<PAGE>


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          Confidential Materials omitted and filed separately with the
        Securities and Exchange Commission. Asterisks denote omissions.
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                                                                    EXHIBIT 10.1




                             DISTRIBUTION AGREEMENT



                                     BETWEEN




                           BIOTRANSPLANT, INCORPORATED




                                       AND




                                GAMBRO BCT, INC.












                                       1


<PAGE>


                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                              Page

<S>                                                                          <C>
SECTION 1. DEFINITIONS.......................................................  1


SECTION 2. GRANT OF DISTRIBUTION RIGHTS......................................  5


SECTION 3. JOINT COMMITTEE AND OVERSIGHT COMMITTEE........................... 12


SECTION 4. PRODUCT SUPPLY AND DISTRIBUTION................................... 16


SECTION 5. PRICE FOR PRODUCT................................................. 19


SECTION 6. PAYMENTS.......................................................... 22


SECTION 7. DEVELOPMENT....................................................... 24


SECTION 8. PATENT INFRINGEMENT............................................... 25


SECTION 9. OPTIONS........................................................... 27


SECTION 10. TRADEMARK........................................................ 28


SECTION 11. INDEMNITY AND INSURANCE.......................................... 30


SECTION 12. ADVERSE EXPERIENCES, RECALLS AND CONFIDENTIALITY................. 33


SECTION 13. WARRANTIES AND REPRESENTATIONS................................... 36


SECTION 14. TERM AND TERMINATION............................................. 38


SECTION 15. RIGHTS AND DUTIES UPON TERMINATION............................... 39


SECTION 16. ARBITRATION...................................................... 41


SECTION 17. GENERAL PROVISIONS............................................... 43


EXHIBIT LIST ................................................................ 47
</TABLE>


                                       2


<PAGE>


                             DISTRIBUTION AGREEMENT

     THIS AGREEMENT is made and entered into this __ day of August, 2001
("EFFECTIVE DATE") between BioTransplant, Incorporated, a Delaware Corporation,
and its AFFILIATES Eligix, Inc. and BioTransplant International, having a place
of business located at Building 75, 3rd Avenue, Charlestown NavyYard,
Charlestown MA 02129 (hereinafter individually and collectively referred to as
"BTI") and Gambro BCT, Inc. a Colorado corporation having its principal place of
business at 10811 W. Collins Avenue, Lakewood, CO 80215 (hereinafter referred to
as "DISTRIBUTOR").

     WHEREAS, BTI desires to enter into an exclusive arrangement with
DISTRIBUTOR to distribute PRODUCT; and

     WHEREAS, DISTRIBUTOR desires to enter into such an arrangement, and

     NOW, THEREFORE, in consideration of the promises hereinafter made by them,
the parties hereto, AGREE AS FOLLOWS:

SECTION 1. DEFINITIONS

     1.1 "AFFILIATE(S)" shall mean any corporation, firm, partnership or other
entity, whether de jure or de facto, which directly or indirectly owns, is owned
by or is under common ownership with a party to the extent of greater than fifty
percent (50%) of the equity (or such lesser percentage which is the maximum
allowed to be owned by a foreign corporation in a particular jurisdiction)
having the power to vote on or direct the affairs of the entity and any person,
firm, partnership, corporation or other entity actually controlled by,
controlling or under common control with such party.

     1.2 "DISPOSABLE TRANSFER PRICE(S)" means the purchase price(s) for
DISPOSABLE PRODUCTS purchased by DISTRIBUTOR from BTI pursuant to this AGREEMENT
and set forth in Exhibit B as amended from time to time in accordance with this
AGREEMENT.


                                       1


<PAGE>


     1.3 "DISPOSABLE PRODUCTS" means those products supplied by BTI and listed
in Exhibit A which are necessary to perform high density microparticle cell
separation procedures, specifically including depletion chambers, collection
bags, connecting tubings and reagents.

     1.4 "DISTRIBUTOR" means Gambro BCT, Inc. and its AFFILIATES.

     1.5 "EC" means the European Commission.

     1.6 "END USER" means a hospital, clinic, or other person or entity or
physician that is treating patients, or a health management organization or
other organization that does not do any further marketing and/or selling of
PRODUCTS.

     1.7 "EQUIPMENT" means the HDM washing device and the HDM cell processor and
other equipment and parts therefor described in Exhibit A.

     1.8 "EQUIPMENT TRANSFER PRICE" shall mean the purchase price of EQUIPMENT
purchased by DISTRIBUTOR from BTI pursuant to this AGREEMENT, and set forth in
Exhibit B as amended from time to time in accordance with this AGREEMENT.

     1.9 "EU" means the European Union as constituted during the term of this
AGREEMENT.

     1.10 "FIELD" means stand-alone medical device PRODUCTS designed to achieve
cell separation for stem or immune cell therapy and relying on the use of an
immuno-reactant, but specifically excluding the immuno-adsorption product used
solely in the treatment of autoimmune diseases, the rights to which have already
been sold by DISTRIBUTOR to Fresenius.


                                       2


<PAGE>


     1.11 "JOINT COMMITTEE" OR "JC" means one of the Marketing Committees
described in Section 3.1, as the case may be.

     1.12 "MARKET DEVELOPMENT PLAN" or MDP means the final marketing plan
described in Section 3.2 of the AGREEMENT.

     1.13 "MARKETING STUDY(IES)" means any pre-clinical, clinical or other
studies with respect to PRODUCTS except those required for initial CE mark
approval.

     1.14 "NET SALES" means with respect to PRODUCT that sum determined by
deducting from the [**] by DISTRIBUTOR or in the case of BTI pursuant to Section
2.1(a) for PRODUCT sold for use in the TERRITORY to an unaffiliated entity, in
an arms length transaction: (I) [**] charges and [**] charges relating thereto
included on such an invoice; (II) [**]; (III) [**], if any, [**], or [**], to
the extent made; (IV) any and all [**], whether [**], to the extent made; and
(V) [**]; in each case determined in accordance with the seller's normal
internal accounting practices and GAAP (or, in the case of a seller's non-United
States business, international accounting standards.) For the avoidance of doubt
in no event shall taxes based on seller's gross or net income be deducted in
computing NET SALES hereunder.

     In the event that DISTRIBUTOR or its AFFILIATES sell to an entity that is
an AFFILIATE and is not an END USER, then NET SALES shall be calculated based on
the amount subsequently invoiced by the AFFILIATE to an END USER. In the event
that a sale is made to an END USER that is an AFFILIATE of DISTRIBUTOR or, in
the absence of a sale, DISTRIBUTOR or an AFFILIATE of DISTRIBUTOR is an END
USER, then NET SALES for such sale or use shall be calculated based on the
average price charged in the relevant country during the relevant period in an
arm's length transaction with all THIRD PARTIES purchasing comparable quantities
of the same PRODUCT who are END USERS. If there are no sales in a country to a
THIRD PARTY who is an END USER, then NET SALES for such sale to or use by an
AFFILIATE shall be calculated based on the price at which PRODUCT would be sold
to an END USER that is a THIRD PARTY and if DISTRIBUTOR and BTI cannot agree to
such price then such price shall be determined by arbitration pursuant to
Section 16.


                                       3


<PAGE>


     1.15 "OVERSIGHT COMMITTEE" means the Oversight Committee described in
Section 3.1.

     1.16 "PRODUCT(S)" means those DISPOSABLE PRODUCTS listed in Exhibit A,
together with any new formulations thereof, and EQUIPMENT, including parts
necessary for repair and replacement of the EQUIPMENT, and which are all listed
in Exhibit A.

     1.17 "QUARTER" means each calendar quarter of a calendar year with the
first calendar quarter beginning July, 2001.

     1.18 "REGION" means either (a) all countries of Europe or (b) all other
countries in the TERRITORY, as the case may be.

     1.19 "SPECIFICATIONS" shall have the meaning set forth in Exhibit C as such
specifications may be further modified or further detailed from time to time.

     1.20 "SUBDISTRIBUTOR" shall mean an entity other than an AFFILIATE through
which DISTRIBUTOR routinely conducts its sales business for PRODUCTS in a
particular country of the TERRITORY and which entity assumes the marketing,
promotional, distribution and sales obligations of DISTRIBUTOR in any country.
SUBDISTRIBUTOR excludes END USERS.

     1.21 "TERRITORY" shall mean all countries of the world except (a) the
United States of America and its territories, commonwealths and possessions, (b)
Canada and (c) Japan.

     1.22 "THIRD PARTY(IES)" shall mean a person or entity other than
DISTRIBUTOR, BTI or their respective AFFILIATES.

     1.23 "TRADEMARK" shall have the meaning set forth in Section 10.


                                       4


<PAGE>


     1.24 "WARRANTY" means the warranty for EQUIPMENT which is set forth in
Exhibit D.

     1.25 "YEAR" shall mean the 12-month period beginning on January 1, except
that the initial YEAR shall extend from the EFFECTIVE DATE until December 31st
of the calendar year of the EFFECTIVE DATE (such that it may include less than
12 months).

SECTION 2. GRANT OF DISTRIBUTION RIGHTS

     2.1 APPOINTMENT. Subject to the rights retained by BTI with respect to
PRODUCT under this AGREEMENT, BTI hereby appoints DISTRIBUTOR and its AFFILIATES
as the exclusive distributor and marketer of DISPOSABLE PRODUCTS alone and not
in combination with other products as well as EQUIPMENT for use with DISPOSABLE
PRODUCTS in the FIELD in the TERRITORY. All rights not expressly granted herein
are expressly reserved by BTI. The distribution rights granted hereunder shall
be non-transferable.

          (a) DISTRIBUTOR'S sole compensation under this Agreement shall be the
     profit it may realize from the resale of the PRODUCTS. If a customer in the
     TERRITORY is required by law to receive PRODUCTS directly from the
     manufacturer, DISTRIBUTOR may request that BTI invoice and ship PRODUCTS
     directly to such customer and BTI will do so if DISTRIBUTOR is not
     otherwise in breach of its obligations hereunder. In that event BTI shall
     pay to DISTRIBUTOR a commission of [**] of the [**] received by BTI for
     DISPOSABLE PRODUCTS, [**]; provided however if the customer in question
     fails to pay BTI for the PRODUCTS shipped when such payment is due, then
     DISTRIBUTOR will make such payment after deduction for the commission set
     forth above. DISTRIBUTOR waives any termination limitations or privileges
     including, but not limited to, compensation which might be afforded by law
     in any jurisdiction which deems such a commission to create a protected
     commercial agency relationship.

          (b) DISTRIBUTOR shall be fully responsible for the acts and conduct of
     its employees and its AFFILIATES and SUBDISTRIBUTORS and shall indemnify
     and hold BTI harmless from all claims, liabilities and damages arising out
     of any activities or conduct of such entities which are in breach of this
     Agreement as set forth in Section 11 of this Agreement.


                                       5


<PAGE>


          (c) DISTRIBUTOR shall have no authority to enter into any contracts or
     binding commitments, or to alter any of BTI's warranties, in BTI's name or
     on behalf of BTI. DISTRIBUTOR shall not sign BTI's name to any commercial
     paper or contract or other document.

          (d) DISTRIBUTOR acknowledges that the name and reputation of BTI and
     of the PRODUCTS constitute valuable assets of BTI and shall use its best
     efforts to maintain and enhance the reputation and acceptance of BTI's name
     and the PRODUCTS in dealing with THIRD PARTIES.

          (e) BTI will advise DISTRIBUTOR of inquiries which BTI receives from
     potential customers for the PRODUCTS within the TERRITORY. DISTRIBUTOR
     agrees not to advertise or otherwise seek customers for the PRODUCTS or to
     sell PRODUCTS or otherwise place PRODUCTS with an END USER outside the
     TERRITORY without BTI's prior written consent, and shall not establish any
     branch or maintain any distribution facility for purposes of promoting or
     facilitating sale of the PRODUCTS outside the TERRITORY except as permitted
     by this Agreement. Nevertheless, DISTRIBUTOR will advise BTI of inquiries
     which DISTRIBUTOR receives from potential customers for the PRODUCTS
     outside the TERRITORY.

          (f) In the event any person or entity to whom DISTRIBUTOR sells
     PRODUCT attempts to resell such PRODUCT outside the TERRITORY, then at the
     request of BTI, DISTRIBUTOR shall take appropriate action to attempt to
     prevent such resales of PRODUCT.

     2.2 COMPETITIVE PRODUCTS. During the term of this AGREEMENT, DISTRIBUTOR
agrees that DISTRIBUTOR will not develop or manufacture for, or clinically test,
market or distribute in, any country of the TERRITORY in which it at that time
retains distribution rights under this AGREEMENT any product(s) or combinations
thereof which is/are competitive with the PRODUCT. This restriction shall not
apply to products for use in the treatment of inflammatory conditions such as
sepsis, shock, multiple organ failure or post-surgical complications; or to stem
cells used to produce tissue cells such as renal, hepatocyte and islets.


                                       6


<PAGE>


Notwithstanding the foregoing this provision shall only be applicable in the EU
for the first five years of this AGREEMENT; provided, however, that in the event
that DISTRIBUTOR elects to market or distribute competitive products in the EU
as set forth above after the applicable five year period, DISTRIBUTOR'S
appointment under Section 2.1(a) in the EU shall become non-exclusive for the
remainder of the term of this AGREEMENT.

     2.3 LIMITATIONS ON DISTRIBUTOR.

          (a) DISTRIBUTOR agrees that DISTRIBUTOR (I) will sell and distribute
     PRODUCT only in countries of the TERRITORY for which DISTRIBUTOR retains
     distribution rights under this AGREEMENT; and (II) will sell PRODUCT in the
     TERRITORY only under the TRADEMARK.

          (b) DISTRIBUTOR agrees to distribute PRODUCT only in accordance with
     the terms, conditions and purposes of this AGREEMENT.

     2.4 SUBDISTRIBUTORS. DISTRIBUTOR intends to sell PRODUCT through its
AFFILIATES in countries where DISTRIBUTOR has AFFILIATES in the TERRITORY.
DISTRIBUTOR is authorized to sell product in the TERRITORY through existing and
new SUBDISTRIBUTORS who sell a broad line of DISTRIBUTOR'S products; provided
that DISTRIBUTOR may not sell through SUBDISTRIBUTORS who sell only the BTI line
of PRODUCTS without the written consent of BTI, which shall not be unreasonably
withheld; and provided further that the terms agreed upon with such
SUBDISTRIBUTOR shall also be subject to the approval of BTI and the terms under
which all other SUBDISTRIBUTORS sell BTI PRODUCTS shall be provided to BTI. Any
additional costs associated with the use of SUBDISTRIBUTORS will be borne by
DISTRIBUTOR. DISTRIBUTOR agrees that during the term of this AGREEMENT sales to
SUBDISTRIBUTORS shall amount to no more than [**] percent of total sales of
PRODUCTS made by DISTRIBUTOR. DISTRIBUTOR also agrees that its discount schedule
to SUBDISTRIBUTORS will not unfairly favor DISTRIBUTOR's products over the
PRODUCTS.

     2.5 OTHER DISTRIBUTOR DUTIES. DISTRIBUTOR shall have the following
additional duties:


                                       7


<PAGE>


          (a) Use its best efforts and devote such times as is necessary to
     obtain necessary government approvals (other than the CE mark) to sell
     PRODUCTS throughout the TERRITORY and thereafter to market and sell the
     PRODUCTS and develop a profitable market for them throughout the TERRITORY,
     including arranging for and funding MARKETING STUDIES and any necessary
     registration trials for PRODUCTS in the TERRITORY and paying to BTI at
     DISTRIBUTOR's non-creditable cost in accordance with Section 7.2(b) [**]
     the TRANSFER PRICE set forth in this AGREEMENT for PRODUCTS used for such
     trials. DISTRIBUTOR will keep BTI regularly advised concerning its progress
     and activities relative to obtaining necessary government approvals.

          (b) Maintain and utilize such personnel, organization and facilities
     as will be competent and adequate to (1) meet the market demand for sales,
     clinical support, technical support, scientific resources, logistics and
     quality assurance for PRODUCTS throughout the TERRITORY and (2) generate
     market demand for PRODUCTS through diligent advertising and promotion,
     customer awareness and education programs, commissioning and conduct of
     MARKETING STUDIES and necessary registration trials, and securing
     government, private insurance coverage and/or hospital allowance and
     reimbursement, if any for PRODUCT sales throughout the TERRITORY.

          (c) Furnish quarterly reports as set forth in Section 5.3 herein which
     are intended to provide BTI and the JCs with sufficient market information
     to enable BTI to meet its duties as a manufacturer and developer of medical
     device products under the Medical Device Directives. It is understood that
     BTI has no control over final prices charged by DISTRIBUTOR.

          (d) Not modify or alter the PRODUCTS or labeling in any way without
     the prior written approval of BTI.

          (e) Provide full traceability of the PRODUCTS to its customers by
     PRODUCT code number and by PRODUCT serial number or PRODUCT lot number as
     appropriate to each PRODUCT.

          (f) Provide BTI with information on complaints about the PRODUCTS as
     such information is received. A complaint is considered to be any oral or
     written expression of dissatisfaction with the identity, quality,
     durability, reliability, safety, effectiveness or performance of a PRODUCT.
     Any complaint involving injury or death will be immediately reported to
     BTI.


                                       8


<PAGE>


          (g) Assume full responsibility for its own sales, and all credit risks
     including those sales required to be made by BTI under Section 2.1(a).

          (h) Assume responsibility for development, translation and printing of
     all promotional literature in the TERRITORY, provided that DISTRIBUTOR
     shall provide BTI with timely opportunity to review and approve all such
     promotional literature to ensure consistency with regulatory approvals in
     the TERRITORY and other areas of the world; provided that BTI shall be
     responsible for the development of a standard, global sales brochure for
     each PRODUCT, including text and layout excepting DISTRIBUTOR'S identity,
     with printing, stocking and distribution costs to be borne by DISTRIBUTOR.

          (i) Bear the cost of shipment and installation of PRODUCTS at customer
     sites and bear the cost of shipping, labor (including PRODUCT repair) and
     reinstallation associated with warranty service of PRODUCTS. All parts
     repaired under warranty shall be returned at BTI's expense in a timely
     manner to BTI, and if BTI determines that such parts are defective, it
     shall credit the EQUIPMENT TRANSFER PRICE for such parts against future
     invoices to DISTRIBUTOR.

          (j) Provide PRODUCT service to customers, excluding parts under
     WARRANTY from BTI, at no cost to such customers for the first twelve (12)
     months after purchase of PRODUCTS and thereafter provide to customers such
     service at fair and reasonable costs determined by DISTRIBUTOR, including a
     guarantee by DISTRIBUTOR of restoration of interrupted service within
     twenty four (24) hours in all countries of the EU REGION except in Italy
     and Spain where such guarantee shall be within forty eight (48) hours and
     in accordance with DISTRIBUTOR's standard practice in all other parts of
     the TERRITORY.

          (k) Be responsible for the cost of installing any upgrades to customer
     software developed by DISTRIBUTOR or BTI and necessary as determined by the
     JC to enhance functionality or increase versatility of the PRODUCT.


                                       9


<PAGE>


     2.6 OTHER BTI DUTIES AND RIGHTS: BTI shall have the following additional
duties:

          (a) Maintain and utilize such personnel, organization and facilities
     as will be adequate to manufacture sufficient PRODUCTS to generate and meet
     the market demand for sales and to provide reasonable technical and
     marketing support for DISTRIBUTOR in the TERRITORY.

          (b) Provide PRODUCTS to DISTRIBUTOR at the price set forth in Section
     2.5(a) for MARKETING STUDIES in the TERRITORY.

          (c) Bear the expenses associated with any recall of PRODUCTS in the
     TERRITORY as provided for in Section 12; provided that BTI shall in no
     event be liable for any indirect or consequential damages related thereto.

          (d) Obtain CE marking by performing pre-clinical studies and providing
     quality system documents for all PRODUCTS to be sold in the EU and provide
     such technical support and documentation as DISTRIBUTOR may reasonably
     require in order to obtain government approvals to sell the PRODUCTS
     throughout the TERRITORY.

          (e) Have the right, but not the obligation to co-promote the PRODUCTS
     in any REGION of the TERRITORY, including the right, with or without
     DISTRIBUTOR representatives present, to call on customers, exhibit PRODUCTS
     at trade shows, participate in grand rounds and medical conferences, and to
     provide information about the PRODUCTS to potential customers; provided
     that BTI shall inform DISTRIBUTOR in a timely fashion of any resultant
     sales leads or related revenue opportunities for PRODUCTS arising from such
     activities. BTI shall also have the right to participate, at its own
     expense, in any sales calls by DISTRIBUTOR or educational or promotional
     meetings sponsored or controlled by DISTRIBUTOR. Notwithstanding this
     right, the parties shall seek to coordinate such activities of BTI staff
     through the activities of the JC. To the extent that BTI employees in the
     EU are engaged in support activities for PRODUCTS, at any time within
     twelve (12) months from the EFFECTIVE DATE, BTI agrees to discuss with
     DISTRIBUTOR the transfer of such employees to DISTRIBUTOR'S payroll;
     provided that BTI reserves the right to maintain its own employees in the
     TERRITORY during the term of this AGREEMENT.

          (f) Nothing herein shall be deemed to prevent BTI from selling any
     other products in the TERRITORY, including any products related to high
     density microparticle technology which are not listed in Exhibit A, as
     amended from time to time by mutual


                                       10


<PAGE>


     agreement. The parties specifically acknowledge that DISPOSABLE PRODUCTS in
     combination with other products and products similar to or substantially
     identical to the DISPOSABLE PRODUCTS included in Exhibit A but which are
     indicated for use or sale in combination with other therapeutic products
     are to be reserved for the benefit of BTI.

          (g) Provide DISTRIBUTOR'S service personnel with reasonable technical
     training for the proper use and maintenance of PRODUCTS, at a mutually
     agreed upon location and at mutually agreeable dates. For this purpose BTI
     will pay for the expenses of its personnel and DISTRIBUTOR will pay for all
     other expenses.

          (h) Provide reasonable marketing and sales training and PRODUCT
     information to DISTRIBUTOR'S sales personnel at a mutually agreed upon
     location and at mutually agreeable dates. For this purpose BTI will pay the
     expenses of its personnel and, unless BTI and DISTRIBUTOR have agreed
     otherwise in advance, DISTRIBUTOR shall bear all other expenses associated
     with the training.

          (i) Notwithstanding Section 2.5(h), supply DISTRIBUTOR, at no charge,
     with the formatted text of any standard product information in the English
     language and other advertising material, sales literature and instructions,
     also in the English language, which BTI may have developed and as BTI and
     DISTRIBUTOR deem appropriate to assist DISTRIBUTOR in the promotion, sale
     and service of the PRODUCTS in the TERRITORY. Quantities of such printed
     materials as may be available from BTI may be purchased from BTI at BTI's
     cost. BTI shall also supply with each set of equipment sold by DISTRIBUTOR
     pursuant to this AGREEMENT one copy of an END USER'S manual intended for
     use by the customer, which shall be translated by BTI into up to five
     European languages (the specific languages to be determined at the JCs'
     discretion) and shall also provide DISTRIBUTOR with up to five total sets
     of PRODUCT service materials in English, including appropriate diagrams and
     schematics, to enable DISTRIBUTOR to carry out service at one or more
     centralized facilities. DISTRIBUTOR shall have the right, at its expense,
     to translate any or all of BTI's sales, promotional, PRODUCT use
     instructions or PRODUCT service materials into the various languages
     appropriate to support marketing efforts in the TERRITORY and shall have
     responsibility for ensuring the accuracy of any translation; however BTI
     shall own the rights to the translated materials including, but not
     limited, to any copyrights therein and shall be provided with


                                       11


<PAGE>


     timely opportunity to review and shall have the right to approve all
     marketing and PRODUCT service materials and information developed and used
     by DISTRIBUTOR in the marketing of PRODUCTS. All such rights shall be
     assigned by DISTRIBUTOR to BTI. Unless otherwise agreed, any other
     advertising and promotional expenses shall be paid by DISTRIBUTOR.

          (j) Be responsible for the cost of installing any revisions to
     customer software developed by BTI or DISTRIBUTOR and necessary as
     determined by the JC to improve the reliability (i.e., to assure consistent
     performance to design specifications) of the PRODUCT.

SECTION 3. JOINT COMMITTEE AND OVERSIGHT COMMITTEE

     3.1 JOINT COMMITTEE.

          (a) Promptly after the EFFECTIVE DATE, DISTRIBUTOR and BTI shall
     assemble two (2) Joint Committees, one for a REGION encompassing all
     countries of Europe and a second for a REGION encompassing all other
     countries in the TERRITORY, with each consisting of appropriate personnel
     from both companies to oversee the market development of the PRODUCT in
     those REGIONS, including regulatory approval, clinical development,
     marketing and selling.

          (b) Each JC shall consist of at least four (4) members, two (2) of
     whom shall be appointed by each party hereto. The presence of at least two
     (2) members, one (1) of whom shall have been selected by each party, shall
     constitute a quorum for purposes of action by the JC. Each JC will meet at
     least once each QUARTER and at such other times during the term as shall be
     mutually agreed.

          (c) Decisions of a JC shall be by unanimous approval, with an equal
     number of representatives of both DISTRIBUTOR and BTI voting on the matter;
     provided, however, if a JC cannot reach agreement on a matter, an OVERSIGHT
     COMMITTEE consisting of the two most senior executive officers of each
     party, each with overall responsibility for the PRODUCT, is established and
     the dispute shall be referred to such committee, who shall meet promptly
     and enter into good faith negotiations for a period of time reasonable to
     the circumstances to resolve the dispute.


                                       12


<PAGE>


          (d) In the event the OVERSIGHT COMMITTEE is unable to reach agreement
     on a matter, unless otherwise specifically provided herein the issue shall
     be referred to alternative dispute resolution in accordance with Section 16
     of this AGREEMENT.

     3.2 MARKETING

          (a) By no later than October 1 of each calendar year, DISTRIBUTOR
     shall prepare and submit to each JC proposed detailed marketing plans for
     the applicable REGION and for each country of such REGION, such plans to
     include plans related to the pre-launch, launch, post-launch, and
     associated promotion and sale of PRODUCT. In support of such plan
     DISTRIBUTOR agrees that its commission structure for its sales and
     marketing force will not unfairly favor DISTRIBUTOR's products over the
     PRODUCTS.

          Each JC shall discuss such plan, including any proposed amendments
     and/or additions thereto, and shall decide upon a final plan by November 1
     of the YEAR in which the plan is submitted. The final plan for PRODUCT
     approved by a JC is the MARKET DEVELOPMENT PLAN (MDP) for the following
     YEAR. The approved MDP shall provide for

          o    a national selling effort,

          o    inclusion in DISTRIBUTOR'S annual action plan and in
               DISTRIBUTOR's sales training plan,

          o    the price to END USERS and SUBDISTRIBUTORS as determined solely
               by DISTRIBUTOR for each PRODUCT in each country,

          o    estimates of PRODUCT to be ordered for the YEAR taking into
               account Section 3.3(c),

          o    a budget for selling, marketing and other expenses for the
               PRODUCT for the YEAR,

          o    a staffing plan for all countries in the TERRITORY,

          o    an outline of marketing and detail strategies and tactics,

          o    MARKETING STUDIES, and other post regulatory approval studies, if
               any, for PRODUCT, including a delineation of the roles and
               responsibilities of the field personnel of both parties,


                                       13


<PAGE>


          o    and any other information reasonably requested by a member of the
               applicable JC.

          Once approved, an MDP for a YEAR can be amended only by a decision of
     the applicable JC. Each JC shall make reasonable amendments to the MDP as
     required by a change in circumstances warranting such change, such as, for
     example, unanticipated changes in the market for or availability of
     PRODUCT.

          In addition to approval of the MDP, each JC shall discuss, review and
     monitor marketing of PRODUCT in accordance with the MDP therefor, discuss
     future planning for the marketing of PRODUCT, and coordinate and implement
     any required recall of PRODUCT. It is specifically understood, however,
     that the management and direction of marketing and sales activities and the
     implementation of the MDP shall be managed by DISTRIBUTOR rather than the
     JC.

          (b) Any claim, message or other material part of promotional
     materials, samples, advertising, package inserts, labels and materials for
     training sales representatives with respect to PRODUCT, which has not
     previously been approved by BTI, shall be submitted to BTI for its review
     and approval prior to use by DISTRIBUTOR.

          (c) DISTRIBUTOR shall be responsible for providing advice to BTI and
     the appropriate JC with respect to obtaining regulatory approval, where BTI
     has responsibility for obtaining such approval and with respect to
     regulatory compliance of PRODUCT in the TERRITORY.

     3.3 DISTRIBUTOR COMMERCIALIZATION.

          (a) DISTRIBUTOR shall launch the PRODUCT(S) in each REGION within
     ninety (90) days after such PRODUCT has received CE marking and is made
     available by BTI; provided that DISTRIBUTOR shall launch the B Cell-HDM
     PRODUCTS and accompanying EQUIPMENT in the EU within thirty (30) days of
     the EFFECTIVE DATE of this Agreement. For the avoidance of doubt, in
     countries where regulatory approval and/or pricing approval is required,
     DISTRIBUTOR shall launch PRODUCT within ninety (90) days after such
     regulatory approval and pricing approval (as applicable) is obtained.

          (b) After launch of PRODUCT in a country, DISTRIBUTOR agrees to devote
     its best efforts to market and optimize sales of PRODUCT in such country as
     provided for


                                       14


<PAGE>


     in Section 2.5. In the event BTI believes in good faith that DISTRIBUTOR
     has failed to meet its obligations in this Section 3.3 or in Section 2.5(a)
     in any REGION, BTI shall notify DISTRIBUTOR of the nature of such failure.
     If within sixty (60) days after such notice DISTRIBUTOR has not undertaken
     actions which BTI agrees would cure such failure in a commercially
     reasonable period of time, BTI shall have the option to terminate this
     AGREEMENT with respect to such REGION.

          (c) In addition to DISTRIBUTORS obligations under Section 3.3(b) for
     each REGION, (i) at least six (6) months prior to expected approval of
     PRODUCT for sale in such country, and thereafter (ii) no later than October
     1 prior to the start of each applicable YEAR, the JC for the applicable
     REGION shall meet and agree to the minimum number of units of PRODUCTS to
     be purchased by DISTRIBUTOR for each YEAR in each country of a REGION in
     which registration approval of PRODUCT has been obtained, which shall be
     [**] of the estimate for the YEAR as established in accordance with section
     3.2(a). In the event the JC for a particular REGION is unable to agree on
     the estimate for the YEAR, DISTRIBUTOR shall purchase sufficient units of
     PRODUCTS in the aggregate equivalent to [**] of the sales volume of such
     PRODUCTS sold during the previous YEAR times the following multipliers
     (weighting each PRODUCT based on the YEAR of its approval):

          o    for the second full YEAR after the approval of a PRODUCT, [**];

          o    for the third full YEAR after the approval of a PRODUCT, [**];

          o    thereafter, [**].

          It is understood that there shall be [**]

          (d) In the event that DISTRIBUTOR meets DISTRIBUTOR'S obligations
     under Section 3.3(b) but still does not meet the minimum requirements
     determined in accordance with Section 3.3(c) in a REGION for any [**]
     consecutive YEARS then BTI shall have the option to terminate this
     AGREEMENT with respect to such REGION upon sixty (60) days written notice.


                                       15


<PAGE>


SECTION 4. PRODUCT SUPPLY AND DISTRIBUTION

     4.1 PURCHASE OF PRODUCT.

          (a) Subject to Sections 4.2(b) and 4.5, BTI shall sell and DISTRIBUTOR
     shall purchase an amount of PRODUCT equal to DISTRIBUTOR'S requirements in
     the TERRITORY, but in no event shall DISTRIBUTOR purchase less than the
     minimum number of units of PRODUCT provided in Section 3.3. The PRODUCT
     shall be purchased and delivered as finished PRODUCT except in such case as
     BTI shall ship PRODUCT to DISTRIBUTOR prior to QA release with written
     notice to DISTRIBUTOR to quarantine such PRODUCT pending notification of
     final QA release by BTI. In that case, DISTRIBUTOR agrees that it will
     quarantine such PRODUCT and not ship it to END USERS until DISTRIBUTOR
     receives written release from BTI..

          (b) Subject to availability of PRODUCT from BTI, DISTRIBUTOR shall
     maintain sufficient inventories of PRODUCT to enable DISTRIBUTOR to
     effectively satisfy demand for PRODUCT in the TERRITORY.

     4.2 FORECASTS.

          (a) DISTRIBUTOR shall provide BTI and the JC with the best available
     information regarding PRODUCT sales and inventory, as well as a [**]
     by PRODUCT code on the fifteenth business day of each QUARTER with the
     amount specified for each month of the next QUARTER being a binding order
     for that month. This forecast must be approved by the JC and shall be
     consistent with the estimate for the YEAR as determined pursuant to
     Section 3.2(a). The amount specified for each month that is a binding
     order for that month pursuant to this Section 4.2 shall not differ
     (increase or decrease) by more than [**] from the amount specified in the
     rolling forecast for that month that is provided in the QUARTER that
     immediately precedes the rolling forecast for the QUARTER in which the
     order becomes binding. PRODUCT ordered as a binding order for a month shall
     be delivered as soon as reasonably practical; provided that no more than
     [**] of the YEAR'S estimate shall be a binding order for any one month. In
     the event DISTRIBUTOR's order exceeds such amount, BTI will use reasonable
     commercial efforts to accommodate any such order.


                                       16


<PAGE>


          (b) BTI shall not be required to sell or deliver an amount of PRODUCT
     in a month greater than [**] of the binding order for the month or [**] of
     the binding order at such time as DISTRIBUTOR's minimums are calculated in
     accordance with the default formula set forth in Section 3.3(c), but shall
     use reasonable commercial efforts to accommodate any such order.

     4.3 FORM OF ORDER. DISTRIBUTOR'S orders shall be made pursuant to a
purchase order which is in a form mutually acceptable to the parties. BTI shall
use all reasonable efforts to notify DISTRIBUTOR within ten (10) days from
receipt of an order of its ability to fill any amounts of such order in excess
of the quantities that BTI is obligated to supply. No terms contained in any
purchase order, acknowledgment or similar standardized form shall be construed
to amend or modify the terms of this AGREEMENT and in the event of any conflict,
this AGREEMENT shall control unless expressly agreed in writing.

     4.4 PRODUCT REJECTION. If inspection by DISTRIBUTOR reveals that the
PRODUCT supplied by BTI under this AGREEMENT is damaged goods or in any other
regard fails to conform to the applicable SPECIFICATIONS or to the provisions of
Section 4.8 of this AGREEMENT, or in the event such non-conformity is determined
by the END USER promptly after receipt or use by such END USER (except that the
END USER's reason for rejection may not be based on expiration of a PRODUCT if
the PRODUCT had a reasonable remaining shelf life at the time the PRODUCT was
delivered to DISTRIBUTOR), DISTRIBUTOR shall notify BTI no later than fifteen
(15) days after DISTRIBUTOR's receipt of PRODUCT or after notice from such END
USER, as the case may be, and DISTRIBUTOR shall present reasonable evidence to
BTI of such nonconformity or damages. If BTI does not receive such notification
within fifteen (15) days such PRODUCT shall be deemed acceptable and accepted.
BTI shall replace, at no additional expense to DISTRIBUTOR, such non-conforming
PRODUCT with new PRODUCT which does conform within fifteen (15) days after
receipt of DISTRIBUTOR'S notification under this Section. BTI may analyze any
unit of PRODUCT rejected by DISTRIBUTOR for nonconformity and if it is
objectively established that the PRODUCT was conforming, then DISTRIBUTOR shall
be responsible for payment for any such units of PRODUCT. If the parties do not
agree, then the parties shall commission a mutually acceptable qualified
independent


                                       17


<PAGE>


laboratory to resolve the matter. BTI shall give DISTRIBUTOR written
instructions as to how DISTRIBUTOR should dispose of any non-conforming material
at BTI's expense, and such instructions shall comply with all appropriate
governmental requirements.

     4.5 SHORTAGE OF SUPPLY. DISTRIBUTOR acknowledges that BTI is manufacturing
PRODUCT through subcontractors and if at any time BTI becomes unable to supply
worldwide requirements for the PRODUCT, or becomes aware that it will be unable
to supply, it shall promptly notify DISTRIBUTOR in writing. In such event, the
OVERSIGHT COMMITTEE shall immediately meet to address the problem, including
locating alternative suppliers and facilities to increase production and
identifying other actions necessary to resolve the problem. BTI shall take all
reasonable actions to alleviate the shortage and, if applicable, shall
reasonably allocate any PRODUCT during any shortage.

     4.6 SPECIFICATIONS AND REMEDIES. With respect to PRODUCT sold to
DISTRIBUTOR, the PRODUCT will comply with the SPECIFICATIONS and be produced in
accordance with the applicable rules and regulations of the regulatory
authorities in the respective country of the TERRITORY, where the PRODUCT is
produced. DISTRIBUTOR'S sole and exclusive remedy, and BTI's exclusive
liability, for breach of this Section 4.6 and Section 4.4 is recovery of the
price paid for PRODUCT (if BTI is unable to replace said PRODUCT) plus any out
of pocket expenses incurred by DISTRIBUTOR or its AFFILIATE in recovering,
testing and returning or disposing of non-conforming PRODUCT. EXCEPT AS
OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT, BTI MAKES NO REPRESENTATIONS
AND EXTENDS NO WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, WITH RESPECT
TO PRODUCTS INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, OR
FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT OF THE INTELLECTUAL
PROPERTY RIGHTS OF THIRD PARTIES.

     4.7 TITLE AND RISK OF LOSS. All sales of PRODUCT shall be F.O.B. the
production facility designated by BTI, including BTI's own or contracted
facilities.. Title and risk of loss or damage to PRODUCT shall pass to
DISTRIBUTOR upon delivery of PRODUCT to the carrier designated by the
DISTRIBUTOR. DISTRIBUTOR shall pay the cost and expense of


                                       18


<PAGE>


transportation and insurance directly to the carrier. The cost for all necessary
consular and similar documents and approvals shall be borne by DISTRIBUTOR.
DISTRIBUTOR expressly releases BTI for any loss or damage arising from delays in
delivery of PRODUCTS by the carrier designated by DISTRIBUTOR.

     4.8 PACKAGING AND SHIPPING: PRODUCTS will be packed for shipping in
packaging appropriate to maintain the necessary temperature during shipping
and any anticipated storage period under PRODUCT SPECIFICATIONS. BTI will use
commercially reasonable efforts to ensure that, at the time of delivery to
the carrier, the PRODUCTS will have a remaining shelf life of [**] PRODUCT
life but no less than (i) [**] during the first [**] this AGREEMENT is in
effect; (ii) [**] during the next [**] period; and (iii) [**] thereafter. If
during the first [**] after the EFFECTIVE DATE BTI has shipped PRODUCT with a
shelf life of less than [**] and DISTRIBUTOR is unable to sell such PRODUCT
prior to its expiration, BTI will replace such expired PRODUCT at a price
which equals BTI's actual cost to manufacture.

SECTION 5. PRICE FOR PRODUCTS

     5.1 PRICE.

          (a) BTI shall sell and DISTRIBUTOR shall purchase PRODUCTS at a price
     payable in U.S. dollars equal to the EQUIPMENT TRANSFER PRICE and the
     DISPOSABLE TRANSFER PRICE in effect at the time of the sale.

          (b) Additionally, DISTRIBUTOR shall pay to BTI, on a REGION by REGION
     basis, the difference, if any, between the DISPOSABLE TRANSFER PRICE of
     PRODUCTS and [**] of the NET SALES of such PRODUCTS sold by DISTRIBUTOR
     during each QUARTER.

          After a DISPOSABLE PRODUCT has been commercially available for [**],
     either party may request that the JC approve an adjustment in the TRANSFER
     PRICE of such PRODUCT and thereafter may request an adjustment [**] so
     long as this AGREEMENT remains in effect if the following conditions
     exist.


                                       19


<PAGE>


               (i) BTI may request that the JC approve an increase in the
          DISPOSABLE TRANSFER PRICE and/or the EQUIPMENT TRANSFER PRICE (so long
          as after such increase the DISPOSABLE TRANSFER PRICE of PRODUCTS will
          not be greater than [**] of the NET SALES for such PRODUCTS during the
          previous six (6) month period) if the cost of components for PRODUCTS
          increases by more than [**] from the cost as of the EFFECTIVE DATE or
          the most recent increase in the TRANSFER PRICE for PRODUCTS included
          in Exhibit B.

               (ii) DISTRIBUTOR may request that the JC decrease the DISPOSABLE
          TRANSFER PRICE up to [**] of the then applicable DISPOSABLE TRANSFER
          PRICE for the next twelve (12) month period but DISTRIBUTOR may not
          receive more than [**] price reductions of [**] (as calculated above)
          during the term of this AGREEMENT. To be eligible for any such price
          decrease, DISTRIBUTOR must demonstrate that, based on DISPOSABLE
          PRODUCT NET SALES during the most recent six (6) month period, the
          DISPOSABLE TRANSFER PRICE was greater than [**] of the NET SALES of
          such PRODUCTS to END USERS.

     Upon approval of any request to modify the DISPOSABLE TRANSFER PRICE and/or
     the EQUIPMENT TRANSFER PRICE, Exhibit B shall be amended to include the new
     TRANSFER PRICES for PRODUCTS.

     5.2 PAYMENT FOR PRODUCTS. The portion of the price for PRODUCTS set forth
in Section 5.1(a) shall be due and payable within forty five (45) days of the
later of shipment or BTI's invoice of the PRODUCT. The portion of the price for
PRODUCT set forth in Section 5.1(b) shall be paid within forty-five (45) days
after the QUARTER in which PRODUCT is sold by DISTRIBUTOR or its AFFILIATES or
its or their SUBDISTRIBUTORS. In the event DISTRIBUTOR fails to make any payment
when due, in addition to any other remedies BTI may have, DISTRIBUTOR shall pay
the lesser of one and one-half percent (1 1/2%) interest per month, or the
highest rate permitted by applicablE law. BTI shall not be deemed to be in
breach of this Agreement or any purchase order issued hereunder by failing to
ship PRODUCTS if


                                       20


<PAGE>


DISTRIBUTOR has a past due balance owed to BTI and DISTRIBUTOR shall pay BTI for
any costs incurred in collecting such past due unpaid balance.

     5.3 DELIVERY OF ACCOUNTING.

          (a) Within forty-five (45) days after the end of each CALENDAR
     QUARTER, DISTRIBUTOR shall deliver to BTI a full and accurate written
     accounting with respect to PRODUCT sold in the TERRITORY on a REGION by
     REGION basis as follows:

               (i) Quantity and price of each PRODUCT sold by product code (by
          country) to each customer by DISTRIBUTOR and its AFFILIATES and, if
          applicable, their SUBDISTRIBUTORS. This accounting shall include
          information related to reductions based on EQUIPMENT sales, including
          discounts or amortization relative to EQUIPMENT.

               (ii) Gross sales (by country and customer) in the same local
          currency in which DISTRIBUTOR's prices are published.

               (iii) Calculation of NET SALES (by country and customer) in the
          same local currency in which DISTRIBUTOR's prices are published.

               (iv) Exchange rates for converting each local currency into U.S.
          Dollars for each month of the QUARTER utilizing the method set out in
          section 6.1.

               (v) Aggregate NET SALES in U.S. dollars in each country and
          REGION, using conversion rates identified in paragraph (iv) above.

               (vi) Amount of DISPOSABLE TRANSFER PRICE paid to BTI under
          Section 5.1(a).

               (vii) Calculation of total net compensation payable to BTI under
          Section 5.1(b).

               (viii) Any other information reasonably requested by BTI and in
          the possession of DISTRIBUTOR.

          (b) Beginning and ending inventories for PRODUCT in each country for
     each YEAR shall be provided to BTI by DISTRIBUTOR within sixty (60) days
     after the end of the applicable YEAR.


                                       21


<PAGE>


     5.4 BTI AUDIT RIGHTS. DISTRIBUTOR shall keep, and shall cause its
AFFILIATES and its and their SUBDISTRIBUTORS to keep, complete and accurate
records of the accounting items of 5.3(a)(i) through 5.3(a)(viii), such records
to be in a form required under U.S. Generally Accepted Accounting Principles
(GAAP) (or IAS if applicable), consistently applied. BTI shall have the right at
its expense on reasonable advance notice to examine such records, in Lakewood,
Colorado USA or such other location where such records are maintained in the
usual course of business, through a certified public accountant or other
representative reasonably acceptable to DISTRIBUTOR during regular business
hours during the life of this AGREEMENT and for one (1) year after its
termination; provided, however, that such examination shall not take place more
often than twice a year and shall not cover such records for more than the
preceding three (3) years and provided further that such accountant shall report
to BTI only as to the accuracy of the records and details with respect thereto.
In the event that such inspection reveals that, for the applicable period, the
amounts paid to BTI, pursuant to Sections 5.1(a) and (b) is less than the
amounts that should have been paid to BTI, DISTRIBUTOR shall pay such deficiency
to BTI plus interest as provided in Section 5.2, and if such payments are at
least ten percent (10%) less than the payments that should have been made, then
DISTRIBUTOR shall also pay the reasonable cost of such inspection.

SECTION 6. PAYMENTS

     6.1 U.S. DOLLARS. All sums due under this AGREEMENT shall be payable in
U.S. dollars. Monetary conversion from the currency of a foreign country, in
which PRODUCT is sold, into United States currency shall be calculated as
follows:

          (a) From the EFFECTIVE DATE through December 31, 2001, the actual
     exchange rate as published by Reuters for each month during such period;

          (b) For the YEAR 2002 and each YEAR thereafter, as determined by BTI
     during the final quarter of the previous YEAR, either in accordance with
     the standard method used internally by DISTRIBUTOR for making such
     conversions or the actual exchange rate as published by Reuters for each
     month during the relevant YEAR.


                                       22


<PAGE>


     6.2 FEES. DISTRIBUTOR shall:

          (a) Pay to BTI an initial fee of four Million Dollars ($4,000,000) on
     the EFFECTIVE DATE of this Agreement, in consideration of which fees
     DISTRIBUTOR has been granted the rights set forth herein in the TERRITORY.

          (b) At such time as BTI notifies DISTRIBUTOR in writing that any
     DISPOSABLE PRODUCT listed in Exhibit A has been granted the CE Mark and is
     ready for delivery, DISTRIBUTOR shall pay BTI an additional fee of [**] per
     PRODUCT. The parties acknowledge that CE mark approval has been obtained
     for the first such PRODUCT and that the fee set forth herein is payable on
     the EFFECTIVE DATE with respect to such PRODUCT.

          (c) An additional fee of [**] will also be paid by DISTRIBUTOR for
     the BrCa-HDM breast tumor PRODUCT listed in Exhibit A upon any [**]
     for [**] based on [**] from a [**] commitment to diligently develop the
     BrCa-HDM breast tumor PRODUCT.

          (d) In the event that during the term of this AGREEMENT BTI determines
     to develop or release additional products in the FIELD, BTI shall notify
     DISTRIBUTOR and DISTRIBUTOR shall have an option to add such products to
     this AGREEMENT in the TERRITORY upon payment of an additional fee of [**]
     per product line, payable upon exercise of DISTRIBUTOR'S option, and an
     additional fee upon the granting of the CE mark for any such PRODUCT of
     [**] of the cumulative [**] year revenue forecast for such PRODUCTS in the
     TERRITORY (as determined by the JCs in good faith). In the event
     DISTRIBUTOR fails to exercise its option hereunder within sixty (60) days
     after notification by BTI, the option will expire and BTI shall be free to
     offer or grant such rights to a THIRD PARTY on whatever terms it chooses or
     to commercialize such products itself. The additional fee for a new use of
     an antibody used in a DISPOSABLE PRODUCT already listed in Exhibit A shall
     be determined by the parties in good faith at the time BTI determines to
     develop or release a product for such new use. In the event that the number
     of bone marrow transplants for the treatment of breast cancer reach [**]
     in Europe within [**] of the EFFECTIVE DATE of this


                                       23
<PAGE>


     AGREEMENT as determined by the European Bone Marrow Transplant Group
     Registry, adjusted upward to reflect the percentage, as specified by the
     EBMT Registry of non-reporting transplant groups, then DISTRIBUTOR shall
     within thirty (30) days of publication of such determination pay BTI the
     sum of [**]; provided, however, that BTI will refund such payment if BTI
     has not received a CE mark for the breast cancer PRODUCT within [**]
     after the EFFECTIVE DATE.

          (e) All of the sums payable hereunder shall be payable by DISTRIBUTOR
     from its principal place of business in the United States and DISTRIBUTOR
     acknowledges that none of such payments are subject to withholding taxes
     and therefore shall be paid in full when due.

SECTION 7. DEVELOPMENT

     7.1 PRODUCT DEVELOPMENT. During the term of the AGREEMENT, BTI shall use
commercially reasonable efforts to achieve CE mark approval of PRODUCT from the
appropriate agency permitting sale under the Medical Device Directives in the EU
and shall keep the JC reasonably informed of its activities. In the event such
approval is not obtained , the sole and exclusive remedy shall be deletion of
the PRODUCT in question from this AGREEMENT.

     7.2 REGULATORY COST IN THE TERRITORY.

          (a) BTI shall be responsible for the entire cost and expense of
     performing pre-clinical studies and providing quality system documents
     necessary to obtain CE mark approval for PRODUCTS requiring such approval
     from the EC in Europe.

          (b) If the JC decides to conduct any additional post regulatory
     approval studies in the EU or any such study is required for PRODUCT
     registration or reimbursement in a sub-region of the TERRITORY, then on an
     ongoing basis, DISTRIBUTOR shall pay the entire cost and expense of such
     studies. DISTRIBUTOR shall have the right to credit [**] of any amounts
     paid by DISTRIBUTOR under this Section 7.2(b) with respect to PRODUCT for
     a country against the next quarterly payment pursuant to Section 5.1(b)
     and, if not fully credited, then against any amounts due from DISTRIBUTOR
     to


                                       24


<PAGE>


     BTI thereafter. DISTRIBUTOR will provide such PRODUCTS free of charge to
     END USERS for use in the study and will not sell such PRODUCTS directly or
     indirectly.

          (c) Any studies for which BTI has contracted as of the EFFECTIVE DATE
     shall be deemed approved by the JC and subject to DISTRIBUTOR sharing [**]
     the cost of PRODUCT to be used in such studies after the EFFECTIVE
     DATE. DISTRIBUTOR shall manage such studies, but shall not be responsible
     for any other costs or funding associated with such studies.

          (d) If clinical studies are required for CE mark approval in the EU
     due to changes in the laws or regulations of any sub-region, the JC will
     determine in good faith how the costs of such studies should be shared by
     BTI and DISTRIBUTOR.

     7.3 PRICING/REIMBURSEMENT. DISTRIBUTOR will pursue at its cost and expense
pricing approval and/or reimbursement from the appropriate governmental
(national and state and/or local) authorities in any countries where required.
DISTRIBUTOR agrees to keep the JC reasonably informed as to the status of such
applications, approvals and/or denials.

     7.4 BTI ASSISTANCE. BTI shall, at DISTRIBUTOR'S non-creditable expense,
provide any and all assistance reasonably required by DISTRIBUTOR to obtain
regulatory approval of PRODUCT in countries of the TERRITORY.

SECTION 8. PATENT INFRINGEMENT

     8.1 INFRINGEMENT BY PRODUCT.

          (a) In the event either party becomes aware of any potential patent or
     trademark infringement, or in the event of the institution of any suit by a
     THIRD PARTY against DISTRIBUTOR or BTI for patent or trademark infringement
     involving the use, sale, distribution or marketing of PRODUCT that is being
     distributed by DISTRIBUTOR, its AFFILIATES or their SUBDISTRIBUTORS under
     this AGREEMENT anywhere in the TERRITORY, either party shall promptly
     notify the other in writing. With respect to any such action, BTI shall
     bear, and shall hold DISTRIBUTOR harmless from, the costs of


                                       25


<PAGE>


     defense and of any compensatory damages awarded against either of them. BTI
     shall have the sole right to control the defense, settlement and compromise
     of any such action.

          (b) If a court of competent jurisdiction determines that a third party
     has a superior right in the technology relating to the PRODUCTS, or if BTI
     voluntarily abandons its rights as part of a settlement with a third party
     claiming superior rights, BTI will use its best efforts to obtain, at BTI's
     expense, a commercially reasonable license for DISTRIBUTOR to continue to
     sell the PRODUCTS.

     8.2 THIRD PARTY INFRINGEMENT. In the event that BTI or DISTRIBUTOR becomes
aware of actual or threatened infringement of a patent or trademark owned by BTI
anywhere in the TERRITORY related to PRODUCTS, that party shall promptly notify
the other party in writing and actively consult and co-operate in responding to
such event. BTI shall have the first right but not the obligation to bring, at
its own expense, an infringement action against such THIRD PARTY. If BTI does
not commence a particular infringement suit within thirty (30) days of receipt
of a request by DISTRIBUTOR to do so, then DISTRIBUTOR, after notifying BTI in
writing and obtaining BTI's consent, which shall not be unreasonably withheld,
shall be entitled to bring such infringement action at DISTRIBUTOR'S expense and
to include BTI as a nominal party plaintiff. Subject to Section 8.4, the party
conducting such action shall have full control over its conduct. Subject to
Section 8.3 regardless of which party brings such action, the other party hereby
agrees to cooperate reasonably in any such effort at its expense. The party not
bringing the action shall have the right, but not the duty, to participate in
such action at its own expense with its own counsel.

     8.3 RECOVERY. BTI and DISTRIBUTOR shall first recover their respective
actual out-of-pocket expenses (including reasonable attorney fees), or equitable
proportions thereof, associated with any litigation against infringers
undertaken pursuant to Section 8.2 above or settlement thereof from any
resulting recovery made by any party. Any excess amount of such a recovery shall
be shared between DISTRIBUTOR and BTI, with each party receiving in proportion
to its economic interest in the infringed property: [**] to BTI and [**] to
DISTRIBUTOR. In the event that the party not bringing the action is willing to
waive its right to participate in the recovery obtained from the THIRD PARTY,
then the party instituting the


                                       26


<PAGE>


lawsuit shall be responsible for all costs and expenses of the non-participating
party in cooperating with the party instituting the lawsuit.

     8.4 STATUS OF ACTIVITIES AND SETTLEMENT. The parties shall keep one another
informed of the status of their respective activities regarding any litigation
or settlement thereof concerning PRODUCT in the TERRITORY; provided however that
no settlement or consent judgment or other voluntary final disposition of any
suit defended or action brought by a party pursuant to this Section 8 may be
entered into without the consent of the other party if such settlement would
require the other party to be subject to an injunction or to make a monetary
payment or would otherwise adversely affect the other party's rights under this
AGREEMENT. In addition, DISTRIBUTOR shall not have the right to settle or enter
into a consent judgment or a voluntary disposition if it will adversely affect
any patent owned by BTI or BTI's interest therein.

     8.5 ABANDONMENT RIGHTS. BTI, in its sole discretion, may elect to abandon
its rights to patents or trademarks in any country of the TERRITORY without any
liability to DISTRIBUTOR and DISTRIBUTOR'S sales of PRODUCTS in those countries
will continue to be covered under the terms of this AGREEMENT

SECTION 9. OPTIONS

     9.1 UNITED STATES AND CANADA. DISTRIBUTOR shall have an option to
negotiate with BTI to obtain the exclusive right to distribute PRODUCTS in
the United States and/or Canada, which option may be exercised by giving BTI
written notice at any time during the [**] period which commences one (1)
month following the EFFECTIVE DATE. If DISTRIBUTOR provides notice that it
wishes to exercise its option with respect to the United States and/or
Canada, it shall pay BTI at the time it provides such notice a non-refundable
fee of [**] for the United States. The parties will then enter into
negotiations for up to [**] to endeavor to agree upon the terms of a separate
agreement with respect to these rights. In the event an agreement cannot be
reached by the end of the [**] period BTI shall be free to offer such rights
to a THIRD PARTY on such terms as it may determine not more favorable than
those offered to DISTRIBUTOR; provided however that until DISTRIBUTOR'S
option expires BTI


                                       27


<PAGE>


will not offer any such rights to any THIRD PARTY to distribute PRODUCTS in
the United States or Canada. Notwithstanding the foregoing, in the event
DISTRIBUTOR notifies BTI that it wishes to exercise its option hereunder but
does not pay the fee as aforesaid BTI will enter into negotiations with
DISTRIBUTOR on a non-exclusive basis for the earlier of [**] following
commencement of negotiations, or until BTI in its sole discretion determines
to grant such rights to a THIRD PARTY.

     9.2 JAPAN. In the event BTI determines it is ready to commence
discussions with THIRD PARTIES relative to commercialization of PRODUCTS for
sales in Japan, BTI shall first notify DISTRIBUTOR of the opportunity to
obtain such rights under a separate agreement. In the event DISTRIBUTOR
wishes to obtain such rights DISTRIBUTOR shall notify BTI within thirty(30)
days of such notification by BTI. In the event DISTRIBUTOR so notifies BTI,
the parties shall negotiate in good faith for [**] with respect to an
agreement for such rights. If no agreement is reached within that time BTI
shall be free to offer such rights to a THIRD PARTY on whatever terms it
deems appropriate.

SECTION 10. TRADEMARK

     10.1 TRADEMARK SELECTION. BTI and DISTRIBUTOR shall jointly select a
trademark under which PRODUCT will be distributed by DISTRIBUTOR. If BTI and
DISTRIBUTOR cannot agree on such a trademark, then BTI shall have the right to
select such trademark. The trademark selected jointly or by BTI is the
TRADEMARK.

     10.2 BTI OWNERSHIP OF TRADEMARK. BTI shall own all right, title and
interest in and to the TRADEMARK, and DISTRIBUTOR acknowledges and agrees that
any and all uses of the TRADEMARK by DISTRIBUTOR, its AFFILIATES and its and
their SUBDISTRIBUTORS shall be for and inure to the benefit of BTI. The costs of
registration and maintenance shall be borne by BTI.

     10.3 PROMOTIONAL MATERIALS. DISTRIBUTOR shall submit representative samples
of all promotional materials using the TRADEMARK(S) to BTI for BTI's reasonable
approval prior


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<PAGE>


to their first use and prior to any subsequent significant or substantial change
or addition to such promotional materials provided that if BTI has not responded
within four (4) weeks after such submissions, BTI's approval will be deemed to
have been received. DISTRIBUTOR shall acknowledge BTI's interest in the
TRADEMARK in all materials that use the TRADEMARK.

     10.4 USE OF TRADEMARK.

          (a) DISTRIBUTOR agrees that it will use the TRADEMARK only on PRODUCT
     and related promotional materials distributed by DISTRIBUTOR in accordance
     with the terms and conditions of this Agreement.

          (b) DISTRIBUTOR agrees that it will not use the TRADEMARK in any
     manner that adversely affects the TRADEMARK and/or BTI's interest therein.

          (c) BTI may conduct an audit or inspection of DISTRIBUTOR'S use of the
     TRADEMARK to determine DISTRIBUTOR'S compliance with this provision and
     DISTRIBUTOR will cooperate with BTI in this regard.

          (d) Use of the TRADEMARK on any printed material shall always be
     accompanied by an appropriate legend agreed to by BTI, denoting BTI as the
     owner of the TRADEMARK.

          (e) The parties will cooperate with each other to register
     DISTRIBUTOR'S use of the TRADEMARK in any country where required.

          (f) DISTRIBUTOR will cease use of the TRADEMARK in all countries upon
     termination of this AGREEMENT; or in any country in which DISTRIBUTOR'S
     rights under this AGREEMENT have been terminated.

          (g) DISTRIBUTOR will not register any domain names which incorporate
     the TRADEMARK or marks that are confusingly similar to the TRADEMARK or any
     part of BTI's tradename.


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<PAGE>


SECTION 11. INDEMNITY AND INSURANCE

     11.1 INDEMNIFICATION BY DISTRIBUTOR. Notwithstanding any other provision of
this Agreement, DISTRIBUTOR shall defend, indemnify and hold harmless BTI, its
officers, directors, shareholders, employees, agents, successors and assigns (a
"BTI Indemnified Party") from any loss, damage, or liability, including
reasonable attorney's fees, resulting from any THIRD PARTY claim, complaint,
suit, proceeding or cause of action against any of them of any nature
(individually and collectively "BTI Loss(es)"), resulting from or arising out of
(i) the negligence or willful misconduct of DISTRIBUTOR, its AFFILIATES, or its
or their SUBDISTRIBUTORS (as to SUBDISTRIBUTORS as such conduct relates to their
performance under this Agreement) or any of their respective officers,
directors, employees or agents (individually and collectively a "DISTRIBUTOR
ACTOR"), or (ii) any violation of approved labeling by a DISTRIBUTOR ACTOR, or
(iii) the marketing of the PRODUCT, or any other action of a DISTRIBUTOR ACTOR,
with respect to PRODUCT in each case which is not in compliance with applicable
law, rules or regulation, or (iv) from any claim, warranty or representation of
a DISTRIBUTOR ACTOR with respect to PRODUCT that is inconsistent with approved
labeling, or (v) any damages or changes to the PRODUCT made by a DISTRIBUTOR
ACTOR.

     11.2 INDEMNIFICATION BY BTI. Notwithstanding any other provision of this
Agreement, BTI shall defend, indemnify and hold harmless DISTRIBUTOR, or its
AFFILIATES and their respective officers, directors, shareholders, employees,
successors and assigns ("DISTRIBUTOR INDEMNIFIED PARTY") from any THIRD PARTY
claim, complaint, suit, proceeding or cause of action against any of them of any
nature (individually and collectively "DISTRIBUTOR Loss(es)"), resulting from or
arising out of (i) the negligence or willful misconduct of BTI or its
AFFILIATES, or its subcontractors (as to subcontractors as such conduct relates
to the PRODUCT), or their respective officers, directors, employees or agents
(individually and collectively a "BTI ACTOR"); or (ii) DISTRIBUTOR Losses that
are determined to result from a PRODUCT not conforming to the SPECIFICATIONS for
the PRODUCT or (iii) DISTRIBUTOR Losses that are determined to result from
manufacturing defect with respect to PRODUCT provided to DISTRIBUTOR by BTI,
which manufacturing defect was not known to a


                                       30


<PAGE>


DISTRIBUTOR INDEMNIFIED PARTY; or (iv) any action of a BTI ACTOR, with respect
to PRODUCT which is not in compliance with applicable law, rules or regulation.

     11.3 PROCEDURE FOR INDEMNIFICATION. A person or entity that intends to
claim indemnification under this Section 11 (the "Indemnitee") shall promptly
notify the other party (the "Indemnitor") of any loss in respect of which the
Indemnitee intends to claim such indemnification. The indemnity agreement in
this Section 11 shall not apply to amounts paid in settlement of any loss,
claim, damage, liability or action if such settlement is effected without the
consent of the Indemnitor, which consent shall not be withheld or delayed
unreasonably. The failure to deliver notice to the Indemnitor within a
reasonable time after the commencement of any such action, only if prejudicial
to its ability to defend such action, shall relieve such Indemnitor of any
liability to the Indemnitee under this Section 11, but the omission so to
deliver notice to the Indemnitor will not relieve it of any liability that it
may have to any Indemnitee otherwise than under this Section 11. The Indemnitee
under this Section 11, its employees and agents, shall cooperate fully with the
Indemnitor and its legal representatives in the investigations of any action,
claim or liability covered by this indemnification. An Indemnitee shall have the
right to participate in the defense of any such claim, complaint, suit,
proceeding or cause of action utilizing attorneys of its choice, at its own
expense, provided, however, that, the Indemnitor shall have full authority and
control to handle any such claim, complaint, suit, proceeding or cause of
action, including any settlement or other disposition thereof, for which the
Indemnitor agrees to provide full indemnification under this Section 11.

     11.4 INSURANCE.

          (a) Each of the Parties shall maintain in effect at all times during
     the term of this Agreement insurance with a company with an A.M. Best
     rating of B+XII or better. Such insurance shall include, without
     limitation, the following: (i) workers' compensation coverage in statutory
     amounts and in compliance with the laws and regulations where the party
     conducts its business; (ii) employer's liability coverage with minimum
     limits of $1 million bodily injury for each accident, $1 million bodily
     injury disease aggregate, and $1 million bodily injury by disease for each
     employee; (iii) comprehensive general liability ("CGL") with minimum limits
     of $5 million combined single limits per occurrence for


                                       31


<PAGE>


     bodily injury and property damage and $5.0 million general aggregate
     written on an occurrence basis. The CGL insurance shall contain, but not be
     limited to, personal injury liability and contractual liability, which
     insures the party's indemnification obligations under this Agreement. Each
     Party shall be designated as an additional insured to the CGL insurance of
     the other Party.

          (b) Each of the Parties shall maintain a minimum of $5 million per
     claim and in the aggregate of product liability and completed operations
     insurance, which will be on an occurrence basis, and if such policy is
     claims-made, shall be maintained for a minimum of three (3) years following
     the expiration or any termination of this AGREEMENT; or, in the
     alternative, a tail policy purchased for such three year period.

          (c) All insurance maintained by either Party shall be primary coverage
     without any right of contribution from the other Party. On or before the
     first use of the PRODUCT in humans, and thereafter upon request by the
     other Party, each Party shall provide the other Party with certificates
     which evidence the insurance required to be maintained under this
     Agreement. The certificates of insurance required hereunder shall state
     that the other Party shall be provided a minimum of thirty (30) calendar
     days' prior written notice of any proposed cancellation, material change in
     coverage, or expiration without renewal. BTI shall also maintain in its
     files evidence of all contractors' and subcontractors' insurance coverage
     and shall provide proof of such coverage to DISTRIBUTOR upon DISTRIBUTOR'S
     request. The terms of this Section shall not be deemed to limit the
     liability of either party hereunder.

     11.5 LIMIT OF LIABILITY. Notwithstanding anything in this AGREEMENT to the
contrary BTI shall have no liability for indirect, consequential or special
damages, including, but not limited to, damages for lost profits and BTI's
liability for any and all losses or damages to DISTRIBUTOR resulting from
defective PRODUCTS or from any other cause shall be limited to the proceeds from
liability insurance maintained by BTI or its parent corporation plus an amount
up to the total of all fees and PRODUCT costs paid by DISTRIBUTOR to BTI under
this AGREEMENT.


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<PAGE>


SECTION 12. ADVERSE EXPERIENCES, RECALLS AND CONFIDENTIALITY

     12.1 ADVERSE EXPERIENCES.

          (a) With respect to any adverse experiences relating to the PRODUCT,
     the parties shall report to each other and the appropriate regulatory
     authorities in the countries in which the PRODUCT is being developed or
     commercialized, in accordance with the appropriate laws and regulations of
     the relevant countries and authorities. Such reporting activities within
     the TERRITORY shall be coordinated by the JC. If the manufacturer of a
     PRODUCT is obligated in any jurisdiction to be the sole reporter of adverse
     events, including MDRs and vigilance reports, then BTI shall be solely
     responsible for such filing.

          (b) Promptly following the execution of this AGREEMENT the parties
     agree to (i) enter into a standard operating procedure to govern
     collection, investigation and reporting to regulatory authorities of
     PRODUCT-related adverse experience reports, quality reports, and complaint
     reports, and (ii) establish criteria for Medical Device Reporting (MDR)
     such that all of the parties can comply with their legal obligations
     worldwide. The standard operating procedure and/or reporting criteria will
     be promptly amended as changes in legal obligations require.

     12.2 AGENCY ACTION. The parties agree to notify each other as soon as
possible of any information received by a party regarding any threatened or
pending action by a regulatory authority which may affect the safety or efficacy
claims of PRODUCT or the continued marketing of such PRODUCT.

     12.3 RECALLS.

          (a) If any governmental authority having jurisdiction requires or
     reasonably requests any party to recall any PRODUCT due to a defect in the
     manufacture, processing, packaging or labeling of PRODUCT or for any other
     reason whatsoever, such party shall immediately notify in writing the other
     party to this AGREEMENT. BTI shall also have the right to initiate this
     recall procedure absent a request from a governmental authority after
     consultation with the DISTRIBUTOR. All costs of any recall shall be borne
     by BTI to the extent such recall is the result of the negligence or willful
     misconduct of BTI or


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<PAGE>


     manufacturer or is based on nonconformity with the SPECIFICATIONS for the
     PRODUCT and/or a defect, error or omission in regard to the manufacture of
     the PRODUCT. Costs of any recall shall be borne by DISTRIBUTOR to the
     extent such recall is the result of the negligence or willful misconduct of
     DISTRIBUTOR or SUBDISTRIBUTOR or is based on the storage, handling or
     promotional activities controlled by DISTRIBUTOR OR SUBDISTRIBUTOR.

          (b) Prior to commencing any recall, DISTRIBUTOR shall review with BTI
     the proposed manner in which the recall is to be carried out. DISTRIBUTOR
     agrees to follow any reasonable advice of BTI as to the manner of
     completing the recall, so long as such advice is not inconsistent with the
     requirements of the governmental authority involved, if any.

          DISTRIBUTOR shall carry out the recall in the manner agreed upon
     between BTI and DISTRIBUTOR in as expeditious a manner as possible and in
     such a way as to cause the least disruption to the sales of the PRODUCT and
     to preserve the goodwill and reputation attached to the PRODUCT and to the
     names of DISTRIBUTOR and BTI.

     12.4 CONFIDENTIALITY.

          (a) During the term of this AGREEMENT, it is contemplated that a party
     will disclose to the other party proprietary and confidential technology,
     specifications, technical information and the like which are owned or
     controlled by or licensed to a party ("Confidential Information"). The
     receiving party agrees to retain the disclosing party's Confidential
     Information in confidence and not to disclose any such Confidential
     Information to a THIRD PARTY without the prior written consent of the
     disclosing party and to use the disclosing party's Confidential Information
     only for the purposes of this AGREEMENT. The obligations of confidentiality
     will not apply to Confidential Information which:

               (i) was known to the receiving party or generally known to the
          public prior to its disclosure hereunder;

               (ii) subsequently becomes known to the public by some means other
          than a breach of this AGREEMENT;


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<PAGE>


               (iii) is subsequently disclosed to the receiving party by a THIRD
          PARTY having a lawful right to make such disclosure, and who is not
          under an obligation of confidentiality to the disclosing party or is
          developed by the receiving party independently of the disclosure of
          the disclosing party;

               (iv) is required by law or BONA FIDE legal process to be
          disclosed provided that the receiving party takes all reasonable steps
          to restrict and maintain confidentiality of such disclosure and
          provides reasonable prior notice to the disclosing party;

               (v) is approved for release by the parties; or

               (vi) is pre-clinical or clinical data concerning PRODUCT which
          DISTRIBUTOR is reasonably required to disclose to consultants (such as
          advertising agencies, reimbursement experts and marketing research
          companies), customers, healthcare professionals, consumers or
          regulatory agencies as part of its routine advertising or promotional
          activities or medical education, professional services, adverse event
          investigation and reporting, or PRODUCT quality or complaint
          investigation and reporting functions, or which is disclosed by
          DISTRIBUTOR to AFFILIATES and SUBDISTRIBUTORS in order to allow them
          to market and sell PRODUCT in their respective countries of the
          TERRITORY as permitted by this AGREEMENT (provided that such
          AFFILIATES and SUBDISTRIBUTORS agree to be bound by the
          confidentiality obligations set forth in this Section).

          (b) Upon termination or expiration of this AGREEMENT, each party shall
     return to the other party all tangible forms of Confidential Information
     furnished by the other party, including all copies thereof and all
     memoranda of oral disclosure, except that each party may retain one copy in
     its files to ensure compliance with any legal obligations.

          (c) This Section shall survive until the tenth anniversary of the
     termination or expiration of this AGREEMENT.

     12.5 TERMS OF AGREEMENT. No public announcement or other public disclosure
concerning the terms of this AGREEMENT shall be made, either directly or
indirectly, by any party to this AGREEMENT, except in connection with a merger
or acquisition of a party or as


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<PAGE>


may be legally required or as may be required for recording purposes, without
first obtaining the written approval of the other party and agreement upon the
nature and text of such announcement or disclosure. The party desiring to make
any such public announcement or other disclosure shall provide the other party
with a copy of the proposed announcement or disclosure for review and comment in
reasonably sufficient time prior to public release. Each party agrees that it
shall cooperate fully with the other with respect to all disclosures regarding
this AGREEMENT to the Securities Exchange Commission and any other governmental
or regulatory agencies, including requests for confidential treatment of
proprietary information of either party included in any such disclosure. In
addition, each party agrees not to disclose the terms of this AGREEMENT to THIRD
PARTIES, except to professional advisors and financing sources in connection
with a due diligence investigation by a potential lender, investor or purchaser
of the BTI business, or under conditions that reasonably protect the
confidentiality thereof. The parties will mutually agree upon the contents of a
press release (and accompanying Q&:A) which may be issued upon the Effective
Date, and thereafter the parties may publicly disclose information contained in
such press release or Q&A without further approvals.

     12.6 PRODUCT DATA. DISTRIBUTOR shall not submit or cooperate in the
submission by a THIRD PARTY or customer for written or oral publication any
manuscript, abstract or the like which includes data or other information
relating to PRODUCT without first obtaining the prior written consent of BTI.
Any such publications shall be reviewed and approved by the JC. The contribution
of each party shall be noted in all publications or presentations by
acknowledgment or co-authorship, whichever is appropriate. DISTRIBUTOR shall not
conduct, or authorize, encourage, assist or contract with any THIRD PARTY to
conduct any research, development and/or clinical testing of a PRODUCT without
the prior written approval of the JC.

SECTION 13. WARRANTIES AND REPRESENTATIONS

     13.1 GENERAL REPRESENTATIONS. Each party hereby represents and warrants for
itself as follows:

          (a) DULY ORGANIZED. BTI and DISTRIBUTOR are duly organized, validly
     existing and are in good standing under the laws of the jurisdiction of its
     incorporation, is


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<PAGE>


     qualified to do business and are in good standing as a foreign corporation
     in each jurisdiction in which the conduct of its business or the ownership
     of its properties requires such qualification and failure to have such
     would prevent it from performing its obligations under this AGREEMENT and
     have all requisite corporate power and authority to conduct their business
     as now being conducted, to own, lease and operate its properties and to
     execute, deliver and perform this AGREEMENT.

          (b) DUE EXECUTION. The execution, delivery and performance by it of
     this AGREEMENT have been duly authorized by all necessary corporate action
     and do not and will not (I) require any consent or approval of its
     stockholders that has not been obtained, (II) violate any provision of any
     law, rule, regulation, order, writ, judgement, injunction, decree,
     determination or award presently in effect having applicability to it or
     any provision of its charter or by-laws or (III) result in a breach of or
     constitute a default under any material agreement, mortgage, lease, license
     (including any license from a third party which is necessary for the full
     performance of this AGREEMENT), permit or other instrument or obligation to
     which it is a party or by which it or its properties may be bound or
     affected.

          (c) NO THIRD PARTY APPROVAL. No authorization, consent, approval,
     license, exemption of, or filing or registration with, any court or
     governmental authority or regulatory body (other than health regulatory
     authorities) is required for the due execution, delivery or performance by
     it of this AGREEMENT, except as provided herein.

          (d) BINDING AGREEMENT. This AGREEMENT is a legal, valid and binding
     obligation of such party, enforceable against it in accordance with its
     terms and conditions. It is not under any obligation to any person,
     contractual or otherwise, that is in conflict with the terms of this
     AGREEMENT.

     13.2 INTELLECTUAL PROPERTY. BTI warrants and represents that as of the
EFFECTIVE DATE and in the TERRITORY

          (a) no claims with respect to the PRODUCTS have been asserted or
     threatened against BTI challenging the ownership, validity, or
     enforceability of any granted patents or patent applications owned or
     controlled by BTI relating to


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<PAGE>


     the PRODUCTS and necessary for their manufacture, sale or use, except for
     those that have arisen during patent prosecution in relevant patent
     offices;

          (b) neither BTI nor its current AFFILIATES have been sued or charged
     as a defendant in any claim, suit, action or proceeding, or received any
     notice (whether written or verbal), which involves a claim of infringement
     of any patents or violation of any trade secret or other proprietary right
     of any THIRD PARTY with respect to the PRODUCTS ;

          (c) without having made a patent search, BTI has no knowledge of a
     granted patent that is not owned or controlled by BTI that would be
     infringed by the manufacture, use or sale of PRODUCT ; and

          (d) without having made an investigation, BTI has no knowledge that a
     THIRD PARTY is infringing a granted patent that is owned or controlled by
     BTI and that would be infringed by the manufacture, use or sale of PRODUCT.

SECTION 14. TERM AND TERMINATION

     14.1 EXPIRATION. Unless otherwise specified in this AGREEMENT, upon written
notice from one party to the other at least ninety (90) days prior to the
specified date, the rights and obligations of the parties under this AGREEMENT
shall terminate seven (7) years from the EFFECTIVE DATE of this Agreement. Six
(6) months prior to the expiration of this AGREEMENT and for thirty (30) days
thereafter, either party may request that this AGREEMENT be extended. If such a
request is made by the DISTRIBUTOR, DISTRIBUTOR will provide BTI with a proposal
setting forth the terms upon which the AGREEMENT should be extended and in
either case, the parties will negotiate with respect to such extension to
determine if such an extension can be agreed upon and the terms for such an
extension all of which must be mutually agreed upon.

     14.2 BREACH. This AGREEMENT may be terminated by either party if: (i) the
other party fails to observe, perform or otherwise breaches any of its material
covenants, agreements or obligations under this AGREEMENT in any material
respect and (ii) such failure continues for a period of thirty (30) days after
receipt by the other party of notice thereof from the party


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<PAGE>


specifying such failure. In the event of a non-monetary breach, if the breach is
not reasonably capable of being cured within the thirty (30) day period, and the
breaching party is making a good faith effort to cure the breach, the notifying
party may not terminate this AGREEMENT pursuant to this Section without a
further sixty (60) days elapsing from the original notice of breach without the
breach having been cured.

     14.3 TERMINATION FOR BANKRUPTCY. Because each party acknowledges that the
services to be rendered by the other are special i.e. personal in nature
inasmuch as the respective capabilities of the parties hereto are uniquely
valuable and that the determination to enter into this AGREEMENT was based upon
the unique ability of the other party to fulfill its respective obligations
hereunder, a party shall have the right to immediately terminate this AGREEMENT,
if (i) the other party shall make an assignment of substantially all of its
assets for the benefit of creditors, file a petition in bankruptcy, petition or
apply to any tribunal for the appointment of a custodian, receiver or any
trustee for such party or substantially all of such party's assets, or shall
commence any proceeding under any bankruptcy, reorganization in bankruptcy or
the equivalent, dissolution or liquidation law or statute of any jurisdiction
(provided that no entity succeeds to the business of such party following such
dissolution or liquidation) whether now or hereafter in effect; or (ii) there
shall have been filed any such petition or application against the other party,
or any such proceeding shall have been commenced against the other party, in
which an order for relief is entered or which remains undismissed for a period
of ninety (90) days or more; or (iii) the other party by an act or knowing
failure to act shall indicate the other party's consent to, approval of or
acquiescence in, any such petition, application or proceeding or order for
relief or the appointment of a custodian, receiver or any trustee for such
party, or any substantial part of any of such party's properties, or shall
suffer any such custodianship, receivership or trusteeship to continue
undischarged for a period of ninety (90) days or more or (iv) the other party is
insolvent.

SECTION 15. RIGHTS AND DUTIES UPON TERMINATION

     15.1 PAYMENT. Upon termination or expiration of this AGREEMENT other than
for BTI's breach, BTI shall have the right to retain any sums already paid by
DISTRIBUTOR hereunder, and DISTRIBUTOR and BTI shall each pay to the other all
sums which might then be due hereunder.


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<PAGE>


     15.2 SALE OF REMAINING INVENTORY. Upon termination or expiration of this
AGREEMENT, DISTRIBUTOR shall notify BTI of the amount of PRODUCT DISTRIBUTOR and
its AFFILIATES and its and their SUBDISTRIBUTORS then have on hand. DISTRIBUTOR
and its SUBDISTRIBUTORS shall be permitted to sell that amount of PRODUCT for a
period of ninety (90) days following such termination.

          (a) Any inventory of DISPOSABLE PRODUCTS remaining after such 90 day
     period shall either be returned to BTI for repurchase (less BTI's standard
     restocking fee) if the PRODUCT has a remaining shelf life as specified in
     section 4.8 or be destroyed.

          (b) If any EQUIPMENT purchased by DISTRIBUTOR has been loaned to an
     END USER at no charge and this AGREEMENT merely expires or is terminated
     through no fault of DISTRIBUTOR, BTI will reimburse DISTRIBUTOR in the
     amount of DISTRIBUTOR's net book value (assuming a three year straight line
     depreciation) for any such EQUIPMENT which is in good and marketable
     condition, paying such net book value in equal installments within the
     first fifteen (15) days of the QUARTER during the remaining portion of the
     three year useful life. If this AGREEMENT is terminated for DISTRIBUTOR's
     uncured default, BTI shall have the right but not the duty to make such
     reimbursement. Upon tender of the final payment for such EQUIPMENT,
     DISTRIBUTOR will transfer title to such EQUIPMENT to BTI.

          (c) If any EQUIPMENT purchased by DISTRIBUTOR has been sold to an END
     USER subject to financing, either on a "cost-per-treatment" basis or other
     financing arrangement, and this AGREEMENT merely expires or is terminated
     through no fault of DISTRIBUTOR, BTI will reimburse DISTRIBUTOR in the
     amount of DISTRIBUTOR's net book value (assuming a three year straight line
     depreciation) for any such EQUIPMENT which is in good and marketable
     condition, paying such net book value in equal installments within the
     first fifteen (15) days of the QUARTER during the remaining portion of the
     three year useful life. If this AGREEMENT is terminated for DISTRIBUTOR's
     uncured default, BTI shall have the right but not the duty to make such
     reimbursement. Upon BTI's agreeing to make such reimbursement and tendering
     the first


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<PAGE>


     payment for such EQUIPMENT, DISTRIBUTOR will assign to BTI all
     DISTRIBUTOR's rights to receive payment from the END USER for such
     EQUIPMENT.

     15.3 SURVIVAL. Upon expiration or termination of this AGREEMENT, all rights
and obligations of the parties under this AGREEMENT shall terminate except those
described in Sections 2.1(b), 4.6, 5.3, 8.3, 5.4, 10.2, 12.4, 15.1, 15.2, 15.3,
15.5,17.3 and Sections 11, and 16. Any monies owing to the parties (whether as
credits or offsets against future payments) shall be reconciled and paid within
sixty (60) days of expiration or termination.

     It is understood that termination or expiration of this AGREEMENT shall not
relieve a party from any liability which, at the time of such termination or
expiration, has already accrued to the other party or which is attributable to a
period prior to such termination. Termination or expiration of the AGREEMENT in
accordance with the provisions hereof shall not limit remedies which may be
otherwise available in law or equity with respect to a breach hereof that
occurred prior to such termination except to the extent expressly stated herein.

     15.4 WAIVER OF BREACH. The failure of either party at any time or times to
require performance of any provision hereof shall in no manner affect its rights
at a later time to enforce the same. No waiver by either party of any condition
or term in any one or more instances shall be construed as a further or
continuing waiver of such condition or term or of another condition or term.

     15.5 TERMINATION OF PRODUCT SALES. Upon termination of this AGREEMENT,
subject to Section 15.2, DISTRIBUTOR agrees not to market or sell PRODUCT in the
TERRITORY after termination of this AGREEMENT, or in such country(ies) in which
DISTRIBUTOR'S rights have been terminated, as the case may be.

SECTION 16. ARBITRATION

     In the event of any dispute, claim or controversy (a "Claim") arising out
of or relating to this Agreement or the purchase of Products hereunder, the
parties agree to submit the Claim to the JCs for their members to make a good
faith attempt to negotiate an amicable resolution to any and all


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<PAGE>


such Claims. If any Claim is not resolved by the JCs within thirty (30) days
after delivery of written notice thereof from one party to the other party, the
Claim shall be referred to the OVERSIGHT COMMITTEE in accordance with Section
3.1(d) of this AGREEMENT. If the OVERSIGHT COMMITTEE is unable resolve the Claim
within thirty (30) days after the JC refers the matter, the resolution will be
determined through binding arbitration in accordance with the Commercial Rules
of Arbitration of the American Arbitration Association. The site of the
arbitration shall be Chicago, Illinois or such other neutral location as the
OVERSIGHT COMMITTEE may select.

     The arbitration panel shall be comprised of three (3) arbitrators. The
parties will seek arbitrators who are experienced in the area of sales and
marketing of products similar to PRODUCTS, but such arbitrators need not be
lawyers or judges. Each party shall be entitled to appoint one arbitrator. The
parties shall appoint their respective arbitrators within thirty (30) days after
submission for arbitration. If either party shall fail to make timely
appointment of its arbitrator, the arbitration shall be heard and decided by the
sole arbitrator duly appointed by the other party. Where both parties have
timely appointed their respective arbitrators, the two arbitrators so appointed
shall agree on the appointment of the third arbitrator from the list of
arbitrators maintained by the American Arbitration Association. If the parties'
appointed arbitrators shall fail to agree on the identity of the third
arbitrator within thirty (30) days from the date both parties' arbitrators have
been appointed, then such arbitrator shall be appointed by the appropriate
administrative body of the American Arbitration Association.

     Within ten (10) days of appointment of the full arbitration panel, the
parties shall exchange their final proposed positions with respect to the
matters to be arbitrated, which shall approximate as closely as possible the
closest positions of the parties previously taken in the negotiations. Within
thirty (30) days of appointment of the arbitration Panel, each party shall
submit to the arbitrators a copy of the proposed position which it previously
delivered to the other party, together with a brief or other written memorandum
supporting the merits of its proposed position. The parties may include with
such memorandum whatever documentary evidence they deem appropriate to support
their position, provided that all pages of the memorandum and attachments will
not exceed one hundred pages. The arbitration panel shall promptly convene a
hearing, at which time each party shall have four (4) hours to argue in support
of its proposed position. The


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<PAGE>


parties may present witnesses in support of their arguments so long as such
testimony does not exceed the four hour limit.

     In making their selection, the arbitrators shall consider the terms and
conditions of this AGREEMENT, the relative merits of the proposed position and
the written and oral arguments of the parties. In the event the arbitrators seek
the guidance of the law of any jurisdiction, the law of the Commonwealth of
Massachusetts shall govern.

     The arbitrators shall make their decision known to the parties as quickly
as possible by delivering written notice of their decision to both parties. Such
written notice need not justify their decision. The parties will execute any and
all papers necessary to obligate the parties to the position selected by the
arbitration panel within five (5) days of receipt of notice of such selection.
The decision of the arbitrators shall be final and binding on the parties, and
specific performance may be ordered by any court of competent jurisdiction.

     The parties will bear their own costs in preparing for the arbitration. The
costs of the arbitrators will be equally divided between the parties. If a party
is required to initiate proceedings to enforce the decision of the arbitrators,
the prevailing party shall be entitled to recover its costs and attorneys' fees
associated with such action.

SECTION 17. GENERAL PROVISIONS

     17.1 AFFILIATES AND SUBDISTRIBUTORS. DISTRIBUTOR may perform its
obligations and exercise its rights under this AGREEMENT personally or through
one or more AFFILIATES, although DISTRIBUTOR shall nonetheless be responsible
for the performance of its AFFILIATES. DISTRIBUTOR shall not permit any of its
AFFILIATES to commit any act (including any act of omission) which DISTRIBUTOR
is prohibited hereunder from committing directly. Subject to Section 2.4,
DISTRIBUTOR may perform its obligations and exercise its rights under this
AGREEMENT personally or through one or more SUBDISTRIBUTORS, although
DISTRIBUTOR shall nonetheless be responsible for the performance of its
SUBDISTRIBUTORS. DISTRIBUTOR shall not permit any SUBDISTRIBUTOR to commit any
act (including any act of omission) which DISTRIBUTOR is prohibited hereunder
from committing directly. DISTRIBUTOR warrants and guarantees that all of its
AFFILIATES, and its and their SUBDISTRIBUTORS will perform in accordance with
this AGREEMENT as is they


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<PAGE>


were signatories to this AGREEMENT. DISTRIBUTOR shall be liable to BTI for
failure of DISTRIBUTOR'S AFFILIATES or its or their SUBDISTRIBUTORS to perform
in accordance with this AGREEMENT. Any and all notice and cure provisions
available to DISTRIBUTOR shall also be applicable as to the failures of
DISTRIBUTOR'S AFFILIATES and its and their SUBDISTRIBUTORS to perform.

     17.2 FORCE MAJEURE. If the performance of any part of this AGREEMENT (other
than a payment) by either party is prevented, restricted, interfered with or
delayed by reason of any cause beyond the reasonable control of such party, the
party so affected shall, upon giving written notice to the other party, be
excused from such performance to the extent of such prevention, restriction,
interference or delay, provided that the affected party shall use its reasonable
efforts to avoid or remove such causes of non-performance and shall continue
performance with the utmost dispatch whenever such causes are removed. When such
circumstances arise, the parties shall discuss what, if any, modification of the
terms of this AGREEMENT may be required in order to arrive at an equitable
solution.

     17.3 GOVERNING LAW. This AGREEMENT shall be governed by the laws of the
Commonwealth of Massachusetts, without reference to conflict of law principles.

     17.4 SEVERABILITY. In the event any portion of this AGREEMENT shall be held
illegal, void or ineffective, the remaining portions hereof shall remain in full
force and effect and the parties will renegotiate the terms and conditions of
this AGREEMENT to maintain the economic benefit thereof for the parties, and if
agreement is not reached, the party whose rights or obligations are materially
adversely affected by such holding may terminate this AGREEMENT by sixty (60)
days' prior notice to the other party.

     17.5 ENTIRE AGREEMENT. This AGREEMENT, entered into as of the date written
above, constitutes the entire agreement between the parties relating to the
subject matter hereof and supersedes all previous writings and understandings
with respect thereto. No terms or provisions of this AGREEMENT shall be varied
or modified by any prior or subsequent statement, conduct


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<PAGE>


or act of either of the parties, except that the parties may amend this
AGREEMENT by written instruments specifically referring to and executed in the
same manner as this AGREEMENT.

     17.6 NOTICES. Any notice required or permitted under this AGREEMENT shall
be sent by pre-paid post, courier or hand delivery to the following addresses of
the parties:

                      To BTI:       BioTransplant, Incorporated
                                    Building 75, 3rd Avenue
                                    Charlestown Navy Yard
                                    Boston, MA 02129
                                    Attn: Walter Ogier
                                    Tel: 781-870-4601

                     copy to:       Elliot Olstein, Esq.
                                    Carella, Byrne, et al.
                                    6 Becker Farm Road
                                    Roseland, New Jersey 07068
                                    Tel: 973-994-1700

                  To DISTRIBUTOR:   Gambro BCT, Inc
                                    10811 West Collins Ave.
                                    Lakewood, COLO 80215
                                    Tel: 303-231-4601
                                    Attn: Bill Mercer

                         copy to:   Gambro, Inc.
                                    10810 W. Collins Avenue
                                    Lakewood, CO 80215
                                    Attn: Lynn Meyer, Assistant General Counsel
                                    Tel: 303-205-2542

     Any notice required or permitted to be given concerning this AGREEMENT
shall be effective upon receipt by the party to whom it is addressed or within
seven (7) days of dispatch whichever is earlier.

     17.7 ASSIGNMENT. This AGREEMENT and the distribution rights herein granted
shall be binding upon and inure to the benefit of the successors in interest of
the respective parties provided, however, neither this AGREEMENT nor any
interest hereunder shall be assignable by either party without the written
consent of the other except that either party may assign this


                                       45


<PAGE>


AGREEMENT and its rights and obligations hereunder to any corporation with which
it may merge or consolidate, or to which it may transfer all or substantially
all of its assets to which this AGREEMENT relates, without obtaining the consent
of the other party; provided that the entity to whom this AGREEMENT is assigned
agrees to be bound by its terms.

     17.8 NO PARTNERSHIP OR JOINT VENTURE. This AGREEMENT shall not be deemed to
establish a joint venture or partnership between DISTRIBUTOR and BTI.

     17.9 EXECUTION IN COUNTERPARTS. This AGREEMENT may be executed in any
number of counterparts, each of which shall be deemed an original but all of
which together shall constitute one and the same instrument.

     17.10 EXPORT LAWS. Because the parties may be subject to the United States
Foreign Asset Control Regulations and Transaction Control Regulations and other
U.S. laws, rules and regulations of extra-territorial applicability, each party
agrees that it will not do and will not require the other party to do any act or
thing, or omit to do any act or thing, which act or omission would constitute a
violation of such laws. Specifically, the parties acknowledge that they may be
subject to and agree that they will comply with all relevant provisions of the
U. S. Export Administration Act of 1979, as amended, 50 U.S.C. app Sections
2401-2420 (1991 & Supp. 1997) and the Export Administration Regulations, 15
C.F.R. Sections 730-774, specifically including the preclusions and obligations
set forth therein regarding unauthorized boycotts, 15 C.F.R. Section 760;
reexport authorization, 15 C.F.R. Sections 734.2(b), 734.3; and), and record
retention, 15 C.F.R. Section 762. DISTRIBUTOR will notify BTI immediately if
DISTRIBUTOR becomes a party to any administrative proceeding pursuant to 15
C.F.R Section 766.


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<PAGE>



IN WITNESS WHEREOF, each of the parties has caused this AGREEMENT to be executed
by its authorized representatives as of the dates indicated below, to be
effective nevertheless as of the EFFECTIVE DATE.


BIOTRANSPLANT, INCORPORATED                GAMBRO BCT, INC.

By:  /s/ Elliot Lebowitz                   By: /s/ David B. Perez
     -------------------------------           ---------------------------------


Name: Elliot Lebowitz                      Name: David B. Perez
     -------------------------------           ---------------------------------


Title: Chief Executive Officer             Title: President
     -------------------------------           ---------------------------------

Date:     8/13/01                          Date:             8/13/01
     -------------------------------           ---------------------------------

Witness:          /s/                      Witness:          /s/
     -------------------------------           ---------------------------------

EXHIBIT LIST

A. PRODUCTS

B. DISPOSABLE TRANSFER PRICES, and EQUIPMENT TRANSFER PRICES

C. SPECIFICATIONS

D. WARRANTY







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<PAGE>


                                    EXHIBIT A


DISPOSABLE PRODUCTS

ELIGIX-TM BCELL-SC REAGENT KIT, comprising vials of High Density Microparticles
(HDM) conjugated with anti-CD19 and anti-CD20 monoclonal antibodies and
indicated for the purging of B-cells from a peripheral blood or bone marrow stem
cell (SC) collection, prior to autologous transplantation

ELIGIX-TM TCELL-DLI REAGENT KIT, comprising vials of High Density Microparticles
(HDM) conjugated with anti-CD8 monoclonal antibody and indicated for the
depletion of CD8-positive lymphocytes from a peripheral blood donor lymphocyte
infusion (DLI) prior to infusion and subsequent to allogeneic peripheral blood
or bone marrow stem cell transplantation

ELIGIX-TM PANT-SC REAGENT KIT, comprising vials of High Density Microparticles
(HDM) conjugated with anti-lymphocyte monoclonal antibody(ies) (to be
determined) and indicated for the depletion of T-lympocytes from a peripheral
blood or bone marrow stem cell (SC) collection prior to allogeneic bone marow
transplantation

Eligix-TM BrCa-SC REAGENT KIT, comprising vials of High Density
Microparticles (HDM) conjugated with anti-breast cancer antibody(ies) (to be
determined) and indicated for the purging of breast cancer cells from a
peripheral blood or bone marrow stem cell (SC) collection prior to autologous
transplantation.

ELIGIX-TM HDM DISPOSABLE KIT, 3 cycle, comprising sterile disposable tubes
and tubing kit for use with BCell-SC, PanT-SC and BrCa-SC Reagent Kits and the
HDM Cell Processor and HDM Transfer Station

ELIGIX-TM HDM DISPOSABLE KIT, 2 cycle, comprising sterile disposable tubes and
tubing kit for use with TCell-DLI Reagent Kit and the HDM Cell Processor and HDM
Transfer Station


EQUIPMENT

ELIGIX-TM HDM CELL PROCESSOR, comprising an integrated electromechanical tube
rotator and electronic tube demagnetizer and timed controller with tube magnet,
tube storage tray, power cord and operator's manual) indicated for use with the
Disposable Products.

ELIGIX-TM HDM TRANSFER STATION, comprising an integrated electromechanical vial
agitator and mechanical tube invertor and tube magnet with power cord) indicated
for use with the Disposable Products.

All necessary replacement parts for HDM Cell Processor.

All necessary replacement parts for HDM Transfer Station.


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<PAGE>


                                    EXHIBIT B

                          TRANSFER PRICE AND LIST PRICE
                                  (US Dollars)


DISPOSABLE PRODUCT                        TRANSFER PRICE *        LIST PRICE **

EligixTM BCell-SC Reagent Kit                  [**]                   [**]
EligixTM  TCell-DLI Reagent Kit                [**]                   [**]
EligixTM PanT-SC Reagent Kit                   [**]                   [**]
EligixTM BrCa-SC Reagent Kit                   [**]                   [**]
EligixTM Disposable Kit, 3 Cycle               [**]                   [**]
EligixTM Disposable Kit, 2 Cycle               [**]                   [**]


EQUIPMENT                                TRANSFER PRICE *         LIST PRICE **

Hardware to be sold as a group: ***            [**]                   [**]
         EligixTM HDM Cell Processor
         EligixTM HDM Transfer Station
         EligixTM HDM Magnet Base
         EligixTM HDM Storage Tray
         EligixTM HDM Operator's Manual

Replacement parts for hardware           cost plus [**] *****       N/A ******




* price per unit, not for publication

** price per unit, for publication by Gambro in local or regional currency

*** group comprises one unit each of listed components

**** list price per group, not to be published separately

***** cost = [**]

****** list prices not applicable, not to be published by Gambro


                                       49


<PAGE>


                                    EXHIBIT C


                             PRODUCT SPECIFICATIONS


Product specifications shall be per applicable BTI product release
specifications as accepted by BTI's European Notified Body (currently TUV
Product Services).


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<PAGE>


                                    EXHIBIT D

                           LIMITED EQUIPMENT WARRANTY


BTI will replace or, at its option, repair (free of charge) for the original
purchaser any part of the ____________ found to be defective in materials or
workmanship with the first twelve (12) months after installation.

This Limited Warranty does not include replacement or repair of any part which
fails because of misuse, accident, neglect or failure to use and maintain the
Equipment in accordance with the instructions of BTI as set forth in the
Operator's Manual, or because of alterations by unauthorized persons. Repairs
required as a result of misuse or abuse of the Equipment, as determined by BTI,
in good faith, will be charged to the Customer.

THIS WARRANTY IS EXPRESSLY IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED,
INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR
PURPOSE. BTI WILL NOT BE LIABLE FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES
ARISING OUT OF THE FURNISHING, FUNCTIONING OR THE CUSTOMER'S USE OF THE
EQUIPMENT.







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