8-K

                SECURITIES AND EXCHANGE COMMISSION
                      WASHINGTON, D.C. 20549

                             FORM 8-K

        CURRENT REPORT PURSUANT TO SECTION 13 AND 15(D) OF
                THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): February 16, 1998.

                        THERMOGENESIS CORP.
____________________________________________________________________________
      (Exact Name of Registrant as Specified in its Charter)

DELAWARE                       0-16375                         94-3018487
(State or other            (Commission                       (IRS Employer
jurisdiction)               file number)                   Identification No.)

           3146 GOLD CAMP DRIVE, RANCHO CORDOVA, CA   95670
           (Address of Principal Executive Officer)(Zip Code)

Registrant's telephone number, including area code:   (916) 858-5100

Item 5. Other

On February  16,  1998,  the Company entered into an exclusive Distribution
Agreement (the "Agreement")  with  Dideco  S.p.A.,  located  in  Mirandola,
Italy.   Pursuant to the Agreement, Dideco S.p.A. will act as the Company's
exclusive  distributor  in  Europe  of the Company's CryoSeal System, which
consists  of a small, floor-standing thermodynamic  machine,  a  disposable
blood processing plastic container used to harvest cryoprecipitate ("Cryo")
from plasma,  and a disposable two-tipped applicator used to apply the Cryo
on wound sites  during  surgical  procedures.  The  system  is  designed to
simplify  and  streamline  the harvesting of clotting and adhesive proteins
from a surgical patient's plasma for application during surgical procedures
in Europe.

Under the Agreement, the Company  will  manufacture  and  sale the CryoSeal
System  to Dideco for distribution in (i) all of Europe west  of  the  Ural
Mountains,  including  all  countries,  territories,  provinces  and  other
jurisdictions  within  the European Union and the other portions of Europe,
including, without limitation,  the  United  Kingdom,  France,  the Benelux
countries,  Germany, Switzerland, Spain, Portugal, Italy, Austria,  Greece,
Yugoslavia, Turkey,  Hungary,  the  Czech  Republic, Slovakia and the other
countries  of  Eastern  Europe,  and Russia and  the  other  countries  and
territories  that  formerly  constituted  the  Union  of  Soviet  Socialist
Republics, and (ii) Israel, but  specifically  excluding  Denmark, Finland,
Norway and Sweden.
                                   1

The Agreement is for an initial term of three years, commencing on the date
the  Company  obtains  CE  certification  for the CryoSeal System  and  its
components, with provision for annual renewals  thereafter.  In addition to
distribution,  Dideco  will  also  establish service  and  warranty  repair
centers or operations to for the CryoSeal System in the territory.

The Agreement contains certain milestone  dates and performance obligations
directed  at  bringing  the product to market  as  early  as  possible  and
Dideco's maintenance of exclusivity.   The  Agreement  also grants Dideco a
future  right to obtain a manufacturing license for the plastic  disposable
container  used  with  the  system  for  Europe  upon meeting certain sales
threshold  and  satisfaction  of  other  conditions, including  payment  of
license fees.

Dideco  S.p.A.,  a part of the SORIN Biomedical  Group  active  in  various
medical  device areas,  such  as  cardiovascular,  hemodialysis  and  blood
banking, is  a  leader  in  the  manufacture  and  distribution of advanced
medical   devices,   and   has   a   large   base  of  presently  installed
autotransfusion devices in the European Operating theater.


Item 7(c). Exhibits.

10.  Distribution Agreement by and between THERMOGENESIS  CORP.  and Dideco
     S.p.A entered into and effective February 16, 1998.  Portions of the 
     Distribution Agreement have been omitted pursuant to a request for 
     confidential treatment.


                            SIGNATURES

Pursuant  to  the requirements of the Securities Exchange Act of 1934,  the
registrant has  caused  this  report  to  be  signed  on  its behalf by the
undersigned hereunto duly authorized.

     THERMOGENESIS CORP.


Dated: February 26, 1998           By:
                                      Philip Coelho, Chief Executive Officer






                                    2

EX-10

            EXCLUSIVE INTERNATIONAL DISTRIBUTION AGREEMENT

     THIS  EXCLUSIVE  INTERNATIONAL  DISTRIBUTION AGREEMENT is made and entered
into  as  of  the  16th  day  of  February, 1998  (this  "Agreement"),  between
THERMOGENESIS CORP., a Delaware corporation  ("THERMO"),  and  DIDECO S.P.A., a
company organized under the laws of Italy ("Distributor").

                            R E C I T A L S
A.   THERMO designs, manufactures (directly or indirectly through manufacturing
     subcontractors) and sells medical devices and other products which utilize
     its  proprietary  thermodynamic  and/or "fibrin glue" technology  for  the
     processing  of  biological  substances,  including  the  cryopreservation,
     thawing and harvesting of blood components.

B.   THERMO has designed and developed  the Cryoseal System (as such
     System may be improved, enhanced, upgraded or otherwise modified from time
     to time, the "Cryoseal System"), which  currently  consists  of  a  small,
     floor-standing   thermodynamic  machine,  a  disposable  blood  processing
     plastic container  which harvests cryoprecipitate ("Cryo") from plasma and
     a disposable two-tipped  applicator  used to apply the Cryo on wound sites
     during surgical procedures.  The Cryo  harvested by the Cryoseal System is
     referred to as "Cryosealant," and THERMO  believes  that Cryo might become
     an alternative to the commercial tissue sealant known as "fibrin glue."

C.   Distributor  is  engaged,  either  directly  or  indirectly   through  its
     Affiliates  and  other  Persons, in the business of designing, developing,
     manufacturing, distributing and selling medical devices and other products
     worldwide.

D.   THERMO is currently in the  process  of  applying to TUV Rheinland, one of
     the European Union regulatory authorities responsible for implementing the
     Medical Device Directive, to obtain the right  to  place  CE  Marks on the
     Products initially listed in EXHIBIT A and to be distributed and  sold  by
     Distributor within the European Union.

E.   THERMO  desires to appoint Distributor as its exclusive distributor of the
     Cryoseal  System,  including the Products that are the components thereof,
     and, when developed, the Autologous Thrombin System, within the Territory,
     and Distributor is willing  to  accept  such appointment, all on the terms
     and subject to the conditions set forth in this Agreement.

F.   In addition, THERMO desires to grant to Distributor,  and  Distributor  is
     willing to accept, an option to acquire the exclusive right and license to
     make,  have  made,  market,  use,  sell  and otherwise dispose of the CP-1
     within  the  Territory,  on  the terms and conditions  set  forth  in  the
     Manufacturing License Agreement.

                           A G R E E M E N T

     NOW, THEREFORE, in consideration  of the foregoing, and for other good and
valuable  consideration,  the  receipt and  sufficiency  of  which  are  hereby
acknowledged, on the terms and subject  to the conditions set forth herein, the
parties hereby agree as follows:

                                     1

1.   DEFINITIONS.
When used herein, the following capitalized  terms  shall  have  the  following
meanings:

"Additional Products" has the meaning set forth in Section 2.8.

"Affiliate" means, in respect of any specified Person, any other Person  which,
but only for so long as such other Person, directly or indirectly, controls, is
controlled  by,  or  is  under common control with, such specified Person.  The
term "control" means the possession,  directly  or  indirectly, of the power to
direct  or  cause  the  direction of the management or policies  of  a  Person,
through the ownership of  voting  securities or other equity interests, and the
terms "controlled" and "common control" have correlative meanings.

"Affiliated Parties" means, in respect of any specified Person, the Affiliates,
directors, officers, employees, agents and representatives of such Person.

"Agreement" has the meaning set forth in the preamble.

"Applicable  THERMO  Technology" means  the  Patent  Rights  and  all  Know-how
relating to the Cryoseal System or the Autologous Thrombin System.

"Autologous Thrombin System" means a system currently being developed by THERMO
relating  to  the preparation  of  autologous  or  allogenic  thrombin  from  a
patient's own plasma, as such system is developed, improved, enhanced, upgraded
or otherwise modified from time to time.

"CE Mark" means  the  "CE  Mark" referenced in the Medical Device Directive and
required to be placed on medical  devices  (including,  without limitation, the
Products) to be sold in the European Union after June 14, 1998.

"Confidential Information" has the meaning set forth in Section 9.1.

"CP-1" has the meaning set forth in EXHIBIT A.

"Cryo" has the meaning set forth in the recitals.

"Cryoseal System" has the meaning set forth in the recitals.

"CS-1" has the meaning set forth in EXHIBIT A.

"Customers" has the meaning set forth in Section 2.1.

"Distributor" has the meaning set forth in the preamble.

"Entitlement Date" means the first date upon which THERMO  (or  its  designated
original equipment manufacturer (OEM)) is entitled to place its (or its  OEM's)
CE Mark on all of the Products initially listed on EXHIBIT A.

"FDA"  means  the  United States Food and Drug Administration, or any successor
agency.

                                  2

"Know-how"  means  any   and   all   current  and  future  know-how,  technical
information,  technical  knowledge,  unpatentable   inventions,   manufacturing
procedures,  methods,  trade  secrets,  processes, formulas, documentation  and
other tangible or intangible property or rights relating to the Cryoseal System
or the Autologous Thrombin System, whether  or  not capable of precise separate
description but which alone, or when accumulated, gives to the Person acquiring
it  an  ability  to  study,  test, formulate, manufacture,  produce  or  market
something which it otherwise would  not  have  known to study, test, formulate,
manufacture, produce or market in the same or similar way.

"Manufacturing  License  Agreement"  means  a manufacturing  license  agreement
between THERMO and Distributor, substantially in the form of EXHIBIT D.

"Manufacturing Option" has the meaning set forth in Section 11.1.

"Medical Device Directive" means European Union  Council Directive 93/42/EEC of
June  14,  1993,  concerning  medical  devices, as the  same  may  be  amended,
supplemented, modified or replaced from time to time.

"Notice Date" has the meaning set forth in Section 11.3(b).

"Patent Rights" means any and all patents  and patent applications existing now
or in the future relating to the Cryoseal System  or  the  Autologous  Thrombin
System,  as  the  same  may be amended, supplemented or otherwise modified from
time   to  time,  and  any  renewals,   continuations,   continuations-in-part,
divisions,  reissues,  examinations  or extensions of any of the foregoing, and
any corresponding foreign patents and  patent  applications,  and  any  patents
(whether foreign or domestic) issuing from any of the foregoing applications.

**[REDACTED: REMOVED FOR CONFIDENTIAL TREATMENT PURSUANT TO SEC RULE 24B-2]**

"Person" means any natural  person  or  any  corporation,  partnership, limited
liability company, business association, joint venture or other entity.

"Products" means the devices, products and related components  and accessories,
whether patented or unpatented, manufactured or distributed by or  on behalf of
THERMO  and relating to the Cryoseal System or the Autologous Thrombin  System,
including, without limitation, the devices, products and related components and
accessories listed on EXHIBIT A, together with all improvements, modifications,
enhancements  and  upgrades  to  any  of  the  foregoing.   The  parties hereby
acknowledge  and  agree that from time to time Products may be discontinued  by
THERMO and therefore  may  be  removed  from  EXHIBIT  A, and that, pursuant to
Section 2, Additional Products may be added to EXHIBIT A  and become subject to
the terms and conditions of this Agreement.  THERMO agrees  that  any  Products
that  may  be  removed  from  EXHIBIT A will not be sold by THERMO or any other
Person within the Territory during  the  term  of this Agreement.  In addition,
THERMO  agrees  to make available to Distributor for  distribution  within  the
Territory hereunder  any  improved,  modified,  enhanced  or  upgraded  device,
product,  component  or  accessory  that replaces any discontinued Product, and
such device, product, component or accessory  will  be  treated  as  a  Product
hereunder.

                                    3


"Subdistributor" has the meaning set forth in Section 2.2(a).

"Territory"  means (i) all of Europe west of the Ural Mountains, including  all
countries, territories,  provinces  and other jurisdictions within the European
Union  and the other portions of Europe,  including,  without  limitation,  the
United Kingdom,  France,  the  Benelux  countries, Germany, Switzerland, Spain,
Portugal,  Italy,  Austria,  Greece, Yugoslavia,  Turkey,  Hungary,  the  Czech
Republic, Slovakia and the other  countries  of  Eastern Europe, and Russia and
the  other countries and territories that formerly  constituted  the  Union  of
Soviet Socialist Republics, but specifically excluding Denmark, Finland, Norway
and Sweden, and (ii) Israel.

"THERMO" has the meaning set forth in the preamble.

"THERMO COMMON STOCK" means the common stock, par value US$.001 per share, of
THERMO (as such class of securities may be increased, decreased or exchanged
for or converted into a different number or kind of securities as a result of
any reorganization, merger, consolidation, recapitalization, reclassification,
dividend or other distribution, stock split, reverse stock split or the like).

"THERMO  Marks"  means  any  and  all  trademarks, trade names, service  marks,
service  names,  logos  and similar proprietary  rights  owned,  controlled  or
licensed by THERMO and currently  used  or  to  be  used in connection with the
Cryoseal System or the Autologous Thrombin System.

"THERMO Shares" has the meaning set forth in Section 11.3(a).

"THERMO's  Point  of  Shipment"  means  THERMO's  Rancho  Cordova,   California
manufacturing  facilities or the manufacturing facilities of the OEM designated
by THERMO in writing.

2.   DISTRIBUTION RIGHTS.

2.1  APPOINTMENT  AS EXCLUSIVE DISTRIBUTOR.  THERMO hereby appoints Distributor
as THERMO's exclusive  distributor  to market, distribute and sell the Cryoseal
System,  including the Products that are  the  components  thereof,  and,  when
developed,  the  Autologous  Thrombin  System,  to  all  existing and potential
customers  ("Customers")  within  the  Territory.   During  the  term  of  this
Agreement,  neither  THERMO  nor  any  other Person (other than Subdistributors
appointed by Distributor) may, directly or indirectly, exercise, license or use
any of the exclusive rights granted to Distributor  herein  (PROVIDED, HOWEVER,
that  THERMO may conduct clinical studies or trials within the  Territory  with
respect  to  the  Products upon prior written notice to, and consultation with,
Distributor).

2.2  APPOINTMENT OF SUBDISTRIBUTORS.

(a)  Distributor may  appoint  one  or  more Persons to act as a subdistributor
(each a "Subdistributor" and, collectively,  the  "Subdistributors") within any
portion  of  the Territory and assign to such Subdistributor  any  and  all  of
Distributor's rights hereunder, and delegate to such Subdistributor any and all
of Distributor's  obligations  hereunder,  with respect to any Subdistributor's
portion  of  the Territory.  Distributor may appoint  only  one  Subdistributor
within any portion  of  the  Territory.   Notwithstanding any such appointment,
Distributor shall remain responsible for the  performance by any Subdistributor
of  Distributor's  obligations  within  such Subdistributor's  portion  of  the
Territory.
                                    4

(b)  Pursuant to its rights under Section  2.2(a),  Distributor hereby appoints
the Persons listed on EXHIBIT B as Subdistributors under  this  Agreement.  The
appointment  of any additional Person as a Subdistributor under this  Agreement
shall be subject to the prior written approval of THERMO.

2.3  TRADEMARK  LICENSE.   In addition, THERMO hereby grants to Distributor and
its Subdistributors the non-exclusive,  royalty-free  right  and license to use
all THERMO Marks in connection with the marketing, distribution, sale and post-
sale   field  service,  technical  assistance  and  support  of  the  Products.
Distributor  agrees not to alter, obliterate, deface or remove any THERMO Marks
displayed on any  Product or its packaging, or add any name, brand or trademark
thereto without the  prior  written  consent  of  THERMO.   Notwithstanding the
foregoing,  "Dideco  S.p.A."  and/or  Dideco's trademarks may be  displayed  on
Product packaging, and the parties shall  reasonably cooperate with one another
to ensure that all Product packaging and labelling  prepared  by  THERMO or its
designated  OEM  complies  with  applicable  law.   Except as provided in  this
Agreement,  nothing  herein  shall  grant  to  Distributor   or   any   of  its
Subdistributors  any right, title or interest in the THERMO Marks, which right,
title and interest  shall be vested in THERMO.  Distributor shall notify THERMO
if, during the term of  this  Agreement, Distributor becomes aware of any other
Person who is using any trademark,  trade  name,  service mark, service name or
logo that is substantially or confusingly similar to  those  owned  or  used by
Distributor pursuant to the authority granted by THERMO hereunder.

2.4  RESERVATION  OF  TITLE.   THERMO reserves to itself and retains all right,
title  and interest in and to the  Applicable  THERMO  Technology  and  to  any
modifications,  enhancements,  improvements  and  upgrades  thereto.  Except as
otherwise provided in the Manufacturing License Agreement, Distributor  may not
duplicate, translate, decompile, reverse engineer or adapt the Products without
THERMO's prior written consent.

2.5  OTHER DISTRIBUTORS.  THERMO shall forward to Distributor all inquiries  or
requests  for  information  regarding,  or  purchase  orders for, Products from
Persons  within the Territory.  THERMO shall not sell Products  to  any  Person
outside of the Territory that THERMO knows or should have known intends to ship
the same to  Persons  within  the  Territory.   Notwithstanding  the foregoing,
nothing  in this Agreement shall prevent any authorized distributor  of  THERMO
located in  a  member  state  of  the  European  Union  that is not part of the
Territory from making passive sales into the Territory, nor  shall  anything in
this  Agreement  prohibit  Distributor from accepting passive sales orders  for
Products from Persons located  in  member states of the European Union that are
outside of the Tively seeking customers  for  Products outside of the Territory
or  has  not  established  a branch office or does  not  maintain  a  warehouse
primarily  for  the purpose of  seeking  customers  for  Products  outside  the
Territory.

2.6  NO OTHER RIGHTS.   Except  as  expressly  provided  in  this Agreement, no
right,  title,  or  interest  is  granted  by THERMO to Distributor  hereunder.
Subject to Section 2.8, THERMO may distribute  products other than Products and
Additional Products within the Territory, either directly or indirectly through
distributors,  and  no  right,  title  or  interest is  granted  by  THERMO  to
Distributor relating to such products.

2.7  CE MARKS.  THERMO shall satisfy, or shall  cause  its  designated  OEM  to
satisfy, all requirements necessary under the Medical Device Directive to place
its  CE  Mark,  or  the  CE Mark of its designated OEM, on each of the Products
initially listed on EXHIBIT  A,  and, with respect to each such Product, THERMO
or its designated OEM must be entitled  under  the  Medical Device Directive to

                                       5

place  its  CE  Mark  on  such Product no later than June  14,  1998.   Without
limiting the generality of  the  foregoing,  THERMO shall prepare, maintain and
provide to Distributor a copy of the "Technical  Documentation  File"  for each
Product  on  or  before  April 15, 1998, to facilitate Distributor's compliance
obligations  for market vigilance  under  the  Medical  Device  Directive  with
respect to Products  sold within the European Union.  In addition, THERMO shall
keep Distributor informed  periodically  and  at  Distributor's  request of the
status  of  its and its designated OEM's efforts to become qualified  to  place
CE Marks on the Products.

2.8  ADDITIONAL PRODUCTS.

(a)  Subject  to  the  terms  and conditions of this Section 2.8, THERMO hereby
grants to Distributor, and Distributor  hereby  accepts,  the  right  of  first
refusal  to  distribute,  market  and  sell exclusively to Customers within the
Territory  any  additional  devices,  products   and   related  components  and
accessories manufactured by or on behalf of THERMO prior  to  or after the date
hereof  and  available,  or  expected to be made available, for commercial  use
(hereinafter referred to as an  "Additional  Product"); PROVIDED, HOWEVER, that
Distributor may not exercise the right of first  refusal  granted  to  it under
this  Section  2.8(a)  until  the date upon which Distributor is deemed to have
exercised the Manufacturing Option under Section 11.

(b)  THERMO shall give Distributor  prompt  written  notice  at  least  six (6)
months  prior  to  THERMO's  projected  launch  date of any Additional Product.
Distributor shall furnish written notice to THERMO within sixty  (60) days from
the  date of its receipt of such written notice from  THERMO  of  Distributor's
acceptance  or  non-acceptance  of the addition of such Additional Product as a
Product hereunder.  If Distributor  delivers  timely a written notice to THERMO
accepting the addition of such Additional Product, Distributor shall become the
exclusive distributor of such Additional Product  within the Territory and such
Additional  Product  shall constitute a Product hereunder  (and  be  added  (or
deemed to be added) to EXHIBIT A).  The initial price of any Additional Product
to be purchased hereunder  will  be subject to negotiation between the parties;
PROVIDED, HOWEVER, that if the parties  are  unable  to  agree upon a price for
such  Additional  Product,  the initial price will be equal to  the  lesser  of
(a) seventy-five percent (75%)  of  THERMO's  U.S.  retail  list price, if any,
established  by  THERMO  for such Additional Product and (b) the  lowest  price
being paid or to be paid by  any  other THERMO distributor at any time for such
Additional Product.  Distributor shall promote each accepted Additional Product
within the Territory in accordance  with the terms of this Agreement, PROVIDED,
HOWEVER, that the parties will use their  commercial best efforts to agree upon
minimum  purchase  requirements  for  such  Additional   Product   as  soon  as
practicable  after  the  date  that  Distributor  delivers a written notice  of
acceptance of such Additional Product, but no later  than  the  date upon which
THERMO (or its designated OEM) obtains the right to place its CE  Mark  on such
Additional Product (which THERMO shall bear the responsibility of obtaining).

(c)  In  the  event Distributor does not deliver a written notice of acceptance
of such Additional  Product  within  the  sixty  (60)  day  period set forth in
Section  2.8(b), THERMO shall be free to seek other means of distributing  such
Additional Product within the Territory.

3.   TERMS OF PURCHASE OF PRODUCTS.

3.1  TERMS  AND  CONDITIONS.   All  purchases  of  Products  hereunder shall be
subject  to  the  provisions  of  this Agreement.  Unless otherwise  agreed  in
writing, nothing contained in any purchase  order  submitted  pursuant  to this
Agreement  shall in any way modify or add any provision to this Agreement.   In

                                     6

the event of  a  conflict  between  the  terms  of  any  purchase order and the
provisions of this Agreement, the provisions of this Agreement shall govern.
3.2  PRICES.  All prices for Products purchased by Distributor  hereunder shall
be  F.O.B.,  THERMO's Point of Shipment.  The initial price to Distributor  for
each Product is  set forth opposite such Product in EXHIBIT A, and such initial
price will remain  fixed  for the period commencing on the Entitlement Date and
ending on the second anniversary  of  the  Entitlement  Date.   Thereafter, the
purchase price to Distributor for such Product may be increased or decreased by
THERMO  upon  not  less  than  ninety  (90)  days'  prior  written  notice   to
Distributor,  PROVIDED,  HOWEVER,  that in no event shall the purchase price of
any Product at any time exceed the lesser  of (a) seventy-five percent (75%) of
THERMO's U.S. retail list price, if any, established by THERMO for such Product
and (b) the lowest price being paid at such  time  or  to be paid by any THERMO
distributor for such Product.

3.3  CERTAIN  TAXES.   The  parties  acknowledge  that the purchase  prices  of
Products set forth in EXHIBIT A do not include any  sales,  excise,  use, value
added or other government taxes or duties that may be applicable to the export,
import  or  purchase of the Products, and Distributor agrees that it will  bear
all such taxes  and  duties.   When  THERMO has the legal obligation to collect
and/or  pay such taxes or duties, the appropriate  amount  shall  be  added  to
Distributor's  invoice  and  paid  by Distributor to THERMO, unless Distributor
provides  THERMO  with  a valid tax exemption  certificate  authorized  by  the
appropriate governmental  taxing  authority.   Notwithstanding  anything to the
contrary,  THERMO shall be solely liable for all income and income-based  taxes
imposed  on THERMO  under  applicable  law,  which  taxes  shall  be  the  sole
responsibility  of  THERMO,  and  Distributor may withhold or deduct such taxes
from payments made to THERMO if required under applicable law.

3.4  ORDER AND ACCEPTANCE.  All orders  for  Products  shall  be  by means of a
signed written purchase order, in a form to be furnished by THERMO, which shall
be  submitted  to THERMO at THERMO's address for notice purposes set  forth  in
Section 12.4, and  shall  request  a  delivery  date.   Orders may be placed by
telephone, facsimile transmission or, upon the parties' agreement,  on THERMO's
Web-Site;  PROVIDED,  HOWEVER,  that  a  signed  confirming  purchase order  is
received  by  THERMO  ten  (10)  business days after a telephonic or  facsimile
order.  No order shall be binding  upon  THERMO  until  accepted  by  THERMO in
writing,  and  THERMO  shall  accept or reject an order within 72 hours of  its
receipt.   THERMO  shall have no  liability  to  Distributor  with  respect  to
purchase  orders that  are  not  accepted.   Notwithstanding  anything  to  the
contrary, all  orders  for  Products placed by Distributor shall be accorded by
THERMO at least equal priority  and  treatment  with  orders  placed  by  other
Persons (including, without limitation, THERMO's other distributors).

3.5  INVOICING;  PAYMENT.   THERMO  shall submit an invoice to Distributor with
each shipment of Products ordered by  Distributor.   Each  invoice shall be due
and payable net sixty (60) days from the date of invoice.  All  invoices  shall
be sent to Distributor's address for notice purposes set forth in Section 12.4,
without  regard  to  the  actual  shipping address for the Products.  Each such
invoice  shall  state  Distributor's aggregate  and  unit  purchase  price  for
Products in the relevant  shipment,  plus  any  freight,  taxes  or other costs
incident to the purchase or shipment initially paid by THERMO and  to  be borne
by Distributor hereunder.  Distributor shall make all payments to THERMO  under
this  Agreement  in  United  States dollars in immediately available funds to a
bank account designated by THERMO in such invoice.

                                    7


3.6  SHIPPING; RISK OF LOSS.

(a)  All Products delivered by  THERMO  pursuant  to  this  Agreement  shall be
suitably  packed for surface or air shipment, in Distributor's sole discretion,
in THERMO's  standard shipping cartons, marked for shipment to such location or
locations as Distributor  may  designate,  and  delivered to Distributor or its
carrier, F.O.B., THERMO's Point of Shipment.  Risk  of  loss  of Products shall
pass  to  Distributor  upon  delivery  to  the carrier at the F.O.B.  point  of
shipment.  All Products shipped by THERMO hereunder  shall  have  affixed to it
and  bear  its  (or  its  OEM's) CE Mark in accordance with the Medical  Device
Directive which shall be in  a  visible,  legible  and  indelible  form  on the
Products  or  its  sterile  pack,  and  on  the  instructions  for  use.  Where
applicable, the CE Mark shall appear on the sales packaging for the Products.

(b)  THERMO  shall ship all Products in accordance with Distributor's  delivery
instructions specified  in  Distributor's  purchase  orders; PROVIDED, HOWEVER,
that if Distributor does not provide delivery instructions  with respect to the
carrier  to  be  used,  THERMO  may  use  its customary carrier.  All  freight,
insurance and other shipping expenses, as well as any special packing expenses,
shall be paid by Distributor.  Distributor shall also bear all applicable taxes
and duties that may be assessed against the  Products  after  delivery  to  the
carrier F.O.B., THERMO's Point of Shipment.

(c)  THERMO  shall  use  its  commercial  best  efforts to deliver all Products
ordered  by  Distributor  in  accordance  with  the  requested  delivery  dates
indicated  in  Distributor's  purchase  orders; PROVIDED,  HOWEVER,  that  such
purchase orders are submitted at least ninety  (90) days prior to the requested
delivery date.  All orders for Products placed by Distributor shall be accorded
at  least  equal priority and treatment with orders  placed  by  other  Persons
(including, without limitation, THERMO's other distributors).  All shipments of
Pss THERMO receives  from  Distributor, no later than sixty (60) days after the
receiving date of a given shipment, written notice specifying the shipment, the
purchase order number and the  exact  nature  of  the  discrepancy  between the
shipment  and  the  order.  All freight charges shall be deemed correct  unless
THERMO receives from  Distributor,  no  later  than  sixty  (60) days after the
receiving date of a given shipment, written notice specifying the shipment, the
purchase order number and the exact nature of the discrepancy  in  the  freight
cost.   THERMO  shall  issue  an  explanation  of  the  charges  or a credit to
Distributor's  account  within thirty (30) days of receipt of any such  written
notice from Distributor.

4.   WARRANTIES; REMEDIES FOR NON-CONFORMING PRODUCTS.

4.1  THERMO warrants to Distributor  and  the  Subdistributors  that  (a)  with
respect  to  the  CS-1,  such  Product  conforms  to the written specifications
contained in the Operator's Manual and/or Service Manual  for  such Product and
is free from defects in material and workmanship under normal and proper use in
accordance  with  applicable instructions for a period equal to the  lesser  of
(i) two (2) years from  the date of shipment or (ii) one (1) year from the date
such device is placed in  service,  and (b) with respect to all other Products,
such Product is free from defects in  material and workmanship during the shelf
life of such Product, PROVIDED, HOWEVER,  that,  in the case of clauses (a) and
(b), the warranty periods shall be no less than that  prescribed  by applicable
law.

4.2  In the event that any Product purchased hereunder is defective or fails to
conform  to  the  warranties  set  forth  in Section 4.1, THERMO will (a)  with

                                     8

respect to the CS-1, repair or replace, at THERMO's election, such defective or
non-conforming Product, PROVIDED that Distributor  is  unable  to  repair  such
defective  or  non-conforming  Product at one of Distributor's warranty service
centers  located within the Territory,  and  (b)  with  respect  to  any  other
Products, replace the defective or non-conforming Product.  Any Product returns
must  be  assigned   a   Return  Authorization  number.   To  obtain  a  Return
Authorization number for any  Products to be returned, Distributor shall notify
THERMO of the description of such  Product,  the  quantity  to be returned, the
reason  for  the  return  and  the date of its original purchase.   The  Return
Authorization number shall be displayed  on the outside of the shipping box and
the Product shall be suitably packed to prevent  damage.   All  Product returns
shall be sent directly to THERMO, insured by Distributor, the Subdistributor or
its Customer.  All cost and expenses reasonably incurred in connection with the
return  of  any  defective  or  non-conforming  Product shall be reimbursed  by
THERMO.

4.3  DISCLAIMER  OF OTHER WARRANTIES.  EXCEPT AS PROVIDED  IN  THIS  AGREEMENT,
THERMO MAKES NO OTHER  WARRANTIES, EXPRESS OR IMPLIED, AS TO THE PERFORMANCE OF
PRODUCTS OR AS TO SERVICE  TO  DISTRIBUTOR  OR  TO  ANY  OTHER  PERSON.  THERMO
SPECIFICALLY  DISCLAIMS THE IMPLIED WARRANTIES OF MERCHANTABILITY  AND  FITNESS
FOR A PARTICULAR PURPOSE.

4.4  CUSTOMER WARRANTIES.  Distributor and its Subdistributors shall pass on to
their Customers  the  Product  warranties  set  forth in Section 4.1, a copy of
which  Product  warranties  will  be  included  in THERMO's  packaging  of  the
Products.

5.   ADDITIONAL OBLIGATIONS OF DISTRIBUTOR.

5.1  COMPLIANCE WITH LAWS.  Distributor shall comply  in  all material respects
with the laws and regulations (including, without limitation, health and safety
regulations)  applicable to the marketing, distribution and  sale  of  Products
within the Territory.   Distributor  shall  monitor the appropriate information
sources in the Territory for material changes  in  such  laws  and  regulations
relating to the distribution of Products within the Territory and notify THERMO
in writing of all such material changes.

5.2  CLINICAL  TRIALS.   Distributor may, at its expense, organize and  conduct
clinical trials that Distributor  believes  is  reasonably necessary to market,
distribute and sell the Products within the Territory, it being understood that
Distributor  may  determine  that it is not economically  feasible  to  conduct
clinical  trials in all countries  within  the  Territory.   Distributor  shall
promptly notify  THERMO  of any clinical trials conducted by Distributor within
the Territory, and THERMO  will  cooperate with any clinical design measures or
other requirements reasonably requested  by  Distributor.   All  data collected
from, and written reports prepared with respect to, such clinical  trials shall
be  furnished  to  THERMO  for  its  review  and  use  as  it  deems reasonably
appropriate.

5.3  REGISTRATIONS,  LICENSES  AND  PERMITS (OTHER THAN CE MARKS).   Except  as
provided in Section 2.7 with respect  to  the CE Marks, if and as required from
time to time under the laws of any country  within  the  Territory, Distributor
shall, at its expense, apply for and use its commercially reasonable efforts to
obtain all registrations, licenses and permits that Distributor deems necessary
to market, distribute and sell the Products within such country.   THERMO shall
reasonably cooperate with Distributor in connection with Distributor's  efforts
to  obtain such registrations, licenses and permits.  Distributor shall furnish
to THERMO  copies  of  all  applications,  and  all registrations, licenses and

                                       9

permits obtained therefrom, for the Products.  Upon  the  expiration or earlier
termination of this Agreement and except as otherwise required  by  Distributor
to  perform  its  obligations  under the Manufacturing License Agreement,  such
registrations, licenses and permits  shall  be  transferred  to  THERMO or to a
Person reasonably designated by THERMO, to the extent permitted by the terms of
such registrations, licenses or permits and by applicable law, and THERMO shall
reimburse  Distributor  for  the  expenses reasonably incurred to transfer  the
same.

5.4  PROMOTION OF PRODUCTS; ADVERTISING.

(a)  The parties acknowledge and agree that Distributor is and will be under no
obligation to market, distribute or  sell  any  Products  until the Entitlement
Date.  Thereafter, Distributor shall use its good faith commercially reasonable
efforts to promote the sale of the Products within the Territory.   Distributor
shall advertise and otherwise promote the Products in a commercially reasonable
manner and furnish appropriate Product information and promotional materials to
its  Customers.   Distributor  shall  sell the Products under the THERMO  Marks
and/or  other  trademarks or trade names  by  which  they  are  labeled  (which
labelling shall  be  mutually agreed upon by the parties).  Distributor may not
add any trade names or  trademarks  to  the  Products (other than Distributor's
name and trademarks) without the prior written consent of THERMO.

(b) Distributor may refer to and advertise itself as an"Authorized Distributor"
of the Products within  all  or  any portion of the Territory, and may 
indicate on its stationery, business cards  or other printed materials that it
is an "Authorized Distributor" of Products and,  subject  to THERMO's prior
approval, may have THERMO Marks imprinted thereon.

5.5  MINIMUM PURCHASES.  Distributor agrees to purchase from THERMO the minimum
number of units  of  each  Product as set forth on EXHIBIT C during each of the
four calendar quarters commencing  in  the  calendar  quarter  during which the
Entitlement  Date  occurs.  Thereafter, the parties shall use their  respective
good faith commercially  reasonable  efforts  to  agree on new minimum purchase
requirements hereunder for each of the next four calendar  quarter  periods (or
such   lesser   period),  which  negotiations  shall  commence  no  later  than
ninety (90) days prior to end of the then-current four-calendar quarter period.
If the parties are  unable  to  reach  an  agreement  on  new  minimum purchase
requirements,  such  requirements  shall  be  based  on  the purchase forecasts
furnished  by  Distributor  to  THERMO under Section 5.6.  Notwithstanding  the
foregoing, Distributor shall be under  no  obligation  to  purchase  any CP-1's
hereunder from and after the date upon which Distributor has obtained the right
to  place  its  CE  Mark  on  the  CP-1  for sale within the European Union, as
contemplated by the Manufacturing License Agreement.

5.6  PURCHASE FORECASTS.  Distributor acknowledges  that THERMO must enter into
long-term commitments for materials to complete the manufacture  of Products to
be  purchased  by  Distributor  hereunder.   Accordingly,  within  twenty  (20)
business days following the Entitlement Date and, thereafter, within  ten  (10)
business  days  following the last day of each calendar quarter during the term
of this Agreement, Distributor shall furnish to THERMO a tentative, non-binding
forecast  for  Distributor's  purchase  requirements  of  Products  during  the
immediately succeeding four (4) calendar quarters.

5.7  QUARTERLY SALES  REPORTS.   Distributor  shall furnish to THERMO, no later
than the tenth business day following the end of  each  calendar quarter during
the term of this Agreement, sales data as may be reasonably requested by THERMO

                                     10

for each of the Products distributed within the Territory  during such calendar
quarter.

5.8  FACILITIES AND INVENTORY; REPAIR AND REPLACEMENT PARTS STOCK.  Distributor
shall maintain sufficient Product inventory, essential spare parts, warehousing
and distribution facilities and warranty service centers within  the  Territory
to fulfill adequately the reasonable needs of its Customers for Products and to
service  the  CS-1.   Distributor shall purchase THERMO's standard "Repair  and
Service Parts Package"  which currently consists of components that may require
replacement in the normal  course  of installation and service of the CS-1.  In
addition, Distributor shall purchase replacement parts for all Products used on
a monthly basis to ensure that Distributor  may timely respond to requests from
Customers for replacement parts.

5.9  TRANSLATION OF MATERIALS.  Distributor shall  bear  the  cost of preparing
sales literature and other promotional materials for the Products  in the local
country  languages  of  the  Territory,  and  shall  arrange  and  pay  for the
translation  of  all  service  and  operator manuals for the Products as may be
necessary,  in  Distributor's  judgment,  for  the  sale  of  Products  in  the
Territory.  Distributor shall reimburse  THERMO  for  any  expenses  reasonably
incurred by it prior to the date hereof for such translation.

5.10 MARKET  RESEARCH.   Distributor  shall assist THERMO in assessing customer
requirements  for  the  Products,  including   modifications  and  improvements
thereto, in terms of quality, design, functional capability and other features.
Distributor shall advise THERMO on market conditions as reasonably requested by
THERMO.

5.11 OTHER INFORMATION REPORTING.

(a)  Distributor shall provide to THERMO, at Distributor's  expense, (i) within
three (3) calendar days (or such other time period as required under applicable
FDA regulations) after Distributor becomes aware of any death,  serious  injury
or  suspected  serious  injury  relating  to the Products, detailed information
relating to Customer complaints concerning  death,  serious injury or suspected
serious injury, and (ii) within five (5) days (or such  other time period under
applicable  FDA  regulations)  after  Distributor becomes aware  of  any  other
Customer complaint relating to the Products,  detailed  information relating to
such  other  Product  complaints  from  Customers.  Such information  shall  be
provided in English and shall include, without  limitation, any and all follow-
up information as such follow-up information becomes available to Distributor.

(b)  Distributor  shall  provide  to THERMO, at Distributor's  expense  and  in
English, each and every quality and/or  service  complaint  within  thirty (30)
business days after receipt of such complaint by Distributor.

5.12 CONSEQUENCES  OF FAILURE TO REPORT.  If Distributor fails to submit  in  a
timely manner any report  described  in  Section  5.11 and fails to cure within
thirty  (30)  days  of written notice by THERMO, THERMO  may  withhold  Product
shipments hereunder until the report is received by THERMO.

5.13 POST-SALE  FIELD  SERVICE,  TECHNICAL  ASSISTANCE  AND  SUPPORT;  WARRANTY
SERVICE.  Subject  to  this  Section  5.13,  Distributor  shall  provide to its
Customers  post-sale  field  service,  technical  assistance  and  support  for
Products  sold  by  Distributor in the Territory.  At the request of Customers,
Distributor shall (a)  install  and  service the CS-1, (b) perform all required

                                     11

inspections of installation and required  service  of  the CS-1, as applicable,
and  (c)  timely  respond  to  Customer calls and claims with  respect  to  the
Products.  If Distributor performs  any  post-sale  warranty  service  for  its
Customers  during  the  warranty period for any Product, THERMO shall reimburse
Distributor for the costs  and  expenses  reasonably incurred by Distributor in
performing such service (PROVIDED that if such warranty service is performed in
the  European  Union,  such  expenses  shall be  based  on  customary  "tariff"
charges).  The cost of any field service  or  other  support  for  any  Product
performed by Distributor after the expiration of the applicable warranty period
for  such  Product  shall be agreed upon between Distributor and its Customers.
Distributor shall furnish  to  THERMO copies of any written reports prepared by
Distributor with respect to warranty repairs made by Distributor to the CS-1.

5.14 MARKET VIGILANCE.  Following  the  Entitlement Date, Distributor shall, in
accordance with the Medical Device Directive,  prepare  and maintain during the
term  of  this Agreement the "Device Master Record" for market  vigilance  with
respect to the Products sold in the Territory.

5.15 U.S. EXPORT  CONTROLS.   Distributor  understands  and  acknowledges  that
THERMO  is  subject  to regulation by agencies of the United States Government,
including, without limitation, the United States Department of Commerce and the
FDA, which prohibit export  or  diversion of certain products and technology to
certain countries.  Any and all obligations  of THERMO to provide the Products,
documentation, or any media in which any of the foregoing is contained, as well
as any other technical assistance shall be subject  in  all  respects  to  such
United  States  laws  and  regulations  as  shall  from time to time govern the
license and delivery of technology and products abroad  by  Persons  subject to
the jurisdiction of the United States, including the Export Administration  Act
of  1979,  as amended, any successor legislation, and the Export Administration
Regulations   issued   by   the   Department  of  Commerce,  Bureau  of  Export
Administration.   Distributor  agrees  to  cooperate  with  THERMO,  including,
without limitation, providing required documentation, in order to obtain export
licenses or exemptions therefrom.

6.   ADDITIONAL OBLIGATIONS OF THERMO.

6.1  COMPLIANCE WITH LAWS.  THERMO shall comply, and shall cause its designated
OEM to comply, in all material respects  with  all  laws and regulations within
the Territory and the United States applicable to the  manufacture,  labelling,
packaging  and  sale  of the Products.  Without limiting the generality of  the
foregoing, THERMO shall  manufacture,  and  shall cause its designated OEM's to
manufacture,  all  Products in accordance with  "Quality  Systems  Regulations"
(QSR's) and other applicable laws, rules and regulations.

6.2  PRO PURPOSES, (A)  100  CP-1'S,  (B)  100  CRYOSEAL SYSTEM AP-1 DISPOSABLE
APPLICATORS, (C) 50 CRYOSEAL SYSTEM DT-1 DISPOSABLE DOT TIP APPLICATORS, (D) 50
CRYOSEAL  SYSTEM  DISPOSABLE  ST-1  DISPOSABLE  SPRAY   TIP   APPLICATORS   AND
(E)  TWO (2) CS-1'S (ONE OF WHICH, AS OF THE DATE HEREOF, HAS BEEN DELIVERED TO
DISTRIBUTOR).

6.3  PROMOTIONAL  MATERIALS.   THERMO,  at  THERMO's  expense, shall provide to
Distributor reasonable quantities of Product sales literature,  advertising and
promotional materials and point-of-purchase materials (I.E., product  displays)
in  English  that  have  been prepared by or on behalf of THERMO.  In addition,
THERMO shall cooperate with  Distributor in preparing promotional materials for
use in the Territory.

6.4  TRADE SHOWS.  THERMO shall  send  a  representative of THERMO, at THERMO's

                                      12

expense, to the major international meeting  trade  shows for products that are
similar  to  the Products, including the International  Society  of  Blood  and
Transfusion (ISBT),  the  European  Society  for  Hemapheresis  (ESPH)  and the
European Association of Cardiothoracic Surgeons (EACTS).

6.5  SUPPORT.   THERMO,  at  THERMO's  expense,  shall  provide consultation to
Distributor concerning technical aspects and use of the Products  from  time to
time as reasonably requested by Distributor.

6.6  SCIENTIFIC AND TECHNICAL INFORMATION.  THERMO shall provide to Distributor
scientific  and  technical  information  available  to  THERMO and required for
distribution to obtain any registrations, licenses and permits required for the
sale and distribution of the Products within the Territory,  or  to  respond to
inquiries from Customers, or governmental or regulatory authorities.

6.7  TRAINING.  THERMO shall provide Product training for Distributor's product
managers   and  field  service  personnel  on  an  as-needed  basis  to  enable
Distributor  to  promote  the  sale  of Products and to perform post-sale field
service, technical assistance and support  for its Customers.  Without limiting
the generality of the foregoing, within sixty  (60)  days  following  the  date
hereof, at least one of Distributor's product managers or sales representatives
shall  be trained by THERMO in the marketing, installation and servicing of the
Products.   Such training shall be conducted, at THERMO's election, at THERMO's
Rancho Cordova,  California  facilities  or  at  Distributor's Mirandola, Italy
facilities,  and  will  be  provided without charge to  Distributor;  PROVIDED,
HOWEVER, that all out-of-pocket  expenses  incurred  by Distributor's personnel
while  attending  such  training in California, including  travel  and  housing
expenses,  shall  be borne  by  Distributor,  or  such  out-of-pocket  expenses
reasonably  incurred   by   THERMO   to   send  a  training  representative  to
Distributor's  facilities  in Italy shall be  reimbursed  by  Distributor.   In
addition, THERMO will provide  Product  updates  and  service bulletins as they
become available.

6.8  INFORMATION REPORTING.  THERMO shall provide to Distributor,  at  THERMO's
expense,  (a) information regarding any discovered defects in the Products,  or
any malfunction  or  deterioration  in the performance of the Products, (b) any
inadequacy in the labeling or the instructions  for  use which might lead to or
might have led to the death of a patient or user or to  a serious deterioration
in his state of health, (c) within three (3) calendar days  (or such other time
period as required under applicable FDA regulations) after THERMO becomes aware
of  any  death,  serious  injury  or suspected serious injury relating  to  the
Products,  detailed  information relating  to  Customer  complaints  concerning
death, serious injury  or suspected serious injury and (d) within five (5) days
(or such other time period  under  applicable  FDA  regulations)  after  THERMO
becomes  aware  of  any  other  Customer  complaint  relating  to the Products,
detailed information relating to such other Product complaints from customers.

6.9  MAINTENANCE OF PATENTS AND TRADEMARKS.  THERMO shall, at its  own cost and
expense,  apply for, prosecute, register, maintain and renew all Patent  Rights
and THERMO  Marks  within  the European Union (and, if necessary, all countries
within the European Union) and  Israel,  and  Distributor  shall cooperate with
THERMO with respect to the same at THERMO's reasonable request.   In  addition,
THERMO  shall,  at  its  own  cost and expense, apply for, prosecute, register,
maintain and renew all Patent Rights and THERMO Marks in such other portions of
the  Territory  as  THERMO  may  determine  in  its  reasonable  judgment,  and
Distributor shall cooperate with THERMO  with  respect  to the same at THERMO's
reasonable  request.  In the event that THERMO elects to abandon  or  otherwise
not maintain any Patent Rights or THERMO Marks, it shall furnish to Distributor
at least ninety  (90)  days'  prior  written notice before the expected date of

                                       13

abandonment  or non-maintenance, and furnish  to  Distributor  all  information
reasonably necessary  and  appropriate relating to such Patent Rights or THERMO
Marks.  Distributor may pursue  the  maintenance  and  renewal  of  such Patent
Rights or THERMO Marks in THERMO's name, in which event THERMO shall  reimburse
Distributor  for such costs and expenses (or Distributor may deduct such  costs
and  expenses  from   any  payments  due  to  THERMO  hereunder  or  under  the
Manufacturing License Agreement).   Notwithstanding  anything  to the contrary,
THERMO will not at any time do or permit to be done any act or thing that would
in any way impair the rights of Distributor in and to the Patent  Rights or the
THERMO Marks, or which would adversely affect the validity of the Patent Rights
or THERMO Marks.

6.10 RESPONSIBLE  PERSON.   THERMO  shall  notify  the  TUV  Rheinland and  the
competent  authorities  of the member states of the European Union  within  the
Territory that it has designated  Distributor as the person responsible for the
marketing  and  distribution  of  the  Products   within   the  Territory,  and
Distributor's  address  for  notice  purposes  in  Section  12.4 shall  be  the
registered place of business for such purposes.

7.   REPRESENTATIONS AND WARRANTIES OF THE PARTIES.

7.1  THERMO.  THERMO hereby represents and warrants to Distributor that:

(a)  THERMO  is  a  corporation  duly incorporated, validly existing  and  good
standing under the laws of the State  of  Delaware, and has all corporate power
and authority to own, lease and operate its  properties  and  to  carry  on its
businesses  as  it  is  currently  being  conducted.   THERMO has all necessary
corporate power and authority to enter into this Agreement  and  to perform its
obligations  hereunder.  This Agreement has been duly authorized, executed  and
delivered by THERMO.

(b)  The execution,  delivery  and  performance by THERMO of this Agreement and
the consummation of the transactions  contemplated  hereby  do  not  violate or
conflict  with  the  Certificate  of  Incorporation  or  Bylaws  of THERMO, any
material  contract,  agreement or instrument to which THERMO is a party  or  by
which it or its properties  are  bound, or any judgment, decree, order or award
of any court, governmental body or  arbitrator by which THERMO is bound, or any
law, rule or regulation applicable to THERMO.

(c)  THERMO is the sole, exclusive and  lawful  owner  of  all right, title and
interest  in  and  to  the  Applicable  THERMO Technology incorporated  in  the
Cryoseal System and the Autologous Thrombin  System  and  to  the THERMO Marks,
free  and clear of all liens, claims, security interests or other  restrictions
or encumbrances.   THERMO  has  not  granted  to  any other Person any license,
franchise  or  other rights to acquire, use or exploit  the  Applicable  THERMO
Technology within the Territory (or any portion thereof).  THERMO has the right
to grant the distribution  and  other  rights to Distributor hereunder, without
the consent of any other Person.

(d)  (i) To the best knowledge of THERMO,  all patents, patent applications and
provisional patent applications constituting  the  Applicable THERMO Technology
are currently in compliance with all formal legal requirements  and  are  valid
and  enforceable, (ii) none of the Applicable THERMO Technology has been or  is
currently  involved  in any interference, reissue, re-examination or opposition
proceeding, (iii) to the  best  knowledge  of  THERMO,  there is no potentially
interfering patent, patent application or provisional patent application of any

                                       14

Person  with  respect to the Applicable THERMO Technology,  (iv)  to  the  best
knowledge of THERMO,  no  patent,  trade  secret  or  know-how that constitutes
Applicable  THERMO  Technology  is being infringed or has  been  challenged  or
threatened in any way, and (v) to  the best knowledge of THERMO, the marketing,
distribution and sale of the Products  does  not and will not infringe upon the
rights  of  any  third  party.   There  is no pending  or,  to  its  knowledge,
threatened claim, suit, action or other proceeding  involving  a claim that the
manufacture  or  sale  of  the  Cryoseal  System  infringes  or  violates   the
intellectual property rights of any other Person.

7.2  DISTRIBUTOR.  Distributor hereby represents and warrants to THERMO that:

(a)  Distributor  is  a  company  duly organized and existing under the laws of
Italy, and has all power and authority to own, lease and operate its properties
and to carry on its businesses as currently  conducted.   Distributor  has  all
necessary  power  and authority to enter into this Agreement and to perform its
obligations hereunder.   This  Agreement has been duly authorized, executed and
delivered by Distributor.

(b)  The execution, delivery and  performance  by Distributor of this Agreement
and the consummation of the transactions contemplated  hereby do not violate or
conflict with the Certificate of Incorporation or Bylaws  of  Distributor,  any
material  contract,  agreement or instrument to which Distributor is a party or
by which it or its properties  are  bound,  or  any  judgment, decree, order or
award  of any court, governmental body or arbitrator by  which  Distributor  is
bound, or any law, rule or regulation applicable to Distributor.

(c)  Distributor  and  its  Affiliates  have  the  distribution  facilities and
personnel reasonably necessary to perform its functions and otherwise carry out
its obligations under the terms of this Agreement.

8.   TERM AND TERMINATION.

8.1  TERM.   The term of this Agreement shall commence on the date  hereof  and
shall continue  until  the  third  anniversary  of the Entitlement Date, unless
earlier terminated pursuant to Section 8.2.  This  Agreement  shall  be renewed
automatically for successive one (1) year periods unless either party gives the
other  written  notice  of  its  election  to terminate this Agreement at least
ninety  (90) days prior to the expiration of  the  then-current  term  of  this
Agreement.

8.2  TERMINATION OF AGREEMENT.  This Agreement may be terminated as follows:

(a)  The  parties  may  terminate  this  Agreement  upon  their  mutual written
agreement.

(b)  THERMO  may  terminate this Agreement if Distributor breaches any  of  its
material representations,  warranties,  covenants  or  obligations  under  this
Agreement  and  such breach continues for a period of sixty (60) days following
Distributor's receipt of written notice from THERMO setting forth the nature of
such breach; PROVIDED,  HOWEVER,  that  in  the  event such breach is not cured
within such sixty (60) day period, THERMO may not  terminate  this Agreement if
Distributor promptly commences to cure such breach within such  sixty  (60) day
period  and  thereafter  diligently  pursues  such cure to completion; PROVIDED
FURTHER, HOWEVER, that the cure period for any  such  breach  shall  not exceed
ninety (90) days from the date of Distributor's receipt of written notice  from
THERMO.

                                    15

(c)  Distributor  may  terminate  this  Agreement if THERMO breaches any of its
material  representations,  warranties, covenants  or  obligations  under  this
Agreement and such breach continues  for  a period of sixty (60) days following
THERMO's receipt of written notice from Distributor setting forth the nature of
such breach; PROVIDED, HOWEVER, that in the  event  such  breach  is  not cured
within such sixty (60) day period, Distributor may not terminate this Agreement
if  THERMO  promptly  commences to cure such breach within such sixty (60)  day
period and thereafter diligently  pursues  such  cure  to  completion; PROVIDED
FURTHER,  HOWEVER,  that the cure period for any such breach shall  not  exceed
ninety (90) days from  the  date  of  THERMO's  receipt  of written notice from
Distributor.

(d)  Either party may terminate immediately this Agreement  by  written  notice
upon the occurrence of any of the following events:  (i) the other party is  or
becomes  insolvent  or  unable  to  pay its debts as they become due within the
meaning of the United States Bankruptcy  Code (or any successor statute) or any
analogous foreign statute; or (ii) the other  party appoints or has appointed a
receiver for all or substantially all of its assets, or makes an assignment for
the  benefit  of  its creditors; or (iii) the other  party  files  a  voluntary
petition under the  United States Bankruptcy Code (or any successor statute) or
any analogous foreign  statute; or (iv) the other party has filed against it an
involuntary petition under  the United States Bankruptcy Code (or any successor
statute) or any analogous foreign  statute,  and such petition is not dismissed
within ninety (90) days.

8.3  EFFECT OF TERMINATION.

     (a) The expiration or earlier termination  of  this  Agreement  shall  not
     relieve  any party of any of its rights or liabilities arising prior to or
     upon such expiration or earlier termination.

     (b) Within  ten  (10)  business  days  following the effective date of the
     expiration  or earlier termination of this  Agreement,  Distributor  shall
     provide to THERMO  a  complete  inventory  of  Products  in  Distributor's
     possession,  in transit between Distributor's authorized locations  or  in
     transit to Distributor  from THERMO or otherwise in Distributor's control.
     THERMO may inspect Distributor's Product inventory and audit Distributor's
     records in the manner provided hereinabove.

     (c)  Notwithstanding  the  expiration   or  earlier  termination  of  this
     Agreement,  Distributor  may  continue  to  market,  distribute  and  sell
     Products within the Territory after the expiration  or earlier termination
     of this Agreement until the earlier of (i) the date that  Distributor  has
     sold  all  of  its  Product inventory existing as of the effective date of
     expiration or earlier  termination  and (ii) the six (6) month anniversary
     of the effective date of expiration or earlier termination.

8.4  RETURN OF MARKETING MATERIALS.  Distributor  shall  return  to  THERMO all
promotional  materials  for  Products  previously  furnished  by THERMO and  in
Distributor's possession at the time that Distributor is no longer  entitled to
distribute  and sell any Products hereunder or under the Manufacturing  License
Agreement.

8.5  FORCE MAJEURE.   Neither party shall be liable to the other party for non-
performance of or delay  in  performing its obligations hereunder to the extent
that performance is rendered impossible  by  strike,  riot,  war,  acts of God,
earthquake,  fire, flood, governmental acts or orders or restrictions,  failure

                                   16

of suppliers,  or any other reason to the extent that the failure to perform is
beyond the reasonable control of the non-performing party.

9.   CONFIDENTIALITY.

9.1  CONFIDENTIALITY.    Each   party  acknowledges  that,  in  the  course  of
performing its duties and obligations under this Agreement, certain information
that is confidential or proprietary  to such party ("Confidential Information")
will be furnished by the other party or  such  other  party's  representatives.
Each  party  agrees  that any Confidential Information furnished by  the  other
party or such other party's  representatives  will  not  be  used  by it or its
representatives  except  in  connection  with,  and  for  the purposes of,  the
promotion,  marketing, distribution and sale or Products under  this  Agreement
and,  except  as   provided  herein,  will  not  be  disclosed  by  it  or  its
representatives  without   the  prior  written  consent  of  the  other  party.
Notwithstanding  the  foregoing,   the  parties  agree  that  all  Confidential
Information shall be clearly marked  "CONFIDENTIAL" or, if in furnished in oral
form,  shall  be  stated  to  be confidential  by  the  party  disclosing  such
information at the time of such  disclosure  and  reduced  to  a writing by the
party disclosing such information which is furnished to the other party or such
other   party's   representatives  within  forty-five  (45)  days  after   such
disclosure.

9.2  EXCEPTIONS.   The   confidentiality   obligations   of  each  party  under
Section  9.1  do not extend to any Confidential Information  furnished  by  the
other party or  such  other  party's  representatives  that  (i)  is or becomes
generally  available  to  the public other than as a result of a disclosure  by
such party or its representatives,  (ii)  was  available  to  such party or its
representatives on a nonconfidential basis prior to its disclosure  thereto  by
the  other party or such other party's representatives, (iii) was independently
developed  without  the  use  of  the other party's Confidential Information by
representatives of such party who did  not  have  access  to  the other party's
Confidential Information, as established by contemporaneous written records, or
(iv)   becomes   available   to  such  party  or  its  representatives  on   an
nonconfidential basis from a source  other  than  the other party or such other
party's representatives; PROVIDED, HOWEVER, that such  source is not bound by a
confidentiality   agreement  with  the  other  party  or  such  other   party's
representatives.

9.3  COMPELLED  DISCLOSURE.    In   the   event   that   either  party  or  its
representatives are requested or become legally compelled  (by  oral questions,
interrogatories,   requests   for   information  or  document  subpoena,  civil
investigative  demand  or  similar  process)   to   disclose  any  Confidential
Information furnished by the other party or such other  party's representatives
or the fact that such Confidential Information has been made  available  to it,
such  party  agrees  that  it  or its representatives, as the case may be, will
provide the other party with prompt  written  notice of such request(s) so that
the other party may seek a protective order or  other appropriate remedy and/or
waive compliance with the provisions of this Agreement.  In the event that such
protective  order or other remedy is not obtained,  or  that  the  other  party
waives compliance with the provisions of this Agreement, such party agrees that
it will furnish  only  that  portion  of  such Confidential Information that is
legally  required  and  will  exercise  its best  efforts  to  obtain  reliable
assurance that confidential treatment will  be accorded to that portion of such
Confidential Information and other information being disclosed.

9.4  OWNERSHIP OF CONFIDENTIAL INFORMATION.   The party disclosing or otherwise
furnishing  Confidential  Information  to  the  other  party  will  retain  the

                                      17

exclusive  ownership  of  all  right,  title  and  interest   in  and  to  such
Confidential Information.

9.5  SURVIVAL.   The  obligations  of  the parties under this Section  9  shall
survive the expiration or earlier termination of this Agreement for a period of
three (3) years.

9.6  DISTRIBUTOR  AFFILIATES.  THERMO acknowledges  that  certain  Confidential
Information furnished  to  THERMO or THERMO's representatives by Distributor or
Distributor's  representatives   hereunder   may   be   information  concerning
Affiliates  of Distributor.  THERMO agrees that (i) such information  shall  be
deemed to be  Confidential  Information  for  purposes  of  this  Agreement and
(ii)  such  information shall be treated by it and its representatives  in  the
same manner as  it and its representatives shall treat Confidential Information
of Distributor pursuant to its obligations hereunder.

10.  INDEMNIFICATION; INSURANCE.

10.1 THERMO'S INDEMNITY.   THERMO agrees to indemnify, defend and hold harmless
Distributor and its Affiliated  Parties  from  and  against any claims, losses,
damages, liabilities, causes of action, suits, costs  and  expenses,  including
all  reasonable  attorneys'  fees and disbursements of counsel and expenses  of
investigation, incurred by Distributor  or  such Affiliated Parties arising out
of or relating to:

(a)  any  breach  by  THERMO  of  its  material  representations,   warranties,
covenants and agreements under this Agreement;

(b)  any  third  party  claims, actions, suits or proceedings alleging personal
injury or death, or any damage  to  any property, caused or allegedly caused by
any defect in any Product, or the failure  to  warn any Person of any defect in
any Product;

(c)  any compliance by Distributor or any Subdistributor with Article VIII (the
safeguard clause) of the Medical Device Directive  or  the  laws  of any member
state of the European Union implementing such Article; and

(d)  subject to Section 10.6, any claim, action, suit or proceeding brought, or
threatened  to  be brought, against Distributor, any Subdistributor or  any  of
their Affiliates  alleging that the marketing, distribution, use or sale of any
Products infringes  or  violates  any  patent, trademark, distribution or other
proprietary rights of any third party.

10.2 DISTRIBUTOR'S INDEMNITY.  Distributor agrees to indemnify, defend and hold
harmless THERMO and its Affiliated Parties from and against any claims, losses,
damages, liabilities, causes of action,  suits,  costs  and expenses, including
all  reasonable attorneys' fees and disbursements of counsel  and  expenses  of
investigation,  incurred  by Distributor or such Affiliated Parties arising out
of or relating to:

(a)  any breach by Distributor  of  its  material  representations, warranties,
covenants and agreements under this Agreement; and

(b)  the performance by Distributor or its Subdistributors  of  its obligations
under this Agreement.

                                    18

10.3 CLAIMS  FOR  INDEMNIFICATION.   Whenever any indemnification claim  arises
under  this  Agreement,  the party seeking  indemnification  (the  "Indemnified
Party") shall promptly notify the other party (the "Indemnifying Party") of the
claim  and,  when known, the  facts  constituting  the  basis  of  such  claim;
PROVIDED, HOWEVER,  that  failure  to  give  such  notice shall not relieve the
Indemnifying Party of its obligation hereunder unless  and  to  the extent that
such failure substantially prejudices the Indemnifying Party.

10.4 THIRD  PARTY  CLAIMS  (OTHER THAN INTELLECTUAL PROPERTY CLAIMS).   In  the
event of a third party claim (other than as provided in Sections 10.5 and 10.6)
giving rise to indemnification  hereunder,  the  Indemnifying  Party  may, upon
prior written notice to the Indemnified Party, assume the defense of such claim
with  counsel  reasonably  satisfactory  to  the  Indemnified  Party, and shall
thereafter be liable for all expenses incurred in connection with such defense,
including  attorneys'  fees  and  expenses;  PROVIDED,  HOWEVER,  that  if  the
Indemnifying Party assumes the defense of any such claim, the Indemnified Party
may  participate  in  such defense at its own expense and with counsel  of  its
choice; PROVIDED FURTHER, HOWEVER, that if there are one or more legal defenses
available to the Indemnified  Party  that  conflict with those available to the
Indemnifying  Party  or  there  exists  any other  conflict  of  interest,  the
Indemnifying Party shall not have the right to assume the defense of such claim
but the Indemnified Party shall have the  right  to  employ separate counsel at
the  expense  of  the  Indemnifying  Party and to participate  in  the  defense
thereof.  If the Indemnifying Party elects  to  control  the  defense  of  such
claim,  it  shall do so diligently and shall have the right to settle any claim
for monetary damages, PROVIDED such settlement includes a complete and absolute
release of the  Indemnified  Party.   Notwithstanding anything to the contrary,
the Indemnifying Party may not settle any  claims  for  fines, penalties or the
like without the prior written consent of the Indemnified Party.

10.5 THIRD PARTY INFRINGEMENT.  Notwithstanding Section 10.4,  in  the  case of
any  infringement  or  violation  by  any  third party of any Applicable THERMO
Technology  or  the  distribution  or  other  rights   granted  to  Distributor
hereunder, Distributor shall have the right, but not the  obligation,  to  take
such actions as it, in its sole judgment, deems appropriate to cause such third
party to cease such infringement and to otherwise enforce the Applicable THERMO
Technology  or  its  distribution  or  other  rights  hereunder.   THERMO  will
cooperate with Distributor as reasonably requested by Distributor in taking any
such  actions  against  such  infringer.   Any  costs  and expenses (including,
without  limitation,  attorneys'  fees  and  related  expenses)   incurred   by
Distributor  in  connection  with  such  actions  shall be borne equally by the
parties, and any amounts recovered as a result or consequence  of  such actions
(whether  by  settlement  or  otherwise)  shall be divided equally between  the
parties.

10.6 ALLEGED INFRINGEMENT.  Notwithstanding  Sections  10.1(d) and 10.4, if any
claim, action, suit or proceeding is brought, or is threatened  to  be brought,
against  Distributor,  any  Subdistributor  or any of their Affiliates alleging
that the marketing, distribution, use or sale  of  any  Products  infringes  or
violates  any patent, trademark or other proprietary rights of any third party,
Distributor  may  assume  the defense of such claim, action, suit or proceeding
or, after consulting with THERMO,  procure for itself the right to exercise all
distribution and other rights granted  to  it  under this Agreement without any
additional  payment  therefor  by  Distributor.   THERMO  will  cooperate  with
Distributor  as  reasonably requested by Distributor  in  connection  with  the
assumption of such  defense,  and  any  claims,  losses,  damages, liabilities,
causes  of  action,  suits,  costs  and  expenses,  including  all   reasonable
attorneys'  fees  and  disbursements  of counsel and expenses of investigation,
incurred by Distributor in connection with  such defense shall be borne equally
by the parties.

                                      19

10.7 GENERAL  AND  PRODUCT  LIABILITY  INSURANCE.   During  the  term  of  this
Agreement,  THERMO  shall maintain comprehensive  general  liability  insurance
policies, including,  without  limitation, product liability insurance coverage
in the minimum amount of US$5,000,000,  and  shall  furnish  to Distributor, at
Distributor's  request,  certificates  of  insurance  evidencing the  foregoing
coverage.  The liability insurance maintained by THERMO shall be written by its
current liability insurance carrier or an insurance carrier  with  at least the
same  insurance rating, name Distributor as an additional insured, and  contain
an endorsement  to  provide  Distributor  with  at  least sixty (60) days prior
written notice of any cancellation, non-renewal or reduction  in  coverage.  In
the  event  that  THERMO  fails  to  provide  Distributor with evidence of  the
liability insurance required to be maintained pursuant  to  this  Section  10.7
within  thirty (30) days following THERMO's receipt of a notice advising THERMO
of its failure to provide such evidence, then at any time thereafter during the
pendency  of  such  failure, Distributor may, in its sole discretion, terminate
this Agreement in accordance  with Section 8.2(c) or purchase such insurance at
THERMO's sole cost and expense.

10.8 LIMITATION ON LIABILITY.   IN  NO  EVENT  SHALL ANY PARTY BE LIABLE TO THE
OTHER  PARTY OR ANY OTHER PERSON FOR ANY INDIRECT,  SPECIAL,  CONSEQUENTIAL  OR
INCIDENTAL  DAMAGES,  HOWEVER  CAUSED  AND  BASED  ON  ANY THEORY OF LIABILITY,
ARISING  OUT  OF  THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED  HEREBY,  AND
WHETHER OR NOT SUCH  PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
THIS LIMITATION SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF
ANY LIMITED REMEDY PROVIDED FOR HEREIN.  NOTWITHSTANDING THE FOREGOING, NOTHING
CONTAINED  IN  THIS  SECTION  10.8  SHALL  RESTRICT  EITHER  PARTY'S  RIGHT  TO
INDEMNIFICATION OR CONTRIBUTION  FROM THE OTHER PARTY WITH RESPECT TO LIABILITY
FOR PERSONAL INJURY, INCLUDING DEATH.

10.9 The  indemnification provided  for  under  this  Section  10  is  not  the
exclusive remedy for breach of any provision of this Agreement.

11.  MANUFACTURING LICENSE; BOARD REPRESENTATION.

11.1 OPTION  TO ACQUIRE MANUFACTURING LICENSE.  In addition to the other rights
granted by THERMO to Distributor hereunder, THERMO hereby grants to Distributor
an irrevocable  option  (the  "Manufacturing  Option") to acquire the right and
license to make, have made, market, use, sell and otherwise dispose of the CP-1
for sale within the Territory, on the terms and  subject  to the conditions set
forth in the Manufacturing License Agreement.

11.2 EXERCISE  OF  MANUFACTURING  OPTION.   The  Manufacturing  Option  may  be
exercised  by  Distributor  at  any  time after the date upon which Distributor
**[REDACTED: REMOVED FOR CONFIDENTIAL  TREATMENT  PURSUANT TO SEC RULE 24B-2]**
by satisfying the following conditions:

     (a) Distributor shall have delivered to THERMO  a  written  notice  of its
     exercise of the Manufacturing Option;

     (b)  Distributor  shall  have  paid  to THERMO a manufacturing license fee
     **[REDACTED: REMOVED FOR CONFIDENTIAL  TREATMENT PURSUANT TO SEC RULE 24B-
     2]**   by  wire  transfer in immediately available  funds  to  an  account

                                        20

     designated by THERMO; and

     (c) **[REDACTED: REMOVED  FOR  CONFIDENTIAL TREATMENT PURSUANT TO SEC RULE
     24B-2]**

Immediately following the satisfaction  by  Distributor  of  the conditions set
forth  in  clauses (a) through (c) above, Distributor shall be deemed  to  have
acquired the  manufacturing  rights  described in Section 11.1, and the parties
shall  execute the Manufacturing License  Agreement  and,  thereafter,  perform
their respective obligations thereunder.

11.3 **[REDACTED:  REMOVED FOR CONFIDENTIAL TREATMENT PURSUANT TO SEC RULE 24B-
        2]**

11.4 BOARD REPRESENTATION.   At  the written request of Distributor at any time
following the date that Distributor  shall  have  exercised  the  Manufacturing
Option  under  Section  11.1,  the  board of directors of THERMO shall cause  a
Person designated by Distributor to become a full member of such board.

12.  GENERAL PROVISIONS.

12.1 INDEPENDENT  CONTRACTORS.   The relationship  of  THERMO  and  Distributor
established by this Agreement is that  of  independent contractors, and nothing
shall  be  deemed  to  create or imply any employer/employee,  principal/agent,
partner/partner  or  co-venturer   relationship,   or   that  the  parties  are
participants in a common undertaking.  Neither party may  direct or control the
activities of the other party or incur or assume any obligation  on  behalf  of
the  other  party  or  bind  such other party to any obligation for any purpose
whatsoever.

12.2 GOVERNING LAW.  This Agreement  and  all  acts  and  transactions pursuant
hereto and the rights and obligations of the parties hereto  shall be governed,
construed  and  interpreted  in  accordance  with  the  laws  of  the State  of
California, without reference to rules of conflicts or choice of laws.

12.3 ENTIRE AGREEMENT.  This Agreement, including the Exhibits, sets  forth the
entire  agreement  and  understanding  of  the  parties relating to the subject
matter hereof and supersedes all prior oral and written,  and  all contemporary
oral, negotiations, agreements and understandings with respect to the same.

12.4 NOTICES.  All notices, requests, claims, demands and other  communications
hereunder shall be in writing and shall be given (and shall be deemed  to  have
been  duly  given  upon  receipt)  by  delivery  in person, by cable, telegram,
facsimile or telex, or by registered or certified mail (postage prepaid, return
receipt requested), to the other party at the following  address  (or  at  such
other address for which such party gives notice hereunder):

     If to Distributor, to:           Dideco S.p.A.
                                      Via Statale 12 Nord, 86
                                      41037 Mirandola (MO) ITALY
                                      Attention:  Dr. Alberto Chierici
                                      Telephone:  011-39-535-29994
                                      Telecopier:  011-39-535-29990

                                      21

                                      WITH A COPY TO:
                                      Stradling Yocca Carlson & Rauth
                                      660 Newport Center Drive, Suite 1600
                                      Newport Beach, CA  92660
                                      Attention:  Mitchell S. Cohen, Esq.
                                      Telephone:  (714) 725-4184
                                      Telecopier:  (714) 725-4100

     If to THERMO, to:                Thermogenesis Corp.
                                      3146 Gold Camp Drive
                                      Rancho Cordova, CA  95670
                                      Attention: Philip Coelho
                                      Telephone: (916) 858-5100
                                      Telecopier: (916) 858-5199

12.5 ASSIGNMENT AND BINDING EFFECT.  Except as otherwise provided in this
Agreement, neither party may, directly or indirectly, assign its rights or
delegate its duties under this Agreement without the prior written consent of
the other party.  No permitted assignment of rights or delegation of duties
under this Agreement shall relieve the assigning or delegating party of its
liabilities hereunder.  For purposes of this Agreement, either party shall be
deemed to have assigned this Agreement if any Person other than an Affiliate of
such party purchases or otherwise acquires more than 33% of the outstanding
voting securities of such party or more than 33% of the total assets of such
party.  This Agreement is binding upon, and inures to the benefit of, the
parties and their respective successors and permitted assigns.

12.6 PARTIAL INVALIDITY.  If any provision of this Agreement is held to be
invalid by a court of competent jurisdiction, then the remaining provisions
shall remain, nevertheless, in full force and effect.  The parties agree to
renegotiate in good faith any term held invalid and to be bound by the mutually
agreed substitute provision in order to give the most approximate effect
intended by the parties.

12.7 NO WAIVER; AMENDMENT.  No waiver of any term or condition of this
Agreement shall be valid or binding on any party unless agreed to in writing by
the party to be charged.  The failure of either party to enforce at any time
any of the provisions of the Agreement, or the failure to require at any time
performance by the other party of any of the provisions of this Agreement,
shall in no way be construed to be a present or future waiver of such
provisions, nor in any way affect the validity of either party to enforce each
and every such provision thereafter.  This Agreement may not be amended or
modified except by the written agreement of the parties.

12.8 COUNTERPARTS.  This Agreement may be executed in two or more counterpaen
together, shall constitute one instrument.

12.9 CONSENT NOT UNREASONABLY WITHHELD.  No party given the right to approve or
consent to any matter shall unreasonably withhold, condition or delay its
approval or consent.  The failure to respond in writing within any specified
time period shall be deemed unconditioned approval of or consent to the

                                 22

relevant matter, PROVIDED that the party requesting such approval or consent
gives written notice requesting a response at least two (2) business days prior
to the expiration of the specified time period, if any.

12.10 CONSTRUCTION; INTERPRETATION.  The headings contained in this Agreement
are for reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.  Any section, recital, exhibit, schedule and
party references are to this Agreement unless otherwise stated.  No party, nor
its counsel, shall be deemed the drafter of this Agreement for purposes of
construing the provisions of this Agreement, and all provisions of this
Agreement shall be construed in accordance with their fair meaning, and not
strictly for or against any party.

12.11 FURTHER ASSURANCES.  Each party agrees to cooperate fully with the other
and execute such instruments, documents and agreements and take such further
actions to carry out the intents and purposes of this Agreement.

12.12 PRESS RELEASES AND ANNOUNCEMENTS.  Except as may be contemplated
hereunder, neither party may issue any press release or make any public
announcement concerning the transactions contemplated by this Agreement without
the prior consent of the other party, except for any releases or announcements
which may be required by or, in such party's discretion, reasonably necessary
under applicable law, in which case the party proposing to make such release or
announcement will allow the other party a reasonable opportunity to review and
comment on such release or announcement in advance of such issuance or making.
In addition, THERMO agrees that it will request under the United States
securities laws, including Rule 24b-2 promulgated under the Securities Exchange
Act of 1934, as amended, and use its reasonable best efforts to seek,
confidential treatment of certain information contained in this Agreement,
including the pricing information set forth on EXHIBIT A, the minimum purchase
requirements set forth on EXHIBIT B and such other information as may be
mutually agreed upon by the parties.

12.13 ALTERNATIVE DISPUTE RESOLUTION.

     (a) Any controversy, dispute or claim arising out of or relating to this
Agreement (or the breach hereof) that cannot be resolved by good faith
negotiation between or among the parties shall be finally submitted to the
American Arbitration Association ("AAA") for final and binding arbitration
pursuant to the Commercial Arbitration Rules of the AAA.  Such arbitration
shall be held in Los Angeles, California, before a single arbitrator who shall
be a retired federal or California state judge.  The arbitrator may enter a
default decision against any party who fails to participate in the arbitration
proceedings.  The decision of the arbitrator shall be final, unappealable and
binding, and judgment on the award rendered by the arbitrator may be entered in
any court having jurisdiction thereof.  The arbitrator shall be authorized to
award any relief, whether legal or equitable, to the party so entitled to such
relief.

     (b) In respect of any suit, action or other proceeding relating to the
enforcement of any award rendered by the arbitrator, each party irrevocably
submits to the non-exclusive jurisdiction of any state or federal court located
in the City of Los Angeles, State of California.

     (c) The arbitrator shall be authorized to apportion its fees and expenses
and the reasonable attorney's fees and expenses of the parties as the
arbitrator deems appropriate.  In the absence of any such apportionment, the
prevailing party in any arbitration or other proceeding shall be entitled, in
addition to any other rights and remedies it may have, to reimbursement for its

                                       23

expenses, including court costs and reasonable fees of attorneys and other
professionals.

     (d) The parties agree that this Section 12.13 has been included to resolve
rapidly and inexpensively any claims or disputes between them with respect to
this Agreement, and that this Section 12.13 shall be grounds for dismissal of
any action commenced by any party in any court with respect to any controversy,
dispute or claim arising out of or relating to this Agreement (or the breach
hereof).


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                                     24

IN WITNESS WHEREOF, each of the undersigned has caused this Agreement to be
duly executed as of the date first written above.

                           THERMO THERMOGENESIS CORP., a Delaware Corporation

                           By: James H. Godsey
                           Its: President and Chief Operating Officer

                           By: David C. Adams
                           Its: Secretary

DISTRIBUTOR                DIDECO S.p.A., a company organized under the laws of
                           Italy


                           By: Albrto Chierici
                           Its: Chief Executive Officer