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                                      [LOGO]

                                        NOTE

$ 15,000,000                    SAN DIEGO, California,      JUNE 17,1998

On DECEMBER 2, 2002  and as hereinafter provided, for value received, the 
undersigned promises to pay to IMPERIAL BANK ("Bank") a California banking 
corporation, or order, at its SOUTHERN CALIFORNIA EMERGING GROWTH INDUSTRIES 
GROUP office, the principal sum of $ 15,000,000 or such sums up to the 
maximum if so stated, as the Bank may now or hereafter advance to or for the 
benefit of the undersigned in accordance with the terms hereof, together with 
interest from date of disbursement or N/A, whichever is later, on the unpaid 
principal balance / / at the rate of    % per year /X/ at the rate of .50% 
per year in excess of the rate of interest which Bank has announced as its 
prime lending rate (the "Prime Rate"), which shall vary concurrently with any 
change in such Prime Rate, or $250.00, whichever is greater.  Interest shall 
be computed at the above rate on the basis of the actual number of days 
during which the principal balance is outstanding, divided by 360, which 
shall, for interest computation purposes, be considered one year.

Interest shall be payable /X/ monthly  / / quarterly  / / included with 
principal /X/ in addition to principal / / beginning JULY 15,1998, and if not 
so paid shall become a part of the principal.  All payments shall be applied 
first to any late charges owing, then to interest and the remainder, if any, 
to principal. /X/ (If checked), Principal shall be payable in installments of 
$       * or more, each installment on the 15TH day of each MONTH, beginning 
AUGUST 15, 1998. Advances not to exceed any unpaid balance owing at any one 
time equal to the maximum amount specified above, may be made at the option 
of Bank.

     Any partial prepayment shall be applied to the installments, if any, in 
inverse order of maturity.  Should default be made in the payment of 
principal or interest when due, or in the performance or observance, when 
due, of any item, covenant or condition of any deed of trust, security 
agreement or other agreement (including amendments or extensions thereof) 
securing or pertaining to this note, at the option of the holder hereof and 
without notice or demand, the entire balance of principal and accrued 
interest then remaining unpaid shall (a) become immediately due and payable, 
(b) thereafter bear interest, until paid in full, at the increased rate of 5% 
per year in excess of the rate provided for above, as it may vary from time 
to time.

     Defaults shall include, but not be limited to, the failure of the 
maker(s) to pay principal or interest when due; the filing as to each person 
obligated hereon, whether as maker, co-maker, endorser or guarantor 
(individually or collectively referred to as the "Obligor") of a voluntary or 
involuntary petition** under the provisions of the Federal Bankruptcy Act; the 
issuance of any attachment or execution against any asset of any Obligor; the 
death of any Obligor** if not terminated within 60 days.

     If any installment payment, interest payment, principal payment or
principal balance payment due hereunder is delinquent ten or more days, Obligor
agrees to pay Bank a late charge in the amount of 5% of the payment so due and
unpaid, in addition to the payment; but nothing in this paragraph is to be
construed as any obligation on the part of the holder of this note to accept
payment of any payment past due or less than the total unpaid principal balance
after maturity.

     If this note is not paid when due, each Obligor promises to pay all costs
and expenses of collection and reasonable attorneys fees incurred by the holder
hereof on account of such collection, plus interest at the rate applicable to
principal, whether or not suit is filed hereon.  Each Obligor shall be jointly
and severally liable hereon and consents to renewals, replacements and
extensions of time for payment hereof, before, at, or after maturity; consents
to the acceptance, release or substitution of security for this note; and waives
demand and protest and the right to assert any statute of limitations.  Any
married person who signs this note agrees that recourse may be had against
separate property for any obligations hereunder.  The indebtedness evidenced
hereby shall be payable in lawful money of the United States.  In any action
brought under or arising out of this note, each Obligor, including successor(s)
or assign(s) hereby consents to the application of California law, to the
jurisdiction of any competent court within the State of California, and to
service of process by any means authorized by California law.

     No single or partial exercise of any power hereunder, or under any deed 
of trust, security agreement or other agreement in connection herewith shall 
preclude other or further exercises thereof or the exercise of any other such 
power.  The holder hereof shall at all times have the right to proceed 
against any portion of the security for this note in such order and in such 
manner as such holder may consider appropriate, without waiving any rights 
with respect to any of the security.  Any delay or omission on the part of 
the holder hereof in exercising any right hereunder, or under any deed of 
trust, security agreement or other agreement, shall not operate as a waiver 
of such right, or of any other right, under this note or any deed of trust, 
security agreement or other agreement in connection herewith.

* See Addendum attached hereto and made a part hereof by this reference

Subject to the terms and limitations
contained in the Credit Agreement        ALLIANCE PHARMACEUTICALS CORP.
dated June 17, 1998                      a New York Corporation
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                                        BY: /s/ Theodore D. Roth
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                                             Theodore D. Roth, President

                                        BY: /s/ Tim T. Hart
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                                             Tim T. Hart, Treasurer


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ADDENDUM ATTACHED TO THAT CERTAIN NOTE IN THE AMOUNT OF $15,000,000.00 DATED
JUNE 17,1998 EXECUTED BY ALLIANCE PHARMACEUTICAL CORP., A NEW YORK CORPORATION:



                                      ADDENDUM

On July 7, 1998 $6,000,000 of the total outstanding principal under the Note
shall be converted to an amortizing loan payable in 48 equal monthly payments of
principal plus accrued interest commencing August 15, 1998 based on a 7 year
amortization period.  Interest only payments shall be due on the remaining
outstanding balance, including any additional funds advanced under the Note
through December 15, 1998, beginning July 15, 1998, and continuing on the 15th
day of each calendar month until December 15, 1998.  Thereafter, the outstanding
principal balance under the Note shall be converted to an amortizing loan
payable in 48 equal monthly payments of principal plus accrued interest
commencing January 15, 1999 based on a 7 year amortization period.

All principal and accrued but unpaid interest shall in any event be due and
payable on December 2, 2002.