EXHIBIT 10.29

                          SUPPLY AND ASSEMBLY AGREEMENT

         WITNESSETH, THIS SUPPLY AGREEMENT (the "Agreement") entered into and
effective as of the 31st day of January, 2000 ("Effective Date"), by and between
COMMAND MEDICAL PRODUCTS INC., a Florida corporation with an office and
principal place of business at 15 Signal Avenue, Ormond Beach, FL 32174
("Command"); and HEMASURE INC., a Delaware corporation with an office and
principal place of business at 140 Locke Drive, Marlborough, MA 01752
("HemaSure"). Command and HemaSure may be referred to hereinafter individually
as a "party" or collectively as the "parties."

         WHEREAS, Command desires to manufacture and supply to HemaSure and
HemaSure desires to purchase from Command dry bag set Products, as defined
herein, on a non-exclusive basis pursuant to and in compliance with all of the
terms and conditions set forth herein; and

         WHEREAS, Command desires to assemble HemaSure's r\LS System Filters, as
described herein, and HemaSure desires to retain Command for the assembly of
r\LS System Filters, on a non-exclusive basis pursuant to and in compliance with
all of the terms and conditions set forth herein.

         NOW THEREFORE, in consideration of these premises, the promises and the
mutual agreements herein, and for other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the parties agree as
follows:

                                    ARTICLE I
                                   DEFINITIONS

         In addition to words and expressions defined elsewhere in this
Agreement, for purposes of this Agreement, the following words and expressions
shall have the meanings hereby assigned to them. For the purpose of the
definitions contained in this Article and defined elsewhere in this Agreement,
the singular shall include the plural and vice-versa.

1.       "Agreement Year" shall mean the period commencing on the Effective Date
         and ending on December 31, 2000, and following such period, it shall
         mean the applicable period of time during the term of this Agreement
         and any extension or renewal thereof beginning on January 1 of that
         respective Agreement Year and ending on December 31 of that respective
         Agreement Year.

2.       "Actual Annual Purchases" for any respective Agreement Year shall
         mean, as applicable, the amount of each Product actually purchased by
         HemaSure from Command as determined by release orders for the Products
         issued by HemaSure and accepted by

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         Command during that Agreement Year and/or the actual number of r/LS
         System Filters assembled by Command and delivered to HemaSure during
         that Agreement Year.

3.       "American Red Cross" shall mean the American National Red Cross, a
         not-for-profit corporation chartered by an act of Congress, and its
         parents, subsidiaries, affiliates, permitted assignees, or successors
         in interest.

4.       "Assembly Pricing" shall mean the price per assembled r/LS System
         Filter as set forth on Attachment A attached hereto and hereby
         incorporated by reference, as amended in a writing signed by both
         parties from time to time.

5.       "COBE" shall mean Gambro, Inc. (formerly named COBE Laboratories,
         Inc.), a corporation organized and existing under the laws of the state
         of Colorado, and its parents, subsidiaries, affiliates, permitted
         assignees, or successors in interest.

6.       "Confidential Information" shall mean such confidential and
         proprietary information each party hereto owns and uses in order to
         conduct its business to which this Agreement pertains which includes,
         without limitation, confidential and proprietary computer programs,
         inventions, discoveries, tools, machines, articles of manufacture,
         mechanisms, molds, fixtures, methods, processes, compositions,
         mixtures, formulae, designs, techniques of production, manufacture or
         assembly, know-how, show how, information which concerns the financial
         affairs, development research, marketing practices, marketing plans and
         strategies, internal policies and procedures, products, contracts,
         suppliers, or customer lists, information with respect to any corporate
         affairs, and other information which may or may not rise to the level
         of a trade secret under applicable law, but which is not generally in
         the public domain (and includes information transferred orally,
         visually, electronically or by other means). Confidential Information"
         shall include, without limitation, the Manufacturing Technology.
         Confidential information shall not include: (i) information already
         known or independently developed by the receiving party as evidenced by
         competent proof; (ii) information in the public domain through no
         wrongful act of the receiving party; or (iii) information received by
         the receiving party from a third party having a lawful right to
         disclose it.

7.       "FDA" shall mean the Food and Drug Administration of the United
         States of America.

8.       "HemaSure Materials" shall mean the materials and parts supplied by
         HemaSure to Command as set forth in Attachment B attached hereto and
         hereby incorporated by reference, as may be amended in a writing signed
         by both parties from time to time.

9.       "Manufacturing Technology" shall mean those proprietary rights of the
         respective parties in the molds, drawings, manufacturing processes,
         know-how, show-how and technical data related to the manufacturing and
         production of the Products and, in the case of HemaSure, the r/LS
         System Filter.


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10.      "Product Pricing" shall mean the price of each Product as set forth on
         Attachment C attached hereto and hereby incorporated by reference, as
         amended in a writing signed by both parties from time to time.

11.      "Products" shall mean the dry bag sets listed and described on
         Attachment D, attached hereto and hereby incorporated by reference, as
         amended in a writing signed by both parties from time to time.

12.      "Product and Assembly Specifications" shall mean the respective
         Product and r/LS System Filter assembly specifications, in each case,
         as set forth on Attachment E, attached hereto and hereby incorporated
         by reference, as amended in a writing signed by both parties from time
         to time, which in all cases, shall be deemed to meet requirements and
         standards included in applicable federal, state and local laws
         including, without limitation, the Food, Drug and Cosmetic Act, the
         Medical Device Amendments of 1976, the Safe Medical Devices Act of
         1990, and similar foreign laws, rules and regulations, including,
         without limitation, the European Medical Device Directive.

13.      "r\LS System Filter" shall mean HemaSure's filters used for pre-storage
         reduction of the level of leukocytes in blood, and any revisions,
         derivatives, or improvements thereto.


                                   ARTICLE II
                        SUPPLY AND ASSEMBLY ARRANGEMENTS

         1. Production of Products and Assembly of r/LS System Filters. Command
shall (i) manufacture and supply the Products and (ii) assemble r/LS System
Filters, in each case, solely in accordance with the Product and Assembly
Specifications supplied by HemaSure. Although the obligation to fabricate the
Products and assemble the r/LS System Filters conforming to Product and Assembly
Specifications belongs exclusively to Command, and the obligation to designate
and thereafter to approve the applicable specifications belongs exclusively to
HemaSure, and without intending to relieve either party of their respective
exclusive obligations, the parties hereto shall provide reasonable cooperation
and assistance to each other to facilitate the fabrication of the Products and
assembly of the r/LS System Filters. Command shall make no deviations or changes
from the Product and Assembly Specifications without HemaSure's prior approval.

         2. Product and Assembly Pricing. Product & Assembly Pricing for each
purchase order issued by HemaSure shall be calculated per Attachment A
Attachment C. Hemasure shall issue quarterly purchase orders and annualize the
volumes to determine the corresponding price schedule. Product Assembly
Pricing shall be fixed for the term of the Agreement with the exception that
Command may increase or decrease the Product & Assembly Pricing on account of,
and solely to the extent of, (i) Command's raw material price increases or
decreases that are evidenced by Command's written records which shall be
provided to HemaSure and based on increases or decreases of Command's vendor
prices and (ii) after the first Agreement Year,

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Command's overhead cost increases or decreases that are evidenced by Command's
written records which shall be provided to HemaSure; and (iii) after one year,
Command's direct labor cost increases or decreases as evidenced by Command's
written records which shall be provided to HemaSure. Such Product & Assembly
Price increases may be affected only once per Agreement Year, and in any such
case, shall not be more than five percent (5%) of the then applicable Product &
Assembly Pricing. Notwithstanding the above, both parties acknowledge that this
five percent (5%) cap may need to be re-negotiated during the term of this
agreement based on any unforeseen circumstances beyond either parties control.
Overhead costs shall include costs associated with government mandated benefits,
payroll taxes, electricity and other utilities.

         (a)      In addition, at the end of every Agreement Year Command
                  shall compare the Actual Annual Purchases of Products by
                  HemaSure to the quantities that were used to establish the
                  mutually agreed upon invoiced Product Pricing as provided in
                  Attachment C or Assembly Pricing as provided in Attachment A
                  for that respective Agreement Year (and shall promptly provide
                  to HemaSure a detailed, written copy of such comparison). In
                  the event Actual Annual Purchases exceed said quantities for
                  that respective Agreement Year, then Command shall issue a
                  rebate or a credit to HemaSure in accordance with the quantity
                  pricing set forth on Attachment A and/or C, as the case may
                  be. In the event Actual Annual Purchases are less than said
                  quantities for that respective Agreement Year, then Command
                  shall issue a debit to HemaSure in accordance with the
                  quantity pricing set forth on Attachment A and/or C, as the
                  case may be. Command may, in its sole discretion, waive or
                  reduce any such debit for any respective Agreement Year. Any
                  such waiver or reduction of a debit for any respective
                  Agreement Year shall be on a non-precedential basis without
                  prejudice and Command shall not be obligated in any of the
                  following Agreement Years to waive or reduce any future debit.

         (b)      At least sixty (60) days prior to the commencement of any
                  Agreement Year, Command shall provide written notice (setting
                  forth reasonable details) to HemaSure of projected increases
                  or decreases to the Product Pricing for the upcoming
                  respective Agreement Year based on those Product Pricing
                  increase or decrease guidelines set forth above. The parties
                  hereby agree to negotiate in good faith and to agree upon
                  Product Pricing based on those Product Pricing increase or
                  decrease guidelines set forth above for each such respective
                  Agreement Year and to amend Attachment C each Agreement Year
                  accordingly. In the event no agreement on Product Pricing is
                  reached prior to the commencement of any respective Agreement
                  Year, such agreement shall be resolved pursuant to Section
                  12(b) 11(b) of Article III.

         (c)      The parties will use reasonable efforts to endeavor to develop
                  cost saving measures applicable to the Products and assembly
                  of the r/LS System Filter. After recoupment at a mutually
                  agreed upon rate of any capital investment made by a

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                  party in developing or implementing such cost saving measures,
                  such savings will be shared on a fifty/fifty (50/50) basis
                  between the parties in the form of reduced Product and/or
                  Assembly Pricing, as the case may be.

         3. Delivery. HemaSure shall provide Command with specific order
delivery dates. Each order placed under this Agreement shall be considered
"on-time" if it is received by HemaSure during the period of 3 days prior to and
up until 3 days after the scheduled delivery date which is stated on the release
order issued by HemaSure and accepted by Command. If a delivery is not expected
to be made "on-time," as defined herein, Command shall notify HemaSure and shall
take all reasonable steps at its own cost to expedite delivery.

         4. Supply Ability and Inventory. Command and HemaSure shall notify each
other of any events which may impact their respective abilities to supply and
purchase Products and assemble r/LS System Filters, including, without
limitation, FDA inspections, labor issues, facility issues and the like.

         5. Tooling and Equipment of r\LS System Filters. HemaSure shall bear
the cost of tooling and equipment associated with the assembly of the r\LS
System Filters, and shall hold sole and exclusive title to such tooling and
equipment. The tooling and assembly equipment initially shall reside at
Command's facilities.

         (a)      In the event that Command fails to meet its delivery
                  requirements, HemaSure may request the transfer of its tooling
                  and assembly equipment to another facility designated by
                  HemaSure. In such Event, Command shall breakdown, package,
                  ship (FOB Ormond Beach, Florida), install and start-up the
                  applicable tooling and equipment. Command shall be paid for
                  the above services at a rate of $75 per hour, not to exceed
                  2,000 hours.

         (b)      Command shall be responsible for the maintenance of the
                  tooling and equipment and shall provide reasonable care in the
                  storage and handling of the tooling. HemaSure shall be
                  responsible for the repair of the tooling and equipment.

          6. Forecasts to Command. HemaSure shall submit to Command, ninety (90)
days before each Agreement Year, in good faith, written forecasts setting forth
projected purchases on a quarterly basis of the Products and assembly
requirements for the upcoming twelve (12) month period. Forecasts prepared by
HemaSure pursuant to this Section shall be prepared by HemaSure in good faith
and shall represent HemaSure's reasonable expectation of its requirements for
the forecasted period. HemaSure shall commit to purchase eighty percent (80%) of
the Products and assembly requirements on account of such forecasts. The amount
of Products not purchased in any one Agreement Year shall rollover into the
following Agreement Year.

         On a quarterly basis, HemaSure and Command shall review forecast and
capacity requirements for the following twelve (12) months and plan accordingly.
In the event that

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forecasts are updated or modified, HemaSure shall make a firm commitment to
purchase the Products and assembly requirements for the first two (2) months of
such updated forecast.

          7. Ordering. HemaSure shall submit purchase orders on a monthly basis
setting forth its purchase requirements and delivery dates. The orders for
Products in the first two (2) months of an updated forecast as described in
Section 6 above shall become fixed orders.

         (a)      HemaSure shall submit a release order to Command on a monthly
                  basis at least six (6) weeks in advance of any required
                  shipment date in said release order in compliance with
                  HemaSure's most recent forecast. Command and HemaSure shall
                  keep each other apprised in good faith of their respective
                  requirements, projections, production capability limitations
                  and similar matters.

         (b)      Subject to the following sentence and Article III, Section
                  9(c), HemaSure agrees to purchase from Command from time to
                  time hereunder the minimum quantity purchases set forth on
                  Attachment F hereto. In the event HemaSure fails to purchase
                  the quantity of Products and assembly requirements as
                  designated in Attachment F in any respective Agreement Year,
                  then the remaining number of Products or assembly requirements
                  necessary to meet the quantity designated in Attachment F for
                  that respective Agreement Year shall be added to the purchase
                  quantities in for the subsequent Agreement Year. In the event
                  that HemaSure fails to purchase the quantity of Products or
                  assembly requirements designated in the purchase orders for
                  the third Agreement Year and any purchase requirements added
                  from previous Agreement Years as provided herein, then the
                  term of this Agreement shall be extended for one year during
                  which time HemaSure must purchase the remaining number of
                  Products and assembly requirements as are necessary to meet
                  the purchase requirements designated in Attachment F for the
                  third Agreement Year and any purchase requirements added from
                  previous Agreement Years as provided herein. Command's sole
                  recourse in the event of a breach by HemaSure of this Section
                  7(b) of this Agreement shall be as set forth in Article III,
                  Section 9(c). Notwithstanding the above paragraphs, HemaSure
                  must purchase at least 80% of the contract minimums per
                  Attachment F each Agreement Year.

         8. HemaSure Supplied Materials. HemaSure shall provide Command with a
continuous supply of the HemaSure Materials at no cost to Command such that
Command can assemble the r\LS System Filters in quantities sufficient to meet
HemaSure's requirements of submitted and accepted purchase orders. If HemaSure
is unable to maintain a continuous supply of the HemaSure Materials and this
failure forces Command to shut down its production line, HemaSure agrees to pay
to Command, as its sole recourse, $1.71 per unit scheduled to be built during
the shutdown period at the then prevailing unit production run-rate. This will
cover all unrecoverable costs including labor and overhead. Command's failure to
supply HemaSure with assembly requirements or otherwise fail to perform its
obligations hereunder shall not be deemed a breach of this Agreement to the
extent such failure is caused by a lack of such a supply of the HemaSure
Materials from HemaSure. HemaSure intends to maintain a two (2) week inventory

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of the HemaSure Materials at Command's facility during the term of this
Agreement and any extension or renewal thereof as determined by reference to
purchase orders for assembly of r/LS System Filters issued by HemaSure and
accepted by Command.

         9. Shipping. All Product shipments shall be EX WORKS Command's
manufacturing facility. Risk of loss shall pass to HemaSure at such time as the
Products are delivered to the carrier at Command's facilities. HemaSure shall
arrange for a carrier and mode of shipment. All freight, insurance and other
shipping expenses shall be borne by HemaSure and HemaSure shall be responsible
for filing any and all freight claims.

         10.  Acceptance.

         (a)      Acceptance by HemaSure or the receiving entities specified
                  by HemaSure of Products and assembled r/LS System Filters
                  delivered by Command hereunder shall be subject to reasonable
                  inspection and test by HemaSure or such receiving entities in
                  order to determine that the Products and assembled r/LS System
                  Filters comply with the Product and Assembly Specifications;
                  provided, however, HemaSure shall notify Command in writing of
                  any defects in any shipment of Products or assembled r/LS
                  System Filters within thirty (30) business days of the date of
                  delivery at HemaSure's designated manufacturing site. If
                  HemaSure does not notify Command of any such defects within
                  such time, the Products and assembled r/LS System Filters
                  shall be deemed accepted.

         (b)      The Products and assembled r/LS System Filters shall
                  consistently meet performance metrics mutually agreed upon by
                  HemaSure and Command. These metrics may change over the
                  performance of the Agreement to the satisfaction and
                  acceptance of both HemaSure and Command.

          11. Quality Control. Command shall operate and maintain its
manufacturing and assembly operations in a sound state of control in compliance
with applicable FDA, QSR, ISO9002 and CEEN46002 regulations and/or HemaSure's
customer specifications as defined, including, but not limited to, the American
Red Cross and COBE. HemaSure and its customers shall have the right, but not the
obligation, to conduct periodic audits of all sites under Command's control
involved with manufacturing or assembling the Products and r/LS System Filters.
Command shall provide HemaSure and its customers with reasonable access to
Command's facilities, employees, specifications, production records, drawings,
or other records as necessary for HemaSure to secure regulatory approvals,
respond to regulatory inquires, investigate and address technical problems and
achieve technical improvements and address customer complaints. HemaSure and its
customers shall provide thirty (30) days written notice of any site audits. Each
party agrees to provide the other party with copies of any written notices
related to the manufacturing, sale, or use of the Products issued by any
governmental regulatory agency promptly after receipt from the governmental
regulatory agency or third party.

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          12. Payment. Payment terms for all Products purchased pursuant to this
Agreement shall be in United States dollars and net thirty (30) days.


                                   ARTICLE III
                                  MISCELLANEOUS

         1. Intellectual Property. Command expressly reserves its entire right,
title and interest in any and all intellectual property including, without
limitation, any inventions, patents, improvements, know-how, show-how, the
Manufacturing Technology, or other proprietary information of any kind related
to the production or manufacturing of the Products. All intellectual property of
HemaSure which shall include, without limitation, any inventions, patents,
improvements, trademarks, service marks, mask works, copyrights, trade secrets
or other proprietary information of any kind shall remain the sole and exclusive
property of HemaSure. HemaSure expressly reserves its entire right, title and
interest in any and all intellectual property including, without limitation, any
inventions, patents, improvements, know-how, show-how, or other proprietary
information of any kind related to the r/LS System Filter.

          2. Indemnification. The provisions of this indemnification section
shall survive the termination, expiration, or non-renewal of this Agreement.

         (a)      HemaSure agrees to indemnify and hold harmless Command and
                  its directors, officers and employees from and against any and
                  all losses, costs, damages, fees and expenses arising out of
                  the assembly of the r/LS System Filter (excluding with respect
                  to the manufacture of the Products) but only to the extent
                  such losses, costs, damages, fees, and expenses were incurred
                  as a result of the negligence, gross negligence or willful
                  misconduct of HemaSure, provided that HemaSure shall have the
                  right to control the defense or settlement of any claim for
                  which Command is entitled to indemnification hereunder.
                  HemaSure shall not be liable for any litigation costs or
                  expenses incurred by Command (or its directors, officers or
                  employees) without HemaSure's prior written consent.
                  Notwithstanding the foregoing, HemaSure shall not be required
                  to indemnify Command for matters which HemaSure is indemnified
                  by Command hereunder.

         (b)      Command agrees to indemnify and hold harmless HemaSure and
                  its directors, officers and employees from and against any and
                  all losses, costs, damages, fees, and expense arising out of
                  the manufacture or sales of the Products and assembly of the
                  r/LS System Filter (excluding with respect to the HemaSure
                  Supplied Materials themselves), but only to the extent such
                  losses, costs, damages, fees, and expenses were incurred as a
                  result of the negligence, gross negligence or willful
                  misconduct of Command, provided that Command shall have the
                  right to control the defense or settlement of any claim for
                  which HemaSure is entitled to indemnification hereunder.
                  Command shall not be liable for any litigation costs or
                  expenses incurred by HemaSure (or its directors, officers or
                  employees)


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                  without Command's prior written consent. Notwithstanding the
                  foregoing, Command shall not be required to indemnify HemaSure
                  for matters which Command is indemnified by HemaSure
                  hereunder.

         (c)      A party seeking indemnification hereunder (the
                  "Indemnified Party") shall provide prompt written notice to
                  the party from whom indemnification is sought (the
                  "Indemnifying Party") of any written notice of a claim, action
                  or demand of any kind from a third party. The Indemnifying
                  Party shall undertake promptly the defense of such claim,
                  action or demand with defense counsel selected by the
                  Indemnifying Party, but reasonably satisfactory to Indemnified
                  Party. Notwithstanding any other provision of this Agreement,
                  the Indemnified Party may at any time elect to participate in
                  the defense of any claim, action or demand with counsel of its
                  own choice and at its sole expense without waiving the
                  Indemnifying Party's obligation to defend Indemnified Party.
                  The Indemnifying Party shall obtain the advance written
                  consent of the Indemnified Party (which consent shall not be
                  unreasonably withheld) prior to settling any claim, action or
                  demand.

         3. Confidentiality. The parties may disclose certain Confidential
Information to each other. The party that discloses Confidential Information
pursuant to this Agreement is referred to herein as the "Disclosing Party" and
the party that receives such Confidential Information is referred to herein as
the "Receiving Party." The terms of this Agreement shall apply to any
Confidential Information that may be disclosed during the term of this Agreement
and any extension or renewal thereof and for a period of three (3) years after
the termination, expiration, or non-renewal of this Agreement for any reason,
with the exception that Confidential Information designated in writing by a
party to be a trade secret shall be protected by this Article for such time as
such Confidential Information remains a trade secret under applicable law. Such
Confidential Information shall be used solely for the purpose of each party
performing its obligations hereunder and not for any other purpose ("Purpose").

         (a)      Receiving Party acknowledges that the Confidential Information
                  is confidential and/or proprietary to Disclosing Party and is
                  claimed to be valuable, special and unique assets of
                  Disclosing Party. Accordingly, the parties agree that during
                  the term of this Agreement and for the respective
                  post-termination periods set forth herein, Receiving Party
                  shall:
                  (1)      maintain the Confidential Information in confidence;
                           and
                  (2)      not use any such Confidential Information received
                           from Disclosing Party except for the above-stated
                           Purpose; and
                  (3)      disclose such Confidential Information received from
                           Disclosing Party only to its employees that have a
                           need to know such Confidential Information in order
                           to fulfill the Purpose; and
                  (4)      not disclose any portion of the Confidential
                           Information received from Disclosing Party to any
                           third party without the prior written consent of
                           Disclosing Party, even if such third party is under
                           similar restriction on disclosure with Disclosing
                           Party.

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         (b)      Receiving Party agrees to use the same degree of care to
                  protect the confidentiality of all Confidential Information it
                  receives as it uses to protect its own Confidential
                  Information. However, Receiving Party in no event shall use
                  less than a reasonable degree of care to protect the
                  Confidential Information received from Disclosing Party.

         (c)      If Receiving Party is confronted with legal action to disclose
                  Confidential Information received under this Agreement,
                  Receiving Party shall promptly notify Disclosing Party, and
                  reasonably assist Disclosing Party in obtaining a protective
                  order requiring that any portion of the Confidential
                  Information required to be disclosed be used only for the
                  purpose for which a court issues an order, or for such other
                  purposes as required by law.

         (d)      All Confidential Information disclosed under this Agreement
                  shall remain the property of Disclosing Party. At Disclosing
                  Party's request, all Confidential Information received by
                  Receiving Party in tangible form shall be promptly returned or
                  destroyed.

         (e)      It is understood and agreed that damages may not be an
                  adequate remedy for Disclosing Party in the event of a breach
                  or threatened breach of this subsection (3) and, accordingly,
                  Receiving Party agrees that Disclosing Party will be entitled
                  to receive injunctive or other appropriate equitable relief
                  against Receiving Party and its representatives in the event
                  of such a breach or threatened breach.

          4. Non-Solicitation. During the term of this Agreement and any
extensions or renewals thereof and for a period of one year thereafter, neither
party shall solicit for employment, employ, solicit for another business
relationship or otherwise retain any employee of the other party who is an
employee of the said other party at any time during the term of this Agreement
and any extensions or renewals thereof.

          5. No Partnership or Agency. Nothing contained in this Agreement shall
be construed to create a partnership or joint venture among the parties or to
make a party an agent of the other party for any purpose.

         6.  Additional Representations and Warranties of the Parties.

         (a)      Each party represents and warrants that it shall obtain,
                  maintain and preserve any licenses, permits or other
                  authorizations necessary for the party to conduct its business
                  in accordance with this Agreement. Both parties shall comply
                  in all material respects with all of their respective
                  obligations under applicable federal, state and local laws
                  including, without limitation, the Food, Drug and Cosmetic
                  Act, the Medical Device Amendments of 1976, the Safe Medical
                  Devices Act of

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                  1990, and similar foreign laws, rules and regulations,
                  including, without limitation, the European Medical Device
                  Directive.

         (b)      In addition, each party represents and warrants to the
                  other party that, as of the date hereof, (i) it has the
                  authority to execute, deliver, and perform its obligations
                  under this Agreement, (ii) this Agreement has been duly
                  executed and delivered by such party and constitutes the
                  legal, valid, and binding obligation of such party enforceable
                  against such party in accordance with its terms (except as
                  enforceability may be limited by bankruptcy, insolvency, or
                  similar laws of general application from time to time
                  affecting the rights of creditors generally, or subject to
                  general principles of equity), (iii) neither the execution or
                  delivery of this Agreement nor the performance of its
                  obligations hereunder will conflict with or violate any
                  provision of, or result in the breach of, any material
                  agreement, note, mortgage, or indenture to which such party is
                  a party or by which its assets are bound, and (iv) there are
                  no actions, suits, proceedings, or investigations pending or
                  threatened in any court or before any governmental agency or
                  instrumentality against, by or affecting it or any of its
                  subsidiaries or their business, operations, or financial
                  condition or any of their properties or assets, or which would
                  prevent the carrying out of this Agreement or any of the
                  transactions contemplated hereby or declare the same unlawful
                  or cause the rescission thereof.

         (c)      Each party represents and warrants that it shall maintain the
                  following insurance coverages in full force and effect
                  throughout the term of this Agreement and any extension or
                  renewal thereof.

                   (i)     Commercial General Liability Insurance in an
                           amount of at least $10,000,000 (Ten Million Dollars)
                           naming the other party as an additional insured
                           party, Workers' Compensation coverage covering the
                           party's own employees (but not employees of the other
                           party) with statutory limits for each jurisdiction
                           where required by the laws of that jurisdiction
                           (including monopolistic states if any work is to be
                           performed in one or more of them) and an employers'
                           liability policy with at least a limit of $250,000
                           per accident per employee.

                  (ii)     Each party further agrees to maintain not less than
                           $10,000,000 (Ten Million Dollars) of products
                           liability coverage naming the other party as an
                           additional insured party. For Command such product
                           liability policy shall extend to Products
                           manufactured (and r/LS System Filters assembled) and
                           sold to HemaSure.

                  (iii)    Command agrees to maintain full replacement
                           value "All Risk" property insurance on all property
                           and equipment of Command or HemaSure used by Command
                           at Command's facilities under this Agreement, and
                           further said property insurance shall insure at all
                           times all Products being


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                           manufactured or r/LS System Filters being assembled
                           and Command agrees to waive any right of subrogation
                           for loss or damage to any of Command's property at,
                           on, or in Command's facilities. Command agrees to
                           obtain, if required in such property insurance, a
                           waiver of subrogation in favor of HemaSure. Said
                           property insurance shall include Business
                           Interruption and Extra Expense coverage for such
                           losses arising from loss or damage to aforementioned
                           Command property without expectation of contribution
                           from any such insurance HemaSure may maintain.

                   (iv)    Each party shall, at its sole expense, keep in
                           force policies of insurance in the amounts as
                           specified, and as required by statute, with carriers
                           reasonably satisfactory to the other party. Such
                           insurance shall be written as primary policy coverage
                           and not as contributing with, or in excess of, any
                           insurance which the other party shall carry.
                           Certificates of insurance evidencing all of the above
                           coverages and conditions (types and amounts) shall be
                           produced upon written request and remain in full
                           force and effect throughout the term of this
                           Agreement. Each party's certificate(s) of insurance
                           shall provide for not less than thirty (30) days
                           written notice of cancellation, non-renewal or
                           reduction to the other party.

          7. Term. This Agreement shall commence on the Effective Date and shall
continue for an initial term of three (3) Agreement Years (i.e., the last
Agreement Year ending on December 31, 2002) unless extended for any additional
Agreement Years as provided herein or as may be mutually agreed upon by both
parties. Thereafter, this Agreement automatically shall renew for one (1) or
more additional successive year renewal terms until either party terminates this
Agreement upon one (1) year advance written notice to the other party.

          8. Termination for Cause. This Agreement may be terminated at any time
immediately upon written notice upon the occurrence of any of the following
events:

         (a)      by either party in the event the other party materially
                  breaches any term or provision of this Agreement and such
                  breach is not cured within sixty (60) days of such party's
                  receipt of written notice of such breach;

         (b)      by either party in the event the other party makes an
                  assignment for the benefit of creditors, or is subject to any
                  voluntary or involuntary provincial or federal receivership,
                  insolvency or bankruptcy proceedings, or becomes unable, or
                  admits in writing its inability, to meet its obligations as
                  they mature;

         (c)      by either party in the event the other party is dissolved or
                  liquidated;

         (d)      by Command in the event HemaSure (i) fails to pay any order
                  invoices which are due and payable and which failure is not
                  remedied within sixty (60) days following written notice, (ii)
                  fails to purchase the minimum amount of Products or

908278.5
                                      -12-

<PAGE>


                  assembly requirements as specified in Article II, or (iii) is
                  permanently prevented from manufacturing the r/LS System
                  Filter due to material and adverse audit results of customers
                  or regulatory agencies;

         (e)      by HemaSure in the event Command (i) fails to meet its
                  delivery requirements and provide consistent product
                  acceptance metrics as mutually agreed upon by both parties, so
                  long as, in the case of the r\LS System Filters, HemaSure
                  supplies the HemaSure Materials as provided herein, (ii) fails
                  to meet, and agree to in writing, the cost targets set forth
                  in Attachments A and C hereto as and when specified therein,
                  or (iii) is prevented from manufacturing Product due to
                  material and adverse audit results of customers or regulatory
                  agencies; and/or

         (f)      as otherwise provided in this Agreement.

         Without prejudice to any other remedy for breach of this Agreement,
upon termination for cause of this Agreement, neither party shall be released
from the payment of any sum owed to the other party, which sum shall become
immediately due and payable.

          9. Rights and Obligations Upon Termination. Upon the termination,
non-renewal, or expiration of this Agreement, the following rights and
obligations shall apply:

         (a)      Notwithstanding the termination of this Agreement, each party
                  shall continue to hold the other party's Confidential
                  Information in confidence and prevent disclosure to third
                  parties as provided herein.

         (b)      In the event that Command fails to meet delivery, cost and
                  acceptance metrics, HemaSure shall not be obligated to
                  purchase the Product minimums.

         (c)      In the event that HemaSure fails to purchase the contract
                  minimums set forth in Attachment F and provided in Article II,
                  Section 7(b), HemaSure shall reimburse Command, as its sole
                  recourse, $0.75 per unit shortfall when and as provided in
                  such Section and Attachment. This shortfall will be used to
                  cover commitments made by Command to procure building and
                  other long term capital expenditures. This shortfall payment
                  obligation shall not be applicable if HemaSure terminates this
                  agreement due to any fault of Command.

         (d)      Immediately upon the termination, non-renewal, or expiration
                  of this Agreement, all sums owed by each party hereto to the
                  other shall become due and payable immediately upon such
                  termination, non-renewal, or expiration.

         (e)      The provisions of this Agreement which are expressed to
                  survive this Agreement or to apply notwithstanding termination
                  hereof shall be observed and respected by both parties.


908278.5
                                      -13-

<PAGE>


         10. Force Majeure. Neither party shall be liable to the other party for
its failure to perform or for delay in the performance of its obligations under
this Agreement to the extent such failure or delay results from causes beyond
its reasonable control, including, without limitation, acts of God, fires,
hurricanes, explosions, wars or other hostilities, insurrections, revolutions,
strikes, labor unrest, earthquakes, floods, epidemics or quarantine
restrictions, lack of materials, unforeseeable governmental restrictions or
controls, or transportation embargoes or interruptions; provided, however, that
a party must provide written notice to the other party of such extraordinary
circumstances that may prevent or delay the party's performance hereunder. If a
party is prevented from performing its obligations under this Agreement because
of such extraordinary circumstances for a period of sixty (60) consecutive days,
then the other party may terminate this Agreement upon thirty (30) days' notice
to the other party with a further opportunity to perform until the date of such
termination.

         11.  Governing Law; Jurisdiction.

         (a)      This Agreement, all transactions executed hereunder, and the
                  legal relations between the parties shall be governed by and
                  construed solely in accordance with the laws of the State of
                  New York, without reference to the conflict of laws principles
                  thereof.

         (b)      In the event that any dispute or controversy arises
                  between the parties with respect to this Agreement or a breach
                  hereof, the parties shall submit such dispute or controversy
                  to binding arbitration before the American Arbitration
                  Association ("AAA") in New York, New York in accordance with
                  the Commercial Arbitration Rules of AAA. Each party hereby
                  irrevocably agrees that service of process, summons, notices
                  or other communications related to the arbitration procedure
                  shall be deemed served and accepted by the other party if
                  forwarded in accordance with the Notices section of this
                  Agreement. The arbitrator shall apportion all costs and
                  expenses of the arbitration including, without limitation, the
                  arbitrator's fees and expenses and the attorneys' fees and
                  expenses of both parties, between the prevailing and
                  non-prevailing party as the arbitrator deems fair and
                  reasonable. The award may be enforced in any court of
                  competent jurisdiction.

         (c)      Notwithstanding the foregoing or any other provision of this
                  Agreement, either party may seek and obtain provisional
                  equitable, injunctive or other judicial relief from a court of
                  competent jurisdiction in order to preserve the status quo
                  pending resolution of disputes or controversies pursuant to
                  this section. The provisions of this Article III, Section 11
                  shall survive the termination, expiration, or non-renewal of
                  this Agreement.

          12. Binding Effect. This Agreement shall be binding upon and be for
the benefit of the parties and their respective successors and permitted
assigns.

908278.5
                                      -14-

<PAGE>


         13. Supremacy. The terms and conditions of this Agreement take
precedence over all purchase orders and all sales confirmations between Command
and HemaSure. To the extent any term in any purchase order or any sales
confirmation conflicts in any manner with any term or condition of this
Agreement, this Agreement shall govern.

         14. Severability. If any provision of this Agreement is held by a court
of competent jurisdiction to be invalid, illegal, or unenforceable, then the
remainder of this Agreement shall remain in full force and effect. In the event
any such provision previously held to be invalid, illegal, or unenforceable, is
thereafter held by a court of competent jurisdiction to be valid, legal, or
enforceable, then said provision shall automatically be revived and incorporated
into this Agreement.

         15. Waiver. No waiver of any rights or breach of any provision of this
Agreement shall constitute a waiver of any other right or breach of any other
provisions, nor shall it be deemed to be a general waiver of such provision by
the waiving party or to sanction any subsequent breach by the other party.

          16. Assignment. Neither party shall assign this Agreement, or any
right or obligation thereunder, to any third party without the prior written
consent of the other party. In the event either party consents to such an
assignment by the other party, then all provisions and obligations of this
Agreement shall apply equally to any assignee with the same force and effect as
they apply to the assignor.

          17. Modification. This Agreement may not be altered or modified except
in writing, duly executed by an authorized representative of both parties.

         18. Notices. All notices, requests or other communications to any party
shall be sufficient if contained in a written instrument delivered in person,
sent by fax with confirming copy sent by registered or certified mail or sent by
overnight courier, addressed to such party at the address set forth below or
such other address as may be designated in writing:


Command:                                              HemaSure:

Command Medical Products, Inc.                        HemaSure Inc.
15 Signal Avenue                                      140 Locke Drive
Ormond Beach, FL.  32174                              Marlborough, MA 01752
Fax No.  904/677-7781                                 Fax No. 508/485-604
Attn:  David T. Slick, Sr.                            Attn:  John F. McGuire

Any notice sent in compliance with this section shall be effective upon the date
of delivery if delivered in person, upon the date of transmission if sent by
fax, or upon the date following the date the notice is sent by overnight
courier.


908278.5
                                      -15-

<PAGE>


         19. Public Statements. No party hereto shall use or reference the name
of any other party hereto including, without limitation, issuing any press
releases or otherwise making any public statement with respect to this Agreement
(unless such press release or statement is required by applicable law,
regulation, or the requirements of any listing agreement with any applicable
stock exchange), without the prior written consent of the other party, which
consent shall not be unreasonably withheld.

         20. Facsimile Signatures. Counterpart copies of this Agreement may be
signed by all parties hereto and signature pages exchanged by facsimile. The
parties intend that counterpart copies signed and exchanged as provided in the
preceding sentence shall be fully binding. Counterpart originals of this
Agreement shall be exchanged by United States mail or courier service at the
earliest reasonable date following the exchange of signature pages by facsimile.

         21. Entire Agreement. This Agreement contains the entire agreement
between the parties with respect to the subject matter of this Agreement and
supersedes all prior arrangements, agreements or understandings with respect to
such matters. No course of performance or prior dealings nor any custom or usage
of trade shall be relevant to supplement or explain any terms used in this
Agreement.


908278.5
                                      -16-

<PAGE>



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



COMMAND MEDICAL PRODUCTS                   HEMASURE INC.:
INC.:


/s/ David T. Slick, Sr.                    /s/ John F. McGuire III
------------------------------             --------------------------------
Name:                                      John F. McGuire III
President                                  President & CEO


908278.5
                                      -17-

<PAGE>



                                  ATTACHMENT A
                                ASSEMBLY PRICING



Product Description      Annual Quantity                     Price
R/LS DR0030              <2mm                                $3.60
R/LS DR0030              2mm and >                           $3.52
R/LS DR0030              3mm and >                           $3.18
R/LS DR0030              5mm and >                           *
R/LS DR0030              10mm and >                          **








o        The packaging proposal and requirements incorporated into Assembly
         Pricing shall meet conventional quality standards for shipment
         integrity, maintenance of sterility and ease of use.

**       No later than 45 days from the date of this Agreement, Command shall
         agree in writing with HemaSure that the Assembly Pricing for the
         specified annual quantity shall be less than $2.00 per unit, and in the
         case of annual quantities at or in excess of 10 million units, the
         price shall be reasonably less than the agreed upon pricing for
         quantities at or in excess of 5 million.


908278.5


<PAGE>



                                  ATTACHMENT B
                               HEMASURE MATERIALS


1.       Part Number BNSR01001, HemaSure r/LS(TM) Pre-Storage
         Leukoreduction Filter-Bulk, Non-Sterile

908278.5


<PAGE>



                                  ATTACHMENT C
                                 PRODUCT PRICING



Product Description              Annual Quantity                   Price

R/LS Bulk Bag Assembly           <2mm                              $2.25
H50050-001

R/LS Bulk Bag Assembly           2mm and >                         $1.85
H50050-001

R/LS Bulk Bag Assembly           3mm and>                          $1.70
H50050-001

R/LS Bulk Bag Assembly           5mm and >                         *
H50050-0

R/LS Bulk Bag Assembly           10mm and >                        *
H50050-0





*        No later than 45 days from the date of this Agreement, Command shall
         agree in writing with HemaSure that the Product Pricing for the
         specified annual quantity shall be less than $1.00 per unit, and in the
         case of annual quantities at or in excess of 10 million units, the
         price shall be reasonably less than the agreed upon pricing for
         quantities at or in excess of 5 million.

908278.5


<PAGE>
                                  ATTACHMENT D
                                    PRODUCTS


         1.       Assembly, r\LS Blood Bag, 4 Port, 600ml with Pillow Bag, Part
                  Number H50050

         2.       Assembly, r\LS, Part Number RLSDR0030, (Non-Sterile)



908278.5

<PAGE>

                                  ATTACHMENT E
                       PRODUCT AND ASSEMBLY SPECIFICATIONS

                                   (Attached)

1. PS H00002, REV-, Assembly, r\LS, Dated 1/24/00
2. PS H00001, REV C, Assembly, r\LS Blood Bag, 4 Port, 600ml, with Pillow Bag.


935008.1  3/28/2000  10:58p

<PAGE>


                                                                    Page 1 of 4

HemaSure                         PART              DOC NO.            REV
                             SPECIFICATION           PS H00002
SUBJECT    Assembly, r\LS                          DATE               RCA
                                                     1/24/00


1.0      SCOPE
This document describes the conditions and specifications that must be met for
the part described herein regardless of the source of supply. This document is
to be used in conjunction with individual purchase specifications written for
each r\LS configuration and supplier.

2.0      CONDITIONS
         2.1.     For the purpose of this specification "visible" or "visual"
                  refers to features which are apparent to the unaided eye when
                  viewed at 18-20 inches maximum distance, for 5 seconds at
                  normal room lighting.

3.0      SPECIFICATIONS
         3.1.     General.
                   3.1.1. HemaSure is responsible for the design of the r\LS
                          assembly.
                   3.1.2. HemaSure will notify supplier in writing of any
                          changes to the materials, assembly, packaging, or
                          labeling that may be required.
                   3.1.3. Supplier is responsible for ensuring that the assembly
                          meets the requirements specified in this document and
                          the applicable assembly drawings.
                   3.1.4. Supplier may not make changes to the design,
                          materials, or processes, which could impact the
                          performance or appearance of the assembly without
                          notifying the HemaSure Purchasing Department and
                          securing written approval from HemaSure.

         3.2.     Quality Requirements.
                   3.2.1  The assembly must be manufactured, processed, and
                          tested in conformance with FDA's Medical Device
                          Quality System (21 CFR 820).
                   3.2.2  Supplier may not subcontract components,
                          sub-assemblies, or testing except for injection
                          molded parts. HemaSure reserves the right to perform
                          periodic audits of supplier.
                   3.2.3  The r\LS must be assembled in a class 100,000
                          cleanroom on operation per FED STD 209E.


AUTHOR                    DATE                1ST APPROVER                 DATE
MAB                       1/24/00

2ND APPROVER              DATE                OTHER APPROVER               DATE



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<PAGE>


                                                                    Page 2 of 4

HemaSure                         PART               DOC NO.              REV
                             SPECIFICATION           PS H00002
SUBJECT    Assembly, r\LS                           DATE                 RCA
                                                     1/24/00


                   3.2.4. Supplier is required to communicate any deviations to
                          the process that affect the ability of supplier to
                          release the assembly to HemaSure.
                   3.2.5. The assembly must be produced under controlled,
                          validated processes. A Quality Plan, Validation Master
                          Plan, and a Device Master Record are required for each
                          r\LS configuration and each manufacturing facility.
                   3.2.6. Supplier must ensure that Quality Control records are
                          to be kept for 7 years.
                   3.2.7. HemaSure reserves the right to audit the quality
                          system of its suppliers, to recommend corrective
                          actions, and to verify the implementation and
                          effectiveness of corrective actions.
                   3.2.8. A copy of the Quality Certification must be included
                          with each shipment of bags. The content of the Quality
                          Certification is specified in the individual Purchase
                          Specifications and is agreed to by HemaSure and the
                          supplier by the signing of the Purchase Specification
                          document.
                   3.2.9. A member of the supplier's QA department must sign the
                          Quality Certification.

         3.3.     Regulatory Requirements.
                   3.3.1. Supplier must maintain a device history record (DHR)
                          for the assembly which satisfies the requirements of
                          FDA's Medical Device Quality System Final Rule (21 CFR
                          820.184).
                   3.3.2. Supplier will perform environmental monitoring of all
                          cleanroom areas used in the manufacture of the r\LS
                          assembly. Monitoring will include particulate and
                          microbiological surveys at supplier defined frequency.
                          Results of the monitoring will be made available to
                          HemaSure for review.

         3.4.     Manufacturing/Materials of Construction Requirements.

                   3.4.1. Materials of construction per applicable HemaSure DMR
                          (refer to individual purchase specification).

                   3.4.2. No material substitutions can be made to the suppliers
                          DMR without written approval from HemaSure's Quality
                          Assurance.
                   3.4.3. Assembly and configuration.



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<PAGE>


                                                                    Page 3 of 4

HemaSure                      PART              DOC NO.                REV
                          SPECIFICATION          PS H00002
SUBJECT     Assembly, r\LS                      DATE                   RCA
                                                 1/24/00

                   3.4.3.1. per attached drawing.
                   3.4.4. Labeling
                   3.4.4.1. All devices are to be labeled with a lot number and
                          expiration date of 2 years from the date of
                          sterilization.
                   3.4.4.2. The lot number is to be located on the blood storage
                          bag, the tyvek lid and the outer box.
                   3.4.4.3. The expiration date is to be located on the tyvek
                          lid and the outer box.
              3.4.5. Sampling
                   3.4.5.1. Samples of the production lot for testing and
                          retains are to be boxed in separate boxes and
                          identified as to prevent inadvertent mixup with the
                          rest of the normal production lot.
              3.4.6.   Sterilization
                   3.4.6.1. All devices are to be Gamma sterilized by a HemaSure
                          qualified sterilization facility. A sterilization
                          validation must be done for each facility that
                          manufactures the r\LS. (Per ANSI/AAMI/ISO 11137)
                   3.4.6.2. A dose setting validation must be done for each
                          manufacturing facility. (Per ANSI/AAMI/ISO 11137)
              3.4.7. Device History Record (DHR)
                          3.4.7.1. A DHR must be maintained for each production
                          lot that is manufactured. The DHR must contain all
                          quality records listed in the Device Master Record
                          (DMR). Also, copy of all labeling that was used to
                          identify the product.

         3.5.     Physical and Functional Requirements
                   3.5.1. Tubing strength > 10 lb.
                   3.5.2. Tubing free of permanent kinks.
                   3.5.3. Port Bond strength: > 4.5 lb. force
                   3.5.4. The r\LS device and all connections to the device must
                          be integral and tested at 100%, with no exceptions.
                          The method of determining integrity shall be pressure
                          decay at 10.5 psi + .05psi. Leak limit rate shall be
                          .5in H2O.
                   3.5.5. Imbedded and/or loose particulate matter: No more than
                          6 particles exceeding .40 sq. mm. No more than 6
                          particles total; no more than 3 particles per sq. in.,
                          per TAPPI standards T213 & T437.

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<PAGE>


                                                                    Page 4 of 4


HemaSure                      PART              DOC NO.                REV
                          SPECIFICATION          PS H00002
SUBJECT     Assembly, r\LS                      DATE                   RCA
                                                 1/24/00

         3.6.     Packaging Requirements.
                   3.6.1. The supplier is responsible for insuring that devices
                          arrive at HemaSure (or designed storage location)
                          integral, damage free, and contamination free.
                   3.6.2. Package burst testing at the start and end of each
                          production shift required for each production lot.
                          Burst testing parameters:
                                    Pressure 40.00 psig
                                    Time 4.00 sec
                                    Flow 8 porous
                                    Burst test limit >.66

         3.7.     Testing Requirements.

                   3.7.1. The following tests are to be performed on the r\LS
                          after sterilization for final release testing:
                   3.7.2. 10 devices per lot for LAL pyrogen per USP XXIII
                          Pg. 1696
                   3.7.3. 1 device per quarter for Cytotoxicity (MEM Elution)
                          per USP XXIII
                          Pg. 1697
                   3.7.4. 10 device semi annually for Rabbit pyrogen per USP
                          XXIII  Pg. 1718
                   3.7.5. 12 devices per lot for blood performance TP H00034.
                   3.7.6. 3 devices for bag bond strength TP H00030.

         3.7.     References.
                  ISO 10993 Biological Evaluation of Medical Devices.

                  USP    XXIII
                  US Federal Standard 209E Airborn Particulate Cleanliness
                  Classes in Cleanrooms and Clean Zones.
                  Tappi-TC13, T437 methodology
                  21 CFR 820 FDA Medical Device Quality System Final Rule
                  ISO 3826 Plastic collapsible containers for human blood
                  and blood components


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<PAGE>


                                                                    Page 1 of 6

HemaSure                             PART           DOC NO.           REV
                                 SPECIFICATION       PS H00001           C
SUBJECT   Assembly, r\LS Blood Bag, 4 Port,         DATE              RCA
600 mL, with Pillow Bag                            9/20/99              1523


1.0      SCOPE
This document describes the conditions and specifications that must be met for
the part described herein regardless of the source of supply. This document is
to be used in conjunction with individual purchase specifications written for
each bag configuration and supplier.

2.0      CONDITIONS
Each shipment is to include a Quality Certification per section 3.8. Quality
Certifications may be formatted individually by each supplier as long as they
contain the information required by this specification.

3.0      SPECIFICATIONS
         3.1.     General.
                   3.1.1. HemaSure is responsible for the design of the Blood
                          Bag assembly.
                   3.1.2. HemaSure will notify supplier in writing of any
                          changes to the materials, assembly, packaging, or
                          labeling that may be required.
                   3.1.3. Supplier is responsible for ensuring that the assembly
                          meets the requirements specified in this document and
                          the applicable assembly drawings.
                   3.1.4. Supplier may not make changes to the design,
                          materials, or processes, which could impact the
                          performance or appearance of the assembly without
                          notifying the HemaSure Purchasing Department and
                          securing written approval from HemaSure.
                   3.1.5. Supplier will supply HemaSure with a cup of resin for
                          every lot of ES3000.

         3.2.     Manufacturing Requirements.
                   3.2.1. The assembly must be manufactured, processed, and
                          tested in conformance with FDA's Medical Device
                          Quality System (21 CFR 820).
                   3.2.2. Supplier may not subcontract components,
                          sub-assemblies, or testing except for injection molded
                          parts. HemaSure reserves the right to perform periodic
                          audits of supplier.


AUTHOR                      DATE           1ST APPROVER                   DATE
MAB, RBD                    9/20/99

2ND APPROVER                DATE           OTHER APPROVER                 DATE



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<PAGE>


                                                                    Page 2 of 6

HemaSure                             PART           DOC NO.           REV
                                 SPECIFICATION       PS H00001           C
SUBJECT   Assembly, r\LS Blood Bag, 4 Port,         DATE              RCA
600 mL, with Pillow Bag                            9/20/99              1523


         3.3.     Quality Requirements.

                   3.3.1. Supplier is required to communicate any deviations to
                          the process that affect the ability of supplier to
                          release the assembly to HemaSure.
                   3.3.2. The assembly must be produced under controlled,
                          validated processes.
                   3.3.3. Supplier must ensure that the assemblies meet the
                          requirements of HemaSure's Test Specification TS
                          H00006. Quality Control records are to be kept for 7
                          years. Five (5) blood bag retains are to be kept by
                          HemaSure also for 7 years.
                   3.3.4. HemaSure reserves the right to audit the quality
                          system of its suppliers, to recommend corrective
                          actions, and to verify the implementation and
                          effectiveness of corrective actions.

         3.4.     Physical and Functional Requirements.

                  3.4.1.     Pyrogenicity.
                             3.4.1.1.  The assembly must pass the U.S.P. LAL
                                       Pyrogen Test. Test method must comply
                                       with USP XXIII.
                             3.4.1.2.  A 10 unit composite (random samples) is
                                       to be tested using the LAL methodology.
                                       The maximum acceptable Pyrogen level is
                                        < 5 EU/assembly.
                             3.4.1.3.  Particles - no more than the following
                                       effluent particulate
                                       levels (USP XXIII):
                                       50 particles per ml >10 u
                                       5 particles per ml > 25 u
                                       6.5 fibers
                             3.4.1.4.  Once validated, the LAL and particulate
                                       testing for each lot is not required. The
                                       environmental monitoring will serve as an
                                       indicator to the process.

                  3.4.2.    Cleanliness
                                       Surfaces of the assembly must be free of
                                       non-embedded foreign matter. No embedded
                                       particles larger than 0.4mm2, using Tappi
                                       TC13 and T437 methodology, are
                                       acceptable.
                             3.4.3.    No visible film vestige on bag perimeter
                                       seal edges.
                             3.4.4.    The bag must be assembled in a class
                                       10,000 cleanroom in operation per FED Std
                                       209E.


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<PAGE>


                                                                    Page 3 of 6

HemaSure                             PART           DOC NO.           REV
                                 SPECIFICATION       PS H00001           C
SUBJECT   Assembly, r\LS Blood Bag, 4 Port,         DATE              RCA
600 mL, with Pillow Bag                            9/20/99              1523



                             3.4.5.    Materials (refer to attached drawing for
                                       configuration).


                                Description

                                600 ml storage bag: ES3000 clear virgin PVC
                                gamma stabilized compound containing plasticizer
                                di-2-ethylhexylphthalate (DEHP); taffeta finish
                                on inside, matte finish on other side. Thickness
                                .016" + 1"

                                Spike ports: TechnoFlex model TS450.50 (gamma
                                stable). Tube sleeves for 600 ml bag: ES3000
                                virgin PVC; 0.149" + .003 I.D., 0.209" + .003
                                O.D., 0.75" + .05 long; frosted finish. -

                                Spike Port Sleeve: 0.310" + .005 O.D., 0.250" +
                                .005 I.D., 1.0" + .05 long

                                50 ml pillow bag: ES3000 clear virgin PVC (same
                                as 600 ml storage bag).

                                Tube sleeve: virgin ES3000; 0.149" + .003 I.D.,
                                0.209" + .003 O.D., 0.54" - 0.80" long; frosted
                                finish.
                                Tubing: virgin ES3000; extruded;
                                frosted; 0.160" - .004 O.D., 0.118 - .004 I.D.
                                Two lengths of transfer tubing, both tubing
                                lengths imprinted with segmented identification
                                numbers. Outlet tubing: Minimum 13 usable
                                segments; tubing length 44" - 47" ref. only.
                                Pillow bag tubing: Minimum 4 usable segments;
                                tubing length 17" - 17.50" ref. only. Maximum
                                105o tubing end cut.

                                Tubing clamps: blue and Red polypropylene, gamma
                                stable; 1" long; Halkey-Roberts #C340TCSPB
                                (blue), #C340TCSPR (Red) or equivalent.

                  3.4.6      Assembly and configuration.

                             3.4.6.1.  The assembly is to be assembled per
                                       attached drawing.
                             3.4.6.2.  Coiling:
                                       Refer to individual purchase
                                       specifications for instructions.
                             3.4.6.3.  The 600 ml bag must be free of scuff
                                       marks, smudges, stray markings, or other
                                       cosmetic defects.
                             3.4.6.4.  Vinyl imperfections:
                             Material shall be free from wrinkles and grease
                             when viewed from a distance of 18 inches. Pin holes
                             are not allowed. Particulate - With a sample size
                             of 3 linear feet, particles embedded in the
                             material such as black, brown, yellow resin shall
                             be reported as follows:


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<PAGE>


                                                                    Page 4 of 6

HemaSure                             PART           DOC NO.           REV
                                 SPECIFICATION       PS H00001           C
SUBJECT   Assembly, r\LS Blood Bag, 4 Port,         DATE              RCA
600 mL, with Pillow Bag                            9/20/99              1523




                Size                       Particle Count Score Point
                ----                       --------------------------
               > .031                                Reject
            .020 - .030                                 4
            .010 - .019                                10
            .005 - .009                                15

                   3.4.7.     Labeling of the 600 ml blood storage bag (if
                              applicable - refer to individual Purchase
                              Specifications):
                             3.4.7.1.  Label alignment - label should be no more
                                       than .5" off centerline in any direction.
                             3.4.7.2.  Printing must be clear and legible. No
                                       smearing is allowed.
                             3.4.7.3.  Misprinted letters are acceptable if no
                                       more than 50% of a letter is misprinted
                                       with a maximum of 1 misprinted letter per
                                       word and 5 misprinted words per assembly.
                  3.4.8.     Labeling of the tubing segments.
                             3.4.8.1.  Outlet tubing: 13 segments per unit min.,
                                       44" - 47" tubing length (ref. only).
                                       Pillow bag tubing: 4 segments per unit
                                       min., 17" - 17.5" tubing length (ref.
                                       only). No missing letters or numbers.
                             3.4.9.    Tubing strength: > 10 lb.
                             3.4.10.   Tubing free of permanent kinks.
                             3.4.11.   Open end of tubing must be cut evenly,
                                       maximum 105o angle cut, no jagged cuts.
                             3.4.12.   Port Bond strength: > 10 lb.
                             3.4.13.   Final leak test: inline pressure decay
                                       testing.
         3.5.     Packaging Requirements.
                   3.5.1.   Assemblies are to be placed in a double poly lined
                            shipper in a manner that precludes damage during
                            shipping and handling. The inner poly liner must be
                            tied (or otherwise fastened) closed. The outer liner
                            must be closed to prevent contamination.
                   3.5.2.   No more than 1 product lot is to be contained within
                            a shipper.
                   3.5.3.   Refer to individual purchase specifications for
                            labeling of the shipment (shipper and packing slip)
                            and for the quantity of assemblies per container.


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                                                                    Page 5 of 6

HemaSure                             PART           DOC NO.           REV
                                 SPECIFICATION       PS H00001           C
SUBJECT   Assembly, r\LS Blood Bag, 4 Port,         DATE              RCA
600 mL, with Pillow Bag                            9/20/99              1523



         3.6.     Regulatory Requirements.
                   3.6.1.   Supplier must maintain a device history record (DHR)
                            for the assembly which satisfies the requirements of
                            FDA's Medical Device Quality System Final Rule (21
                            CFR 820.184).
                   3.6.2.   The DHR must also indicate that each lot conforms
                            with the specified particulate levels and testing
                            protocol.
                   3.6.3.   Supplier will perform environmental monitoring of
                            all cleanroom areas used in the manufacture of the
                            blood bag assembly. Monitoring will include
                            particulate and microbiological surveys at supplier
                            defined frequency. Results of the monitoring will be
                            made available to HemaSure for review.

         3.7.     References.
                   3.7.1.   Refer to individual purchase specifications for any
                            unique labeling and packaging.
                   3.7.2.   HemaSure Test Specification TS H00006, 600 ml Blood
                            Bag.

                   3.7.3.   ISO 3826 Plastics collapsible containers for human
                            blood and blood components.
                   3.7.4.   ISO 10993 Biological Evaluation of Medical Devices.
                   3.7.5.   USP XXIII.
                   3.7.6.   US Federal Standard 209E Airborne Particulate
                            Cleanliness Classes in Cleanrooms and Clean Zones.
                   3.7.7.   Tappi - TC13, T437 methodology.
                   3.7.8.   21 CFR 820 FDA Medical Device Quality System Final
                            Rule.
                   3.7.9.   Blood Bag Testing Protocol TP H00030.
                   3.7.10.  Blood Bag Testing Form H148.
         3.8.     Quality Certification.
                   3.8.1.   A copy of the Quality Certification must be included
                            with each shipment of bags. The content of the
                            Quality Certification is specified in the individual
                            Purchase Specifications and is agreed to by HemaSure
                            and the supplier by signing the Purchase Spec.
                            document.
                   3.8.2.   A member of supplier's QA department must sign the
                            Quality Certification.

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                                                                    Page 6 of 7
HemaSure                             PART           DOC NO.           REV
                                 SPECIFICATION       PS H00001           C
SUBJECT   Assembly, r\LS Blood Bag, 4 Port,         DATE              RCA
600 mL, with Pillow Bag                            9/20/99              1523

[DRAWING OMITTED]


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<PAGE>
                                                                    Page 7 of 7
HemaSure                             PART           DOC NO.           REV
                                 SPECIFICATION       PS H00001           C
SUBJECT   Assembly, r\LS Blood Bag, 4 Port,         DATE              RCA
600 mL, with Pillow Bag                            9/20/99              1523



        REVISIONS
<TABLE>
<CAPTION>
<S>                 <C>                       <C>


     Rev            RCA - Date Released                      Description
      C               1523 / 9-21-99          Change length reference dimensions of tube sleeve,
                                              outlet tubing, air bag tubing per GCM.  Encompass
                                              range suitable for both vendors.  See Sections 3.4.5
                                              chart, 3.4.8.1. drawing.
      B               1477 / 5/26/99          See RCA 1477.
      A               1473 / 5/26/99          See RCA 1473.
      -               1461 / 4/14/99          Released - See RCA 1461.
</TABLE>





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<PAGE>



                                                   ATTACHMENT F

                                            MINIMUM PURCHASE SCHEDULE*

<TABLE>

<S>                                       <C>               <C>              <C>

Product/Agreement Year Ending             12/31/2000        12/31/2001       12/31/2002

1.  Assembly, r\LS Blood Bag, 4 Port,     1.8mm              3.0mm              3.0mm
600ml with Pillow bag.

2.  Assembly, r\LS, Part Number:          1.00mm              2.0mm             2.00mm
RLSDR0030, (Non Sterile)


</TABLE>
























o        SUBJECT TO ARTICLE II, SECTION 7(b).


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<PAGE>