8-K

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549
______________________________________________________________________

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

February 12, 2007

Date of report (Date of earliest event reported)

BIOLIFE SOLUTIONS, INC.

(Exact Name of Registrant as Specified in Charter)

Delaware	0-18170	94-3076866
(State or Other Jurisdiction of Incorporation)	(Commission File No.)	(IRS Employer Identification No.)

171 Front Street, Owego, New York 13827

(Address of principal executive offices, including zip code)

(607) 687-4487

(Registrant’s telephone number, including area code)

______________________________________________________________________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

£

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

£

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

£

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

£

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

1

ITEM 1.01.

ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

The disclosure set forth in Item 3.02 of this Current Report on Form 8-K is incorporated herein by reference.

ITEM 3.02

UNREGISTERED SALE OF EQUITY SECURITIES

On February 12, 2007, the Company entered into a Note Purchase Agreement with Thomas Girschweiler, a director and stockholder of the Company.  On February 13, 2007, the Company entered into a Note Purchase Agreement with Walter Villiger, an affiliate of the Company.  Pursuant to such agreements, Messrs. Girschweiler and Villiger (together, the “Investors”) purchased from the Company promissory notes (“Notes”) in the aggregate principal amount of $750,000.  Each Note, together with interest accrued thereon at the rate of seven percent (7%) per annum (collectively, the “Conversion Amount”), shall become due and payable in one lump sum on the earlier of (x) the second anniversary of the date of such Note, or (y) an Event of Default (as defined in the Notes).  In addition, if the Note is outstanding at the time of any bona fide equity financing of the Company of at least $1,000,000 (excluding conversion of the Notes) (a “Financing”), then the Investor may convert the Note into that number of shares or units of the equity security(ies) of the Company sold in the Financing (“New Equity Securities”) as is equal to the Conversion Amount divided by 85% of the per share or per unit purchase price of the New Equity Securities.  In connection with the purchase of the Notes, each Investor received a loan origination fee equal to 10% of the principal amount of the Note purchased by such Investor, payable in shares of the Company’s common stock based on the closing price of the shares on the OTCBB on the day preceding the date of purchase of the Note.  The Notes were sold pursuant to an exemption from registration under Regulation S of the Securities Act of 1933, as amended.

ITEM 9.01

FINANCIAL STATEMENTS AND EXHIBITS

(d)

Exhibits:

10.1

Note Purchase Agreement, dated February 12, 2007, between the Company and Thomas Girschweiler.

10.2

Promissory Note, dated February 12, 2007, issued by the Company to Thomas Girschweiler.

10.3

Note Purchase Agreement, dated February 13, 2007, between the Company and Walter Villiger.

10.4

Promissory Note, dated February 13, 2007, issued by the Company to Walter Villiger.

99.1

Press release issued by the Company on February 13, 2007.

2

Signatures:

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

Date:  February 15, 2007		BIOLIFE SOLUTIONS, INC.
	By:	/s/ Michael P. Rice
		Michael P. Rice
		President and Chief Executive Officer (Principal Executive Officer)

3

Exhibit Index

No.

Description

10.1

Note Purchase Agreement, dated February 12, 2007, between the Company and Thomas

Girschweiler.

10.2

Promissory Note, dated February 12, 2007, issued by the Company to Thomas Girschweiler.

10.3

Note Purchase Agreement, dated February 13, 2007, between the Company and Walter Villiger.

10.4

Promissory Note, dated February 13, 2007, issued by the Company to Walter Villiger.

99.1

Press release issued by the Company on February 13, 2007.

4

EX-10

NOTE PURCHASE AGREEMENT

This Note Purchase Agreement (this "Agreement") is entered into this 12^th day of February, 2007, by and between BioLife Solutions, Inc., a Delaware corporation having its executive offices at 171 Front Street, Owego, NY 13827 (the "Company") and Thomas Girschweiler, with an address at Wissmannstrasse 15, 8057 Zurich, Switzerland (the "Investor").

W I T N E S S E T H:

WHEREAS, the Company is seeking to raise up to $1,000,000 through the sale of promissory notes bearing interest at the rate of seven percent (7%) per annum (each, a “Note”), which Note, plus all accrued interest thereon, (a) shall become due and payable in one lump sum on the earlier of (i) February 12, 2009 or (ii) an Event of Default (as defined in the Note), and (b), at the option of the Investor, may be converted into New Equity Securities (as defined in the Note) upon the consummation of a Financing (as defined in the Note) at a per share or per unit price equal to 85% of the per share or per unit purchase price of the New Equity Securities sold in the Financing; and

WHEREAS, the Company anticipates contracting for the sale of the Notes with non U.S. Persons (the term "U.S. Persons" being defined in Regulation S ("Regulation S") of the Securities Act of 1933, as amended (the "Act")), in reliance upon an exemption from registration provided for under Regulation S of the Act; and

WHEREAS, the Company desires to sell to the Investor, and the Investor desires to purchase from the Company, a Note in the principal amount of $375,000.00US;

NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein, the parties agree as follows:

1.

Purchase and Sale of Note; Delivery of Securities; Payment; Loan Origination Fee.

.

Purchase and Sale of Note.  The Company hereby sells, transfers, and assigns to the Investor, and the Investor hereby purchases and acquires from the Company, a Note in the principal amount of $375,000.00US (the "Purchase Price").

1.2

Payment of Purchase Price; Delivery of Note.  Concurrently with the execution and delivery of this Agreement, (a) the Investor is delivering to the Company a certified or cashier's check (or other form of payment acceptable to the Company, in its sole discretion) in an amount equal to the Purchase Price, or shall transfer such sum to the account of the Company by wire transfer, and (b) the Company is delivering, or within a reasonable period of time, will deliver, to the Investor the Note purchased hereunder, which shall be in definitive form registered in the name of the Investor.

1.3

Loan Origination Fee.  In consideration for the purchase by Investor of the Note, the Company will pay to Investor, as soon as practicable after the date hereof, a Loan Origination Fee of $37,500.00US (10% of the Purchase Price), payable in shares of the Company’s Common Stock (the “Fee Shares”), which Fee Shares shall be valued at the closing price therefor on the OTCBB on the day preceding the date hereof.

2.

Representations, Warranties, and Covenants of Investor.  Investor hereby represents and warrants to , and covenants with, the Company as follows:

2.1

Offshore Transaction.  () Investor is not a U.S. person ("U.S. Person") as that term is defined in Regulation S; () the Note and the Fee Shares were not offered to Investor in the United States; () at the time of execution of this Agreement and the time of any offer to Investor to purchase the Note hereunder and receive the Fee Shares as a Loan Origination Fee, Investor was physically outside the United States; () Investor is purchasing the Note and acquiring the Fee Shares for Investor’s own account and not for the account of or for the benefit of any U.S. Person; and () Investor is not an underwriter, dealer, distributor, or other person who is participating, pursuant to a contractual arrangement, in the distribution of the Note offered or sold or the Fee Shares delivered in reliance on Regulation S.

2.2

Investor's Independent Investigation.  Investor, in subscribing for the Note and receiving the Fee Shares hereunder, has relied solely upon an independent investigation made by Investor and Investor’s representatives, if any, and has, prior to the date hereof, been given access to and the opportunity to examine all books and records of the Company, and all material contracts and documents of the Company which have been filed as exhibits to the Company's filings made under the Act and the Securities Exchange Act of 1934, as amended (the "Exchange Act").  In making Investor’s investment decision to purchase the Note and receive the Fee Shares, Investor is not relying on any oral or written representations or assurances from the Company or any other person other than as set forth in this Agreement.  Investor has received and reviewed the Company's Annual Report on Form 10-KSB for the year ended December 31, 2005 and the Company's Form 10-QSB for the quarters ended March 31, 2006 and June 30, 2006, and September 30, 2006.  Investor has such experience in business and financial matters that Investor is capable of evaluating the risk of Investor’s investment and determining the suitability of Investor’s investment.  Investor is an accredited investor as defined in Rule 501 of Regulation D promulgated under the Act.  

2.3

Investor's Economic Risk.  Investor understands and acknowledges that an investment in the Note involves a high degree of risk.  Investor acknowledges that there are limitations on the liquidity of the Note and the Fee Shares.  Investor represents that Investor is able to bear the economic risk of an investment in the Note, including a possible total loss of investment.  In making this statement Investor hereby represents and warrants to the Company that Investor has adequate means of providing for Investor's current needs and contingencies; and that Investor is able to afford to hold the Note and the Fee Shares for an indefinite period.  Further, Investor has no present need for liquidity in the Note or the Fee Shares and Investor is willing to accept such investment risks.

2.4

No Government Recommendation or Approval.  Investor understands that no United States federal or state agency, or similar agency of any other country, has reviewed, approved, passed upon, or made any recommendation or endorsement of the Company or the purchase of the Note.

2.5

Company's Reliance on Representations of Investor.  Investor understands that the Note is being offered and sold and the Fee Shares delivered to Investor in reliance on specific exemptions from the registration requirements of U.S. securities laws and that the Company is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments, and understandings of Investor set forth herein in order to determine the applicability of such exemptions to Investor’s acquisition of the Note and Fee Shares and suitability to acquire the Note.

2.6

Note and Fee Shares Not Registered Under the Act or Any State Act.  Investor understands that the offer and sale of the Note and delivery of the Fee Shares have not been registered under the Act or any state securities laws ("State Acts") and that they are being offered and sold and delivered pursuant to Regulation S based in part upon the representations of Investor contained herein.  The Note and Fee Shares may not be offered, sold, or otherwise transferred in the United States or to U.S. Persons unless such offers, sales, and transfers are registered under the Act and applicable State Acts or are made pursuant to an available exemption from the registration requirements of those laws.

2.7

Investment Intent.  Investor is acquiring the Note and Fee Shares for Investor’s own account for investment and not as a nominee and not with a view to the distribution thereof.  Investor understands that Investor must bear the economic risk of this investment indefinitely unless the Note and Fee Shares are registered pursuant to the Act and any applicable State Acts, or an exemption from such registration is available.  Investor represents and warrants to the Company, as of the date of this Agreement, that Investor has no present plan or intention to sell the Note or Fee Shares in the United States at any predetermined time, and has made no predetermined arrangements to sell the Note or Fee Shares.

2.8

Investor's Power and Authority.  Investor has the full power and authority to execute, deliver, and perform this Agreement.  This Agreement, when executed and delivered by Investor, will constitute a valid and legally binding obligation of Investor, enforceable in accordance with its terms.

2.9

Representation Regarding Signatory.  Investor represents and warrants that Investor's signatory, if any, is duly authorized to execute this Agreement on behalf of Investor.

2.10

No Tax Advice From Company or Its Agents.  Investor has had an opportunity to review with Investor’s own tax advisors the foreign, U.S. federal, state and local tax consequences of this investment, and the transactions contemplated by this Agreement.  Investor is relying solely on such advisors and not on any statements or representations of the Company or any of its agents and understands that Investor (and not the Company) shall be responsible for Investor's own tax liability that may arise as a result of this investment or the transactions contemplated by this Agreement.

2.11

No Legal Advice from Company or Its Agents.  Investor acknowledges that Investor has had the opportunity to review this Agreement and the transactions contemplated by this Agreement with Investor’s own legal counsel.  Investor is relying solely on such counsel and not on any statements or representations of the Company or any of its agents for legal advice with respect to this investment or the transactions contemplated by this Agreement, except for representations, warranties and covenants set forth herein.

2.12

No Scheme to Evade Registration.  Investor's acquisition of the Note and Fee Shares is not a transaction (or any element of a series of transactions) that is part of a plan or scheme to evade the registration provisions of the Act.

2.13

Deliveries Outside the United States.  Investor understands that () the Note may not be converted within the United States or by or on behalf of a U.S. Person, and that the New Equity Securities may not be delivered within the United States upon conversion of the Note, other than in offerings deemed to meet the definition of "offshore transactions" (as defined in Regulation S), unless registered under the Act or an exemption from such registration is available, (b) the Note shall bear an appropriate legend to such effect, and (c) the Company will make a notation on its transfer books to such effect.

3.

Resales of the Note, Fee Shares and New Equity Securities by Investor; Hedging; Legends.  

3.1

Resales of the Note, Fee Shares and New Equity Securities; Hedging.  Investor understands that the Note, the Fee Shares and New Equity Securities are deemed to be "restricted securities" as defined in Rule 144 under the Act.  Investor acknowledges, covenants and agrees, with respect to the Note, the Fee Shares and New Equity Securities, (a) that they will only be resold by Investor, and the Company is to refuse to register any transfer not made, in accordance with Regulation S, or pursuant to an exemption from registration under the Act and applicable State Acts, or pursuant to an effective and current registration statement under the Act, and (b) not to engage in hedging transactions unless in compliance with the Act.  Until the restrictions on transfer terminate as provided in Section 3.3 hereof, Investor shall cause a transferee of the Note, the Fee Shares or New Equity Securities to execute, prior to the transfer, an ag reement containing investor representations and covenants reasonably requested by the Company and substantially similar to those contained in Sections 2 and 3 hereof.

3.2

Legend.  To insure compliance with the provisions of the Act and State Acts, the Note, the Fee Shares and New Equity Securities shall bear a legend (the "Regulation S Restrictive Legend") substantially as follows:

"THE ISSUANCE OF THE SECURITIES EVIDENCED HEREBY HAS NOT BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR THE SECURITIES COMMISSION OF ANY STATE UNDER ANY STATE SECURITIES LAW.  THE SECURITIES WERE ISSUED PURSUANT TO A SAFE HARBOR FROM REGISTRATION UNDER REGULATION S ("REGULATION S") PROMULGATED UNDER THE ACT.  THE SECURITIES MAY NOT BE OFFERED, SOLD, OR OTHERWISE TRANSFERRED UNLESS SUCH OFFERS, SALES, AND TRANSFERS ARE REGISTERED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS, ARE MADE PURSUANT TO AN AVAILABLE

EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THOSE LAWS, OR ARE MADE IN ACCORDANCE WITH REGULATION S PROMULGATED UNDER THE ACT.  FURTHERMORE, HEDGING TRANSACTIONS INVOLVING THE SECURITIES  MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE ACT."

3.3

Termination of Restrictions; Removal of Legend.  

(a)

The Regulation S Restrictive Legend may be removed (and the restrictions on the transferability of the Note, the Fee Shares and New Equity Securities shall terminate) when () the sale of the Note, the Fee Shares and New Equity Securities, as the case may be, have been registered under the Act and sold by the holder thereof in accordance with such registration, () a written opinion to the effect that such restrictions are no longer required or necessary under any federal or state securities law or regulation has been received from counsel for the holder thereof (provided that such counsel, and the form and substance of such opinion, are reasonably satisfactory to the Company) or counsel for the Company, () the Note, the Fee Shares and New Equity Securities, as the case may be, have been sold without registration under the Act in compliance with Rule 144 or Rule 144A promulgated under the Act, () the Company is reasonably satisfied that the holder of the N ote, the Fee Shares and New Equity Securities, as the case may be, shall be entitled to sell the Note, the Fee Shares and New Equity Securities in accordance with the terms of Subsection (k) of Rule 144 or of Rule 144A promulgated under the Act, or () a letter or an order has been issued to the holder thereof by the staff of the Securities and Exchange Commission (the "Commission") stating that no enforcement action shall be recommended by such staff or taken by the Commission if the Note, the Fee Shares or New Equity Securities, as the case may be, are transferred in the United States or to a U.S. Person without registration under the Act in accordance with the conditions set forth in such letter or order and such letter or order specifies that no subsequent restrictions on transfer are required.

(b)

Whenever the restrictions imposed by this Section 3 shall terminate as hereinabove provided, the holder of the Note, the Fee Shares or New Equity Securities, as the case may be, then outstanding as to which such restrictions shall have terminated shall be entitled to receive from the Company, without expense to such holder, a new certificate for the Note, the Fee Shares or New Equity Securities, as the case may be, not bearing the Regulation S Restrictive Legend.

4.

Representations and Warranties of Company.  The Company represents and warrants to Investor as follows:

4.1

Organization, Good Standing, and Qualification.  The Company is a corporation duly organized, validly existing, and in good standing under the laws of State of Delaware and has all requisite corporate power and authority to carry on its business as now conducted and as proposed to be conducted.  The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure to so qualify would have a material adverse effect on the business or properties of the Company.

4.2

Authorization.  All corporate action on the part of the Company necessary for the authorization, execution and delivery of this Agreement, the performance of all obligations of the Company hereunder, and the authorization, issuance, and delivery of the Note and Fee Shares and, upon conversion of the Note, the New Equity Securities, have been taken.  This Agreement constitutes valid and legally binding obligation of the Company, enforceable in accordance with its terms.  The Company has obtained all consents and approvals required for it to execute, deliver, and perform this Agreement.  

4.3

No Conflicts.  The Company is not in violation or default of any provisions of its Certificate of Incorporation or By-laws, as amended and in effect on and as of the date of this Agreement, or of any material provision of any instrument or contract to which it is a party or by which it is bound or of any material provision of any federal or state judgment, writ, decree, order, statute, rule or governmental regulation applicable to the Company, except where such violation, default or conflict would have no material adverse affect on the Company's business or financial condition, or on the transactions contemplated herein. The execution, delivery, and performance of this Agreement and the consummation of the transactions contemplated hereby will not result in any such violation or conflict with or

constitute, with or without the passage of time and giving of notice, either a default under any such provision, instrument or contract or an event which results in the creation of any lien, charge or encumbrance upon any assets of the Company.

4.4

Valid Issuance of Securities.  The New Equity Securities, when issued, sold, and delivered in accordance with the terms hereof or the Note, as the case may be, and for the consideration expressed herein or in the Note, as the case may be, will be duly and validly issued, fully paid and non-assessable, free of any preemptive rights, and the holders thereof shall not be subject to personal liability solely by reason of being such holders.  The Note, when issued, sold, and delivered, in accordance with this Agreement, shall be duly executed, issued, and delivered, and shall constitute valid and legally binding obligation of the Company, enforceable in accordance with its terms (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, arrangement, moratorium, or other similar laws affecting creditors' rights, and subject to general equity principles and to limitations on availability of equitable relief, i ncluding specific performance).  The Fee Shares, when issued and delivered in accordance with the terms hereof, will be duly and validly issued, fully paid and non-assessable.

4.5

Current Public Information.  The Company is a "reporting issuer" as defined in Regulation S and it has a class of securities registered under Section 12(b) or 12(g) of the Exchange Act or is required to file reports pursuant to Section 13 or 15(d) of the Exchange Act, and has filed on a timely basis all the materials required to be filed as reports pursuant to the Exchange Act for a period of at least twelve months preceding the date hereof (or for such shorter period as the Company was required by law to file such material), and all such filings have been made on a timely basis.  

4.6

Use of Proceeds.  As of the date hereof, the Company expects to use the net proceeds from the sale of the Note for working capital and general corporate purposes, including the funding of research and development and marketing.

5.

Governing Law.  This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware applicable to agreements made in and wholly to be performed in that jurisdiction.  

6.

Entire Agreement; Amendments.  This Agreement constitutes the full and entire understanding and agreement between the parties with regard to the subject matter hereof, and no party shall be liable or bound to any other party in any manner by any warranties, representations, or covenants except as specifically set forth herein.  Neither this Agreement nor any term hereof may be amended, waived, discharged, or terminated other than by a written instrument signed by the party against whom enforcement of any such amendment, waiver, discharge, or termination is sought.

7.

Written Notices, Etc.  Any notice, demand, or request required or permitted to be given by either the Company or Investor pursuant to the terms of this Agreement shall be in writing and shall be deemed given when delivered personally, by overnight courier, or by registered or certified mail, return receipt requested, or by facsimile or other standard form of telecommunication or electronic transmission, to the parties at their respective addresses set forth above.

8.

Execution in Counterparts Permitted.  This Agreement may be executed by facsimile in any number of counterparts, each of which shall be enforceable against the parties actually executing such counterparts, and all of which together shall constitute one instrument.

9.

Survival; Severability.  Investor's and the Company's representations and warranties shall survive the closing of the transaction.  If any provision of this Agreement becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable, or void, this Agreement, to the extent permitted by law, shall continue in full force and effect without said provision; provided that no such severability shall be effective if it materially changes the economic benefit of this Agreement to any party.

10.

Titles; Gender.  The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement.  The use in the Agreement of a masculine, feminine or neuter pronoun shall be deemed to include a reference to the others.

11.

Assignment.  Neither party to this Agreement may assign this Agreement without the prior written consent of the other (which may be withheld for any reason).  

12.

Indemnification.  The Company shall indemnify and hold harmless Investor against any liabilities suffered or incurred by Investor and not otherwise reimbursed, arising from or due to any material breach of a representation, warranty, or covenant of the Company contained in this Agreement.  Investor shall indemnify and hold harmless the Company and each of its officers, directors, stockholders, employees, control persons, and agents (each, a "Company Indemnified Party") who is or may be a party to any threatened, pending, or completed action, suit or proceeding of any kind, against any liabilities suffered or incurred by a Company Indemnified Party and not otherwise reimbursed, arising from or due to any material breach of a representation, warranty, or covenant of Investor contained in this Agreement.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written.

	BioLife Solutions, Inc.
By:	/s/ Mike Rice
	Mike Rice
	President & CEO
	/s/ Thomas Girschweiler
	Investor

EX-10

THE ISSUANCE OF THE SECURITIES EVIDENCED HEREBY HAS NOT BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR THE SECURITIES COMMISSION OF ANY STATE UNDER ANY STATE SECURITIES LAW.  THE SECURITIES WERE ISSUED PURSUANT TO A SAFE HARBOR FROM REGISTRATION UNDER REGULATION S ("REGULATION S") PROMULGATED UNDER THE ACT.  THE SECURITIES MAY NOT BE OFFERED, SOLD, OR OTHERWISE TRANSFERRED UNLESS SUCH OFFERS, SALES, AND TRANSFERS ARE REGISTERED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS, ARE MADE PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THOSE LAWS, OR ARE MADE IN ACCORDANCE WITH REGULATION S PROMULGATED UNDER THE ACT.  FURTHERMORE, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE ACT.

$375,000.00US

Owego, New York

     February 12, 2007

BIOLIFE SOLUTIONS, INC.

PROMISSORY NOTE

BioLife Solutions, Inc., a Delaware corporation (the “Maker”), for value received, hereby promises to pay to Thomas Girschweiler (the “Holder”), the principal amount of three hundred seventy five thousand Dollars ($375,000.00US) (the “Issue Price”), together with interest on the unpaid amount thereof, in accordance with the terms hereof, from the date hereof until paid or converted in accordance with the terms hereof.  

1.

Promissory Note (“Note”).

1.1

Interest Rate.  The rate of interest hereunder (“Interest Rate”) shall equal seven percent (7%) per annum and shall be computed on the basis of a 365 day year for the actual number of days elapsed; provided that in no event shall the interest rate be less than the minimum rate of interest required in order to avoid the imputation of interest for federal income tax purposes.

1.2

Payment.  Subject to the provisions of  Section 4 regarding the automatic conversion of this Note upon a Financing (as defined therein), the Issue Price plus all accrued interest thereon shall become due and payable in one lump sum on the earlier of (a) February 12, 2009 (the “Due Date”) or (b) an Event of Default (as defined below).  The Maker may at any time prepay in whole or in part the principal and interest accrued under this Note.  Any payment will be applied first to the payment of any and all accrued and unpaid interest through the payment date and second to the payment of principal remaining due hereunder.  Payment shall be made at the offices or residence of the Holder, or at such other place as the Holder shall have designated to the Maker in writing, in lawful money of the United States of America.

1.3

Note Purchase Agreement.  This Note is issued pursuant to a Note Purchase Agreement, dated the date hereof, by and between Maker and Holder and is subject and entitled to the terms, conditions, covenants, and agreements contained therein.

2

Acquisition.   In the event the Maker is to be acquired, whether by means of a merger, sale of all or substantially all of the assets of the Maker, sale of securities representing more than fifty percent (50%) of the equity interests in Maker, or otherwise, prior to the Due Date (an “Acquisition”), then the Issue Price plus all accrued but previously unpaid interest thereon shall become due and payable in one lump sum immediately upon the closing of such Acquisition.

3.

Events of Default.  The Issue Price and accrued interest on this Note shall, at the option of the Holder, become due and payable, subject to applicable law, upon the happening of any one of the following specified events:

(a)

a decree or order of a court having jurisdiction is entered adjudging the Maker a bankrupt or insolvent, or issuing sequestration or process of execution against, or against any substantial part of, the property of the Maker, or appointing a receiver of the Maker or any substantial part of its property, or ordering the winding-up or liquidation of its affairs, unless the Maker actively and diligently contests in good faith such decree or order and has such decree or order stayed on or before 60 days after the issue of such decree or order by a court;

(b)

an order is made or a resolution is passed for the winding-up or liquidation of the Maker, or the Maker institutes proceedings to be adjudicated a bankrupt or insolvent, or consents to the institution of bankruptcy or insolvency proceedings against it, or consents to the filing of any such petition or to the appointment of a receiver of the Maker or any substantial part of its property, or makes a general assignment for the benefit of creditors, or admits in writing its inability to pay its debts generally as they become due, or takes corporate action in furtherance of any of the aforesaid purposes;

(c)

the Maker defaults in observing or performing any material covenant or condition of this Note or the Unit Purchase Agreement on its part to be observed or performed, and such default continues for a period of fifteen (15) days after notice in writing has been given to the Maker by the Holder specifying such default and requiring the Maker to rectify the same;

(d)

an encumbrancer takes possession of all or substantially all of the property of the Maker, or any process of execution is levied or enforced upon or against all or substantially all of the property of the Maker and remains unsatisfied for such period as would permit any such property to be sold thereunder, unless the Maker actively and diligently contests in good faith such process, but in that event the Maker shall, if the Holder so requires, give security which, in the discretion of the holder, is sufficient to pay in full the amount thereby claimed in case the claim is held to be valid.

4.

Conversion.

4.1

Conversion.   If this Note is outstanding at the time of any bona fide equity financing of the Maker of at least One Million Dollars ($1,000,000), excluding conversion of this Note (a “Financing”), then, concurrently with the consummation of the Financing, Holder shall have the right (but not the obligation) (“Conversion Right”) to convert this Note, plus all accrued and unpaid interest thereon (the “Conversion Amount”) into that number of fully paid and non-assessable shares or units of the equity security(ies) of the Maker sold in the Financing (the “New Equity Securities”) as is equal to the Conversion Amount divided by 85% of the per share or per unit purchase price of the New Equity Securities.  The date of the consummation of the Financing is hereinafter referred to as the “Closing Conversion Date”).

4.2

Conversion Procedure.  

(a)

The Maker shall provide the Holder written notice of the Financing at least fifteen (15) days prior to the Closing Date.

(b)

In order to exercise the Conversion Right, Holder shall provide the Maker at least five (5) days prior to the Closing Date written notice that the Holder elects to convert the Note on the Closing Date.

4.3

Termination of Rights Upon Conversion.  Upon the Closing Date, subject to the completion of the Financing, the Holder of this Note shall have no further rights under this Note, whether or not this Note is surrendered.

4.4

Fractional Shares. No fractional shares or units of New Equity Securities of the Maker will be issued in connection with any conversion hereunder but rather any such fractional shares or units shall be rounded up to the nearest whole share or unit.

4.5

Delivery of Stock Certificates.  As promptly as practicable after the Closing Date, (a) the Maker shall give notice to the Holder of the conversion of this Note into the New Equity Securities, (b) the Holder shall return this Note to the Maker, and (c) the Maker, at its expense, shall issue and deliver to the Holder of this Note a certificate or certificates evidencing the number of full New Equity Securities issuable to the Holder upon such conversion.

5.

Miscellaneous.

5.1

Transfer of Note.  This Note shall not be transferable or assignable in any manner and no interest shall be pledged or otherwise encumbered by the Holder without the consent of the Maker, which consent shall not be unreasonably withheld.

5.2

Titles and Subtitles.  The titles and subtitles used in this Note are for convenience only and are not to be considered in construing or interpreting this Note.

5.3

Attorneys’ Fees.  If any action at law or in equity is necessary to enforce or interpret the terms of this Note, the prevailing party shall be entitled to reasonable attorneys’ fees, costs and disbursements in addition to any other relief to which such party may be entitled.

5.4

Amendments and Waivers.  This Note may be amended and the observance of any other term of this Note may be waived (either generally or in a particular instance and either retroactively or prospectively), with the written consent of the Maker and the Holder.  The Maker waives presentment, demand for performance, notice of nonperformance, protest, notice of protest, and notice of dishonor.  No delay on the part of the Holder in exercising any right hereunder shall operate as a waiver of such right under this Note.

5.5

Severability.  If one or more provisions of this Note are held to be unenforceable under applicable law, such provision shall be excluded from this Note and the balance of the Note shall be interpreted as if such provision were so excluded and shall be enforceable in accordance with its terms.

5.6

Governing Law.  This Note shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving effect to its conflicts of laws principles.

Executed as of the date first written above.

	MAKER:
	BIOLIFE SOLUTIONS, INC.
	a Delaware corporation
By:	/s/ Michael P. Rice
Title:	President and Chief Executive Officer
Name:	Michael P. Rice
Address:	171 Front Street, Owego, NY13827

2

EX-10

NOTE PURCHASE AGREEMENT

This Note Purchase Agreement (this "Agreement") is entered into this 13^th day of February, 2007, by and between BioLife Solutions, Inc., a Delaware corporation having its executive offices at 171 Front Street, Owego, NY 13827 (the "Company") and Walter Villiger, with an address at Paradiesstrasse 25 CH – 8645 Jona, Switzerland (the "Investor").

W I T N E S S E T H:

WHEREAS, the Company is seeking to raise up to $1,000,000 through the sale of promissory notes bearing interest at the rate of seven percent (7%) per annum (each, a “Note”), which Note, plus all accrued interest thereon, (a) shall become due and payable in one lump sum on the earlier of (i) February 13, 2009 or (ii) an Event of Default (as defined in the Note), and (b), at the option of the Investor, may be converted into New Equity Securities (as defined in the Note) upon the consummation of a Financing (as defined in the Note) at a per share or per unit price equal to 85% of the per share or per unit purchase price of the New Equity Securities sold in the Financing; and

WHEREAS, the Company anticipates contracting for the sale of the Notes with non U.S. Persons (the term "U.S. Persons" being defined in Regulation S ("Regulation S") of the Securities Act of 1933, as amended (the "Act")), in reliance upon an exemption from registration provided for under Regulation S of the Act; and

WHEREAS, the Company desires to sell to the Investor, and the Investor desires to purchase from the Company, a Note in the principal amount of $375,000.00US;

NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein, the parties agree as follows:

1.

 Purchase and Sale of Note; Delivery of Securities; Payment; Loan Origination Fee.

1.1

Purchase and Sale of Note. The Company hereby sells, transfers, and assigns to the Investor, and the Investor hereby purchases and acquires from the Company, a Note in the principal amount of $375,000.00US (the "Purchase Price").

1.2

Payment of Purchase Price; Delivery of Note. Concurrently with the execution and delivery of this Agreement, (a) the Investor is delivering to the Company a certified or cashier's check (or other form of payment acceptable to the Company, in its sole discretion) in an amount equal to the Purchase Price, or shall transfer such sum to the account of the Company by wire transfer, and (b) the Company is delivering, or within a reasonable period of time, will deliver, to the Investor the Note purchased hereunder, which shall be in definitive form registered in the name of the Investor.

1.3

Loan Origination Fee. In consideration for the purchase by Investor of the Note, the Company will pay to Investor, as soon as practicable after the date hereof, a Loan Origination Fee of

2 $37,500.00US (10% of the Purchase Price), payable in shares of the Company’s Common Stock (the “Fee Shares”), which Fee Shares shall be valued at the closing price therefor on the OTCBB on the day preceding the date hereof.

2.

Representations, Warranties, and Covenants of Investor. Investor hereby represents and warrants to , and covenants with, the Company as follows:

2.1

Offshore Transaction. (a) Investor is not a U.S. person ("U.S. Person") as that term is defined in Regulation S; (b) the Note and the Fee Shares were not offered to Investor in the United States; (c) at the time of execution of this Agreement and the time of any offer to Investor to purchase the Note hereunder and receive the Fee Shares as a Loan Origination Fee, Investor was physically outside the United States; (d) Investor is purchasing the Note and acquiring the Fee Shares for Investor’s own account and not for the account of or for the benefit of any U.S. Person; and (e) Investor is not an underwriter, dealer, distributor, or other person who is participating, pursuant to a contractual arrangement, in the distribution of the Note offered or sold or the Fee Shares delivered in reliance on Regulation S.

2.2

Investor's Independent Investigation. Investor, in subscribing for the Note and receiving the Fee Shares hereunder, has relied solely upon an independent investigation made by Investor and Investor’s representatives, if any, and has, prior to the date hereof, been given access to and the opportunity to examine all books and records of the Company, and all material contracts and documents of the Company which have been filed as exhibits to the Company's filings made under the Act and the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In making Investor’s investment decision to purchase the Note and receive the Fee Shares, Investor is not relying on any oral or written representations or assurances from the Company or any other person other than as set forth in this Agreement. Investor has received and reviewed the Company's Annual Report on Form 10-KSB for the year ended December 31, 2005 and the Company's Form 10-QSB for the quarters ended March 31, 2006 and June 30, 2006, and September 30, 2006. Investor has such experience in business and financial matters that Investor is capable of evaluating the risk of Investor’s investment and determining the suitability of Investor’s investment. Investor is an accredited investor as defined in Rule 501 of Regulation D promulgated under the Act.

2.3

Investor's Economic Risk. Investor understands and acknowledges that an investment in the Note involves a high degree of risk. Investor acknowledges that there are limitations on the liquidity of the Note and the Fee Shares. Investor represents that Investor is able to bear the economic risk of an investment in the Note, including a possible total loss of investment. In making this statement Investor hereby represents and warrants to the Company that Investor has adequate means of providing for Investor's current needs and contingencies; and that Investor is able to afford to hold the Note and the Fee Shares for an indefinite period. Further, Investor has no present need for liquidity in the Note or the Fee Shares and Investor is willing to accept such investment risks.

2.4

No Government Recommendation or Approval. Investor understands that no United States federal or state agency, or similar agency of any other country, has reviewed, approved,

passed upon, or made any recommendation or endorsement of the Company or the purchase of the Note.

2.5

Company's Reliance on Representations of Investor. Investor understands that the Note is being offered and sold and the Fee Shares delivered to Investor in reliance on specific exemptions from the registration requirements of U.S. securities laws and that the Company is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments, and understandings of Investor set forth herein in order to determine the applicability of such exemptions to Investor’s acquisition of the Note and Fee Shares and suitability to acquire the Note.

2.6

Note and Fee Shares Not Registered Under the Act or Any State Act. Investor understands that the offer and sale of the Note and delivery of the Fee Shares have not been registered under the Act or any state securities laws ("State Acts") and that they are being offered and sold and delivered pursuant to Regulation S based in part upon the representations of Investor contained herein. The Note and Fee Shares may not be offered, sold, or otherwise transferred in the United States or to U.S. Persons unless such offers, sales, and transfers are registered under the Act and applicable State Acts or are made pursuant to an available exemption from the registration requirements of those laws.

2.7

Investment Intent. Investor is acquiring the Note and Fee Shares for Investor’s own account for investment and not as a nominee and not with a view to the distribution thereof. Investor understands that Investor must bear the economic risk of this investment indefinitely unless the Note and Fee Shares are registered pursuant to the Act and any applicable State Acts, or an exemption from such registration is available. Investor represents and warrants to the Company, as of the date of this Agreement, that Investor has no present plan or intention to sell the Note or Fee Shares in the United States at any predetermined time, and has made no predetermined arrangements to sell the Note or Fee Shares.

2.8

Investor's Power and Authority. Investor has the full power and authority to execute, deliver, and perform this Agreement. This Agreement, when executed and delivered by Investor, will constitute a valid and legally binding obligation of Investor, enforceable in accordance with its terms.

2.9

Representation Regarding Signatory. Investor represents and warrants that Investor's signatory, if any, is duly authorized to execute this Agreement on behalf of Investor.

2.10

No Tax Advice From Company or Its Agents. Investor has had an opportunity to review with Investor’s own tax advisors the foreign, U.S. federal, state and local tax consequences of this investment, and the transactions contemplated by this Agreement. Investor is relying solely on such advisors and not on any statements or representations of the Company or any of its agents and understands that Investor (and not the Company) shall be responsible for Investor's own tax liability that may arise as a result of this investment or the transactions contemplated by this Agreement.

2.11

No Legal Advice from Company or Its Agents. Investor acknowledges that Investor has had the opportunity to review this Agreement and the transactions contemplated by this Agreement with Investor’s own legal counsel. Investor is relying solely on such counsel and not on any statements or representations of the Company or any of its agents for legal advice with respect to this investment or the transactions contemplated by this Agreement, except for representations, warranties and covenants set forth herein.

2.12

No Scheme to Evade Registration. Investor's acquisition of the Note and Fee Shares is not a transaction (or any element of a series of transactions) that is part of a plan or scheme to evade the registration provisions of the Act.

2.13

Deliveries Outside the United States. Investor understands that (a) the Note may not be converted within the United States or by or on behalf of a U.S. Person, and that the New Equity Securities may not be delivered within the United States upon conversion of the Note, other than in offerings deemed to meet the definition of "offshore transactions" (as defined in Regulation S), unless registered under the Act or an exemption from such registration is available, (b) the Note shall bear an appropriate legend to such effect, and (c) the Company will make a notation on its transfer books to such effect.

3.

 Resales of the Note, Fee Shares and New Equity Securities by Investor; Hedging; Legends.

3.1

Resales of the Note, Fee Shares and New Equity Securities; Hedging. Investor understands that the Note, the Fee Shares and New Equity Securities are deemed to be "restricted securities" as defined in Rule 144 under the Act. Investor acknowledges, covenants and agrees, with respect to the Note, the Fee Shares and New Equity Securities, (a) that they will only be resold by Investor, and the Company is to refuse to register any transfer not made, in accordance with Regulation S, or pursuant to an exemption from registration under the Act and applicable State Acts, or pursuant to an effective and current registration statement under the Act, and (b) not to engage in hedging transactions unless in compliance with the Act. Until the restrictions on transfer terminate as provided in Section 3.3 hereof, Investor shall cause a transferee of the Note, the Fee Shares or New Equity Securities to execute, prior to the transfer, an agreement containing investor representations and covenants reasonably requested by the Company and substantially similar to those contained in Sections 2 and 3 hereof.

3.2

Legend. To insure compliance with the provisions of the Act and State Acts, the Note, the Fee Shares and New Equity Securities shall bear a legend (the "Regulation S Restrictive Legend") substantially as follows:

"THE ISSUANCE OF THE SECURITIES EVIDENCED HEREBY HAS NOT BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR THE SECURITIES COMMISSION OF ANY STATE UNDER ANY STATE SECURITIES LAW. THE SECURITIES WERE ISSUED PURSUANT TO A SAFE HARBOR FROM REGISTRATION UNDER REGULATION S ("REGULATION S") PROMULGATED UNDER THE ACT. THE SECURITIES MAY NOT BE OFFERED, SOLD, OR OTHERWISE TRANSFERRED UNLESS SUCH OFFERS, SALES, AND TRANSFERS ARE REGISTERED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS, ARE MADE PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THOSE LAWS, OR ARE MADE IN ACCORDANCE WITH REGULATION S PROMULGATED UNDER THE ACT. FURTHERMORE, HEDGING

TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE ACT."

3.3

 Termination of Restrictions; Removal of Legend.

(a)

The Regulation S Restrictive Legend may be removed (and the restrictions on the transferability of the Note, the Fee Shares and New Equity Securities shall terminate) when (i) the sale of the Note, the Fee Shares and New Equity Securities, as the case may be, have been registered under the Act and sold by the holder thereof in accordance with such registration, (ii) a written opinion to the effect that such restrictions are no longer required or necessary under any federal or state securities law or regulation has been received from counsel for the holder thereof (provided that such counsel, and the form and substance of such opinion, are reasonably satisfactory to the Company) or counsel for the Company, (iii) the Note, the Fee Shares and New Equity Securities, as the case may be, have been sold without registration under the Act in compliance with Rule 144 or Rule 144A promulgated under the Act, (iv) the Company is reasonably satisfied that the holder of the Note, the Fee Shares and New Equity Securities, as the case may be, shall be entitled to sell the Note, the Fee Shares and New Equity Securities in accordance with the terms of Subsection (k) of Rule 144 or of Rule 144A promulgated under the Act, or (v) a letter or an order has been issued to the holder thereof by the staff of the Securities and Exchange Commission (the "Commission") stating that no enforcement action shall be recommended by such staff or taken by the Commission if the Note, the Fee Shares or New Equity Securities, as the case may be, are transferred in the United States or to a U.S. Person without registration under the Act in accordance with the conditions set forth in such letter or order and such letter or order specifies that no subsequent restrictions on transfer are required.

(b)

Whenever the restrictions imposed by this Section 3 shall terminate as hereinabove provided, the holder of the Note, the Fee Shares or New Equity Securities, as the case may be, then outstanding as to which such restrictions shall have terminated shall be entitled to receive from the Company, without expense to such holder, a new certificate for the Note, the Fee Shares or New Equity Securities, as the case may be, not bearing the Regulation S Restrictive Legend.

4.

Representations and Warranties of Company. The Company represents and warrants to Investor as follows:

4.1

Organization, Good Standing, and Qualification. The Company is a corporation duly organized, validly existing, and in good standing under the laws of State of Delaware and has all requisite corporate power and authority to carry on its business as now conducted and as proposed to be conducted. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure to so qualify would have a material adverse effect on the business or properties of the Company.

4.2

Authorization. All corporate action on the part of the Company necessary for the authorization, execution and delivery of this Agreement, the performance of all obligations of the Company hereunder, and the authorization, issuance, and delivery of the Note and Fee Shares and, upon conversion of the Note, the New Equity Securities, have been taken. This Agreement constitutes valid and legally binding obligation of the Company, enforceable in accordance with its terms. The Company has obtained all consents and approvals required for it to execute, deliver, and perform this Agreement.

4.3

No Conflicts. The Company is not in violation or default of any provisions of its Certificate of Incorporation or By-laws, as amended and in effect on and as of the date of this Agreement, or of any material provision of any instrument or contract to which it is a party or by which it is bound or of any material provision of any federal or state judgment, writ, decree, order, statute, rule or governmental regulation applicable to the Company, except where such violation, default or conflict would have no material adverse affect on the Company's business or financial condition, or on the transactions contemplated herein. The execution, delivery, and performance of this Agreement and the consummation of the transactions contemplated hereby will not result in any such violation or conflict with or constitute, with or without the passage of time and giving of notice, either a default under any such provision, instrument or contract or an event which re sults in the creation of any lien, charge or encumbrance upon any assets of the Company.

4.4

Valid Issuance of Securities. The New Equity Securities, when issued, sold, and delivered in accordance with the terms hereof or the Note, as the case may be, and for the consideration expressed herein or in the Note, as the case may be, will be duly and validly issued, fully paid and non-assessable, free of any preemptive rights, and the holders thereof shall not be subject to personal liability solely by reason of being such holders. The Note, when issued, sold, and delivered, in accordance with this Agreement, shall be duly executed, issued, and delivered, and shall constitute valid and legally binding obligation of the Company, enforceable in accordance with its terms (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, arrangement, moratorium, or other similar laws affecting creditors' rights, and subject to general equity principles and to limitations on availability of equitable relief, including spe cific performance). The Fee Shares, when issued and delivered in accordance with the terms hereof, will be duly and validly issued, fully paid and non-assessable.

4.5

Current Public Information. The Company is a "reporting issuer" as defined in Regulation S and it has a class of securities registered under Section 12(b) or 12(g) of the Exchange Act or is required to file reports pursuant to Section 13 or 15(d) of the Exchange Act, and has filed on a timely basis all the materials required to be filed as reports pursuant to the Exchange Act for a period of at least twelve months preceding the date hereof (or for such shorter period as the Company was required by law to file such material), and all such filings have been made on a timely basis.

4.6

Use of Proceeds. As of the date hereof, the Company expects to use the net proceeds from the sale of the Note for working capital and general corporate purposes, including the funding of research and development and marketing.

5.

Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware applicable to agreements made in and wholly to be performed in that jurisdiction.

6.

Entire Agreement; Amendments. This Agreement constitutes the full and entire understanding and agreement between the parties with regard to the subject matter hereof, and no party shall be liable or bound to any other party in any manner by any warranties, representations, or covenants except as specifically set forth herein. Neither this Agreement nor any term hereof may be amended, waived, discharged, or terminated other than by a written instrument signed by the party against whom enforcement of any such amendment, waiver, discharge, or termination is sought.

7.

Written Notices, Etc. Any notice, demand, or request required or permitted to be given by either the Company or Investor pursuant to the terms of this Agreement shall be in writing and shall be deemed given when delivered personally, by overnight courier, or by registered or certified mail, return receipt requested, or by facsimile or other standard form of telecommunication or electronic transmission, to the parties at their respective addresses set forth above.

8.

Execution in Counterparts Permitted. This Agreement may be executed by facsimile in any number of counterparts, each of which shall be enforceable against the parties actually executing such counterparts, and all of which together shall constitute one instrument.

9.

Survival; Severability. Investor's and the Company's representations and warranties shall survive the closing of the transaction. If any provision of this Agreement becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable, or void, this Agreement, to the extent permitted by law, shall continue in full force and effect without said provision; provided that no such severability shall be effective if it materially changes the economic benefit of this Agreement to any party.

10.

Titles; Gender. The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement. The use in the Agreement of a masculine, feminine or neuter pronoun shall be deemed to include a reference to the others.

11.

Assignment. Neither party to this Agreement may assign this Agreement without the prior

written consent of the other (which may be withheld for any reason).

12.

Indemnification. The Company shall indemnify and hold harmless Investor against any liabilities suffered or incurred by Investor and not otherwise reimbursed, arising from or due to any material breach of a representation, warranty, or covenant of the Company contained in this Agreement. Investor shall indemnify and hold harmless the Company and each of its officers, directors, stockholders, employees, control persons, and agents (each, a "Company Indemnified Party") who is or may be a party to any threatened, pending, or completed action, suit or proceeding of any kind, against any liabilities suffered or incurred by a Company Indemnified Party and not otherwise reimbursed, arising from or due to any material breach of a representation, warranty, or covenant of Investor contained in this Agreement.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written.

	BioLife Solutions, Inc.
By:	/s/ Mike Rice
	Mike Rice
	President & CEO
	/s/ Walter Villiger
	Investor

EX-10

THE ISSUANCE OF THE SECURITIES EVIDENCED HEREBY HAS NOT BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR THE SECURITIES COMMISSION OF ANY STATE UNDER ANY STATE SECURITIES LAW. THE SECURITIES WERE ISSUED PURSUANT TO A SAFE HARBOR FROM REGISTRATION UNDER REGULATION S ("REGULATION S") PROMULGATED UNDER THE ACT. THE SECURITIES MAY NOT BE OFFERED, SOLD, OR OTHERWISE TRANSFERRED UNLESS SUCH OFFERS, SALES, AND TRANSFERS ARE REGISTERED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS, ARE MADE PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THOSE LAWS, OR ARE MADE IN ACCORDANCE WITH REGULATION S PROMULGATED UNDER THE ACT. FURTHERMORE, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE ACT.

$375,000.00US

Owego, New York

February 13, 2007

BIOLIFE SOLUTIONS, INC.

PROMISSORY NOTE

BioLife Solutions, Inc., a Delaware corporation (the “Maker”), for value received, hereby promises to pay to Walter Villiger (the “Holder”), the principal amount of three hundred seventy five thousand Dollars ($375,000.00US) (the “Issue Price”), together with interest on the unpaid amount thereof, in accordance with the terms hereof, from the date hereof until paid or converted in accordance with the terms hereof.

1. Promissory Note (“Note”).

1.1 Interest Rate. The rate of interest hereunder (“Interest Rate”) shall equal seven percent (7%) per annum and shall be computed on the basis of a 365 day year for the actual number of days elapsed; provided that in no event shall the interest rate be less than the minimum rate of interest required in order to avoid the imputation of interest for federal income tax purposes.

1.2 Payment. Subject to the provisions of Section 4 regarding the automatic conversion of this Note upon a Financing (as defined therein), the Issue Price plus all accrued interest thereon shall become due and payable in one lump sum on the earlier of (a) February 13, 2009 (the “Due Date”) or (b) an Event of Default (as defined below). The Maker may at any time prepay in whole or in part the principal and interest accrued under this Note. Any payment will be applied first to the payment of any and all accrued and unpaid interest through the payment date and second to the payment of principal remaining due hereunder. Payment shall be made at the offices or residence of the Holder, or at such other place as the Holder shall have designated to the Maker in writing, in lawful money of the United States of America.

1.3 Note Purchase Agreement. This Note is issued pursuant to a Note Purchase Agreement, dated the date hereof, by and between Maker and Holder and is subject and entitled to the terms, conditions, covenants, and agreements contained therein.

2.

 Acquisition. In the event the Maker is to be acquired, whether by means of a merger, sale of all or substantially all of the assets of the Maker, sale of securities representing more than fifty percent (50%) of the equity interests in Maker, or otherwise, prior to the Due Date (an “Acquisition”), then the Issue Price plus all accrued but previously unpaid interest thereon shall become due and payable in one lump sum immediately upon the closing of such Acquisition.

3.

Events of Default. The Issue Price and accrued interest on this Note shall, at the option of the Holder, become due and payable, subject to applicable law, upon the happening of any one of the following specified events:

a)

a decree or order of a court having jurisdiction is entered adjudging the Maker a bankrupt or insolvent, or issuing sequestration or process of execution against, or against any substantial part of, the property of the Maker, or appointing a receiver of the Maker or any substantial part of its property, or ordering the winding-up or liquidation of its affairs, unless the Maker actively and diligently contests in good faith such decree or order and has such decree or order stayed on or before 60 days after the issue of such decree or order by a court;

(b)

an order is made or a resolution is passed for the winding-up or liquidation of the Maker, or the Maker institutes proceedings to be adjudicated a bankrupt or insolvent, or consents to the institution of bankruptcy or insolvency proceedings against it, or consents to the filing of any such petition or to the appointment of a receiver of the Maker or any substantial part of its property, or makes a general assignment for the benefit of creditors, or admits in writing its inability to pay its debts generally as they become due, or takes corporate action in furtherance of any of the aforesaid purposes;

(c)

the Maker defaults in observing or performing any material covenant or condition of this Note or the Unit Purchase Agreement on its part to be observed or performed, and such default continues for a period of fifteen (15) days after notice in writing has been given to the Maker by the Holder specifying such default and requiring the Maker to rectify the same;

(d)

an encumbrancer takes possession of all or substantially all of the property of the Maker, or any process of execution is levied or enforced upon or against all or substantially all of the property of the Maker and remains unsatisfied for such period as would permit any such property to be sold thereunder, unless the Maker actively and diligently contests in good faith such process, but in that event the Maker shall, if the Holder so requires, give security which, in the discretion of the holder, is sufficient to pay in full the amount thereby claimed in case the claim is held to be valid.

4.

Conversion.

4.1

 Conversion. If this Note is outstanding at the time of any bona fide equity financing of the Maker of at least One Million Dollars ($1,000,000), excluding conversion of this Note (a “Financing”), then, concurrently with the consummation of the Financing, Holder shall have the right (but not the obligation) (“Conversion Right”) to convert this Note, plus all accrued and unpaid interest thereon (the “Conversion Amount”) into that number of fully paid and non-assessable shares or units of the equity security(ies) of the Maker sold in the Financing (the “New Equity Securities”) as is equal to the Conversion Amount divided by 85% of the per share or per unit purchase price of the New Equity Securities. The date of the consummation of the Financing is hereinafter referred to as the “Closing Conversion Date”).

4.2

Conversion Procedure.

(a) The Maker shall provide the Holder written notice of the Financing at least fifteen (15) days prior to the Closing Date.

(b) In order to exercise the Conversion Right, Holder shall provide the Maker at least five (5) days prior to the Closing Date written notice that the Holder elects to convert the Note on the Closing Date.

4.3

Termination of Rights Upon Conversion. Upon the Closing Date, subject to the completion of the Financing, the Holder of this Note shall have no further rights under this Note, whether or not this Note is surrendered.

4.4

Fractional Shares. No fractional shares or units of New Equity Securities of the Maker will be issued in connection with any conversion hereunder but rather any such fractional shares or units shall be rounded up to the nearest whole share or unit.

4.5

Delivery of Stock Certificates. As promptly as practicable after the Closing Date, (a) the Maker shall give notice to the Holder of the conversion of this Note into the New Equity Securities, (b) the Holder shall return this Note to the Maker, and (c) the Maker, at its expense, shall issue

and deliver to the Holder of this Note a certificate or certificates evidencing the number of full New Equity Securities issuable to the Holder upon such conversion.

5.

Miscellaneous.

5.1

Transfer of Note. This Note shall not be transferable or assignable in any manner and no interest shall be pledged or otherwise encumbered by the Holder without the consent of the Maker, which consent shall not be unreasonably withheld.

5.2

Titles and Subtitles. The titles and subtitles used in this Note are for convenience only and are not to be considered in construing or interpreting this Note.

5.3

 Attorneys’ Fees. If any action at law or in equity is necessary to enforce or interpret the terms of this Note, the prevailing party shall be entitled to reasonable attorneys’ fees, costs and disbursements in addition to any other relief to which such party may be entitled.

5.4

 Amendments and Waivers. This Note may be amended and the observance of any other term of this Note may be waived (either generally or in a particular instance and either retroactively or prospectively), with the written consent of the Maker and the Holder. The Maker waives presentment, demand for performance, notice of nonperformance, protest, notice of protest, and notice of dishonor. No delay on the part of the Holder in exercising any right hereunder shall operate as a waiver of such right under this Note.

5.5

Severability. If one or more provisions of this Note are held to be unenforceable under applicable law, such provision shall be excluded from this Note and the balance of the Note shall be interpreted as if such provision were so excluded and shall be enforceable in accordance with its terms.

5.6

Governing Law. This Note shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving effect to its conflicts of laws principles.

Executed as of the date first written above.

	MAKER:
	BIOLIFE SOLUTIONS, INC.
	a Delaware corporation
By:	/s/ Michael P. Rice
Title:	President and Chief Executive Officer
Name:	Michael P. Rice
Address:	171 Front Street, Owego, NY13827

EX-99

Exhibit 99.1

NEWS RELEASE for February 13, 2007

Media Relations Contacts:

Investor Relations Contact:

Len Hall

Matt Clawson or Dan Matsui

Allen & Caron, Inc.

Allen & Caron, Inc.

(949) 474-4300

(949) 474-4300

len@allencaron.com

matt@allencaron.com

BIOLIFE SOLUTIONS INC. COMPLETES $750,000 CONVERTIBLE NOTES FINANCING

Proceeds To Support Expanded Sales & Marketing Strategy

OWEGO, NY (February 13, 2007)…BioLife Solutions Inc. (OTC BB: BLFS), a leading developer and manufacturer of proprietary preservation media for cells, tissues, and organs, today announced the completion of a $750,000 financing to support its expanded sales and marketing strategy to capture significant share of the worldwide market for preservation media.

PA Consulting Group, a worldwide consulting firm with expertise in life sciences and healthcare, estimates the worldwide market for media to preserve cells, tissues, and organs for research and clinical applications will grow from $175 million in 2007 to over $300 million by 2011.

BioLife Chief Executive Mike Rice remarked: “We’re executing a strategy to increase worldwide awareness of our patented HypoThermosol® and CryoStor™ preservation media and the unique benefits they provide for cell, tissue, and organ preservation. This financing will help support not only a higher level of marketing activities but also expansion of our direct-sales team and distribution network.  We very much appreciate the continued support of these key shareholders and their commitment to our strategic plan and the success of BioLife.”

BioLife will be exhibiting and presenting at the annual meeting of the International Society for Stem Cell Research on June 17-21, 2007, in Cairns, Australia, and, several days later on June 24-27, the annual meeting of the International Society for Cellular Therapy, in Sydney, Australia.

About BioLife Solutions

BioLife Solutions develops, manufactures and markets patented hypothermic storage and cryopreservation solutions for cells, tissues, and organs.  The Company’s proprietary HypoThermosol^® and CryoStor™ preservation media are marketed to companies, laboratories, and academic institutions engaged in research and commercial clinical applications.  BioLife’s line of serum-free and protein-free preservation solutions are fully defined and formulated to reduce or prevent preservation-induced, delayed-onset cell damage and death.  BioLife’s platform enabling technology provides academic and clinical researchers significant improvement in post-thaw cell, tissue, and organ viability and function.  

For more information please visit BioLife Solutions’ website at www.biolifesolutions.com.

This news release contains forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. These forward-looking statements include any statements that relate to the intent, belief, plans or expectations of the Company or its management, or that are not a statement of historical fact. Any forward-looking statements in this news release are based on current expectations and beliefs and are subject to numerous risks and uncertainties that could cause actual results to differ materially. Some of the specific factors that could cause BioLife Solutions’ actual results to differ materially are discussed in the Company’s recent filings with the Securities and Exchange Commission. BioLife Solutions disclaims any obligation to update any forward-looking statements as a result of developments occurring after the date of this press release.  

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