EXHIBIT 4.1

                            STOCK PURCHASE AGREEMENT

     THIS STOCK PURCHASE AGREEMENT (this "Agreement") is made as of February 29,
2000 between  Bioject Medical  Technologies,  Inc., an Oregon  corporation  (the
"Company"), and Amgen Inc., a Delaware corporation (the "Investor").

     1.  Authorization  of Shares.  The Company has duly authorized the sale and
issuance of Sixty-Five  Thousand Seven Hundred  Ninety-Six  (65,796) shares (the
"Shares")  of  common  stock of the  Company,  without  par value  (the  "Common
Stock"),  to Investor.  The Shares equal the quotient of (a) the Purchase  Price
(as defined below)  divided by (b) the product of (i) the average  closing price
of the Common  Stock on The Nasdaq  Stock  Market,  Inc.  Small Cap Market  (the
"Nasdaq  Small Cap Market") for the *** (***)  trading days ending  February 22,
2000, multiplied by (ii) *** Percent (***%).

     2. Agreement to Sell and Purchase Shares. Upon the terms and subject to the
conditions  contained  herein,  the  Company  and the  Investor  agree  that the
Investor  will  purchase from the Company and the Company will issue and sell to
the Investor the Shares,  for an aggregate purchase price (the "Purchase Price")
of One Million Five Hundred  Thousand  Dollars  ($1,500,000).  Unless  otherwise
requested by the Investor, certificates representing the Shares purchased by the
Investor will be registered in the  Investor's  name and address as set forth on
the signature page hereto.

     3.  Delivery of the Shares at Closing.  The  completion of the purchase and
sale of the  Shares  (the  "Closing")  shall  occur on  February  29,  2000 (the
"Closing  Date"),  at the  Investor's  principal  place of business,  or at such
different  time or day or  location as the  Company  and the  Investor  mutually
agree.  At the Closing,  the Company  shall  deliver to the Investor one or more
stock  certificates  representing  the  Shares,  each  such  certificate  to  be
registered in the name of the Investor.

          3.1 The Company's obligation to issue the Shares to the Investor shall
be subject to the following  conditions,  any one or more of which may be waived
by the Company in writing:

               (a) receipt by the Company of a certified or official  bank check
or wire transfer of funds in the full amount of the Purchase Price; and

               (b) the  representations and warranties of the Investor set forth
herein shall be true and correct in all respects.

          3.2 The Investor's  obligation to purchase the Shares shall be subject
to the  following  conditions,  any one or more of which  may be  waived  by the
Investor in writing:

               (a) the  representations  and warranties of the Company set forth
herein shall be true and correct in all respects;



***Confidential  treatment  has  been  requested  pursuant  to  Rule  406 of the
Securities Act of 1933, as amended.  Omitted portions have been filed separately
with the Securities and Exchange Commission.

<PAGE>

               (b)the  Company  shall  have  performed  and  complied  with  all
agreements and conditions required by this Agreement to be performed or complied
with by it on or before the Closing Date;

               (c) the Company  shall have  delivered to Investor a  certificate
dated the  Closing  Date,  executed  by the Chief  Executive  Officer  and Chief
Financial Officer of the Company,  certifying the satisfaction of the conditions
specified in subsections (a) and (b) of this Section 3.2;

               (d) the Investor  shall have  received from Dorsey & Whitney LLP,
counsel for the Company,  a favorable opinion dated the Closing Date in the form
of Exhibit A hereto;

               (e) all  registrations,  qualifications,  permits  and  approvals
required u nder  applicable  state  securities laws shall have been obtained for
the lawful  execution,  delivery and  performance of this  Agreement,  including
without limitation the offer, sale, issue and delivery of the Shares;

               (f) Investor shall have received the following:

                    (1)  Copies  of  resolutions  of  the  Company's   Board  of
Directors,  certified by the Secretary of the Company, authorizing and approving
the  execution,  delivery  and  performance  of this  Agreement,  and all  other
documents and instruments to be delivered pursuant hereto and thereto;

                    (2) A certificate of incumbency executed by the Secretary of
the  Company  certifying  the  names,  titles  and  signatures  of the  officers
authorized  to execute the  documents  referred to in  subsection  (1) above and
further  certifying that the Amended and Restated  Articles of Incorporation and
Amended and Restated Bylaws of the Company delivered to the Investor at the time
of the execution of this Agreement have been validly adopted,  are in full force
and effect, and have not been further amended or modified; and

                    (3)  Such  additional  supporting  documentation  and  other
information with respect to the transactions contemplated hereby as Investor may
reasonably request;

               (g) all  corporate  and other  proceedings  and actions  taken in
connection  with the  transactions  contemplated  hereby  and all  certificates,
opinions, agreements,  instruments and documents mentioned herein or incident to
any such transactions, shall be satisfactory in form and substance to Investor;

               (h)  the   Company's   Subsidiary,   Bioject   Inc.,   an  Oregon
corporation,  and Investor  shall have entered into the License and  Development
Agreement dated as of the date hereof (the "License and Development Agreement");


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***Confidential  treatment  has  been  requested  pursuant  to  Rule  406 of the
Securities Act of 1933, as amended.  Omitted portions have been filed separately
with the Securities and Exchange Commission.

<PAGE>

               (i) Any  approval,  consent or  waiting  period  required  by any
governmental agency or authority,  or any other individual,  partnership,  joint
venture,  corporation,  limited liability company, trust, estate, unincorporated
organization,  or any other entity (each, a "Person"),  necessary or material to
the  consummation  of the  transactions  contemplated  hereby  shall  have  been
obtained; and

               (j) No order of any court of  administrative  agency  shall be in
effect which  restrains or prohibits any transaction  contemplated  hereby or by
the License and Development Agreement which would limit or affect the Investor's
rights hereunder or thereunder.

     4.  Representations,  Warranties and Covenants of the Company.  The Company
hereby represents and warrants to, and covenants with, the Investor, as follows:

          4.1  Organization.  The Company is duly organized and validly existing
in good standing under the laws of the State of Oregon.  Each of the Company and
its  Subsidiaries  (as defined in Rule 405 under the  Securities Act of 1933, as
amended (the "Securities Act")) has full power and authority to own, operate and
occupy its properties and to conduct its business as presently  conducted and as
proposed to be conducted  and is  registered  or qualified to do business and in
good  standing  in each  jurisdiction  in which it owns or  leases  property  or
transacts  business  and where  the  failure  to be so  qualified  would  have a
material adverse effect upon the business,  properties,  condition (financial or
otherwise),  operations  or  prospects  of the  Company  and  its  Subsidiaries,
considered as one enterprise (collectively, a "Material Adverse Effect"), and no
proceeding has been instituted in any such jurisdiction,  revoking,  limiting or
curtailing,  or seeking to revoke, limit or curtail, such power and authority or
qualification. All Subsidiaries of the Company are disclosed in Schedule 4.1.

          4.2 Due  Authorization.  The  Company  has  all  requisite  power  and
authority to execute,  deliver and perform its obligations under this Agreement,
and this Agreement has been duly  authorized and validly  executed and delivered
by the Company and  constitutes  the legal,  valid and binding  agreement of the
Company  enforceable  against  the  Company in  accordance  with its terms.  All
corporate acts and  proceedings  required for the  authorization,  execution and
delivery of this Agreement,  the offer,  issuance and delivery of the Shares and
the  performance  of this Agreement have been lawfully and validly taken or will
have been so taken prior to the Closing.

          4.3  Non-Contravention.  The execution and delivery of this Agreement,
the  issuance  and sale of the  Shares,  the  fulfillment  of the  terms of this
Agreement and the consummation of the transactions  contemplated hereby will not
(A) conflict  with or constitute a violation of, or default (with the passage of
time or  otherwise)  under,  (i) any  material  bond,  debenture,  note or other
evidence of  indebtedness,  or under any material  lease,  contract,  indenture,
mortgage,  deed of trust,  security agreement,  loan or credit agreement,  joint
venture or other agreement,  instrument,  commitment or arrangement to which the
Company  or any  Subsidiary  is a party or by which  the  Company  or any of its
Subsidiaries  or their  respective  properties  are bound,  (ii) the Amended and
Restated  Articles  of  Incorporation,  Amended  and  Restated  Bylaws  or other
organizational  documents  of the Company or any  Subsidiary,  or (iii) any law,
administrative  regulation,  ordinance  or  order of any  court or  governmental
agency, arbitration panel or authority applicable to the


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***Confidential  treatment  has  been  requested  pursuant  to  Rule  406 of the
Securities Act of 1933, as amended.  Omitted portions have been filed separately
with the Securities and Exchange Commission.

<PAGE>

Company or any Subsidiary or their respective  properties,  or (B) result in the
creation or  imposition  of any lien,  encumbrance,  claim,  security  interest,
charge,  option,  pledge or  restriction  whatsoever  (a "Lien") upon any of the
material  properties,  assets or rights of the Company or any  Subsidiary  or an
acceleration of indebtedness pursuant to any obligation,  agreement or condition
contained  in any  material  bond,  debenture,  note or any  other  evidence  of
indebtedness or any material,  lease,  contract,  indenture,  mortgage,  deed of
trust,  security  agreement,  loan or credit agreement or any other agreement or
instrument to which the Company or any  Subsidiary is a party or by which any of
them is bound or to which any of the  property  or assets of the  Company or any
Subsidiary is subject, the result of which would have a Material Adverse Effect.
No  consent,  approval,  authorization  or  other  order  of,  or  registration,
qualification or filing with, any regulatory  body,  administrative  agency,  or
other  governmental  body in the United States is required for the execution and
delivery of this  Agreement and the valid  issuance and sale of the Shares to be
sold pursuant to the  Agreement,  other than such as have been made or obtained,
and except for any securities filings required to be made under federal or state
securities laws. The execution,  delivery and performance by the Company of this
Agreement  will not require from the Board of Directors or the  stockholders  of
the  Company  any consent or  approval  that has not been  validly and  lawfully
obtained. The Company is not subject to any restriction of any kind or character
which  prohibits the Company from entering into this  Agreement or would prevent
its  performance of or compliance  with all or any part of this Agreement or the
consummation of the transactions contemplated hereby or thereby.

          4.4  Capitalization.  The  capitalization  of the Company  consists of
100,000,000  shares of Common Stock, and 10,000,000 shares of preferred stock of
the  Company,  without par value (the  "Preferred  Stock"),  of which  1,235,000
shares have been  designated as Series A Preferred  Stock,  200,000  shares have
been  designated  as Series B  Preferred  Stock,  and  500,000  shares have been
designated  as Series C Preferred  Stock,  and the Company has no  authority  to
issue any other  capital  stock.  As of December 31, 1999,  5,828,784  shares of
Common Stock are issued and  outstanding,  692,694  shares of Series A Preferred
Stock are issued and  outstanding,  zero shares of Series B Preferred  Stock are
issued and  outstanding,  and  391,830  shares of Series C  Preferred  Stock are
issued and outstanding.  The Shares have been duly  authorized,  and when issued
and paid for in  accordance  with the  terms of the  Agreement  will be duly and
validly issued,  fully paid and  nonassessable,  free and clear of all Liens and
any other  restrictions,  and were not  issued in  violation  of any  preemptive
rights  or  similar  rights  to  subscribe  for  or  purchase  securities.   The
outstanding shares of capital stock of the Company have been duly authorized and
validly  issued and are fully paid and  nonassessable.  Except as  disclosed  in
Schedule  4.4, no  preemptive  right,  co-sale  right,  right of first  refusal,
registration  right, or other similar right exists with respect to the Shares or
the issuance  and sale  thereof.  No further  approval or  authorization  of any
stockholder, the Board of Directors of the Company or others is required for the
issuance and sale of the Shares.  Except as disclosed in Schedule 4.4, there are
no stockholders  agreements,  voting agreements or other similar agreements with
respect to the capital  stock of the Company to which the Company is a party or,
to  the  knowledge  of the  Company,  between  or  among  any  of the  Company's
stockholders.

          4.5 Legal  Proceedings.  There is no  material  legal or  governmental
proceeding pending or, to the knowledge of the Company,  threatened to which the
Company or any Subsidiary or any officer, director or key employee thereof is or
may be a party or to which  the  business  or  property  of the  Company  or any
Subsidiary is subject. After reasonable investigation, the Company


                                       4

***Confidential  treatment  has  been  requested  pursuant  to  Rule  406 of the
Securities Act of 1933, as amended.  Omitted portions have been filed separately
with the Securities and Exchange Commission.
<PAGE>

is not aware of any fact  which  might  result in or form the basis for any such
action, suit, arbitration,  investigation, inquiry or other proceeding, which if
adversely determined would have a Material Adverse Effect. The Company is not in
default  with  respect  to  any  order,  writ,  judgment,   injunction,  decree,
determination  or  award  of  any  court  or  of  any  governmental   agency  or
instrumentality (whether federal, state, local or foreign).

          4.6 No  Violations.  Neither  the  Company  nor any  Subsidiary  is in
violation  of its  charter,  bylaws,  or other  organizational  document,  or in
violation of any law, administrative regulation, ordinance or order of any court
or governmental agency, arbitration panel or authority applicable to the Company
or any Subsidiary,  which violation,  individually or in the aggregate, would be
reasonably likely to have a Material Adverse Effect, or is in default (and there
exists  no  condition  which,  with  the  passage  of time or  otherwise,  would
constitute a default) in any material  respect in the  performance  of any bond,
debenture,  note  or any  other  evidence  of  indebtedness  in  any  indenture,
mortgage,  deed of trust or any other material  agreement or instrument to which
the  Company  or any  Subsidiary  is a party  or by  which  the  Company  or any
Subsidiary is bound or by which the  properties of the Company or any Subsidiary
are bound,  which would be reasonably  likely to have a Material Adverse Effect.
To the  best  of  its  knowledge,  the  Company,  its  Subsidiaries,  and  their
respective  businesses,  properties and assets are in compliance in all material
respects with all applicable laws and regulations,  including without limitation
those relating to (a) health,  safety and employee relations,  (b) environmental
matters,  including  the  discharge of any  hazardous or  potentially  hazardous
materials into the environment,  and (c) the development,  commercialization and
sale of medical devices,  pharmaceutical and biotechnology  products,  including
all applicable regulations of the United States Food and Drug Administration and
comparable foreign regulatory authorities.

          4.7 Governmental  Permits, Etc. With the exception of the matters that
are dealt with  separately  under Sections 4.1, 4.14, 4.15 and 4.16, each of the
Company  and  its   Subsidiaries   has  all  necessary   franchises,   licenses,
certificates and other authorizations from any foreign,  federal, state or local
government  or  governmental  agency,  department,  or body  that are  currently
necessary for the operation of the business of the Company and its  Subsidiaries
as currently conducted,  except where the failure to currently possess could not
reasonably be expected to have a Material Adverse Effect.

          4.8   Intellectual   Property.   (i)  Each  of  the  Company  and  its
Subsidiaries  owns or possesses  sufficient  rights to use all  patents,  patent
rights  (including  patent  applications),   trademarks,  copyrights,  licenses,
inventions, trade secrets, trade names and know-how (collectively, "Intellectual
Property")  that are  necessary for the conduct of its business as now conducted
or as proposed to be conducted,  in each case free and clear of any right,  Lien
or claim of others,  except where the failure to currently  own or possess would
not  have  a  Material  Adverse  Effect,  and  none  of  the  Company's  or  any
Subsidiary's  rights  in or use of such  Intellectual  Property  has  been or is
currently  threatened to be challenged;  (ii) neither the Company nor any of its
Subsidiaries  has  received  any  notice  of,  or  has  any  knowledge  of,  any
infringement   of  asserted  rights  of  a  third  party  with  respect  to  any
Intellectual  Property  that,  individually  or in the  aggregate,  would have a
Material  Adverse  Effect;  and  (iii)  neither  the  Company  nor  any  of  its
Subsidiaries  has received any notice of any  infringement  of rights of a third
party with respect to any Intellectual Property that, individually or in the


                                       5

***Confidential  treatment  has  been  requested  pursuant  to  Rule  406 of the
Securities Act of 1933, as amended.  Omitted portions have been filed separately
with the Securities and Exchange Commission.
<PAGE>

aggregate, would have a Material Adverse Effect. Without limiting the foregoing,
the Company's  Subsidiary,  Bioject Inc., owns or possesses sufficient rights to
use all Intellectual Property necessary to make, have made, use, sell, offer for
sale and import a pre-filled needle-free injector system.

          4.9 Financial  Statements.  Included in the  Company's  Report on Form
10-Q for the  quarterly  period  ended  December  31, 1999 (the  "10-Q") are the
Company's  unaudited balance sheet (the "Balance Sheet") as of December 31, 1999
(the "Balance  Sheet Date"),  and the unaudited  statement of operations for the
nine-month  period then ended.  Included in the Company's  Annual Report on Form
10-K (the "10-K") for the annual  period ended March 31, 1999 are the  Company's
audited  balance sheet as of March 31, 1999 and audited  statement of operations
for the  twelve-month  period then  ended,  together  with the  related  opinion
thereon of Arthur Andersen LLP,  independent  certified public accountants.  The
foregoing  financial  statements  of the Company and the related  notes  present
fairly, in accordance with generally accepted accounting principles consistently
applied,  the financial  position of the Company and its  Subsidiaries as of the
dates  indicated,  and the  results  of its  operations  and cash  flows for the
periods  therein  specified,  subject in the case of the 10-Q to normal year-end
audit adjustments (which shall not be material in the aggregate) and the absence
of footnote disclosures. Such financial statements (including the related notes)
are in  accordance  with the  books and  records  of the  Company  and have been
prepared in accordance with generally accepted accounting  principles applied on
a consistent basis throughout the periods therein specified.

          4.10 Taxes.  For purposes of this  Agreement,  the term "Taxes"  shall
include all federal,  territorial,  state, foreign,  municipal and local income,
profits,  gross  receipts,  franchise,  sales,  use,  value  added,  occupation,
property,  excise, customs,  withholding,  unemployment,  worker's compensation,
social  security  and  other  taxes,  duties,  fees and  assessments  (including
interest and penalties).  As of the date of this Agreement, the Company and each
of  its  Subsidiaries  has  timely  filed  or  caused  to be  timely  filed  all
declarations,  reports and returns (collectively,  "Returns") for Taxes required
by law to be filed and all such returns for Taxes are complete and accurate. The
Company has paid,  caused to be paid,  or  reserved  against all Taxes which are
shown as due and payable on the Returns.  There are no claims pending or, to the
best knowledge of the Company, threatened against the Company or any Subsidiary,
for past due Taxes.

          4.11 Benefit Plans.  Except as disclosed in Schedule 4.11,  which sets
forth a true and accurate list and  description of any such plans  maintained or
sponsored  by  the  Company  or  to  which  the  Company  is  required  to  make
contributions,  the Company does not maintain,  sponsor, is not required to make
contributions  to or otherwise  have any liability  with respect to any pension,
profit sharing,  thrift or other retirement plan, employee stock ownership plan,
deferred compensation, stock ownership, stock purchase, performance share, bonus
or other incentive plan, health or group insurance plan,  welfare plan, or other
similar plan,  agreement,  policy or  understanding  (whether  written or oral),
whether or not such plan is intended to be qualified under Section 401(a) of the
Code,  within the  meaning of Section  3(3) of the  Employee  Retirement  Income
Security  Act of 1974,  as  amended,  which plan  covers any  employee or former
employee of the Company  (collectively,  "Employee Benefit Plans").  To the best
knowledge of the Company, all such Employee Benefit Plans are in compliance with
applicable law.


                                       6

***Confidential  treatment  has  been  requested  pursuant  to  Rule  406 of the
Securities Act of 1933, as amended.  Omitted portions have been filed separately
with the Securities and Exchange Commission.
<PAGE>

          4.12 Insurance.  The Company has and maintains adequate and sufficient
insurance,  including  liability,  casualty  and products  liability  insurance,
covering risks  associated with its business,  properties and assets,  including
insurance that is customary for companies similarly situated.

          4.13 No Material Adverse Change. Except as disclosed in Schedule 4.13,
since the Balance Sheet Date,  there has not been: (a) a material adverse change
in the business, properties,  condition (financial or otherwise),  operations or
prospects of the Company or any Subsidiary; (b) any damage, destruction or loss,
whether or not covered by  insurance,  materially  and  adversely  affecting the
business,  properties,   condition  (financial  or  otherwise),   operations  or
prospects of the Company or any Subsidiary;  (c) any declaration,  setting aside
or payment of any  dividend  or any  distribution  or payment  (whether in cash,
stock or  property)  in  respect  of the  capital  stock of the  Company  or any
Subsidiary,  or any redemption or other acquisition of such stock by the Company
or any Subsidiary; (d) any waiver by the Company or any Subsidiary of a valuable
right or of a material  debt owed to it; (e) any debt,  obligation  or liability
incurred, assumed or guaranteed by the Company or any Subsidiary,  except in the
ordinary course of business;  (f) any change in any material  agreement to which
the Company or any  Subsidiary  is a party or by which it is bound which has or,
so far as the Company may now foresee, in the future may have a Material Adverse
Effect; or (g) any change in the assets,  liabilities,  condition  (financial or
otherwise),  results or operations or prospects of the Company or any Subsidiary
from those  reflected  on the 10-Q,  except  changes in the  ordinary  course of
business that have not, individually or in the aggregate, had a Material Adverse
Effect.

          4.14  SEC  and  NASDAQ  Compliance.  The  Company's  Common  Stock  is
registered  pursuant to Section 12(g) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), and is listed on The Nasdaq Small Cap Market,  and
the  Company has taken no action  designed  to, or likely to have the effect of,
terminating  the  registration  of the Common  Stock under the  Exchange  Act or
de-listing  the Common  Stock from the Nasdaq Small Cap Market,  nor,  except as
disclosed on Schedule 4.14, has the Company received any  notification  that the
Securities and Exchange  Commission  (the "SEC") or the National  Association of
Securities Dealers, Inc. ("NASD") is contemplating terminating such registration
or listing.

          4.15  Reporting  Status.  The Company has filed in a timely manner all
documents  that the Company was  required to file under the  Exchange Act during
the twelve (12)  months  preceding  the date of this  Agreement.  The  following
documents  complied in all material  respects with the SEC's  requirements as of
their respective  filing dates, and the information  contained therein as of the
date thereof did not contain an untrue  statement of a material  fact or omit to
state a material  fact  required to be stated  therein or  necessary to make the
statements therein in light of the circumstances  under where they were made not
misleading:

               (a) the 10-K; and

               (b) the 10-Q; and


                                       7

***Confidential  treatment  has  been  requested  pursuant  to  Rule  406 of the
Securities Act of 1933, as amended.  Omitted portions have been filed separately
with the Securities and Exchange Commission.
<PAGE>

               (c) all other  documents,  if any,  filed by the Company with the
               SEC since March 31, 1999 pursuant to the  reporting  requirements
               of the Exchange Act.

          4.16 Listing.  The Company shall comply with all  requirements  of the
NASD with respect to the  issuance of the Shares and the listing  thereof on the
Nasdaq Small Cap Market.

          4.17 No Manipulation of Stock. The Company has not taken and will not,
in violation  of  applicable  law,  take,  any action  designed to or that might
reasonably be expected to cause or result in  stabilization  or  manipulation of
the price of the Common Stock to facilitate the sale or resale of the Shares.

          4.18  Registration  Rights.  Other than under  this  Agreement  and as
disclosed  on Schedule  4.4,  the  Company has not agreed to register  under the
Securities Act any of its authorized or outstanding securities.

          4.19 No  Brokers  or  Finders.  No Person  has,  or as a result of the
transactions contemplated herein will have, any right or valid claim against the
Company or the  Investor  for any  commission,  fee or other  compensation  as a
finder or broker, or in any similar capacity based upon obligations  incurred by
the Company.

          4.20 Disclosure. The information contained in this Agreement, in the
10-Q and the 10-K, and in any writing furnished pursuant hereto or in connection
herewith,  taken as a whole, is true, complete and correct, and does not contain
any untrue  statement  of a  material  fact or omit to state any  material  fact
required  to be stated  therein or herein or  necessary  to make the  statements
therein or herein, in light of the circumstances under which they were made, not
misleading.

     5. Representations, Warranties and Covenants of the Investor.

          5.1 Accredited Investor.  The Investor represents and warrants to, and
covenants  with, the Company that: (i) the Investor is an "accredited  investor"
as defined in  Regulation  D under the  Securities  Act and the Investor is also
knowledgeable, sophisticated and experienced in making, and is qualified to make
decisions  with  respect  to  investments  in shares  presenting  an  investment
decision like that involved in the purchase of the Shares;  (ii) the Investor is
acquiring  the Shares in the  ordinary  course of its  business  and for its own
account for investment only and with no present intention of distributing any of
such Shares or any arrangement or understanding with any other persons regarding
the  distribution  of such  Shares;  (iii) the  Investor  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, applicable state securities
laws and the respective rules and regulations promulgated  thereunder;  and (iv)
the  Investor  will  notify the  Company  promptly  of any change in any of such
information  until such time as the Investor has sold all of its Shares or until
the Company is no longer required to keep the Registration Statement (as defined
in Section 7.1) effective. Nothing contained in this Section 5.1 shall limit any
of the Company's  representations or warranties or limit the Investor's recourse
in respect thereof.


                                       8

***Confidential  treatment  has  been  requested  pursuant  to  Rule  406 of the
Securities Act of 1933, as amended.  Omitted portions have been filed separately
with the Securities and Exchange Commission.
<PAGE>

          5.2 Compliance  with  Prospectus  Delivery  Requirement.  The Investor
hereby  covenants  with the Company  not to make any sale of the Shares  without
complying with the provisions of this Agreement,  including  Section 7.2 hereof,
and without effectively  causing the prospectus  delivery  requirement under the
Securities  Act  to  be  satisfied,  and  the  Investor  acknowledges  that  the
certificates  evidencing  the  Shares  will  be  imprinted  with a  legend  that
prohibits   their  transfer  except  in  accordance   therewith.   The  Investor
acknowledges  that there may  occasionally be times when the Company  determines
that  it  must  suspend  the  use  of  the  Prospectus  forming  a  part  of the
Registration Statement, as set forth in Section 7.2(c).

          5.3 Due  Authorization.  The  Investor  has all  requisite  power  and
authority to execute,  deliver and perform its obligations under this Agreement,
and this Agreement has been duly  authorized and validly  executed and delivered
by the Investor and  constitutes the legal,  valid and binding  agreement of the
Investor  enforceable  against the Investor in  accordance  with its terms.  All
corporate acts and  proceedings  required for the  authorization,  execution and
delivery of this  Agreement  and the  performance  of this  Agreement  have been
lawfully and validly taken or will have been so taken prior to the Closing.

          5.4 No  Brokers  or  Finders.  No  Person  has,  or as a result of the
transactions contemplated herein will have, any right or valid claim against the
Company or the  Investor  for any  commission,  fee or other  compensation  as a
finder or broker, or in any similar capacity based upon obligations  incurred by
the Investor.

     6. Enforcement.

          6.1 Survival of Representations, Warranties, Covenants and Agreements.
Notwithstanding  any  investigation  made by any  party to this  Agreement,  all
covenants,  agreements,  representations  and warranties made by the Company and
the Investor herein shall survive the execution of this Agreement,  the delivery
to the Investor of the Shares being purchased and the payment therefor.

          6.2 Indemnification.

               (a) The Company hereby covenants and agrees to defend,  indemnify
and save and hold harmless the Investor, together with its officers,  directors,
shareholders,  employees,  attorneys  and  representatives  and each  Person who
controls Investor within the meaning of the Securities Act, from and against any
loss,  cost,  expense,  liability,  claim or legal damages  (including,  without
limitation,  reasonable  fees and  disbursements  of counsel and accountants and
other costs and  expenses  incident  to any actual or  threatened  claim,  suit,
action  or  proceeding,  and all  costs  of  investigation)  (collectively,  the
"Damages")  arising out of or resulting from (i) any inaccuracy in or breach of,
or failure to perform or  observe,  any  representation,  warranty,  covenant or
agreement  made by the Company in this  Agreement  or in any  writing  delivered
pursuant  to this  Agreement  or at the  Closing,  or (ii) any  claims  of third
parties claiming compensation,  commissions or expenses for services as a broker
or finder  based upon  obligations  incurred by the Company.  Damages  resulting
directly from the gross  negligence or willful  misconduct of Investor or any of
its respective


                                       9

***Confidential  treatment  has  been  requested  pursuant  to  Rule  406 of the
Securities Act of 1933, as amended.  Omitted portions have been filed separately
with the Securities and Exchange Commission.
<PAGE>

officers,  directors,  employees or any Person who controls  Investor within the
meaning of the Securities Act are not covered under this Section 6.2(a).

               (b) Investor hereby covenants and agrees to defend, indemnify and
save and hold  harmless  the Company,  together  with its  officers,  directors,
shareholders,  employees,  attorneys  and  representatives  and each  Person who
controls the Company within the meaning of the Securities  Act, from and against
any Damages arising out of or resulting from (i) any inaccuracy in or breach of,
or failure to perform or  observe,  any  representation,  warranty,  covenant or
agreement  made by the  Investor  in this  Agreement  or in any writing or other
agreement  delivered  pursuant  hereto,  or (ii) any  claims  of  third  parties
claiming  compensation,  commissions  or  expenses  for  services as a broker or
finder  based upon  obligations  incurred  by the  Investor.  Damages  resulting
directly from the gross  negligence or willful  misconduct of the Company or any
of its respective officers, directors,  employees or any Person who controls the
Company  within the meaning of the  Securities  Act are not  covered  under this
Section 6.2(b).

               (c) Each party  entitled  to be  indemnified  pursuant to Section
6.2(a) or 6.2(b)  (each,  an  "Indemnified  Party") shall notify the other party
(the  "Indemnifying  Party") in writing of any action  against such  Indemnified
Party in  respect  of which the  Indemnifying  Party is or may be  obligated  to
provide  indemnification on account of Section 6.2(a) or 6.2(b),  promptly after
the receipt of notice or knowledge of the commencement  thereof. The omission of
any  Indemnified  Party so to notify the  Indemnifying  Party of any such action
shall not relieve the Indemnifying Party from any liability which it may have to
such Indemnified  Party except to the extent the  Indemnifying  Party shall have
been  materially  prejudiced  by the  omission of such  Indemnified  Party so to
notify it,  pursuant to this  Section  6.2(c).  In case any such action shall be
brought against any Indemnified Party and it shall notify the Indemnifying Party
of the commencement  thereof, the Indemnifying Party shall be entitled to assume
the defense thereof,  with counsel  reasonable  satisfactory to such Indemnified
Party, and after notice from it to such Indemnified  Party of its election so to
assume the defense thereof,  the  Indemnifying  Party will not be liable to such
Indemnified  Party under Section 6.2(a) or 6.2(b) for any legal or other expense
subsequently  incurred by such Indemnified  Party in connection with the defense
thereof nor for any settlement  thereof  entered into without the consent of the
Indemnifying Party; provided,  however, that (i) if the Indemnifying Party shall
elect  not to  assume  the  defense  of  such  claim  or  action  or (ii) if the
Indemnified Party reasonably determines (x) that there may be a conflict between
the  positions  of  the  Indemnifying  Party  and of the  Indemnified  Party  in
defending such claim or action or (y) that there may be legal defenses available
to such  Indemnified  Party  different from or in addition to those available to
the Indemnifying Party, then separate counsel for the Indemnified Party shall be
entitled  to  participate  in and conduct  the  defense,  in the case of (i) and
(ii)(x),  or  such  different  defenses,   in  the  case  of  (ii)(y),  and  the
Indemnifying  Party shall be liable for any  reasonable  legal or other expenses
incurred by the Indemnified Party in connection with the defense.

               (d) Neither the Indemnified Party nor the Indemnifying  Party may
concede,  settle or compromise any action contemplated by Section 6.2(c) without
the consent of the other party, which consent will not be unreasonably  withheld
or  delayed in light of all  factors  of  importance  to such  party;  provided,
however,  that if the Indemnified  Party shall fail to consent to the settlement
of any action where (i) such settlement includes an unconditional release of all
actions


                                       10

***Confidential  treatment  has  been  requested  pursuant  to  Rule  406 of the
Securities Act of 1933, as amended.  Omitted portions have been filed separately
with the Securities and Exchange Commission.
<PAGE>

against  the  Indemnified  Party  and  requires  no  payment  on the part of the
Indemnified  Party to the claimant or any other party, (ii) such settlement does
not require any action on the part of the Indemnified  Party and does not impose
terms restricting or adversely affecting the Indemnified  Party's activity,  and
(iii)  the  claimant  has  affirmatively  indicated  that  it will  accept  such
settlement,  then the Indemnifying Party shall have no liability with respect to
any  payment  to be made in  respect  of such  action in excess of the  proposed
settlement amount.

               (e) The foregoing indemnification  provisions are in addition to,
and not in derogation  of, any  statutory,  equitable or  common-law  remedy any
party may have for breach of representation, warranty, covenant or agreement, or
otherwise.

          6.3  Injunctive  Relief.  (a) Any  party  may  bring  a claim  seeking
specific  performance  by way of  injunctive  relief before a court of competent
jurisdiction  in accordance  with Section 9.3 to enforce the  provisions of this
Agreement,  and (b) in the event of any breach by either party of Section  9.10,
the  other  party  may  seek  injunctive   relief  from  a  court  of  competent
jurisdiction to restrain any such breach.

          6.4 No Implied Waiver. Except as expressly provided in this Agreement,
no course of dealing between the Company and Investor and no delay in exercising
any such right, power or remedy conferred hereby or now or hereafter existing at
law in  equity,  by  statute  or  otherwise,  shall  operate  as a waiver of, or
otherwise prejudice, any such right, power or remedy.

     7. Registration of the Shares; Compliance with the Securities Act.

          7.1 Registration Procedures and Expenses. The Company shall:

               (a) use its  efforts  to  prepare  and file with the SEC,  within
twenty  (20)  days  after  the  Closing  Date,  a  registration  statement  (the
"Registration  Statement")  to enable the  resale of the Shares by the  Investor
from time to time through the automated quotation system of the Nasdaq Small Cap
Market or in privately-negotiated transactions;

               (b) use its best efforts to cause the  Registration  Statement to
become effective within *** (***) days after the Registration Statement is filed
by the Company;

               (c) use its best  efforts to  prepare  and file with the SEC such
amendments and supplements to the Registration Statement and any prospectus used
in  connection  therewith  (a  "Prospectus")  as may be  necessary  to keep  the
Registration  Statement  current and effective for a period not exceeding,  with
respect to the Shares,  the earlier of (i) the second anniversary of the Closing
Date,  (ii) the date on which the  Investor may sell all Shares then held by the
Investor  without  restriction  by the volume  limitations of Rule 144(e) of the
Securities  Act, or (iii) such time as all Shares have been sold pursuant to the
Registration Statement;

               (d) furnish to the Investor with respect to the Shares registered
under the  Registration  Statement  such  number  of copies of the  Registration
Statement,  Prospectuses  and  Preliminary  Prospectuses  in conformity with the
requirements of the Securities Act and such other


                                       11

***Confidential  treatment  has  been  requested  pursuant  to  Rule  406 of the
Securities Act of 1933, as amended.  Omitted portions have been filed separately
with the Securities and Exchange Commission.
<PAGE>

documents as the Investor may  reasonably  request,  in order to facilitate  the
public sale or other Disposition of all or any of the Shares by the Investor;

               (e) file documents required of the Company for blue sky clearance
in states  specified in writing by the  Investor;  provided,  however,  that 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;

               (f) bear all  expenses  in  connection  with  the  procedures  in
paragraph (a) through (e) of this Section 7.1 and the registration of the Shares
pursuant to the Registration Statement; and

               (g) advise the Investor,  promptly  after it shall receive notice
or obtain  knowledge  of the  issuance of any stop order by the SEC  delaying or
suspending the effectiveness of the Registration  Statement or of the initiation
or threat of any proceeding for that purpose;  and it will promptly use its best
efforts to prevent the issuance of any stop order or to obtain its withdrawal at
the earliest possible moment if such stop order should be issued.

          The  Company   understands  that  the  Investor   disclaims  being  an
underwriter,  but the Investor  being deemed an underwriter by the SEC shall not
relieve the Company of any obligations it has hereunder;  provided, however that
if the Company receives notification from the SEC that the Investor is deemed an
underwriter,  then the ninety day period  provided  in Section  7.1(b)  shall be
extended to the earlier of (i) the *** (***) day after such SEC notification, or
(ii) *** (***) days after the initial filing of the Registration  Statement with
the SEC.

          7.2 Transfer of Shares After Registration; Suspension.

               (a) The  Investor  agrees  that  it will  not  effect  any  sale,
assignment  or other  transfer (a  "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 7.1 and as  described  below,  and that it will  promptly  notify the
Company  of any  changes  in  the  information  set  forth  in the  Registration
Statement regarding the Investor or its plan of distribution.

               (b) Except in the event that  paragraph  (c) below  applies,  the
Company  shall (i) if deemed  necessary by the  Investor,  prepare and file from
time to  time  with  the  SEC a  post-effective  amendment  to the  Registration
Statement or a supplement to the related Prospectus or a supplement or amendment
to any document  incorporated  therein by  reference or file any other  required
document  (A) so that such  Registration  Statement  will not  contain an untrue
statement  of a material  fact or omit to state a material  fact  required to be
stated therein or necessary to make the statements  therein not misleading,  and
so that,  as  thereafter  delivered  to  purchasers  of the  Shares  being  sold
thereunder,  such Prospectus will not contain an untrue  statement of a material
fact or omit to state a material fact required to be stated therein or necessary
to make the statements  therein,  in light of the circumstances under which they
were made, not misleading or (B) to revise or amend the plan of  distribution of
the Shares as requested by Investor; (ii) provide the Investor copies of any


                                       12

***Confidential  treatment  has  been  requested  pursuant  to  Rule  406 of the
Securities Act of 1933, as amended.  Omitted portions have been filed separately
with the Securities and Exchange Commission.
<PAGE>

documents  filed pursuant to Section  7.2(b)(i);  and (iii) inform each Investor
that the Company has complied  with its  obligations  in Section  7.2(b)(i)  (or
that, if the Company has filed a  post-effective  amendment to the  Registration
Statement which has not yet been declared effective, the Company will notify the
Investor  to that  effect,  will  use  its  reasonable  efforts  to  secure  the
effectiveness of such post-effective  amendment as promptly as possible and will
promptly  notify the  Investor  pursuant  to Section  7.2(b)(i)  hereof when the
amendment has become effective).

               (c)  Subject  to  paragraph  (d)  below,  in the event (i) of any
request by the SEC or any other federal or state  governmental  authority during
the period of  effectiveness  of the  Registration  Statement for  amendments or
supplements to a Registration  Statement or related Prospectus or for additional
information;  (ii) of the  issuance  by the SEC or any  other  federal  or state
governmental  authority  of any stop order  suspending  the  effectiveness  of a
Registration  Statement or the initiation of any  proceedings  for that purpose;
(iii) of the  receipt by the  Company of any  notification  with  respect to the
suspension of the  qualification  or exemption from  qualification of any of the
Shares for sale in any  jurisdiction  or the  initiation or  threatening  of any
proceeding for such purpose;  or (iv) of any event or circumstance  which,  upon
the  advice  of its  counsel,  necessitates  the  making of any  changes  in the
Registration Statement or Prospectus,  or any document incorporated or deemed to
be incorporated  therein by reference,  so that, in the case of the Registration
Statement,  it will not contain any untrue  statement of a material  fact or any
omission to state a material fact required to be stated  therein or necessary to
make  the  statements  therein  not  misleading,  and  that  in the  case of the
Prospectus,  it will not contain any untrue  statement of a material fact or any
omission to state a material fact required to be stated  therein or necessary to
make the statements  therein, in the light of the circumstances under which they
were made,  not  misleading;  then the Company shall  deliver a  certificate  in
writing to the Investor (the "Suspension Notice") to the effect of the foregoing
and,  upon receipt of such  Suspension  Notice,  the Investor  will refrain from
selling any Shares pursuant to the Registration Statement (a "Suspension") until
the  Investor's  receipt  of  copies of a  supplemented  or  amended  Prospectus
prepared  and filed by the  Company,  or until it is  advised  in writing by the
Company that the current  Prospectus may be used, and has received copies of any
additional or supplemental  filings that are incorporated or deemed incorporated
by reference in any such Prospectus. In the event of any Suspension, the Company
will use its best efforts to cause the use of the  Prospectus so suspended to be
resumed as soon as  reasonably  practicable,  and in any event not more than ***
(***) days after the delivery of a Suspension Notice to the Investor;  provided,
however,  that  the  Company  shall  not be  required  to  amend a  Registration
Statement or supplement a Prospectus  for a period of up to *** (***) days after
delivery  of a  Suspension  Notice to the  Investor  if the  Company's  Board of
Directors determines in good faith that do so would be seriously  detrimental to
*** involving  the Company,  it being  understood  that the period for which the
Company is obligated to keep the Registration  Statement effective under Section
7.1(c)  shall be  extended  for a number of days equal to the number of days the
Company delays amendment or supplement pursuant to this provision; provided that
the Company  shall be able to delay  amendment  or  supplement  pursuant to this
provision  only once.  In addition to and without  limiting  any other  remedies
(including,  without limitation, at law or at equity) available to the Investor,
the Investor shall be entitled to ***.

               (d) Provided that a Suspension is not then in effect the Investor
may sell Shares under the Registration Statement,  provided that it arranges for
delivery of a current


                                       13

***Confidential  treatment  has  been  requested  pursuant  to  Rule  406 of the
Securities Act of 1933, as amended.  Omitted portions have been filed separately
with the Securities and Exchange Commission.
<PAGE>

Prospectus to the  transferee of such Shares or sells the Shares  pursuant to an
exemption  under the  Securities  Act. Upon receipt of a request  therefor,  the
Company  agrees to provide an  adequate  number of current  Prospectuses  to the
Investor and to supply copies to any other parties requiring such Prospectuses.

          7.3 Indemnification. For the purpose of this Section 7.3:

          (i) the term "Selling  Stockholder" shall include the Investor and any
Person  controlling,  controlled  by or under common  control with  Investor (an
"Affiliate");

          (ii)  the  term  "Registration  Statement"  shall  include  any  final
Prospectus,  exhibit,  supplement  or  amendment  included in or relating to the
Registration Statement referred to in Section 7.1; and

          (iii) the term "untrue  statement"  shall include any untrue statement
or alleged untrue statement, or any omission or alleged omission to state in the
Registration  Statement  a  material  fact  required  to be  stated  therein  or
necessary  to make the  statements  therein,  in the light of the  circumstances
under which they were made, not misleading.

               (a) The  Company  agrees  to  indemnify  and hold  harmless  each
Selling Stockholder from and against any losses,  claims, damages or liabilities
to which such Selling  Stockholder  may become subject (under the Securities Act
or otherwise) insofar as such losses, claims, damages or liabilities (or actions
or  proceedings  in  respect  thereof)  arise out of, or are based  upon (i) any
untrue statement of a material fact contained in the Registration  Statement, or
(ii) any  failure by the  Company to fulfill  any  undertaking  included  in the
Registration Statement,  and the Company will reimburse such Selling Stockholder
for any reasonable legal or other expenses reasonably incurred in investigating,
defending  or  preparing  to defend any such  action,  proceeding  or claim,  or
preparing to defend any such action,  proceeding  or claim;  provided,  however,
that the  Company  shall not be liable in any such case to the extent  that such
loss,  claim,  damage or  liability  arises out of, or is based upon,  an untrue
statement  made in such  Registration  Statement in reliance  upon and in strict
conformity with written information  furnished to the Company by or on behalf of
such Selling Stockholder specifically for use in preparation of the Registration
Statement.

               (b) The  Investor  agrees  to  indemnify  and hold  harmless  the
Company (and each person, if any, who controls the Company within the meaning of
Section 15 of the  Securities  Act,  each  officer of the  Company who signs the
Registration  Statement  and each  director of the Company) from and against any
losses,  claims,  damages  or  liabilities  to which  the  Company  (or any such
officer,   director  or  controlling  person)  may  become  subject  (under  the
Securities  Act or  otherwise),  insofar  as such  losses,  claims,  damages  or
liabilities (or actions or proceedings in respect  thereof) arise out of, or are
based  upon,  any  untrue   statement  of  a  material  fact  contained  in  the
Registration Statement if such untrue statement was made in reliance upon and in
strict  conformity  with  written  information  furnished by or on behalf of the
Investor specifically for use in preparation of the Registration Statement,  and
the  Investor  will  reimburse  the  Company  (or  such  officer,   director  or
controlling  person),  as the case  may be,  for any  legal  or  other  expenses
reasonably incurred in investigating,  defending or preparing to defend any such
action, proceeding or claim; provided that


                                       14

***Confidential  treatment  has  been  requested  pursuant  to  Rule  406 of the
Securities Act of 1933, as amended.  Omitted portions have been filed separately
with the Securities and Exchange Commission.
<PAGE>


the  Investor's  obligation to indemnify the Company shall be limited to the net
amount received by the Investor from the sale of the Shares sold by the Investor
pursuant to the Registration Statement.

               (c) Promptly after receipt by any indemnified  person of a notice
of a claim or the beginning of any action in respect of which indemnity is to be
sought  against an  indemnifying  person  pursuant  to this  Section  7.3,  such
indemnified person shall notify the indemnifying person in writing of such claim
or of the  commencement  of such  action,  but the  omission  to so  notify  the
indemnifying  party will not relieve it from any liability  which it may have to
any  indemnified  party  under this  Section 7.3 (except to the extent that such
omission  materially and adversely  affects the indemnifying  party's ability to
defend such action) or from any liability otherwise than under this Section 7.3.
Subject to the provisions  hereinafter  stated, in case any such action shall be
brought against an indemnified person, the indemnifying person shall be entitled
to participate therein, and, to the extent that it shall elect by written notice
delivered to the indemnified party promptly after receiving the aforesaid notice
from such  indemnified  party,  shall be entitled to assume the defense thereof,
with counsel reasonably  satisfactory to such indemnified  person.  After notice
from the  indemnifying  person to such  indemnified  person of its  election  to
assume the defense thereof, such indemnifying person shall not be liable to such
indemnified  person  for  any  legal  expenses  subsequently  incurred  by  such
indemnified  person in connection with the defense thereof;  provided,  however,
that if there  exists or shall exist a conflict  of interest  that would make it
inappropriate, in the opinion of counsel to the indemnified person, for the same
counsel to represent both the indemnified person and such indemnifying person or
any affiliate or associate thereof,  the indemnified person shall be entitled to
retain its own counsel at the expense of such indemnifying person, so long as no
indemnifying  person is  responsible  for the fees and expenses of more than one
separate counsel for all indemnified parties. In no event shall any indemnifying
person be liable in  respect of any  amounts  paid in  settlement  of any action
unless the indemnifying person shall have approved the terms of such settlement;
provided that such consent shall not be unreasonably  withheld.  No indemnifying
person  shall,  without the prior  written  consent of the  indemnified  person,
effect any  settlement  of any pending or  threatened  proceeding  in respect of
which any indemnified  person is or could have been a party and  indemnification
could  have been  sought  hereunder  by such  indemnified  person,  unless  such
settlement includes an unconditional release of such indemnified person from all
liability on claims that are the subject matter of such proceeding.

               (d) If the  indemnification  provided  for in this Section 7.3 is
unavailable  to or  insufficient  to hold  harmless an  indemnified  party under
subsection  (a) or (b)  above in  respect  of any  losses,  claims,  damages  or
liabilities (or actions or proceedings in respect thereof)  referred to therein,
then each  indemnifying  party shall contribute to the amount paid or payable by
such  indemnified  party  as  a  result  of  such  losses,  claims,  damages  or
liabilities (or actions in respect thereof) in such proportion as is appropriate
to reflect the relative fault of the Company on the one hand and the Investor on
the other in connection  with the statements or omissions or other matters which
resulted in such losses,  claims,  damages or liabilities (or actions in respect
thereof), as well as any other relevant equitable  considerations.  The relative
fault shall be determined by reference to, among other things, in the case of an
untrue statement,  whether the untrue statement relates to information  supplied
by the  Company on the one hand or the  Investor  on the other and the  parties'
relative intent, knowledge,  access to information and opportunity to correct or
prevent  such untrue  statement.  The amount  paid or payable by an  indemnified
party as a result of the losses, claims,


                                       15

***Confidential  treatment  has  been  requested  pursuant  to  Rule  406 of the
Securities Act of 1933, as amended.  Omitted portions have been filed separately
with the Securities and Exchange Commission.
<PAGE>

damages or liabilities (or actions in respect thereof) referred to above in this
subsection (d) shall be deemed to include any legal or other expenses reasonably
incurred by such indemnified party in connection with investigating or defending
any such action or claim. Notwithstanding the provisions of this subsection (d),
the  Investor  shall not be required to  contribute  any amount in excess of the
amount by which the net amount  received  by the  Investor  from the sale of the
Shares to which such loss  relates  exceeds the amount of any damages  which the
Investor has otherwise been required to pay by reason of such untrue  statement.
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.

               (e) The parties to this Agreement  hereby  acknowledge  that they
are  sophisticated  business  persons who were represented by counsel during the
negotiations regarding the provisions hereof including,  without limitation, the
provisions  of  this  Section  7.3,  and  are  fully  informed   regarding  said
provisions.  They further  acknowledge  that the  provisions of this Section 7.3
fairly  allocate the risks in light of the ability of the parties to investigate
the Company and its business in order to assure that adequate disclosure is made
in the  Registration  Statement as required by the Act and the Exchange Act. The
parties are advised that federal or state public  policy as  interpreted  by the
courts in certain  jurisdictions may be contrary to certain of the provisions of
this Section 7.3, and the parties hereto hereby  expressly  waive and relinquish
any right or ability to assert such public  policy as a defense to a claim under
this Section 7.3 and further agree not to attempt to assert any such defense.

          7.4  Termination  of  Conditions  and   Obligations.   The  conditions
precedent imposed by Section 5 or this Section 7 upon the transferability of the
Shares shall cease and terminate as to any particular  number of the Shares when
such  Shares  shall  have  been  effectively  registered  for  resale  under the
Securities Act and sold or otherwise disposed of in accordance with the intended
method of  Disposition  set forth in the  Registration  Statement  covering such
Shares or at such time as an opinion of counsel  satisfactory  to the Company in
its  reasonable  judgment  shall  have been  rendered  to the  effect  that such
conditions are not necessary in order to comply with the Securities Act.

          7.5 Information  Available.  So long as the Registration  Statement is
effective covering the resale of Shares owned by the Investor,  the Company will
furnish to the Investor:

               (a) as soon as practicable after it is available, one copy of (i)
its Annual Report to Stockholders (which Annual Report is mailed to shareholders
with the Company's Form 10-K, which shall contain financial  statements  audited
in accordance with generally accepted  accounting  principles by a national firm
of certified public accountants),  (ii) its Annual Report on Form 10-K and (iii)
its  Quarterly  Reports on Form 10-Q (the  foregoing,  in each  case,  including
exhibits); and

               (b) an adequate number of copies of the Prospectuses to supply to
any  other  party  requiring  such  Prospectuses;  and  the  Company,  upon  the
reasonable  request  of  the  Investor,   will  meet  with  the  Investor  or  a
representative  thereof at the Company's headquarters to discuss all information
relevant for disclosure in the Registration Statement covering the Shares and


                                       16

***Confidential  treatment  has  been  requested  pursuant  to  Rule  406 of the
Securities Act of 1933, as amended.  Omitted portions have been filed separately
with the Securities and Exchange Commission.
<PAGE>

will otherwise  cooperate with the Investor  conducting an investigation for the
purpose of reducing or eliminating  the Investor's  exposure to liability  under
the Securities  Act,  including the reasonable  production of information at the
Company's headquarters.

          7.6 ***.  Except as  otherwise  set  forth in this  Section  7.6,  the
Investor agrees not to *** for a *** of (a) *** following the *** or (b) the ***
to *** (as defined therein) in accordance with the provisions of the License and
Development  Agreement.   Notwithstanding  the  foregoing,  there  shall  be  no
restriction on any *** by the Investor: (i) to any ***; provided,  however, that
this  Agreement  shall be ***; (ii) which has been ***; (iii) pursuant to a ***;
(iv)  pursuant to a *** to which the Company is a party;  (v) in a ***or ***; or
(vi) pursuant to ***.

          7.7 Other Registration  Rights.  Except as provided in Section 7.4, so
long as the  Investor  or any of its  Affiliates  owns  any of the  Shares,  the
Company will not grant to any Person the right to request to register any equity
securities of the Company, or any securities convertible or exchangeable into or
exercisable  for such  securities,  which  *** with the ***,  without  the prior
written consent of the Investor. Notwithstanding the foregoing, it is understood
that the Company may grant rights to other Persons to (a)  participate in *** so
long as such rights are *** and ***,  and (b) request  registrations  so long as
the Investor is entitled to participate in any such registrations ***.

     8.  Notices.  All  notices,  requests,  consents  and other  communications
hereunder  shall be in writing,  shall be mailed (a) if within  domestic  United
States by first-class  registered or certified airmail, or nationally recognized
overnight express courier, postage prepaid, or by facsimile, or (b) if delivered
from outside the United States,  by International  Federal Express or facsimile,
and  shall be  deemed  given  (i) if  delivered  by  first-class  registered  or
certified mail domestic,  three business days after so mailed, (ii) if delivered
by nationally  recognized  overnight carrier,  one business day after so mailed,
(iii) if delivered by International  Federal Express, two business days after so
mailed,  (iv) if delivered by facsimile,  upon electric  confirmation of receipt
and shall be delivered as addressed as follows:

          (a) if to the Company, to:

                  Bioject Medical Technologies, Inc.
                  7620 S.W. Bridgeport Road
                  Portland, Oregon  97224
                  Attn: James O'Shea, Chairman, President
                         and Chief Executive Officer
                  Facsimile:  (503) 620-6431

              with a copy to:

                  Dorsey & Whitney LLP
                  US Bank Building Center
                  1420 5th Avenue, Suite 400
                  Seattle, WA  98101
                  Attn:  Kimberley R. Anderson, Esq.
                  Facsimile:  (206) 903-8800


                                       17

***Confidential  treatment  has  been  requested  pursuant  to  Rule  406 of the
Securities Act of 1933, as amended.  Omitted portions have been filed separately
with the Securities and Exchange Commission.
<PAGE>

          (b) if to the Investor, to:

                  Amgen Inc.
                  One Amgen Center Drive
                  Thousand Oaks, California  91320-1789
                  Attn: General Counsel, Senior Vice President,
                        Corporate Development and Corporate Secretary
                  Facsimile:  (805) 499-8011

     9. Miscellaneous.

          9.1  No  Waiver.  Failure  by  either  party  to  insist  upon  strict
observance  of or compliance  with any of the terms of this  Agreement in one or
more  instances  shall not be deemed to be a waiver of its rights to insist upon
such  observance of  compliance  with the other terms hereof nor any waiver with
respect to any subsequent  failures to observe compliance with such terms in the
future.

          9.2 Assignment.  Neither this Agreement nor any interest herein may be
assigned by either party hereto  without the written  consent of the other party
hereto,  except  that  Investor  may assign all of its rights  hereunder  to any
Affiliate of Investor. Subject to the foregoing, all the terms and provisions of
this  Agreement  shall be  binding  upon  and  inure  to the  benefit  of and be
enforceable  by the  respective  successors  and assigns of the parties  hereto,
whether so expressed or not. Subject to the immediately preceding sentence, this
Agreement  shall not run to the benefit of or be enforceable by any Person other
than a party to this Agreement and its  successors and assigns.  The Company may
not assign this  Agreement  without the prior  written  consent of the Investor,
which may be withheld in the Investor's sole discretion. This Agreement shall be
binding  upon and inure to the  benefit of the  parties,  their  successors  and
permitted assigns.

          9.3 Governing  Law;  Jurisdiction.  This  Agreement is governed by the
laws of the State of  California,  without regard to its principles of conflicts
of law. Each of the parties hereby submits to the exclusive  jurisdiction of the
courts  of  California,  both  state  and  federal,  for any  actions,  suits or
proceedings  arising out of or relating to this  Agreement and the  transactions
contemplated  hereby, and each party agrees not to commence any action,  suit or
proceeding relating thereto except in such courts.

          9.4 Further  Actions.  The parties agree to execute,  acknowledge  and
deliver such further instruments and to do all such other incidental acts as may
be reasonably  necessary or  appropriate  to carry out the purpose and intent of
this Agreement.

          9.5  Severability.  In the event any one or more of the  provisions of
this  Agreement  should for any reason be held by any court or authority  having
jurisdiction over either of the parties or this Agreement to be invalid, illegal
or  unenforceable,  such provision or provisions shall be validly reformed so as
to as  nearly  approximate  the  intent  of  the  parties  as  possible  or,  if
unreformable,  shall be divisible and deleted in such  jurisdiction;  elsewhere,
this Agreement shall not be affected.


                                       18

***Confidential  treatment  has  been  requested  pursuant  to  Rule  406 of the
Securities Act of 1933, as amended.  Omitted portions have been filed separately
with the Securities and Exchange Commission.
<PAGE>

          9.6 Captions. The Parties agree that the headings in the Agreement are
used for the  convenience of the Parties only and are not intended to be used in
the interpretation of this Agreement.

          9.7 Entire Agreement. This Agreement, including the Exhibits and other
documents  provided  for herein and  contemplated  hereby,  contains  the entire
understanding  between  the  parties  hereto in  respect of the  subject  matter
contained   herein  and   supersedes  all  prior   agreements,   understandings,
representations  and  communications,  whether  written or oral.  This Agreement
shall not be amended or supplemented  except in a written document duly executed
by a duly authorized representative of each party.

          9.8  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  hereto  and
delivered to the other parties.

          9.9 Rule 144.  The  Company  covenants  that it will file the  reports
required to be filed by it under the Securities Act and the Exchange Act and the
rules and  regulations  adopted by the SEC thereunder (or, if the Company is not
required to file such  reports,  it will,  upon the request of the Investor made
after the first  anniversary of the Closing Date,  make publicly  available such
information  as  necessary  to  permit  sales  pursuant  to Rule 144  under  the
Securities  Act),  and it will take such  further  action  as the  Investor  may
reasonably  request,  all to the extent required from time to time to enable the
Investor to sell  Shares  purchased  hereunder  without  registration  under the
Securities Act within the limitation of the exemptions  provided by (a) Rule 144
under the Securities  Act, as such Rule may be amended from time to time, or (b)
any similar rule or regulation hereafter adopted by the SEC. Upon the request of
the Investor,  the Company will deliver to such holder a written statement as to
whether it has complied with such information and requirements.

          9.10 Public  Announcements.  Subject to Section  9.11,  neither  party
shall issue a press release or make any other  disclosure of the existence of or
the  terms  of this  Agreement  to any  Person,  or  otherwise  use the  name or
trademarks or products of the other party or the names of any employees thereof,
without the prior  approval  of such press  release or  disclosure  by the other
party hereto.

          9.11 Required Disclosure.  If in the reasonable opinion of any party's
counsel (which may include such party's internal counsel), a disclosure which is
subject to Section  9.10 shall be required by law,  regulation  or court  order,
including without  limitation in a filing with the SEC or the United States Food
and Drug  Administration,  then the disclosing party shall provide copies of the
disclosure  reasonably  in advance of such  filing or other  disclosure  for the
nondisclosing  party's  prior review and comment,  and the  nondisclosing  party
shall provide its comments, if any, on such announcement as soon as practicable.


                                       19

***Confidential  treatment  has  been  requested  pursuant  to  Rule  406 of the
Securities Act of 1933, as amended.  Omitted portions have been filed separately
with the Securities and Exchange Commission.
<PAGE>

     IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first written above.

AMGEN INC.

By: /s/ Gordon M. Binder
    ------------------------------------
    Gordon M. Binder
    Chairman of the Board and Chief Executive Officer



BIOJECT MEDICAL TECHNOLOGIES, INC.

By: /s/ James C. O'Shea
    ------------------------------------
    James C. O'Shea
    President and Chief Executive Officer












***Confidential  treatment  has  been  requested  pursuant  to  Rule  406 of the
Securities Act of 1933, as amended.  Omitted portions have been filed separately
with the Securities and Exchange Commission.