28

<PAGE> 29
                            STOCK PURCHASE AGREEMENT


         This STOCK PURCHASE AGREEMENT is dated as of the 28th day of July, 2000
by and among BioSphere Medical,  Inc., a Delaware corporation with its principal
office at 1050  Hingham  Street,  Rockland,  MA 02370 (the  "Company"),  and the
several purchasers named in the attached Exhibit A (individually,  a "Purchaser"
and collectively, the "Purchasers").

         WHEREAS,  the  Company  desires  to issue  and  sell to the  Purchasers
pursuant to this Agreement  shares (the "Shares") of the authorized but unissued
shares of common  stock,  $.01 par value per share,  of the Company (the "Common
Stock"); and

         WHEREAS, the Purchasers,  severally, wish to purchase the Shares on the
terms and subject to the conditions set forth in this Agreement.

         NOW   THEREFORE,   in   consideration   of   the   mutual   agreements,
representations,  warranties and covenants herein contained,  the parties hereto
agree as follows:

1.   DEFINITIONS. As used in this Agreement, the following terms shall have the
     following respective meanings:

       (a) "Affiliate" of a party means any corporation or other business entity
            controlled by,  controlling or under common control with such party.
            For this purpose "control" shall mean  direct or indirect beneficial
            ownership  of fifty  percent (50%) or more  of the  voting or income
            interest in such corporation or other business entity.

       (b) "Closing Date" means the date of the Initial Closing (as defined in
            Section 2.1) or, with respect to Additional Purchasers (as defined
            in Section 2.3), the date of the Additional Closing (as defined in
            Section 2.3).

       (c) "Exchange Act" means the Securities Exchange Act of 1934, as amended,
            and all of the rules and regulations promulgated thereunder.

       (d) "Registration Rights Agreement" shall mean that certain Registration
            Rights Agreement,  dated as of  the date hereof,  among the Company
            and the Purchasers.

       (e) "Majority Purchasers" shall mean Purchasers which, at any given time,
            hold greater than fifty percent (50%) of the Shares.

       (f) "SEC"  shall  mean  the   Securities   and   Exchange Commission.

       (g) "Securities Act" shall mean the Securities Act of 1933, as amended,
            and all of the rules and regulations promulgated thereunder.

2.   PURCHASE AND SALE OF SHARES.

     2.1  PURCHASE AND SALE.  Subject to and upon the terms and  conditions  set
          forth in this Agreement,  the Company agrees to issue and sell to each
          Purchaser,  and each Purchaser,  severally,  hereby agrees to purchase
          from the Company,  at the Initial Closing (defined below),  the number
          of  shares  of  Common  Stock  set  forth  opposite  the  name of such
          Purchaser  under the  heading  "Number of Shares to be  Purchased"  on
          Exhibit A hereto,  at a purchase price of $11.00 per share.  The total
          purchase  price payable by each  Purchaser for the number of shares of
          Common Stock that such Purchaser is hereby agreeing to purchase is set
          forth opposite the name of such Purchaser under the heading  "Purchase
          Price" on Exhibit A hereto.  The aggregate  purchase  price payable by
          the  Purchasers to the Company for all of the Shares  purchased by the
          Purchasers at the Initial Closing shall be $12,703,900.

<PAGE> 30

     2.2  INITIAL CLOSING. The initial closing of the transactions  contemplated
          under this Agreement (the "Initial  Closing")  shall take place at the
          offices of the Company's counsel  simultaneously with the execution of
          this  Agreement  by the  Company  and the  Purchasers.  At the Initial
          Closing,  the Company shall  deliver to each  Purchaser a single stock
          certificate,  registered  in the  name of such  Purchaser  (or in such
          nominee or custodial  name as shall be  specified by such  Purchaser),
          representing  the number of shares of Common  Stock  purchased by such
          Purchaser,  against  payment of the  purchase  price  therefor by wire
          transfer of immediately available funds to such account or accounts as
          the Company shall designate in writing.

     2.3  ADDITIONAL CLOSING.  After the Initial Closing the Company may, in its
          sole  discretion  and without  obtaining the consent of any Purchaser,
          hold an additional  closing (the  "Additional  Closing",  and together
          with the  Initial  Closing,  the  "Closing")  at which the Company may
          issue and sell to new investors (the  "Additional  Purchasers")  up to
          208,736  additional  shares of  Common  Stock at a  purchase  price of
          $11.00  per  share.  The  Additional  Closing  will take  place at the
          offices of the  Company's  counsel.  At the  Additional  Closing,  the
          Additional  Purchasers  shall  become  parties  to this  Agreement  by
          executing a signature page hereto and, upon such  execution,  shall be
          deemed  "Purchasers"  hereunder  and  shall be  deemed  to be added to
          EXHIBIT A hereto, and the shares of Common Stock so purchased shall be
          deemed  to be  "Shares"  hereunder.  At the  Additional  Closing,  the
          Company  shall  deliver to each  Additional  Purchaser a single  stock
          certificate,  registered in the name of such Additional  Purchaser (or
          in such  nominee  or  custodial  name as  shall be  specified  by such
          Additional  Purchaser),  representing  the  number of shares of Common
          Stock purchased by such Additional  Purchaser,  against payment of the
          purchase price thereof by wire transfer of immediately available funds
          to such account or accounts as the Company shall designate in writing.

3.   REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE COMPANY.       The Company
     hereby  represents,  warrants  and covenants  to each  of the Purchasers as
     follows.

     3.1  INCORPORATION.  The Company and each of the  Subsidiaries  (as defined
          below) is a corporation  duly organized,  validly existing and in good
          standing under the laws of the jurisdiction of its  incorporation  and
          is  qualified  to do  business  in  each  jurisdiction  in  which  the
          character of its  properties  or the nature of its  business  requires
          such  qualification,  except where the failure to so qualify would not
          have a material  adverse effect upon the Company and the  Subsidiaries
          taken as a whole.  The  Company and each of the  Subsidiaries  has all
          requisite  corporate  power and  authority to carry on its business as
          now conducted. Other than Biosphere Medical S.A. and Biosphere Medical
          Japan, Inc. (the "Subsidiaries"), the Company has no subsidiaries.

     3.2  CAPITALIZATION.  The  authorized  capital stock of the Company,  as of
          July 1, 2000,  consists of 25,000,000 shares of Common Stock, of which
          9,256,422  shares are issued and outstanding  and 1,000,000  shares of
          blank check Preferred Stock,  $.01 par value,  none of which have been
          designated.  All of the issued and outstanding  shares of Common Stock
          are duly authorized,  validly issued,  fully paid,  nonassessable  and
          free of all  preemptive  rights  and free  from any liens or any other
          encumbrances  created by the Company  with respect to the issuance and
          delivery thereof.

     3.3  AUTHORIZATION.  All corporate  action on the part of the Company,  its
          officers,  directors and stockholders necessary for the authorization,
          execution,   delivery  and  performance  of  this  Agreement  and  the
          Registration Rights Agreement and the consummation of the transactions
          contemplated  herein and  therein has been taken.  When  executed  and
          delivered by the Company,  each of this Agreement and the Registration
          Rights  Agreement  shall  constitute  the  legal,  valid  and  binding
          obligation  of  the  Company,   enforceable  against  the  Company  in
          accordance with its terms, and except as may be limited by bankruptcy,
          insolvency,  reorganization or other laws affecting  creditors' rights
          generally  and by general  equitable  principles.  The Company has all
          requisite  corporate  power  to  enter  into  this  Agreement  and the
          Registration  Rights  Agreement  and to  carry  out  and  perform  its
          obligations  under the terms of this  Agreement  and the  Registration
          Rights Agreement.
<PAGE> 31

     3.4  VALID  ISSUANCE  OF THE  SHARES.  The Shares  being  purchased  by the
          Purchasers hereunder will, upon issuance pursuant to the terms hereof,
          be duly  authorized and validly issued,  fully paid and  nonassessable
          and free of all preemptive rights.

     3.5  REPORTS AND  FINANCIAL  STATEMENTS.  The Company has  previously  made
          available to the Purchasers  complete and accurate copies,  as amended
          or supplemented,  of all reports filed by the Company under Section 13
          of the Exchange Act with the SEC since  January 1, 1995 (such  reports
          are collectively referred to herein as the "Company SEC Reports"). The
          Company has timely  filed all  reports  required to be filed under the
          Securities  Act and the Exchange Act since June 30, 1999.  As of their
          respective  dates,  the Company SEC Reports did not contain any untrue
          statement of a material fact or omit to state a material fact required
          to be stated therein as necessary to make the statements  therein,  in
          light of the  circumstances  in which they were made, not  misleading.
          The audited  consolidated  financial  statements and unaudited interim
          consolidated  financial  statements  of the  Company  included  in the
          Company  SEC Reports  (i) comply as to form in all  material  respects
          with applicable  accounting  requirements  and the published rules and
          regulations of the SEC with respect  thereto,  (ii) have been prepared
          in accordance with generally accepted accounting principles applied on
          a consistent  basis  throughout the periods covered thereby (except as
          may be indicated  therein or in the notes thereto,  and in the case of
          quarterly  financial  statements,  as permitted by Form 10-Q under the
          Exchange  Act),  (iii) fairly  represent  the  consolidated  financial
          condition, results of operations and cash flows of the Company and the
          Subsidiaries as of the respective  dates and for the periods  referred
          to therein and (iv) are  consistent  with the books and records of the
          Company and the Subsidiaries.

     3.6  CONSENTS. All consents,  approvals, orders and authorizations required
          on the part of the Company in connection with the execution,  delivery
          or performance of this Agreement and the Registration Rights Agreement
          and the  consummation  of the  transactions  contemplated  herein  and
          therein  have been  obtained  and will be  effective as of the Closing
          Date,  other than such  filings  required to be made after the Closing
          under   applicable   federal  and  state   securities   laws  and  the
          registration   statement   contemplated  by  the  Registration  Rights
          Agreement.

     3.7  No Conflict.  The  execution  and delivery of this  Agreement  and the
          Registration  Rights  Agreement by the Company and the consummation of
          the  transactions  contemplated  hereby and thereby  will not conflict
          with or result in any violation of or default (with or without  notice
          or  lapse  of  time,  or  both)  under,  or give  rise  to a right  of
          termination,  cancellation  or  acceleration of any obligation or to a
          loss of a  benefit  under  (i) any  provision  of the  Certificate  of
          Incorporation  or By-laws of the Company or any of the Subsidiaries or
          (ii)  any  agreement  or  instrument,   permit,  franchise,   license,
          judgment,   order,  statute,  law,  ordinance,  rule  or  regulations,
          applicable  to  the  Company  or  any of  its  Subsidiaries  or  their
          respective properties or assets other than, in the case of (ii) above,
          any   violation,   default,   right  of   termination,   cancellation,
          acceleration  or loss or benefits  the  occurrence  of which would not
          reasonably be likely to have a material  adverse effect on the assets,
          business, financial conditions or results of operations of the Company
          and the Subsidiaries taken as a whole.

     3.8  BROKERS OR FINDERS.  Except for certain fees and  expenses  payable by
          the Company to Solomon Smith Barney Inc. and PaineWebber  Incorporated
          (the "Placement Agents"),  the Company has not incurred, and shall not
          incur,  directly or  indirectly,  any  liability  for any brokerage or
          finders'  fees  or  agents  commissions  or  any  similar  charges  in
          connection with this Agreement or any transaction contemplated hereby.
<PAGE> 32

     3.9  NASDAQ  NATIONAL  MARKET.  The  Common  Stock is listed on the  Nasdaq
          National  Market  System,  and there are no  proceedings  to revoke or
          suspend such listing.

     3.10 ABSENCE OF LITIGATION. As of the date hereof, there is no action, suit
          or  proceeding  or, to the  Company's  knowledge,  any  investigation,
          pending,  or to the Company's  knowledge,  threatened by or before any
          governmental  body against the Company or any of the  Subsidiaries and
          in which an unfavorable outcome, ruling or finding in any said matter,
          or for all matters taken as a whole,  would  reasonably be expected to
          have a material  adverse  effect on the Company  and the  Subsidiaries
          taken as a whole. The foregoing includes, without limitation, any such
          action,   suit,   proceeding  or  investigation  that  questions  this
          Agreement  or the  Registration  Rights  Agreement or the right of the
          Company to execute, deliver and perform under same.

     3.11 DISCLOSURE.   The  information  contained  in  the  Private  Placement
          Memorandum (including the documents incorporated by reference therein)
          of the Company  relating to the offer and sale of the Shares  dated as
          of June 6, 2000,  does not contain any untrue  statement of a material
          fact or omit to state any material fact necessary in order to make the
          statements therein, in the light of the circumstances under which they
          are made, not misleading.

     3.12 ABSENCE OF MATERIAL  CHANGES.  Except as  disclosed in the Company SEC
          Reports,  since  January 1, 2000,  there has been no event which could
          reasonably  be  expected  to have a  material  adverse  effect  on the
          Company and the Subsidiaries taken as a whole,  whether or not arising
          from transactions in the ordinary course of business.

     3.13 INTELLECTUAL PROPERTY. Except as disclosed in the Company SEC Reports,
          the Company and each of the Subsidiaries  owns or has the right to use
          all patent rights,  trademarks,  trade names,  service  marks,  logos,
          copyrights,   formulas,   methods  and  processes  currently  used  in
          connection with the conduct of their respective businesses.

     3.14 COMPLIANCE WITH LAW.  Neither the Company nor any of the  Subsidiaries
          is in  material  violation  of any  statute,  law,  rule,  regulation,
          ordinance, decision or order of any governmental agency or body or any
          court,  domestic or foreign,  except  where such  violation  would not
          individually or in the aggregate have a material adverse effect on the
          Company and the Subsidiaries taken as a whole.

     3.15 INVESTMENT COMPANY. Neither the Company nor any of the Subsidiaries is
          an  "investment  company"  within  the  meaning of such term under the
          Investment  Company  Act of  1940,  as  amended,  and  the  rules  and
          regulations of the SEC thereunder.

     3.16 NO  REGISTRATION.  Assuming  the accuracy of the  representations  and
          warranties made by the Purchasers in Section 4 hereof, no registration
          of the Shares under the Securities Act is required in connection  with
          the offer and sale of the Shares to the Purchasers as  contemplated by
          this Agreement.

     3.17 S-3 STATUS. The Company meets the requirements for the use of Form S-3
          for the registration of the resale of the Shares by the Purchasers and
          will use its  reasonable  best efforts to maintain S-3 status with the
          SEC during the period  required  by Section  3(a) of the  Registration
          Rights Agreement.
<PAGE> 33

     3.18 REPORTING  STATUS.  So long as any of the Purchasers  beneficially own
          any portion of the Shares,  the Company will use its  reasonable  best
          efforts to maintain the inclusion of the Common Stock on Nasdaq or the
          listing  of  the  Common  Stock  on a  national  securities  exchange;
          provided,  however,  that  this will not  restrict  the  Company  from
          engaging in any transaction  which results in all of the capital stock
          of the  Company  being  acquired  in a business  combination  or other
          acquisition transaction.

     3.19 FORM D. The Company agrees to file one or more Forms D with respect to
          the Shares on a timely basis as required  under  Regulation D to claim
          the  exemption  provided by Rule 506 of  Regulation D and to provide a
          copy thereof to the Purchasers promptly after such filing.

     3.20 INTEGRATION.  The Company will not sell, offer to sell, solicit offers
          to buy or otherwise negotiate in respect of any "security" (as defined
          in the Securities Act) that is or could be integrated with the sale of
          the Shares in a manner  that would  require  the  registration  of the
          Shares under the Securities Act.

     3.21 USE OF PROCEEDS. The net proceeds received by the Company will be used
          to fund working capital needs and operating expenses.


4.   REPRESENTATIONS AND WARRANTIES OF THE PURCHASERS.  Each Purchaser severally
     for itself,  and  not  jointly  with  the other Purchasers,  represents and
     warrants to the Company as follows:


     4.1  AUTHORIZATION.  All  action  on the  part of such  Purchaser  and,  if
          applicable, its officers, directors and shareholders necessary for the
          authorization,  execution,  delivery and performance of this Agreement
          and the  Registration  Rights  Agreement and the  consummation  of the
          transactions  contemplated  herein and therein has been taken. Each of
          this Agreement and the Registration  Rights Agreement  constitutes the
          legal,  valid and binding  obligation of such  Purchaser,  enforceable
          against such  Purchaser in accordance  with its terms,  except as such
          may be limited by bankruptcy, insolvency, reorganization or other laws
          affecting   creditors'  rights  generally  and  by  general  equitable
          principles.  Such Purchaser has all requisite power to enter into each
          of this Agreement and the  Registration  Rights Agreement and to carry
          out and perform its obligations  under the terms of this Agreement and
          the Registration Rights Agreement.

     4.2  PURCHASE  ENTIRELY FOR OWN ACCOUNT,  ETC. Such  Purchaser is acquiring
          the Shares for its own account, and not with a view to, or for sale in
          connection  with, any  distribution  of the Shares in violation of the
          Securities  Act.  Except as  contemplated  by this  Agreement  and the
          Registration   Rights   Agreement,   such  Purchaser  has  no  present
          agreement,   undertaking,   arrangement,   obligation   or  commitment
          providing for the  disposition of the Shares.  Any Purchaser that is a
          corporation or other entity represents that it has not been organized,
          reorganized or recapitalized specifically for the purpose of investing
          in the Shares.  Such  Purchaser  agrees not to assign,  sell,  pledge,
          transfer  or  otherwise  dispose  of or  transfer  any  Shares  unless
          registered  under the Securities Act and applicable  state  securities
          laws, or, at the option of the Company,  such  Purchaser  furnishes to
          the Company either (a) a representation letter setting forth a factual
          basis  for  concluding   that  such  proposed   transfer   involves  a
          transaction  for which such  registration  is not  required  or (b) an
          opinion of counsel  reasonably  satisfactory  to the Company that such
          registration  is not required;  provided that no such opinion shall be
          required  for  any  transfer  of  Shares  that  is  exempt  from  such
          registration  under Rule 144(k) under the Securities  Act. The Company
          may affix a legend to any certificates  representing the Shares to the
          foregoing effect.
<PAGE> 34

     4.3  INVESTOR STATUS;  ETC. Such Purchaser  certifies and represents to the
          Company  that at the time such  Purchaser  acquires any of the Shares,
          such Purchaser will be an "accredited investor" as defined in Rule 501
          of Regulation D promulgated under the Securities Act. Such Purchaser's
          financial  condition  is such  that it is  able  to bear  the  risk of
          holding  the Shares for an  indefinite  period of time and the risk of
          loss of its entire  investment.  Such  Purchaser has been afforded the
          opportunity  to  ask  questions  of  and  receive   answers  from  the
          management  of  the  Company   concerning   this  investment  and  has
          sufficient  knowledge and experience in investing in companies similar
          to the Company in terms of the Company's stage of development so as to
          be able to  evaluate  the risks and  merits of its  investment  in the
          Company.

     4.4  SHARES NOT REGISTERED. Such Purchaser understands that the Shares have
          not been  registered  under  the  Securities  Act,  by reason of their
          issuance by the Company in a transaction  exempt from the registration
          requirements  of the Securities Act, and that the Shares must continue
          to be held by such Purchaser unless a subsequent  disposition  thereof
          is  registered  under  the  Securities  Act  or is  exempt  from  such
          registration.  The  Purchaser  understands  that the  exemptions  from
          registration  afforded by Rule 144 (the  provisions of which are known
          to it) promulgated under the Securities Act depend on the satisfaction
          of various  conditions,  and that, if applicable,  Rule 144 may afford
          the basis for sales only in limited amounts.

     4.5  NO CONFLICT.  The  execution  and delivery of this  Agreement  and the
          Registration  Rights  Agreement by such Purchaser and the consummation
          of the transactions  contemplated hereby and thereby will not conflict
          with or result in any violation of or default by such Purchaser  (with
          or without notice or lapse of time, or both) under,  or give rise to a
          right of  termination,  cancellation or acceleration of any obligation
          or to a loss of a  material  benefit  under (i) any  provision  of the
          organizational  documents of such  Purchaser or (ii) any  agreement or
          instrument, permit, franchise, license, judgment, order, statute, law,
          ordinance,  rule or  regulations,  applicable to such Purchaser or its
          respective properties or assets.

     4.6  BROKERs. Such Purchaser has not retained, utilized or been represented
          by  any  broker  or  finder  in  connection   with  the   transactions
          contemplated by this Agreement.

     4.7  CONSENTS. All consents,  approvals, orders and authorizations required
          on the  part of such  Purchaser  in  connection  with  the  execution,
          delivery or performance of this Agreement and the  consummation of the
          transactions  contemplated herein have been obtained and are effective
          as of the Closing Date.

5.   CONDITIONS PRECEDENT.

     5.1  CONDITIONS  TO THE  OBLIGATION OF THE  PURCHASERS  TO  CONSUMMATE  THE
          INITIAL  CLOSING  AND, IF  APPLICABLE,  ANY  ADDITIONAL  CLOSING.  The
          obligation of each Purchaser to consummate the Initial Closing and, if
          applicable,  any Additional  Closing,  and to purchase and pay for the
          Shares being  purchased by it pursuant to this Agreement is subject to
          the satisfaction of the following conditions precedent:

          (a)  The  representations  and  warranties  contained  herein  of  the
               Company  shall be true and correct on and as of the Closing  Date
               with the same  force and  effect as though  made on and as of the
               Closing Date (it being  understood  and agreed by each  Purchaser
               that,  in the  case of any  representation  and  warranty  of the
               Company  contained herein (i) which is not hereinabove  qualified
               by   application   thereto  of  a  materiality   standard,   such
               representation  and warranty need be true and correct only in all
               material  respects in order to satisfy as to such  representation

<PAGE> 35

               or warranty the  condition  precedent  set forth in the foregoing
               provisions  of this Section 5.1 (a) or (ii) which is made as of a
               specific date, such  representation and warranty need be true and
               correct only as of such  specific  date in order to satisfy as to
               such  representation  and warranty the  condition  precedent  set
               forth in the foregoing provisions of this Section 5.1(a)).

          (b)  The  Registration  Rights  Agreement shall have been executed and
               delivered by the Company.

          (c)  The Company  shall have  performed in all  material  respects all
               obligations  and  conditions  herein  required to be performed or
               observed by the Company on or prior to the Closing Date.

          (d)  No  proceeding  challenging  this  Agreement or the  transactions
               contemplated  hereby, or seeking to prohibit,  alter,  prevent or
               materially  delay the Initial  Closing  and, if  applicable,  any
               Additional Closing,  shall have been instituted before any court,
               arbitrator or governmental  body, agency or official and shall be
               pending.

          (e)  The  purchase  of and  payment  for the Shares by the  Purchasers
               shall  not be  prohibited  by any law or  governmental  order  or
               regulation.

          (f)  The Purchasers shall have received the following documents:

               (i)  a certificate of an officer of the Company  certifying  that
                    each of the  conditions  specified  in  clauses  (a) and (c)
                    above has been satisfied;

               (ii) a certificate of the Secretary of the Company  certifying as
                    to  the  certificate  of  incorporation  and  bylaws  of the
                    Company,  and setting forth the  resolutions of the Board of
                    Directors of the Company  authorizing  the execution of this
                    Agreement  and the  Registration  Rights  Agreement  and the
                    consummation  of the  transactions  contemplated  hereby and
                    thereby,  and  certifying  that such  resolutions  were duly
                    adopted  and have not been  rescinded  or  amended as of the
                    Closing Date; and

               (iii)an opinion of Company  counsel  reasonably  satisfactory  to
                    the Purchasers and their counsel.

          (g)  All instruments and corporate  proceedings in connection with the
               transactions  contemplated by this Agreement to be consummated at
               the Initial Closing and, if applicable,  any Additional  Closing,
               shall be satisfactory in form and substance to such Purchaser and
               the Placement Agents, and such Purchaser and the Placement Agents
               shall have  received  copies  (executed or  certified,  as may be
               appropriate)  of  all  documents  which  such  Purchaser  or  the
               Placement Agents may have reasonably requested in connection with
               such transactions.

     5.2  CONDITIONS TO THE  OBLIGATION OF THE COMPANY TO CONSUMMATE THE INITIAL
          CLOSING AND, IF APPLICABLE,  ANY ADDITIONAL CLOSING. The obligation of
          the Company to consummate the Initial Closing and, if applicable,  any
          Additional  Closing,  and to issue and sell to each of the  Purchasers
          the  Shares to be  purchased  by it at the  Initial  Closing  and,  if
          applicable,  any Additional Closing, is subject to the satisfaction of
          the following conditions precedent:
<PAGE> 36

          (a)  The  representations  and  warranties  contained  herein  of such
               Purchaser shall be true and correct on and as of the Closing Date
               with the same  force and  effect as though  made on and as of the
               Closing Date (it being understood and agreed by the Company that,
               in the case of any  representation and warranty of each Purchaser
               contained   herein   which  is  not   hereinabove   qualified  by
               application   thereto   of   a   materiality    standard,    such
               representation  and warranty need be true and correct only in all
               material  respects in order to satisfy as to such  representation
               or warranty the  condition  precedent  set forth in the foregoing
               provisions of this Section 5.2(a)).

          (b)  The  Registration  Rights  Agreement shall have been executed and
               delivered by each Purchaser.

          (c)  The Purchasers shall have performed in all material  respects all
               obligations  and  conditions  herein  required to be performed or
               observed by the Purchasers on or prior to the Closing Date.

          (d)  No  proceeding  challenging  this  Agreement or the  transactions
               contemplated  hereby, or seeking to prohibit,  alter,  prevent or
               materially  delay the Initial  Closing  and, if  applicable,  any
               Additional Closing,  shall have been instituted before any court,
               arbitrator or governmental  body, agency or official and shall be
               pending.

          (e)  The sale of the Shares by the Company  shall not be prohibited by
               any law or governmental order or regulation.

          (f)  Each of the other Purchasers shall have purchased,  in accordance
               with this  Agreement,  the  number of shares of Common  Stock set
               forth opposite its name under the heading "Number of Shares to be
               Purchased."

          (g)  The Purchasers shall have each delivered to the Company:

               (i)  an  executed  Investor  Questionnaire  in the form  attached
                    hereto as Annex A, in the case of individual  investors,  or
                    Annex B, in the  case of  non-individual  investors;  and

               (ii) an executed  Selling  Stockholder  Questionnaire in the form
                    attached hereto as Annex C.

          (h)  All instruments and corporate  proceedings in connection with the
               transactions  contemplated by this Agreement to be consummated at
               the Initial Closing and, if applicable,  any Additional  Closing,
               shall be satisfactory  in form and substance to the Company,  and
               the  Company  shall  have  received  counterpart  originals,   or
               certified or other  copies of all  documents,  including  without
               limitation  records of corporate or other  proceedings,  which it
               may have reasonably requested in connection therewith.

6.   TRANSFER, LEGENDS.

     6.1  SECURITIES LAW TRANSFER RESTRICTIONS. No Purchaser shall sell, assign,
          pledge,  transfer or  otherwise  dispose or encumber any of the Shares
          being  purchased by it hereunder,  except (i) pursuant to an effective
          registration statement under the Securities Act or (ii) pursuant to an
          available  exemption  from  registration  under the Securities Act and
          applicable  state  securities  laws and, if  requested by the Company,
          upon  delivery by such  Purchaser,  at the option of the  Company,  of
          either (A) a  representation  letter setting forth a factual basis for

<PAGE> 37

          concluding  that such proposed  transfer  involves a  transaction  for
          which such registration is not required,  or (B) an opinion of counsel
          reasonably satisfactory to the Company to the effect that the proposed
          transfer  is exempt from  registration  under the  Securities  Act and
          applicable state securities laws;  provided that no such opinion shall
          be  required  for any  transfer  of Shares  that is  exempt  from such
          registration  under Rule 144(k) under the Securities Act. Any transfer
          or  purported  transfer of the Shares in violation of this Section 6.1
          shall be voidable by the Company.  The Company  shall not register any
          transfer of the Shares in  violation  of this Section 6.1. The Company
          may, and may instruct  any  transfer  agent for the Company,  to place
          such stop transfer  orders as may be required on the transfer books of
          the Company in order to ensure  compliance with the provisions of this
          Section 6.1.

     6.2  LEGENDS.  Each  certificate  requesting  any of the  Shares  shall  be
          endorsed  with  the  legends  set  forth  below,  and  each  Purchaser
          covenants that,  except to the extent such  restrictions are waived by
          the Company,  it shall not transfer the shares represented by any such
          certificate  without  complying  with  the  restrictions  on  transfer
          described  in  this  Agreement  and  the  legends   endorsed  on  such
          certificate:

"THE SHARES  REPRESENTED BY THIS  CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES  ACT  OF  1933  AND  MAY  NOT BE  OFFERED,  SOLD,  ASSIGNED,  PLEDGED
TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION
STATEMENT UNDER SAID ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION
UNDER SAID ACT AND, IF REQUESTED BY THE COMPANY,  UPON DELIVERY OF AN OPINION OF
COUNSEL  REASONABLY  SATISFACTORY  TO THE COMPANY THAT THE PROPOSED  TRANSFER IS
EXEMPT FROM SAID ACT."

7.   INDEMNIFICATION.

     7.1  INDEMNIFICATION  BY THE COMPANY.  The Company will  indemnify and hold
          harmless each Purchaser against any losses, claims, damages,  expenses
          (including reasonable legal fees) or liabilities, joint or several, to
          which they may become  subject,  to the extent  such  losses,  claims,
          damages, expenses or liabilities (or actions in respect thereof) arise
          out of any breach by the  Company of any  representation,  warranty or
          covenant made by the Company in this Agreement.

     7.2  INDEMNIFICATION BY THE PURCHASERS.  Each Purchaser will (severally and
          not jointly with any other Purchaser)  indemnify and hold harmless the
          Company  against  any losses,  claims,  damages,  expenses  (including
          reasonable  legal fees) or liabilities to which the Company may become
          subject,  to the extent  such  losses,  claims,  damages,  expenses or
          liabilities (or actions in respect thereof) arise out of any breach by
          such  Purchaser of any  representation,  warranty or covenant  made by
          such  Purchaser in this  Agreement  or in the  Investor  Questionnaire
          delivered to the Company in connection with this Agreement.

8.   MISCELLANEOUS PROVISIONS.

     8.1  PUBLIC  STATEMENTS  OR  RELEASES.  None of the  Company  or any of the
          Purchasers shall make, issue, or release any announcement,  whether to
          the public  generally,  or to any of its suppliers or customers,  with
          respect to this Agreement or the transactions  provided for herein, or
          make any  statement or  acknowledgment  of the existence of, or reveal
          the status of, this Agreement or the transactions provided for herein,
          without  the prior  consent of the other  parties,  which shall not be
          unreasonably  withheld  or  delayed,  provided  that  nothing  in this
          Section 8.1 shall  prevent any of the parties  hereto from making such
          public  announcements as it may consider necessary in order to satisfy
          its legal  obligations,  but to the extent not inconsistent  with such
          obligations,  it shall  provide  counsel to the other  parties with an
          opportunity to review and comment on any proposed public  announcement
          before it is made.
<PAGE> 38

     8.2  FURTHER  ASSURANCES.  Each party  agrees to  cooperate  fully with the
          other party and to execute such  further  instruments,  documents  and
          agreements  and to give such  further  written  assurances,  as may be
          reasonably requested by the other party to better evidence and reflect
          the  transactions  described herein and  contemplated  hereby,  and to
          carry into effect the intents and purposes of this Agreement.

     8.3  RIGHTS  CUMULATIVE.  Each and all of the  various  rights,  powers and
          remedies of the parties shall be considered to be cumulative  with and
          in  addition  to any other  rights,  powers  and  remedies  which such
          parties may have at law or in equity in the event of the breach of any
          of the terms of this  Agreement.  The exercise or partial  exercise of
          any right,  power or remedy shall  neither  constitute  the  exclusive
          election  thereof nor the waiver of any other  right,  power or remedy
          available to such party.

     8.4  PRONOUNS.  All pronouns or any  variation  thereof  shall be deemed to
          refer to the masculine, feminine or neuter, singular or plural, as the
          identity of the person, persons, entity or entities may require.

     8.5  NOTICES.

          (a)  Any  notices,   reports  or  other  correspondence   (hereinafter
               collectively   referred  to  as  "correspondence")   required  or
               permitted to be given  hereunder shall be sent by postage prepaid
               first  class  mail,  courier or fax or  delivered  by hand to the
               party to whom such  correspondence is required or permitted to be
               given hereunder.  The date of giving any notice shall be the date
               of its actual receipt.

          (b)  All correspondence to the Company shall be addressed as follows:

                           President and Chief Executive Officer
                           BioSphere Medical, Inc.
                           1050 Hingham Street
                           Rockland, MA 02370

          (c)  All  correspondence  to any  Purchaser  shall  be  sent  to  such
               Purchaser at the address set forth in Exhibit A with a copy to:

                           Morrison & Foerster
                           1290 Avenue of the Americas
                           New York, NY 10104
                           Attention: Jeff Marcus, Esq.

          (d)  Any entity may change the address to which  correspondence  to it
               is to be addressed by notification as provided for herein.

     8.6  CAPTIONS.  The captions and paragraph  headings of this  Agreement are
          solely  for the  convenience  of  reference  and shall not  affect its
          interpretation.

     8.7  SEVERABILITY.  Should any part or provision of this  Agreement be held
          unenforceable  or in conflict with the applicable  laws or regulations
          of any jurisdiction,  the invalid or unenforceable  part or provisions
          shall be replaced with a provision which  accomplishes,  to the extent
          possible, the original business purpose of such part or provision in a
          valid and  enforceable  manner,  and the  remainder of this  Agreement
          shall remain binding upon the parties hereto.

     8.8  GOVERNING LAW; INJUNCTIVE RELIEF.

          (a)  This  Agreement  shall be governed by and construed in accordance
               with the  internal  and  substantive  laws of  Massachusetts  and
               without  regard to any  conflicts  of laws  concepts  which would
               apply the substantive law of some other jurisdiction.
<PAGE> 39

          (b)  Each of the parties hereto  acknowledges  and agrees that damages
               will  not be an  adequate  remedy  for  any  material  breach  or
               violation of this Agreement if such material  breach or violation
               would  cause  immediate  and  irreparable  harm (an  "Irreparable
               Breach").  Accordingly,  in the event of a threatened  or ongoing
               Irreparable  Breach, each party hereto shall be entitled to seek,
               in any state or federal court in Massachusetts,  equitable relief
               of a kind  appropriate  in light of the nature of the  ongoing or
               threatened Irreparable Breach, which relief may include,  without
               limitation,  specific performance or injunctive relief; provided,
               however,  that if the party bringing such action is  unsuccessful
               in obtaining  the relief  sought,  the moving party shall pay the
               non-moving party's reasonable costs,  including  attorney's fees,
               incurred in connection with defending such action.  Such remedies
               shall not be the  parties'  exclusive  remedies,  but shall be in
               addition to all other remedies provided in this Agreement.

     8.9  WAIVER.  No  waiver  of any  term,  provision  or  condition  of  this
          Agreement,  whether  by  conduct  or  otherwise,  in any  one or  more
          instances,  shall be deemed to be, or be  construed  as, a further  or
          continuing  waiver of any such term,  provision  or  condition or as a
          waiver of any other term, provision or condition of this Agreement.

     8.10 EXPENSES.  The Company  will pay up to $25,000 of the  reasonable  and
          documented  fees and  disbursements  of Morrison &  Foerster,  special
          counsel to the  Purchasers,  for its services in connection  with this
          Agreement.

     8.11 ASSIGNMENT.  The rights and  obligations  of the parties  hereto shall
          inure to the  benefit  of and  shall be  binding  upon the  authorized
          successors  and  permitted  assigns of each party.  Neither  party may
          assign its rights or  obligations  under this  Agreement  or designate
          another  person (i) to perform  all or part of its  obligations  under
          this  Agreement or (ii) to have all or part of its rights and benefits
          under this  Agreement,  in each case without the prior written consent
          of the other party.  In the event of any assignment in accordance with
          the terms of this Agreement,  the assignee shall  specifically  assume
          and be bound by the  provisions  of the  Agreement  by  executing  and
          agreeing to an assumption agreement reasonably acceptable to the other
          party.

     8.12 SURVIVAL.  The respective  representations and warranties given by the
          parties  hereto,  and the other  covenants  and  agreements  contained
          herein,  shall  survive the Closing Date and the  consummation  of the
          transactions  contemplated  herein for a period of two years,  without
          regard to any investigation made by any party.

     8.13 ENTIRE  AGREEMENT.  This Agreement  constitutes  the entire  agreement
          between the parties  hereto  respecting  the subject matter hereof and
          supersedes  all  prior   agreements,   negotiations,   understandings,
          representations  and statements  respecting the subject matter hereof,
          whether written or oral. No modification, alteration, waiver or change
          in any of the terms of this  Agreement  shall be valid or binding upon
          the parties  hereto  unless  made in writing and duly  executed by the
          Company and the Majority Purchasers.


         IN WITNESS  WHEREOF,  the parties  hereto have executed this  Agreement
under seal as of the day and year first above written.

                                               BIOSPHERE MEDICAL, INC.

                                               By:      /s/John M. Carnuccio
                                                        ------------------------
                                               Name:    John M. Carnuccio
                                               Title:   President and Chief
                                                        Executive Officer


<PAGE> 40




                            PURCHASER SIGNATURE PAGE

         The undersigned  Purchaser hereby executes the Stock Purchase Agreement
with BioSphere  Medical,  Inc. and hereby  authorizes  this signature page to be
attached to a counterpart of such document executed by a duly authorized officer
of BioSphere Medical, Inc.



Number of Shares
to be Purchased:
                -------------                --------------------------
                                             Name of Purchaser - PLEASE
                                             PRINT OR TYPE

U. S. Taxpayer ID No., if any:                [SIGN HERE]:

      -----------------------                By: /S/
                                                 -------------------------------
                                             Title:
                                                    ----------------------------
                                             Address:
                                                     ---------------------------


Please set out below your registration requirements:


Name in which Shares

are to be registered:       -------------------------



Address of registered holder (if different

from above):

                           -------------------------

                           -------------------------

Contact name and telephone
number regarding settlement
and registration:

Name
     -----------------------------------------------

Telephone Number
                ------------------------------------


<PAGE> 41

                                                                       Exhibit A

                      Schedule of Investors - First Closing
<TABLE>
<CAPTION>
                                           Number of Shares   Aggregate Purchase
Name and Address of Purchaser                  Purchased           Price Paid
-------------------------------------     -----------------    -----------------
<S>                                       <C>                  <C>
Pequod Investments, L.P.
450 Park Avenue, 28th Floor
New York, NY 10022 TIN: 13-3746010                49,800              $547,800

Pequod International, LTD
450 Park Avenue, 28th Floor
New York, NY 10022 TIN: 13-3746010                20,100              $221,100

Richter Investment Corp.
450 Park Avenue
New York, NY 10022 TIN: 13-3514730                 5,000               $55,000

Domain Public Equity Partners L.P.
One Palmer Square, Suite 515
Princeton, NJ 08542 TIN: 22-3714573               80,000              $880,000

United Capital Management, Inc.
410 17th Street, # 1705
Denver, CO 80202 TIN: 84-1441847                 181,818            $1,999,998

Rudman Partners, L.P.
540 Madison Avenue
New York, NY 10022 TIN: 13-3367586                90,909              $999,999

Summer Hill Partners L.P.
6800 Cintas Blvd.
Mason, OH 45040 TIN: 31-1196101                   45,455              $500,005

Sepracor Inc.
111 Locke Drive
Marlborough, MA 01752
TIN:  222536587                                  454,545            $4,999,995

Pharma w/Health
c/o Merlin BioMed Group
230 Park Avenue, Suite 928
New York, NY 10169
TIN:  None                                       136,363            $1,499,993

Castle Creek Healthcare Partners LLC
c/o Castle Creek Partners LLC
77 West Wacker Drive, Suite 4040
Chicago, IL 60601
TIN:  52-2137654                                  72,728              $800,008

CCL Fund LLC
c/o Castle Creek Life Science
Partners LLC
77 West Wacker Drive, Suite 4040
Chicago, IL 60601
TIN:  36-4334064                                  18,182              $200,002

                                          -----------------    -----------------
TOTALS:                                        1,154,900           $12,703,900
                                          =================    =================
</TABLE>

<PAGE> 42
                   Schedule of Investors - Additional Closing
<TABLE>
<CAPTION>
                                           Number of Shares   Aggregate Purchase
Name and Address of Purchaser                  Purchased           Price Paid
-------------------------------------     -----------------    -----------------

<S>                                       <C>                  <C>
Teton Partners
c/o Noble Partners, L.P.
101 Federal Street
Boston, MA 02110 TIN: 04-3116395                  50,000              $550,000

Jane Macrae
c/o Roger Amonica
Morgan Stanley Dean Witter
Four Headquarters Plaza
North Tower, 10th Floor
P.O. Box 1903
Morristown, NJ 07962
TIN:  59-6802915                                  10,000              $110,000

                                          -----------------    -----------------
TOTALS:                                           60,000              $660,000
                                          =================    =================
</TABLE>


<PAGE> 43
                                                                         ANNEX A


                             INVESTOR QUESTIONNAIRE

                            FOR INDIVIDUAL INVESTORS

                       (ALL INFORMATION FURNISHED IN THIS

                  QUESTIONNAIRE WILL BE TREATED CONFIDENTIALLY)

         If the  answer to any  question  below is  "none" or "not  applicable",
please so indicate.

1.       PERSONAL

Name ___________________________________________________________________________

Residence Address ______________________________________________________________

Residence Telephone ____________________________________________________________

Date of Birth __________________________________________________________________

Social Security Number _________________________________________________________

Name to Appear on Certificates _________________________________________________

2.       BUSINESS

Occupation _____________________________________________________________________

Present Employer _______________________________________________________________

Position/Title _________________________________________________________________

Number of Years ________________________________________________________________

Business Address _______________________________________________________________

Business Telephone _____________________________________________________________

3.       RESIDENCE INFORMATION

          (a)  Set forth in the space  provided  below the state(s) in which you
               have  maintained your principal  residence  during the past three
               years and the dates during which you resided in each state.

               -----------------------------------------------------------------

               -----------------------------------------------------------------

          (b)  Do you maintain  residence  in any other state?  If yes, in which
               state(s)?

               -----------------------------------------------------------------

               -----------------------------------------------------------------

4.       INCOME

          (a)  Do you reasonably expect your income from all sources during this
               year (ending December 31) to exceed $200,000?

               Yes ___  No ___  If not, please specify amount ________
<PAGE> 44

          (b)  What  percentage of your income as shown above is  anticipated to
               be derived from sources other than salary?

               -----------------------------------------------------------------

          (c)  Was your yearly  income from all sources  during each of the last
               two years, ending December 31, in excess of $200,000?

               Yes ____ No ____  If not, please specify amount :    1999: ______
                                                                    1998: ______

          (d)  Do you reasonably  expect your joint income with your spouse from
               all  sources  during  this year  (ending  December  31) to exceed
               $300,000?

               Yes ___  No ___  If not, please specify amount

          (e)  What  percentage of this income is anticipated to be derived from
               sources other than salary? ________________

          (f)  Was your joint  income with your  spouse from all sources  during
               each of the last two  years,  ending  December  31,  in excess of
               $300,000?

               Yes ___ No ___  If not, please specify amount :      1999: ______
                                                                    1998: ______

5.       NET WORTH

          (a)  Will your net worth as of the date you  purchase  the  securities
               offered,  individually  or  jointly  with  the net  worth of your
               spouse, be in excess of $1,000,000?

               Yes ___ No ___ If not,  please  specify  amount  ________

          (b)  Aggregate dollar amount of your proposed investment.

               $_______________

6.       EDUCATION

Please describe your educational background and degrees obtained, if any.

         --------------------------------------------------------------

         --------------------------------------------------------------

7.       AFFILIATION

If you have any pre-existing  personal or business relationship with the Company
or any of its officers,  directors or controlling  persons,  please describe the
nature and duration of such relationship.

         --------------------------------------------------------------

         --------------------------------------------------------------

         --------------------------------------------------------------

         --------------------------------------------------------------


<PAGE> 45

8.       BUSINESS AND FINANCIAL EXPERIENCE

Please describe the nature and extent of your business, financial and investment
experience  which you believe  gives you the capacity to evaluate the merits and
risks of the proposed investment.

         --------------------------------------------------------------

         --------------------------------------------------------------

         --------------------------------------------------------------

         --------------------------------------------------------------

9.       PRIOR INVESTMENTS

Please  indicate  the  frequency  of your prior  investments  (check one in each
column):

                                        Publicly-Traded         Privately-Placed
                                             Securities             Securities
         Frequently                     _______________            _____________
         Occasionally                   _______________            _____________
         Never                          _______________            _____________

10.      FINANCIAL ADVISORS

In evaluating this investment, will you use the services of any of the following
advisors? (If so, please identify, providing address and telephone number.)

         Accountant:           ______________________________________________

         Attorney:             ______________________________________________

         Other:                ______________________________________________


The  above  information  is true  and  correct  in all  material  respects.  The
undersigned  recognizes that the Company is relying on the truth and accuracy of
such  information so that it may rely on certain  exemptions  from  registration
contained in the Securities Act of 1933, as amended,  and the securities laws of
certain  states.  The undersigned  agrees to notify the Company  promptly of any
changes in the foregoing information which may occur prior to the investment.


                          Print Name:         __________________________________
                          Signature:          /s/_______________________________
                          Dated:              __________________________________

<PAGE> 46
                                                                         ANNEX B

                             INVESTOR QUESTIONNAIRE

                          FOR NON-INDIVIDUAL INVESTORS

                       (ALL INFORMATION FURNISHED IN THIS
                  QUESTIONNAIRE WILL BE TREATED CONFIDENTIALLY)

If the answer to any  question  below is "none" or "not  applicable",  please so
indicate.

1.       IDENTIFICATION

Name ___________________________________________________________________________

Address of Principal Place of Business _________________________________________

Year and Jurisdiction of Formation
              or Incorporation _________________________________________________

Type of Entity
  (corporation, partnership, etc.) _____________________________________________

Was entity formed for the specific purpose of this investment?

                  Yes ____          No ____

If answer is yes, each equity owner (shareholder,  partner,  etc.) of the entity
must complete an Investor Questionnaire for Individual Investors.


2.       PROPOSED INVESTMENT

Please indicate the amount of the entity's  proposed  investment in the Company.
$________


3.       BUSINESS

Please indicate which, if any, of the following accurately describes the entity:


      (a)  [ ] a bank as defined in section 3(a)(2) of the Securities Act of
               1933 (the "Securities  Act") or a savings and loan association or
               other  institution  as  defined  in  section  3(a)(5)(A)  of  the
               Securities  Act,  acting  in either an  individual  or  fiduciary
               capacity;

      (b)  [ ] a broker or  dealer  registered  pursuant  to  section  15 of the
               Securities Exchange Act of 1934;

      (c)  [ ] an  insurance   company  as  defined  in  section  2(13)  of  the
               Securities Act;

      (d)  [ ] an investment company registered under the Investment Company Act
               of 1940 or a business  development  company as defined in section
               2(a)(48) of that Act;

      (e)  [ ] a Small Business  Investment  Company  licensed by the U.S. Small
               Business  Administration under section 301(c) or (d) of the Small
               Business Investment Act of 1958;

      (f)  [ ] a plan  established  and  maintained  by a state,  its  political
               subdivisions,  or an agency or  instrumentality of a state or its
               political subdivisions,  for the benefit of its employees,  which
               plan has total assets in excess of $5,000,000;
<PAGE> 47

      (g)  [ ] an  employee  benefit  plan  within the  meaning of the  Employee
               Retirement  Income  Security Act of 1974,  which satisfies one of
               the following criteria: (i) the investment decision for such plan
               is made by a plan fiduciary,  as defined in section 3(21) of such
               Act, which is either a bank, a savings and loan  association,  an
               insurance company, or a registered  investment adviser; (ii) such
               plan has total assets in excess of $5,000,000; or (iii) such plan
               is a  self-directed  plan and its  investment  decisions are made
               solely by  persons  who are  "accredited  investors"  within  the
               meaning of Rule 501(a) under the Securities Act;

      (h)  [ ] a private  business  development  company  as  defined in section
               202(a)(22) of the Investment Advisers Act of 1940;

      (i)  [ ] an  organization  described in section  501(c)(3) of the Internal
               Revenue Code, a corporation,  a Massachusetts or similar business
               trust,  or a  partnership,  which was not formed for the specific
               purpose of investing  in the Company,  and which has total assets
               in excess of $5,000,000;

      (j)  [ ] a trust with total assets in excess of $5,000,000,  which was not
               formed for the  specific  purpose of investing in the Company and
               whose investment in the Company is directed by a person with such
               knowledge and  experience in financial and business  matters that
               he or she is  capable  of  evaluating  the merits and risks of an
               investment in the Company; and

      (k)  [ ] any  entity in which all of the  equity  owners  are  "accredited
               investors" within the meaning of Rule 501(a) under the Securities
               Act.

If paragraph (k) is checked, each equity owner (shareholder,  partner,  etc.) of
the entity must complete an Investor Questionnaire for Individual Investors.

4.       AFFILIATION

If the entity has any pre-existing  personal or business  relationship  with the
Company  or  any of its  officers,  directors  or  controlling  persons,  please
describe the nature and duration of such relationship.

--------------------------------------------------------------

--------------------------------------------------------------

5.       INVESTMENT EXPERIENCE

Please  provide  information  detailing the business,  financial and  investment
experience  of the entity  and/or the  investment  manager of such entity  which
gives such entity or investment  manager the capacity to evaluate the merits and
risks of the proposed investment.

--------------------------------------------------------------

--------------------------------------------------------------

--------------------------------------------------------------
<PAGE> 48

6.       ORGANIZATIONAL DOCUMENTS

Please  enclose with this  Questionnaire  a copy of the entity's  Certificate of
Incorporation, By-laws, Declaration of Trust or other governing instruments.

     The above  information  is true and correct in all material  respects.  The
undersigned  recognizes that the Company is relying on the truth and accuracy of
such  information so that it may rely on certain  exemptions  from  registration
contained in the Securities Act of 1933, as amended,  and the securities laws of
certain  states.  THE UNDERSIGNED  AGREES TO NOTIFY THE COMPANY  PROMPTLY OF ANY
CHANGES IN THE FOREGOING INFORMATION WHICH MAY OCCUR PRIOR TO THE INVESTMENT.

Date:___________                    __________________________________________
                                    Name of Entity

                                    By:   /s/___________________________________
                                          Signature of Authorized Representative

                                    --------------------------------------------
                                       Printed Name of Authorized Representative

                                    --------------------------------------------
                                      Printed Title of Authorized Representative



<PAGE> 49
                                                                         ANNEX C

                        SELLING STOCKHOLDER QUESTIONNAIRE

     The undersigned hereby furnishes to BioSphere Medical,  Inc.  ("BioSphere")
the following information.

         Full legal name of record holder:             _________________________

         Address of record holder:                     _________________________

                                                       _________________________

         Taxpayer identification number
         of record holder:                             _________________________

         Identity of beneficial owner if
         different than record holder:                 _________________________

         Name of contact person:                       _________________________

         Telephone number of contact person:           _________________________

         Telecopy number of contact person:            _________________________

         Number of shares purchased:                   _________________________

         Are you the beneficial owner of any other
         securities                                    _________________________
         of BioSphere?
         (Indicate Yes or No.)                         If Yes, please describe
                                                       the nature and
                                                       amount of such ownership:
                                                       _________________________

                                                       _________________________

Have you held any position or office, or had any       _________________________
other material relationship within the past three      If Yes, please describe
years with BioSphere?                                  such relationship: ______
(Indicate Yes or No.)                                  _________________________

                                                       _________________________

Have you made or are you aware of any arrangements     _________________________
relating to the distribution of the shares to be       If Yes, please describe
registered?                                            such arrangement: ___
(Indicate Yes or No.)
                                                       _________________________


     The  undersigned  hereby   acknowledges  that  BioSphere  has  advised  the
undersigned  that  during  such  time as the  undersigned  may be  engaged  in a
distribution  of  BioSphere  Common  Stock the  undersigned  will be required to
comply with the rules and regulations of the Securities Exchange Act of 1934, as
amended (the "Exchange  Act"),  and, in connection  therewith,  the  undersigned
agrees not to engage in any stabilization  activity in connection with BioSphere

<PAGE> 50

securities,  to furnish to each broker-dealer  through which shares of BioSphere
Common Stock included in the Registration Statement may be offered copies of the
Prospectus,  and not to bid for or  purchase  any  securities  of  BioSphere  or
attempt to induce any person to  purchase  any  BioSphere  securities  except as
permitted  under  the  Exchange  Act.  The  undersigned  also  agrees  to inform
BioSphere  and  broker-dealers   through  whom  sales  may  be  made  under  the
Registration Statement when the distribution is completed.

     The  undersigned  has also reviewed the answers to the above  questions and
affirms that the same are true,  complete and accurate in every respect,  to the
best of its knowledge. THE UNDERSIGNED AGREES TO NOTIFY BIOSPHERE IMMEDIATELY OF
ANY CHANGES IN THE FOREGOING INFORMATION.



Dated:___________   , 2000                     /S/_______________________
                                               Signature of Record Holder

                                               (Please sign your name in exactly
                                                the same manner as the
                                                certificate(s) for the shares
                                                being registered)