Exhibit 10.28


                       MANUFACTURING AND SUPPLY AGREEMENT

         WITNESSETH, THIS MANUFACTURING AND SUPPLY AGREEMENT (the
"Agreement") entered into effective as of the 22nd day of December, 1999
("Effective Date"), by and between FILTERTEK INC., a Delaware corporation with
an office and principal place of business at 11411 Price Road, Hebron, IL 60034
("Filtertek"); and HEMASURE INC., a Delaware corporation with an office and
principal place of business at 140 Locke Drive, Marlborough, MA 01752
("HemaSure"). Filtertek and HemaSure may be referred to hereinafter individually
as a "party" or collectively as the "parties."

         WHEREAS, Filtertek desires to manufacture and supply to HemaSure and
HemaSure desires to purchase from Filtertek all of HemaSure's requirements for
the manufacture and supply of Leukoreduction Filters, as defined herein,
pursuant to and in compliance with all of the terms and conditions set forth
herein; and

         WHEREAS, Filtertek shall make a capital investment in the
Semi-Automated Cell - Phase 1 and may make capital investments in the
Semi-Automated Cell - Phase 2 and two Automated Cells - Phase 3, as those terms
are defined herein, in exchange for, among other things, HemaSure granting
exclusive manufacturing rights to the Leukoreduction Filters for a period of
time and upon certain conditions as 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.       "Products" shall mean the products listed on Attachment A, attached
         hereto and hereby incorporated by reference, as amended in a writing
         signed by both parties from time to time.

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


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3.       "Product Specifications" shall mean the Product specifications 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, which in all cases, shall be deemed to 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.

4.       "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.

5.       "Actual Annual Purchases" for any respective Agreement Year shall mean
         the amount of each Product actually purchased by HemaSure from
         Filtertek as determined by release orders for the Products issued by
         HemaSure and accepted by Filtertek during that Agreement Year.

6.       "Leukoreduction Filter" shall mean the filters used for pre-storage
         reduction of the level of leukocytes in blood to trace levels currently
         designated as r\Ls, and any revisions, derivatives, or improvements
         thereto.

7.       "Operational Date" shall mean the date that a particular Production
         Cell is capable of producing a certain amount of units for a defined
         period of time and Filtertek has completed the validation for that
         particular Production Cell. The Operational Date for the Semi-Automated
         Cell - Phase 1 shall be the date upon which the Semi-Automated Cell -
         Phase 1 has produced 10,000 units per day for a period of five
         continuous days and Filtertek has submitted its validation documents to
         HemaSure. The Operational Date for the Semi-Automated Cell - Phase 2
         shall be the date upon which the Semi-Automated Cell - Phase 2 has
         produced 20,000 units per day for a period of five continuous days and
         Filtertek has submitted its validation documents to HemaSure. The
         Operational Date for each Automated Cell - Phase 3 shall be the date
         upon which the respective Automated Cell - Phase 3 has produced 20,000
         units per day for a period of five continuous days and Filtertek has
         submitted its validation documents for the respective Automated Cell -
         Phase 3 to HemaSure.

8.       "Semi-Automated Cell - Phase 1" shall mean the production concept
         described and the production equipment and automation set forth in
         Attachment D attached hereto and hereby incorporated by reference, as
         amended in a writing signed by both parties from time to time.


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9.       "Semi-Automated Cell - Phase 2" shall mean the production concept
         described and the production equipment, tooling, and automation set
         forth in Attachment H attached hereto and hereby incorporated by
         reference, as may be amended in a writing signed by both parties from
         time to time.

10.      "Automated Cell - Phase 3" shall mean the production concept described
         and the production equipment, tooling, and automation set forth in
         Attachment E attached hereto and hereby incorporated by reference, as
         may be amended in a writing signed by both parties from time to time.

11.      "Manual System" shall mean the production equipment set forth in
         Attachment I (with the exceptions of Steps 1 and 2 as provided in
         Section 5(g) of Article II) attached hereto and hereby incorporated by
         reference, as may be amended in a writing signed by both parties from
         time to time.

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

13.      "Manufacturing Technology" shall mean those specific proprietary rights
         in the molds, drawings, manufacturing processes, know-how, show-how and
         technical data related to the manufacturing and production of the
         Products set forth and identified on Attachment G attached hereto and
         hereby incorporated by reference, as may be amended in a writing signed
         by both parties from time to time.

14.      "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). For Filtertek "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.

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15.      "Annual Production Capacity" shall mean, at the applicable measurement
         date, Filtertek's then current annual production capacity for the
         Products defined as operating 3 shift(s) per day, 5 days per week, 50
         weeks per year, utilizing equipment existing at the time of such
         calculation. Filtertek's current Annual Production Capacity for the
         Products is set forth in Attachment A. After the Operational Date for
         the Semi- Automated Cell - Phase 1, the Annual Production Capacity
         shall include without limitation the incremental capacity associated
         with the Semi-Automated Cell - Phase 1. After the Operational Date for
         the Semi-Automated Cell - Phase 2, the Annual Production Capacity shall
         include without limitation the incremental capacity associated with the
         Semi-Automated Cell - Phase 2. After the Operational Date for each
         Automated Cell - Phase 3, the Annual Production Capacity shall include
         without limitation the incremental capacity associated with the
         respective operational Automated Cell - Phase 3.

16.      "Material Review Board" shall mean any internal board, committee, or
         other group of Filtertek employees authorized to review and approve raw
         materials used in the Products (excluding, in the case of approval,
         with respect to the HemaSure Materials).

17.      "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.

18.      "COBE" shall mean 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.

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


                                   ARTICLE II
                               SUPPLY ARRANGEMENTS

         1. Production of Products. Filtertek shall manufacture and supply the
Products solely in accordance with the Product Specifications supplied by
HemaSure. Although the obligation to fabricate the Products conforming to
Product Specifications belongs exclusively to Filtertek, 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. Filtertek shall make no deviations or changes from the Product
Specifications or perform with any waivers from the Material Review Board
without HemaSure's prior approval.


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         2. Product Pricing. Product Pricing shall be fixed for the first three
Agreement Years with the exception that Filtertek may increase or decrease the
Product Pricing on account of, and solely to the extent of, raw material price
increases or decreases no more than once per Agreement Year during any
respective Agreement Year, and in any such case, no more than five percent (5%)
of the applicable Product Pricing. Any such Product Pricing increase or decrease
shall not exceed the actual amount of the applicable percentage increase or
decrease in raw material prices included in Product Pricing for that respective
Agreement Year as evidenced by Filtertek's written records, which shall be
provided to HemaSure (it being understood that the applicable percentage
increase or decrease shall relate solely to the raw material components, and not
the full Product Pricing). Any such Product Pricing increase or decrease shall
take effect upon thirty (30) days advance written notice to HemaSure.

         (a)      In addition, at the end of every Agreement Year Filtertek
                  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 B for that respective Agreement Year (and shall
                  promptly provide to HemaSure a detailed, written copy of such
                  comparison). In the event Actual Annual Purchases of Products
                  exceed said quantities for that respective Agreement Year,
                  then Filtertek shall issue a rebate or a credit to HemaSure in
                  accordance with the quantity pricing set forth on Attachment
                  B. In the event Actual Annual Purchases are less than said
                  quantities for that respective Agreement Year, then Filtertek
                  shall issue a debit to HemaSure in accordance with the
                  quantity pricing set forth on Attachment B. Filtertek 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 Filtertek shall
                  not be obligated in any of the following Agreement Years to
                  waive or reduce any future debit.

         (b)      After the first three Agreement Years, Product Pricing shall
                  be subject to additional adjustments to account for increases
                  or decreases in Filtertek's overhead costs that are evidenced
                  by Filtertek's written records which shall be provided to
                  HemaSure. Such overhead costs shall include without limitation
                  costs associated with government mandated benefits, payroll
                  taxes, electricity and other utilities. At least one hundred
                  twenty (120) days prior to the commencement of any Agreement
                  Year, Filtertek shall provide written notice (setting forth
                  reasonable detail) to HemaSure of projected increases or
                  decreases to the Product Pricing for the upcoming respective
                  Agreement Year. The parties hereby agree to negotiate in good
                  faith and to agree upon Product Pricing for each such
                  respective Agreement Year and to amend Attachment B each
                  Agreement Year accordingly. In the event no agreement on
                  Product Pricing is reached prior to the commencement of any
                  respective Agreement Year, and for so long as such
                  disagreement continues or the disagreement shall not have been

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                                       5

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                  resolved pursuant to Section 12(b) of Article III then
                  Filtertek may upon thirty (30) days advance written notice to
                  HemaSure increase Product Pricing by the lesser of (i) the
                  increase in the Producers Price Index for the previous
                  respective Agreement Year or (ii) three percent (3%).

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

         3. Delivery. 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 Filtertek. If a delivery is not
expected to be made "on-time," as defined herein, Filtertek shall notify
HemaSure and shall take all reasonable steps at its own cost to expedite
delivery.

         4. Supply and Capacity Commitments. HemaSure shall utilize Filtertek as
its exclusive manufacturer and supplier for Leukoreduction Filters throughout
the term of this Agreement such that HemaSure purchases all of its requirements
for the Leukoreduction Filters from Filtertek, subject to HemaSure's rights to
terminate such exclusivity, as provided herein. HemaSure shall purchase at least
the minimum quantity of Leukoreduction Filters from Filtertek as provided in
Section 7 of Article II. Filtertek shall utilize HemaSure as its exclusive buyer
for Leukoreduction Filters and shall use its best efforts to supply all of
HemaSure's requirements. However, Filtertek shall not be obligated to
manufacture and/or sell to HemaSure more than 100% of Filtertek's Annual
Production Capacity for the Products. Filtertek and HemaSure shall notify each
other of any events which may impact their respective abilities to supply and
purchase Products including, without limitation, FDA inspections, labor issues,
facility issues and the like. Filtertek shall maintain a two (2) week inventory
of the Products during the term of this Agreement and any extension or renewal
thereof as determined by reference to purchase orders issued by HemaSure and
accepted by Filtertek.

         5.  Production Cells.

         (a)      Semi-Automated Cell - Phase 1. Filtertek shall purchase all
                  equipment associated with the Semi-Automated Cell - Phase 1
                  and shall hold sole and exclusive title to the Semi-Automated
                  Cell - Phase 1 except as provided otherwise herein. The
                  purchase price of the Semi-Automated Cell - Phase 1 shall not
                  exceed and is estimated to be Five Hundred Sixty Thousand
                  Dollars ($560,000). The incremental Annual Production Capacity
                  of the Semi-Automated Cell - Phase 1 is projected to be
                  2,400,000 units. The Semi-

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                  Automated Cell - Phase 1 is projected to be ordered in
                  December 1999 and estimated to be operational by March 31,
                  2000.

         (b)      Semi-Automated Cell - Phase 2. Upon the occurrence of the
                  following conditions, Filtertek shall purchase all equipment,
                  tooling, and automation associated with the Semi-Automated
                  Cell - Phase 2 and shall hold sole and exclusive title to the
                  Semi-Automated Cell - Phase 2 except as provided otherwise
                  herein. The purchase price of the Semi-Automated Cell - Phase
                  2 shall not exceed and is estimated to be Two Million Six
                  Hundred Seventy Thousand Dollars ($2,670,000) not inclusive of
                  any Filtertek facility improvements required for the
                  Semi-Automated Cell - Phase 2. The incremental Annual
                  Production Capacity of the Semi-Automated Cell - Phase 2 is
                  projected to be 5,000,000 units. The Semi-Automated Cell -
                  Phase 2 is projected to be ordered in December 1999 and
                  estimated to be operational by July 31, 2000. Filtertek shall
                  purchase the Semi-Automated Cell - Phase 2 upon the occurrence
                  of the following conditions:

                  (1)      Receipt by Filtertek by December 31, 1999 of a
                           blanket purchase order from HemaSure for at least
                           2,000,000 units for Agreement Year (calendar year)
                           2000; and
                  (2)      Approval of the capital expenditure for the
                           Semi-Automated Cell - Phase 2 by ESCO Electronics
                           Corporation (which approval Filtertek reasonably
                           believes shall be obtained reasonably promptly
                           following the date hereof).

         (c)      First Automated Cell - Phase 3. Upon completion of all
                  automation, the Semi- Automated Cell - Phase 2 shall become
                  the first Automated Cell - Phase 3. Filtertek shall purchase
                  all equipment associated with the first Automated Cell - Phase
                  3 and shall hold sole and exclusive title to the first
                  Automated Cell - Phase 3 except as provided otherwise herein.
                  The incremental Annual Production Capacity of the first
                  Automated Cell - Phase 3 is projected to be 5,000,000 units.
                  The first Automated Cell - Phase 3 is projected to be ordered
                  in April 2000 and estimated to be operational by September 30,
                  2000. HemaSure must provide the HemaSure Materials, including
                  without limitation, the particle trap layer in roll form, in
                  order for Filtertek to implement the Automated Cell - Phase 3.

         (d)      Second Automated Cell - Phase 3. Upon the occurrence of the
                  following conditions, Filtertek shall purchase all equipment,
                  tooling, and automation associated with the second Automated
                  Cell - Phase 3 and shall hold sole and exclusive title to the
                  second Automated Cell - Phase 3 except as provided otherwise
                  herein. The purchase price for the second Automated Cell -
                  Phase 3 shall not exceed and is estimated to be Two Million
                  Five Hundred Four

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                  Thousand Dollars ($2,504,000) not inclusive of any Filtertek
                  facility improvements required for the second Automated Cell -
                  Phase 3. The incremental Annual Production Capacity of the
                  second Automated Cell - Phase 3 is projected to be 5,000,000
                  units. The second Automated Cell - Phase 3 is projected to be
                  ordered in July 2000 and estimated to be operational by April
                  30, 2001. Filtertek may elect to purchase the second Automated
                  Cell - Phase 3 upon the occurrence of the following
                  conditions:

                  (1)      Receipt by Filtertek by September 30, 2000 of a
                           blanket purchase order from HemaSure for at least
                           3,000,000 units for Agreement Year (calendar year)
                           2001; and
                  (2)      Approval of the capital expenditure for the second
                           Automated Cell - Phase 3 by ESCO Electronics
                           Corporation; and
                  (3)      Neither the FDA, HemaSure, Filtertek, the American
                           Red Cross, COBE, nor any other customer of HemaSure
                           or end user of the Products has initiated, undertaken
                           or participated in a material recall associated with
                           any significant, uncurable technical problem for any
                           of the Products; and
                  (4)      The FDA has completed its PMI of any incident reports
                           arising from use of the Products and no such PMI's
                           are pending; and
                  (5)      No court of competent jurisdiction has ordered
                           injunctive relief, entered a damages award, or issued
                           a materially adverse decision against HemaSure
                           arising out of or in connection with any patent
                           litigation associated with the Leukoreduction Filters
                           that prevents HemaSure from selling the Products (and
                           any such injunctive relief shall not have been
                           lifted); and
                  (6)      HemaSure has continued and continues to purchase at
                           least eighty percent (80%), or such other percentage,
                           if any, that HemaSure is obligated to purchase
                           hereunder, of Filtertek's Annual Production Capacity
                           as evidenced by shipments against the blanket
                           purchase order for Agreement Year 2000; and
                  (7)      Neither party is in material breach of any provision
                           of this Agreement and any breaches of this Agreement
                           that have occurred have been cured as provided
                           herein.

         (e)      In the event Filtertek elects to not order the Semi-Automated
                  Cell - Phase 2, the first Automated Cell - Phase 3, and/or the
                  second Automated Cell - Phase 3, then HemaSure may (i)
                  manufacture the Products or pursue alternate suppliers for the
                  Products to meet its requirements and (ii) terminate
                  Filtertek's rights to exclusivity under this Agreement,
                  provided that HemaSure shall continue to purchase at least
                  eighty percent (80%) of Filtertek's Annual Production Capacity
                  until the termination, expiration, or non-renewal of this
                  Agreement.

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         (f)      Remedies for Schedule/Estimate Failure by Filtertek.

                  (1)      Exclusivity. In the event that Filtertek fails to
                           meet an estimated Operational Date for any particular
                           Production Cell by three (3) months or more or in the
                           event that the respective incremental Annual
                           Production Capacity for any particular Production
                           Cell is less than ninety percent (90%) of the
                           estimated capacity as provided herein, then HemaSure
                           may (i) manufacture the Products or pursue alternate
                           suppliers for the Products to meet its requirements
                           and (ii) terminate Filtertek's rights to exclusivity
                           under this Agreement, provided that HemaSure shall
                           continue to purchase at least seventy percent (70%)
                           of Filtertek's Annual Production Capacity until the
                           termination, expiration, or non-renewal of this
                           Agreement. For purposes of this subsection only,
                           Filtertek may elect, at its expense, to run the
                           Production Cells beyond 5 days per week, 50 weeks per
                           year in order to achieve at least ninety percent
                           (90%) of the estimated capacity provided herein.
                           Further in the event that Filtertek's failure as
                           described in this subsection causes a material change
                           in HemaSure's customer order rate as evidenced by
                           HemaSure's written records which shall be provided to
                           Filtertek, then HemaSure shall not be obligated to
                           utilize seventy percent (70%) of Filtertek's Annual
                           Production Capacity, but rather the parties shall
                           mutually agree to an equitable level of commitment
                           from HemaSure to Filtertek's Annual Production
                           Capacity.

                  (2)      Product Pricing. In the event that Filtertek fails to
                           meet an estimated Operational Date for any particular
                           Production Cell as provided herein by two months or
                           more, then the mutually agreed upon invoiced Product
                           Pricing as provided in Attachment B and any
                           rebate/debit calculation provided in Section 2(a) of
                           this Article II shall be adjusted as if that
                           particular Production Cell were operational as of the
                           date that is two (2) months from the estimated
                           Operational Date.

                  (3)      HemaSure shall neither terminate Filtertek's
                           exclusivity hereunder nor receive the Product Pricing
                           consideration described above to the extent any delay
                           or other failure in Filtertek's performance is caused
                           by (i) modifications, alterations, or other changes
                           to the design, manufacturing, or production of the
                           Products or their packaging by HemaSure or at
                           HemaSure's request, (ii) HemaSure's failure to supply
                           the HemaSure Materials including without limitation
                           supplying the particle trap layer in rolls as
                           provided herein, (iii) other acts or omissions of
                           HemaSure, or (iv) events described in the Section 10
                           of Article III and titled Force Majeure.

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                  (4)      The parties acknowledge and agree that, except in the
                           case of bad faith or willful misconduct, the remedies
                           provided in this subsection are the sole and
                           exclusive remedies for HemaSure in the event of a
                           failure by Filtertek to meet an estimated Operational
                           Date or an estimated incremental Annual Production
                           Capacity for any particular Production Cell.

         (g)      HemaSure Pilot Production Cell. No sooner than six (6) months
                  after the Operational Date for the second Automated Cell -
                  Phase 3 HemaSure may upon written notice to Filtertek request
                  that the Manual System be relocated to HemaSure's designated
                  facility for pilot production, prototype production, and
                  production of low volume specials of the Products by HemaSure.
                  The Manual System shall not include the presses and support
                  equipment owned by Filtertek nor the tooling owned by HemaSure
                  utilized for the molding of inlet and outlet housings (Steps 1
                  and 2 of Attachment I). Filtertek shall supply inlet and
                  outlet housings to HemaSure at mutually agreed upon terms.
                  HemaSure shall pay Filtertek the net book value for the Manual
                  System and shall pay for the costs or other expenses related
                  to the removal, packaging, shipping, installation, and
                  start-up of the Manual System at HemaSure's designated
                  facility.

         (h)      If any modifications, alterations or other changes are made to
                  the Products by HemaSure or at HemaSure's request which result
                  in modifications, alterations or other changes to the
                  Semi-Automated Cell - Phase 1, the Semi-Automated Cell - Phase
                  2, the first Automated Cell - Phase 3, or the second Automated
                  Cell - Phase 3 (the "Production Cells"); then such
                  modifications to the Production Cells shall be made at
                  HemaSure's expense and Filtertek shall have additional time to
                  perform its obligations hereunder as is reasonable under the
                  circumstances.

         (i)      The parties shall meet on a periodic basis to discuss future
                  capacity increases. Any such future capacity increases shall
                  be mutually agreed to by both parties.

         6. Forecasts to Filtertek. HemaSure shall submit to Filtertek, on a
quarterly basis, good faith, written forecasts setting forth projected purchases
of the Products 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 not be bound to purchase Products on
account of such forecasts.

         7. Ordering. HemaSure shall submit a blanket purchase order by
September 30 of each year setting forth its minimum purchase requirements for
the following Agreement Year. The blanket orders for Agreement Years 2000 and
2001 shall be as set forth in Section 5 of
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this Article II. The blanket orders for all five Agreement Years shall total at
least fifteen million (15,000,000) units.

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

         (b)      In the event HemaSure fails to purchase pursuant to release
                  orders the quantity of Products designated in the blanket
                  order for any respective Agreement Year, then the remaining
                  number of Products necessary to meet the quantity designated
                  in the blanket order for that respective Agreement Year shall
                  be added to the purchase quantity in the blanket order for the
                  subsequent Agreement Year. In the event that HemaSure fails to
                  purchase the quantity of Products designated in the blanket
                  order for the fifth Agreement Year and any purchase quantities
                  added to that blanket order 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 as are necessary to meet the
                  purchase quantities designated in the blanket order for the
                  fifth Agreement Year and any purchase quantities added to that
                  blanket order from previous Agreement Years as provided
                  herein.

         8. HemaSure Supplied Materials. HemaSure shall provide Filtertek with a
continuous supply of the HemaSure Materials at no cost to Filtertek such that
Filtertek can produce the Products in quantities sufficient to meet HemaSure's
requirements of submitted and accepted purchase orders. In addition, HemaSure
shall make reasonable efforts to control or eliminate defects in the HemaSure
Materials. Further, HemaSure shall obtain and maintain an FDA validation for the
HemaSure Materials and shall provide Filtertek with advance written notice of
any changes in source, grade or quality of the HemaSure Materials. Filtertek's
failure to supply HemaSure with Products, failure to meet the Operational Date
for any particular Production Cell, 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 shall maintain a two (2) week inventory of the HemaSure
Materials during the term of this Agreement and any extension or renewal thereof
as determined by reference to purchase orders for the Products issued by
HemaSure and accepted by Filtertek.

         9. Shipping. All Product shipments shall be EX WORKS (Incoterms 1990),
Filtertek's manufacturing facility. Risk of loss shall pass to HemaSure at such
time as the Products are delivered to the carrier at Filtertek's facilities.
HemaSure shall arrange for a carrier and mode of shipment. Filtertek shall
validate a packaging method to assure that the Products arrive at HemaSure's
designated facility integral and intact. All freight, insurance and

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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 delivered by Filtertek hereunder shall be
                  subject to reasonable inspection and test by HemaSure or such
                  receiving entities in order to determine that the Products
                  comply with the Product Specifications; provided, however,
                  HemaSure shall notify Filtertek in writing of any defects in
                  any shipment of Products within 30 business days of the date
                  of delivery at HemaSure's designated manufacturing site. If
                  HemaSure does not notify Filtertek of any such defects within
                  such time, the Products shall be deemed accepted.

         (b)      Filtertek shall validate each new Production Cell and
                  associated molds and tooling prior to commencement of shipping
                  any Product to HemaSure from the new Production Cell.
                  Filtertek shall generate a plan for validation and shall
                  submit all validation documentation to HemaSure prior to
                  commencement of shipping any Product to HemaSure from the new
                  Production Cell. For molds in particular, a CpK > 1.33 for
                  each cavity for critical dimensions is considered in control
                  and validated. In addition, Filtertek shall assemble molded
                  components for validation.

         11. Quality Control. Filtertek shall operate and maintain its
manufacturing operations in a sound state of control in compliance with
applicable FDA, QSR, ISO9001 and/or CEEN46001 regulations. HemaSure and its
customers shall have the right, but not the obligation, to conduct periodic
audits of all sites under Filtertek's control involved with manufacturing the
Product. Filtertek shall provide reasonable access to Filtertek'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 sixty (60) 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.

         12. Payment. Payment terms for all Products purchased pursuant to this
Agreement shall be net 30 days. Filtertek reserves the right to withhold
shipment of Products or to ship Products C.O.D. until full payment is received
for any outstanding amounts.


902773.3
                                      12

<PAGE>

         13.  Limited Warranty.

         (a)      All Products sold by Filtertek shall be warranted to comply
                  with the Product Specifications and be free of manufacturing
                  defects, with the exception of the HemaSure Materials, for a
                  period of one year after shipment of the Products to HemaSure.
                  HemaSure warrants that the HemaSure Materials supplied to
                  Filtertek comply with the Product Specifications and be free
                  of manufacturing defects. THE FOREGOING WARRANTY IS IN LIEU OF
                  AND EXCLUDES ALL OTHER WARRANTIES NOT EXPRESSLY SET FORTH
                  HEREIN, WHETHER EXPRESS OR IMPLIED BY OPERATION OF LAW OR
                  OTHERWISE INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF
                  MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE. IN NO EVENT
                  SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR
                  INCIDENTAL, CONSEQUENTIAL, SPECIAL OR INDIRECT DAMAGES
                  INCLUDING, WITHOUT LIMITATION, LOST BUSINESS, PROFITS OR
                  DAMAGES ARISING FROM OR CONNECTED WITH LOSS OF GOODWILL.
                  NOTHING HEREIN SHALL BE DEEMED TO LIMIT OR RESTRICT THE
                  RESPECTIVE RIGHTS OR OBLIGATIONS OF THE PARTIES UNDER SECTIONS
                  2 AND 6(c) OF ARTICLE III WITH RESPECT TO BREACHES OF THE
                  PRODUCT WARRANTY DESCRIBED HEREIN.

         (b)      Filtertek's liability under the foregoing warranty to HemaSure
                  is hereby expressly limited to the repair or replacement of
                  any Products found to be non- compliant with the Product
                  Specifications or, at Filtertek's election, to the repayment
                  of, or crediting HemaSure with, an amount equal to the
                  purchase price for said Products, except as otherwise
                  specifically provided herein.

         (c)      Filtertek shall not be liable for any damages or loss due to
                  fire, flood, acts of God and other natural calamities,
                  strikes, lockouts, accidents, riots, insurrections, theft,
                  arson, vandalism, criminal acts, tampering, abuse,
                  incompatible applications or other misuse.

         (d)      Prior to returning any non-compliant Products to Filtertek,
                  HemaSure shall obtain a return goods authorization number from
                  Filtertek and return said Products to Filtertek with a
                  detailed description of the non-compliance and any
                  accompanying data or samples regarding such non-compliance.
                  Any claim made by HemaSure under this warranty shall be made
                  in writing to Filtertek within ninety (90) days of the date
                  HemaSure discovered or should have discovered with the
                  exercise of reasonable care such non-compliance.

         14. Production Cell Implementation and Validation. Filtertek shall
provide reasonable access to its facilities for HemaSure's employees and
consultants to participate in
902773.3
                                       13

<PAGE>

Production Cell implementation and validation processes. HemaSure's employees
and consultants shall not unreasonably interfere with Filtertek's operations and
shall observe all safety and/or work rules of Filtertek. Further, Filtertek may
require HemaSure's employees and consultants to execute confidentiality
agreements to protect Filtertek's Confidential Information.


                                   ARTICLE III
                                  MISCELLANEOUS

         1. Intellectual Property. All intellectual property of Filtertek which
shall include, without limitation, any inventions, patents, improvements,
trademarks, service marks, mask works, copyrights, trade secrets, the
Manufacturing Technology, or other proprietary information of any kind shall
remain the sole and exclusive property of Filtertek. Filtertek 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 processing, 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 design and construction of the Products.

         2. Indemnification. Filtertek's liability, with the exception of this
indemnification provision, shall be limited pursuant to and in compliance with
the section titled Limited Warranty to the repair or replacement of any Products
or, at Filtertek's election, to the repayment of, or crediting HemaSure with, an
amount equal to the purchase price for said Products. The provisions of this
indemnification section shall survive the termination, expiration, or
non-renewal of this Agreement.

         (a)      HemaSure represents and warrants to Filtertek that the
                  Products will not infringe any United States or foreign
                  patents, trademarks (but only United States trademarks), trade
                  secrets, copyrights, or other proprietary rights of any kind.
                  HemaSure shall defend, indemnify and hold Filtertek harmless
                  from any loss, cost, damage, expense or liability of any kind
                  including, without limitation, attorneys' fees and court costs
                  on account of claims or actions brought by third parties
                  against Filtertek, in each case subject to paragraph (d)
                  below, whether based in whole or in part, on account of
                  infringement or alleged infringement related to the Products
                  of any United States or foreign patents, trademarks, trade
                  secrets, copyrights, or other proprietary rights of any kind;
                  provided that

902773.3
                                      14

<PAGE>


                  Filtertek has manufactured the Products in compliance with the
                  Product Specifications. Without limiting the foregoing, the
                  indemnification shall specifically include the following
                  litigation:

                  (1)      COBE BCT, Inc, et al. v. Pall Corporation, Case No.
                           99-CV-675, currently pending in the U.S. District
                           Court for the District of Colorado.
                  (2)      Pall Corporation v. HemaSure, et al., Case No.
                           99-2350 (LDW/VVP), currently pending in the U.S.
                           District Court for the Eastern District of New York.

         (b)      Other than as set forth in subparagraph (a) of this section,
                  HemaSure agrees to indemnify and hold harmless Filtertek and
                  its directors, officers and employees from and against any and
                  all losses, costs, damages, fees and expenses arising out of
                  the development, manufacture or sales of the Product, but only
                  to the extent such losses, costs, damages, fees, and expenses
                  were incurred as a result of the negligence, gross negligence,
                  recklessness, willful misconduct, or bad faith of HemaSure,
                  provided that HemaSure shall have the right to control the
                  defense or settlement of any claim for which Filtertek is
                  entitled to indemnification hereunder. HemaSure shall not be
                  liable for any litigation costs or expenses incurred by
                  Filtertek (or its directors, officers or employees) without
                  HemaSure's prior written consent. Notwithstanding the
                  foregoing, HemaSure shall not be required to indemnify
                  Filtertek for matters which HemaSure is indemnified by
                  Filtertek hereunder.

         (c)      Filtertek represents and warrants that it does not use any of
                  its United States or foreign patents, trademarks, or
                  copyrights of any kind in the manufacture of the Products.
                  Filtertek 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 development, manufacture or sales of the Product, but only
                  to the extent such losses, costs, damages, fees, and expenses
                  were incurred as a result of the negligence, gross negligence,
                  recklessness, willful misconduct, or bad faith of Filtertek,
                  provided that Filtertek shall have the right to control the
                  defense or settlement of any claim for which HemaSure is
                  entitled to indemnification hereunder. Filtertek shall not be
                  liable for any litigation costs or expenses incurred by
                  HemaSure (or its directors, officers or employees) without
                  Filtertek's prior written consent. Notwithstanding the
                  foregoing, Filtertek shall not be required to indemnify
                  HemaSure for matters which Filtertek is indemnified by
                  HemaSure hereunder.

         (d)      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


902773.3
                                      15

<PAGE>

                  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.

         (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

902773.3
                                      16

<PAGE>



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


902773.3
                                      17

<PAGE>

         (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 Filtertek such product liability
policy shall extend to Products manufactured and sold to HemaSure. For HemaSure
such product liability policy shall extend to the design of the Products and to
the HemaSure Materials provided to Filtertek.

                  (iii) Filtertek agrees to maintain full replacement value "All
Risk" property insurance on all property and equipment of Filtertek used by
Filtertek at Filtertek's facilities under this Agreement, and further said
property insurance shall insure at all times all Products being manufactured and
Filtertek agrees to waive any right of subrogation for loss or damage to any of
Filtertek's property at, on, or in Filtertek's facilities. Filtertek agrees to
obtain, if required in such property insurance, a waiver of subrogation in favor
of HemaSure. Said


902773.3
                                      18

<PAGE>

property insurance shall include Business Interruption and Extra Expense
coverage for such losses arising from loss or damage to aforementioned Filtertek
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 five (5) Agreement Years unless extended for an
additional sixth Agreement Year pursuant to Section 7 of Article II. Thereafter,
this Agreement shall renew for additional successive one (1) 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 90 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 makes any
                  materially false or misleading statement, representation or
                  claim; with respect to the subject matter of this agreement
                  and such party ability to perform thereunder;

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

         (e)      by Filtertek in the event HemaSure fails to pay any
                  indebtedness which is due and payable and which failure is not
                  remedied within 60 days following notice;

         (f)      by HemaSure in the event Filtertek fails to supply (i) any
                  single product shipment within 60 days of its scheduled supply
                  date as evidenced in a release order issued by HemaSure and
                  accepted by Filtertek, or (ii) more than fifty


902773.3
                                      19

<PAGE>

                  (50%) percent of product shipments "on-time," as defined
                  herein, with respect to those shipments' respective scheduled
                  supply dates as evidenced in release orders issued by HemaSure
                  and accepted by Filtertek, for any two month period and, in
                  both cases, for reasons other than those set forth in the
                  section titled Force Majeure or for reasons other than those
                  attributable to HemaSure including without limitation
                  HemaSure's failure to supply the HemaSure Materials; and/or

         (g)      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)      Except in the event of a valid termination of this Agreement
                  by HemaSure under the foregoing subsection (8) (in which case
                  HemaSure may (but shall not be required) in its sole
                  discretion, cause Filtertek to sell to HemaSure the system and
                  cells as provided below), Filtertek may sell to HemaSure and,
                  if Filtertek deems to do so, HemaSure shall purchase from
                  Filtertek the Manual System (if not transferred earlier as
                  provided herein), the Semi-Automated Cell - Phase 1, the
                  Semi-Automated Cell - Phase 2, the first Automated Cell -
                  Phase 3, and the second Automated Cell - Phase 3 for the net
                  book value of the respective Production Cells plus Three
                  Hundred Thousand Dollars ($300,000) to compensate Filtertek
                  for costs and expenses associated with discontinuing
                  production of the Products. In addition, HemaSure shall pay
                  for the costs and expenses associated with the removal,
                  packaging, shipping, installation, and start-up of the
                  Production Cells. Attachment J hereto sets forth the agreed
                  upon amortization and depreciation schedule for such system
                  and cells, for the purpose of determining the applicable net
                  book values thereof.

         (c)      After the Production Cells are transferred to HemaSure as
                  provided herein, HemaSure may utilize the Production Cells and
                  the Manufacturing Technology for production of the Products at
                  HemaSure's facilities provided HemaSure pays a royalty to
                  Filtertek of (i) $0.10 per unit for the first four (4) years
                  after the termination, expiration, or non-renewal of this
                  Agreement and (ii) $0.07 per unit thereafter, provided,
                  however, that the Royalty to Filtertek in the event that



902773.3
                                      20

<PAGE>

                  the production cells are transferred to HemaSure following a
                  termination of this Agreement by HemaSure under the foregoing
                  subsection (8) shall be $0.05 per unit. HemaSure shall remit
                  such royalties on a quarterly basis along with a written
                  report of units produced for that quarter. Filtertek shall
                  have the right, but not the obligation, to audit HemaSure's
                  written records associated with production of the Products to
                  verify the amount of royalties paid.

         (d)      Filtertek shall provide reasonable and necessary training to
                  HemaSure or HemaSure's designee at HemaSure's or HemaSure's
                  designee's facility at HemaSure's expense in the form of up to
                  two (2) technical personnel at a rate of $65/hour plus travel
                  expenses and up to one (1) operator at a rate of $40/hour plus
                  travel expenses with a minimum call-out of one eight hour day
                  per visit for each such training personnel.

         (e)      HemaSure shall purchase from Filtertek, Filtertek's inventory
                  of finished Products manufactured in accordance with
                  HemaSure's most recent forecast. Further, HemaSure shall
                  reasonably compensate Filtertek for its work in process, raw
                  material inventory, and non-cancelable raw material
                  commitments reasonably made pursuant to and in compliance with
                  HemaSure's forecasts.

         (f)      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 of this Agreement. All
                  payments shall be made within thirty (30) days of the
                  effective date of such termination, non-renewal, or expiration
                  provided, however, that payments under subsection (c) shall be
                  made (i) prior to removal of the Production Cells for seventy
                  percent (70%) of the net book value of the Production Cells
                  and the balance of thirty percent (30%) made within thirty
                  (30) days from the date the Production Cells are operational
                  at HemaSure's facility and (ii) within thirty (30) days of the
                  effective date of such termination, non- renewal, or
                  expiration for payments related to Filtertek discontinuing the
                  production of the Products.

         (g)      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.

         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,
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


902773.3
                                      21

<PAGE>

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 60 consecutive days, then the other party may terminate this
Agreement upon 30 day's notice to the other party with a further opportunity to
perform until the date of such termination.

         11. Contingency Planning. In the event of an occurrence as defined in
the Force Majeure section, Filtertek shall make reasonable efforts to relocate
all or a portion of the Production Cells to other Filtertek manufacturing sites.
It is projected that the Semi-Automated Cell - Phase 1 and the first Automated
Cell - Phase 3 shall be located in Hebron, Illinois. It is projected that the
second Automated Cell - Phase 3 shall be located in either Hebron, Illinois or
Patillas, Puerto Rico. The parties shall mutually agree on the establishment of
multiple manufacturing sites.

         12.  Governing Law; Jurisdiction.

         (a)      This Agreement, all transactions executed hereunder, and the
                  legal relations between the parties shall be governed 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 of any dispute or controversy arises between the
                  parties with respect to this Agreement or a breach hereof,
                  then 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 12
                  shall survive the termination, expiration, or non- renewal of
                  this Agreement.

902773.3
                                      22

<PAGE>


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

         14. Supremacy. The terms and conditions of this Agreement take
precedence over all purchase orders and all sales confirmations between
Filtertek 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.

         15. 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.

         16. 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.

         17. 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.

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

         19. 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:


       Filtertek:                                 HemaSure:

       Filtertek Inc.                             HemaSure Inc.
       11411 Price Road                           140 Locke Drive
       Hebron, IL 60034                           Marlborough, MA 01752
       Fax No. 815/648-4705                       Fax No. 508/485-6045
       Attn: Ron Kay                              Attn: John F. McGuire

902773.3
                                      23

<PAGE>

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.

         20. 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.

         21. 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 U.S. mail or courier service at the earliest
reasonable date following the exchange of signature pages by facsimile.

         22. 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 including without limitation the Supply Agreement between the
parties fully executed on December 10, 1998. 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.


902773.3
                                      24

<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.


FILTERTEK INC.:                                     HEMASURE INC.:


/s/ Ronald J. Kay                                   /s/ John F. McGuire III
---------------------------                         ---------------------------
Ronald J. Kay                                       John F. McGuire III
President                                           President & CEO



902773.3
                                      25

<PAGE>



                               LIST OF ATTACHMENTS


Attachment        Name                                 Responsibility to Prepare
----------        ----                                 -------------------------

Attachment A      Product List                         Filtertek

Attachment B      Product Pricing                      Filtertek

Attachment C      Product Specifications               HemaSure

Attachment D      Semi-Automated Cell - Phase 1        Filtertek

Attachment E      Automated Cell - Phase 3             Filtertek

Attachment F      HemaSure Materials                   HemaSure

Attachment G      Manufacturing Technology             Filtertek

Attachment H      Semi-Automated Cell - Phase 2        Filtertek

Attachment I      Manual System                        Filtertek



902773.3

<PAGE>



                                  ATTACHMENT A
                                  PRODUCT LIST


1.       r\Ls

Annual Production Capacity (Manual System) = 760,000 units


902773.3

<PAGE>

<TABLE>


                                                ATTACHMENT B
                                               PRODUCT PRICING



<CAPTION>
Actual Annual                      Manual               S.A.C.(1)             S.A.C.(1)             A.C.(2)
Purchases                          System               Phase 1               Phase 2               Phase 3

<S>                                <C>                  <C>                   <C>                   <C>
Up to 500,000                      $2.20                $2.20                 n/a                   n/a
500,001 to 750,000                 n/a                  $2.00                 n/a                   n/a
750,001 to 1,000,000               n/a                  $1.90                 n/a                   n/a
1,000,001 to 1,500,000             n/a                  $1.80                 n/a                   n/a
1,500,001 to 2,000,000             n/a                  $1.70                 $1.70                 $1.60
2,000,001 to 2,500,000             n/a                  $1.65                 $1.65                 $1.50
2,500,001 to 3,000,000             n/a                  n/a                   $1.50                 $1.40
3,000,001 to 4,000,000             n/a                  n/a                   $1.40                 $1.25
4,000,001 to 5,000,000             n/a                  n/a                   $1.30                 $1.15
5,000,001 to 7,500,000             n/a                  n/a                   $1.20                 $1.05
7,500,001 and above                n/a                  n/a                   $1.10                 $0.95
Start-Up Pricing5                  n/a                  $2.20                 $1.65                 $1.60


1.       "S.A.C." - Semi-Automated Cell.
2.       "A.C." - Automated Cell.
</TABLE>

NOTES:
         (1)      Product Pricing is firm for the first three years of the
                  Agreement, except for material price increases/decreases and
                  as otherwise provided in the Agreement.

         (2)      Product Pricing assumes HemaSure will provide the HemaSure
                  Materials including without limitation the particle trap layer
                  on rolls for processing. If the HemaSure Materials are not
                  provided on rolls, then the parties will mutually agree upon
                  increased Product Pricing as provided herein.

902773.3

<PAGE>



         (3)      If the HemaSure Materials provided by HemaSure must be sheet
                  fed Product Pricing for quantities above 5 million units
                  annually shall be as reflected in the S.A.C. - Phase 2 column
                  above.

         (4)      Product Pricing assumes for the Semi-Automated Cell - Phase 1
                  Filtertek will achieve cycle rates, staffing, etc. as set
                  forth in Attachment D and an incremental Annual Production
                  Capacity of 2,400,000 units. If these assumptions fail, then
                  the parties will mutually agree upon increased Product Pricing
                  not to exceed 102% of the established Product Pricing except
                  (i) if Filtertek's production inefficiencies are due to
                  HemaSure's failure to supply the HemaSure Materials on a
                  consistent basis or (ii) if the HemaSure Materials excluding
                  in this case the particle trap layer are not provided on rolls
                  for processing, then the increased Product Pricing may exceed
                  102% of the established Product Pricing.

         (5)      Product Pricing assumes for the Semi-Automated Cell - Phase 2
                  Filtertek will achieve cycle rates, staffing, etc. as set
                  forth in Attachment H and an incremental Annual Production
                  Capacity of 5,000,000 units. If these assumptions fail, then
                  the parties will mutually agree upon increased Product Pricing
                  not to exceed 102% of the established Product Pricing except
                  (i) if Filtertek's production inefficiencies are due to
                  HemaSure's failure to supply the HemaSure Materials on a
                  consistent basis or (ii) if the HemaSure Materials excluding
                  in this case the particle trap layer are not provided on rolls
                  for processing, then the increased Product Pricing may exceed
                  102% of the established Product Pricing.

         (6)      Product Pricing assumes for the Automated Cell - Phase 3
                  Filtertek will achieve cycle rates, staffing, etc. as set
                  forth in Attachment E and an incremental Annual Production
                  Capacity of 5,000,000 units for each Automated Cell - Phase 3.
                  If these assumptions fail, then the parties will mutually
                  agree upon increased Product Pricing not to exceed 102% of the
                  established Product Pricing except (i) if Filtertek's
                  production inefficiencies are due to HemaSure's failure to
                  supply the HemaSure Materials on a consistent basis or (ii) if
                  the HemaSure Materials including without limitation the
                  particle trap layer are not provided on rolls for processing,
                  then the increased Product Pricing may exceed 102% of the
                  established Product Pricing.

         (7)      "Start-Up Pricing" shall apply for the first thirty (30) days
                  after the Operational Date for the Semi-Automated Cell - Phase
                  1 to account for additional technical support provided by
                  Filtertek during the start-up and initial operational period.
                  "Start-Up Pricing"


902773.3

<PAGE>

                  shall apply for the first forty five (45) days after the
                  Operational Date for the Semi-Automated Cell - Phase 2.
                  "Start-Up Pricing" shall apply for the first thirty (30) days
                  after the Operational Date for the second Automated Cell -
                  Phase 3.

         (8)      After the respective "Start-Up Pricing" periods, Product
                  Pricing shall be invoiced at a mutually agreed upon weighted
                  average blended rate based upon cell production from the
                  respective Production Cells, HemaSure's forecasts for the
                  Products, and Filtertek's recovery of its capital investments
                  subject to the annual rebate/debit calculation provided
                  herein.

         (9)      Product Pricing for the Semi-Automated Cell - Phase 1, the
                  Semi-Automated Cell - Phase 2, and the Automated Cell - Phase
                  3 does not include packaging.

902773.3

<PAGE>



                                  ATTACHMENT C
                             PRODUCT SPECIFICATIONS


HemaSure's Purchase Specification, Document No. PU H70037, dated 9/21/99, and
titled "HemaSure r\LS Pre-Storage Leukoreduction Filter, Bulk Non-Sterile,
Solvent Bond Ports, Domestic Tubing."



902773.3

<PAGE>



                                  ATTACHMENT D
                               Semi-Automated Cell
                                     Phase 1

                     (Module Cell A Implementation Concept)



1.       Mold Inlet Housing

                  4 cavity, Hot Runner Tool, Uses 200 Ton Horizontal-30 Sec
                  Cycle Runs Automatic = No Operator, 480 Pieces per Hour Annual
                  Capacity = 2,400,000 parts, Customer paid for tooling

2.       Mold Outlet Housing

                  4 cavity, Hot Runner Tool, Uses 200 Ton Horizontal-30 Sec
                  Cycle Runs Automatic = No Operator, 480 Pieces per Hour Annual
                  Capacity = 2,400,000 parts, Customer paid for tooling

3.       Stake Versapor Vent into Inlet Housing and Test (Module Cell A)

                  Vent consists of 2 layers of Versapor, R200 and 3000R Versapor
                  membrane purchased by Filtertek and slit to width Using an
                  Automated Station, 1 Operator:
                           Places Inlet Housings into a feeder bowl Automation
                           Punches and Stakes Vent into Inlet Housing Automation
                           Wets out Vent with Filtertek Purchased Solvent and
                           tests Automation Punches FEL Disc into Tested Inlet
                           Automation ejects Staked/Tested Vent Inlet Housing
                  Automated Station, 1 Operator,
                  1000 Parts per Hour, Annual Capacity of 5,000,000

4.       Punch and Place Media into Staked/Tested Vent Inlet Housing

                  Hemasure provides Media in a roll slit to width Filtertek
                  provides 6 cavity Preco Press, Operator and Air Washer Using
                  the Preco Press, 1 Operator:
                  Loads 6 Vent-Staked Inlet Housings into nests
                           Punches media discs directly into Inlet Housings
                           using Preco Press Operator removes Inlet Housing with
                           Media and Air Washes Parts are set aside for future
                           operation


902773.3

<PAGE>




                  Six cavity punch press, 1 Operator, 36 second cycle 600 Parts
                  per Hour, Annual Capacity of 3,000,000

5.       Weld Particle Trap Media into Outlet Housing - Description of 1 Cell

                  Hemasure provides Particle Trap Media stamped to size
                  Filtertek provides 1 cavity Sonic Weld Station Using the
                  single station Sonic Weld Station, 1 Operator:
                           Places Molded Outlet Housing into sonic weld nest
                           Places stamped Particle Trap Media in place
                           Sonic welds Media to Outlet
                  Single Station Sonic Weld Station, 1 Operator, 18 second cycle
                  200 Parts per Hour, Annual Capacity of 1,000,000 Note: 3 Cells
                  are needed to reach 3,000,000 Annual Capacity

6.       Assemble Halves, Weld and Pack

                  Filtertek provides single station Sonic Weld station Using the
                  single station Sonic Weld Station, 1 Operator:
                           Assembles Inlet and Outlet Housings and places into
                           sonic weld nest Sonic welds Housings and places in a
                           box
                  Single Station Sonic Weld Station, 1 Operator, 18 second cycle
                  200 Parts per Hour, Annual Capacity of 1,000,000 Note: 3 Cells
                  are needed to reach 3,000,000 Annual Capacity

902773.3

<PAGE>



                                  ATTACHMENT E
                                 Automated Cell
                                     Phase 3

                     (Module Cell D Implementation Concept)


1.   Mold Inlet Housing

              8  cavity, Hot Runner Tool, Uses 500 Ton Horizontal-30 Sec
              Cycle
              Runs Automatic = No Operator, 960 Pieces per Hour
              Annual Capacity = 4,800,000 parts, Filtertek paid tooling

2.   Mold Outlet Housing

              8 cavity, Hot Runner Tool, Uses 500 Ton Horizontal-30 Sec Cycle
              Runs Automatic = No Operator, 960 Pieces per Hour
              Annual Capacity = 4,800,000 parts, Filtertek paid tooling

3.   Stake Versapor Vent into Inlet Housing and Test (Module Cell A)

              Vent consists of 2 layers of Versapor, R200 and 3000R Versapor
              membrane purchased by Filtertek and slit to width Using an
              Automated Station, 1 Operator:
                       Places Inlet Housings into a feeder bowl Automation
                       Punches and Stakes Vent into Inlet Housing Automation
                       Wets out Vent with Filtertek Purchased Solvent and
                       tests Automation Punches FEL Disc into Tested Inlet
                       Automation ejects Staked/Tested Vent Inlet Housing
              Automated Station, 1 Operator,
              1,000 Parts per Hour, Annual Capacity of 5,000,000

4.   Punch and Place Media into Staked/Tested Vent Inlet Housing (Module
     Cell B)

              Hemasure provides Media in a roll slit to width Filtertek
              provides 6 cavity Die Punch Press and Air Washer Using the Die
              Punch Press,
                       Receives Vent-Staked Inlet Housings into nests
                       Punches media discs directly into Inlet Housings
                       using Preco Press
                       Removes Inlet Housing with Media and Air Washes
              Multi cavity punch press, No Operator 1,000 Parts per Hour,
              Annual Capacity of 5,000,000

902773.3

<PAGE>



5.    Weld Particle Trap Media into Outlet Housing (Module Cell D)

               Hemasure provides Particle Trap Media on rolls Filtertek
               provides automation station, 1 Operator Using the automation
               station, 1 Operator:
                        Automation places Molded Outlet Housing into sonic
                        weld nest Automation places Partical Trap Media in
                        place Automation sonic welds Media to Outlet
               Automation Station, 1 Operator,
               1,000 Parts per Hour, Annual Capacity of 5,000,000

6.    Assemble Halves, Weld and Pack (Module Cell C)

               Filtertek provides Automated In Line Sonic Weld Station
                        Assembles Inlet and Outlet Housings and places into
                        sonic weld nest Sonic welds Housings and ejects final
                        part
               Automated Sonic Weld Station, 1 Operator,
               1,000 Parts per Hour, Annual Capacity of 5,000,000


902773.3

<PAGE>



                                  ATTACHMENT F
                               HEMASURE MATERIALS



The following items from HemaSure's Purchase Specification, Document No. PU
H70037, dated 9/21/99, and titled "HemaSure r\LS Pre-Storage Leukoreduction
Filter, Bulk Non-Sterile, Solvent Bond Ports, Domestic Tubing."

                  .        Item 4.3 - FEL Media.

                  .        Item 4.4 - Leuko-Reduction Media.

                  .        Item 4.7 - Particle Trap Stack.

902773.3

<PAGE>



                                  ATTACHMENT G
                            MANUFACTURING TECHNOLOGY

                      *** CONFIDENTIAL AND PROPRIETARY ***


Manufacturing Technology - HemaSure acknowledges that Filtertek developed the
scale-up capability of the r/ls Leukoreduction filter.

Filtertek acknowledges that HemaSure developed the prototyping and process
feasibility of the r/LS Leukoreduction filter.

902773.3

<PAGE>



                                  ATTACHMENT H
                               Semi-Automated Cell
                                     Phase 2

                       (Module B&C Implementation Concept)

1.   Mold Inlet Housing

             8 cavity, Hot Runner Tool, Uses 500 Ton Horizontal-30 Sec Cycle
             Runs Automatic = No Operator, 960 Pieces per Hour
             Annual Capacity = 4,800,000 parts, Filtertek paid tooling

2.   Mold Outlet Housing

             8 cavity, Hot Runner Tool, Uses 500 Ton Horizontal-30 Sec Cycle
             Runs Automatic = No Operator, 960 Pieces per Hour
             Annual Capacity = 4,800,000 parts, Filtertek paid tooling

3.   Stake Versapor Vent into Inlet Housing and Test (Module Cell A)

             Vent consists of 2 layers of Versapor, R200 and 3000R Versapor
             membrane purchased by Filtertek and slit to width Using an
             Automated Station, 1 Operator:
                       Places Inlet Housings into a feeder bowl Automation
                       Punches and Stakes Vent into Inlet Housing Automation
                       Wets out Vent with Filtertek Purchased Solvent and
                       tests Automation Punches FEL Disc into Tested Inlet
                       Automation ejects Staked/Tested Vent Inlet Housing
             Automation Station, 1 Operator,
             1,000 Parts per Hour, Annual Capacity of 5,000,000

4.   Punch and Place Media into Staked/Tested Vent Inlet Housing (Module Cell B)

             Hemasure provides Media in a roll slit to width Filtertek
             provides 6 cavity Die Punch Press and Air Washer Using the Die
             Punch Press,
                       Receives Vent-Staked Inlet Housings into nests
                       Punches media discs directly into Inlet Housings
                       using Preco Press
                       Removes Inlet Housing with Media and Air Washes
             Multi cavity punch press, No Operator 1,000 Parts per Hour,
             Annual Capacity of 5,000,000

902773.3

<PAGE>



5.   Weld Particle Trap Media into Outlet Housing - Description of 1 Cell

             Hemasure provides Particle Trap Media stamped to size
             Filtertek provides 1 cavity Sonic Weld Station Using the
             single station Sonic Weld Station, 1 Operator:
                       Places Molded Outlet Housing into sonic weld nest
                       Places stamped Particle Trap Media in place
                       Sonic welds Media to Outlet
             Single Station Sonic Weld Station, 1 Operator, 18 second cycle
             200 Parts per Hour, Annual Capacity of 1,000,000 Note: 5 Cells
             are needed to reach 5,000,000 Annual Capacity

6.   Assemble Halves, Weld and Pack (Module Cell C)

             Filtertek provides Automated In Line Sonic Weld Station
                       Assembles Inlet and Outlet Housings and places into
                       sonic weld nest Sonic welds Housings and ejects final
                       part
             Automated Sonic Weld Station, 1 Operator,
             1,000 Parts per Hour, Annual Capacity of 5,000,000

902773.3

<PAGE>



                                  ATTACHMENT I
                                  Manual System

1.   Mold Inlet Housing

              4 cavity, Hot Runner Tool, Uses 200 Ton Horizontal-30 Sec
              Cycle Runs Automatic = No Operator, 480 Pieces per Hour Annual
              Capacity = 2,400,00 parts, Customer paid for tooling

2.   Mold Outlet Housing

              4 cavity, Hot Runner Tool, Uses 200 Ton Horizontal-30 Sec
              Cycle Runs Automatic = No Operator, 480 Pieces per Hour Annual
              Capacity = 2,400,000 parts, Customer paid for tooling

3.   Stake Versapor Vent into Inlet Housing and Test

              Vent consists of 2 layers of Versapor, R200 and 3000R Versapor
              membrane purchased by Filtertek and slit to width Using a
              Prefabricated Single Station Fixture, 1 Operator:
                       Advances the two layers of Membrane Places one Inlet
                       Housing into a nest, and Punches and Stakes Vent into
                       Inlet Housing Removes Staked Vent Inlet Housing and
                       places in another nest Wets out Vent with Filtertek
                       Purchased Solvent and tests Removes Staked/Tested
                       Vent Inlet Housing and places aside A Pre-Cut FEL
                       Disc is added to the Tested Inlet
              Single Station Fixture, 1 Operator, 23.7 Second Cycle
              152 Parts per Hour, Annual Capacity of 760,000

4.   Punch and Place Media into Staked/Tested Vent Inlet Housing

              Hemasure provides Media in a roll slit to width Filtertek
              provides 6 cavity Preco Press, Operator and Air Washer Using
              the Preco Press, 1 Operator:
              Loads 6 Vent-Staked Inlet Housings into nests
                       Punches media discs directly into Inlet Housings
                       using Preco Press Operator removes Inlet Housing with
                       Media and Air Washes Parts are set aside for future
                       operation
              Six cavity punch press, 1 Operator, 36 second cycle 600 Parts
              per Hour, Annual Capacity of 3,000,000

902773.3

<PAGE>



5.   Weld Particle Trap Media into Outlet Housing

              Hemasure provides Particle Trap Media stamped to size
              Filtertek provides 1 cavity Sonic Weld Station Using the
              single station Sonic Weld Station, 1 Operator:
                       Places Molded Outlet Housing into sonic weld nest
               Places stamped Particle Trap Media in place
                       Sonic welds Media to Outlet
              Single Station Sonic Weld Station, 1 Operator, 18 second cycle
              200 Parts per Hour, Annual Capacity of 1,000,000

6.   Assemble Halves, Weld and Pack

              Filtertek provides single station Sonic Weld Station Using the
              single station Sonic Weld Station, 1 Operator:
                       Assembles Inlet and Outlet Housings and places into
                       sonic weld nest Sonic welds Housings and places in a
                       box
              Single Station Sonic Weld Station, 1 Operator, 18 second cycle
              200 Parts per Hour, Annual Capacity of 1,000,000

902773.3

<PAGE>



<TABLE>

                                  ATTACHMENT J
                           "NET BOOK VALUE" DEFINITION




<CAPTION>
Total Purchases        Year 1              Year 2             Year 3              Year 4             Year 5              Year 6

<S>                  <C>                <C>                <C>                <C>                <C>                <C>
> 15,000,000 units   90% of Filtertek   70% of Filtertek   50% of Filtertek   30% of Filtertek   10% of Filtertek   See Notes 5, 6,
                     Capital            Capital            Capital            Capital            Capital            and 7 below
                     Investment         Investment         Investment         Investment         Investment

< 15,000,000 units   90% of Filtertek   70% of Filtertek   50% of Filtertek   30% of Filtertek   10% of Filtertek   10% of Filtertek
                     Capital            Capital            Capital            Capital            Capital            Capital
                     Investment plus    Investment plus    Investment plus    Investment plus    Investment plus    Investment plus
                     Amortization       Amortization       Amortization       Amortization       Amortization       Amortization
                     Rate multiplied    Rate multiplied    Rate multiplied    Rate multiplied    Rate multiplied    Rate multiplied
                     by Shortfall       by Shortfall       by Shortfall       by Shortfall       by Shortfall       by Shortfall
</TABLE>


Notes:

1.       "Total Purchases" shall mean the total number of units that have been
         (i) ordered by HemaSure, (ii) manufactured and shipped by Filtertek,
         and (iii) accepted and paid for by HemaSure under the Agreement from
         the Effective Date up to and including the effective date of the
         termination, expiration, or non-renewal of the Agreement.

2.       "Filtertek Capital Investment" shall mean the total of the original
         purchase prices for all of the production equipment, tooling, and
         automation utilized in the Production Cells (but not including any
         facility improvements made by Filtertek) as evidenced by Filtertek's
         written records or, in the case of leased Assets, by lessor's written
         records which shall be provided to HemaSure.

3.       "Amortization Rate" shall mean for Agreement Years 1 through 5 the
         difference between the Filtertek Capital Investment and the residual
         value from Row 1 of the above chart for the respective Agreement Year
         divided by 15,000,000. For Agreement

902773.3

<PAGE>



         Year 6 the Amortization Rate shall mean the difference between the
         Filtertek Capital Investment and the residual value from Row 1 of the
         above chart for Agreement Year 5 divided by 15,000,000.

4.       "Shortfall" shall mean 15,000,000 units less the Total Purchases of
         HemaSure from Filtertek under the Agreement.

5.       "Customized Filtertek Capital Investment" shall mean the total of the
         original purchase prices for all of the customized production equipment
         utilized in the Production Cells including without limitation tooling
         and automation (but not including any presses, welders, and facility
         improvements made by Filtertek) as evidenced by Filtertek's written
         records or, in the case of leased Assets, by lessor's written records
         which shall be provided to HemaSure. After Agreement Year 5, the
         component of the "Net Book Value" definition associated with tooling,
         automation, and other customized production equipment shall be defined
         as zero (0).

6.       "Non-Customized Filtertek Capital Investment" shall mean the total of
         the original purchase prices for all of the non-customized production
         equipment utilized in the Production Cells including without limitation
         presses and welders (but not including any tooling, automation, and
         facility improvements made by Filtertek) as evidenced by Filtertek's
         written records or, in the case of leased Assets, by lessors' written
         records which shall be provided to HemaSure. After Agreement Year 5,
         the component of the "Net Book Value" definition associated with the
         Non-Customized Filtertek Capital Investment shall be defined as fifteen
         percent (15%) of the original purchase price.

7.       After Year 5 of the Agreement and HemaSure Total Purchases are greater
         than or equal to 15,000,000 units, then HemaSure shall only be
         obligated to purchase the Customized Filtertek Capital Investment and
         may, at its option, purchase the Non- Customized Filtertek Capital
         Investment as provided in the Agreement provided, however, that in the
         event of a termination by HemaSure pursuant to Article III, Section 8
         of the Agreement, then HemaSure shall not be obligated to purchase the
         Customized Filtertek Capital Investment and in that case may, at its
         option, purchase the Customized Filtertek Capital Investment.

Example 1: Filtertek Capital Investment is $5,300,000, HemaSure Total Purchases
are 25,000,000 units, and Agreement terminates in Year 3.

     .        "Net Book Value" is $2,650,000.               [50% of $5,300,000]
              -------------------------------



902773.3

<PAGE>


Example 2: Filtertek Capital Investment is $5,300,000, HemaSure Total Purchases
are 10,000,000 units, and Agreement terminates in Year 3.

<TABLE>
<S>           <C>                                           <C>
     .        "Amortization Rate" is $0.177/ unit.          [($5,300,000 - $2,650,0000)/15,000,000]

     .        "Shortfall" is 5,000,000 units.               [15,000,000 - 10,000,000]

     .        "Net Book Value" is $3,535,000.               [$2,650,000 + ($0.177 X 5,000,000)]
              ------------------------------
</TABLE>


Example 3: Filtertek Capital Investment is $5,300,000 of which $2,300,000 is
Non-Customized Filtertek Capital Investment, HemaSure Total Purchases are
30,000,000 units, and the Agreement terminates in Year 6.

     .   "Net Book Value" of the Customized Filtertek Capital Investment is $0.
         ----------------------------------------------------------------------

     .   HemaSure may, at its option, purchase the Non-Customized Filtertek
         Capital Investment for $345,000.


902773.3