EXHIBIT 10.25



                         ADVANCED TISSUE SCIENCES, INC.
                            STOCK PURCHASE AGREEMENT


     This STOCK PURCHASE AGREEMENT (this "Agreement"), is made and entered into
as of October 31, 2001, by and among ADVANCED TISSUE SCIENCES, INC., a Delaware
corporation (the "Company"), and the purchasers listed on attached Schedule A
(collectively, the "Purchasers" and individually, a "Purchaser").

I.   AUTHORIZATION OF SALE OF THE SHARES

     Subject to the terms and conditions of this Agreement, the Company has
authorized the sale of up to 3,534,335 shares (the "Shares") of common stock,
par value $0.01 per share (the "Common Stock"), of the Company.

II.  AGREEMENT TO SELL AND PURCHASE THE SHARES

     A. PURCHASE AND SALE

     Subject to the terms and conditions of this Agreement, each Purchaser
severally agrees to purchase, and the Company agrees to sell and issue to each
Purchaser, at the Closing (as defined below) that number of Shares set forth
opposite such Purchaser's name on Schedule A attached hereto.

     B. PURCHASE PRICE

     Based upon the purchase price of $4.15 per share (the "Per Share Price"),
the aggregate purchase price for the Shares shall be $14,667,500 (the "Purchase
Price").

     The Company will not, for ninety (90) days after the Closing Date (as
defined below), without adjusting the Per Share Price hereunder accordingly,
sell in an original issuance (i) shares of Common Stock at a price per share of
less than the Per Share Price, or (ii) rights, options, warrants, instruments or
any other securities that can be converted into, or otherwise exchanged for,
shares of the Common Stock ("Convertible Securities") at a conversion or
exercise price per share of less than the Per Share Price; except for (I) shares
sold or issued upon conversion, exercise or triggering of currently outstanding
rights, options, warrants, instruments or other securities, (II) the sale or
issuance of rights, options, warrants, instruments or other securities to
purchase securities of the Company under any plan, agreement or arrangement
applicable to employees, directors or consultants, provided that the exercise or
conversion price of such rights, options, warrants, instruments or other
securities (the "Original Securities") to purchase securities (the "Underlying
Securities") shall not be lower than the fair market value of the Underlying
Securities at the time of the sale or issuance of the Original Securities, (III)
rights, options, warrants, instruments or other securities issued as a result of
any stock split, stock dividend or reclassification of Common Stock,
distributable on a pro rata basis to all holders of Common Stock, (IV) rights,
options, warrants, instruments or other securities issued upon


<PAGE>


conversion of or with respect to preferred stock of the Company in connection
with the Rights Agreement dated as of January 6, 1995, as amended, and (V)
purchases by the Company of Common Stock or Convertible Securities
(collectively, I, II, III, IV and V hereunder shall be known as "Permitted
Issuance(s)"). In the event the Company shall, during the period beginning on
the date of this Agreement and ending ninety (90) days after the Closing Date,
sell any shares of the Company's Common Stock at, or any Convertible Securities,
other than a Permitted Issuance (the "Subsequent Sale") exercisable at, a price
per share (the "Subsequent Purchase Price") of less than $4.15, the Company
shall, within ten (10) business days of the Subsequent Sale, pay to each
Purchaser, at the Purchasers' option, in either cash or additional shares of
Common Stock, an amount equal to the number of Shares purchased by such
Purchaser pursuant to this Agreement times the positive difference between $4.15
and the Subsequent Purchase Price. If the Purchaser elects to receive Common
Stock, the Common Stock shall be valued at the price at which the Company sold
any such shares (or the exercise price for such shares in the event of the
issuance of Convertible Securities) of Common Stock in the specific transaction
that triggered this paragraph of Section B hereof.

III. DELIVERY OF THE SHARES AT THE CLOSING

               a) The completion of the purchase and sale of the Shares (the
               "Closing") shall occur at the offices of Brobeck, Phleger &
               Harrison, LLP, counsel to the Company, at 12390 El Camino Real,
               San Diego, California 92130 at 6:00 a.m. local time on October
               31, 2001, or such other time and date as the parties may mutually
               agree (the "Closing Date").

               b) Upon payment of the Purchase Price in full in immediately
               available funds by or on behalf of the Purchasers to the Company
               by wire transfer to an account specified by the Company to the
               Purchasers prior to the Closing Date, the Company shall authorize
               its transfer agent (the "Transfer Agent") to issue to the
               Purchasers on or before the Closing Date one or more stock
               certificates registered in the name of such Purchaser,
               representing the number of Shares set forth on attached Schedule
               A opposite such Purchaser's name and bearing the following
               legend:

     THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
     UNDER THE SECURITIES ACT OF 1933, AS AMENDED ("SECURITIES ACT"), OR
     REGISTERED OR QUALIFIED UNDER ANY APPLICABLE STATE OR FOREIGN SECURITIES
     LAWS. THESE SECURITIES MAY NOT BE TRANSFERRED UNLESS (A) COVERED BY AN
     EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND REGISTERED OR
     QUALIFIED UNDER APPLICABLE STATE OR FOREIGN SECURITIES LAWS OR (B)
     EXEMPTIONS FROM SUCH REGISTRATION OR QUALIFICATION REQUIREMENTS ARE
     AVAILABLE. AS A CONDITION TO PERMITTING ANY TRANSFER OF THESE SECURITIES,
     IN THE ABSENCE OF A REGISTRATION STATEMENT UNDER THE SECURITIES ACT IN
     EFFECT AS TO SUCH TRANSFER, THE COMPANY MAY REQUIRE THAT IT BE FURNISHED
     WITH AN OPINION OF COUNSEL REASONABLY ACCEPTABLE TO THE


                                      -2-

<PAGE>


     COMPANY TO THE EFFECT THAT NO REGISTRATION OR QUALIFICATION IS LEGALLY
     REQUIRED FOR SUCH TRANSFER.

     Prior to the Purchasers' delivery of payment for the Shares, the Company
will deliver via facsimile a copy of the certificates to be delivered on or
before the Closing Date to the office of each Purchaser (at the fax number
indicated on the signature pages attached hereto.

               c) The Company's obligation to complete the purchase and sale of
               the Shares shall be subject to the following conditions, any one
               or more of which may be waived by the Company:

                    (1) receipt by the Company of same-day funds in the full
                    amount of the Purchase Price for the Shares being purchased
                    under this Agreement; and

                    (2) the representations and warranties made by the
                    Purchasers in this Agreement shall be accurate in all
                    material respects and the undertakings of the Purchasers
                    shall have been fulfilled in all material respects on or
                    before the Closing.

               d) The Purchasers' obligations to accept delivery of such stock
               certificates and to pay for the Shares evidenced by the
               certificates shall be subject to the following conditions, any
               one or more of which may be waived by a Purchaser with respect to
               such Purchaser's obligation:

                    (1) the representations and warranties made by the Company
                    in this Agreement shall be accurate in all material respects
                    and the undertakings of the Company shall have been
                    fulfilled in all material respects on or before the Closing;

                    (2) the Company shall have delivered to the Purchasers a
                    certificate executed by the chairman of the board or
                    president and the chief financial or accounting officer of
                    the Company, dated the Closing Date, in form and substance
                    reasonably satisfactory to the Purchasers, to the effect
                    that the representations and warranties of the Company set
                    forth in Section IV hereof are true and correct in all
                    material respects as of the date of this Agreement and as of
                    the Closing Date, and that the Company has complied with all
                    the agreements and satisfied all the conditions in this
                    Agreement on its part to be performed or satisfied on or
                    before the Closing Date; and

                    (3) the Company shall have delivered to Purchasers a legal
                    opinion in substantially the form attached as Exhibit A.
                                                                  ---------

IV.  REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE COMPANY

     Except as set forth below, the Company hereby represents and warrants to
the Purchasers as of the date hereof as follows:


                                      -3-

<PAGE>


     A.   ORGANIZATION AND QUALIFICATION

     The Company has been duly incorporated and is validly existing as a
corporation in good standing under the laws of the State of Delaware. The
Company has the corporate power and authority to own, lease and operate its
properties and to conduct its business as currently conducted and to enter into
and perform its obligations under this Agreement. The Company is duly qualified
as a foreign corporation to transact business and is in good standing in each
jurisdiction in which such qualification is required, whether by reason of the
ownership or leasing of property or the conduct of business, except where the
failure to so qualify would not, singly or in the aggregate, have a material
adverse effect on the condition, financial or otherwise, or the earnings, assets
or business of the Company and its subsidiaries, taken as a whole, as of the
date hereof ("Material Adverse Effect").

     B.   CAPITALIZATION

               a) The authorized capital stock of the Company consists of
               125,000,000 shares of Common Stock and 1,000,000 shares of
               Preferred Stock.

               b) As of October 3, 2001, the issued and outstanding capital
               stock of the Company consists of 69,603,618 shares of Common
               Stock. The shares of issued and outstanding capital stock of the
               Company have been duly authorized and validly issued, are fully
               paid and nonassessable and have not been issued in violation of
               or are not otherwise subject to any preemptive or other similar
               rights.

               c) As of October 26, 2001, the Company has reserved 5,135,495
               shares of Common Stock for issuance upon the exercise of stock
               options granted or available for future grant under the Company's
               employee and/or stock option plans and agreements.

               d) As of October 26, 2001, the Company has reserved 725,000
               shares of Common Stock for issuance upon the exercise of
               outstanding warrants to purchase Common Stock.

     With the exception of the foregoing and the rights set forth in that
certain Investment Agreement dated as of October 3, 2001 by and between the
Company and Medtronic Asset Management, Inc. (the "Medtronic Rights") and the
Rights Agreement, there are no outstanding subscriptions, options, warrants,
convertible or exchangeable securities or other rights granted to or by the
Company to purchase shares of Common Stock or other securities of the Company
and there are no commitments, plans or arrangements to issue any shares of
Common Stock or any security convertible into or exchangeable for Common Stock.

     C.   ISSUANCE, SALE AND DELIVERY OF THE SHARES

               a) The Shares have been duly authorized for issuance and sale to
               the Purchasers pursuant to this Agreement and, when issued and
               delivered by the Company pursuant to this Agreement against
               payment of the consideration set forth in this Agreement, will be
               validly issued and fully


                                      -4-

<PAGE>


               paid and nonassessable and free and clear of all pledges, liens
               and encumbrances.

               b) The issuance of the Shares is not subject to preemptive or
               other similar rights. No further approval or authority of the
               stockholders or the Board of Directors of the Company will be
               required for the issuance and sale of the Shares to be sold by
               the Company as contemplated in this Agreement.

               c) Subject to the accuracy of the Purchasers' representations and
               warranties in Section V of this Agreement, the offer, sale, and
               issuance of the Shares in conformity with the terms of this
               Agreement constitute transactions exempt from the registration
               requirements of Section V of the Securities Act of 1933, as
               amended (the "Securities Act").

     D.   FINANCIAL STATEMENTS

     The consolidated financial statements included (as exhibits or otherwise)
in the Company Documents (as defined in Section U) present fairly the financial
position of the Company and its subsidiaries as of the dates indicated and the
results of their operations for the periods specified. Except as otherwise
stated in such Company Documents, such financial statements have been prepared
in conformity with generally accepted accounting principles applied on a
consistent basis, and any supporting schedules included with the financial
statements present fairly the information stated in the financial statements.
The financial and statistical data set forth in the Company Documents were
prepared on an accounting basis consistent with such financial statements.

     E.   NO MATERIAL CHANGE

     Since June 30, 2001 and except as set forth in the Company Documents,

               a) there has been no material adverse change in or affecting the
               condition, financial or otherwise, or in the earnings, assets or
               business of the Company and its subsidiaries, taken as a whole,
               as of the date hereof ("Material Adverse Change"), whether or not
               arising in the ordinary course of business;

               b) there have been no transactions entered into by the Company
               other than those in the ordinary course of business, which are
               material with respect to the Company; and

               c) there has been no dividend or distribution of any kind
               declared, paid or made by the Company on any class of its capital
               stock.

     Except as set forth in the Company Documents, the Company and its
subsidiaries have no material contingent obligations.

     F.   ENVIRONMENTAL


                                      -5-

<PAGE>


     Except as would not, singly or in the aggregate, reasonably be expected to
have a Material Adverse Effect,

               a) to the best knowledge of the Company, the Company is in
               compliance with all applicable Environmental Laws (as defined
               below);

               b) to the best knowledge of the Company, the Company has all
               permits, authorizations and approvals required under any
               applicable Environmental Laws and is in compliance with the
               requirements of such permits authorizations and approvals; and

               c) there are no Environmental Claims (as defined below) pending
               or, to the best knowledge of the Company, threatened in writing
               against the Company.

     For purposes of this Agreement, the following terms shall have the
following meanings: "Environmental Law" means any United States (or other
applicable jurisdiction's) federal, state, local or municipal statute, law,
rule, regulation, ordinance, code, policy or rule of common law and any material
judicial or administrative interpretation thereof, including any material
judicial or administrative order, consent decree or judgment, relating to the
environment, health, safety or any chemical, material or substance, exposure to
which is prohibited, limited or regulated by any governmental authority
having jurisdiction over the Company. "Environmental Claims" means any and
all material administrative, regulatory or judicial actions, suits, demands,
demand letters, claims, liens, notices of noncompliance or violation,
investigations or proceedings relating in any way to any Environmental Law.

     G.   NO DEFAULTS

     The Company is not in violation of its certificate of incorporation or
bylaws or in material default in the performance or observance of any
obligation, agreement, covenant or condition contained in any material contract,
indenture, mortgage, loan agreement, deed, trust, note, lease, sublease, voting
agreement, voting trust, or other material instrument or material agreement to
which the Company is a party or by which it may be bound, or to which any of the
property or assets of the Company is subject.

     H.   LABOR MATTERS

     No labor dispute with the employees of the Company exists or, to the best
knowledge of the Company, is imminent that could reasonably be expected to have
a Material Adverse Effect on the Company.

     I.   NO ACTIONS

     There is no action, suit or proceeding before or by any court or
governmental agency or body, domestic or foreign, now pending, or, to the
knowledge of the Company, threatened in writing, against or affecting the
Company which, singly or in the aggregate, might result in any Material Adverse
Change or which might materially and adversely affect the properties or assets
thereof or which might materially and adversely affect the consummation of this
Agreement, nor,


                                      -6-

<PAGE>


to the knowledge of the Company, is there any reasonable basis therefor. The
Company is not in default with respect to any judgment, order or decree of any
court or governmental agency or instrumentality which, singly or in the
aggregate, would have a Material Adverse Effect.

     J.   INTELLECTUAL PROPERTY

     To the Company's best knowledge, the Company has the patent and
intellectual property rights necessary to conduct its business as it is now
being conducted. No claim has been made against the Company regarding its
alleged infringement of the intellectual property or patent rights of others
that would be expected to have a Material Adverse Effect.

     K.   PERMITS

     To the Company's best knowledge, the Company possesses and is operating in
compliance with all material licenses, certificates, consents, authorities,
approvals and permits from all state, federal, foreign and other regulatory
agencies or bodies necessary to conduct the businesses now operated by it, and
the Company has not received any notice of proceedings relating to the
revocation or modification of any such permit or any circumstance which would
lead it to believe that such proceedings are reasonably likely which, singly or
in the aggregate, if the subject of an unfavorable decision, ruling or finding,
would have a Material Adverse Effect.

     L.   DUE EXECUTION, DELIVERY AND PERFORMANCE

               a) This Agreement has been duly executed and delivered by the
               Company and constitutes a valid and binding obligation of the
               Company, enforceable against the Company in accordance with its
               terms (i) except as enforceability may be limited by applicable
               bankruptcy, insolvency, reorganization, moratorium or similar
               laws affecting creditors and contracting parties' rights
               generally, (ii) except as enforceability may be subject to
               judicial limitations on the right to specific performance or
               general principles of equity (regardless of whether such
               enforceability is considered in a proceeding in equity or at
               law), and (iii) except as the indemnification agreements in
               Section VII hereof may be legally unenforceable.

               b) The execution, delivery and performance of this Agreement and
               the consummation of the transactions contemplated in this
               Agreement and the fulfillment of the terms of this Agreement have
               been duly authorized by any necessary corporate action on the
               part of the Company, its directors and stockholders and (i) will
               not conflict with or constitute a material breach of, or default
               under, or result in the creation or imposition of any material
               lien, charge or encumbrance upon any property or assets of the
               Company pursuant to, any material contract, indenture, mortgage,
               loan agreement, deed, trust, note, lease, sublease, voting
               agreement, voting trust or other material instrument or material
               agreement to which the Company is a party or by which it may be
               bound, or to which any of the property or assets of the Company
               is subject and (ii) will not, except with regard to the


                                      -7-

<PAGE>


               Medtronic Rights, trigger anti-dilution rights or other rights to
               acquire additional equity securities of the Company; nor (iii)
               will such action result in any violation of the provisions of the
               certificate of incorporation or bylaws of the Company or any
               applicable material statute, law, rule, regulation, ordinance,
               decision, directive or order in each case (i), (ii) or (iii),
               which individually or in the aggregate would have a Material
               Adverse Effect.

     M.   PROPERTIES

     The Company has good and marketable title to its properties, free and clear
of all material security interests, mortgages, pledges, liens, charges,
encumbrances and claims of record. To the Company's best knowledge, the
properties of the Company and its subsidiaries are, in the aggregate, in good
repair (reasonable wear and tear excepted), and suitable for their respective
uses. Any real property held under lease by the Company and its subsidiaries are
held under valid, subsisting and enforceable leases with such exceptions as are
not material and do not materially interfere with the conduct of the business of
the Company. The Company owns or leases all such properties as are necessary to
its business or operations as now conducted.

     N.   COMPLIANCE

     The Company has conducted and is conducting its business in compliance with
all applicable material federal, state, local and foreign statutes, laws, rules,
regulations, ordinances, codes, decisions, decrees, directives and orders,
except where the failure to do so would not, singly or in the aggregate, have a
Material Adverse Effect.

     O.   PRIOR OFFERINGS

     To the Company's best knowledge, all offers and sales of capital stock of
the Company and its subsidiaries before the date of this Agreement were at all
relevant times duly registered or exempt from the registration requirements of
the Securities Act and were duly registered or subject to an available exemption
from the registration requirements of the applicable state securities ("Blue
Sky") laws.

     P.   TAXES

     The Company and its subsidiaries have filed all material tax returns
required to be filed, which returns are true and correct in all material
respects, and the Company is not in material default in the payment of any
taxes, including penalties and interest, assessments, fees and other charges,
shown thereon due or otherwise assessed, other than those being contested in
good faith and for which adequate reserves have been provided or those currently
payable without interest which were payable pursuant to said returns or any
assessments with respect thereto.

     Q.   TRANSFER TAXES

     On the Closing Date, all stock transfer or other taxes (other than income
taxes) that are required to be paid by the Company by such Closing Date in
connection with the sale and transfer of the Shares to be sold to the Purchasers
under this Agreement will be, or will have


                                      -8-

<PAGE>


been, fully paid or provided for by the Company and all material laws imposing
such taxes will be or will have been fully complied with.

     R.   INSURANCE

     The Company maintains insurance of the type and in the amount that the
Company reasonably believes is adequate for its business, including, but not
limited to, insurance covering all real and personal property owned or leased by
the Company against theft, damage, destruction, acts of vandalism and all other
risks customarily insured against by similarly situated companies, all of which
insurance is in full force and effect.

     S.   GOVERNMENTAL CONSENTS

     Except as set forth in Section VII, no registration, authorization,
approval, qualification or consent of any court or governmental authority or
agency is necessary in connection with the execution and delivery of this
Agreement or the offering, issuance or sale of the Shares under this Agreement.

     T.   SECURITIES AND EXCHANGE COMMISSION FILINGS

     The Company has timely filed with the Securities and Exchange Commission
(the "Commission") all documents required to be filed by the Company under the
Securities Exchange Act of 1934, as amended (the "Exchange Act.")

     U.   ADDITIONAL INFORMATION

     The Company represents and warrants that the information contained in the
following documents (the "Company Documents"), which will be available or
provided to the Purchasers before the Closing Date, is or will be true and
correct in all material respects as of their respective filing dates:

               a) the Company's Annual Report on Form 10-K for the fiscal year
               ended December 31, 2000;

               b) the Company's Quarterly Reports on Form 10-Q for the fiscal
               quarters ended March 31, 2001 and June 30, 2001;

               c) the Company's Current Report on Form 8-K filed October 4,
               2001;

               d) the Company's Proxy Statement for its 2001 Annual Meeting of
               Stockholders; and

               e) all other documents, if any, filed by the Company with the
               Commission since December 31, 2000 pursuant to the reporting
               requirements of the Exchange Act.

     V.   CONTRACTS


                                      -9-

<PAGE>


     Neither the Company, nor to the knowledge of the Company, any other party
is in material breach of or default under any material contracts described in
the Company Documents or incorporated by reference therein which would, singly
or in the aggregate, have a Material Adverse Effect.

     W.   EXEMPT OFFERING

     The Company will not make any offer or sale of any security of the Company
(other than the Shares) that would cause the original issuance and sale of the
Shares to the Purchasers under this Agreement to lose its exemption from
registration under the Securities Act.

     X.   LISTING OF SHARES

     The Company's Common Stock is authorized for listing on the Nasdaq National
Market, and the Company will use best efforts to maintain such listing. The
Company has taken no action designed to delist, or which is likely to have the
effect of delisting, the Common Stock from any of the national securities
exchange or automated quotation system upon which the shares of Common Stock are
then listed.

     Y.   NO MANIPULATION OF STOCK

     The Company has not taken and will not, in violation of applicable law,
take any action outside the ordinary course of business designed to or that
might reasonably be expected to cause or result in unlawful manipulation of the
price of the Common Stock to facilitate the sale or resale of the Shares.

     As used in this Agreement, "best knowledge" means the actual knowledge,
after diligent inquiry, of the Company's directors and executive officers.

V. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PURCHASERS

     A.   SECURITIES LAW REPRESENTATIONS AND WARRANTIES

     Each Purchaser represents, warrants and covenants to the Company as
follows:

               a) No consent, approval, authorization or order of any court,
               governmental agency or body or arbitrator having jurisdiction
               over the Purchaser is required for the execution of this
               Agreement or the Purchase of Shares by the Purchaser.

               b) The Purchaser is knowledgeable, sophisticated and experienced
               in making, and is qualified to make, decisions with respect to
               investments in shares representing an investment decision like
               that involved in the purchase of the Shares, including
               investments in securities issued by companies such as the
               Company, and has requested, received, reviewed and considered all
               information it deems relevant in making an informed decision to
               purchase the Shares.


                                      -10-

<PAGE>


               c) The Purchaser has taken all corporate action required to
               authorize the execution and delivery of this Agreement and the
               performance of its obligations hereunder.

               d) The Purchaser is acquiring the number of Shares set forth
               opposite such Purchaser's name in attached Schedule A in the
               ordinary course of its business and for its own account for
               investment (as defined for purposes of the Hart-Scott-Rodino
               Antitrust Improvement Act of 1976 and the regulations thereunder)
               only, and has no present intention of distributing any of the
               Shares nor any arrangement or understanding with any other
               persons regarding the distribution of such Shares within the
               meaning of Section 2(11) of the Securities Act.

               e) The Purchaser is an institutional investor otherwise exempt
               from the reporting requirement of the Hart-Scott Rodino Antitrust
               Improvements Act of 1976, as amended (and the regulations
               thereunder) with respect to the transaction hereunder.

               f) The Purchaser will not, directly or indirectly, offer, sell,
               pledge, transfer or otherwise dispose of (or solicit any offers
               to buy, purchase or otherwise acquire or take a pledge of) any of
               the Shares except in compliance with the Securities Act and the
               rules and regulations promulgated thereunder (the "Rules and
               Regulations").

               g) The Purchaser does not have as of the date hereof any (i)
               short positions in the Company's securities or (ii) put or other
               option to dispose of the Company's securities. Each party hereto
               acknowledges that each Purchaser is a third party beneficiary of
               the representations, warranties and covenants made by each other
               Purchaser under this Section V.A.g).

               h) The Purchaser has completed or caused to be completed the
               Stock Certificate Questionnaire and the Registration Statement
               Questionnaire, attached to this Agreement as Appendices I and II,
               for use in preparation of the Registration Statement (as defined
               in Section VII.C below), and the answers to the Questionnaires
               are true and correct as of the date of this Agreement and will be
               true and correct as of the effective date of the Registration
               Statement; provided that the Purchasers shall be entitled to
               update such information by providing notice thereof to the
               Company before the effective date of such Registration Statement.

               i) The Purchaser has, in connection with its decision to purchase
               the number of Shares set forth opposite such Purchaser's name in
               attached Schedule A, relied solely upon the Company Documents and
               the representations and warranties of the Company contained in
               this Agreement.


                                      -11-

<PAGE>


               j) The Purchaser is an "accredited investor" within the meaning
               of Rule 501 of Regulation D promulgated under the Securities Act
               and has completed and returned the Stock Certificate
               Questionnaire and Registration Statement Questionnaire, forms of
               which are attached hereto as Appendices I and II.

     B.   RESALES OF SHARES

               a) The Purchaser hereby covenants to the Company not to make any
               sale of the Shares without satisfying the requirements of the
               Securities Act and the Rules and Regulations, including, without
               limitation, in the event of any resale under the Registration
               Statement, the prospectus delivery requirements under the
               Securities Act, and the Purchaser acknowledges and agrees that
               such Shares are not transferable on the books of the Company
               pursuant to a resale under the Registration Statement unless the
               certificate submitted to the Transfer Agent evidencing the Shares
               is accompanied by a separate officer's certificate

                    (1) in the form of Appendix III to this Agreement;

                    (2) executed by an executive officer of, or other authorized
                    person designated by, the Purchaser; and

                    (3) to the effect that (A) the Shares have been sold in
                    accordance with the Registration Statement and (B) the
                    requirement of delivering a current prospectus has been
                    satisfied.

               b) The Purchaser acknowledges that there may occasionally be
               times when the Company determines, the use of the prospectus
               forming a part of the Registration Statement (the "Prospectus,"
               as further defined in Section VII.C.1 below) should be suspended
               until such time as an amendment or supplement to the Registration
               Statement or the Prospectus has been filed by the Company and any
               such amendment to the Registration Statement is declared
               effective by the Commission, or until such time as the Company
               has filed an appropriate report with the Commission pursuant to
               the Exchange Act. The Purchaser hereby covenants that it will not
               sell any Shares pursuant to the Prospectus during the period
               commencing at the time at which the Company gives the Purchaser
               written notice of the suspension of the use of the Prospectus and
               ending at the time the Company gives the Purchaser written notice
               that the Purchaser may thereafter effect sales pursuant to the
               Prospectus. The Company may, upon written notice to the
               Purchasers, suspend the use of the Prospectus for up to
               forty-five (45) days in any 365-day period based on the
               reasonable good faith determination of the Company's Board of
               Directors that there is a significant business purpose for such
               determination, including without limitation pending corporate
               developments, public filings with the Securities and Exchange
               Commission or other events and


                                      -12-

<PAGE>


               may suspend the use of the Prospectus for such length of time as
               is required by the Securities and Exchange Commission and the
               rules and regulations thereof. The Company shall in no event be
               required to disclose the business purpose for which it has
               suspended the use of the Prospectus if the Company determines in
               its good faith judgment that the business purpose should remain
               confidential.

               c) The Purchaser further covenants to notify the Company
               promptly of the sale of any of its Shares, other than sales
               pursuant to a Registration Statement contemplated in Section VII
               of this Agreement or sales upon termination of the transfer
               restrictions pursuant to Section VII.D of this Agreement.

     C.   DUE EXECUTION, DELIVERY AND PERFORMANCE

               a) This Agreement has been duly executed and delivered by the
               Purchaser and constitutes a valid and binding obligation of the
               Purchaser, enforceable against the Purchaser in accordance with
               its terms.

               b) The execution, delivery and performance of this Agreement and
               the consummation of the transactions contemplated in this
               Agreement and the fulfillment of the terms of this Agreement have
               been duly authorized by all necessary corporate, agency or other
               action and will not conflict with or constitute a breach of, or
               default under, or result in the creation or imposition of any
               lien, charge or encumbrance upon any property or assets of the
               Purchaser pursuant to, any contract, indenture, mortgage, loan
               agreement, deed, trust, note, lease, sublease, voting agreement,
               voting trust or other instrument or agreement to which the
               Purchaser is a party or by which it or any of them may be bound,
               or to which any of the property or assets of the Purchaser is
               subject, nor will such action result in any violation of the
               provisions of the charter or bylaws of the Purchaser or any
               applicable statute, law, rule, regulation, ordinance, decision,
               directive or order.

     D.   FURTHER REPRESENTATIONS BY FOREIGN PURCHASER

     If a Purchaser is not a United States person, such Purchaser hereby
represents that it has satisfied itself as to the full observance of the laws of
its jurisdiction in connection with any invitation to subscribe for the Shares
or any use of this Agreement, including (i) the legal requirements within its
jurisdiction for the purchase of the Shares, (ii) any foreign exchange
restrictions applicable to such purchase, (iii) any governmental or other
consents that may need to be obtained, and (iv) the income tax and other tax
consequences, if any, that may be relevant to the purchase, holding, redemption,
sale or transfer of the Shares. Such Purchaser's subscription and payment for,
and its continued beneficial ownership of the Shares, will not violate any
applicable securities or other laws of its jurisdiction.

     E.   NO MANIPULATION OF STOCK


                                      -13-

<PAGE>


     The Purchaser has not taken and will not, in violation of applicable law,
take any action outside the ordinary course of business designed to or that
might reasonably be expected to cause or result in unlawful manipulation of the
price of the Common Stock to facilitate the sale or resale of the Shares.

VI. SURVIVAL OF REPRESENTATIONS, WARRANTIES AND AGREEMENTS.

     Notwithstanding any investigation made by any party to this Agreement, all
covenants, agreements, representations and warranties made by the Company and
the Purchasers in Sections 4 and 5 and in the certificates for the Shares
delivered pursuant to this Agreement shall survive for a period of two (2) years
following the date of this Agreement, the delivery to the Purchasers of the
Shares being purchased and the payment therefor.

VII.  REGISTRATION; COMPLIANCE WITH THE SECURITIES ACT; COVENANTS

     A.   REGISTRATION OF SHARES

          1. REGISTRATION STATEMENT; EXPENSES

     Except for such times as the Company may be required to suspend the use of
a prospectus forming a part of the Registration Statement as further described
in Section V.B hereof and subject to applicable law, the Company shall use
reasonable efforts to:

               a) as soon as practicable after the Closing Date, but in no
               event later than the 15th business day following the Closing
               Date, prepare and file with the Commission a Registration
               Statement on Form S-3 relating to the sale of the Shares by the
               Purchasers from time to time on the Nasdaq National Market (or
               the facilities of any national securities exchange on which the
               Company's Common Stock is then traded) or in privately negotiated
               transactions (the "Registration Statement");

               b) subject to receipt of necessary information from the
               Purchasers, cause the Commission to notify the Company of the
               Commission's willingness to declare the Registration Statement
               effective on or before 120 days after the Closing Date;

               c) notify Purchasers promptly upon the Registration Statement
               being declared effective by the Commission;

               d) prepare and file with the Commission such amendments and
               supplements to the Registration Statement and the Prospectus (as
               defined in Section C.1 below) and take such other action, if any,
               as may be reasonably necessary to keep the Registration Statement
               effective until the earlier of (i) two years after the effective
               date of the Registration Statement, (ii) the date on which the
               Shares may be resold by the Purchasers without registration or
               without regard to any volume limitations by reason of Rule 144(k)
               under the Securities Act or any other rule of similar effect or
               (iii) such time as all of the Shares have been sold


                                      -14-

<PAGE>


               pursuant to a registration statement or Rule 144 under the
               Securities Act or any other rule of similar effect;

               e) promptly furnish to the Purchasers with respect to the Shares
               registered under the Registration Statement such reasonable
               number of copies of the Prospectus, including any supplements to
               or amendments of the Prospectus, in order to facilitate the
               public sale or other disposition of all or any of the Shares by
               the Purchasers;

               f) during the period when copies of the Prospectus are required
               to be delivered under the Securities Act or the Exchange Act,
               will file all documents required to be filed with the Commission
               pursuant to Section 13, 14 or 15 of the Exchange Act within the
               time periods required by the Exchange Act and the rules and
               regulations promulgated thereunder;

               g) file documents required of the Company for customary Blue Sky
               clearance in all states requiring Blue Sky clearance; provided,
               however, that (a) the Company shall not be required to qualify to
               do business or consent to service of process in any jurisdiction
               in which it is not now so qualified or has not so consented; (b)
               the Company shall not be subjected to general taxation in any
               state; and (c) the Company shall not be required to make any
               change in its certificate of incorporation or bylaws, which the
               Company's Board of Directors determines to be contrary to the
               best interests of the Company and its stockholders; and

               h) bear all reasonable expenses in connection with the
               procedures in paragraphs (a) through (g) of this Section 1 and
               the registration of the Shares by the Company pursuant to the
               Registration Statement including reasonable fees and expenses
               (whether external or internal) of up to $15,000 in the aggregate
               of the Purchasers, but not including any fees and expenses of any
               other advisers to the Purchasers or brokerage fees and
               commissions incurred by the Purchasers.

          2. DELAY IN EFFECTIVENESS OF REGISTRATION STATEMENT

     In the event that the Registration Statement is not declared effective on
or before the 120th day following the Closing Date (the "Penalty Date"), the
Company shall pay to each Purchaser liquidated damages in an amount equal to
0.25% of the Per Share Price of each Share purchased by such Purchaser pursuant
to this Agreement for each complete seven-day period after the Penalty Date that
the Registration Statement is not declared effective.

     B.   TRANSFER OF SHARES AFTER REGISTRATION

     Each Purchaser agrees that it will not effect any disposition of the Shares
or its right to purchase the Shares that would constitute a sale within the
meaning of the Securities Act, except as contemplated in the Registration
Statement referred to in Section A or as otherwise permitted


                                      -15-

<PAGE>


by law, and that it will promptly notify the Company of any changes in the
information set forth in the Registration Statement regarding the Purchaser or
its plan of distribution.

     C.   INDEMNIFICATION

     For the purpose of this Section C, the term "Registration Statement" shall
include any preliminary or final prospectus, exhibit, supplement or amendment
included in or relating to the Registration Statement referred to in Section A.

          1.   INDEMNIFICATION BY THE COMPANY

     The Company agrees to indemnify and hold harmless each of the Purchasers
and each person, if any, who controls any Purchaser within the meaning of the
Securities Act ("Controlling Person"), against any losses, claims, damages,
liabilities or expenses, joint or several, to which such Purchasers or such
Controlling Person may become subject, under the Securities Act, the Exchange
Act, or any other federal or state statutory law or regulation, or at common law
or otherwise (including in settlement of any litigation, if such settlement is
effected with the written consent of the Company, which consent shall not be
unreasonably withheld), insofar as such losses, claims, damages, liabilities or
expenses (or actions in respect thereof as contemplated below) arise out of or
are based upon any untrue statement or alleged untrue statement of any material
fact contained in the Registration Statement, including the Prospectus,
financial statements and schedules, and all other documents filed as a part
thereof, as amended at the time of effectiveness of the Registration Statement,
including any information deemed to be a part thereof as of the time of
effectiveness pursuant to paragraph (b) of Rule 430A, or pursuant to Rule 434,
of the Rules and Regulations, or the Prospectus, in the form first filed with
the Commission pursuant to Rule 424(b) of the Regulations, or filed as part of
the Registration Statement at the time of effectiveness if no Rule 424(b) filing
is required (the "Prospectus"), or any amendment or supplement thereto, or arise
out of or are based upon the omission or alleged omission to state in any of
them a material fact required to be stated therein or necessary to make the
statements in any of them, in light of the circumstances under which they were
made, not misleading, or arise out of or are based in whole or in part on any
inaccuracy in the representations and warranties of the Company contained in
this Agreement, or arise out of or are based upon any untrue statement or
alleged untrue statement or omission or alleged omission of which the Purchaser
delivered to the Company in writing a correction before the occurrence of the
transaction from which such loss was incurred and the Company failed to deliver
timely a corrected Prospectus reflecting such correction to the Purchasers that
incurred such loss or any failure of the Company to perform its obligations
under this Agreement or under applicable law, and will reimburse each Purchaser
and each such Controlling Person for any legal and other expenses as such
expenses are reasonably incurred by such Purchaser or such Controlling Person in
connection with investigating, defending, settling (if such settlement is
effected with the written consent of the Purchaser or Controlling Person, which
consent shall not be unreasonably withheld), compromising or paying any such
loss, claim, damage, liability, expense or action; provided, however, that the
Company will not be liable in any such case to the extent that any such loss,
claim, damage, liability or expense arises out of or is based in whole or in
part upon (i) an untrue statement or alleged untrue statement or omission or
alleged omission made in the Registration Statement, the Prospectus or any
amendment or supplement of the Registration Statement or Prospectus in reliance
upon and in conformity with written information furnished to


                                      -16-

<PAGE>


the Company by or on behalf of the Purchaser expressly for use in the
Registration Statement or the Prospectus, or (ii) the failure of such Purchaser
to comply with the covenants and agreements contained in Sections V or B of this
Agreement respecting resale of the Shares, or (iii) the inaccuracy of any
representations and warranties made by such Purchaser in this Agreement or (iv)
any untrue statement or omission of a material fact required to make such
statement not misleading in any Prospectus that is corrected in any subsequent
Prospectus that was delivered to the Purchaser before the pertinent sale or
sales by the Purchaser.

          2.   INDEMNIFICATION BY THE PURCHASER

     Each Purchaser will severally and not jointly indemnify and hold harmless
the Company, each of its directors, each of its officers who signed the
Registration Statement and each Controlling Person, against any losses, claims,
damages, liabilities or expenses (or actions in respect thereof) to which the
Company, each of its directors, each of its officers who signed the Registration
Statement or Controlling Persons may become subject, under the Securities Act,
the Exchange Act, or any other federal or state statutory law or regulation, or
at common law or otherwise (including in settlement of any litigation, if such
settlement is effected with the written consent of such Purchaser, which consent
shall not be unreasonably withheld) insofar as such losses, claims, damages,
liabilities or expenses (or actions in respect thereof as contemplated below)
arise out of or are based in whole or in part upon (i) any failure on the part
of such Purchaser to comply with the covenants and agreements contained in
Sections V or B of this Agreement respecting the sale of the Shares, or (ii) any
misrepresentations or breach of any representation or warranty given or made by
such Purchaser in this Agreement, or (iii) any untrue or alleged untrue
statement of any material fact contained in the Registration Statement, the
Prospectus, or any amendment or supplement to the Registration Statement or
Prospectus, or arise out of or are based upon the omission or alleged omission
to state therein a material fact required to be stated therein or necessary to
make the statements therein not misleading, in each case to the extent, but only
to the extent, that such untrue statement or alleged untrue statement or
omission or alleged omission was made in the Registration Statement, the
Prospectus, or any amendment or supplement thereto, in reliance upon and in
conformity with written information furnished to the Company by or on behalf of
such Purchaser expressly for use therein or such untrue statement or alleged
untrue statement or omission or alleged omission was delivered by the Purchaser
to a subsequent purchaser in a Prospectus which was corrected and delivered to
the Purchaser before the pertinent sale or sales by the Purchaser; provided,
however, that the Purchaser shall not be liable for any such untrue or alleged
untrue statement or omission or alleged omission of which the Purchaser has
delivered to the Company in writing a correction before the occurrence of the
transaction from which such loss was incurred, and the Purchaser will reimburse
the Company, each of its directors, each of its officers who signed the
Registration Statement or Controlling Persons for any legal and other expense
reasonably incurred by the Company, each of its directors, each of its officers
who signed the Registration Statement or Controlling Persons in connection with
investigating, defending, settling (if such settlement is effected with the
written consent of the Company, which consent shall not be unreasonably
withheld), compromising or paying any such loss, claim, damage, liability,
expense or action.


                                      -17-

<PAGE>


          3.   INDEMNIFICATION PROCEDURE

               a) Promptly after receipt by an indemnified party under this
               Section C of notice of the threat or commencement of any action,
               such indemnified party will, if a claim in respect thereof is to
               be made against an indemnifying party under this Section C,
               promptly notify the indemnifying party in writing of the claim;
               but the omission so to notify the indemnifying party will not
               relieve it from any liability which it may have to any
               indemnified party for contribution or otherwise under the
               indemnity agreement contained in this Section C to the extent it
               is not prejudiced as a result of such failure.

               b) In case any such action is brought against any indemnified
               party and such indemnified party seeks or intends to seek
               indemnity from an indemnifying party, the indemnifying party will
               be entitled to participate in, and, to the extent that it may
               wish, jointly with all other indemnifying parties similarly
               notified, to assume the defense thereof with counsel reasonably
               satisfactory to such indemnified party; provided, however, if the
               defendants in any such action include both the indemnified party
               and the indemnifying party and the indemnified party shall have
               reasonably concluded that there may be a conflict between the
               positions of the indemnifying party and the indemnified party in
               conducting the defense of any such action or that there may be
               legal defenses available to it or other indemnified parties that
               are different from or additional to those available to the
               indemnifying party, the indemnified party or parties shall have
               the right to select separate counsel to assume such legal
               defenses and to otherwise participate in the defense of such
               action on behalf of such indemnified party or parties. Upon
               receipt of notice from the indemnifying party to such indemnified
               party of the indemnifying party's election so to assume the
               defense of such action and approval by the indemnified party of
               counsel, the indemnifying party will not be liable to such
               indemnified party under this Section C for any legal or other
               expenses subsequently incurred by such indemnified party in
               connection with the defense thereof unless:

                    (1) the indemnified party shall have employed such counsel
                    in connection with the assumption of legal defenses in
                    accordance with the proviso to the preceding sentence (it
                    being understood, however, that the indemnifying party shall
                    not be liable for the expenses of more than one separate
                    counsel, approved by such indemnifying party representing
                    all of the indemnified parties who are parties to such
                    action) or

                    (2) the indemnifying party shall not have employed counsel
                    reasonably satisfactory to the indemnified party to
                    represent the indemnified party within a reasonable time
                    after notice of commencement of action, in each of which
                    cases the reasonable


                                      -18-

<PAGE>


                    fees and expenses of counsel shall be at the expense of the
                    indemnifying party. Notwithstanding the provisions of this
                    Section C, the Purchasers shall not be liable for any
                    indemnification obligation under this Agreement in excess of
                    the amount of net proceeds received by such Purchaser from
                    the sale of the Shares except to the extent that such
                    Purchaser breaches Section V.E.

          4.   CONTRIBUTION

     If the indemnification provided for in this Section C is required by its
terms but is for any reason held to be unavailable to or otherwise insufficient
to hold harmless an indemnified party under this Section C in respect to any
losses, claims, damages, liabilities or expenses referred to in this Agreement,
then each applicable indemnifying party shall contribute to the amount paid or
payable by such indemnified party as a result of any losses, claims, damages,
liabilities or expenses referred to in this Agreement

               a) in such proportion as is appropriate to reflect the relative
               benefits received by the Company and the Purchaser from the
               placement of Common Stock or

               b) if the allocation provided by clause (a) above is not
               permitted by applicable law, in such proportion as is appropriate
               to reflect not only the relative benefits referred to in clause
               (a) above but the relative fault of the Company and the Purchaser
               in connection with the statements or omissions or inaccuracies in
               the representations and warranties in this Agreement that
               resulted in such losses, claims, damages, liabilities or
               expenses, as well as any other relevant equitable considerations.

     The respective relative benefits received by the Company on the one hand
and each Purchaser on the other shall be deemed to be in the same proportion as
the amount paid by such Purchaser to the Company pursuant to this Agreement for
the Shares purchased by such Purchaser that were sold pursuant to the
Registration Statement bears to the difference (the "Difference") between the
amount such Purchaser paid for the Shares that were sold pursuant to the
Registration Statement and the amount received by such Purchaser from such sale.
The relative fault of the Company and each Purchaser shall be determined by
reference to, among other things, whether the untrue or alleged statement of a
material fact or the omission or alleged omission to state a material fact or
the inaccurate or the alleged inaccurate representation or warranty relates to
information supplied by the Company or by such Purchaser and the parties'
relative intent, knowledge, access to information and opportunity to correct or
prevent such statement or omission. The amount paid or payable by a party as a
result of the losses, claims, damages, liabilities and expenses referred to
above shall be deemed to include, subject to the limitations set forth in
Section 3, any legal or other fees or expenses reasonably incurred by such party
in connection with investigating or defending any action or claim. The
provisions set forth in Section 3 with respect to the notice of the threat or
commencement of any threat or action shall apply if a claim for contribution is
to be made under this Section 4; provided, however, that no additional notice
shall be required with respect to any threat or action for which notice has


                                      -17-

<PAGE>


been given under Section C for purposes of indemnification. The Company and each
Purchaser agree that it would not be just and equitable if contribution pursuant
to this Section C were determined solely by pro rata allocation (even if the
Purchasers were treated as one entity for such purpose) or by any other method
of allocation which does not take account of the equitable considerations
referred to in this paragraph. Notwithstanding the provisions of this Section C,
no Purchaser shall be required to contribute any amount in excess of the amount
by which the Difference exceeds the amount of any damages that such Purchaser
has otherwise been required to pay by reason of such untrue or alleged untrue
statement or omission or alleged omission. No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act)
shall be entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation. The Purchasers' obligations to contribute pursuant
to this Section C are several and not joint.

     D.   TERMINATION OF CONDITIONS AND OBLIGATIONS

     The restrictions imposed upon the transferability of the Shares shall cease
and terminate as to any particular number of the Shares at such time as an
opinion of counsel satisfactory in form and substance to the Company shall have
been rendered to the effect that such conditions are not necessary in order to
comply with the Securities Act.

     E.   INFORMATION AVAILABLE

     From the date of this Agreement until the earlier of (i) the date the
Registration Statement covering the resale of Shares owned by any Purchaser is
no longer effective and (ii) the date the Purchasers no longer own any Shares,
the Company will furnish to each Purchaser one copy of the Company's Annual
Report to Stockholders as required by the Exchange Act, and upon request of the
Purchaser, a full copy of the particular Registration Statement covering the
Shares (the foregoing, in each case, excluding exhibits).

     F.   RULE 144 INFORMATION

     For two years after the date of the effectiveness of the Registration
Statement, the Company shall file all reports required to be filed by it under
the Securities Act, the Rules and Regulations and the Exchange Act and shall
take such further action to the extent reasonably required to enable the
Purchasers to sell the Shares pursuant to Rule 144 under the Securities Act (as
such rule may be amended from time to time).

     G.   STOCK OPTION MATTERS AND PROHIBITION ON TOXICS

     Subject to any required stockholder approvals which the Company shall seek
at the next regularly scheduled annual meeting of the stockholders, within
thirty (30) days after the Closing Date, the Company's Board of Directors shall,
with respect to (i) and (ii) below, adopt such amendments to the Company's stock
option plans and By-laws, and, with respect to (iii) and (iv) below, adopt such
amendments to the Company's By-laws (together, the "Stock Option Plan and By-law
Amendments") to provide that, unless approved by the holders of a majority of
the stock present and entitled to vote at a duly convened meeting of
stockholders, the Company shall not:


                                      -20-


                                       1
<PAGE>


                    (1) grant any stock options, including stock appreciation
                    rights, with an exercise price that is less than 100% of the
                    fair market value of the underlying stock on the date of
                    grant;

                    (2) reduce the exercise price of any stock option, including
                    stock appreciation right, outstanding or to be granted in
                    the future;

                    (3) sell or issue any security of the Company convertible
                    into or exercisable for shares of Common Stock of the
                    Company ("Common Stock Equivalents") having a conversion or
                    exercise price per share which is subject to downward
                    adjustment based on the market price of the Common Stock at
                    the time of conversion or exercise of such security into
                    Common Stock (except for appropriate adjustments made to
                    give effect to any stock splits or stock dividends); or

                    (4) enter into any "equity line" arrangement as contemplated
                    in Current Issues and Rulemaking Projects Quarterly Update,
                    Division of Corporate Finance, March 31, 2001, under the
                    heading "Equity Line Financings" or any agreement to sell
                    Common Stock (or any security convertible, exercisable or
                    exchangeable into shares of Common Stock ("Common Stock
                    Equivalent")) at a per share price (or with respect to a
                    Common Stock Equivalent, at a conversion, exercise or
                    exchange price, as the case may be ("Equivalent Price"))
                    that is fixed after the execution date of the agreement,
                    whether or not based on any predetermined price-setting
                    formula or calculation method; provided, however, the
                    limitation set forth in this subparagraph (iv) shall not
                    apply with respect to the issuance of Common Stock or Common
                    Stock Equivalents in connection with (A) a corporate
                    partnering, licensing, distribution or other commercial
                    arrangement for other than primarily equity financing
                    purposes or (B) a bona fide business acquisition of or by
                    the Company, whether by merger, consolidation, sales of
                    assets, sale or exchange of stock or otherwise.
                    Notwithstanding the foregoing, however, a price protection
                    clause shall be permitted in an agreement for sale of Common
                    Stock or Common Stock Equivalent, if such clause provides
                    for an adjustment to the price per share of Common Stock or,
                    with respect to a Common Stock Equivalent, to the Equivalent
                    Price (provided that such price or Equivalent Price is fixed
                    on or before the execution date of the agreement) (the
                    "Fixed Price") in the event that the Company, during the
                    period beginning on the date of such agreement and ending no
                    later than 90 days after the closing date of the
                    transaction, sells shares of Common Stock or Common Stock
                    Equivalent to another investor at a price or Equivalent
                    Price, as the case may be, below the Fixed Price.


                                      -21-


                                       2
<PAGE>


     The Stock Option Plan and By-law Amendments may not be further amended or
repealed without the affirmative vote of the holders of a majority of the stock
present and entitled to vote at a duly convened meeting of stockholders. Upon
the adoption of the Stock Option Plan and By-law Amendments, the Company shall
promptly furnish a copy of such amendments to the Purchasers. The Company agrees
that, prior to the adoption of the Stock Option Plan and By-law Amendments by
all necessary corporate action of the Company as described above, the Company
shall not conduct any of the actions specified in (i), (ii), (iii) or (iv) above
of this Section G.

VIII.  BROKER'S FEE

     The Purchasers acknowledge that the Company intends to pay to UBS Warburg
LLC, the placement agent, a fee in respect of the sale of the Shares to certain
of the Purchasers. Each of the parties to this Agreement hereby represents that,
on the basis of any actions and agreements by it, there are no other brokers or
finders entitled to compensation in connection with the sale of the Shares to
the Purchasers. The Company shall indemnify and hold harmless the Purchasers
from and against all fees, commissions or other payments owing by the Company to
UBS Warburg LLC in respect of the sale of Shares to certain of the Purchasers or
any other person or firm acting at the request and on behalf of the Company
hereunder.

IX. NOTICES

     All notices, requests, consents and other communications under this
Agreement shall be in writing, shall be sent by confirmed facsimile or
nationally recognized overnight express courier postage prepaid, and shall be
delivered as addressed as follows:

               a)   if to the Company, to:

                  Advanced Tissue Sciences, Inc.
                  10933 North Torrey Pines Road
                  La Jolla, California  92037
                  Attn:  General Counsel
                  Facsimile:  (858) 713-7910

or to such other person at such other place as the Company shall designate to
the Purchasers in writing; and

               b) if to a Purchaser, at its address as set forth on the
               signature page to this Agreement, or at such other address or
               addresses as may have been furnished to the Company in writing.

     Such notice shall be deemed effectively given upon confirmation of receipt
by facsimile or one business day after deposit with such overnight courier, as
applicable.

X.  MODIFICATION; AMENDMENT


                                      -22-


                                       3
<PAGE>


     This Agreement may not be modified or amended except pursuant to an
instrument in writing signed by the Company and the Purchasers holding a
majority of the shares purchased under this Agreement.

XI. EXPENSES

     Each party to this agreement shall pay its own fees and expenses incident
to the negotiation, preparation and execution of this Agreement and related
documents (including legal and accounting fees and expenses).

XII. TERMINATION

     This Agreement may be terminated as to any Purchaser, at the option of such
Purchaser, if the Closing has not occurred on or before thirty (30) days from
the date of this Agreement.

XIII. HEADINGS

     The headings of the various sections of this Agreement have been inserted
for convenience of reference only and shall not be deemed to be part of this
Agreement.

XIV. SEVERABILITY

     If any provision contained in this Agreement should be held to be invalid,
illegal or unenforceable in any respect, the validity, legality and
enforceability of the remaining provisions contained in this Agreement shall not
in any way be affected or impaired thereby.

XV. GOVERNING LAW; JURISDICTION

     This Agreement shall be governed by and construed in accordance with the
laws of the state of Delaware and the federal law of the United States of
America without regard to conflict of laws principles.

XVI. COUNTERPARTS

     This Agreement may be executed in two or more counterparts, each of which
shall constitute an original, but all of which, when taken together, shall
constitute but one instrument, and shall become effective when one or more
counterparts have been signed by each party to this Agreement and delivered to
the other parties.

                            [Signature page follows]


                                      -23-

<PAGE>






     IN WITNESS WHEREOF, the parties to this Agreement have caused this
Agreement to be executed by their duly authorized representatives as of the day
and year first above written.

                                        ADVANCED TISSUE SCIENCES, INC.

                                        By:  /s/  Arthur J. Benvenuto
                                           ------------------------------------

                                        Name: Arthur J. Benvenuto
                                             ----------------------------------

                                        Its: Chief Executive Officer
                                            -----------------------------------


                                        STATE OF WISCONSIN INVESTMENT BOARD

                                        By:  /s/  John F. Nelson
                                           ------------------------------------

                                        Name: John F. Nelson
                                             ----------------------------------

                                        Title: Investment Director of Small
                                                  Company Stocks
                                              ---------------------------------

                                        Address:

                                        121 East Wilson Street
                                        Madison, WI 53702
                                        Facsimile:  (608) 266-2436


                            STOCK PURCHASE AGREEMENT
                                 SIGNATURE PAGE


<PAGE>


                                        MP BIOPHARMACEUTICAL FUND, LTD.

                                        By:  /s/  Amita Rodman
                                           ------------------------------------

                                        Name:  Amita Rodman
                                             ----------------------------------

                                        Title:  Business Manager
                                              ---------------------------------

                                        Address:

                                        c/o MP Asset Managers, L.P., a wholly
                                        owned subsidiary of Mehta Partners LLC,
                                        Registered Investment Advisor
                                        584 Broadway, Suite 1106
                                        New York, NY  10012


                                        BIOPHARMACEUTICAL PORTFOLIO

                                        By:  /s/  Amita Rodman
                                           ------------------------------------

                                        Name:  Amita Rodman
                                             ----------------------------------

                                        Title:  Business Manager
                                              ---------------------------------

                                        Address:

                                        c/o MP Asset Managers, L.P., a wholly
                                        owned subsidiary of Mehta Partners LLC,
                                        Registered Investment Advisor
                                        584 Broadway, Suite 1106
                                        New York, NY  10012


                                        MP BIOPHARMACEUTICAL PARTNERS LP

                                        By:  /s/  Amita Rodman
                                           ------------------------------------

                                        Name:  Amita Rodman
                                             ----------------------------------

                                        Title:  Business Manager
                                              ---------------------------------

                                        Address:

                                        c/o MP Asset Managers, L.P., a wholly
                                        owned subsidiary of Mehta Partners LLC,
                                        Registered Investment Advisor
                                        584 Broadway, Suite 1106
                                        New York, NY  10012



                                       4
<PAGE>


                                        CITI MP BIOPHARMACEUTICAL PARTNERS LLC

                                        By: /s/  Amita Rodman
                                           ------------------------------------

                                        Name:  Amita Rodman
                                             ----------------------------------

                                        Title:  Business Manager
                                              ---------------------------------

                                        Address:

                                        c/o MP Asset Managers, L.P., a wholly
                                        owned subsidiary of Mehta Partners LLC,
                                        Registered Investment Advisor
                                        584 Broadway, Suite 1106
                                        New York, NY  10012



<PAGE>


                                        UBS O'CONNOR LLC F/B/O UBS GLOBAL EQUITY
                                        ARBITRAGE MASTER LTD.

                                        By:  /s/  George Locasto
                                           ------------------------------------

                                        Name:  George Locasto
                                             ----------------------------------

                                        Title:  Managing Director
                                              ---------------------------------

                                        By:  /s/ Phoenix Wright
                                           ------------------------------------

                                        Name:  Phoenix Wright
                                             ----------------------------------

                                        Title:  Associate Director
                                              ---------------------------------

                                        Address:

                                        UBS Warburg
                                        1285 6th Avenue
                                        11th Floor
                                        New York, NY  10019




<PAGE>


                                        ZLP MASTER TECHNOLOGY FUND, LTD

                                        By:  /s/  Stuart J. Zimmer
                                           ------------------------------------

                                        Name:  Stuart J. Zimmer
                                             ----------------------------------

                                        Title:  Director
                                              ---------------------------------

                                        Address:

                                        45 Broadway - 28th Floor
                                        New York, NY  10006
                                        Facsimile: (212) 440-0750






<PAGE>



                                   Schedule A

                             Schedule of Purchasers

Name and Address                                                   Shares
--------------------------------------------------             --------------
October 31, 2001

State of Wisconsin Investment Board                              2,450,000
121 East Wilson Street
Madison, WI 53702

MP BioPharmaceutical Fund, Ltd.                                    232,500
c/o MP Asset Managers, L.P., a wholly
owned subsidiary of Mehta Partners LLC,
Registered Investment Advisor
584 Broadway, Suite 1106
New York, NY 10012

BioPharmaceutical Portfolio                                        105,027
c/o MP Asset Managers, L.P., a wholly
owned subsidiary of Mehta Partners LLC,
Registered Investment Advisor
584 Broadway, Suite 1106
New York, NY 10012

MP BioPharmaceutical Partners LP                                    95,700
c/o MP Asset Managers, L.P., a wholly
owned subsidiary of Mehta Partners LLC,
Registered Investment Advisor
584 Broadway, Suite 1106
New York, NY 10012

Citi MP BioPharmaceutical Partners LLC                              48,700
c/o MP Asset Managers, L.P., a wholly
owned subsidiary of Mehta Partners LLC,
Registered Investment Advisor
584 Broadway, Suite 1106
New York, NY 10012

UBS O'Connor LLC f/b/o                                              481,927
UBS Global Equity Arbitrage Master Ltd.
1285 6th Ave
11th Floor - Prime Brokerage
New York, NY  10019

ZLP Master Technology Fund, LTD                                     120,481
Zimmer Lucas Partners LLC
45 Broadway - 28th Floor
New York, NY 10006



                                       5
<PAGE>


                                    EXHIBIT A

                   Opinion of Brobeck, Phlegler & Harrison LLP



October 31, 2001                                 Brobeck, Phleger & Harrison LLP
                                                            12390 El Camino Real
                                               San Diego, California  92130-2081
                                                            PHONE   858.720.2500
                                                              FAX   858.720.2555
                                                                 www.brobeck.com


To the Purchasers Listed on the
Schedule of Purchasers to the
Advanced Tissue Sciences, Inc.
Stock Purchase Agreement
dated October 31, 2001

Ladies and Gentlemen:

We have acted as counsel for Advanced Tissue Sciences, Inc., a Delaware
corporation (the "Company"), in connection with the issuance and sale of shares
of its Common Stock pursuant to that certain Stock Purchase Agreement dated
October 31, 2001 (the "Stock Purchase Agreement") among the Company and you.
This opinion letter is being rendered to you pursuant to Section 3(d)(iii) of
the Stock Purchase Agreement in connection with the Closing of the sale of the
Common Stock. Capitalized terms not otherwise defined in this opinion letter
have the meanings given them in the Stock Purchase Agreement.

In connection with the opinions expressed herein, we have made such examination
of matters of law and of fact as we considered appropriate or advisable for
purposes hereof. As to matters of fact material to the opinions expressed
herein, we have relied upon the representations and warranties as to factual
matters contained in and made by the Company pursuant to the Stock Purchase
Agreement and upon certificates and statements of government officials and of
officers of the Company. We have also examined originals or copies of such
corporate documents or records of the Company as we have considered appropriate
for the opinions expressed herein. We have assumed for the purposes of this
opinion letter the genuineness of all signatures, the legal capacity of natural
persons, the authenticity of the documents submitted to us as originals, the
conformity to the original documents of all documents submitted to us as
certified, facsimile or photostatic copies, and the authenticity of the
originals of such copies.

In rendering this opinion letter we have also assumed: (A) that the Stock
Purchase Agreement has been duly and validly executed and delivered by you or on
your behalf, that each of you has the power to enter into and perform all your
obligations thereunder and has taken any and all necessary corporate,
partnership or other relevant action to authorize the Stock Purchase Agreement,
and that the Stock Purchase Agreement constitutes a valid, legal, binding and
enforceable obligation upon you; (B) that the representations and warranties
made in the Stock Purchase Agreement by you are true and correct; (C) that any
wire transfers, drafts or checks tendered by you will be honored; (D) if you are
a corporation or other entity that you have filed any required state franchise,
income or similar tax returns and have paid any required state franchise, income
or similar taxes; and (E) if you are a small business investment company



<PAGE>


October 31, 2001
Page 2


subject to the Small Business Investment Act of 1958, as amended, that you have
complied with the provisions of such Act and the regulations promulgated
thereunder (the "SBIA Laws").

In rendering this opinion we have also assumed that there are no extrinsic
agreements or understandings among the parties to the Stock Purchase Agreement
that would modify or interpret the terms of the Stock Purchase Agreement or the
respective rights or obligations of the parties thereunder.

As used in this opinion letter, the expression "we are not aware" or the phrase
"to our knowledge," or any similar expression or phrase with respect to our
knowledge of matters of fact, means as to matters of fact that, based on the
actual knowledge of individual attorneys within the firm principally responsible
for handling current matters for the Company (and not including any constructive
or imputed notice of any information), and after an examination of documents
referred to herein and after inquiries of certain officers of the Company, no
facts have been disclosed to us that have caused us to conclude that the
opinions expressed are factually incorrect; but beyond that we have made no
factual investigation for the purposes of rendering this opinion letter.
Specifically, but without limitation, we have not searched the dockets of any
courts and we have made no inquiries of securities holders or employees of the
Company, other than such officers. No inference as to our knowledge of the
existence or absence of any fact should be drawn from our representation of the
Company or the rendering of the opinions set forth below.

This opinion letter relates solely to the laws of the State of California, the
General Corporation Law of the State of Delaware and the federal law of the
United States. We express no opinion with respect to the effect or application
of any other laws. Special rulings of authorities administering such laws or
opinions of other counsel have not been sought or obtained. Furthermore, we
invite your attention to the fact that the Stock Purchase Agreement states that
it is governed by the laws of the State of Delaware. We have made no
investigation of Delaware law nor consulted with counsel admitted to practice
law in the State of Delaware. We have not examined the question of what law
would govern the interpretation or enforcement of the Stock Purchase Agreement,
and our opinion with regard to the validity, binding nature and enforceability
of the Stock Purchase Agreement is based upon the assumption that the internal
laws of the State of California would govern the provisions thereof.
Furthermore, we advise you that we are not acting here as experts on, and we do
not express any opinion on any applicable laws, rules or regulations relating
to, (i) patents, copyrights, trademarks and other proprietary rights and
licenses or (ii) the United States Food and Drug Administration or health care
reimbursement.

For purposes of the matters addressed in paragraph 1 below relating to the valid
existence and good standing of the Company under the laws of Delaware, we have
relied solely upon the Certificate of Good Standing of the Company certified by
the Secretary of State of the State of Delaware on October 31, 2001. For
purposes of the matters addressed in paragraph 1 below



<PAGE>


October 31, 2001
Page 3


relating to the due qualification of the Company in California, we have relied
solely upon our review of the Certificate of Status of the Company certified by
the Secretary of State of the Sate of California on October 25, 2001.

     Based upon our examination of and reliance upon the foregoing and subject
to the limitations, exceptions, qualifications and assumptions set forth below
and except as set forth in the Stock Purchase Agreement, we are of the opinion
that as of the date hereof:

          1.   The Company is a corporation duly incorporated, validly existing
and in good standing under the laws of the State of Delaware, and the Company
has the requisite corporate power and authority to own its properties and to
conduct its business as, to our knowledge, it is presently conducted. The
Company is qualified to do business as a foreign corporation in the State of
California.

          2.   The Company has the requisite corporate power and authority to
execute, deliver and perform the Stock Purchase Agreement. The Stock Purchase
Agreement has been duly and validly authorized by the Company, duly executed and
delivered by an authorized officer of the Company and constitutes a legal, valid
and binding obligation of the Company, enforceable by you against the Company in
accordance with its terms.

          3.   The shares of Common Stock to be purchased at the Closing have
been duly authorized and, upon purchase at the Closing pursuant to the terms of
the Stock Purchase Agreement, will be validly issued, nonassessable and fully
paid and free of any preemptive rights arising under the Amended and Restated
Certificate of Incorporation of the Company, including all amendments thereto,
as in effect on the date hereof (the "Restated Certificate") or the Delaware
General Corporation Law.

          4.   The Company's execution and delivery of, and its performance and
compliance as of the date hereof with the terms of, the Stock Purchase Agreement
do not violate any provision of the Company's Restated Certificate or Bylaws or
any material provisions of the material agreements filed with the Company's
Annual Report on Form 10-K for the year ended December 31, 2000, specifically
identified in Exhibit A.

          5.   Other than in connection with any securities laws (with respect
to which we direct you to paragraph 6 below), all consents, approvals, permits,
orders or authorizations of, and all qualifications by and registrations with,
any federal, Delaware corporate or California state governmental authority on
the part of the Company required in connection with the execution and delivery
of the Stock Purchase Agreement and consummation at the Closing of the
transactions contemplated by the Stock Purchase Agreement have been obtained.

          6.   On the assumption that the representations of the Purchasers in

the Stock Purchase Agreement are correct, the offer and sale of the Common Stock
to the Purchasers pursuant to the terms of the Stock Purchase Agreement are
exempt from the registration



<PAGE>

October 31, 2001
Page 4


requirement of Section 5 of the Securities Act of 1933, as amended, and from the
qualification requirement of the California Corporate Securities Law of 1968, as
amended.

          7.   We are not aware that there is any action, proceeding or
governmental investigation pending, or overtly threatened in writing, against
the Company which questions the validity of the Stock Purchase Agreement or the
right of the Company to enter into the Stock Purchase Agreement which could
reasonably be anticipated to result, either individually or in the aggregate, in
any Material Adverse Change in the assets, financial condition or operation of
the Company.

Our opinions expressed above are specifically subject to the following
limitations, exceptions, qualifications and assumptions:

          (A)  The legality, validity, binding nature and enforceability of the
Company's obligations under the Stock Purchase Agreement may be subject to or
limited by (1) bankruptcy, insolvency, reorganization, arrangement, moratorium,
fraudulent transfer and other similar laws affecting the rights of creditors
generally; (2) general principles of equity (whether relief is sought in a
proceeding at law or in equity), including, without limitation, concepts of
materiality, reasonableness, good faith and fair dealing, and the discretion of
any court of competent jurisdiction in awarding specific performance or
injunctive relief and other equitable remedies; and (3) without limiting the
generality of the foregoing, (a) principles requiring the consideration of the
impracticability or impossibility of performance of the Company's obligations at
the time of the attempted enforcement of such obligations, and (b) the effect of
court decisions and statutes which indicate that provisions of the Stock
Purchase Agreement which permit any of you to take action or make determinations
may be subject to a requirement that such action be taken or such determinations
be made on a reasonable basis in good faith or that it be shown that such action
is reasonably necessary for your protection.

          (B)  We express no opinion as to the Company's or this transaction's
compliance or noncompliance with applicable federal or state antifraud or
antitrust statutes, laws, rules and regulations or Section 721 (as amended by
Section 5021 of the Omnibus Trade and Competitiveness Act of 1988: the so-called
"Exon-Florio" provision) of the Defense Production Act of 1950 and the
regulations thereunder.

          (C)  We express no opinion concerning the past, present or future fair
market value of any securities.

          (D)  We express no opinion as to the enforceability under certain
circumstances of any provisions indemnifying a party against, or requiring
contributions toward, that party's liability for its own wrongful or negligent
acts, or where indemnification or contribution is contrary to public policy or
prohibited by law. In this regard, we advise you that in the opinion of the
Securities and Exchange Commission, provisions regarding indemnification of
directors,



<PAGE>

October 31, 2001
Page 5


officers and controlling persons of an issuer against liabilities arising under
the Securities Act of 1933, as amended, are against public policy and are
therefore unenforceable.

          (E)  We express no opinion as to the enforceability under certain
circumstances of any provisions prohibiting waivers of any terms of the Stock
Purchase Agreement other than in writing, or prohibiting oral modifications
thereof or modification by course of dealing. In addition, our opinions are
subject to the effect of judicial decisions which may permit the introduction of
extrinsic evidence to interpret the terms of written contracts.

          (F)  We express no opinion as to the effect of any applicable state
law, federal law or equitable principle which provides that a court may refuse
to enforce, or may limit the application of, a contract or any clause thereof
which the court finds to have been unconscionable at the time it was made or
contrary to public policy.

          (G)  We express no opinion as to the effect of any applicable state
law, federal law or equitable principle, providing for an obligation of good
faith in the performance or enforcement of contracts and prohibiting disclaimer
of such obligation.

          (H)  Our opinion in paragraph 5 is limited to laws and regulations
normally applicable to transactions of the type contemplated in the Stock
Purchase Agreement and does not extend to licenses, permits and approvals
necessary for the conduct of the Company's business. In addition and without
limiting the previous sentence, we express no opinion herein with respect to the
effect of any land use, safety, hazardous material, environmental or similar
law, or any local or regional law. Further, we express no opinion as to the
effect of or compliance with any state or federal laws or regulations applicable
to the transactions contemplated by the Stock Purchase Agreement because of the
nature of the business of any party thereto other than the Company. Also, we
express no opinion with respect to any patent, copyright, trademark or other
intellectual property matter, or as to the statutes, regulations, treaties or
common laws of any nation, state or jurisdiction with regard thereto.

          (I)  We express no opinion as to your compliance with any Federal or
state law relating to your legal or regulatory status or the nature of your
business.

          (J)  We express no opinion as to the compliance of the Company or the
sale of the Common Stock to the Purchasers with the provisions of the SBIA Laws,
except to the extent that such compliance relates to the sale of Common Stock to
Purchasers which are expressly identified in the Stock Purchase Agreement as
being small business investment companies.

          (K)  We express no opinion as to the effect of subsequent issuances of
securities of the Company, to the extent that further issuances which may be
integrated with the Closing may include purchasers that do not meet the
definition of "accredited Purchasers" under Rule 501 of Regulation D and
equivalent definitions under state securities or "blue sky" laws.



<PAGE>

October 31, 2001
Page 6


          (L)  Our opinions with regard to the Stock Purchase Agreement do not
extend to other agreements or instruments (or forms of agreements or
instruments) which may be attached thereto as exhibits.

          (M)  We express no opinion as to:

               (1) The effect on the liquidation provisions of the Certificate
of Incorporation of applicable state law, federal law or equitable principles
restricting in certain circumstances distributions by a corporation to its
shareholders, relating to dissenters' rights or relating to involuntary
dissolution;

               (2) The enforceability under certain circumstances of provisions
expressly or by implication waiving broadly or vaguely stated rights, unknown
future rights, or defenses to obligations or rights granted by law, when such
waivers are against public policy or prohibited by law;

               (3) The enforceability under certain circumstances of provisions
to the effect that rights or remedies may be exercised without notice, or that
failure to exercise or delay in exercising rights or remedies will not operate
as a waiver of any such right or remedy;

               (4) The enforceability under certain circumstances of provisions
to the effect that rights or remedies are not exclusive, that every right or
remedy is cumulative and may be exercised in addition to or with any other right
or remedy, or that election of a particular remedy or remedies does not preclude
recourse to one or more remedies;

          (5) Any provision providing for the exclusive jurisdiction of a
particular court or purporting to waive rights to trial by jury, service of
process or objections to the laying of venue or to forum on the basis of forum
non conveniens, in connection with any litigation arising out of or pertaining
to the Stock Purchase Agreement;

          (6) Sections 2.2 and 7.7 of the Stock Purchase Agreement;

          (7) Section 15 of the Stock Purchase Agreement to the extent that it
purports to exclude conflict of law principles;

          (8) The effect of any applicable state law, federal law or equitable
principles which limit the amount of attorneys' fees that can be recovered under
certain circumstances;

This opinion letter is rendered as of the date first written above solely for
your benefit in connection with the Stock Purchase Agreement and may not be
delivered to, quoted or relied upon by any person other than you, or for any
other purpose, without our prior written consent. Our opinion is expressly
limited to the matters set forth above and we render no opinion, whether



<PAGE>

October 31, 2001
Page 7


by implication or otherwise, as to any other matters relating to the Company. We
assume no obligation to advise you of facts, circumstances, events or
developments which hereafter may be brought to our attention and which may
alter, affect or modify the opinions expressed herein.

Very truly yours,



BROBECK, PHLEGER & HARRISON LLP





<PAGE>






                                    EXHIBIT A




License and Supply Agreement effective as of September 25, 2000, between the
Company and Biozhem Cosmeceuticals Inc.

Supply Agreement dated as of January 17, 1994 between Ethicon, Inc. and the
Company.

Amendment to Supply Agreement dated as of February 8th, 1999 between Ethicon,
Inc. and the Company.

Development, License and Supply Agreement effective as of October 5, 2000
between the Company and SkinMedica Inc.

Investor Rights Agreement effective as of October 4, 2000, between the Company
and SkinMedica Inc.

Option to Purchase Common Stock of SkinMedica Inc. dated October 5, 2000.

Promissory Note dated September 13, 2000 between the Company and Arthur J.
Benvenuto.

License Agreement effective as of May 10, 1999, between the Company and Inamed
Corporation.

Addendum to License Agreement effective as of May 10, 1999, between the Company
and Inamed Corporation.

Common Stock Purchase Agreement effective as of November 1, 1999, between the
Company and Inamed Corporation.

Common Stock Purchase Warrant effective as of May 10, 1999, between the Company
and Inamed Corporation.

Common Stock Purchase Warrant effective as of May 10, 1999, between the Company
and Inamed Corporation.



<PAGE>






                                   APPENDIX I

                         ADVANCED TISSUE SCIENCES, INC.

                         STOCK CERTIFICATE QUESTIONNAIRE


     Pursuant to Section V.A.h) of the Agreement, please provide us with the
following information:

1.   The exact name that your Shares are to be registered in (this is the name
     that will appear on your stock certificate(s)). You may use a nominee name
     if appropriate:

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

2.   The relationship between the Purchaser of the Shares and the Registered
     Holder listed in response to item 1 above:
                                               ---------------------------------

3.   The mailing address of the Registered Holder listed in response to item 1
     above:

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

4.   The Social Security Number or Tax Identification Number of the Registered
     Holder listed in response to item 1 above:

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



<PAGE>



                                   APPENDIX II

                         ADVANCED TISSUE SCIENCES, INC.

                      REGISTRATION STATEMENT QUESTIONNAIRE


     In connection with the preparation of the Registration Statement, please
provide us with the following information:

1.   Pursuant to the "Selling Shareholder" section of the Registration
     Statement, please state your or your organization's name exactly as it
     should appear in the Registration Statement:

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

2.   Please provide the number of shares that you or your organization will own
     immediately after Closing, including those Shares purchased by you or your
     organization pursuant to this Purchase Agreement and those shares purchased
     by you or your organization through other transactions:

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

3.   Have you or your organization had any position, office or other material
     relationship within the past three years with the Company or its
     affiliates?

                  _____ Yes         _____ No

     If yes, please indicate the nature of any such relationships below:

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

4.   Does the plan of distribution in the draft form of Registration Statement
     provided to you reflect your current plan of distribution?

                  _____ Yes         _____ No

     If no, please attach a copy of your current plan of distribution.




<PAGE>


                                  APPENDIX III

                   PURCHASER'S CERTIFICATE OF SUBSEQUENT SALE


The undersigned, an officer of, or other person duly authorized by

------------------------------------------------------------------------
              [fill in official name of individual or institution]

hereby certifies that he/she/it is the Purchaser of the shares evidenced by the
attached certificate, and as such, sold such shares on ________________, 200__
in accordance with Registration Statement number 333-________________, and
complied with the requirement of delivering a current prospectus in connection
with such sale.

PRINT OR TYPE:

Name of Purchaser (Individual or Institution):

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

Name of Individual representing Purchaser (if an Institution):

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

Title of Individual representing Purchaser (if an Institution):

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

SIGNATURE:

Individual Purchaser or Individual representing Purchaser:

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