<PAGE>

                      INTELLECTUAL PROPERTY SECURITY AGREEMENT
                               (Borrower as Grantor)

          THIS INTELLECTUAL PROPERTY SECURITY AGREEMENT (this "Agreement") is
made as of May 17, 1999, by ALLIANCE PHARMACEUTICAL CORP., a California
Corporation ("Borrower") in favor of IMPERIAL BANK, a California chartered
bank ("Secured Party").

                                      RECITALS

     A.   Secured Party has agreed to lend to Borrower certain amounts (the
"Loan"), as more fully described in a Promissory Note, dated as of June 17,
1998 (as amended from time to time, the "Loan Agreement").

     B.   One of the preconditions to Secured Party's obligation to make any
Loan advance is Borrower's grant to Secured Party of a security interest in
the "Intellectual Property Collateral," as defined in SECTION 2, to secure
Borrower's obligations to Secured Party.

     C.   To induce Secured Party to advance the Loan pursuant to the terms
of the Loan Agreement, Borrower has agreed to enter into this Agreement.

                                     AGREEMENTS

     1.   DEFINITIONS.  The following terms not otherwise defined herein will
have the meanings indicated:

          a.   "COPYRIGHTS" means copyrights, registrations and applications
therefor, and any and all (i) renewals and extensions thereof, (ii) income,
royalties, damages and payments now and hereafter due or payable with respect
thereto, including damages and payments for past or future infringements
thereof, (iii) rights to sue for past, present and future infringements
thereof, and (iv) all other rights corresponding thereto throughout the world.

          b.   "LICENSES" means license agreements in which a party grants or
receives a grant of any interest in Copyrights, Trademarks, Patents and Trade
Secrets and other intellectual property and any and all (i) renewals,
extensions, supplements, amendments and continuations thereof, (ii) income,
royalties, damages and payments now and hereafter due or payable to the party
with respect thereto, including damages and payments for past or future
violations or infringements or misappropriations thereof, and (iii) rights to
sue for past, present and future violations or infringements thereof.




*    Indicates confidential information which has been omitted and filed
     separately with the Securities and Exchange Commission.

                                      1
<PAGE>

          c.   "PATENTS" means patents and patent applications along with any
and all (i) inventions and improvements described and claimed therein, (ii)
reissues, reexaminations, divisions, continuations, renewals, extensions and
continuations-in-part thereof, (iii) income, royalties, damages and payments
now and hereafter due and/or payable to the holder with respect thereto,
including damages and payments for past or future infringements thereof, (iv)
rights to sue for past, present and future infringements thereof, and (v) all
other rights corresponding thereto throughout the world.

          d.   "TRADEMARKS" means trademarks (including service marks and
trade names, whether registered or at common law), registrations and
applications therefor, and the entire product lines and goodwill of the
owner's business connected therewith and symbolized thereby, together with
any and all (i) renewals thereof, (ii) income, royalties, damages and
payments now and hereafter due or payable with respect thereto, including
damages and payments for past or future infringements thereof, (iii) rights
to sue for past, present and future infringements or misappropriations
thereof, and (iv) all other rights corresponding thereto throughout the world.

          e.   "TRADE SECRETS" means trade secrets, along with any and all
(i) income, royalties, damages and payments now and hereafter due and/or
payable to the owner with respect thereto, including damages and payments for
past or future infringements or misappropriations thereof, (ii) rights to sue
for past, present and future infringements or misappropriations thereof, and
(iii) all other rights corresponding thereto throughout the world.

     2.   GRANT OF SECURITY INTEREST.  Borrower hereby grants to Secured
Party a security interest in the following described intellectual property
(collectively, the "Intellectual Property Collateral"):

          All Copyrights of Borrower, now owned or hereafter acquired,
including those Copyrights listed on Exhibit A hereto.

          All Licenses of Borrower, now owned or hereafter acquired,
including those Licenses listed on Exhibit A hereto, excluding those licenses
on patents covering or directly relating to aspects of Borrower's present
product called IMAGENT, now owned or hereafter acquired.

          All Patents of Borrower, now owned or hereafter acquired, including
those Patents listed on Exhibit A hereto, excluding those patents covering or
directly relating to aspects of Borrower's present product called IMAGENT,
now owned or hereafter acquired.

          All Trademarks of Borrower, now owned or hereafter acquired,
including those Trademarks listed on Exhibit A hereto, excluding those
trademarks covering or directly relating to aspects of Borrower's present
product called IMAGENT, now owned or hereafter acquired.

          All Trade Secrets of Borrower, now owned or hereafter acquired,
excluding those trade secrets covering or directly relating to aspects of
Borrower's present product called IMAGENT, now owned or hereafter acquired.


                                      2
<PAGE>

          All files and records of Borrower or in which Borrower has any
interest and supporting evidence and documents relating to the Intellectual
Property Collateral, including computer programs, disks, tapes and related
electronic data processing media, all rights of Borrower to retrieval from
third parties of electronically processed and recorded information, and all
payment records, correspondence, license agreements and the like, together
with all Borrower's books of account, ledgers, cabinets and equipment in
which the same are reflected or maintained, now owned or hereafter acquired.

          All proceeds of the foregoing.

     3.   SECURED INDEBTEDNESS.  The Intellectual Property Collateral secures
and will secure all Indebtedness of Borrower to Secured Party.  For purposes
of this Agreement, "Indebtedness" will mean all loans and advances made by
Secured Party to Borrower, including related interest, loan fees, charges,
attorneys' fees and other expenses for which Borrower is obligated, all
guaranties by Borrower in favor of Secured Party and all other obligations
and liabilities of Borrower to Secured Party, whether now existing or
hereafter incurred or created, whether voluntary or involuntary, whether due
or not due, whether absolute or contingent, or whether incurred directly or
acquired by Secured Party by assignment or otherwise.  Without limiting the
generality of the foregoing, "Indebtedness" includes all obligations of
Borrower to Secured Party under any promissory note or other instrument
evidencing debt, including all renewals and modifications thereof, and under
any guaranty.

     4.   REPRESENTATIONS AND WARRANTIES OF BORROWER.  Borrower represents
and warrants that:

          a.   This Agreement has been duly executed and delivered by
Borrower and is a legal, valid and binding obligation of Borrower enforceable
against Borrower in accordance with its terms, except as enforceability may
be affected by bankruptcy and other laws affecting creditors' rights
generally and equitable principles, and performance of this Agreement by
Borrower does not conflict with or result in a breach of Borrower's
organizational documents or any agreement, law, regulation or order by which
Borrower or its property may be bound.

          b.   The issued Intellectual Property Collateral is existing and is
valid and enforceable, except to the extent that any Intellectual Property
Collateral determined to be invalid or unenforceable will not have a material
adverse effect on the Borrower or its business or financial condition.

          c.   Borrower is and will be and remain the sole and exclusive
owner of the Intellectual Property Collateral, except for (i) certain patents
which are half-owned or licensed as indicated on Exhibit A attached hereto or
(ii) subsequently acquired or invented Intellectual Property Collateral which
are partly owned or licensed, all of which is and will be free and clear of
any liens, charges, encumbrances and exclusive licenses, except those in
favor of Secured Party or to which Secured Party has consented in writing,
subject to paragraph 6(a) hereinbelow.

          d.   The Intellectual Property Collateral is and will be sufficient
for the purpose of producing all goods, performing the services and otherwise
carrying on the business of Borrower to which it relates.


                                     3
<PAGE>

          e.   The Intellectual Property Collateral does not infringe any
rights owned or possessed by any third party.

          f.   There are no material claims, judgments or settlements to be
paid by Borrower or pending claims or litigation relating to the Intellectual
Property Collateral, except as disclosed in the Borrower's quarterly report
on Form 10Q for the quarter ending December 31, 1998.

          g.   No effective security agreement, financing statement,
equivalent security or lien instrument or continuation statement covering all
or any part of the Intellectual Property Collateral is on file or of record
in any public office, except such as may have been filed by Borrower in favor
of Secured Party.

          h.   When all appropriate filings have been made with the United
States Patent and Trademark Office, the United States Copyright Office, and
the Secretary of State of the State of California, Secured Party will have a
valid and continuing first priority lien on and first priority security
interest in the Intellectual Property Collateral in which a security interest
may be perfected under the laws of the United States or any state thereof and
all action necessary to protect and create such security interest in each
such item of the Intellectual Property Collateral will have been duly taken.

     5.   COVENANTS OF BORROWER.  Borrower agrees that:

          a.   Borrower will preserve and maintain all rights in the
Intellectual Property Collateral, will diligently pursue any patent,
trademark and copyright applications, and will timely and fully perform all
Borrower's obligations in connection with the Intellectual Property
Collateral.

          b.   Borrower will execute, procure, deliver, register and/or
record all such documents and showings and take all further action as is
necessary, including paying maintenance fees on Intellectual Property
Collateral, or reasonably requested by Secured Party from time to time to
evidence, register, record and/or perfect Secured Party rights hereunder,
including as respects additional Intellectual Property Collateral
contemplated in paragraph 5.j. herein below, or otherwise carry out the
intent and purposes of this Agreement. Secured Party may, at its option, make
any such recordation or filing in which case Borrower will reimburse Secured
party's related costs promptly following receipt of an invoice therefor.

          c.   Borrower will take commercially reasonable action to halt the
infringement of any of the Intellectual Property Collateral if such
infringement could have a material adverse effect on the value of the
Intellectual Property Collateral or Borrower's ability to use the
Intellectual Property Collateral, and Borrower will promptly notify Secured
Party of such infringement or any other event which would have a material
adverse effect on the value of the Intellectual Property Collateral.

          d.   Borrower will not amend, modify, terminate or waive any
provisions of any other contract to which Borrower is a party in any manner
which might materially adversely affect the Intellectual Property Collateral.


                                     4
<PAGE>

          e.   Borrower will not transfer or further encumber any interest in
the Intellectual Property Collateral, except for non-exclusive licenses
granted by Borrower in the ordinary course of business and as permitted in
Paragraph 6(a).  The Borrower may not enter into an exclusive license
arrangement on any of its Intellectual Property Collateral without prior
written approval of the Secured Party, which approval with not be
unreasonably withheld.

          f.   Borrower will pay promptly when due all taxes, assessments and
governmental charges or levies imposed upon the Intellectual Property
Collateral or in respect of its income or profits therefrom and all claims of
any kind, except that no such charge need be paid if (i) such non-payment
would not involve any danger of forfeiture or loss of any of the Intellectual
Property Collateral or any interest therein and (ii) such charge is
adequately reserved in accordance with and to the extent required by GAAP.

          g.   Borrower will promptly notify Secured Party of any changes in
Borrower's principal office address, state of incorporation, name or
corporate structure.

          h.   Upon reasonable notice (unless a default has occurred and is
continuing, in which case no notice is necessary), Borrower will at all times
afford Secured Party full and free access during normal business hours to all
the books and records and correspondence of Borrower, and Secured Party or
its representatives may examine the same, take extracts therefrom and make
photocopies thereof.  Borrower agrees to provide Secured Party, at Borrower's
cost and expense, such clerical and other assistance as may be reasonably
requested with regard thereto.

          i.   Borrower will keep and maintain adequate and complete records
of the Intellectual Property Collateral, including a record of all payments
received and all credits granted with respect to the Intellectual Property
Collateral and all other dealings with respect to the Intellectual Property
Collateral.  Borrower will mark its books and records pertaining to the
Intellectual Property Collateral to evidence this Agreement and the security
interest granted hereby.

          j.   If prior to the time the Indebtedness has been paid in full
Borrower obtains any material rights to or interests in any new inventions,
whether or not patentable, or additional Intellectual Property Collateral,
Borrower will promptly notify Secured Party thereof.

          k.   Borrower will not enter into any agreement which precludes
Borrower's grant of a security interest to Secured Party in any Intellectual
Property Collateral without Secured Party's prior written consent.

          l.   Borrower will supply to Secured Party any source code in its
possession related to any Intellectual Property Collateral, as may be amended
or updated from time to time, it being understood that Secured Party will not
utilize or disseminate such source code except following a default and as
contemplated in SECTION 8.

     6.   FURTHER UNDERSTANDINGS.  Borrower's rights as to the Intellectual
Property Collateral are subject to the following further understandings:


                                      5
<PAGE>

          a.   Prior to the occurrence of a default hereunder Borrower may
continue to exploit, license, franchise, use, enjoy and protect (whether in
the United States of America or any foreign jurisdiction) the Intellectual
Property Collateral in the ordinary course of business and in a manner
consistent with the preservation of Secured Party's rights hereunder, and
Secured Party will execute and deliver, at Borrower's sole cost and expense,
any and all instruments, certificates or other documents reasonably requested
by Borrower to enable Borrower to do so.

          b.   This Agreement, and the security interest created hereunder,
will terminate when (i) all Indebtedness has been fully paid and satisfied
and (ii) there are no outstanding commitments for additional Indebtedness.
Secured Party (without recourse upon, or any warranty whatsoever by, Secured
Party) will then execute and deliver to Borrower such documents and
instruments evidencing the termination of the security interest hereunder as
Borrower may reasonably request.

          c.   Borrower hereby irrevocably appoints Secured Party as
Borrower's attorney-in-fact, with full authority in the place and stead of
Borrower and in the name of Borrower, from time to time in Secured party's
discretion, to take any action and to execute any instrument which Secured
party may deem necessary or advisable to accomplish the purposes of this
Agreement, including (i) to modify, in its sole discretion, this Agreement
without first obtaining Borrower's approval of or signature to such
modification by amending any Exhibit hereto to include reference to any
Intellectual Property Collateral acquired by Borrower after the execution
hereof or to delete any reference to any Intellectual Property Collateral in
which Secured Party no longer has or claims any interest and (ii) to file, in
its sole discretion, one or more financing or continuation statements and
amendments thereto relative to any of the Intellectual Property Collateral
without the signature of Borrower, where permitted by law.

     7.   DEFAULT.  The occurrence of one or more of the following will be a
default hereunder:

          a.   Borrower fails to pay any Indebtedness to Secured Party when
due in accordance with the Credit Agreement dated June 17, 1998 ("Credit
Agreement").

          b.   Borrower breaches any term, provision, warranty or
representation under this Agreement, the Loan Agreement, Credit Agreement or
any other loan agreement or other agreement under which Borrower has
obligations relating to the Indebtedness, or Borrower breaches any other
obligation to Secured Party, subject to any cure provisions in such documents.

          c.   Any custodian, receiver or trustee is appointed to take
possession, custody or control of all or a substantial portion of the assets
of Borrower or of any guarantor of any Indebtedness.

          d.   Borrower or any guarantor of any Indebtedness becomes
insolvent, generally not paying its debts as they become due, fails in
business, makes a general assignment for the benefit of creditors, dies or
voluntarily files under any bankruptcy or other law for the relief of or
relating to debtors.


                                      6
<PAGE>

          e.   Any involuntary petition is filed against Borrower or any
guarantor of any Indebtedness under any bankruptcy or other law for the
relief of or relating to debtors and such petition is not dismissed within 60
days of filing.

          f.   Any involuntary lien of any kind or character attaches to, or
any levies of attachment, execution, tax assessment or similar legal process
are issued against, any material assets or property of Borrower or any
guarantor of any Indebtedness.

          g.   Any financial statements, profit and loss statements,
certificates, schedules, or other information furnished by Borrower or as
guarantor of any Indebtedness to Secured Party relating to Borrower's or the
guarantor's financial condition or the Intellectual Property Collateral
proves false or incorrect in any material respect when made.

          h.   Any other event of default under the Loan Agreement or a
related document occurs.

          i.   Any guarantor of the Indebtedness revokes or repudiates any
provision of its guaranty therefor.

     8.   SECURED PARTY'S REMEDIES AFTER DEFAULT.  Upon the occurrence of any
event or the existence of any condition which constitutes a default under
SECTION 7, Secured Party may take any one or more of the following actions,
all without notice, demand, legal process, protest or presentment of any kind:

          a.   Declare any or all Indebtedness immediately due and payable,
without notice or demand.

          b.   Exercise any and all rights and powers of the Borrower
respecting the Intellectual Property Collateral.

          c.   Sell or assign or grant a license or franchise to use, or
cause to be sold or assigned or granted a license or franchise to use, any or
all of the Intellectual Property Collateral, in each case, free of all rights
and claims of Borrower therein and thereto (but subject, in each case, to the
rights of others heretofore granted or created by Borrower as contemplated
herein).

          d.   Exercise the rights and remedies of a secured party under the
California Commercial Code or any other applicable law, including selling the
Intellectual Property Collateral at public or private sale, for cash or on
credit, in whole or in part and on such terms as Secured Party may determine.

          e.   Require Borrower to assemble any tangible Intellectual
Property Collateral and make such Intellectual Property Collateral available
to Secured Party at a place designated by Secured Party or to deliver a copy
to Secured Party of any such Intellectual Property Collateral consisting of
books, records, computer disks, tapes and the like.

          f.   Enter the premises of Borrower or third parties in order to
take possession of any tangible Intellectual Property Collateral.


                                      7
<PAGE>

          g.   Require Borrower to segregate all collections and proceeds of
the Intellectual Property Collateral so that they are capable of
identification and deliver daily such collections and proceeds to Secured
Party in kind.

          h.   Notify any obligated persons of Secured Party's interest in
the Intellectual Property Collateral  and the proceeds thereof and require
any such persons to forward all remittances, payments and proceeds respecting
the Intellectual Property Collateral to Secured Party or a post office box
under Secured Party's exclusive control.

          i.   Demand and collect any proceeds of the Intellectual Property
Collateral.

          j.   Bring suit in its own or Borrower's name to protect or enforce
Borrower's rights respecting any Intellectual Property Collateral, in which
case Borrower will do any and all lawful acts and execute any and all proper
documents requested by Secured Party in connection with such action.

          k.   Grant extensions of time for payment of amounts due respecting
any Intellectual Property Collateral and compromise or settle claims or
disputes of any customer of Borrower or any third party relating to any
Intellectual Property Collateral, including compromises and settlements that
are for less than the full amount due or involve discounts, credits or
allowances other than in the ordinary course of business, all as Secured
Party in good faith deems advisable or appropriate and without prior notice
to or consent of Borrower.

          l.   Use any Intellectual Property Collateral in connection with
any assembly, use or disposition of other collateral in which Borrower has
granted a security interest to Secured Party.

          m.   Take such measures as Secured Party may deem reasonably
necessary or advisable to preserve, maintain, protect or develop the
Intellectual Property Collateral or any portion thereof or to perform such
obligations hereunder as Borrower may have failed to perform without curing
Borrower's default arising from such failure.

          n.   Apply to any court of competent jurisdiction for appointment
of a receiver to enforce any of Secured Party's remedies with respect to the
Intellectual Property Collateral to which appointment Borrower hereby
consents.

          o.   Apply all recoveries received by Secured Party pursuant to the
exercise of Secured party's rights hereunder, net of all Secured Party's
related costs and expenses, to the Indebtedness with Borrower remaining
liable for any deficiency.

          p.   Demand Borrower's payment of all Secured Party's costs and
expenses incurred in connection with the exercise by Secured Party of its
rights hereunder not offset against recoveries as provided in paragraph 8.
hereinabove.

          q.   Institute proceedings to enforce Secured Party's rights to any
amounts owed by Borrower hereunder.


                                      8
<PAGE>

          r.   Exercise such further remedies as Secured Party may have at
law or in equity.

     9.   MISCELLANEOUS.

          a.   Except for the gross negligence or willful misconduct of
Secured Party, Secured Party will have no liability for any handling or
mishandling of any check, note, acceptance or other instrument which the
maker thereof tenders to Borrower or Secured Party in connection with the
Intellectual Property Collateral.

          b.   All representations, warranties, covenants, agreements, terms
and conditions made herein will survive the execution, delivery and closing
of this Agreement and all transactions contemplated hereby.

          c.   No failure or delay on the part of Secured Party in the
exercise of any power, right or privilege hereunder or to insist on strict
compliance or performance of the representations, warranties, covenants,
agreements, terms and conditions of this Agreement will operate as a waiver
thereof.

          d.   Time and exactitude of each of the terms, obligations,
covenants and conditions are hereby declared to be of the essence hereof.

          e.   This Agreement will be governed by and construed according to
the laws of the State of California.

          f.   All rights and remedies herein provided are cumulative and not
exclusive of any rights or remedies otherwise provided by law.  Such rights
and remedies may be exercised singularly or collectively from time to time,
and thus any single or partial exercise of any right or remedy will not
preclude the further exercise thereof or the exercise of any other right or
remedy.

          g.   The defined terms in this Agreement will apply equally to both
the singular and the plural forms of the terms defined.  Whenever the context
may require, any pronoun will include the corresponding masculine, feminine
and neuter forms.  The words "include," "includes" and "including" when used
in this Agreement will be deemed to be followed by the phrase "without
limitation."

          h.   In the event of any action or proceeding that involves the
protection, preservation or enforcement of Secured Party's rights or
Borrower's obligations relating to this Agreement or the Indebtedness,
Secured Party will be entitled to reimbursement from Borrower of all costs
and expenses associated with said action or proceeding, including reasonable
attorney's fees and litigation expenses.  Borrower will reimburse Secured
Party for all reasonable attorneys' fees and expenses incurred in the
representation of Secured Party in any aspect of any bankruptcy or insolvency
proceeding initiated by or on behalf of Borrower that concerns any of
Borrower's obligations to Secured Party under this Agreement, the
Indebtedness or otherwise.  In the event of a judgment against one party
concerning any aspect of this Agreement or the Indebtedness, the right to
recover post-judgment attorneys' fees incurred in enforcing the judgment will
not be merged into and extinguished by any money judgment.  The provisions of


                                      9
<PAGE>

this paragraph constitute a distinct and severable agreement from the other
contractual rights created by this Agreement or the Indebtedness.

          i.   Borrower hereby waives diligence, presentment, protest and
demand and notice of every kind and, to the extent permitted by law, the
right to plead any statute of limitations as a defense to any demand
hereunder.  Borrower further waives any right to require Secured Party to
proceed against any person for payment of the Indebtedness or against any
other security Secured Party may have for the Indebtedness as a condition to
realizing upon any Intellectual Property Collateral hereunder.

          j.   If any provisions of this Security Agreement are held to be
invalid, illegal, unenforceable or against public policy in any respect, the
validity, legality and enforceability of the remaining provisions will not in
any way be affected or impaired thereby.

          k.   Borrower will indemnify, defend and hold Secured Party
harmless from and against any claims, losses, damages, suits, costs and
expenses incurred by or asserted against Secured Party arising out of this
Agreement, including Secured Party's enforcement of its rights hereunder,
except where the covered matter results from Secured Party's gross negligence
or willful misconduct.

          l.   This Agreement will inure to the benefit of Secured Party and
its successors and assigns.  Borrower will not assign any of Borrower's
rights, duties or obligations hereunder.  Any such assignment by Borrower
will be void and of no effect as to Secured Party and its successors or
assigns.

Executed as of May 18, 1999 at San Diego, California.


                                      ALLIANCE PHARMACEUTICAL CORP.


                                      By: ______________________________________
                                           Theodore D. Roth
                                           President and Chief Operating Officer



                                      By: ______________________________________
                                           Lloyd A. Rowland
                                           Vice President and General Counsel

                                      Address:  3040 Science Park Road
                                                San Diego, California  92121


                                      10
<PAGE>

     Sworn and subscribed before me this 18th day of May, 1999.


                                      Notary Public:____________________________


                                      My Commission expires on:_________________


                                      11
<PAGE>

           EXHIBIT A TO INTELLECTUAL PROPERTY SECURITY AGREEMENT


Copyrights:  NONE


                                      12
<PAGE>

                           ALLIANCE PHARMACEUTICAL CORP.
                                TRADEMARK PORTFOLIO

<TABLE>
<CAPTION>
     TRADEMARK               COUNTRY           APPLICATION NO. /   REGISTERED
                                               REGISTRATION NO.
-----------------------------------------------------------------------------
<S>                          <C>               <C>                 <C>

 IMAGENT                     Benelux           471,235             X
 IMAGENT                     France            1,605,523           X
 IMAGENT                     Israel            74,447              X
 IMAGENT                     Italy             00573536            X
 IMAGENT                     Japan             2436379             X
 IMAGENT                     United States     1,582,204           X
 IMAGENT                     United States     2,010,189           X
 OXYGENT                     France            1,563,969           X
 OXYGENT                     Germany           1,189,789           X
 OXYGENT                     Israel            74448               X
 OXYGENT                     Japan             2436378             X
 OXYGENT                     United States
 LIQUIVENT                   Benelux           514565              X
 LIQUIVENT                   France            92414143            X
 LIQUIVENT                   Germany           2073981             X
 LIQUIVENT                   Israel            82938               X
 LIQUIVENT                   Japan             3016766             X
 LIQUIVENT                   Spain             1695078             X
 LIQUIVENT                   United States     1,944,390           X
 LIQUIVENT                   United Kingdom    1497272             X
 SAT PAD                     Japan             3,286,612           X
 SAT PAD                     United States     1,866,306           X
 BIOTIS                      United States     1373195             X
 RODA                        United States     75/235,237
 AUGMENTED ANH               United States     75/291,067
 AUGMENTED ANH               United States     75/507920
 AUGMENTED ANH               European Ctm      1028026
 AANH                        United States     75/304,266
 PARTIAL LIQUID              United States
 VENTILATION
 PLV                         United States
 PULMOSPHERE                 United States     75/372,296
 PULMOSPHERE                 European Ctm      783498
 PULMOSPHERE                 Canada            873922
 PULMOSPHERE                 Australia         758622

</TABLE>

<PAGE>

                     ALLIANCE PATENTS AND PATENT APPLICATIONS:
                      LIQUIVENT-Registered Trademark- SUMMARY

<TABLE>
<CAPTION>
    COUNTRY                  PATENT NO. /                       LICENSED /
                           APPLICATION NO.                       OWNED
                           (Patents in Bold)
----------------------------------------------------------------------------
<S>                         <C>                                 <C>
 US                         5,770,181                              O
 *                          *                                      *
 U.S.                       5,490,498                              O
 U.S.                       5,655,521                              O
 U.S.                       5,853,003                              O
 *                          *                                      *
 EUROPE                     0 583 358                              O
 *                          *                                      *
 *                          *                                      *
 *                          *                                      *
 JAPAN                      2607021                                O
 U.S.                       5,540,225                              O
 EUROPE                     0 612 256 B1                           O
 *                          *                                      *
 AUSTRALIA                  667847                                 O
 *                          *                                      *
 *                          *                                      *
 US                         5,531,219                              O
 *                          *                                      *
 *                          *                                      *
 *                          *                                      *
 *                          *                                      *
 *                          *                                      *
 *                          *                                      *
 *                          *                                      *
 *                          *                                      *
 *                          *                                      *
 *                          *                                      *
 *                          *                                      *
 US                         5,829,428                              O
 *                          *                                      *
 *                          *                                      *
 *                          *                                      *
 *                          *                                      *

<PAGE>

<CAPTION>
    COUNTRY                  PATENT NO. /                       LICENSED /
                           APPLICATION NO.                       OWNED
                           (Patents in Bold)
----------------------------------------------------------------------------
<S>                         <C>                                 <C>
 *                          *                                      *
 SOUTH AFRICA               97/06692                               O
 *                          *                                      *
 *                          *                                      *
 *                          *                                      *
 U.S.                       5,562,608                     O    (1/2 Interest)
 US                         5,788,665                     O    (1/2 Interest)
 U.S.                       5,158,536                     O    (1/2 Interest)
 *                          *                                      *
 *                          *                                      *
 US                          5,707,352                    O    (1/2 Interest)
 *                          *                                      *
 *                          *                                      *
 *                          *                                      *
 AUSTRALIA                  650845                        O    (1/2 Interest)
 AUSTRALIA                  683919                        O    (1/2 Interest)
 *                          *                                      *
 *                          *                                      *
 U.S.                       5,470,885                     O    (1/2 Interest)
 U.S.                       5,733,939                    O    (1/2 Interest)
 AUSTRALIA                  691837                        O    (1/2 Interest)
 *                          *                                      *
 *                          *                                      *
 *                          *                                      *
 *                          *                                      *
 *                          *                                      *
 US                         5,437,272                              L
 *                          *                                      *
 *                          *                                      *
 JAPAN                      2606994                                L
 *                          *                                      *
 *                          *                                      *
 *                          *                                      *
 U.S.                       5,859,068                              L
 *                          *                                      *
 *                          *                                      *
 *                          *                                      *

<PAGE>

<CAPTION>
    COUNTRY                  PATENT NO. /                       LICENSED /
                           APPLICATION NO.                       OWNED
                           (Patents in Bold)
----------------------------------------------------------------------------
<S>                         <C>                                 <C>
 *                          *                                      *
 *                          *                                      *
 *                          *                                      *
 *                          *                                      *
 *                          *                                      *
 *                          *                                      *
 *                          *                                      *
 *                          *                                      *
 US                         5,335,650                              L
 *                          *                                      *
 AUSTRALIA                  675096                                 L
 *                          *                                      *
 *                          *                                      *
 U.S.                       5,590,651                              L
 *                          *                                      *
 AUSTRALIA                  691077                                 L
 *                          *                                      *
 *                          *                                      *
 *                          *                                      *
 *                          *                                      *
 *                          *                                      *
 *                          *                                      *
 *                          *                                      *
 *                          *                                      *
 *                          *                                      *
 *                          *                                      *

</TABLE>

<PAGE>


                     ALLIANCE PATENTS AND PATENT APPLICATIONS:
                                OXYGENT-TM- SUMMARY

<TABLE>
<CAPTION>
 COUNTRY                      PATENT NO. /                       LICENSED /
                            APPLICATION NO.                        OWNED
                            (Patents in Bold)
---------------------------------------------------------------------------
<S>                         <C>                            <C>
 U.S.                       4,865,836                               O
 AUSTRALIA                  599068                                  O
 CANADA                     1,279,011                               O
 SOUTH AFRICA               87/0252                                 O
 NORWAY                     173214                                  O
 JAPAN                      1943385                                 O
 EUROPE                     0231070                                 O
 *                          *                                       *
 *                          *                                       *
 U.S.                       5,080,885                               O
 U.S.                       5,393,513                               O
 U.S.                       4,987,154                               O
 AUSTRALIA                  608880                                  O
 CANADA                     1,316,820                               O
 EUROPE                     0307087                                 O
 JAPAN                      1842180                                 O
 SOUTH AFRICA               88/5796                                 O
 IRELAND                    64245                                   O
 NORWAY                     179162                                  O
 U.S.                       5,284,645                               O
 AUSTRALIA                  648757                                  O
 *                          *                                       *
 *                          *                                       *
 *                          *                                       *
 U.S.                       5,847,009                               O
 *                          *                                       *
 U.S.                       4,927,623                               O
 U.S.                       5,077,036                               O
 AUSTRALIA                  647372                                  O
 CANADA                     1333877                                 O
 CANADA                     1335714                                 O
 CANADA                     1338854                                 O
 EUROPE                     480 925                                 O
 *                          *                                       *
 U.S.                       4,951,673                               O

<PAGE>

<CAPTION>
 COUNTRY                      PATENT NO. /                       LICENSED /
                            APPLICATION NO.                        OWNED
                            (Patents in Bold)
---------------------------------------------------------------------------
<S>                         <C>                            <C>
 U.S.                       4,993,415                               O
 AUSTRALIA                  635899                                  O
 EUROPE                     0429539                                 O
 CANADA                     1338617                                 O
 U.S.                       4,985,550                               O
 AUSTRALIA                  608761                                  O
 EUROPE                     0255443                                 O
 NEW ZEALAND                221.232                                 O
 PORTUGAL                   85 425                                  O
 CANADA                     1,315,778                               O
 IRELAND                    61102                                   O
 JAPAN                      2,110,228                               O
 NORWAY                     169542                                  O
 *                          *                                       *
 U.S.                       5,344,930                               O
 AUSTRALIA                  639008                                  O
 EUROPE                     0478686                                 O
 *                          *                                       *
 JAPAN                      2849471                                 O
 JAPAN                      1797479                                 O
 JAPAN                      1695620                                 O
 JAPAN                      1777893                                 O
 JAPAN                      1760438                                 O
 FRANCE                     2 665 705                               O
 U.S.                       5,527,962                               O
 EUROPE                     0548096                                 O
 AUSTRALIA                  647176                                  O
 *                          *                                       *
 *                          *                                       *
 U.S.                       5,703,126                               O
 U.S.                       U5,847,206                              O
 *                          *                                       *
 FRANCE                     2,679,150                               O
 *                          *                                       *
 AUSTRALIA                  669117                                  O
 EUROPE                     0594707*                                O
 *                          *                                       *
 *                          *                                       *

<PAGE>

<CAPTION>
 COUNTRY                      PATENT NO. /                       LICENSED /
                            APPLICATION NO.                        OWNED
                            (Patents in Bold)
---------------------------------------------------------------------------
<S>                         <C>                            <C>
 U.S.                       5,628,930                               O
 *                          *                                       *
 *                          *                                       *
 AUSTRALIA                  678418                                  O
 *                          *                                       *
 EUROPE                     0666736                                 O
 *                          *                                       *
 *                          *                                       *
 U.S.                       5,344,393                               O
 AUSTRALIA                  660257                                  O
 *                          *                                       *
 EUROPE                     0627913*                                O
 *                          *                                       *
 *                          *                                       *
 U.S.                       U5,451,205                              O
 FRANCE                     2,677,360                               O
 U.S.                       5,846,516                               O
 U.S.                       5,679,459                               O
 U.S.                       5,635,538                               O
 AUSTRALIA                  679052                                  O
 *                          *                                       *
 *                          *                                       *
 *                          *                                       *
 *                          *                                       *
 U.S.                       5,865,784                               O
 *                          *                                       *
 *                          *                                       *
 *                          *                                       *
 *                          *                                       *
 *                          *                                       *
 *                          *                                       *
 *                          *                                       *
 *                          *                                       *
 SOUTH AFRICA               96/4656                                 O
 *                          *                                       *
 *                          *                                       *
 *                          *                                       *
 *                          *                                       *

<PAGE>

<CAPTION>
 COUNTRY                      PATENT NO. /                       LICENSED /
                            APPLICATION NO.                        OWNED
                            (Patents in Bold)
---------------------------------------------------------------------------
<S>                         <C>                            <C>
 U.S.                       5,726,209                               O
 *                          *                                       *
 *                          *                                       *
 *                          *                                       *
 *                          *                                       *
 *                          *                                       *
 *                          *                                       *
 *                          *                                       *
 *                          *                                       *
 *                          *                                       *
 *                          *                                       *
 *                          *                                       *
 *                          *                                       *
 *                          *                                       *
 U.S.                       4,742,050                               O
 U.S.                       4,889,525                               O
 U.S.                       4,769,241                               O
 U.S.                       4,919,895                               O
 CANADA                     1,288,045                               O
 EUROPE                     0,265,082                               O
 U.S.                       4,815,446                      O    (1/2 Interest)
 CANADA                     1,281,656                      O    (1/2 Interest)
 EUROPE                     0,201,275                      O    (1/2 Interest)
 JAPAN                      2681147                        O    (1/2 Interest)
 U.S.                       5,061,484                               O
 U.S.                       5,374,243                               O
 U.S.                       5,073,383                               O
 U.S.                       4,289,499                               O
 U.S.                       4,402,984                               O
 U.S.                       4,461,717                               O
 U.S.                       4,975,468                               O
 *                          *                                       *
 PCT                        98/22491                                O

</TABLE>

<PAGE>

                    ALLIANCE PATENTS AND PATENT APPLICATIONS:
                                RODA-TM- SUMMARY

                (EXCLUSIVELY LICENSED TO VIA MEDICAL CORPORATION)

<TABLE>
<CAPTION>
  COUNTRY                     PATENT NO. /                       LICENSED /
                            APPLICATION NO.                        OWNED
                            (Patents in bold)
---------------------------------------------------------------------------
<S>                         <C>                                  <C>
 U.S.                          5,634,461                             O
 *                             *                                     *
 *                             *                                     *
 *                             *                                     *
 *                             *                                     *
 *                             *                                     *
 *                             *                                     *
 *                             *                                     *
 *                             *                                     *
 *                             *                                     *
 *                             *                                     *
 *                             *                                     *
 *                             *                                     *
 *                             *                                     *
 *                             *                                     *
 *                             *                                     *
 *                             *                                     *

</TABLE>

<PAGE>

                              ALLIANCE -MISCELLANEOUS
                          PATENTS AND PATENT APPLICATIONS

<TABLE>
<CAPTION>
  COUNTRY                    PATENT NO. /                        LICENSED /
                           APPLICATION NO.                         OWNED
                          (Patents in Bold)
---------------------------------------------------------------------------
<S>                       <C>                                    <C>
 U.S.                        5,496,535                               O
 FRANCE                      2,677,360                               O
 U.S.                        5,281,582                               O
 U.S.                         5,399,694                              O
 U.S.                        5.648.362                               O
 FRANCE                      2682110                                 O
 AUSTRALIA                   658930                                  O
 *                           *                                       *
 *                           *                                       *
 CANADA                      2,120,360                               O
 U.S.                        5,460,800                               O
 FRANCE                      2,700,696                               O
 U.S.                        5,582,813                               O
 FRANCE                      2 694 559                               O
 U.S.                        5,446,023                               O
 U.S.                        5,637,564                               O
 U.S.                        5,650,393                               O
 *                           *                                       *
 AUSTRALIA                   674157                                  O
 *                           *                                       *
 *                           *                                       *
 *                           *                                       *
 FRANCE                      2,710,840                               O
 U.S.                        5,573,757                               O
 AUSTRALIA                   688800                                  O
 *                           *                                       *
 EUROPE                      0 722 313                               O
 *                           *                                       *
 *                           *                                       *
 *                           *                                       *
 *                           *                                       *
 *                           *                                       *
 *                           *                                       *
 *                           *                                       *
 *                           *                                       *

<PAGE>

  COUNTRY                    PATENT NO. /                        LICENSED /
                           APPLICATION NO.                         OWNED
                          (Patents in Bold)
---------------------------------------------------------------------------
<S>                       <C>                                    <C>
 *                           *                                       *
 *                           *                                       *
 *                           *                                       *
 *                           *                                       *
 *                           *                                       *
 *                           *                                       *
 *                           *                                       *
 *                           *                                       *
 *                           *                                       *
 *                           *                                       *
 FRANCE                      2,720,943                               O
 *                           *                                       *
 *                           *                                       *
 US                          5,667,809                               O
 *                           *                                       *
 *                           *                                       *
 *                           *                                       *
 *                           *                                       *
 *                           *                                       *
 *                           *                                       *
 *                           *                                       *
 *                           *                                       *
 *                           *                                       *
 *                           *                                       *
 *                           *                                       *
 U.S.                        5,874,481                               O
 U.S.                        5,733,526                               O
 FRANCE                      2,737,135                               O
 *                           *                                       *
 *                           *                                       *
 *                           *                                       *
 *                           *                                       *
 U.S.                        5,861,175                               O
 *                           *                                       *
 U.S.                        4,143,079                               O
 U.S.                        4,366,169                               O
 U.S.                        4,520,109                               O

<PAGE>

  COUNTRY                    PATENT NO. /                        LICENSED /
                           APPLICATION NO.                         OWNED
                          (Patents in Bold)
---------------------------------------------------------------------------
<S>                       <C>                                    <C>
 U.S.                        4,640,833                               O
 GERMANY                      3 406 834                              O
 U.S.                        4,879,062                               O
 FRANCE                      2 752 161                               O
 *                           *                                       *
 U.S.                        5,114,703                               L
 AUSTRALIA                   639466                                  L
 CANADA                      2055594                                 L
 EUROPE                      0 474 785                               L
 JAPAN                       2,865,172                               L
 U.S.                        5,496,536                               L

</TABLE>