01082001 8K Ex1035





                                                      Exhibit 10.35








SECURITIES PURCHASE AGREEMENT






     SECURITIES PURCHASE AGREEMENT (this "Agreement"), dated
as of December 29,
2000, between SangStat Medical Corporation, a corporation organized under the
laws of the State
of Delaware (the "Company"), and the Purchasers listed on
Schedule I attached hereto (each, a
"Purchaser" and collectively, the
"Purchasers").




WHEREAS: 





     A.      The Company and the Purchasers are executing and delivering this
Agreement in
reliance upon the exemption from securities registration afforded by the
provisions of Regulation D
("Regulation D"), as promulgated by the United States
Securities and Exchange Commission (the
"SEC") under the Securities Act of 1933, as amended (the
"Securities Act").




     B.      The Company desires to sell, and the Purchasers desire to purchase,
upon the terms
and conditions stated in this Agreement, shares of the Company's common stock,
par value $.001
per share (the "Common Stock").  The shares of Common Stock
issuable pursuant to this
Agreement are referred to herein as the "Shares." 




     C.      Contemporaneous with the execution and delivery of this Agreement,
the parties
hereto are executing and delivering a Registration Rights Agreement, in the form
attached hereto as
Exhibit A (the "Registration Rights Agreement"),
pursuant to which the Company has agreed to
provide certain registration rights under the Securities Act and the rules and
regulations promulgated
thereunder, and applicable state securities laws.       




     D.      All references herein to monetary denominations shall refer to
lawful money of the
United States of America.







     NOW, THEREFORE, the Company and the Purchasers hereby agree as
follows:




1.   PURCHASE AND SALE COMMON STOCK.






(a)  Purchase of  Shares.  On each Closing Date (as defined
below), subject to the
satisfaction (or waiver) of the conditions set forth in Section 6 and Section 7
below, the Company
shall issue and sell to the Purchasers, and the Purchasers severally agree to
purchase from the
Company, that number of Shares set forth opposite each Purchaser's name on
Schedule I hereto at
a purchase price of $9.50 per share, for the aggregate purchase price and
consideration set forth
opposite such Purchaser's name thereon for such Closing




(b)  Form of Payment.  At each Closing, the Company shall deliver
to each Purchaser a
duly executed certificate or certificates (in such denominations as such
Purchaser may reasonably
request) representing that number of Shares set forth opposite such Purchaser's
name on Schedule
I for such Closing against payment of the purchase price therefor by wire
transfer, in accordance with
the Company's written wiring instructions.




(c)  Closing Date.    The issuance, sale and purchase of the
Shares shall take place in two
separate Closings (each, a "Closing"), the first of which is
referred to herein as the "First Closing"
and the second of which is referred to herein as the "Second
Closing."  Subject to the satisfaction
(or waiver) of the conditions thereto set forth in Section 6 and Section 7
below, the date and time of
the First Closing shall be 12:00 noon, New York City time, on  December 29,
2000, or such other
time as may be mutually agreed upon by the Company and the Purchasers (the
"First Closing
Date").  Subject to the satisfaction (or waiver) of the conditions
thereto set forth in Sections 6 and
7 below, the date and time of the Second Closing shall be 12:00 noon, New York
City time, on
January 5, 2001 (the "Second Closing Date").  Each Closing
shall occur at the offices of Klehr,
Harrison, Harvey, Branzburg & Ellers, LLP, 260 South Broad Street,
Philadelphia, Pennsylvania
19102.




(d)  Participation Right.  Subject to the terms and conditions
specified in this Section 1(d),
for a period of one year after the date that the registration statement (as
defined in the Registration
Rights Agreement) the Company is required to file pursuant to Section 2(a) of
the Registration
Rights Agreement is declared effective, the Purchasers shall have a right to
participate with respect
to future sales by the Company of its capital stock sold in any financings by
the Company involving
(i) equity or equity-linked securities, or (ii) debt which is convertible into
equity or in which there
is an equity component ("Additional Securities").  Each time
the Company proposes to offer any
Additional Securities, the Company shall make an offering of such Additional
Securities to each
Purchaser in accordance with the following provisions:





     (1)     the Company shall deliver a notice (the "Notice")
to the Purchasers stating (i)
its bona fide intention to offer such Additional Securities, (ii) the number of
such Additional
Securities to be offered, (iii) the price and terms, if any, upon which it
proposes to offer such
Additional Securities, and (iv) the anticipated closing date of the sale of such
Additional Securities




     (2)     by written notification received by the Company, within the earlier
of (i) two
days prior to the anticipated closing date or (ii) 10 days after giving of the
Notice, any Purchaser may
elect to purchase or obtain, at the price and on the terms specified in the
Notice, up to that portion
of such Additional Securities which equals the proportion that the number of
shares of Common
Stock purchased by such Purchaser bears to the total number of shares of Common
Stock then
outstanding (assuming full conversion and exercise of all convertible or
exercisable securities then
outstanding). The Company shall promptly, in writing, inform each Purchaser
which elects to
purchase all of the Additional Shares available to it ("Fully-Exercising
Purchaser") of any other
Purchaser's failure to do likewise.  During the five-day period commencing after
such information
is given, each Fully-Exercising Purchaser shall be entitled to obtain that
portion of the Additional
Securities for which the Purchasers were entitled to subscribe but which were
not subscribed for by
the Purchasers which is equal to the proportion that the number of shares of
Common Stock held by
such Fully-Exercising Purchaser bears to the total number of shares of Common
Stock held by all
Fully-Exercising Purchasers who wish to purchase some of the unsubscribed
shares;




     (3)     if all Additional Securities which the Purchasers are entitled to
obtain pursuant
to subsection 1(d)(2) are not elected to be obtained as provided in
subsection 1(d)(2) hereof, the
Company may, during the 90-day period following the expiration of the period
provided in
subsection 1(d)(2) hereof, offer the remaining unsubscribed portion of such
Additional Securities
to any person or persons at a price not less than, and upon terms no more
favorable to the offeree
than those specified in the Notice.  If the Company does not consummate the sale
of such Additional
Securities within such period, the right provided hereunder shall be deemed to
be revived and such
Additional Securities shall not be offered or sold unless first reoffered to the
Purchasers in
accordance herewith;




     (4)     the participation right in this Section 1(d) shall not be applicable
to (i) the
issuance or sale of shares of Common Stock (or options therefor) to employees,
officers, directors,
or consultants of the Company for the primary purpose of soliciting or retaining
their employment
or service pursuant to a stock option plan (or similar equity incentive plan)
approved by the Board
of Directors, (ii) the issuance of securities in connection with a bona fide
underwritten public
offering that results in total proceeds to the Company of at least $25,000,000
or any public offering
if such participation is reasonably deemed by the Company to violate the
Securities Act or, as a result
of the SEC deeming such participation to potentially violate the Securities Act,
such participation
would significantly delay an underwritten public offering of less than
$25,000,000 (iii) the issuance
or sale of  the Shares, or (iv) the issuance of securities in connection with
mergers, acquisitions,
strategic business partnerships or joint ventures (the primary purpose of which,
in the reasonable
judgment of the Board, is not to raise additional capital).




     (5)     the participation right set forth in this Section 1(d) may not be
assigned or
transferred, except that such right is assignable by each Purchaser (i) to any
wholly owned subsidiary
or parent of, or to any corporation or entity that is, within the meaning of the
Securities Act,
controlling, controlled by or under common control with, any such Purchaser,
(ii) to any affiliated
venture capital fund and (iii) to any other transferee, provided that with
respect to (i), (ii) and (iii),
such transfer (and the related participation rights) must include at least
150,000 Shares (as adjusted
for stock splits, consolidations and similar transactions).









1.   PURCHASERS' REPRESENTATIONS AND WARRANTIES.




     Each Purchaser hereby severally represents and warrants to the Company as
follows:






     (a)     Purchase for Own Account, Etc.  Each Purchaser is purchasing
the Shares for the
Purchaser's own account for investment purposes only and not with a present view
towards the
public sale or distribution thereof, except pursuant to sales that are exempt
from the registration
requirements of the Securities Act and/or sales registered under the Securities
Act.  Each Purchaser
understands that it must bear the economic risk of this investment indefinitely,
unless the Shares are
registered pursuant to the Securities Act and any applicable state securities or
blue sky laws or an
exemption from such registration is available, and that the Company has no
present intention of
registering the resale of any such Shares other than as contemplated by the
Registration Rights
Agreement.  Notwithstanding anything in this Section 2(a) to the contrary, by
making the
representations herein, the Purchasers do not agree to hold the Shares for any
minimum or other
specific term and reserves the right to dispose of the Shares at any time in
accordance with or
pursuant to a registration statement or an exemption from the registration
requirements under the
Securities Act.




(b)  Accredited Investor Status.  Each Purchaser is an
"Accredited Investor" as that term
is defined in Rule 501(a) of Regulation D.




     (c)     Reliance on Exemptions.  Each Purchaser understands that the
Shares are being
offered and sold to the Purchaser in reliance upon specific exemptions from the
registration
requirements of United States federal and state securities laws and that the
Company is relying upon
the truth and accuracy of, and such Purchaser's compliance with, the
representations, warranties,
agreements, acknowledgments and understandings of the Purchaser set forth herein
in order to
determine the availability of such exemptions and the eligibility of the
Purchaser to acquire the
Securities.




(d)  Information.  Each Purchaser and its counsel, if any, have
been furnished all materials
relating to the business, finances and operations of the Company and materials
relating to the offer
and sale of the Shares which have been specifically requested by such Purchaser
or its counsel.  Each
Purchaser and its counsel have been afforded the opportunity to ask questions of
the Company and
have received what each Purchaser believes to be satisfactory answers to any
such inquiries.  Neither
such inquiries nor any other investigation conducted by each Purchaser or its
counsel or any of its
representatives shall modify, amend or affect such Purchaser's right to rely on
the Company's
representations and warranties contained in Section 3 below.  Each Purchaser
understands that the
Purchaser's investment in the Shares involves a high degree of risk.




(e)  Governmental Review.  Each Purchaser understands that no
United States federal or
state agency or any other government or governmental agency has passed upon or
made any
recommendation or endorsement of the Shares.




(f)  Transfer or Resale.  Each Purchaser understands that (i)
except as provided in the
Registration Rights Agreement, the sale or resale of the Shares have not been
and are not being
registered under the Securities Act or any state securities laws, and the Shares
may not be transferred
unless (a) the resale of the Shares has been registered thereunder; or (b) the
Purchaser shall have
delivered to the Company an opinion of counsel (which opinion shall be in form,
substance and
scope customary for opinions of counsel in comparable transactions) to the
effect that the Shares to
be sold or transferred may be sold or transferred pursuant to an exemption from
such registration;
or (c) sold under and in compliance with Rule 144 promulgated under the
Securities Act (or a
successor rule) ("Rule 144"); or (d) sold or transferred to an
affiliate of the Purchaser who agrees
to sell or otherwise transfer the Shares only in accordance with the provisions
of this Section 2(f) and
who is an Accredited Investor; and (ii) neither the Company nor any other person
is under any
obligation to register such Shares under the Securities Act or any state
securities laws (other than
pursuant to the Registration Rights Agreement).  Notwithstanding the foregoing
or anything else
contained herein to the contrary, the Shares may be pledged as collateral in
connection with a bona
fide margin account or other lending arrangement, provided such pledge is
consistent with applicable
laws, rules and regulations.




     (g)     Legends.  Each Purchaser understands that until such time as
the Shares have been
registered under the Securities Act (including registration pursuant to Rule 416
thereunder) as
contemplated by the Registration Rights Agreement or otherwise may be sold by
the Purchaser under
Rule 144(k),  certificates for the Shares may bear a restrictive legend in
substantially the following
form:






             The securities represented by this certificate have not been
registered
under the Securities Act of 1933, as amended, or the securities laws
of any state of the United States or in any other jurisdiction.  The
securities represented hereby may not be offered, sold or transferred
in the absence of an effective registration statement for the securities
under applicable securities laws unless offered, sold or transferred
pursuant to an available exemption from the registration requirements
of those laws.







             The Company agrees that it shall, immediately prior to the
Registration Statement (as
defined in the Registration Rights Agreement) being declared effective, deliver
to its transfer agent
an opinion letter of counsel, opining that at any time the Registration
Statement is effective, the
transfer agent shall issue certificates representing the Shares without the
restrictive legend above,
provided such Shares are to be sold pursuant to the prospectus contained in the
Registration
Statement.  Upon receipt of such opinion, the Company shall cause the transfer
agent to confirm, for
the benefit of the holders, that no further opinion of counsel is required at
the time of transfer in
order to issue such shares without such restrictive legend.




             The legend set forth above shall be removed and the Company shall
issue (or instruct
the transfer agent to issue) a certificate without such legend to the holder of
any Shares upon which
it is stamped, if, unless otherwise required by state securities laws, (a) the
sale of such Shares is
registered under the Securities Act (including registration pursuant to Rule 416
thereunder) as
contemplated by the Registration Rights Agreement; (b) such holder provides the
Company with an
opinion of counsel, in form, substance and scope customary for opinions of
counsel in comparable
transactions and reasonably acceptable to the Company, to the effect that a
public sale or transfer of
such Shares may be made without registration under the Securities Act; or (c)
such holder provides
the Company with reasonable assurances that such Shares can be sold under Rule
144(k).  In the
event the above legend is removed from any Shares and thereafter the
effectiveness of a registration
statement covering such Shares is suspended or the Company determines that a
supplement or
amendment thereto is required by applicable securities laws or if Rule 144 is no
longer available,
then upon reasonable advance written notice to the Purchaser, (subject to the
provisions of the
Registration Rights Agreement) the Company may (i) instruct its transfer agent
to issue a "stop
transfer" order with respect to the Shares and (ii) require the Purchaser or the
Purchaser's broker to
confirm that no sales of the Shares will be effected until the "stop transfer"
order is removed.  The
Purchasers agree to hold the Shares in certificated form until the Shares can be
sold under Rule
144(k).




     (h)     Authorization; Enforcement.  Each Purchaser has full power
and authority to enter
into this Agreement and the Registration Rights Agreement.  This Agreement and
the Registration
Rights Agreement have been duly and validly authorized, executed and delivered
on behalf of each
Purchaser and are valid and binding agreements of each Purchaser enforceable
against each
Purchaser in accordance with their terms; except as such enforceability may be
limited by bankruptcy
laws and other similar laws affecting creditors' rights generally and general
principles of equity.




(i)  Residency.  Each Purchaser is a resident of the jurisdiction
set forth under the
Purchaser's name on Schedule I hereto.




The Purchasers' representations and warranties made in this Article 2(a)
through (g) and (i)
are made solely for the purpose of permitting the Company to make a
determination that the offer
and sale of the Shares pursuant to this Agreement complies with applicable U.S.
federal and state
securities laws and not for any other purpose.  Accordingly, the Company should
not rely on such
representations and warranties for any other purpose. 







2.   REPRESENTATIONS AND WARRANTIES OF THE COMPANY.




The Company represents and warrants to each Purchaser as follows, except as
set forth on
the disclosure schedules delivered herewith with corresponding section
numbers:







(a)  Organization and Qualification.  The Company is a corporation
duly organized and
existing in good standing under the laws of the jurisdiction in which it is
incorporated, and has the
requisite corporate power to own its properties and to carry on its business as
now being conducted.
The Company has sufficient licenses, permits and other governmental
authorizations currently
required for the conduct of its business or ownership of properties and is in
all material respects
complying herewith.  The Company has no material subsidiaries.  The Company is
duly qualified
as a foreign corporation to do business and is in good standing in every
jurisdiction in which the
nature of the business conducted by it makes such qualification necessary and
where the failure so
to qualify would have a Material Adverse Effect.  "Material Adverse
Effect" means any material
adverse effect on (i) the Shares, (ii) the ability of the Company to perform its
obligations hereunder
or under the Registration Rights Agreement or (iii) the business, operations,
properties, prospects
or financial condition of the Company and its subsidiaries, taken as a whole,
but not material adverse
effects stemming from changes in the economy as a whole or in the Company's
industry generally. 




     (b)     Authorization; Enforcement.  (i) The Company has the
requisite corporate power and
authority to enter into and perform its obligations under this Agreement and the
Registration Rights
Agreement, to issue and sell the Shares in accordance with the terms hereof;
(ii) the execution,
delivery and performance of this Agreement, and the Registration Rights
Agreement by the
Company and the consummation by it of the transactions contemplated hereby and
thereby
(including, without limitation, the issuance of the Shares) have been duly
authorized by the
Company's Board of Directors and no further consent or authorization of the
Company, its Board of
Directors, any committee of the Board of Directors or the Company's stockholders
is required, and
(iii) this Agreement constitutes, and, upon execution and delivery by the
Company of the
Registration Rights Agreement, such agreement will constitute, valid and binding
obligations of the
Company enforceable against the Company in accordance with their terms; except
as such
enforceability may be limited by bankruptcy laws and other similar laws
affecting creditors' rights
generally and general principles of equity.




     (c)     Stockholder Authorization.  Neither the execution, delivery
or performance by the
Company of its obligations under this Agreement or the Registration Rights
Agreement, nor the
consummation by it of the transactions contemplated hereby or thereby
(including, without
limitation, the issuance of the Shares) requires any consent or authorization of
the Company's
stockholders, including but not limited to consent under Rule 4460(i)
promulgated by the National
Association of Securities Dealers, Inc. (the "NASD") or any
similar rule. 




     (d)     Capitalization.  The capitalization of the Company as of the
date hereof, including
the authorized capital stock, the number of shares issued and outstanding, the
number of shares
issuable and reserved for issuance pursuant to the Company's stock option plans,
the number of
shares issuable and reserved for issuance pursuant to securities exercisable or
exchangeable for, or
convertible into, any shares of capital stock and the number of shares to be
issued pursuant to the
terms of this Agreement.  All of such outstanding shares of capital stock have
been, or upon
issuance, will be, validly issued, fully paid and non-assessable.  No shares of
capital stock of the
Company (including the Shares) are subject to preemptive rights or any other
similar rights of the
stockholders of the Company or any liens or encumbrances created by the Company.
Except for the
Shares and as set forth on Schedule 3(d), as of the date of this
Agreement, (i) there are no
outstanding options, warrants, scrip, rights to subscribe to, calls or
commitments of any character
whatsoever relating to, or securities or rights convertible into or exercisable
or exchangeable for, any
shares of capital stock of the Company or any of its subsidiaries, or
arrangements by which the
Company or any of its subsidiaries is or may become bound to issue additional
shares of capital stock
of the Company or any of its subsidiaries, nor are any such issuances or
arrangements contemplated,
and (ii) there are no agreements or arrangements under which the Company or any
of its subsidiaries
is obligated to register the sale of any of its or their securities under the
Securities Act (except the
Registration Rights Agreement).  Schedule 3(d) sets forth all of the
Company issued securities or
instruments containing anti-dilution or similar provisions that will be
triggered by, and all of the
resulting adjustments that will be made to such securities and instruments as a
result of, the issuance
of the Shares in accordance with the terms of this Agreement.  The Company has
furnished to the
Purchaser true and correct copies of the Company's Certificate of Incorporation
as in effect on the
date hereof ("Certificate of Incorporation"), the Company's
Bylaws as in effect on the date hereof
(the "Bylaws"), and all other instruments and agreements
governing securities convertible into or
exercisable or exchangeable for capital stock of the Company. 




     (e)     Issuance of Shares.  The Shares will be duly authorized and,
upon issuance, and in
accordance with the terms of this Agreement, will be validly issued, fully paid
and non-assessable,
and free from all taxes, liens, claims and encumbrances created by the Company
and will not, to the
Company's knowledge, be subject to preemptive rights or other similar rights of
stockholders of the
Company and will not impose personal liability on the holders thereof. 




     (f)     No Conflicts.  The execution, delivery and performance of
this Agreement and the
Registration Rights Agreement, by the Company, and the consummation and
performance by the
of the transactions contemplated hereby and thereby (including, without
limitation, the issuance of
the Shares) will not (i) result in a violation of the Certificate of
Incorporation or Bylaws or (ii)
conflict with, or constitute a default (or an event that with notice or lapse of
time or both would
become a default) under, or give to others any rights of termination, amendment
(including, without
limitation, the triggering of any anti-dilution provisions), acceleration or
cancellation of, any
agreement, indenture or instrument to which the Company or any of its
subsidiaries is a party, or
result in a violation of any law, rule, regulation, order, judgment or decree
(including United States
federal and state securities laws and regulations and rules or regulations of
any self-regulatory
organizations to which either the Company or its securities are subject)
applicable to the Company
or any of its subsidiaries or by which any property or asset of the Company or
any of its subsidiaries
is bound or affected (except, with respect to clause (ii), for such conflicts,
defaults, terminations,
amendments, accelerations, cancellations and violations that would not,
individually or in the
aggregate, have a Material Adverse Effect).  Neither the Company nor any of its
subsidiaries is in
violation of its Certificate of Incorporation, Bylaws or other organizational
documents and neither
the Company nor any of its subsidiaries is in default (and no event has occurred
which, with notice
or lapse of time or both, would put the Company or any of its subsidiaries in
default) under, nor to
the Company's knowledge, except as set forth on Schedule 3(h) hereto,
has there occurred any event
giving others (with notice or lapse of time or both) any rights of termination,
amendment,
acceleration or cancellation of, any agreement, indenture or instrument to which
the Company or any
of its subsidiaries is a party, except for actual or possible violations,
defaults or rights that would not,
individually or in the aggregate, have a Material Adverse Effect. The businesses
of the Company and
its subsidiaries are not being conducted, and shall not be conducted so long as
the Purchaser owns
any of the Shares, in violation of any law, ordinance or regulation of any
governmental entity, except
for possible violations the sanctions for which either singly or in the
aggregate would not have a
Material Adverse Effect.  Except as specifically contemplated by this Agreement
and the
Registration Rights Agreement, the Company is not required to obtain any
consent, approval,
authorization or order of, or make any filing or registration with, any court or
governmental agency
or any regulatory or self regulatory agency or other third party in order for it
to execute, deliver or
perform any of its obligations under this Agreement or, the Registration Rights
Agreement, in each
case in accordance with the terms hereof or thereof.  The Company is not in
violation of the listing
requirements of the Nasdaq National Market ("NASDAQ") and does
not reasonably anticipate that
the Common Stock will be delisted by NASDAQ for the foreseeable future.




     (g)     SEC Documents, Financial Statements.  Since December 31,
1997, the Company has
timely filed (within applicable extension periods) all reports, schedules,
forms, statements and other
documents required to be filed by it with the SEC pursuant to the reporting
requirements of Sections
13, 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act") (all of
the foregoing filed prior to the date hereof and all exhibits included therein
and financial statements
and schedules thereto and documents incorporated by reference therein, being
hereinafter referred
to herein as the "SEC Documents").  All of the SEC documents
from December 31, 1997 are
currently available for review on the SEC website via EDGAR and documents filed
prior to such
date have been made available to the Purchasers.  As of their respective dates,
the SEC Documents
complied in all material respects with the requirements of the Exchange Act or
the Securities Act,
as the case may be, and the rules and regulations of the SEC promulgated
thereunder applicable to
the SEC Documents, and none of the SEC Documents, at the time they were filed
with the SEC,
contained any untrue statement of a material fact or omitted to state a material
fact required to be
stated therein or necessary in order to make the statements therein, in light of
the circumstances
under which they were made, not misleading.  None of the statements made in any
such SEC
Documents is, or has been, required to be amended or updated under applicable
law (except for such
statements as have been amended or updated in subsequent filings made prior to
the date hereof).
As of their respective dates, the financial statements of the Company included
in the SEC
Documents complied as to form in all material respects with applicable
accounting requirements and
the published rules and regulations of the SEC applicable with respect thereto.
Such financial
statements have been prepared in accordance with U.S. generally accepted
accounting principles
("GAAP"), consistently applied, during the periods involved
(except (i) as may be otherwise
indicated in such financial statements or the notes thereto, or (ii) in the case
of unaudited interim
statements, to the extent they may not include footnotes or may be condensed or
summary
statements) and fairly present in all material respects the consolidated
financial position of the
Company and its consolidated subsidiaries as of the dates thereof and the
consolidated results of their
operations and cash flows for the periods then ended (subject, in the case of
unaudited statements,
to immaterial year-end audit adjustments).  Except as set forth in the financial
statements of the
Company included in the SEC Documents filed prior to the date hereof, the
Company has no
liabilities, contingent or otherwise, other than (i) liabilities incurred in the
ordinary course of
business subsequent to the date of such financial statements and (ii)
obligations under contracts and
commitments incurred in the ordinary course of business and not required under
GAAP to be
reflected in such financial statements, which liabilities and obligations
referred to in clauses (i) and
(ii), individually or in the aggregate, are not material to the financial
condition or operating results
of the Company. 




     (h)     Absence of Certain Changes.  Since December 31, 1999, there
has been no material
adverse change and no material adverse development in the business, properties,
operations,
prospects, financial condition or results of operations of the Company and its
subsidiaries, taken as
a whole, which would have a Material Adverse Effect on the Company, except as
disclosed in the
SEC Documents filed prior to the date hereof.




     (i)     Absence of Litigation.  Except as disclosed in the SEC
Documents filed prior to the
date hereof, there is no action, suit, proceeding, inquiry or investigation
before or by any court,
public board, government agency, self-regulatory organization or body,
including, without limitation,
the SEC or NASDAQ, pending or, to the knowledge of the Company or any of its
subsidiaries,
threatened against or affecting the Company, any of its subsidiaries, or any of
their respective
directors or officers in their capacities as such.  To the knowledge of the
Company, after reasonable
investigation, there are no facts which, if known by a potential claimant or
governmental authority,
could give rise to a claim or proceeding which, if asserted or conducted with
results unfavorable to
the Company or any of its subsidiaries, could reasonably be expected to have a
Material Adverse
Effect on the Company.




     (j)     Intellectual Property.  Each of the Company and its
subsidiaries owns or is licensed
to use all patents, patent applications, trademarks, trademark applications,
trade names, service
marks, copyrights, copyright applications, licenses, permits, inventions,
discoveries, processes,
scientific, technical, engineering and marketing data, object and source codes,
know-how (including
trade secrets and other unpatented and/or unpatentable proprietary or
confidential information,
systems or procedures) and other similar rights and proprietary knowledge
necessary for the conduct
of its business as now being conducted (collectively,
"Intangibles").  To the knowledge of the
Company and except as disclosed in the SEC documents filed prior to the date
hereof, neither the
Company nor any subsidiary of the Company infringes or is in conflict with any
right of any other
person with respect to any Intangibles which, if the subject of an unfavorable
decision, ruling or
finding would have a Material Adverse Effect.  Except as disclosed in the SEC
documents filed prior
to the date hereof, neither the Company nor any of its subsidiaries has received
written notice of any
pending conflict with or infringement upon such third party Intangibles.  Except
as disclosed in the
SEC documents filed prior to the date hereof, neither the Company nor any of its
subsidiaries has
entered into any consent agreement, indemnification agreement, forbearance to
sue or settlement
agreement with respect to the validity of the Company's or its subsidiaries'
ownership or right to use
its Intangibles and, to the knowledge of the Company, there is no reasonable
basis for any such claim
to be successful.  The Intangibles are valid and enforceable and no registration
relating thereto has
lapsed, expired or been abandoned or canceled or is the subject of cancellation
or other adversarial
proceedings, and all applications therefor are pending and in good standing.
The Company and its
subsidiaries have complied, in all material respects, with their respective
contractual obligations
relating to the protection of the Intangibles used pursuant to licenses.  To the
knowledge of the
Company, no person is infringing on or violating the Intangibles owned or used
by the Company or
its subsidiaries.




     (k)     Foreign Corrupt Practices. Neither the Company, nor any of
its subsidiaries, nor any
director, officer, agent, employee or other person acting on behalf of the
Company or any subsidiary
has, in the course of his actions for, or on behalf of, the Company, used any
corporate funds for any
unlawful contribution, gift, entertainment or other unlawful expenses relating
to political activity;
made any direct or indirect unlawful payment to any foreign or domestic
government official or
employee from corporate funds; violated or is in violation of any provision of
the U.S. Foreign
Corrupt Practices Act of 1977; or made any bribe, rebate, payoff, influence
payment, kickback or
other unlawful payment to any foreign or domestic government official or
employee.




     (l)     Disclosure.  All information relating to or concerning the
Company set forth in this
Agreement or provided to the Purchasers in connection with the transactions
contemplated hereby
is true and correct in all material respects and the Company has not omitted to
state any material fact
necessary in order to make the statements made herein or therein, in light of
the circumstances under
which they were made, not misleading. To the Company's knowledge, no event or
circumstance has
occurred or exists with respect to the Company or its subsidiaries or their
respective businesses,
properties, prospects, operations or financial conditions, which has not been
publicly disclosed but,
under applicable law, rule or regulation, would be required to be disclosed by
the Company in a
registration statement filed on the date hereof by the Company under the
Securities Act with respect
to a primary issuance of the Company's securities.




     (m)     Acknowledgment Regarding Purchasers' Purchase of the Shares.
The Company
acknowledges and agrees that the Purchasers are not acting as a financial
advisor or fiduciary of the
Company (or in any similar capacity) with respect to this Agreement or the
transactions
contemplated hereby, the relationship between the Company and the Purchasers is
"arms-length"
and, except for the Purchaser's representations and warranties in Section 2
hereof, any statement
made by any Purchaser or any of their representatives or agents in connection
with this Agreement
and the transactions contemplated hereby is merely incidental to the Purchasers'
purchase of the
Shares and has not been relied upon by the Company, its officers or directors in
any way.  The
Company further acknowledges that the Company's decision to enter into this
Agreement has been
based solely on an independent evaluation by the Company and its
representatives.




     (n)     Form S-3 Eligibility.  The Company is currently eligible to
register the resale of its
Common Stock on a registration statement on Form S-3 under the Securities Act.
There exist no
facts or circumstances that would prohibit or delay the preparation and filing
of a registration
statement on Form S-3 with respect to the Registrable Securities (as defined in
the Registration
Rights Agreement).  The Company has no basis to believe that its past or present
independent public
auditors will withhold their consent to the inclusion, or incorporation by
reference, of their audit
opinion concerning the Company's financial statements which are included in the
Registration
Statement required to be filed pursuant to the Registration Rights
Agreement.




     (o)     No General Solicitation.  Neither the Company nor any
distributor participating on
the Company's behalf in the transactions contemplated hereby (if any) nor any
person acting for the
Company, or any such distributor, has conducted any "general solicitation," as
such term is defined
in Regulation D, with respect to any of the Shares being offered hereby.




     (p)     No Integrated Offering.  Neither the Company, nor any of its
affiliates, nor any person
acting on its or their behalf, has directly or indirectly made any offers or
sales of any security or
solicited any offers to buy any security under circumstances that would require
registration of the
Shares being offered hereby under the Securities Act or cause this offering of
Shares to be integrated
with any prior offering of securities of the Company for purposes of the
Securities Act, the result of
such integration which would require registration under the Securities Act, or
any applicable
stockholder approval provisions, including, without limitation, Rule 4460(i) of
the NASD or any
similar rule.  




     (q)     No Brokers.  The Company has taken no action that would give
rise to any claim by
any person for brokerage commissions, finder's fees or similar payments by the
Purchaser relating
to this Agreement or the transactions contemplated hereby.




     (r)     Acknowledgment Regarding Shares.  The Company's executive
officers have studied
and fully understand the nature of the Shares being sold hereunder.  The
Company's Board of
Directors has determined in its good faith business judgment that the issuance
of the Shares
hereunder and the consummation of the other transactions contemplated hereby are
in the best
interests of the Company and its stockholders.




     (s)     Title.  The Company and its subsidiaries have good and
marketable title in fee simple
to all real property and good and merchantable title to all personal property
owned by them that is
material to the business of the Company and its subsidiaries, in each case free
and clear of all liens,
encumbrances and defects except such as do not materially affect the value of
such property and do
not materially interfere with the use made and proposed to be made of such
property by the Company
and its subsidiaries.  Any real property and facilities held under lease by the
Company and its
subsidiaries are held by them under valid, subsisting and enforceable leases
with such exceptions as
are not material and do not materially interfere with the use made and proposed
to be made of such
real property and facilities by the Company and its subsidiaries.




     (t)     Tax Status. Except as set forth in the SEC Documents, the
Company and each of its
subsidiaries has made or filed all foreign, U.S. federal, state and local income
and all other material
tax returns, reports and declarations required by any jurisdiction to which it
is subject (unless and
only to the extent that the Company and each of its subsidiaries has set aside
on its books provisions
reasonably adequate for the payment of all unpaid and unreported taxes) and has
paid all taxes and
other governmental assessments and charges that are material in amount, shown or
determined to
be due on such returns, reports and declarations, except those being contested
in good faith and has
set aside on its books provisions reasonably adequate for the payment of all
taxes for periods
subsequent to the periods to which such returns, reports or declarations apply,
or except as would
not have a Material Adverse Effect on the Company.  There are no unpaid taxes in
any material
amount claimed to be due by the taxing authority of any jurisdiction, and the
officers of the Company
know of no basis for any such claim except as would not have a Material Adverse
Effect on the
Company.  The Company has not executed a waiver with respect to any statute of
limitations relating
to the assessment or collection of any federal, state or local tax. None of the
Company's tax returns
are presently being audited by any taxing authority.




     (u)     Key Employees.  Each of the Company's directors, officers and
any Key Employee
(as defined below) is currently serving the Company in the capacity disclosed in
the SEC
Documents.  As of the Closing Date, no Key Employee, to the knowledge of the
Company and its
subsidiaries, is in violation of any material term of any employment contract,
confidentiality,
disclosure or proprietary information agreement, non-competition agreement, or
any other contract
or agreement or any restrictive covenant, and the continued employment of each
Key Employee does
not subject the Company or any of its subsidiaries to any material liability
with respect to any of the
foregoing matters.  As of the Closing Date, no Key Employee has, to the
knowledge of the Company
and its subsidiaries, any intention to terminate or limit his employment with,
or services to, the
Company or any of its subsidiaries, nor is any such Key Employee subject to any
constraints which
would cause such employee to be unable to devote his full time and attention to
such employment
or services.  "Key Employee" means the persons listed on
Schedule 3(u).




     (v)     Insurance.  The Company has in force fire, casualty, product
liability and other
insurance policies, with extended coverage, sufficient in amount to allow it to
replace any of its
material properties or assets which might be damaged or destroyed or sufficient
to cover liabilities
to which the Company may reasonably become subject, and such types and amounts
of other
insurance with respect to its business and properties, on both a per occurrence
and an aggregate
basis, as are customarily carried by persons engaged in the same or similar
business as the Company.
No default or event has occurred that could give rise to a default under any
such policy.




     (w)     Environmental Matters.  There is no environmental litigation
or other environmental
proceeding pending or threatened in writing by any governmental regulatory
authority or others with
respect to the current or any former business of the Company or any partnership
or joint venture
currently or at any time affiliated with the Company.  To the Company's
knowledge, no state of facts
exists as to environmental matters or Hazardous Substances (as defined below)
that involves the
reasonable likelihood of a material capital expenditure by the Company or that
may otherwise have
a Material Adverse Effect.  No Hazardous Substances have been treated, stored or
disposed of, or
otherwise deposited, in or on the properties owned or leased by the Company or
by any partnership
or joint venture currently or at any time affiliated with the Company in
violation of any applicable
environmental laws.  The environmental compliance programs of the Company comply
in all
respects with all environmental laws, whether federal, state or local, currently
in effect.  As used
herein, "Hazardous Substances" means any substance, waste,
contaminant, pollutant or material
that has been determined by any governmental authority to be capable of posing a
risk of injury to
health, safety, property or the environment. 








3.   COVENANTS.






     (a)     Best Efforts.  The parties shall use their best efforts
timely to satisfy each of the
conditions described in Section 6 and Section 7 of this Agreement.




     (b)     Form D: Blue Sky Laws.  The Company shall file with the SEC a
Form D with
respect to the Shares as required under Regulation D and provide a copy thereof
to the Purchasers
promptly after such filing.  The Company shall, on or before the First Closing
Date, take such action
as the Company shall reasonably determine is necessary to qualify the Shares for
sale to the
Purchasers pursuant to this Agreement under applicable securities or "blue sky"
laws of the states
of the United States or obtain exemption therefrom, and shall provide evidence
of any such action
so taken to the Purchasers on or prior to the First Closing Date.  Within ten
(10) days after the First
Closing Date, the Company shall file a Current Report on Form 8-K (a
"Form 8-K") concerning this
Agreement and the transactions contemplated hereby, which Form 8-K shall attach
this Agreement
as exhibits to such Form 8-K.




     (c)     Reporting Status.  So long as any Purchaser beneficially owns
any of the Shares, the
Company shall timely file all reports required to be filed with the SEC pursuant
to the Exchange Act,
and the Company shall not terminate its status as an issuer required to file
reports under the
Exchange Act even if the Exchange Act or the rules and regulations thereunder
would permit such
termination.  In addition, the Company shall take all commercially reasonable
actions to meet the
"registrant eligibility" requirements set forth in the general instructions to
Form S-3 or any successor
form thereto, to continue to be eligible to register the resale of its Common
Stock on a registration
statement on Form S-3 under the Securities Act.




     (d)     Use of Proceeds.  The Company shall  use the proceeds from
the sale of the Shares
as set forth in Schedule 4(d).




     (e)     Expenses.  The Company shall pay to SDS Capital Partners
("SDS Capital") at the
Closing, reimbursement for the out-of-pocket expenses reasonably incurred by SDS
Capital's
advisors in connection with the negotiation, preparation, execution and delivery
of this Agreement
(including earlier versions of this transaction) and the other agreements to be
executed in connection
herewith, including, without limitation, SDS Capital's advisors' reasonable due
diligence and
attorneys' fees and expenses (the "Expenses") not to exceed
$60,000; provided, however, that SDS
Capital shall be permitted to deduct all Expenses from the purchase price
payable by SDS Capital
hereunder.  In addition, from time to time thereafter, upon SDS Capital's
written request, the
Company shall pay to SDS Capital such additional Expenses, if any, not covered
by such payment,
in each case to the extent reasonably incurred by SDS Capital's agents in
connection with the
negotiation, preparation, execution and delivery of this Agreement; provided,
however, that in no
event shall the Company be obligated to pay more than $60,000 on account of
Expenses.




     (f)     Financial Information.  The Company agrees to add each
Purchaser to its mailing list
(whether via electronic transmission or otherwise) for purposes of each
Purchaser receiving, if sent
by the Company to its stockholders, copies of the following reports:  (i)  its
Annual Report on Form
10-K, its Quarterly Reports on Form 10-Q, its proxy statements and any Current
Reports on Form
8-K; (ii) copies of all press releases issued by the Company or any of its
subsidiaries; and (iii) copies
of any notices and other information made available or given to stockholders of
the Company
generally.




     (g)     Listing. The Company shall use commercially reasonable
efforts to maintain, for a
period of five years from the First Closing Date, the listing of all Shares on
each national securities
exchange or automated quotation system on which shares of Common Stock are
currently listed.
The Company will use commercially reasonable efforts to continue the listing and
trading of its
Common Stock on NASDAQ, the New York Stock Exchange ("NYSE") or
the American Stock
Exchange ("AMEX") and will comply in all respects with the
reporting, filing and other obligations
under the bylaws or rules of the NASD and such exchanges, as applicable.  The
Company shall
promptly provide to each Purchaser copies of any notices it receives regarding
the continued
eligibility of the Common Stock for trading on the NASDAQ or, if applicable, any
securities
exchange or automated quotation system on which securities of the same class or
series issued by
the Company are then listed or quoted, if any.  This Section shall not apply if
the Company is
acquired. 




     (h)     No Integrated Offerings.  The Company shall not make any
offers or sales of any
security (other than the Shares) under circumstances that would require
registration of the Shares
being offered or sold hereunder under the Securities Act or cause this offering
of the Shares to be
integrated with any other offering of securities by the Company for purposes of
any stockholder
approval provision applicable to the Company or its securities.




     (i)     Legal Compliance.  The Company shall conduct its business and
the business of its
subsidiaries in compliance with all laws, ordinances or regulations of
governmental entities
applicable to such businesses, except where the failure to do so would not have
a Material Adverse
Effect on the Company.




     (j)     Inspection of Properties and Books.  So long as any Purchaser
shall hold any  Shares,
such Purchasers and its representatives and agents (collectively, the
"Inspectors") shall have the
right upon reasonable notice to the Company and during business hours, at the
Purchasers' expense,
to visit and inspect any of the properties of the Company and of its
subsidiaries, to examine the
books of account and records of the Company and of its subsidiaries, to make or
be provided with
copies and extracts therefrom, to discuss the affairs, finances and accounts of
the Company and of
its subsidiaries with, and to be advised as to the same by, its and their
officers, employees and
independent public accountants (and by this provision the Company authorizes
such accountants to
discuss such affairs, finances and accounts, whether or not a representative of
the Company is
present) all at such reasonable times and intervals and to such reasonable
extent as the Purchasers
may desire; provided, however, that each Inspector shall hold in
confidence and shall not make any
disclosure (except to the Purchasers) of any such information which the Company
determines in
good faith to be confidential, and of which determination the Inspectors are so
notified, unless (a)
the disclosure of such information is necessary to avoid or correct a
misstatement or omission in any
Registration Statement filed pursuant to the Registration Rights Agreement (a
final determination
of which shall be based upon an opinion of outside counsel to the Company), (b)
the release of such
information is ordered pursuant to a subpoena or other order from a court or
government body of
competent jurisdiction, or (c) such information has been made generally
available to the public other
than by disclosure in violation of this or any other agreement.  The Company
shall not be required
to disclose any confidential information to any Inspector until and unless such
Inspector shall have
entered into confidentiality agreements (in form and substance satisfactory to
the Company) with the
Company with respect thereto, substantially in the form of this Section 4(j).
Each Purchaser agrees
that it shall, upon learning that disclosure of such information is sought in or
by a court or
governmental body of competent jurisdiction or through other means, give prompt
notice to the
Company and allow the Company, at its expense, to undertake appropriate action
to prevent
disclosure of, or to obtain a protective order for, the information deemed
confidential.







4.   TRANSFER AGENT INSTRUCTIONS.






     (a)     The Company shall instruct its transfer agent to issue certificates,
registered in the
name of each Purchaser or its nominee, for the Shares in such amounts as
specified by such
Purchaser to the Company.




(b)  The Company warrants that no instruction other than such
instructions referred to in
this Section 5, will be given by the Company to its transfer agent and that the
Shares shall otherwise
be freely transferable on the books and records of the Company as and to the
extent provided in this
Agreement and the Registration Rights Agreement.  Nothing in this Section or any
other limits in
the Registration Rights Agreement shall affect in any way the Purchasers'
obligations and agreement
set forth in Section 2(g) hereof to resell the Shares pursuant to an effective
registration statement or
under an exemption from the registration requirements of applicable securities
law. 




(c)  If a Purchaser provides the Company and the transfer agent with an
opinion of
counsel, which opinion of counsel shall be in form, substance and scope
customary for opinions of
counsel in comparable transactions and reasonably acceptable to the Company, to
the effect that the
Shares to be sold or transferred may be sold or transferred pursuant to an
exemption from
registration, or a Purchaser provides the Company with reasonable assurances
that such Shares may
be sold under Rule 144, the Company shall permit the transfer.







5.   CONDITIONS TO THE COMPANY'S OBLIGATION TO SELL.





The obligation of the Company hereunder to issue and sell the Shares to the
Purchasers
hereunder is subject to the satisfaction, at or before the First Closing Date
and the Second Closing
Date, as applicable, of each of the following conditions thereto, provided that
these conditions are
for the Company's sole benefit and may be waived in writing by the Company at
any time in its sole
discretion:


     (a)     With respect to the First and Second Closing:




             (i)     Each of the Purchasers shall have executed this Agreement and
the
Registration Rights Agreement, and delivered executed original copies of the
same to the Company.




             (ii)    Each Purchaser shall have delivered the purchase price set
forth opposite its
name on Schedule I hereto for the Shares being purchased by it at such Closing
in accordance with
Section 1(b) above.




             (iii)   The representations and warranties of each Purchaser shall be
true and correct
as of the date when made and as of the First Closing Date and the Second Closing
Date, as
applicable, as though made at that time (except for representations and
warranties that speak as of
a specific date, which representations and warranties shall be true and correct
as of such date), and
each Purchaser shall have performed, satisfied and complied in all material
respects with the
covenants, agreements and conditions required by this Agreement to be performed,
satisfied or
complied with by the Purchasers at or prior to the First Closing Date and the
Second Closing Date,
as applicable.




             (iv)    No statute, rule, regulation, executive order, decree, ruling
or injunction shall
have been enacted, entered, promulgated or endorsed by any court or governmental
authority of
competent jurisdiction or any self-regulatory organization having authority over
the matters
contemplated hereby which questions the validity of, challenges or prohibits the
consummation of
any of the transactions contemplated by this Agreement.









6.   CONDITIONS TO THE PURCHASERS' OBLIGATION TO PURCHASE.




The obligation of the Purchasers hereunder to purchase the Shares from the
Company
hereunder is subject to the satisfaction, at or before the First Closing Date
and the Second Closing
Date, as applicable, of each of the following conditions, provided that such
conditions are for the
Purchasers' sole benefit and may be waived in writing by the Purchasers at any
time in the
Purchasers' sole discretion:





     (a)     With respect to the First Closing:




     (i)     The Company shall have executed this Agreement and the Registration
Rights
Agreement, and delivered executed original copies of the same to the
Purchasers.




     (ii)    The Company shall have delivered to the Purchasers duly executed
certificates
(each in such denominations as each Purchaser shall reasonably request)
representing the Shares
being so purchased by the Purchasers at the First Closing in accordance with
Section 1(b) above.




     (iii)   The Common Stock shall be listed on NASDAQ and trading in the Common
Stock (or NASDAQ generally) shall not have been suspended by the SEC or
NASDAQ.




     (iv)    The representations and warranties of the Company shall be true and
correct
as of the date when made and as of the First Closing Date as though made at that
time (except for
representations and warranties that speak as of a specific date, which
representations and warranties
shall be true and correct as of such date) and the Company shall have performed,
satisfied and
complied in all material respects with the covenants, agreements and conditions
required by this
Agreement to be performed, satisfied or complied with by the Company at or prior
to the First
Closing Date.  The Purchasers shall have received a certificate, executed by the
Chief Executive
Officer of the Company after reasonable investigation, dated as of the First
Closing Date to the
foregoing effect and as to such other matters as may reasonably be requested by
the Purchasers.




             (v)     No statute, rule, regulation, executive order, decree, ruling,
injunction, action
or proceeding shall have been enacted, entered, promulgated or endorsed by any
court or
governmental authority of competent jurisdiction or any self-regulatory
organization having authority
over the matters contemplated hereby which questions the validity of, challenges
or prohibits the
consummation of, any of the transactions contemplated by this Agreement.




             (vi)    The Purchasers shall have received opinions of the Company's
general
counsel and of the Company's outside counsel, dated as of the First Closing
Date, in form, scope and
substance reasonably satisfactory to the Purchasers and in substantially the
form of Exhibits B-1 and
B-2 attached hereto.




             (vii)   There shall have been no material adverse changes and no
material adverse
developments in the business, properties, operations, prospects, financial
condition or results of
operations of the Company and its subsidiaries, taken as a whole, since the date
hereof, and no
information, of which the Purchasers are not currently aware, shall come to the
attention of the
Purchasers that is materially adverse to the Company.




             (viii)  The Secretary of the
Company shall deliver to each Purchaser at the First
Closing a certificate stating that all Board of Directors and stockholder
approvals necessary to
authorize the performance by the Company of its obligations contemplated by this
Agreement have
been obtained and attaching thereto: (i) a copy of the Certificate of
Incorporation (with any and all
certificates of designation)  and the Bylaws (as amended through the date of the
First Closing),
certified by the Secretary of the Company as the true and correct copies thereof
as of the First
Closing; and (ii) a copy of the resolutions of the Board of Directors and, if
required, the stockholders
of the Company, authorizing the execution and delivery of this Agreement and the
Registration
Rights Agreement, the issuance of the Shares and other matters contemplated
hereby.






     (a)     with respect to the Second Closing:




             (i)     The First Closing shall have occurred.




             (ii)    On or before January 5, 2001, the Company shall have delivered
to the
Purchasers duly executed certificates (each in such denominations as each
Purchaser shall reasonably
request) representing the Shares being so purchased by the Purchasers at the
Second Closing in
accordance with Section 1(b) above.




             (iii)   The Common Stock shall be listed on NASDAQ and trading in the
Common
Stock (or NASDAQ generally) shall not have been suspended by the SEC or
NASDAQ.




             (iv)    The representations and warranties of the Company shall be
true and correct
as of the date when made and as of the Second Closing Date as though made at
that time (except for
representations and warranties that speak as of a specific date, which
representations and warranties
shall be true and correct as of such date) and the Company shall have performed,
satisfied and
complied in all material respects with the covenants, agreements and conditions
required by this
Agreement to be performed, satisfied or complied with by the Company at or prior
to the Second
Closing Date.  On or before January 5, 2001, the Purchasers shall have received
a certificate,
executed by a Senior Officer of the Company after reasonable investigation,
dated as of the Second
Closing Date to the foregoing effect and as to such other matters as may
reasonably be requested by
the Purchasers.




             (v)     No statute, rule, regulation, executive order, decree, ruling,
injunction, action
or proceeding shall have been enacted, entered, promulgated or endorsed by any
court or
governmental authority of competent jurisdiction or any self-regulatory
organization having authority
over the matters contemplated hereby which questions the validity of, challenges
or prohibits the
consummation of, any of the transactions contemplated by this Agreement.




             (vi)    On or before January 5, 2001, the Purchasers shall have
received opinions of
the Company's general counsel and of the Company's outside counsel, dated as of
the Second
Closing Date, in substantially the form of Exhibits B-1 and B-2 attached
hereto.




             (vii)   There shall have been no material adverse changes and no
material adverse
developments in the business, properties, operations, prospects, financial
condition or results of
operations of the Company and its subsidiaries, taken as a whole, since the date
hereof, and no
information, of which the Purchasers are not currently aware, shall come to the
attention of the
Purchasers that is materially adverse to the Company.




             (viii)  On or before January 5,
2001, the Secretary of the Company shall deliver to
each Purchaser at the Second Closing a certificate stating that all Board of
Directors and stockholder
approvals necessary to authorize the performance by the Company of its
obligations contemplated
by this Agreement have been obtained and attaching thereto: (i) a copy of the
Certificate of
Incorporation (with any and all certificates of designation)  and the Bylaws (as
amended through the
date of the Second Closing), certified by the Secretary of the Company as the
true and correct copies
thereof as of the Second Closing; and (ii) a copy of the resolutions of the
Board of Directors and, if
required, the stockholders of the Company, authorizing the execution and
delivery of this Agreement
and the Registration Rights Agreement, the issuance of the Shares and other
matters contemplated
hereby. 




             (ix)    The average of the Closing Price (as defined below) of the
Common Stock
for the 5 consecutive trading days ending on the trading day immediately prior
to the Second Closing
Date shall be greater or equal to $9.50.  For purposes hereof, "Closing
Price" means, for the
Common Stock as of any date, the closing bid price of the Common Stock on the
principal United
States securities exchange or trading market where the Common Stock is listed or
traded as reported
by Bloomberg Financial Markets (or a comparable reporting service of national
reputation selected
by the Company and reasonably acceptable to the Purchasers if Bloomberg
Financial Markets is not
then reporting closing bid prices of the Common Stock) (collectively,
"Bloomberg"), or if the
foregoing does not apply, the last reported sale price of the Common Stock in
the over-the-counter
market on the electronic bulletin board for the Common Stock as reported by
Bloomberg, or, if no
sale price is reported for the Common Stock by Bloomberg, the average of the bid
prices of all
market makers for the Common Stock as reported in the "pink sheets" by the
National Quotation
Bureau, Inc., in each case for such date or, if such date was not a trading date
for the Common Stock,
on the next preceding date which was a trading date.  If the Closing Price
cannot be calculated for
the Common Stock as of either of such dates on any of the foregoing bases, the
Closing Price of the
Common Stock on such date shall be the fair market value as reasonably
determined by an
investment banking firm selected by the Company and reasonably acceptable to the
Purchasers, with
the costs of such appraisal to be borne by the Company.







7.   GOVERNING LAW; MISCELLANEOUS.




     (a)     Governing Law; Jurisdiction.  This Agreement shall be
governed by and construed
in accordance with the laws of the State of Delaware applicable to contracts
made and to be
performed in the State of Delaware.  The Company and the Purchasers irrevocably
consent to the
jurisdiction of the United States federal courts and the state courts located in
the State of Delaware
in any suit or proceeding based on or arising under this Agreement and
irrevocably agree that all
claims in respect of such suit or proceeding may be determined in such courts.
The Company and
the Purchasers  irrevocably waive the defense of an inconvenient forum to the
maintenance of such
suit or proceeding. The parties further agree that service of process upon the
other party mailed by
first class mail shall be deemed in every respect effective service of process
upon such party in any
such suit or proceeding.  Nothing herein shall affect the right of the parties
to serve process in any
other manner permitted by law.  The parties agree that a final non-appealable
judgment in any such
suit or proceeding shall be conclusive and may be enforced in other
jurisdictions by suit on such
judgment or in any other lawful manner.




     (b)     Counterparts.  This Agreement may be executed in two or more
counterparts, all of
which shall be considered one and the same agreement and shall become effective
when counterparts
have been signed by each party and delivered to the other party.  This
Agreement, once executed by
a party, may be delivered to the other parties hereto by facsimile transmission
of a copy of this
Agreement bearing the signature of the party so delivering this Agreement.  In
the event any
signature is delivered by facsimile transmission, the party using such means of
delivery shall cause
the manually executed execution page or pages hereof to be physically delivered
to the other party
within five (5) business days of the execution hereof, provided that the failure
to so deliver any
manually executed execution page shall not affect the validity or enforceability
of this Agreement.




(c)  Headings.  The headings of this Agreement are for convenience
of reference and shall
not form part of, or affect the interpretation of, this Agreement.  




     (d)     Severability.  If any provision of this Agreement shall be
invalid or unenforceable in
any jurisdiction, such invalidity or unenforceability shall not affect the
validity or enforceability of
the remainder of this Agreement or the validity or enforceability of this
Agreement in any other
jurisdiction.  




     (e)     Entire Agreement; Amendments.  This Agreement, and the
instruments referenced
herein and the Registration Rights Agreement contain the entire understanding of
the Purchasers,
the Company, their affiliates and persons acting on their behalf with respect to
the matters covered
herein and therein and, except as specifically set forth herein or therein,
neither the Company nor the
Purchasers make any representation, warranty, covenant or undertaking with
respect to such matters.
No provision of this Agreement may be waived other than by an instrument in
writing signed by the
party to be charged with enforcement and no provision of this Agreement may be
amended other
than by an instrument in writing signed by the Company and the Purchasers.




     (f)     Notices.  Any notices required or permitted to be given under
the terms of this
Agreement shall be sent by certified or registered mail (return receipt
requested) or delivered
personally, by responsible overnight carrier or by confirmed facsimile, and
shall be effective five (5)
days after being placed in the mail, if mailed, or upon receipt or refusal of
receipt, if delivered
personally or by responsible overnight carrier or confirmed facsimile, in each
case addressed to a
party.  The addresses for such communications shall be:





If to the Company:




SangStat Medical Corporation

6300 Dumbarton Circle

Fremont, California 94555

Facsimile: (510) 789-4493

Attn: General Counsel


with a copy simultaneously transmitted by like means to:


                     Gray Cary Ware & Friedenrich

                     4365 Executive Drive

                     Suite 1600

                     San Diego, CA 92121

                     Facsimile: (858) 677-1477

                     Attn: Paul B. Johnson, Esquire






     If to a Purchaser, to the address set forth under the Purchaser's name on
the execution
page hereto.




     Each party shall provide notice to the other party of any change in
address.




(g)  Successors and Assigns.  This Agreement shall be binding upon
and inure to the
benefit of the parties and their successors and assigns.  The Company may not
assign this Agreement
or any rights or obligations hereunder.  The Purchasers may assign and transfer
some or all of their
rights hereunder and some or all of the Shares without the prior consent of the
Company; provided
that such transfer must include at least 150,000 Shares (as adjusted for stock
splits, consolidations
and similar transactions).  Notwithstanding anything to the contrary contained
in this Agreement or
the Registration Rights, the Shares may be pledged and all rights of the
Purchasers under this
Agreement or any other agreement or document related to the transactions
contemplated hereby may
be assigned, without further consent of the Company, to a bona fide pledgee in
connection with the
Purchasers' margin or brokerage account.  In addition, and notwithstanding
anything to the contrary
contained herein, with respect to the obligation of some or all of the
Purchasers to purchase shares
at the Second Closing, such Purchasers may assign this Agreement and its rights
and obligations
hereunder without the prior consent of the Company, provided that the assignee
or assignees of this
Agreement agree in writing to be bound by the terms, representations and
conditions contained in
this Agreement.




(h)  Third Party Beneficiaries.  This Agreement is intended for
the benefit of the parties
hereto and their respective permitted successors and assigns, and is not for the
benefit of, nor may
any provision hereof be enforced by, any other person.




     (i)     Survival.  The representations and warranties and the
agreements and covenants set
forth in Sections 2, 3, 4, 5 and 8 hereof shall survive for three years
following the Closing
notwithstanding any due diligence investigation conducted by or on behalf of the
Purchasers.
Moreover, none of the representations and warranties made by one party herein
shall act as a waiver
of any rights or remedies the other party may have under applicable U.S. federal
or state securities
laws.  The Company shall indemnify and hold harmless the Purchasers and each of
the Purchasers'
officers, directors, employees, partners, members, agents and affiliates for all
losses or damages
arising as a result of or related to any breach or alleged breach by the Company
of any of its
representations or covenants set forth herein, including advancement of expenses
as they are
incurred.




     (j)     Publicity.  The Company and the Purchasers shall have the
right to approve before
issuance any press releases, SEC or NASD filings, or any other public statements
with respect to the
transactions contemplated hereby; provided, however, that the Company
shall be entitled, without
the prior approval of the Purchasers, to make any press release or SEC or NASD
filings with respect
to such transactions as is required by applicable law and regulations (although
the Purchasers shall
be consulted by the Company in connection with any such press release and filing
prior to its release
and shall be provided with a copy thereof).




     (k)     Further Assurances.  Each party shall do and perform, or
cause to be done and
performed, all such further acts and things, and shall execute and deliver all
such other agreements,
certificates, instruments and documents, as the other party may reasonably
request in order to carry
out the intent and accomplish the purposes of this Agreement and the
consummation of the
transactions contemplated hereby.




     (l)     Termination.  In the event that the First Closing shall not
have occurred on or before
December 29, 2000 unless the parties agree otherwise, this Agreement shall
terminate at the close
of business on such date.  Notwithstanding any termination of this Agreement,
any party not in
breach of this Agreement shall preserve all rights and remedies it may have
against another party
hereto for a breach of this Agreement prior to or relating to the termination
hereof.




     (m)     Joint Participation in Drafting.  Each party to this
Agreement has participated in the
negotiation and drafting of this Agreement and the Registration Rights
Agreement.  As such, the
language used herein and therein shall be deemed to be the language chosen by
the parties hereto to
express their mutual intent, and no rule of strict construction will be applied
against any party to this
Agreement.




     (n)     Equitable Relief.  The Company acknowledges that a breach by
it of its obligations
hereunder will cause irreparable harm to the Purchasers by vitiating the intent
and purpose of the
transactions contemplated hereby.  Accordingly, the Company acknowledges that
the remedy at law
for a breach of its obligations hereunder (including, but not limited to, its
obligations pursuant to
Section 5 hereof) will be inadequate and agrees, in the event of a breach or
threatened breach by the
Company of the provisions of this Agreement (including, but not limited to, its
obligations pursuant
to Section 5 hereof), that the Purchasers shall be entitled, in addition to all
other available remedies,
to an injunction restraining any breach and requiring immediate issuance and
transfer of the Shares,
without the necessity of showing economic loss and without any bond or other
security being
required.




     (o)     For purposes hereof, "Business Day" means any day
except Saturday, Sunday or other
day on which commercial banks in the City of New York are authorized or required
to close by law.






     IN WITNESS WHEREOF, the undersigned Purchaser and the Company have caused
this Agreement to be duly executed as of the date first above written.





SANGSTAT MEDICAL CORPORATION




    By:
/s/ Stephen G. Dance



    Name: Stephen G. Dance 

Title:     Senior Vice President, Finance








PURCHASER:




NARRAGANSETT I. LP






By: /s/ Joseph L. Dowling III



      Name: Joseph L. Dowling III

         Title: Managing Member




RESIDENCE:




ADDRESS:











                     Telecopy:
                        


                     Attention:
                        




                     With a copy to:




                     Klehr, Harrison, Harvey, Branzburg & Ellers LLP

                        260 South Broad Street

                        Philadelphia, Pennsylvania 19102

                        Telecopy:  (215) 568-6603

                        Attention:  Stephen T. Burdumy, Esquire





















     IN WITNESS WHEREOF, the undersigned Purchaser and the Company have caused
this
Agreement to be duly executed as of the date first above written.




SANGSTAT MEDICAL CORPORATION




    By:
/s/ Stephen G. Dance



    Name: Stephen G. Dance 

Title:     Senior Vice President, Finance










PURCHASER:




NARRAGANSETT OFFSHORE, LTD.






By: /s/ Joseph L. Dowling III



      Name: Joseph L. Dowling III

         Title: Managing Member




RESIDENCE:


ADDRESS:











                     Telecopy:
                        


                     Attention:
                        




                     With a copy to:




                     Klehr, Harrison, Harvey, Branzburg & Ellers LLP

                        260 South Broad Street

                        Philadelphia, Pennsylvania 19102

                        Telecopy:  (215) 568-6603

                        Attention:  Stephen T. Burdumy, Esquire



















     IN WITNESS WHEREOF, the undersigned Purchaser and the Company have caused
this
Agreement to be duly executed as of the date first above written.






SANGSTAT MEDICAL CORPORATION




    By:
/s/ Stephen G. Dance



    Name: Stephen G. Dance 

Title:     Senior Vice President, Finance







PURCHASER:




ROYAL BANK OF CANADA

by its agent RBC Dominion Securities Corporation



    By:
/s/ Mark A. Standish



    Name: Mark A. Standish 

Title:     Managing Director 





    By:
/s/ Bruce Runciman



    Name: Bruce Runciman

Title:     Chief Financial Officer





RESIDENCE: Toronto, Canada


ADDRESS:


                    One Liberty Plaza

                       165 Broadway, 2nd Floor

                        New York, New York 10006-1404

                        Telephone: (212) 858-7200

                        Telecopy: (212) 858-7437

                       Attention: Daniel J. Glusker, Esq.




                     With a copy to:




                     Klehr, Harrison, Harvey, Branzburg & Ellers LLP

                        260 South Broad Street

                        Philadelphia, Pennsylvania 19102

                        Telecopy:  (215) 568-6603

                        Attention:  Stephen T. Burdumy, Esquire




















     IN WITNESS WHEREOF, the undersigned Purchaser and the Company have caused
this Agreement to be duly executed as of the date first above written.







SANGSTAT MEDICAL CORPORATION




    By:
/s/ Stephen G. Dance



    Name: Stephen G. Dance 

Title:     Senior Vice President, Finance






PURCHASER:





SDS CAPITAL PARTNERS, LLC









    By:
/s/ Steve Derby



    Name: Steve Derby 

Title:     Managing Member




RESIDENCE:




ADDRESS:











                     Telecopy:
                        


                     Attention:
                        




                     With a copy to:




                     Klehr, Harrison, Harvey, Branzburg & Ellers LLP

                        260 South Broad Street

                        Philadelphia, Pennsylvania 19102

                        Telecopy:  (215) 568-6603

                        Attention:  Stephen T. Burdumy, Esquire





















SCHEDULE I






FIRST CLOSING:


	

Name of Purchaser

	

Number of Shares

Being Purchased

	

Purchase Price

	

Price Per Share


	

Narragansett I. LP

	

194,800

	

$1,850,600

	

$9.50


	

Narragansett Offshore, Ltd.

	

331,500

	

$3,149,250

	

$9.50


	

Royal Bank of Canada

	

368,500

	

$3,500,750

	

$9.50











SECOND CLOSING:


	

Name of Purchaser

	

Number of Shares

Being Purchased

	

Purchase Price

	

Price Per Share


	

SDS Capital Partners, LLC

(or its assignee)

	

421,000

	

$3,999,500

	

$9.50