Stock Purchase Agreement

Stock Purchase Agreement

by THERMOGENESIS Corp.
January 9th, 1998



                     STOCK PURCHASE AGREEMENT

     STOCK  PURCHASE AGREEMENT made as of December ___, 1997 by and between
THERMOGENESIS  CORP., a Delaware corporation ("Seller") and the undersigned
investor ("Buyer").

     WHEREAS,  Seller  is  offering  (the  "Offering")  $3,250,000  of  the
Seller's common  stock,  par value $.001 (individually "Common Stock") on a
best efforts basis at an estimated  purchase  price  equal  to  $2.50  (the
"Purchase  Price")  per  share,  to Buyer and other investors in accordance
with the terms and subject to the conditions of this Agreement;

     WHEREAS,  subject  to the terms  and  conditions  set  forth  in  this
Agreement, Buyer desires  to subscribe for and purchase, and Seller desires
to issue and sell to Buyer a certain number of shares of Common Stock;

     NOW, THEREFORE, in consideration  of  the  premises  and of the mutual
covenants,  agreements  and conditions hereinafter set forth,  the  parties
hereto hereby agree as follows:

SECTION 1.  PURCHASE AND SALE OF SECURITIES.

   1.1  PURCHASE  AND  SALE   OF   SECURITIES.    In   reliance   upon  the
representations  and  warranties  made herein and subject to the terms  and
conditions hereof, Buyer intending  to  be  legally  bound hereby agrees to
purchase from Seller and Seller agrees to issue and sell  to  Buyer  on the
Closing Date the number of shares of Common Stock set forth beneath Buyer's
name  on  the  signature  page,  at  the Purchase Price per share of Common
Stock.

     Seller proposes to enter into this  same  form  of  purchase agreement
with certain other investors (the "Other Buyers") and expects  to  complete
sales  of  the  shares  of  Common  Stock to them.  The Buyer and the Other
Buyers are hereinafter sometimes referred  to  as  the  "Buyers."  and this
Agreement  and  the agreements executed by the Other Buyers are hereinafter
sometimes referred  to as the "Agreements."  The shares of Common Stock are
hereinafter sometimes referred to as the "Securities."

   1.2 PURCHASE PRICE  AND PAYMENT FOR THE SECURITIES.  Simultaneously with
the execution and delivery  of  this  Agreement, the Buyer is delivering to
Gruntal & Co., L.L.C., the placement agent for the sale of shares of Common
Stock hereunder, an amount equal to the  number  of  shares of Common Stock
purchased  hereunder  times  the  Purchase  Price (the "Aggregate  Purchase
Price").  Payment of the Aggregate Purchase Price  to Gruntal & Co., L.L.C.
hereunder is being made by delivery of a certified or  bank cashier's check
drawn  payable  to  the  order  of the Company or by wire transfer  of  the
Aggregate  Purchase Price to Gruntal  &  Co.,  L.L.C.  or  by  other  means
satisfactory to Gruntal & Co., L.L.C.. Prior to the Closing Date, all funds
received from  Buyer  by  Gruntal  & Co., L.L.C. under Section 1.2 shall be

                                -1-


held by Gruntal & Co., L.L.C. as agent for the Buyer.  Buyer agrees that on
the  Closing  Date, assuming the conditions  specified  in  Section  7  are
satisfied or waived,  Gruntal  &  Co.,  L.L.C.  shall be authorized to make
payment to Seller of the Aggregate Purchase Price  delivered  to  Gruntal &
Co., L.L.C. hereunder.  In the event the closing does not occur on or prior
to the Closing Date, or in the event this subscription is rejected  or this
Offering  is  terminated,  Gruntal  & Co., L.L.C. shall return to Buyer all
funds  received from Buyer in respect  of  the  Aggregate  Purchase  Price.
Buyer understands  and agrees that Seller, in its sole discretion, reserves
the right to accept  or  reject any subscription for the purchase of shares
of Common Stock, in whole or in part, and to withdraw its offer to sell the
shares  of Common Stock at  any  time  prior  to  its  acceptance  of  such
subscription  to  purchase.  A subscription shall be deemed accepted by the
Seller when Seller  executes  and delivers to the undersigned a counterpart
of this Agreement.

   1.3 TIME AND PLACE CLOSING.   The Securities will be sold in one or more
closings at such place, date and time  as  may be fixed by mutual agreement
of Gruntal & Co., L.L.C., the placement agent  for  the  shares  of  Common
Stock,  and  Seller  (each  such  date  referred  to herein as the "Closing
Date"); provided, however, that the final Closing shall  be  no  later than
December 29, 1997.

   1.4 DELIVERY  OF  SHARES OF COMMON STOCK ON THE CLOSING DATE.  On  each
Closing  date,  Seller  shall   deliver,   (i)  against  payment  therefor,
certificates representing the shares of Common  Stock  purchased  by Buyer,
and  (ii) all other documents required to be delivered on the Closing  Date
pursuant to the Agreements.


SECTION 2.  REPRESENTATIONS AND WARRANTIES OF SELLER.

     Seller represents and warrants to Buyer as follows:

   2.1  CORPORATE  ORGANIZATION.   Seller  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 owned,  leased or operated by it or
the  nature  of the business conducted by it makes  such  qualification  or
licensing necessary,  except where its failure so to qualify to be licensed
would not have a material adverse effect on Seller.

   2.2 CAPITALIZATION.   The authorized capital stock of Seller consists of
50,000,000 shares of Common Stock, and 2,000,000 shares of preferred stock,
both par value $.001.  The  issued  and  outstanding shares of the Seller's
capital stock is accurately reflected in its annual report on Form 10-K for
the  year ended June 30, 1997, as of that date.   Except  as  described  in
Seller's  annual  report on Form 10-K for the year ended June 30, 1997, and
in the Private Placement  Memorandum,  there  are no outstanding contracts,
agreements, calls, options, warrants, rights, subscriptions, obligations or

                                  -2-


other commitments of Seller, 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  Seller  or
securities convertible, exercisable or exchangeable  into or for any of the
foregoing.   Seller  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.

   2.3  AUTHORIZATION:  VALIDITY.   Seller  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 Seller, 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
Seller  are  necessary  to  authorize  the  Agreements  or the transactions
contemplated  thereby.   The  Agreements constitute the valid  and  binding
obligations of Seller enforceable in accordance with their terms.

   2.4. NO VIOLATION.  Except for  any  required  filings  under  applicable
Federal  and  state  securities laws, which Seller undertakes to make,  the
execution, delivery and  performance  by  Seller  of the Agreements 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 Seller'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
Seller is subject or by which Seller 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 Seller.

   2.5 COMPLIANCE WITH LAW.  To the best of  its  knowledge,  Seller  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 Seller.  Seller 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").  Seller 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 Seller.

                               -3-


   2.6  MEMORANDUM  AND  SEC  FILINGS.  Seller previously has delivered  to
Buyer a copy of its Private Placement  Memorandum  dated  October  20, 1997
(the  "Memorandum").   The  Memorandum contains information concerning  the
Offering and a copy of Seller's  Annual  Report on Form 10-K for its fiscal
year ended June 30, 1997 and amendment to  such  report  Form 10-K/A-1 (the
"SEC  Report") filed by Seller with the Securities and Exchange  Commission
(the "SEC").   Since  January 1, 1995, Seller 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  consolidated  financial  statements  of  Seller
included in the SEC Report 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  Seller  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  Report  is or was accurate and
complete as of the date given.  Neither the Agreements,  the Memorandum nor
the SEC Report, 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.

   2.7 NASDAQ COMPLIANCE.  Seller 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.

   2.8 ABSENCE OF CERTAIN CHANGES OR EVENTS.  Except  as  disclosed  in the
SEC Report and on SCHEDULE 2.2 hereto, since June 30, 1997, Seller 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;

                                -4-


     (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  Seller 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.

   2.9 PRIVATE OFFERING.  Subject to the accuracy of the representations of
Buyer  in  Section 3 hereof and the similar representations  of  the  Other
Buyers in the  Agreements,  the  offer,  sale and issuance of the Shares of
Common  Stock  constitute  transactions  exempt   from   the   registration
requirements  of  Section  5 of the 1933 Act and neither Seller nor  anyone
acting on its behalf will take  any  action  hereafter that would cause the
loss of such exemption.

SECTION 3.  REPRESENTATIONS AND WARRANTIES OF BUYER.

     Buyer understands that the issuance and sale  of  the 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 Buyer 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  Seller on such exemptions is predicated in
part   on   the   Buyer's  representations,   warranties,   covenants   and
acknowledgments set forth in this Section 3.

     3.1 AUTHORIZATION.   If  Buyer  is  a  corporation,  it represents and
warrants  to  Seller  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 Shares of Common Stock 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;  that the execution and delivery of
this Agreement and the consummation of the transactions contemplated hereby
have been duly authorized by the Board of  Directors  of  such Buyer, which

                               -5-


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 such Buyer are necessary to
authorize this Agreement or the transactions contemplated hereby; and  that
the transactions contemplated hereby will not violate any of the provisions
of  such Buyer's Certificate of Incorporation or By-Laws.  Buyer represents
and warrants  to  the  Seller that this Agreement constitutes the valid and
binding  obligation of such  Buyer,  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.

     3.2  NO  VIOLATION.  Buyer represents and warrants to Seller that  the
execution, delivery  and  performance  by  it  of  this  Agreement  and the
consummation  by  it of the transactions contemplated hereby do not require
the consent, waiver, approval, license or authorization of or filing of any
notice or report with any person 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 any indenture, mortgage, lien,
lease,  agreement,  contract,  instrument,  order, judgment,  decree,  law,
ordinance or regulation to which any of its property is subject or by which
it 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 its properties, assets, business, agreements or contracts.

     3.3  PURCHASE  WITHOUT  VIEW  TO  DISTRIBUTE.   Buyer  represents  and
warrants to  Seller  that  the 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.

     3.4 RESTRICTIONS ON TRANSFER.

     (a)  Buyer  (i)  acknowledges that the Securities are  not  registered
under the 1933 Act and  that the Securities 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 ths
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 Buyer 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  Section 5
hereof,  Seller  is not obligated to register under the 1933 Act any  sale,
transfer or other  disposition  of the Securities, (v) is aware that Seller
shall not be required to register  the  transfer  of  the Securities on the
books of Seller unless Seller 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 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

                                -6-


otherwise  permitted  by  paragraph (b) of this Section 3.4) be stamped  or
otherwise imprinted with the following legend:

     "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."

     (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 sold or otherwise disposed of in  accordance  with  the
intended method of  disposition  by the seller or sellers thereof set forth
in  the  registration statement covering  such  Securities,  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 paragraph (a) of this Section 3.4 as to which such conditions shall have
terminated  shall  be  entitled  to  receive  from Seller, without  expense
(except  for  the  payment  of  any  applicable  transfer   tax)   and   as
expeditiously as possible, new stock certificates not bearing such legend.

     3.5  ACCESS  TO INFORMATION.  Each Buyer acknowledges that it has been
provided with a copy  of the Memorandum (including the SEC Reports) and has
carefully reviewed the  same.   Buyer  further acknowledges that Seller has
made  available  to it the opportunity to  ask  questions  of  and  receive
answers from Seller's  officers  and  directors  concerning  the  terms and
conditions of the Offering and the business and financial condition  of the
Seller,  and  to  acquire, and each Buyer has received to its satisfaction,
such information about  the  business and financial condition of Seller and
the terms and conditions of the offering as it has requested.

     3.6 NO OTHER REPRESENTATIONS.  No oral or written representations have
been made to Buyer in connection with  Buyer's acquisition of the Shares of
Common  Stock  which  were  in any way inconsistent  with  the  information
reviewed  by  Buyer.   Buyer  acknowledges   that   no  representations  or
warranties of any type or description have been made  to  it  by any person
with  regard to Seller, its business, propertipresentations and  warranties
set forth in Section 2 hereof.

     3.7  INDEPENDENT  DECISION.   Buyer is not relying on Seller or on any
legal or other opinion in the materials  reviewed  by Buyer with respect to
the financial or tax considerations of Buyer relating  to its investment in
the   Shares   of   Common   Stock.    Buyer  has  relied  solely  on   the
representations, warranties, covenants and  agreements  of  Seller  in this
Agreement  and  on  its examination and independent investigation in making
its decision to acquire the Shares of Common Stock.

                                 -7-


     3.8 ADDITIONAL REPRESENTATIONS OF BUYER.  Buyer represents that (i) it
is an "accredited investor" as such term is defined in Rule 501 promulgated
under the 1933 Act (a  copy of which is attached hereto as Exhibit B), (ii)
its financial situation  is  such  that  it can afford to bear the economic
risk of holding the Securities for an indefinite  period of time and suffer
complete loss of its investment in the Securities,  (iii)  it has the funds
necessary to purchase the Shares of Common Stock 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 Shares of Common Stock as contemplated by this Agreement.


SECTION 4. COVENANTS OF SELLER.

   4.1 CONSUMMATION OF AGREEMENTS.  Seller  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,  Seller  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  Buyer  of  the  Securities upon the
terms and conditions set forth in the Agreements.

   4.2 COMPLIANCE WITH REGULATION D.  Seller 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.   Seller  also
agrees  to  comply  with  the  filing requirements of state securities laws
applicable to the sale of the Shares of Common Stock hereunder.


SECTION 5. REGISTRATION.

   5.1 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.

     (a) For the purposes hereof, the  term  "Registrable Securities" means
the shares of Common Stock and any stock issued in respect of the shares of
Common Stock as a result of a stock split, stock dividend, recapitalization
or combination.

     (a) The terms "Holder" or "Holders" mean any person or persons to whom
Registrable  Securities were originally issued  or  qualifying  transferees
under Section 5.6 hereof who hold Registrable Securities.

                              -8-


   5.2 FILING  OF REGISTRATION STATEMENT.  Within 45 days after the Closing
Date, the Seller 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  Buyers  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.  Seller 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.

   5.3 EXPENSES OF REGISTRATION.  All expenses  incurred in connection with
any registration pursuant to this Section 5, including  without limitation,
all   registration,   filing   and  qualification  fees  (including   those
attributable to the Registrable  Securities),  printing  expenses, fees and
disbursements of counsel for Seller and expenses of any comfort  letters or
special  audits  of Seller's financial statements incidental to or required
by such registration  shall  be  borne  by  Seller  (excluding underwriting
discounts  and  selling commissions payable with respect  to  the  sale  of
Registrable Securities and fees of the Holders' counsel).

   5.4  REGISTRATION   PROCEDURES.   In  the  case  of  each  registration,
qualification or compliance effected by the Seller pursuant to this Section
5, Seller 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  Seller
reasonable 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 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;

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

                                 -9-


     (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 reasonable designate to enable it to consummate the disposition  of the
Registrable  Securities in such jurisdiction, except that Seller 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) 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  Buyer  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.

   5.5 FURTHER INFORMATION. If Registrable Securities owned by a Holder are
included in the Registration Statement, such Holder shall furnish to Seller
such information regarding itself as Seller may reasonable request  and  as
shall  be  required  in  connection with any registration, qualification or
compliance referred to in this Section 5.


SECTION 6. INDEMNIFICATION.

   6.1 INDEMNIFICATION OF  BUYER.   Seller  agrees  to  indemnify  and hold
harmless, to the extent permitted by law, Buyer against any and all losses,
claims,  damages, liabilities and expenses caused by (i) any breach of  the
representations,  warranties,  covenants and agreements of Seller 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 Section 5 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 Seller by Buyer expressly  for  use  in  such  registration
statement or prospectus.

   6.2 INDEMNIFICATION  OF  SELLER.   Buyer  agrees to furnish to Seller in
writing such information and affidavits as Seller  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, Seller, its
directors  and  officers  and  each person who controls Seller (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 Buyer contained in this Agreement;

                               -10-


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 Section 5
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 Buyer, and in no event will Buyer be obligated to indemnify
Seller, its directors,  officers  or  any  person who controls Seller in an
amount in excess of the proceeds to be derived  from the sale of Securities
in the offering giving rise to a claim for indemnification.

   6.3 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.

SECTION 7.  CONDITIONS PRECEDENT TO BUYER'S OBLIGATIONS.

   7.1  CONDITIONS.  The obligations of Buyer 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 Buyer:

     (a)    REPRESENTATIONS;   WARRANTIES;    COVENANTS.    Each   of   the
representations  and warranties of Seller contained  in  Section  2  hereof
shall be true and  correct  in  all material respects as though made at the
time of and as of the Closing Date;  Seller 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 Seller  shall
have  delivered  to  Buyer a Certificate of its President or Vice President
dated as of the Closing Date to the foregoing effect.

     (b)  OPINION OF COUNSEL.   At  each  Closing, Seller's General Counsel
shall have issued to Buyer an opinion of counsel  as  to this transaction's
compliance with or exemption from federal and applicable  state  securities
laws  and  as to such other matters as are customarily included in opinions
relating to  transactions  of  this kind in form reasonably satisfactory to
Buyer.

                              -11-


SECTION 8.  CONDITIONS PRECEDENT TO SELLER'S OBLIGATIONS.

   8.1  CONDITIONS.  The obligations of Seller 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 Seller:

     (a)     REPRESENTATIONS;   WARRANTIES;   COVENANTS.    Each   of   the
representations and warranties of Buyer contained in Section 3 hereof shall
be true and correct  in all material respects as though made at the time of
and  as of the Closing;  Buyer  shall,  at  or  before  the  Closing,  have
performed all of its obligations hereunder which by the terms hereof are to
be performed  on  or  before  the  Closing.  Unless Seller receives written
notification to the contrary at the  Closing,  Seller  shall be entitled to
assume the preceding is accurate at the Closing.

     (b)   MINIMUM  SALES  OF  SHARES OF COMMON STOCK.  Seller  shall  have
received  the Aggregate Purchase  Price for the shares of Common Stock sold
as of the Closing Date.

SECTION 9.  MISCELLANEOUS.

   9.1   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.

   9.2  BROKER OR FINDER.  Buyer 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 Buyer.

   9.3  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 Seller at 3146 Gold  Camp  Drive, Rancho
Cordova,  California  95670, Attn: Chief Executive Officer, and if  to  the
Buyer at the address set  forth  on  the  signature page hereto, or to such
other address of which either party may notify the other party.

   9.4   SURVIVAL   OF   REPRESENTATIONS,   WARRANTIES    AND   COVENANTS.
Notwithstanding any investigation made by any party to this  Agreement, all
representations, warranties, covenants and obligations made by  Seller  and
Buyer herein shall survive the execution of this Agreement and the sale and
delivery of the Shares of Common Stock.

   9.5  ENTIRE  AGREEMENT.   This  Agreement,  including  the exhibits and
schedules   referred   to   herein,   is   complete   and   all   promises,
representations,  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.

                                   -12-


   9.6  ASSIGNABILITY.  This Agreement may not be assigned by  either Buyer
or  Seller  without  the  prior  written consent of the other party.   This
Agreement shall be enforceable by  and shall inure to the benefit of and be
binding upon the parties hereto and their successors and no others.

   9.7  FEES AND EXPENSES.  Each of  the parties will bear its own expenses
in connection with the negotiation and  consummation  of  the  transactions
contemplated by this Agreement.

   9.8  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
Buyer hereto without the prior approval of Seller.

   9.9  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 Seller
shall obtain the written consent of the holders of a  majority  in interest
of  the  Shares  of  Common  Stock  purchased  from  Seller pursuant to the
Agreements.

                                    -13-


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

THERMOGENESIS CORP.



By:____________________________
   Philip H. Coelho, President & CEO







     _____________________________
     PRINT NAME OF BUYER


     _____________________________
     SIGNATURE OF BUYER

     _____________________________

     _____________________________
     [Principal Address of Buyer]

     _________________________
     [Tax Identification Number]


     Number of Shares of Common Stock
     to be Purchased:

     Price per share: $2.50

     Aggregate Purchase
     Price:




               ADDENDUM TO STOCK PURCHASE AGREEMENT

     STOCK  PURCHASE AGREEMENT made as of December 31, 1997 by and  between
THERMOGENESIS  CORP., a Delaware corporation ("Seller") and the undersigned
investor ("Buyer"),  is  amended  as  follows.   All  capitalized terms not
otherwise defined herein shall have the meaning ascribed  to  such  term in
the STOCK PURCHASE AGREEMENT.

1.  Section  1.1  of  the  STOCK  PURCHASE  AGREEMENT is amended to read as
    follows in its entirety:

       1.1.  PURCHASE  AND  SALE  OF  SECURITIES.   In  reliance  upon  the
     representations and warranties made  herein  and  subject to the terms
     and  conditions  hereof, Buyer  intending to be legally  bound  hereby
     agrees to purchase  from  Seller  and  Seller agrees to issue and sell
     Buyer on the Closing Date the number of  shares  equal  to ten percent
     (10%) of the number of Shares of Common Stock purchased by  such Buyer
     in  the  Offering  (collectively  referred  to  herein  as the "Common
     Stock") set forth beneath Buyer's name on the signature page,  at  the
     Purchase Price per share of Common Stock.  The three year warrant will
     be exercisable at $3.00 per share, but may not be exercised until such
     time  as  the  shares  of  Common  Stock  underlying  the  warrant are
     registered  with  the SEC, as provided in Section 5.2. A copy  of  the
     Form of warrant is  attached  as  Exhibit  A  to  the  STOCK  PURCHASE
     AGREEMENT.

     Seller  proposes  to  enter  into this same form of purchase agreement
    with  certain  other  investors  (the"Other  Buyers")  and  expects  to
    complete sales of the shares of Common  Stock  to  them.  The Buyer and
    the Other Buyers are hereinafter sometimes referred to as the "Buyers."
    and this Agreement and the agreements executed by the  Other Buyers are
    hereinafter sometimes referred to as the "Agreements."   The  shares of
    Common  Stock,  the  three  year warrant and the shares of Common Stock
    underlying the warrant are hereinafter  sometimes  referred  to  as the
    "Securities."

     To  the  extent  consistent with the Seller's obligation to deliver  a
    three year warrant,  as  described  in this Section 1.1., the remaining
    terms and provisions of the STOCK PURCHASE  AGREEMENT are also amended,
    as appropriate, to include the warrant and the  shares  of common stock
    underlying the warrant as part of the definition of "Common Stock".


2 .  Section  1.3  of  the STOCK PURCHASE AGREEMENT is amended to  read  as
    follows in
its entirety.

     1.3. TIME AND PLACE  CLOSING.   The  Securities will be sold in one or
    more closings at such place, date and time  as  may  be fixed by mutual
    agreement of Gruntal & Co., L.L.C., the placement agent  for the shares
    of Common Stock, and Seller (each such date referred to herein  as  the
    "Closing  Date"); provided, however, that the final Closing shall be no
    later than December 31, 1997.

3.   Section 5.2  of  the  STOCK  PURCHASE  AGREEMENT is amended to read as
follows in its entirety:

     5.2.  FILING OF REGISTRATION STATEMENT.   Within  45  days  after  the
     Closing  Date,  the  Seller  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 Buyers
     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.   Seller  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 Seller does not cause  the
     Registration Statement  to  be  filed  with  the SEC within the 45 day
     period provided, then Seller shall cause to be  issued to each Buyer a
     five  year  warrant  representing the right to acquire  an  additional
     amount of Common Stock  equal  to  five  percent (5%) of the number of
     shares of Common Stock purchased by such Buyer 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.

4.   All  other  terms,  covenants, representations and warranties  in  the
STOCK PURCHASE AGREEMENT shall remain in full force and effect, and are not
changed by this Addendum.