GROUND LEASE AGREEMENT

This Ground Lease Agreement (this "Lease" or "Agreement") is made and entered into as of the date set forth on the signature page of this Lease by and between MOYER PACKING COMPANY ("Lessor"), and BIOPURE CORPORATION ("Lessee").

WHEREAS, Lessor and Lessee have determined to enter into this Lease whereby Lessor will lease a tract of approximately five (5) acres of land to Lessee, and Lessee will develop, construct and operate a Separation Facility on such land as set forth herein;

NOW, THEREFORE, in consideration of the mutual covenants, conditions and agreements which follow, the parties hereby agree as follows:

ARTICLE ONE
LEASE OF PROPERTY- TERMS OF LEASE

Section 1.01. LEASE OF PREMISES. Lessor does hereby let, demise, and rent exclusively unto Lessee, and Lessee does hereby rent and lease from Lessor, the real property (the "Land") more particularly described on EXHIBIT "A" attached hereto, together with the right to use on a non-exclusive basis, in accordance with the terms and conditions hereof), the System (as defined in that certain Agreement (the "Blood Supply Agreement") dated as of the date hereof between Lessor and Lessee) which services the Land, and the right of access to and use of the streets and roads now or hereafter adjoining the Land. Lessee, by execution of this Lease, accepts the leasehold estate herein demised subject only to the matters described on EXHIBIT "B" attached hereto.

Section 1.02. HABENDUM. LESSEE SHALL HAVE AND HOLD the Premises, together with all and singular the rights, privileges, and appurtenances thereto attaching or otherwise belonging, exclusively unto Lessee, its successors and assigns, for the term set forth in Section 1.03, subject to the covenants, agreements, terms, provisions, and limitations set forth in Section 1.01 above and otherwise as set forth in this Lease.