Exhibit 10.33

                            INDEMNIFICATION AGREEMENT
                            -------------------------


         This Agreement is made as of the 13th day of July, 2000, by and between
Ahlstrom  Technical  Specialties  LLC,  a  Delaware  limited  liability  company
("Ahlstrom"),   and  HemaSure  Inc.,  a  Delaware  corporation   ("HemaSure"  or
"Purchaser").

         WHEREAS,  Ahlstrom has been engaged by HemaSure to manufacture Ahlstrom
Grade 147 to  specifications  designed by HemaSure  and  provided to Ahlstrom by
HemaSure (the "Product").

         WHEREAS,  the parties  hereto intend and desire that  HemaSure  defend,
indemnify and hold  harmless  Ahlstrom,  its  affiliates,  officers,  directors,
employees, agents and representatives (collectively,  the "Ahlstrom Group") from
and against certain  liabilities  associated with Ahlstrom's  manufacture of the
Product on behalf of HemaSure for use in HemaSure's  leukoreduction filters, and
that Ahlstrom  defend,  indemnify and hold harmless  HemaSure,  its  affiliates,
officers, directors,  employees, agents and representatives  (collectively,  the
"HemaSure Group") from and against certain other liabilities.

         NOW,  THEREFORE,  in order to effectuate  these intentions and desires,
the parties hereby agree as follows:


        1.       Indemnification:  Subject to the terms and  conditions  of this
                 Agreement,


                (1)      HemaSure  hereby  agrees to defend,  indemnify and hold
                         harmless  each  member of the  Ahlstrom  Group from and
                         against    all    demands,     claims,     proceedings,
                         investigations  (civil,  criminal  or  administrative),
                         actions or

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                         causes of action (herein  referred to individually as a
                         "Claim"  and   collectively   as   "Claims")   and  all
                         assessments,   fines,   penalties,   losses,   damages,
                         liabilities,  costs  or  expenses  (including,  without
                         limitation,   interest,   penalties,  court  costs  and
                         reasonable attorney's fees and expenses)  (individually
                         a "Loss" and collectively "Losses"),  asserted against,
                         resulting to, imposed upon or incurred by any member of
                         the Ahlstrom Group,  directly or indirectly,  by reason
                         of   or   resulting   or   arising   out   of   Product
                         specifications  provided to  Ahlstrom  by HemaSure  and
                         HemaSure's use, storage,  distribution,  sale, offer to
                         sell,  advertising  or promotion of the Product for use
                         in connection  with its  leukoreduction  filters and in
                         the field of  leukoreduction.  HemaSure  does not,  and
                         shall  not  defend,  indemnify  or  hold  harmless  the
                         Ahlstrom  Group from and  against  any Claims or Losses
                         attributable  to the  negligence or reckless or willful
                         misconduct of Ahlstrom in the  manufacture,  storing or
                         shipping of the Product,  or otherwise  with respect to
                         the  design,  manufacture,  or use by  Ahlstrom  of any
                         other filtration media, or any derivative thereof.

        (2)      The  obligations and liabilities of HemaSure under Section 1(1)
                 with respect to Claims and Losses  resulting from the assertion
                 of liability by third parties against Ahlstrom or any member of
                 the Ahlstrom Group shall be subject to the following  terms and
                 conditions:

                (1)      Ahlstrom  or any  other  member of the  Ahlstrom  Group
                         against  whom any  such  Claim is  asserted  will  give
                         HemaSure  prompt written notice of any such Claim,  and
                         HemaSure   may   undertake   the  defense   thereof  by
                         representatives   of  their  own  choosing,   and  will
                         reasonably consult, as necessary,  with Ahlstrom or any
                         such  other  member  during  the  course   thereof  and
                         Ahlstrom and any such other member will cooperate fully
                         in any  such  defense,  but at the  cost  of  HemaSure;



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                         provided,  however,  the omission to so notify HemaSure
                         shall not relieve HemaSure of any liability it may have
                         to  Ahlstrom or any such other  member of the  Ahlstrom
                         Group,  except to the extent  such  omission  to notify
                         prejudices  the rights,  or affects the  obligations or
                         liabilities, of HemaSure;

                (2)      In the event  HemaSure,  within  the  shorter of (A) 15
                         business days after written  notice of any claim or (B)
                         the  number  of days  that  would  enable  Ahlstrom  to
                         respond  to legal  process  or  pleadings  related to a
                         Claim on a timely basis, fails to assume the defense of
                         a Claims as herein provided, Ahlstrom or any such other
                         member of the  Ahlstrom  Group  against whom such Claim
                         has been  asserted will have the right to undertake the
                         defense,  compromise  or  settlement  of such  Claim at
                         HemaSure's cost and expense; and

                (3)      HemaSure  shall not,  without  Ahlstrom's or such other
                         member's  prior written  consent,  settle or compromise
                         any  Claim  or  consent  to entry  of any  judgment  in
                         respect thereof,  unless HemaSure  delivers to Ahlstrom
                         or such member in advance its written agreement in form
                         and substance  reasonably  satisfactory  to Ahlstrom or
                         such  member  that   provides  that  amounts  paid  and
                         incurred  or to be  incurred by Ahlstrom or such member
                         in   connection   with   such   Claim   shall  be  paid
                         simultaneously  by  HemaSure to Ahlstrom or such member
                         and such settlement, compromise or consent includes, as
                         an  unconditional  term  thereof,  the  giving  by  the
                         claimant or plaintiff  to Ahlstrom or such  member,  as
                         the case may be, of a release  reasonably  satisfactory
                         in form and substance to Ahlstrom or such member.



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        2.       Insurance:  HemaSure  shall obtain and maintain  throughout the
                 term of this Agreement, at its own expense,  commercial general
                 liability  insurance and product liability  insurance providing
                 coverage  and defense  costs for any  Ahlstrom  Group Claims or
                 Losses  which are  indemnifiable  under  this  Agreement.  Such
                 insurance  shall list Ahlstrom as an  additional  named insured
                 thereunder and shall require thirty (30) days written notice to
                 be given to  Ahlstrom  prior to any  cancellation  or  material
                 change thereof.  The limits of each such insurance policy shall
                 not be  less  than  Ten  Million  Dollars  ($10,000,000.)  Upon
                 execution of this Agreement and at other times upon  reasonable
                 written  request,  HemaSure  shall provide  Ahlstrom with fully
                 paid  Certificates  of  Insurance   evidencing  the  same.  The
                 foregoing  insurance shall be in addition to and not in lieu of
                 HemaSure's  obligation  to  defend,   indemnify  and  hold  the
                 Ahlstrom  Group  harmless   hereunder,   nor  shall  HemaSure's
                 obligation to procure and maintain such insurance  operate as a
                 limitation  on the amount of  HemaSure's  liability  under this
                 Agreement to the dollar amount of any such insurance;  however,
                 it is understood  and agreed that any such  insurance  proceeds
                 may be utilized  by  HemaSure  to satisfy  any  indemnification
                 claims hereunder by any member of the Ahlstrom Group.

        3.       Remedies  Cumulative:  The  remedies  provided  herein shall be
                 cumulative  and shall not preclude  the  assertion by any party
                 hereto of any other rights or the seeking of any other remedies
                 against the other parties hereto.

        4.       Patent   Disclaimer:   Ahlstrom  makes  no  representations  or
                 warranties and has not  ascertained  whether or not the Product
                 can be manufactured, used, sold or offered for sale free of any
                 infringement difficulties with respect to third party patent or
                 registered design rights. It is the responsibility of HemaSure,
                 should it so desire, to conduct any prior art searches and take
                 any other steps HemaSure deems necessary


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                 to  ascertain  whether or not the Product can be  manufactured,
                 used,  sold or offered for sale  without  fear of  infringement
                 difficulties.  Ahlstrom  does not represent or warrant that the
                 Product does not  infringe  upon the rights of any third party.
                 Ahlstrom  does  not   represent  or  warrant  that   HemaSure's
                 manufacture, use, storage,  distribution,  sale, offer to sell,
                 advertising  or promotion of the Product will not infringe upon
                 the  rights of any third  party.  Consistent  with the terms of
                 paragraph 1 relating to  indemnity,  HemaSure  hereby agrees to
                 indemnify and defend Ahlstrom, and to be solely responsible for
                 and to hold  Ahlstrom  harmless,  from  any  Claims  or  Losses
                 relating to alleged  infringement of any third-party  patent or
                 registered  design  rights or any other  proprietary  rights to
                 intellectual property, whether asserted against Ahlstrom or the
                 Ahlstrom  Group  or  HemaSure,  or  both,  arising  out  of  or
                 connected with the product specifications  provided to Ahlstrom
                 by HemaSure,  or HemaSure's use, storage,  distribution,  sale,
                 offer to sell,  advertising  or promotion of the Product in its
                 leukoreduction  filters.  HemaSure  does not,  and  shall  not,
                 indemnify Ahlstrom or any member of the Ahlstrom Group from and
                 against any Claims or Losses  attributable to the negligence or
                 reckless or willful  misconduct of Ahlstrom in the manufacture,
                 storing or shipping of any other filtration media, or otherwise
                 with respect to the design,  manufacture, or use by Ahlstrom of
                 any  other  filtration   media,  or  any  derivative   thereof.
                 Conversely, Ahlstrom shall indemnify and hold harmless HemaSure
                 and the  HemaSure  Group from and  against any Claims or Losses
                 HemaSure  may  incur  or  suffer  as a  result  of the  matters
                 described in the preceding sentence.

        5.       Consideration:  The parties hereby acknowledge and confirm that
                 this  Agreement is supported by valid  consideration  exchanged
                 between the parties.  In consideration for HemaSure's  promises
                 and  covenants as set forth in this  Agreement,  Ahlstrom  will
                 continue  to  manufacture   the  Product  for  HemaSure.   This
                 Agreement shall not create any binding  obligation  between the
                 parties to either purchase or manufacture any



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                 specific quantity or the Product, or to continue to purchase or
                 manufacture the Product.

        6.       Severability: In the event that any provision of this Agreement
                 shall be held void, voidable,  or unenforceable,  the remaining
                 provisions hereof shall remain in full force and effect.

        7.       Prior Agreements.  This Agreement contains the entire agreement
                 between the parties with respect to the subject  matter  hereof
                 and   supercedes   all  prior   arrangements,   agreements   or
                 understandings with respect to such matters, including, without
                 limitation,  the Indemnification  Agreement dated July 1999, by
                 and between HemaSure and Ahlstrom Filtration Inc.

        8.       Governing  Law and  interpretation  : This  Agreement  shall be
                 construed in accordance with and be governed by the laws of the
                 State of  Delaware,  without  reference  to its conflict of law
                 doctrines.  This Agreement  shall be  interpreted  and enforced
                 according to its plain and ordinary  meaning,  and shall not be
                 construed against either party on the basis of authorship.

                 This Agreement cannot be modified or canceled except by written
                 consent, signed by both parties.



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IN WITNESS WHEREOF, and intending to be legally bound hereby, the parties hereby
execute this Agreement on the date set forth above.


                                        HEMASURE INC.
                                        140 Locke Drive
                                        Marlborough, MA 01752

                                        By:/s/James B. Murphy
                                           --------------------------
                                           James B. Murphy
                                           Sr. V.P. Finance and Administration



                                        AHLSTROM TECHNICAL SPECIALTIES LLC



                                        By:/s/ Christopher S. Coates
                                           ---------------------------
                                           Christopher S. Coates
                                           President



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