Prepared by MERRILL CORPORATION





Exhibit 10.3


FIRST AMENDMENT TO 

MASTER LOAN AND SECURITY AGREEMENT 


             THIS FIRST
AMENDMENT TO MASTER LOAN AND SECURITY AGREEMENT (the “Amendment”), dated as of May
15, 2001, by and between Eligix, Inc. (the “Borrower” or “Eligix”), a Delaware
corporation, having its principal place of business and chief executive office
at 200 Boston Avenue, Medford, Massachusetts, 02139, and TRANSAMERICA BUSINESS
CREDIT CORPORATION (the “Lender”), a Delaware corporation, having its principal
office at Riverway II, West Office Tower, 9399 West Higgins Road, Rosemont,
Illinois, 60018.


W
I T N E
S S E T H:


             WHEREAS, the Borrower and the Lender are parties to the
Master Loan and Security Agreement, dated as of July 28, 1999 (as amended, the
“Loan Agreement”; capitalized terms used herein shall have the meanings
assigned to such terms in the Loan Agreement unless otherwise defined herein);


             WHEREAS, Eligix and BioTransplant, Inc., a Delaware
corporation (“BioTransplant”), have agreed to merge; and


             WHEREAS, the parties hereto desire to amend the Loan
Agreement in the manner set forth herein.


             NOW,
THEREFORE, in consideration of the foregoing and for other good and valuable
consideration, the Borrower and Lender hereby agree as follows:


             1.          Amendment
to Loan Agreement. 
Effective as of the date this Amendment is fully executed by the Lender
and Borrower hereof, and subject to the satisfaction by the Borrower of
conditions as determined by Lender, the Loan Agreement is hereby amended to add
BioTransplant as a joint and several borrower and party to the Loan Agreement
(hereafter, Eligix, and BioTransplant shall collectively be referred to as
“Borrower”).


             2.          Representations
and Warranties of Eligix.


                           (a)         Sine July 28, 1999, there has occurred
no development, event or change that has had or could reasonably be expected to
have a Material Adverse Effect.


                           (b)        No Default or Event of Default has
occurred and is continuing.


                           (c)         The representations and warranties of
Eligix contained in Section 4 of the Loan Agreement are true and correct in all
material respects on the date hereof as though made on and as of the date
hereof, except to the extent that such representation and warranties expressly
relate solely to an earlier date (in which case such representations and
warranties were true and correct on and as of such earlier date).


                           (d)        This Amendment constitutes the legal,
valid and binding obligation of Eligix, enforceable against Eligix in
accordance with its terms, except as enforceability may be limited by
bankruptcy, insolvency and other laws affecting creditors’ rights generally and
by general principles of equity.


             3.          Representations
and Warranties of BioTransplant.  This Amendment constitutes the legal, valid and binding
obligation of BioTransplant, enforceable against BioTransplant in accordance
with its terms, except as enforceability may be limited by bankruptcy,
insolvency and other laws affecting creditors’ rights generally and by general
principles of equity.


             4.          Conditions
to Amendment.  The
obligation of the Lender to consummate this Amendment is subject to the
Lenders’ receipt of the following, in form and substance satisfactory to the
Lender and its counsel:


             (i)          a
certificate of the Secretary or an Assistant Secretary of BioTransplant
(“Secretary’s Certificate”) certifying:



(a)         that attached to the Secretary’s
Certificate is a true, complete, and accurate copy of the resolutions of the
Board of Directors of BioTransplant (or a unanimous consent of directors in
lieu thereof) authorizing the execution, delivery, and performance of the Loan
Agreement, the other Loan Documents, and the transactions contemplated hereby
and thereby, and that such resolutions have not been amended or modified since
the date of such certification and are in full force and effect;



(b)        the incumbency, names, and true
signatures of the officers of BioTransplant authorized to sign the Loan
Documents to which it is a party; and



(c)         that attached to the Secretary’s
Certificate is a true and correct copy of the Articles or Certificate of
Incorporation of the Company, as amended, which Articles or Certificate of
Incorporation have not been further modified, repealed or rescinded and are in
full force and effect;



             (ii)         such other agreements and instruments as the Lender deems
necessary in its reasonable discretion in connection with the transactions
contemplated hereby.



             5.          Miscellaneous.


                           (a)         Except as expressly amended herein, all
of the terms and provisions of the Loan Agreement and the other Loan Documents
are ratified and confirmed in all respects and shall remain in full force and
effect.


                           (b)        Upon the effectiveness of this
Amendment, all references in the Loan Documents to the Loan Agreement shall
mean the Loan Agreement as amended by this Amendment and all references in the
Loan Agreement to the “this Agreement”, “hereof”, “herein”, or similar terms,
shall mean and refer to the Loan Agreement as amended by this Amendment.


                           (c)         The execution, delivery and
effectiveness of this Amendment shall not, except as expressly provided herein,
operate as an amendment to or waiver of any right, power or remedy of the
Lender under any of the Loan Documents, or constitute an amendment or waiver of
any provision of any of the Loan Documents.


                           (d)        This Amendment may be executed by the
parties hereto individually or in combination, in one or more counterparts,
each of which shall be an original and all of which shall constitute one and
the same agreement.  This Amendment may
be executed and delivered by telecopier with the same force and effect as if
the same were a fully executed and delivered original manual counterpart.


                           (e)         This Amendment shall constitute a Loan
Document.


             6.          GOVERNING
LAW.  THE VALIDITY,
INTERPRETATION AND ENFORCEMENT OF THIS AMENDMENT SHALL BE GOVERNED BY THE LAWS
OF THE STATE OF ILLINOIS WITHOUT GIVING EFFECT TO THE CONFLICTS OF LAW
PRINCIPLES THEREOF.


Signature page to follow.





Signature page to Amendment.


             IN WITNESS
WHEREOF, the parties hereto have caused this Amendment to be duly executed and
delivered by their respective duly authorized officers as of the date first
above written.


	 	BORROWER
	 	 
	 	ELIGIX, INC.
	 	 
	 	By:	/s/ James R.
  Fitzgerald
	 	 	


	 	 	Name:  James R. Fitzgerald
	 	 	Title:  Senior Vice President
	 	Hereunto Duly
  Authorized
	 	 	 
	 	BORROWER
	 	 
	 	BIOTRANSPLANT
  INCORPORATED
	 	 
	 	By:	/s/ Richard V. Capasso
	 	 	


	 	 	Name:  Richard V. Capasso
	 	 	Title:  Vice President Finance
	 	Hereunto Duly
  Authorized
	 	 	 
	 	LENDER
	 	 
	 	TRANSAMERICA BUSINESS
  CREDIT CORPORATION
	 	 
	 	By:	/s/ Allen M. Sailer
	 	 	


	 	 	Name:  Allen M. Sailer
	 	 	Title:  Vice President
	 	Hereunto Duly
  Authorized