LICENSE AND TECHNOLOGY TRANSFER AGREEMENT

     THIS AGREEMENT (the "Agreement") dated as of March 1, 2002 is by and
between HAEMACURE CORPORATION, a corporation organized and existing under the
laws of Quebec, Canada having its main office at 2001 University Street, Suite
430, Montreal, Canada 43A2AG, (hereinafter referred to as "HAE") and ZLB
BIOPLASMA AG, a wholly-owned subsidiary of CSL Limited, and a corporation
organized and existing under the laws of Switzerland, having its main office and
place of business at Wankdorfstrasse 10, of 3000 Bern 22, (hereinafter referred
to as "ZLB Bioplasma"), (HAE and ZLB Bioplasma are hereinafter jointly referred
to as "the Parties").

                                    RECITALS:

     WHEREAS, HAE and ZLB Central Laboratory Blood Transfusion Service SRC
(hereinafter referred to as "ZLB Foundation") entered into a License Agreement
and a Supply Agreement (the "1999 Agreements"), both dated June 15, 1999;

     WHEREAS, ZLB Foundation and ZLB Bioplasma entered into an asset purchase
agreement dated June 6, 2000 in which ZLB Bioplasma acquired from ZLB Foundation
all assets and liabilities related to ZLB Foundation's plasma products business,
including but not limited to, the obligations assumed by ZLB Bioplasma under the
1999 Agreements;

     WHEREAS, the Parties have terminated the 1999 Agreements; and

     WHEREAS, in return for the royalty payments described herein, ZLB Bioplasma
agrees to (i) transfer to HAE all ZLB Bioplasma rights and assets relating
solely to the Products or the HMN Project (as hereinafter defined); (ii) license
to HAE any ZLB Technology (as hereinafter defined) relating to the Products; and
(iii) make certain milestone payments based on HAE's progress to license a
Product.

                                   AGREEMENT:

     NOW, THEREFORE, in consideration of premises and covenants hereinafter set
forth, the parties hereto agree as follows:

1.   DEFINITIONS

     As used in this Agreement, the following terms have the following meanings
respectively;

     1.1  "Products" shall mean any product consisting of one or both of two
          components (a) Fibrinogen (and all associated proteins, including
          Factor XIII and Fibronectin), whether in liquid or lyophilized form,
          isolated by repeated salt precipitation in the presence of
          amino-6-hexanoic acid, the latter being used to prevent co-precipation
          of plasminogen (b) Thrombin, whether in liquid or lyophilized form,
          with any associated components, as isolated by ion-exchange
          chromatography over a sulpho-alkyl group - containing gel, weight
          elution of the protein by acetate buffer, including

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          any improvements thereof developed between HAE and ZLB Bioplasma or
          between HAE and ZLB Foundation.

     1.2  "Device" means any accessory, applicator, device or other means for
          reconstitution and/or application of the Products, but specifically
          excluding the bandage falling within the scope of patents applied for
          or granted to the American Red Cross.

     1.3  "Effective Date" shall mean the day beginning 12:01 am EST, March 8,
          2002.

     1.4  "HMN Project" shall mean the work conducted by ZLB Foundation and ZLB
          Bioplasma on their own or in conjunction with HAE for the research,
          development, facility design, pre-clinical studies, clinical trials
          and registration of the Products.

     1.5  "Initial Products" shall mean any product consisting of two components
          (a) Fibrinogen (and all associated proteins, including Factor XIII and
          Fibronectin) in lyophilised form isolated by repeated salt
          precipitation in the presence of amino-6-hexanoic acid, the latter
          being used to prevent co-precipation of plasminogen and (b) Thrombin
          in lyophilised form with any associated components, as isolated by
          ion-exchange chromatography over a sulpho-alkyl group - containing
          gel, weight elution of the protein by acetate buffer.

     1.6  "Net Sales" means the gross amount invoiced or otherwise charged by
          HAE for the sale or other disposition of Initial Products to third
          parties, less the following deductions (to the extent not recovered or
          recoverable from any person): (a) trade and/or quantity discounts
          actually allowed and taken in amounts as are customary in the trade,
          (b) sales and other excise taxes and customs duties charged, absorbed
          or allowed, (c) transportation, postage and insurance costs, (d)
          amounts repaid, credited or allowed by reason of rejection, defects or
          returns; and (e) amounts allocated for any Device sold with the
          Initial Products as based on its sales price if sold separately.

     1.7  "ZLB Technology" shall mean all of ZLB Bioplasma's rights and other
          assets used, owned or controlled by ZLB Bioplasma relating directly to
          the research, development, manufacture, use, registration, and/or sale
          of the Products or Devices as of the Effective Date of this Agreement
          including, without limitation, all conceptions, innovations,
          inventions, formulations, trade secrets, know-how, specifications
          (chromatography parameters and the like), designs, drawings,
          processes, pre-clinical and clinical data, dossiers, SOP manuals,
          pharmacological, clinical, and medical data, health registration data,
          production information, manufacturing information, testing and quality
          control data, research materials, software, code, copyrights,
          information stored in management information systems (and

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          specifications sufficient for HAE to use such information), all
          information in the possession of ZLB Bioplasma pursuant to the
          obligations of the 1999 Agreements and related to the HMN Project, and
          all data, contractual rights, materials and information relating to
          FDA and other governmental or regulatory approvals.

2.   TRANSFER OF ASSETS

     2.1  Documents. ZLB Bioplasma hereby transfers title and ownership to all
          documents (in whatever form) to HAE relating to the HMN Project,
          including but not limited to (i) SOP manuals and instructions, (ii)
          pre-clinical and clinical data, (iii) FDA and other regulatory agency
          files and correspondence, (iv) user requirement and purchase
          specifications for equipment, (v) facility design and construction
          designs, drawings and blueprints, (vi) in-process, intermediate and
          final product specifications, (vii) bill of materials, (viii) testing
          and quality control data, (ix) viral validation reports and studies,
          (x) yield studies, (xi) research materials and all other documents
          regarding equipment validation and product validation.

     2.2  Initial Document Transfer. Within ten (10) days of the Effective Date,
          ZLB Bioplasma shall provide a listing of all documents referenced in
          this Article 2. The parties agree to meet at the Bern, Switzerland
          facility of ZLB Bioplasma within thirty (30) days of receipt by
          Haemacure of the listing to discuss the transfer of documents. Within
          thirty (30) days of such meeting, ZLB Bioplasma shall deliver such
          documents at ZLB Bioplasma's cost to a location designated by HAE (the
          "Initial Document Transfer").

     2.3  Other Rights. ZLB Bioplasma hereby conveys to HAE any and all rights
          it may have, whether tangible or intangible, in the HMN Project. If
          requested by HAE, ZLB Bioplasma shall assign its rights under the
          Parexel clinical trial agreement. ZLB Bioplasma agrees to have Parexel
          issue a final report on the recently completed Phase II clinical
          study, and ZLB Bioplasma shall bear the costs of such final report.

     2.4  No Liabilities. ZLB Bioplasma does not transfer, and HAE shall not
          assume, any liabilities of ZLB Bioplasma or ZLB Foundation relating to
          the HMN Project, including but not limited to liabilities associated
          with clinical studies conducted prior to the date of this Agreement.

     2.5  Multipurpose Documents. To the extent that documents of ZLB Bioplasma
          are used or could be used for other matters or projects at ZLB
          Bioplasma, ZLB Bioplasma may provide a copy of such documents instead
          of the original, the copying costs to be the responsibility of ZLB
          Bioplasma.

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<PAGE>

3.   TECHNOLOGY OWNERSHIP

     3.1  Exclusive License. ZLB Bioplasma hereby grants and agrees to grant to
          HAE, its successors and assigns, a perpetual, worldwide, transferable
          exclusive license under all ZLB Technology to make, have made, use,
          sell or otherwise develop or commercialize fibrin sealants or any of
          the components thereof, including but not limited to, the right to
          make, have made, use, sell or otherwise develop or commercialize the
          Products and/or Devices and the right to establish facilities for
          manufacturing and otherwise commercializing the Products and/or
          Devices.

     3.2  Patent Rights. Notwithstanding Section 3.1, HAE shall have the right,
          in its sole discretion, and at its own cost, to pursue patent
          protection for ZLB Technology inventions, wherein ZLB agrees to
          provide all reasonable assistance to HAE in obtaining and enforcing
          proper title in and protection for ZLB Technology inventions under the
          intellectual property laws of the United States and countries foreign
          thereto.

     3.3  Patent Assignment. ZLB Bioplasma hereby assigns and agrees to assign
          to HAE the entire right, title and interest in all patents or patent
          applications for ZLB Technology.

     3.4  Sublicensing. HAE may transfer or sublicense its rights hereunder to a
          third party or parties without ZLB Bioplasma's consent.

     3.5  Further Assurances. ZLB Bioplasma shall take such actions as may be
          reasonably requested by HAE to vest complete control and title to the
          HMN Project with HAE including providing written authorization to
          transfer the IND at the U.S. Food and Drug Administration back to HAE.

     3.6  Non-Use Covenant. ZLB Bioplasma agrees that, for a period of five (5)
          years from the Effective Date, it shall not use or utilize any ZLB
          Technology for any project to develop, manufacture or sell fibrinogen
          and thrombin combined.

4.   MANUFACTURING SUPPORT AND TECHNOLOGY TRANSFER

     4.1  Manufacturing Support. ZLB Bioplasma agrees to provide for a period of
          thirty-six (36) months from the Effective Date: (a) such assistance
          and advice as is reasonably necessary to enable HAE to obtain all
          necessary regulatory and governmental approvals to manufacture, sell
          and use the Products, (b) such assistance as is reasonably necessary
          to enable HAE to manufacture the Products in substantially the same
          manner and quality employed or achieved by ZLB Bioplasma, and (c)
          consultation with knowledgeable employees of ZLB Bioplasma (past and
          present) and training at a facility of HAE's choosing, for a period
          sufficient to adequately train HAE's personnel in the manufacture of
          the Products. Such assistance may include on-site inspections of ZLB
          Bioplasma's

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<PAGE>

          facility established to manufacture the Products, upon reasonable
          notice and request by HAE. The parties shall mutually agree in writing
          concerning details of such visits, including the frequency, subject
          matter involved, duration, respective representatives involved, and
          timing of such visits. HAE agrees that its requests for assistance
          shall be reasonable in scope and duration, tailored to be as
          unobtrusive as possible, and be made with as much notice as possible
          to allow ZLB Bioplasma to meet the request. Further, HAE acknowledges
          that ZLB Bioplasma project needs shall take precedent over HAE
          requests, within reason. HAE will pay all of the traveling, lodging
          and other expenses of its own representatives and personnel incurred
          in connection with this Section 4.1. ZLB Bioplasma shall be
          responsible for all costs associated with its assistance hereunder
          provided however, any travel and lodging incurred by ZLB Bioplasma
          personnel to visit locations other than Bern, Switzerland shall be
          reimbursed by HAE.

     4.2  Access to ZLB Technology. In addition to the manufacturing support
          described in Section 4.1 and the Initial Document Transfer, upon
          reasonable notice to ZLB, ZLB shall, for a period of thirty-six (36)
          months following the Effective Date, use all reasonable efforts to
          provide to HAE ZLB Technology not part of the Initial Document
          Transfer for the purpose of enabling HAE to obtain governmental or
          regulatory approval to manufacture, sell and use the Products, and to
          manufacture the Products in adequately sized quantities for
          commercialization of the Products.

     4.3  Transfer Log. The parties shall mutually agree in writing on
          procedures for the memorialization of each ZLB Technology transfer,
          including keeping a transfer log of all documents provided to HAE. The
          parties shall detail in written memoranda each oral communication,
          visit and inquiry.

5.   PAYMENTS TO HAE

     5.1  Contract Payments. In consideration of the royalty payments provided
          in Article 6 below, and subject to the achievement of the milestones
          provided in this Article 5 below, ZLB Bioplasma agrees to pay to HAE
          the maximum aggregate consideration of Four Million Five Hundred
          Thousand U.S. Dollars (U.S. $4,500,000) in three equal installments of
          One Million Five Hundred Thousand U.S. Dollars (U.S. $1,500,000) upon
          the achievement by HAE of the following milestones (the "Milestone
          Payments"):

          (i)   the commissioning of a facility (as evidenced by the successful
                operation qualifications of manufacturing equipment) capable to
                produce commercial quantities of the Initial Products;

          (ii)  approval by the FDA of an IND for the Initial Product; and

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<PAGE>

          (iii) achievement of fifty percent (50%) patient enrollment of Phase
                III clinical trials necessary for final registration of the
                Initial Product.

          Upon the completion by HAE of each milestone, HAE shall provide ZLB
          Bioplasma with reasonable documentation that demonstrates the
          achievement of the milestone.

          In the event that HAE designates Bio Products Laboratory in Elstree,
          UK as the manufacturer of the Initial Product, HAE shall not be
          eligible for, and Bioplasma shall not be obligated to pay, the
          Milestone Payment described in Section 5.1 (i) above.

     5.2  Timing of Payments. Each Milestone Payment is payable in U.S. Dollars
          by wire transfer in immediately available funds within fifteen (15)
          business days of receipt by ZLB Bioplasma of satisfactory written
          evidence from HAE, in ZLB Bioplasma's reasonable and good faith
          judgment, of the achievement of the milestone event. Interest on late
          payments shall be assessed by HAE and payable by ZLB Bioplasma at the
          rate of 1 and 1/2% per month or part thereof that any such Milestone
          Payment remains unpaid, or the maximum amount permitted by law,
          whichever is less. ZLB Bioplasma shall pay or reimburse HAE for all
          costs of collection, including, without limitation, reasonable
          attorneys' fees and expenses.

     5.3  Termination of Milestone Payments. ZLB Bioplasma's obligation to make
          Milestone Payments shall terminate (i) immediately if HAE merges with,
          acquires or is acquired by a commercial plasma fractionator in
          competition with ZLB Bioplasma; and (ii) after three (3) years from
          the Effective Date, upon three hundred and sixty (360) days' notice
          from ZLB Bioplasma, provided that HAE is not engaged in any activity
          regarding the HMN Project (plant construction, clinical trials and the
          like) for the previous six (6) months or during the notice period.

     5.4  Plasma Supply. ZLB Bioplasma agrees to supply to HAE sourced human
          plasma for use by HAE for the licensure and launch of the Initial
          Products in United States and Europe. The maximum amount of plasma to
          be supplied hereunder shall be not more than 50,000 liters. The supply
          agreement shall terminate thirty (30) days after the licensure of the
          Initial Products in the United States or seven (7) years, whichever is
          shorter. The price to be charged for sourced plasma shall be ZLB
          Bioplasma, Inc.'s cost, which the parties agree shall be reflected as
          the best price from ZLB Bioplasma, Inc. to any of its customers
          through a third-party, arm's length transaction in a given year, less
          10%. The supply shall be pursuant to such other customary and
          reasonable terms as the parties shall agree at the time of supply. In
          the event HAE uses recovered plasma for the Initial Product, ZLB
          Bioplasma agrees to use good faith efforts to supply recovered

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          plasma in accordance with this Section 5.4 on the same terms it
          procures such plasma.

6.   ROYALTY PAYMENT

     6.1  Consideration. In consideration of the rights granted and payments
          made hereunder, HAE agrees to the following royalty payments:

          (i)  Royalty. For a period of ten (10) years from the date of
               licensure by the FDA or any European agency of Initial Products,
               HAE shall pay to ZLB Bioplasma a royalty amount of three percent
               (3%) of Net Sales of the Initial Products.

          (ii) Sublicense Consideration. For a period of ten (10) years from the
               date of licensure by the FDA or any European agency of Initial
               Products, HAE shall pay to ZLB Bioplasma three percent (3%) of
               any consideration paid to HAE net of any applicable withholding
               taxes in the country of origin for sublicensing rights granted by
               HAE for Initial Products to third-parties unaffiliated with HAE.

     6.2  Payment. Royalties shall be payable by HAE within sixty (60) days
          after the end of each calendar quarter based on the Net Sales of the
          Products during the preceding calendar quarter, less applicable
          withholding taxes. Such payments shall be accompanied by a statement
          setting forth the Net Sales of the Initial Products by HAE, which
          statement shall indicate (I) the gross amount invoiced or otherwise
          charged by HAE for the sale or other disposition of the amount charged
          by HAE for the sale or other disposition of the Initial Products, and
          (II) the Net Sales of the Products. Payments for consideration
          received by HAE under Section 6.1(ii) shall be payable to ZLB
          Bioplasma with sixty (60) days of receipt by HAE, less any applicable
          withholding. Interest on late payments shall be assessed by ZLB
          Bioplasma and payable by HAE at the rate of 1 and 1/2% per month of
          part thereof that any such payment remains unpaid, or the maximum
          amount permitted by law, whichever is less. HAE shall pay or reimburse
          ZLB Bioplasma for all costs of collection, including, without
          limitation, reasonable attorneys' fees and expenses.

     6.3  Accounting; Blocked Currency. The aggregate amount of the Net Sales of
          the Initial Products used for computing the royalties payable by HAE
          pursuant to Section 6.1(i) hereof shall be computed in Canadian
          Dollars, and all payments of such royalties shall be made in Canadian
          Dollars. For purposes of determining the amount of royalties due with
          respect to any period, the amount of the Net Sales of the Initial
          Products during such period in any foreign currency ("Other Currency")
          shall be computed generally by converting such amount into Canadian
          Dollars in accordance with generally accepted accounting principles
          and pursuant to HAE's formal established accounting procedures for the
          calculation of HAE's

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          foreign earnings for financial reporting purposes with respect to such
          period. HAE shall pay to ZLB Bioplasma the amount of accrued royalties
          in respect of any such Net Sales within 30 business days after the
          date on which the relevant Other Currency shall become convertible
          into Canadian Dollars and transferable to ZLB Bioplasma in Swiss
          francs. HAE shall provide to ZLB Bioplasma such documentation with
          respect to any of the above situations as ZLB Bioplasma shall
          reasonably request.

     6.4  Records. HAE shall keep complete and accurate records of the Net Sales
          of the Initial Products in sufficient detail to allow the royalties
          payable hereunder to be accurately determined. ZLB Bioplasma shall
          have the right for a period of six (6) months after receiving any
          report or statement with respect to royalties due and payable
          hereunder to appoint an independent accounting firm reasonably
          acceptable to HAE to inspect and audit the relevant records of HAE, to
          verify such report or statement. HAE shall make their records
          available for inspection and audit by such independent accounting firm
          of ZLB Bioplasma during regular business hours at such place or places
          where such records are customarily kept, upon reasonable notice to
          HAE, to the extent reasonably necessary to verify the accuracy of the
          reports and payments required hereunder; provided, that such
          inspection and audit right shall not be exercised more than twice in
          any calendar year with respect to HAE thereof. ZLB Bioplasma shall be
          responsible for the cost of any such inspection and audit by an
          independent accounting firm, unless such inspection and audit
          disclosed for any calendar quarter examined that there shall have been
          a discrepancy of greater than 5% between the royalties payable by HAE
          hereunder and the royalties actually paid to ZLB Bioplasma with
          respect to such calendar quarter, in which case HAE shall be
          responsible for the payment of the entire cost of such inspection and
          audit. ZLB Bioplasma agrees to hold confidential all information
          concerning royalty payments and reports, and all information obtained
          from HAE thereof in the course of any inspection or audit hereunder,
          except to the extent that it is necessary for ZLB Bioplasma to
          disclose such information in order to enforce its rights under this
          Agreement or if required by law or any governmental authority
          (including, without limitation, any stock exchange upon with ZLB
          Bioplasma's shares or other securities may be traded); provided,
          however, if any party shall be required by law to disclose any such
          Confidential Information to any other person, such party shall give
          prompt written notice thereof to the other party and impose upon any
          person entitled to obtain such Confidential Information (as defined
          below) such obligations of confidentiality as may be lawfully
          available.

7.   CONFIDENTIALITY

     7.1  ZLB Bioplasma Confidentiality. ZLB Bioplasma shall keep strictly
          confidential and shall not disclose to any third party any information

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          relating to the HMN Project or any proprietary or confidential
          information disclosed to it by HAE hereunder, pursuant to the
          Cooperation and License Agreement entered into by HAE and ZLB on March
          29, 1996, or pursuant to the 1999 Agreements in writing, or orally
          disclosed and confirmed in writing as being confidential promptly
          after its oral disclosure, except to the extent such information:

          (i)   is or becomes generally available to the public through no fault
                on the part of ZLB Bioplasma, or

          (ii)  was known to ZLB Bioplasma prior to receipt thereof as evidenced
                by prior written documents in the possession of the ZLB
                Bioplasma, or

          (iii) is subsequently disclosed to ZLB Bioplasma in good faith by a
                third party who is not under an obligation of secrecy as to the
                information disclosed.

     7.2  HAE Confidentiality. HAE shall keep strictly confidential and shall
          not disclose to any third party any proprietary or confidential
          information of ZLB Bioplasma or CSL Limited not related to the HMN
          Project, except to the extent such information is deemed to be within
          the exceptions of Section 7.1(i)-(iii) above.

     7.3  Exception limits. For the purpose of this Agreement, specific
          information shall not be deemed to be within the exceptions of Section
          7.1 (i)-(iii) merely because it is embraced by general information in
          the possession of the other party or in the public domain.

     7.4  Third parties. The parties hereby undertake to impose the same
          obligation of secrecy on their employees, contractors or agents, as
          the case may be.

     7.5  Former ZLB Bioplasma Employees. ZLB Bioplasma acknowledges and agrees
          that past employees of ZLB Bioplasma and/or ZLB Foundation shall be
          allowed to assist Haemacure regarding the Products, Devices and HMN
          Project without any restrictions, and without compromising their
          confidentiality agreement with ZLB.

8.   REPRESENTATIONS, WARRANTIES AND INDEMNITIES

     8.1  By ZLB Bioplasma. ZLB Bioplasma hereby represents and warrants to HAE
          that (a) ZLB Bioplasma has full legal right and title, power and
          authority to execute, deliver and perform its obligations under this
          Agreement, (b) the execution, delivery and performance by ZLB
          Bioplasma of this Agreement do not contravene or constitute a default
          under any provision of applicable law or of any agreement, judgment,
          injunction, order, decree or other instrument binding upon ZLB
          Bioplasma, (c) to the best knowledge of ZLB Bioplasma, the use of ZLB
          Technology by HAE does not infringe or violate any patent or other
          right

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          of any person, and (d) this Agreement constitutes a valid and binding
          agreement of ZLB Bioplasma, enforceable against ZLB Bioplasma in
          accordance with its terms except as such enforceability may be (i)
          limited by bankruptcy, insolvency, reorganization, moratorium or
          similar laws affecting creditors' rights generally and (ii) subject to
          general principles of equity (regardless of whether such
          enforceability is considered in a proceeding in equity or at law).

     8.2  By HAE. HAE hereby represents and warrants to ZLB Bioplasma that (a)
          HAE has full legal right, power and authority to execute, deliver and
          perform its obligations under this Agreement, (b) the execution,
          delivery and performance by HAE of this Agreement do not contravene or
          constitute a default under any provision of applicable law or of any
          agreement, judgment, injunction, order, decree or other instrument
          binding upon HAE, and (c) this Agreement constitutes a valid and
          binding agreement of HAE, enforceable against HAE in accordance with
          its terms except as such enforceability may be (i) limited by
          bankruptcy, insolvency, reorganization, moratorium or similar laws
          affecting creditors' rights generally and (ii) subject to general
          principles of equity (regardless of whether such enforceability is
          considered in a proceeding in equity or at law).

     8.3  Survival of Representations and Warranties. The representations and
          warranties contained herein shall survive the execution, delivery and
          performance of this Agreement by the parties, notwithstanding any
          investigation at any time made by or on behalf of any party or
          parties.

     8.4  Indemnities. The parties shall each other at all times during and
          after the term of this Agreement be responsible for, defend, indemnify
          and hold each other harmless from and against any and all losses,
          claims, including any current or pending or future claims, suits,
          proceedings, expenses, recoveries and damages, including reasonable
          legal expenses and costs including attorney's fees, arising out of any
          claim by a third party:

          (i)  arising from any breach of a representation or warranty given
               under this Agreement;

          (ii) the extent such liability results from any aspect of the
               performance of this Agreement or from the negligence or willful
               misconduct of such party; and

          (iii) for the benefit of Haemacure, arising out of ZLB Bioplasma
               obligations for the HMN Project.

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9.   GOVERNING LAW AND ARBITRATION

     9.1  Governing Law. The validity, construction, interpretation and
          performance of this Agreement shall be governed by the substantive
          Laws of Switzerland expressly excluding the conflict of law rules.

     9.2  Arbitration. Any or all disputes arising between the parties hereto
          from or in connection with this Agreement or in respect of the
          conclusion interpretation, breach or enforcement thereof shall, where
          not capable of being settled amicably, be settled to the exclusion of
          recourse to the ordinary courts of law finally and with binding effect
          by arbitration under the Rules of the International Chamber of
          Commerce by an arbitration tribunal consisting of three arbitrators
          appointed in accordance with the said Rules, save that each party is
          entitled as a provisional and protective measure to seek injunctive
          relief from an ordinary court of law as may be possible under Canadian
          or Swiss law. The foregoing shall also apply to the decision
          respecting the jurisdiction of the arbitration tribunal and the
          validity of this arbitration clause. Any such arbitration shall be
          held in Zurich and be conducted in the English language.

10.  MODIFICATIONS AND NOTICES

     10.1 Modifications. No modification hereof shall be of any force or effect
          unless reduced to writing and signed by the parties claimed to be
          bound thereby and no modification shall be effected by the
          acknowledgement or acceptance of any order containing different
          conditions.

     10.2 Notice. All communication notices or the like between the parties
          shall be valid when made by telegraph or telex communication
          subsequently to be confirmed in writing and addressed to the following
          addresses:

            To ZLB:              ZLB BIOPLASMA AG,
                                 Wankdorfstrasse 10,
                                 3000 Bern 22, Switzerland,
                                 Attention: Chief Executive Officer

            with a copy to:      CSL Limited
                                 45 Poplar Road
                                 Parkville, Victoria
                                 Australia  3052
                                 Attention: General Counsel

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            To HAE:              HAEMACURE CORPORATION
                                 One Sarasota Tower
                                 Two North Tamiami Trail, Suite 802,
                                 Sarasota FL 34236, USA
                                 Attention: Chief Executive Officer

            with a copy to:      Foley & Lardner
                                 777 East Wisconsin Avenue
                                 Milwaukee, Wisconsin 53202-5367
                                 Attention: James F. Stern

11.  SEVERABILITY

     11.1 In the event any provision of this Agreement is declared illegal or
          unenforceable, it is the intent of both parties that the remaining
          provisions shall continue in full force and effect and that the
          illegal or unenforceable provision shall be substituted by a provision
          having a similar commercial effect.

12.  MISCELLANEOUS

     12.1 No waiver. No waiver of any breach of any part of the terms or
          conditions herein contained to be performed by the other party shall
          not be construed as a waiver of any subsequent breach whether for the
          same or any other term or condition hereof.

     12.2 Assignment by ZLB Bioplasma. This Agreement and all rights,
          liabilities and obligations hereunder shall be binding upon and inure
          to the benefit of ZLB Bioplasma or any of its subsidiaries. Neither
          this Agreement nor the liabilities and obligations hereunder shall be
          assignable or otherwise transferable by ZLB Bioplasma without the
          prior written consent of HAE, and any such purported assignment or
          transfer shall be of no force or effect.

     12.3 Assignment by HAE. This Agreement and all rights, liabilities and
          obligations hereunder shall be binding upon and inure to the benefit
          of HAE or its successor, assigns, subsidiaries or licensees under this
          Agreement.

     12.4 Entire Agreement. Along with the Settlement, Termination and Release
          Agreement and the agreements referred to therein, this Agreement
          constitutes the legal, valid, binding and enforceable obligation and
          sets forth the entire understanding of the parties and supersedes and
          cancels any prior communications, understandings and agreements
          between the parties relating to the subject matter hereof and may not
          be amended or modified except in writing executed by each of the
          parties.

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     12.5 Counterparts. This Agreement may be executed in one or more
          counterparts, each of which shall be deemed an original but all of
          which together will constitute one and the same instrument.

     12.6 Announcement. The parties agree that in order for the orderly and
          appropriate disclosure of the terms of this Agreement and the other
          documents executed herewith, neither party shall disclose the
          existence or execution of these agreements until 9:00 am EST, March
          13, 2002, or such earlier date as the parties may agree in writing.

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

For and on behalf of Haemacure Corporation     For and on behalf of ZLB
                                               Bioplasma AG


By: /s/ Marc Paquin                            By: /s/ Peter Turner
   --------------------------------               ------------------------------
   Marc Paquin                                    Peter Turner
   President and Chief Executive Officer          President


By: /s/ Wayne G. Johnson                       By: /s/ Peter Turvey
   --------------------------------               ------------------------------
   Wayne G. Johnson                               Peter Turvey
   Executive Vice President                       Secretary
   and Chief Operating Officer


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