CONTRACT MANUFACTURING AGREEMENT

                        --------------------------------



      This Agreement, dated this 10th day of April 2001, for reference only, is

by and between Kensey Nash Corporation, a Delaware Corporation, located at 55

East Uwchlan Avenue, Exton, PA 19341 (hereinafter "Supplier"), and

Organogenesis Inc., a Delaware Corporation, located at 150 Dan Road, Canton, MA

 02021 (hereinafter "Buyer").



     WHEREAS, Supplier possesses technology, trade secrets, and patents related

to medical and or surgical apparatus, systems, procedures, devices and

components such as, but not limited to, biomaterial products for drug and

growth factor delivery, puncture closure devices, absorbable fixation devices,

vascular grafts, anastomosis and angiogenesis; and



     WHEREAS, Buyer possesses technology, trade secrets, and patents related to

medical and or surgical apparatus, systems, procedures, devices and components

such as, but not limited to, biomaterial products derived from mammalian

intestinal collagen that it has disclosed and transferred to Supplier; and



     WHEREAS, Buyer has paid and will continue to pay Supplier for the

development costs of processes and equipment necessary and desirable for the

scale-up of the manufacture and exclusive supply to Buyer of certain products;

and



     WHEREAS, Buyer and Supplier jointly, and both parties separately have and

will continue to conceive and reduce to practice valuable proprietary

intellectual property, whether or not patentable, used or useful in the

scale-up of the manufacture and supply of certain products by Supplier to Buyer

for which Buyer will have paid Supplier; and



     WHEREAS, Buyer desires to purchase its requirements of certain products

from Supplier; and



     WHEREAS, Supplier desires to sell certain products exclusively to Buyer

under the terms and conditions set forth herein;



     NOW, THEREFORE, in consideration of the foregoing premises and the mutual

covenants and agreements provided herein, the parties hereto, intending to be

legally bound hereby, agree as follows:



1.   PRODUCT: Supplier shall manufacture and sell Product exclusively to Buyer

     --------

     throughout the Term, where "Product" means any article containing a

     natural acellular biomaterial derived from mammalian intestinal collagen

     that is manufactured by Kensey Nash and is intended for any use as a

     healthcare product.  All Product shall meet the "Specifications" set forth

     in Schedule A, and the requirements of Schedule C ("Drawing"), which are

     attached hereto and made a part of this Agreement.  Such Specifications

     may be changed from time to time only as agreed to in writing by the



                                  Page 1 of 17



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* CONFIDENDIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND

EXCHANGE COMMISSION.  ASTERISKS DENOTE OMISSIONS.



                  CONTRACT MANUFACTURING AGREEMENT (continued)

                  --------------------------------



     parties, additionally, said changes being subject to the requirements of

     Articles 7 and 21 herein.



2.   DURATION:  The duration of this Agreement shall be from the Effective Date

     ---------

     and continue until January 1, 2005, unless otherwise agreed in writing by

     the parties (the "Term"); where "Effective Date" is the date of the last

     executing signature hereon, which signifies the start of the Agreement

     Term.  This Agreement shall be automatically renewed for successive one

     (1) year terms thereafter unless either party notifies the other party to

     the contrary not less than 180 days prior to the expiration of the then

     current term.



3.   FORECAST QUANTITIES:  Subject only to other provisions of this Agreement,

     --------------------

     Supplier shall sell exclusively to Buyer and Buyer shall purchase from

     Supplier one-hundred percent (100%) of Buyer's requirements for Product or

     substantially equivalent products.  Throughout the Term Buyer shall

     provide Supplier with a rolling four-quarter forecast of its estimate of

     its demand for Product within 30 days of the beginning of each calendar

     quarter for the next four quarters.  Buyer's forecast for the first such

     subsequent quarter of each such rolling forecast shall be binding on both

     Buyer and Supplier, following the second full quarter of any product's

     commercial introduction to the market.  Supplier shall advise Buyer within

     ten business days of receipt of each such forecast if the forecasted

     requirements are expected to exceed Supplier's ability to supply.  During

     the initial year of this Agreement, Buyer agrees to supply a forecast to

     Supplier covering the forecasted requirements for the balance of the

     current calendar year, such forecast to be supplied within thirty (30)

     days of the signing of this Agreement, or within thirty (30) days of the

     placement of the first Product order, whichever occurs later.



4.   INCREASED QUANTITIES:  During the Term, Supplier will supply in any given

     ---------------------

     year up to two-hundred percent (200%) of the expected annual purchase

     quantities indicated in Buyer's annual forecast without further Agreement.

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