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


        Date of Report (date of earliest event reported): March 26, 2002


                               THERMOGENESIS CORP.
             (Exact name of registrant as specified in its charter)




          Delaware                        0-16375                94-3018487
          ---------                       -------                ----------
(State or other jurisdiction of         (Commission           (I.R.S. Employer
 incorporation or organization)         File Number)         Identification No.)

                              3146 Gold Camp Drive
                        Rancho Cordova, California 95670
                                 (916) 858-5100
          (Address and telephone number of principal executive offices)



<PAGE>


ITEM 5.  OTHER EVENTS AND REGULATION FD DISCLOSURE

     ThermoGenesis  Corp. (the "Company") closed a private offering of 3,504,310
shares of its common stock and warrants to purchase 723,362 additional shares of
common  stock at an  exercise  price of $3.07 per share on March 26,  2002.  The
Company received gross proceeds of approximately $7,008,620,  before expenses of
the offering estimated at $180,000.

     The private offering was placed directly with certain  institutional  funds
and holders of Series A Preferred with  participation  rights.  The Company will
use the net  proceeds  from the  offering  for general  corporate  purposes  and
working capital during its human clinical trials to support the Company's claims
for the CryoSeal Fibrin Sealant System.

     The  terms for the  private  placement  are set forth in the Unit  Purchase
Agreement,  the form of which is attached as Exhibit 10 to this current  report.
The form of warrant  issued in connection  with the placement are subject to the
terms contained  therein,  a copy of which is filed as Exhibit 4 to this current
report. The warrants are exercisable for a period of 5 years. Under the terms of
the Unit  Purchase  Agreement,  the Company  agreed to prepare and file with the
Securities and Exchange Commission a registration  statement covering the resale
of the securities.

ITEM 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS

     (c) EXHIBITS

         Exhibit
         Number            Description
         -------           -----------
            4              Warrant [Form of]
            10             Unit Purchase Agreement [Form of]











<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.


Dated:  April 5, 2002                        THERMOGENESIS CORP.



                                              /S/ PHILIP H. COELHO
                                              ----------------------------------
                                              Philip H. Coelho,
                                              Chairman & Chief Executive Officer

<PAGE>
THE  SECURITIES  REPRESENTED  BY THIS  CERTIFICATE  MAY NOT BE SOLD OR OTHERWISE
DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION UNDER THE SECURITIES ACT
OF 1933,  AS AMENDED (THE "ACT") AND  APPLICABLE  STATE  SECURITIES  LAWS, OR AN
OPINION OF COUNSEL THAT SUCH  REGISTRATION IS NOT REQUIRED UNDER THE ACT AND THE
RULES  AND  REGULATIONS   PROMULGATED   THEREUNDER  OR  UNDER  APPLICABLE  STATE
SECURITIES LAWS AND THAT SUCH REGISTRATION HAS BEEN EFFECTED.

THE SECURITIES  EVIDENCED BY THIS  INSTRUMENT  AND THE SECURITIES  ISSUABLE UPON
EXERCISE THEREOF MAY NOT BE SOLD,  ASSIGNED,  TRANSFERRED,  ENCUMBERED OR IN ANY
MANNER  DISPOSED OF,  EXCEPT IN  COMPLIANCE  WITH THE TERMS OF THE UNIT PURCHASE
AGREEMENT,  DATED  AS OF  MARCH  8,  2002,  BY AND  AMONG  THE  COMPANY  AND THE
PURCHASERS  NAMED IN SCHEDULE I ATTACHED  THERETO.  THE SECRETARY OF THE COMPANY
WILL UPON WRITTEN  REQUEST  FURNISH A COPY OF SUCH  AGREEMENT TO THE  REGISTERED
HOLDER HEREOF WITHOUT CHARGE.

                               THERMOGENESIS CORP.
                               WARRANT CERTIFICATE

Date of Issuance:  March ___, 2002
Certificate No. [KOOL-02-0_ _]                   Number of Warrants:  __________



     This warrant certificate ("Warrant  Certificate")  certifies that for value
received ______________ or registered assigns (the "Holder") is the owner of the
number of warrants  ("Warrants")  specified  above,  each of which  entitles the
Holder thereof to purchase, at any time following  registration of the shares of
common stock underlying the warrant with the Securities and Exchange Commission,
but  before  the  Expiration  Date  (hereinafter  defined)  one  fully  paid and
non-assessable  share of Common Stock,  $0.001 par value  ("Common  Stock"),  of
ThermoGenesis  Corp.,  a  Delaware  corporation  (the  "Company"),   having  its
principal place of business at 3146 Gold Camp Drive, Rancho Cordova,  California
95670 at a purchase  price of $3.07 per share of Common Stock in lawful money of
the United  States of America in cash or by certified  or  cashier's  check or a
combination of cash and certified or cashier's  check,  subject to adjustment as
hereinafter provided.

     1.  Warrant;  Purchase  Price.  Each  Warrant  shall  entitle the Holder to
purchase one share of Common Stock of the Company and the purchase price payable
upon  exercise  of the  Warrants  shall  initially  be $3.07 per share of Common
Stock, subject to adjustment as hereinafter provided (the "Purchase Price"). The
Purchase  Price and number of shares of Common Stock  issuable  upon exercise of
each Warrant are subject to adjustment as provided in Section 7.

     2. Exercise; Expiration Date.

          2.1 The Warrants are exercisable,  at the option of the Holder, at any
time after  registration of the underlying  shares of Common Stock with the
Securities and Exchange  Commission  and on or before the Expiration  Date, upon
surrender of this Warrant Certificate to the Company together with a duly
completed  Notice of Exercise,  in the form attached hereto as Exhibit A, and
payment of an amount equal to the Purchase Price times the number of Warrants to
be exercised. In the case of  exercise of less than all the Warrants represented
by this Warrant Certificate, the  Company  shall cancel the Warrant  Certificate
upon  the  surrender  thereof  and  shall  execute  and  deliver a  new  Warrant
Certificate for the balance of such Warrants.
<PAGE>

          2.2 The term  "Expiration  Date" shall mean 5:00 p.m.  (PST) March __,
2007,  or  if  such  date  shall  be a  holiday  or  a  day on which  banks  are
authorized to close, then 5:00 p.m. (PST) the next following date which is not a
holiday or a day on which banks are not authorized to close.

     3. Company's Right to Redeem Warrants.

        None.

     4. Registration and Transfer on Company Books.

          4.1 The Company shall maintain books for the registration and transfer
of the Warrants and the registration and transfer of the shares of Common  Stock
issued upon exercise of the Warrants.

          4.2 Prior to due  presentment  for  registration  of  transfer of this
Warrant Certificate,  or the shares of Common Stock issued upon exercise of  the
Warrants,  the Company may deem and treat the registered  Holder as the absolute
owner thereof.

          4.3 (a) Holder (i)  acknowledges  that the  securities  represented by
this Warrant  Certificate  are not  registered  under the Securities Act of 1933
("1933 Act") and that the securities must be held indefinitely  unless  they are
subsequently registered under the 1933 Act or an exemption from registration  is
available,  (ii) is aware that any  routine sales of the securities  under  Rule
144 under the 1933 Act may be made only in  limited  amounts and  in  accordance
with the terms and conditions of that Rule and that in such cases where the Rule
is not  applicable,  compliance with some  other  registration exemption will be
required, (iii) is aware that Rule 144  is not  presently  available  for use by
Holder for resale of any such securities  and  that  there  can be no  assurance
that  Rule  144 will be available at any time in the future, (iv) is aware that,
except as provided in Article V of the Unit Purchase  Agreement,  the Company is
not  obligated  to  register  under  the  1933  Act any sale,  transfer or other
disposition of  the  Securities,  (v) is  aware  that the  Company  shall not be
required to register the transfer of the  securities on the books of the Company
unless the  Company shall  have  been   provided  with  an  opinion  of  counsel
satisfactory  to it prior to such transfer to the effect that registration under
the 1933 Act or any applicable state securities law has been effected or  is not
required in  connection  with the  transaction  resulting in such transfer,  and
(vi) is  aware  that the  securities,  and  each  certificate  representing  the
securities and any shares of Common Stock  or other securities issued in respect
of such  securities upon any  stock  split,  stock  dividend,  recapitalization,
merger, consolidation or  similar event, shall (unless  otherwise  permitted  by
this Section 4.3) be stamped or otherwise  imprinted  with a  legend  disclosing
that the securities have not been registered  under  the 1933  Act or any  state
law, and may not be sold, transferred, assigned, pledged, or hypothecated absent
a registration under the 1933 Act and applicable state  securities  laws  or  an
exemption therefrom.

          (b) The  restrictions on the  transferability  of the securities shall
cease and terminate when such securities  shall have been registered  under  the
1933  Act and are  proposed  to be sold or  otherwise  disposed of in accordance
with an intended  method of disposition by  the Holder thereof set forth in the
registration  statement  covering  such  securities  or  any  other   applicable
registration statement, or when such securities are transferable   in accordance
with the provisions of Rule 144(k) promulgated under the 1933 Act.  Whenever the
restrictions on transfer shall terminate as hereinabove  provided  with  respect
to any of the  securities, the Holder of any such securities  bearing the legend
set forth in this  Section 4.3 as to which such conditions shall have terminated
shall be entitled to receive from the  Company,  without expense (except for the
payment of any applicable transfer  tax) and  as expeditiously as possible,  new
stock  certificates not bearing such legend.
<PAGE>

          4.4 The Company  will provide a legal  opinion  from an  attorney,  as
required  in  Section  4.3,  at  the Company's expense, if the Company's General
Counsel   reasonably   believes   the    proposed   transfer   is   exempt  from
registration   under  the  Securities  Act  of  1933, as amended,  and under all
applicable state securities laws.

     5. Reservation of Shares.  The Company  covenants that it will at all times
reserve and keep  available out of its authorized  Common Stock,  solely for the
purpose of issue upon exercise of the Warrants,  such number of shares of Common
Stock as shall then be issuable upon the exercise of all  outstanding  Warrants.
The Company  covenants  that all shares of Common  Stock which shall be issuable
upon  exercise of the Warrants  shall be duly and validly  issued and fully paid
and  non-assessable  and free from all taxes,  liens and charges with respect to
the issue  thereof,  and that upon  issuance such shares shall be listed on each
national securities  exchange,  if any, on which the other shares of outstanding
Common Stock of the Company are then listed.

     6.   Loss or Mutilation. Upon receipt by the Company of reasonable evidence
of the  ownership  of and the loss,  theft,  destruction  or  mutilation  of any
Warrant Certificate and, in the case of loss, theft or destruction, of indemnity
reasonably  satisfactory  to the Company,  or, in the case of  mutilation,  upon
surrender and  cancellation of the mutilated  Warrant  Certificate,  the Company
shall execute and deliver in lieu thereof a new Warrant Certificate representing
an equal number of Warrants.

     7.  Adjustment of Purchase Price and Number of Shares Deliverable.

          7.1 The number of shares of Common Stock purchasable upon the exercise
of each Warrant (such shares being referred to in this Section 7 as the "Warrant
Shares") and the Purchase Price  with  respect to the  Warrant  Shares  shall be
subject to adjustment as follows:

          (a) In case  the  Company  shall  (i)  declare  a  dividend  or make a
distribution  on its Common Stock  payable in shares of its capital  stock, (ii)
subdivide  its  outstanding  shares  of  Common  Stock  through  stock  split or
otherwise, (iii) combine its outstanding shares of Common Stock into a   smaller
number of  shares  of  Common  Stock,  or (iv)  issue by reclassification of its
Common   Stock  (including  any  such   reclassification  in connection with   a
consolidation   or   merger  in    which    the   Company   is  the   continuing
corporation)  other    securities  of  the Company,  the number and/or nature of
Warrant Shares  purchasable upon  exercise of  each   Warrant  immediately prior
thereto  shall be  adjusted  so  that  the  Holder  shall be entitled to receive
the  kind  and  number  of  Warrant  Shares or other  securities  of the Company
which  he  would    have  owned  or have  been  entitled  to  receive  after the
happening  of  any  of  the  events   described  above,  had such  Warrant  been
exercised  immediately  prior  to  the   happening  of  such event or any record
date  with  respect   thereto.   An  adjustment  made pursuant to this paragraph
(a) shall  become  effective   retroactively  as  of  the  record  date  of such
event.

          (b) In the event of any capital reorganization or any reclassification
of the capital stock of the Company or in case of the  consolidation  or  merger
of the Company with another corporation (other than a consolidation or merger in
which the outstanding shares of the Company's Common  Stock  are  not  converted
into or exchanged for other rights or  interests),  or in the  case of any sale,
transfer or other disposition to another  corporation of   all or  substantially
all the properties and assets of the Company, the  Holder of each Warrant  shall
thereafter  be  entitled  to  purchase  (and it   shall  be a  condition  to the
consummation  of any  such  reorganization,   reclassification,   consolidation,
merger,   sale,   transfer   or  other disposition that  appropriate  provisions
shall be made so that such Holder shall  thereafter be entitled to purchase) the
kind and amount of shares of stock and other securities and property  (including
<PAGE>

cash) which the Holder would  have been entitled  to receive  had such  Warrants
been  exercised   immediately   prior   to   the    effective    date   of  such
reorganization,  reclassification,   consolidation,   merger,   sale,   transfer
or other disposition; and in any such case appropriate adjustments shall be made
in   the  application of the provisions of this Section 7 with respect to rights
and interest  thereafter  of the Holder of the Warrants  to  the  end  that  the
provisions  of  this  Section  7  shall  thereafter  be  applicable,  as near as
reasonably  may  be,  in  relation  to any shares or other  property  thereafter
purchasable  upon  the   exercise  of  the  Warrants.   The  provisions  of this
Section  7.1(b)  shall    similarly    apply  to   successive   reorganizations,
reclassifications,   consolidations,   mergers,   sales,   transfers   or  other
dispositions.

          7.2 In the event the  Company  shall  declare  a  dividend,  or make a
distribution  to  the  holders  of  its Common Stock generally, whether in cash,
property  or  assets  of  any  kind,  including any dividend payable in stock or
securities  of   any   other  issuer owned by the Company  (excluding  regularly
payable  cash  dividends  declared  from  time to time by the Company's Board of
Directors or any dividend or distribution  referred to in Section 7.1(a) above),
the Purchase  Price of each Warrant shall be reduced, without any further action
by  the  parties  hereto,  by  the  Per  Share  Value  (as  hereinafter defined)
of the dividend. For purposes of this Section 7.2, the   "Per Share  Value" of a
cash  dividend or other  distribution  shall   be   the  dollar  amount  of  the
distribution  on each share of Common  Stock and the    "Per Share Value" of any
dividend or distribution other than cash shall be equal to the fair market value
of such non-cash  distribution on each share of  Common Stock  based  on  market
quotation  for  if  available,  or as  determined  in good faith by the Board of
Directors  of the  Company if no market quotation is available.

          7.3 No adjustment in the number of Warrant  Shares  purchasable  under
the Warrants, or in the Purchase Price with respect to the Warrant Shares, shall
be  required  unless  such  adjustment  would  require an increase or   decrease
of at least 1% in the number of Warrant  Shares  issuable upon the   exercise of
such  Warrant,  or in the  Purchase  Price  thereof; provided, however, that any
adjustments which by reason of this Section 7.3 are  not  required  to  be  made
shall be carried  forward and taken into account in any  subsequent  adjustment.
All final results of  adjustments to the number of     Warrant  Shares  and  the
Purchase  Price  thereof  shall be rounded to the   nearest one  thousandth of a
share or the nearest cent, as the case may be. Anything in this Section 7 to the
contrary notwithstanding, the Company  shall  be entitled,  but  shall  not  be
required,  to make such changes in the number of Warrant Shares purchasable upon
the exercise of each Warrant, or in the  Purchase  Price  thereof,  in  addition
to those  required by such Section,  as it in its discretion  shall determine to
be advisable in order  that  any  dividend  or distribution  in shares of Common
Stock, subdivision, reclassification or combination  of shares of Common  Stock,
issuance   of   rights,   warrants  or  options  to  purchase  Common  Stock, or
distribution  of   shares  of  stock  other  than   Common Stock,  evidences  of
indebtedness  or    assets  (other  than  distributions  of cash out of retained
earnings)  or convertible  or  exchangeable  securities  hereafter  made  by the
Company to the  holders of its Common  Stock  shall not result in any tax to the
holders of its Common Stock or securities convertible into Common Stock.

          7.4  Whenever  the  number  of  Warrant  Shares  purchasable  upon the
exercise  of  each  Warrant  or  the  Purchase  Price of such Warrant  Shares is
adjusted,  as  herein  provided,  the  Company  shall mail to the Holder, at the
address  of  the  Holder shown  on  the books of the  Company,  a notice of such
adjustment or adjustments,  prepared  and  signed by the Chief Financial Officer
or Secretary of the Company, which sets  forth  the  number of  Warrant   Shares
purchasable upon the exercise of each Warrant and the  Purchase  Price   of such
Warrant  Shares  after such adjustment, a brief statement of the facts requiring
such  adjustment  and  the  computation  by  which  such adjustment was made.

          7.5 In the  event  that at any  time  prior to the  expiration  of the
     Warrants and prior to their exercise:
<PAGE>

          (a) the  Company  shall  declare any  distribution  (other than a cash
dividend or a dividend payable in securities of the Company with respect to  the
Common Stock); or

          (b) the  Company  shall offer for  subscription  to the holders of the
Common   Stock   any  additional   shares  of  stock  of any  class or any other
securities convertible into Common Stock or any rights to  subscribe thereto; or

          (c) the  Company  shall  declare  any  stock  split,  stock  dividend,
subdivision,  combination,  or  similar  distribution with respect to the Common
Stock, regardless of the effect of any such event on the outstanding   number of
shares of Common Stock; or

          (d) the  Company  shall  declare a  dividend,  other  than a  dividend
payable in shares of the Company's own Common Stock; or

          (e)  there  shall  be  a   voluntary   or   involuntary   dissolution,
liquidation,  or  winding  up  of  the  Company (other than in connection with a
consolidation,  merger,  or  sale  of  all or substantially all of its property,
assets and business as an entity);

(each such event hereinafter being referred to as a "Notification  Event"),  the
Company  shall cause to be mailed to the Holder,  not less than thirty (30) days
prior to the record date, if any, in  connection  with such  Notification  Event
(provided,  however,  that if there is no record  date,  or if thirty  (30) days
prior notice is impracticable, as soon as practicable) written notice specifying
the  nature of such  event and the  effective  date of, or the date on which the
books of the  Company  shall close or a record  shall be taken with  respect to,
such event. Such notice shall also set forth facts indicating the effect of such
action (to the extent  such  effect may be known at the date of such  notice) on
the  Purchase  Price  and the kind and  amount  of the  shares of stock or other
securities or property  deliverable upon exercise of the Warrants.  For purposes
hereof,  a business day shall mean any day other than a Saturday,  Sunday or any
other day in which commercial banks are authorized by law to be closed.

          7.6 The form of Warrant Certificate need not be changed because of any
change in the Purchase  Price,  the number of Warrant Shares  issuable upon  the
exercise of a Warrant or the number of Warrants  outstanding  pursuant  to  this
Section 7, and Warrant Certificates issued before or after such change may state
the same  Purchase  Price,  the same number of Warrants,  and the same number of
Warrant Shares issuable upon  exercise of Warrants as are stated in the  Warrant
Certificates  theretofore  issued  pursuant to this Agreement.  The Company may,
however,  at any time, in its sole discretion, make  any change in  the  form of
Warrant  Certificate  that it may  deem appropriate and that does not affect the
substance   thereof,  and   any   Warrant  Certificates   thereafter  issued  or
countersigned,  whether in exchange or   substitution for an outstanding Warrant
Certificate or otherwise, may be in the form as so changed.

     8. Voluntary  Adjustment by the Company. The Company may, at its option, at
any time during the term of the Warrants, reduce the then current Purchase Price
to any amount deemed appropriate by the Board of Directors of the Company and/or
extend the date of the expiration of the Warrants.

     9. Fractional Shares and Warrants; Determination of Market Price Per Share.

          9.1 Anything  contained  herein to the contrary  notwithstanding,  the
Company shall not be required to issue any fraction of a share of Common   Stock
in  connection  with the  exercise of  Warrants.  Warrants may not be  exercised
<PAGE>

in such number as would result (except for the provisions of this paragraph)  in
the issuance of a fraction of a share  of  Common Stock unless    the  Holder is
exercising  all Warrants  then owned by the Holder.  In such  event, the Company
shall, upon the exercise of all  of  such  Warrants,  issue   to  the Holder the
largest  aggregate whole number of shares of Common Stock   called  for  thereby
upon  receipt of the  Purchase  Price for all of such  Warrants and pay a sum in
cash equal to the  remaining  fraction of a share of Common Stock, multiplied by
its Market Price Per Share (as  determined  pursuant to Section 9.2 below) as of
the last  business day  preceding  the  date on which the Warrants are presented
for exercise.

          9.2 As used herein,  the "Market  Price Per Share" with respect to any
date shall mean the closing  price per share of Company's  Common Stock for  the
trading day immediately preceding such date. The closing price for each such day
shall be the last sale price  regular way or, in case no such sale   takes place
on such day,  the  average of the closing bid and asked  prices  regular way, in
either case on the principal  securities exchange on which the  shares of Common
Stock of the  Company  are  listed or admitted to trading,  the last sale price,
or in case no sale takes place on such day, the average of the  closing  bid and
asked  prices of the Common  Stock on NASDAQ or any comparable system, or if the
Common Stock is not reported on NASDAQ, or a comparable  system,  the average of
the closing bid and asked prices as furnished by  two members  of  the  National
Association of Securities Dealers, Inc. selected  from  time  to  time  by   the
Company for that   purpose. If such bid and asked prices are not available, then
"Market Price  Per  Share"  shall  be  equal  to the  fair  market  value of the
Company's  Common Stock as determined in good faith by the Board of Directors of
the Company.

     10.  Governing  Law.  This  Warrant  Certificate  shall be  governed by and
construed in accordance with the laws of the State of Delaware.

                           [SIGNATURE PAGE TO FOLLOW]

<PAGE>


     IN WITNESS WHEREOF,  the Company has caused this Warrant  Certificate to be
duly executed by its officers  thereunto duly  authorized and its corporate seal
to be affixed hereon, as of this ____th day of March, 2002.


                                                  THERMOGENESIS CORP.



                                                  By: __________________________
                                                      Philip H. Coelho
                                                      Chief Executive Officer

[SEAL]



Attest:



--------------------------
David Adams, Secretary





<PAGE>






                                    EXHIBIT A


                               NOTICE OF EXERCISE


     The undersigned hereby irrevocably elects to exercise,  pursuant to Section
2 of the  Warrant  Certificate  accompanying  this Notice of  Exercise,  _______
Warrants of the total number of Warrants  owned by the  undersigned  pursuant to
the accompanying Warrant Certificate, and herewith makes payment of the Purchase
Price of such shares in full.



                                                    ____________________________
                                                    Name of Holder


                                                    ____________________________
                                                    Signature

                                                    Address: ___________________

                                                    ____________________________


<PAGE>















                             UNIT PURCHASE AGREEMENT


                              THERMOGENESIS CORP.,
                             a Delaware corporation


                                  COMMON STOCK
                                Par Value, $0.001








THESE  SECURITIES HAVE NOT BEEN REGISTERED  UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE  "SECURITIES  ACT"),  OR ANY STATE  SECURITIES  LAWS AND MAY NOT BE
SOLD, OFFERED TO SALE, TRANSFERRED,  PLEDGED, HYPOTHECATED OR OTHERWISE ASSIGNED
EXCEPT PURSUANT TO (i) A REGISTRATION STATEMENT RELATING TO THE SECURITIES WHICH
IS EFFECTIVE  UNDER THE  SECURITIES  ACT,  (ii) RULE 144  PROMULGATED  UNDER THE
SECURITIES ACT OR (iii) AN OPINION OF COUNSEL OR OTHER EVIDENCE  SATISFACTORY TO
THE COMPANY AND ITS COUNSEL THAT AN EXEMPTION FROM THE REGISTRATION  REQUIRMENTS
OF THE SECURITIES ACT OR ANY APPLICABLE STATE LAWS IS AVAILABLE.


<PAGE>


                             UNIT PURCHASE AGREEMENT

     THIS UNIT PURCHASE  AGREEMENT  (this  "Agreement")  dated March 26, 2002 is
made by and among  ThermoGenesis,  Inc., a Delaware corporation (the "Company"),
and the  purchasers  named in the  attached  Schedule  I  (individually,  each a
"Purchaser" and collectively, the "Purchasers").

     WHEREAS,  the Company wishes to issue and sell to the Purchasers units (the
"Units"),  each  consisting of five (5) shares of authorized but unissued Common
Stock,  $0.001 par value, of the Company (the "Common  Stock"),  and one warrant
(the  "Warrant(s)"),  substantially  in the form of "Exhibit A" attached hereto,
exercisable for one share of the Common Stock, at a purchase price of $10.00 per
Unit. The Units will have an aggregate  purchase price of up to $7,000,000  (not
including the Units which may be purchased by holders of the Company's  Series A
Preferred Stock pursuant to their preemptive rights); and

     WHEREAS,  each  Purchaser,  severally,  wishes to purchase the Units on the
terms and subject to the conditions set forth in this Agreement; and

     NOW,  THEREFORE,  in consideration of the premises and the mutual covenants
contained in this Agreement, and for other good and valuable consideration,  the
receipt and  adequacy  of which are hereby  acknowledged,  the parties  agree as
follows:


                                   ARTICLE I.
                                    THE UNITS

     1.01 Issuance and Sale of the Units.  The Company is authorized to issue up
to 700,000  Units (not  including the Units which may be purchased by holders of
the Company's Series A Preferred Stock pursuant to their preemptive rights), and
subject to the terms and  conditions of this  Agreement,  the Company  agrees to
issue and sell to each Purchaser,  and each Purchaser  hereby agrees to purchase
from the  Company,  the  Number  of Units set  forth  opposite  the name of such
Purchaser  under the heading "Number of Units to be Purchased" on Schedule I, at
the  purchase  price set forth  opposite  the name of such  Purchaser  under the
heading "Aggregate Purchase Price " on Schedule I.

     1.02 Closing And Delivery Of The Units. The closing shall take place at the
office of Bartel Eng & Schroder,  300  Capitol  Mall,  Suite  1100,  Sacramento,
California  95814 at 3:00  p.m.  (PST)  on  March  21,  2002,  or at such  other
location,  date and time as may be  agreed  upon  between  the  Purchasers  of a
majority of the Units and the Company  (such  closing being called the "Closing"
and such date and time being  called the  "Closing  Date"),  provided  that such
closing  shall occur no later than March 26, 2002.  At the Closing,  the Company
shall  deliver  to each  Purchaser  (i) a copy  of the  letter  instructing  the
Company's transfer agent to issue a certificate,  registered in the name of such
Purchaser,  representing  each of the  shares  of  Common  Stock  and  (ii)  the
Warrants,  comprising the Units being  purchased by it at the Closing.  Prior to
the Closing,  the Purchasers shall wire transfer in immediately  available funds
their respective portions of the Aggregate Purchase Price to the Company, as set
forth on Schedule I.

     1.03  Additional  Closings for Holders of Series A Preferred  Stock. In the
event any holders of the Company's Series A Preferred Stock ("Series A Holders")
elect to exercise their preemptive  right to participate in this financing,  the
Company  will hold an  additional  closing  within  thirty  (30) days  after the
Closing (an "Additional Closing "), without obtaining the signature,  consent or
<PAGE>

permission of any of the  Purchasers,  offer and sell  additional  Units to such
Series A Holders.  The shares of Common Stock  comprising part of any Unit to be
issued in an  Additional  Closing  shall be sold pursuant to, and subject to the
provisions of this Agreement,  as modified solely to add an additional signature
hereto and an  additional  name to  Schedule I hereto.  Upon  execution  of such
additional  signature  page,  each such  additional  purchaser shall be deemed a
"Purchaser"  under  this  Agreement  to the  same  extent  as if they had been a
Purchaser at the Closing.


                                   ARTICLE II.
                  REPRESENTATIONS AND WARRANTIES OF THE COMPANY

     As of the Closing Date, the Company hereby  represents and warrants to each
Purchaser as follows:

     2.01 Corporate  Organization.  The Company is a corporation duly organized,
validly  existing and in good standing  under the laws of the State of Delaware,
with all requisite  corporate power and authority to own,  operate and lease its
properties  and to carry on its  business as it is now being  conducted,  and is
qualified or licensed to do business in good  standing in each  jurisdiction  in
which the  property  is owned,  leased or  operated  by it or the  nature of the
business  conducted  by it makes such  qualifications  or  licensing  necessary,
except where its failure so to qualify to be licensed  would not have a material
adverse effect on the Company.

     2.02  Capitalization.  The authorized capital stock of the Company consists
of 50,000,000 shares of Common Stock, par value $0.001,  and 2,000,000 shares of
preferred stock, both par value $0.001. The issued and outstanding shares of the
Company's  capital  stock is  accurately  reflected in its annual report on Form
10-K for the year ended June 30, 2001,  as of that date.  The attached  Schedule
2.2 accurately  reflects the shares of the Company's  capital stock issued since
that  date,  the shares of  capital  stock  options,  warrants  and  convertible
privileges  which have been  reacquired by the Company since that date,  and the
number of shares of capital stock, options,  warrants and convertible privileges
(broken down by class)  outstanding as of the Closing Date.  Except as described
in the attached Schedule 2.2 and in Company's annual report on Form 10-K for the
year ended June 30, 2001, there are no outstanding contracts, agreements, calls,
options,  warrants, rights,  subscriptions,  obligations or other commitments of
the   Company,   directly  or   indirectly   relating  to  or  calling  for  the
authorization, issuance, transfer, sale or other disposition of any share of the
capital   stock  or  other  voting   interests  of  the  Company  or  securities
convertible,  exercisable or exchangeable into or for any of the foregoing,  the
Company  does not own or control any stock,  equity,  voting  ownership or other
interest  in any  corporation,  partnership,  joint  venture  or other  business
association or entity.

     2.03  Authorization:  Validity.  The Company has full  corporate  power and
authority  to  enter  into  the  Agreements  and to  carry  out its  obligations
thereunder.  When issued in accordance with the Agreements, the shares of Common
Stock will be validly issued,  fully paid and  nonassessable.  The execution and
delivery of the Agreements and the consummation of the transactions contemplated
thereby  have been duly  authorized  by the Board of  Directors  of the Company,
which  authorization  remains in full force and effect and has not been modified
or amended by any  subsequent  action of such Board of  Directors,  and no other
corporate  actions or  proceedings  on the part of the Company are  necessary to
authorize  the  Agreements  or  the  transactions   contemplated   thereby.  The
Agreements   constitute  the  valid  and  binding  obligations  of  the  Company
enforceable in accordance with their terms.

     2.04 No Violation. Except for any required filings under applicable Federal
and state securities laws, which the Company  undertakes to make, the execution,
delivery  and  performance  by the  Company  and the  consummation  by it of the
transactions contemplated thereby, including,  without limitation, the issuance,

<PAGE>

sale and  delivery of the shares of Common  Stock,  do not require the  consent,
waiver, approval,  license or authorization of or filing of any notice or report
with any person,  entity or public  authority and will not violate,  result in a
breach of or the  acceleration of any obligation  under, or constitute a default
under, any provision of the Company's Certificate of Incorporation or By-laws or
any indenture,  mortgage, lien, lease, agreement,  contract,  instrument, order,
judgment,  decree,  law,  ordinance or  regulation  to which any property of the
Company is subject or by which the Company is bound or result in the creation or
imposition of any lien, claim, charge, restriction, equity or encumbrance of any
kind  whatsoever  upon,  or give to any other person any interest or right in or
with  respect  to,  any of  the  properties,  assets,  business,  agreements  or
contracts of the Company.

     2.05 Compliance  With Law. To the best of its knowledge,  the Company is in
compliance  with  the  governmental  laws,  ordinances,  codes,  orders,  rules,
regulations  and  requirements  applicable  to its  business and  conditions  of
employment,  except where noncompliance could not reasonably be expected to have
a material  adverse  effect on the  business,  assets,  properties  or financial
condition  of the  Company.  The Company has  obtained  all  permits,  licenses,
variances,  exemptions,  orders,  contracts and approvals  from federal,  state,
local and  foreign  governmental  and  regulatory  bodies  which  are  material,
singularly or in the aggregate,  to the operation of its business (collectively,
the "Permits" and each individually,  a "Permit").  The Company is in compliance
with the material terms of each Permit and with all requirements,  standards and
procedures of the federal,  state, local and foreign  governmental or regulatory
bodies  which  issued the  Permits or any of them and there does not exist under
any of the Permits any default or event of default or event which with notice or
lapse of time or both would constitute an event of default by the Company.

     2.06  Memorandum and SEC Filings.  The Company  previously has delivered to
each Purchaser a copy of its Private  Placement  Memorandum  dated March 8, 2002
(the "Memorandum").  The Memorandum contains information concerning the Offering
and a copy of the Company's Annual Report on Form 10-K for its fiscal year ended
June 30, 2001,  and  Quarterly  Reports on Form 10-Q for the  quarterly  periods
ended  September 30, 2001 and December 31, 2001 (the "SEC Report")  filed by the
Company with the Securities and Exchange  Commission (the "SEC").  Since January
1, 1997,  the Company  has made all filings  required to be made by it under the
Securities Act of 1933, as amended (the "1933 Act"), the Securities Exchange Act
of 1934 (the "1934 Act") and the securities laws of any state, and any rules and
regulations  promulgated  thereunder.  The  audited and  unaudited  consolidated
financial  statements  of the  Company  included  in the SEC  Reports  have been
prepared  in  accordance   with   generally   accepted   accounting   principles
consistently  applied  (except as may be  indicated  in the notes  thereto)  and
fairly present the financial position of the Company as at the dates thereof and
the results of its  operations  and  changes in cash flows for the periods  then
ended. The information contained in the Memorandum and the SEC Reports is or was
accurate and complete as of the date given. No stop order  preventing the use of
the  Memorandum,  or any other  amendment or  supplement  thereto,  or any order
asserting  that  any of the  transactions  contemplated  by this  Agreement  are
subject to the registration requirements of the Act, has been issued by the SEC.
The SEC Reports,  at the time they were or are hereafter  filed or last amended,
as the case may be,  with  the  Commission,  complied  and  will  comply  in all
material respects with the requirements of the 1934 Act. Neither the Agreements,
the  Memorandum  nor the SEC  Reports,  taken as a  whole,  contain  any  untrue
statement of material  fact or omit to state a material  fact  necessary to make
the statements made therein, in light of the circumstances under which they were
made, not misleading.

     2.07 As of the Closing  Date  Intellectual  Property.  As  described in the
Company's Form 10-K for the fiscal year 2001, the Company owns or possesses,  or
can  acquire  on  reasonable  terms,  all  patents,  patent  rights,   licenses,
inventions,  copyrights,  know-how (including trade secrets and other unpatented
and/or  unpatentable  proprietary  or  confidential   information,   systems  or
procedures), trademarks, service marks and trade names ("Intellectual Property")

<PAGE>

currently  employed  or  utilized  by it in  connection  with the  business  now
operated  and  proposed  to be  operated  by it and the  following  products  or
proposed products of the Company: The CryoSeal System and the BioArchive System.
The Company has not  received  any notice of  infringement  of or conflict  with
asserted  rights  of others  with  respect  to any  Intellectual  Property.  The
description  of the  Intellectual  Property in the  Company's  Form 10-K for the
fiscal  year 2001 does not contain any untrue  statement  of a material  fact or
omit to state any material  fact  required to be stated  therein or necessary to
make the statements  therein, in the light of the circumstances under which they
were made, not misleading.

     2.08 NASDAQ  Compliance.  The Company  has taken all  necessary  actions to
ensure its continued  inclusion in, and the continued  eligibility of the Common
Stock for trading on the Nasdaq  Stock  Market  ("NASDAQ")  under all  currently
effective and currently proposed inclusion requirements.

     2.09 Absence of Certain  Changes or Events.  Except as disclosed in the SEC
Reports  and  on  Schedule 2.2 hereto, since June 30, 2001, the Company has not:

          (a) incurred any obligation or liability,  whether fixed or contingent
              (including,  without limitation,  any liability as a guarantor  or
              otherwise with respect to the liabilities of others), except those
              incurred in the ordinary  course of  business,  none  of  which is
              materially adverse,  and  except in connection with the Agreements
              and the transactions  contemplated thereby;

          (b) discharged  or  satisfied  any  lien or  encumbrance  or paid  any
              obligation or liability  (fixed or contingent),  other than in the
              ordinary course of business;

          (c) mortgaged, pledged or subjected to lien, charge, security interest
              or to any other encumbrance any of its assets or properties, other
              than in the ordinary course of business;

          (d) transferred,  leased or otherwise disposed of any of its assets or
              properties except for a fair consideration in the ordinary  course
              of business or acquired any assets or  properties,  other  than in
              the ordinary course of business;

          (e) canceled  or  compromised  any debt or claim,  other  than in  the
              ordinary course of business;

          (f) waived or released any rights of material value, other than in the
              ordinary course of business;

          (g) suffered any casualty loss or damage  (whether or not such loss or
              damage shall have been covered by insurance) which materially  and
              adversely  affects  the  ability  of the  Company  to conduct  its
              business  as it is presently conducted;

          (h) declared  any  dividend  or made any payment or  distribution   in
              respect of its Common Stock;

          (i) been the subject of any regulatory action,  citation or comparable
              action or entered into any consent order with government  agencies
              with regard to its operations or products;

          (j) implemented   any  material  change  in  accounting    principles,
              practices or methods; or
<PAGE>

          (k) experienced a material  adverse change in its financial  condition
              or results of operation.

     2.10 Private Offering.  Subject to the accuracy of the  representations  of
each Purchaser in Article III hereof, the offer, sale and issuance of the Units,
which  are  comprised  of  shares  of  Common  Stock  and  Warrants,  constitute
transactions exempt from the registration  requirements of Section 5 of the 1933
Act and neither the Company nor anyone acting on its behalf will take any action
hereafter that would cause the loss of such exemption.

     2.11 Brokers.  The Company has no contract,  arrangement  or  understanding
with any  broker,  finder or  similar  agent with  respect  to the  transactions
contemplated  by this Agreement,  except that the Company  reserves the right to
pay up to six  percent  (6%) as  placement  fee to offer and sell any  remaining
un-subscribed Units authorized under Section 1.01.


                                  ARTICLE III.
                  REPRESENTATIONS AND WARRANTIES OF PURCHASER.

     Purchaser  understands  that the issuance and sale of the Units,  which are
comprised  of shares of Common  Stock and Warrant to  purchase  shares of Common
Stock,  have not been  registered  under the 1933 Act, on the  grounds  that the
issuance and sale of such  securities  to the  Purchaser  is exempt  pursuant to
Section 4(2) of the 1933 Act and/or Regulation D promulgated under the 1933 Act,
and that the reliance of the Company on such exemptions is predicated in part of
each Purchaser's representations,  warranties, covenants and acknowledgments set
forth in this Article III.

     3.01  Authorization.  If the Purchaser is a corporation,  it represents and
warrants  to the  Company  that  it is a  corporation  duly  organized,  validly
existing and in good standing under the laws of the state of its  incorporation;
that it was not organized for the specific purpose of purchasing the Units to be
purchased by it  hereunder;  that it has full  corporate  power and authority to
enter  into this  Agreement  and to carry  out its  obligations  hereunder;  all
corporate  actions or proceedings on the part of such Purchaser as are necessary
to authorize this Agreement or the transactions  contemplated  hereby;  and that
the transactions  contemplated hereby have been taken. Each Purchaser represents
and  warrants  to the  Company  that this  Agreement  constitutes  the valid and
binding  obligation  of such  Purchaser,  enforceable  in  accordance  with  its
respective  terms  except to the extent  that  enforceability  may be limited by
equity,  bankruptcy,  insolvency and other laws of general application affecting
the rights and remedies of creditors.

     3.02 Purchase Without View to Distribute. Purchaser represents and warrants
to the Company that the Units, which are comprised of shares of Common Stock and
Warrant to purchase  shares of Common  Stock,  being  purchased  by it are being
acquired for its own account,  not as a nominee or agent, and not with a view to
resale or  distribution  within  the  meaning  of the 1933 Act and the rules and
regulations thereunder.

     3.03 Restrictions on Transfer.

          (a) Purchaser (i) acknowledges that the Units are not registered under
the 1933 Act and that the Units must be held indefinitely by it unless they  are
subsequently registered under the 1933  Act or an  exemption  from  registration
is  available,  (ii) is aware that any  routine  sales of the Units  under  Rule
144 of the SEC  under  the 1933 Act may be made  only in limited  amounts and in
accordance  with  the  terms  and  conditions  of  that  Rule  and  that in such

<PAGE>


cases where the Rule is not applicable,  compliance with some other registration
exemption  will be  required,  (iii) is  aware  that  Rule 144 is not  presently
available  for use by Purchaser  for resale of any such Units and that there can
be no assurance that Rule 144 will be available at any time in the future,  (iv)
is aware  that,  except as  provided  in  Article V hereof,  the  Company is not
obligated to register under the 1933 Act any sale, transfer or other disposition
of the  Securities,  (v) is aware  that the  Company  shall not be  required  to
register  the  transfer  of the Units on the  books of the  Company  unless  the
Company shall have been provided with an opinion of counsel  satisfactory  to it
prior to such transfer to the effect that registration under the 1933 Act or any
applicable  state  securities  law  has  been  effected  or is not  required  in
connection  with the transaction  resulting in such transfer,  and (vi) is aware
that the Units,  and each  certificate  representing the Units and any shares of
Common Stock or other securities  issued in respect of such Units upon any stock
split, stock dividend, recapitalization, merger, consolidation or similar event,
shall  (unless  otherwise  permitted by paragraph  (b) of this Section  3.04) be
stamped or otherwise imprinted with a legend disclosing that the securities have
not been  registered  under the  Securities Act or any state law, and may not be
sold, transferred,  assigned,  pledged or hypothecated absent registration under
the  Securities  Act  and  applicable  State  securities  laws  or an  exemption
therefrom.

          (b) The restrictions on the  transferability  of the Units shall cease
and terminate when such Units shall have been registered under the 1933 Act  and
are proposed to be sold or otherwise  disposed of in accordance with an intended
method  of  disposition  by  the  Company  as  set  forth  in the   registration
statement covering  such  Units  as  required   by  Section  5.02  or any  other
applicable  registration statement, or when all shares underlying   the warrants
comprising  a  part  of  the  Units are transferable  in   accordance  with  the
provisions   of  Rule  144(k)  promulgated  under  the 1933  Act. Whenever   the
restrictions on transfer shall terminate as hereinabove  provided with   respect
to any of the  Units,  the  holder of any such  Units  bearing  the   legend set
forth in  paragraph (a) of this  Section 3.03 as to which such conditions  shall
have  terminated  shall be entitled to receive from the Company, without expense
(except for the payment of any applicable transfer  tax) and as expeditiously as
possible,  new stock  certificates not bearing such legend.

     3.04 Access to Information.  Each Purchaser severally  acknowledges that it
has been provided with a copy of the Memorandum  (including the SEC Reports) and
has carefully  reviewed the same. Each Purchaser  further  acknowledges that the
Company has made available to it the opportunity to ask questions of and receive
answers from the  Company's  officers  and  directors  concerning  the terms and
conditions of this  Agreement  and the business and  financial  condition of the
Company,  and each Purchaser has received to its satisfaction,  such information
about the  business  and  financial  condition  of the Company and the terms and
conditions of the Agreement as it has requested.

     3.05 Additional Representations of the Purchaser. Each Purchaser represents
that (i) it is an  "accredited  investor"  as such term is  defined  in Rule 501
promulgated under the 1933 Act, (ii) its financial situation is such that it can
afford to bear the economic risk of holding the Units for an  indefinite  period
of time and suffer  complete loss of its  investment in the Units,  (iii) it has
the funds necessary to purchase the Units  immediately  available to it and (iv)
its knowledge and experience in financial and business  matters are such that it
is capable of  evaluating  the merits and risks of its  purchase of the Units as
contemplated by this Agreement.


                                       1
<PAGE>


                                   ARTICLE IV.
                            COVENANTS OF THE COMPANY.

     4.01 Consummation of Agreements.  The Company shall perform and fulfill all
conditions and  obligations on its part to be performed and fulfilled  under the
Agreements,  to the end that the  transactions  contemplated  by the  Agreements
shall be carried  out.  To this end,  the  Company  will  obtain  all  necessary
authorizations  or  approvals of its Board of  Directors  to the  execution  and
performance of the Agreements, which shall include as integral parts thereof the
issuance to the  Purchasers of the Units upon the terms and conditions set forth
in the Agreements.

     4.02 Compliance with Regulation D. The Company agrees to file a Form D with
the SEC within  fifteen days of the date of the Closing and to file, on a timely
basis,  any  amendments or  supplements  to such Form D as may be required under
Regulation D  promulgated  under the 1933 Act. The Company also agrees to comply
with the filing  requirements of state securities laws applicable to the sale of
the Units hereunder.

     4.03 Good Faith Effort to Effect Transfers. Upon registration of the Units,
or the  termination  under  the  provisions  of Rule 144 of the  restriction  on
transfer,  the Company  agrees to issue or cause its  corporate  and  securities
counsel to issue all  required  consents  or  opinions  that may be  required to
effect the  transfer  of the Units and  removal of any legend on such Units upon
transfer.  The Company agrees that it shall use all reasonable  efforts to cause
such consents or opinions of counsel to be transmitted to the Company's transfer
agent within 48 hours of receipt of a request by  Purchaser,  provided  that all
required certifications or representations required to effect such transfer have
been provided with such request.  The Company will pay its own legal expenses to
prepare such consents or opinions of counsel contemplated by this Section 4.03.

     4.04 Financing  Limitations.  The Company will not, for a period of six (6)
months following the effective date of the  Registration  Statement as set forth
in Article V, issue,  offer or sell any  securities to a third party  (including
debt  securities  with an equity  feature) other than (i) to an employee  and/or
director  pursuant to a employee equity and option plan, (ii) securities  issued
in connection to a merger or acquisition (the principle  purpose of which is not
to raise  financing,  and (iii)  securities  issued to  qualified  institutional
buyers as defined in Rule 144A.


                                   ARTICLE V.
                                  REGISTRATION.

     5.01 Definitions. As used herein:

          (a) The terms "register,"  "registered" and "registration" refers to a
registration  effected   by  preparing  and  filing a registration  statement in
compliance   with   the  1933  Act  and  the   declaration  or  ordering  of the
effectiveness of such registration statement.

          (b) For the purposes hereof, the term "Registrable  Securities" means,
with  respect  to   the   Units  offered  hereby,  the  shares  of Common  Stock
purchased hereunder,  the shares of Common Stock to be issued upon exercise  of
the Warrants,  and  any   stock  to  be  issued  in  respect of, or part of, the
Registrable   Securities   as  a   result  of  a stock  split,  stock  dividend,
recapitalization or combination.

                                       2
<PAGE>

          (c) The terms "Holder" or "Holders" mean any person or persons to whom
Registrable  Securities  were originally  issued or qualifying transferees under
this Article V hereof who hold Registrable Securities.

     5.02  Filing of  Registration  Statement.  Within 30 days after the Closing
Date,  the Company  will prepare and file a  Registration  Statement on Form S-3
(the "Registration Statement") with the SEC in order to register the sale of the
Registrable  Securities  by Purchasers  from time to time through  underwriters,
agents or otherwise,  in negotiated or market  transaction  or through NASDAQ or
the facilities of any national  securities exchange on which the Common Stock is
then traded or in privately  negotiated  transactions.  The Company will use its
best  efforts to obtain a  declaration  of  effectiveness  of such  Registration
Statement  before the  expiration of 120 days from the Closing Date and take all
actions incidental thereto (including,  without limitation,  the execution of an
undertaking to file post-effective amendments,  appropriate qualifications under
the  applicable  blue  sky  or  other  state  securities  laws  and  appropriate
compliance  with exemptive  regulations  issued under the 1933 Act and any other
governmental  requirements  or  regulations)  as may be  necessary  to permit or
facilitate the public sale and distribution of the Registrable Securities by the
Holders. If the Company does not cause the Registration Statement to be declared
effective by the SEC within the 120 day period provided,  then the Company shall
cause to be issued to each Purchaser  without  additional  consideration  a five
year warrant  representing  the right to acquire an additional  amount of Common
Stock  equal to two  percent  (2%) of the  number  of  shares  of  Common  Stock
purchased by such  Purchaser  hereunder.  The warrant shall be  exercisable at a
price of $2.50 per share upon  registration of the shares underlying the warrant
with the SEC.

     5.03  Expenses.  All  expenses  incurred  currently  or in  the  future  in
connection with any registration  pursuant to this Article V, including  without
limitation,  all registration,  filing and  qualification  fees (including those
attributable  to  the  Registrable  Securities),  printing  expenses,  fees  and
disbursements  of counsel for the  Company and fees and  expenses of counsel for
the Company  incurred  pursuant to Section 4.03 of this Agreement or Section 4.3
of the Warrant Certificate and expenses of any comfort letters or special audits
of  the  Company's  financial  statements  incidental  to or  required  by  such
registration shall be borne by the Company (excluding underwriting discounts and
selling commissions payable with respect to the sale of Registrable Securities).

     5.04   Registration   Procedures.   In  the  case  of  each   registration,
qualification  or  compliance  effected  by the Company pursuant to this Article
V, the Company will, at its expense:

          (a) keep such registration  statement effective and file any necessary
post-effective    amendments    and   use  its  best  efforts  to  maintain  the
effectiveness  thereof   until  the   earlier  of  (i) such time as the  Company
reasonably  determines,  based upon an opinion of counsel, that the Holders will
be eligible to sell all of the  Registrable Securities then owned by the Holders
without  registration in the open market in compliance with the   1933   Act and
without regard to volume restrictions or (ii) for a  continuous    period  of 36
months  from the date of  effectiveness  of the  Registration Statement.

          (b) prepare and file with the SEC such  amendments and  supplements to
such  Registration  Statement  as  may  be  necessary to keep such registration,
qualification or compliance effective and comply with the provisions of the 1933
Act with respect to the disposition of all securities covered thereby during the
applicable period;

          (c)  update,   correct,   amend  and  supplement  such   registration,
qualification or compliance as necessary;

                                       3
<PAGE>

          (d) furnish  such number of  preliminary  and final  prospectuses  and
other   documents   incident   thereto   as  a  Holder  from  time to  time  may
reasonably request;

          (e) register or qualify such Registrable Securities for offer and sale
under the Blue Sky or securities laws of such  jurisdictions  as any Holder  may
reasonably   designate  to  enable  it  to  consummate  the  disposition  of the
Registrable Securities in such jurisdiction,  except that the Company shall  not
be  required  in  connection  therewith  or as a  condition  thereof to  qualify
as a foreign corporation or to execute a general consent to service  of  process
in any State;

          (f) timely file all reports  required to be filed by it under the 1933
Act or  the  1934  Act  and  the  rules   and   regulations  adopted  by the SEC
thereunder,  all to the extent  required to enable each such  Purchaser  to sell
the Registrable  Securities  without  registration  under the 1933 Act  pursuant
to (i) Rule 144  adopted  by the SEC under the 1933 Act,  as such   rule  may be
amended  from  time to  time,  or (ii)  any similar rule or regulation hereafter
adopted by the SEC;

          (g) take all action  necessary  to render the  Registrable  Securities
eligible for inclusion on NASDAQ for trading thereon; and

          (h) upon  the  sale of any  Registrable  Securities  pursuant  to such
Registration Statement remove all restrictive legends from all certificates   or
other instruments evidencing the Registrable Securities.

     5.05 Holders  Obligation  to Furnish  Information.  It shall be a condition
precedent to the  obligations of the Company to take any action pursuant to this
Section 5.02 with respect to the  Registrable  Securities of any selling  Holder
that such Holder shall furnish to the Company such information regarding itself,
the  Registrable  Securities  held by such Holder,  and the  intended  method of
disposition of such securities as shall be required,  in the reasonable  opinion
of the Company, to effect the Registration Statement.


                                   ARTICLE VI.
                                INDEMNIFICATION.

     6.01 Indemnification of Purchaser. The Company agrees to indemnify and hold
harmless,  to the extent  permitted by law,  each  Purchaser,  its directors and
officers and each person who controls such Purchaser  (within the meaning of the
1933 Act) against any and all losses, claims, damages,  liabilities and expenses
caused  by (i) any  breach of the  representations,  warranties,  covenants  and
agreements  of the Company  contained in the  Agreements;  or (ii) any untrue or
alleged  untrue  statement  of  material  fact  contained  in  any  registration
statement,  prospectus or  preliminary  prospectus  filed  pursuant to Article V
hereof or any  omission  or alleged  omission to state  therein a material  fact
required to be stated  therein or necessary to make the  statements  therein not
misleading,  except  insofar  as the  same are  caused  by or  contained  in any
information  furnished in writing to the Company by such Purchaser expressly for
use in such registration statement or prospectus.

     6.02  Indemnification  of the Company.  Each Purchaser  severally agrees to
furnish to the Company in writing such information and affidavits as the Company
reasonably  requests for use in connection  with any  registration  statement or
prospectus and agrees to indemnify and hold harmless, to the extent permitted by
law, the Company,  its  directors  and officers and each person who controls the
Company (within the meaning of the 1933 Act) against any and all losses, claims,
damages,   liabilities   and   expenses   caused  by  (i)  any   breach  of  the
representations,   warranties,  covenants,  and  agreements  of  such  Purchaser
contained in this Agreement;  or (ii) any untrue or alleged untrue  statement of
material  fact or any omission of a material  fact  required to be stated in any
registration  statement,  prospectus or preliminary prospectus filed pursuant to
Article V hereof or necessary to make the statements therein not misleading, but
only to the extent that such untrue or alleged  untrue  statement or omission is
contained or omitted in any  information or affidavit so furnished in writing by
such Purchaser  expressly for use in such registration  statement or prospectus,
and in no event will the  Purchaser be obligated to indemnify  the Company,  its
directors,  officers  or any person  who  controls  the  Company in an amount in
excess of the net  proceeds to be derived from the sale of Units in the offering
giving rise to a claim for indemnification.
<PAGE>

     6.03 Contribution.  If the indemnification  provided for in this Article VI
is judicially  determined to be unavailable to an indemnified  person in respect
of any losses,  claims, damages or liabilities referred to herein, then, in lieu
of indemnifying such indemnified  person hereunder,  each party shall contribute
to the net amount paid or payable by such indemnified person as a result of such
losses,  claims,  damages or liabilities (and expense  relating  thereto) (i) in
such  proportion  as is  appropriate  to reflect  the  relative  benefits to the
Company, on the one hand, and each Purchaser,  on the other hand, or (ii) if the
allocation provided by clause (i) above is not available,  in such proportion as
is  appropriate  to reflect not only the relative  benefits  referred to in such
clause (i) but also the relative  fault of each,  as well as any other  relevant
equitable considerations.

     6.04 Defense of Action.  Any person entitled to  indemnification  hereunder
will (i) give prompt notice to the indemnifying  party of any claim with respect
to which it seeks  indemnification;  and (ii) unless in such indemnified party's
reasonable  judgment  a  conflict  of  interest  between  such  indemnified  and
indemnifying   parties  may  exist  with  respect  to  such  claim,  permit  the
indemnifying  party to assume the defense of such claim with counsel  reasonably
satisfactory  to the  indemnified  party.  If such defense is not  assumed,  the
indemnifying  party will not be subject to any liability for any settlement made
without its consent  (but such consent will not be  unreasonably  withheld).  An
indemnifying  party who is not entitled to, or elects not to, assume the defense
of a claim will not be  obligated  to pay the fees and expenses of more than one
counsel for all parties  indemnified by such indemnifying  party with respect to
such  claim,  unless  in the  reasonable  judgment  of any  indemnified  party a
conflict of interest may exist between such  indemnified  party and any other of
such indemnified parties with respect to such claim.

     6.05  Remedies.  The  remedies  provided  for in  this  Article  VI are not
exclusive  and shall not limit any  rights or  remedies  that may  otherwise  be
available to any indemnified party at law or in equity.


                                  ARTICLE VII.
                CONDITIONS PRECEDENT TO PURCHASER'S OBLIGATIONS.

     7.01  Conditions.  The  obligations  of each  Purchaser to  consummate  the
Agreements  and  the  transactions   contemplated  hereby  are  subject  to  the
satisfaction of the following  conditions on or prior to the Closing Date except
to the extent that any such condition can be and is waived by the Purchasers:

          (a)   Representations;    Warranties;    Covenants.    Each   of   the
representations and  warranties of the Company  contained  in Article II  hereof
shall be true and correct in all material respects as though made at the time of
and as of the Closing Date; the Company shall, at or before the    Closing Date,
have performed all of its obligations  hereunder which by the  terms  hereof are
to be performed  on  or  before the Closing  Date,  and  the  Company shall have
delivered  to each  Purchaser  a  Certificate  of  its  Chief Executive Officer,
President or Vice President  dated  as  of  the  Closing  Date  to the foregoing
effect.

          (b)  Warrants.  The Company  shall have  executed  and  delivered  the
Warrants,  substantially   in   the   form   of   Exhibit  A,  to  each  of  the
Purchasers,  in  respect  of  the   Warrant  component  of  the  Units each such
Purchaser is purchasing.
<PAGE>

          (c) Opinion of Counsel. Each Purchaser shall have received from Bartel
Eng  &  Schroder,  a  Professional  corporation,  counsel  for  the Company,  an
opinion  dated  as  of  the  Closing Date, in substantially the form attached as
Exhibit B hereto.


                                  ARTCLE VIII.
               CONDITIONS PRECEDENT TO THE COMPANY'S OBLIGATIONS.

     8.01  Conditions.  The  obligations  of the  Company's  to  consummate  the
Agreements  and  the  transactions   contemplated  hereby  are  subject  to  the
satisfaction of the following  conditions on or prior to the Closing Date except
to the extent that any such condition can be and is waived by the Company:

          (a) Representations;  Warranties;  Covenants.  The representations and
warranties of each Purchaser  contained in Article III hereof shall be true  and
correct in all  material  respects as though made at the time of and as   of the
Closing Date; Each  Purchaser  shall,  at  or  before  the  Closing  Date,  have
performed all of its  obligations  hereunder which by the terms hereof are to be
performed  on  or  before  the  Closing.  Unless  the Company  receives  written
notification to the contrary at the Closing Date, the Company shall  be entitled
to assume the preceding is accurate at the Closing Date.


                                   ARTICLE IX.
                                 MISCELLANEOUS.

     9.01 Law Governing. This Agreement shall be construed under and governed by
the laws of the State of California applicable to contracts made and to be fully
performed therein.

     9.02 Broker or Finder.  Each  Purchaser  represents  and  warrants  that no
broker or finder has acted for such party in connection  with this  Agreement or
the transactions  contemplated by this Agreement and that no broker or finder is
entitled to any broker's or finder's fee or other  commission in respect thereof
based in any way on  agreements,  arrangements  or  understandings  made by such
Purchaser.

     9.03  Notices.  All  notices,  requests,  demands  or other  communications
hereunder  shall be deemed to have been  duly  given if  delivered  or mailed by
certified or registered  mail if to the Company at 3146 Gold Camp Drive,  Rancho
Cordova,  California  95670,  Attn:  Chief  Executive  Officer,  and  if to  the
Purchaser  at the address set forth on the  signature  page  hereto,  or to such
other address of which either party may notify the other party.

     9.04 Survival of Representations, Warranties and Covenants. Notwithstanding
any  investigation  made by any party to this  Agreement,  all  representations,
warranties,  covenants and  obligations  made by the Company and each  Purchaser
herein shall survive the  execution of this  Agreement and the sale and delivery
of the Units, which comprised of shares of Common Stock and warrants to purchase
shares of Common Stock.

     9.05 Entire Agreement. This Agreement, including the exhibits and schedules
referred   to  herein,   is   complete   and  all   promises,   representations,


                                       6
<PAGE>

understandings,  warranties and agreements  with reference to the subject matter
hereof,  and all  inducements  to the making of this  Agreement  relied  upon by
either  party  hereto,  have  been  expressed  herein  or in such  exhibits  and
schedules.

     9.06  Assignment.   Neither  this  Agreement  nor  any  of  the  rights  or
obligations  hereunder may be assigned by the Company  without the prior written
consent of the Purchasers,  or by a Purchaser  without the prior written consent
of the Company,  except that each Purchaser may (a) without such consent,  sell,
transfer,  or  otherwise  convey any of the Common  Stock,  the  Warrants or the
Common Stock issued upon exercise thereof and the rights and obligations of such
Purchaser  hereunder  to any  Affiliate of such  Purchaser.  With respect to any
transfer under clause (a) of the immediately preceding sentence,  the applicable
transferee shall execute a counterpart to this Agreement prior to such transfer.
Subject to the foregoing,  this Agreement shall be binding upon and inure to the
benefit of the parties hereto and their respective  successors and assigns,  and
no other person shall have any right, benefit or obligation  hereunder.  For the
purpose of this  Section  9.06,  "Affiliate"  has the  meaning set forth in Rule
12b-2 of the regulations promulgated under the 1934 Act.

     9.07 Fees and Expenses.  Except as otherwise  specifically provided herein,
each  of the  parties  will  bear  its  own  expenses  in  connection  with  the
negotiation and consummation of the transactions contemplated by this Agreement.

     9.08  Publicity  and  Disclosure.  Except  as may be  required  by  federal
securities laws, no press release or public disclosure,  either written or oral,
of the  transactions  contemplated  by  this  Agreement,  shall  be  made by the
Purchaser or the Company without the prior approval of the other party.

     9.09  Counterparts.  This  Agreement  may  be  executed  simultaneously  in
multiple  counterparts,  each of which shall be deemed an  original,  but all of
which together shall constitute one and the same document.

     9.10  Amendments  and Waivers.  Except as otherwise  provided  herein,  any
provision in any of the  Agreements may be amended or waived only if the Company
shall obtain the written consent of the holders of a majority in interest of the
Units purchased from the Company pursuant to the Agreements.

     IN WITNESS  WHEREOF,  the parties  hereto have caused this  Agreement to be
executed as of the date set forth above.

The Company:                                        THERMOGENESIS CORP.



                                           By:      ____________________________
                                                    Philip H. Coelho,
                                                    Chief Executive Officer



Attest:




-------------------------
David C. Adams, Secretary


<PAGE>


The Purchasers:                                    Name


                                          By:      ____________________________
                                                   Name:
                                                   Title:
                                                   Address:


                                                   Name


                                          By:      ____________________________
                                                   Name:
                                                   Title:
                                                   Address:
[{"type": "8-K", "sequence": "1", "filename": "for032602.txt", "description": "3/26/02", "secsgml_size_bytes": 75276}]
{"company-data": {"conformed-name": "THERMOGENESIS CORP", "cik": "0000811212", "assigned-sic": "3821", "irs-number": "943018487", "state-of-incorporation": "DE", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "333-82900", "film-number": "02603027"}, "business-address": {"street1": "3146 GOLD CAMP DRIVE", "city": "RANCHO CORDOVA", "state": "CA", "zip": "95670", "phone": "9168585100"}, "mail-address": {"street1": "3146 GOLD CAMP DRIVE", "city": "RANCHO CORDOVA", "state": "CA", "zip": "95670"}, "former-company": {"former-conformed-name": "INSTA COOL INC OF NORTH AMERICA", "date-changed": "19920703"}}
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

        Date of Report (date of earliest event reported): March 26, 2002

                               THERMOGENESIS CORP.
             (Exact name of registrant as specified in its charter)

          Delaware                        0-16375                94-3018487
          ---------                       -------                ----------
(State or other jurisdiction of         (Commission           (I.R.S. Employer
 incorporation or organization)         File Number)         Identification No.)

                              3146 Gold Camp Drive
                        Rancho Cordova, California 95670
                                 (916) 858-5100
          (Address and telephone number of principal executive offices)
ITEM 5.  OTHER EVENTS AND REGULATION FD DISCLOSURE

     ThermoGenesis  Corp. (the "Company") closed a private offering of 3,504,310
shares of its common stock and warrants to purchase 723,362 additional shares of
common  stock at an  exercise  price of $3.07 per share on March 26,  2002.  The
Company received gross proceeds of approximately $7,008,620,  before expenses of
the offering estimated at $180,000.

     The private offering was placed directly with certain  institutional  funds
and holders of Series A Preferred with  participation  rights.  The Company will
use the net  proceeds  from the  offering  for general  corporate  purposes  and
working capital during its human clinical trials to support the Company's claims
for the CryoSeal Fibrin Sealant System.

     The  terms for the  private  placement  are set forth in the Unit  Purchase
Agreement,  the form of which is attached as Exhibit 10 to this current  report.
The form of warrant  issued in connection  with the placement are subject to the
terms contained  therein,  a copy of which is filed as Exhibit 4 to this current
report. The warrants are exercisable for a period of 5 years. Under the terms of
the Unit  Purchase  Agreement,  the Company  agreed to prepare and file with the
Securities and Exchange Commission a registration  statement covering the resale
of the securities.

ITEM 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS

     (c) EXHIBITS

         Exhibit
         Number            Description
         -------           -----------
            4              Warrant [Form of]
            10             Unit Purchase Agreement [Form of]
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.

Dated:  April 5, 2002                        THERMOGENESIS CORP.

                                              /S/ PHILIP H. COELHO
                                              ----------------------------------
                                              Philip H. Coelho,
                                              Chairman & Chief Executive Officer
THE  SECURITIES  REPRESENTED  BY THIS  CERTIFICATE  MAY NOT BE SOLD OR OTHERWISE
DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION UNDER THE SECURITIES ACT
OF 1933,  AS AMENDED (THE "ACT") AND  APPLICABLE  STATE  SECURITIES  LAWS, OR AN
OPINION OF COUNSEL THAT SUCH  REGISTRATION IS NOT REQUIRED UNDER THE ACT AND THE
RULES  AND  REGULATIONS   PROMULGATED   THEREUNDER  OR  UNDER  APPLICABLE  STATE
SECURITIES LAWS AND THAT SUCH REGISTRATION HAS BEEN EFFECTED.

THE SECURITIES  EVIDENCED BY THIS  INSTRUMENT  AND THE SECURITIES  ISSUABLE UPON
EXERCISE THEREOF MAY NOT BE SOLD,  ASSIGNED,  TRANSFERRED,  ENCUMBERED OR IN ANY
MANNER  DISPOSED OF,  EXCEPT IN  COMPLIANCE  WITH THE TERMS OF THE UNIT PURCHASE
AGREEMENT,  DATED  AS OF  MARCH  8,  2002,  BY AND  AMONG  THE  COMPANY  AND THE
PURCHASERS  NAMED IN SCHEDULE I ATTACHED  THERETO.  THE SECRETARY OF THE COMPANY
WILL UPON WRITTEN  REQUEST  FURNISH A COPY OF SUCH  AGREEMENT TO THE  REGISTERED
HOLDER HEREOF WITHOUT CHARGE.

                               THERMOGENESIS CORP.
                               WARRANT CERTIFICATE

Date of Issuance:  March ___, 2002
Certificate No. [KOOL-02-0_ _]                   Number of Warrants:  __________

     This warrant certificate ("Warrant  Certificate")  certifies that for value
received ______________ or registered assigns (the "Holder") is the owner of the
number of warrants  ("Warrants")  specified  above,  each of which  entitles the
Holder thereof to purchase, at any time following  registration of the shares of
common stock underlying the warrant with the Securities and Exchange Commission,
but  before  the  Expiration  Date  (hereinafter  defined)  one  fully  paid and
non-assessable  share of Common Stock,  $0.001 par value  ("Common  Stock"),  of
ThermoGenesis  Corp.,  a  Delaware  corporation  (the  "Company"),   having  its
principal place of business at 3146 Gold Camp Drive, Rancho Cordova,  California
95670 at a purchase  price of $3.07 per share of Common Stock in lawful money of
the United  States of America in cash or by certified  or  cashier's  check or a
combination of cash and certified or cashier's  check,  subject to adjustment as
hereinafter provided.

     1.  Warrant;  Purchase  Price.  Each  Warrant  shall  entitle the Holder to
purchase one share of Common Stock of the Company and the purchase price payable
upon  exercise  of the  Warrants  shall  initially  be $3.07 per share of Common
Stock, subject to adjustment as hereinafter provided (the "Purchase Price"). The
Purchase  Price and number of shares of Common Stock  issuable  upon exercise of
each Warrant are subject to adjustment as provided in Section 7.

     2. Exercise; Expiration Date.

          2.1 The Warrants are exercisable,  at the option of the Holder, at any
time after  registration of the underlying  shares of Common Stock with the
Securities and Exchange  Commission  and on or before the Expiration  Date, upon
surrender of this Warrant Certificate to the Company together with a duly
completed  Notice of Exercise,  in the form attached hereto as Exhibit A, and
payment of an amount equal to the Purchase Price times the number of Warrants to
be exercised. In the case of  exercise of less than all the Warrants represented
by this Warrant Certificate, the  Company  shall cancel the Warrant  Certificate
upon  the  surrender  thereof  and  shall  execute  and  deliver a  new  Warrant
Certificate for the balance of such Warrants.
2.2 The term  "Expiration  Date" shall mean 5:00 p.m.  (PST) March __,
2007,  or  if  such  date  shall  be a  holiday  or  a  day on which  banks  are
authorized to close, then 5:00 p.m. (PST) the next following date which is not a
holiday or a day on which banks are not authorized to close.

     3. Company's Right to Redeem Warrants.

        None.

     4. Registration and Transfer on Company Books.

          4.1 The Company shall maintain books for the registration and transfer
of the Warrants and the registration and transfer of the shares of Common  Stock
issued upon exercise of the Warrants.

          4.2 Prior to due  presentment  for  registration  of  transfer of this
Warrant Certificate,  or the shares of Common Stock issued upon exercise of  the
Warrants,  the Company may deem and treat the registered  Holder as the absolute
owner thereof.

          4.3 (a) Holder (i)  acknowledges  that the  securities  represented by
this Warrant  Certificate  are not  registered  under the Securities Act of 1933
("1933 Act") and that the securities must be held indefinitely  unless  they are
subsequently registered under the 1933 Act or an exemption from registration  is
available,  (ii) is aware that any  routine sales of the securities  under  Rule
144 under the 1933 Act may be made only in  limited  amounts and  in  accordance
with the terms and conditions of that Rule and that in such cases where the Rule
is not  applicable,  compliance with some  other  registration exemption will be
required, (iii) is aware that Rule 144  is not  presently  available  for use by
Holder for resale of any such securities  and  that  there  can be no  assurance
that  Rule  144 will be available at any time in the future, (iv) is aware that,
except as provided in Article V of the Unit Purchase  Agreement,  the Company is
not  obligated  to  register  under  the  1933  Act any sale,  transfer or other
disposition of  the  Securities,  (v) is  aware  that the  Company  shall not be
required to register the transfer of the  securities on the books of the Company
unless the  Company shall  have  been   provided  with  an  opinion  of  counsel
satisfactory  to it prior to such transfer to the effect that registration under
the 1933 Act or any applicable state securities law has been effected or  is not
required in  connection  with the  transaction  resulting in such transfer,  and
(vi) is  aware  that the  securities,  and  each  certificate  representing  the
securities and any shares of Common Stock  or other securities issued in respect
of such  securities upon any  stock  split,  stock  dividend,  recapitalization,
merger, consolidation or  similar event, shall (unless  otherwise  permitted  by
this Section 4.3) be stamped or otherwise  imprinted  with a  legend  disclosing
that the securities have not been registered  under  the 1933  Act or any  state
law, and may not be sold, transferred, assigned, pledged, or hypothecated absent
a registration under the 1933 Act and applicable state  securities  laws  or  an
exemption therefrom.

          (b) The  restrictions on the  transferability  of the securities shall
cease and terminate when such securities  shall have been registered  under  the
1933  Act and are  proposed  to be sold or  otherwise  disposed of in accordance
with an intended  method of disposition by  the Holder thereof set forth in the
registration  statement  covering  such  securities  or  any  other   applicable
registration statement, or when such securities are transferable   in accordance
with the provisions of Rule 144(k) promulgated under the 1933 Act.  Whenever the
restrictions on transfer shall terminate as hereinabove  provided  with  respect
to any of the  securities, the Holder of any such securities  bearing the legend
set forth in this  Section 4.3 as to which such conditions shall have terminated
shall be entitled to receive from the  Company,  without expense (except for the
payment of any applicable transfer  tax) and  as expeditiously as possible,  new
stock  certificates not bearing such legend.
4.4 The Company  will provide a legal  opinion  from an  attorney,  as
required  in  Section  4.3,  at  the Company's expense, if the Company's General
Counsel   reasonably   believes   the    proposed   transfer   is   exempt  from
registration   under  the  Securities  Act  of  1933, as amended,  and under all
applicable state securities laws.

     5. Reservation of Shares.  The Company  covenants that it will at all times
reserve and keep  available out of its authorized  Common Stock,  solely for the
purpose of issue upon exercise of the Warrants,  such number of shares of Common
Stock as shall then be issuable upon the exercise of all  outstanding  Warrants.
The Company  covenants  that all shares of Common  Stock which shall be issuable
upon  exercise of the Warrants  shall be duly and validly  issued and fully paid
and  non-assessable  and free from all taxes,  liens and charges with respect to
the issue  thereof,  and that upon  issuance such shares shall be listed on each
national securities  exchange,  if any, on which the other shares of outstanding
Common Stock of the Company are then listed.

     6.   Loss or Mutilation. Upon receipt by the Company of reasonable evidence
of the  ownership  of and the loss,  theft,  destruction  or  mutilation  of any
Warrant Certificate and, in the case of loss, theft or destruction, of indemnity
reasonably  satisfactory  to the Company,  or, in the case of  mutilation,  upon
surrender and  cancellation of the mutilated  Warrant  Certificate,  the Company
shall execute and deliver in lieu thereof a new Warrant Certificate representing
an equal number of Warrants.

     7.  Adjustment of Purchase Price and Number of Shares Deliverable.

          7.1 The number of shares of Common Stock purchasable upon the exercise
of each Warrant (such shares being referred to in this Section 7 as the "Warrant
Shares") and the Purchase Price  with  respect to the  Warrant  Shares  shall be
subject to adjustment as follows:

          (a) In case  the  Company  shall  (i)  declare  a  dividend  or make a
distribution  on its Common Stock  payable in shares of its capital  stock, (ii)
subdivide  its  outstanding  shares  of  Common  Stock  through  stock  split or
otherwise, (iii) combine its outstanding shares of Common Stock into a   smaller
number of  shares  of  Common  Stock,  or (iv)  issue by reclassification of its
Common   Stock  (including  any  such   reclassification  in connection with   a
consolidation   or   merger  in    which    the   Company   is  the   continuing
corporation)  other    securities  of  the Company,  the number and/or nature of
Warrant Shares  purchasable upon  exercise of  each   Warrant  immediately prior
thereto  shall be  adjusted  so  that  the  Holder  shall be entitled to receive
the  kind  and  number  of  Warrant  Shares or other  securities  of the Company
which  he  would    have  owned  or have  been  entitled  to  receive  after the
happening  of  any  of  the  events   described  above,  had such  Warrant  been
exercised  immediately  prior  to  the   happening  of  such event or any record
date  with  respect   thereto.   An  adjustment  made pursuant to this paragraph
(a) shall  become  effective   retroactively  as  of  the  record  date  of such
event.

          (b) In the event of any capital reorganization or any reclassification
of the capital stock of the Company or in case of the  consolidation  or  merger
of the Company with another corporation (other than a consolidation or merger in
which the outstanding shares of the Company's Common  Stock  are  not  converted
into or exchanged for other rights or  interests),  or in the  case of any sale,
transfer or other disposition to another  corporation of   all or  substantially
all the properties and assets of the Company, the  Holder of each Warrant  shall
thereafter  be  entitled  to  purchase  (and it   shall  be a  condition  to the
consummation  of any  such  reorganization,   reclassification,   consolidation,
merger,   sale,   transfer   or  other disposition that  appropriate  provisions
shall be made so that such Holder shall  thereafter be entitled to purchase) the
kind and amount of shares of stock and other securities and property  (including
cash) which the Holder would  have been entitled  to receive  had such  Warrants
been  exercised   immediately   prior   to   the    effective    date   of  such
reorganization,  reclassification,   consolidation,   merger,   sale,   transfer
or other disposition; and in any such case appropriate adjustments shall be made
in   the  application of the provisions of this Section 7 with respect to rights
and interest  thereafter  of the Holder of the Warrants  to  the  end  that  the
provisions  of  this  Section  7  shall  thereafter  be  applicable,  as near as
reasonably  may  be,  in  relation  to any shares or other  property  thereafter
purchasable  upon  the   exercise  of  the  Warrants.   The  provisions  of this
Section  7.1(b)  shall    similarly    apply  to   successive   reorganizations,
reclassifications,   consolidations,   mergers,   sales,   transfers   or  other
dispositions.

          7.2 In the event the  Company  shall  declare  a  dividend,  or make a
distribution  to  the  holders  of  its Common Stock generally, whether in cash,
property  or  assets  of  any  kind,  including any dividend payable in stock or
securities  of   any   other  issuer owned by the Company  (excluding  regularly
payable  cash  dividends  declared  from  time to time by the Company's Board of
Directors or any dividend or distribution  referred to in Section 7.1(a) above),
the Purchase  Price of each Warrant shall be reduced, without any further action
by  the  parties  hereto,  by  the  Per  Share  Value  (as  hereinafter defined)
of the dividend. For purposes of this Section 7.2, the   "Per Share  Value" of a
cash  dividend or other  distribution  shall   be   the  dollar  amount  of  the
distribution  on each share of Common  Stock and the    "Per Share Value" of any
dividend or distribution other than cash shall be equal to the fair market value
of such non-cash  distribution on each share of  Common Stock  based  on  market
quotation  for  if  available,  or as  determined  in good faith by the Board of
Directors  of the  Company if no market quotation is available.

          7.3 No adjustment in the number of Warrant  Shares  purchasable  under
the Warrants, or in the Purchase Price with respect to the Warrant Shares, shall
be  required  unless  such  adjustment  would  require an increase or   decrease
of at least 1% in the number of Warrant  Shares  issuable upon the   exercise of
such  Warrant,  or in the  Purchase  Price  thereof; provided, however, that any
adjustments which by reason of this Section 7.3 are  not  required  to  be  made
shall be carried  forward and taken into account in any  subsequent  adjustment.
All final results of  adjustments to the number of     Warrant  Shares  and  the
Purchase  Price  thereof  shall be rounded to the   nearest one  thousandth of a
share or the nearest cent, as the case may be. Anything in this Section 7 to the
contrary notwithstanding, the Company  shall  be entitled,  but  shall  not  be
required,  to make such changes in the number of Warrant Shares purchasable upon
the exercise of each Warrant, or in the  Purchase  Price  thereof,  in  addition
to those  required by such Section,  as it in its discretion  shall determine to
be advisable in order  that  any  dividend  or distribution  in shares of Common
Stock, subdivision, reclassification or combination  of shares of Common  Stock,
issuance   of   rights,   warrants  or  options  to  purchase  Common  Stock, or
distribution  of   shares  of  stock  other  than   Common Stock,  evidences  of
indebtedness  or    assets  (other  than  distributions  of cash out of retained
earnings)  or convertible  or  exchangeable  securities  hereafter  made  by the
Company to the  holders of its Common  Stock  shall not result in any tax to the
holders of its Common Stock or securities convertible into Common Stock.

          7.4  Whenever  the  number  of  Warrant  Shares  purchasable  upon the
exercise  of  each  Warrant  or  the  Purchase  Price of such Warrant  Shares is
adjusted,  as  herein  provided,  the  Company  shall mail to the Holder, at the
address  of  the  Holder shown  on  the books of the  Company,  a notice of such
adjustment or adjustments,  prepared  and  signed by the Chief Financial Officer
or Secretary of the Company, which sets  forth  the  number of  Warrant   Shares
purchasable upon the exercise of each Warrant and the  Purchase  Price   of such
Warrant  Shares  after such adjustment, a brief statement of the facts requiring
such  adjustment  and  the  computation  by  which  such adjustment was made.

          7.5 In the  event  that at any  time  prior to the  expiration  of the
     Warrants and prior to their exercise:
(a) the  Company  shall  declare any  distribution  (other than a cash
dividend or a dividend payable in securities of the Company with respect to  the
Common Stock); or

          (b) the  Company  shall offer for  subscription  to the holders of the
Common   Stock   any  additional   shares  of  stock  of any  class or any other
securities convertible into Common Stock or any rights to  subscribe thereto; or

          (c) the  Company  shall  declare  any  stock  split,  stock  dividend,
subdivision,  combination,  or  similar  distribution with respect to the Common
Stock, regardless of the effect of any such event on the outstanding   number of
shares of Common Stock; or

          (d) the  Company  shall  declare a  dividend,  other  than a  dividend
payable in shares of the Company's own Common Stock; or

          (e)  there  shall  be  a   voluntary   or   involuntary   dissolution,
liquidation,  or  winding  up  of  the  Company (other than in connection with a
consolidation,  merger,  or  sale  of  all or substantially all of its property,
assets and business as an entity);

(each such event hereinafter being referred to as a "Notification  Event"),  the
Company  shall cause to be mailed to the Holder,  not less than thirty (30) days
prior to the record date, if any, in  connection  with such  Notification  Event
(provided,  however,  that if there is no record  date,  or if thirty  (30) days
prior notice is impracticable, as soon as practicable) written notice specifying
the  nature of such  event and the  effective  date of, or the date on which the
books of the  Company  shall close or a record  shall be taken with  respect to,
such event. Such notice shall also set forth facts indicating the effect of such
action (to the extent  such  effect may be known at the date of such  notice) on
the  Purchase  Price  and the kind and  amount  of the  shares of stock or other
securities or property  deliverable upon exercise of the Warrants.  For purposes
hereof,  a business day shall mean any day other than a Saturday,  Sunday or any
other day in which commercial banks are authorized by law to be closed.

          7.6 The form of Warrant Certificate need not be changed because of any
change in the Purchase  Price,  the number of Warrant Shares  issuable upon  the
exercise of a Warrant or the number of Warrants  outstanding  pursuant  to  this
Section 7, and Warrant Certificates issued before or after such change may state
the same  Purchase  Price,  the same number of Warrants,  and the same number of
Warrant Shares issuable upon  exercise of Warrants as are stated in the  Warrant
Certificates  theretofore  issued  pursuant to this Agreement.  The Company may,
however,  at any time, in its sole discretion, make  any change in  the  form of
Warrant  Certificate  that it may  deem appropriate and that does not affect the
substance   thereof,  and   any   Warrant  Certificates   thereafter  issued  or
countersigned,  whether in exchange or   substitution for an outstanding Warrant
Certificate or otherwise, may be in the form as so changed.

     8. Voluntary  Adjustment by the Company. The Company may, at its option, at
any time during the term of the Warrants, reduce the then current Purchase Price
to any amount deemed appropriate by the Board of Directors of the Company and/or
extend the date of the expiration of the Warrants.

     9. Fractional Shares and Warrants; Determination of Market Price Per Share.

          9.1 Anything  contained  herein to the contrary  notwithstanding,  the
Company shall not be required to issue any fraction of a share of Common   Stock
in  connection  with the  exercise of  Warrants.  Warrants may not be  exercised
in such number as would result (except for the provisions of this paragraph)  in
the issuance of a fraction of a share  of  Common Stock unless    the  Holder is
exercising  all Warrants  then owned by the Holder.  In such  event, the Company
shall, upon the exercise of all  of  such  Warrants,  issue   to  the Holder the
largest  aggregate whole number of shares of Common Stock   called  for  thereby
upon  receipt of the  Purchase  Price for all of such  Warrants and pay a sum in
cash equal to the  remaining  fraction of a share of Common Stock, multiplied by
its Market Price Per Share (as  determined  pursuant to Section 9.2 below) as of
the last  business day  preceding  the  date on which the Warrants are presented
for exercise.

          9.2 As used herein,  the "Market  Price Per Share" with respect to any
date shall mean the closing  price per share of Company's  Common Stock for  the
trading day immediately preceding such date. The closing price for each such day
shall be the last sale price  regular way or, in case no such sale   takes place
on such day,  the  average of the closing bid and asked  prices  regular way, in
either case on the principal  securities exchange on which the  shares of Common
Stock of the  Company  are  listed or admitted to trading,  the last sale price,
or in case no sale takes place on such day, the average of the  closing  bid and
asked  prices of the Common  Stock on NASDAQ or any comparable system, or if the
Common Stock is not reported on NASDAQ, or a comparable  system,  the average of
the closing bid and asked prices as furnished by  two members  of  the  National
Association of Securities Dealers, Inc. selected  from  time  to  time  by   the
Company for that   purpose. If such bid and asked prices are not available, then
"Market Price  Per  Share"  shall  be  equal  to the  fair  market  value of the
Company's  Common Stock as determined in good faith by the Board of Directors of
the Company.

     10.  Governing  Law.  This  Warrant  Certificate  shall be  governed by and
construed in accordance with the laws of the State of Delaware.

                           [SIGNATURE PAGE TO FOLLOW]
IN WITNESS WHEREOF,  the Company has caused this Warrant  Certificate to be
duly executed by its officers  thereunto duly  authorized and its corporate seal
to be affixed hereon, as of this ____th day of March, 2002.

                                                  THERMOGENESIS CORP.

                                                  By: __________________________
                                                      Philip H. Coelho
                                                      Chief Executive Officer

[SEAL]

Attest:

--------------------------
David Adams, Secretary
EXHIBIT A

                               NOTICE OF EXERCISE

     The undersigned hereby irrevocably elects to exercise,  pursuant to Section
2 of the  Warrant  Certificate  accompanying  this Notice of  Exercise,  _______
Warrants of the total number of Warrants  owned by the  undersigned  pursuant to
the accompanying Warrant Certificate, and herewith makes payment of the Purchase
Price of such shares in full.

                                                    ____________________________
                                                    Name of Holder

                                                    ____________________________
                                                    Signature

                                                    Address: ___________________

                                                    ____________________________
UNIT PURCHASE AGREEMENT

                              THERMOGENESIS CORP.,
                             a Delaware corporation

                                  COMMON STOCK
                                Par Value, $0.001

THESE  SECURITIES HAVE NOT BEEN REGISTERED  UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE  "SECURITIES  ACT"),  OR ANY STATE  SECURITIES  LAWS AND MAY NOT BE
SOLD, OFFERED TO SALE, TRANSFERRED,  PLEDGED, HYPOTHECATED OR OTHERWISE ASSIGNED
EXCEPT PURSUANT TO (i) A REGISTRATION STATEMENT RELATING TO THE SECURITIES WHICH
IS EFFECTIVE  UNDER THE  SECURITIES  ACT,  (ii) RULE 144  PROMULGATED  UNDER THE
SECURITIES ACT OR (iii) AN OPINION OF COUNSEL OR OTHER EVIDENCE  SATISFACTORY TO
THE COMPANY AND ITS COUNSEL THAT AN EXEMPTION FROM THE REGISTRATION  REQUIRMENTS
OF THE SECURITIES ACT OR ANY APPLICABLE STATE LAWS IS AVAILABLE.
UNIT PURCHASE AGREEMENT

     THIS UNIT PURCHASE  AGREEMENT  (this  "Agreement")  dated March 26, 2002 is
made by and among  ThermoGenesis,  Inc., a Delaware corporation (the "Company"),
and the  purchasers  named in the  attached  Schedule  I  (individually,  each a
"Purchaser" and collectively, the "Purchasers").

     WHEREAS,  the Company wishes to issue and sell to the Purchasers units (the
"Units"),  each  consisting of five (5) shares of authorized but unissued Common
Stock,  $0.001 par value, of the Company (the "Common  Stock"),  and one warrant
(the  "Warrant(s)"),  substantially  in the form of "Exhibit A" attached hereto,
exercisable for one share of the Common Stock, at a purchase price of $10.00 per
Unit. The Units will have an aggregate  purchase price of up to $7,000,000  (not
including the Units which may be purchased by holders of the Company's  Series A
Preferred Stock pursuant to their preemptive rights); and

     WHEREAS,  each  Purchaser,  severally,  wishes to purchase the Units on the
terms and subject to the conditions set forth in this Agreement; and

     NOW,  THEREFORE,  in consideration of the premises and the mutual covenants
contained in this Agreement, and for other good and valuable consideration,  the
receipt and  adequacy  of which are hereby  acknowledged,  the parties  agree as
follows:

                                   ARTICLE I.
                                    THE UNITS

     1.01 Issuance and Sale of the Units.  The Company is authorized to issue up
to 700,000  Units (not  including the Units which may be purchased by holders of
the Company's Series A Preferred Stock pursuant to their preemptive rights), and
subject to the terms and  conditions of this  Agreement,  the Company  agrees to
issue and sell to each Purchaser,  and each Purchaser  hereby agrees to purchase
from the  Company,  the  Number  of Units set  forth  opposite  the name of such
Purchaser  under the heading "Number of Units to be Purchased" on Schedule I, at
the  purchase  price set forth  opposite  the name of such  Purchaser  under the
heading "Aggregate Purchase Price " on Schedule I.

     1.02 Closing And Delivery Of The Units. The closing shall take place at the
office of Bartel Eng & Schroder,  300  Capitol  Mall,  Suite  1100,  Sacramento,
California  95814 at 3:00  p.m.  (PST)  on  March  21,  2002,  or at such  other
location,  date and time as may be  agreed  upon  between  the  Purchasers  of a
majority of the Units and the Company  (such  closing being called the "Closing"
and such date and time being  called the  "Closing  Date"),  provided  that such
closing  shall occur no later than March 26, 2002.  At the Closing,  the Company
shall  deliver  to each  Purchaser  (i) a copy  of the  letter  instructing  the
Company's transfer agent to issue a certificate,  registered in the name of such
Purchaser,  representing  each of the  shares  of  Common  Stock  and  (ii)  the
Warrants,  comprising the Units being  purchased by it at the Closing.  Prior to
the Closing,  the Purchasers shall wire transfer in immediately  available funds
their respective portions of the Aggregate Purchase Price to the Company, as set
forth on Schedule I.

     1.03  Additional  Closings for Holders of Series A Preferred  Stock. In the
event any holders of the Company's Series A Preferred Stock ("Series A Holders")
elect to exercise their preemptive  right to participate in this financing,  the
Company  will hold an  additional  closing  within  thirty  (30) days  after the
Closing (an "Additional Closing "), without obtaining the signature,  consent or
permission of any of the  Purchasers,  offer and sell  additional  Units to such
Series A Holders.  The shares of Common Stock  comprising part of any Unit to be
issued in an  Additional  Closing  shall be sold pursuant to, and subject to the
provisions of this Agreement,  as modified solely to add an additional signature
hereto and an  additional  name to  Schedule I hereto.  Upon  execution  of such
additional  signature  page,  each such  additional  purchaser shall be deemed a
"Purchaser"  under  this  Agreement  to the  same  extent  as if they had been a
Purchaser at the Closing.

                                   ARTICLE II.
                  REPRESENTATIONS AND WARRANTIES OF THE COMPANY

     As of the Closing Date, the Company hereby  represents and warrants to each
Purchaser as follows:

     2.01 Corporate  Organization.  The Company is a corporation duly organized,
validly  existing and in good standing  under the laws of the State of Delaware,
with all requisite  corporate power and authority to own,  operate and lease its
properties  and to carry on its  business as it is now being  conducted,  and is
qualified or licensed to do business in good  standing in each  jurisdiction  in
which the  property  is owned,  leased or  operated  by it or the  nature of the
business  conducted  by it makes such  qualifications  or  licensing  necessary,
except where its failure so to qualify to be licensed  would not have a material
adverse effect on the Company.

     2.02  Capitalization.  The authorized capital stock of the Company consists
of 50,000,000 shares of Common Stock, par value $0.001,  and 2,000,000 shares of
preferred stock, both par value $0.001. The issued and outstanding shares of the
Company's  capital  stock is  accurately  reflected in its annual report on Form
10-K for the year ended June 30, 2001,  as of that date.  The attached  Schedule
2.2 accurately  reflects the shares of the Company's  capital stock issued since
that  date,  the shares of  capital  stock  options,  warrants  and  convertible
privileges  which have been  reacquired by the Company since that date,  and the
number of shares of capital stock, options,  warrants and convertible privileges
(broken down by class)  outstanding as of the Closing Date.  Except as described
in the attached Schedule 2.2 and in Company's annual report on Form 10-K for the
year ended June 30, 2001, there are no outstanding contracts, agreements, calls,
options,  warrants, rights,  subscriptions,  obligations or other commitments of
the   Company,   directly  or   indirectly   relating  to  or  calling  for  the
authorization, issuance, transfer, sale or other disposition of any share of the
capital   stock  or  other  voting   interests  of  the  Company  or  securities
convertible,  exercisable or exchangeable into or for any of the foregoing,  the
Company  does not own or control any stock,  equity,  voting  ownership or other
interest  in any  corporation,  partnership,  joint  venture  or other  business
association or entity.

     2.03  Authorization:  Validity.  The Company has full  corporate  power and
authority  to  enter  into  the  Agreements  and to  carry  out its  obligations
thereunder.  When issued in accordance with the Agreements, the shares of Common
Stock will be validly issued,  fully paid and  nonassessable.  The execution and
delivery of the Agreements and the consummation of the transactions contemplated
thereby  have been duly  authorized  by the Board of  Directors  of the Company,
which  authorization  remains in full force and effect and has not been modified
or amended by any  subsequent  action of such Board of  Directors,  and no other
corporate  actions or  proceedings  on the part of the Company are  necessary to
authorize  the  Agreements  or  the  transactions   contemplated   thereby.  The
Agreements   constitute  the  valid  and  binding  obligations  of  the  Company
enforceable in accordance with their terms.

     2.04 No Violation. Except for any required filings under applicable Federal
and state securities laws, which the Company  undertakes to make, the execution,
delivery  and  performance  by the  Company  and the  consummation  by it of the
transactions contemplated thereby, including,  without limitation, the issuance,
sale and  delivery of the shares of Common  Stock,  do not require the  consent,
waiver, approval,  license or authorization of or filing of any notice or report
with any person,  entity or public  authority and will not violate,  result in a
breach of or the  acceleration of any obligation  under, or constitute a default
under, any provision of the Company's Certificate of Incorporation or By-laws or
any indenture,  mortgage, lien, lease, agreement,  contract,  instrument, order,
judgment,  decree,  law,  ordinance or  regulation  to which any property of the
Company is subject or by which the Company is bound or result in the creation or
imposition of any lien, claim, charge, restriction, equity or encumbrance of any
kind  whatsoever  upon,  or give to any other person any interest or right in or
with  respect  to,  any of  the  properties,  assets,  business,  agreements  or
contracts of the Company.

     2.05 Compliance  With Law. To the best of its knowledge,  the Company is in
compliance  with  the  governmental  laws,  ordinances,  codes,  orders,  rules,
regulations  and  requirements  applicable  to its  business and  conditions  of
employment,  except where noncompliance could not reasonably be expected to have
a material  adverse  effect on the  business,  assets,  properties  or financial
condition  of the  Company.  The Company has  obtained  all  permits,  licenses,
variances,  exemptions,  orders,  contracts and approvals  from federal,  state,
local and  foreign  governmental  and  regulatory  bodies  which  are  material,
singularly or in the aggregate,  to the operation of its business (collectively,
the "Permits" and each individually,  a "Permit").  The Company is in compliance
with the material terms of each Permit and with all requirements,  standards and
procedures of the federal,  state, local and foreign  governmental or regulatory
bodies  which  issued the  Permits or any of them and there does not exist under
any of the Permits any default or event of default or event which with notice or
lapse of time or both would constitute an event of default by the Company.

     2.06  Memorandum and SEC Filings.  The Company  previously has delivered to
each Purchaser a copy of its Private  Placement  Memorandum  dated March 8, 2002
(the "Memorandum").  The Memorandum contains information concerning the Offering
and a copy of the Company's Annual Report on Form 10-K for its fiscal year ended
June 30, 2001,  and  Quarterly  Reports on Form 10-Q for the  quarterly  periods
ended  September 30, 2001 and December 31, 2001 (the "SEC Report")  filed by the
Company with the Securities and Exchange  Commission (the "SEC").  Since January
1, 1997,  the Company  has made all filings  required to be made by it under the
Securities Act of 1933, as amended (the "1933 Act"), the Securities Exchange Act
of 1934 (the "1934 Act") and the securities laws of any state, and any rules and
regulations  promulgated  thereunder.  The  audited and  unaudited  consolidated
financial  statements  of the  Company  included  in the SEC  Reports  have been
prepared  in  accordance   with   generally   accepted   accounting   principles
consistently  applied  (except as may be  indicated  in the notes  thereto)  and
fairly present the financial position of the Company as at the dates thereof and
the results of its  operations  and  changes in cash flows for the periods  then
ended. The information contained in the Memorandum and the SEC Reports is or was
accurate and complete as of the date given. No stop order  preventing the use of
the  Memorandum,  or any other  amendment or  supplement  thereto,  or any order
asserting  that  any of the  transactions  contemplated  by this  Agreement  are
subject to the registration requirements of the Act, has been issued by the SEC.
The SEC Reports,  at the time they were or are hereafter  filed or last amended,
as the case may be,  with  the  Commission,  complied  and  will  comply  in all
material respects with the requirements of the 1934 Act. Neither the Agreements,
the  Memorandum  nor the SEC  Reports,  taken as a  whole,  contain  any  untrue
statement of material  fact or omit to state a material  fact  necessary to make
the statements made therein, in light of the circumstances under which they were
made, not misleading.

     2.07 As of the Closing  Date  Intellectual  Property.  As  described in the
Company's Form 10-K for the fiscal year 2001, the Company owns or possesses,  or
can  acquire  on  reasonable  terms,  all  patents,  patent  rights,   licenses,
inventions,  copyrights,  know-how (including trade secrets and other unpatented
and/or  unpatentable  proprietary  or  confidential   information,   systems  or
procedures), trademarks, service marks and trade names ("Intellectual Property")
currently  employed  or  utilized  by it in  connection  with the  business  now
operated  and  proposed  to be  operated  by it and the  following  products  or
proposed products of the Company: The CryoSeal System and the BioArchive System.
The Company has not  received  any notice of  infringement  of or conflict  with
asserted  rights  of others  with  respect  to any  Intellectual  Property.  The
description  of the  Intellectual  Property in the  Company's  Form 10-K for the
fiscal  year 2001 does not contain any untrue  statement  of a material  fact or
omit to state any material  fact  required to be stated  therein or necessary to
make the statements  therein, in the light of the circumstances under which they
were made, not misleading.

     2.08 NASDAQ  Compliance.  The Company  has taken all  necessary  actions to
ensure its continued  inclusion in, and the continued  eligibility of the Common
Stock for trading on the Nasdaq  Stock  Market  ("NASDAQ")  under all  currently
effective and currently proposed inclusion requirements.

     2.09 Absence of Certain  Changes or Events.  Except as disclosed in the SEC
Reports  and  on  Schedule 2.2 hereto, since June 30, 2001, the Company has not:

          (a) incurred any obligation or liability,  whether fixed or contingent
              (including,  without limitation,  any liability as a guarantor  or
              otherwise with respect to the liabilities of others), except those
              incurred in the ordinary  course of  business,  none  of  which is
              materially adverse,  and  except in connection with the Agreements
              and the transactions  contemplated thereby;

          (b) discharged  or  satisfied  any  lien or  encumbrance  or paid  any
              obligation or liability  (fixed or contingent),  other than in the
              ordinary course of business;

          (c) mortgaged, pledged or subjected to lien, charge, security interest
              or to any other encumbrance any of its assets or properties, other
              than in the ordinary course of business;

          (d) transferred,  leased or otherwise disposed of any of its assets or
              properties except for a fair consideration in the ordinary  course
              of business or acquired any assets or  properties,  other  than in
              the ordinary course of business;

          (e) canceled  or  compromised  any debt or claim,  other  than in  the
              ordinary course of business;

          (f) waived or released any rights of material value, other than in the
              ordinary course of business;

          (g) suffered any casualty loss or damage  (whether or not such loss or
              damage shall have been covered by insurance) which materially  and
              adversely  affects  the  ability  of the  Company  to conduct  its
              business  as it is presently conducted;

          (h) declared  any  dividend  or made any payment or  distribution   in
              respect of its Common Stock;

          (i) been the subject of any regulatory action,  citation or comparable
              action or entered into any consent order with government  agencies
              with regard to its operations or products;

          (j) implemented   any  material  change  in  accounting    principles,
              practices or methods; or
(k) experienced a material  adverse change in its financial  condition
              or results of operation.

     2.10 Private Offering.  Subject to the accuracy of the  representations  of
each Purchaser in Article III hereof, the offer, sale and issuance of the Units,
which  are  comprised  of  shares  of  Common  Stock  and  Warrants,  constitute
transactions exempt from the registration  requirements of Section 5 of the 1933
Act and neither the Company nor anyone acting on its behalf will take any action
hereafter that would cause the loss of such exemption.

     2.11 Brokers.  The Company has no contract,  arrangement  or  understanding
with any  broker,  finder or  similar  agent with  respect  to the  transactions
contemplated  by this Agreement,  except that the Company  reserves the right to
pay up to six  percent  (6%) as  placement  fee to offer and sell any  remaining
un-subscribed Units authorized under Section 1.01.

                                  ARTICLE III.
                  REPRESENTATIONS AND WARRANTIES OF PURCHASER.

     Purchaser  understands  that the issuance and sale of the Units,  which are
comprised  of shares of Common  Stock and Warrant to  purchase  shares of Common
Stock,  have not been  registered  under the 1933 Act, on the  grounds  that the
issuance and sale of such  securities  to the  Purchaser  is exempt  pursuant to
Section 4(2) of the 1933 Act and/or Regulation D promulgated under the 1933 Act,
and that the reliance of the Company on such exemptions is predicated in part of
each Purchaser's representations,  warranties, covenants and acknowledgments set
forth in this Article III.

     3.01  Authorization.  If the Purchaser is a corporation,  it represents and
warrants  to the  Company  that  it is a  corporation  duly  organized,  validly
existing and in good standing under the laws of the state of its  incorporation;
that it was not organized for the specific purpose of purchasing the Units to be
purchased by it  hereunder;  that it has full  corporate  power and authority to
enter  into this  Agreement  and to carry  out its  obligations  hereunder;  all
corporate  actions or proceedings on the part of such Purchaser as are necessary
to authorize this Agreement or the transactions  contemplated  hereby;  and that
the transactions  contemplated hereby have been taken. Each Purchaser represents
and  warrants  to the  Company  that this  Agreement  constitutes  the valid and
binding  obligation  of such  Purchaser,  enforceable  in  accordance  with  its
respective  terms  except to the extent  that  enforceability  may be limited by
equity,  bankruptcy,  insolvency and other laws of general application affecting
the rights and remedies of creditors.

     3.02 Purchase Without View to Distribute. Purchaser represents and warrants
to the Company that the Units, which are comprised of shares of Common Stock and
Warrant to purchase  shares of Common  Stock,  being  purchased  by it are being
acquired for its own account,  not as a nominee or agent, and not with a view to
resale or  distribution  within  the  meaning  of the 1933 Act and the rules and
regulations thereunder.

     3.03 Restrictions on Transfer.

          (a) Purchaser (i) acknowledges that the Units are not registered under
the 1933 Act and that the Units must be held indefinitely by it unless they  are
subsequently registered under the 1933  Act or an  exemption  from  registration
is  available,  (ii) is aware that any  routine  sales of the Units  under  Rule
144 of the SEC  under  the 1933 Act may be made  only in limited  amounts and in
accordance  with  the  terms  and  conditions  of  that  Rule  and  that in such
cases where the Rule is not applicable,  compliance with some other registration
exemption  will be  required,  (iii) is  aware  that  Rule 144 is not  presently
available  for use by Purchaser  for resale of any such Units and that there can
be no assurance that Rule 144 will be available at any time in the future,  (iv)
is aware  that,  except as  provided  in  Article V hereof,  the  Company is not
obligated to register under the 1933 Act any sale, transfer or other disposition
of the  Securities,  (v) is aware  that the  Company  shall not be  required  to
register  the  transfer  of the Units on the  books of the  Company  unless  the
Company shall have been provided with an opinion of counsel  satisfactory  to it
prior to such transfer to the effect that registration under the 1933 Act or any
applicable  state  securities  law  has  been  effected  or is not  required  in
connection  with the transaction  resulting in such transfer,  and (vi) is aware
that the Units,  and each  certificate  representing the Units and any shares of
Common Stock or other securities  issued in respect of such Units upon any stock
split, stock dividend, recapitalization, merger, consolidation or similar event,
shall  (unless  otherwise  permitted by paragraph  (b) of this Section  3.04) be
stamped or otherwise imprinted with a legend disclosing that the securities have
not been  registered  under the  Securities Act or any state law, and may not be
sold, transferred,  assigned,  pledged or hypothecated absent registration under
the  Securities  Act  and  applicable  State  securities  laws  or an  exemption
therefrom.

          (b) The restrictions on the  transferability  of the Units shall cease
and terminate when such Units shall have been registered under the 1933 Act  and
are proposed to be sold or otherwise  disposed of in accordance with an intended
method  of  disposition  by  the  Company  as  set  forth  in the   registration
statement covering  such  Units  as  required   by  Section  5.02  or any  other
applicable  registration statement, or when all shares underlying   the warrants
comprising  a  part  of  the  Units are transferable  in   accordance  with  the
provisions   of  Rule  144(k)  promulgated  under  the 1933  Act. Whenever   the
restrictions on transfer shall terminate as hereinabove  provided with   respect
to any of the  Units,  the  holder of any such  Units  bearing  the   legend set
forth in  paragraph (a) of this  Section 3.03 as to which such conditions  shall
have  terminated  shall be entitled to receive from the Company, without expense
(except for the payment of any applicable transfer  tax) and as expeditiously as
possible,  new stock  certificates not bearing such legend.

     3.04 Access to Information.  Each Purchaser severally  acknowledges that it
has been provided with a copy of the Memorandum  (including the SEC Reports) and
has carefully  reviewed the same. Each Purchaser  further  acknowledges that the
Company has made available to it the opportunity to ask questions of and receive
answers from the  Company's  officers  and  directors  concerning  the terms and
conditions of this  Agreement  and the business and  financial  condition of the
Company,  and each Purchaser has received to its satisfaction,  such information
about the  business  and  financial  condition  of the Company and the terms and
conditions of the Agreement as it has requested.

     3.05 Additional Representations of the Purchaser. Each Purchaser represents
that (i) it is an  "accredited  investor"  as such term is  defined  in Rule 501
promulgated under the 1933 Act, (ii) its financial situation is such that it can
afford to bear the economic risk of holding the Units for an  indefinite  period
of time and suffer  complete loss of its  investment in the Units,  (iii) it has
the funds necessary to purchase the Units  immediately  available to it and (iv)
its knowledge and experience in financial and business  matters are such that it
is capable of  evaluating  the merits and risks of its  purchase of the Units as
contemplated by this Agreement.

                                       1
ARTICLE IV.
                            COVENANTS OF THE COMPANY.

     4.01 Consummation of Agreements.  The Company shall perform and fulfill all
conditions and  obligations on its part to be performed and fulfilled  under the
Agreements,  to the end that the  transactions  contemplated  by the  Agreements
shall be carried  out.  To this end,  the  Company  will  obtain  all  necessary
authorizations  or  approvals of its Board of  Directors  to the  execution  and
performance of the Agreements, which shall include as integral parts thereof the
issuance to the  Purchasers of the Units upon the terms and conditions set forth
in the Agreements.

     4.02 Compliance with Regulation D. The Company agrees to file a Form D with
the SEC within  fifteen days of the date of the Closing and to file, on a timely
basis,  any  amendments or  supplements  to such Form D as may be required under
Regulation D  promulgated  under the 1933 Act. The Company also agrees to comply
with the filing  requirements of state securities laws applicable to the sale of
the Units hereunder.

     4.03 Good Faith Effort to Effect Transfers. Upon registration of the Units,
or the  termination  under  the  provisions  of Rule 144 of the  restriction  on
transfer,  the Company  agrees to issue or cause its  corporate  and  securities
counsel to issue all  required  consents  or  opinions  that may be  required to
effect the  transfer  of the Units and  removal of any legend on such Units upon
transfer.  The Company agrees that it shall use all reasonable  efforts to cause
such consents or opinions of counsel to be transmitted to the Company's transfer
agent within 48 hours of receipt of a request by  Purchaser,  provided  that all
required certifications or representations required to effect such transfer have
been provided with such request.  The Company will pay its own legal expenses to
prepare such consents or opinions of counsel contemplated by this Section 4.03.

     4.04 Financing  Limitations.  The Company will not, for a period of six (6)
months following the effective date of the  Registration  Statement as set forth
in Article V, issue,  offer or sell any  securities to a third party  (including
debt  securities  with an equity  feature) other than (i) to an employee  and/or
director  pursuant to a employee equity and option plan, (ii) securities  issued
in connection to a merger or acquisition (the principle  purpose of which is not
to raise  financing,  and (iii)  securities  issued to  qualified  institutional
buyers as defined in Rule 144A.

                                   ARTICLE V.
                                  REGISTRATION.

     5.01 Definitions. As used herein:

          (a) The terms "register,"  "registered" and "registration" refers to a
registration  effected   by  preparing  and  filing a registration  statement in
compliance   with   the  1933  Act  and  the   declaration  or  ordering  of the
effectiveness of such registration statement.

          (b) For the purposes hereof, the term "Registrable  Securities" means,
with  respect  to   the   Units  offered  hereby,  the  shares  of Common  Stock
purchased hereunder,  the shares of Common Stock to be issued upon exercise  of
the Warrants,  and  any   stock  to  be  issued  in  respect of, or part of, the
Registrable   Securities   as  a   result  of  a stock  split,  stock  dividend,
recapitalization or combination.

                                       2
(c) The terms "Holder" or "Holders" mean any person or persons to whom
Registrable  Securities  were originally  issued or qualifying transferees under
this Article V hereof who hold Registrable Securities.

     5.02  Filing of  Registration  Statement.  Within 30 days after the Closing
Date,  the Company  will prepare and file a  Registration  Statement on Form S-3
(the "Registration Statement") with the SEC in order to register the sale of the
Registrable  Securities  by Purchasers  from time to time through  underwriters,
agents or otherwise,  in negotiated or market  transaction  or through NASDAQ or
the facilities of any national  securities exchange on which the Common Stock is
then traded or in privately  negotiated  transactions.  The Company will use its
best  efforts to obtain a  declaration  of  effectiveness  of such  Registration
Statement  before the  expiration of 120 days from the Closing Date and take all
actions incidental thereto (including,  without limitation,  the execution of an
undertaking to file post-effective amendments,  appropriate qualifications under
the  applicable  blue  sky  or  other  state  securities  laws  and  appropriate
compliance  with exemptive  regulations  issued under the 1933 Act and any other
governmental  requirements  or  regulations)  as may be  necessary  to permit or
facilitate the public sale and distribution of the Registrable Securities by the
Holders. If the Company does not cause the Registration Statement to be declared
effective by the SEC within the 120 day period provided,  then the Company shall
cause to be issued to each Purchaser  without  additional  consideration  a five
year warrant  representing  the right to acquire an additional  amount of Common
Stock  equal to two  percent  (2%) of the  number  of  shares  of  Common  Stock
purchased by such  Purchaser  hereunder.  The warrant shall be  exercisable at a
price of $2.50 per share upon  registration of the shares underlying the warrant
with the SEC.

     5.03  Expenses.  All  expenses  incurred  currently  or in  the  future  in
connection with any registration  pursuant to this Article V, including  without
limitation,  all registration,  filing and  qualification  fees (including those
attributable  to  the  Registrable  Securities),  printing  expenses,  fees  and
disbursements  of counsel for the  Company and fees and  expenses of counsel for
the Company  incurred  pursuant to Section 4.03 of this Agreement or Section 4.3
of the Warrant Certificate and expenses of any comfort letters or special audits
of  the  Company's  financial  statements  incidental  to or  required  by  such
registration shall be borne by the Company (excluding underwriting discounts and
selling commissions payable with respect to the sale of Registrable Securities).

     5.04   Registration   Procedures.   In  the  case  of  each   registration,
qualification  or  compliance  effected  by the Company pursuant to this Article
V, the Company will, at its expense:

          (a) keep such registration  statement effective and file any necessary
post-effective    amendments    and   use  its  best  efforts  to  maintain  the
effectiveness  thereof   until  the   earlier  of  (i) such time as the  Company
reasonably  determines,  based upon an opinion of counsel, that the Holders will
be eligible to sell all of the  Registrable Securities then owned by the Holders
without  registration in the open market in compliance with the   1933   Act and
without regard to volume restrictions or (ii) for a  continuous    period  of 36
months  from the date of  effectiveness  of the  Registration Statement.

          (b) prepare and file with the SEC such  amendments and  supplements to
such  Registration  Statement  as  may  be  necessary to keep such registration,
qualification or compliance effective and comply with the provisions of the 1933
Act with respect to the disposition of all securities covered thereby during the
applicable period;

          (c)  update,   correct,   amend  and  supplement  such   registration,
qualification or compliance as necessary;

                                       3
(d) furnish  such number of  preliminary  and final  prospectuses  and
other   documents   incident   thereto   as  a  Holder  from  time to  time  may
reasonably request;

          (e) register or qualify such Registrable Securities for offer and sale
under the Blue Sky or securities laws of such  jurisdictions  as any Holder  may
reasonably   designate  to  enable  it  to  consummate  the  disposition  of the
Registrable Securities in such jurisdiction,  except that the Company shall  not
be  required  in  connection  therewith  or as a  condition  thereof to  qualify
as a foreign corporation or to execute a general consent to service  of  process
in any State;

          (f) timely file all reports  required to be filed by it under the 1933
Act or  the  1934  Act  and  the  rules   and   regulations  adopted  by the SEC
thereunder,  all to the extent  required to enable each such  Purchaser  to sell
the Registrable  Securities  without  registration  under the 1933 Act  pursuant
to (i) Rule 144  adopted  by the SEC under the 1933 Act,  as such   rule  may be
amended  from  time to  time,  or (ii)  any similar rule or regulation hereafter
adopted by the SEC;

          (g) take all action  necessary  to render the  Registrable  Securities
eligible for inclusion on NASDAQ for trading thereon; and

          (h) upon  the  sale of any  Registrable  Securities  pursuant  to such
Registration Statement remove all restrictive legends from all certificates   or
other instruments evidencing the Registrable Securities.

     5.05 Holders  Obligation  to Furnish  Information.  It shall be a condition
precedent to the  obligations of the Company to take any action pursuant to this
Section 5.02 with respect to the  Registrable  Securities of any selling  Holder
that such Holder shall furnish to the Company such information regarding itself,
the  Registrable  Securities  held by such Holder,  and the  intended  method of
disposition of such securities as shall be required,  in the reasonable  opinion
of the Company, to effect the Registration Statement.

                                   ARTICLE VI.
                                INDEMNIFICATION.

     6.01 Indemnification of Purchaser. The Company agrees to indemnify and hold
harmless,  to the extent  permitted by law,  each  Purchaser,  its directors and
officers and each person who controls such Purchaser  (within the meaning of the
1933 Act) against any and all losses, claims, damages,  liabilities and expenses
caused  by (i) any  breach of the  representations,  warranties,  covenants  and
agreements  of the Company  contained in the  Agreements;  or (ii) any untrue or
alleged  untrue  statement  of  material  fact  contained  in  any  registration
statement,  prospectus or  preliminary  prospectus  filed  pursuant to Article V
hereof or any  omission  or alleged  omission to state  therein a material  fact
required to be stated  therein or necessary to make the  statements  therein not
misleading,  except  insofar  as the  same are  caused  by or  contained  in any
information  furnished in writing to the Company by such Purchaser expressly for
use in such registration statement or prospectus.

     6.02  Indemnification  of the Company.  Each Purchaser  severally agrees to
furnish to the Company in writing such information and affidavits as the Company
reasonably  requests for use in connection  with any  registration  statement or
prospectus and agrees to indemnify and hold harmless, to the extent permitted by
law, the Company,  its  directors  and officers and each person who controls the
Company (within the meaning of the 1933 Act) against any and all losses, claims,
damages,   liabilities   and   expenses   caused  by  (i)  any   breach  of  the
representations,   warranties,  covenants,  and  agreements  of  such  Purchaser
contained in this Agreement;  or (ii) any untrue or alleged untrue  statement of
material  fact or any omission of a material  fact  required to be stated in any
registration  statement,  prospectus or preliminary prospectus filed pursuant to
Article V hereof or necessary to make the statements therein not misleading, but
only to the extent that such untrue or alleged  untrue  statement or omission is
contained or omitted in any  information or affidavit so furnished in writing by
such Purchaser  expressly for use in such registration  statement or prospectus,
and in no event will the  Purchaser be obligated to indemnify  the Company,  its
directors,  officers  or any person  who  controls  the  Company in an amount in
excess of the net  proceeds to be derived from the sale of Units in the offering
giving rise to a claim for indemnification.
6.03 Contribution.  If the indemnification  provided for in this Article VI
is judicially  determined to be unavailable to an indemnified  person in respect
of any losses,  claims, damages or liabilities referred to herein, then, in lieu
of indemnifying such indemnified  person hereunder,  each party shall contribute
to the net amount paid or payable by such indemnified person as a result of such
losses,  claims,  damages or liabilities (and expense  relating  thereto) (i) in
such  proportion  as is  appropriate  to reflect  the  relative  benefits to the
Company, on the one hand, and each Purchaser,  on the other hand, or (ii) if the
allocation provided by clause (i) above is not available,  in such proportion as
is  appropriate  to reflect not only the relative  benefits  referred to in such
clause (i) but also the relative  fault of each,  as well as any other  relevant
equitable considerations.

     6.04 Defense of Action.  Any person entitled to  indemnification  hereunder
will (i) give prompt notice to the indemnifying  party of any claim with respect
to which it seeks  indemnification;  and (ii) unless in such indemnified party's
reasonable  judgment  a  conflict  of  interest  between  such  indemnified  and
indemnifying   parties  may  exist  with  respect  to  such  claim,  permit  the
indemnifying  party to assume the defense of such claim with counsel  reasonably
satisfactory  to the  indemnified  party.  If such defense is not  assumed,  the
indemnifying  party will not be subject to any liability for any settlement made
without its consent  (but such consent will not be  unreasonably  withheld).  An
indemnifying  party who is not entitled to, or elects not to, assume the defense
of a claim will not be  obligated  to pay the fees and expenses of more than one
counsel for all parties  indemnified by such indemnifying  party with respect to
such  claim,  unless  in the  reasonable  judgment  of any  indemnified  party a
conflict of interest may exist between such  indemnified  party and any other of
such indemnified parties with respect to such claim.

     6.05  Remedies.  The  remedies  provided  for in  this  Article  VI are not
exclusive  and shall not limit any  rights or  remedies  that may  otherwise  be
available to any indemnified party at law or in equity.

                                  ARTICLE VII.
                CONDITIONS PRECEDENT TO PURCHASER'S OBLIGATIONS.

     7.01  Conditions.  The  obligations  of each  Purchaser to  consummate  the
Agreements  and  the  transactions   contemplated  hereby  are  subject  to  the
satisfaction of the following  conditions on or prior to the Closing Date except
to the extent that any such condition can be and is waived by the Purchasers:

          (a)   Representations;    Warranties;    Covenants.    Each   of   the
representations and  warranties of the Company  contained  in Article II  hereof
shall be true and correct in all material respects as though made at the time of
and as of the Closing Date; the Company shall, at or before the    Closing Date,
have performed all of its obligations  hereunder which by the  terms  hereof are
to be performed  on  or  before the Closing  Date,  and  the  Company shall have
delivered  to each  Purchaser  a  Certificate  of  its  Chief Executive Officer,
President or Vice President  dated  as  of  the  Closing  Date  to the foregoing
effect.

          (b)  Warrants.  The Company  shall have  executed  and  delivered  the
Warrants,  substantially   in   the   form   of   Exhibit  A,  to  each  of  the
Purchasers,  in  respect  of  the   Warrant  component  of  the  Units each such
Purchaser is purchasing.
(c) Opinion of Counsel. Each Purchaser shall have received from Bartel
Eng  &  Schroder,  a  Professional  corporation,  counsel  for  the Company,  an
opinion  dated  as  of  the  Closing Date, in substantially the form attached as
Exhibit B hereto.

                                  ARTCLE VIII.
               CONDITIONS PRECEDENT TO THE COMPANY'S OBLIGATIONS.

     8.01  Conditions.  The  obligations  of the  Company's  to  consummate  the
Agreements  and  the  transactions   contemplated  hereby  are  subject  to  the
satisfaction of the following  conditions on or prior to the Closing Date except
to the extent that any such condition can be and is waived by the Company:

          (a) Representations;  Warranties;  Covenants.  The representations and
warranties of each Purchaser  contained in Article III hereof shall be true  and
correct in all  material  respects as though made at the time of and as   of the
Closing Date; Each  Purchaser  shall,  at  or  before  the  Closing  Date,  have
performed all of its  obligations  hereunder which by the terms hereof are to be
performed  on  or  before  the  Closing.  Unless  the Company  receives  written
notification to the contrary at the Closing Date, the Company shall  be entitled
to assume the preceding is accurate at the Closing Date.

                                   ARTICLE IX.
                                 MISCELLANEOUS.

     9.01 Law Governing. This Agreement shall be construed under and governed by
the laws of the State of California applicable to contracts made and to be fully
performed therein.

     9.02 Broker or Finder.  Each  Purchaser  represents  and  warrants  that no
broker or finder has acted for such party in connection  with this  Agreement or
the transactions  contemplated by this Agreement and that no broker or finder is
entitled to any broker's or finder's fee or other  commission in respect thereof
based in any way on  agreements,  arrangements  or  understandings  made by such
Purchaser.

     9.03  Notices.  All  notices,  requests,  demands  or other  communications
hereunder  shall be deemed to have been  duly  given if  delivered  or mailed by
certified or registered  mail if to the Company at 3146 Gold Camp Drive,  Rancho
Cordova,  California  95670,  Attn:  Chief  Executive  Officer,  and  if to  the
Purchaser  at the address set forth on the  signature  page  hereto,  or to such
other address of which either party may notify the other party.

     9.04 Survival of Representations, Warranties and Covenants. Notwithstanding
any  investigation  made by any party to this  Agreement,  all  representations,
warranties,  covenants and  obligations  made by the Company and each  Purchaser
herein shall survive the  execution of this  Agreement and the sale and delivery
of the Units, which comprised of shares of Common Stock and warrants to purchase
shares of Common Stock.

     9.05 Entire Agreement. This Agreement, including the exhibits and schedules
referred   to  herein,   is   complete   and  all   promises,   representations,

                                       6
understandings,  warranties and agreements  with reference to the subject matter
hereof,  and all  inducements  to the making of this  Agreement  relied  upon by
either  party  hereto,  have  been  expressed  herein  or in such  exhibits  and
schedules.

     9.06  Assignment.   Neither  this  Agreement  nor  any  of  the  rights  or
obligations  hereunder may be assigned by the Company  without the prior written
consent of the Purchasers,  or by a Purchaser  without the prior written consent
of the Company,  except that each Purchaser may (a) without such consent,  sell,
transfer,  or  otherwise  convey any of the Common  Stock,  the  Warrants or the
Common Stock issued upon exercise thereof and the rights and obligations of such
Purchaser  hereunder  to any  Affiliate of such  Purchaser.  With respect to any
transfer under clause (a) of the immediately preceding sentence,  the applicable
transferee shall execute a counterpart to this Agreement prior to such transfer.
Subject to the foregoing,  this Agreement shall be binding upon and inure to the
benefit of the parties hereto and their respective  successors and assigns,  and
no other person shall have any right, benefit or obligation  hereunder.  For the
purpose of this  Section  9.06,  "Affiliate"  has the  meaning set forth in Rule
12b-2 of the regulations promulgated under the 1934 Act.

     9.07 Fees and Expenses.  Except as otherwise  specifically provided herein,
each  of the  parties  will  bear  its  own  expenses  in  connection  with  the
negotiation and consummation of the transactions contemplated by this Agreement.

     9.08  Publicity  and  Disclosure.  Except  as may be  required  by  federal
securities laws, no press release or public disclosure,  either written or oral,
of the  transactions  contemplated  by  this  Agreement,  shall  be  made by the
Purchaser or the Company without the prior approval of the other party.

     9.09  Counterparts.  This  Agreement  may  be  executed  simultaneously  in
multiple  counterparts,  each of which shall be deemed an  original,  but all of
which together shall constitute one and the same document.

     9.10  Amendments  and Waivers.  Except as otherwise  provided  herein,  any
provision in any of the  Agreements may be amended or waived only if the Company
shall obtain the written consent of the holders of a majority in interest of the
Units purchased from the Company pursuant to the Agreements.

     IN WITNESS  WHEREOF,  the parties  hereto have caused this  Agreement to be
executed as of the date set forth above.

The Company:                                        THERMOGENESIS CORP.

                                           By:      ____________________________
                                                    Philip H. Coelho,
                                                    Chief Executive Officer

Attest:

-------------------------
David C. Adams, Secretary
The Purchasers:                                    Name

                                          By:      ____________________________
                                                   Name:
                                                   Title:
                                                   Address:

                                                   Name

                                          By:      ____________________________
                                                   Name:
                                                   Title:
                                                   Address: