THERMOGENESIS CORP
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>3
<FILENAME>exhibit101.txt
<TEXT>
                                                                    Exhibit 10.1

                               THERMOGENESIS CORP.

                              EMPLOYMENT AGREEMENT
                                       for
                                  Kevin Simpson


     THERMOGENESIS CORP.  ("Employer") and Kevin Simpson ("Employee"),  agree as
follows:

1. Employment.  Employer  employs Employee and Employee accepts  employment with
Employer  on the terms and  conditions  set forth in this  Employment  Agreement
("Agreement").

2. Position; Scope of Employment.  Employee shall have the position of President
and Chief  Operating  Officer  for  Employer,  and  shall  have the  duties  and
authority set forth below, and as detailed on the position  description attached
as Exhibit "A",  which duties and authority may be modified from time to time by
Employer.  As  President  and Chief  Operating  Officer,  Employee  shall report
directly to Employer's Chief Executive Officer.

     2.1. Entire Time and Effort.  Employee shall devote Employee's full working
time, attention,  abilities,  skill, labor and efforts to the performance of his
employment.  Employee shall not, directly or indirectly, alone or as a member of
a  partnership  or  other  organizational  entity,  or  as  an  officer  of  any
corporation  (other than any which are owned by or affiliated with Employer) (i)
be  substantially  engaged in or concerned with any other  commercial  duties or
pursuits,  (ii) engage in any other  business  activity that will interfere with
the performance of Employee's duties under this Agreement, except with the prior
written  consent of Employer,  or (iii) join the board of directors of any other
corporation; provided, however, that Employee may join the board of directors of
no more than two unaffiliated  corporations so long as such corporations are not
competitive  to  the  current  or  future   operations  of  Employer  and  those
corporations  offer some  synergistic  prospects or other support for Employer's
goals.

     2.2.  Rules and  Regulations.  Employee  agrees to observe  and comply with
Employer's  rules and  regulations as provided by Employer and as may be amended
from time to time by  Employer  and will carry out and perform  faithfully  such
orders, directions and policies of Employer. To the extent any provision of this
Agreement is contrary to an Employer rule or regulation,  as such may be amended
from time to time, the terms of this Agreement shall control.



<PAGE>


     2.3. Limitations Upon Authority to Bind Employer. Employee shall not engage
in any of the following actions on behalf of Employer without the prior approval
of Employer:  (i) borrow or obtain credit in any amount or execute any guaranty,
except for items  purchased  from vendors in the ordinary  course of  Employer's
operations;  (ii) expend funds for capital  equipment in excess of  expenditures
expressly budgeted by Employer, if applicable, or in the event not budgeted, not
to exceed the amounts set forth in  subparagraph  (iii);  (iii) sell or transfer
capital assets exceeding One Hundred thousand Dollars ($100,000) in market value
in any single  transaction  or  exceeding  Two Hundred  Fifty  Thousand  Dollars
($250,000) in the aggregate  during any one fiscal year;  (iv) execute any lease
for real or personal property; or (v) exercise any authority or control over the
management  of any  employee  welfare  or pension  benefit  plan  maintained  by
Employer or over the disposition of the assets of any such plan.

3.  Term.  The term of this  Agreement  shall be for a period  of five (5) years
which shall commence on January 15, 2003 and end on January 14, 2008 (subject to
adjustment to an earlier start date and termination  date by mutual  agreement);
unless terminated earlier as provided below in section 5.

4.  Compensation.  Employer shall pay to or provide  compensation to Employee as
set forth in this  section 4. All  compensation  of every  description  shall be
subject to the customary  withholding tax and other employment taxes as required
with respect to compensation paid to an employee.

     4.1. Base Salary.  Employer shall pay Employee a base salary of Two Hundred
Seventeen Thousand Two-hundred Dollars ($217,200) per year commencing on January
1, 2003 ("Base  Salary").  Employee's Base Salary shall be payable in accordance
with  Employer's  regular pay schedule,  but not less  frequently than twice per
month.

     4.2.  Annual  Review.   On  the  date  of  Employer's   annual  meeting  of
stockholders  and on each subsequent  annual meeting of stockholders  during the
term of this  Agreement,  or at such other time as Employer may establish in its
discretion,  Employer shall review the previous  year's  performance of Employee
for the  purpose of making  reasonable  increases  to  Employee's  Base  Salary;
provided that Employer shall not be required to increase Employee's Base Salary,
but may do so at its discretion.

     4.3.  Cash/Stock  Bonuses.  In addition to the Base Salary  provided for in
sections  4.1 and 4.2,  Employee is eligible  to receive  discretionary  bonuses
based  on  Employer   performance   and  Employee's   attainment  of  objectives
periodically  established by Employer. Such discretionary bonuses may be paid in
cash,  through  issuance of stock or grant of stock options,  or any combination
thereof,  subject to Board  discretion.  Annual  bonuses  that may be awarded to
Employee shall not exceed  thirty-five  percent (35%) of Employee's  Base Salary
then in effect in any given year.

     4.4.  Stock  Option  Grants.  In addition to Base  Salary  provided  for in
sections 4.1 and 4.2,  Employee is eligible to receive,  in addition to any cash
bonus  provided  for in  section  4.3,  an  award  of  stock  options  as may be
determined from time to time by Employer's Compensation Committee which consists
of disinterested  directors who administer  Employer's Amended 1994 Stock Option
Plan and Amended 1998 Employee  Equity  Incentive Plan. At the inception of this
Agreement,  and  subject  to Plan  requirements,  Employee  shall be  granted an
initial option to acquire  300,000 shares of the Company's  common stock,  which
option shall be fully vested at the time of grant. Incident to the provisions of
Section 4.3.,  Employer's  Compensation  Committee  will  establish an incentive
program whereby Employee may earn and be granted  additional  options,  up to an
additional  300,000  options in year 2, up to an additional  200,000  options in
each of year 3 and year 4 of this  contract,  and  thereafter on a sliding scale
based on achieving a percentage of objectives in the prior three years.



<PAGE>


     4.5.  Vacation and Sick Leave.  Employee  shall be entitled to accrue up to
four (4) weeks vacation annually;  provided, however, that vacation time may not
accrue  beyond two weeks of  accrued  and unused  time.  Vacation  pay shall not
accrue  beyond two (2) weeks at any given  time.  Employee  shall be entitled to
sick leave in accordance with Employer's sick leave policy, as amended from time
to time. At the end of each anniversary of this Agreement,  subject to the limit
on two weeks accrued and unused  vacation,  all such unused and accrued vacation
time shall be paid in cash.

     4.6. Other Fringe Benefits. Employee shall participate in all of Employer's
fringe benefit  programs in  substantially  the same manner and to substantially
the same extent as other  similar  employees of Employer,  excluding  only those
benefits expressly modified by the terms hereof.

     4.7.  Expenses.  Employee shall be reimbursed  for his reasonable  business
expenses; subject to the presentation of evidence of such expenses in accordance
with established policies adopted by Employer from time to time.

     4.8.  Compensation  From Other  Sources.  Any proceeds that Employee  shall
receive by virtue of qualifying for disability  insurance,  disability benefits,
or health or accident insurance shall belong to Employee.  Employee shall not be
paid Base Salary in any period in which he receives  benefits as determined  and
paid under Employer's  long-term  disability  policy.  Benefits paid to Employee
under Employer's  short-term disability policy shall reduce, by the same amount,
Base Salary payable to Employee for such period.

     4.9. Initial Signing Bonus. Employee shall be paid an initial signing bonus
of $35,000,  which shall be paid on the first full payroll following  Employee's
commencement of services under this Agreement.

     4.10. Moving Expenses.  Employer shall reimburse Employee for actual moving
expenses,  as incurred,  up to an aggregate  amount of $10,000.  Employee  shall
submit invoices and required reports for  reimbursement.  In addition,  Employer
shall  reimburse  Employee  $7,500 for actual  travel  costs  incurred  that are
associated  with  relocation and  commencement  of work during the first year of
this Agreement.

5. Early  Termination.  Employee's  employment  with  Employer may be terminated
prior to the expiration of the term of this Agreement, upon any of the following
events:  (i) the mutual agreement of Employer and Employee in writing;  (ii) the
disability of Employee,  which shall,  for the purposes of this Agreement,  mean
Employee's inability, for a period exceeding three (3) months as determined by a
qualified physician,  and which qualifies Employee for benefits under Employer's
long-term  disability policy, to perform in the usual manner the material duties
usually and customarily  pertaining to Employee's  long-term  employment;  (iii)
Employee's  death;  (iv)  notice of  termination  by  Employer  for  cause;  (v)
Employer's cessation of business; (vi) written notice of termination by Employer
without cause upon fourteen (14) days'  notice,  subject to the  provisions  for
compensation  upon early  termination in section 5.3(b);  (vii) debarment by any
federal  agency  that  would  limit or  prohibit  Employee  from  serving in his
capacity for Employer under this  Agreement,  or (viii) upon a Change in Control
(as  defined  below) of  Employer  (as  defined  in and under the  circumstances
described in section 5.4).
<PAGE>

     5.1.  Definition  of Cause.  For  purposes  of this  Agreement,  any of the
following shall  constitute  cause: (i) willful or habitual breach of Employee's
duties;  (ii) fraud or  intentional  material  misrepresentation  by Employee to
Employer or any others; (iii) theft or conversion by Employee; (iv) unauthorized
disclosure  or  other  use  of  Employer's  trade  secrets,  customer  lists  or
confidential  information;  (v) habitual misuse of alcohol or any  nonprescribed
drug or  intoxicant;  (vi)  debarment by any federal  agency that would limit or
prohibit  Employee  from  serving  in  his  capacity  for  Employer  under  this
Agreement,  or (vii) willful  violation of any other standards of conduct as set
forth in Employer's employee manual.

     5.2. Damages. If Employer terminates Employee for cause,  Employer shall be
entitled to damages and all other  remedies to which  Employer may  otherwise be
entitled.

     5.3. Compensation Upon Early Termination.


     (a)  If Employee resigns during the term of this Agreement (without  mutual
          consent of Employer), or if this Agreement is  terminated  by Employer
          for cause, Employee shall be entitled  to  all accrued but unpaid Base
          Salary and vacation pay accrued  through  the  date of delivery of the
          notice of termination, and  all  non-vested  options  shall  be deemed
          canceled as of that date.

     (b)  If Employee is terminated without cause, as defined in  subsection (i)
          through (vii) of section 5 above, Employer  shall  pay  to Employee as
          liquidated damages and in  lieu of any  and  all  other  claims  which
          Employee may have against Employer the  greater  of (i) six (6) months
          of Employee's salary  excluding  any  amounts for benefits; or (ii) an
          amount equal to  the  then current per month Base Salary in accordance
          with the following schedule:

         (i)  If terminated  within  the  first full year of this  Agreement, an
              amount equal to two (2) years Base  salary,  payable twice monthly
              in accordance with the Company's payroll dates; or

         (ii) If terminated  in  the  second or third year of this Agreement, an
              amount  equal  to  one  (1)  year  Base  salary, pay payable twice
              monthly in accordance with the Company's payroll dates.

Employer's  payment  pursuant to this  subparagraph  shall fully and  completely
discharge  any and all  obligations  of Employer  to Employee  arising out of or
related to this Agreement and shall constitute liquidated damages in lieu of any
and all claims  which  Employee  may have against  Employer  not  including  any
obligation under the workers'  compensation laws including  Employer's liability
provisions.

         Initials:         Employee  _________       Employer   _________

     (c)  If Employee's employment is terminated as a result of  death or  total
          disability,  Employee  shall  be  entitled to accrued but  unpaid Base
          Salary  to  date  of  termination.  The date  of  termination shall be
          deemed  the  date  of  death or, in the event  of disability, the date
          Employee qualified  for  total  disability  payments  under Employer's
          long-term disability plan.
<PAGE>

     (d)  If  Employee's  employment  is  terminated  as a result of a Change in
          Control of Employer, Employee  shall be entitled to a lump-sum payment
          equal to three times Employee's Base Salary at the time.  A "Change in
          Control"  shall  mean  an event involving one transaction or a related
          series  of  transactions  in  which  one of the following occurs:  (i)
          Employer issues securities equal to  33%  or more of Employer's issued
          and outstanding voting securities,  determined as a single  class,  to
          any individual, firm, partnership or other entity, including a "group"
          within the  meaning of section 13(d)(3) of the Securities Exchange Act
          of 1934; (ii) Employer issues  securities  equal to 33% or more of the
          issued and outstanding common stock of Employer in  connection  with a
          merger, consolidation or other business combination; (iii) Employer is
          acquired  in  a  merger  or  other business combination transaction in
          which  Employer  is  not   the  surviving  company;  or  (iv)  all  or
          substantially all of Employer's assets are sold or transferred.

     (e)  Except as expressly provided in paragraph (d) above, all  compensation
          described in this section 5.3 shall be due and payable in installments
          at least twice monthly or at the time  of  the  delivery  of notice of
          termination, at Employer's sole discretion and election.

6. Confidential Information of Customers of Employer. Employee during the course
of his duties will be handling financial, accounting, statistical, marketing and
personnel  information  of  customers  of  Employer.  All  such  information  is
confidential  and shall not be  disclosed,  directly or  indirectly,  or used by
Employee in any way,  either  during the term of this  Agreement  or at any time
thereafter  except as  required  in the  course of  Employee's  employment  with
Employer.

7. Unfair  Competition.  During the term of this Agreement,  Employee shall not,
directly or indirectly,  whether as a partner, employee, creditor,  stockholder,
or otherwise,  promote, participate, or engage in any activity or other business
which is  competitive  in any way with  Employer's  business.  The obligation of
Employee not to compete with Employer shall not prohibit Employee from owning or
purchasing any corporate  securities  that are regularly  traded on a recognized
stock  exchange  or on  over-the-counter  market.  In order to protect the trade
secrets  of  Employer,  after  the term,  or upon  earlier  termination  of this
Agreement,  Employee shall not,  directly or indirectly,  either as an employee,
employer,  consultants,   agent,  principal,  partner,  stockholder,   corporate
officer, director, or any other individual or representative capacity, engage or
participate in any business that is in direct  competition  with the business of
Employer  for a period of one (1) year from the date of the  expiration  of this
Agreement in the areas related to blood processing equipment or procedures.

8. Trade Secrets.  Employee shall not disclose to any others, or take or use for
Employee's  own  purposes or  purposes  of any  others,  during the term of this
Agreement or at any time thereafter,  any of Employer's trade secrets, including
without limitation,  confidential information, customer lists, computer programs
or computer software of Employer.  Employee agrees that these restrictions shall
also  apply to (i)  trade  secrets  belonging  to third  parties  in  Employer's
possession and (ii) trade secrets conceived, originated, discovered or developed
by Employee during the term of this Agreement. Information of Employer shall not
be  considered  a trade  secret if it is lawfully  known  outside of Employer by
anyone who does not have a duty to keep such information confidential.
<PAGE>

     8.1  Inventions;   Ownership  Rights.   Employee  agrees  that  all  ideas,
techniques,  inventions, systems, formulas, discoveries,  technical information,
programs,   prototypes  and  similar  developments  ("Developments")  developed,
created,  discovered,  made, written or obtained by Employee in the course of or
as a result, directly or indirectly, of performance of his duties hereunder, and
all related industrial  property,  copyrights,  patent rights, trade secrets and
other forms of protection thereof, shall be and remain the property of Employer.
Employee  agrees  to  execute  or  cause to be  executed  such  assignments  and
applications, registrations and other documents and to take such other action as
may be  requested  by Employer  to enable  Employer to protect its rights to any
such Developments. If Employer requires Employee's assistance under this section
8.1 after  termination of this Agreement,  Employee shall be compensated for his
time actually spent in providing such assistance at an hourly rate equivalent to
the prevailing rate for such services and as agreed upon by the parties.

9. Arbitration.  Any disputes regarding the rights or obligations of the parties
under this Agreement  shall be conclusively  determined by binding  arbitration.
Any  controversy  or claim arising out of or relating to this  contract,  or the
breach  thereof,  shall  be  settled  by  arbitration  in  accordance  with  the
Commercial  Arbitration  Rules  of the  American  Arbitration  Association,  and
judgment  upon the award  rendered  by the  arbitrator(s)  may be entered in any
court having jurisdiction thereof.

10.  Actions  Contrary to Law.  Nothing  contained  in this  Agreement  shall be
construed  to require the  commission  of any act  contrary to law, and whenever
there is any conflict  between any provision of this  Agreement and any statute,
law, ordinance, or regulation, contrary to which the parties have no legal right
to contract, then the latter shall prevail; but in such event, the provisions of
this  Agreement so affected  shall be  curtailed  and limited only to the extent
necessary to bring it within legal requirements.

11.  Miscellaneous.
     -------------

     11.1.  Notices.  All notices and demands of every kind shall be  personally
delivered or sent by first class mail to the parties at the addresses  appearing
below or at such other  addresses  as either  party may  designate  in  writing,
delivered or mailed in  accordance  with the terms of this  Agreement.  Any such
notice or demand shall be effective  immediately upon personal delivery or three
(3) days after deposit in the United States mail, as the case may be.

                EMPLOYER:     THERMOGENESIS CORP.
                              3146 Gold Camp Drive
                              Rancho Cordova, California 95670

                EMPLOYEE:     Kevin Simpson

<PAGE>

     11.2. Attorneys' Fees; Prejudgment Interest. If the services of an attorney
are required by any party to secure the performance hereof or otherwise upon the
breach or default of another party to this Agreement,  or if any judicial remedy
or  arbitration  is  necessary  to enforce or  interpret  any  provision of this
Agreement  or the  rights  and duties of any  person in  relation  thereto,  the
prevailing  party shall be entitled to  reasonable  attorneys'  fees,  costs and
other  expenses,  in  addition  to any other  relief to which  such party may be
entitled.  Any award of damages  following  judicial  remedy or arbitration as a
result of the breach of this Agreement or any of its provisions shall include an
award of prejudgment  interest from the date of the breach at the maximum amount
of interest allowed by law.

     11.3. Choice of Law,  Jurisdiction,  Venue. This Agreement is drafted to be
effective in the State of California,  and shall be construed in accordance with
California  law.  The  exclusive  jurisdiction  and venue of any legal action by
either party under this Agreement shall be the County of Sacramento, California.

     11.4.  Amendment,  Waiver.  No  amendment or variation of the terms of this
Agreement  shall be valid  unless  made in writing  and signed by  Employee  and
Employer.  A waiver  of any term or  condition  of this  Agreement  shall not be
construed  as a general  waiver by  Employer.  Failure  of  either  Employer  or
Employee to enforce any  provision or  provisions  of this  Agreement  shall not
waive  any  enforcement  of any  continuing  breach  of the  same  provision  or
provisions or any breach of any provision or provisions of this Agreement.

     11.5.  Assignment;  Succession.  It is hereby agreed that Employee's rights
and  obligations  under this  Agreement  are personal and not  assignable.  This
Agreement contains the entire agreement and understanding between the parties to
it and shall be  binding  on and inure to the  benefit  of the  heirs,  personal
representatives, successors and assigns of the parties hereto.

     11.6.  Independent  Covenants.  All  provisions  herein  concerning  unfair
competition and confidentiality  shall be deemed independent covenants and shall
be enforceable  without  regard to any breach by Employer  unless such breach by
Employer is willful and egregious.

     11.7.  Entire  Agreement.  This document  constitutes the entire  agreement
between the parties, all oral agreements being merged herein, and supersedes all
prior representations.  There are no representations,  agreements, arrangements,
or understandings, oral or written, between or among the parties relating to the
subject matter of this Agreement that are not fully expressed herein.

     11.8.  Severability.  If any provision of this Agreement is held by a court
of competent  jurisdiction to be invalid or unenforceable,  the remainder of the
Agreement which can be given effect without the invalid provision shall continue
in full force and effect and shall in no way be impaired or invalidated.

     11.9.  Captions.  All captions of sections and paragraphs in this Agreement
are for reference only and shall not be considered in construing this Agreement.


<PAGE>


                              EMPLOYER:

                              THERMOGENESIS CORP.



                               By:
                                  ---------------------------------------------
                                  Philip H. Coelho,
                                  Chairman & Chief Executive Officer



                               By:
                                  ---------------------------------------------
                                  David Howell, Chairman Compensation Committee)



                               EMPLOYEE:

                               By:
                                  ----------------------------------------------
                                  Kevin Simpson, an individual



</TEXT>
</DOCUMENT>
