Exhibit 10.31


                           FORM OF PURCHASE AGREEMENT

                                  HEMASURE INC.




                                 March 2, 2000











926907.2


<PAGE>





                                  HEMASURE INC.


                               PURCHASE AGREEMENT


         This Purchase  Agreement (the  "Agreement") is made as of the __ day of
March,  2000 (the "Agreement  Date"),  by and between  HemaSure Inc., a Delaware
corporation  (the  "Company"),  with its  principal  office at 140 Locke  Drive,
Marlborough,  Massachusetts  01752,  and the purchaser whose name and address is
set forth on the signature page hereof (the "Purchaser").

         IN CONSIDERATION  of the mutual covenants  contained in this Agreement,
the Company and the Purchaser agree as follows:

                                    SECTION 1

                       Authorization of Sale of the Shares
                       -----------------------------------

         1.1  Authorization  of Sale of the  Shares.  Subject  to the  terms and
conditions of this  Agreement,  the Company has  authorized the sale of up to an
aggregate of 3,730,000 shares (the "Offered  Shares") of common stock,  $.01 par
value, of the Company (the "Common Stock"),  pursuant to the Offering Memorandum
(as defined below).

                                    SECTION 2

                        Purchase and Sale of Common Stock
                        ---------------------------------

         2.1 Purchase and Sale of Common Stock. The Purchaser agrees to purchase
from the  Company,  and the Company  agrees to issue and sell to the  Purchaser,
upon the terms and  conditions  hereinafter  set  forth,  the  number of Offered
Shares set forth  below (the  "Shares")  at the  purchase  price (the  "Purchase
Price") set forth below:


       Number of Shares to
          be Purchased         Purchase Price Per Share    Purchase Price
       -------------------     ------------------------    --------------
                                       $7.50


         The  Company  proposes  to enter  into  substantially  the same form of
purchase  agreement with certain other  investors (the "Other  Purchasers,"  and
together with the Purchaser,  the "Purchasers") and expects to complete sales of
the Offered  Shares to them. The term  "Placement  Agent" shall refer to Warburg
Dillon Read LLC.



926907.2


<PAGE>



                                    SECTION 3

                             Closing Date; Delivery
                             ----------------------

         3.1 Closing Date. The completion of the purchase and sale of the Shares
(the  "Closing")  will be  held at such  place  and  time as  designated  by the
Company,  and the Purchaser  will receive prior  notification  of the Closing by
facsimile, telex, cable or by other means deemed appropriate by the Company. The
date of the Closing to occur  hereunder (the "Closing  Date") shall not be later
than 5:00 p.m. ET on March __, 2000.

         3.2 Delivery. At the Closing, the Company will deliver to the Purchaser
the certificates  evidencing the Shares purchased by the Purchaser, as described
above.  Such  delivery  shall be against  payment of the Purchase  Price by wire
transfer of  immediately  available  funds from the  Purchaser  to the  Company.
Certificates  representing  the  Shares  purchased  by  the  Purchaser  will  be
registered in the Purchaser's name, or in the name of a nominee if designated by
the Purchaser.

                                    SECTION 4

            Representations, Warranties and Covenants of the Company
            --------------------------------------------------------

         The Company  represents,  warrants and  covenants to the  Purchasers as
follows:

         4.1 Offering  Memorandum.  The Company's private  placement  memorandum
(including  all  attachments  thereto)  dated  February  3, 2000 (the  "Offering
Memorandum")  as amended and/or  supplemented  through the Closing Date does not
contain an untrue  statement of a material fact or omit to state a material fact
required to be stated  therein or necessary to make the  statements  therein not
misleading in light of the  circumstances  under which they were made; there are
no statutes, regulations,  material agreements, contracts, indentures, leases or
other  instruments that are not described in the Offering  Memorandum that would
be  required  to be  described  if the  Offering  Memorandum  were a  prospectus
required  to be  filed  under  the  Securities  Act of  1933,  as  amended  (the
"Securities  Act"); and the Company has not distributed any offering material in
connection  with the  offering  or sale of the Shares  other  than the  Offering
Memorandum.

         4.2 Organization  and Good Standing.  The Company is a corporation duly
organized and validly existing under the laws of the State of Delaware and is in
good standing as a domestic  corporation  under the laws of such state,  and has
the requisite  corporate  power and authority to own its properties and to carry
on its business as now being conducted.

         4.3 Foreign Qualification. The Company is duly qualified to do business
and is in good standing as a foreign  corporation in every jurisdiction in which
its  ownership of property or the conduct of its  business  requires it so to be
qualified,  except  where the  failure to so  qualify  would not have a material
adverse effect on the business,  operations,  prospects,  properties,  condition
(financial  or  otherwise)  or  results  of  operation  of the  Company  and the
Subsidiary  (as  hereinafter  defined)  taken  as a whole (a  "Material  Adverse
Effect").

926907.2
                                        2

<PAGE>



         4.4 No Material  Subsidiaries.  The Company has no  subsidiaries  that,
individually or in the aggregate,  conduct any material  business  activities or
have any material assets or liabilities (whether fixed or contingent).

         4.5 Due  Execution,  Delivery and  Performance of the  Agreements.  The
Company  has all  requisite  corporate  power  and  authority  and has taken all
requisite  corporate  action  to  duly  authorize,   execute  and  deliver  this
Agreement,  to sell and issue the Shares and to carry out and perform all of its
obligations under and contemplated by this Agreement.  The Company's  execution,
delivery and performance of this Agreement,  the issuance and sale of the Shares
and the consummation of the transactions  contemplated hereby (a) have been duly
authorized  under Delaware law by all requisite  corporate action by the Company
and (b) will not (i) conflict  with,  or result in any breach or violation of or
constitute a default under (nor constitute any event which with notice, lapse of
time,  or both  would  result in any breach or  violation  of, or  constitute  a
default under) any provisions of the certificate of  incorporation or by-laws of
the Company or under any provision of any material license,  permit,  indenture,
mortgage,  deed of trust,  bank loan or credit  agreement  or other  evidence of
indebtedness,  or any material lease,  contract or other agreement or instrument
to which the Company is a party or by which it or its properties may be bound or
affected, or under any federal,  state, local or foreign law, regulation or rule
or any decree, judgment or order applicable to the Company or (ii) result in the
imposition of any lien or encumbrance  upon any asset or property of the Company
pursuant to any material indenture, mortgage, deed of trust, bank loan or credit
agreement or other  evidence of  indebtedness,  or any lease,  contract or other
agreement  or  instrument  to which the Company is a party or by which it or its
properties may be bound or affected,  except for any such liens or  encumbrances
as would not, individually or in the aggregate,  have a Material Adverse Effect.
Upon the  execution  and delivery of this  Agreement by the Company and assuming
the valid  execution and delivery  hereof by the Purchaser,  this Agreement will
constitute the valid and binding obligation of the Company  enforceable  against
the Company in accordance  with its terms,  except insofar as enforcement of the
indemnification  or contribution  provisions hereof may be limited by applicable
laws or  principles  of public  policy and subject,  as to  enforcement,  to the
availability  of  equitable  remedies  and  limitations  imposed by  bankruptcy,
insolvency,  reorganization  and other similar laws and related court  decisions
relating to creditors' rights generally.

         4.6 Issuance and Delivery.  When issued and paid for in accordance with
the terms hereof, the Shares will be validly issued and outstanding,  fully paid
and  non-assessable,  will have been issued in  compliance  with all federal and
state securities laws (assuming the accuracy of each Purchaser's representations
and warranties in Section 5 of their respective  Agreements and of the Placement
Agent set forth in the Placement Agency Agreement by and between the Company and
the  Placement  Agent)  and  will not  have  been  issued  in  violation  of any
preemptive right,  anti-dilution  right, resale right, right of first refusal or
similar right. Except as disclosed in the Offering Memorandum, no stockholder of
the Company  has any right  (other than any such right as has been waived or has
expired  by  reason of lapse of time  following  notification  of the  Company's
intent to file the Registration  Statement (as hereinafter  defined)) to require
the Company to register  the sale of any  securities  owned by such holder under
the Securities Act, pursuant to the Registration  Statement. No further approval
or authority of the  stockholders  or the Board of Directors of the Company will
be required for the issuance and sale of the Shares at and as of the Closing.

926907.2
                                        3

<PAGE>



         4.7 Use of  Proceeds.  The Company  currently  intends to apply the net
proceeds from the sale of the Shares substantially in the manner set forth under
the caption "Use of Proceeds" in the Offering Memorandum.

         4.8  Sales of the  Company's  Securities.  Except as  provided  in this
Agreement,  the  Company  will not  sell,  offer to  sell,  contract  to sell or
otherwise transfer or dispose of any Common Stock or any securities  convertible
into or exercisable or  exchangeable  for Common Stock,  or grant any options or
warrants to purchase  Common Stock,  for a period  commencing on the date of the
Offering  Memorandum  and  ending  after the  expiration  of 180 days  after the
Closing  Date,  without the prior written  consent of the Placement  Agent other
than (i)  shares of Common  Stock  issuable  upon the  exercise  of  options  or
warrants outstanding on the date hereof and described in the Offering Memorandum
and (ii) grants of options  under the  Company's  existing  stock option  plans,
which options shall not be  exercisable  for at least 180 days after the Closing
Date  (except  pursuant  to  change  in  control  provisions  contained  in  the
applicable  plan)  unless  the  holder of such  option  shall  have  executed  a
"lock-up" letter in the form contemplated by Section 4.9 below.

         4.9 "Lock-up" Letters. The Company has furnished to the Placement Agent
"lock-up"  letters,  in form and substance  satisfactory to the Placement Agent,
signed by each of its current directors and executive officers.

         4.10  Market  Activities.  Except as stated  in this  Agreement  or the
Offering  Memorandum,  the Company has not taken, nor will it take,  directly or
indirectly, any action designed to or that might reasonably be expected to cause
or result in  stabilization  or manipulation of the price of the Common Stock of
the Company to facilitate the sale or resale of the Shares.

         4.11  Integration.  The Company  agrees not to sell,  offer for sale or
solicit  offers to buy or  otherwise  negotiate  in respect of any  security (as
defined in the  Securities  Act) that would be  integrated  with the sale of the
Shares in a manner that would require the registration  under the Securities Act
of the sale to the Purchasers of the Shares.

         4.12   Governmental   Consents.   Except  as  stated  in  the  Offering
Memorandum,  no consent,  approval,  order or authorization of, or registration,
qualification,  designation,  declaration or filing with, any federal, state, or
local  governmental  authority  on  the  part  of the  Company  is  required  in
connection   with  the  execution  and  delivery  of  this   Agreement  and  the
consummation of the transactions  contemplated by this Agreement (except such as
may be required  under state  securities or blue sky laws  governing the sale of
the Shares,  the filing of a Form D with  respect to the  issuance of the Shares
with the Securities and Exchange  Commission (the  "Commission"),  which will be
filed in a timely  manner,  and such as may be required in  connection  with the
Company's compliance with its obligations under Section 8 hereof).

         4.13  Regulatory  Consents.  The  Company  has all  necessary  material
licenses,  permits,  authorizations,  consents  and  approvals  and has made all
necessary  material filings required under any federal,  state, local or foreign
law, regulation or rule, and has obtained all necessary material authorizations,
consents and approvals  from other  persons,  in order to conduct its respective
businesses  as currently  conducted;  the Company is not in violation  of, or in
default under, any such license, permit,  authorization,  consent or approval or
any  federal,  state,  local or foreign law,  regulation  or rule or any decree,
order or  judgment  applicable  to the  Company,  the  effect  of  which  could,
individually or in the aggregate, have a Material Adverse Effect.

926907.2
                                        4

<PAGE>



         4.14 SEC  Documents.  The  Company  has  filed in a timely  manner  all
documents  that the  Company  was  required  to file with the  Commission  under
Sections 13, 14(a) and 15(d) of the Securities  Exchange Act of 1934, as amended
(the "Exchange Act"),  since January 1, 1999 (the "SEC Documents").  As of their
respective  filing  dates,  all SEC  Documents  filed  by the  Company  with the
Commission  complied  in all  material  respects  with the  requirements  of the
Exchange Act. None of the SEC Documents, as of their respective dates, contained
any untrue  statement  of  material  fact or  omitted  to state a material  fact
required to be stated therein or necessary to make the statements  made therein,
in light of the  circumstances  under which they were made, not misleading.  The
financial  statements  included  in the SEC  Documents  have  been  prepared  in
accordance with generally accepted accounting  principles  consistently  applied
and  fairly  present,  in all  material  respects,  the  consolidated  financial
position,  the consolidated results of operations and consolidated cash flows of
the  Company  for the  periods  then ended  (subject,  in the case of  unaudited
statements, to normal adjustments).

         4.15 Independent Auditors.  PricewaterhouseCoopers  LLP are independent
public accountants as required by the Securities Act.

         4.16   Financial   Statements.   There  are  no  financial   statements
(historical  or pro forma) that would be required to be included in the Offering
Memorandum  if the Offering  Memorandum  were a prospectus  required to be filed
under the Securities  Act, as of the date of the Offering  Memorandum,  that are
not so included.  All  financial  statements  so included  have been prepared in
accordance  with  United  States  generally   accepted   accounting   principles
consistently  applied and fairly present the consolidated  financial position of
the Company at the dates thereof and the  consolidated  results of the Company's
operations and consolidated  cash flows for the periods then ended (subject,  in
the case of unaudited statements, to normal adjustments).

         4.17 Exempt  Transactions.  Subject to the accuracy of each Purchaser's
representations  and warranties in Section 5 of their respective  Agreements and
of the  Placement  Agent  set forth in the  Placement  Agency  Agreement  by and
between the Company and the Placement Agent, the offer, sale and issuance of the
Shares  in  conformity   with  the  terms  of  the  Agreements  do  not  require
registration   under  Section  5  of  the  Securities  Act  or  registration  or
qualification   under  the  laws  of  any  applicable  state  or  United  States
jurisdiction, except as stated in the Offering Memorandum.

         4.18 No Material Adverse Change.  Except as otherwise  disclosed in the
Offering  Memorandum,  since September 30, 1999 there has not been any change in
the assets,  liabilities,  financial  condition,  business or  operations of the
Company  except for changes in the  ordinary  course of business  which have not
been, either individually or in the aggregate, materially adverse.

         4.19  Intellectual  Property.  Except  as  otherwise  disclosed  in the
Offering Memorandum,  the Company owns or possesses sufficient rights to use all
patents,  patent  rights,  inventions,   trademarks,  trade  names,  copyrights,
licenses,  trade secrets,  know-how,  proprietary  rights and processes that are
necessary  for the conduct and proposed  conduct of its business as described in
the Offering Memorandum (the "Proprietary  Rights") without any conflict with or
infringement  of  the  rights  of  others  that  might,  individually  or in the
aggregate, result in a Material Adverse Effect. Except as otherwise disclosed in
the Offering  Memorandum,  the Company  believes that there are no third parties
that have or will be able to establish  rights to any of the Proprietary  Rights
that might result in a Material Adverse Effect. Except as otherwise disclosed in
the  Offering  Memorandum,  to  the  knowledge  of  the  Company,  there  is  no
infringement by any third parties of the Proprietary Rights. Except as otherwise
disclosed in the Offering

926907.2
                                        5

<PAGE>



Memorandum,  the Company has not  received any notice of, or has no knowledge of
any basis for, any  infringement  of or conflict with asserted  rights of others
with respect to any patent,  patent  right,  invention,  trademark,  trade name,
copyright, license, trade secret, know-how or other proprietary right or process
that,  individually  or in the  aggregate,  if  the  subject  of an  unfavorable
decision, ruling or finding, could have a Material Adverse Effect.

         4.20  Authorized  Capital Stock.  The  authorized  capital stock of the
Company  conforms in all material  respects to the statements  relating  thereto
contained  in the  Offering  Memorandum.  The issued and  outstanding  shares of
capital stock of the Company have been duly  authorized,  validly issued and are
fully paid and nonassessable.  No warrants, options or other rights to purchase,
agreements  or other  obligations  to issue,  or  agreements  or other rights to
convert any  obligation  into,  any shares of capital  stock of the Company have
been granted or entered into by the Company,  other than those  described in the
Offering  Memorandum.  All of the above securities of the Company were issued in
material  compliance with all applicable  federal and state  securities laws and
were not issued in  violation  of any  preemptive  right,  anti-dilution  right,
resale right, right of first refusal or similar right.

         4.21 Litigation.  Except as disclosed in the Offering Memorandum, there
are no actions, suits,  proceedings or investigations pending or, to the best of
the Company's  knowledge,  threatened against the Company, the Subsidiary or any
of their  respective  properties  before  or by any court or  arbitrator  or any
governmental  body,  agency or official which, if adversely  decided,  would (a)
have a  Material  Adverse  Effect or (b) impair  the  ability of the  Company to
perform in any material  respect its obligations  under this Agreement.  Neither
the Company nor the Subsidiary is in default with respect to any judgment, order
or  decree  of any  court  or  governmental  agency  or  instrumentality  which,
individually or in the aggregate, would have a Material Adverse Effect.

         4.22  Compliance.  The business and operations of the Company have been
and are being  conducted  in  accordance  with all  applicable  laws,  rules and
regulations  of all  governmental  authorities,  except for such  violations  of
applicable laws, rules and regulations  which would not,  individually or in the
aggregate,  have a Material  Adverse Effect.  The Company is not in violation of
its charter or by-laws nor is it in violation of, or in default under, any lien,
indenture,  mortgage, lease, agreement,  instrument,  commitment or arrangement,
except for such defaults which would not, individually or in the aggregate, have
a Material  Adverse Effect,  or subject to any restriction  which would prohibit
the  Company  from  entering  into  or  performing  its  obligations  under  the
Agreement.

         4.23 Brokers or Finders. To the knowledge of the Company and except for
claims of the Placement  Agent in connection  with their agency services in this
transaction, no person, firm or corporation has or will have, as a result of any
act or omission of the Company,  any right,  interest or valid claim against the
Purchasers for any commission,  fee or other compensation  ("Fees") as a finder,
broker,  or consultant in connection with the transactions  contemplated by this
Agreement.  The Fees payable to the Placement Agent shall be paid by the Company
on the Closing Date.

         4.24 Contracts.  The contracts described in the Offering Memorandum are
in full force and effect on the date hereof,  and the Company is not in material
breach of or default under any of such contracts.

         4.25 Investment Company. The Company is not, and upon completion of the
transactions  contemplated  hereby  will not be, an  "investment  company" or an
"affiliated person" of or "promoter" or

926907.2
                                        6

<PAGE>



"principal  underwriter"  for an "investment  company" within the meaning of the
Investment Company Act of 1940, as amended.

         4.26  Insurance.  The Company  maintains  and will continue to maintain
from time to time  insurance  of the types and in the  amounts  that the Company
reasonably  believes is adequate for its business,  all of which insurance is in
full force and effect.

                                    SECTION 5

           Representations, Warranties and Covenants of the Purchaser
           ----------------------------------------------------------

         5.1      The  Purchaser  represents,  warrants  and  covenants  to, the
                  Company that:

                  (a) the  Purchaser,  taking  into  account the  personnel  and
         resources  it  can  bring  to  bear  on  the  purchase  of  the  Shares
         contemplated hereby, is knowledgeable, sophisticated and experienced in
         making, and is qualified to make, decisions with respect to investments
         in shares  presenting an investment  decision like that involved in the
         purchase of the Shares,  including  investments in securities issued by
         companies  comparable  to the  Company,  and has  requested,  received,
         reviewed and considered all  information it deems relevant in making an
         informed decision to purchase the Shares;

                  (b) the  Purchaser is acquiring the number of Shares set forth
         in Section 2 above in the  ordinary  course of its  business and solely
         for its own account for investment  only and with no present  intention
         of distributing  any of such Shares or any arrangement or understanding
         with any other persons regarding the distribution of such Shares;

                  (c) the Purchaser  will not,  directly or  indirectly,  offer,
         sell,  pledge,  transfer or otherwise dispose of (or solicit any offers
         to buy,  purchase or otherwise  acquire or take a pledge of) any of the
         Shares except in compliance  with (i) the  Securities Act and the rules
         and regulations promulgated  thereunder,  and (ii) any applicable state
         securities laws;

                  (d) the  Purchaser has completed or caused to be completed the
         Registration   Statement   Questionnaire   and  the  Stock  Certificate
         Questionnaire,   both  attached  hereto  as  Appendix  I,  for  use  in
         preparation of the Registration Statement,  and the answers thereto are
         true and  correct as of the date hereof and will be true and correct as
         of the effective date of the Registration Statement;

                  (e) the  Purchaser  has, in  connection  with its  decision to
         purchase  the  number of Shares  set forth in  Section 2 above,  relied
         solely  upon  the  Offering  Memorandum  and  the  representations  and
         warranties of the Company contained herein; and

                  (f) the Purchaser  qualifies as an  institutional  "accredited
         investor"  within the  meaning of Rule  501(a)(1),  (2),  (3) or (7) of
         Regulation D promulgated under the Securities Act.

         5.2 The  Purchaser  hereby  covenants  with the Company not to make any
sale  of  the  Shares  without   effectively  causing  the  prospectus  delivery
requirements  under  the  Securities  Act to be  satisfied,  and  the  Purchaser
acknowledges  and agrees that such Shares are not  transferable  on the books of
the  Company  unless (a) such Shares are sold (i)  pursuant to the  Registration
Statement, (ii) pursuant to Rule

926907.2
                                        7

<PAGE>



144 under the  Securities  Act ("Rule 144"),  or (iii)  pursuant to an exemption
from  registration,  other than Rule 144, and (b) a certificate  is submitted to
the transfer agent evidencing the Shares is accompanied by a separate  officer's
certificate:  (i) in the form of Appendix II hereto; (ii) executed by an officer
of, or other authorized  person  designated by, the Purchaser;  and (iii) to the
effect  that  the  Shares  have  been  sold  pursuant  to (A)  the  Registration
Statement,  in which  case the  Purchaser  certifies  that  the  requirement  of
delivering a current  prospectus has been complied with or will be complied with
in connection with the sale, (B) Rule 144, in which case the Purchaser certifies
that it has complied with or will comply with the  requirements  of Rule 144, or
(C) pursuant to an exemption  from  registration,  other than Rule 144, in which
case the  Purchaser  must  provide  the  Company  with an  opinion  (in form and
substance  reasonably  satisfactory to the Company) of its counsel (who shall be
reasonably satisfactory to the Company) to the effect that the transaction is so
exempt. The Purchaser acknowledges that there may occasionally be times when the
Company must suspend the use of the Prospectus in accordance with Section 8.1(g)
hereof.

         5.3      The  Purchaser   further   represents  and  warrants  to,  and
                  covenants with, the Company that:

                  (a) the  Purchaser  is a  ________,  duly  organized,  validly
         existing and in good standing under the laws of ________. The Purchaser
         has full right, requisite [corporate][partnership] power, authority and
         capacity  to enter into this  Agreement,  to carry out its  obligations
         hereunder and to consummate the  transactions  contemplated  hereby and
         has  taken  all  requisite   [corporate][partnership]  action  to  duly
         authorize,  execute and deliver this  agreement  and perform all of its
         obligations under and contemplated by this Agreement;

                  (b) upon the  execution and delivery of this  Agreement,  this
         Agreement  shall  constitute  a valid  and  binding  obligation  of the
         Purchaser  enforceable  against the  Purchaser in  accordance  with its
         terms  except  insofar  as  enforcement  of  the   indemnification   or
         contribution  provisions  hereof may be limited by  applicable  laws or
         principles  of public  policy and subject,  as to  enforcement,  to the
         availability  of  equitable   remedies  and   limitations   imposed  by
         bankruptcy,  insolvency,  reorganization  and  other  similar  laws and
         related court decisions relating to creditors' rights generally;

                  (c) the  Purchaser's  execution,  delivery and  performance of
         this Agreement and the  consummation of the  transactions  contemplated
         hereby    (a)    have    been     authorized     by    all    requisite
         [corporate][partnership]  action  by the  Purchaser,  and (b)  will not
         conflict  with, or result in any breach or violation of or constitute a
         default  under (nor  constitute  any event which with notice,  lapse of
         time, or both would result in any breach or violation of, or constitute
         a default under) any provisions of the organizational  documents of the
         Purchaser  or under any  provision  of any  material  license,  permit,
         indenture,  mortgage,  deed of trust,  bank loan or credit agreement or
         other  evidence of  indebtedness,  or any material  lease,  contract or
         other  agreement or  instrument to which the Purchaser is a party or by
         which  it or its  properties  may be bound or  affected,  or under  any
         federal, state, local or foreign law, regulation or rule or any decree,
         judgment or order applicable to the Purchaser; and

                  (d) no consent, approval, order or other authorization, action
         by,  filing  with,  or  notification  to any  federal,  state  or local
         governmental  authority  on the part of the  Purchaser  is  required in
         connection  with its execution  and delivery of this  Agreement and its
         consummation of the transactions contemplated by this Agreement, except
         for such consents,  approvals,  orders or  authorizations  as have been
         obtained.

926907.2
                                        8

<PAGE>



         5.4 The  Purchaser  understands  that nothing in this  Agreement or any
other  materials  presented to the Purchaser in connection  with the purchase of
the Shares  constitutes  legal,  tax or  investment  advice.  The  Purchaser has
consulted such legal, tax and investment advisors as it, in its sole discretion,
has deemed  necessary  or  appropriate  in  connection  with its purchase of the
Shares.

         5.5 The Purchaser  acknowledges and agrees that any information or data
it has acquired from the Company,  not otherwise  properly in the public domain,
was received in confidence. The Purchaser agrees not to divulge,  communicate or
disclose,  except as may be required by law after obtaining written consent from
the Company (which consent shall not be  unreasonably  withheld),  or use to the
detriment of the Company or for the benefit of any other  person or persons,  or
misuse  in any  way,  any  confidential  information  of the  Company;  provided
however,  that the Purchaser may furnish the Offering Materials in confidence to
its  officers,  directors,  employees  or  advisors to the extent  necessary  to
evaluate the offering of the Offered Shares.

                                    SECTION 6

                     Conditions to Closing of the Purchaser
                     --------------------------------------

         The  obligation  of the Purchaser to purchase the Shares at the Closing
is  subject  to  the  fulfillment  as of  the  Closing  Date  of  the  following
conditions:

         6.1 Representations and Warranties.  The representations and warranties
made by the Company in Section 4 hereof shall be true and correct when made, and
shall be true and correct on the Closing  Date with the same force and effect as
if they had been made on and as of said date.

         6.2 Covenants.  All covenants,  agreements and conditions  contained in
this  Agreement to be performed by the Company on or prior to the Closing  shall
have been performed or complied with in all material respects.

         6.3 Compliance Certificate. The President or Chief Financial Officer of
the Company shall have delivered to the Purchaser a certificate, dated as of the
Closing Date,  certifying that the conditions  specified in Sections 6.1 and 6.2
have been fulfilled.

         6.4 Legal Opinion of Company Counsel. Battle Fowler LLP, counsel to the
Company,  shall have delivered a legal opinion, dated the Closing Date addressed
to the Purchaser, substantially in the form as set forth in Annex A hereto.

         6.5  Legal  Opinion  of  Patent  Counsel.  Heslin &  Rothenberg,  P.C.,
intellectual  property  counsel to the  Company,  shall have  delivered  a legal
opinion dated the Closing Date and addressed to the Purchaser,  substantially in
the form as set forth in Annex A hereto.

         6.6  Legal Opinions of Patent Litigation Counsel

                  (a) Pennie & Edmonds  LLP,  intellectual  property  litigation
         counsel to the Company,  shall have delivered a legal opinion dated the
         Closing Date and addressed to the Purchaser,  substantially in the form
         as set forth in Annex A hereto.

926907.2
                                        9

<PAGE>



                  (b) Vinson & Elkins L.L.P.,  intellectual  property litigation
         counsel to the Company,  shall have delivered a legal opinion dated the
         Closing Date and addressed to the Purchaser,  substantially in the form
         as set forth in Annex A hereto.

         6.7 Legal Opinion of Regulatory Counsel.  Hale and Dorr LLP, regulatory
counsel to the Company,  shall have  delivered a legal opinion dated the Closing
Date and addressed to the Purchaser,  substantially  in the form as set forth in
Annex A hereto.

                                    SECTION 7

                      Conditions to Closing of the Company
                      ------------------------------------

         The Company's obligation to sell and issue the Shares at the Closing to
a Purchaser is subject to the fulfillment or waiver of the following conditions:

         7.1 Representations and Warranties.  The representations and warranties
made by such  Purchaser in Section 5 hereof shall be true and correct when made,
and shall be true and correct on the  Closing  with the same force and effect as
if they had been made on and as of such date.

         7.2 Covenants.  All covenants,  agreements and conditions  contained in
this  Agreement  to be  performed  by such  Purchaser on or prior to the Closing
shall have been performed or complied with in all material respects.

         7.3  Compliance  Certificate.   An  authorized  representative  of  the
Purchaser  shall have  delivered to the Company a  certificate,  dated as of the
Closing Date,  certifying that the conditions  specified in Sections 7.1 and 7.2
have been fulfilled.

                                    SECTION 8

                               Registration Rights
                               -------------------

         8.1      Registration Requirements.

                  (a) The Company  shall,  within 30 days following the Closing,
         prepare and file a registration  statement on the applicable  form with
         the  Commission  under the Securities Act to register the resale of the
         Offered Shares  purchased by the Purchasers,  and the Company shall use
         its best  efforts  to secure  the  effectiveness  of such  registration
         statement  within 90 days  following  the Closing  Date.  For  purposes
         hereof,  the  term   "Registration   Statement"  shall  refer  to  such
         Registration  Statement,  including any  prospectus(es)  constituting a
         part thereof and together with any amendments and supplements thereto.

                  (b) The  Company  shall  pay  all  Registration  Expenses  (as
         defined below) in connection with any  registration,  qualification  or
         compliance hereunder, and the Purchasers shall pay all Selling Expenses
         (as  defined  below)  and  other  expenses  that  are not  Registration
         Expenses  relating  to the  Offered  Shares  resold by the  Purchasers.
         "Registration  Expenses"  shall mean all  expenses,  except for Selling
         Expenses,  incurred by the Company in complying  with the  registration
         provisions  herein  described,   including,   without  limitation,  all
         registration, qualification and filing

926907.2
                                       10

<PAGE>



         fees, printing expenses, escrow fees, fees and disbursements of counsel
         for the  Company,  reasonable  fees and  disbursements  (not to  exceed
         $15,000) of one counsel for the Purchasers  (selected by the Purchasers
         owning  a  majority  of the  Offered  Shares  to be  registered  in the
         Registration  Statement),  reasonable  blue sky fees and expenses,  the
         expense of any special audits of the Company incident to or required by
         any such  registration  and any fees and  expenses,  other than Selling
         Expenses  incurred  in  connection  with  any  underwritten   offering.
         "Selling  Expenses"  shall mean all selling  commissions,  underwriting
         fees and stock transfer taxes applicable to the Offered Shares.

                  (c) In the case of the  registration  effected  by the Company
         pursuant to these  registration  provisions,  the Company  will use its
         best efforts to: (i) keep the  Registration  Statement  effective until
         the  earlier of (A) such date as all of the  Offered  Shares  have been
         resold  pursuant  to the  Registration  Statement,  or (B) such time as
         Offered Shares held by the  Purchasers  can be sold without  compliance
         with the  registration  requirements  of the Securities Act pursuant to
         Rule 144(k)  thereunder (or any successor  rule thereto);  (ii) prepare
         and  file  with  the  Commission  such  amendments  and  post-effective
         amendments  to the  Registration  Statement as may be necessary to keep
         the  Registration   Statement   effective  for  the  applicable  period
         specified in this Section 8.1(c); (iii) cause the related prospectus to
         be  supplemented  by  any  required  prospectus  supplement,  and as so
         supplemented  to  be  filed  pursuant  to  Rule  424  (or  any  similar
         provisions  then in force) under the  Securities  Act; (iv) comply with
         the provisions of the Securities Act with respect to the disposition of
         all  securities  covered  by  the  Registration  Statement  during  the
         applicable   period  in  accordance   with  the  intended   methods  of
         disposition  by the  sellers  thereof  set  forth  in the  Registration
         Statement  as so amended or such  prospectus  as so  supplemented;  (v)
         furnish  such  number  of  prospectuses  and other  documents  incident
         thereto, including any amendment of or supplement to the prospectus, as
         the  Purchaser  from time to time may  reasonably  request  in order to
         facilitate  the  disposition  of  Shares  covered  by the  Registration
         Statement,  and  the  Company  hereby  consents  to  the  use  of  such
         prospectus  or each  amendment  and  supplement  thereto by each of the
         Purchasers  selling  Offered  Shares and the  underwriters,  if any, in
         connection  with the  offering  and sale of the Shares  covered by such
         prospectus  or any  amendment  or  supplement  thereto;  (vi) cause the
         Shares  covered  by the  Registration  Statement  to be  listed on each
         securities  exchange  and  quoted on each  quotation  service  on which
         similar  securities issued by the Company are then listed or quoted and
         maintain  the  listing  of  the  Shares  covered  by  the  Registration
         Statement;  (vii) provide a transfer agent and registrar for all Shares
         registered  pursuant to the  Registration  Statement and a CUSIP number
         for all such Shares;  (viii)  otherwise  use its best efforts to comply
         with all  applicable  rules  and  regulations  of the  Commission  with
         respect to maintaining the effectiveness of the Registration Statement;
         and (ix) use its best  efforts to  register  or  otherwise  qualify the
         Shares for resale in states  requested by the Purchaser;  provided that
         the Company may do so without incurring unreasonable effort or expense;
         provided,  further, that the Company shall not be obligated to (x) file
         any  general  consent to service of  process,  (y) qualify as a foreign
         corporation in any  jurisdiction in which it is not so qualified or (z)
         take any action  that would  subject it to income  taxation in any such
         jurisdiction.

                  In  the  event  that  any  Offered  Shares   included  in  the
         Registration  Statement  subject  to, or required  by,  this  Agreement
         remain  unsold at the end of the  period  during  which the  Company is
         obligated to use its best efforts to maintain the  effectiveness of the
         Registration Statement, the

926907.2
                                       11

<PAGE>



         Company  may  file  a  post-effective  amendment  to  the  Registration
         Statement  for  the  purpose  of  removing  such  Offered  Shares  from
         registered status.

                  (d) It shall be a condition  precedent to the  obligations  of
         the  Company  to take any  action  pursuant  to this  Section  8.1 with
         respect to the  Offered  Shares of any  Purchaser  that such  Purchaser
         shall furnish to the Company such information regarding such Purchaser,
         the number of the Offered  Shares owned by it, and the intended  method
         of disposition  of such Offered Shares as shall be reasonably  required
         to effect the  registration  of such Offered  Shares,  and to cooperate
         with the Company to the extent  reasonably  required in preparing  such
         registration.

                  (e)  With a view to  making  available  to the  Purchaser  the
         benefits of Rule 144 and any other rule or regulation of the Commission
         that may at any time permit the  Purchaser to sell Shares to the public
         without registration or pursuant to a registration on Form S-3 (if then
         available),  the  Company  covenants  and  agrees to: (i) make and keep
         public information available, as those terms are understood and defined
         in Rule 144,  until the  earlier of (A) such date as all of the Offered
         Shares shall have been resold pursuant to the Registration Statement or
         (B) such time as all of the Offered  Shares held by  Purchasers  can be
         sold  without  compliance  with the  registration  requirements  of the
         Securities  Act pursuant to Rule 144(k)  thereunder  (or any  successor
         rule  thereto);  (ii) file with the  Commission  in a timely manner all
         reports  and  other  documents   required  of  the  Company  under  the
         Securities  Act and Exchange  Act; and (iii)  furnish to the  Purchaser
         upon request,  as long as the Purchaser owns any Shares,  (A) a written
         statement  by the  Company  that it has  complied  with  the  reporting
         requirements  of the Securities Act and the Exchange Act, (B) a copy of
         any annual,  quarterly or current  report of the Company,  and (C) such
         other information as may be reasonably  requested in order to avail the
         Purchaser of any rule or regulation of the Commission  that permits the
         selling of any such  Shares  without  registration  or pursuant to such
         Form S-3.

                  (f) The Company shall notify the  Purchaser,  if the Purchaser
         has registered Shares in a Registration  Statement which remain unsold,
         (i) when a prospectus or any  prospectus  supplement or  post-effective
         amendment  has  been  filed,  and,  with  respect  to the  Registration
         Statement or any post-effective  amendment,  when the same are declared
         effective,  (ii) of any request by the  Commission or any other federal
         or state  governmental  authority during the period of effectiveness of
         the  Registration  Statement  for  amendments  or  supplements  to  the
         Registration   Statement  or  related   prospectus  or  for  additional
         information  relating  to  the  Registration  Statement,  (iii)  of the
         issuance  by  the   Commission  of  any  stop  order   suspending   the
         effectiveness  of the  Registration  Statement or the initiation of any
         proceedings for that purpose, (iv) of the receipt by the Company of any
         notification  with respect to the  suspension of the  qualification  or
         exemption  from  qualification  of any of the  Shares  for  sale in any
         jurisdiction  or the  initiation or  threatening  of any proceeding for
         such  purpose,  (v) of the  happening  of any  event  which  makes  any
         statement  made in the  Registration  Statement  or related  prospectus
         untrue in any  material  respect  or which  requires  the making of any
         changes in the  Registration  Statement or  prospectus  so that, in the
         case of the  Registration  Statement,  it will not  contain  any untrue
         statement  of a  material  fact or  omit to  state  any  material  fact
         required  to be stated  therein  or  necessary  to make the  statements
         therein not misleading, and that in the case of the prospectus, it will
         not contain any untrue  statement  of a material  fact or omit to state
         any material  fact  required to be stated  therein or necessary to make
         the statements  therein,  in the light of the circumstances under which
         they were made, not

926907.2
                                       12

<PAGE>



         misleading,  and (vi) of the Company's reasonable  determination that a
         post-effective   amendment  to  the  Registration  Statement  would  be
         appropriate.

                  (g) The Company may,  upon written  notice to the Purchaser of
         (i) the  happening  of any  event  of the  kind  described  in  Section
         8.1(f)(ii), 8.1(f)(iii),  8.1(f)(iv), 8.1(f)(v) or 8.1(f)(vi) hereof or
         (ii) that, in the judgement of the Company's Board of Directors,  it is
         advisable  to suspend use of the  prospectus  for a discrete  period of
         time due to pending corporate developments, public filings with the SEC
         or similar events, require the Purchaser,  and the Purchaser agrees, to
         discontinue disposition of Shares covered by the Registration Statement
         or prospectus  until copies of the  supplemented or amended  prospectus
         contemplated   by  Section   8.1(i)  hereof  are   distributed  to  the
         Purchasers,  or until the  Purchasers  are  advised  in  writing by the
         Company that the use of the  applicable  prospectus  may be resumed and
         the Purchasers  have received  copies of any additional or supplemental
         filings that are  incorporated  or deemed  incorporated by reference in
         such  prospectus.  The Company shall not suspend use of a prospectus or
         Registration  Statement under this Section 8.1(g) for more than 30 days
         at a time and more than once in any  12-month  period.  Any  period for
         which use of a prospectus or Registration  Statement is suspended under
         this Section 8.1(g) shall be added to the time for which the Company is
         required to maintain the effectiveness of such Registration  Statement,
         including the  prospectus  constituting  a part thereof,  under Section
         8.1(c) hereof. Any period for which use of a prospectus or Registration
         Statement is suspended in accordance  with this Section 8.1(g) shall be
         referred to herein as a "Suspension Period").

                  (h) The  Company  shall use  reasonable  efforts to obtain the
         withdrawal  of  any  order   suspending   the   effectiveness   of  the
         Registration  Statement,  or  the  lifting  of  any  suspension  of the
         qualification  (or exemption from  qualification)  of any of the Shares
         for sale in any jurisdiction,  at the earliest possible moment, subject
         to Section 8.1(c)(ix) hereof.

                  (i) The  Company  shall,  upon  the  occurrence  of any  event
         contemplated  by  Section  8.1(f)(v)  or  8.1(f)(vi)  above,  prepare a
         supplement or post-effective amendment to the Registration Statement or
         a supplement  to the related  prospectus  or any document  incorporated
         therein by reference or file any other  required  document so that,  as
         thereafter  delivered  to the  purchasers  of  the  Shares  being  sold
         thereunder,  such prospectus will not contain an untrue  statement of a
         material  fact or omit to state a material  fact  required to be stated
         therein or necessary to make the  statements  therein,  in light of the
         circumstances under which they were made, not misleading.

                  (j)  If  the  Registration   Statement  (i)  is  not  declared
         effective  by the  Commission  on or before  ninety  (90) days from the
         Closing Date or (ii) ceases to be effective  (without  being  succeeded
         immediately by an additional  registration statement filed and declared
         effective) or usable for the offer and sale of Shares at any time prior
         to the  earlier of (A) such date as all of the Shares  have been resold
         pursuant to the  Registration  Statement or (B) such time as all of the
         Shares  held by  Purchasers  can be sold  without  compliance  with the
         registration requirements of the Securities Act pursuant to Rule 144(k)
         (other than  during a  Suspension  Period in  accordance  with  Section
         8.1(g)  hereof)  (each such event  referred  to in clauses  (i) through
         (ii), a "Registration  Default") the Company shall pay the Purchaser an
         amount equal to 2% of the purchase  price paid by the Purchaser for the
         Shares  of the  Purchaser  registered  or to be  registered  under  the
         Securities  Act  pursuant to this  Agreement  and not  previously  sold
         pursuant  to the  Registration  Statement  for every  thirty day period
         during which one or more Registration Defaults exist (and pro rated for

926907.2
                                       13

<PAGE>



         each lesser portion  thereof);  provided,  however,  that the aggregate
         amount of damages the Purchaser is entitled to under this provision for
         any  and  all  Registration  Defaults  shall  be  limited  to 5% of the
         purchase price paid by the Purchaser for such Shares.  Amounts  payable
         pursuant to this Section  8.1(j) shall be paid to the Purchaser  within
         20  business  days  after  expiration  of each 30 day  period or lesser
         portion  thereof  during  which  a  Registration  Default  exists.  Any
         obligation of the Company to pay any amounts under this Section  8.1(j)
         shall survive until such  obligation is paid in full. The obligation of
         the Company to pay amounts under this Section  8.1(j) is intended to be
         in addition to, and not exclusive of, any other remedy that a Purchaser
         may have  (whether  considered  in  equity or at law) in the event of a
         Registration Default.

         8.2  Agreements  of  Purchaser.  In  connection  with any  registration
pursuant to Section 8.1 hereof, the Purchaser agrees, as applicable:

                  (a) that it will not offer or sell its  Offered  Shares  under
         the  Registration  Statement  until  it  has  received  copies  of  the
         supplemented or amended  prospectus  contemplated by Section 8.1(c)(ii)
         hereof  and  receives  notice  that any  post-effective  amendment  (if
         required) has become effective; and

                  (b) that upon  receipt of any notice  from the  Company of the
         happening of any  transaction or event of the kind described in Section
         8.1(g) hereof, such Purchaser will forthwith discontinue disposition of
         the Offered Shares  pursuant to the  Registration  Statement  until the
         Purchaser  receives copies of the  supplemented  or amended  prospectus
         contemplated by Section  8.1(c)(ii) hereof and receives notice that any
         post-effective amendment (if required) has become effective, and, if so
         directed by the Company,  the Purchaser will deliver to the Company (at
         the expense of the  Company) all copies in its  possession,  other than
         permanent  file  copies  then in such  Purchaser's  possession,  of the
         prospectus covering such Offered Shares current  immediately  preceding
         the time of receipt of such notice.

         8.3      Indemnification and Contribution.

                  (a) The Company  agrees to  indemnify  and hold  harmless  the
         Purchaser  and any  officer,  director,  trustee or  affiliate  of such
         Purchaser from and against any losses,  claims,  damages or liabilities
         (or  actions  or  proceedings  in  respect  thereof)  incurred  by such
         indemnified  person pursuant to any actual or threatened  (which threat
         shall  have  been  made  in  writing)  action,   suit,   proceeding  or
         investigation,  or to which any of the  foregoing  persons  may  become
         subject under the Securities  Act, the Exchange Act or other federal or
         state laws, insofar as such losses,  claims, damages or liabilities (i)
         arise out of, or are based upon any untrue  statement or alleged untrue
         statement of any material fact contained in the Registration  Statement
         or any prospectus  (preliminary or final), as amended on the applicable
         date  thereof,  (ii)  arise out of or are based  upon the  omission  or
         alleged omission to state therein a material fact required to be stated
         therein or necessary to make the statements therein not misleading,  or
         (iii)  arise  out  of  any  failure  by  the  Company  to  fulfill  any
         undertaking  included in the  Registration  Statement or any prospectus
         (preliminary  or final),  as amended on the  applicable  date  thereof,
         which,  in the case of this clause  (iii),  results in a  violation  or
         alleged violation of the federal  securities laws, any applicable state
         securities  law  or  any  rule  or  regulation  promulgated  under  the
         Securities  Act, the Exchange Act or any  applicable  state  securities
         laws,  and the  Company  will,  as  incurred  within 30 days of written
         notice thereof to the indemnifying  person (regardless of whether it is
         ultimately determined that

926907.2
                                       14

<PAGE>



         an indemnified  person is not entitled to  indemnification  hereunder),
         reimburse  such  indemnified  person  for any  legal or other  expenses
         reasonably incurred in investigating,  defending or preparing to defend
         any such action, suit, proceeding or investigation;  provided, however,
         that the  indemnification  required by this Section 8.3 shall not apply
         to  amounts  paid  in  settlement  of any  such  loss,  claim,  damage,
         liability or expense if such settlement is effected without the consent
         of the Company,  which consent shall not be unreasonably  withheld, nor
         shall the  Company be liable in any such case to the  extent  that such
         loss, claim, damage or liability arises out of, or is based upon (x) an
         untrue statement or an omission made in such Registration  Statement in
         reliance upon and in conformity with written  information  furnished to
         the Company by or on behalf of the indemnified person  specifically for
         use in preparation  of the  Registration  Statement,  or (y) any untrue
         statement or the omission of a material fact in any prospectus  that is
         corrected  in any  subsequent  prospectus  that  was  delivered  to the
         indemnified  person  prior  to  the  pertinent  sale  or  sales  by the
         indemnified person.

                  (b) The  Purchaser  agrees to indemnify  and hold harmless the
         Company and each officer, director, trustee or affiliate of the Company
         from and against any losses, claims, damages or liabilities (or actions
         or proceedings in respect  thereof),  any other  Purchaser  selling its
         Offered Shares in the Registration Statement, any controlling person of
         any such other Purchaser (within the meaning of the Securities Act) and
         each officer,  director,  partner, and employee of such other Purchaser
         and  such  controlling  person,  incurred  by such  indemnified  person
         pursuant to any actual or threatened (which threat shall have been made
         in writing) action, suit, proceeding or investigation,  or to which any
         of the foregoing  persons may become subject under the Securities  Act,
         the Exchange Act or other federal or state laws insofar as such losses,
         claims,  damages  or  liabilities  arise out of,  or are based  upon an
         untrue  statement or an alleged untrue  statement of material fact made
         in such Registration Statement or prospectus (preliminary or final), as
         amended on the  applicable  date  thereof,  or the  omission or alleged
         omission to state therein a material fact required to be stated therein
         or necessary to make the statements therein not misleading, in reliance
         upon  and in  conformity  with  written  information  furnished  to the
         Company  by or on  behalf  of the  Purchaser  specifically  for  use in
         preparation of the Registration Statement,  provided, however, that the
         indemnification required by this Section 8.3 shall not apply to amounts
         paid in  settlement  of any such  loss,  claim,  damage,  liability  or
         expense if such  settlement  is  effected  without  the  consent of the
         Purchaser,  which consent shall not be unreasonably withheld, nor shall
         the  Purchaser  be liable in any such case for any untrue  statement or
         alleged untrue  statement or the omission or alleged  omission that has
         been corrected, in writing, by the Purchaser,  delivered to the Company
         before the sale from which such loss occurred,  and the Purchaser will,
         as  incurred   within  30  days  of  written   notice  thereof  to  the
         indemnifying person (regardless of whether it is ultimately  determined
         that  an   indemnified   party  is  not  entitled  to   indemnification
         hereunder),  reimburse such  indemnified  person for any legal or other
         expenses reasonably  incurred in investigating,  defending or preparing
         to defend any such action, suit, proceeding or investigation; provided,
         however,  that  the  Purchaser's  indemnification  obligation  shall be
         limited to the net proceeds received from its sale of the Shares.

                  (c)  Promptly  after  receipt by any  indemnified  person of a
         notice of a claim or the  beginning  of any  action in respect of which
         indemnity is to be sought against an  indemnifying  person  pursuant to
         this Section 8.3, such indemnified person shall notify the indemnifying
         person in writing of such claim or of the  commencement of such action,
         and, subject to the provisions

926907.2
                                       15

<PAGE>



         hereinafter stated, in case any such action shall be brought against an
         indemnified person and the indemnifying person shall have been notified
         thereof,  the  indemnifying  person  shall be entitled  to  participate
         therein,  and, to the extent that it shall wish,  to assume the defense
         thereof,  with  counsel  reasonably  satisfactory  to the  indemnifying
         person and indemnified  persons.  The failure to deliver written notice
         to the  indemnifying  person  within a reasonable  time  following  the
         commencement  of  any  such  action,  if  not  otherwise  known  by the
         indemnifying person and materially  prejudices or results in forfeiture
         of  substantial  rights or defenses  shall  relieve  such  indemnifying
         person of any liability to the indemnified party under this Section 8.3
         but shall not relieve the indemnifying  person of any liability that it
         may have to any  indemnified  party  otherwise  than  pursuant  to this
         Section  8.3.  After  notice  from  the  indemnifying  person  to  such
         indemnified person of the indemnifying  person's election to assume the
         defense thereof,  the  indemnifying  person shall not be liable to such
         indemnified person for any legal expenses subsequently incurred by such
         indemnified  person in connection with the defense  thereof;  provided,
         however,  that if there  exists or shall  exist a conflict  of interest
         such  that  counsel  employed  by  the  indemnifying  party  could  not
         faithfully  represent both the indemnified person and such indemnifying
         person or any affiliate or associate thereof,  the indemnified  person,
         after notifying the  indemnifying  person in writing of its election to
         employ separate counsel, shall be entitled to retain its own counsel at
         the expense of such indemnifying person, it being understood,  however,
         that the indemnifying person shall not, in connection with any one such
         action,  claim or proceeding or separate but  substantially  similar or
         related actions, claims or proceedings in the same jurisdiction arising
         out of the same general allegations or circumstances, be liable for the
         reasonable  fees  and  expenses  of more  than one  additional  firm of
         attorneys (together with appropriate local counsel) at any time for all
         such  indemnified  persons,  unless in the reasonable  judgment of such
         indemnified  person a  conflict  of  interest  may exist  between  such
         indemnified  person  and any  other of such  indemnified  persons  with
         respect  to such  action,  claim  or  proceeding,  in which  event  the
         indemnifying  person shall be obligated to pay the fees and expenses of
         such additional  counsel or counsels.  No indemnifying  person shall be
         liable to an  indemnified  person  for any  settlement  of any  action,
         proceeding  or claim  without the written  consent of the  indemnifying
         person, which consent shall not be unreasonably withheld.

                  (d) If the indemnification provided for in this Section 8.3 is
         unavailable to or  insufficient  to hold harmless an indemnified  party
         under  subsection  (a) or (b) above in respect of any  losses,  claims,
         damages or liabilities  (or actions or proceedings in respect  thereof)
         referred to therein,  then each indemnifying  party shall contribute to
         the amount paid or payable by such  indemnified  party as the result of
         such  losses,  claims,  damages or  liabilities  (or actions in respect
         thereof) in such  proportion as is  appropriate to reflect the relative
         fault and benefits of the indemnifying  person and indemnified  persons
         in connection  with the statements or omissions  which resulted in such
         losses, claims, damages or liabilities (or actions in respect thereof),
         as well as any other relevant  equitable  considerations.  The relative
         fault of such  indemnifying  person and  indemnified  persons  shall be
         determined by reference  to, among other things,  whether the untrue or
         alleged untrue  statement of a material fact or the omission or alleged
         omission to state a material  fact relates to  information  supplied by
         such  indemnifying  person  or  indemnified  persons  and the  parties'
         relative  intent,  knowledge,  access to information and opportunity to
         correct or prevent such statement or omission.  The relative benefit to
         the  Purchaser  shall be  determined  by  reference to the net proceeds
         received by it in  connection  with the  offering to which such losses,
         claims,  damages or  liabilities  relate.  The relative  benefit to the
         Company shall be deemed to equal the net

926907.2
                                       16

<PAGE>



         proceeds  to the  Company  from the sale of the  Offered  Shares to the
         Purchasers  pursuant to the  Offering  Memorandum.  The Company and the
         Purchaser agree that it would not be just and equitable if contribution
         pursuant to this  subsection (d) were determined by pro rata allocation
         or by any other method of allocation which does not take account of the
         equitable  considerations referred to above in this subsection (d). The
         amount  paid or  payable  by an  indemnified  party as a result  of the
         losses, claims, damages, or liabilities (or actions in respect thereof)
         referred  to above in this  subsection  (d) shall be deemed to include,
         subject to the limitations set forth in Sections 8.3(a) and (b) hereof,
         any legal or other  expenses  reasonably  incurred by such  indemnified
         party in connection with  investigating or defending any such action or
         claim.  Notwithstanding  the  provisions  of  this  subsection  (d),  a
         Purchaser  shall not be required to contribute  any amount in excess of
         the amount by which the gross amount  received by such  Purchaser  from
         the sale of the Shares to which such loss relates exceeds the amount of
         any damages which such  Purchaser has otherwise been required to pay by
         reason of such  untrue or  alleged  untrue  statement  or  omission  or
         alleged  omission.  No person  guilty of  fraudulent  misrepresentation
         (within the meaning of Section  11(f) of the  Securities  Act) shall be
         entitled  to  contribution  from any  person who was not guilty of such
         fraudulent misrepresentation.

                  (e) The  obligations  of the Company and the  Purchaser  under
         this  Section  8.3  shall be in  addition  to any  liability  which the
         Company and the Purchaser may otherwise have and shall extend, upon the
         same terms and conditions, to directors, officers, employees and agents
         of the  Company  and the  Purchaser  and to each  person,  if any,  who
         controls the Company or any Purchaser  within the meaning of Section 15
         of the Securities Act and Section 20 of the Exchange Act.

                  (f) If the  indemnification  is  available  under this Section
         8.3, the indemnifying  parties shall indemnify each indemnified  person
         to the full extent  provided in this Section 8.3 without  regard to the
         relative fault of such indemnifying person or indemnified person or any
         other equitable consideration referred to in Section 8.3(d) hereof.

                  (g) The  obligations  of the Company and the  Purchaser  under
         this Section 8.3 shall  survive the  completion  of any offering of the
         Offered  Shares  pursuant  to the  Registration  Statement  under  this
         agreement, and otherwise.

         8.4      Underwritten Offerings.

                  (a) If holders  owning a  majority  of the  Offered  Shares so
         request,  an offering of Offered  Shares  pursuant to the  Registration
         Statement may be effected as an underwritten  offering.  In such event,
         the managing  underwriter for such an offering shall be selected by the
         holders of a majority of the Offered  Shares to be sold pursuant to the
         underwritten  offering;  provided,  however,  that each  underwriter or
         underwriters shall be reasonably satisfactory to the Company.

                  (b) In the  event  of an  underwritten  offering  pursuant  to
         Section  8.3(a),  (i) the Company shall (A) enter into an  underwriting
         agreement,  in usual and customary form, with the managing  underwriter
         and  take  all  such  other  actions  in  connection  therewith  as may
         reasonably  be  required  in  order  to  facilitate  such  underwritten
         offering, (B) make such customary representations and warranties to the
         underwriters as the underwriters may reasonably request, (C) enter into
         such customary  indemnification  arrangements  with the underwriters as
         the underwriters

926907.2
                                       17

<PAGE>



         may reasonably request,  and (D) make arrangements for the underwriters
         to conduct  customary  due  diligence  to the  extent the  underwriters
         reasonably  request,  (ii) each of the holders of Offered  Shares to be
         included in such underwritten offering shall enter into an underwriting
         agreement,  in usual and customary form, with the managing  underwriter
         and  take  all  such  other  actions  in  connection  therewith  as may
         reasonably  be  required  in  order  to  facilitate  such  underwritten
         offering,  and  (iii)  each of the  holders  of  Offered  Shares  to be
         included in such  underwritten  offering  and  executive  officers  and
         directors of the Company shall enter into such lock-up  agreements with
         the underwriters as is customary for similar offerings;  provided, that
         such lock-up  agreements  shall not cover a period in excess of 90 days
         from the date of the underwritten offering,  unless otherwise agreed to
         by the party from whom such lock-up agreement is sought.

                                    SECTION 9

                   Restrictions on Transferability of Shares:
                   ------------------------------------------
                         Compliance with Securities Act
                         ------------------------------


         9.1   Restrictions  on   Transferability.   The  Shares  shall  not  be
transferable  in the absence of a  registration  under the  Securities Act or an
exemption  therefrom  or in the  absence  of  compliance  with  any term of this
Agreement.

         9.2 Restrictive Legend. Each certificate  representing the Shares shall
bear  substantially  the  following  legends (in  addition to any other  legends
required under applicable law):

                  THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT
                  OF 1933, AS AMENDED (THE "SECURITIES  ACT") OR UNDER ANY STATE
                  SECURITIES  LAWS.  THE  HOLDER  HEREOF,   BY  PURCHASING  THIS
                  SECURITY,  AGREES  FOR  THE  BENEFIT  OF  HEMASURE  INC.  (THE
                  "COMPANY")  THAT  THIS  SECURITY  MAY BE  RESOLD,  PLEDGED  OR
                  OTHERWISE TRANSFERRED ONLY (1) TO THE COMPANY, (2) PURSUANT TO
                  AN EXEMPTION FROM REGISTRATION IN ACCORDANCE WITH RULE 144 (IF
                  AVAILABLE)  UNDER  THE  SECURITIES  ACT,  ESTABLISHED  TO  THE
                  COMPANY'S  SATISFACTION,  OR  OTHER  EXEMPTION  WHICH,  IN THE
                  OPINION OF COUNSEL FOR THE HOLDER,  WHICH  COUNSEL AND OPINION
                  ARE REASONABLY  SATISFACTORY TO THE COMPANY, IS AVAILABLE,  OR
                  (3)  PURSUANT TO AN  EFFECTIVE  REGISTRATION  STATEMENT  UNDER
                  SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH THE APPLICABLE
                  SECURITIES LAWS OF ANY STATE OF THE UNITED STATES.

         9.3  Transfer  of Shares  after  Registration.  Each  Purchaser  hereby
covenants  with the Company not to make any sale of the Shares except either (i)
in accordance  with the  Registration  Statement,  in which case such  Purchaser
covenants to comply with the  requirement  of  delivering a current  prospectus,
(ii) in accordance  with Rule 144, in which case  Purchaser  covenants to comply
with  Rule  144,  or  (iii)  in  accordance  with  another  exemption  from  the
registration requirements of the Securities Act. The legend

926907.2
                                       18

<PAGE>



set forth in Section 9.2 will be removed  from a  certificate  representing  the
Shares  following  and in  connection  with any sale of the Shares  pursuant  to
subsection  (i) or (ii) hereof,  but not in  connection  with any sale of Shares
pursuant to subsection (iii) hereof,  and also will be removed at such time that
the  Shares  may be sold under  Rule 144  without  restriction  as to volume and
manner of sale at such time as the resale of the Shares is registered  under the
Securities  Act.  If the above  legend is  removed  from any of the  Shares  and
thereafter the effectiveness of a registration statement covering such Shares is
suspended or the Company  determines  that a supplement or amendment  thereto is
required by applicable  securities laws, then upon reasonable  advance notice to
Purchaser  the Company may require  that the above  legend be placed on any such
Shares that cannot then be sold pursuant to an effective  registration statement
or under Rule 144 and  Purchaser  shall  cooperate  in the  replacement  of such
legend.  Such legend shall  thereafter  be removed when such Shares may again be
sold pursuant to and effective registration statement or under Rule 144.

         9.4  Purchaser  Information.  Each  Purchaser  covenants  that  it will
promptly  notify the Company of any changes in the  information set forth in the
Registration  Statement  regarding such  Purchaser,  under the heading  "Selling
Security Holders" or elsewhere, or such Purchaser's "Plan of Distribution."

                                   SECTION 10

                                  Miscellaneous
                                  -------------

         10.1 Waivers and Amendments.  Neither this Agreement nor any provisions
hereof shall be waived, modified,  changed or discharged or terminated except by
an instrument in writing signed by the Company and the Purchaser.

         10.2 Placement Agent's Fee. The Purchaser acknowledges that the Company
intends to pay a fee to the Placement Agent on the Closing Date of in connection
with the  offer  and  sale of the  Shares.  Each of the  parties  hereto  hereby
represents  that, on the basis of any actions and agreements by it, there are no
brokers or finders or other  consultants  entitled to compensation in connection
with the sale of the Shares to the Purchaser, except as aforesaid.

         10.3 Governing Law. This Agreement shall be governed in all respects by
and construed in  accordance  with the laws of the State of New York without any
regard to conflicts of laws principles.

         10.4  Survival.   The   representations,   warranties,   covenants  and
agreements  made in this Agreement shall survive any  investigation  made by the
Company or the Purchasers and the Closing.

         10.5 Successors and Assigns.  The provisions  hereof shall inure to the
benefit of, and be binding upon, the successors,  assigns,  heirs, executors and
administrators  of the parties to this  Agreement;  provided,  however,  neither
party hereto shall assign or delegate any of the rights or  obligations  created
under this Agreement  without the prior written  consent of the other party.  If
any  successor,  assignee or transferee of the Purchaser  shall acquire  Shares,
such  successor,  assignee or transferee  may succeed to the rights set forth in
Section 8 hereof,  provided such  successor,  assignee or  transferee  agrees in
writing to be bound by the provisions  thereof but in no event shall be entitled
to receive any other rights, interests in or benefits of this Agreement. Nothing
expressed or referred to in this  Agreement will be construed to give any person
other than  parties to this  Agreement  and such other  parties  referred  to in
Section 8

926907.2
                                       19

<PAGE>



hereof any legal or  equitable  right,  remedy or claim under or with respect to
this Agreement or any provision of this Agreement.

         10.6  Entire  Agreement.   This  Agreement,   including  all  exhibits,
schedules and appendices  hereto  constitutes the full and entire  understanding
and  agreement  between the parties with regard to the  subjects  hereof and the
transactions  contemplated  hereby and supersede all prior agreements written or
oral, if there be any, with respect thereto.

         10.7  Notices,  etc. All notices and other  communications  required or
permitted  under this  Agreement  shall be in writing  and may be  delivered  in
person,  by telecopy,  overnight  delivery  service or  registered  or certified
United States mail,  addressed to the Company or the Purchaser,  as the case may
be, at their  respective  addresses set forth at the beginning of this Agreement
or on the  signature  page to this  Agreement,  or at such other  address as the
Company or the Purchaser shall have furnished to the other party in writing. All
notices and other  communications  shall be effective upon the earlier of actual
receipt  thereof by the person to whom  notice is directed or (i) in the case of
notices and communications  sent by personal delivery or telecopy,  one business
day after such notice or communication  arrives at the applicable address or was
successfully sent to the applicable telecopy number, (ii) in the case of notices
and communications  sent by overnight delivery service,  at noon (local time) on
the second business day following the day such notice or communication was sent,
and (iii) in the case of notices and communications  sent by United States mail,
seven days after such notice or  communication  shall have been deposited in the
United States mail.

         10.8 Severability of this Agreement. If any provision of this Agreement
shall be judicially  determined  to be invalid,  illegal or  unenforceable,  the
validity,  legality and enforceability of the remaining  provisions shall not in
any way be affected or impaired thereby.

         10.9  Counterparts.  This  Agreement  may be  executed in any number of
counterparts,  each of which shall be deemed an original, but all of which taken
together shall constitute one and the same instrument.

         10.10 Headings.  The headings of the various sections of this Agreement
have been inserted for convenience of reference only and shall not affect in any
way the meaning or interpretation of this Agreement.

         10.11 Expenses.  Except as otherwise specifically provided herein, each
party shall bear its own expenses in connection with this Agreement.

         10.12  Publicity.  The Purchaser  shall not issue any press releases or
otherwise  make any  public  statement  with  respect to this  Agreement  or the
transactions contemplated by this Agreement without the prior written consent of
the Company.

926907.2
                                       20

<PAGE>



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

                                HEMASURE INC.


                                By:  -------------------------------------------
                                     John F. McGuire, III
                                     President and Chief Executive Officer


Print or Type:
                                Name of Purchaser (Individual or Institution):


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

                                Name of Individual representing Purchaser (if
                                an Institution):


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

                                Name of Individual representing Purchaser (if
                                an Institution):


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



Signature by:                   Individual Purchaser or Individual representing
                                Purchaser:

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

                                Address:________________________________________

                                Telephone:______________________________________

                                Telecopier:_____________________________________

926907.2
                                       21

<PAGE>



                                                                   APPENDIX I(a)


                                  HEMASURE INC.

                      REGISTRATION STATEMENT QUESTIONNAIRE



         In  connection  with the  preparation  of the  Registration  Statement,
please provide us with the following information regarding the Purchaser.

         1. Please state your organization's name exactly as it should appear in
the Registration Statement:



         2. Have you or your organization had any position, office or other
material relationship within the past three years with the Company or its
affiliates other than as disclosed in the prospectus included in the
Registration Statement?

         ______________  Yes                 ____________ No

         If yes, please indicate the nature of any such relationship below:



________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________







926907.2


<PAGE>






                                                                   APPENDIX I(b)

                                  HEMASURE INC.

                         STOCK CERTIFICATE QUESTIONNAIRE



Pursuant to Section 5.1 of the Agreement, please provide us with the following
information:


1.    The exact name that the Shares are to be  registered  in (this is the name
      that will appear on the stock certificate(s)).  You may use a nominee name
      if appropriate:
                          ------------------------------------------------------

2.    The relationship between the Purchaser of
      the Shares and the Registered Holder listed
      in response to item 1 above:
                          ------------------------------------------------------

3.    The mailing address of the Registered
      Holder listed in response to item 1 above:


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

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

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

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

4.    The Tax Identification Number of the
      Registered Holder listed in response to
      item 1 above:
                          ------------------------------------------------------



<PAGE>





                                                                     APPENDIX II


                         STOCK CERTIFICATE QUESTIONNAIRE


    To:  American Stock Transfer & Trust Company
         40 Wall Street
         New York, New York 10005

         Attention:

         The undersigned,  the Purchaser or an officer thereof,  or other person
duly authorized by the Purchaser,  hereby certifies that _________________ (fill
in name of Purchaser) institution was the Purchaser of the shares (the "Shares")
of common stock,  par value $.01 per share,  of HemaSure Inc.,  evidenced by the
attached certificate,  and as such, proposes to transfer such Shares on or about
________________ (date) either

         |_|    pursuant  to  a  registration   statement,  in  which  case  the
                Purchaser  certifies  that the  requirement  of a  delivering  a
                current  prospectus  has been  complied with or will be complied
                with in connection with such sale, or

         |_|    pursuant  to Rule 144 under the  Securities  Act of 1933  ("Rule
                144"),  in  which  case  the  Purchaser  certifies  that  it has
                complied with or will comply with the  requirements of Rule 144,
                or

         |_|    pursuant to an exemption from registration, other than Rule 144,
                in which case the  Purchaser is herewith  providing  the Company
                with an opinion of counsel to the effect that the transaction is
                so exempt.


Print or Type:

Name of Purchaser:
                        --------------------------------------------------------

Name of Individual
representing Purchaser
(if an Institution):
                        --------------------------------------------------------

Title of Individual
representing Purchaser
(if an Institution):
                         -------------------------------------------------------

Signature by:

Purchaser or Individual
representing Purchaser:
                          ------------------------------------------------------

                          ANNEX A TO PURCHASE AGREEMENT


                   Form of Legal Opinion of Battle Fowler LLP(1)

1.   The Company is a corporation validly existing and in good standing under
     the laws of the State of Delaware and has all requisite corporate power and
     authority to conduct its business as presently conducted; and the Company
     is duly qualified to conduct its business as a foreign corporation in
     Massachusetts.

2.   The authorized capital stock of the Company consists of (a) 35,000,000
     shares of common stock, $.01 par value per share, and (b) 1,000,000 shares
     of undesignated preferred stock, $.01 par value per share.

3.   When issued and paid for in accordance with the Agreements, the Shares will
     be validly issued, fully paid and non-assessable and will not have been
     issued in violation of any preemptive rights contained in the Company's
     Certificate of Incorporation or under the Delaware General Corporation Law.

4.   The Company has the requisite corporate power and authority (A) to enter
     into this Agreement and (B) to issue, sell and deliver the Shares to be
     sold by it to the Purchasers as provided in the Purchase Agreements; and
     the Purchase Agreements have been duly authorized, executed and delivered
     by the Company.

5.   The Purchase Agreements constitute the valid and binding obligation of the
     Company, enforceable against the Company in accordance with their terms.

6.   Neither the offer, sale or delivery of the Shares, the execution, delivery
     or performance by the Company of the Purchase Agreements, nor the
     consummation by the Company of the transactions contemplated thereby
     constitutes or will constitute a breach or violation of, or a default
     under, the Certificate of Incorporation or Bylaws of the Company or any
     agreement, indenture, lease or other instrument to which the Company is a
     party or by which its properties or assets is subject and, in each case,
     which is identified as an exhibit to the Company's Annual Report on Form
     10-K for the Year Ended December 31, 1998 (the "1998 10-K") or to any
     Quarterly Report on Form 10-Q or Current Report on Form 8-K filed with the
     Commission subsequent to the 1998 10-K (each such agreement, indenture,
     lease or other contract or instrument herein, a "Material Agreement"), or
     will result in the creation or imposition of any material lien, charge or
     encumbrance upon any property or assets of the Company pursuant to the
     terms of any Material Agreement, nor will any such action result in any
     material

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

(1) Subject to customary assumptions, qualifications and limitations.

914864.2

<PAGE>

     violation of any existing law, or any regulation, ruling judgment,
     injunction, order or decree known to us to be applicable to the Company and
     to transactions of the nature contemplated by the Offering.

7.   No consent, approval, authorization or other order of, or registration or
     filing with, any court, regulatory body, administrative agency or other
     governmental body, agency or official is required on the part of the
     Company (except such as may be required under state securities or Blue Sky
     laws governing the sale of the Shares, the filing of a Form D with respect
     to the issuance of the Shares with the Commission, or such as may be
     required in connection with the performance by the Company of its
     obligations under Section 8 of the Purchase Agreements, as to which we
     express no opinion) for the issuance and sale of the Shares to the
     Purchasers as contemplated by the Purchase Agreements.

8.   To our knowledge, there are no legal or governmental proceedings pending or
     threatened against the Company, or to which the Company or any of its
     properties are subject, which are not disclosed or identified in the
     Offering Memorandum and which, if adversely decided, would likely cause a
     Material Adverse Effect or materially and adversely affect the issuance of
     the Shares or the consummation of the transactions contemplated by the
     Purchase Agreements.

9.   The offer and sale of the Shares in the manner contemplated by the Offering
     Memorandum, the Placement Agency Agreement and the Purchase Agreements do
     not require registration under Section 5 of the Act.

10.  The Company is not, and upon consummation of the sale of the Shares will
     not be, an "investment company" or a person "controlled" by an "investment
     company" within the meaning of the Investment Company Act of 1940, as
     amended.

     In addition, we have participated in conferences with officers and other
representatives of the Company, representatives of the independent public
accountants of the Company, the Placement Agent and representatives of the
Placement Agent at which the contents of the Offering Memorandum were discussed
and, although we are not passing upon and do not assume responsibility for the
accuracy, completeness or fairness of the statements contained in the Offering
Memorandum, on the basis of the foregoing, nothing has come to the attention of
such counsel that causes them to believe that the Offering Memorandum as of its
date and as of the date hereof contained or contains an untrue statement of a
material fact or omitted or omits to state a material fact required to be stated
therein or necessary to make the statements therein not misleading (it being
understood that we express no opinion with respect to the financial statements
and schedules and other financial, accounting and statistical data included in
or excluded from the Offering Memorandum).

                                       -2-


914864.2

<PAGE>

     In rendering their opinion as aforesaid, counsel may rely upon an opinion
or opinions of other counsel retained by it or the Company as to laws of any
jurisdiction other than the United States, the State of New York or the General
Corporation Law of the State of Delaware; provided that (i) each such local
counsel is reasonably acceptable to the Placement Agent, (ii) such reliance is
expressly authorized by each opinion so relied upon and a copy of each such
opinion is delivered to the Placement Agent and is in form and substance
satisfactory to them and their counsel and (iii) counsel shall state in its
opinion that it believes that it and the Placement Agent are justified in
relying thereon.



                                       -3-


914864.2

<PAGE>



               Form of Legal Opinion of Heslin & Rothenberg, P.C.

To such counsel's knowledge, the statements in the Offering Memorandum under the
captions "Risk Factors - We May Be Unable to Adequately Protect Our Proprietary
Rights," "Risk Factors - We May Be Sued by Third Parties for Infringement of
Their Proprietary Rights, in the first and second paragraphs under the captions
"Risk Factors - We May Not Prevail in Pending or Potential Lawsuits," "Business
- Licenses, Patents and Proprietary Information" and in the first through fifth
paragraphs under the caption "Business - Legal Proceedings" insofar as such
statements constitute summaries of intellectual property matters with respect to
the Company and the Subsidiary, are in all material respects accurate and
complete statements or summaries of the matters therein set forth.


                                       -4-


914864.2

<PAGE>



                  Form of Legal Opinion of Pennie & Edmonds LLP

To such counsel's knowledge, the statements in the Offering Memorandum in the
first and second paragraphs under the caption "Risk Factors - We May Not Prevail
in Pending or Potential Lawsuits" and in the first through fifth paragraphs
under the caption "Business - Legal Proceedings," as of the date of the Offering
Memorandum and as of the date of such opinion, are in all material respects
accurate and complete statements or summaries of the matters therein set forth.


                                       -5-


914864.2

<PAGE>


                 Form of Legal Opinion of Vinson & Elkins L.L.P.

To such counsel's knowledge, the statements in the Offering Memorandum in the
first and second paragraphs of the section captioned "Risk Factors - We May Not
Prevail in Pending or Potential Lawsuits" and in the third and fourth paragraphs
of the section captioned "Business - Legal Proceedings," as of the date of the
Offering Memorandum and as of the date of such opinion, are in all material
respects accurate and complete statements or summaries of the matters therein
set forth.




                                       -6-
914864.2

<PAGE>

                   Form of Legal Opinion of Hale and Dorr LLP

To such counsel's knowledge, the statements in the Offering Memorandum under the
captions "Risk Factors - We May Not Be Able to Timely Obtain Regulatory
Approvals, If at All" and "Business - Government Regulation," insofar as such
statements constitute summaries of law under the Federal Food, Drug and Cosmetic
Act applicable to the Company's business and products as set forth in the
Offering Memorandum, as of the date of the Offering Memorandum and as of the
date of such opinion, are in all material respects accurate summaries.



                                       -7-

914864.2