<PAGE>

IMPERIAL BANK
INNOVATIVE BUSINESS BANKING
    Member FDIC

                           COMMERCIAL SECURITY AGREEMENT


<TABLE>
<CAPTION>
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      Principal       Loan Date        Maturity      Loan No     Call      Collateral     Account       Officer        Initials
<S>                   <C>             <C>            <C>         <C>       <C>            <C>           <C>            <C>
    $8,422,619.04     08-02-1999      10-15-2001                                                          177
-------------------------------------------------------------------------------------------------------------------------------
</TABLE>

    REFERENCES IN THE SHADED AREA ARE FOR LENDER'S USE ONLY AND DO NOT LIMIT THE
           APPLICABILITY OF THIS DOCUMENT TO ANY PARTICULAR LOAN OR ITEM.

BORROWER: ALLIANCE PHARMACEUTICAL CORP.,  LENDER: IMPERIAL BANK
          A NEW YORK CORPORATION; ET. AL.         EMERGING GROWTH INDUSTRIES
          3040 SCIENCE PARK ROAD                  GROUP - SOUTHERN CALIFORNIA
          SAN DIEGO, CA  92121-1102               REGIONAL OFFICE
                                                  701 B STREET, SUITE 600
                                                  SAN DIEGO, CA 92101-8120

GRANTOR:  ALLIANCE PHARMACEUTICAL CORP., A NEW YORK CORPORATION AND MDV
          TECHNOLOGIES, INC., A DELAWARE CORPORATION

--------------------------------------------------------------------------------

THIS COMMERCIAL SECURITY AGREEMENT is entered into among ALLLIANCE
PHARMACEUTICAL CORP., A NEW YORK CORPORATION and MDV TECHNOLGOIES, INC., A
DELAWARE CORPORATION (referred to below individually and collectively as
"Borrower"); ALLIANCE PHARMACEUTICAL CORP., A NEW YORK CORPORATION and MDV
TECHNOLOGIES, INC., A DELAWARE CORPORATION (referred to below individually and
collective as "Grantor"); and Imperial Bank (referred to below as "Lender").
For valuable consideration, Grantor grants to Lender a security interest in the
Collateral to secure the indebtedness and agrees that Lender shall have the
rights stated in this Agreement with respect to the Collateral, in addition to
all other rights which Lender may have by law.

DEFINITIONS.  The following words shall have the following meanings when used in
this Agreement.  Terms not otherwise defined in this Agreement shall have the
meanings attributed to such terms in the Uniform Commercial Code.  All
references to dollar amounts shall mean amounts in lawful money of the United
States of America.


     AGREEMENT.  The word "Agreement" means this Commercial Security Agreement,
     as this Commercial Security Agreement may be amended or modified from time
     to time, together with all exhibits and schedules attached to this
     Commercial Security Agreement from time to time.

     BORROWER.  The word "Borrower" means each and every person or entity
     signing the Note, including without limitation ALLIANCE PHARMACEUTICAL
     CORP., A NEW YORK CORPORATION and MDV TECHNOLOGIES, INC., A DELAWARE
     CORPORATION.

     COLLATERAL.  The word "Collateral" means the following described property
     of Grantor, whether now owned or hereafter acquired, whether now existing
     or hereafter arising, and wherever located.

          SEE EXHIBIT "A", ATTACHED HERETO AND MADE A PART HEREOF BY THIS
          REFERENCE.

     In addition, the word "Collateral" includes all the following, whether now
     owned or hereafter acquired, whether now existing or hereafter arising, and
     wherever located:

          (a)  All attachments, accessions, accessories, tools, parts, supplies,
               increases, and additions to and all replacements of and
               substitutions for any property described above.
          (b)  All products and produce of any of the property described in this
               Collateral section.
          (c)  All accounts, general intangibles, instruments, rents, monies,
               payments, and all other rights, arising out of a sale, lease, or
               other disposition of any of the property described in this
               Collateral section.
          (d)  All proceeds (including insurance proceeds from the sale,
               destruction, loss, or other disposition of any of the property
               described in this Collateral section.
          (e)  All records and data relating to any of the property described in
               this Collateral section, whether in the form of a writing,
               photograph, microfilm, microfiche, or electronic media, together
               with all of Grantor's right, title, and interest in and to all
               computer software required to utilize, create, maintain, and
               process any such records or data on electronic media.

     EVENT OF DEFAULT.  The words "Event of Default: mean and include without
     limitation any of the Events of Default set forth below in the section
     titled "Events of Default."

     GRANTOR.  The word "Grantor" means ALLIANCE PHARMACEUTICAL CORP., A NEW
     YORK CORPORATION and MDV TECHNOLOGIES, INC., A DELAWARE CORPORATION.  Any
     Grantor who signs this Agreement, but does not sign the Note, is signing
     this Agreement only to grant a security interest in Grantor's interest in
     the Collateral to Lender and is not personally liable under the Note except
     as otherwise provided by contract or law (e.g., personal liability under a
     guaranty or as a surety).

     GUARANTOR.  The word "Guarantor: means and includes without limitation each
     and all of the guarantors, sureties, and accommodation parties in
     connection with the indebtedness.

     INDEBTEDNESS.  The word "indebtedness" means the indebtedness evidenced by
     the Note, including all principal and interest, together with all other
     indebtedness and costs and expenses for which Grantor or Borrower is
     responsible under this Agreement or under any of the Related Documents.  In
     addition, the word "indebtedness" includes all other obligations, debts and
     liabilities, plus interest thereon, of Borrower, or any one or more of
     them, to Lender, as well as all claims by Lender against Borrower, or any
     one or more of them, whether existing now or later; whether they are
     voluntary or involuntary, due or not due, direct or indirect, absolute or
     contingent, liquidated or unliquidated; whether Borrower may be liable
     individually or jointly with others; whether Borrower may be obligated as
     guarantor, surety, accommodation party or otherwise; whether recovery upon
     such indebtedness may be or hereafter may become barred by any statute of
     limitations; and whether such indebtedness may be or hereafter may be come
     otherwise unenforceable.  (INITIAL HERE__________.)

     LENDER.  The word "Lender" means Imperial Bank, its successors and assigns.

     NOTE.  The word "Note" means the note or credit agreement dated August 2,
     1999, in the principal amount of $8,422,619.04 from Borrower to Lender,
     together with all renewals of, extensions of, modifications of, refinancing
     of, consolidations of and substitutions for the note or credit agreement.

     RELATED DOCUMENTS.  The words "Related Documents" mean and include without
     limitation all promissory notes, credit agreements, loan agreements,
     environmental agreements, guaranties, security agreements, mortgages, deeds
     of trust, and all other instruments, agreements and documents, whether now
     or hereafter existing, executed in connection with the indebtedness.


<PAGE>

 08-02-99                 COMMERCIAL SECURITY AGREEMENT                   PAGE 2
                                    (CONTINUED)

BORROWER'S WAIVERS AND RESPONSIBILITIES.  Except as otherwise required under
this agreement or by applicable law, (a) Borrower agrees that Lender need not
tell Borrower about any action or inaction Lender takes in connection with this
Agreement; (b) Borrower assumes the responsibility for being and keeping
informed about the Collateral; and (c) Borrower waives any defenses that may
arise because of any action or inaction of Lender, including without limitation
any failure of Lender to realize upon the Collateral or any delay by Lender in
realizing upon the Collateral; and Borrower agrees to remain liable under the
Note no matter what action Lender takes or fails to take under this Agreement.

GRANTOR'S REPRESENTATIONS AND WARRANTIES.  Grantor warrants that: (a) this
Agreement is executed at Borrower's request and not at the request of Lender;
(b) Grantor has the full right, power and authority to enter into this Agreement
and to pledge the Collateral to Lender; (c) Grantor has established adequate
means of obtaining from Borrower on a continuing basis information about
Borrower's financial condition; and (d) Lender has made no representation to
Grantor about Borrower or Borrower's creditworthiness.

GRANTOR'S WAIVERS.  Grantor waives all requirements of presentment, protest,
demand, and notice of dishonor or non-payment to Grantor, Borrower, or any other
party to the indebtedness or the Collateral.  Lender may do any of the following
with respect to any obligation of any Borrower, without first obtaining the
consent of Grantor; (a) grant any extension of time for any payment, (b) grant
any renewal, (c) permit any modification of payment terms or other terms, or (d)
exchange or release any Collateral or other security.  No such act or failure to
act shall affect Lender's rights against Grantor or the Collateral.

If now or hereafter (a) Borrower shall be or become insolvent, and (b) the
indebtedness shall not at all times until paid be fully secured by collateral
pledged by Borrower, Grantor hereby forever waives and relinquishes in favor of
Lender and Borrower, and their respective successors, any claim or right to
payment Grantor may now or hereafter have or acquire against Borrower, by
subrogation or otherwise so that at no time shall Grantor be or become a
"creditor" of Borrower within the meaning of 11 U.S.C. section 547 (b), or any
successor provision of the Federal bankruptcy laws.

RIGHT OF SETOFF.  Grantor hereby grants Lender a contractual security interest
in and hereby assigns, conveys, delivers, pledges, and transfers all of
Grantor's right, title and interest in and to Grantor's accounts with Lender
(whether checking, savings, or some other accounts), including all accounts held
jointly with someone else and all accounts Grantor may open in the future,
excluding, however, all IRA and Keogh accounts, and all trust accounts for which
the grant of a security interest would be prohibited by law.  Grantor authorizes
Lender, to the extent permitted by applicable law, to charge or setoff all
indebtedness against any and all such accounts.

OBLIGATIONS OF GRANTOR.  Grantor warrants and covenants to Lender as follows:

     ORGANIZATION.  Grantor is a corporation which is duly organized, validly
     existing, and in good standing under the laws of the State of New York and
     Delaware.

     AUTHORIZATION.  The execution, delivery, and performance of this Agreement
     by Grantor have been duly authorized by all necessary action by Grantor and
     do not conflict with, result in a violation of, or constitute a default
     under (a) any provision of any articles or agreements relating to entity
     incorporation, organization or existence, any agreement or other instrument
     binding upon Grantor or (b) any law, governmental regulation, court decree,
     or order applicable to Grantor.

     PERFECTION OF SECURITY INTEREST.  Grantor agrees to execute such financing
     statements and to take whatever other actions are requested by Lender to
     perfect and continue Lender's security interest in the Collateral.  Upon
     request of Lender, Grantor will deliver to Lender any and all of the
     documents evidencing or constituting the Collateral, and Grantor will note
     Lender's interest upon any and all chattel paper if not delivered to Lender
     for possession by Lender.  Grantor hereby appoints Lender as its
     irrevocable attorney-in-fact for the purpose of executing any documents
     necessary to perfect or to continue the security interest granted in this
     Agreement.  Lender may at any time, and without further authorization from
     Grantor, file a carbon, photographic or other reproduction of any financing
     statement or of this Agreement for use as a financing statement.  Grantor
     will reimburse Lender for all expenses for the perfection and the
     continuation of the perfection of Lender's security interest in the
     Collateral.  Grantor promptly will notify Lender before any change in
     Grantor's name including any change to the assumed business names of
     Grantor. THIS IS A CONTINUING SECURITY AGREEMENT AND WILL CONTINUE IN
     EFFECT EVEN THOUGH ALL OR ANY PART OF THE INDEBTEDNESS IS PAID IN FULL AND
     EVEN THOUGH FOR A PERIOD OF TIME BORROWER MAY NOT BE INDEBTED TO LENDER.

     NO VIOLATION.  The execution and delivery of this Agreement will not
     violate any law or agreement governing Grantor or to which Grantor is a
     party, and its articles or agreements relating to entity incorporation,
     organization or existence do not prohibit any term or condition of the
     Agreement.

     ENFORCEABILITY OF COLLATERAL.  To the extend the Collateral consists of
     accounts, chattel paper, or general intangibles, the Collateral is
     enforceable in accordance with its terms, is genuine, and complies with
     applicable laws concerning form, content and manner of preparation and
     execution, and all persons appearing to be obligated on the Collateral have
     authority and capacity to contract and are in fact obligated as they appear
     to be on the Collateral.

     LOCATION OF THE COLLATERAL.  Grantor, upon request of Lender, will deliver
     to Lender in form satisfactory to Lender a schedule of real properties and
     Collateral locations relating to Grantor's operations, including without
     limitation the following; (a) all real property owned or being purchased by
     Grantor; (b) all real property being rented or leased by Grantor; (c) all
     storage facilities owned, rented, leased, or being used by Grantor; and (d)
     all other properties where Collateral is or may be located.  Except in the
     ordinary course of its business, Grantor shall not remove the Collateral
     from its existing locations without the prior written consent of Lender.

     REMOVAL OF COLLATERAL.  Grantor shall keep the Collateral (or to the extend
     the Collateral consists of intangible property such as accounts, the
     records concerning the Collateral) at Grantor's address shown above, or at
     such other locations as are acceptable to Lender.  Except in the ordinary
     course of its business, including the sales of inventory, Grantor shall not
     remove the Collateral from its existing locations without the prior written
     consent of Lender.  To the extend that the Collateral consists of vehicles,
     or other tilted property, Grantor shall not take or permit any action which
     would require application for certificates of title for the vehicles
     outside the State of Delaware, without the prior written consent of Lender.

     TRANSACTIONS INVOLVING COLLATERAL.  Except for inventory sold or accounts
     collected in the ordinary course of Grantor's business, Grantor shall not
     sell, offer to sell, or otherwise transfer or dispose of the Collateral.
     While Grantor is not in default under this Agreement, Grantor may sell
     inventory, but only in the ordinary course of its business and only to
     buyers who qualify as a buyer in the ordinary course of business.  A sale
     in the ordinary course of Grantor's business does not include a transfer in
     partial or total satisfaction of a debt or any bulk sale.  Grantor shall
     not pledge, mortgage, encumber or otherwise permit the Collateral to be
     subject to any lien, security interest, encumbrance, or charge, other than
     the security interest provided for in this Agreement, without the prior
     written consent of Lender.  This includes security interests even if junior
     in right to the security interests granted under this Agreement.  Unless
     waived by Lender, all proceeds from any disposition of the Collateral (for
     whatever reason) shall be held in trust for Lender and shall not be
     commingled with any other funds; provided however, this requirement shall
     not constitute consent by Lender to any sale or other disposition.  Upon
     receipt, Grantor shall immediately deliver any such proceeds to Lender.

     TITLE.  Grantor represents and warrants to Lender that it holds good and
     marketable title to the Collateral, free and clear of all liens and
     encumbrances except for the lien of this Agreement.  No financing statement
     covering any of the Collateral is on file in any public office other than
     those which reflect the security interest created by this Agreement or to
     which Lender has specifically consented.  Grantor shall defend Lender's
     right in the Collateral against the claims and demands of all other
     persons.

     COLLATERAL SCHEDULES AND LOCATIONS.  Insofar as the Collateral consists of
     inventory, Grantor shall deliver to Lender, as often as Lender shall
     require, such lists, descriptions, and designations of such Collateral as
     Lender may require to identify the nature, extent, and location of such
     Collateral.  Such information shall be submitted for Grantor and each of
     its subsidiaries or related companies.

     MAINTENANCE AND INSPECTION OF COLLATERAL.  Grantor shall maintain all
     tangible Collateral in good condition and repair.  Grantor will not commit
     or permit damage to or destruction of the Collateral or any part of the
     Collateral.  Lender and its designated representatives and agents shall
     have the right at all reasonable times to examine, inspect, and audit the
     Collateral wherever located.  Grantor shall immediately notify Lender of
     all cases involving the


<PAGE>

 08-02-99                 COMMERCIAL SECURITY AGREEMENT                   PAGE 3
                                    (CONTINUED)

     return, rejection, repossession, loss or damage of or to any Collateral; of
     any request for credit or adjustment or of any other dispute arising with
     respect to the Collateral; and generally of all happenings and events
     affecting the Collateral or the value or the amount of the Collateral.

     TAXES, ASSESSMENTS AND LIENS.  Grantor will pay when due all taxes,
     assessments and liens upon the Collateral, its use or operation, upon this
     Agreement, upon any promissory note or notes evidencing the indebtedness,
     or upon any of the other Related Documents.  Grantor may withhold any such
     payment or may elect to contest any lien if Grantor is in good faith
     conducting an appropriate proceeding to contest the obligation to pay and
     so long as Lender's interest in the Collateral is not jeopardized in
     Lender's sole opinion.  If the Collateral is subjected to a lien which is
     not discharged within fifteen (15) DAYS, Grantor shall deposit with Lender
     cash, a sufficient corporate surety bond or other security satisfactory to
     Lender in an amount adequate to provide for the discharge of the lien plus
     any interest, costs, attorneys' fees or other charges that could accrue as
     a result of foreclosure or sale of the Collateral.  In any contest Grantor
     shall defend itself and Lender and shall satisfy any final adverse judgment
     before enforcement against the Collateral.  Grantor shall name Lender as an
     additional obligee under any surety bond furnished in the contest
     proceedings.

     COMPLIANCE WITH GOVERNMENTAL REQUIREMENTS.  Grantor shall comply promptly
     with all laws, ordinances, rules and regulations of all governmental
     authorities, now or hereafter in effect, applicable to the ownership,
     production, disposition, or use of the Collateral.  Grantor may contest in
     good faith any such law, ordinance or regulation and withhold compliance
     during any proceeding, including appropriate appeals, so long as Lender's
     interest in the Collateral, in Lender's opinion, is not jeopardized.

     HAZARDOUS SUBSTANCES.  Grantor represents and warrants that the Collateral
     never has been, and never will be so long as this Agreement remains a lien
     on the Collateral, used for the generation, manufacture, storage,
     transportation, treatment, disposal, release or threatened release of any
     hazardous waste or substance, as those terms are defined in the
     Comprehensive Environmental Response, Compensation, and Liability Act of
     1980, as amended, 42 U.S.C. Section 9601, et seq. ("CERCLA"), the Superfund
     Amendments and Reauthorization Act of 1986, Pub. L. No. 99-499 ("SARA"),
     the Hazardous Materials Transportation Act, 49 U.S.C. Section 1801, et
     seq., the Resource Conservation and Recovery Act, 42 U.S.C. Section 6901,
     et seq., or other applicable state or Federal laws, rules, or regulations
     adopted pursuant to any of the foregoing.  The terms "hazardous waste" and
     "hazardous substance" shall also include, without limitation, petroleum and
     petroleum by-products or any fraction thereof and asbestos.  The
     representations and warranties contained herein are based on Grantor's due
     diligence in investigating the Collateral for hazardous wastes and
     substances.  Grantor hereby (a) releases and waives any future claims
     against Lender for indemnity or contribution in the event Grantor becomes
     liable for cleanup or other costs under any such laws, and (b) agrees to
     indemnify and hold harmless Lender against any and all claims and losses
     resulting from a breach of this provision of the Agreement.  This
     obligation to indemnify shall survive the payment of the indebtedness and
     the satisfaction of this Agreement.

     MAINTENANCE OF CASUALTY INSURANCE.  Grantor shall procure and maintain all
     risks insurance, including without limitation fire, theft and liability
     coverage together with such other insurance as Lender may require with
     respect to the Collateral, in form, amounts, coverages and basis reasonably
     acceptable to Lender and issued by a company or companies reasonably
     acceptable to Lender.  Grantor, upon request of Lender, will deliver to
     Lender from time to time the policies or certificates of insurance in form
     satisfactory to Lender, including stipulations that coverages will not be
     canceled or diminished without at least thirty (30) days' prior written
     notice to Lender and not including any disclaimer of the insurer's
     liability for failure to give such a notice.  Each insurance policy also
     shall include an endorsement providing that coverage in favor of Lender
     will not be impaired in any way by any act, omission or default of Grantor
     or any other person.  In connection with all policies covering assets in
     which Lender holds or is offered a security interest, Grantor will provide
     Lender with such loss payable or other endorsements as Lender may require.
     In no event shall the insurance be in an amount less than the amount agreed
     upon in the Agreement to Provide Insurance.  If Grantor at any time fails
     to obtain or maintain any insurance as required under this Agreement,
     Lender may (but shall not be obligated to) obtain such insurance as Lender
     deems appropriate, including if it so chooses "single interest insurance,"
     which will cover only Lender's interest in the Collateral.

     APPLICATION OF INSURANCE PROCEEDS.  Grantor shall promptly notify Lender of
     any loss or damage to the Collateral.  Lender may make proof of loss if
     Grantor fails to do so within fifteen (15) days of the casualty.  All
     proceeds of any insurance on the Collateral, including accrued proceeds
     thereon, shall be held by Lender as part of the Collateral.  If Lender
     consents to repair or replacement of the damaged or destroyed Collateral,
     Lender shall, upon satisfactory proof of expenditure, pay or reimburse
     Grantor from the proceeds for the reasonable cost of repair or restoration.
     If Lender does not consent to repair or replacement of the Collateral,
     Lender shall retain a sufficient amount of the proceeds to pay all of the
     indebtedness, and shall pay the balance to Grantor.  Any proceeds which
     have not been disbursed within six (6) months after their receipt and which
     Grantor has not committed to the repair or restoration of the Collateral
     shall be used to prepay the indebtedness.

     INSURANCE RESERVES.  Lender may require Grantor to maintain with Lender
     reserves for payment of insurance premiums, which reserves shall be created
     by monthly payments from Grantor of a sum estimated by Lender to be
     sufficient to produce, at least fifteen (15) days before the premium due
     date, amounts at least equal to the insurance premiums to be paid.  If
     fifteen (15) days before payment is due, the reserve funds are
     insufficient, Grantor shall upon demand pay any deficiency to Lender.  The
     reserve funds shall be held by Lender as a general deposit and shall
     constitute a non-interest-bearing account which Lender may satisfy by
     payment of the insurance premiums required to be paid by Grantor as they
     become due.  Lender does not hold the reserve funds in trust for Grantor,
     and Lender is not the agent of Grantor for payment of the insurance
     premiums required to be paid by Grantor.  The responsibility for the
     payment of premiums shall remain Grantor's sole responsibility.

     INSURANCE REPORTS.  Grantor, upon request of Lender, shall furnish to
     Lender reports on each existing policy of insurance showing such
     information as Lender may reasonably request including the following:  (a)
     the name of the insurer; (b) the risks insured; (c) the amount of the
     policy; (d) the property insured; (e) the then current value on the basis
     of which insurance has been obtained and the manner of determining that
     value; and (f) the expiration date of the policy.  In addition, Grantor
     shall upon request by Lender (however not more often than annually) have an
     independent appraiser satisfactory to Lender determine, as applicable the
     cash value or replacement cost of the Collateral.

GRANTOR'S RIGHT TO POSSESSION.  Until default, Grantor may have possession of
the tangible personal property and beneficial use of all the Collateral and may
use it in any lawful manner not inconsistent with this Agreement or the Related
Documents, provided that Grantor's right to possession and beneficial use shall
not apply to any Collateral where possession of the Collateral by Lender is
required by law to perfect Lender's security interest in such Collateral.  If
Lender at any time has possession of any Collateral, whether before or after an
Event of Default, Lender shall be deemed to have exercised reasonable care in
the custody and preservation of the Collateral if Lender takes such action for
that purpose as Grantor shall request or as Lender, in Lender's sole discretion,
shall deem appropriate under the circumstances, but failure to honor any request
by Grantor shall not of itself be deemed to be a failure to exercise reasonable
care.  Lender shall not be required to take any steps necessary to preserve any
rights in the Collateral against prior parties, nor to protect, preserve or
maintain any security interest given to secure the indebtedness.

EXPENDITURE BY LENDER.  If not discharged or paid when due, Lender may (but
shall not be obligated to) discharge or pay any amounts required to be discharge
or paid by Grantor under this Agreement, including without limitation all taxes,
liens, security interests, encumbrances, and other claims, at any time levied or
placed on the Collateral.  Lender also may (but shall not be obligated to) pay
all costs for insuring, maintaining and preserving the Collateral.  All such
expenditure incurred or paid by Lender for such purposes will then bear interest
at the rate charged under the Note from the date incurred or paid by Lender to
the date of repayment by Grantor.  All such expenses shall become a part of the
indebtedness and, at Lender's option, will (a) be payable on demand, (b) be
added to the balance of the Note and be apportioned amount and be payable with
any installment payments to become due during either (i) the term of any
applicable insurance policy or (ii) the remaining term of the Note, or (c) be
treated as a balloon payment which will be due and payable at the Note's
maturity.  This Agreement also will secure payment of these amounts.  Such right
shall be in addition to all other rights and remedies to which Lender may be
entitled upon the occurrence of an Event of Default.

EVENTS OF DEFAULT.  Each of the following shall constitute an Event of Default
under this Agreement:

     DEFAULT ON INDEBTEDNESS.  Failure of Borrower to make any payment when due
     on the indebtedness in accordance with the Related Documents.

     OTHER DEFAULTS.  Failure of Grantor or Borrower to comply with or to
     perform any other term, obligation, covenant or condition contained in this
     Agreement or in any of the Related Documents or failure of Borrower to
     comply with or to perform any term, obligation, covenant or condition
     contained in any other agreement between Lender and Borrower in accordance
     with the Related Documents.

     FALSE STATEMENTS.  Any warranty, representation or statement made or
     furnished to Lender by or on behalf of Grantor or Borrower under this
     Agreement, the Note or the Related Documents is false or misleading in any
     material respect, either now or at the time made or furnished.


<PAGE>

 08-02-99                 COMMERCIAL SECURITY AGREEMENT                   PAGE 4
                                    (CONTINUED)

     DEFECTIVE COLLATERALIZATION.  This Agreement or any of the Related
     Documents ceases to be in full force and effect (including failure of any
     collateral documents to create a valid and perfected security interest or
     lien) at any time and for any reason.

     INSOLVENCY.  The dissolution or termination of Grantor or Borrower's
     existence as a going business, the insolvency of Grantor or Borrower, the
     appointment of a receiver for any part of Grantor or Borrower's property,
     any assignment for the benefit of creditors, any type of creditor workout,
     or the commencement of any proceeding under any bankruptcy or insolvency
     laws by or against Grantor or Borrower which is not withdrawn within 60
     days.

     CREDITOR OR FORFEITURE PROCEEDINGS.  Commencement of foreclosure or
     forfeiture proceedings, whether by judicial proceeding, self-help,
     repossession or any other method, by any creditor of Grantor or Borrower or
     by any governmental agency against the Collateral or any other collateral
     securing the indebtedness.  This includes a garnishment of any of Grantor
     or Borrower's deposit accounts with Lender.  However, this Event of Default
     shall not apply if there is a good faith dispute by Grantor or Borrower as
     to the validity or reasonableness of the claim which is the basis of the
     creditor or forfeiture proceeding and if Grantor or Borrower gives Lender
     written notice of the creditor or forfeiture proceeding and deposits with
     Lender monies or a surety bond for the creditor or forfeiture proceeding,
     in an amount determined by Lender, in its sole discretion, as being an
     adequate reserve or bond for the dispute.

     EVENTS AFFECTING GUARANTOR.  Any of the preceding events occurs with
     respect to any Guarantor of any of the indebtedness or such Guarantor dies
     or becomes incompetent.  Lender, at its option, may, but shall not be
     required to, permit the Guarantor's estate to assume unconditionally the
     obligations arising under the guaranty in a manner satisfactory to Lender,
     and, in doing so, cure the Event of Default.

     RIGHT TO CURE.  If any default, other than a Default on indebtedness, is
     curable and if Grantor or Borrower has not been given a prior notice of a
     breach of the same provision of this Agreement, it may be cured (and no
     Event of Default will have occurred) if Grantor or Borrower, after Lender
     sends written notice demanding cure of such default, (a) cures the default
     within ten (10) days; or (b), if the cure required more than ten (10) days,
     immediately initiates steps which Lender deems in Lender's sole discretion
     to be sufficient to cure the default and thereafter continues and completes
     all reasonable and necessary steps sufficient to produce compliance as soon
     as reasonably practical.

RIGHTS AND REMEDIES ON DEFAULT.  If an Event of Default occurs under this
Agreement, at any time thereafter, Lender shall have all the rights of a secured
party under the Delaware Uniform Commercial Code.  In addition and without
limitation, Lender may exercise any one or more of the following rights and
remedies:

     ACCELERATE INDEBTEDNESS.  Lender may declare the entire indebtedness,
     including any prepayment penalty which Borrower would be required to pay,
     immediately due and payable, without notice.

     ASSEMBLE COLLATERAL.  Lender may require Grantor to deliver to Lender all
     or any portion of the Collateral and any and all certificates of title and
     other documents relating to the Collateral.  Lender may require Grantor to
     assemble the Collateral and make it available to Lender at a place to be
     designated by Lender.  Lender also shall have full power to enter upon the
     property of Grantor to take possession of and remove the Collateral.  If
     the Collateral contains other goods not covered by this Agreement at the
     time of repossession, Grantor agrees Lender may take such other goods,
     provided that Lender makes reasonable efforts to return them to Grantor
     after repossession.

     SELL THE COLLATERAL.  Lender shall have full power to sell, lease,
     transfer, or otherwise deal with the Collateral or proceeds thereof in its
     own name or that of Grantor.  Lender may sell the Collateral at public
     auction or private sale.  Unless the Collateral threatens to decline
     speedily in value or is of a type customarily sold on a recognized market,
     Lender will give Grantor reasonable notice of the time after which any
     private sale or any other intended disposition of the Collateral is to be
     made.  The requirements of reasonable notice shall be met if such notice is
     given at least ten (10) days before the time of the sale or disposition.
     All expenses relating to the disposition of the Collateral, including
     without limitation the expenses of retaking, holding, insuring, preparing
     for sale and selling the Collateral, shall become a part of the
     indebtedness secured by this Agreement and shall be payable on demand, with
     interest at the Note rate from date of expenditure until repaid.

     APPOINT RECEIVER.  To the extent permitted by applicable law, Lender shall
     have the following rights and remedies regarding the appointment of a
     receiver:  (a) Lender may have a receiver appointed as a matter of right,
     (b) the receiver may be an employee of Lender and may serve without bond,
     and (c) all fees of the receiver and his or her attorney shall become part
     of the indebtedness secured by this Agreement and shall be payable on
     demand, with interest at the Note rate from date of expenditure until
     repaid.

     COLLECT REVENUE, APPLY ACCOUNTS.  Lender, either itself or through a
     receiver, may collect the payments, rents, income, and revenues from the
     Collateral.  Lender may at any time in its discretion transfer any
     collateral into its own name or that of its nominee and receive the
     payments, rents, income, and revenues therefrom and hold the same as
     security for the indebtedness or apply it to payment of the indebtedness in
     such order of preference as Lender may Determine.  Insofar as the
     Collateral consists of accounts, general intangibles, insurance policies,
     instruments, chattel paper, choses in action, or similar property, Lender
     may demand, collect, receipt for, settle, compromise, adjust, sue for,
     foreclose, or realize on the Collateral as Lender may determine, whether or
     not indebtedness or Collateral is then due.  For these purposes, Lender
     may, on behalf of and in the name of Grantor, receive, open and dispose of
     mail addressed to Grantor; change any address to which mail and payments
     are to be sent; and endorse notes, checks, drafts, money orders, documents
     of title, instruments and items pertaining to payment, shipment, or storage
     of any Collateral.  To facilitate collection, Lender may notify account
     debtors and obligors on any Collateral to make payments directly to Lender.

     OBTAIN DEFICIENCY.  If Lender chooses to sell any or all of the Collateral,
     Lender may obtain a judgment against Borrower for any deficiency remaining
     on the indebtedness due to Lender after application of all amounts received
     from the exercise of the rights provided in this Agreement.  Borrower shall
     be liable for a deficiency even if the transaction described in this
     subsection is a sale of accounts or chattel paper.

     OTHER RIGHTS AND REMEDIES.  Lender shall have all the rights and remedies
     of a secured creditor under the provisions of the Uniform Commercial Code,
     as may be amended from time to time.  In addition, Lender shall have and
     may exercise any or all other rights and remedies it may have available at
     law, in equity, or otherwise.

     CUMULATIVE REMEDIES.  All of Lender's rights and remedies, whether
     evidenced by this Agreement or the Related Documents or by any other
     writing, shall be cumulative and may be exercised singularly or
     concurrently.  Election by Lender to pursue any remedy shall not exclude
     pursuit of any other remedy, and an election to make expenditures or to
     take action to perform an obligation of Grantor or Borrower under this
     Agreement, after Grantor or Borrower's failure to perform, shall not affect
     Lender's right to declare a default and to exercise its remedies.

MISCELLANEOUS PROVISION.  The following miscellaneous provisions are a part of
this Agreement:

     AMENDMENTS.  This Agreement, together with any Related Documents,
     constitutes the entire understanding and agreement of the parties as to the
     matters set forth in this Agreement.  No alteration of or amendment to this
     Agreement shall be effective unless given in writing and signed by the
     party or parties sought to be charged or bound by the alteration or
     amendment.

     APPLICABLE LAW.  This Agreement has been delivered to Lender and accepted
     by Lender in the State of California.  If there is a lawsuit, Grantor and
     Borrower agree upon Lender's request to submit to the jurisdiction of the
     courts of Los Angeles County, the State of California.  Lender, Grantor and
     Borrower hereby waive the right to any jury trial in any action,
     proceeding, or counterclaim brought by either Lender, Grantor or Borrower
     against the other.  (INITIAL HERE ________ )   This Agreement shall be
     governed by and construed in accordance with the laws of the State of
     California.

     ATTORNEYS' FEES; EXPENSES.  Grantor and Borrower agree to pay upon demand
     all of Lender's costs and expenses, including attorneys' fees and Lender's
     legal expenses, incurred in connection with the enforcement of this
     Agreement.  Lender may pay someone else to help enforce this Agreement, and
     Grantor and Borrower shall pay the costs and expenses of such enforcement.
     Costs and expenses include Lender's attorneys' fees and legal expenses
     whether or not there is a lawsuit, including attorneys' fees and legal
     expenses for bankruptcy proceedings (and including efforts to modify or
     vacate any automatic stay or injunction), appeals, and any anticipated
     post-judgment collection services.  Grantor and Borrower also shall pay all
     court costs and such additional fees as may be directed by the court.


<PAGE>

 08-02-99                 COMMERCIAL SECURITY AGREEMENT                   PAGE 5
                                    (CONTINUED)

     CAPTION HEADINGS.  Caption headings in this Agreement are for Convenience
     purposes only and are not to be used to interpret or define the provisions
     of this Agreement.

     MULTIPLE PARTIES; CORPORATE AUTHORITY.  All obligations of Grantor and
     Borrower under this Agreement shall be joint and several, and all
     references to Borrower shall mean each and every Borrower, and all
     references to Grantor shall mean each and every Grantor.  This means that
     each of the persons signing below is responsible for ALL obligations in
     this Agreement.

     NOTICES.  All notices required to be given under this Agreement shall be
     given in writing, may be sent by telefacsimile (unless otherwise required
     by law), and shall be effective when actually delivered or when deposited
     with a nationally recognized overnight courier or deposited in the United
     States mail, first class, postage prepaid, addressed to the party to whom
     the notice is to be given at the address shown above.  Any party pay change
     its address for notices under this Agreement by giving formal written
     notice to the other parties, specifying that the purpose of the notice is
     to change the party's address.  To the extend permitted by applicable law,
     if there is more than one Grantor or Borrower, notice to any Grantor or
     Borrower will constitute notice to all Grantor and Borrowers.  For notice
     purposes, Grantor and Borrower will keep Lender informed at all times of
     Grantor and Borrower's current address(es).

     POWER OF ATTORNEY.  Grantor hereby appoints Lender as its true and lawful
     attorney-in-fact, irrevocably, with full power of substitution to do the
     following:  (a) to demand, collect, receive, receipt for, sue and recover
     all sums of money or other property which may now or hereafter become due,
     owing or payable from the Collateral; (b) to execute, sign and endorse any
     and all claims, instruments, receipts, checks, drafts or warrants issued in
     payment for the Collateral; (c) to settle or compromise any and all claims
     arising under the Collateral, and in the place and stead of Grantor, to
     execute and deliver its release and settlement for the claim; and (d) to
     file any claim or claims or to take any action or institute or take part in
     any proceedings, either in its own name or in the name of Grantor, or
     otherwise, which  in the discretion of Lender may seem to be necessary or
     advisable.  This power is given as security for the indebtedness, and the
     authority hereby conferred is and shall be irrevocable and shall remain in
     full force and effect until renounced by Lender.

     SEVERABILITY.  If a court of competent jurisdiction finds any provision of
     this Agreement to be invalid or unenforceable as to any person or
     circumstance, such finding shall not render that provision invalid or
     unenforceable as to any other persons or circumstances.  If feasible, any
     such offending provision shall be deemed to be modified to be within the
     limits of enforceability or validity; however, if the offending provision
     cannot be so modified, it shall be stricken and all other provisions of
     this Agreement in all other respects shall remain valid and enforceable.

     SUCCESSOR INTERESTS.  Subject to the limitations set forth above on
     transfer of the Collateral, this Agreement shall be binding upon and inure
     to the benefit of the parties, their successors and assigns.

     WAIVER.  Lender shall not be deemed to have waived any rights under this
     agreement unless such waiver is given in writing and signed by Lender.  No
     delay or omission on the part of Lender in exercising any right shall
     operate as a waiver of such right or any other right.  A waiver by Lender
     of a provision of this Agreement shall not prejudice or constitute a waiver
     of Lender's right otherwise to demand strict compliance with that provision
     or any other provision of this Agreement.  No prior waiver by Lender, nor
     any course of dealing between Lender and Grantor, shall constitute a waiver
     of any of Lender's rights or of any of Grantor's obligations as to any
     future transactions.  Whenever the consent of Lender is required under this
     Agreement, the granting of such consent by Lender in any instance shall not
     constitute continuing consent to subsequent instances where such consent is
     required and in all cases such consent may be granted or withheld in the
     sole discretion of Lender.

BORROWER AND GRANTOR ACKNOWLEDE HAVING READ ALL THE PROVISIONS OF THIS
COMMERCIAL SECURITY AGREEMENT, AND BORROWER AND GRANTOR AGREE TO ITS TERMS.
THIS AGREEMENT IS DATED AUGUST 2, 1999.


BORROWER:


ALLIANCE PHARMACEUTICAL CORP., A NEW YORK CORPORATION

By:                                (SEAL)
   --------------------------------
     Authorized Signer

By:                                (SEAL)
   --------------------------------
     Authorized Signer


MDV TECHNOLOGIES, INC., A DELAWARE CORPORATION, Co-Borrower

By:                                (SEAL)
   --------------------------------
     THEODORE D. ROTH, VP/TREASURER/SECRETARY

By:                                (SEAL)
   --------------------------------
     LLOYD A. ROWLAND, ASSISTANT SECRETARY

GRANTOR:

By:                                (SEAL)
   --------------------------------
     Authorized Signer

By:                                (SEAL)
   --------------------------------
     Authorized Signer

MDV TECHNOLOGIES, INC., A DELAWARE CORPORATION

By:                                (SEAL)
   --------------------------------
     THEODORE D. ROTH, VP/TREASURER/SECRETARY

By:                                (SEAL)
   --------------------------------
     LLOYD A. ROWLAND, ASSISTANT SECRETARY


<PAGE>

                    EXHIBIT "A" TO COMMERCIAL SECURITY AGREEMENT
                               COLLATERAL DESCRIPTION

All personal property of Obligor (herein referred to as "Obligor" or "Debtor")
whether presently existing or hereafter created, written, produced or acquired,
including, but not limited to:  (i) all accounts receivable, accounts, chattel
paper, contract rights (including, without limitation, royalty agreements,
license agreements and distribution agreements), documents, instruments, money,
deposit accounts and general intangibles including, without limitation, returns,
repossessions, books and records relating thereto, and equipment containing said
books and records, all investment property including securities and securities
entitlement, (ii) all software, computer source codes and other computer
programs (collectively, the "Software Products"), and all common law and
statutory copyrights and copyright registrations, applications for registration,
now existing or hereafter arising, United States of America and foreign,
obtained or to be obtained on or in connection with the Software Products, or
any parts thereof or any underlying or component elements of the Software
Products together with the right to copyright and all rights to renew or extend
such copyrights and the right (but not obligation) of Bank (herein referred to
as "Bank" or "Secured Party") to sue in its own name and/or in the name of the
Debtor for past, present, and future infringements of copyright, (iii) all goods
including, without limitation, equipment and inventory (including , without
limitation, all export inventory), (iv) all guarantees and other security
therefor, (v) all trademarks, service marks, trade names and service names and
the goodwill associated therewith, (vi) (a) all patents and patent applications
filed in the United States Patent and Trademark Office or any similar office of
any foreign jurisdiction, and interests under patent license agreements,
including, without limitation, the inventions and improvements described and
claimed therein, (b) licenses pertaining to any patent whether Debtor is
licensor or licensee, (c) all icome, royalties, damages, payments, accounts and
accounts receivable now or hereafter due and/or payable under and with respect
thereto, including, without limitation, damages and payments for past, present
or future thereof, (d) the right (but not obligation) to sue for past, present
and future infringements thereof, (e) all rights corresponding thereto
throughout the world in all jurisdictions in which such patents have been issued
or applied for, and (f) the reissues, divisions, continuations, renewals,
extensions and continuations-in-part with any of the foregoing (all the
foregoing patents and applications and interests under patent license
agreements, together with the items described in clauses (a) through (f) in this
paragraph are sometime herein individually and collectively referred to as the
"Patents"), and (vii) all products and proceeds including, without limitation,
insurance proceeds, of any of the foregoing.

     To the extent that Obligor acquires any trademarks, service marks, trade
names and service names and/or the good will associated therewith, copyrights,
patents and/or patent applications (collectively "Intellectual Property"),
Obligor shall give prompt notice thereof to bank and shall take any and all
actions reasonably requested from time to time by Bank to perfect Obligor's
interest in such Intellectual Property and to perfect Bank's first priority
security interest therein.  Without limiting the generality of the foregoing,
the Obligor further agrees as follows:  Upon Obligor creating, writing,
producing or acquiring any material software, computer source codes or other
computer programs (collectively, the "Software"), Obligor shall promptly
register such Software with the U.S. Copyright Office before selling or
licensing the Software, and to the extent Obligor's rights therein are acquired
from any third party, Obligor shall promptly upon such acquisition file with the
U.S. Copyright Office any and all documents necessary to perfect Obligor's
fights therein.  Upon Obligor creating, writing, producing or otherwise
acquiring any material Software, Obligor shall give prompt notice thereof to
Bank.  Obligor shall execute and deliver to Bank any and all copyright
mortgages, UCC financing statements and other documents and instruments which
Bank may request in connection with the Bank perfecting its first priority
security interest in such Software.  Notwithstanding the foregoing, the
collateral shall not include now owned or hereafter acquired copyrights,
licenses, patents, trademarks, trade secrets or files and records covering or
relating to aspects of Alliance Pharmaceutical Corp.'s product
IMAGENT-Registered Trademark-

ALLIANCE PHARMACEUTICAL CORP., A NEW YORK CORPORATION

By:
    ----------------------------------------------------
     Authorized Officer

By:
    ----------------------------------------------------
     Authorized Officer

MDV TECHNOLOGIES, INC. A  DELAWARE CORPORATION

By:
    ----------------------------------------------------
     Theodore D. Roth, VP/Treasurer/Secretary

By:
    ----------------------------------------------------
     Lloyd A. Rowland, Assistant Secretary