BIOPURE CORPORATION
             INCENTIVE COMPENSATION AND COMPANY STOCK PURCHASE PLAN

BUSINESS PURPOSE OF PLAN

-      The Company hopes to experience significant growth during the next
       several years. In order to execute the business plan during this time
       period, it will be necessary to retain and attract top caliber personnel.
       The Company believes it is in the Company's best long-term interests that
       its management hold the Company's common stock. This Plan will enable the
       Company to provide management with an opportunity to acquire or increase
       stock ownership in the Company.

ELEMENTS OF PLAN

-      The Company will award bonus payments or a deferred bonus arrangement to
       certain key employees, consultants, and directors for their contributions
       and efforts to the Company.

-      The Company will withhold payroll taxes from these bonus payments.

-      These employees, consultants, and directors have been and continue to be
       very critical to the success of the Company.

-      The Company would like these key critical employees, consultants, and
       directors to become stockholders and/or increase their ownership position
       in the Company. This ownership position will give these individuals the
       "owners' edge."

-      These key individuals may exercise their options and/or have the right,
       but not the obligation, to purchase shares of Biopure "non-lapse"
       restricted Common Stock.

-      The key employees, consultants, or directors listed in Exhibit I will be
       given the choice of either (1) retaining their current options or (2)
       having their current options terminated and purchasing shares of Biopure
       Common Stock.

-      The valuation for the stock will be set at $.90 per share due to the
       "non-lapse" restriction outlined below.

-      The recipient should elect Section 83(b) treatment for the tax
       consequences of the stock purchase and incur the full impact of the tax
       liability in the year of purchase.

-      Certain of these shares of stock purchased will be subject to a
       repurchase provision during the first four years after purchase. Shares
       subject to repurchase by the Company in the event of termination of an
       employee's employment with the Company (or of a consultant's or
       director's relationship with the Company) will be at the $.90 purchase
       price plus an interest factor equivalent to the prime rate per year.

-      In addition, a "non-lapse" restriction will be placed on the total number
       of shares of stock for the life of the stock. The Company would have a
       first right of refusal to repurchase the stock at a price equal to the
       then fair market value of the stock minus the difference between the
       market value of the stock at the time of original issue ($3.60 per share)
       and the price paid by the employee,


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       consultant, or director ($.90 per share). The discount amount will
       escalate by the prime rate per annum. This repurchase right could also
       triggered by a merger, consolidation, sale of assets or liquidation of
       the Company.

-      The Company will enter into loan agreements with employees, consultants
       or directors equivalent to 50% of the tax payment/liability incurred by
       the employees, consultants or directors so that they will be able to make
       the stock purchase. The Company, if possible, will aid employees,
       consultants or directors in obtaining and co-signing bank loans
       equivalent to the remaining 50% of the tax payment/liability.



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Source: OneCLE Business Contracts.