This "Agency" Agreement is made as of March 29, 1999, by and between Biopure Corporation, a Delaware corporation (the "Company") and the Agent named on the signature page hereof (the "Agent").

WHEREAS, the Company is preparing to manufacture and sell Oxyglobin (R) brand veterinary products ("Products") enumerated on the Company's veterinary products agency price list (Exhibit A) (as such list may be changed by the Company from time to time, the "Price List"); and

WHEREAS, the Agent and the Company wish to enter into an arrangement wherein the Agent would promote, sell, and collect payment for, such Products for the Company as a representative ("Agent") of the Company within the United States of America to duly licensed veterinarians (the "Customers") on the terms provided herein;

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

1. APPOINTMENT AND ACCEPTANCE.

1.1 Appointment. Subject to the terms and conditions of this Agreement, the Company hereby appoints the Agent, and the Agent hereby accepts appointment, as an authorized distributor agent within the Territory, (Territory as outlined in section 1.2), for the promotion, sale and collection of payment for, the Products to Customers. The Company has appointed a limited number of Agents; however, the Company retains the right to itself, and/or appoint others to, promote, sell, and collect payment for, and distribute, the Products to Customers in the Territory.

1.2 Territory. The Territory is defined as that geographical area in which said Agent is represented by a full-time field sales representative, and of which assigned Distributor agrees to be responsible for mutually agreed upon quarterly and annual sales objectives as described in the "Business Plan". Compensation by the Company to the Agent will be limited to the area stated as follows:

The 48 Continental United States (including DC) plus Alaska No compensation will be earned by the Agent for sales generated from customers in geographical areas not indicated in this section 1.2.

1.3 Business Plan. The Company and the Agent will jointly develop a written business plan for the promotion, distribution and sale of the Products to Customers in the Territory for each year (Nov 1- Oct 31) during the term of this Agreement (a "Contract Year") and, on a nonbinding preliminary basis, for the next succeeding Contract Year (a "Business Plan"). Each Business Plan will include, among other things, sales and marketing strategies, advertising and promotion plans, financial projections (including projected sales, expenses and other customary items) and Agent performance criteria (including, but not limited to, market penetration, sales promotion execution, Product availability/accessibility and trade support). In the event of any conflict between this Agreement and a Business Plan, this Agreement will govern. The Business Plan relating to Contract Year ending Oct 31, 1999 will be agreed upon at least thirty (30) days after the Agent Launch Date (as defined below) or at a mutually agreed upon date and location. The Business Plan relating to all Contract Years thereafter will be agreed upon not less than sixty (60) days (or at a mutually agreed upon date and location) prior to the start of the Contract Year to which it relates. The Company and the Agent will negotiate the terms and conditions of each Business Plan in good faith, using their respective best efforts to agree upon such terms and conditions. The parties will review each then-current Business Plan quarterly and update such Business Plan from time to time as may be mutually agreed upon in writing. For purposes of this Agreement, "Agent Launch Date" means the date specified by the Company to the Agent in writing upon which the Agent is to begin promotion, sale, and collection of payment for, the Products to Customers in the Territory (which date is currently anticipated to be March 29, 1999).

1.4 Agent Obligations. Except as otherwise expressly provided in the Business Plan, the Agent will at its sole expense:

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