UNITED STATES
                      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


                              September 10, 2004
                  ------------------------------------------
                       (Date of earliest event reported)
                  ------------------------------------------


                              BIOPURE CORPORATION
                             ---------------------
              (Exact Name of Registrant as Specified in Charter)


            Delaware                      011-15167               04-2836871
--------------------------------    ---------------------    ------------------
(State or other Jurisdiction of     (Commission File No.)      (IRS Employer
         Incorporation)                                      Identification No.)


               11 Hurley Street, Cambridge, Massachusetts 02141
         -----------------------------------------------------------
         (Address of principal executive offices, including zip code)


                                (617) 234-6500
      ------------------------------------------------------------------
             (Registrant's telephone number, including area code)

       ----------------------------------------------------------------
         (Former Name or Former Address, if Changed Since Last Report)

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:

| |  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))


<PAGE>




Item 8.01.  Other Events.

        Concurrently with filing this current report on Form 8-K, Biopure
Corporation is filing a prospectus supplement to its existing shelf
registration statement on Form S-3 (File No. 333-106288) in connection with a
"best efforts" public offering by the Company of shares of its Class A common
stock and warrants to purchase additional shares of its Class A common stock.
The Company has executed an agency agreement, dated as of September 10, 2004,
with C.E. Unterberg, Towbin, LLC, its agent for this best efforts offering.

         The purpose of this report is to file as exhibits, in connection with
this best efforts offering, the agency agreement by and between the Company
and its agent for the offering and the forms of agent's warrant, investor
warrant and investor purchase agreement.


Item 9.01.  Financial Statements and Exhibits.

(c) Exhibits:

         1.1      Agency Agreement, dated as of September 10, 2004, between
                  Biopure Corporation and C.E. Unterberg, Towbin, LLC

         4.1      Form of Agent's Warrant

         4.2      Form of Investor Warrant

         10.1     Form of Investor Purchase Agreement



<PAGE>


                                   SIGNATURE


         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.


                                                   BIOPURE CORPORATION


Date:  September 10, 2004                          By:  /s/ Francis H. Murphy
                                                       ------------------------
                                                        Francis H. Murphy
                                                        Chief Financial Officer

<PAGE>



                               INDEX TO EXHIBITS

     Exhibit Number                            Description of Exhibit
     --------------                            ----------------------
          1.1                       Agency Agreement, dated as of September 10,
                                    2004, between Biopure Corporation
                                    and C.E. Unterberg, Towbin, LLC
          4.1                       Form of Agent's Warrant
          4.2                       Form of Investor Warrant
          10.1                      Form of Investor Purchase Agreement




<PAGE>


                                                                 Exhibit 1.1


                              BIOPURE CORPORATION


                            Up to 25,000,000 Shares


                                 Common Stock
                               ($0.01 Par Value)

                 Warrants to Purchase Up to 12,500,000 Shares

                                 Common Stock
                               ($0.01 Par Value)




                               AGENCY AGREEMENT




September 10, 2004

<PAGE>


                               AGENCY AGREEMENT


                                                          September 10, 2004
C.E. Unterberg, Towbin, LLC, as Agent
350 Madison Avenue
New York, NY 10017


Ladies and Gentlemen:

         Biopure Corporation, a Delaware corporation (the "Company"),
proposes, upon the terms and subject to the conditions set forth in this
Agreement (together with the exhibits attached hereto (the "Agreement") to
offer for sale to the public pursuant to a "best efforts" underwritten
offering (the "Offering") up to 25,000,000 shares of Class A Common Stock,
$.01 par value per share (the "Common Stock"), of the Company, each with one
associated preferred stock purchase (a "Right") as described in the Rights
Agreement defined below (such 25,000,000 shares of Common Stock together with
such Rights, the "Shares"), and warrants to purchase up to an aggregate of
12,500,000 shares of Common Stock (to the extent the Rights Agreement is in
effect on the date of exercise of such Warrant, each such share with one
associated Right) (the "Warrants" and, together with the Shares, the
"Securities"), which Warrants will be offered and issued on the basis of one
Warrant to purchase one share of Common Stock for each two Shares purchased in
the Offering. In connection with the Offering, the Company desires to engage
C.E. Unterberg, Towbin, LLC as its exclusive agent (the "Agent") to offer the
Securities to the public on a reasonable "best efforts" basis, upon the terms
and subject to the conditions set forth in this Agreement. The Securities and
the Offering are described in the Prospectus that is referred to below.

         The Company has prepared and filed, in accordance with the provisions
of the Securities Act of 1933, as amended, and the rules and regulations
thereunder (collectively, the "Act"), with the Securities and Exchange
Commission (the "Commission") a registration statement under the Act on Form
S-3 (File No. 333-106288) filed with the Commission on June 19, 2003, and
amendment No. 1 to such registration statement filed with the Commission on
July 2, 2003 (such registration statement as amended or supplemented (other
than supplements relating to offerings of securities other than the Offering)
from time to time, the "registration statement"). The registration statement
has been declared by the Commission to be effective under the Act. The Company
will file with the Commission pursuant to Rule 424(b) under the Act a final
prospectus supplement to the Basic Prospectus (as defined below), describing
the Securities and the offering thereof, in such form as has been provided to
or discussed with, and approved, by the Agent.

         The term "Registration Statement" as used in this Agreement means the
registration statement, at the time it became effective and as supplemented
(other than supplements relating to offerings of securities other than the
Offering) or amended, including (i) all financial schedules and exhibits
thereto, and (ii) all documents incorporated by reference or deemed to be
incorporated by reference therein, which schedules, exhibits and documents
have been filed with the Commission pursuant to its Electronic Data Gathering
Analysis and Retrieval System ("EDGAR"). The term "Basic Prospectus" as used
in this Agreement means the basic prospectus dated July 3, 2003 filed with the
Commission under Rule 424(b)(3) on July 3, 2003 for use in connection with the
offer and/or sale of the Securities pursuant to this Agreement. "Preliminary
Prospectus Supplement" shall mean any preliminary prospectus supplement to the
Basic Prospectus which describes the Securities and the Offering and is used
prior to filing of the Prospectus Supplement, together with the Basic
Prospectus. The term "Prospectus Supplement" as used in this Agreement means
any final prospectus supplement specifically relating to the Securities, in
the form filed with, or transmitted for filing to, the Commission pursuant to
Rule 424 under the Act. The term "Prospectus" as used in this Agreement means
the Basic Prospectus as supplemented by the Prospectus Supplement except that
if such Basic Prospectus is amended or supplemented (other than supplements
relating to offerings of securities other than the Offering) on or prior to
the date on which the Prospectus Supplement was first filed pursuant to Rule
424, the term "Prospectus" shall refer to the Basic Prospectus as so amended
or supplemented and as supplemented by the Prospectus Supplement. Any
reference herein to the registration statement, the Registration Statement,
the Basic Prospectus, any Preliminary Prospectus Supplement, any Prospectus
Supplement or the Prospectus shall be deemed to refer to and include (i) the
documents incorporated by reference therein pursuant to Form S-3 (the
"Incorporated Documents") and (ii) the copy of the Registration Statement, the
Basic Prospectus, the Prospectus Supplement, the Prospectus or the
Incorporated Documents filed with the Commission pursuant to EDGAR. Any
reference herein to the terms "amend," "amendment" or "supplement" with
respect to the Registration Statement, the Basic Prospectus, the Preliminary
Prospectus Supplement, the Prospectus Supplement or the Prospectus shall be
deemed to refer to and include the filing of any document under the Securities
Exchange Act of 1934, as amended, and the rules and regulations thereunder
(collectively, the "Exchange Act") after the effective date of the
Registration Statement, or the date of the Basic Prospectus, the Preliminary
Prospectus Supplement or the Prospectus Supplement, as the case may be, deemed
to be incorporated therein by reference. As used herein, "business day" shall
mean a day on which the New York Stock Exchange is open for trading.

         The Company hereby confirms its agreement with the Agent as follows:

         1. Agreement to Act as Agent. Upon the basis of the representations
and warranties of the Company and subject to the terms and conditions set
forth in this Agreement and in the letter agreement dated August 4, 2004
between the Company and the Agent (the "Engagement Letter"), the Company
engages the Agent to act as its exclusive agent, on a reasonable "best
efforts" basis, in connection with the offer and sale by the Company of the
Securities. As compensation for services rendered, at the time of purchase (as
defined below), the Company shall pay to the Agent by Federal Funds wire
transfer to an account or accounts designated by the Agent, an amount equal to
6.5% of the gross proceeds received by the Company from the sale of the
Securities in the Offering. In addition, at the time of purchase (as defined
below) the Company will issue to the Agent a warrant (the "Agent's Warrant"),
in the form of Exhibit A attached hereto, to purchase up to the number of
shares of Common Stock (and associated Rights) equal to three percent (3%) of
the aggregate number of Shares sold to Purchasers (as defined below) in the
Offering. The shares of Common Stock (and associated Rights) issuable to the
Agent upon exercise of the Agent's Warrant are referred to herein as the
"Warrant Stock." The Securities are being offered and sold at a price of $0.78
for two Shares and one Warrant to purchase one share of Common Stock.

         This Agreement shall not give rise to any commitment by the Agent or
any of its affiliates to underwrite or purchase any of the Securities or
otherwise provide any financing. Subscription for Securities shall be
evidenced by, and the sale of such Securities shall be made pursuant to,
purchase agreements in substantially the form included as Exhibit B hereto
duly executed by each purchaser of the Securities and the Company (the
"Purchase Agreements"). Persons who agree to purchase Securities pursuant to
the Purchase Agreements that are accepted by the Company are hereinafter
referred to as the "Purchasers."

         2. Payment and Delivery. Subject to the terms and conditions hereof
and of the Purchase Agreements, payment of the purchase price for, and
delivery of certificates for, the Securities for which the Company has
received Purchase Agreements acceptable to the Company shall be made at the
office of Ropes & Gray LLP, One International Place, Boston, Massachusetts (or
at such other place as shall be agreed upon by the Agent and the Company), at
10:00 A.M., New York City time, on or about September 15, 2004 (unless another
time shall be agreed to by the Agent and the Company). Subject to the terms
and conditions hereof and of the Purchase Agreements, payment of the purchase
price for the Securities purchased by a Purchaser shall be made to the Company
at the time of purchase by such Purchaser directly (or indirectly from the
escrow account maintained by the Agent) by Federal Funds wire transfer of same
day funds, against delivery of certificates for the Shares, through the
facilities of The Depository Trust Company ("DTC") and delivery of the Warrant
Agreements (as defined below) to the Agent for subsequent delivery to such
Purchaser, and such Securities shall be registered in such name or names and
shall be in such denominations, as the Purchaser thereof may request at least
one business day before the time of purchase (as defined below). The Agent
agrees to hold the purchase price delivered to it by persons who agree to
purchase Securities in escrow as contemplated by the form of purchase
agreement included as Exhibit B hereto. Subject to the terms and conditions
hereof and of the Purchase Agreements, at the time of purchase the Agent shall
deliver to the Company by Federal Funds wire transfer of same day funds the
purchase price for any such Securities payable to the Company that has been
deposited in the escrow account by the Purchasers, against delivery of such
Securities to the Purchasers. The time at which such payment and delivery are
made is hereinafter sometimes called "the time of purchase" and the date upon
which the time of purchase occurs is hereinafter sometimes called the "Closing
Date." The Agent will, upon request of the Company, confirm to the Company the
aggregate amount of funds delivered to it in escrow by persons who have
executed and delivered a Purchase Agreement. The Agent shall, promptly
following the time of purchase, deliver to the Purchasers any Purchased
Warrants received by it from the Company in accordance with the instructions
set forth on the signature page of the applicable Purchase Agreement.

         Deliveries of the documents described in Section 5 hereof with
respect to the purchase of the Securities shall be made at the offices of
Ropes & Gray LLP, One International Place, Boston, Massachusetts at 10:00
A.M., New York City time, on the date of the closing of the purchase of the
Securities.

         3. Representations and Warranties of the Company. The Company
represents, warrants and covenants to and agrees with the Agent that:

              (a) the Registration Statement was declared effective under the
         Act on July 3, 2003; no stop order of the Commission preventing or
         suspending the use of the Basic Prospectus, the Preliminary
         Prospectus Supplement, the Prospectus Supplement or the Prospectus or
         the effectiveness of the Registration Statement has been issued and
         no proceedings for such purpose have been instituted or, to the
         Company's knowledge, are threatened by the Commission; the Company is
         eligible to use Form S-3 for the Offering; such Registration
         Statement at the date of this Agreement meets, and the Offering
         complies with, the requirements of Rule 415 under the Act. The
         Registration Statement complied when it became effective, complies,
         and will comply at the time of purchase, and the Prospectus conformed
         as of its date, conforms, and will conform at the time of purchase,
         in each case in all material respects with the requirements of the
         Act; any statutes, regulations, contracts or other documents that are
         required to be described in the Registration Statement or the
         Prospectus or to be filed as exhibits to the Registration Statement
         have been and will be so described or filed; there are no documents
         required to be filed with the Commission in connection with the
         transaction contemplated hereby that have not been filed as required
         pursuant to the Act or will not be filed within the requisite time
         period; and the Registration Statement did not at the time of
         effectiveness, does not and will not at the time of purchase contain
         an untrue statement of a material fact or omit to state a material
         fact required to be stated therein or necessary to make the
         statements therein not misleading, and the Prospectus did not as of
         its date, does not and will not at the time of purchase contain an
         untrue statement of a material fact or omit to state a material fact
         required to be stated therein or necessary to make the statements
         therein, in light of the circumstances under which they were made,
         not misleading; provided, however, that the Company makes no warranty
         or representation with respect to any statement contained in the
         Registration Statement or the Prospectus in reliance upon and in
         conformity with information concerning the Agent and furnished in
         writing by or on behalf of the Agent to the Company expressly for use
         in the Registration Statement or the Prospectus; the Company has not
         distributed and will not distribute any offering material in
         connection with the offering or sale of the Securities other than the
         Registration Statement, the then most recent Preliminary Prospectus
         Supplement or Prospectus Supplement, as applicable, the Basic
         Prospectus and the Prospectus; the Company has timely filed all
         reports required of it to be filed pursuant to the Act and the
         Exchange Act and has filed all such reports in the manner prescribed
         thereby; the Incorporated Documents, when they were filed with the
         Commission, conformed in all material respects to the requirements of
         the Exchange Act and the applicable rules and regulations of the
         Commission thereunder, and none of such documents, when they were
         filed with the Commission, contained any untrue statement of a
         material fact or omitted to state a material fact necessary to make
         the statements, in light of the circumstances under which they were
         made, therein not misleading; and any further documents so filed and
         incorporated by reference in the Basic Prospectus or Prospectus
         Supplement, when such documents are filed with the Commission, will
         comply in all material respects with the requirements of the Exchange
         Act and the applicable rules and regulations of the Commission
         thereunder, as applicable, and will not contain any untrue statement
         of a material fact or omit to state a material fact necessary to make
         the statements therein, in light of the circumstances under which
         they were made, not misleading;

              (b) as of the date of the Prospectus Supplement the Company has,
         and as of the time of purchase the Company shall have, an authorized
         capitalization as set forth in the Prospectus under the caption
         "Description of Capital Stock"; all of the issued and outstanding
         shares of capital stock, including the Common Stock, of the Company
         have been duly authorized and validly issued and are fully paid and
         non-assessable, have been issued in compliance with all federal and
         state securities laws and were not issued in violation of any
         preemptive right, resale right, right of first refusal or similar
         right;

              (c) as of August 25, 2004 there were 48,573,521 shares of Common
         Stock outstanding and the Company had reserved an aggregate of
         11,896,105 shares of Common Stock for issuance upon exercise of
         outstanding stock options and warrants and for conversion of the
         Company's outstanding Class B common stock, in each case as described
         in the Prospectus; since August 25, 2004, the Company has not issued
         any securities other than Common Stock of the Company pursuant to the
         exercise of previously outstanding options in connection with the
         Company's employee stock purchase and option plans (the "Plans"),
         options granted pursuant to the Plans in the ordinary course of
         business consistent with past practice and Common Stock issued
         pursuant to the exercise of previously outstanding warrants, in each
         case as disclosed in the Prospectus; there are no authorized or
         outstanding options, warrants, preemptive rights, resale rights,
         rights of first refusal or other rights to purchase, or equity or
         debt securities convertible into or exchangeable or exercisable for,
         any capital stock or other securities of the Company other than
         pursuant to the Purchase Agreements and this Agreement and those
         described in the Prospectus; the description of the Company's stock
         option, stock bonus and other stock plans or arrangements, and the
         options, warrants or other rights granted thereunder, set forth in
         the Registration Statement and the Prospectus accurately and fairly
         presents the information required by the Act to be disclosed therein
         with respect to such plans, arrangements, options and rights; the
         Rights are not now and never have been transferable separately from
         the shares of Common Stock or exercisable; no person, including any
         of the Company's stockholders at the time of the issuance of the
         Rights, has to the knowledge of the Company at any time been an
         Acquiring Person and no Distribution Date or Shares Acquisition Date
         has occurred or been proposed; the execution of this Agreement and
         the Agent's Warrant and the completion of the transactions
         contemplated hereby and thereby, including the acquisition of the
         Securities, the Agent's Warrant or the Warrant Stock will not cause:
         (i) to the knowledge of the Company, assuming the accuracy of the
         representations and warranties of the Purchasers made in the Purchase
         Agreements, any Purchaser or the Agent to become an Acquiring Person,
         or (ii) a Distribution Date or a Shares Acquisition Date to occur;
         the Rights Agreement dated as of September 24, 1999 between the
         Company and American Stock Transfer & Trust Company, as rights agent,
         (the "Rights Agreement") was duly authorized, executed and delivered
         by the Company effective as of September 24, 1999; there have been no
         amendments to the Rights Agreement; as used in this section the
         following terms have the meanings given to them in the Rights
         Agreement: "Acquiring Person", "Distribution Date" and "Shares
         Acquisition Date";

              (d) the Company has been duly incorporated and is validly
         existing as a corporation in good standing under the laws of the
         State of Delaware, with full corporate power and ; to own,
         lease and operate its properties and conduct its business as
         described in the Registration Statement and the Prospectus, to
         execute and deliver this Agreement and to issue, sell and deliver the
         Securities as contemplated herein; no governmental proceeding has
         been instituted in the State of Delaware revoking, limiting or
         curtailing, or seeking to revoke, limit or curtail, such power and
         authority;

              (e) the Company is duly qualified to do business as a foreign
         corporation and is in good standing in each jurisdiction where the
         ownership or leasing of its properties or the conduct of its business
         requires such qualification, except where the failure to be so
         qualified and in good standing would not, individually or in the
         aggregate, have a material adverse effect on the business,
         properties, management, condition, financial or otherwise,
         operations, prospects or results of operation of the Company and the
         Subsidiaries (as hereinafter defined) taken as a whole (a "Material
         Adverse Effect"); no governmental proceeding has been instituted in
         any such jurisdiction, revoking, limiting or curtailing, or seeking
         to revoke, limit or curtail, such qualification, except for such
         proceedings as would not, individually or in the aggregate, have a
         Material Adverse Effect;

              (f) the Company has no subsidiaries (as defined in the Act)
         other than NeuroBlok, Inc. ("NeuroBlok"), DeNovo Technologies Corp.,
         Biopure Netherlands BV, Biopure South Africa, Ltd., Biopure Overseas
         Holding Company and Reperfusion Systems, Inc. (collectively, the
         "Subsidiaries"), it being acknowledged for the avoidance of doubt
         that Eleven Hurley Street Associates is not such a subsidiary; except
         as disclosed in the Registration Statement or the Prospectus, the
         Company owns all of the issued and outstanding capital stock of each
         of the Subsidiaries other than NeuroBlok; none of the subsidiaries is
         a "significant subsidiary" within the meaning of rule 1-02(w) of
         Regulation S-X or is otherwise material to the business or operations
         of the Company; the Company owns shares of NeuroBlok capital stock
         representing not less than 60% of NeuroBlok's issued and outstanding
         shares of capital stock and not less than 60% of the voting power of
         NeuroBlok's issued and outstanding capital stock; other than the
         capital stock of the Subsidiaries and except as disclosed in the
         Registration Statement or the Prospectus, the Company does not own,
         directly or indirectly, any shares of stock or any other equity or
         long-term debt securities of any corporation or have any equity
         interest in any firm, partnership, joint venture, association or
         other entity; complete and correct copies of the certificate of
         incorporation and the bylaws of the Company and the Subsidiaries and
         all amendments thereto have been delivered to the Agent, and no
         changes therein will be made subsequent to the date hereof and prior
         to the time of purchase; each Subsidiary has been duly incorporated
         and is validly existing as a corporation in good standing under the
         laws of the jurisdiction of its incorporation, with full corporate
         power and authority to own, lease and operate its properties and to
         conduct its business as described in the Registration Statement or
         the Prospectus; each Subsidiary is duly qualified to do business as a
         foreign corporation and is in good standing in each jurisdiction
         where the ownership or leasing of its properties or the conduct of
         its business requires such qualification, except where the failure to
         be so qualified and in good standing would not, individually or in
         the aggregate, have a Material Adverse Effect; no proceeding has been
         instituted in any such jurisdiction, revoking, limiting or
         curtailing, or seeking to revoke, limit or curtail, such power and
         authority or qualification, except for any such proceedings as would
         not, individually or in the aggregate, have a Material Adverse
         Effect; all of the outstanding shares of capital stock of each of the
         Subsidiaries held by the Company have been duly authorized and
         validly issued, are fully paid and non-assessable and are owned by
         the Company subject to no security interest, other encumbrance or
         adverse claims except as disclosed in the Registration Statement or
         the Prospectus, and no options, warrants or other rights to purchase,
         agreements or other obligations to issue or other rights to convert
         any obligation into shares of capital stock or ownership interests in
         the Subsidiaries are outstanding except as disclosed in the
         Registration Statement or the Prospectus;

              (g) [INTENTIONALLY OMITTED]

              (h) the Shares and the Warrants have been duly and validly
         authorized by the Company and, when the Shares are issued and
         delivered against payment therefor as provided herein and when the
         shares of Common Stock issuable upon exercise of the Warrants are
         issued in accordance with the terms of the Warrants, the Shares and
         the shares of Common Stock issuable upon exercise of the Warrants,
         respectively, will be duly and validly issued, fully paid and
         non-assessable and will not be issued in violation of statutory and
         contractual preemptive rights, resale rights, rights of first refusal
         and similar rights; the Agent's Warrant has been duly and validly
         authorized by the Company and upon delivery to the Agent at the time
         of purchase will be duly issued and will constitute a legal, valid
         and binding obligation of the Company, enforceable against the
         Company in accordance with its terms. The Warrant Stock has been duly
         authorized and reserved for issuance upon the exercise of the Agent's
         Warrant and when issued upon payment of the exercise price therefor
         will be validly issued, fully paid and nonassessable;

              (i) the Common Stock (including the Shares) conforms in all
         material respects to the description thereof contained in the
         Registration Statement or the Prospectus, the certificates for the
         Shares are in due and proper form and the holders of the Shares will
         not be subject to personal liability under Delaware corporate law by
         reason of being such holders;

              (j) this Agreement has been duly authorized, executed and
         delivered by the Company;

              (k) except as disclosed in the Registration Statement or the
         Prospectus, neither the Company nor any of the Subsidiaries is in
         breach or violation of or in default under (nor has any event
         occurred which with notice, lapse of time or both would result in any
         breach or violation of, constitute a default under or give the holder
         of any indebtedness (or a person acting on such holder's behalf) the
         right to require the repurchase, redemption or repayment of all or a
         part of such indebtedness under) (i) its respective certificate of
         incorporation or bylaws, (ii) any law, order, rule, regulation, writ,
         injunction, judgment or decree of any court, government or
         governmental agency or body, domestic or foreign, having jurisdiction
         over the Company or any of its Subsidiaries or over their respective
         properties, or (iii) any indenture, mortgage, deed of trust, bank
         loan or credit agreement or other evidence of indebtedness, or any
         license, lease, contract or other agreement or instrument to which
         the Company or any of the Subsidiaries is a party or by which any of
         them or any of their properties is bound, except in the case of
         clause (ii) and (iii) above where such breach, violation or default
         would not, individually or in the aggregate, have a Material Adverse
         Effect and in the case of clause (i) above for such breaches,
         violations or defaults with respect to the certificate of
         incorporation or bylaws of Subsidiaries of the Company as would not,
         individually or in the aggregate, have a Material Adverse Effect;

              (l) the execution, delivery and performance of this Agreement
         and the Agent's Warrant, and the consummation of the transactions
         contemplated hereby and thereby, including the issuance and sale of
         the Securities, the Agent's Warrant and the Warrant Stock will not
         conflict with, result in any breach or violation of or constitute a
         default under (nor constitute any event which with notice, lapse of
         time or both would result in any breach or violation of or constitute
         a default under or give the holder of any indebtedness (or a person
         acting on such holder's behalf) the right to require the repurchase,
         redemption or repayment of all or a part of such indebtedness under)
         (i) the certificate of incorporation or bylaws of the Company or any
         of the Subsidiaries, (ii) any indenture, mortgage, deed of trust,
         bank loan or credit agreement or other evidence of indebtedness, or
         any license, lease, contract or other agreement or instrument to
         which the Company or any of the Subsidiaries is a party or by which
         any of them or any of their respective properties is bound, or (iii)
         any federal, state, local or foreign statute, law, regulation or rule
         or any decree, judgment or order applicable to the Company or any of
         the Subsidiaries or any of their respect properties, except where
         such breach, violation or default would not, individually or in the
         aggregate, have a Material Adverse Effect;

              (m) the Common Stock (including the Shares) is registered under
         the Exchange Act and the outstanding shares of Common Stock of the
         Company are quoted on The Nasdaq Stock Market ("Nasdaq") and the
         Company has taken no action designed to, or likely to have the effect
         of terminating the registration of the Common Stock under the
         Exchange Act or delisting or suspending from trading the Shares from
         Nasdaq, nor has the Company received any information suggesting that
         the Commission or (except as disclosed in the Prospectus) Nasdaq is
         contemplating terminating or suspending such registration or listing.
         All of the shares of Common Stock included in, or issuable upon
         exercise or conversion of, the Securities and the Agent's Warrant
         were described in a "Notification Form for Listing of Additional
         Shares" filed with Nasdaq. The Company has complied with the
         requirements of Rule 4350(i)(2) of the Nasdaq Marketplace Rules in
         connection with the Offering;

              (n) no approval, authorization, consent or order of or filing
         with any federal, state, local or foreign governmental or regulatory
         commission, board, body, authority or agency or of or with Nasdaq, or
         approval of the shareholders of the Company, is required in
         connection with the issuance and sale of the Securities or the
         consummation by the Company of the transactions contemplated hereby
         other than registration under the Act of the offer and sale of the
         Securities and filings with Nasdaq, each of which has been effected,
         and any necessary qualification under the securities or blue sky laws
         of the various jurisdictions in which Securities are being offered or
         under the rules and regulations of the National Association of
         Securities Dealers, Inc.;

              (o) except as disclosed in the Registration Statement or the
         Prospectus, (i) no person has the right, contractual or otherwise, to
         cause the Company to issue or sell to it any shares of Common Stock
         or shares of any other capital stock or other equity interests of the
         Company, and (ii) except as provided herein or in the Engagement
         Letter, no person has the right to act as an underwriter, placement
         agent or financial advisor to the Company in connection with the
         offer and sale of the Securities, in the case of each of the
         foregoing clauses (i), (ii) and (iii), whether as a result of the
         filing or effectiveness of the Registration Statement or the sale of
         the Securities as contemplated thereby or otherwise; except as
         disclosed in the Registration Statement or the Prospectus, and except
         for shares of Common Stock underlying warrants previously issued to
         placement agents and entitling such placement agents to purchase an
         aggregate of 59,000 shares of Common Stock at exercise prices in
         excess of $3.00 per share of Common Stock, none of which warrants
         have been exercised as of the date hereof, no person has the right,
         contractual or otherwise, to cause the Company to register under the
         Act any shares of Common Stock or shares of any other capital stock
         or other securities of the Company, or to include any such shares or
         interests in the Registration Statement or the Offering, whether as a
         result of the filing or effectiveness of the Registration Statement
         or the sale of the Securities as contemplated thereby or otherwise;

              (p) each of the Company and the Subsidiaries has all necessary
         licenses, authorizations, consents and approvals and has made all
         necessary filings required under any federal, state, local or foreign
         law, regulation or rule, in order to conduct its respective business
         as currently conducted and has conducted such business in accordance
         with such laws, regulations and rules, except where the failure to
         have such licenses, authorizations, consents and approvals or the
         failure to conduct business in accordance with such laws, rules and
         regulations would not, individually or in the aggregate, have a
         Material Adverse Effect; neither the Company nor any of the
         Subsidiaries is in violation of, or in default under, or has received
         notice of any proceedings relating to revocation or modification of,
         any such license, authorization, consent or approval or any federal,
         state, local or foreign law, regulation or rule or any decree, order
         or judgment applicable to the Company or any of such Subsidiaries,
         except where such violation, default, revocation or modification
         would not, individually or in the aggregate, have a Material Adverse
         Effect;

              (q) all legal or governmental proceedings, affiliate
         transactions, contracts, licenses, agreements, leases or documents of
         a character required to be described in the Registration Statement or
         the Prospectus or to be filed as an exhibit to the Registration
         Statement have been so described or filed as required;

              (r) except as disclosed in the Registration Statement or the
         Prospectus, there are no actions, suits, claims, investigations or
         proceedings pending or, to the Company's knowledge, threatened to
         which the Company or any of the Subsidiaries or any of their
         respective directors or officers is or would be a party or of which
         any of their respective properties is or would be subject at law or
         in equity, before or by any federal, state, local or foreign
         governmental or regulatory commission, board, body, authority or
         agency, except any such action, suit, claim, investigation or
         proceeding which would not result in a judgment, decree or order
         having, individually or in the aggregate, a Material Adverse Effect
         or prevent consummation of the transactions contemplated hereby;

              (s) Ernst & Young LLP, whose report on the consolidated
         financial statements of the Company and the Subsidiaries is filed
         with the Commission as part of the Registration Statement and the
         Prospectus, are independent public accountants as required by the Act
         and the Exchange Act;

              (t) the consolidated financial statements included in the
         Registration Statement or the Prospectus, together with the related
         notes and schedules, present fairly in all material respects the
         consolidated financial position of the Company and the consolidated
         Subsidiaries as of the dates indicated and the consolidated results
         of operations and cash flows of the Company and the consolidated
         Subsidiaries for the periods specified and comply in all material
         respects with the requirements of the Act and have been prepared in
         conformity with generally accepted accounting principles applied on a
         consistent basis during the periods involved except as set forth in
         the notes thereto and subject, in the case of unaudited financial
         statements, to normal year-end adjustments, which are not expected to
         be material in amount; any pro forma financial statements or data
         included in the Registration Statement or the Prospectus comply with
         the requirements of Regulation S-X of the Act, the assumptions used
         in the preparation of such pro forma financial statements and data
         are reasonable, the pro forma adjustments used therein are
         appropriate to give effect to the transactions or circumstances
         described therein and the pro forma adjustments have been properly
         applied to the historical amounts in the compilation of those
         statements and data; the supporting exhibits and schedules in the
         Registration Statement, if any, present fairly in all material
         respects the information required to be stated therein; the other
         financial and statistical data set forth in the Registration
         Statement or the Prospectus are accurately presented and prepared on
         a basis consistent with the financial statements and books and
         records of the Company; there are no financial statements (historical
         or pro forma) or supporting schedules or exhibits that are required
         to be included in the Registration Statement or the Prospectus that
         are not included as required; and the Company and the consolidated
         Subsidiaries do not have any material liabilities or obligations,
         direct or contingent (including any off-balance sheet obligations),
         not disclosed in the Registration Statement or the Prospectus;

              (u) except as set forth in the Registration Statement or the
         Prospectus, subsequent to the respective dates as of which
         information is given in the Registration Statement and the
         Prospectus, there has not been (i) any material adverse change, or
         any development involving a prospective material adverse change, in
         the business, properties, management, condition, financial or
         otherwise, operations, prospects or results of operation of the
         Company and the Subsidiaries taken as a whole, (ii) any transaction
         which is material to the Company and the Subsidiaries taken as a
         whole, (iii) any obligation, direct or contingent (including any
         off-balance sheet obligations), incurred by the Company or the
         Subsidiaries, which is material to the Company and the Subsidiaries
         taken as a whole, (iv) any change in the capital stock (other than
         pursuant to the exercise or conversion of outstanding stock options
         or warrants described in the Prospectus) or any material change in
         the outstanding indebtedness of the Company or the Subsidiaries or
         (v) any dividend or distribution of any kind declared, paid or made
         on any class of capital stock of the Company;

              (v) neither the Company nor any of the Subsidiaries is nor,
         after giving effect to the Offering as described in the Prospectus,
         will any of them be an "investment company" or an entity "controlled"
         by an "investment company," as such terms are defined in the
         Investment Company Act of 1940, as amended (the "Investment Company
         Act");

              (w) the Company and any "employee benefit plan" (as defined
         under the Employee Retirement Income Security Act of 1974, as
         amended, and the regulations and published interpretations thereunder
         (collectively, "ERISA")) established or maintained by the Company or
         its "ERISA Affiliates" (as defined below) are in compliance in all
         material respects with ERISA; "ERISA Affiliate" means, with respect
         to the Company, any member of any group of organizations described in
         Sections 414(b), (c), (m) or (o) of the Internal Revenue Code of
         1986, as amended, and the regulations and published interpretations
         thereunder (the "Code") of which the Company is a member; no
         "reportable event" (as defined under ERISA) has occurred or is
         reasonably expected to occur with respect to any "employee benefit
         plan" established or maintained by the Company or any of its ERISA
         Affiliates; no "employee benefit plan" established or maintained by
         the Company or any of its ERISA Affiliates, if such "employee benefit
         plan" were terminated, would have any "amount of unfunded benefit
         liabilities" (as defined under ERISA); neither the Company nor any of
         its ERISA Affiliates has incurred or reasonably expects to incur any
         liability under: (i) Title IV of ERISA with respect to termination
         of, or withdrawal from, any "employee benefit plan"; or (ii) Sections
         412, 4971, 4975 or 4980B of the Code; each "employee benefit plan"
         established or maintained by the Company or any of its ERISA
         Affiliates that is intended to be qualified under Section 401(a) of
         the Code is so qualified and nothing has occurred, whether by action
         or failure to act, which would reasonably be expected to cause the
         loss of such qualification;

              (x) except as disclosed in the Registration Statement or the
         Prospectus, the Company and each of the Subsidiaries has good and
         marketable title to all property (real and personal) described in the
         Registration Statement or in the Prospectus as being owned by each of
         them, free and clear of all liens, claims, security interests or
         other encumbrances, except where the failure to do so would not,
         individually or in the aggregate, have a Material Adverse Effect; all
         the property (real and personal) described in the Registration
         Statement or the Prospectus as being held under lease by the Company
         or a Subsidiary is held thereby under valid, subsisting and
         enforceable leases, except where the failure to do so would not,
         individually or in the aggregate, have a Material Adverse Effect;

              (y) except as disclosed in the Registration Statement or the
         Prospectus, the Company and the Subsidiaries own, or have obtained
         licenses for, or have other rights to use, the inventions, patent
         applications, patents, trademarks (both registered and unregistered),
         tradenames, copyrights, trade secrets and other proprietary
         information described in the Registration Statement or the Prospectus
         as being owned or licensed by them, except where the failure to own,
         license or have such rights would not, individually or in the
         aggregate, have a Material Adverse Effect; the expiration of any
         registered patents, trademarks, service marks or copyrights owned by
         the Company or any of its Subsidiaries would not result in a Material
         Adverse Effect that is not otherwise specifically disclosed in the
         Basic Prospectus and Prospectus Supplement; except as disclosed in
         the Registration Statement or the Prospectus, there are no third
         parties who have or, to the Company's knowledge, will be able to
         establish rights to any material intellectual property owned by the
         Company; to the knowledge of the Company, there is no infringement by
         third parties of any material intellectual property owned by the
         Company; there is no pending or, to the knowledge of the Company,
         threatened action, suit, proceeding or claim by others challenging
         the Company's rights in or to any material intellectual property or
         challenging the validity or scope of any material intellectual
         property owned by the Company; except as disclosed in the
         Registration Statement or the Prospectus, there is no pending or, to
         the knowledge of the Company, threatened action, suit, proceeding or
         claim by others that the Company infringes or otherwise violates any
         patent, trademark, copyright, trade secret or other proprietary
         rights of others; except as disclosed in the Registration Statement
         or the Prospectus, there is no patent or patent application that
         contains claims that interfere with the issued or pending claims of
         any patent or patent application owned by the Company; and to the
         knowledge of the Company, there is no prior art that could reasonably
         be expected to render any patent application owned by the Company
         unpatentable that has not been disclosed to the U.S. Patent and
         Trademark Office.

              (z) except as disclosed in the Registration Statement or the
         Prospectus, neither the Company nor any of the Subsidiaries is
         engaged in any unfair labor practice; except for matters which would
         not, individually or in the aggregate, have a Material Adverse Effect
         and except as disclosed in the Registration Statement or the
         Prospectus, (i) there is (A) no unfair labor practice complaint
         pending or, to the Company's knowledge, threatened against the
         Company or any of the Subsidiaries before the National Labor
         Relations Board, and no grievance or arbitration proceeding arising
         out of or under collective bargaining agreements is pending or
         threatened, (B) no strike, labor dispute, slowdown or stoppage
         pending or, to the Company's knowledge, threatened against the
         Company or any of the Subsidiaries and (C) no union representation
         dispute currently existing concerning the employees of the Company or
         any of the Subsidiaries, and (ii) to the Company's knowledge, (A) no
         union organizing activities are currently taking place concerning the
         employees of the Company or any of the Subsidiaries and (B) there has
         been no violation of any federal, state, local or foreign law
         relating to discrimination in the hiring, promotion or pay of
         employees, any applicable wage or hour laws or any provision of the
         Employee Retirement Income Security Act of 1974, as amended, or the
         rules and regulations promulgated thereunder concerning the employees
         of the Company or any of the Subsidiaries;

              (aa) except as disclosed in the Registration Statement or the
         Prospectus, the Company and the Subsidiaries and their properties,
         assets and operations are in compliance with, and hold all permits,
         authorizations and approvals required under, Environmental Laws (as
         defined below), except to the extent that failure to so comply or to
         hold such permits, authorizations or approvals would not,
         individually or in the aggregate, have a Material Adverse Effect;
         except as disclosed in the Registration Statement or the Prospectus,
         there are no past or present conditions, circumstances, activities,
         practices, actions, omissions or plans that would reasonably be
         expected to give rise to any material costs or liabilities to the
         Company or the Subsidiaries under, or to interfere with or prevent
         compliance by the Company or the Subsidiaries with, Environmental
         Laws; except as would not, individually or in the aggregate, have a
         Material Adverse Effect and except as disclosed in the Registration
         Statement or the Prospectus, neither the Company nor any of the
         Subsidiaries (i) is the subject of any investigation, (ii) has
         received any notice or claim, (iii) is a party to or affected by any
         pending or threatened action, suit or proceeding, (iv) is bound by
         any judgment, decree or order or (v) has entered into any agreement,
         in each case relating to any alleged violation of any Environmental
         Law or any actual or alleged release or threatened release or cleanup
         at any location of any Hazardous Materials (as defined below); no
         property which is owned, leased or occupied by the Company or any
         Subsidiary has been designated as a Superfund site pursuant to the
         U.S. Comprehensive Response, Compensation, and Liability Act of 1980,
         as amended (42 U.S.C. ss. 9601, et seq.), or otherwise designated as
         a contaminated site under applicable federal, state or local law; in
         the ordinary course of its business, the Company periodically reviews
         the effect of Environmental Laws on the business, operations and
         properties of the Company and its Subsidiaries, in the course of
         which it identifies and evaluates associated costs and liabilities
         (including, without limitation, any capital or operating expenditures
         required for clean-up, closure of properties or compliance with
         Environmental Laws, or any permit, license or approval, any related
         constraints on operating activities and any potential liabilities to
         third parties); on the basis of such review, the Company has
         reasonably concluded that such associated costs and liabilities would
         not, singly or in the aggregate, have a Material Adverse Effect,
         whether or not arising from transactions in the ordinary course of
         business (as used herein, "Environmental Law" means any federal,
         state, local or foreign law, statute, ordinance, rule, regulation,
         order, decree, judgment, injunction, permit, license, authorization
         or other binding requirement, or common law, relating to health,
         safety or the protection, cleanup or restoration of the environment
         or natural resources, including those relating to the distribution,
         processing, generation, treatment, storage, disposal, transportation,
         other handling or release or threatened release of Hazardous
         Materials, and "Hazardous Materials" means any material (including,
         without limitation, pollutants, contaminants, hazardous or toxic
         substances or wastes) that is regulated by or may give rise to
         liability under any Environmental Law);

              (bb) all tax returns required to be filed by the Company and
         each of the Subsidiaries have been filed, and all taxes and other
         assessments of a similar nature (whether imposed directly or through
         withholding) including any interest, additions to tax or penalties
         shown as due thereon from such entities have been paid, other than
         those being contested in good faith and for which adequate reserves
         have been provided, except as would not, individually or in the
         aggregate, have a Material Adverse Effect;

              (cc) the Company and each of the Subsidiaries maintains
         insurance policies covering its properties, operations, personnel and
         businesses with recognized, financially sound and reputable
         institutions in such amounts and with such deductibles and covering
         such risks as are prudent and customary in the business in which it
         is engaged; all such insurance is fully in force on the date hereof
         and will be fully in force at the time of purchase except as would
         not, individually or in the aggregate, have a Material Adverse
         Effect; the Company has no reason to believe that it will not be
         able: (i) to renew its existing insurance coverage as and when such
         policies expire to the extent such coverage is available on
         commercially reasonable terms; or (ii) to obtain comparable coverage
         from similar institutions as may be necessary or appropriate to
         conduct its business as now conducted and at a cost that would not
         reasonably be expected to result in a Material Adverse Effect; the
         Company has not been denied any insurance coverage that it has sought
         or for which it has applied;

              (dd) neither the Company nor any of the Subsidiaries has
         sustained since the date of the last audited financial statements in
         the Registration Statement or the Prospectus any loss or interference
         with its respective business from fire, explosion, flood or other
         calamity, whether or not covered by insurance, or from any labor
         dispute or court or governmental action, order or decree except as
         disclosed in the Registration Statement or the Prospectus or as would
         not, individually or in the aggregate, have a Material Adverse
         Effect;

              (ee) each agreement described in or filed as an exhibit to the
         Registration Statement or the Prospectus is in full force and effect
         and is valid and enforceable by the Company in accordance with its
         terms, except for such as would not, individually or in the
         aggregate, have a Material Adverse Effect; neither the Company nor,
         to the Company's knowledge, any other party is in default in the
         observance or performance of any term or obligation to be performed
         by it under any such agreement, and no event has occurred that with
         notice or lapse of time or both would constitute such a default, in
         any such case where such default or event would have a Material
         Adverse Effect; except as disclosed in the Registration Statement or
         the Prospectus and except as would not, individually or in the
         aggregate, have a Material Adverse Effect, the Company has not sent
         or received any written communication regarding termination of any of
         the contracts or agreements referred to or described in, or filed as
         an exhibit to, the Registration Statement, and no such termination
         has been threatened by the Company or, to the Company's knowledge,
         any other party to any such contract or agreement;

              (ff) the Company and each of the Subsidiaries maintains a system
         of internal accounting controls sufficient to provide reasonable
         assurance that (i) transactions are executed in accordance with
         management's general or specific authorization; (ii) transactions are
         recorded as necessary to permit preparation of financial statements
         in conformity with generally accepted accounting principles and to
         maintain accountability for assets; (iii) access to assets is
         permitted only in accordance with management's general or specific
         authorization; and (iv) the recorded accountability for assets is
         compared with existing assets at reasonable intervals and appropriate
         action is taken with respect to any differences;

              (gg) the Company has established and maintains disclosure
         controls and procedures (as such term is defined in Rule 13a-15(e)
         and 15d-15(e) under the Exchange Act) as required by and in
         compliance in all material respects with the Exchange Act; the
         principal executive officers (or their equivalents) and principal
         financial officers (or their equivalents) of the Company have made
         all certifications required by the Sarbanes-Oxley Act of 2002 and any
         related rules and regulations promulgated by the Commission as
         currently in effect (the "Sarbanes-Oxley Act"), and the statements
         contained in any such certification are complete and correct in all
         material respects; there is and has been no failure on the part of
         the Company and any of the Company's directors or officers, in their
         capacities as such, to comply with any provision of the
         Sarbanes-Oxley Act of 2002, including Section 402 related to loans
         and Sections 302 and 906 related to certifications;

              (hh) the Company has made available to the Agent (including
         through the public availability of documents filed on EDGAR) true,
         correct, and complete copies of all documentation pertaining to any
         extension of credit in the form of a personal loan made, directly or
         indirectly, by the Company to any director or executive officer of
         the Company, or, to the knowledge of the Company, any family member
         or affiliate of any director or executive officer of the Company; and
         since July 31, 2004, the Company has not, directly or indirectly,
         including through any Subsidiary: (i) extended credit, arranged to
         extend credit, or renewed any extension of credit, in the form of a
         personal loan, to or for any director or executive officer of the
         Company, or, to the knowledge of the Company, to or for any family
         member or affiliate of any director or executive officer of the
         Company; or, (ii) made any material modification, including any
         renewal thereof, to any term of any personal loan to any director or
         executive officer of the Company, or, to the knowledge of the
         Company, any family member or affiliate of any director or executive
         officer, which loan was outstanding on July 31, 2004;

              (ii) neither the Company nor any of its Subsidiaries nor, to the
         knowledge of the Company, any director, officer, agent, employee or
         affiliate of the Company or any of its Subsidiaries is aware of or
         has taken any action, directly or indirectly, that would result in a
         violation by such persons of the Foreign Corrupt Practice Act of
         1977, as amended and the rules and regulations thereunder (the
         "FCPA") and the Company and its Subsidiaries have conducted their
         business in compliance with the FCPA and have instituted and maintain
         policies and procedures designed to ensure, and which are reasonably
         expected to continue to ensure, continued compliance therewith;

              (jj) any statistical and market-related data included in the
         Registration Statement or the Prospectus are based on or derived from
         sources that the Company believes to be reliable and accurate, and
         the Company has obtained the written consent to the use of such data
         from such sources to the extent required;

              (kk) neither the Company nor any of the Subsidiaries nor, to the
         Company's knowledge, any employee or agent of the Company or the
         Subsidiaries (acting on behalf of the Company or the Subsidiary) has
         made any payment of funds of the Company or the Subsidiaries or
         received or retained any funds in violation of any law, rule or
         regulation, which payment, receipt or retention of funds is of a
         character required to be disclosed in the Registration Statement or
         the Prospectus; and

              (ll) neither the Company nor any of the Subsidiaries nor, to the
         Company's knowledge, any of their respective directors, officers,
         affiliates or controlling persons has taken, directly or indirectly,
         any action designed, or which has constituted or would reasonably be
         expected to cause or result in, under the Exchange Act or otherwise,
         the stabilization or manipulation of the price of any security of the
         Company to facilitate the sale or resale of the Securities in
         violation of applicable law.

         In addition, any certificate signed by any officer of the Company and
delivered to the Agent or counsel for the Agent in connection with the closing
of the sale of the Securities shall be deemed to be a representation and
warranty by the Company as to matters covered thereby, to the Agent.

         4. Certain Covenants of the Company. The Company hereby agrees:

              (a) to furnish such information as may be required and otherwise
         to cooperate in qualifying the Securities for offering and sale by
         the Company under the securities or blue sky laws of such states or
         other jurisdictions as the Agent may designate and to maintain such
         qualifications in effect so long as the Agent may request for the
         distribution of the Securities; provided that the Company shall not
         be required to qualify as a foreign corporation, to consent to the
         service of process under the laws of any such jurisdiction (except
         service of process with respect to the offering and sale of the
         Securities by the Company) or to subject itself to taxation in
         respect of doing business in any jurisdiction in which it is not
         otherwise subject; and to promptly advise the Agent of the receipt by
         the Company of any notification with respect to the suspension of the
         qualification of the Securities for sale in any jurisdiction or the
         initiation or threatening of any proceeding for such purpose;

              (b) to make available to the Agent electronic copies of the
         Basic Prospectus, the Preliminary Prospectus Supplement and the
         Prospectus (in each case as amended or supplemented if the Company
         shall have made any amendments or supplements thereto after the
         respective dates of such documents); to furnish the Agent, without
         charge, during the period beginning on the date hereof and ending on
         the later of the time of purchase or such date, as in the opinion of
         counsel for the Agent, the Prospectus Supplement is no longer
         required by law to be delivered in connection with sales by the
         Agent, as many copies of the Prospectus and any amendments and
         supplements thereto (including any Incorporated Documents) as the
         Agent may reasonably request;

              (c) if, at the time this Agreement is executed and delivered, it
         is necessary for the Registration Statement or any post-effective
         amendment thereto to be declared effective before the Securities may
         be sold in the Offering, the Company will endeavor to cause the
         Registration Statement or such post-effective amendment to become
         effective as soon as possible and the Company will advise the Agent
         promptly and, if requested by the Agent, will confirm such advice in
         writing when the Registration Statement and any such post-effective
         amendment thereto has become effective;

              (d) to advise the Agent promptly, confirming such advice in
         writing, of any request by the Commission, made prior to the time of
         purchase, for amendments or supplements to the Registration Statement
         or the Prospectus or for additional information with respect thereto,
         or of notice of institution of proceedings for, or the entry of a
         stop order, made prior to the time of purchase, suspending the
         effectiveness of the Registration Statement and, if the Commission
         should enter a stop order prior to the time of purchase suspending
         the effectiveness of the Registration Statement, to use its best
         efforts to obtain the lifting or removal of such order as soon as
         possible; to advise the Agent promptly of any proposal to amend or
         supplement the Registration Statement or the Prospectus, made prior
         to the time of purchase, including by filing any documents that would
         be incorporated therein by reference, to provide the Agent and its
         counsel copies of any such documents for review and comment a
         reasonable amount of time prior to any proposed filing;

              (e) subject to Section 4(d) hereof, to file promptly all reports
         and any definitive proxy or information statement required to be
         filed by the Company with the Commission in order to comply with the
         Exchange Act subsequent to the date of the Prospectus and for so long
         as the delivery of a prospectus is required to be delivered in
         connection with the Offering;

              (f) to advise the Agent promptly of the happening of any event
         within the time during which a prospectus for the Offering is
         required to be delivered under the Act, which requires the making of
         any change in the Prospectus then being used so that the Prospectus
         would not include an untrue statement of material fact or omit to
         state a material fact necessary to make the statements therein, in
         the light of the circumstances under which they are made, not
         misleading, and, during such time, subject to Section 4(d) hereof, to
         prepare and furnish, at the Company's expense, to the Agent promptly
         such amendments or supplements to such Prospectus as may be necessary
         to reflect any such change; before amending the Registration
         Statement or supplementing any Preliminary Prospectus Supplement or
         the Prospectus in connection with the Offering, the Company will
         furnish you with a copy of such proposed amendment or supplement and
         will not file such amendment or supplement to which you reasonably
         object;

              (g) to make generally available to its security holders, and to
         deliver to the Agent, an earnings statement of the Company (which
         will satisfy the provisions of Section 11(a) of the Act) covering a
         period of twelve months beginning after the effective date of the
         Registration Statement (as defined in Rule 158(c) under the Act) as
         soon as is reasonably practicable after the termination of such
         twelve-month period;

              (h) for so long as a prospectus is required to be delivered
         under the Act in connection with the Offering, to comply with all the
         undertakings contained in the Registration Statement;

              (i) to apply the net proceeds from the sale of the Securities in
         the manner set forth under the caption "Use of Proceeds" in the
         Prospectus;

              (j) without duplication, to reimburse the Agent for expenses in
         accordance with Section 4 of the Engagement Letter and to pay all of
         the Company's costs, expenses, fees and taxes in connection with (i)
         the preparation and filing of the Registration Statement, the Basic
         Prospectus, each Preliminary Prospectus Supplement and Prospectus
         Supplement, and any amendments or supplements thereto, and the
         printing and furnishing of copies of each thereof to the Agent
         (including costs of mailing and shipment), (ii) the registration,
         issue, sale and delivery of the Securities including any stock or
         transfer taxes and stamp or similar duties payable by the Company
         upon the sale, issuance or delivery of the Securities sold by the
         Company in the Offering, (iii) the producing, word processing and/or
         printing of this Agreement, any Purchase Agreements, any Powers of
         Attorney and any closing documents (including compilations thereof)
         and the reproduction and/or printing and furnishing of copies of each
         thereof to the Agent and the Purchasers, (iv) the qualification of
         the Securities for offering and sale under state or foreign laws and
         the determination of their eligibility for investment under state or
         foreign law as aforesaid (including the legal fees and filing fees
         and other disbursements of counsel for the Agent) and the printing
         and furnishing of copies of any blue sky surveys or legal investment
         surveys to the Agent and to dealers, (v) any qualification of the
         Securities for quotation on Nasdaq and any registration thereof under
         the Exchange Act, (vi) the fees and disbursements of any transfer
         agent or registrar for the Securities, (vii) the costs and expenses
         of the Company relating to any presentations or meetings undertaken
         in connection with the marketing of the offering and sale of the
         Securities, and (viii) the performance of the Company's other
         obligations hereunder;

              (k) until the completion of the distribution of the Shares in
         the Offering, not to take, directly or indirectly, any action
         designed to or that would constitute or that would reasonably be
         expected to cause or result in, under the Exchange Act or otherwise,
         stabilization or manipulation of the price of any security of the
         Company to facilitate the sale or resale of the Securities; and

              (l) the Company will timely, and in any event prior to the time
         of purchase, file this Agreement and the Agent's Warrant with the
         Commission on an appropriate form.

         5. Conditions of Agent's Obligations. The obligations of the Agent
hereunder are subject to the accuracy of the representations and warranties of
the Company contained herein on the date hereof and at the time of purchase
and the performance by the Company of its obligations hereunder and to the
following additional conditions precedent:

              (a) The Company shall furnish to the Agent at the time of
         purchase an opinion of Skadden, Arps, Slate, Meagher & Flom LLP,
         special counsel for the Company, addressed to the Agent, and dated
         the time of purchase, in form and substance as set forth on Exhibit
         D-1 hereto and a letter of Skadden, Arps, Slate, Meagher & Flom LLP,
         special counsel for the Company, addressed to the Agent, and dated
         the time of purchase, in form and substance as set forth on Exhibit
         D-2.

              (b) The Company shall furnish to the Agent at the time of
         purchase an opinion of Jane Kober, Esq., general counsel for the
         Company, addressed to the Agent, and dated the time of purchase, in
         form and substance as set forth on Exhibit E hereto.

              (c) The Company shall furnish to the Agent at the time of
         purchase an opinion of Hamilton, Brook, Smith & Reynolds, P.C.,
         intellectual property counsel for the Company, addressed to the
         Agent, and dated the time of purchase, in form and substance as set
         forth on Exhibit F hereto.

              (d) The Company shall furnish to the Agent at the time of
         purchase an opinion of Hyman, Phelps & McNamara, P.C., regulatory
         counsel for the Company, addressed to the Agent, and dated the time
         of purchase, in form and substance as set forth on Exhibit G hereto.

              (e) The Agent shall have received from Ernst & Young LLP letters
         dated, respectively, the date of this Agreement and the time of
         purchase, and addressed to the Agent in the form and substance
         heretofore approved by, or otherwise satisfactory to, the Agent.

              (f) The Agent shall have received from Ropes & Gray LLP, counsel
         for the Agent, such opinion or opinions dated the time of purchase
         and addressed to the Agent, with respect to the issuance and sale of
         the Securities, the Registration Statement, the Prospectus and other
         related matters as the Agent may reasonably require, and the Company
         shall have furnished to such counsel such documents as they may
         reasonably request for the purpose of enabling them to pass upon such
         matters.

              (g) No Prospectus or amendment or supplement to the Registration
         Statement or the Prospectus, including documents deemed to be
         incorporated by reference therein, shall have been filed to which you
         reasonably object in writing.

              (h) Prior to the time of purchase, (i) the Prospectus Supplement
         shall have been duly filed with the Commission in accordance with
         Rule 424(b); (ii) no stop order with respect to the effectiveness of
         the Registration Statement shall have been issued under the Act or
         proceedings initiated under Section 8(d) or 8(e) of the Act; (iii) no
         order preventing or suspending the use of the Prospectus Supplement
         shall have been issued and no proceeding for that purpose shall have
         been initiated or threatened by the Commission; (iv) no order having
         the effect of ceasing or suspending the distribution of the
         Securities or any other securities of the Company shall have been
         issued by the Commission or Nasdaq and no proceedings for that
         purpose shall have been instituted or shall be pending or, to the
         knowledge of the Company, contemplated by the Commission or Nasdaq;
         (v) the Registration Statement and all amendments thereto shall not
         contain an untrue statement of a material fact or omit to state a
         material fact required to be stated therein or necessary to make the
         statements therein not misleading; and (vi) the Prospectus and all
         amendments or supplements thereto shall not contain an untrue
         statement of a material fact or omit to state a material fact
         required to be stated therein or necessary to make the statements
         therein, in the light of the circumstances under which they are made,
         not misleading.

              (i) Between the time of execution of this Agreement and the time
         of purchase, no material adverse change or any development involving
         a prospective material adverse change in business, properties,
         management, condition, financial or otherwise, operations, prospects
         or results of operation of the Company and the Subsidiaries taken as
         a whole shall occur or become known, which, in the sole judgment of
         the Agent, makes it impracticable or inadvisable to proceed with the
         public offering of the Securities on the terms and in the manner
         contemplated by the Prospectus.

              (j) The Company shall have furnished to the Agent a certificate
         of the Company, signed by the Chairman of the Board or the President
         and the principal financial or accounting officer of the Company,
         dated the date of the time of purchase, to the effect that the
         signers of such certificate have carefully examined the Registration
         Statement, the Prospectus, any supplements to the Prospectus and this
         Agreement and that to the knowledge of such person after reasonable
         inquiry:

                  (1)   the representations and warranties of the Company in
                        this Agreement are true and correct on and as of the
                        time of purchase with the same effect as if made at
                        the time of purchase and the Company has complied with
                        all the agreements and satisfied all the conditions on
                        its part to be performed or satisfied at or prior to
                        the time of purchase;

                  (2)   the Registration Statement has become effective and no
                        stop order suspending the effectiveness of the
                        Registration Statement has been issued and no
                        proceedings for that purpose have been instituted or,
                        to such person's knowledge, threatened; and

                  (3)   since the date of the most recent financial statements
                        included or incorporated by reference in the
                        Prospectus, except as disclosed in the Prospectus
                        there has been no material adverse change or any
                        development involving a prospective material adverse
                        change in business, properties, management, condition,
                        financial or otherwise, operations, prospects or
                        results of operation of the Company and the
                        Subsidiaries taken as a whole.

              (k) [INTENTIONALLY OMITTED]

              (l) At the time of purchase, concurrently with the purchase and
         sale of the Securities, the Company must have issued and delivered
         the Agent's Warrant to the Agent.

              (m) Prior to the time of purchase, the Company shall have
         furnished to the Agent a letter substantially in the form of Exhibit
         C hereto from each officer and director of the Company addressed to
         the Agent.

              (n) All of the shares of Common Stock included in, or issuable
         upon exercise or conversion of, the Securities and the Agent's
         Warrant shall have been described in a "Notification Form for Listing
         of Additional Shares" filed with Nasdaq.

              (o) All requests for additional information on the part of the
         Commission shall have been complied with and the National Association
         of Securities Dealers, Inc. shall have raised no objection to the
         fairness and reasonableness of the placement agency terms and
         arrangements.

              (p) The Company shall have furnished to you such other documents
         and certificates as the Agent may reasonably request.

         6. Effective Date of Agreement; Termination. This Agreement shall
become effective when the parties hereto have executed and delivered this
Agreement.

         The obligations of the Agent hereunder shall be subject to
termination in the absolute discretion of the Agent if (x) any of the
conditions specified in Section 5 have not been fulfilled as of 10:00 A.M. New
York City time on the date specified in Section 2, or (y) since the time of
execution of this Agreement, there shall have occurred: (i) a suspension or
material limitation in trading in securities generally on the New York Stock
Exchange, the American Stock Exchange or Nasdaq; (ii) a suspension or material
limitation in trading in the Company's securities on Nasdaq; (iii) a general
moratorium on commercial banking activities declared by either federal or New
York State authorities or a material disruption in commercial banking or
securities settlement or clearance services in the United States; (iv) an
outbreak or escalation of hostilities or acts of terrorism involving the
United States or a declaration by the United States of a national emergency or
war; or (v) any other calamity or crisis or any change in financial, political
or economic conditions in the United States or elsewhere, if the effect of any
such event specified in clause (iv) or (v) in the Agent's sole judgment makes
it impracticable or inadvisable to proceed with the public offering or the
delivery of the Securities on the terms and in the manner contemplated in the
Registration Statement and the Prospectus, or (z) since the time of execution
of this Agreement, there shall have occurred any downgrading, or any notice or
announcement shall have been given or made of (i) any intended or potential
downgrading or (ii) any watch, review or possible change that does not
indicate an affirmation or improvement in the rating accorded any securities
of or guaranteed by the Company or any Subsidiary by any "nationally
recognized statistical rating organization," as that term is defined in Rule
436(g)(2) under the Act.

         If the Agent elects to terminate this Agreement as provided in this
Section 6, the Company shall be notified promptly in writing.

         If the sale of the Securities, as contemplated by this Agreement, is
not carried out by the Agent for any reason permitted under this Agreement or
if such sale is not carried out because of any refusal, inability or failure
on the part of the Company to comply with any of the terms of this Agreement,
the Company shall not be under any obligation or liability under this
Agreement (except to the extent provided in Sections 4(j) hereof), and the
Agent shall be under no obligation or liability to the Company under this
Agreement. Under such circumstances, the Engagement Letter shall remain in
full force and effect in accordance with its terms.

         7. Indemnity and Contribution.

                  (a) The Company agrees to indemnify and hold harmless the
Agent, the directors, officers, employees and agents of the Agent and each
person who controls the Agent within the meaning of either the Act or the
Exchange Act against any and all losses, claims, damages or liabilities, joint
or several, to which they or any of them may become subject under the Act, the
Exchange Act or other Federal or state statutory law or regulation, at common
law or otherwise, insofar as such losses, claims, damages or liabilities (or
actions in respect thereof) arise out of or are based upon any untrue
statement or alleged untrue statement of a material fact contained in the
Registration Statement or in any amendment thereof, or in the Basic
Prospectus, any Preliminary Prospectus Supplement or the Prospectus, or in any
amendment thereof or supplement thereto, arise out of or are based upon the
omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading, or
arise out of or are based upon any act or failure to act or any alleged act or
failure to act by the Agent in connection with, or relating in any manner to,
the Securities or the Offering, and which is included as part of or referred
to in any loss, claim, damage, liability or action arising out of or based
upon matters covered above and agrees to reimburse each such indemnified
party, as incurred, for any legal or other expenses reasonably incurred by
them in connection with investigating or defending any such loss, claim,
damage, liability or action; provided, however, that the Company will not be
liable in any such case to the extent that any such loss, claim, damage or
liability arises out of or is based upon any such untrue statement or alleged
untrue statement or omission or alleged omission made therein in reliance upon
and in conformity with written information furnished to the Company by the
Agent specifically for inclusion therein; provided, further, that with respect
to any Preliminary Prospectus Supplement, the foregoing indemnity agreement
shall not inure to the benefit of any indemnified party if the Company
identified the untrue statement or omission in writing to the Agent and copies
of the Prospectus were timely delivered to the Agent pursuant to this
Agreement and a copy of the Prospectus (as then amended or supplemented if the
Company shall have furnished any amendments or supplements thereto) was not
sent or given by or on behalf of the Agent to such person asserting such loss,
claim, damage, liability or expense, if required by law to have been so
delivered, at or prior to the written confirmation of the sale of the
Securities to such person, and if the delivery of such Prospectus (as so
amended or supplemented) would have caused such loss, claim, damage, liability
or expense not to have been incurred. This indemnity agreement will be in
addition to any liability which the Company may otherwise have.

                  (b) The Agent agrees to indemnify and hold harmless the
Company, each of its directors and officers, and each person who controls the
Company within the meaning of either the Act or the Exchange Act, to the same
extent as the foregoing indemnity from the Company to the Agent, but only with
reference to written information relating to the Agent furnished to the
Company by the Agent specifically for inclusion in the documents referred to
in the foregoing indemnity. This indemnity agreement will be in addition to
any liability which the Agent may otherwise have.

                  (c) Promptly after receipt by an indemnified party under
this Section 7 of notice of the commencement of any action, such indemnified
party will, if a claim in respect thereof is to be made against the
indemnifying party under this Section 7, notify the indemnifying party in
writing of the commencement thereof; but the failure so to notify the
indemnifying party (i) will not relieve it from liability under paragraph (a)
or (b) above unless and to the extent such failure results in the forfeiture
by the indemnifying party of substantial rights and defenses and (ii) will
not, in any event, relieve the indemnifying party from any obligations to any
indemnified party other than the indemnification obligation provided in
paragraph (a) or (b) above. The indemnifying party shall be entitled to
appoint counsel of the indemnifying party's choice at the indemnifying party's
expense to represent the indemnified party in any action for which
indemnification is sought (in which case the indemnifying party shall not
thereafter be responsible for the fees and expenses of any separate counsel
retained by the indemnified party or parties except as set forth below);
provided, however, that such counsel shall be reasonably satisfactory to the
indemnified party. Notwithstanding the indemnifying party's election to
appoint counsel to represent the indemnified party in an action, the
indemnified party shall have the right to employ separate counsel (including
local counsel), and the indemnifying party shall bear the reasonable fees,
costs and expenses of such separate counsel if (i) the use of counsel chosen
by the indemnifying party to represent the indemnified party would present
such counsel with an actual or reasonably likely conflict of interest, (ii)
the actual or potential defendants in, or targets of, any such action include
both the indemnified party and the indemnifying party and the indemnified
party shall have reasonably concluded based upon the advice of counsel that
there may be legal defenses available to it which are different from or
additional to those available to the indemnifying party, (iii) the
indemnifying party shall not have employed counsel satisfactory to the
indemnified party to represent the indemnified party within a reasonable time
after notice of the institution of such action or (iv) the indemnifying party
shall authorize the indemnified party to employ separate counsel at the
expense of the indemnifying party; provided that the indemnifying party shall
not, in connection with any one action or separate but substantially similar
or related actions arising out of the same allegations be liable for the
reasonable fees and expenses of more than one separate firm of attorneys at
any time for all indemnified parties (in addition to any local counsel), which
firm shall be designated in writing by the Agent if more than one indemnified
party seeks indemnification under paragraph (a) above. An indemnifying party
will not, without the prior written consent of the indemnified parties covered
thereby, settle or compromise or consent to the entry of any judgment with
respect to any pending or threatened claim, action, suit or proceeding in
respect of which indemnification or contribution may be sought hereunder by
the indemnified parties covered thereby (whether or not the indemnified
parties are actual or potential parties to such claim or action) unless such
settlement, compromise or consent includes an unconditional release of each
such indemnified party from all liability arising out of such claim, action,
suit or proceeding. No indemnifying party shall not be liable for any
settlement of any proceeding effected without its written consent, but if
settled with such consent or if there be a final judgment for the plaintiff,
the indemnifying party agrees to indemnify each indemnified party from and
against any loss or liability by reason of such settlement or judgment if it
would be otherwise obligated to do so hereunder.

                  (d) In the event that the indemnity provided in paragraph
(a) or (b) of this Section 7 is unavailable to or insufficient to hold
harmless an indemnified party for any reason, the Company and the Agent
severally agree to contribute to the aggregate losses, claims, damages and
liabilities (including legal or other expenses reasonably incurred in
connection with investigating or defending same) (collectively "Losses") to
which the Company and the Agent may be subject in such proportion as is
appropriate to reflect the relative benefits received by the Company on the
one hand and by the Agent on the other from the offering of the Securities. If
the allocation provided by the immediately preceding sentence is unavailable
for any reason, the Company and the Agent severally shall contribute in such
proportion as is appropriate to reflect not only such relative benefits but
also the relative fault of the Company on the one hand and of the Agent on the
other in connection with the statements or omissions which resulted in such
Losses as well as any other relevant equitable considerations. Benefits
received by the Company shall be deemed to be equal to the total net proceeds
from the offering (before deducting expenses) received by it, and benefits
received by the Agent shall be deemed to be equal to the total underwriting
discounts and commissions, in each case as set forth on the cover page of the
Prospectus and the value of the Agent's Warrant as determined as of the time
of purchase using the Black-Scholes method assuming 60% volatility for
purposes of making this calculation. Relative fault shall be determined by
reference to, among other things, whether any untrue or any alleged untrue
statement of a material fact or the omission or alleged omission to state a
material fact relates to information provided by the Company on the one hand
or the Agent on the other, the intent of the parties and their relative
knowledge, access to information and opportunity to correct or prevent such
untrue statement or omission. The Company and the Agent agree that it would
not be just and equitable if contribution were determined by pro rata
allocation or any other method of allocation which does not take account of
the equitable considerations referred to above. Notwithstanding the provisions
of this paragraph (d), (i) the Agent shall not be required to contribute any
amount in excess of the amount of the placement agent fees actually received
by such Agent pursuant to this Agreement (including the value of the Agent's
Warrant as determined as of the time of purchase using the Black-Scholes
method assuming 60% volatility for purposes of making this calculation), and
(ii) no person guilty of fraudulent misrepresentation (within the meaning of
Section 11(f) of the Act) shall be entitled to contribution from any person
who was not guilty of such fraudulent misrepresentation. For purposes of this
Section 7, each person who controls the Agent within the meaning of either the
Act or the Exchange Act and each director, officer, employee and agent of the
Agent shall have the same rights to contribution as the Agent, and each person
who controls the Company within the meaning of either the Act or the Exchange
Act, each officer of the Company who shall have signed the Registration
Statement and each director of the Company shall have the same rights to
contribution as the Company, subject in each case to the applicable terms and
conditions of this paragraph (d).

                  (e) The respective agreements, representations, warranties,
indemnities and other statements of the Company or its officers and of the
Agent set forth in or made in a certificate delivered pursuant to this
Agreement will remain in full force and effect, regardless of any
investigation made by or on behalf of the Agent or the Company or any of the
officers, directors or controlling persons referred to in Section 7 hereof,
and will survive delivery of and payment for the Securities. The provisions of
Sections 4(j) and 7 hereof shall survive the termination or cancellation of
this Agreement.

         8. Information Furnished by the Agent. The statements set forth in
the ninth paragraph relating to stabilization under the caption "Plan of
Distribution" in the Preliminary Prospectus Supplement and the Prospectus
Supplement constitute the only information furnished by or on behalf of the
Agent as such information is referred to in Sections 3 and 7 hereof.

         9. Notices. Except as otherwise herein provided, all statements,
requests, notices and agreements shall be in writing and shall be delivered or
sent by courier, hand delivery, mail, facsimile transmission or telegram and,
if to the Agent, shall be sufficient in all respects if delivered or sent to
C.E. Unterberg, Towbin, LLC, 350 Madison Avenue, New York, NY 10017, Facsimile
number (212) 389-8881, Attention: General Counsel and, if to the Company,
shall be sufficient in all respects if delivered or sent to the Company at the
offices of the Company at 11 Hurley Street, Cambridge, Massachusetts 02141,
Facsimile number (617) 234-6507, Attention: Chief Financial Officer.

         10. Governing Law; Construction. This Agreement and any claim,
counterclaim or dispute of any kind or nature whatsoever arising out of or in
any way relating to this Agreement ("Claim"), directly or indirectly, shall be
governed by, and construed in accordance with, the laws of the State of New
York. The section headings in this Agreement have been inserted as a matter of
convenience of reference and are not a part of this Agreement.

         11. Submission to Jurisdiction. Except as set forth below, no Claim
may be commenced, prosecuted or continued in any court other than the courts
of the State of New York located in the City and County of New York or in the
United States District Court for the Southern District of New York, which
courts shall have jurisdiction over the adjudication of such matters, and the
Company and the Agent consent to the jurisdiction of such courts and personal
service with respect thereto. Each of the Company and the Agent hereby
consents to personal jurisdiction, service and venue in any court in which any
Claim is brought by any third party against the Agent or any indemnified
party. Each of the Agent and the Company (on its behalf and, to the extent
permitted by applicable law, on behalf of its shareholders and affiliates)
waives all right to trial by jury in any action, proceeding or counterclaim
(whether based upon contract, tort or otherwise) in any way arising out of or
relating to this Agreement. Each of the Company and the Agent agrees that a
final judgment in any such action, proceeding or counterclaim brought in any
such court shall be conclusive and binding upon the Company and the Agent and
may be enforced in any other courts to the jurisdiction of which either the
Company or the Agent is or may be subject, by suit upon such judgment.

         12. Parties at Interest. The Agreement herein set forth has been and
is made solely for the benefit of the Agent and the Company and to the extent
provided in Section 7 hereof the controlling persons, partners, directors and
officers referred to in such section, and their respective successors,
assigns, heirs, personal representatives and executors and administrators. No
other person, partnership, association or corporation (including a Purchaser)
shall acquire or have any right under or by virtue of this Agreement.

         13. Counterparts. This Agreement may be signed by the parties in one
or more counterparts which together shall constitute one and the same
agreement among the parties.

         14. Successors and Assigns. This Agreement shall be binding upon the
Agent and the Company and their successors and assigns and any successor or
assign of the Company's and the Agent's respective businesses and/or assets.

         15. Engagement Letter. Except to the extent specifically stated
herein, the Engagement Letter shall remain in full force and effect in
accordance with its terms; provided, however, that to the extent any provision
of this Agreement conflicts with, or addresses representations, warranties,
rights or obligations also addressed by, the Engagement Letter (including
without limitation, the separate letter agreement signed concurrently with the
Engagement Letter and dated August 4, 2004 between the parties regarding
indemnification), the provisions of this Agreement shall supersede the
conflicting or duplicative provisions of the Engagement Letter solely with
respect to the Offering. Except as provided in this Section 15, this Agreement
constitutes the entire agreement of the parties hereto and supersedes all
prior written or oral and all contemporaneous oral agreements, understandings
and negotiations with respect to the subject matter hereof. In this Agreement,
the masculine, feminine and neuter genders and the singular and the plural
include one another. The section headings in this Agreement are for the
convenience of the parties only and will not affect the construction or
interpretation of this Agreement. This Agreement may be amended or modified,
and the observance of any term of this Agreement may be waived, only by a
writing signed by the Company and the Agent.


<PAGE>


         If the foregoing correctly sets forth the understanding between the
Company and the Agent, please so indicate in the space provided below for that
purpose, whereupon this agreement and your acceptance shall constitute a
binding agreement between the Company and the Agent.

                                              Very truly yours,

                                              BIOPURE CORPORATION



                                              By: /s/ Francis H. Murphy
                                                 -----------------------------
                                              Name:  Francis H. Murphy
                                              Title:  Chief Financial Officer


Accepted and agreed to as of the
date first above written

C.E. Unterberg, Towbin, LLC



By:  __________________________
      Name:
      Title:

<PAGE>

                                                                 Exhibit A
                                                                 ---------
                            FORM OF AGENT'S WARRANT

                  See Exhibit 4.1 to this report on Form 8-K



<PAGE>


                                                                 Exhibit B
                                                                 ---------
                          FORM OF PURCHASE AGREEMENT

                  See Exhibit 10.1 to this report on Form 8-K


<PAGE>


                                                                 Exhibit C
                                                                 ---------

                           FORM OF LOCK-UP AGREEMENT

 [Letterhead of officer, director or major shareholder of Biopure Corporation]

                              Biopure Corporation
                        Public Offering of Common Stock


                                                          September __, 2004

C.E. Unterberg, Towbin, LLC
350 Madison Avenue
New York, New York 10017

Ladies and Gentlemen:

         This letter is being delivered to you in connection with the
Placement Agency Agreement (the "Placement Agreement") to be entered into by
Biopure Corporation, a Delaware corporation (the "Company"), and you as
placement agent, relating to a public offering of shares of Class A Common
Stock, $0.01 par value (the "Common Stock"), of the Company and warrants to
purchase additional shares of Common Stock (the "Offering").

         In order to induce you to enter into the Placement Agreement, the
undersigned will not, without the prior written consent of C.E. Unterberg,
Towbin, LLC, offer, sell, contract to sell, pledge or otherwise dispose of,
file (or enter into any transaction which is designed to, or might reasonably
be expected to, result in the disposition (whether by actual disposition as
effective economic disposition due to cash settlement or otherwise) by the
undersigned or any affiliate of the undersigned or any person in privity with
the undersigned or any affiliate of the undersigned), directly or indirectly,
including the filing (or participation in the filing) of a registration
statement with the Securities and Exchange Commission in respect of, or
establish or increase a put equivalent position or liquidate or decrease a
call equivalent position within the meaning of Section 16 of the Securities
Exchange Act of 1934, as amended, and the rules and regulations of the
Securities and Exchange Commission promulgated thereunder with respect to, any
shares of Common Stock of the Company or any securities convertible into or
exercisable or exchangeable for such Common Stock, in each case that are
currently or hereafter owned either of record or beneficially (as defined in
Rule 13d-3 under the Securities Exchange Act of 1934, as amended) by the
undersigned, or publicly announce an intention to effect any such transaction,
for a period commencing on the date hereof and ending 90 days after the date
of the final prospectus supplement for the Offering, other than (i) transfers
pursuant to a court order, decree or settlement, (ii) transfers of shares of
Common Stock or other securities approved by C.E. Unterberg, Towbin, LLC,
(iii) pledges of Common Stock or other securities to a bank or other financial
institution, (iv) transfers of Common Stock or other securities to members of
the immediate family of the undersigned or to a corporation, partnership,
limited liability company or other entity wholly-owned by the undersigned or
members of the immediate family of the undersigned, (v) transfers to
charitable organizations, (vi) transfers to any trust for the direct or
indirect benefit of the undersigned or the immediate family of the
undersigned, and (vii) the exercise of options and transfers of shares of
Common Stock to the Company used to pay taxes applicable to the exercise of
options in accordance with the Company's stock option arrangements; provided
that in the case of any transfer pursuant to clause (iii), (iv), (v) or (vi),
the transferee agrees to be bound by the restrictions set forth herein and in
the case of exercises of options pursuant to clause (vii) the holder agrees to
be bound by the restrictions set forth herein with respect to the shares
issued upon such exercise.

For purposes of this lock-up agreement, "immediate family" shall mean any
relationship by blood, marriage or adoption, not more remote than first
cousin.


<PAGE>


         If for any reason the Placement Agreement shall be terminated prior
to the Closing Date (as defined in the Placement Agreement), the agreement set
forth above shall likewise be terminated and the undersigned shall have no
further obligations hereunder.



                                                     Yours very truly,



                                                     __________________________
                                                     Name:

                                                     Address:



<PAGE>



                                                                 Exhibit 4.1



                              BIOPURE CORPORATION

                                AGENT'S WARRANT



Warrant No.  [          ]                      Dated:  September [    ], 2004

         Biopure Corporation, a Delaware corporation (the "Company"), hereby
certifies that, for value received, C.E. Unterberg, Towbin, LLC or its
registered assigns (including permitted transferees, the "Holder"), is
entitled to purchase from the Company up to a total of [ ] shares (as adjusted
from time to time as provided in Section 9) of Common Stock (as defined
below), together with the associated preferred stock purchase rights under
that certain Rights Agreement (the "Rights Agreement") dated as of
September 24, 1999 between the Company and American Stock Transfer & Trust
Company, as rights agent, to the extent the Rights Agreement is in effect on
the date of such purchase, at an exercise price equal to $[ ] per share (as
adjusted from time to time as provided in Section 9, the "Exercise Price"), at
any time and from time to time from and after September [__], 2004 (the
"Initial Exercise Date") to and including September [__], 2009 (the
"Expiration Date"), and subject to the following terms and conditions.

         1. Definitions. The capitalized terms used herein and not otherwise
defined shall have the meanings set forth below:

                  "Affiliate" of any specified Person means any other person
or entity directly or indirectly controlling, controlled by or under direct or
indirect common control with such specified Person. For purposes of this
definition, "control" means the power to direct the management and policies of
such Person or firm, directly or indirectly, whether through the ownership of
voting securities, by contract or otherwise.

                  "Commission" means the United States Securities and Exchange
Commission.

                  "Common Stock" means the Class A common stock of the
Company, $0.01 par value per share.

                  "Eligible Market" means any of the New York Stock Exchange,
the American Stock Exchange or Nasdaq, and any successor markets thereto.

                  "Exchange Act" means the Securities Exchange Act of 1934, as
amended.

                  "Market Price" shall mean (i) if the principal trading
market for such securities is an exchange, the average of the last reported
sale prices per share for the last ten previous Trading Days in which a sale
was reported, as officially reported on any consolidated tape, (ii) if clause
(i) is not applicable, the average of the closing bid price per share for the
last ten previous Trading Days as set forth by Nasdaq or (iii) if clauses (i)
and (ii) are not applicable, the average of the closing bid price per share
for the last ten previous Trading Days as set forth in the National Quotation
Bureau sheet listing for such securities. Notwithstanding the foregoing, if
there is no reported sales price or closing bid price, as the case may be, on
any of the ten Trading Days preceding the event requiring a determination of
Market Price hereunder, then the Market Price shall be determined in good
faith after reasonable investigation by resolution of the Board of Directors
of the Company.

                  "Nasdaq" means the Nasdaq SmallCap Market or Nasdaq National
Market, and any successor markets thereto.

                  "Other Securities" refers to any capital stock (other than
Common Stock) and other securities of the Company or any other Person which
the Holder of this Warrant at any time shall be entitled to receive, or shall
have received, pursuant to the terms hereof upon the exercise of this Warrant,
in lieu of or in addition to Common Stock.

                  "Person" means any court or other federal, state, local or
other governmental authority or other individual or corporation, partnership,
trust, incorporated or unincorporated association, joint venture, limited
liability company, joint stock company, government (or an agency or
subdivision thereof) or other entity of any kind.

                  "Registration Statement" means the Company's Registration
Statement on Form S-3 filed with the Commission on June 19, 2003, as such
registration statement is amended or supplemented.

                  "Trading Day" means (a) any day on which the Common Stock is
listed or quoted and traded on any Eligible Market or (b) if the Common Stock
is not then quoted and traded on any Eligible Market, then a day on which
trading occurs on the Nasdaq National Market (or any successor thereto).

                  "Warrant Shares" shall initially mean shares of Common Stock
(together with the associated preferred stock purchase rights under the Rights
Agreement to the extent the Rights Agreement is in effect on the applicable
date) and in addition may include Other Securities and Substituted Property
(as defined in Section 9(e)(x)) issued or issuable from time to time upon
exercise of this Warrant.

         2. Registration of Warrant. The Company shall register this Warrant,
upon records to be maintained by the Company for that purpose (the "Warrant
Register"), in the name of the record Holder hereof from time to time. The
Company may deem and treat the registered Holder of this Warrant as the
absolute owner hereof for the purpose of any exercise hereof or any
distribution to the Holder, and for all other purposes.

         3. Registration of Transfers. The Company shall register the transfer
of any portion of this Warrant in the Warrant Register, upon surrender of this
Warrant, with the Form of Assignment attached hereto as Appendix A duly
completed and signed, to the Company at its address specified herein. Upon any
such registration and transfer, a new warrant in substantially the form of a
Warrant (any such new warrant, a "New Warrant"), evidencing the portion of
this Warrant so transferred shall be issued to the transferee and a New
Warrant evidencing the remaining portion of this Warrant not so transferred,
if any, shall be issued to the transferring Holder. The acceptance of the New
Warrant by the transferee thereof shall be deemed the acceptance by such
transferee of all of the rights and obligations of a holder of a Warrant.

         4. Exercise and Duration of Warrant.

                  (a) This Warrant shall be exercisable, either in its
entirety or for a portion of the number of Warrant Shares, by the registered
Holder at any time and from time to time from and after the Initial Exercise
Date to and including the Expiration Date. At 5:00 P.M. New York City time on
the Expiration Date, the portion of this Warrant not exercised prior thereto
shall be and become void and of no value, and the Holder hereof shall have no
right to purchase any additional Warrant Shares hereunder.

                  (b) A Holder may exercise this Warrant by delivering to the
Company, in accordance with Section 13, this Warrant, together with (i) an
exercise notice, in the form attached hereto as Appendix B (the "Exercise
Notice"), appropriately completed and duly signed, and (ii) payment of the
Exercise Price for the number of Warrant Shares as to which this Warrant is
being exercised (as set forth in Section 4(c) below), and the date such items
are received by the Company is an "Exercise Date." Execution and delivery of
an Exercise Notice in respect of less than all of the Warrant Shares issuable
upon exercise of this Warrant shall result in the cancellation of the original
Warrant and issuance of a New Warrant evidencing the right to purchase the
remaining number of Warrant Shares.

                  (c) The Holder shall pay the Exercise Price (i) in cash, by
certified bank check payable to the order of the Company or by wire transfer
of immediately available funds in accordance with the Company's instructions
or (ii) if at any time on or after the Initial Exercise Date the Market Price
exceeds the Exercise Price, by electing a "cashless exercise" of this Warrant
by delivering to the Company, in accordance with Section 13, this Warrant,
together with an Exercise Notice electing such "cashless exercise," in which
event the Company shall issue to the Holder the number of Warrant Shares
determined as follows:

                           X = Y [(A-B)/A]

                           where:

                           X = the number of Warrant Shares to be issued to the
                               Holder upon such cashless exercise;

                           Y = the number of Warrant Shares with respect to
                               which this Warrant is being exercised;

                           A = the Market Price on the Exercise Date; and

                           B = the Exercise Price.

                  (d) Notwithstanding anything to the contrary contained
herein, the number of Warrant Shares for which this Warrant may be exercised
upon its exercise by the Holder (or otherwise in respect hereof) shall be
limited to the extent necessary to insure that, following such exercise (or
other issuance), the total number of shares of Common Stock then beneficially
owned by such Holder and its Affiliates and any other Persons whose beneficial
ownership of Common Stock would be aggregated with the Holder's for purposes
of Section 13(d) of the Exchange Act, does not exceed 4.999% of the total
number of issued and outstanding shares of Common Stock (including for such
purpose the shares of Common Stock issuable upon such exercise). For such
purposes, beneficial ownership shall be determined in accordance with Section
13(d) of the Exchange Act and the rules and regulations promulgated
thereunder. This provision shall not restrict the number of shares of Common
Stock which a Holder may receive or beneficially own in order to determine the
amount of securities or other consideration that such Holder may receive in
the event of a Fundamental Transaction as contemplated in Section 9 of this
Warrant. By written notice to the Company, the Holder may waive the provisions
of this Section 4(d), but any such waiver will not be effective until the 61st
day after delivery of such notice. For purposes of this section and assisting
the calculation required hereunder, the Company shall provide the Holder, upon
two (2) days' prior written notice, the number of shares of Common Stock
outstanding as of the most recent practicable date.

                  (e) Notwithstanding anything to the contrary contained
herein, the number of Warrant Shares for which this Warrant may be exercised
upon its exercise by the Holder (or otherwise in respect hereof) shall be
limited to the extent necessary to insure that, following such exercise (or
other issuance), the total number of shares of Common Stock then beneficially
owned by such Holder and its Affiliates and any other Persons whose beneficial
ownership of Common Stock would be aggregated with the Holder's for purposes
of Section 13(d) of the Exchange Act, does not exceed 9.999% of the total
number of issued and outstanding shares of Common Stock (including for such
purpose the shares of Common Stock issuable upon such exercise). For such
purposes, beneficial ownership shall be determined in accordance with Section
13(d) of the Exchange Act and the rules and regulations promulgated
thereunder. This provision shall not restrict the number of shares of Common
Stock which a Holder may receive or beneficially own in order to determine the
amount of securities or other consideration that such Holder may receive in
the event of a Fundamental Transaction as contemplated in Section 9 of this
Warrant. This restriction may not be waived. For purposes of this section and
assisting the calculation required hereunder, the Company shall provide the
Holder, upon two (2) days' prior written notice, the number of shares of
Common Stock outstanding as of the most recent practicable date.

                  (f) Except as otherwise provided for herein, this Warrant
shall not entitle the Holder to any voting rights or other rights as a
stockholder of the Company by virtue of the ownership hereof.


         5. Delivery of Warrant Shares.

                  (a) Upon exercise of this Warrant, the Company shall
promptly, issue or cause to be issued and deliver or cause to be delivered to
the Holder, in such name or names as the Holder may designate, a certificate
for the Warrant Shares issuable upon such exercise (the "Certificate") bearing
no restrictive legends. The Holder, or any Person so designated by the Holder
to receive the Warrant Shares, shall be deemed to have become holder of record
of such Warrant Shares as of the Exercise Date. Failure by the Company to
deliver the Certificate (or to instruct DTC to credit the Holder's balance
account with DTC for the Warrant Shares issuable upon such exercise) on or
before the tenth day following the Exercise Date (the "Outside Date") shall
entitle the Holder to an amount in cash from the Company for each Trading Day
following the Outside Date until the delivery is effected equal to 1.0% of the
product of (i) the Warrant Shares issuable upon such exercise and (ii) the
positive difference between the Market Price on the Outside Date and the
Exercise Price.

                  (b) The Warrant and the Warrant Shares will be registered
pursuant to the Registration Statement, and the Company covenants and agrees
to maintain the effectiveness of the Registration Statement until the earlier
of (i) such time as the Warrant Shares have been sold thereunder or (ii) one
hundred and eighty (180) days following the exercise in full of the Warrant or
the expiration of any Warrant Shares not previously exercised thereunder. Not
withstanding the foregoing, in the event that, prior to such time as all of
the Warrant Shares have been sold by the Holder, the Company ceases to be
eligible under the Securities Act of 1933, as amended (the "Act") or the rules
and regulations promulgated thereunder, to maintain a registration statement
on Form S-3, or in the event that the Warrant or the Warrant Shares cease to
be eligible for inclusion in such Registration Statement to the extent
necessary to permit the Holder to exercise the Warrant and sell the Warrant
Shares without restriction under the Act, the Company will promptly (and in
any event within 10 days of the date that the Warrant or any Warrant Shares
cease to be so eligible), amend or file a new registration statement under the
Act on a form eligible for use by the Company for the registration of such
securities and use its best efforts to have such registration statement
declared effective by the Commission as soon as practicable after such filing,
which registration statement shall include such information as may be required
to permit the exercise of the Warrant and the sale of the Warrant Shares
without restriction under the Act. The Holder acknowledges and agrees that the
Warrant shall be exercisable pursuant to any such registration statement only
at such times as the registration statement is effective or in accordance with
any applicable exemption from the registration requirements of the Act. During
such time as the Warrant Shares are registered pursuant to any registration
statement under the Act, the Company further covenants and agrees to make
timely filings of all documents required to be filed under the Act or the
Exchange Act in order to ensure that the registration statement, including the
documents incorporated by reference therein, if any, do not contain an untrue
statement of a material fact or omit to state any material fact required to be
stated therein or necessary in order to make the statements therein not
misleading.

                  (c) This Warrant is exercisable, either in its entirety or,
from time to time, for a portion of the number of Warrant Shares. Upon
surrender of this Warrant following one or more partial exercises, the Company
shall issue or cause to be issued, at its expense, a New Warrant evidencing
the right to purchase the remaining number of Warrant Shares.

         6. Charges, Taxes and Expenses. Issuance and delivery of certificates
for shares of Common Stock upon exercise of this Warrant shall be made without
charge to the Holder for any issue or transfer tax, withholding tax, transfer
agent fee or other incidental tax or expense in respect of the issuance of
such certificates, all of which taxes and expenses shall be paid by the
Company; provided, however, that the Company shall not be required to pay any
tax which may be payable in respect of any transfer involved in the issue,
delivery or registration of any certificates for Warrant Shares or Warrant in
a name other than that of the Holder and that the Holder will be required to
pay any tax with respect to cash received in lieu of fractional shares. The
Holder shall be responsible for all other tax liability that may arise as a
result of holding or transferring this Warrant or receiving Warrant Shares
upon exercise hereof.

         7. Replacement of Warrant. If this Warrant is mutilated, lost, stolen
or destroyed, the Company, at the sole expense of the Holder (such expenses,
if any imposed by the Company to be reasonable), shall issue or cause to be
issued in exchange and substitution for and upon cancellation hereof, or in
lieu of and in substitution for this Warrant, a New Warrant, but only upon
receipt of evidence reasonably satisfactory to the Company of such loss, theft
or destruction and customary and reasonable indemnity, if requested by the
Company.

         8. Reservation of Warrant Shares. The Company covenants that it will
at all times reserve and keep available out of the aggregate of its authorized
but unissued and otherwise unreserved Common Stock, solely for the purpose of
enabling it to issue Warrant Shares upon exercise of this Warrant as herein
provided, the number of Warrant Shares which are then issuable and deliverable
upon the exercise of this entire Warrant, free from all taxes, liens, claims,
encumbrances with respect to the issuance of such Warrant Shares and will not
be subject to any pre-emptive rights or similar rights (taking into account
the adjustments and restrictions of Section 9 hereof). The Company covenants
that all Warrant Shares so issuable and deliverable shall, upon issuance and
the payment of the applicable Exercise Price in accordance with the terms
hereof, be duly and validly authorized, issued, fully paid and nonassessable.
The Company will take all such action as may be necessary to assure that such
shares of Common Stock may be issued as provided herein without violation of
any applicable law or regulation, or of any requirements of any securities
exchange or automated quotation system upon which the Common Stock may be
listed or quoted, as the case may be; provided, however, that such actions
shall only require the Company's best efforts (or other specified standard) to
the extent specifically provided for in this Warrant.

         9. Certain Adjustments. The Exercise Price and number of Warrant
Shares issuable upon exercise of this Warrant are subject to adjustment from
time to time as set forth in this Section 9.

                  (a) Stock Dividends. If the Company, at any time while this
Warrant is outstanding, pays a dividend on its Common Stock payable in
additional shares of Common Stock or otherwise makes a distribution on any
class of capital stock that is payable in shares of Common Stock, then in each
such case the Exercise Price shall be multiplied by a fraction, (A) the
numerator of which shall be the number of shares of Common Stock outstanding
immediately prior to the opening of business on the day after the record date
for the determination of stockholders entitled to receive such dividend or
distribution and (B) the denominator of which shall be the number of shares of
Common Stock outstanding immediately after the distribution date of such
dividend or distribution. Any adjustment made pursuant to this Section 9(a)
shall become effective immediately after the record date for the determination
of stockholders entitled to receive such dividend or distribution; provided,
however, that if following such record date the Company rescinds or modifies
such dividend or distribution, the Exercise Price shall be appropriately
adjusted (as of the date that the Company effectively rescinds or modifies
such dividend or distribution) to take into account the effect of such
rescinded or modified dividend or distribution on the Exercise Price pursuant
to this Section 9(a).

                  (b) Stock Splits. If the Company, at any time while this
Warrant is outstanding, (i) subdivides outstanding shares of Common Stock into
a larger number of shares, or (ii) combines outstanding shares of Common Stock
into a smaller number of shares, then in each such case the Exercise Price
shall be multiplied by a fraction, (A) the numerator of which shall be the
number of shares of Common Stock outstanding immediately before such event and
(B) the denominator of which shall be the number of shares of Common Stock
outstanding immediately after such event. Any adjustment pursuant to this
Section 9(b) shall become effective immediately after the effective date of
such subdivision or combination.

                  (c) Reclassifications. A reclassification of the Common
Stock (other than any such reclassification in connection with a merger or
consolidation to which Section 9(e) applies) into shares of any other class of
stock shall be deemed:

                           (i) a distribution by the Company to the holders of
its Common Stock of such shares of such other class of stock for the purposes
and within the meaning of this Section 9; and

                           (ii) if the outstanding shares of Common Stock
shall be changed into a larger or smaller number of shares of Common Stock as
part of such reclassification, such change shall be deemed a subdivision or
combination, as the case may be, of the outstanding shares of Common Stock for
the purposes and within the meaning of Section 9(b).

                  (d) Other Distributions. If the Company, at any time while
this Warrant is outstanding, distributes to holders of Common Stock (i)
evidences of its indebtedness, (ii) shares of any class of capital stock,
(iii) rights or warrants to subscribe for or purchase any shares of any class
of capital stock or (iv) any other asset, other than a distribution of Common
Stock covered by Section 9(a), (in each case, "Distributed Property"), then in
each such case the Exercise Price in effect immediately prior to the record
date fixed for determination of stockholders entitled to receive such
distribution (and the Exercise Price thereafter applicable) shall be adjusted
(effective on and after such record date) to equal the product of such
Exercise Price multiplied by a fraction, (A) the numerator of which shall be
Market Price on such record date less the then fair market value of the
Distributed Property distributed in respect of one outstanding share of Common
Stock, which, if the Distributed Property is other than cash or marketable
securities, shall be as determined in good faith by the Board of Directors of
the Company whose determination shall be described in a board resolution, and
(B) the denominator of which shall be the Market Price on such record date;
provided, however, that if following the record date for such distribution the
Company rescinds or modifies such distribution, the Exercise Price shall be
appropriately adjusted (as of the date that the Company effectively rescinds
or modifies such distribution) to take into account the effect of such
rescinded or modified distribution on the Exercise Price pursuant to this
Section 9(d).

                  (e) Fundamental Transactions. If, at any time following the
Initial Exercise Date, (i) the Company effects any merger or consolidation of
the Company with or into another Person, (ii) the Company effects any sale of
all or substantially all of its assets in one or a series of related
transactions or (iii) there shall occur any merger of another Person into the
Company whereby the Common Stock is cancelled, converted or reclassified into
or exchanged for other securities, cash or property (in any such case, a
"Fundamental Transaction"), then, as a condition to the consummation of such
Fundamental Transaction, the Company shall (or, in the case of any Fundamental
Transaction in which the Company is not the surviving entity, the Company
shall take all reasonable steps to cause such other Person to) execute and
deliver to the Holder of this Warrant a written instrument providing that:

                           (x) so long as this Warrant remains outstanding,
upon the exercise hereof at any time on or after the consummation of such
Fundamental Transaction and on such terms and subject to such conditions as
shall be nearly equivalent as may be practicable to the provisions set forth
in this Warrant, this Warrant shall be exercisable into, in lieu of Common
Stock issuable upon such exercise prior to such consummation, the securities
or other property (the "Substituted Property") that would have been received
in connection with such Fundamental Transaction by a holder of the number of
shares of Common Stock into which this Warrant was exercisable immediately
prior to such Fundamental Transaction, assuming such holder of Common Stock:

                                    (A) is not a Person with which the Company
consolidated or into which the Company merged or which merged into the Company
or to which such sale or transfer was made, as the case may be (a "Constituent
Person"), or an Affiliate of a Constituent Person; and

                                    (B) failed to exercise such Holder's
rights of election, if any, as to the kind or amount of securities, cash and
other property receivable in connection with such Fundamental Transaction
(provided, however, that if the kind or amount of securities, cash or other
property receivable in connection with such Fundamental Transaction is not the
same for each share of Common Stock held immediately prior to such Fundamental
Transaction by a Person other than a Constituent Person or an Affiliate
thereof and in respect of which such rights of election shall not have been
exercised (a "Non-Electing Share"), then, for the purposes of this Section
9(e), the kind and amount of securities, cash and other property receivable in
connection with such Fundamental Transaction by each Non-Electing Share shall
be deemed to be the kind and amount so receivable per share by a plurality of
the Non-Electing Shares); and

                           (y) the rights and obligations of the Company (or,
in the event of a transaction in which the Company is not the surviving
Person, such other Person) and the Holder in respect of Substituted Property
shall be as nearly equivalent as may be practicable to the rights and
obligations of the Company and Holder in respect of Common Stock hereunder.

                  Such written instrument shall provide for adjustments which,
for events subsequent to the effective date of such written instrument, shall
be as nearly equivalent as may be practicable to the adjustments provided for
in this Section 9. The above provisions of this Section 9(e) shall similarly
apply to successive Fundamental Transactions.

                  (f) Adjustment of Warrant Shares. Simultaneously with any
adjustment to the Exercise Price pursuant to paragraphs (a) through (d) of
this Section 9, the number of Warrant Shares that may be purchased upon
exercise of this Warrant shall be increased or decreased proportionately, so
that after such adjustment the aggregate Exercise Price payable hereunder for
the increased or decreased number of Warrant Shares shall be the same as the
aggregate Exercise Price payable for the Warrant Shares immediately prior to
such adjustment.

                  (g) Calculations. All calculations under this Section 9
shall be made to the nearest cent or the nearest 1/100th of a share, as
applicable. The number of shares of Common Stock outstanding at any given time
shall not include shares owned or held by or for the account of the Company,
and the disposition of any such shares shall be considered an issue or sale of
Common Stock.

                  (h) Adjustments. Notwithstanding any provision of this
Section 9, no adjustment of the Exercise Price shall be required if such
adjustment is less than $0.01; provided, however, that any adjustments which
by reason of this Section 9(h) are not required to be made shall be carried
forward and taken into account for purposes of any subsequent adjustment
required to be made hereunder.

                  (i) Notice of Adjustments. Upon the occurrence of each
adjustment pursuant to this Section 9, the Company will promptly deliver to
the Holder a certificate executed by the Company's Chief Financial Officer
setting forth, in reasonable detail, the event requiring such adjustment and
the method by which such adjustment was calculated, the adjusted Exercise
Price and the adjusted number or type of Warrant Shares or other securities
issuable upon exercise of this Warrant (as applicable). The Company will
retain at its office copies of all such certificates and cause the same to be
available for inspection at said office during normal business hours by the
Holder or any prospective purchaser of the Warrant designated by the Holder.

                  (j) Notice of Corporate Events. If the Company (i) declares
a dividend or any other distribution of cash, securities or other property in
respect of its Common Stock, including, without limitation, any granting of
rights or warrants to subscribe for or purchase any capital stock of the
Company or any subsidiary of the Company, (ii) authorizes, approves, enters
into any agreement contemplating, or solicits stockholder approval for, any
Fundamental Transaction or (iii) authorizes the voluntary dissolution,
liquidation or winding up of the affairs of the Company, then the Company
shall deliver to the Holder a notice describing the material terms and
conditions of such transaction at least 15 calendar days prior to the
applicable record or effective date on which a Person would need to hold
Common Stock in order to participate in or vote with respect to such
transaction, and the Company will take all steps reasonably necessary in order
to ensure that the Holder is given the practical opportunity to exercise this
Warrant prior to such time so as to participate in or vote with respect to
such transaction; provided, however, that the failure to deliver such notice
or any defect therein shall not affect the validity of the corporate action
required to be described in such notice.

         10. Fractional Shares. The Company shall not be required to issue or
cause to be issued fractional Warrant Shares on the exercise of this Warrant.
If any fraction of a Warrant Share would, except for the provisions of this
Section 10, be issuable upon exercise of this Warrant, the Company shall make
a cash payment to the Holder equal to (a) such fraction multiplied by (b) the
Market Price on the Exercise Date of one full Warrant Share.

         11. Listing on Securities Exchanges. The Company has listed, and will
use its best efforts to maintain the listing of, the Warrant Shares on Nasdaq.
In furtherance and not in limitation of any other provision of this Warrant,
if the Company at any time shall list any Common Stock on any Eligible Market
other than Nasdaq, the Company will, at its expense, simultaneously list the
Warrant Shares (and use its best efforts to maintain such listing) on such
Eligible Market, upon official notice of issuance following the exercise of
this Warrant; and the Company will so list, register and use its best efforts
to maintain such listing on any Eligible Market any Other Securities, if and
at the time that any securities of like class or similar type shall be listed
on such Eligible Market by the Company.

         12. Remedies. The Company stipulates that the remedies at law of the
Holder of this Warrant in the event of any default or threatened default by
the Company in the performance of or compliance with any of the terms of this
Warrant are not and will not be adequate, and that such terms may be
specifically enforced by a decree for the specific performance of any
agreement contained herein or by an injunction against a violation of any of
the terms hereof or otherwise.

         13. Notices. Any and all notices or other communications or
deliveries hereunder (including without limitation any Exercise Notice) shall
be in writing and shall be mailed by certified mail, return receipt requested,
or by a nationally recognized courier service or delivered (in person or by
facsimile), against receipt to the party to whom such notice or other
communication is to be given. Any notice or other communication given by means
permitted by this Section 13 shall be deemed given at the time of receipt
thereof. The address for such notices or communications shall be as set forth
below:

         If to the Company:         Biopure Corporation
                                    11 Hurley Street
                                    Cambridge, MA  02141

         If to the Holder:          C.E. Unterberg, Towbin
                                    350 Madison Avenue
                                    New York, NY  10017

Or such other address as is provided to such other party in accordance with
this Section 14.

         14. Warrant Agent. The Company shall serve as warrant agent under
this Warrant. Upon 30 days' notice to the Holder, the Company may appoint a
new warrant agent. Any Person into which any new warrant agent may be merged,
any Person resulting from any consolidation to which any new warrant agent
shall be a party or any Person to which any new warrant agent transfers
substantially all of its corporate trust or shareholders services business
shall be a successor warrant agent under this Warrant without any further act.
Any such successor warrant agent shall promptly cause notice of its succession
as warrant agent to be mailed (by first class mail, postage prepaid) to the
Holder at the Holder's last address as shown on the Warrant Register.

         15. Miscellaneous. (a) This Warrant may be assigned by the Holder.
This Warrant may not be assigned by the Company, except to a successor in the
event of a Fundamental Transaction. This Warrant shall be binding on and inure
to the benefit of the parties hereto and their respective successors and
assigns. Subject to the preceding sentence, nothing in this Warrant shall be
construed to give to any Person other than the Company and the Holder any
legal or equitable right, remedy or cause of action under this Warrant. This
Warrant may be amended only in writing signed by the Company and the Holder
and their successors and assigns.

                  (b) The Company will not, by amendment of its governing
documents or through any reorganization, transfer of assets, consolidation,
merger, dissolution, issue or sale of securities or any other voluntary
action, avoid or seek to avoid the observance or performance of any of the
terms of this Warrant, but will at all times in good faith assist in the
carrying out of all such terms and in the taking of all such action as may be
necessary or appropriate in order to protect the rights of the Holder against
impairment. Without limiting the generality of the foregoing, the Company (i)
will not increase the par value of any Warrant Shares above the amount payable
therefor upon exercise thereof, and (ii) will take all such action as may be
reasonably necessary or appropriate in order that the Company may validly and
legally issue fully paid and nonassessable Warrant Shares on the exercise of
this Warrant, free from all taxes, liens, claims and encumbrances and (iii)
will not close its shareholder books or records in any manner which interferes
with the timely exercise of this Warrant.

                  (c) This Warrant shall be governed by and construed and
enforced in accordance with the laws of the State of New York. Each party
hereby irrevocably submits to the exclusive jurisdiction of the state and
Federal courts sitting in the City of New York, Borough of Manhattan, for the
adjudication of any dispute hereunder or in connection herewith or with any
transaction contemplated hereby or discussed herein, and hereby irrevocably
waives, and agrees not to assert in any suit, action or proceeding that it is
not personally subject to the jurisdiction of any such court or that such
suit, action or proceeding is improper. Each party hereby irrevocably waives
personal service of process and consents to process being served in any such
suit, action or proceeding by mailing a copy thereof via registered or
certified mail or overnight delivery (with evidence of delivery) to such party
at the address in effect for notices to it under this Warrant and agrees that
such service shall constitute good and sufficient service of process and
notice thereof. Nothing contained herein shall be deemed to limit in any way
any right to serve process in any manner permitted by law. THE PARTIES HEREBY
WAIVE ALL RIGHTS TO A TRIAL BY JURY.

                  (d) Neither party shall be deemed in default of any
provision of this Warrant, to the extent that performance of its obligations
or attempts to cure a breach hereof are delayed or prevented by any event
reasonably beyond the control of such party, including, without limitation,
war, hostilities, acts of terrorism, revolution, riot, civil commotion,
national emergency, strike, lockout, unavailability of supplies, epidemic,
fire, flood, earthquake, force of nature, explosion, embargo, or any other Act
of God, or any law, proclamation, regulation, ordinance, or other act or order
of any court, government or governmental agency, provided that such party
gives the other party written notice thereof promptly upon discovery thereof
and uses reasonable efforts to cure or mitigate the delay or failure to
perform.

                  (e) The headings herein are for convenience only, do not
constitute a part of this Warrant and shall not be deemed to limit or affect
any of the provisions hereof.

                  (f) In case any one or more of the provisions of this
Warrant shall be deemed invalid or unenforceable in any respect, the validity
and enforceability of the remaining terms and provisions of this Warrant shall
not in any way be affected or impaired thereby and the parties will attempt in
good faith to agree upon a valid and enforceable provision which shall be a
commercially reasonable substitute therefor, and upon so agreeing, shall
incorporate such substitute provision in this Warrant.


                 [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK,
                            SIGNATURE PAGE FOLLOWS]

<PAGE>




                  IN WITNESS WHEREOF, the Company has caused this Warrant to
be duly executed by its authorized officer as of the date first indicated
above.

                                                   BIOPURE CORPORATION




                                                   By: ________________________
                                                       Name:
                                                       Title:



<PAGE>


                                  APPENDIX A

                              FORM OF ASSIGNMENT

          (to be completed and signed only upon transfer of Warrant)

                  FOR VALUE RECEIVED, the undersigned hereby sells, assigns
and transfers unto ________________________________________ the right
represented by the within Warrant to purchase _____________ shares of Common
Stock of Biopure Corporation to which the within warrant relates and appoints
__________________________ attorney to transfer said right on the books of
Biopure Corporation with full power of substitution in the premises.


Dated:____________                      _______________________________________
                                        (Signature must conform in all respects
                                        to name of Holder as specified on face
                                        of the Warrant)

                                        Address of Transferee:

                                        _______________________________________

                                        _______________________________________

                                        _______________________________________
In the presence of:


__________________________________



<PAGE>


                                  APPENDIX B

                            FORM OF EXERCISE NOTICE

(To be executed by the Holder to exercise the right to purchase shares of
Common Stock under the foregoing Warrant)

To:      Biopure Corporation

The undersigned is the Holder of Warrant No. [ ] (the "Warrant") issued by
Biopure Corporation, a Delaware corporation (the "Company"). Capitalized terms
used herein and not otherwise defined have the respective meanings set forth
in the Warrant.

1.       The Warrant is currently exercisable to purchase a total of _________
         Warrant Shares.

2.       The undersigned Holder hereby exercises its right to purchase
         _________ Warrant Shares pursuant to the Warrant.

3.       The Holder intends that payment of the Exercise Price shall be made
         as (check one):

              Cash Exercise_______
              Cashless Exercise_______

4.       If the Holder has elected a Cash Exercise, the Holder shall pay the
         sum of $________ to the Company in accordance with the terms of the
         Warrant.

5.       If the Holder has elected a Cashless Exercise, a certificate shall be
         issued to the Holder for the number of shares equal to the whole
         number portion of the product of the calculation set forth below,
         which is _________. The Company shall pay a cash adjustment in
         respect of the fractional portion of the product of the calculation
         set forth below in an amount equal to the product of the fractional
         portion of such product and the Market Price on the Exercise Day,
         which product is
         __________.

              X = Y[(A-B)/A]

              X = the number of Warrant Shares to be issued to the Holder.

              Number of Warrant Shares being exercised: ____________ ("Y").

              Market Price on the Exercise Day: _____________ ("A").

              Exercise Price: _____________("B")

6.       Pursuant to this exercise, the Company shall deliver to the Holder
         Warrant Shares in accordance with the terms of the Warrant

7.       Following this exercise, the Warrant shall be exercisable to purchase
         a total of __________ Warrant Shares.



Dated: ____________                           Name of Holder:


                                              (Print)__________________________

                                              By:______________________________

                                              Title:___________________________

                                              (Signature must conform in all
                                              respects to name of Holder as
                                              specified on face of the Warrant)



<PAGE>


                                                                 Exhibit 4.2





                              BIOPURE CORPORATION

                               INVESTOR WARRANT



Warrant No.  [          ]                     Dated:  September [    ], 2004

         Biopure Corporation, a Delaware corporation (the "Company"), hereby
certifies that, for value received, [____________________] or its registered
assigns (including permitted transferees, the "Holder"), is entitled to
purchase from the Company up to a total of [ ] shares (as adjusted from time
to time as provided in Section 9) of Common Stock (as defined below), together
with the associated preferred stock purchase rights under that certain Rights
Agreement (the "Rights Agreement") dated as of as of September 24, 1999
between the Company and American Stock Transfer & Trust Company, as rights
agent, to the extent the Rights Agreement is in effect on the date of such
purchase, at an exercise price equal to $0.42 per share (as adjusted from time
to time as provided in Section 9, the "Exercise Price"), at any time and from
time to time from and after September [__], 2004 (the "Initial Exercise Date")
to and including September [__], 2009 (the "Expiration Date"), and subject to
the following terms and conditions.

         1. Definitions. The capitalized terms used herein and not otherwise
defined shall have the meanings set forth below:

                  "Affiliate" of any specified Person means any other person
or entity directly or indirectly controlling, controlled by or under direct or
indirect common control with such specified Person. For purposes of this
definition, "control" means the power to direct the management and policies of
such Person or firm, directly or indirectly, whether through the ownership of
voting securities, by contract or otherwise.

                  "Commission" means the United States Securities and Exchange
Commission.

                  "Common Stock" means the Class A common stock of the
Company, $0.01 par value per share.

                  "Eligible Market" means any of the New York Stock Exchange,
the American Stock Exchange or Nasdaq, and any successor markets thereto.

                  "Exchange Act" means the Securities Exchange Act of 1934, as
amended.

                  "Market Price" shall mean (i) if the principal trading
market for such securities is an exchange, the average of the last reported
sale prices per share for the last ten previous Trading Days in which a sale
was reported, as officially reported on any consolidated tape, (ii) if clause
(i) is not applicable, the average of the closing bid price per share for the
last ten previous Trading Days as set forth by Nasdaq or (iii) if clauses (i)
and (ii) are not applicable, the average of the closing bid price per share
for the last ten previous Trading Days as set forth in the National Quotation
Bureau sheet listing for such securities. Notwithstanding the foregoing, if
there is no reported sales price or closing bid price, as the case may be, on
any of the ten Trading Days preceding the event requiring a determination of
Market Price hereunder, then the Market Price shall be determined in good
faith after reasonable investigation by resolution of the Board of Directors
of the Company.

                  "Nasdaq" means the Nasdaq SmallCap Market or Nasdaq National
Market, and any successor markets thereto.

                  "Other Securities" refers to any capital stock (other than
Common Stock) and other securities of the Company or any other Person which
the Holder of this Warrant at any time shall be entitled to receive, or shall
have received, pursuant to the terms hereof upon the exercise of this Warrant,
in lieu of or in addition to Common Stock.

                  "Person" means any court or other federal, state, local or
other governmental authority or other individual or corporation, partnership,
trust, incorporated or unincorporated association, joint venture, limited
liability company, joint stock company, government (or an agency or
subdivision thereof) or other entity of any kind.

                  "Registration Statement" means the Company's Registration
Statement on Form S-3 filed with the Commission on June 19, 2003, as such
registration statement is amended or supplemented.

                  "Trading Day" means (a) any day on which the Common Stock is
listed or quoted and traded on any Eligible Market or (b) if the Common Stock
is not then quoted and traded on any Eligible Market, then a day on which
trading occurs on the Nasdaq National Market (or any successor thereto).

                  "Warrant Shares" shall initially mean shares of Common Stock
(together with the associated preferred stock purchase rights under the Rights
Agreement to the extent the Rights Agreement is in effect on the applicable
date) and in addition may include Other Securities and Substituted Property
(as defined in Section 9(e)(x)) issued or issuable from time to time upon
exercise of this Warrant.

         2. Registration of Warrant. The Company shall register this Warrant,
upon records to be maintained by the Company for that purpose (the "Warrant
Register"), in the name of the record Holder hereof from time to time. The
Company may deem and treat the registered Holder of this Warrant as the
absolute owner hereof for the purpose of any exercise hereof or any
distribution to the Holder, and for all other purposes.

         3. Registration of Transfers. The Company shall register the transfer
of any portion of this Warrant in the Warrant Register, upon surrender of this
Warrant, with the Form of Assignment attached hereto as Appendix A duly
completed and signed, to the Company at its address specified herein. Upon any
such registration and transfer, a new warrant in substantially the form of a
Warrant (any such new warrant, a "New Warrant"), evidencing the portion of
this Warrant so transferred shall be issued to the transferee and a New
Warrant evidencing the remaining portion of this Warrant not so transferred,
if any, shall be issued to the transferring Holder. The acceptance of the New
Warrant by the transferee thereof shall be deemed the acceptance by such
transferee of all of the rights and obligations of a holder of a Warrant.

         4. Exercise and Duration of Warrant.

                  (a) This Warrant shall be exercisable, either in its
entirety or for a portion of the number of Warrant Shares, by the registered
Holder at any time and from time to time from and after the Initial Exercise
Date to and including the Expiration Date. At 5:00 P.M. New York City time on
the Expiration Date, the portion of this Warrant not exercised prior thereto
shall be and become void and of no value, and the Holder hereof shall have no
right to purchase any additional Warrant Shares hereunder.

                  (b) A Holder may exercise this Warrant by delivering to the
Company, in accordance with Section 13, this Warrant, together with (i) an
exercise notice, in the form attached hereto as Appendix B (the "Exercise
Notice"), appropriately completed and duly signed, and (ii) payment of the
Exercise Price for the number of Warrant Shares as to which this Warrant is
being exercised (as set forth in Section 4(c) below), and the date such items
are received by the Company is an "Exercise Date." Execution and delivery of
an Exercise Notice in respect of less than all of the Warrant Shares issuable
upon exercise of this Warrant shall result in the cancellation of the original
Warrant and issuance of a New Warrant evidencing the right to purchase the
remaining number of Warrant Shares.

                  (c) The Holder shall pay the Exercise Price in cash, by
certified bank check payable to the order of the Company or by wire transfer
of immediately available funds in accordance with the Company's instructions.

                  (d) Except as otherwise provided for herein, this Warrant
shall not entitle the Holder to any voting rights or other rights as a
stockholder of the Company by virtue of the ownership hereof.

                  (e) Notwithstanding anything to the contrary herein, after
the eighteenth (18th) month anniversary of the date hereof, the Company may,
by written notice to the Holder, require that the Holder execute and deliver
to the Company an Exercise Notice exercising all of the Warrant Shares then
held by such Holder within twenty Business Days of the date of the Company's
notice; provided, however, that the Company may only provide such notice if
the daily volume weighted average price per share of the Common Stock for each
of the ten consecutive trading days ended immediately prior to the Company's
notice is equal to or greater than the Exercise Price multiplied by two (2).
At 5:00 P.M. New York City time on such 20th Business Day, the portion of this
Warrant not exercised prior thereto shall be and become void and of no value,
and the Holder hereof shall have no right to purchase any additional Warrant
Shares hereunder.

         5. Delivery of Warrant Shares.

                  (a) Upon exercise of this Warrant, the Company shall
promptly, issue or cause to be issued and deliver or cause to be delivered to
the Holder, in such name or names as the Holder may designate, a certificate
for the Warrant Shares issuable upon such exercise (the "Certificate") bearing
no restrictive legends. The Holder, or any Person so designated by the Holder
to receive the Warrant Shares, shall be deemed to have become holder of record
of such Warrant Shares as of the Exercise Date.

                  (b) The Warrant and the Warrant Shares will be registered
pursuant to the Registration Statement, and the Company covenants and agrees
to maintain the effectiveness of the Registration Statement until the
Expiration Date. Not withstanding the foregoing, in the event that, prior to
the Expiration Date, the Company ceases to be eligible under the Securities
Act of 1933, as amended (the "Act") or the rules and regulations promulgated
thereunder, to maintain a registration statement on Form S-3, or in the event
that the Warrant or the Warrant Shares cease to be eligible for inclusion in
such Registration Statement to the extent necessary to permit the Holder to
exercise the Warrant and sell the Warrant Shares without restriction under the
Act, the Company will promptly (and in any event within 10 days of the date
that the Warrant or any Warrant Shares cease to be so eligible), amend or file
a new registration statement under the Act on a form eligible for use by the
Company for the registration of such securities and use its best efforts to
have such registration statement declared effective by the Commission as soon
as practicable after such filing, which registration statement shall include
such information as may be required to permit the exercise of the Warrant and
the sale of the Warrant Shares without restriction under the Act. The Holder
acknowledges and agrees that the Warrant shall be exercisable pursuant to any
such registration statement only at such times as the registration statement
is effective or in accordance with any applicable exemption from the
registration requirements of the Act. During such time as the Warrant Shares
are registered pursuant to any registration statement under the Act, the
Company further covenants and agrees to make timely filings of all documents
required by be filed under the Act or the Exchange Act in order to ensure that
the registration statement, including the documents incorporated by reference
therein, if any, do not contain an untrue statement of a material fact or omit
to state any material fact required to be stated therein or necessary in order
to make the statements therein not misleading.

                  (c) This Warrant is exercisable, either in its entirety or,
from time to time, for a portion of the number of Warrant Shares. Upon
surrender of this Warrant following one or more partial exercises, the Company
shall issue or cause to be issued, at its expense, a New Warrant evidencing
the right to purchase the remaining number of Warrant Shares.

         6. Charges, Taxes and Expenses. Issuance and delivery of certificates
for shares of Common Stock upon exercise of this Warrant shall be made without
charge to the Holder for any issue or transfer tax, withholding tax, transfer
agent fee or other incidental tax or expense in respect of the issuance of
such certificates, all of which taxes and expenses shall be paid by the
Company; provided, however, that the Company shall not be required to pay any
tax which may be payable in respect of any transfer involved in the issue,
delivery or registration of any certificates for Warrant Shares or Warrant in
a name other than that of the Holder and that the Holder will be required to
pay any tax with respect to cash received in lieu of fractional shares. The
Holder shall be responsible for all other tax liability that may arise as a
result of holding or transferring this Warrant or receiving Warrant Shares
upon exercise hereof.

         7. Replacement of Warrant. If this Warrant is mutilated, lost, stolen
or destroyed, the Company, at the sole expense of the Holder (such expenses,
if any imposed by the Company to be reasonable), shall issue or cause to be
issued in exchange and substitution for and upon cancellation hereof, or in
lieu of and in substitution for this Warrant, a New Warrant, but only upon
receipt of evidence reasonably satisfactory to the Company of such loss, theft
or destruction and customary and reasonable indemnity, if requested by the
Company.

         8. Reservation of Warrant Shares. The Company covenants that it will
at all times reserve and keep available out of the aggregate of its authorized
but unissued and otherwise unreserved Common Stock, solely for the purpose of
enabling it to issue Warrant Shares upon exercise of this Warrant as herein
provided, the number of Warrant Shares which are then issuable and deliverable
upon the exercise of this entire Warrant, free from all taxes, liens, claims,
encumbrances with respect to the issuance of such Warrant Shares and will not
be subject to any pre-emptive rights or similar rights (taking into account
the adjustments and restrictions of Section 9 hereof). The Company covenants
that all Warrant Shares so issuable and deliverable shall, upon issuance and
the payment of the applicable Exercise Price in accordance with the terms
hereof, be duly and validly authorized, issued, fully paid and nonassessable.
The Company will take all such action as may be necessary to assure that such
shares of Common Stock may be issued as provided herein without violation of
any applicable law or regulation, or of any requirements of any securities
exchange or automated quotation system upon which the Common Stock may be
listed or quoted, as the case may be; provided, however, that such actions
shall only require the Company's best efforts (or other specified standard) to
the extent specifically provided for in this Warrant.

         9. Certain Adjustments. The Exercise Price and number of Warrant
Shares issuable upon exercise of this Warrant are subject to adjustment from
time to time as set forth in this Section 9.

                  (a) Stock Dividends. If the Company, at any time while this
Warrant is outstanding, pays a dividend on its Common Stock payable in
additional shares of Common Stock or otherwise makes a distribution on any
class of capital stock that is payable in shares of Common Stock, then in each
such case the Exercise Price shall be multiplied by a fraction, (A) the
numerator of which shall be the number of shares of Common Stock outstanding
immediately prior to the opening of business on the day after the record date
for the determination of stockholders entitled to receive such dividend or
distribution and (B) the denominator of which shall be the number of shares of
Common Stock outstanding immediately after the distribution date of such
dividend or distribution. Any adjustment made pursuant to this Section 9(a)
shall become effective immediately after the record date for the determination
of stockholders entitled to receive such dividend or distribution; provided,
however, that if following such record date the Company rescinds or modifies
such dividend or distribution, the Exercise Price shall be appropriately
adjusted (as of the date that the Company effectively rescinds or modifies
such dividend or distribution) to take into account the effect of such
rescinded or modified dividend or distribution on the Exercise Price pursuant
to this Section 9(a).

                  (b) Stock Splits. If the Company, at any time while this
Warrant is outstanding, (i) subdivides outstanding shares of Common Stock into
a larger number of shares, or (ii) combines outstanding shares of Common Stock
into a smaller number of shares, then in each such case the Exercise Price
shall be multiplied by a fraction, (A) the numerator of which shall be the
number of shares of Common Stock outstanding immediately before such event and
(B) the denominator of which shall be the number of shares of Common Stock
outstanding immediately after such event. Any adjustment pursuant to this
Section 9(b) shall become effective immediately after the effective date of
such subdivision or combination.

                  (c) Reclassifications. A reclassification of the Common
Stock (other than any such reclassification in connection with a merger or
consolidation to which Section 9(e) applies) into shares of any other class of
stock shall be deemed:

                           (i) a distribution by the Company to the holders of
its Common Stock of such shares of such other class of stock for the purposes
and within the meaning of this Section 9; and

                           (ii) if the outstanding shares of Common Stock
shall be changed into a larger or smaller number of shares of Common Stock as
part of such reclassification, such change shall be deemed a subdivision or
combination, as the case may be, of the outstanding shares of Common Stock for
the purposes and within the meaning of Section 9(b).

                  (d) Other Distributions. If the Company, at any time while
this Warrant is outstanding, distributes to holders of Common Stock (i)
evidences of its indebtedness, (ii) shares of any class of capital stock,
(iii) rights or warrants to subscribe for or purchase any shares of any class
of capital stock or (iv) any other asset, other than a distribution of Common
Stock covered by Section 9(a), (in each case, "Distributed Property"), then in
each such case the Exercise Price in effect immediately prior to the record
date fixed for determination of stockholders entitled to receive such
distribution (and the Exercise Price thereafter applicable) shall be adjusted
(effective on and after such record date) to equal the product of such
Exercise Price multiplied by a fraction, (A) the numerator of which shall be
Market Price on such record date less the then fair market value of the
Distributed Property distributed in respect of one outstanding share of Common
Stock, which, if the Distributed Property is other than cash or marketable
securities, shall be as determined in good faith by the Board of Directors of
the Company whose determination shall be described in a board resolution, and
(B) the denominator of which shall be the Market Price on such record date;
provided, however, that if following the record date for such distribution the
Company rescinds or modifies such distribution, the Exercise Price shall be
appropriately adjusted (as of the date that the Company effectively rescinds
or modifies such distribution) to take into account the effect of such
rescinded or modified distribution on the Exercise Price pursuant to this
Section 9(d).

                  (e) Fundamental Transactions. If, at any time following the
Initial Exercise Date, (i) the Company effects any merger or consolidation of
the Company with or into another Person, (ii) the Company effects any sale of
all or substantially all of its assets in one or a series of related
transactions or (iii) there shall occur any merger of another Person into the
Company whereby the Common Stock is cancelled, converted or reclassified into
or exchanged for other securities, cash or property (in any such case, a
"Fundamental Transaction"), then, as a condition to the consummation of such
Fundamental Transaction, the Company shall (or, in the case of any Fundamental
Transaction in which the Company is not the surviving entity, the Company
shall take all reasonable steps to cause such other Person to) execute and
deliver to the Holder of this Warrant a written instrument providing that:

                  (x) so long as this Warrant remains outstanding, upon the
exercise hereof at any time on or after the consummation of such Fundamental
Transaction and on such terms and subject to such conditions as shall be
nearly equivalent as may be practicable to the provisions set forth in this
Warrant, this Warrant shall be exercisable into, in lieu of Common Stock
issuable upon such exercise prior to such consummation, the securities or
other property (the "Substituted Property") that would have been received in
connection with such Fundamental Transaction by a holder of the number of
shares of Common Stock into which this Warrant was exercisable immediately
prior to such Fundamental Transaction, assuming such holder of Common Stock:

                           (A) is not a Person with which the Company
consolidated or into which the Company merged or which merged into the Company
or to which such sale or transfer was made, as the case may be (a "Constituent
Person"), or an Affiliate of a Constituent Person; and

                           (B) failed to exercise such Holder's rights of
election, if any, as to the kind or amount of securities, cash and other
property receivable in connection with such Fundamental Transaction (provided,
however, that if the kind or amount of securities, cash or other property
receivable in connection with such Fundamental Transaction is not the same for
each share of Common Stock held immediately prior to such Fundamental
Transaction by a Person other than a Constituent Person or an Affiliate
thereof and in respect of which such rights of election shall not have been
exercised (a "Non-Electing Share"), then, for the purposes of this Section
9(e), the kind and amount of securities, cash and other property receivable in
connection with such Fundamental Transaction by each Non-Electing Share shall
be deemed to be the kind and amount so receivable per share by a plurality of
the Non-Electing Shares); and

                  (y) the rights and obligations of the Company (or, in the
event of a transaction in which the Company is not the surviving Person, such
other Person) and the Holder in respect of Substituted Property shall be as
nearly equivalent as may be practicable to the rights and obligations of the
Company and Holder in respect of Common Stock hereunder.

                  Such written instrument shall provide for adjustments which,
for events subsequent to the effective date of such written instrument, shall
be as nearly equivalent as may be practicable to the adjustments provided for
in this Section 9. The above provisions of this Section 9(e) shall similarly
apply to successive Fundamental Transactions.

                  (f) Adjustment of Warrant Shares. Simultaneously with any
adjustment to the Exercise Price pursuant to paragraphs (a) through (d) of
this Section 9, the number of Warrant Shares that may be purchased upon
exercise of this Warrant shall be increased or decreased proportionately, so
that after such adjustment the aggregate Exercise Price payable hereunder for
the increased or decreased number of Warrant Shares shall be the same as the
aggregate Exercise Price payable for the Warrant Shares immediately prior to
such adjustment.

                  (g) Calculations. All calculations under this Section 9
shall be made to the nearest cent or the nearest 1/100th of a share, as
applicable. The number of shares of Common Stock outstanding at any given time
shall not include shares owned or held by or for the account of the Company,
and the disposition of any such shares shall be considered an issue or sale of
Common Stock.

                  (h) Adjustments. Notwithstanding any provision of this
Section 9, no adjustment of the Exercise Price shall be required if such
adjustment is less than $0.01; provided, however, that any adjustments which
by reason of this Section 9(h) are not required to be made shall be carried
forward and taken into account for purposes of any subsequent adjustment
required to be made hereunder.

                  (i) Notice of Adjustments. Upon the occurrence of each
adjustment pursuant to this Section 9, the Company will promptly deliver to
the Holder a certificate executed by the Company's Chief Financial Officer
setting forth, in reasonable detail, the event requiring such adjustment and
the method by which such adjustment was calculated, the adjusted Exercise
Price and the adjusted number or type of Warrant Shares or other securities
issuable upon exercise of this Warrant (as applicable). The Company will
retain at its office copies of all such certificates and cause the same to be
available for inspection at said office during normal business hours by the
Holder or any prospective purchaser of the Warrant designated by the Holder.

                  (j) Notice of Corporate Events. If the Company (i) declares
a dividend or any other distribution of cash, securities or other property in
respect of its Common Stock, including, without limitation, any granting of
rights or warrants to subscribe for or purchase any capital stock of the
Company or any subsidiary of the Company, (ii) authorizes, approves, enters
into any agreement contemplating, or solicits stockholder approval for, any
Fundamental Transaction or (iii) authorizes the voluntary dissolution,
liquidation or winding up of the affairs of the Company, then the Company
shall deliver to the Holder a notice describing the material terms and
conditions of such transaction at least 15 calendar days prior to the
applicable record or effective date on which a Person would need to hold
Common Stock in order to participate in or vote with respect to such
transaction, and the Company will take all steps reasonably necessary in order
to ensure that the Holder is given the practical opportunity to exercise this
Warrant prior to such time so as to participate in or vote with respect to
such transaction; provided, however, that the failure to deliver such notice
or any defect therein shall not affect the validity of the corporate action
required to be described in such notice.

         10. Fractional Shares. The Company shall not be required to issue or
cause to be issued fractional Warrant Shares on the exercise of this Warrant.
If any fraction of a Warrant Share would, except for the provisions of this
Section 10, be issuable upon exercise of this Warrant, the Company shall make
a cash payment to the Holder equal to (a) such fraction multiplied by (b) the
Market Price on the Exercise Date of one full Warrant Share.

         11. Listing on Securities Exchanges. The Company has listed, and will
use its best efforts to maintain the listing of, the Warrant Shares on Nasdaq.
In furtherance and not in limitation of any other provision of this Warrant,
if the Company at any time shall list any Common Stock on any Eligible Market
other than Nasdaq, the Company will, at its expense, simultaneously list the
Warrant Shares (and use its best efforts to maintain such listing) on such
Eligible Market, upon official notice of issuance following the exercise of
this Warrant; and the Company will so list, register and use its best efforts
to maintain such listing on any Eligible Market any Other Securities, if and
at the time that any securities of like class or similar type shall be listed
on such Eligible Market by the Company.

         12. Remedies. The Company stipulates that the remedies at law of the
Holder of this Warrant in the event of any default or threatened default by
the Company in the performance of or compliance with any of the terms of this
Warrant are not and will not be adequate, and that such terms may be
specifically enforced by a decree for the specific performance of any
agreement contained herein or by an injunction against a violation of any of
the terms hereof or otherwise.

         13. Notices. Any and all notices or other communications or
deliveries hereunder (including without limitation any Exercise Notice) shall
be in writing and shall be mailed by certified mail, return receipt requested,
or by a nationally recognized courier service or delivered (in person or by
facsimile), against receipt to the party to whom such notice or other
communication is to be given. Any notice or other communication given by means
permitted by this Section 13 shall be deemed given at the time of receipt
thereof. The address for such notices or communications shall be as set forth
below:

         If to the Company:         Biopure Corporation
                                    11 Hurley Street
                                    Cambridge, MA  02141

         If to the Holder:          C.E. Unterberg, Towbin
                                    350 Madison Avenue
                                    New York, NY  10017

Or such other address as is provided to such other party in accordance with
this Section 14.

         14. Warrant Agent. The Company shall serve as warrant agent under
this Warrant. Upon 30 days' notice to the Holder, the Company may appoint a
new warrant agent. Any Person into which any new warrant agent may be merged,
any Person resulting from any consolidation to which any new warrant agent
shall be a party or any Person to which any new warrant agent transfers
substantially all of its corporate trust or shareholders services business
shall be a successor warrant agent under this Warrant without any further act.
Any such successor warrant agent shall promptly cause notice of its succession
as warrant agent to be mailed (by first class mail, postage prepaid) to the
Holder at the Holder's last address as shown on the Warrant Register.

         15. Miscellaneous. (a) This Warrant may be assigned by the Holder.
This Warrant may not be assigned by the Company, except to a successor in the
event of a Fundamental Transaction. This Warrant shall be binding on and inure
to the benefit of the parties hereto and their respective successors and
assigns. Subject to the preceding sentence, nothing in this Warrant shall be
construed to give to any Person other than the Company and the Holder any
legal or equitable right, remedy or cause of action under this Warrant. This
Warrant may be amended only in writing signed by the Company and the Holder
and their successors and assigns.

                  (b) The Company will not, by amendment of its governing
documents or through any reorganization, transfer of assets, consolidation,
merger, dissolution, issue or sale of securities or any other voluntary
action, avoid or seek to avoid the observance or performance of any of the
terms of this Warrant, but will at all times in good faith assist in the
carrying out of all such terms and in the taking of all such action as may be
necessary or appropriate in order to protect the rights of the Holder against
impairment. Without limiting the generality of the foregoing, the Company (i)
will not increase the par value of any Warrant Shares above the amount payable
therefor upon exercise thereof, and (ii) will take all such action as may be
reasonably necessary or appropriate in order that the Company may validly and
legally issue fully paid and nonassessable Warrant Shares on the exercise of
this Warrant, free from all taxes, liens, claims and encumbrances and (iii)
will not close its shareholder books or records in any manner which interferes
with the timely exercise of this Warrant.

                  (c) This Warrant shall be governed by and construed and
enforced in accordance with the laws of the State of New York. Each party
hereby irrevocably submits to the exclusive jurisdiction of the state and
Federal courts sitting in the City of New York, Borough of Manhattan, for the
adjudication of any dispute hereunder or in connection herewith or with any
transaction contemplated hereby or discussed herein, and hereby irrevocably
waives, and agrees not to assert in any suit, action or proceeding that it is
not personally subject to the jurisdiction of any such court or that such
suit, action or proceeding is improper. Each party hereby irrevocably waives
personal service of process and consents to process being served in any such
suit, action or proceeding by mailing a copy thereof via registered or
certified mail or overnight delivery (with evidence of delivery) to such party
at the address in effect for notices to it under this Warrant and agrees that
such service shall constitute good and sufficient service of process and
notice thereof. Nothing contained herein shall be deemed to limit in any way
any right to serve process in any manner permitted by law. THE PARTIES HEREBY
WAIVE ALL RIGHTS TO A TRIAL BY JURY.

                  (d) Neither party shall be deemed in default of any
provision of this Warrant, to the extent that performance of its obligations
or attempts to cure a breach hereof are delayed or prevented by any event
reasonably beyond the control of such party, including, without limitation,
war, hostilities, acts of terrorism, revolution, riot, civil commotion,
national emergency, strike, lockout, unavailability of supplies, epidemic,
fire, flood, earthquake, force of nature, explosion, embargo, or any other Act
of God, or any law, proclamation, regulation, ordinance, or other act or order
of any court, government or governmental agency, provided that such party
gives the other party written notice thereof promptly upon discovery thereof
and uses reasonable efforts to cure or mitigate the delay or failure to
perform.

                  (e) The headings herein are for convenience only, do not
constitute a part of this Warrant and shall not be deemed to limit or affect
any of the provisions hereof.

                  (f) In case any one or more of the provisions of this
Warrant shall be deemed invalid or unenforceable in any respect, the validity
and enforceability of the remaining terms and provisions of this Warrant shall
not in any way be affected or impaired thereby and the parties will attempt in
good faith to agree upon a valid and enforceable provision which shall be a
commercially reasonable substitute therefor, and upon so agreeing, shall
incorporate such substitute provision in this Warrant.


                 [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK,
                            SIGNATURE PAGE FOLLOWS]

<PAGE>


                  IN WITNESS WHEREOF, the Company has caused this Warrant to
be duly executed by its authorized officer as of the date first indicated
above.

                                                BIOPURE CORPORATION




                                                By:   _________________________
                                                      Name:
                                                      Title:


<PAGE>


                                  APPENDIX A

                              FORM OF ASSIGNMENT

          (to be completed and signed only upon transfer of Warrant)

                  FOR VALUE RECEIVED, the undersigned hereby sells, assigns
and transfers unto ________________________________________ the right
represented by the within Warrant to purchase _____________ shares of Common
Stock of Biopure Corporation to which the within warrant relates and appoints
__________________________ attorney to transfer said right on the books of
Biopure Corporation with full power of substitution in the premises.


Dated:____________                             _________________________________
                                               (Signature must conform in all
                                               respects to name of Holder as
                                               specified on face of the Warrant)

                                               Address of Transferee:

                                               _________________________________

                                               _________________________________

                                               _________________________________
In the presence of:


_______________________________________



<PAGE>

                                  APPENDIX B

                            FORM OF EXERCISE NOTICE

(To be executed by the Holder to exercise the right to purchase shares of
Common Stock under the foregoing Warrant)

To:      Biopure Corporation

The undersigned is the Holder of Warrant No. [ ] (the "Warrant") issued by
Biopure Corporation, a Delaware corporation (the "Company"). Capitalized terms
used herein and not otherwise defined have the respective meanings set forth
in the Warrant.

1.       The Warrant is currently exercisable to purchase a total of _________
         Warrant Shares.

2.       The undersigned Holder hereby exercises its right to purchase
         _________ Warrant Shares pursuant to the Warrant.

3.       The Holder shall pay the sum of $________ to the Company in accordance
         with the terms of the Warrant.

4.       Pursuant to this exercise, the Company shall deliver to the Holder
         Warrant Shares in accordance with the terms of the Warrant

5.       Following this exercise, the Warrant shall be exercisable to purchase
         a total of __________ Warrant Shares.



Dated: ____________                          Name of Holder:


                                             (Print)____________________________

                                             By:________________________________

                                             Title:_____________________________

                                             (Signature must conform in all
                                             respects to name of Holder as
                                             specified on face of the Warrant)


<PAGE>


                                                               Exhibit 10.1

                          FORM OF PURCHASE AGREEMENT




Biopure Corporation
11 Hurley Street
Cambridge, Massachusetts 02141
Attention:  Chief Executive Officer

Ladies and Gentlemen:

         The undersigned, ______________________________ (the "Investor"),
hereby confirms its agreement with you as follows:

         1. This Purchase Agreement (the "Agreement") is made as of September
__, 2004 between Biopure Corporation, a Delaware corporation (the "Company"),
and the Investor.

         2. The Company has authorized the sale and issuance of up to
25,000,000 shares of Class A common stock of the Company (together with
associated preferred stock purchase rights, the "Shares") and warrants to
purchase up to 12,500,000 additional shares of Class A common stock of the
Company (together with associated preferred stock purchase rights, if any, the
"Warrants," and together with the Shares, the "Securities") in an offering
(the "Offering") that has been registered under the Securities Act of 1933, as
amended, pursuant to the Company's Registration Statement on Form S-3 (No.
333-106288), as amended (the "Registration Statement"). The Warrants are being
offered and issued on the basis of one Warrant to purchase one share of Class
A common stock for each two Shares purchased in the Offering.

         3. On and subject to the terms and conditions hereof, the Investor
agrees to purchase from the Company, and the Company agrees to issue and sell
to the Investor, _________ Shares (the "Purchased Shares") and a Warrant to
purchase _________ additional shares of Class A common stock of the Company
(the "Purchased Warrant" and together with the Purchased Shares, the
"Purchased Securities"), for an aggregate purchase price of $_________ for all
Purchased Securities (the "Aggregate Purchase Price"). The Investor
acknowledges that the Offering of the Securities is not a firm commitment
underwriting and that there is no minimum offering amount. The Company shall
have the sole right to accept offers to purchase Securities and may reject any
offer in whole or in part. The Investor's obligation to purchase the Purchased
Securities, and the Company's obligation to issue and sell the Purchased
Securities, shall be subject to the condition that C. E. Unterberg, Towbin,
LLC (the "Agent") shall not have (a) terminated the Agency Agreement dated
September 10, 2004 between the Company and the Agent (the "Agency Agreement")
pursuant to the terms thereof, or (b) determined that the conditions to
closing set forth in the Agency Agreement have not been satisfied as required
by the Agent in its discretion.

         4. On the terms and subject to the conditions contained herein, the
completion of the purchase and sale of the Securities in the Offering (the
"Closing") shall occur at 10:00 a.m. EST (or as soon thereafter as
practicable), on or about September 15, 2004 (unless another time shall be
agreed to by the Agent and the Company). Upon the terms and subject to the
conditions set forth herein:

                  (a) The Investor shall deliver, or cause to be delivered, no
later than 5:00 p.m. on the date of this Agreement, which in any event shall
(unless otherwise agreed by the Agent and the Company) be a date no later than
the date that is three business days prior to the Closing, the full amount of

                                      1
<PAGE>

the Aggregate Purchase Price by federal wire transfer of same day funds to the
following account of the Agent.

                  ___________________________________
                  ___________________________________
                  ___________________________________
                  ___________________________________
                  ___________________________________
                  ___________________________________
                  ___________________________________

         The Aggregate Purchase Price so delivered to the Agent will be held
in escrow by the Agent until the closing under the Agency Agreement at which
time, upon the terms and subject to the conditions set forth herein, the Agent
is authorized and instructed by the Investor to, and the Investor shall cause
the Agent to, transmit the Aggregate Purchase Price to the Company by federal
wire transfer of same day funds to any account specified by the Company
(subject to alternative written instruction from the Company as described
below) in exchange for the Purchased Securities.

         The Agent shall have no rights in the escrowed funds, except to the
extent that the Company instructs the Agent in writing to apply to any such
funds to fees and expenses owed by the Company to the Agent, and in such case,
only after the Closing has occurred. The Company and the Investor agree to
indemnify and hold the Agent harmless from and against any losses, costs,
damages and claims (including, without limitation, court costs and reasonable
attorneys fees) to the extent arising in respect of its escrow of funds
hereunder, except for such losses resulting from the Agent's willful
misconduct or gross negligence. In no event will the Agent be liable for any
special, indirect or consequential losses or damage of any kind.

                  (b) At the Closing, against payment to it of the Aggregate
Purchase Price by federal wire transfer of same day funds, upon the terms and
subject to the conditions set forth herein,, the Company shall (I) cause its
transfer agent and registrar, the American Stock Transfer & Trust Company (the
"Transfer Agent"), to issue and deliver to the Investor, the Purchased Shares,
by electronic delivery of the Purchased Shares through the Deposit Withdrawal
At Custodian ("DWAC") system of the Depository Trust Company ("DTC") to the
DTC participant's account number set forth on the signature page hereof, and
(II) deliver to the Investor the Purchased Warrant, by delivery to the Agent
for subsequent delivery to the Investor of a warrant agreement of the Company
issued in the name of the Investor, evidencing the Purchased Warrant.

         5. The Company's obligation to issue and deliver the Purchased
Securities to the Investor will be subject to the following conditions, any
one or more of which may be waived by the Company: (i) the delivery of the
Aggregate Purchase Price to the Company as set forth in Section 4(a); and (ii)
the accuracy of the representations and warranties made by the Investor herein
and the fulfillment by the Investor of its undertakings herein.

         6. The Investor represents that:

                  (a) The Investor is purchasing the Purchased Securities for
its own account.

                  (b) The Investor is not a director, officer, employee or
consultant of the Company or any of its affiliates, or an affiliate of any
such director, officer, employee or consultant.

                                      2
<PAGE>

                  (c) Except as set forth below, the Investor has had no
position, office or other material relationship within the past three years
with the Company or any of its affiliates, and it has no direct or indirect
affiliation or association with the Company or any NASD member as of the date
hereof:

                  exceptions, if any: ______________________________________

                                      ______________________________________

                                     (continue on additional sheet if necessary)

                  (d) Assuming that there are 48,573,521 shares of the
Company's Class A common stock outstanding immediately prior to the Closing,
the Investor does not and, immediately following the Closing hereunder, will
not, together with its "affiliates" and "associates" as such terms are defined
in Rule 12b-2 of the General Rules and Regulations under the Securities
Exchange Act of 1934, as amended, beneficially own 20% or more of the
Company's outstanding Class A common stock.

                  (e) Assuming that there are 48,573,521 shares of the
Company's Class A common stock outstanding immediately prior to the Closing,
the Investor is not and, immediately following the Closing hereunder, will not
be an Acquiring Person (as defined in the Rights Agreement dated as of
September 24, 1999 between the Company and American Stock Transfer & Trust
Company, as rights agent).

                  (f) The Investor has full right, power, authority and
capacity to enter into this Agreement and to consummate the transactions
contemplated hereby and has taken all necessary action to authorize the
execution, delivery and performance of this Agreement. This Agreement
constitutes a valid and binding obligation of the Investor enforceable against
the Investor in accordance with its terms.

                  (g) Within the past 10 trading days the Investor has not
engaged, and through the date of the Closing it will not engage, in any short
selling of the Company's securities, or established or increased any "put
equivalent position" as defined in Rule 16(a)-1(h) under the Securities
Exchange Act of 1934, as amended, with respect to the Company's securities.

The representations, warranties and agreements of the Investor in this Section
shall survive the execution of this Agreement, the delivery to the Investor of
the Purchased Securities and the payment therefor.

         7. The Investor hereby confirms receipt of the Prospectus Supplement
dated September 10, 2004 and the Prospectus dated July 3, 2003 (collectively,
the "Prospectus") of the Company distributed by e-mail to the Investor
together with this Agreement. The Investor confirms that it had consented to
electronic delivery of the Prospectus and this Agreement and confirms that it
had full access to the Prospectus and was fully able to read, review, download
and print the Prospectus.

         8. The Investor, if outside the United States, agrees that it will
comply with all applicable laws and regulations in each foreign jurisdiction
in which it purchases, offers, sells or delivers Securities or has in its
possession or distributes any offering material, in all cases at its own
expense.

         9. The Investor understands that nothing in the Prospectus, this
Purchase Agreement or any other materials presented to the Investor in
connection with the purchase and sale of the Securities constitutes legal, tax
or investment advise. The Investor has consulted such legal, tax and
investment advisors as it, in its sole discretion, has deemed necessary or
appropriate in connection with its purchase of Securities.

                                      3
<PAGE>

         10. This Agreement shall be governed by, and construed in accordance
with, the internal laws of the State of New York, without giving effect to the
principles of conflicts of law.

         11. Each of the Investor and the Company expressly agrees that the
Agent is a third-party beneficiary with respect to the Agreement and that,
notwithstanding anything to the contrary herein, the provisions of the last
paragraph of Section 4(a) hereunder may not be modified or waived without its
prior written consent.

         12. This Agreement may be executed in two or more counterparts, each
of which shall constitute an original, but all of which, when taken together,
shall constitute but one instrument, and shall become effective when one or
more counterparts have been signed by each party hereto and delivered to the
other parties.

         13. This Agreement may not be modified or amended except pursuant to
an instrument in writing signed by the Company and the Investor. In case any
provision contained in this Agreement should be invalid, illegal or
unenforceable in any respect, the validity, legality and enforceability of the
remaining provisions contained herein shall not in any way be affected or
impaired thereby.

                                      4
<PAGE>


Please confirm that the foregoing correctly sets forth the agreement between
us by signing in the space provided below for that purpose.

<TABLE>
<CAPTION>

<S>                                                      <C>

                                                           INVESTOR

                                                           Name:_______________________________
                                                                (print exact name of Investor)

                                                           By:_________________________________
                                                                       (signature)
                                                           Name of Signatory:
                                                           Title of Signatory:

                                                           Investor Contact Information:

                                                           Address:

                                                           ____________________________________

                                                           ____________________________________

                                                           ____________________________________

                                                           Tax ID No.: ________________________

                                                           Contact Name: ______________________

                                                           Contact Fax Number: ________________

                                                           Contact Email: _____________________

                                                           Contact Telephone Number: __________
Investor Instructions:

Purchased Shares:  DTC participant's name in which         Purchased Warrant:  Name in which
book-entry should be made (if different from               warrant should be issued (if different
Investor name):                                            from Investor name):
                                                           ________________________________

_________________________________                          Instructions for delivery of Warrant
                                                           via first-class registered mail:
Broker: _________________________
                                                           ____________________________________
Broker Contact Name: ____________
                                                           ____________________________________
Broker Phone Number: ____________
                                                           ____________________________________
Broker Fax: _____________________

Broker Email: ___________________

DTC Account Number: _____________
</TABLE>

                                      5
<PAGE>


AGREED AND ACCEPTED:


BIOPURE CORPORATION


By: ______________________________
Name:
Title:
[{"type": "8-K", "sequence": "1", "filename": "bio9_108k.txt", "description": "8-K", "secsgml_size_bytes": 207425}]
{"company-data": {"conformed-name": "BIOPURE CORP", "cik": "0000815508", "assigned-sic": "2836", "irs-number": "042836871", "state-of-incorporation": "DE", "fiscal-year-end": "1031"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-15167", "film-number": "041024022"}, "business-address": {"street1": "11 HURLEY ST", "city": "CAMBRIDGE", "state": "MA", "zip": "02141", "phone": "6172346500"}, "mail-address": {"street1": "11 HURLEY STREET", "city": "CAMBRIDGE", "state": "MA", "zip": "02141"}}
UNITED STATES
                      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

                              September 10, 2004
                  ------------------------------------------
                       (Date of earliest event reported)
                  ------------------------------------------

                              BIOPURE CORPORATION
                             ---------------------
              (Exact Name of Registrant as Specified in Charter)

            Delaware                      011-15167               04-2836871
--------------------------------    ---------------------    ------------------
(State or other Jurisdiction of     (Commission File No.)      (IRS Employer
         Incorporation)                                      Identification No.)

               11 Hurley Street, Cambridge, Massachusetts 02141
         -----------------------------------------------------------
         (Address of principal executive offices, including zip code)

                                (617) 234-6500
      ------------------------------------------------------------------
             (Registrant's telephone number, including area code)

       ----------------------------------------------------------------
         (Former Name or Former Address, if Changed Since Last Report)

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:

| |  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))
Item 8.01.  Other Events.

        Concurrently with filing this current report on Form 8-K, Biopure
Corporation is filing a prospectus supplement to its existing shelf
registration statement on Form S-3 (File No. 333-106288) in connection with a
"best efforts" public offering by the Company of shares of its Class A common
stock and warrants to purchase additional shares of its Class A common stock.
The Company has executed an agency agreement, dated as of September 10, 2004,
with C.E. Unterberg, Towbin, LLC, its agent for this best efforts offering.

         The purpose of this report is to file as exhibits, in connection with
this best efforts offering, the agency agreement by and between the Company
and its agent for the offering and the forms of agent's warrant, investor
warrant and investor purchase agreement.

Item 9.01.  Financial Statements and Exhibits.

(c) Exhibits:

         1.1      Agency Agreement, dated as of September 10, 2004, between
                  Biopure Corporation and C.E. Unterberg, Towbin, LLC

         4.1      Form of Agent's Warrant

         4.2      Form of Investor Warrant

         10.1     Form of Investor Purchase Agreement
SIGNATURE

         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.

                                                   BIOPURE CORPORATION

Date:  September 10, 2004                          By:  /s/ Francis H. Murphy
                                                       ------------------------
                                                        Francis H. Murphy
                                                        Chief Financial Officer
INDEX TO EXHIBITS

     Exhibit Number                            Description of Exhibit
     --------------                            ----------------------
          1.1                       Agency Agreement, dated as of September 10,
                                    2004, between Biopure Corporation
                                    and C.E. Unterberg, Towbin, LLC
          4.1                       Form of Agent's Warrant
          4.2                       Form of Investor Warrant
          10.1                      Form of Investor Purchase Agreement
Exhibit 1.1

                              BIOPURE CORPORATION

                            Up to 25,000,000 Shares

                                 Common Stock
                               ($0.01 Par Value)

                 Warrants to Purchase Up to 12,500,000 Shares

                                 Common Stock
                               ($0.01 Par Value)

                               AGENCY AGREEMENT

September 10, 2004
AGENCY AGREEMENT

                                                          September 10, 2004
C.E. Unterberg, Towbin, LLC, as Agent
350 Madison Avenue
New York, NY 10017

Ladies and Gentlemen:

         Biopure Corporation, a Delaware corporation (the "Company"),
proposes, upon the terms and subject to the conditions set forth in this
Agreement (together with the exhibits attached hereto (the "Agreement") to
offer for sale to the public pursuant to a "best efforts" underwritten
offering (the "Offering") up to 25,000,000 shares of Class A Common Stock,
$.01 par value per share (the "Common Stock"), of the Company, each with one
associated preferred stock purchase (a "Right") as described in the Rights
Agreement defined below (such 25,000,000 shares of Common Stock together with
such Rights, the "Shares"), and warrants to purchase up to an aggregate of
12,500,000 shares of Common Stock (to the extent the Rights Agreement is in
effect on the date of exercise of such Warrant, each such share with one
associated Right) (the "Warrants" and, together with the Shares, the
"Securities"), which Warrants will be offered and issued on the basis of one
Warrant to purchase one share of Common Stock for each two Shares purchased in
the Offering. In connection with the Offering, the Company desires to engage
C.E. Unterberg, Towbin, LLC as its exclusive agent (the "Agent") to offer the
Securities to the public on a reasonable "best efforts" basis, upon the terms
and subject to the conditions set forth in this Agreement. The Securities and
the Offering are described in the Prospectus that is referred to below.

         The Company has prepared and filed, in accordance with the provisions
of the Securities Act of 1933, as amended, and the rules and regulations
thereunder (collectively, the "Act"), with the Securities and Exchange
Commission (the "Commission") a registration statement under the Act on Form
S-3 (File No. 333-106288) filed with the Commission on June 19, 2003, and
amendment No. 1 to such registration statement filed with the Commission on
July 2, 2003 (such registration statement as amended or supplemented (other
than supplements relating to offerings of securities other than the Offering)
from time to time, the "registration statement"). The registration statement
has been declared by the Commission to be effective under the Act. The Company
will file with the Commission pursuant to Rule 424(b) under the Act a final
prospectus supplement to the Basic Prospectus (as defined below), describing
the Securities and the offering thereof, in such form as has been provided to
or discussed with, and approved, by the Agent.

         The term "Registration Statement" as used in this Agreement means the
registration statement, at the time it became effective and as supplemented
(other than supplements relating to offerings of securities other than the
Offering) or amended, including (i) all financial schedules and exhibits
thereto, and (ii) all documents incorporated by reference or deemed to be
incorporated by reference therein, which schedules, exhibits and documents
have been filed with the Commission pursuant to its Electronic Data Gathering
Analysis and Retrieval System ("EDGAR"). The term "Basic Prospectus" as used
in this Agreement means the basic prospectus dated July 3, 2003 filed with the
Commission under Rule 424(b)(3) on July 3, 2003 for use in connection with the
offer and/or sale of the Securities pursuant to this Agreement. "Preliminary
Prospectus Supplement" shall mean any preliminary prospectus supplement to the
Basic Prospectus which describes the Securities and the Offering and is used
prior to filing of the Prospectus Supplement, together with the Basic
Prospectus. The term "Prospectus Supplement" as used in this Agreement means
any final prospectus supplement specifically relating to the Securities, in
the form filed with, or transmitted for filing to, the Commission pursuant to
Rule 424 under the Act. The term "Prospectus" as used in this Agreement means
the Basic Prospectus as supplemented by the Prospectus Supplement except that
if such Basic Prospectus is amended or supplemented (other than supplements
relating to offerings of securities other than the Offering) on or prior to
the date on which the Prospectus Supplement was first filed pursuant to Rule
424, the term "Prospectus" shall refer to the Basic Prospectus as so amended
or supplemented and as supplemented by the Prospectus Supplement. Any
reference herein to the registration statement, the Registration Statement,
the Basic Prospectus, any Preliminary Prospectus Supplement, any Prospectus
Supplement or the Prospectus shall be deemed to refer to and include (i) the
documents incorporated by reference therein pursuant to Form S-3 (the
"Incorporated Documents") and (ii) the copy of the Registration Statement, the
Basic Prospectus, the Prospectus Supplement, the Prospectus or the
Incorporated Documents filed with the Commission pursuant to EDGAR. Any
reference herein to the terms "amend," "amendment" or "supplement" with
respect to the Registration Statement, the Basic Prospectus, the Preliminary
Prospectus Supplement, the Prospectus Supplement or the Prospectus shall be
deemed to refer to and include the filing of any document under the Securities
Exchange Act of 1934, as amended, and the rules and regulations thereunder
(collectively, the "Exchange Act") after the effective date of the
Registration Statement, or the date of the Basic Prospectus, the Preliminary
Prospectus Supplement or the Prospectus Supplement, as the case may be, deemed
to be incorporated therein by reference. As used herein, "business day" shall
mean a day on which the New York Stock Exchange is open for trading.

         The Company hereby confirms its agreement with the Agent as follows:

         1. Agreement to Act as Agent. Upon the basis of the representations
and warranties of the Company and subject to the terms and conditions set
forth in this Agreement and in the letter agreement dated August 4, 2004
between the Company and the Agent (the "Engagement Letter"), the Company
engages the Agent to act as its exclusive agent, on a reasonable "best
efforts" basis, in connection with the offer and sale by the Company of the
Securities. As compensation for services rendered, at the time of purchase (as
defined below), the Company shall pay to the Agent by Federal Funds wire
transfer to an account or accounts designated by the Agent, an amount equal to
6.5% of the gross proceeds received by the Company from the sale of the
Securities in the Offering. In addition, at the time of purchase (as defined
below) the Company will issue to the Agent a warrant (the "Agent's Warrant"),
in the form of Exhibit A attached hereto, to purchase up to the number of
shares of Common Stock (and associated Rights) equal to three percent (3%) of
the aggregate number of Shares sold to Purchasers (as defined below) in the
Offering. The shares of Common Stock (and associated Rights) issuable to the
Agent upon exercise of the Agent's Warrant are referred to herein as the
"Warrant Stock." The Securities are being offered and sold at a price of $0.78
for two Shares and one Warrant to purchase one share of Common Stock.

         This Agreement shall not give rise to any commitment by the Agent or
any of its affiliates to underwrite or purchase any of the Securities or
otherwise provide any financing. Subscription for Securities shall be
evidenced by, and the sale of such Securities shall be made pursuant to,
purchase agreements in substantially the form included as Exhibit B hereto
duly executed by each purchaser of the Securities and the Company (the
"Purchase Agreements"). Persons who agree to purchase Securities pursuant to
the Purchase Agreements that are accepted by the Company are hereinafter
referred to as the "Purchasers."

         2. Payment and Delivery. Subject to the terms and conditions hereof
and of the Purchase Agreements, payment of the purchase price for, and
delivery of certificates for, the Securities for which the Company has
received Purchase Agreements acceptable to the Company shall be made at the
office of Ropes & Gray LLP, One International Place, Boston, Massachusetts (or
at such other place as shall be agreed upon by the Agent and the Company), at
10:00 A.M., New York City time, on or about September 15, 2004 (unless another
time shall be agreed to by the Agent and the Company). Subject to the terms
and conditions hereof and of the Purchase Agreements, payment of the purchase
price for the Securities purchased by a Purchaser shall be made to the Company
at the time of purchase by such Purchaser directly (or indirectly from the
escrow account maintained by the Agent) by Federal Funds wire transfer of same
day funds, against delivery of certificates for the Shares, through the
facilities of The Depository Trust Company ("DTC") and delivery of the Warrant
Agreements (as defined below) to the Agent for subsequent delivery to such
Purchaser, and such Securities shall be registered in such name or names and
shall be in such denominations, as the Purchaser thereof may request at least
one business day before the time of purchase (as defined below). The Agent
agrees to hold the purchase price delivered to it by persons who agree to
purchase Securities in escrow as contemplated by the form of purchase
agreement included as Exhibit B hereto. Subject to the terms and conditions
hereof and of the Purchase Agreements, at the time of purchase the Agent shall
deliver to the Company by Federal Funds wire transfer of same day funds the
purchase price for any such Securities payable to the Company that has been
deposited in the escrow account by the Purchasers, against delivery of such
Securities to the Purchasers. The time at which such payment and delivery are
made is hereinafter sometimes called "the time of purchase" and the date upon
which the time of purchase occurs is hereinafter sometimes called the "Closing
Date." The Agent will, upon request of the Company, confirm to the Company the
aggregate amount of funds delivered to it in escrow by persons who have
executed and delivered a Purchase Agreement. The Agent shall, promptly
following the time of purchase, deliver to the Purchasers any Purchased
Warrants received by it from the Company in accordance with the instructions
set forth on the signature page of the applicable Purchase Agreement.

         Deliveries of the documents described in Section 5 hereof with
respect to the purchase of the Securities shall be made at the offices of
Ropes & Gray LLP, One International Place, Boston, Massachusetts at 10:00
A.M., New York City time, on the date of the closing of the purchase of the
Securities.

         3. Representations and Warranties of the Company. The Company
represents, warrants and covenants to and agrees with the Agent that:

              (a) the Registration Statement was declared effective under the
         Act on July 3, 2003; no stop order of the Commission preventing or
         suspending the use of the Basic Prospectus, the Preliminary
         Prospectus Supplement, the Prospectus Supplement or the Prospectus or
         the effectiveness of the Registration Statement has been issued and
         no proceedings for such purpose have been instituted or, to the
         Company's knowledge, are threatened by the Commission; the Company is
         eligible to use Form S-3 for the Offering; such Registration
         Statement at the date of this Agreement meets, and the Offering
         complies with, the requirements of Rule 415 under the Act. The
         Registration Statement complied when it became effective, complies,
         and will comply at the time of purchase, and the Prospectus conformed
         as of its date, conforms, and will conform at the time of purchase,
         in each case in all material respects with the requirements of the
         Act; any statutes, regulations, contracts or other documents that are
         required to be described in the Registration Statement or the
         Prospectus or to be filed as exhibits to the Registration Statement
         have been and will be so described or filed; there are no documents
         required to be filed with the Commission in connection with the
         transaction contemplated hereby that have not been filed as required
         pursuant to the Act or will not be filed within the requisite time
         period; and the Registration Statement did not at the time of
         effectiveness, does not and will not at the time of purchase contain
         an untrue statement of a material fact or omit to state a material
         fact required to be stated therein or necessary to make the
         statements therein not misleading, and the Prospectus did not as of
         its date, does not and will not at the time of purchase contain an
         untrue statement of a material fact or omit to state a material fact
         required to be stated therein or necessary to make the statements
         therein, in light of the circumstances under which they were made,
         not misleading; provided, however, that the Company makes no warranty
         or representation with respect to any statement contained in the
         Registration Statement or the Prospectus in reliance upon and in
         conformity with information concerning the Agent and furnished in
         writing by or on behalf of the Agent to the Company expressly for use
         in the Registration Statement or the Prospectus; the Company has not
         distributed and will not distribute any offering material in
         connection with the offering or sale of the Securities other than the
         Registration Statement, the then most recent Preliminary Prospectus
         Supplement or Prospectus Supplement, as applicable, the Basic
         Prospectus and the Prospectus; the Company has timely filed all
         reports required of it to be filed pursuant to the Act and the
         Exchange Act and has filed all such reports in the manner prescribed
         thereby; the Incorporated Documents, when they were filed with the
         Commission, conformed in all material respects to the requirements of
         the Exchange Act and the applicable rules and regulations of the
         Commission thereunder, and none of such documents, when they were
         filed with the Commission, contained any untrue statement of a
         material fact or omitted to state a material fact necessary to make
         the statements, in light of the circumstances under which they were
         made, therein not misleading; and any further documents so filed and
         incorporated by reference in the Basic Prospectus or Prospectus
         Supplement, when such documents are filed with the Commission, will
         comply in all material respects with the requirements of the Exchange
         Act and the applicable rules and regulations of the Commission
         thereunder, as applicable, and will not contain any untrue statement
         of a material fact or omit to state a material fact necessary to make
         the statements therein, in light of the circumstances under which
         they were made, not misleading;

              (b) as of the date of the Prospectus Supplement the Company has,
         and as of the time of purchase the Company shall have, an authorized
         capitalization as set forth in the Prospectus under the caption
         "Description of Capital Stock"; all of the issued and outstanding
         shares of capital stock, including the Common Stock, of the Company
         have been duly authorized and validly issued and are fully paid and
         non-assessable, have been issued in compliance with all federal and
         state securities laws and were not issued in violation of any
         preemptive right, resale right, right of first refusal or similar
         right;

              (c) as of August 25, 2004 there were 48,573,521 shares of Common
         Stock outstanding and the Company had reserved an aggregate of
         11,896,105 shares of Common Stock for issuance upon exercise of
         outstanding stock options and warrants and for conversion of the
         Company's outstanding Class B common stock, in each case as described
         in the Prospectus; since August 25, 2004, the Company has not issued
         any securities other than Common Stock of the Company pursuant to the
         exercise of previously outstanding options in connection with the
         Company's employee stock purchase and option plans (the "Plans"),
         options granted pursuant to the Plans in the ordinary course of
         business consistent with past practice and Common Stock issued
         pursuant to the exercise of previously outstanding warrants, in each
         case as disclosed in the Prospectus; there are no authorized or
         outstanding options, warrants, preemptive rights, resale rights,
         rights of first refusal or other rights to purchase, or equity or
         debt securities convertible into or exchangeable or exercisable for,
         any capital stock or other securities of the Company other than
         pursuant to the Purchase Agreements and this Agreement and those
         described in the Prospectus; the description of the Company's stock
         option, stock bonus and other stock plans or arrangements, and the
         options, warrants or other rights granted thereunder, set forth in
         the Registration Statement and the Prospectus accurately and fairly
         presents the information required by the Act to be disclosed therein
         with respect to such plans, arrangements, options and rights; the
         Rights are not now and never have been transferable separately from
         the shares of Common Stock or exercisable; no person, including any
         of the Company's stockholders at the time of the issuance of the
         Rights, has to the knowledge of the Company at any time been an
         Acquiring Person and no Distribution Date or Shares Acquisition Date
         has occurred or been proposed; the execution of this Agreement and
         the Agent's Warrant and the completion of the transactions
         contemplated hereby and thereby, including the acquisition of the
         Securities, the Agent's Warrant or the Warrant Stock will not cause:
         (i) to the knowledge of the Company, assuming the accuracy of the
         representations and warranties of the Purchasers made in the Purchase
         Agreements, any Purchaser or the Agent to become an Acquiring Person,
         or (ii) a Distribution Date or a Shares Acquisition Date to occur;
         the Rights Agreement dated as of September 24, 1999 between the
         Company and American Stock Transfer & Trust Company, as rights agent,
         (the "Rights Agreement") was duly authorized, executed and delivered
         by the Company effective as of September 24, 1999; there have been no
         amendments to the Rights Agreement; as used in this section the
         following terms have the meanings given to them in the Rights
         Agreement: "Acquiring Person", "Distribution Date" and "Shares
         Acquisition Date";

              (d) the Company has been duly incorporated and is validly
         existing as a corporation in good standing under the laws of the
         State of Delaware, with full corporate power and ; to own,
         lease and operate its properties and conduct its business as
         described in the Registration Statement and the Prospectus, to
         execute and deliver this Agreement and to issue, sell and deliver the
         Securities as contemplated herein; no governmental proceeding has
         been instituted in the State of Delaware revoking, limiting or
         curtailing, or seeking to revoke, limit or curtail, such power and
         authority;

              (e) the Company is duly qualified to do business as a foreign
         corporation and is in good standing in each jurisdiction where the
         ownership or leasing of its properties or the conduct of its business
         requires such qualification, except where the failure to be so
         qualified and in good standing would not, individually or in the
         aggregate, have a material adverse effect on the business,
         properties, management, condition, financial or otherwise,
         operations, prospects or results of operation of the Company and the
         Subsidiaries (as hereinafter defined) taken as a whole (a "Material
         Adverse Effect"); no governmental proceeding has been instituted in
         any such jurisdiction, revoking, limiting or curtailing, or seeking
         to revoke, limit or curtail, such qualification, except for such
         proceedings as would not, individually or in the aggregate, have a
         Material Adverse Effect;

              (f) the Company has no subsidiaries (as defined in the Act)
         other than NeuroBlok, Inc. ("NeuroBlok"), DeNovo Technologies Corp.,
         Biopure Netherlands BV, Biopure South Africa, Ltd., Biopure Overseas
         Holding Company and Reperfusion Systems, Inc. (collectively, the
         "Subsidiaries"), it being acknowledged for the avoidance of doubt
         that Eleven Hurley Street Associates is not such a subsidiary; except
         as disclosed in the Registration Statement or the Prospectus, the
         Company owns all of the issued and outstanding capital stock of each
         of the Subsidiaries other than NeuroBlok; none of the subsidiaries is
         a "significant subsidiary" within the meaning of rule 1-02(w) of
         Regulation S-X or is otherwise material to the business or operations
         of the Company; the Company owns shares of NeuroBlok capital stock
         representing not less than 60% of NeuroBlok's issued and outstanding
         shares of capital stock and not less than 60% of the voting power of
         NeuroBlok's issued and outstanding capital stock; other than the
         capital stock of the Subsidiaries and except as disclosed in the
         Registration Statement or the Prospectus, the Company does not own,
         directly or indirectly, any shares of stock or any other equity or
         long-term debt securities of any corporation or have any equity
         interest in any firm, partnership, joint venture, association or
         other entity; complete and correct copies of the certificate of
         incorporation and the bylaws of the Company and the Subsidiaries and
         all amendments thereto have been delivered to the Agent, and no
         changes therein will be made subsequent to the date hereof and prior
         to the time of purchase; each Subsidiary has been duly incorporated
         and is validly existing as a corporation in good standing under the
         laws of the jurisdiction of its incorporation, with full corporate
         power and authority to own, lease and operate its properties and to
         conduct its business as described in the Registration Statement or
         the Prospectus; each Subsidiary is duly qualified to do business as a
         foreign corporation and is in good standing in each jurisdiction
         where the ownership or leasing of its properties or the conduct of
         its business requires such qualification, except where the failure to
         be so qualified and in good standing would not, individually or in
         the aggregate, have a Material Adverse Effect; no proceeding has been
         instituted in any such jurisdiction, revoking, limiting or
         curtailing, or seeking to revoke, limit or curtail, such power and
         authority or qualification, except for any such proceedings as would
         not, individually or in the aggregate, have a Material Adverse
         Effect; all of the outstanding shares of capital stock of each of the
         Subsidiaries held by the Company have been duly authorized and
         validly issued, are fully paid and non-assessable and are owned by
         the Company subject to no security interest, other encumbrance or
         adverse claims except as disclosed in the Registration Statement or
         the Prospectus, and no options, warrants or other rights to purchase,
         agreements or other obligations to issue or other rights to convert
         any obligation into shares of capital stock or ownership interests in
         the Subsidiaries are outstanding except as disclosed in the
         Registration Statement or the Prospectus;

              (g) [INTENTIONALLY OMITTED]

              (h) the Shares and the Warrants have been duly and validly
         authorized by the Company and, when the Shares are issued and
         delivered against payment therefor as provided herein and when the
         shares of Common Stock issuable upon exercise of the Warrants are
         issued in accordance with the terms of the Warrants, the Shares and
         the shares of Common Stock issuable upon exercise of the Warrants,
         respectively, will be duly and validly issued, fully paid and
         non-assessable and will not be issued in violation of statutory and
         contractual preemptive rights, resale rights, rights of first refusal
         and similar rights; the Agent's Warrant has been duly and validly
         authorized by the Company and upon delivery to the Agent at the time
         of purchase will be duly issued and will constitute a legal, valid
         and binding obligation of the Company, enforceable against the
         Company in accordance with its terms. The Warrant Stock has been duly
         authorized and reserved for issuance upon the exercise of the Agent's
         Warrant and when issued upon payment of the exercise price therefor
         will be validly issued, fully paid and nonassessable;

              (i) the Common Stock (including the Shares) conforms in all
         material respects to the description thereof contained in the
         Registration Statement or the Prospectus, the certificates for the
         Shares are in due and proper form and the holders of the Shares will
         not be subject to personal liability under Delaware corporate law by
         reason of being such holders;

              (j) this Agreement has been duly authorized, executed and
         delivered by the Company;

              (k) except as disclosed in the Registration Statement or the
         Prospectus, neither the Company nor any of the Subsidiaries is in
         breach or violation of or in default under (nor has any event
         occurred which with notice, lapse of time or both would result in any
         breach or violation of, constitute a default under or give the holder
         of any indebtedness (or a person acting on such holder's behalf) the
         right to require the repurchase, redemption or repayment of all or a
         part of such indebtedness under) (i) its respective certificate of
         incorporation or bylaws, (ii) any law, order, rule, regulation, writ,
         injunction, judgment or decree of any court, government or
         governmental agency or body, domestic or foreign, having jurisdiction
         over the Company or any of its Subsidiaries or over their respective
         properties, or (iii) any indenture, mortgage, deed of trust, bank
         loan or credit agreement or other evidence of indebtedness, or any
         license, lease, contract or other agreement or instrument to which
         the Company or any of the Subsidiaries is a party or by which any of
         them or any of their properties is bound, except in the case of
         clause (ii) and (iii) above where such breach, violation or default
         would not, individually or in the aggregate, have a Material Adverse
         Effect and in the case of clause (i) above for such breaches,
         violations or defaults with respect to the certificate of
         incorporation or bylaws of Subsidiaries of the Company as would not,
         individually or in the aggregate, have a Material Adverse Effect;

              (l) the execution, delivery and performance of this Agreement
         and the Agent's Warrant, and the consummation of the transactions
         contemplated hereby and thereby, including the issuance and sale of
         the Securities, the Agent's Warrant and the Warrant Stock will not
         conflict with, result in any breach or violation of or constitute a
         default under (nor constitute any event which with notice, lapse of
         time or both would result in any breach or violation of or constitute
         a default under or give the holder of any indebtedness (or a person
         acting on such holder's behalf) the right to require the repurchase,
         redemption or repayment of all or a part of such indebtedness under)
         (i) the certificate of incorporation or bylaws of the Company or any
         of the Subsidiaries, (ii) any indenture, mortgage, deed of trust,
         bank loan or credit agreement or other evidence of indebtedness, or
         any license, lease, contract or other agreement or instrument to
         which the Company or any of the Subsidiaries is a party or by which
         any of them or any of their respective properties is bound, or (iii)
         any federal, state, local or foreign statute, law, regulation or rule
         or any decree, judgment or order applicable to the Company or any of
         the Subsidiaries or any of their respect properties, except where
         such breach, violation or default would not, individually or in the
         aggregate, have a Material Adverse Effect;

              (m) the Common Stock (including the Shares) is registered under
         the Exchange Act and the outstanding shares of Common Stock of the
         Company are quoted on The Nasdaq Stock Market ("Nasdaq") and the
         Company has taken no action designed to, or likely to have the effect
         of terminating the registration of the Common Stock under the
         Exchange Act or delisting or suspending from trading the Shares from
         Nasdaq, nor has the Company received any information suggesting that
         the Commission or (except as disclosed in the Prospectus) Nasdaq is
         contemplating terminating or suspending such registration or listing.
         All of the shares of Common Stock included in, or issuable upon
         exercise or conversion of, the Securities and the Agent's Warrant
         were described in a "Notification Form for Listing of Additional
         Shares" filed with Nasdaq. The Company has complied with the
         requirements of Rule 4350(i)(2) of the Nasdaq Marketplace Rules in
         connection with the Offering;

              (n) no approval, authorization, consent or order of or filing
         with any federal, state, local or foreign governmental or regulatory
         commission, board, body, authority or agency or of or with Nasdaq, or
         approval of the shareholders of the Company, is required in
         connection with the issuance and sale of the Securities or the
         consummation by the Company of the transactions contemplated hereby
         other than registration under the Act of the offer and sale of the
         Securities and filings with Nasdaq, each of which has been effected,
         and any necessary qualification under the securities or blue sky laws
         of the various jurisdictions in which Securities are being offered or
         under the rules and regulations of the National Association of
         Securities Dealers, Inc.;

              (o) except as disclosed in the Registration Statement or the
         Prospectus, (i) no person has the right, contractual or otherwise, to
         cause the Company to issue or sell to it any shares of Common Stock
         or shares of any other capital stock or other equity interests of the
         Company, and (ii) except as provided herein or in the Engagement
         Letter, no person has the right to act as an underwriter, placement
         agent or financial advisor to the Company in connection with the
         offer and sale of the Securities, in the case of each of the
         foregoing clauses (i), (ii) and (iii), whether as a result of the
         filing or effectiveness of the Registration Statement or the sale of
         the Securities as contemplated thereby or otherwise; except as
         disclosed in the Registration Statement or the Prospectus, and except
         for shares of Common Stock underlying warrants previously issued to
         placement agents and entitling such placement agents to purchase an
         aggregate of 59,000 shares of Common Stock at exercise prices in
         excess of $3.00 per share of Common Stock, none of which warrants
         have been exercised as of the date hereof, no person has the right,
         contractual or otherwise, to cause the Company to register under the
         Act any shares of Common Stock or shares of any other capital stock
         or other securities of the Company, or to include any such shares or
         interests in the Registration Statement or the Offering, whether as a
         result of the filing or effectiveness of the Registration Statement
         or the sale of the Securities as contemplated thereby or otherwise;

              (p) each of the Company and the Subsidiaries has all necessary
         licenses, authorizations, consents and approvals and has made all
         necessary filings required under any federal, state, local or foreign
         law, regulation or rule, in order to conduct its respective business
         as currently conducted and has conducted such business in accordance
         with such laws, regulations and rules, except where the failure to
         have such licenses, authorizations, consents and approvals or the
         failure to conduct business in accordance with such laws, rules and
         regulations would not, individually or in the aggregate, have a
         Material Adverse Effect; neither the Company nor any of the
         Subsidiaries is in violation of, or in default under, or has received
         notice of any proceedings relating to revocation or modification of,
         any such license, authorization, consent or approval or any federal,
         state, local or foreign law, regulation or rule or any decree, order
         or judgment applicable to the Company or any of such Subsidiaries,
         except where such violation, default, revocation or modification
         would not, individually or in the aggregate, have a Material Adverse
         Effect;

              (q) all legal or governmental proceedings, affiliate
         transactions, contracts, licenses, agreements, leases or documents of
         a character required to be described in the Registration Statement or
         the Prospectus or to be filed as an exhibit to the Registration
         Statement have been so described or filed as required;

              (r) except as disclosed in the Registration Statement or the
         Prospectus, there are no actions, suits, claims, investigations or
         proceedings pending or, to the Company's knowledge, threatened to
         which the Company or any of the Subsidiaries or any of their
         respective directors or officers is or would be a party or of which
         any of their respective properties is or would be subject at law or
         in equity, before or by any federal, state, local or foreign
         governmental or regulatory commission, board, body, authority or
         agency, except any such action, suit, claim, investigation or
         proceeding which would not result in a judgment, decree or order
         having, individually or in the aggregate, a Material Adverse Effect
         or prevent consummation of the transactions contemplated hereby;

              (s) Ernst & Young LLP, whose report on the consolidated
         financial statements of the Company and the Subsidiaries is filed
         with the Commission as part of the Registration Statement and the
         Prospectus, are independent public accountants as required by the Act
         and the Exchange Act;

              (t) the consolidated financial statements included in the
         Registration Statement or the Prospectus, together with the related
         notes and schedules, present fairly in all material respects the
         consolidated financial position of the Company and the consolidated
         Subsidiaries as of the dates indicated and the consolidated results
         of operations and cash flows of the Company and the consolidated
         Subsidiaries for the periods specified and comply in all material
         respects with the requirements of the Act and have been prepared in
         conformity with generally accepted accounting principles applied on a
         consistent basis during the periods involved except as set forth in
         the notes thereto and subject, in the case of unaudited financial
         statements, to normal year-end adjustments, which are not expected to
         be material in amount; any pro forma financial statements or data
         included in the Registration Statement or the Prospectus comply with
         the requirements of Regulation S-X of the Act, the assumptions used
         in the preparation of such pro forma financial statements and data
         are reasonable, the pro forma adjustments used therein are
         appropriate to give effect to the transactions or circumstances
         described therein and the pro forma adjustments have been properly
         applied to the historical amounts in the compilation of those
         statements and data; the supporting exhibits and schedules in the
         Registration Statement, if any, present fairly in all material
         respects the information required to be stated therein; the other
         financial and statistical data set forth in the Registration
         Statement or the Prospectus are accurately presented and prepared on
         a basis consistent with the financial statements and books and
         records of the Company; there are no financial statements (historical
         or pro forma) or supporting schedules or exhibits that are required
         to be included in the Registration Statement or the Prospectus that
         are not included as required; and the Company and the consolidated
         Subsidiaries do not have any material liabilities or obligations,
         direct or contingent (including any off-balance sheet obligations),
         not disclosed in the Registration Statement or the Prospectus;

              (u) except as set forth in the Registration Statement or the
         Prospectus, subsequent to the respective dates as of which
         information is given in the Registration Statement and the
         Prospectus, there has not been (i) any material adverse change, or
         any development involving a prospective material adverse change, in
         the business, properties, management, condition, financial or
         otherwise, operations, prospects or results of operation of the
         Company and the Subsidiaries taken as a whole, (ii) any transaction
         which is material to the Company and the Subsidiaries taken as a
         whole, (iii) any obligation, direct or contingent (including any
         off-balance sheet obligations), incurred by the Company or the
         Subsidiaries, which is material to the Company and the Subsidiaries
         taken as a whole, (iv) any change in the capital stock (other than
         pursuant to the exercise or conversion of outstanding stock options
         or warrants described in the Prospectus) or any material change in
         the outstanding indebtedness of the Company or the Subsidiaries or
         (v) any dividend or distribution of any kind declared, paid or made
         on any class of capital stock of the Company;

              (v) neither the Company nor any of the Subsidiaries is nor,
         after giving effect to the Offering as described in the Prospectus,
         will any of them be an "investment company" or an entity "controlled"
         by an "investment company," as such terms are defined in the
         Investment Company Act of 1940, as amended (the "Investment Company
         Act");

              (w) the Company and any "employee benefit plan" (as defined
         under the Employee Retirement Income Security Act of 1974, as
         amended, and the regulations and published interpretations thereunder
         (collectively, "ERISA")) established or maintained by the Company or
         its "ERISA Affiliates" (as defined below) are in compliance in all
         material respects with ERISA; "ERISA Affiliate" means, with respect
         to the Company, any member of any group of organizations described in
         Sections 414(b), (c), (m) or (o) of the Internal Revenue Code of
         1986, as amended, and the regulations and published interpretations
         thereunder (the "Code") of which the Company is a member; no
         "reportable event" (as defined under ERISA) has occurred or is
         reasonably expected to occur with respect to any "employee benefit
         plan" established or maintained by the Company or any of its ERISA
         Affiliates; no "employee benefit plan" established or maintained by
         the Company or any of its ERISA Affiliates, if such "employee benefit
         plan" were terminated, would have any "amount of unfunded benefit
         liabilities" (as defined under ERISA); neither the Company nor any of
         its ERISA Affiliates has incurred or reasonably expects to incur any
         liability under: (i) Title IV of ERISA with respect to termination
         of, or withdrawal from, any "employee benefit plan"; or (ii) Sections
         412, 4971, 4975 or 4980B of the Code; each "employee benefit plan"
         established or maintained by the Company or any of its ERISA
         Affiliates that is intended to be qualified under Section 401(a) of
         the Code is so qualified and nothing has occurred, whether by action
         or failure to act, which would reasonably be expected to cause the
         loss of such qualification;

              (x) except as disclosed in the Registration Statement or the
         Prospectus, the Company and each of the Subsidiaries has good and
         marketable title to all property (real and personal) described in the
         Registration Statement or in the Prospectus as being owned by each of
         them, free and clear of all liens, claims, security interests or
         other encumbrances, except where the failure to do so would not,
         individually or in the aggregate, have a Material Adverse Effect; all
         the property (real and personal) described in the Registration
         Statement or the Prospectus as being held under lease by the Company
         or a Subsidiary is held thereby under valid, subsisting and
         enforceable leases, except where the failure to do so would not,
         individually or in the aggregate, have a Material Adverse Effect;

              (y) except as disclosed in the Registration Statement or the
         Prospectus, the Company and the Subsidiaries own, or have obtained
         licenses for, or have other rights to use, the inventions, patent
         applications, patents, trademarks (both registered and unregistered),
         tradenames, copyrights, trade secrets and other proprietary
         information described in the Registration Statement or the Prospectus
         as being owned or licensed by them, except where the failure to own,
         license or have such rights would not, individually or in the
         aggregate, have a Material Adverse Effect; the expiration of any
         registered patents, trademarks, service marks or copyrights owned by
         the Company or any of its Subsidiaries would not result in a Material
         Adverse Effect that is not otherwise specifically disclosed in the
         Basic Prospectus and Prospectus Supplement; except as disclosed in
         the Registration Statement or the Prospectus, there are no third
         parties who have or, to the Company's knowledge, will be able to
         establish rights to any material intellectual property owned by the
         Company; to the knowledge of the Company, there is no infringement by
         third parties of any material intellectual property owned by the
         Company; there is no pending or, to the knowledge of the Company,
         threatened action, suit, proceeding or claim by others challenging
         the Company's rights in or to any material intellectual property or
         challenging the validity or scope of any material intellectual
         property owned by the Company; except as disclosed in the
         Registration Statement or the Prospectus, there is no pending or, to
         the knowledge of the Company, threatened action, suit, proceeding or
         claim by others that the Company infringes or otherwise violates any
         patent, trademark, copyright, trade secret or other proprietary
         rights of others; except as disclosed in the Registration Statement
         or the Prospectus, there is no patent or patent application that
         contains claims that interfere with the issued or pending claims of
         any patent or patent application owned by the Company; and to the
         knowledge of the Company, there is no prior art that could reasonably
         be expected to render any patent application owned by the Company
         unpatentable that has not been disclosed to the U.S. Patent and
         Trademark Office.

              (z) except as disclosed in the Registration Statement or the
         Prospectus, neither the Company nor any of the Subsidiaries is
         engaged in any unfair labor practice; except for matters which would
         not, individually or in the aggregate, have a Material Adverse Effect
         and except as disclosed in the Registration Statement or the
         Prospectus, (i) there is (A) no unfair labor practice complaint
         pending or, to the Company's knowledge, threatened against the
         Company or any of the Subsidiaries before the National Labor
         Relations Board, and no grievance or arbitration proceeding arising
         out of or under collective bargaining agreements is pending or
         threatened, (B) no strike, labor dispute, slowdown or stoppage
         pending or, to the Company's knowledge, threatened against the
         Company or any of the Subsidiaries and (C) no union representation
         dispute currently existing concerning the employees of the Company or
         any of the Subsidiaries, and (ii) to the Company's knowledge, (A) no
         union organizing activities are currently taking place concerning the
         employees of the Company or any of the Subsidiaries and (B) there has
         been no violation of any federal, state, local or foreign law
         relating to discrimination in the hiring, promotion or pay of
         employees, any applicable wage or hour laws or any provision of the
         Employee Retirement Income Security Act of 1974, as amended, or the
         rules and regulations promulgated thereunder concerning the employees
         of the Company or any of the Subsidiaries;

              (aa) except as disclosed in the Registration Statement or the
         Prospectus, the Company and the Subsidiaries and their properties,
         assets and operations are in compliance with, and hold all permits,
         authorizations and approvals required under, Environmental Laws (as
         defined below), except to the extent that failure to so comply or to
         hold such permits, authorizations or approvals would not,
         individually or in the aggregate, have a Material Adverse Effect;
         except as disclosed in the Registration Statement or the Prospectus,
         there are no past or present conditions, circumstances, activities,
         practices, actions, omissions or plans that would reasonably be
         expected to give rise to any material costs or liabilities to the
         Company or the Subsidiaries under, or to interfere with or prevent
         compliance by the Company or the Subsidiaries with, Environmental
         Laws; except as would not, individually or in the aggregate, have a
         Material Adverse Effect and except as disclosed in the Registration
         Statement or the Prospectus, neither the Company nor any of the
         Subsidiaries (i) is the subject of any investigation, (ii) has
         received any notice or claim, (iii) is a party to or affected by any
         pending or threatened action, suit or proceeding, (iv) is bound by
         any judgment, decree or order or (v) has entered into any agreement,
         in each case relating to any alleged violation of any Environmental
         Law or any actual or alleged release or threatened release or cleanup
         at any location of any Hazardous Materials (as defined below); no
         property which is owned, leased or occupied by the Company or any
         Subsidiary has been designated as a Superfund site pursuant to the
         U.S. Comprehensive Response, Compensation, and Liability Act of 1980,
         as amended (42 U.S.C. ss. 9601, et seq.), or otherwise designated as
         a contaminated site under applicable federal, state or local law; in
         the ordinary course of its business, the Company periodically reviews
         the effect of Environmental Laws on the business, operations and
         properties of the Company and its Subsidiaries, in the course of
         which it identifies and evaluates associated costs and liabilities
         (including, without limitation, any capital or operating expenditures
         required for clean-up, closure of properties or compliance with
         Environmental Laws, or any permit, license or approval, any related
         constraints on operating activities and any potential liabilities to
         third parties); on the basis of such review, the Company has
         reasonably concluded that such associated costs and liabilities would
         not, singly or in the aggregate, have a Material Adverse Effect,
         whether or not arising from transactions in the ordinary course of
         business (as used herein, "Environmental Law" means any federal,
         state, local or foreign law, statute, ordinance, rule, regulation,
         order, decree, judgment, injunction, permit, license, authorization
         or other binding requirement, or common law, relating to health,
         safety or the protection, cleanup or restoration of the environment
         or natural resources, including those relating to the distribution,
         processing, generation, treatment, storage, disposal, transportation,
         other handling or release or threatened release of Hazardous
         Materials, and "Hazardous Materials" means any material (including,
         without limitation, pollutants, contaminants, hazardous or toxic
         substances or wastes) that is regulated by or may give rise to
         liability under any Environmental Law);

              (bb) all tax returns required to be filed by the Company and
         each of the Subsidiaries have been filed, and all taxes and other
         assessments of a similar nature (whether imposed directly or through
         withholding) including any interest, additions to tax or penalties
         shown as due thereon from such entities have been paid, other than
         those being contested in good faith and for which adequate reserves
         have been provided, except as would not, individually or in the
         aggregate, have a Material Adverse Effect;

              (cc) the Company and each of the Subsidiaries maintains
         insurance policies covering its properties, operations, personnel and
         businesses with recognized, financially sound and reputable
         institutions in such amounts and with such deductibles and covering
         such risks as are prudent and customary in the business in which it
         is engaged; all such insurance is fully in force on the date hereof
         and will be fully in force at the time of purchase except as would
         not, individually or in the aggregate, have a Material Adverse
         Effect; the Company has no reason to believe that it will not be
         able: (i) to renew its existing insurance coverage as and when such
         policies expire to the extent such coverage is available on
         commercially reasonable terms; or (ii) to obtain comparable coverage
         from similar institutions as may be necessary or appropriate to
         conduct its business as now conducted and at a cost that would not
         reasonably be expected to result in a Material Adverse Effect; the
         Company has not been denied any insurance coverage that it has sought
         or for which it has applied;

              (dd) neither the Company nor any of the Subsidiaries has
         sustained since the date of the last audited financial statements in
         the Registration Statement or the Prospectus any loss or interference
         with its respective business from fire, explosion, flood or other
         calamity, whether or not covered by insurance, or from any labor
         dispute or court or governmental action, order or decree except as
         disclosed in the Registration Statement or the Prospectus or as would
         not, individually or in the aggregate, have a Material Adverse
         Effect;

              (ee) each agreement described in or filed as an exhibit to the
         Registration Statement or the Prospectus is in full force and effect
         and is valid and enforceable by the Company in accordance with its
         terms, except for such as would not, individually or in the
         aggregate, have a Material Adverse Effect; neither the Company nor,
         to the Company's knowledge, any other party is in default in the
         observance or performance of any term or obligation to be performed
         by it under any such agreement, and no event has occurred that with
         notice or lapse of time or both would constitute such a default, in
         any such case where such default or event would have a Material
         Adverse Effect; except as disclosed in the Registration Statement or
         the Prospectus and except as would not, individually or in the
         aggregate, have a Material Adverse Effect, the Company has not sent
         or received any written communication regarding termination of any of
         the contracts or agreements referred to or described in, or filed as
         an exhibit to, the Registration Statement, and no such termination
         has been threatened by the Company or, to the Company's knowledge,
         any other party to any such contract or agreement;

              (ff) the Company and each of the Subsidiaries maintains a system
         of internal accounting controls sufficient to provide reasonable
         assurance that (i) transactions are executed in accordance with
         management's general or specific authorization; (ii) transactions are
         recorded as necessary to permit preparation of financial statements
         in conformity with generally accepted accounting principles and to
         maintain accountability for assets; (iii) access to assets is
         permitted only in accordance with management's general or specific
         authorization; and (iv) the recorded accountability for assets is
         compared with existing assets at reasonable intervals and appropriate
         action is taken with respect to any differences;

              (gg) the Company has established and maintains disclosure
         controls and procedures (as such term is defined in Rule 13a-15(e)
         and 15d-15(e) under the Exchange Act) as required by and in
         compliance in all material respects with the Exchange Act; the
         principal executive officers (or their equivalents) and principal
         financial officers (or their equivalents) of the Company have made
         all certifications required by the Sarbanes-Oxley Act of 2002 and any
         related rules and regulations promulgated by the Commission as
         currently in effect (the "Sarbanes-Oxley Act"), and the statements
         contained in any such certification are complete and correct in all
         material respects; there is and has been no failure on the part of
         the Company and any of the Company's directors or officers, in their
         capacities as such, to comply with any provision of the
         Sarbanes-Oxley Act of 2002, including Section 402 related to loans
         and Sections 302 and 906 related to certifications;

              (hh) the Company has made available to the Agent (including
         through the public availability of documents filed on EDGAR) true,
         correct, and complete copies of all documentation pertaining to any
         extension of credit in the form of a personal loan made, directly or
         indirectly, by the Company to any director or executive officer of
         the Company, or, to the knowledge of the Company, any family member
         or affiliate of any director or executive officer of the Company; and
         since July 31, 2004, the Company has not, directly or indirectly,
         including through any Subsidiary: (i) extended credit, arranged to
         extend credit, or renewed any extension of credit, in the form of a
         personal loan, to or for any director or executive officer of the
         Company, or, to the knowledge of the Company, to or for any family
         member or affiliate of any director or executive officer of the
         Company; or, (ii) made any material modification, including any
         renewal thereof, to any term of any personal loan to any director or
         executive officer of the Company, or, to the knowledge of the
         Company, any family member or affiliate of any director or executive
         officer, which loan was outstanding on July 31, 2004;

              (ii) neither the Company nor any of its Subsidiaries nor, to the
         knowledge of the Company, any director, officer, agent, employee or
         affiliate of the Company or any of its Subsidiaries is aware of or
         has taken any action, directly or indirectly, that would result in a
         violation by such persons of the Foreign Corrupt Practice Act of
         1977, as amended and the rules and regulations thereunder (the
         "FCPA") and the Company and its Subsidiaries have conducted their
         business in compliance with the FCPA and have instituted and maintain
         policies and procedures designed to ensure, and which are reasonably
         expected to continue to ensure, continued compliance therewith;

              (jj) any statistical and market-related data included in the
         Registration Statement or the Prospectus are based on or derived from
         sources that the Company believes to be reliable and accurate, and
         the Company has obtained the written consent to the use of such data
         from such sources to the extent required;

              (kk) neither the Company nor any of the Subsidiaries nor, to the
         Company's knowledge, any employee or agent of the Company or the
         Subsidiaries (acting on behalf of the Company or the Subsidiary) has
         made any payment of funds of the Company or the Subsidiaries or
         received or retained any funds in violation of any law, rule or
         regulation, which payment, receipt or retention of funds is of a
         character required to be disclosed in the Registration Statement or
         the Prospectus; and

              (ll) neither the Company nor any of the Subsidiaries nor, to the
         Company's knowledge, any of their respective directors, officers,
         affiliates or controlling persons has taken, directly or indirectly,
         any action designed, or which has constituted or would reasonably be
         expected to cause or result in, under the Exchange Act or otherwise,
         the stabilization or manipulation of the price of any security of the
         Company to facilitate the sale or resale of the Securities in
         violation of applicable law.

         In addition, any certificate signed by any officer of the Company and
delivered to the Agent or counsel for the Agent in connection with the closing
of the sale of the Securities shall be deemed to be a representation and
warranty by the Company as to matters covered thereby, to the Agent.

         4. Certain Covenants of the Company. The Company hereby agrees:

              (a) to furnish such information as may be required and otherwise
         to cooperate in qualifying the Securities for offering and sale by
         the Company under the securities or blue sky laws of such states or
         other jurisdictions as the Agent may designate and to maintain such
         qualifications in effect so long as the Agent may request for the
         distribution of the Securities; provided that the Company shall not
         be required to qualify as a foreign corporation, to consent to the
         service of process under the laws of any such jurisdiction (except
         service of process with respect to the offering and sale of the
         Securities by the Company) or to subject itself to taxation in
         respect of doing business in any jurisdiction in which it is not
         otherwise subject; and to promptly advise the Agent of the receipt by
         the Company of any notification with respect to the suspension of the
         qualification of the Securities for sale in any jurisdiction or the
         initiation or threatening of any proceeding for such purpose;

              (b) to make available to the Agent electronic copies of the
         Basic Prospectus, the Preliminary Prospectus Supplement and the
         Prospectus (in each case as amended or supplemented if the Company
         shall have made any amendments or supplements thereto after the
         respective dates of such documents); to furnish the Agent, without
         charge, during the period beginning on the date hereof and ending on
         the later of the time of purchase or such date, as in the opinion of
         counsel for the Agent, the Prospectus Supplement is no longer
         required by law to be delivered in connection with sales by the
         Agent, as many copies of the Prospectus and any amendments and
         supplements thereto (including any Incorporated Documents) as the
         Agent may reasonably request;

              (c) if, at the time this Agreement is executed and delivered, it
         is necessary for the Registration Statement or any post-effective
         amendment thereto to be declared effective before the Securities may
         be sold in the Offering, the Company will endeavor to cause the
         Registration Statement or such post-effective amendment to become
         effective as soon as possible and the Company will advise the Agent
         promptly and, if requested by the Agent, will confirm such advice in
         writing when the Registration Statement and any such post-effective
         amendment thereto has become effective;

              (d) to advise the Agent promptly, confirming such advice in
         writing, of any request by the Commission, made prior to the time of
         purchase, for amendments or supplements to the Registration Statement
         or the Prospectus or for additional information with respect thereto,
         or of notice of institution of proceedings for, or the entry of a
         stop order, made prior to the time of purchase, suspending the
         effectiveness of the Registration Statement and, if the Commission
         should enter a stop order prior to the time of purchase suspending
         the effectiveness of the Registration Statement, to use its best
         efforts to obtain the lifting or removal of such order as soon as
         possible; to advise the Agent promptly of any proposal to amend or
         supplement the Registration Statement or the Prospectus, made prior
         to the time of purchase, including by filing any documents that would
         be incorporated therein by reference, to provide the Agent and its
         counsel copies of any such documents for review and comment a
         reasonable amount of time prior to any proposed filing;

              (e) subject to Section 4(d) hereof, to file promptly all reports
         and any definitive proxy or information statement required to be
         filed by the Company with the Commission in order to comply with the
         Exchange Act subsequent to the date of the Prospectus and for so long
         as the delivery of a prospectus is required to be delivered in
         connection with the Offering;

              (f) to advise the Agent promptly of the happening of any event
         within the time during which a prospectus for the Offering is
         required to be delivered under the Act, which requires the making of
         any change in the Prospectus then being used so that the Prospectus
         would not include an untrue statement of material fact or omit to
         state a material fact necessary to make the statements therein, in
         the light of the circumstances under which they are made, not
         misleading, and, during such time, subject to Section 4(d) hereof, to
         prepare and furnish, at the Company's expense, to the Agent promptly
         such amendments or supplements to such Prospectus as may be necessary
         to reflect any such change; before amending the Registration
         Statement or supplementing any Preliminary Prospectus Supplement or
         the Prospectus in connection with the Offering, the Company will
         furnish you with a copy of such proposed amendment or supplement and
         will not file such amendment or supplement to which you reasonably
         object;

              (g) to make generally available to its security holders, and to
         deliver to the Agent, an earnings statement of the Company (which
         will satisfy the provisions of Section 11(a) of the Act) covering a
         period of twelve months beginning after the effective date of the
         Registration Statement (as defined in Rule 158(c) under the Act) as
         soon as is reasonably practicable after the termination of such
         twelve-month period;

              (h) for so long as a prospectus is required to be delivered
         under the Act in connection with the Offering, to comply with all the
         undertakings contained in the Registration Statement;

              (i) to apply the net proceeds from the sale of the Securities in
         the manner set forth under the caption "Use of Proceeds" in the
         Prospectus;

              (j) without duplication, to reimburse the Agent for expenses in
         accordance with Section 4 of the Engagement Letter and to pay all of
         the Company's costs, expenses, fees and taxes in connection with (i)
         the preparation and filing of the Registration Statement, the Basic
         Prospectus, each Preliminary Prospectus Supplement and Prospectus
         Supplement, and any amendments or supplements thereto, and the
         printing and furnishing of copies of each thereof to the Agent
         (including costs of mailing and shipment), (ii) the registration,
         issue, sale and delivery of the Securities including any stock or
         transfer taxes and stamp or similar duties payable by the Company
         upon the sale, issuance or delivery of the Securities sold by the
         Company in the Offering, (iii) the producing, word processing and/or
         printing of this Agreement, any Purchase Agreements, any Powers of
         Attorney and any closing documents (including compilations thereof)
         and the reproduction and/or printing and furnishing of copies of each
         thereof to the Agent and the Purchasers, (iv) the qualification of
         the Securities for offering and sale under state or foreign laws and
         the determination of their eligibility for investment under state or
         foreign law as aforesaid (including the legal fees and filing fees
         and other disbursements of counsel for the Agent) and the printing
         and furnishing of copies of any blue sky surveys or legal investment
         surveys to the Agent and to dealers, (v) any qualification of the
         Securities for quotation on Nasdaq and any registration thereof under
         the Exchange Act, (vi) the fees and disbursements of any transfer
         agent or registrar for the Securities, (vii) the costs and expenses
         of the Company relating to any presentations or meetings undertaken
         in connection with the marketing of the offering and sale of the
         Securities, and (viii) the performance of the Company's other
         obligations hereunder;

              (k) until the completion of the distribution of the Shares in
         the Offering, not to take, directly or indirectly, any action
         designed to or that would constitute or that would reasonably be
         expected to cause or result in, under the Exchange Act or otherwise,
         stabilization or manipulation of the price of any security of the
         Company to facilitate the sale or resale of the Securities; and

              (l) the Company will timely, and in any event prior to the time
         of purchase, file this Agreement and the Agent's Warrant with the
         Commission on an appropriate form.

         5. Conditions of Agent's Obligations. The obligations of the Agent
hereunder are subject to the accuracy of the representations and warranties of
the Company contained herein on the date hereof and at the time of purchase
and the performance by the Company of its obligations hereunder and to the
following additional conditions precedent:

              (a) The Company shall furnish to the Agent at the time of
         purchase an opinion of Skadden, Arps, Slate, Meagher & Flom LLP,
         special counsel for the Company, addressed to the Agent, and dated
         the time of purchase, in form and substance as set forth on Exhibit
         D-1 hereto and a letter of Skadden, Arps, Slate, Meagher & Flom LLP,
         special counsel for the Company, addressed to the Agent, and dated
         the time of purchase, in form and substance as set forth on Exhibit
         D-2.

              (b) The Company shall furnish to the Agent at the time of
         purchase an opinion of Jane Kober, Esq., general counsel for the
         Company, addressed to the Agent, and dated the time of purchase, in
         form and substance as set forth on Exhibit E hereto.

              (c) The Company shall furnish to the Agent at the time of
         purchase an opinion of Hamilton, Brook, Smith & Reynolds, P.C.,
         intellectual property counsel for the Company, addressed to the
         Agent, and dated the time of purchase, in form and substance as set
         forth on Exhibit F hereto.

              (d) The Company shall furnish to the Agent at the time of
         purchase an opinion of Hyman, Phelps & McNamara, P.C., regulatory
         counsel for the Company, addressed to the Agent, and dated the time
         of purchase, in form and substance as set forth on Exhibit G hereto.

              (e) The Agent shall have received from Ernst & Young LLP letters
         dated, respectively, the date of this Agreement and the time of
         purchase, and addressed to the Agent in the form and substance
         heretofore approved by, or otherwise satisfactory to, the Agent.

              (f) The Agent shall have received from Ropes & Gray LLP, counsel
         for the Agent, such opinion or opinions dated the time of purchase
         and addressed to the Agent, with respect to the issuance and sale of
         the Securities, the Registration Statement, the Prospectus and other
         related matters as the Agent may reasonably require, and the Company
         shall have furnished to such counsel such documents as they may
         reasonably request for the purpose of enabling them to pass upon such
         matters.

              (g) No Prospectus or amendment or supplement to the Registration
         Statement or the Prospectus, including documents deemed to be
         incorporated by reference therein, shall have been filed to which you
         reasonably object in writing.

              (h) Prior to the time of purchase, (i) the Prospectus Supplement
         shall have been duly filed with the Commission in accordance with
         Rule 424(b); (ii) no stop order with respect to the effectiveness of
         the Registration Statement shall have been issued under the Act or
         proceedings initiated under Section 8(d) or 8(e) of the Act; (iii) no
         order preventing or suspending the use of the Prospectus Supplement
         shall have been issued and no proceeding for that purpose shall have
         been initiated or threatened by the Commission; (iv) no order having
         the effect of ceasing or suspending the distribution of the
         Securities or any other securities of the Company shall have been
         issued by the Commission or Nasdaq and no proceedings for that
         purpose shall have been instituted or shall be pending or, to the
         knowledge of the Company, contemplated by the Commission or Nasdaq;
         (v) the Registration Statement and all amendments thereto shall not
         contain an untrue statement of a material fact or omit to state a
         material fact required to be stated therein or necessary to make the
         statements therein not misleading; and (vi) the Prospectus and all
         amendments or supplements thereto shall not contain an untrue
         statement of a material fact or omit to state a material fact
         required to be stated therein or necessary to make the statements
         therein, in the light of the circumstances under which they are made,
         not misleading.

              (i) Between the time of execution of this Agreement and the time
         of purchase, no material adverse change or any development involving
         a prospective material adverse change in business, properties,
         management, condition, financial or otherwise, operations, prospects
         or results of operation of the Company and the Subsidiaries taken as
         a whole shall occur or become known, which, in the sole judgment of
         the Agent, makes it impracticable or inadvisable to proceed with the
         public offering of the Securities on the terms and in the manner
         contemplated by the Prospectus.

              (j) The Company shall have furnished to the Agent a certificate
         of the Company, signed by the Chairman of the Board or the President
         and the principal financial or accounting officer of the Company,
         dated the date of the time of purchase, to the effect that the
         signers of such certificate have carefully examined the Registration
         Statement, the Prospectus, any supplements to the Prospectus and this
         Agreement and that to the knowledge of such person after reasonable
         inquiry:

                  (1)   the representations and warranties of the Company in
                        this Agreement are true and correct on and as of the
                        time of purchase with the same effect as if made at
                        the time of purchase and the Company has complied with
                        all the agreements and satisfied all the conditions on
                        its part to be performed or satisfied at or prior to
                        the time of purchase;

                  (2)   the Registration Statement has become effective and no
                        stop order suspending the effectiveness of the
                        Registration Statement has been issued and no
                        proceedings for that purpose have been instituted or,
                        to such person's knowledge, threatened; and

                  (3)   since the date of the most recent financial statements
                        included or incorporated by reference in the
                        Prospectus, except as disclosed in the Prospectus
                        there has been no material adverse change or any
                        development involving a prospective material adverse
                        change in business, properties, management, condition,
                        financial or otherwise, operations, prospects or
                        results of operation of the Company and the
                        Subsidiaries taken as a whole.

              (k) [INTENTIONALLY OMITTED]

              (l) At the time of purchase, concurrently with the purchase and
         sale of the Securities, the Company must have issued and delivered
         the Agent's Warrant to the Agent.

              (m) Prior to the time of purchase, the Company shall have
         furnished to the Agent a letter substantially in the form of Exhibit
         C hereto from each officer and director of the Company addressed to
         the Agent.

              (n) All of the shares of Common Stock included in, or issuable
         upon exercise or conversion of, the Securities and the Agent's
         Warrant shall have been described in a "Notification Form for Listing
         of Additional Shares" filed with Nasdaq.

              (o) All requests for additional information on the part of the
         Commission shall have been complied with and the National Association
         of Securities Dealers, Inc. shall have raised no objection to the
         fairness and reasonableness of the placement agency terms and
         arrangements.

              (p) The Company shall have furnished to you such other documents
         and certificates as the Agent may reasonably request.

         6. Effective Date of Agreement; Termination. This Agreement shall
become effective when the parties hereto have executed and delivered this
Agreement.

         The obligations of the Agent hereunder shall be subject to
termination in the absolute discretion of the Agent if (x) any of the
conditions specified in Section 5 have not been fulfilled as of 10:00 A.M. New
York City time on the date specified in Section 2, or (y) since the time of
execution of this Agreement, there shall have occurred: (i) a suspension or
material limitation in trading in securities generally on the New York Stock
Exchange, the American Stock Exchange or Nasdaq; (ii) a suspension or material
limitation in trading in the Company's securities on Nasdaq; (iii) a general
moratorium on commercial banking activities declared by either federal or New
York State authorities or a material disruption in commercial banking or
securities settlement or clearance services in the United States; (iv) an
outbreak or escalation of hostilities or acts of terrorism involving the
United States or a declaration by the United States of a national emergency or
war; or (v) any other calamity or crisis or any change in financial, political
or economic conditions in the United States or elsewhere, if the effect of any
such event specified in clause (iv) or (v) in the Agent's sole judgment makes
it impracticable or inadvisable to proceed with the public offering or the
delivery of the Securities on the terms and in the manner contemplated in the
Registration Statement and the Prospectus, or (z) since the time of execution
of this Agreement, there shall have occurred any downgrading, or any notice or
announcement shall have been given or made of (i) any intended or potential
downgrading or (ii) any watch, review or possible change that does not
indicate an affirmation or improvement in the rating accorded any securities
of or guaranteed by the Company or any Subsidiary by any "nationally
recognized statistical rating organization," as that term is defined in Rule
436(g)(2) under the Act.

         If the Agent elects to terminate this Agreement as provided in this
Section 6, the Company shall be notified promptly in writing.

         If the sale of the Securities, as contemplated by this Agreement, is
not carried out by the Agent for any reason permitted under this Agreement or
if such sale is not carried out because of any refusal, inability or failure
on the part of the Company to comply with any of the terms of this Agreement,
the Company shall not be under any obligation or liability under this
Agreement (except to the extent provided in Sections 4(j) hereof), and the
Agent shall be under no obligation or liability to the Company under this
Agreement. Under such circumstances, the Engagement Letter shall remain in
full force and effect in accordance with its terms.

         7. Indemnity and Contribution.

                  (a) The Company agrees to indemnify and hold harmless the
Agent, the directors, officers, employees and agents of the Agent and each
person who controls the Agent within the meaning of either the Act or the
Exchange Act against any and all losses, claims, damages or liabilities, joint
or several, to which they or any of them may become subject under the Act, the
Exchange Act or other Federal or state statutory law or regulation, at common
law or otherwise, insofar as such losses, claims, damages or liabilities (or
actions in respect thereof) arise out of or are based upon any untrue
statement or alleged untrue statement of a material fact contained in the
Registration Statement or in any amendment thereof, or in the Basic
Prospectus, any Preliminary Prospectus Supplement or the Prospectus, or in any
amendment thereof or supplement thereto, arise out of or are based upon the
omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading, or
arise out of or are based upon any act or failure to act or any alleged act or
failure to act by the Agent in connection with, or relating in any manner to,
the Securities or the Offering, and which is included as part of or referred
to in any loss, claim, damage, liability or action arising out of or based
upon matters covered above and agrees to reimburse each such indemnified
party, as incurred, for any legal or other expenses reasonably incurred by
them in connection with investigating or defending any such loss, claim,
damage, liability or action; provided, however, that the Company will not be
liable in any such case to the extent that any such loss, claim, damage or
liability arises out of or is based upon any such untrue statement or alleged
untrue statement or omission or alleged omission made therein in reliance upon
and in conformity with written information furnished to the Company by the
Agent specifically for inclusion therein; provided, further, that with respect
to any Preliminary Prospectus Supplement, the foregoing indemnity agreement
shall not inure to the benefit of any indemnified party if the Company
identified the untrue statement or omission in writing to the Agent and copies
of the Prospectus were timely delivered to the Agent pursuant to this
Agreement and a copy of the Prospectus (as then amended or supplemented if the
Company shall have furnished any amendments or supplements thereto) was not
sent or given by or on behalf of the Agent to such person asserting such loss,
claim, damage, liability or expense, if required by law to have been so
delivered, at or prior to the written confirmation of the sale of the
Securities to such person, and if the delivery of such Prospectus (as so
amended or supplemented) would have caused such loss, claim, damage, liability
or expense not to have been incurred. This indemnity agreement will be in
addition to any liability which the Company may otherwise have.

                  (b) The Agent agrees to indemnify and hold harmless the
Company, each of its directors and officers, and each person who controls the
Company within the meaning of either the Act or the Exchange Act, to the same
extent as the foregoing indemnity from the Company to the Agent, but only with
reference to written information relating to the Agent furnished to the
Company by the Agent specifically for inclusion in the documents referred to
in the foregoing indemnity. This indemnity agreement will be in addition to
any liability which the Agent may otherwise have.

                  (c) Promptly after receipt by an indemnified party under
this Section 7 of notice of the commencement of any action, such indemnified
party will, if a claim in respect thereof is to be made against the
indemnifying party under this Section 7, notify the indemnifying party in
writing of the commencement thereof; but the failure so to notify the
indemnifying party (i) will not relieve it from liability under paragraph (a)
or (b) above unless and to the extent such failure results in the forfeiture
by the indemnifying party of substantial rights and defenses and (ii) will
not, in any event, relieve the indemnifying party from any obligations to any
indemnified party other than the indemnification obligation provided in
paragraph (a) or (b) above. The indemnifying party shall be entitled to
appoint counsel of the indemnifying party's choice at the indemnifying party's
expense to represent the indemnified party in any action for which
indemnification is sought (in which case the indemnifying party shall not
thereafter be responsible for the fees and expenses of any separate counsel
retained by the indemnified party or parties except as set forth below);
provided, however, that such counsel shall be reasonably satisfactory to the
indemnified party. Notwithstanding the indemnifying party's election to
appoint counsel to represent the indemnified party in an action, the
indemnified party shall have the right to employ separate counsel (including
local counsel), and the indemnifying party shall bear the reasonable fees,
costs and expenses of such separate counsel if (i) the use of counsel chosen
by the indemnifying party to represent the indemnified party would present
such counsel with an actual or reasonably likely conflict of interest, (ii)
the actual or potential defendants in, or targets of, any such action include
both the indemnified party and the indemnifying party and the indemnified
party shall have reasonably concluded based upon the advice of counsel that
there may be legal defenses available to it which are different from or
additional to those available to the indemnifying party, (iii) the
indemnifying party shall not have employed counsel satisfactory to the
indemnified party to represent the indemnified party within a reasonable time
after notice of the institution of such action or (iv) the indemnifying party
shall authorize the indemnified party to employ separate counsel at the
expense of the indemnifying party; provided that the indemnifying party shall
not, in connection with any one action or separate but substantially similar
or related actions arising out of the same allegations be liable for the
reasonable fees and expenses of more than one separate firm of attorneys at
any time for all indemnified parties (in addition to any local counsel), which
firm shall be designated in writing by the Agent if more than one indemnified
party seeks indemnification under paragraph (a) above. An indemnifying party
will not, without the prior written consent of the indemnified parties covered
thereby, settle or compromise or consent to the entry of any judgment with
respect to any pending or threatened claim, action, suit or proceeding in
respect of which indemnification or contribution may be sought hereunder by
the indemnified parties covered thereby (whether or not the indemnified
parties are actual or potential parties to such claim or action) unless such
settlement, compromise or consent includes an unconditional release of each
such indemnified party from all liability arising out of such claim, action,
suit or proceeding. No indemnifying party shall not be liable for any
settlement of any proceeding effected without its written consent, but if
settled with such consent or if there be a final judgment for the plaintiff,
the indemnifying party agrees to indemnify each indemnified party from and
against any loss or liability by reason of such settlement or judgment if it
would be otherwise obligated to do so hereunder.

                  (d) In the event that the indemnity provided in paragraph
(a) or (b) of this Section 7 is unavailable to or insufficient to hold
harmless an indemnified party for any reason, the Company and the Agent
severally agree to contribute to the aggregate losses, claims, damages and
liabilities (including legal or other expenses reasonably incurred in
connection with investigating or defending same) (collectively "Losses") to
which the Company and the Agent may be subject in such proportion as is
appropriate to reflect the relative benefits received by the Company on the
one hand and by the Agent on the other from the offering of the Securities. If
the allocation provided by the immediately preceding sentence is unavailable
for any reason, the Company and the Agent severally shall contribute in such
proportion as is appropriate to reflect not only such relative benefits but
also the relative fault of the Company on the one hand and of the Agent on the
other in connection with the statements or omissions which resulted in such
Losses as well as any other relevant equitable considerations. Benefits
received by the Company shall be deemed to be equal to the total net proceeds
from the offering (before deducting expenses) received by it, and benefits
received by the Agent shall be deemed to be equal to the total underwriting
discounts and commissions, in each case as set forth on the cover page of the
Prospectus and the value of the Agent's Warrant as determined as of the time
of purchase using the Black-Scholes method assuming 60% volatility for
purposes of making this calculation. Relative fault shall be determined by
reference to, among other things, whether any untrue or any alleged untrue
statement of a material fact or the omission or alleged omission to state a
material fact relates to information provided by the Company on the one hand
or the Agent on the other, the intent of the parties and their relative
knowledge, access to information and opportunity to correct or prevent such
untrue statement or omission. The Company and the Agent agree that it would
not be just and equitable if contribution were determined by pro rata
allocation or any other method of allocation which does not take account of
the equitable considerations referred to above. Notwithstanding the provisions
of this paragraph (d), (i) the Agent shall not be required to contribute any
amount in excess of the amount of the placement agent fees actually received
by such Agent pursuant to this Agreement (including the value of the Agent's
Warrant as determined as of the time of purchase using the Black-Scholes
method assuming 60% volatility for purposes of making this calculation), and
(ii) no person guilty of fraudulent misrepresentation (within the meaning of
Section 11(f) of the Act) shall be entitled to contribution from any person
who was not guilty of such fraudulent misrepresentation. For purposes of this
Section 7, each person who controls the Agent within the meaning of either the
Act or the Exchange Act and each director, officer, employee and agent of the
Agent shall have the same rights to contribution as the Agent, and each person
who controls the Company within the meaning of either the Act or the Exchange
Act, each officer of the Company who shall have signed the Registration
Statement and each director of the Company shall have the same rights to
contribution as the Company, subject in each case to the applicable terms and
conditions of this paragraph (d).

                  (e) The respective agreements, representations, warranties,
indemnities and other statements of the Company or its officers and of the
Agent set forth in or made in a certificate delivered pursuant to this
Agreement will remain in full force and effect, regardless of any
investigation made by or on behalf of the Agent or the Company or any of the
officers, directors or controlling persons referred to in Section 7 hereof,
and will survive delivery of and payment for the Securities. The provisions of
Sections 4(j) and 7 hereof shall survive the termination or cancellation of
this Agreement.

         8. Information Furnished by the Agent. The statements set forth in
the ninth paragraph relating to stabilization under the caption "Plan of
Distribution" in the Preliminary Prospectus Supplement and the Prospectus
Supplement constitute the only information furnished by or on behalf of the
Agent as such information is referred to in Sections 3 and 7 hereof.

         9. Notices. Except as otherwise herein provided, all statements,
requests, notices and agreements shall be in writing and shall be delivered or
sent by courier, hand delivery, mail, facsimile transmission or telegram and,
if to the Agent, shall be sufficient in all respects if delivered or sent to
C.E. Unterberg, Towbin, LLC, 350 Madison Avenue, New York, NY 10017, Facsimile
number (212) 389-8881, Attention: General Counsel and, if to the Company,
shall be sufficient in all respects if delivered or sent to the Company at the
offices of the Company at 11 Hurley Street, Cambridge, Massachusetts 02141,
Facsimile number (617) 234-6507, Attention: Chief Financial Officer.

         10. Governing Law; Construction. This Agreement and any claim,
counterclaim or dispute of any kind or nature whatsoever arising out of or in
any way relating to this Agreement ("Claim"), directly or indirectly, shall be
governed by, and construed in accordance with, the laws of the State of New
York. The section headings in this Agreement have been inserted as a matter of
convenience of reference and are not a part of this Agreement.

         11. Submission to Jurisdiction. Except as set forth below, no Claim
may be commenced, prosecuted or continued in any court other than the courts
of the State of New York located in the City and County of New York or in the
United States District Court for the Southern District of New York, which
courts shall have jurisdiction over the adjudication of such matters, and the
Company and the Agent consent to the jurisdiction of such courts and personal
service with respect thereto. Each of the Company and the Agent hereby
consents to personal jurisdiction, service and venue in any court in which any
Claim is brought by any third party against the Agent or any indemnified
party. Each of the Agent and the Company (on its behalf and, to the extent
permitted by applicable law, on behalf of its shareholders and affiliates)
waives all right to trial by jury in any action, proceeding or counterclaim
(whether based upon contract, tort or otherwise) in any way arising out of or
relating to this Agreement. Each of the Company and the Agent agrees that a
final judgment in any such action, proceeding or counterclaim brought in any
such court shall be conclusive and binding upon the Company and the Agent and
may be enforced in any other courts to the jurisdiction of which either the
Company or the Agent is or may be subject, by suit upon such judgment.

         12. Parties at Interest. The Agreement herein set forth has been and
is made solely for the benefit of the Agent and the Company and to the extent
provided in Section 7 hereof the controlling persons, partners, directors and
officers referred to in such section, and their respective successors,
assigns, heirs, personal representatives and executors and administrators. No
other person, partnership, association or corporation (including a Purchaser)
shall acquire or have any right under or by virtue of this Agreement.

         13. Counterparts. This Agreement may be signed by the parties in one
or more counterparts which together shall constitute one and the same
agreement among the parties.

         14. Successors and Assigns. This Agreement shall be binding upon the
Agent and the Company and their successors and assigns and any successor or
assign of the Company's and the Agent's respective businesses and/or assets.

         15. Engagement Letter. Except to the extent specifically stated
herein, the Engagement Letter shall remain in full force and effect in
accordance with its terms; provided, however, that to the extent any provision
of this Agreement conflicts with, or addresses representations, warranties,
rights or obligations also addressed by, the Engagement Letter (including
without limitation, the separate letter agreement signed concurrently with the
Engagement Letter and dated August 4, 2004 between the parties regarding
indemnification), the provisions of this Agreement shall supersede the
conflicting or duplicative provisions of the Engagement Letter solely with
respect to the Offering. Except as provided in this Section 15, this Agreement
constitutes the entire agreement of the parties hereto and supersedes all
prior written or oral and all contemporaneous oral agreements, understandings
and negotiations with respect to the subject matter hereof. In this Agreement,
the masculine, feminine and neuter genders and the singular and the plural
include one another. The section headings in this Agreement are for the
convenience of the parties only and will not affect the construction or
interpretation of this Agreement. This Agreement may be amended or modified,
and the observance of any term of this Agreement may be waived, only by a
writing signed by the Company and the Agent.
If the foregoing correctly sets forth the understanding between the
Company and the Agent, please so indicate in the space provided below for that
purpose, whereupon this agreement and your acceptance shall constitute a
binding agreement between the Company and the Agent.

                                              Very truly yours,

                                              BIOPURE CORPORATION

                                              By: /s/ Francis H. Murphy
                                                 -----------------------------
                                              Name:  Francis H. Murphy
                                              Title:  Chief Financial Officer

Accepted and agreed to as of the
date first above written

C.E. Unterberg, Towbin, LLC

By:  __________________________
      Name:
      Title:
Exhibit A
                                                                 ---------
                            FORM OF AGENT'S WARRANT

                  See Exhibit 4.1 to this report on Form 8-K
Exhibit B
                                                                 ---------
                          FORM OF PURCHASE AGREEMENT

                  See Exhibit 10.1 to this report on Form 8-K
Exhibit C
                                                                 ---------

                           FORM OF LOCK-UP AGREEMENT

 [Letterhead of officer, director or major shareholder of Biopure Corporation]

                              Biopure Corporation
                        Public Offering of Common Stock

                                                          September __, 2004

C.E. Unterberg, Towbin, LLC
350 Madison Avenue
New York, New York 10017

Ladies and Gentlemen:

         This letter is being delivered to you in connection with the
Placement Agency Agreement (the "Placement Agreement") to be entered into by
Biopure Corporation, a Delaware corporation (the "Company"), and you as
placement agent, relating to a public offering of shares of Class A Common
Stock, $0.01 par value (the "Common Stock"), of the Company and warrants to
purchase additional shares of Common Stock (the "Offering").

         In order to induce you to enter into the Placement Agreement, the
undersigned will not, without the prior written consent of C.E. Unterberg,
Towbin, LLC, offer, sell, contract to sell, pledge or otherwise dispose of,
file (or enter into any transaction which is designed to, or might reasonably
be expected to, result in the disposition (whether by actual disposition as
effective economic disposition due to cash settlement or otherwise) by the
undersigned or any affiliate of the undersigned or any person in privity with
the undersigned or any affiliate of the undersigned), directly or indirectly,
including the filing (or participation in the filing) of a registration
statement with the Securities and Exchange Commission in respect of, or
establish or increase a put equivalent position or liquidate or decrease a
call equivalent position within the meaning of Section 16 of the Securities
Exchange Act of 1934, as amended, and the rules and regulations of the
Securities and Exchange Commission promulgated thereunder with respect to, any
shares of Common Stock of the Company or any securities convertible into or
exercisable or exchangeable for such Common Stock, in each case that are
currently or hereafter owned either of record or beneficially (as defined in
Rule 13d-3 under the Securities Exchange Act of 1934, as amended) by the
undersigned, or publicly announce an intention to effect any such transaction,
for a period commencing on the date hereof and ending 90 days after the date
of the final prospectus supplement for the Offering, other than (i) transfers
pursuant to a court order, decree or settlement, (ii) transfers of shares of
Common Stock or other securities approved by C.E. Unterberg, Towbin, LLC,
(iii) pledges of Common Stock or other securities to a bank or other financial
institution, (iv) transfers of Common Stock or other securities to members of
the immediate family of the undersigned or to a corporation, partnership,
limited liability company or other entity wholly-owned by the undersigned or
members of the immediate family of the undersigned, (v) transfers to
charitable organizations, (vi) transfers to any trust for the direct or
indirect benefit of the undersigned or the immediate family of the
undersigned, and (vii) the exercise of options and transfers of shares of
Common Stock to the Company used to pay taxes applicable to the exercise of
options in accordance with the Company's stock option arrangements; provided
that in the case of any transfer pursuant to clause (iii), (iv), (v) or (vi),
the transferee agrees to be bound by the restrictions set forth herein and in
the case of exercises of options pursuant to clause (vii) the holder agrees to
be bound by the restrictions set forth herein with respect to the shares
issued upon such exercise.

For purposes of this lock-up agreement, "immediate family" shall mean any
relationship by blood, marriage or adoption, not more remote than first
cousin.
If for any reason the Placement Agreement shall be terminated prior
to the Closing Date (as defined in the Placement Agreement), the agreement set
forth above shall likewise be terminated and the undersigned shall have no
further obligations hereunder.

                                                     Yours very truly,

                                                     __________________________
                                                     Name:

                                                     Address:
Exhibit 4.1

                              BIOPURE CORPORATION

                                AGENT'S WARRANT

Warrant No.  [          ]                      Dated:  September [    ], 2004

         Biopure Corporation, a Delaware corporation (the "Company"), hereby
certifies that, for value received, C.E. Unterberg, Towbin, LLC or its
registered assigns (including permitted transferees, the "Holder"), is
entitled to purchase from the Company up to a total of [ ] shares (as adjusted
from time to time as provided in Section 9) of Common Stock (as defined
below), together with the associated preferred stock purchase rights under
that certain Rights Agreement (the "Rights Agreement") dated as of
September 24, 1999 between the Company and American Stock Transfer & Trust
Company, as rights agent, to the extent the Rights Agreement is in effect on
the date of such purchase, at an exercise price equal to $[ ] per share (as
adjusted from time to time as provided in Section 9, the "Exercise Price"), at
any time and from time to time from and after September [__], 2004 (the
"Initial Exercise Date") to and including September [__], 2009 (the
"Expiration Date"), and subject to the following terms and conditions.

         1. Definitions. The capitalized terms used herein and not otherwise
defined shall have the meanings set forth below:

                  "Affiliate" of any specified Person means any other person
or entity directly or indirectly controlling, controlled by or under direct or
indirect common control with such specified Person. For purposes of this
definition, "control" means the power to direct the management and policies of
such Person or firm, directly or indirectly, whether through the ownership of
voting securities, by contract or otherwise.

                  "Commission" means the United States Securities and Exchange
Commission.

                  "Common Stock" means the Class A common stock of the
Company, $0.01 par value per share.

                  "Eligible Market" means any of the New York Stock Exchange,
the American Stock Exchange or Nasdaq, and any successor markets thereto.

                  "Exchange Act" means the Securities Exchange Act of 1934, as
amended.

                  "Market Price" shall mean (i) if the principal trading
market for such securities is an exchange, the average of the last reported
sale prices per share for the last ten previous Trading Days in which a sale
was reported, as officially reported on any consolidated tape, (ii) if clause
(i) is not applicable, the average of the closing bid price per share for the
last ten previous Trading Days as set forth by Nasdaq or (iii) if clauses (i)
and (ii) are not applicable, the average of the closing bid price per share
for the last ten previous Trading Days as set forth in the National Quotation
Bureau sheet listing for such securities. Notwithstanding the foregoing, if
there is no reported sales price or closing bid price, as the case may be, on
any of the ten Trading Days preceding the event requiring a determination of
Market Price hereunder, then the Market Price shall be determined in good
faith after reasonable investigation by resolution of the Board of Directors
of the Company.

                  "Nasdaq" means the Nasdaq SmallCap Market or Nasdaq National
Market, and any successor markets thereto.

                  "Other Securities" refers to any capital stock (other than
Common Stock) and other securities of the Company or any other Person which
the Holder of this Warrant at any time shall be entitled to receive, or shall
have received, pursuant to the terms hereof upon the exercise of this Warrant,
in lieu of or in addition to Common Stock.

                  "Person" means any court or other federal, state, local or
other governmental authority or other individual or corporation, partnership,
trust, incorporated or unincorporated association, joint venture, limited
liability company, joint stock company, government (or an agency or
subdivision thereof) or other entity of any kind.

                  "Registration Statement" means the Company's Registration
Statement on Form S-3 filed with the Commission on June 19, 2003, as such
registration statement is amended or supplemented.

                  "Trading Day" means (a) any day on which the Common Stock is
listed or quoted and traded on any Eligible Market or (b) if the Common Stock
is not then quoted and traded on any Eligible Market, then a day on which
trading occurs on the Nasdaq National Market (or any successor thereto).

                  "Warrant Shares" shall initially mean shares of Common Stock
(together with the associated preferred stock purchase rights under the Rights
Agreement to the extent the Rights Agreement is in effect on the applicable
date) and in addition may include Other Securities and Substituted Property
(as defined in Section 9(e)(x)) issued or issuable from time to time upon
exercise of this Warrant.

         2. Registration of Warrant. The Company shall register this Warrant,
upon records to be maintained by the Company for that purpose (the "Warrant
Register"), in the name of the record Holder hereof from time to time. The
Company may deem and treat the registered Holder of this Warrant as the
absolute owner hereof for the purpose of any exercise hereof or any
distribution to the Holder, and for all other purposes.

         3. Registration of Transfers. The Company shall register the transfer
of any portion of this Warrant in the Warrant Register, upon surrender of this
Warrant, with the Form of Assignment attached hereto as Appendix A duly
completed and signed, to the Company at its address specified herein. Upon any
such registration and transfer, a new warrant in substantially the form of a
Warrant (any such new warrant, a "New Warrant"), evidencing the portion of
this Warrant so transferred shall be issued to the transferee and a New
Warrant evidencing the remaining portion of this Warrant not so transferred,
if any, shall be issued to the transferring Holder. The acceptance of the New
Warrant by the transferee thereof shall be deemed the acceptance by such
transferee of all of the rights and obligations of a holder of a Warrant.

         4. Exercise and Duration of Warrant.

                  (a) This Warrant shall be exercisable, either in its
entirety or for a portion of the number of Warrant Shares, by the registered
Holder at any time and from time to time from and after the Initial Exercise
Date to and including the Expiration Date. At 5:00 P.M. New York City time on
the Expiration Date, the portion of this Warrant not exercised prior thereto
shall be and become void and of no value, and the Holder hereof shall have no
right to purchase any additional Warrant Shares hereunder.

                  (b) A Holder may exercise this Warrant by delivering to the
Company, in accordance with Section 13, this Warrant, together with (i) an
exercise notice, in the form attached hereto as Appendix B (the "Exercise
Notice"), appropriately completed and duly signed, and (ii) payment of the
Exercise Price for the number of Warrant Shares as to which this Warrant is
being exercised (as set forth in Section 4(c) below), and the date such items
are received by the Company is an "Exercise Date." Execution and delivery of
an Exercise Notice in respect of less than all of the Warrant Shares issuable
upon exercise of this Warrant shall result in the cancellation of the original
Warrant and issuance of a New Warrant evidencing the right to purchase the
remaining number of Warrant Shares.

                  (c) The Holder shall pay the Exercise Price (i) in cash, by
certified bank check payable to the order of the Company or by wire transfer
of immediately available funds in accordance with the Company's instructions
or (ii) if at any time on or after the Initial Exercise Date the Market Price
exceeds the Exercise Price, by electing a "cashless exercise" of this Warrant
by delivering to the Company, in accordance with Section 13, this Warrant,
together with an Exercise Notice electing such "cashless exercise," in which
event the Company shall issue to the Holder the number of Warrant Shares
determined as follows:

                           X = Y [(A-B)/A]

                           where:

                           X = the number of Warrant Shares to be issued to the
                               Holder upon such cashless exercise;

                           Y = the number of Warrant Shares with respect to
                               which this Warrant is being exercised;

                           A = the Market Price on the Exercise Date; and

                           B = the Exercise Price.

                  (d) Notwithstanding anything to the contrary contained
herein, the number of Warrant Shares for which this Warrant may be exercised
upon its exercise by the Holder (or otherwise in respect hereof) shall be
limited to the extent necessary to insure that, following such exercise (or
other issuance), the total number of shares of Common Stock then beneficially
owned by such Holder and its Affiliates and any other Persons whose beneficial
ownership of Common Stock would be aggregated with the Holder's for purposes
of Section 13(d) of the Exchange Act, does not exceed 4.999% of the total
number of issued and outstanding shares of Common Stock (including for such
purpose the shares of Common Stock issuable upon such exercise). For such
purposes, beneficial ownership shall be determined in accordance with Section
13(d) of the Exchange Act and the rules and regulations promulgated
thereunder. This provision shall not restrict the number of shares of Common
Stock which a Holder may receive or beneficially own in order to determine the
amount of securities or other consideration that such Holder may receive in
the event of a Fundamental Transaction as contemplated in Section 9 of this
Warrant. By written notice to the Company, the Holder may waive the provisions
of this Section 4(d), but any such waiver will not be effective until the 61st
day after delivery of such notice. For purposes of this section and assisting
the calculation required hereunder, the Company shall provide the Holder, upon
two (2) days' prior written notice, the number of shares of Common Stock
outstanding as of the most recent practicable date.

                  (e) Notwithstanding anything to the contrary contained
herein, the number of Warrant Shares for which this Warrant may be exercised
upon its exercise by the Holder (or otherwise in respect hereof) shall be
limited to the extent necessary to insure that, following such exercise (or
other issuance), the total number of shares of Common Stock then beneficially
owned by such Holder and its Affiliates and any other Persons whose beneficial
ownership of Common Stock would be aggregated with the Holder's for purposes
of Section 13(d) of the Exchange Act, does not exceed 9.999% of the total
number of issued and outstanding shares of Common Stock (including for such
purpose the shares of Common Stock issuable upon such exercise). For such
purposes, beneficial ownership shall be determined in accordance with Section
13(d) of the Exchange Act and the rules and regulations promulgated
thereunder. This provision shall not restrict the number of shares of Common
Stock which a Holder may receive or beneficially own in order to determine the
amount of securities or other consideration that such Holder may receive in
the event of a Fundamental Transaction as contemplated in Section 9 of this
Warrant. This restriction may not be waived. For purposes of this section and
assisting the calculation required hereunder, the Company shall provide the
Holder, upon two (2) days' prior written notice, the number of shares of
Common Stock outstanding as of the most recent practicable date.

                  (f) Except as otherwise provided for herein, this Warrant
shall not entitle the Holder to any voting rights or other rights as a
stockholder of the Company by virtue of the ownership hereof.

         5. Delivery of Warrant Shares.

                  (a) Upon exercise of this Warrant, the Company shall
promptly, issue or cause to be issued and deliver or cause to be delivered to
the Holder, in such name or names as the Holder may designate, a certificate
for the Warrant Shares issuable upon such exercise (the "Certificate") bearing
no restrictive legends. The Holder, or any Person so designated by the Holder
to receive the Warrant Shares, shall be deemed to have become holder of record
of such Warrant Shares as of the Exercise Date. Failure by the Company to
deliver the Certificate (or to instruct DTC to credit the Holder's balance
account with DTC for the Warrant Shares issuable upon such exercise) on or
before the tenth day following the Exercise Date (the "Outside Date") shall
entitle the Holder to an amount in cash from the Company for each Trading Day
following the Outside Date until the delivery is effected equal to 1.0% of the
product of (i) the Warrant Shares issuable upon such exercise and (ii) the
positive difference between the Market Price on the Outside Date and the
Exercise Price.

                  (b) The Warrant and the Warrant Shares will be registered
pursuant to the Registration Statement, and the Company covenants and agrees
to maintain the effectiveness of the Registration Statement until the earlier
of (i) such time as the Warrant Shares have been sold thereunder or (ii) one
hundred and eighty (180) days following the exercise in full of the Warrant or
the expiration of any Warrant Shares not previously exercised thereunder. Not
withstanding the foregoing, in the event that, prior to such time as all of
the Warrant Shares have been sold by the Holder, the Company ceases to be
eligible under the Securities Act of 1933, as amended (the "Act") or the rules
and regulations promulgated thereunder, to maintain a registration statement
on Form S-3, or in the event that the Warrant or the Warrant Shares cease to
be eligible for inclusion in such Registration Statement to the extent
necessary to permit the Holder to exercise the Warrant and sell the Warrant
Shares without restriction under the Act, the Company will promptly (and in
any event within 10 days of the date that the Warrant or any Warrant Shares
cease to be so eligible), amend or file a new registration statement under the
Act on a form eligible for use by the Company for the registration of such
securities and use its best efforts to have such registration statement
declared effective by the Commission as soon as practicable after such filing,
which registration statement shall include such information as may be required
to permit the exercise of the Warrant and the sale of the Warrant Shares
without restriction under the Act. The Holder acknowledges and agrees that the
Warrant shall be exercisable pursuant to any such registration statement only
at such times as the registration statement is effective or in accordance with
any applicable exemption from the registration requirements of the Act. During
such time as the Warrant Shares are registered pursuant to any registration
statement under the Act, the Company further covenants and agrees to make
timely filings of all documents required to be filed under the Act or the
Exchange Act in order to ensure that the registration statement, including the
documents incorporated by reference therein, if any, do not contain an untrue
statement of a material fact or omit to state any material fact required to be
stated therein or necessary in order to make the statements therein not
misleading.

                  (c) This Warrant is exercisable, either in its entirety or,
from time to time, for a portion of the number of Warrant Shares. Upon
surrender of this Warrant following one or more partial exercises, the Company
shall issue or cause to be issued, at its expense, a New Warrant evidencing
the right to purchase the remaining number of Warrant Shares.

         6. Charges, Taxes and Expenses. Issuance and delivery of certificates
for shares of Common Stock upon exercise of this Warrant shall be made without
charge to the Holder for any issue or transfer tax, withholding tax, transfer
agent fee or other incidental tax or expense in respect of the issuance of
such certificates, all of which taxes and expenses shall be paid by the
Company; provided, however, that the Company shall not be required to pay any
tax which may be payable in respect of any transfer involved in the issue,
delivery or registration of any certificates for Warrant Shares or Warrant in
a name other than that of the Holder and that the Holder will be required to
pay any tax with respect to cash received in lieu of fractional shares. The
Holder shall be responsible for all other tax liability that may arise as a
result of holding or transferring this Warrant or receiving Warrant Shares
upon exercise hereof.

         7. Replacement of Warrant. If this Warrant is mutilated, lost, stolen
or destroyed, the Company, at the sole expense of the Holder (such expenses,
if any imposed by the Company to be reasonable), shall issue or cause to be
issued in exchange and substitution for and upon cancellation hereof, or in
lieu of and in substitution for this Warrant, a New Warrant, but only upon
receipt of evidence reasonably satisfactory to the Company of such loss, theft
or destruction and customary and reasonable indemnity, if requested by the
Company.

         8. Reservation of Warrant Shares. The Company covenants that it will
at all times reserve and keep available out of the aggregate of its authorized
but unissued and otherwise unreserved Common Stock, solely for the purpose of
enabling it to issue Warrant Shares upon exercise of this Warrant as herein
provided, the number of Warrant Shares which are then issuable and deliverable
upon the exercise of this entire Warrant, free from all taxes, liens, claims,
encumbrances with respect to the issuance of such Warrant Shares and will not
be subject to any pre-emptive rights or similar rights (taking into account
the adjustments and restrictions of Section 9 hereof). The Company covenants
that all Warrant Shares so issuable and deliverable shall, upon issuance and
the payment of the applicable Exercise Price in accordance with the terms
hereof, be duly and validly authorized, issued, fully paid and nonassessable.
The Company will take all such action as may be necessary to assure that such
shares of Common Stock may be issued as provided herein without violation of
any applicable law or regulation, or of any requirements of any securities
exchange or automated quotation system upon which the Common Stock may be
listed or quoted, as the case may be; provided, however, that such actions
shall only require the Company's best efforts (or other specified standard) to
the extent specifically provided for in this Warrant.

         9. Certain Adjustments. The Exercise Price and number of Warrant
Shares issuable upon exercise of this Warrant are subject to adjustment from
time to time as set forth in this Section 9.

                  (a) Stock Dividends. If the Company, at any time while this
Warrant is outstanding, pays a dividend on its Common Stock payable in
additional shares of Common Stock or otherwise makes a distribution on any
class of capital stock that is payable in shares of Common Stock, then in each
such case the Exercise Price shall be multiplied by a fraction, (A) the
numerator of which shall be the number of shares of Common Stock outstanding
immediately prior to the opening of business on the day after the record date
for the determination of stockholders entitled to receive such dividend or
distribution and (B) the denominator of which shall be the number of shares of
Common Stock outstanding immediately after the distribution date of such
dividend or distribution. Any adjustment made pursuant to this Section 9(a)
shall become effective immediately after the record date for the determination
of stockholders entitled to receive such dividend or distribution; provided,
however, that if following such record date the Company rescinds or modifies
such dividend or distribution, the Exercise Price shall be appropriately
adjusted (as of the date that the Company effectively rescinds or modifies
such dividend or distribution) to take into account the effect of such
rescinded or modified dividend or distribution on the Exercise Price pursuant
to this Section 9(a).

                  (b) Stock Splits. If the Company, at any time while this
Warrant is outstanding, (i) subdivides outstanding shares of Common Stock into
a larger number of shares, or (ii) combines outstanding shares of Common Stock
into a smaller number of shares, then in each such case the Exercise Price
shall be multiplied by a fraction, (A) the numerator of which shall be the
number of shares of Common Stock outstanding immediately before such event and
(B) the denominator of which shall be the number of shares of Common Stock
outstanding immediately after such event. Any adjustment pursuant to this
Section 9(b) shall become effective immediately after the effective date of
such subdivision or combination.

                  (c) Reclassifications. A reclassification of the Common
Stock (other than any such reclassification in connection with a merger or
consolidation to which Section 9(e) applies) into shares of any other class of
stock shall be deemed:

                           (i) a distribution by the Company to the holders of
its Common Stock of such shares of such other class of stock for the purposes
and within the meaning of this Section 9; and

                           (ii) if the outstanding shares of Common Stock
shall be changed into a larger or smaller number of shares of Common Stock as
part of such reclassification, such change shall be deemed a subdivision or
combination, as the case may be, of the outstanding shares of Common Stock for
the purposes and within the meaning of Section 9(b).

                  (d) Other Distributions. If the Company, at any time while
this Warrant is outstanding, distributes to holders of Common Stock (i)
evidences of its indebtedness, (ii) shares of any class of capital stock,
(iii) rights or warrants to subscribe for or purchase any shares of any class
of capital stock or (iv) any other asset, other than a distribution of Common
Stock covered by Section 9(a), (in each case, "Distributed Property"), then in
each such case the Exercise Price in effect immediately prior to the record
date fixed for determination of stockholders entitled to receive such
distribution (and the Exercise Price thereafter applicable) shall be adjusted
(effective on and after such record date) to equal the product of such
Exercise Price multiplied by a fraction, (A) the numerator of which shall be
Market Price on such record date less the then fair market value of the
Distributed Property distributed in respect of one outstanding share of Common
Stock, which, if the Distributed Property is other than cash or marketable
securities, shall be as determined in good faith by the Board of Directors of
the Company whose determination shall be described in a board resolution, and
(B) the denominator of which shall be the Market Price on such record date;
provided, however, that if following the record date for such distribution the
Company rescinds or modifies such distribution, the Exercise Price shall be
appropriately adjusted (as of the date that the Company effectively rescinds
or modifies such distribution) to take into account the effect of such
rescinded or modified distribution on the Exercise Price pursuant to this
Section 9(d).

                  (e) Fundamental Transactions. If, at any time following the
Initial Exercise Date, (i) the Company effects any merger or consolidation of
the Company with or into another Person, (ii) the Company effects any sale of
all or substantially all of its assets in one or a series of related
transactions or (iii) there shall occur any merger of another Person into the
Company whereby the Common Stock is cancelled, converted or reclassified into
or exchanged for other securities, cash or property (in any such case, a
"Fundamental Transaction"), then, as a condition to the consummation of such
Fundamental Transaction, the Company shall (or, in the case of any Fundamental
Transaction in which the Company is not the surviving entity, the Company
shall take all reasonable steps to cause such other Person to) execute and
deliver to the Holder of this Warrant a written instrument providing that:

                           (x) so long as this Warrant remains outstanding,
upon the exercise hereof at any time on or after the consummation of such
Fundamental Transaction and on such terms and subject to such conditions as
shall be nearly equivalent as may be practicable to the provisions set forth
in this Warrant, this Warrant shall be exercisable into, in lieu of Common
Stock issuable upon such exercise prior to such consummation, the securities
or other property (the "Substituted Property") that would have been received
in connection with such Fundamental Transaction by a holder of the number of
shares of Common Stock into which this Warrant was exercisable immediately
prior to such Fundamental Transaction, assuming such holder of Common Stock:

                                    (A) is not a Person with which the Company
consolidated or into which the Company merged or which merged into the Company
or to which such sale or transfer was made, as the case may be (a "Constituent
Person"), or an Affiliate of a Constituent Person; and

                                    (B) failed to exercise such Holder's
rights of election, if any, as to the kind or amount of securities, cash and
other property receivable in connection with such Fundamental Transaction
(provided, however, that if the kind or amount of securities, cash or other
property receivable in connection with such Fundamental Transaction is not the
same for each share of Common Stock held immediately prior to such Fundamental
Transaction by a Person other than a Constituent Person or an Affiliate
thereof and in respect of which such rights of election shall not have been
exercised (a "Non-Electing Share"), then, for the purposes of this Section
9(e), the kind and amount of securities, cash and other property receivable in
connection with such Fundamental Transaction by each Non-Electing Share shall
be deemed to be the kind and amount so receivable per share by a plurality of
the Non-Electing Shares); and

                           (y) the rights and obligations of the Company (or,
in the event of a transaction in which the Company is not the surviving
Person, such other Person) and the Holder in respect of Substituted Property
shall be as nearly equivalent as may be practicable to the rights and
obligations of the Company and Holder in respect of Common Stock hereunder.

                  Such written instrument shall provide for adjustments which,
for events subsequent to the effective date of such written instrument, shall
be as nearly equivalent as may be practicable to the adjustments provided for
in this Section 9. The above provisions of this Section 9(e) shall similarly
apply to successive Fundamental Transactions.

                  (f) Adjustment of Warrant Shares. Simultaneously with any
adjustment to the Exercise Price pursuant to paragraphs (a) through (d) of
this Section 9, the number of Warrant Shares that may be purchased upon
exercise of this Warrant shall be increased or decreased proportionately, so
that after such adjustment the aggregate Exercise Price payable hereunder for
the increased or decreased number of Warrant Shares shall be the same as the
aggregate Exercise Price payable for the Warrant Shares immediately prior to
such adjustment.

                  (g) Calculations. All calculations under this Section 9
shall be made to the nearest cent or the nearest 1/100th of a share, as
applicable. The number of shares of Common Stock outstanding at any given time
shall not include shares owned or held by or for the account of the Company,
and the disposition of any such shares shall be considered an issue or sale of
Common Stock.

                  (h) Adjustments. Notwithstanding any provision of this
Section 9, no adjustment of the Exercise Price shall be required if such
adjustment is less than $0.01; provided, however, that any adjustments which
by reason of this Section 9(h) are not required to be made shall be carried
forward and taken into account for purposes of any subsequent adjustment
required to be made hereunder.

                  (i) Notice of Adjustments. Upon the occurrence of each
adjustment pursuant to this Section 9, the Company will promptly deliver to
the Holder a certificate executed by the Company's Chief Financial Officer
setting forth, in reasonable detail, the event requiring such adjustment and
the method by which such adjustment was calculated, the adjusted Exercise
Price and the adjusted number or type of Warrant Shares or other securities
issuable upon exercise of this Warrant (as applicable). The Company will
retain at its office copies of all such certificates and cause the same to be
available for inspection at said office during normal business hours by the
Holder or any prospective purchaser of the Warrant designated by the Holder.

                  (j) Notice of Corporate Events. If the Company (i) declares
a dividend or any other distribution of cash, securities or other property in
respect of its Common Stock, including, without limitation, any granting of
rights or warrants to subscribe for or purchase any capital stock of the
Company or any subsidiary of the Company, (ii) authorizes, approves, enters
into any agreement contemplating, or solicits stockholder approval for, any
Fundamental Transaction or (iii) authorizes the voluntary dissolution,
liquidation or winding up of the affairs of the Company, then the Company
shall deliver to the Holder a notice describing the material terms and
conditions of such transaction at least 15 calendar days prior to the
applicable record or effective date on which a Person would need to hold
Common Stock in order to participate in or vote with respect to such
transaction, and the Company will take all steps reasonably necessary in order
to ensure that the Holder is given the practical opportunity to exercise this
Warrant prior to such time so as to participate in or vote with respect to
such transaction; provided, however, that the failure to deliver such notice
or any defect therein shall not affect the validity of the corporate action
required to be described in such notice.

         10. Fractional Shares. The Company shall not be required to issue or
cause to be issued fractional Warrant Shares on the exercise of this Warrant.
If any fraction of a Warrant Share would, except for the provisions of this
Section 10, be issuable upon exercise of this Warrant, the Company shall make
a cash payment to the Holder equal to (a) such fraction multiplied by (b) the
Market Price on the Exercise Date of one full Warrant Share.

         11. Listing on Securities Exchanges. The Company has listed, and will
use its best efforts to maintain the listing of, the Warrant Shares on Nasdaq.
In furtherance and not in limitation of any other provision of this Warrant,
if the Company at any time shall list any Common Stock on any Eligible Market
other than Nasdaq, the Company will, at its expense, simultaneously list the
Warrant Shares (and use its best efforts to maintain such listing) on such
Eligible Market, upon official notice of issuance following the exercise of
this Warrant; and the Company will so list, register and use its best efforts
to maintain such listing on any Eligible Market any Other Securities, if and
at the time that any securities of like class or similar type shall be listed
on such Eligible Market by the Company.

         12. Remedies. The Company stipulates that the remedies at law of the
Holder of this Warrant in the event of any default or threatened default by
the Company in the performance of or compliance with any of the terms of this
Warrant are not and will not be adequate, and that such terms may be
specifically enforced by a decree for the specific performance of any
agreement contained herein or by an injunction against a violation of any of
the terms hereof or otherwise.

         13. Notices. Any and all notices or other communications or
deliveries hereunder (including without limitation any Exercise Notice) shall
be in writing and shall be mailed by certified mail, return receipt requested,
or by a nationally recognized courier service or delivered (in person or by
facsimile), against receipt to the party to whom such notice or other
communication is to be given. Any notice or other communication given by means
permitted by this Section 13 shall be deemed given at the time of receipt
thereof. The address for such notices or communications shall be as set forth
below:

         If to the Company:         Biopure Corporation
                                    11 Hurley Street
                                    Cambridge, MA  02141

         If to the Holder:          C.E. Unterberg, Towbin
                                    350 Madison Avenue
                                    New York, NY  10017

Or such other address as is provided to such other party in accordance with
this Section 14.

         14. Warrant Agent. The Company shall serve as warrant agent under
this Warrant. Upon 30 days' notice to the Holder, the Company may appoint a
new warrant agent. Any Person into which any new warrant agent may be merged,
any Person resulting from any consolidation to which any new warrant agent
shall be a party or any Person to which any new warrant agent transfers
substantially all of its corporate trust or shareholders services business
shall be a successor warrant agent under this Warrant without any further act.
Any such successor warrant agent shall promptly cause notice of its succession
as warrant agent to be mailed (by first class mail, postage prepaid) to the
Holder at the Holder's last address as shown on the Warrant Register.

         15. Miscellaneous. (a) This Warrant may be assigned by the Holder.
This Warrant may not be assigned by the Company, except to a successor in the
event of a Fundamental Transaction. This Warrant shall be binding on and inure
to the benefit of the parties hereto and their respective successors and
assigns. Subject to the preceding sentence, nothing in this Warrant shall be
construed to give to any Person other than the Company and the Holder any
legal or equitable right, remedy or cause of action under this Warrant. This
Warrant may be amended only in writing signed by the Company and the Holder
and their successors and assigns.

                  (b) The Company will not, by amendment of its governing
documents or through any reorganization, transfer of assets, consolidation,
merger, dissolution, issue or sale of securities or any other voluntary
action, avoid or seek to avoid the observance or performance of any of the
terms of this Warrant, but will at all times in good faith assist in the
carrying out of all such terms and in the taking of all such action as may be
necessary or appropriate in order to protect the rights of the Holder against
impairment. Without limiting the generality of the foregoing, the Company (i)
will not increase the par value of any Warrant Shares above the amount payable
therefor upon exercise thereof, and (ii) will take all such action as may be
reasonably necessary or appropriate in order that the Company may validly and
legally issue fully paid and nonassessable Warrant Shares on the exercise of
this Warrant, free from all taxes, liens, claims and encumbrances and (iii)
will not close its shareholder books or records in any manner which interferes
with the timely exercise of this Warrant.

                  (c) This Warrant shall be governed by and construed and
enforced in accordance with the laws of the State of New York. Each party
hereby irrevocably submits to the exclusive jurisdiction of the state and
Federal courts sitting in the City of New York, Borough of Manhattan, for the
adjudication of any dispute hereunder or in connection herewith or with any
transaction contemplated hereby or discussed herein, and hereby irrevocably
waives, and agrees not to assert in any suit, action or proceeding that it is
not personally subject to the jurisdiction of any such court or that such
suit, action or proceeding is improper. Each party hereby irrevocably waives
personal service of process and consents to process being served in any such
suit, action or proceeding by mailing a copy thereof via registered or
certified mail or overnight delivery (with evidence of delivery) to such party
at the address in effect for notices to it under this Warrant and agrees that
such service shall constitute good and sufficient service of process and
notice thereof. Nothing contained herein shall be deemed to limit in any way
any right to serve process in any manner permitted by law. THE PARTIES HEREBY
WAIVE ALL RIGHTS TO A TRIAL BY JURY.

                  (d) Neither party shall be deemed in default of any
provision of this Warrant, to the extent that performance of its obligations
or attempts to cure a breach hereof are delayed or prevented by any event
reasonably beyond the control of such party, including, without limitation,
war, hostilities, acts of terrorism, revolution, riot, civil commotion,
national emergency, strike, lockout, unavailability of supplies, epidemic,
fire, flood, earthquake, force of nature, explosion, embargo, or any other Act
of God, or any law, proclamation, regulation, ordinance, or other act or order
of any court, government or governmental agency, provided that such party
gives the other party written notice thereof promptly upon discovery thereof
and uses reasonable efforts to cure or mitigate the delay or failure to
perform.

                  (e) The headings herein are for convenience only, do not
constitute a part of this Warrant and shall not be deemed to limit or affect
any of the provisions hereof.

                  (f) In case any one or more of the provisions of this
Warrant shall be deemed invalid or unenforceable in any respect, the validity
and enforceability of the remaining terms and provisions of this Warrant shall
not in any way be affected or impaired thereby and the parties will attempt in
good faith to agree upon a valid and enforceable provision which shall be a
commercially reasonable substitute therefor, and upon so agreeing, shall
incorporate such substitute provision in this Warrant.

                 [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK,
                            SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, the Company has caused this Warrant to
be duly executed by its authorized officer as of the date first indicated
above.

                                                   BIOPURE CORPORATION

                                                   By: ________________________
                                                       Name:
                                                       Title:
APPENDIX A

                              FORM OF ASSIGNMENT

          (to be completed and signed only upon transfer of Warrant)

                  FOR VALUE RECEIVED, the undersigned hereby sells, assigns
and transfers unto ________________________________________ the right
represented by the within Warrant to purchase _____________ shares of Common
Stock of Biopure Corporation to which the within warrant relates and appoints
__________________________ attorney to transfer said right on the books of
Biopure Corporation with full power of substitution in the premises.

Dated:____________                      _______________________________________
                                        (Signature must conform in all respects
                                        to name of Holder as specified on face
                                        of the Warrant)

                                        Address of Transferee:

                                        _______________________________________

                                        _______________________________________

                                        _______________________________________
In the presence of:

__________________________________
APPENDIX B

                            FORM OF EXERCISE NOTICE

(To be executed by the Holder to exercise the right to purchase shares of
Common Stock under the foregoing Warrant)

To:      Biopure Corporation

The undersigned is the Holder of Warrant No. [ ] (the "Warrant") issued by
Biopure Corporation, a Delaware corporation (the "Company"). Capitalized terms
used herein and not otherwise defined have the respective meanings set forth
in the Warrant.

1.       The Warrant is currently exercisable to purchase a total of _________
         Warrant Shares.

2.       The undersigned Holder hereby exercises its right to purchase
         _________ Warrant Shares pursuant to the Warrant.

3.       The Holder intends that payment of the Exercise Price shall be made
         as (check one):

              Cash Exercise_______
              Cashless Exercise_______

4.       If the Holder has elected a Cash Exercise, the Holder shall pay the
         sum of $________ to the Company in accordance with the terms of the
         Warrant.

5.       If the Holder has elected a Cashless Exercise, a certificate shall be
         issued to the Holder for the number of shares equal to the whole
         number portion of the product of the calculation set forth below,
         which is _________. The Company shall pay a cash adjustment in
         respect of the fractional portion of the product of the calculation
         set forth below in an amount equal to the product of the fractional
         portion of such product and the Market Price on the Exercise Day,
         which product is
         __________.

              X = Y[(A-B)/A]

              X = the number of Warrant Shares to be issued to the Holder.

              Number of Warrant Shares being exercised: ____________ ("Y").

              Market Price on the Exercise Day: _____________ ("A").

              Exercise Price: _____________("B")

6.       Pursuant to this exercise, the Company shall deliver to the Holder
         Warrant Shares in accordance with the terms of the Warrant

7.       Following this exercise, the Warrant shall be exercisable to purchase
         a total of __________ Warrant Shares.

Dated: ____________                           Name of Holder:

                                              (Print)__________________________

                                              By:______________________________

                                              Title:___________________________

                                              (Signature must conform in all
                                              respects to name of Holder as
                                              specified on face of the Warrant)
Exhibit 4.2

                              BIOPURE CORPORATION

                               INVESTOR WARRANT

Warrant No.  [          ]                     Dated:  September [    ], 2004

         Biopure Corporation, a Delaware corporation (the "Company"), hereby
certifies that, for value received, [____________________] or its registered
assigns (including permitted transferees, the "Holder"), is entitled to
purchase from the Company up to a total of [ ] shares (as adjusted from time
to time as provided in Section 9) of Common Stock (as defined below), together
with the associated preferred stock purchase rights under that certain Rights
Agreement (the "Rights Agreement") dated as of as of September 24, 1999
between the Company and American Stock Transfer & Trust Company, as rights
agent, to the extent the Rights Agreement is in effect on the date of such
purchase, at an exercise price equal to $0.42 per share (as adjusted from time
to time as provided in Section 9, the "Exercise Price"), at any time and from
time to time from and after September [__], 2004 (the "Initial Exercise Date")
to and including September [__], 2009 (the "Expiration Date"), and subject to
the following terms and conditions.

         1. Definitions. The capitalized terms used herein and not otherwise
defined shall have the meanings set forth below:

                  "Affiliate" of any specified Person means any other person
or entity directly or indirectly controlling, controlled by or under direct or
indirect common control with such specified Person. For purposes of this
definition, "control" means the power to direct the management and policies of
such Person or firm, directly or indirectly, whether through the ownership of
voting securities, by contract or otherwise.

                  "Commission" means the United States Securities and Exchange
Commission.

                  "Common Stock" means the Class A common stock of the
Company, $0.01 par value per share.

                  "Eligible Market" means any of the New York Stock Exchange,
the American Stock Exchange or Nasdaq, and any successor markets thereto.

                  "Exchange Act" means the Securities Exchange Act of 1934, as
amended.

                  "Market Price" shall mean (i) if the principal trading
market for such securities is an exchange, the average of the last reported
sale prices per share for the last ten previous Trading Days in which a sale
was reported, as officially reported on any consolidated tape, (ii) if clause
(i) is not applicable, the average of the closing bid price per share for the
last ten previous Trading Days as set forth by Nasdaq or (iii) if clauses (i)
and (ii) are not applicable, the average of the closing bid price per share
for the last ten previous Trading Days as set forth in the National Quotation
Bureau sheet listing for such securities. Notwithstanding the foregoing, if
there is no reported sales price or closing bid price, as the case may be, on
any of the ten Trading Days preceding the event requiring a determination of
Market Price hereunder, then the Market Price shall be determined in good
faith after reasonable investigation by resolution of the Board of Directors
of the Company.

                  "Nasdaq" means the Nasdaq SmallCap Market or Nasdaq National
Market, and any successor markets thereto.

                  "Other Securities" refers to any capital stock (other than
Common Stock) and other securities of the Company or any other Person which
the Holder of this Warrant at any time shall be entitled to receive, or shall
have received, pursuant to the terms hereof upon the exercise of this Warrant,
in lieu of or in addition to Common Stock.

                  "Person" means any court or other federal, state, local or
other governmental authority or other individual or corporation, partnership,
trust, incorporated or unincorporated association, joint venture, limited
liability company, joint stock company, government (or an agency or
subdivision thereof) or other entity of any kind.

                  "Registration Statement" means the Company's Registration
Statement on Form S-3 filed with the Commission on June 19, 2003, as such
registration statement is amended or supplemented.

                  "Trading Day" means (a) any day on which the Common Stock is
listed or quoted and traded on any Eligible Market or (b) if the Common Stock
is not then quoted and traded on any Eligible Market, then a day on which
trading occurs on the Nasdaq National Market (or any successor thereto).

                  "Warrant Shares" shall initially mean shares of Common Stock
(together with the associated preferred stock purchase rights under the Rights
Agreement to the extent the Rights Agreement is in effect on the applicable
date) and in addition may include Other Securities and Substituted Property
(as defined in Section 9(e)(x)) issued or issuable from time to time upon
exercise of this Warrant.

         2. Registration of Warrant. The Company shall register this Warrant,
upon records to be maintained by the Company for that purpose (the "Warrant
Register"), in the name of the record Holder hereof from time to time. The
Company may deem and treat the registered Holder of this Warrant as the
absolute owner hereof for the purpose of any exercise hereof or any
distribution to the Holder, and for all other purposes.

         3. Registration of Transfers. The Company shall register the transfer
of any portion of this Warrant in the Warrant Register, upon surrender of this
Warrant, with the Form of Assignment attached hereto as Appendix A duly
completed and signed, to the Company at its address specified herein. Upon any
such registration and transfer, a new warrant in substantially the form of a
Warrant (any such new warrant, a "New Warrant"), evidencing the portion of
this Warrant so transferred shall be issued to the transferee and a New
Warrant evidencing the remaining portion of this Warrant not so transferred,
if any, shall be issued to the transferring Holder. The acceptance of the New
Warrant by the transferee thereof shall be deemed the acceptance by such
transferee of all of the rights and obligations of a holder of a Warrant.

         4. Exercise and Duration of Warrant.

                  (a) This Warrant shall be exercisable, either in its
entirety or for a portion of the number of Warrant Shares, by the registered
Holder at any time and from time to time from and after the Initial Exercise
Date to and including the Expiration Date. At 5:00 P.M. New York City time on
the Expiration Date, the portion of this Warrant not exercised prior thereto
shall be and become void and of no value, and the Holder hereof shall have no
right to purchase any additional Warrant Shares hereunder.

                  (b) A Holder may exercise this Warrant by delivering to the
Company, in accordance with Section 13, this Warrant, together with (i) an
exercise notice, in the form attached hereto as Appendix B (the "Exercise
Notice"), appropriately completed and duly signed, and (ii) payment of the
Exercise Price for the number of Warrant Shares as to which this Warrant is
being exercised (as set forth in Section 4(c) below), and the date such items
are received by the Company is an "Exercise Date." Execution and delivery of
an Exercise Notice in respect of less than all of the Warrant Shares issuable
upon exercise of this Warrant shall result in the cancellation of the original
Warrant and issuance of a New Warrant evidencing the right to purchase the
remaining number of Warrant Shares.

                  (c) The Holder shall pay the Exercise Price in cash, by
certified bank check payable to the order of the Company or by wire transfer
of immediately available funds in accordance with the Company's instructions.

                  (d) Except as otherwise provided for herein, this Warrant
shall not entitle the Holder to any voting rights or other rights as a
stockholder of the Company by virtue of the ownership hereof.

                  (e) Notwithstanding anything to the contrary herein, after
the eighteenth (18th) month anniversary of the date hereof, the Company may,
by written notice to the Holder, require that the Holder execute and deliver
to the Company an Exercise Notice exercising all of the Warrant Shares then
held by such Holder within twenty Business Days of the date of the Company's
notice; provided, however, that the Company may only provide such notice if
the daily volume weighted average price per share of the Common Stock for each
of the ten consecutive trading days ended immediately prior to the Company's
notice is equal to or greater than the Exercise Price multiplied by two (2).
At 5:00 P.M. New York City time on such 20th Business Day, the portion of this
Warrant not exercised prior thereto shall be and become void and of no value,
and the Holder hereof shall have no right to purchase any additional Warrant
Shares hereunder.

         5. Delivery of Warrant Shares.

                  (a) Upon exercise of this Warrant, the Company shall
promptly, issue or cause to be issued and deliver or cause to be delivered to
the Holder, in such name or names as the Holder may designate, a certificate
for the Warrant Shares issuable upon such exercise (the "Certificate") bearing
no restrictive legends. The Holder, or any Person so designated by the Holder
to receive the Warrant Shares, shall be deemed to have become holder of record
of such Warrant Shares as of the Exercise Date.

                  (b) The Warrant and the Warrant Shares will be registered
pursuant to the Registration Statement, and the Company covenants and agrees
to maintain the effectiveness of the Registration Statement until the
Expiration Date. Not withstanding the foregoing, in the event that, prior to
the Expiration Date, the Company ceases to be eligible under the Securities
Act of 1933, as amended (the "Act") or the rules and regulations promulgated
thereunder, to maintain a registration statement on Form S-3, or in the event
that the Warrant or the Warrant Shares cease to be eligible for inclusion in
such Registration Statement to the extent necessary to permit the Holder to
exercise the Warrant and sell the Warrant Shares without restriction under the
Act, the Company will promptly (and in any event within 10 days of the date
that the Warrant or any Warrant Shares cease to be so eligible), amend or file
a new registration statement under the Act on a form eligible for use by the
Company for the registration of such securities and use its best efforts to
have such registration statement declared effective by the Commission as soon
as practicable after such filing, which registration statement shall include
such information as may be required to permit the exercise of the Warrant and
the sale of the Warrant Shares without restriction under the Act. The Holder
acknowledges and agrees that the Warrant shall be exercisable pursuant to any
such registration statement only at such times as the registration statement
is effective or in accordance with any applicable exemption from the
registration requirements of the Act. During such time as the Warrant Shares
are registered pursuant to any registration statement under the Act, the
Company further covenants and agrees to make timely filings of all documents
required by be filed under the Act or the Exchange Act in order to ensure that
the registration statement, including the documents incorporated by reference
therein, if any, do not contain an untrue statement of a material fact or omit
to state any material fact required to be stated therein or necessary in order
to make the statements therein not misleading.

                  (c) This Warrant is exercisable, either in its entirety or,
from time to time, for a portion of the number of Warrant Shares. Upon
surrender of this Warrant following one or more partial exercises, the Company
shall issue or cause to be issued, at its expense, a New Warrant evidencing
the right to purchase the remaining number of Warrant Shares.

         6. Charges, Taxes and Expenses. Issuance and delivery of certificates
for shares of Common Stock upon exercise of this Warrant shall be made without
charge to the Holder for any issue or transfer tax, withholding tax, transfer
agent fee or other incidental tax or expense in respect of the issuance of
such certificates, all of which taxes and expenses shall be paid by the
Company; provided, however, that the Company shall not be required to pay any
tax which may be payable in respect of any transfer involved in the issue,
delivery or registration of any certificates for Warrant Shares or Warrant in
a name other than that of the Holder and that the Holder will be required to
pay any tax with respect to cash received in lieu of fractional shares. The
Holder shall be responsible for all other tax liability that may arise as a
result of holding or transferring this Warrant or receiving Warrant Shares
upon exercise hereof.

         7. Replacement of Warrant. If this Warrant is mutilated, lost, stolen
or destroyed, the Company, at the sole expense of the Holder (such expenses,
if any imposed by the Company to be reasonable), shall issue or cause to be
issued in exchange and substitution for and upon cancellation hereof, or in
lieu of and in substitution for this Warrant, a New Warrant, but only upon
receipt of evidence reasonably satisfactory to the Company of such loss, theft
or destruction and customary and reasonable indemnity, if requested by the
Company.

         8. Reservation of Warrant Shares. The Company covenants that it will
at all times reserve and keep available out of the aggregate of its authorized
but unissued and otherwise unreserved Common Stock, solely for the purpose of
enabling it to issue Warrant Shares upon exercise of this Warrant as herein
provided, the number of Warrant Shares which are then issuable and deliverable
upon the exercise of this entire Warrant, free from all taxes, liens, claims,
encumbrances with respect to the issuance of such Warrant Shares and will not
be subject to any pre-emptive rights or similar rights (taking into account
the adjustments and restrictions of Section 9 hereof). The Company covenants
that all Warrant Shares so issuable and deliverable shall, upon issuance and
the payment of the applicable Exercise Price in accordance with the terms
hereof, be duly and validly authorized, issued, fully paid and nonassessable.
The Company will take all such action as may be necessary to assure that such
shares of Common Stock may be issued as provided herein without violation of
any applicable law or regulation, or of any requirements of any securities
exchange or automated quotation system upon which the Common Stock may be
listed or quoted, as the case may be; provided, however, that such actions
shall only require the Company's best efforts (or other specified standard) to
the extent specifically provided for in this Warrant.

         9. Certain Adjustments. The Exercise Price and number of Warrant
Shares issuable upon exercise of this Warrant are subject to adjustment from
time to time as set forth in this Section 9.

                  (a) Stock Dividends. If the Company, at any time while this
Warrant is outstanding, pays a dividend on its Common Stock payable in
additional shares of Common Stock or otherwise makes a distribution on any
class of capital stock that is payable in shares of Common Stock, then in each
such case the Exercise Price shall be multiplied by a fraction, (A) the
numerator of which shall be the number of shares of Common Stock outstanding
immediately prior to the opening of business on the day after the record date
for the determination of stockholders entitled to receive such dividend or
distribution and (B) the denominator of which shall be the number of shares of
Common Stock outstanding immediately after the distribution date of such
dividend or distribution. Any adjustment made pursuant to this Section 9(a)
shall become effective immediately after the record date for the determination
of stockholders entitled to receive such dividend or distribution; provided,
however, that if following such record date the Company rescinds or modifies
such dividend or distribution, the Exercise Price shall be appropriately
adjusted (as of the date that the Company effectively rescinds or modifies
such dividend or distribution) to take into account the effect of such
rescinded or modified dividend or distribution on the Exercise Price pursuant
to this Section 9(a).

                  (b) Stock Splits. If the Company, at any time while this
Warrant is outstanding, (i) subdivides outstanding shares of Common Stock into
a larger number of shares, or (ii) combines outstanding shares of Common Stock
into a smaller number of shares, then in each such case the Exercise Price
shall be multiplied by a fraction, (A) the numerator of which shall be the
number of shares of Common Stock outstanding immediately before such event and
(B) the denominator of which shall be the number of shares of Common Stock
outstanding immediately after such event. Any adjustment pursuant to this
Section 9(b) shall become effective immediately after the effective date of
such subdivision or combination.

                  (c) Reclassifications. A reclassification of the Common
Stock (other than any such reclassification in connection with a merger or
consolidation to which Section 9(e) applies) into shares of any other class of
stock shall be deemed:

                           (i) a distribution by the Company to the holders of
its Common Stock of such shares of such other class of stock for the purposes
and within the meaning of this Section 9; and

                           (ii) if the outstanding shares of Common Stock
shall be changed into a larger or smaller number of shares of Common Stock as
part of such reclassification, such change shall be deemed a subdivision or
combination, as the case may be, of the outstanding shares of Common Stock for
the purposes and within the meaning of Section 9(b).

                  (d) Other Distributions. If the Company, at any time while
this Warrant is outstanding, distributes to holders of Common Stock (i)
evidences of its indebtedness, (ii) shares of any class of capital stock,
(iii) rights or warrants to subscribe for or purchase any shares of any class
of capital stock or (iv) any other asset, other than a distribution of Common
Stock covered by Section 9(a), (in each case, "Distributed Property"), then in
each such case the Exercise Price in effect immediately prior to the record
date fixed for determination of stockholders entitled to receive such
distribution (and the Exercise Price thereafter applicable) shall be adjusted
(effective on and after such record date) to equal the product of such
Exercise Price multiplied by a fraction, (A) the numerator of which shall be
Market Price on such record date less the then fair market value of the
Distributed Property distributed in respect of one outstanding share of Common
Stock, which, if the Distributed Property is other than cash or marketable
securities, shall be as determined in good faith by the Board of Directors of
the Company whose determination shall be described in a board resolution, and
(B) the denominator of which shall be the Market Price on such record date;
provided, however, that if following the record date for such distribution the
Company rescinds or modifies such distribution, the Exercise Price shall be
appropriately adjusted (as of the date that the Company effectively rescinds
or modifies such distribution) to take into account the effect of such
rescinded or modified distribution on the Exercise Price pursuant to this
Section 9(d).

                  (e) Fundamental Transactions. If, at any time following the
Initial Exercise Date, (i) the Company effects any merger or consolidation of
the Company with or into another Person, (ii) the Company effects any sale of
all or substantially all of its assets in one or a series of related
transactions or (iii) there shall occur any merger of another Person into the
Company whereby the Common Stock is cancelled, converted or reclassified into
or exchanged for other securities, cash or property (in any such case, a
"Fundamental Transaction"), then, as a condition to the consummation of such
Fundamental Transaction, the Company shall (or, in the case of any Fundamental
Transaction in which the Company is not the surviving entity, the Company
shall take all reasonable steps to cause such other Person to) execute and
deliver to the Holder of this Warrant a written instrument providing that:

                  (x) so long as this Warrant remains outstanding, upon the
exercise hereof at any time on or after the consummation of such Fundamental
Transaction and on such terms and subject to such conditions as shall be
nearly equivalent as may be practicable to the provisions set forth in this
Warrant, this Warrant shall be exercisable into, in lieu of Common Stock
issuable upon such exercise prior to such consummation, the securities or
other property (the "Substituted Property") that would have been received in
connection with such Fundamental Transaction by a holder of the number of
shares of Common Stock into which this Warrant was exercisable immediately
prior to such Fundamental Transaction, assuming such holder of Common Stock:

                           (A) is not a Person with which the Company
consolidated or into which the Company merged or which merged into the Company
or to which such sale or transfer was made, as the case may be (a "Constituent
Person"), or an Affiliate of a Constituent Person; and

                           (B) failed to exercise such Holder's rights of
election, if any, as to the kind or amount of securities, cash and other
property receivable in connection with such Fundamental Transaction (provided,
however, that if the kind or amount of securities, cash or other property
receivable in connection with such Fundamental Transaction is not the same for
each share of Common Stock held immediately prior to such Fundamental
Transaction by a Person other than a Constituent Person or an Affiliate
thereof and in respect of which such rights of election shall not have been
exercised (a "Non-Electing Share"), then, for the purposes of this Section
9(e), the kind and amount of securities, cash and other property receivable in
connection with such Fundamental Transaction by each Non-Electing Share shall
be deemed to be the kind and amount so receivable per share by a plurality of
the Non-Electing Shares); and

                  (y) the rights and obligations of the Company (or, in the
event of a transaction in which the Company is not the surviving Person, such
other Person) and the Holder in respect of Substituted Property shall be as
nearly equivalent as may be practicable to the rights and obligations of the
Company and Holder in respect of Common Stock hereunder.

                  Such written instrument shall provide for adjustments which,
for events subsequent to the effective date of such written instrument, shall
be as nearly equivalent as may be practicable to the adjustments provided for
in this Section 9. The above provisions of this Section 9(e) shall similarly
apply to successive Fundamental Transactions.

                  (f) Adjustment of Warrant Shares. Simultaneously with any
adjustment to the Exercise Price pursuant to paragraphs (a) through (d) of
this Section 9, the number of Warrant Shares that may be purchased upon
exercise of this Warrant shall be increased or decreased proportionately, so
that after such adjustment the aggregate Exercise Price payable hereunder for
the increased or decreased number of Warrant Shares shall be the same as the
aggregate Exercise Price payable for the Warrant Shares immediately prior to
such adjustment.

                  (g) Calculations. All calculations under this Section 9
shall be made to the nearest cent or the nearest 1/100th of a share, as
applicable. The number of shares of Common Stock outstanding at any given time
shall not include shares owned or held by or for the account of the Company,
and the disposition of any such shares shall be considered an issue or sale of
Common Stock.

                  (h) Adjustments. Notwithstanding any provision of this
Section 9, no adjustment of the Exercise Price shall be required if such
adjustment is less than $0.01; provided, however, that any adjustments which
by reason of this Section 9(h) are not required to be made shall be carried
forward and taken into account for purposes of any subsequent adjustment
required to be made hereunder.

                  (i) Notice of Adjustments. Upon the occurrence of each
adjustment pursuant to this Section 9, the Company will promptly deliver to
the Holder a certificate executed by the Company's Chief Financial Officer
setting forth, in reasonable detail, the event requiring such adjustment and
the method by which such adjustment was calculated, the adjusted Exercise
Price and the adjusted number or type of Warrant Shares or other securities
issuable upon exercise of this Warrant (as applicable). The Company will
retain at its office copies of all such certificates and cause the same to be
available for inspection at said office during normal business hours by the
Holder or any prospective purchaser of the Warrant designated by the Holder.

                  (j) Notice of Corporate Events. If the Company (i) declares
a dividend or any other distribution of cash, securities or other property in
respect of its Common Stock, including, without limitation, any granting of
rights or warrants to subscribe for or purchase any capital stock of the
Company or any subsidiary of the Company, (ii) authorizes, approves, enters
into any agreement contemplating, or solicits stockholder approval for, any
Fundamental Transaction or (iii) authorizes the voluntary dissolution,
liquidation or winding up of the affairs of the Company, then the Company
shall deliver to the Holder a notice describing the material terms and
conditions of such transaction at least 15 calendar days prior to the
applicable record or effective date on which a Person would need to hold
Common Stock in order to participate in or vote with respect to such
transaction, and the Company will take all steps reasonably necessary in order
to ensure that the Holder is given the practical opportunity to exercise this
Warrant prior to such time so as to participate in or vote with respect to
such transaction; provided, however, that the failure to deliver such notice
or any defect therein shall not affect the validity of the corporate action
required to be described in such notice.

         10. Fractional Shares. The Company shall not be required to issue or
cause to be issued fractional Warrant Shares on the exercise of this Warrant.
If any fraction of a Warrant Share would, except for the provisions of this
Section 10, be issuable upon exercise of this Warrant, the Company shall make
a cash payment to the Holder equal to (a) such fraction multiplied by (b) the
Market Price on the Exercise Date of one full Warrant Share.

         11. Listing on Securities Exchanges. The Company has listed, and will
use its best efforts to maintain the listing of, the Warrant Shares on Nasdaq.
In furtherance and not in limitation of any other provision of this Warrant,
if the Company at any time shall list any Common Stock on any Eligible Market
other than Nasdaq, the Company will, at its expense, simultaneously list the
Warrant Shares (and use its best efforts to maintain such listing) on such
Eligible Market, upon official notice of issuance following the exercise of
this Warrant; and the Company will so list, register and use its best efforts
to maintain such listing on any Eligible Market any Other Securities, if and
at the time that any securities of like class or similar type shall be listed
on such Eligible Market by the Company.

         12. Remedies. The Company stipulates that the remedies at law of the
Holder of this Warrant in the event of any default or threatened default by
the Company in the performance of or compliance with any of the terms of this
Warrant are not and will not be adequate, and that such terms may be
specifically enforced by a decree for the specific performance of any
agreement contained herein or by an injunction against a violation of any of
the terms hereof or otherwise.

         13. Notices. Any and all notices or other communications or
deliveries hereunder (including without limitation any Exercise Notice) shall
be in writing and shall be mailed by certified mail, return receipt requested,
or by a nationally recognized courier service or delivered (in person or by
facsimile), against receipt to the party to whom such notice or other
communication is to be given. Any notice or other communication given by means
permitted by this Section 13 shall be deemed given at the time of receipt
thereof. The address for such notices or communications shall be as set forth
below:

         If to the Company:         Biopure Corporation
                                    11 Hurley Street
                                    Cambridge, MA  02141

         If to the Holder:          C.E. Unterberg, Towbin
                                    350 Madison Avenue
                                    New York, NY  10017

Or such other address as is provided to such other party in accordance with
this Section 14.

         14. Warrant Agent. The Company shall serve as warrant agent under
this Warrant. Upon 30 days' notice to the Holder, the Company may appoint a
new warrant agent. Any Person into which any new warrant agent may be merged,
any Person resulting from any consolidation to which any new warrant agent
shall be a party or any Person to which any new warrant agent transfers
substantially all of its corporate trust or shareholders services business
shall be a successor warrant agent under this Warrant without any further act.
Any such successor warrant agent shall promptly cause notice of its succession
as warrant agent to be mailed (by first class mail, postage prepaid) to the
Holder at the Holder's last address as shown on the Warrant Register.

         15. Miscellaneous. (a) This Warrant may be assigned by the Holder.
This Warrant may not be assigned by the Company, except to a successor in the
event of a Fundamental Transaction. This Warrant shall be binding on and inure
to the benefit of the parties hereto and their respective successors and
assigns. Subject to the preceding sentence, nothing in this Warrant shall be
construed to give to any Person other than the Company and the Holder any
legal or equitable right, remedy or cause of action under this Warrant. This
Warrant may be amended only in writing signed by the Company and the Holder
and their successors and assigns.

                  (b) The Company will not, by amendment of its governing
documents or through any reorganization, transfer of assets, consolidation,
merger, dissolution, issue or sale of securities or any other voluntary
action, avoid or seek to avoid the observance or performance of any of the
terms of this Warrant, but will at all times in good faith assist in the
carrying out of all such terms and in the taking of all such action as may be
necessary or appropriate in order to protect the rights of the Holder against
impairment. Without limiting the generality of the foregoing, the Company (i)
will not increase the par value of any Warrant Shares above the amount payable
therefor upon exercise thereof, and (ii) will take all such action as may be
reasonably necessary or appropriate in order that the Company may validly and
legally issue fully paid and nonassessable Warrant Shares on the exercise of
this Warrant, free from all taxes, liens, claims and encumbrances and (iii)
will not close its shareholder books or records in any manner which interferes
with the timely exercise of this Warrant.

                  (c) This Warrant shall be governed by and construed and
enforced in accordance with the laws of the State of New York. Each party
hereby irrevocably submits to the exclusive jurisdiction of the state and
Federal courts sitting in the City of New York, Borough of Manhattan, for the
adjudication of any dispute hereunder or in connection herewith or with any
transaction contemplated hereby or discussed herein, and hereby irrevocably
waives, and agrees not to assert in any suit, action or proceeding that it is
not personally subject to the jurisdiction of any such court or that such
suit, action or proceeding is improper. Each party hereby irrevocably waives
personal service of process and consents to process being served in any such
suit, action or proceeding by mailing a copy thereof via registered or
certified mail or overnight delivery (with evidence of delivery) to such party
at the address in effect for notices to it under this Warrant and agrees that
such service shall constitute good and sufficient service of process and
notice thereof. Nothing contained herein shall be deemed to limit in any way
any right to serve process in any manner permitted by law. THE PARTIES HEREBY
WAIVE ALL RIGHTS TO A TRIAL BY JURY.

                  (d) Neither party shall be deemed in default of any
provision of this Warrant, to the extent that performance of its obligations
or attempts to cure a breach hereof are delayed or prevented by any event
reasonably beyond the control of such party, including, without limitation,
war, hostilities, acts of terrorism, revolution, riot, civil commotion,
national emergency, strike, lockout, unavailability of supplies, epidemic,
fire, flood, earthquake, force of nature, explosion, embargo, or any other Act
of God, or any law, proclamation, regulation, ordinance, or other act or order
of any court, government or governmental agency, provided that such party
gives the other party written notice thereof promptly upon discovery thereof
and uses reasonable efforts to cure or mitigate the delay or failure to
perform.

                  (e) The headings herein are for convenience only, do not
constitute a part of this Warrant and shall not be deemed to limit or affect
any of the provisions hereof.

                  (f) In case any one or more of the provisions of this
Warrant shall be deemed invalid or unenforceable in any respect, the validity
and enforceability of the remaining terms and provisions of this Warrant shall
not in any way be affected or impaired thereby and the parties will attempt in
good faith to agree upon a valid and enforceable provision which shall be a
commercially reasonable substitute therefor, and upon so agreeing, shall
incorporate such substitute provision in this Warrant.

                 [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK,
                            SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, the Company has caused this Warrant to
be duly executed by its authorized officer as of the date first indicated
above.

                                                BIOPURE CORPORATION

                                                By:   _________________________
                                                      Name:
                                                      Title:
APPENDIX A

                              FORM OF ASSIGNMENT

          (to be completed and signed only upon transfer of Warrant)

                  FOR VALUE RECEIVED, the undersigned hereby sells, assigns
and transfers unto ________________________________________ the right
represented by the within Warrant to purchase _____________ shares of Common
Stock of Biopure Corporation to which the within warrant relates and appoints
__________________________ attorney to transfer said right on the books of
Biopure Corporation with full power of substitution in the premises.

Dated:____________                             _________________________________
                                               (Signature must conform in all
                                               respects to name of Holder as
                                               specified on face of the Warrant)

                                               Address of Transferee:

                                               _________________________________

                                               _________________________________

                                               _________________________________
In the presence of:

_______________________________________
APPENDIX B

                            FORM OF EXERCISE NOTICE

(To be executed by the Holder to exercise the right to purchase shares of
Common Stock under the foregoing Warrant)

To:      Biopure Corporation

The undersigned is the Holder of Warrant No. [ ] (the "Warrant") issued by
Biopure Corporation, a Delaware corporation (the "Company"). Capitalized terms
used herein and not otherwise defined have the respective meanings set forth
in the Warrant.

1.       The Warrant is currently exercisable to purchase a total of _________
         Warrant Shares.

2.       The undersigned Holder hereby exercises its right to purchase
         _________ Warrant Shares pursuant to the Warrant.

3.       The Holder shall pay the sum of $________ to the Company in accordance
         with the terms of the Warrant.

4.       Pursuant to this exercise, the Company shall deliver to the Holder
         Warrant Shares in accordance with the terms of the Warrant

5.       Following this exercise, the Warrant shall be exercisable to purchase
         a total of __________ Warrant Shares.

Dated: ____________                          Name of Holder:

                                             (Print)____________________________

                                             By:________________________________

                                             Title:_____________________________

                                             (Signature must conform in all
                                             respects to name of Holder as
                                             specified on face of the Warrant)
Exhibit 10.1

                          FORM OF PURCHASE AGREEMENT

Biopure Corporation
11 Hurley Street
Cambridge, Massachusetts 02141
Attention:  Chief Executive Officer

Ladies and Gentlemen:

         The undersigned, ______________________________ (the "Investor"),
hereby confirms its agreement with you as follows:

         1. This Purchase Agreement (the "Agreement") is made as of September
__, 2004 between Biopure Corporation, a Delaware corporation (the "Company"),
and the Investor.

         2. The Company has authorized the sale and issuance of up to
25,000,000 shares of Class A common stock of the Company (together with
associated preferred stock purchase rights, the "Shares") and warrants to
purchase up to 12,500,000 additional shares of Class A common stock of the
Company (together with associated preferred stock purchase rights, if any, the
"Warrants," and together with the Shares, the "Securities") in an offering
(the "Offering") that has been registered under the Securities Act of 1933, as
amended, pursuant to the Company's Registration Statement on Form S-3 (No.
333-106288), as amended (the "Registration Statement"). The Warrants are being
offered and issued on the basis of one Warrant to purchase one share of Class
A common stock for each two Shares purchased in the Offering.

         3. On and subject to the terms and conditions hereof, the Investor
agrees to purchase from the Company, and the Company agrees to issue and sell
to the Investor, _________ Shares (the "Purchased Shares") and a Warrant to
purchase _________ additional shares of Class A common stock of the Company
(the "Purchased Warrant" and together with the Purchased Shares, the
"Purchased Securities"), for an aggregate purchase price of $_________ for all
Purchased Securities (the "Aggregate Purchase Price"). The Investor
acknowledges that the Offering of the Securities is not a firm commitment
underwriting and that there is no minimum offering amount. The Company shall
have the sole right to accept offers to purchase Securities and may reject any
offer in whole or in part. The Investor's obligation to purchase the Purchased
Securities, and the Company's obligation to issue and sell the Purchased
Securities, shall be subject to the condition that C. E. Unterberg, Towbin,
LLC (the "Agent") shall not have (a) terminated the Agency Agreement dated
September 10, 2004 between the Company and the Agent (the "Agency Agreement")
pursuant to the terms thereof, or (b) determined that the conditions to
closing set forth in the Agency Agreement have not been satisfied as required
by the Agent in its discretion.

         4. On the terms and subject to the conditions contained herein, the
completion of the purchase and sale of the Securities in the Offering (the
"Closing") shall occur at 10:00 a.m. EST (or as soon thereafter as
practicable), on or about September 15, 2004 (unless another time shall be
agreed to by the Agent and the Company). Upon the terms and subject to the
conditions set forth herein:

                  (a) The Investor shall deliver, or cause to be delivered, no
later than 5:00 p.m. on the date of this Agreement, which in any event shall
(unless otherwise agreed by the Agent and the Company) be a date no later than
the date that is three business days prior to the Closing, the full amount of

                                      1
the Aggregate Purchase Price by federal wire transfer of same day funds to the
following account of the Agent.

                  ___________________________________
                  ___________________________________
                  ___________________________________
                  ___________________________________
                  ___________________________________
                  ___________________________________
                  ___________________________________

         The Aggregate Purchase Price so delivered to the Agent will be held
in escrow by the Agent until the closing under the Agency Agreement at which
time, upon the terms and subject to the conditions set forth herein, the Agent
is authorized and instructed by the Investor to, and the Investor shall cause
the Agent to, transmit the Aggregate Purchase Price to the Company by federal
wire transfer of same day funds to any account specified by the Company
(subject to alternative written instruction from the Company as described
below) in exchange for the Purchased Securities.

         The Agent shall have no rights in the escrowed funds, except to the
extent that the Company instructs the Agent in writing to apply to any such
funds to fees and expenses owed by the Company to the Agent, and in such case,
only after the Closing has occurred. The Company and the Investor agree to
indemnify and hold the Agent harmless from and against any losses, costs,
damages and claims (including, without limitation, court costs and reasonable
attorneys fees) to the extent arising in respect of its escrow of funds
hereunder, except for such losses resulting from the Agent's willful
misconduct or gross negligence. In no event will the Agent be liable for any
special, indirect or consequential losses or damage of any kind.

                  (b) At the Closing, against payment to it of the Aggregate
Purchase Price by federal wire transfer of same day funds, upon the terms and
subject to the conditions set forth herein,, the Company shall (I) cause its
transfer agent and registrar, the American Stock Transfer & Trust Company (the
"Transfer Agent"), to issue and deliver to the Investor, the Purchased Shares,
by electronic delivery of the Purchased Shares through the Deposit Withdrawal
At Custodian ("DWAC") system of the Depository Trust Company ("DTC") to the
DTC participant's account number set forth on the signature page hereof, and
(II) deliver to the Investor the Purchased Warrant, by delivery to the Agent
for subsequent delivery to the Investor of a warrant agreement of the Company
issued in the name of the Investor, evidencing the Purchased Warrant.

         5. The Company's obligation to issue and deliver the Purchased
Securities to the Investor will be subject to the following conditions, any
one or more of which may be waived by the Company: (i) the delivery of the
Aggregate Purchase Price to the Company as set forth in Section 4(a); and (ii)
the accuracy of the representations and warranties made by the Investor herein
and the fulfillment by the Investor of its undertakings herein.

         6. The Investor represents that:

                  (a) The Investor is purchasing the Purchased Securities for
its own account.

                  (b) The Investor is not a director, officer, employee or
consultant of the Company or any of its affiliates, or an affiliate of any
such director, officer, employee or consultant.

                                      2
(c) Except as set forth below, the Investor has had no
position, office or other material relationship within the past three years
with the Company or any of its affiliates, and it has no direct or indirect
affiliation or association with the Company or any NASD member as of the date
hereof:

                  exceptions, if any: ______________________________________

                                      ______________________________________

                                     (continue on additional sheet if necessary)

                  (d) Assuming that there are 48,573,521 shares of the
Company's Class A common stock outstanding immediately prior to the Closing,
the Investor does not and, immediately following the Closing hereunder, will
not, together with its "affiliates" and "associates" as such terms are defined
in Rule 12b-2 of the General Rules and Regulations under the Securities
Exchange Act of 1934, as amended, beneficially own 20% or more of the
Company's outstanding Class A common stock.

                  (e) Assuming that there are 48,573,521 shares of the
Company's Class A common stock outstanding immediately prior to the Closing,
the Investor is not and, immediately following the Closing hereunder, will not
be an Acquiring Person (as defined in the Rights Agreement dated as of
September 24, 1999 between the Company and American Stock Transfer & Trust
Company, as rights agent).

                  (f) The Investor has full right, power, authority and
capacity to enter into this Agreement and to consummate the transactions
contemplated hereby and has taken all necessary action to authorize the
execution, delivery and performance of this Agreement. This Agreement
constitutes a valid and binding obligation of the Investor enforceable against
the Investor in accordance with its terms.

                  (g) Within the past 10 trading days the Investor has not
engaged, and through the date of the Closing it will not engage, in any short
selling of the Company's securities, or established or increased any "put
equivalent position" as defined in Rule 16(a)-1(h) under the Securities
Exchange Act of 1934, as amended, with respect to the Company's securities.

The representations, warranties and agreements of the Investor in this Section
shall survive the execution of this Agreement, the delivery to the Investor of
the Purchased Securities and the payment therefor.

         7. The Investor hereby confirms receipt of the Prospectus Supplement
dated September 10, 2004 and the Prospectus dated July 3, 2003 (collectively,
the "Prospectus") of the Company distributed by e-mail to the Investor
together with this Agreement. The Investor confirms that it had consented to
electronic delivery of the Prospectus and this Agreement and confirms that it
had full access to the Prospectus and was fully able to read, review, download
and print the Prospectus.

         8. The Investor, if outside the United States, agrees that it will
comply with all applicable laws and regulations in each foreign jurisdiction
in which it purchases, offers, sells or delivers Securities or has in its
possession or distributes any offering material, in all cases at its own
expense.

         9. The Investor understands that nothing in the Prospectus, this
Purchase Agreement or any other materials presented to the Investor in
connection with the purchase and sale of the Securities constitutes legal, tax
or investment advise. The Investor has consulted such legal, tax and
investment advisors as it, in its sole discretion, has deemed necessary or
appropriate in connection with its purchase of Securities.

                                      3
10. This Agreement shall be governed by, and construed in accordance
with, the internal laws of the State of New York, without giving effect to the
principles of conflicts of law.

         11. Each of the Investor and the Company expressly agrees that the
Agent is a third-party beneficiary with respect to the Agreement and that,
notwithstanding anything to the contrary herein, the provisions of the last
paragraph of Section 4(a) hereunder may not be modified or waived without its
prior written consent.

         12. This Agreement may be executed in two or more counterparts, each
of which shall constitute an original, but all of which, when taken together,
shall constitute but one instrument, and shall become effective when one or
more counterparts have been signed by each party hereto and delivered to the
other parties.

         13. This Agreement may not be modified or amended except pursuant to
an instrument in writing signed by the Company and the Investor. In case any
provision contained in this Agreement should be invalid, illegal or
unenforceable in any respect, the validity, legality and enforceability of the
remaining provisions contained herein shall not in any way be affected or
impaired thereby.

                                      4
Please confirm that the foregoing correctly sets forth the agreement between
us by signing in the space provided below for that purpose.
INVESTOR

                                                           Name:_______________________________
                                                                (print exact name of Investor)

                                                           By:_________________________________
                                                                       (signature)
                                                           Name of Signatory:
                                                           Title of Signatory:

                                                           Investor Contact Information:

                                                           Address:

                                                           ____________________________________

                                                           ____________________________________

                                                           ____________________________________

                                                           Tax ID No.: ________________________

                                                           Contact Name: ______________________

                                                           Contact Fax Number: ________________

                                                           Contact Email: _____________________

                                                           Contact Telephone Number: __________
Investor Instructions:

Purchased Shares:  DTC participant's name in which         Purchased Warrant:  Name in which
book-entry should be made (if different from               warrant should be issued (if different
Investor name):                                            from Investor name):
                                                           ________________________________

_________________________________                          Instructions for delivery of Warrant
                                                           via first-class registered mail:
Broker: _________________________
                                                           ____________________________________
Broker Contact Name: ____________
                                                           ____________________________________
Broker Phone Number: ____________
                                                           ____________________________________
Broker Fax: _____________________

Broker Email: ___________________

DTC Account Number: _____________
5
AGREED AND ACCEPTED:

BIOPURE CORPORATION

By: ______________________________
Name:
Title: