HEMASURE INC.

                        1995 EMPLOYEE STOCK PURCHASE PLAN

                       (As Amended Through April 3, 1998)


                  The purpose of this Plan is to provide eligible employees of
HemaSure Inc. (the "Company") and certain of its subsidiaries with opportunities
to purchase shares of the Company's common stock, par value $.01 per share (the
"Common Stock"), of the Company. Two Hundred Fifty Thousand (250,000) shares of
Common Stock in the aggregate have been approved for this purpose.

                  1. Administration. The Plan will be administered by the
Company's Board of Directors (the "Board") or by a Committee appointed by the
Board (the "Committee") . The Board or the Committee has authority to make rules
and regulations for the administration of the Plan and its interpretation and
decisions with regard thereto shall be final and conclusive.

                  2. Eligibility. Participation in the Plan will neither be
permitted nor denied contrary to the requirements of Section 423 of the Internal
Revenue Code of 1986, as amended (the "Code"), and regulations promulgated
thereunder. All employees of the Company, including Directors who are employees,
and all employees of any subsidiary of the Company (as defined in Section 424(f)
of the Code) designated by the Board or the Committee from time to time (a
"Designated Subsidiary"), are eligible to participate in any one or more of the
offerings of options (as defined in Section 9) to purchase Common Stock under
the Plan provided that:

                           (a) they are regularly employed by the Company or a
                  Designated Subsidiary for more than 20 hours a week and for
                  more than five months in a calendar year; and

                           (b) they are employees of the Company or a Designated
                  Subsidiary on the first day of the applicable Plan Period (as
                  defined below).

                  No employee may be granted an option hereunder if such
employee, immediately after the option is granted, owns 5% or more of the total
combined voting power or value of the stock of the Company or any subsidiary.
For purposes of the preceding sentence, the attribution rules of Section 424(d)
of the Code shall apply in determining the stock ownership of an employee, and
all stock which the employee has a contractual right to purchase shall be
treated as stock owned by the employee.

                  3. Offerings. The Company will make one or more offerings
("Offerings") to employees to purchase stock under this Plan. Offerings will
begin each June 1 and December 1, or the first business day thereafter (the
"Offering Commencement Dates"). Each Offering Commencement Date will begin a six
(6) month period (a "Plan Period") during which payroll


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deductions will be made and held for the Purchase of Common Stock at the end of
the Plan Period. The Board or the Committee may, at its discretion, choose a
different Plan Period of twelve (12) months or less for subsequent Offerings.
Offerings under this Plan will include:

June 1, 1995 to November 30, 1995 December 1, 1995 to May 31, 1996 June 1, 1996
to November 30, 1996 December 1, 1996 to May 31, 1997 June 1, 1997 to November
30, 1997 December 1, 1997 to May 31, 1998 June 1, 1998 to November 30, 1998
December 1, 1998 to May 31, 1999

                  4. Participation. An employee eligible on the Offering
Commencement Date of any Offering may participate in such offering by completing
and forwarding a payroll deduction authorization form to the employee's
appropriate payroll office at least 30 days prior to the applicable Offering
Commencement Date. The form will authorize a regular payroll deduction from the
Compensation received by the employee during the Plan Period. Unless an employee
files a new form or withdraws from the Plan, his deductions and purchases will
continue at the same rate for future Offerings under the Plan as long as the
Plan remains in effect. The term "Compensation" means the amount of money
reportable on the employee's Federal Income Tax Withholding Statement, excluding
overtime, incentive or bonus awards, allowances and reimbursements for expenses
such as relocation allowances for travel expenses, income or gains on the
exercise of Company stock options and similar items, whether or not shown on the
employee's Federal Income Tax Withholding Statement.

                  5. Deductions. The Company will maintain payroll deduction
accounts for 11 participating employees. Payroll-deductions may be at the rate
of 1%, 2%, 3%, 4%, 5%, 6%, 7%, 8%, 9% or 10% of Compensation with any change in
compensation during the Plan Period to result in an automatic corresponding
change in the dollar amount withheld.

                  No employee may be granted an Option (as defined in Section 9)
which permits his rights to purchase Common Stock under this Plan and any other
stock purchase plan of the Company and its subsidiaries, to accrue at a rate
which exceeds $25,000 of the fair market value of such Common Stock (determined
at the Offering Commencement Date of the Plan Period) for each calendar year in
which the option is outstanding at any time.

                  6. Deduction Changes. An employee may decrease or discontinue
his payroll deduction once during any Plan Period, by filing a new payroll
deduction authorization form. However, an employee may not increase his payroll
deduction during a Plan Period. If an employee elects to discontinue his payroll
deductions during a Plan Period, but does not elect to withdraw his funds
pursuant to Section 8 hereof, funds deducted prior to his election to


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discontinue will be applied to the purchase of Common Stock on the Exercise Date
(as defined below).

                   7. Interest. Interest will not be paid on any employee
accounts, except to the extent that the Board or the Committee, in its sole
discretion, elects to credit employee accounts with interest at such per annum
rate as it may from time to time determine.

                  8. Withdrawal of Funds. An employee may at any time prior to
the close of business on the last business day in a Plan Period and for any
reason permanently draw out the balance accumulated in the employee's account
and thereby withdraw from participation in an Offering. Partial withdrawals are
not permitted. The employee may not begin participation again during the
remainder of the Plan Period. The employee may participate in any subsequent
Offering in accordance with terms and conditions established by the Board or the
Committee.

                  9. Purchase of Shares. On the Offering Commencement Date of
each Plan Period, the Company will grant to each eligible employee who is then a
participant in the Plan an option ("Option") to purchase on the last business
day of such Plan Period (the "Exercise Date"), at the Option Price hereinafter
provided for, such number of whole shares of Common Stock of the Company
reserved for the purposes of the Plan as does not exceed the number of shares
determined by dividing 6% of such employee's annualized Compensation for the
immediately prior six-month period by the price determined in accordance with
the formula set forth in the following paragraph but using the closing price on
the Offering Commencement Date of such Plan Period.

                  The purchase price for each share purchased will be 85% of the
closing price of the Common Stock on (i) the first business day of such Plan
Period or (ii) the Exercise Date, whichever closing price shall be less. Such
closing price shall be (a) the closing price on any national securities exchange
on which the Common Stock is listed, (b) the closing price of the Common Stock
on the Nasdaq National Market or (c) the average of the closing bid and asked
prices in the over-the-counter-market, whichever is applicable, as published in
The Wall Street Journal. If no sales of Common Stock were made on such a day,
the price of the Common Stock for purposes of clauses (a) and (b) above shall be
the reported price for the next preceding day on which sales were made.

                  Each employee who continues to be a participant in the Plan on
the Exercise Date shall be deemed to have exercised his option at the Option
Price on such date and shall be deemed to have purchased from the Company the
number of full shares of Common Stock reserved for the purpose of the Plan that
his accumulated payroll deductions on such date will pay for pursuant to the
formula set forth above (but not in excess of the maximum number determined in
the manner set forth above).

                  Any balance remaining in an employee's payroll deduction
account at the end of a Plan Period will be automatically refunded to the
employee, except that any balance which is less than the purchase price of one
share of Common Stock will be carried forward into the


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employee's payroll deduction account for the following Offering, unless the
employee elects not to participate in the following Offering under the Plan, in
which case the balance in the employee's account shall be refunded.

                  10. Issuance of Certificates. Certificates representing shares
of Common Stock purchased under the Plan may be issued only in the name of the
employee, in the name of the employee and another person of legal age as joint
tenants with rights of survivorship, or (in the Company's sole discretion) in
the street name of a brokerage firm, bank or other nominee holder designated by
the employee.

                  11. Rights on Retirement, Death or Termination of Employment.
In the event of a participating employee's termination of employment prior to
the last business day of a Plan Period, no payroll deduction shall be taken from
any pay due and owing to an employee and the balance in the employee's account
shall be paid to the employee or, in the event of the employee's death, (a) to a
beneficiary previously designated in a revocable notice signed by the employee
(with any spousal consent required under state law) or (b) in the absence of
such a designated beneficiary, to the executor or administrator of the
employee's estate or (c) if no such executor or administrator has been appointed
to the knowledge of the Company, to such other person(s) as the Company may, in
its discretion, designate. If, prior to the last business day of the Plan
Period, the Designated Subsidiary by which an employee is employed shall cease
to be a subsidiary of the Company, or if the employee is transferred to a
subsidiary of the Company that is not a Designated Subsidiary, the employee
shall be deemed to have terminated employment for the purposes of this Plan.

                  12. Optionees Not Stockholders. Neither the granting of an
Option to an employee nor the deductions from his pay shall constitute such
employee a stockholder of the shares of Common Stock covered by an Option under
this Plan until such shares have been purchased by and issued to him.

                  13. Rights Not Transferable. Rights under this Plan are not
transferable by a participating employee other than by will or the laws of
descent and distribution, and are exercisable during the employee's lifetime
only by the employee.

                  14. Application of Funds. All funds received or held by the
Company under this Plan may be combined with other corporate funds and may be
used for any corporate purpose.

                  15. Adjustment in Case of Changes Affecting Common Stock. In
the event of a subdivision of outstanding shares of Common Stock, or the payment
of a dividend in Common Stock, the number of shares approved for this Plan, and
the share limitation set forth in Section 9, shall be increased proportionately,
and such other adjustment shall be made as may be deemed equitable by the Board
or the Committee. In the event of any other change affecting the Common


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Stock such adjustment shall be made as may be deemed equitable by the Board or
the Committee to give proper effect to such event.

                  16. Merger. If the Company shall at any time merge or
consolidate with another corporation and the holders of the capital stock of the
Company immediately prior to such merger or consolidation continue to hold at
least 80% by voting power of the capital stock of the surviving corporation
("Continuity of Control"), the holder of each Option then outstanding will
thereafter be entitled to receive at the next Exercise Date upon the exercise of
such Option for each share as to which such Option shall be exercised the
securities or property which a holder of one share of the Common Stock was
entitled to receive at the time of such merger, and the Committee shall take
such steps in connection with such merger as the Committee shall deem necessary
to assure that the provisions of Paragraph 15 shall thereafter be applicable, as
nearly as reasonably may be, in relation to the said securities or property as
to which such holder of such Option might thereafter be entitled to receive
thereunder.

                  In the event of a merger or consolidation of the Company with
or into another corporation which does not involve Continuity of Control, or of
a sale of all or substantially all of the assets of the Company while
unexercised Options remain outstanding under the Plan, (a) subject to the
provisions of clauses (b) and (c), after the effective date of such transaction,
each holder of an outstanding Option shall be entitled, upon exercise of such
Option, to receive in lieu of shares of Common Stock, shares of such stock or
other securities as the holders of shares of Common Stock received pursuant to
the terms of such transaction; or (b) all outstanding Options may be canceled by
the Board or the Committee as of a date prior to the effective date of any such
transaction and all payroll deductions shall be paid out to the participating
employees; or (c) all outstanding options may be canceled by the Board or the
Committee as of the effective date of any such transaction, provided that notice
of such cancellation shall be given to each holder of an Option, and each holder
of an Option shall have the right to exercise such option in full based on
payroll deductions then credited to his account as of a date determined by the
Board or the Committee, which date shall not be less than ten (10) days
preceding the effective date of such transaction.

                  17. Amendment of the Plan. The Board may at any time, and from
time to time, amend this Plan in any respect, except that (a) if the approval of
any such amendment by the shareholders of the Company is required by Section 423
of the Code, such amendment shall not be effected without such approval, and (b)
in no event may any amendment be made which would cause the Plan to fail to
comply with Section 423 of the Code.

                  18. Insufficient Shares. In the event that the total number of
shares of Common Stock specified in elections to be purchased under any offering
plus the number of shares purchased under previous Offerings under this Plan
exceeds the maximum number of shares issuable under this Plan, the Board or the
Committee will allot the shares then available on a pro rata basis.


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                  19. Termination of the Plan. This Plan may be terminated at
any time by the Board. Upon termination of this Plan all amounts in the accounts
of participating employees shall be promptly refunded.

                  20. Governmental Regulations. The Company's obligation to sell
and deliver Common Stock under this Plan is subject to listing on a national
stock exchange or quotation on the Nasdaq National Market and the approval of
all governmental authorities required in connection with the authorization,
issuance or sale of such stock.

                  The Plan shall be governed by Delaware law except to the
extent that such law is preempted by federal law.

                  The Plan is intended to constitute a "Stock Purchase Plan"
within the meaning of Rule 16b-3(b)(5) promulgated under the Securities Exchange
Act of 1934.

                  21. Issuance of Shares. Shares may be issued upon exercise of
an Option from authorized but unissued Common Stock, from shares held in the
treasury of the Company, or from any other proper source.

                  22. Notification upon Sale of Shares. Each employee agrees, by
entering the Plan, to promptly give the Company notice of any disposition of
shares purchased under the Plan where such disposition occurs within two years
after the date of grant of the Option pursuant to which such shares were
purchased.

                  23. Effective Date and Approval of Shareholders. The Plan
initially took effect upon the closing of the Company's initial public offering
of Common Stock pursuant to an effective registration statement under the
Securities Act of 1933, as amended, subject to approval by the shareholders of
the Company as then required by Rule 16b-3 under the Exchange Act and by Section
423 of the Code, which approval occurred within twelve months of the adoption of
the Plan by the Board. The Plan was first amended by action of the Board of
Directors on April 16, 1997 subject to approval by the shareholders of the
Company.

Originally adopted by the Board of Directors on March 16, 1995 and approved by
the shareholders on May 17, 1995. The amended Plan was adopted by the Board of
Directors on April 16, 1997 and approved by the shareholders on May 15, 1997.
The current amended Plan was adopted by the Board of Directors on April 3, 1998
and approved by the shareholders on May 26, 1998.


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