ASSIGNMENT AND ASSUMPTION OF DEED OF EASEMENT

THIS ASSIGNMENT AND ASSUMPTION OF DEED OF EASEMENT (this "Assignment Agreement") is made as of this 12TH day of JUNE, 2001, by and between MOYERPACKING COMPANY, P. O. Box 395, Souderton, Franconia Township, Montgomery County, Pennsylvania 18964 ("Assignor") and BIOPURE CORPORATION, a Delaware corporation with a principal place of business at 11 Hurley Street, Cambridge, Massachusetts 02141 ("Assignee").

WITNESSETH:

WHEREAS, Assignor and Assignee are parties to that certain Agreement dated October 21, 1994, as amended pursuant to that certain Amendment to Agreement dated November 1, 1999, and that certain Second Amendment to Agreement of even date herewith (collectively, the "Supply Agreement");

WHEREAS, pursuant to the Supply Agreement, Assignee constructed a Separation Facility on the Land;

WHEREAS, pursuant to the Supply Agreement, Assignee disposes of certain waste from the Separation Facility into the System via a private sanitary sewer line ("Private Sewer Line");

WHEREAS, a portion of the Private Sewer Line is located on the lands of Nelson S. Souder, pursuant to that certain Deed of Easement by and between Assignor and Nelson S. Souder, dated December 21, 1994 ("Deed of Easement"), a copy of which is attached hereto as EXHIBIT "A" and made a part hereof;

WHEREAS, pursuant to the Supply Agreement, Assignee granted to Assignor a stock option (the "Option") to purchase 80,000 shares of the Common Stock of Assignor. The consideration to be paid by Assignor for the Option shares is good and marketable title to the Assets, which Assets include, among other things, the Waste Disposal Rights; and

WHEREAS, Assignor has exercised the Option, and desires to assign to Assignee, all of Assignor's right, title and interest in and to the Deed of Easement, upon the terms and conditions set forth herein.

NOW, THEREFORE, for and in consideration of the sum of One Thousand Dollars ($1,000.00), and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereby agree as follows:

1. CONSTRUCTION. Capitalized terms used herein and not otherwise defined herein, shall have the meaning ascribed to such terms in the Supply Agreement. The recitals set forth at the beginning of this Assignment Agreement shall be deemed to be an integral part of this Assignment Agreement, and are hereby incorporated in this Assignment Agreement.

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