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                                                                    EXHIBIT 10.2

                                                            AS AMENDED EFFECTIVE
                                                                OCTOBER 11, 2005

                         SYNOVIS LIFE TECHNOLOGIES, INC.
                          EMPLOYEE STOCK PURCHASE PLAN

      SECTION 1. PURPOSE. The purpose of this Employee Stock Purchase Plan (the
"Plan") is to advance the interests of Synovis Life Technologies, Inc. (formerly
Bio-Vascular, Inc.) ("the Company") and its shareholders by providing Employees
of the Company and its Designated Subsidiaries (as defined in Section 2(e)
below) with an opportunity to acquire an ownership interest in the Company
through the purchase of Common Stock of the Company on favorable terms through
payroll deductions. It is the intention of the Company that the Plan qualify as
an "employee stock purchase plan" under Section 423 of the Internal Revenue Code
of 1986, as amended (the "Code"). Accordingly, provisions of the Plan shall be
construed so as to extend and limit participation in a manner consistent with
the requirements of Section 423 of the Code.

      SECTION 2. DEFINITIONS.

            (a) "Board" means the Board of Directors of the Company.

            (b) "Common Stock" means the common stock, par value $.01 per share,
      of the Company, or the number and kind of shares of stock or other
      securities into which such common stock may be changed in accordance with
      Section 13 of the Plan.

            (c) "Committee" means the entity administering the Plan, as provided
      in Section 3 below.

            (d) "Compensation" means regular straight-time earnings and
      commissions that are included in regular compensation, excluding all other
      amounts such as amounts attributable to overtime, shift premium, incentive
      compensation and bonuses (except to the extent that the inclusion of any
      such item is specifically directed by the Committee), determined in a
      manner consistent with the requirements of Section 423 of the Code, as
      provided in Section 1 above.

            (e) "Designated Subsidiary" means a Subsidiary that has been
      designated by the Board from time to time, in its sole discretion, as
      eligible to participate in the Plan.

            (f) "Employee" means any person, including an officer, who is
      employed by the Company or one of its Designated Subsidiaries, exclusive
      of any such person whose customary employment with the Company or a
      Designated Subsidiary is for 20 hours or less per week.

            (g) "Exchange Act" means the Securities Exchange Act of 1934, as
      amended.

            (h) "Fair Market Value" means, with respect to the Common Stock, as
      of any date:

                  (i) if the Common Stock is listed or admitted to unlisted
            trading privileges on any national securities exchange or is not so
            listed or admitted but transactions in the Common Stock are reported
            on the Nasdaq National Market, the average of the reported high and
            low sale prices of the Common Stock on such exchange or by the
            Nasdaq National Market as of such date (or, if no shares were traded
            on such day, as of the next preceding day on which there was such a
            trade); or

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                  (ii) if the Common Stock is not so listed or admitted to
            unlisted trading privileges or reported on the Nasdaq National
            Market, and bid and asked prices therefor in the over-the-counter
            market are reported by the Nasdaq SmallCap Market or the National
            Quotation Bureau, Inc. (or any comparable reporting service), the
            average of the closing bid and asked prices as of such date, as so
            reported by the Nasdaq SmallCap Market, or, if not so reported
            thereon, as reported by the National Quotation Bureau, Inc. (or such
            comparable reporting service); or

                  (iii) if the Common Stock is not so listed or admitted to
            unlisted trading privileges, or reported on the Nasdaq National
            Market, and such bid and asked prices are not so reported, such
            price as the Committee determines in its sole discretion, but in a
            manner acceptable under Section 423 of the Code.

            (i) "Insider" means any Participant who is subject to Section 16 of
      the Exchange Act.

            (j) "Offering" means any of the offerings to Participants of options
      to purchase Common Stock under the Plan, each continuing for three months,
      as described in Section 5 below.

            (k) "Offering Date" means the first day of the period of an Offering
      under the Plan, as described in Section 5 below.

            (l) "Option Price" is defined in Section 8 below.

            (m) "Participant" means an eligible Employee who elects to
      participate in the Plan pursuant to Section 6 below.

            (n) "Securities Act" means the Securities Act of 1933, as amended.

            (o) "Subsidiary" means any subsidiary corporation of the Company
      within the meaning of Section 424(f) of the Code.

            (p) "Termination Date" means the last day of the period of an
      Offering under the Plan, as described in Section 5 below.

      SECTION 3. ADMINISTRATION. So long as the Company has a class of its
equity securities registered under Section 12 of the Exchange Act, the Plan will
be administered by a committee (the "Committee") consisting solely of not less
than two members of the Board who are "disinterested persons" within the meaning
of Rule 16b-3 under the Exchange Act. Members of such a committee shall be
appointed from time to time by the Board, shall serve at the pleasure of the
Board, and may resign at any time upon written notice to the Board. A majority
of the members of such a committee shall constitute a quorum. Such a committee
shall act by majority approval of the members and shall keep minutes of its
meetings. Action of such a committee may be taken without a meeting if unanimous
written consent is given. Copies of minutes of such a committee's meetings and
of its actions by written consent shall be kept with the corporate records of
the Company. As used in this Plan, the term "Committee" will refer to such
committee. In accordance with and subject to the provisions of the Plan, the
Committee shall have authority to make, administer and interpret such rules and
regulations as it deems necessary to administer the Plan, and any determination,
decision or action in connection with construction, interpretation,
administration or application of the Plan shall be final, conclusive and binding
upon all Participants and any and all persons claiming under or through any
Participant. No

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member of the Committee shall be liable for any action or determination made in
good faith with respect to the Plan or any option granted under the Plan.

      SECTION 4. ELIGIBILITY.

            (a) With respect to an Offering, any Employee employed by the
      Company or a Designated Subsidiary on the Offering Date shall be eligible
      to participate in the Plan, subject to the limitations imposed by Section
      423(b) of the Code.

            (b) Any provisions of the Plan to the contrary notwithstanding, no
      Employee shall be granted an option under the Plan if:

                  (i) immediately after the grant, such Employee (or any other
            person whose stock ownership would be attributed to such Employee
            pursuant to Section 424(d) of the Code) would own shares of Common
            Stock and/or hold outstanding options to purchase shares of Common
            Stock possessing 5% or more of the total combined voting power or
            value of all classes of shares of the Company or of any Subsidiary;
            or

                  (ii) the amount of payroll deductions that the Employee has
            elected to have withheld under such option (pursuant to Section 7
            below) would permit the Employee to purchase shares of Common Stock
            under all "employee stock purchase plans" (within the meaning of
            Section 423 of the Code) of the Company and its Subsidiaries to
            accrue (i.e., become exercisable) at a rate that exceeds $25,000 of
            the Fair Market Value of such shares of Common Stock (determined at
            the time such option is granted) for each calendar year in which
            such option is outstanding at any time.

      SECTION 5. OFFERINGS. Options to purchase shares of Common Stock shall be
offered to Participants under the Plan through a continuous series of Offerings,
each continuing for three months, and each of which shall commence on February
1, May 1, August 1 and November 1 of each year, as the case may be (the
"Offering Date"), and shall terminate on April 30, July 31, October 31 and
January 31 of such year, as the case may be (the "Termination Date"). The first
Offering under the Plan, following its amendment on October 11, 2005, shall have
an Offering Date of November 1, 2005 and a Termination Date of January 31, 2006.
Offerings under the Plan shall continue until either (a) the Committee decides,
in its sole discretion, that no further Offerings shall be made because the
Common Stock remaining available under the Plan is insufficient to make an
Offering to all eligible Employees, or (b) the Plan is terminated in accordance
with Section 17 below.

      SECTION 6. PARTICIPATION.

            (a) An eligible Employee may become a Participant in the Plan by
      completing a subscription agreement authorizing payroll deductions on the
      form provided by the Company (the "Participation Form") and filing the
      Participation Form with the Company's Human Resources Department not less
      than 15 days before the Offering Date of the first Offering in which the
      Participant wishes to participate.

            (b) Except as provided in Section 7(a) below, payroll deductions for
      a Participant shall begin with the first payroll following the applicable
      Offering Date, and shall continue until the termination date of the Plan,
      subject to earlier termination by the Participant as provided in Section
      11 below or increases or decreases by the Participant in the amount of
      payroll deductions as provided in Section 7(c) below.

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      SECTION 7. PAYROLL DEDUCTIONS.

            (a) By completing and filing a Participation Form, a Participant
      shall elect to have payroll deductions made from the Participant's total
      Compensation (in whole percentages from 1% to a maximum of 10% of the
      Participant's total Compensation) on each payday during the time he is a
      Participant in the Plan in such amount as he shall designate on the
      Participation Form; provided, however, that no Participant's payroll
      deductions shall be less than $10.00 per pay period.

            (b) All payroll deductions authorized by a Participant shall be
      credited to an account established under the Plan for the Participant. The
      monies represented by such account shall be held as part of the Company's
      general assets, usable for any corporate purpose, and the Company shall
      not be obligated to segregate such monies. A Participant may not make any
      separate cash payment or contribution to such account.

            (c) No increases or decreases of the amount of payroll deductions
      for a Participant may be made during an Offering. A Participant may
      increase or decrease the amount of the Participant's payroll deductions
      under the Plan for subsequent Offerings by completing an amended
      Participation Form and filing it with the Company's Human Resources
      Department not less than 15 days prior to the Offering date as of which
      such increase or decrease is to be effective.

            (d) A Participant may discontinue the Participant's participation in
      the Plan at any time as provided in Section 11 below.

      SECTION 8. GRANT OF OPTION. On each Offering Date, each eligible Employee
who is then a Participant shall be granted (by operation of the Plan) an option
to purchase (at the Option Price) as many full shares of Common Stock as he will
be able to purchase with (a) the payroll deductions credited to the
Participant's account during the Participant's participation in the Offering
beginning on such Offering Date and (b) the balance (if any) carried forward
from the Employee's payroll deduction account from the preceding Offering.
Notwithstanding the foregoing, in no event may the number of shares purchased by
any Employee during an Offering exceed 500 shares of Common Stock. The option
price per share of such shares (the "Option Price") shall be equal to 95% of the
Fair Market Value of one share of Common Stock on the Termination Date.

      SECTION 9. EXERCISE OF OPTION.

            (a) Unless a Participant gives written notice to the Company as
      provided in Section 9(d) below or withdraws from the Plan pursuant to
      Section 11 below, the Participant's option for the purchase of shares of
      Common Stock granted for an Offering will be exercised automatically at
      the Termination Date of such Offering for the purchase of the number of
      full shares of Common Stock that the accumulated payroll deductions in the
      Participant's account on such Termination Date will purchase at the
      applicable Option Price.

            (b) A Participant may only purchase one or more full shares in
      connection with the automatic exercise of an option granted for any
      Offering. That portion of any balance remaining in a Participant's payroll
      deduction account at the close of business on the Termination Date of any
      Offering that is less than the purchase price of one full share will be
      carried forward into the Participant's payroll deduction account for the
      following Offering. In no event will the balance carried forward be equal
      to or greater than the purchase price of one share on the Termination Date
      of an Offering. Notwithstanding the foregoing, the Committee may
      determine, in its sole

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      discretion, that in lieu of carrying such cash balances forward, such
      balances will be deemed to have purchased such number of fractional shares
      of Common Stock as would then be purchasable at the applicable Option
      Price, with such fractional shares calculated to the fourth (4th) decimal
      place.

            (c) No Participant (or any person claiming through such Participant)
      shall have any interest in any Common Stock subject to an option under the
      Plan until such option has been exercised, at which point such interest
      shall be limited to the interest of a purchaser of the Common Stock
      purchased upon such exercise pending the delivery or credit of such Common
      Stock in accordance with Section 10 below. During the Participant's
      lifetime, a Participant's option to purchase shares of Common Stock under
      the Plan is exercisable only by the Participant.

            (d) By written notice to the Company prior to the Termination Date
      of any Offering, a Participant may elect, effective on such Termination
      Date, to:

                  (i) withdraw all of the accumulated payroll deductions in the
            Participant's account as of the Termination Date (which withdrawal
            may, but need not, also constitute a notice of termination and
            withdrawal pursuant to Section 11(a)); or

                  (ii) exercise the Participant's option for a specified number
            of full shares not less than five that is less than the number of
            full shares of Common Stock that the accumulated payroll deductions
            in the Participant's account will purchase on the Termination Date
            of the Offering at the applicable Option Price, and withdraw the
            balance in the Participant's payroll deduction account.

      SECTION 10. DELIVERY.

            (a) Except as provided in paragraph (b) below, as promptly as
      practicable after the Termination Date of each Offering, the Company will
      deliver to each Participant, as appropriate, either:

                  (i) (A) certificate representing the shares of Common Stock
            purchased upon exercise of the Participant's option granted for such
            Offering, registered in the name of the Participant or, if the
            Participant so directs on the Participant's Participation Form, in
            the names of the Participant and the Participant's spouse, and (B)
            in the event the Participant makes an election pursuant to Section
            9(d)(ii), a check in the amount of the balance of any payroll
            deductions credited to the Participant's account that were not used
            for the purchase of Common Stock; or

                  (ii) if the Participant makes an election pursuant to Section
            9(d)(i) for the Offering, a cash payment equal to the total of the
            payroll deductions credited to the Participant's account.

            (b) Notwithstanding paragraph (a) above, in lieu of delivering
      certificates to each of the Participants with respect to shares of Common
      Stock purchased in connection with an Offering, the Company may deliver a
      certificate to a third party representing an aggregate of all of the
      shares of Common Stock purchased in connection with the Offering
      (including an aggregate of all of the fractional shares deemed to have
      been purchased pursuant to Section 9(b), if applicable) rounded down to
      the nearest full share, plus cash in an amount equal to the Option Price
      multiplied by any remaining fractional share deemed to have been purchased
      pursuant to Section 9(b), if applicable, which shares will be held for the
      benefit of the Participants in

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      accordance with their respective interests, and will deliver a statement
      of account to each Participant indicating the number of shares of Common
      Stock purchased by that Participant in connection with that Offering. In
      the event shares are held for the benefit of Participants, all full shares
      purchased and fractional shares deemed to have been purchased by a
      Participant in an Offering and in any subsequent Offerings will accumulate
      for the benefit of the Participant until the Participant's withdrawal or
      termination pursuant to Section 11.

      SECTION 11. WITHDRAWAL; TERMINATION OF EMPLOYMENT.

            (a) A Participant may terminate the Participant's participation in
      the Plan and withdraw all, but not less than all, the payroll deductions
      credited to the Participant's account under the Plan at any time prior to
      the Termination Date of an Offering, for such Offering, by giving written
      notice to the Company. Such notice shall state that the Participant wishes
      to terminate the Participant's involvement in the Plan, specify a
      termination date and request the withdrawal of all of the Participant's
      payroll deductions held under the Plan. All of the Participant's payroll
      deductions credited to the Participant's account will be paid to the
      Participant as soon as practicable after the termination date specified in
      the notice of termination and withdrawal (or, if no such date is
      specified, as soon as practical after receipt of the Participant's notice
      of termination and withdrawal), and the Participant's option for such
      Offering will be automatically canceled, and no further payroll deductions
      for the purchase of shares of Common Stock will be made for such Offering
      or for any subsequent Offering, except in accordance with a new
      Participation Form filed pursuant to Section 6 above. In the event that
      shares are held for the benefit of Participants pursuant to Section 10(b),
      then on the withdrawal and termination of a Participant's participation in
      the Plan, the Participant will be entitled to receive, at the
      Participant's option, (i) cash equal to the Fair Market Value of all full
      shares of Common Stock and any fractional share deemed purchased pursuant
      to Section 9(b) then held for the benefit of the Participant; or (ii) a
      certificate representing the number of full shares of Common Stock held
      for the benefit of the Participant plus cash in an amount equal to the
      Fair Market Value of any remaining fractional shares deemed to have been
      purchased. In any event, Fair Market Value will be determined as of the
      termination date specified in the notice of termination and withdrawal
      (or, if no such date is specified, as of the date the notice of
      termination and withdrawal is received), and such certificate will be
      delivered and such amounts paid as soon thereafter as practicable.

            (b) Upon termination of a Participant's employment for any reason,
      including retirement or death, the payroll deductions accumulated in the
      Participant's account will be returned to the Participant as soon as
      practicable after such termination or, in the case of the Participant's
      death, to the person or persons entitled thereto under Section 14 below,
      and the Participant's option will be automatically canceled. In the event
      that shares are held for the benefit of Participants pursuant to Section
      10(b), then upon the termination of a Participant's employment for any
      reason, including retirement or death, the Participant, or, in the case of
      death, the Participant's Designated Beneficiary (if allowed by the
      Committee) or the executor or administrator of the Participant's estate
      will be entitled to receive, at their option, (i) cash equal to the Fair
      Market Value of all full shares of Common Stock and any fractional share
      deemed purchased pursuant to Section 9(b) then held for the benefit of the
      Participant; or (ii) a certificate representing the number of full shares
      of Common Stock held for the benefit of the Participant plus cash in an
      amount equal to the Fair Market Value of any remaining fractional share
      deemed to have been purchased. In any event, Fair Market Value will be
      determined as of such termination and such certificate will be delivered
      and such amounts paid as soon thereafter as practicable. For purposes of
      the Plan, the termination date of employment shall be the Participant's
      last date of actual employment and shall not include any period during
      which such

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      Participant receives any severance payments. A transfer of employment
      between the Company and a Designated Subsidiary or between one Designated
      Subsidiary and another Designated Subsidiary, or absence or leave approved
      by the Company, shall not be deemed a termination of employment under this
      Section 11(b).

            (c) A Participant's termination and withdrawal pursuant to Section
      11(a) above will not have any effect upon the Participant's eligibility to
      participate in a subsequent Offering by completing and filing a new
      Participation Form pursuant to Section 6 above or in any similar plan that
      may hereafter be adopted by the Company; provided, however, that, unless
      otherwise permitted by the Committee in its sole discretion, a Participant
      who is an Insider may not participate in the Plan for at least six months
      after the effective date of the Participant's termination and withdrawal.

      SECTION 12. INTEREST. No interest shall accrue on a Participant's payroll
deductions under the Plan.

      SECTION 13. STOCK SUBJECT TO THE PLAN.

            (a) The maximum number of shares of Common Stock that shall be
      reserved for sale under the Plan shall be 300,000 shares, subject to
      adjustment upon changes in capitalization of the Company as provided in
      Section 13(b) below. The shares to be sold to Participants under the Plan
      may be, at the election of the Company, either treasury shares or shares
      authorized but unissued. If the total number of shares of Common Stock
      that would otherwise be subject to options granted pursuant to Section 8
      above on any Termination Date exceeds the number of shares then available
      under the Plan (after deduction of all shares for which options have been
      exercised or are then outstanding), the Company shall make a pro rata
      allocation of the shares of Common Stock remaining available for issuance
      in as uniform and equitable a manner as is practicable. In such event, the
      Company shall give written notice of such reduction of the number of
      shares subject to the option to each Participant affected thereby and
      shall return any excess funds accumulated in each Participant's account as
      soon as practicable after the Termination Date of such Offering.

            (b) If any option under the Plan is exercised after any Common Stock
      dividend, split-up, recapitalization, merger, consolidation, combination
      or exchange of Common Stock or the like, occurring after the shareholders
      of the Company approve the Plan, the number of shares of Common Stock to
      which such option shall be applicable and the Option Price for such Common
      Stock shall be appropriately adjusted by the Company.

            (c) In the event that Participants are deemed to have purchased
      fractional shares of Common Stock pursuant to Section 9(b), the aggregate
      of such fractional share interests at any given time will be applied to
      reduce the maximum number of shares of Common Stock remaining available
      for issuance under the Plan; provided, however, that any fractional shares
      that are paid out to a Participant in cash pursuant to Section 11 will
      automatically again become available for issuance under the Plan.

      SECTION 14. DESIGNATION OF BENEFICIARY.

            (a) In the discretion of the Committee, a Participant may file
      written designation of a beneficiary who is to receive shares of Common
      Stock and/or cash, if any, from the Participant's account under the Plan
      in the event of such Participant's death at a time when cash or shares of
      Common Stock are held for the Participant's account.

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            (b) Such designation of beneficiary may be changed by the
      Participant at any time by written notice. In the event of the death of a
      Participant in the absence of a valid designation of a beneficiary who is
      living at the time of such Participant's death, the Company shall deliver
      such shares of Common Stock and/or cash to the executor or administrator
      of the estate of the Participant; or, if no such executor or administrator
      has been appointed (to the knowledge of the Company), the Company, in its
      discretion, may deliver such shares of Common Stock and/or cash to the
      spouse or to any one or more dependents or relatives of the Participant;
      or, if no spouse, dependent or relative is known to the Company, then to
      such other person as the Company may designate.

      SECTION 15. TRANSFERABILITY. Neither payroll deductions credited to a
Participant's account nor any rights with regard to the exercise of an option or
to receive shares of Common Stock under the Plan may be assigned, transferred,
pledged or otherwise disposed of in any way (other than by will, the laws of
descent and distribution, or as provided in Section 14 above) by the
Participant. Any such attempt at assignment, transfer, pledge or other
disposition shall be without effect, except that the Company may treat such act
as an election to withdraw funds in accordance with Section 11(a) above.

      SECTION 16. SHARE TRANSFER RESTRICTIONS.

            (a) Shares of Common Stock shall not be issued under the Plan unless
      such issuance is either registered under the Securities Act and applicable
      state securities laws or is exempt from such registrations.

            (b) Shares of Common Stock issued under the Plan may not be sold,
      assigned, transferred, pledged encumbered, or otherwise disposed of
      (whether voluntarily or involuntarily) except pursuant to registration
      under the Securities Act and applicable state securities laws, or pursuant
      to exemptions from such registrations.

            (c) Notwithstanding any other provision of the Plan or any documents
      entered into pursuant to the Plan and except as permitted by the Committee
      in its sole discretion, any shares of Common Stock issued to a Participant
      who is an Insider may not be sold, assigned, transferred, pledged,
      encumbered or otherwise disposed of for a six-month period after the
      Termination Date of the Offering with respect to which they were issued.

            (d) Each certificate representing shares of Common Stock issued
      under the Plan to an Insider shall be stamped with a legend in
      substantially the following form, unless the Committee, in its sole
      discretion, determines not to require such a legend:

      THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, TRANSFERRED,
      ENCUMBERED, HYPOTHECATED OR OTHERWISE DISPOSED OF ON OR BEFORE [INSERT
      APPROPRIATE DATE] WITHOUT THE PRIOR WRITTEN CONSENT OF THE COMPANY.

      SECTION 17. AMENDMENT OR TERMINATION. The Plan may be amended by the Board
from time to time to the extent that the Board deems necessary or appropriate in
light of, and consistent with, Section 423 of the Code; provided, however, that
no such amendment shall be effective, without approval of the shareholders of
the Company, if shareholder approval of the amendment is then required pursuant
to Rule 16b-3 under the Exchange Act or any successor rule or Section 423 of the
Code. The Board also may terminate the Plan or the granting of options pursuant
to the Plan at any time; provided, however, that the Board shall not have the
right to modify, cancel, or amend any outstanding option granted

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pursuant to the Plan before such termination unless each Participant consents in
writing to such modification, amendment or cancellation.

      SECTION 18. NOTICES. All notices or other communications by a Participant
to the Company in connection with the Plan shall be deemed to have been duly
given when received by the Treasurer of the Company or by any other person
designated by the Company for the receipt of such notices or other
communications, in the form and at the location specified by the Company.

      SECTION 19. EFFECTIVE DATE OF PLAN. The Plan shall be effective as of
December 18, 1995, the date it was adopted by the Board. The Plan has been
adopted by the Board subject to shareholder approval, and prior to shareholder
approval shares of Common Stock may be issued under the Plan subject to such
approval.

      SECTION 20. MISCELLANEOUS. The headings to Sections in the Plan have been
included for convenience of reference only. The masculine pronoun shall include
the feminine and the singular the plural, whenever appropriate. Except as
otherwise expressly indicated, all references to Sections in the Plan shall be
to Sections of the Plan. The Plan shall be interpreted and construed in
accordance with the laws of the State of Minnesota.

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                         SYNOVIS LIFE TECHNOLOGIES, INC.
                          EMPLOYEE STOCK PURCHASE PLAN

PAYROLL DEDUCTION AUTHORIZATION FORM AND SUBSCRIPTION AGREEMENT

______        Original Application
______        Change in Payroll Deduction Amount

1.    ___________________________________ hereby elects to participate in the
      Synovis Life Technologies, Inc. Employee Stock Purchase Plan (the "Plan")
      and subscribes to purchase shares of the Company's Common Stock (the
      "Shares") in accordance with this Agreement and the Plan.

2.    I hereby authorize payroll deductions, beginning ____________, 20__, from
      each paycheck in the amount of $_______________ (may not exceed 10% of
      total compensation on each payday) in accordance with the Plan.

3.    I understand that said payroll deductions shall be accumulated for the
      purchase of shares in accordance with the Plan, and that shares will be
      purchased for me automatically at the end of each six-month offering
      period under the Plan unless I withdraw my accumulated payroll deductions,
      withdraw from the Plan, or both, by giving written notice to the Company
      prior to the end of the offering period, as provided in the Plan.

4.    Shares purchased for me under the Plan should be issued or held in an
      account in the name(s) of:

      _____________________________________________
              (name(s))

      _____________________________________________
              (address)

      _____________________________________________

      _____________________________________________
              (social security number)

5.    I understand that if I dispose of any Shares received by me pursuant to
      the Plan within two years after the first day of the offering period
      during which I purchased such Shares, I may be treated for federal income
      tax purposes as having received ordinary income at the time of such
      disposition in an amount equal to the excess of the fair market value of
      the Shares at the time such Shares were delivered to me over the option
      price paid for the Shares. I hereby agree to notify the Company in writing
      within 30 days after the date of any such disposition. However, if I
      dispose of such shares at any time after the expiration of the two-year
      holding period, I understand that I will be treated for federal income tax
      purposes as having received income only at the time of such disposition,
      and that such income will be taxed as ordinary income only to the extent
      of an amount equal to the lesser of (a) the excess of the fair market
      value of the Shares at the time of such disposition over the amount paid
      for the Shares under the option, or (b) the

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      excess of the fair market value of the Shares over the option price,
      measured as if the option had been exercised on the first day of the
      offering period during which I purchased such shares. The remainder of the
      gain, if any, recognized on such disposition will be taxed at capital
      gains rates.

6.    I have read the current prospectus for the Synovis Life Technologies, Inc.
      Employee Stock Purchase Plan.

Date: _____________________________        ____________________________________
                                           Signature of Employee

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