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                                                                EXHIBIT 10(v)

                               1991 STOCK OPTION PLAN

                                         OF

                           ALLIANCE PHARMACEUTICAL CORP.

                        (as amended through August 11, 1999)

     1.   PURPOSE.  The purpose of this Stock Option Plan (the "Plan") is to
provide an additional incentive to, and attract and hold in service,
directors, officers and other employees of, and consultants to, the
Corporation, and any future subsidiaries of the Corporation, who are
providing, or who are expected to provide, services which are deemed
important to the Corporation. Accordingly, these persons may be encouraged to
acquire stock ownership in, and increase their commitment to, the
Corporation, thereby promoting the interests of the Corporation and its
shareholders.  Options granted under the Plan may be incentive stock options
satisfying the requirements of Section 422 of the Internal Revenue Code of
1986, as amended (the "Internal Revenue Code"), and non-qualified stock
options which are not intended to satisfy said Section 422.

     2.   DEFINITIONS.  When used in this Plan, unless the context otherwise
requires:

          (a)  "Board of Directors" or "Board" shall mean the Board of Directors
     of the Corporation, as constituted at any time.

          (b)  "Chairman of the Board" shall mean the person who at the time
     shall be Chairman of the Board of Directors.

          (c)  "Committee" shall mean the Committee hereinafter described in
     Section 3.

          (d)  "Corporation" shall mean Alliance Pharmaceutical Corp., a New
     York corporation.

          (e)  "Eligible Persons" shall mean those persons described in Section
     4 who are potential recipients of Options.

          (f)  "Fair Market Value" on a specified date shall mean the closing
     price at which a Share is traded on the stock exchange, if any, on which
     Shares are primarily traded or, if the Shares are not then traded on a
     stock exchange, the average of the closing bid and asked prices at which a
     Share is traded on the over-the-counter market, as reported on the National
     Association of Security Dealers Automated Quotation System, but if no
     Shares were traded on such date, then on the last previous date on which a
     Share was so traded, or, if none of the above are applicable, the value of
     a Share as established by the Committee for such date using any reasonable
     method of valuation.

          (g)  "Options" shall mean the Stock Options granted pursuant to this
     Plan.

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          (h)  "Plan" shall mean this 1991 Stock Option Plan of Alliance
     Pharmaceutical Corp., as adopted by the Board of Directors on May 20, 1994,
     as such Plan from time to time may be amended.

          (i)  "President" shall mean the person who at the time shall be the
     President of the Corporation.

          (j)  "Share" shall mean a share of common stock, par value $.01 per
     share, of the Corporation.

          (k)  "Subsidiary" shall mean any corporation 50% or more of whose
     stock having general voting power is owned by the Corporation, or by
     another Subsidiary as herein defined, of the Corporation.

     3.   COMMITTEE.  The Plan shall be administered by the Board of Directors
unless the Board of Directors otherwise appoints a committee to administer the
Plan.

     4.   PARTICIPANTS.  The class of persons who are potential recipients of
Options granted under this Plan consist of directors and key employees of the
Corporation or a Subsidiary, and consultants to the Corporation or a
Subsidiary (hereinafter referred to as "Consultants"), as determined by the
Committee.  The persons to whom Options are granted under this Plan, and the
number of Shares subject to each such Option, shall be determined by the
Committee in its sole discretion, subject, however, to the terms and
conditions of this Plan.

     5.   SHARES.  Subject to the provisions of Section 14 hereof, the
Committee may grant Options with respect to an aggregate of up to 8,300,000
Shares, all of which Shares may be either Shares held in treasury or
authorized but unissued Shares.  The maximum number of Shares which may be
the subject of Options granted to any individual in any calendar year shall
not exceed 200,000 Shares. If the Shares that would be issued or transferred
pursuant to any Option are not issued or transferred and cease to be issuable
or transferable for any reason, the number of Shares subject to such Option
will no longer be charged against the limitation provided for herein and may
again be made subject to Options; provided, that the counting of Shares
subject to Options granted under the Plan against the number of Shares
available for further Options shall in all cases conform to the requirements
of Rule 16b-3 under the Exchange Act; and provided, further, that with
respect to any Option granted to any Eligible Person who is a "covered
employee" as defined in Section 162(m) of the Internal Revenue Code and the
regulations promulgated thereunder that is canceled, the number of Shares
subject to such Option shall continue to count against the maximum number of
Shares which may be the subject of Options granted to such Eligible Person.

     6.   GRANT OF OPTIONS.   The number of any Options to be granted to any
Eligible Person shall be determined by the Committee in its sole discretion.
At the time an Option is granted, the Committee may, in its sole discretion,
designate whether such Option (a) is to be considered as an incentive stock
option within the meaning of Section 422 of the Internal Revenue Code, or (b)
is not to be treated as an incentive stock option for purposes of this Plan
and the Internal Revenue Code.  No option which is intended to qualify as an
incentive stock option shall

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be granted to any individual who, at the time of the grant, is not an
employee of the Corporation or a Subsidiary.

     Notwithstanding any other provision of this Plan to the contrary, to the
extent that the aggregate Fair Market Value (determined as of the date an
Option is granted) of the Shares with respect to which Options which are
designated as (or deemed to be) incentive stock options granted to an
employee (and any incentive stock options granted to such employee under any
other incentive stock option plan maintained by the Corporation or any
Subsidiary that meets the requirements of Section 422 of the Internal Revenue
Code) first become exercisable in any calendar year exceeds $100,000, such
Options shall be treated as Options which are not incentive stock options.
Options with respect to which no designation is made by the Committee shall
be deemed to be incentive stock options to the extent that the $100,000
limitation described in the preceding sentence is met.  This paragraph shall
be applied by taking options into account in the order in which they are
granted.

     Nothing herein contained shall be construed to prohibit the issuance of
Options at different times to the same person.

     An Option shall be evidenced by a written Option agreement in a form
approved by the Committee.  An Option agreement signed by the Chairman of the
Board or the President or a Vice President of the Corporation, and dated the
day of grant, or such later date as the Committee in its sole discretion,
shall determine, shall be tendered to each person to whom an Option is
granted, except that such Option agreement shall be deemed rescinded and have
no effect if the Option holder, within a specified period, does not sign an
unqualified acceptance, in such form as the Committee has prescribed, of such
Option agreement.  The Option agreement for an Option shall indicate whether
or not the Option is an incentive stock option.

     7.   PURCHASE PRICE.  The purchase price per Share of the Shares to be
purchased pursuant to the exercise of an Option shall be fixed by the
Committee at the time of grant; provided however, that the purchase price per
Share under an incentive stock option shall not in any event be less than
100% of the Fair Market Value of a Share on the date of grant of the Option
and the purchase price per Share under a non-qualified stock option shall not
be less than the greater of either the par value of said Shares or 80% of the
Fair Market Value of said Shares on the date of grant of the Option.

     8.   DURATION OF OPTIONS.  The duration of any Option granted under this
Plan shall be for a period of ten years from the date upon which the Option
is granted or such lesser period as the Committee may determine at the time
of grant.

     9.   TEN PERCENT SHAREHOLDERS.  Notwithstanding any other provision of
this Plan to the contrary, no Option which is intended to qualify as an
incentive stock option may be granted under this Plan to any employee who, at
the time the Option is granted, owns Shares possessing more than 10% of the
total combined voting power of all classes of stock of the Corporation or any
Subsidiary, unless the exercise price under such Option is at least 110% of
the Fair Market Value of a Share on the date such Option is granted and the
duration of such Option is no more than five years.

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     10.  EXERCISE OF OPTIONS.  Except as otherwise provided herein, Options,
after the grant thereof, shall be exercisable by the holder at such rate and
times as may be fixed by the Committee; provided, however, that no Options
may be exercised for less than 100 Shares at a time, unless the grant is for
a number of Shares not evenly divisible by 100, in which case the final
exercise may be for the remaining Shares; and provided, further, that no
Option may be exercised prior to the approval of the Plan by a majority vote
of the shareholders.

     Notwithstanding the foregoing, all or any part of any remaining
unexercised Options granted to any person may, after approval of the Plan by
a majority vote of the shareholders of the Corporation, be exercised in the
following circumstances:  (a) subject to the provisions of Section 13 hereof,
immediately upon (but prior to the expiration of the term of the Option) the
holder's cessation of employment or service due to retirement from the
Corporation and all Subsidiaries on or after his 65th birthday, (b) subject
to the provisions of Section 13 hereof, upon the disability (to the extent
and in a manner as shall be determined by the Committee in its sole
discretion) or death of the holder, or (c) upon the occurrence of such
special circumstance or event as in the opinion of the Committee merits
special consideration; provided, however, that the estate of the deceased
holder of an Option may exercise it prior to the expiration of the six-month
period described above.

     An Option shall be exercised by the delivery of a written notice duly
signed by the holder thereof to such effect ("Exercise Notice"), together
with the full purchase price of the Shares purchased pursuant to the exercise
of the Option, to the Chairman of the Board or an officer of the Corporation
appointed by the Chairman of the Board for the purpose of receiving the same.
Payment of the full purchase price shall be made as follows: (i) in cash or
by check payable to the order of the Corporation which amount payable
includes all applicable withholding taxes; (ii) by including in the Exercise
Notice an order to a designated broker to sell part or all of the Shares and
to deliver sufficient proceeds to the Corporation to pay the full purchase
price of the Shares and all applicable withholding taxes; (iii) if
specifically authorized by the Committee and the purchaser is an employee or
Consultant at the time of purchase, by payment in cash of at least $.01 per
Share and all applicable withholding taxes, with the remainder of the Option
price being borrowed from the Corporation as described below; or (iv) by such
other methods as the Committee may permit from time to time.  In the case
described in clause (iii) above, the Corporation, unless otherwise determined
by the Committee, will lend to such purchaser an amount up to the excess of
the full Option price of the Shares purchased over the cash payment, but not
more than the excess of such price over the par value of such Shares, such
loan to be evidenced by the purchaser's delivery to the Corporation of his or
her unconditional promissory note to pay the amount of the loan within five
years in such manner as is determined by the Committee.  Any such note: (i)
shall be dated the date of the Exercise Notice of the Option, (ii) shall
provide for the payment of equal installments of principal, (iii) shall
provide for quarterly payment of interest on such indebtedness at such rate
as the Committee may determine, which cannot be less than the prime rate and
(iv) shall be in such form and contain such other provisions as the Committee
may determine from time to time.  In connection with any such loan the
purchaser shall deposit with the pledge to the Corporation the certificate or
certificates evidencing all of the Shares so purchased, to be held by the
Corporation as collateral security for such loan. If the employment or
consulting arrangement of the purchaser is terminated by reason of death, any
unpaid balance of such indebtedness shall become due and payable one year
after the date of

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the death, but not later than five years after the date of purchase, unless
otherwise determined by the Committee.  If the employment or consulting
arrangement of the purchaser is terminated for any reason other than death,
any unpaid balance of such indebtedness shall become immediately due and
payable on such date of termination, unless otherwise determined by the
Committee.  Cash dividends paid on Shares held by the Corporation as security
shall be paid to the purchaser.  Voting rights and other shareholder's rights
with respect to all Shares shall vest in the purchaser although the Shares
are held by the Corporation as security.  Upon default in the payment of
principal or interest on a loan provided for in this paragraph, the
Corporation, to the extent then permitted by law and without demand or notice
to the debtor, may sell any pledged Shares for the benefit of the debtor and
apply the net proceeds of such sale to the then unpaid principal and interest
on such loan, and any remainder of such proceeds shall be paid to the debtor.

     Within a reasonable time after the exercise of an Option, the
Corporation shall cause to be delivered to the person entitled thereto, a
certificate for the Shares purchased pursuant to the exercise of the Option,
subject to the deposit of such certificate as collateral security for a loan
as described in the preceding paragraph.  If the Option shall have been
exercised with respect to less than all of the Shares subject to the Option,
the Corporation shall maintain records indicating the number of Shares with
respect to which the Option remains available for exercise and, absent
manifest error, the Corporation's records shall be determinative.

     In lieu of the foregoing option exercise payment methods, the Option
holder may deliver with the Exercise Notice (A) shares of the Corporation's
Common Stock owned by the holder having a Fair Market Value calculated as of
the date of the Option exercise equal to the sum of (i) the aggregate Option
exercise price of the Shares with respect to which such Option or portion is
being exercised and (ii) applicable withholding taxes, duly endorsed for
transfer to the Corporation, or (B) written instructions to withhold shares
of the Corporation's Common Stock issuable to the holder upon exercise of the
Option being exercised, having a Fair Market Value calculated as of the date
of the Option exercise equal to the sum of (i) the aggregate Option exercise
price of the Shares with respect to which such Option or portion is being
exercised (including the Shares to be withheld) and (ii) applicable
withholding taxes. Notwithstanding the foregoing, Option holders may not
utilize these alternative methods of payment in connection with incentive
stock options outstanding on November 15, 1995.

     Notwithstanding any other provision of the Plan or of any Option, no
Option granted pursuant to the Plan may be exercised at any time when the
Option or the granting or exercise thereof violates any law or governmental
order or regulation.

     11.  CONSIDERATION FOR OPTIONS.  The Corporation shall obtain such
consideration for the grant of an Option as the Committee in its discretion
may determine.

     12.  NON-TRANSFERABILITY OF OPTIONS.  Options and all other rights
thereunder shall be non-transferable or non-assignable by the holder thereof
except to the extent that the estate of a deceased holder of an Option may be
permitted to exercise them.  Options may be exercised or surrendered during
the holder's lifetime only by the holder thereof.

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     13.  TERMINATION OF EMPLOYMENT.  All or any part of any Option, to the
extent unexercised, shall terminate immediately: (i) in the case of an
employee, upon the cessation or termination for any reason of the holder's
employment by the Corporation or any Subsidiary, or (ii) in the case of a
director or Consultant who is not an employee, upon the holder's ceasing to
serve as a director or Consultant of the Corporation or any Subsidiary,
except that the holder shall have until the end of the tenth business day
following the cessation of his employment with the Corporation or its
Subsidiaries or his service as a director or Consultant of the Corporation or
its Subsidiaries, and no longer, to exercise any unexercised Option that he
could have exercised on the day on which such employment or service
terminated; provided, that such exercise must be accomplished prior to the
expiration of the term of such Option. Notwithstanding the foregoing, if the
cessation of employment or service is due to retirement on or after attaining
the age of sixty-five (65) years, or to disability (to an extent and in a
manner as shall be determined in each case by the Committee in its sole
discretion) or to death, the holder or the representative of the estate of a
deceased holder shall have the privilege of exercising the Options which are
unexercised at the time of such retirement, or of such disability or death;
provided, however, that such exercise must be accomplished prior to the
expiration of the term of such Option and (a) within three months of the
holder's retirement or disability, or (b) within six months of the holder's
death, as the case may be.  If the employment or service of any Option holder
with the Corporation or its Subsidiaries shall be terminated because of the
Option holder's violation of the duties of such employment or service with
the Corporation or its Subsidiaries as he may from time to time have, the
existence of which violation shall be determined by the Board in its sole
discretion (which determination by the Board shall be conclusive), all
unexercised Options of such Option holder shall terminate immediately upon
such termination of the holder's employment or service with the Corporation
or its Subsidiaries, and an Option holder whose employment or service with
the Corporation or its Subsidiaries is so terminated, shall have no right
after such termination to exercise any unexercised Option he might have
exercised prior to the termination of his employment or service with the
Corporation or its Subsidiaries.

     14.  ADJUSTMENT PROVISION.  If prior to the complete exercise of any
Option there shall be declared and paid a stock dividend upon the Shares or
if the Shares shall be split up, converted, exchanged, reclassified, or in
any way substituted for, then the Option, to the extent that it has not been
exercised, shall entitle the holder thereof upon the future exercise of the
Option to such number and kind of securities or cash or other property
subject to the terms of the Option to which he would have been entitled had
he actually owned the Shares subject to the unexercised portion of the Option
at the time of the occurrence of such stock dividend, split-up, conversion,
exchange, reclassification or substitution, and the aggregate purchase price
upon the future exercise of the Option shall be the same as if the originally
optioned Shares were being purchased thereunder.

     Any fractional shares or securities issuable upon the exercise of the
Option as a result of such adjustment shall be payable in cash based upon the
Fair Market Value of such shares or securities at the time of such exercise.
If any such event should occur, the number of Shares with respect to which
Options remain to be issued, or with respect to which Options may be
reissued, shall be adjusted in a similar manner.

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     Notwithstanding any other provision of this Plan, in the event of a
recapitalization, merger, consolidation, rights offering, reorganization,
liquidation, or other change in the Corporation's corporate structure or
outstanding Shares, the Committee may make such equitable adjustments to the
number of Shares and class of shares available hereunder as it shall deem
appropriate to prevent dilution or enlargement of rights.

     15.  ISSUANCE OF SHARES AND COMPLIANCE WITH SECURITIES ACT.  The
Corporation may postpone the issuance and delivery of Shares pursuant to the
grant or exercise of any Option until (a) the admission of such Shares to
listing on any stock exchange on which Shares of the Corporation of the same
class are then listed, and (b) the completion of such registration or other
qualification of such Shares under any State or Federal law, rule or
regulation as the Corporation shall determine to be necessary or advisable.
Any holder of an Option shall make such representations and furnish such
information as may, in the opinion of counsel for the Corporation, be
appropriate to permit the Corporation, in the light of the then existence or
non-existence with respect to such Shares of an effective time to time
amended (the "Securities Act"), to issue the Shares in compliance with the
provisions of the Securities Act or any comparable act.  The Corporation
shall have the right, in its sole discretion, to legend any Shares which may
be issued pursuant to the grant or exercise of any Option, or may issue stop
transfer orders in respect thereof.

     16.  INCOME TAX WITHHOLDING.  If the Corporation or a Subsidiary shall
be required to withhold any amounts by reason of any Federal, State or local
tax rules or regulations in respect of the issuance of Shares pursuant to the
exercise of any Option, the Corporation or the Subsidiary shall be entitled
to deduct and withhold such amounts from any cash payments to be made to the
holder of such Option.  In any event, the holder shall make available to the
Corporation or Subsidiary, promptly when requested by the Corporation or such
Subsidiary, sufficient funds to meet the requirements of such withholding;
and the Corporation or Subsidiary shall be entitled to take and authorize
such steps as it may deem advisable in order to have such funds made
available to the Corporation or Subsidiary out of any funds or property due
or to become due to the holder of such Option.

     17.  ADMINISTRATION AND AMENDMENT OF THE PLAN.  Except as hereinafter
provided, the Board of Directors or the Committee may at any time withdraw or
from time to time amend the Plan as it relates to, and the terms and
conditions of, any Option not theretofore granted, and the Board of Directors
or the Committee, with the consent of the affected holder of an Option, may
at any time withdraw or from time to time amend the Plan as it relates to,
and the terms and conditions of, any outstanding Option.  Notwithstanding the
foregoing, any amendment by the Board of Directors or the Committee which
would (i) increase the number of Shares issuable under the Plan or to any
individual, (ii) materially increase the benefits accruing to Eligible
Persons under the Plan, or (iii) change the class of Eligible Persons, shall
be subject to the approval of the shareholders of the Corporation within one
year of such amendment. Effective August 11, 1999, without the prior approval
of the Corporation's shareholders, options issued hereunder will not be
re-priced by lowering the option exercise price of a previously granted
award, or by cancellation of outstanding options with subsequent replacement,
or re-grant of options with lower exercise prices.

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     Determinations of the Committee as to any question which may arise with
respect to the interpretation of the provisions of the Plan and Options shall
be final.  The Committee may authorize and establish such rules, regulations
and revisions thereof not inconsistent with the provisions of the Plan, as it
may deem advisable to make the Plan and Options effective or provide for
their administration, and may take such other action with regard to the Plan
and Options as it shall deem desirable to effectuate their purpose.

     The Plan is intended to comply with Rule l6b-3 under the Exchange Act.
Any provision inconsistent with such Rule shall be inoperative and shall not
affect the validity of the Plan.

     18.  NO RIGHT OF EMPLOYMENT OR SERVICE.  Nothing contained herein or in
an Option shall be construed to confer on any Eligible Person any right to be
continued in the employ or service of the Corporation or any Subsidiary or
derogate from any right of the Corporation and any Subsidiary to retire,
request the resignation of or discharge such Eligible Person (without or with
pay), at any time, with or without cause.

     19.  FINAL ISSUANCE DATE.  No Option shall be granted under the Plan
after November 7, 2001.

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