EXHIBIT 10.9





              THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN
REGISTERED
              UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE
SOLD, PLEDGED
              OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION
THEREOF
              UNDER SUCH ACT OR PURSUANT TO RULE 144 OR AN OPINION OF COUNSEL
              REASONABLY SATISFACTORY TO THE CORPORATION AND ITS COUNSEL THAT
SUCH
              REGISTRATION IS NOT REQUIRED.



                                               WARRANT TO PURCHASE STOCK


              Corporation:                  FUSION MEDICAL TECHNOLOGIES, INC.,
a Delaware Corporation
              Number of Shares:             4,500
              Class of Stock:               Common
              Initial Exercise Price:       $4.00 per share
              Issue Date:                   December __, 1997
              Expiration Date:              December __, 2002 (Subject to
Article 4. 1)

                       THIS WARRANT CERTIFIES THAT, in consideration of the
payment of $1.00 and for other
              good and valuable consideration, IMPERIAL BANK or registered
assignee ("Holder") is entitled to
              purchase the number of fully paid and nonassessable shares of
the class of securities (the "Shares") of the
              corporation (the "Company") at the initial exercise price per
Share (the "Warrant Price") all as set forth
              above and as adjusted pursuant to Article 2 of this Warrant,
subject to the provisions and upon the terms
              and conditions set forth of this Warrant.


              ARTICLE 1. EXERCISE


                       1.1     Method of Exercise. Holder may exercise this
Warrant by delivering this Warrant and a
              duly executed Notice of Exercise in substantially the form
attached as Appendix I to the principal office
              of the Company. Unless Holder is exercising the conversion right
set forth in Section 1.2, Holder shall
              also deliver to the Company a check for the aggregate Warrant
Price for the Shares being purchased.

                       1.2     Conversion Rig . In lieu of exercising this
Warrant as specified in Section 1.1,           Holder
              may from time to time convert this Warrant, in whole or in part,
into a number of Shares determined by
              dividing (a) the aggregate fair market value of the Shares or
other securities otherwise issuable upon
              exercise of this Warrant minus the aggregate Warrant Price of
such Shares by (b) the fair market value of
              one Share. The fair market value of the Shares shall be
determined pursuant to Section 1.5.


                       1.3     Omitted.


                       1.4     Omitted.













              \\Sfmps0l\sys\SPECMARK\COMMON\PETROFF\FUSION\Docs'@Warrant.doc





                      1.5     Fair Market Value. If the Shares are traded
regularl, in a public market, the fair market

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              value of the Shares shall be the closing price of the Shares (or
the closing price of the Company's stock
              into which the Shares are convertible) reported for the business
day immediately before Holder delivers
              its Notice of Exercise to the Company. If the Shares are not
regularly traded in a public market, the
              Board of Directors of the Company shall deten-nine fair market
value in its reasonable good faith
              judgment. The foregoing notwithstanding, if Holder advises the
Board of Directors in writing that Holder
              disagrees with such determination, then the Company and Holder
shall promptly agree upon a reputable
              investment banking firm to undertake such valuation. If the
valuation of such investment banking firm is
              greater than that determined by the Board of Directors, then all
fees and expenses of such investment
              banking firm shall be paid by the Company. In all other
circumstances, such fees and expenses shall be
              paid by Holder.

                      1.6     DeliveEy of Certificate and New Warrant.
Promptly after Holder exercises or converts this
              Warrant, the Company shall deliver to Holder certificates for
the Shares acquired and, if this Warrant has
              not been fully exercised or converted and has not expired, a new
Warrant representing the Shares not so
              acquired.

                      1.7     Replacement of Warrants. On receipt of evidence
reasonably satisfactory to the Company
              of the loss, theft, destruction or mutilation of this Warrant
and, in the case of loss, theft or destruction, on
              delivery of an indemnity agreement reasonably satisfactory in
form and amount to the Company or, in the
              case of mutilation, or surrender and cancellation of this
Warrant, the Company at its expense shall execute
              and deliver, in lieu of this Warrant, a new warrant of like
tenor.

                      1.8     Repurchase on Sale, Merger, or Consolidation of
the Company.

                              1.8.1. "Acquisition". For the purpose of this
Warrant, "Acquisition" means any sale,
              license, or other disposition of all or substantially all of the
assets (including intellectual property) of the
              Company, or any reorganization, consolidation, or merger of the
Company where the holders of the
              Company's securities before the transaction beneficially own
less than 50% of the outstanding voting
              securities of the surviving entity after the transaction.

                              1.8.2. Assumption of Warrant. If upon the
closing of any Acquisition the successor
              entity assumes the obligations of this Warrant, then this
Warrant shall be exercisable for the same
              securities, cash, and property as would be payable for the
Shares issuable upon exercise of the
              unexercised portion of this Warrant as if such Shares were
outstanding on the record date for the
              Acquisition and subsequent closing. The Warrant Price shall be
adjusted accordingly. The Company
              shall use reasonable efforts to cause the surviving corporation
to assume the obligations of this Warrant.

                              1.8.3. Nonassurription. If upon the closing of
any Acquisition the successor entity does
              not assume the obligations of this Warrant and Holder has not
otherwise exercised this Warrant in full,
              then the unexercised portion of this Warrant shall be deemed to
have been automatically converted
              pursuant to Section 1.2 and thereafter Holder shall participate
in the Acquisition on the same terms as
              other holders of the same class of securities of the Company.





                             1.8.4. Purchase Right. Notwithstanding the
foregoing, at the election of Holder, the
             Company shall purchase the unexercised portion of this Warrant
for cash upon the closing of any
             Acquisition for an amount equal to (a) the fair market value of
any consideration that would have been
             received by Holder in consideration of the Shares had Holder
exercised the unexercised portion of this
             Warrant immediately before the record date for determining the
shareholders entitled to participate in the
             proceeds of the Acquisition, less (b) the aggregate Warrant Price
of the Shares, but in no event less than
             zero.


             ARTICLE 2. ADJUSTMENTS TO THE SHARES.


                     2.1     Stock Dividends, Splits, Etc. If the Company
declares or pays a dividend on its common
             stock payable in common stock, or other securities, subdivides
the outstanding common stock into a
             greater amount of common stock, then upon exercise of this
Warrant, for each Share acquired, Holder
             shall receive, without cost to Holder, the total number and kind
of securities to which Holder would have
             been entitled had Holder owned the Shares of record as of the
date the dividend or subdivision occur-red.

                     2.2     Reclassification, Exchange or Substitution.
Upon any reclassification, exchange,
             substitution, or other event that results in a change of the
number and/or class of the securities issuable
             upon exercise or conversion of this Warrant, Holder shall be
entitled to receive, upon exercise or
             conversion of this Warrant, the number and kind of securities and
property that Holder would have
             received for the Shares if this Warrant had been exercised
immediately before such reclassification,
             exchange, substitution, or other event. Such an event shall
include any automatic conversion of the
             outstanding or issuable securities of the Company of the same
class or series as the Shares to common
             stock pursuant to the terms of the Company's Articles of
Incorporation upon the closing of a registered
             public offering of the Company's common stock. The Company or its
successor shall promptly issue to
             Holder a new Warrant for such new securities or other property.
The new Warrant shall provide for
             adjustments which shall be as nearly equivalent as may be
practicable to the adjustments provided for in
             this Article 2 including, without limitation, adjustments to the
Warrant Price and to the number of
             securities or property issuable upon exercise of the new Warrant.
The provisions of this Section 2.2 shall
             similarly apply to successive reclassifications, exchanges,
substitutions, or other events.

                     2.3     Adjustments for Combinations, Etc.          If
the outstanding Shares are combined or
             consolidated, by reclassification or otherwise, into a lesser
number of shares, the Warrant Price shall be
             proportionately increased.

                     2.4     Adjustments for Diluting Issuances. The Warrant
Price and the number of Shares issuable
             upon exercise of this Warrant shall be subject to adjustment,
from tirne to time, in the manner set forth on
             Exhibit B, if attached, in the event of Diluting Issuances (as
defined on Exhibit B).

                     2.5     No Impairment. The Company shall not, by
amendment of its Articles of Incorporation or
             through a reorganization, transfer of assets, consolidation,
merger, dissolution, issue, or sale of securities
             or any other voluntary action, avoid or seek to avoid the
observance or performance of any of the terms to
             be observed or performed under this Warrant by the Company, but
shall at all times in good faith assist in
             carrying out all the provisions of this Article 2 and in taking
all such action as may be necessary or
             appropriate to protect Holder's rights under this Article against
impairment. If the Company takes any






               action affecting the Shares or its common stock other than as
described above that adversely affects
               Holder's rights under this Warrant, the Warrant Price shall be
adjusted downward and the number of
               Shares issuable upon exercise of this Warrant shall be adjusted
upward in such a manner that the
               aggregate Warrant Price of this Warrant is unchanged.

                       2.6      Certificate as to Adjustments. Upon each
adjustment of the Warrant Price, the Company
               at its expense shall promptly compute such adjustment, and
ftimish Holder with a certificate of its Chief
               Financial Officer setting forth such adjustment and the facts
upon which such adjustment is based. The
               Company shall, upon written request, furnish Holder a
certificate setting forth the Warrant Price in effect
               upon the date thereof and the series of adjustments leading to
such Warrant Price.

               ARTICLE 3. REPRESENTATIONS AND COVENANTS OF THE COMPANY.


                       3.1      Representations and Warranties. The Company
hereby represents and warrants to the
               Holder as follows:


                                (a)     The initial Warrant Price referenced
on the first page of this Warrant is not greater
               than the fair market value of the Shares as of the date of this
Warrant,


                                (b)     All Shares which may be issued upon
the exercise of the purchase right
               represented by this Warrant, and all securities, if any,
issuable upon conversion of the Shares, shall, upon
               issuance, be duly authorized, validly issued, fully paid and
nonassessable, and free of any liens and
               encumbrances except for restrictions on transfer provided for
herein or under applicable federal and state
               securities laws.


                       3.2      Notice of Certain Events. If the Company
proposes at any time (a) to declare any
               dividend or distribution upon its common stock, whether in
cash, property, stock, or other securities and
               whether or not a regular cash dividend; (b) to offer for
subscription pro rata to the holders of any class or
               series of its stock any additional shares of stock of any class
or series or other rights; (c) to effect any
               reclassification or recapitalization of common stock; (d) to
merge or consolidate with or into any other
               corporation, or. sell, lease, license, or convey all or
substantially all of its assets, or to liquidate, dissolve, or
               wind up; or (e) offer holders of registration rights the
opportunity to participate in an underwritten public
               offering of the company's securities for cash, then, in
connection with each such event, the Company shall
               give Holder (1) at least 20 days prior written notice of the
date on which a record will be taken for such
               dividend, distribution, or subscription rights (and specifying
the date on which the holders of common
               stock will be entitled thereto) or for determining rights to
vote, if any, in respect of the matters referred to
               in (c) and (d) above; (2) in the case of the matters referred
to in (c) and (d) above at least 20 days prior
               written notice of the date when the same will take place (and
specib ing the date on which the holders of

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               common stock will be entitled to exchange their common stock
for securities or other property
               deliverable upon the occurrence of such event); and (3) in the
case of the matter referred to in (e) above,
               the same notice as is given to the holders of such registration
rights.





                      3.3     Information Riahts. So long as the Holder holds
this Warrant ad/or any of the Shares, the
              Company shall deliver to the Holder (a) promptly after mailing,
copies of all communiques to the
              shareholders of the Company, (b) within ninety (90) days after
the end of each fiscal year of the
              Company, the annual audited financial statements of the Company
certified by independent public
              accountants of recognized standing and (c) within forty-five
(45) days after the end of each of the first
              three quarters of each fiscal year, the Company's quarterly,
unaudited financial statements.

                      3.4     Reizistration Under Securities Act of 1933, as
amended. The Company agrees that the
              Shares shall be subject to the registration rights set forth on
Exhibit C.

              ARTICLE 4. MISCELLANEOUS.

                      4.1     Tenn: Notice of Expiration. This Warrant is
exercisable, in whole or in part, at any time
              and from time to time on or before the Expiration Date set forth
above. The Company shall give Holder
              written notice of Holder's right to exercise this Warrant in the
form attached as Appendix 2 not more than
              90 days and not less than 30 days before the Expiration Date. If
the notice is not so given, the Expiration
              Date shall automatically be extended until 30 days after the
date the Company delivers the notice to
              Holder.


                      4.2     Legends. This Warrant and the Shares (and the
securities issuable, directly or indirectly,
              upon conversion of the Shares, if any) shall be imprinted with a
legend in substantially the following
              form:


                      THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF
                      1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED OR
OTHERWISE
                      TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF
UNDER SUCH
                      ACT OR PURSUANT TO RULE 144 OR AN OPINION OF COUNSEL
REASONABLY
                      SATISFACTORY TO THE CORPORATION AND ITS COUNSEL THAT
SUCH
                      REGISTRATION IS NOT REQUIRED.

                      4.3     Compliance with Securities Laws on Transfer.
This Warrant and the Shares issuabte upon
              exercise this Warrant (and the securities issuable, directly or
indirectly, upon conversion of the Shares, if
              any) may not be transferred or assigned in whole or in part
without compliance with applicable federal
              and state securities laws by the transferor and the transferee
(including, without limitation, the delivery of
              investment representation letters and legal opinions reasonably
satisfactory to the Company). The
              Company shall not require Holder to provide an opinion of
counsel if the transfer is to an affiliate of
              Holder or if there is no material question as to the
availability of current information as referenced in Rule
              144(c), Holder represents that it has complied with Rule 144(d)
and (e) in reasonable detail, the selling
              broker represents that it has complied with Rule 144(f), and the
Company is provided with a copy of
              Holder's notice of proposed sale.





                     4.4     Transfer Procedure. Subject to the provisions of
Section 4.2, Holder may transfer all or
             part of this Warrant or the Shares issuable upon exercise of this
Warrant (or the securities issuable,
             directly or indirectly, upon conversion of the Shares, if any) by
giving the Company notice of the portion
             of the Warrant being transferred setting forth the name, address
and taxpayer identification number of the
             transferee and surrendering this Warrant to the Company for
reissuance to the transferee(s) (and Holder, if
             applicable). Unless the Company is filing financial information
with the SEC pursuant to the Securities
             Exchange Act of 1934, the Company shall have the right to refuse
to, transfer any portion of this Warrant
             to any person who directly competes with the Company.

                     4.5     Notices. All notices and other communications
from the Company to the Holder, or vice
             versa, shall be deemed delivered and effective when given
personally or mailed by first-class registered or
             certified mail, postage prepaid, at such address as may have been
furnished to the Company or the
             Holder, as the case may be, in writing by the Company or such
Holder from time to time.

                     4.6     Waiver. This Warrant and any term hereof may be
changed, waived, discharged or
             terminated only by an instrument in writing signed by the party
against which enforcement of such
             change, waiver, discharge or termination is sought.

                     4.7     Attorneys' Fees. In the event of any dispute
between the parties concerning the terms and
             provisions of this Warrant, the party prevailing in such dispute
shall be entitled to collect from the other
             party all costs incurred in such dispute, including reasonable
attorneys' fees.

                     4.8     Governing Law. This Warrant shall be governed by
and construed in accordance with the
             laws of the State of California, without giving effect to its
principles regarding conflicts of law.


                                     FUSION MEDICAL TECHNOLOGIES, INC.


                                             By:



                                             Title:






                                  APPENDIX I


                            NOTICE OF EXERCISE



                     I      The undersigned hereby elects to purchase
shares of the Common Stock of
             Fusion Medical Technologies, Inc. pursuant to the terms of the
attached Warrant, and tenders herewith
             payment of the purchase price of such shares in full.

                     1.     The undersigned hereby elects to convert the
attached Warrant into Shares/cash [strike
             one] in the manner specified in the Warrant. This conversion is
exercised with respect to            of the
             Shares covered by the Warrant.

                     [Strike paragraph that does not apply.]

                     2.     Please issue a certificate or certificates
representing said shares in the name of the
             undersigned or in such other name as is specified below:

                                    Chief Financial Officer
                                    Controllers Department
                                    Imperial Bank or registered assignee
                                    P.O. Box 92991
                                    Los Angeles, CA 90009

                     3.     The undersigned represents it is acquiring the
shares solely for its own account and not as
             a nominee for any other party and not with a view toward the
resale or distribution thereof except in
             compliance with applicable securities laws.

             IMPERIAL BANK or registered assignee



             (Signature)



             (Date)







                                                             APPENDIX 2


                                      NOTICE THAT WARRANT IS ABOUT TO EXPIRE








              Chief Financial Officer
              Controllers Department
              Imperial Bank or registered assignee
              P.O. Box 92991
              Los Angeles, CA 90009



              Dear Gentleperson:

                      This is to advise you that the Warrant issued to you
described below will expire on November 28,
                      2002.


              Issuer:                                           Fusion Medical
Technologies, Inc.

              Issue Date:                                       November 28,
1997

              Class of Security Issuable:                       Common

              Exercise Price Per Share:                         $4.00

              Number of Shares Issuable:                        4,500

              Procedure for Exercise:

                      Please contact Bill Anderson at (650) 903-4067 with any
Questions you may have concerning
                      exercise of the Warrant. This is your only notice of
pending expiration.

                      Fusion Medical Technologies, Inc.


                      By:
                          -----------------------

                      Its:
                          -----------------------

                                            EXHIBIT A


                                              Omitted



                                             EXHIBIT B


                      IMPERIAL BANK or registered assignee
                             ANTIDILUTION AGREEMENT


                    This Antidilution Agreement is entered into as of November
28, 1997, by and between Imperial
             Bank or registered assignee, ("Purchaser") and Fusion Medical
Technologies, Inc. ("the Company").

                                                          RECITALS


                    A.      Concurrently with the execution of this
Antidilution Agreement, the Purchaser is
             purchasing from the Company a Warrant to Purchase Stock (the
"Warrant") pursuant to which
             Purchaser has the right to acquire from the Company the Shares (as
defined in the Warrant).

                    B.      By this Antidilution Agreement, the Purchaser and
the Company desire to set forth the
             adjustment in the number of Shares issuable upon exercise of the
Warrant as a result of a Diluting
             Issuance (as defined in Exhibit A to the Warrant).

                    C.      Capitalized terms used herein shall have the same
meaning as set forth in the Warrant.

                            NOW, THEREFORE, in consideration of the mutual
promises, covenants and
             conditions hereinafter set forth, the parties hereto mutually
agree as follows:

                            I .    Definitions. As used in this Antidilution
Agreement, the following terms have
             the following respective meanings:

                    (a)     "Option" means any right, option or warrant to
subscribe for, purchase or otherwise
             acquire common stock or Convertible Securities.

                    (b)     "Convertible Securities" means any evidences of
indebtedness, shares of stock or other
             securities directly or indirectly convertible into or exchangeable
for common stock.

                    (c)     "Issue" means to grant, issue, sell, assume or fix
a record date for determining persons
             entitled to receive any security (including Options), whichever of
the foregoing is the first to occur.

                    (d)     "Additional Common Shares" means all common. stock
(including reissued shares)
             Issued (or deemed to be issued pursuant to Section 2) after the
date of the Warrant. Additional
             Common Shares does not include, however, any common stock Issued
in a transaction described in
             Sections 2.1 and 2.2 of the Warrant; any common stock Issued upon
conversion of preferred stock
             outstanding on the date of the Waff ant; the Shares; or common.
stock Issued as incentive or in a
             nonfinancing transaction to employees, officers, directors or
consultants to the Company.

                   (e)     The shares of common stock ultimately Issuable upon
exercise of an Option (including
             the shares of common stock ultimately Issuable upon conversion or
exercise of a Convertible Security
             Issuable pursuant to an Option) are deemed to be Issued when the
Option is Issued. The shares of
             common stock ultimately Issuable upon conversion or exercise of a
Convertible Security (other than a
             Convertible Security Issued pursuant to an Option) shall be deemed
Issued upon Issuance of the
             Convertible Security.

                    2.      Deemed Issuance of Additional Cornmon Shares. The
shares of common stock
             ultimately Issuable upon exercise of an Option (including the
shares of common stock ultimately
             Issuable upon conversion or exercise of a Convertible Security
Issuable pursuant to an Option) are
             deemed to be Issued when the Option is Issued. The shares of
common stock ultimately Issuable upon
             conversion or exercise of a Convertible Security (other than a
Convertible Security Issued pursuant to
             an Option) shall be deemed Issued upon Issuance of the Convertible
Security. The maximum amount
             of common stock Issuable is determined without regard to any
future adjustments permitted under the
             instrument creating the Options or Convertible Securities.

                    3.      Adiustment of Warrant Price for Dilutinp,
Issuances.
                            3.1    Weighted Average Adiustment. If the Cornpany
issues Additional Common
             Shares after the date of the Warrant and the consideration per
Additional Common Share (determined
             pursuant to Section 9) is less than the Warrant Price in effect
immediately before such Issue, the
             Warrant Price in effect immediately before such Issue shall be
reduced, concurrently with such Issue,
             to a price (calculated to the nearest hundredth of a cent)
determined by multiplying the Warrant Price
             by a fraction:

                            (a)    the numerator of which is the amount of
common stock outstanding immediately
             before such Issue plus the amount of common stock that the
aggregate consideration received by

Company for the Additional Common Shares would purchase at the Warrant Price in
effect
             immediately before such Issue, and

                            (b)    the denominator of which is the amount of
common stock outstanding
             immediately before such Issue plus the number of such Additional
Shares.

                            3.2    Adiustment of Number of Shares. Upon each
adjustment of the Warrant Price,
             the number of Shares Issuable upon exercise of the Warrant shall.
be increased to equal the quotient
             obtained by dividing (a) the product resulting from multiplying
(i) the number of Shares Issuable upon
             exercise of the Warrant and (ii) the Warrant Price, in each case
as in effect immediately before such
             adjustment, by (b) the adjusted Warrant Price.

                            3.3    Securities Deemed Outstanding. For the
purpose of this Section 3, all securities
             Issuable upon exercise of any outstanding Convertible Securities
or Options, Warrants, or other rights
             to acquire securities of the Company shall be deemed to be
             outstanding.





                    4.      No Adjustment for Issuances Following Deemed
Issuances. No adjustment to the
             Warrant Price shall be made upon the exercise of Options or
conversion of Convertible Securities.

                    5.      Adjustment Following Changes in Terms of Options or
Convertible Securities. If the
             consideration payable to, or the amount of common stock Issuable
by, the Company increases or
             decreases, respectively, pursuant to the terms of any outstanding
Options or Convertible Securities, the
             Warrant Price shall be recomputed to reflect such increase or
decrease. The recomputation shall be
             made as of the time of the Issuance of the Options or Convertible
Securities. Any changes in the
             Warrant Price that occurred after such Issuance because other
Additional Common Shares were Issued
             or deemed Issued shall also be recomputed.

                    6.      Recomputation Upon Expiration of Options or
Convertible Securities. The Warrant
             Price computed upon the original Issue of any Options or
Convertible Securities, and any subsequent
             adjustments based thereon, shall be recomputed when any Options or
rights of conversion under
             Convertible Securities expire without having been exercised, In
the case of Convertible Securities or
             Options for common stock, the Warrant Price shall be recomputed as
if the only Additional Common
             Shares Issued were the shares of common stock actually Issued upon
the exercise of such securities, if
             any, and as if the only consideration received therefor was the
consideration actually received upon the
             Issue, exercise or conversion of the Options or Convertible
Securities. In the case of Options for
             Convertible Securities, the Warrant Price shall be recomputed as
if the only Convertible Securities
             Issued were the Convertible Securities actually Issued upon the
exercise thereof, if any, and as if the
             only consideration received therefor was the consideration
actually received by the Company
             (determined pursuant to Section 9), if any, upon the Issue of the
Options for the Convertible Securities.

                    7.      Limit on Readjustments. No readjustment of the
Warrant Price pursuant to Sections 5 or
             6 shall increase the Warrant Price more than the amount of any
decrease made in respect of the Issue of
             any Options or Convertible Securities.

                    8.      30 Dqy Options. In the case of any Options that
expire by their terms not more than 30
             days after the date of Issue thereof, no adjustment of the Wan-ant
Price shall be made until the
             expiration or exercise of all such Options.

                    9.      Computation of Consideration. The consideration
received by the Company for the
             Issue of any Additional Common Shares shall be computed as
follows:

                    (a)     Cash shall be valued at the amount of cash received
by the Corporation, excluding
             amounts paid or payable for accrued interest or accrued dividends.

                    (b)     Property. Property, other than cash, shall be
computed at the fair market value thereof at
             the time of the Issue as determined in good faith by the Board of
Directors of the Company.

                    (c)     Mixed Consideration. The consideration for
Additional Common Shares Issued together
             with other property of the Company for consideration that covers
both shall be determined in good
             faith by the Board of Directors.






                     (d)      Options and Convertible Securities. The
consideration per Additional Common Share
              for Options and Convertible Securities shall be determined by
dividing:

                              (i)      the total amount, if any, received or
receivable by the Company for the Issue of
              the Options or Convertible Securities, plus the minimum amount of
additional consideration (as set
              forth in the instruments relating thereto, without regard to any
provision contained therein for a
              subsequent adjustment of such consideration) payable to the
Company upon exercise of the Options or
              conversion of the Convertible Securities, by

                              (ii)     the maximum amount of common stock (as
set forth in the instruments relating
              thereto, without regard to any provision contained therein for a
subsequent adjustment of such number)
              ultimately Issuable upon the exercise of such Options or the
conversion of such Convertible Securities.


                      10.     General.


                              10.1     Governing Law. This Antidilution
Agreement shall be governed in all respects
              by the laws of the State of California as such laws are applied
to agreements between California
              residents entered into and to be performed entirely within
California.

                              10.2     Successors and Assigns. Except as
otherwise expressly provided herein, the
              provisions hereof shall inure to the benefit of, and be binding
upon, the successors, assigns, heirs,
              executors and administrators of the parties hereto.

                              10.3     Entire Agreement. Except as set forth
below, this Antidilution Agreement and
              the other documents delivered pursuant hereto constitute the full
and entire understanding and
              agreement between the parties with regard to the subjects hereof
and thereof.

                              10.4     Notices, etc. All notices and other
communications required or permitted
              hereunder shall be in writing and shall be mailed by first class
mail, postage prepaid, certified or
              registered mail, return receipt requested, addressed (a) if to
Purchaser at Purchaser's address as set forth
              below, or at such other address as Purchaser shall have furnished
to the Company in writing, or (b) if to
              the Company, at the Company's address set forth below, or at such
other address as the Company shall
              have furnished to the Purchaser in writing.

                              10.5     Severability. In case any provision of
this Antidilution Agreement shall be
              invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining provisions of
              this Antidilution Agreement shall not in any way be affected or
impaired thereby.

                              10.6     Titles and Subtitles. The titles of the
sections and subsections of this Agreement
              are for convenience of reference only and are not to be
considered in construing this Antidilution
              Agreement.


                     10.7  CounteEparts. This Antidilution Agreement may be
executed in any number of
          counterparts, each of which shall be an original, but all of which
together shall constitute one
          instrument.



          PURCHASER                          ISSUER


          IMPERIAL BANK
          or registered assignee          FUSION MEDICAL TECHNOLOGIES, INC.


          By:                                By:

          Name:                              Name:


          Title:                             Title:


          Address:                           Address:



                                                                   EXHIBIT C


                                                          Registration Rights



                    The Shares shall be deemed "registrable securities" or
otherwise entitled to "piggy back"
            registration rights in accordance with the terms of the following
agreement (the "Agreement") between
            the Company and its investor(s):





                           [Identify Agreement by date, title and parties. If
no Agreement
                           exists, indicate by "none."]

                    The Company agrees that no amendments will be made to the
Agreement which would have an
            adverse impact on Holder's registration thereunder without the
consent of Holder. By acceptance of the
            Warrant to which this Exhibit C is attached, Holder shall not be
deemed to be a party to the Agreement,
            but solely entitled to the registration rights created thereby.

                    If no Agreement exists, then the Company and the Holder
shall enter into Holder's standard form
            of Registration Rights Agreement as in effect on the Issue Date of
the Warrant.

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