<PAGE>

                                                                  EXHIBIT 10.17

                             SALES AGENCY AGREEMENT

                                     BETWEEN

                               BIOPURE CORPORATION
                                    "BIOPURE"

                                       AND

                        (ABAZALI BIO VENTURES (PTY) LTD)
                                    "ABAZALI"

[**] = Portions of this exhibit have been omitted pursuant to a confidential
treatment request. An unredacted version of this exhibit has been filed
separately with the commission.

<PAGE>

                                       2

                                TABLE OF CONTENTS

<TABLE>
<S>  <C>                      <C>
1    Definitions
2    Appointment
     2.1                      Appointment
3    Abazali's Duties
     3.1                      Sales Promotion
     3.2                      Sales Outside Territory
     3.3                      Product Registration
     3.4                      Product Complaints and Product Inquiries
     3.5                      Safety Surveillance and Adverse Events
     3.6                      Abazali's Indemnity
     3.7                      Trademarks and Trade Names
     3.8                      Promotional Material
     3.9                      Marketing Plan
4    Biopure's Duties
     4.1                      Remuneration of Abazali
     4.2                      Catalogues and Information
     4.3                      Biopure's Indemnity
5    Term of Agreement
     5.1                      Term of Agreement
     5.2                      Breach of Agreement
     5.3                      Insolvency of a Party
     5.4                      Change in Abazali's Ownership
6    Miscellaneous
     6.1                      Force Majeure
     6.2                      Trade Secrets and Confidential Information
     6.3                      Relationship Between Parties
     6.4                      Non-Disclosure of Agreement
     6.5                      Legal Compliance
     6.6                      Anti-Bribery Laws
     6.7                      Books and Records
     6.8                      English Language Controls
     6.9                      Assignment
     6.10                     Waiver
     6.11                     Severability
     6.12                     Entire Agreement
     6.13                     Choice of Law and Jurisdiction
</TABLE>

[**] = Portions of this exhibit have been omitted pursuant to a confidential
treatment request. An unredacted version of this exhibit has been filed
separately with the commission.

<PAGE>

                                       3

                             SALES AGENCY AGREEMENT

AGREEMENT made between Biopure Corporation, 11 Hurley Street, Cambridge, MA
02141 USA, a US corporation, whose principal place of business is 11 Hurley
Street, Cambridge, MA 02141 USA ("Biopure"), and Abazali Bio Ventures, a South
African company, whose principal place of business is Building E, La Rocca, 321
Main Road, Bryanston 2010, SA ("Abazali").

                                   WITNESSETH

WHEREAS, the Biopure Corporation, is a developer and manufacturer of oxygen
therapeutics; and

WHEREAS, Biopure wishes to sell in the territory hereinafter defined certain
products and Abazali wishes to market and promote the sale of said products;

NOW, THEREFORE, Biopure and Abazali agree as follows:

1      DEFINITIONS

As used in this Agreement, the following initially capitalized terms, whether
used in the singular or plural, shall have the respective meanings set forth
below.

<TABLE>
<CAPTION>
TERM                       DEFINITION
<S>                        <C>
Confidential Information   the confidential information set forth in Section 6.2

Products                   the product(s) set forth in Appendix A

Territory                  the country/countries set forth in Appendix B
</TABLE>

2      APPOINTMENT

       2.1    APPOINTMENT. Biopure hereby appoints Abazali as its exclusive
              Agent to promote and market the Products in the Territory. Abazali
              shall not use a third party to perform its activities pursuant to
              this Agreement without Biopure's written consent.

3      ABAZALI'S DUTIES

       3.1    SALES PROMOTION. Abazali shall at all times use its best efforts
              to promote, develop, and increase the sales of the Products
              throughout the Territory. For such purposes, Abazali shall:

              3.1.1  At its sole expenses, maintain a sales organization and
                     generally do all such things as may be necessary or useful
                     for the performance of its duties and obligations
                     hereunder, including but not limited to hiring
                     appropriately qualified and trained personnel, traveling,
                     personal representation etc.

[**] = Portions of this exhibit have been omitted pursuant to a confidential
treatment request. An unredacted version of this exhibit has been filed
separately with the commission.

<PAGE>

                                       4

                     Abazali shall maintain at all times a minimum of two
                     qualified and trained sales agents solely
                     representing the Product and, in addition, necessary
                     or appropriate operational support.

              3.1.2  Survey the market in the Territory and inform Biopure of
                     all opportunities of selling the Product and more generally
                     to report on the needs of the local customers, prevailing
                     prices, products distributed by competitors and on whatever
                     may be relevant to the development of Biopure's sales
                     within the Territory.

              3.1.3  Create and maintain the best possible relations with the
                     local customers, participate in negotiations and do its
                     best to ensure the successful conclusion of each
                     transaction.

              3.1.4  Provide Biopure's staff visiting the Territory with the
                     necessary assistance in establishing contacts with the
                     appropriate organizations and customers in the Territory.

              3.1.5  Disseminate information provided by Biopure regarding the
                     Product among the appropriate customers, registration
                     institutes and governmental agencies in keeping with
                     national laws and regulations of the Territory.

              3.1.6  Give written notice to Biopure of all acts of unfair
                     competition or counterfeiting and imitations of Biopure's
                     trade-marks of Products and give reasonable assistance to
                     Biopure in taking action against imitations, counterfeiting
                     and unfair competition by others.

              3.1.7  Market and sell the product under Biopure's trademarks and
                     trade names.

       3.2    SALES OUTSIDE TERRITORY. Abazali shall not solicit orders for the
              Products from any purchaser with a view to their sale outside of
              the Territory or within the Territory with a view to their
              exportation.

       3.3    PRODUCT REGISTRATION. Product shall be registered in the name of
              Biopure or its nominee. Abazali understands and agrees as follows:
              The Product is registered in South Africa only. No sales shall be
              made in any other part of the Territory unless or until the
              Product is registered or otherwise may be sold in accordance with
              the law of the applicable jurisdiction. Nothing in this Agreement
              shall be deemed to require Biopure to obtain marketing approval in
              any country in the Territory.

       3.4    PRODUCT COMPLAINTS AND PRODUCT INQUIRIES. Abazali shall report in
              writing to Biopure or its designee in accordance with the
              procedure outlined from time to time by Biopure or its designee in
              writing (i) all complaints including product quality complaints
              and medical complaints related to the Products; and (ii) all
              inquires about the Products, including but not limited to,
              relating to the medical description of the Product, medical claims
              for the Product, contra-indications of the Product.

[**] = Portions of this exhibit have been omitted pursuant to a confidential
treatment request. An unredacted version of this exhibit has been filed
separately with the commission.

<PAGE>

                                       5

       3.5    SAFETY SURVEILLANCE AND ADVERSE EVENTS. The parties agree to use
              their best reasonable efforts to establish a process document
              regarding compliance with all regulations and obligations related
              to safety surveillance and adverse event reporting
              responsibilities for the Products promptly upon signing of this
              Agreement.

       3.6    ABAZALI'S INDEMNITY. Abazali shall hold Biopure harmless with
              respect to any claims by other persons who allege injury or loss
              as a result of Abazali's activities in violation of its covenants
              under this Agreement. Notwithstanding anything to the contrary in
              this Agreement, in no event shall Abazali be liable to Biopure for
              any incidental, indirect, exemplary, special or consequential
              damages whatsoever (including, but not limited to, lost profits,
              loss of goodwill, or interruption of business) that may be
              suffered or incurred by Biopure as a results of Abazali's
              violation of its covenants under this Agreement.

       3.7    TRADEMARKS AND TRADE NAMES.

              3.7.1  Abazali shall use Biopure's trademarks or trade names only
                     to identify and advertise the Products and shall not use
                     said trademarks or trade names as part of Abazali's own
                     name or trademarks or in any other manner.

              3.7.2  It is understood and agreed that this right to use
                     Biopure's trademarks and trade names is revocable at will
                     by Biopure and does not constitute, in any manner, a direct
                     or implied license or assignment of such trademarks or
                     trade names.

              3.7.3  Upon the expiration or termination of the Agreement for any
                     reason whatsoever, Abazali shall immediately cease using
                     Biopure's trademarks and trade name and shall return to
                     Biopure all promotional and advertising material carrying
                     Biopure's name or trademarks.

       3.8    PROMOTIONAL MATERIAL. Abazali shall use solely advertising and
              promotional material approved by Biopure. Abazali undertakes that
              it will submit to Biopure or its designee for prior written
              approval all written materials which Abazali proposes to use for
              the purpose of marketing, selling, distributing or advertising the
              Products.

       3.9    Marketing Plan. The parties shall agree annually upon a marketing
              plan for sales of the Product. The marketing plan will take into
              account needs in the Territory, past experience, Biopure's
              manufacturing capacity and other information deemed relevant. The
              first marketing plan shall be for the 6-month period beginning six
              months from the effective date of this Agreement. In preparing the
              first marketing plan the parties will review the first six months
              of experience under this Agreement. At the same time the parties
              will prepare a marketing plan for the subsequent six months, i.e.,
              the six months beginning on the first anniversary of this
              Agreement. (It is understood that all dates may be adjusted for
              convenience to begin on the first day of a month.) Thereafter,
              prior to the end of the second six-months marketing plan and prior
              to the end of each year of this Agreement, the parties will agree
              upon a business plan for the 12 months beginning on the day after
              the last day of the previous marketing plan. Marketing plans will
              be detailed by month.

[**] = Portions of this exhibit have been omitted pursuant to a confidential
treatment request. An unredacted version of this exhibit has been filed
separately with the commission.

<PAGE>

                                       6

4      BIOPURE'S DUTIES.

       4.1    REMUNERATION OF ABAZALI.

              4.1.1  In respect of all orders from customers within the
                     Territory accepted by Biopure during the term of this
                     Agreement, Abazali shall receive a payment of:

                     [**] per unit for the first 500 units sold;

                     [**] per unit above 500 units sold and up to 1000 units
                     sold;

                     [**] per unit above 1000 units sold.

                     The foregoing amounts will be subject to adjustment in the
                     event of a change in the "Single Exit Price" for the
                     Product. No amounts shall be owing in respect of orders
                     placed prior to the start of sales activities by the two
                     individuals hired and trained pursuant to Section 3.1.1.

              4.1.2  A fixed amount of [**] (excluding VAT) per month for the
                     maintenance of a sales organization as per 3.1.1. above.

              4.1.3  Biopure will be responsible for all agreed upon costs for
                     all activities set forth in Appendix C.

              4.1.4  All amounts owing to Abazali shall be invoiced on a monthly
                     basis. Notwithstanding the above, it is specified that the
                     amounts shall only be considered to be earned by Abazali
                     when full and unconditional payment has reached Biopure.

              4.1.5  Upon expiry or termination of this Agreement, Biopure shall
                     be obligated to pay amounts to Abazali in respect of
                     amounts accepted by Biopure prior to the effective date of
                     termination.

       4.2    CATALOGUES AND INFORMATION. Biopure will provide Abazali with such
              information, catalogues, promotional material and documentation,
              as Biopure shall from time to time consider necessary. The
              aforesaid material shall be used solely for the purpose of
              soliciting sales of the Products and shall remain the property of
              Biopure. Abazali shall return or dispose of it in accordance with
              Biopure's written instructions.

       4.3    BIOPURE'S INDEMNITY. Biopure shall hold Abazali harmless with
              respect to any claims by other persons who allege injury or loss
              as a result of Biopure's manufacture and delivery of the Products
              in violation of its covenants under this Agreement.

5      TERM OF AGREEMENT

       5.1    TERM OF AGREEMENT. Subject to the provisions contained herein
              which provide for earlier termination, this Agreement shall
              commence on November 1, 2005 and shall continue in full force and
              effect until December 31, 2009 ("Expiry Date"). The Agreement
              shall automatically extend for periods of one (1) additional year
              unless

[**] = Portions of this exhibit have been omitted pursuant to a confidential
treatment request. An unredacted version of this exhibit has been filed
separately with the commission.

<PAGE>

                                       7

              either of the parties gives written notice to the other party of
              its intention not to renew at least sixty (60) days prior to the
              Expiry Date or the then current term. Upon expiry of this
              Agreement, neither party shall owe to the other any damages, or
              indemnification resulting from such expiry.

       5.2    BREACH OF AGREEMENT. The foregoing notwithstanding, if either
              Abazali or Biopure breaches any of the terms and conditions of
              this Agreement, the other party may give notice of the breach to
              the party in default. If the defaulting party does not rectify the
              breach within thirty (30) days after receipt of the notice, the
              party who gave notice may terminate this Agreement upon the
              expiration of the thirty (30) days period without prejudice to
              such party's claims for damages, or indemnification for the losses
              incurred by reason of such termination or breach of the Agreement.
              Failure of the parties to agree on a marketing plan, as described
              in Section 3.9, shall give either party the right to terminate
              this Agreement with 60 days written notice. A failure by Abazali
              to meet the marketing plan(s) as in effect for any consecutive 12
              months shall be deemed to be a breach of the terms and conditions
              of this Agreement by Abazali.

       5.3    INSOLVENCY OF A PARTY. In the event either party becomes the
              subject of proceedings involving bankruptcy, insolvency,
              moratorium of payment, reorganization or liquidation, or if either
              party makes any assignment for the benefit of its creditors, then
              this Agreement may be terminated forthwith by the other party by
              written notice, without prejudice to its claims for damages, or
              indemnification for losses incurred by reason of such termination.

       5.4    CHANGE IN ABAZALI'S OWNERSHIP.

              5.4.1  Abazali shall report promptly to Biopure all changes in the
                     legal or beneficial ownership of Abazali. If Biopure
                     reasonably believes that such change is prejudicial to
                     Biopure's interests or to the proper and efficient
                     marketing of the Product, Biopure may terminate this
                     Agreement by giving thirty (30) days prior written notice
                     within thirty (30) days from the day it is informed of the
                     change of ownership. In such instance Biopure shall not owe
                     Abazali for any damages or indemnification resulting from
                     the termination.

6      MISCELLANEOUS.

       6.1    FORCE MAJEURE.

              6.1.1  Neither party to this Agreement shall be liable for failure
                     to perform if the failure is attributable to any cause
                     which is reasonably beyond the party's control, including:

                     6.1.1.1 war (declared or undeclared), riot, political
                             insurrection, rebellion, revolution;

                     6.1.1.2 acts or orders of or expropriation by any
                             government (whether facto or de jure) prohibiting
                             the import or export of the Products or imposing
                             rationing;

                     6.1.1.3 inability to procure or shortage of supplies of
                             necessary materials, equipment, or production
                             facilities;

                     6.1.1.4 quarantine restrictions;

                     6.1.1.5 fuel shortage;

[**] = Portions of this exhibit have been omitted pursuant to a confidential
treatment request. An unredacted version of this exhibit has been filed
separately with the commission.

<PAGE>

                                       8

                     6.1.1.6 strike, lockout, or other labor troubles which
                             interfere with the manufacture, sale or
                             transportation of the goods covered hereby or with
                             the supply of raw materials necessary for their
                             production;

                     6.1.1.7 fire, flood, explosion, earthquake, tornadoes or
                             other natural events.

              6.1.2  If a party incurs force majeure conditions that will result
                     in its non-performance it shall immediately notify the
                     other party in writing of the existence of such conditions
                     and the anticipated period of non-performance.

              6.1.3  If the actual period of non-performance by either party
                     because of force majeure conditions exceeds three (3)
                     months from the date of such written notice of force
                     majeure conditions, the other party shall be entitled to
                     terminate this Agreement as of the end of such three (3)
                     month period or at any time thereafter during the
                     continuance of the force majeure conditions based on thirty
                     (30) days written notice to the non-performing party.
                     Neither party shall owe to the other any damages,
                     reimbursement, or indemnification as a result of such
                     termination.

       6.2    TRADE SECRETS AND CONFIDENTIAL INFORMATION.

              6.2.1  Abazali and Biopure acknowledge that during the term of
                     this Agreement either party may acquire, either from the
                     other party or otherwise Confidential Information. For the
                     purposes of this Agreement, Confidential Information shall
                     mean all information regarding or belonging to a party,
                     including but not limited to, (i) know-how, data,
                     documents, techniques, processes, materials, product
                     samples, business plans or other information disclosed
                     directly or indirectly; (ii) information furnished by any
                     representative of the party; (iii) information acquired by
                     observation or otherwise, during a visit to a party's
                     facilities; (iv) information or other work product
                     developed in connection with this Agreement; and (v)
                     information which a party is under an obligation to third
                     parties to maintain as confidential. Such disclosures shall
                     be subject to the following obligations of confidentiality
                     and non-use:

                     6.2.1.1 The receiving party shall hold in strict confidence
                             Confidential Information received from the
                             disclosing party, and shall not distribute,
                             disclose or disseminate Confidential Information to
                             any third party, or anyone not authorized
                             hereunder;

                     6.2.1.2 The receiving party shall not use the disclosing
                             party's Confidential Information for any purpose
                             other than to facilitate the authorized purpose of
                             this Agreement;

                     6.2.1.3 The receiving party shall not use the disclosing
                             party's Confidential Information in its own
                             operations and/or for its own benefit, without the
                             prior written consent of the disclosing party;

                     6.2.1.4 The receiving party shall restrict use of the
                             disclosing party's Confidential Information to
                             those of its directors, officers and employees who
                             have a definable need to know in order to
                             facilitate the authorized purpose of this
                             Agreement. The receiving party may disclose
                             Confidential Information to members of a parent or
                             affiliate company who have a definable need to
                             know, provided such entity

[**] = Portions of this exhibit have been omitted pursuant to a confidential
treatment request. An unredacted version of this exhibit has been filed
separately with the commission.

<PAGE>

                                       9

                             agrees, prior to disclosure to be bound by the
                             terms of this Agreement. The receiving party shall
                             be responsible to the disclosing party for any
                             improper disclosure or use of Confidential
                             Information by such persons.

                     6.2.1.5 Abazali and Biopure each shall use its best efforts
                             to see that each of its employees to whom
                             confidential information, know-how or trade secrets
                             are imparted do not disclose such information,
                             during or subsequent to his or her employment by
                             Abazali or Biopure as the case may be, to any
                             person who is not entitled to have access to such
                             information.

              6.2.2  Upon expiry or termination of this Agreement, howsoever
                     caused, upon request, Abazali and Biopure shall each
                     forthwith return to the other any physical manifestations
                     of such information, secrets, or know-how, then or
                     thereafter in its possession or control.

              6.2.3  These obligations of confidentiality and non-use shall
                     expire ten (10) years from termination or expiration of
                     this Agreement. The foregoing obligations of
                     confidentiality and non-use shall not apply to information
                     that the receiving party can demonstrate:

                     6.2.3.1 was known to the receiving party prior to its
                             receipt from the disclosing party as demonstrated
                             by written records; or

                     6.2.3.2 was known to the general public prior to its
                             receipt from the disclosing party or subsequently
                             becomes known to the public through no fault of the
                             receiving party; or

                     6.2.3.3 is obtained by the receiving party from a third
                             party who is not under an obligation of
                             confidentiality and has a lawful right to make such
                             disclosure.

                     6.2.3.4 Is required to be disclosed by law, provided,
                             however, the disclosing party shall promptly notify
                             the other party and shall not disclose any
                             information without the other party's prior written
                             consent or until the other party has exhausted any
                             legal actions it may take to prevent or limit the
                             requested disclosure.

       6.3    RELATIONSHIP BETWEEN PARTIES. Nothing in this Agreement or in the
              activities engaged in by Biopure or Abazali hereunder create a
              partnership, employment, or joint venture relationship between the
              parties.

       6.4    NON-DISCLOSURE OF AGREEMENT. Unless required by law or judicial
              process, neither party shall release any information to any third
              person with respect to the terms of this Agreement without the
              prior written consent of the other party. This prohibition
              includes, but is not limited to, press releases, educational and
              scientific conferences, promotional materials, governmental
              filings, public officials, and the media.

       6.5    LEGAL COMPLIANCE. Each party shall insure that it and its
              activities under this Agreement shall at all times comply with all
              applicable laws. Each party represents that any funds paid to the
              other pursuant to this Agreement are not proceeds of any illegal
              activity.

[**] = Portions of this exhibit have been omitted pursuant to a confidential
treatment request. An unredacted version of this exhibit has been filed
separately with the commission.

<PAGE>

                                       10

       6.6    ANTI-BRIBERY LAWS. In carrying out their responsibilities under
              this Agreement, the parties shall comply with all applicable
              anti-bribery laws in the countries where the parties have their
              principal places of business and where they conduct activities
              under this Agreement. Additionally, the parties understand and
              agree to comply with the U.S. Foreign Corrupt Practices Act, as
              revised (the "Legislation"), which generally prohibits the
              promise, payment or giving of anything of value either directly or
              indirectly to any government official for the purpose of obtaining
              or retaining business or any improper advantage. For purposes of
              this section, "government official" means any official, officer,
              representative, or employee of, including any doctor employed by,
              any non-U.S. government department, agency or instrumentality
              (including any government-owned or controlled commercial
              enterprise), or any official of a public international
              organization or political party or candidate for political office.
              Additionally, Abazali represents that neither it nor any of its
              owners, directors, employees, Abazali's, consultants (A) is a
              government official, or will directly or indirectly (B) pay or
              give or promise to pay or give anything of value to any government
              official for purposes of (i) influencing any act or decision of
              such government official in his official capacity; (ii) inducing
              such government official to do or omit to do any act in violation
              of the lawful duty of such official; (iii) securing any improper
              advantage; or (iv) inducing such government official to use his
              influence with the government or instrumentality thereof to affect
              or influence any act or decision of the government or such
              instrumentality with respect to any activities undertaken relating
              to this Agreement.

       6.7    NOTICE. Any notice authorized or required to be given under the
              terms of this Agreement shall be given by facsimile transmission,
              registered mail, adequately prepaid cable or telegram sent to the
              above principal place of business of the addressee (or such other
              address as the addressee may previously by notice to the other
              party have stipulated) or by hand delivering the same to said
              address. Notices shall be deemed to be given in the case of a
              facsimile transmission when sent, if during normal business hours
              and otherwise on the next business day, provided it is confirmed
              by registered mail sent no later than the next business day, in
              the case of registered mail upon the receipt by other party, in
              the case of a cable or telegram upon the expiration of the
              forty-eight (48) hours after lodgment with the official sending
              body, and in the case of hand delivery upon the hand delivery of
              the notice if during normal business hours and otherwise on the
              next business day.

       6.8    ENGLISH LANGUAGE CONTROLS. English shall be the official version
              for the purpose of interpretation of this Agreement.

       6.9    ASSIGNMENT. Neither party may assign this Agreement, in whole or
              in part, without the prior written consent of the other. This
              Agreement is binding upon the parties, their successors and
              permitted assigns.

       6.10   WAIVER. The failure of either party in any one or more instances
              to insist upon strict performance of any of the terms and
              conditions of this Agreement shall not be construed as a waiver or
              relinquishment, to any extent, of the right to assert or rely upon
              any such terms or conditions on any future occasion.

[**] = Portions of this exhibit have been omitted pursuant to a confidential
treatment request. An unredacted version of this exhibit has been filed
separately with the commission.

<PAGE>

                                       11

       6.11   SEVERABILITY. If any provision of this Agreement is or becomes
              illegal, void or invalid, this shall not affect the legality and
              validity of the other provisions and the parties shall meet and
              negotiate in good faith a valid and enforceable replacement for
              the severed provision, which replacement shall be designed to
              achieve as nearly as possible the same commercial objective as the
              original.

       6.12   ENTIRE AGREEMENT. This Agreement constitutes the definitive
              agreement of the parties on the subject matter hereof and
              supersedes all prior agreements, understandings and undertakings
              relating to the subject matter hereof. This Agreement shall not be
              modified or amended except by a written document signed by a duly
              authorized officer of the parties. Except as expressly provided
              herein, there are no verbal agreements, warranties,
              representations or understandings affecting this Agreement and all
              previous or other negotiations, representations, and
              understandings between the parties are merged herein.

       6.13   CHOICE OF LAW AND JURISDICTION. THIS AGREEMENT SHALL BE GOVERNED
              BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF SOUTH AFRICA. ANY
              disputes or controversy ARISING OUT OF OR RELATING TO THIS
              AGREEMENT SHALL BE SUBMITTED SOLELY TO THE COURTS OF SOUTH AFRICA,
              SUBJECT TO AN APPEAL TO THE SUPREME COURT OF SOUTH AFRICA. BOTH
              PARTIES CONSENT TO THE JURISDICTION OF SUCH COURTS.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
by their duly authorized representatives, on the date written below.

Biopure Corporation.                     Abazali Bio Ventures (Pty) Ltd

Signature:  /s/ Barry Scott              Signature: /s/ Christopher Whitfield

Name:       Barry Scott                  Name:      Christopher Whitfield

Title:      Vice President               Title:     CEO

Date:       November 11, 2005            Date:      November 1, 2005

[**] = Portions of this exhibit have been omitted pursuant to a confidential
treatment request. An unredacted version of this exhibit has been filed
separately with the commission.

<PAGE>

                                       12

                                   APPENDIX A
                                    PRODUCTS

Hemopure(R)

[**] = Portions of this exhibit have been omitted pursuant to a confidential
treatment request. An unredacted version of this exhibit has been filed
separately with the commission.

<PAGE>

                                       13

                                   APPENDIX B
                                    TERRITORY

All African Countries excluding Egypt

Including the Indian Ocean Islands

[**] = Portions of this exhibit have been omitted pursuant to a confidential
treatment request. An unredacted version of this exhibit has been filed
separately with the commission.

<PAGE>

                                       14

                                   Appendix C
                                Marketing Costs

Promotional material

Congress and Symposia marketing materials

Peer to Peer meetings comprising multiple doctors

Sponsorship of T & E for pre-approved doctor travel to local and international
meetings

[**] = Portions of this exhibit have been omitted pursuant to a confidential
treatment request. An unredacted version of this exhibit has been filed
separately with the commission.