SECURED CONVERTIBLE MULTI-DRAW TERM LOAN NOTE

Exhibit 10.14

THE ISSUANCE OF THE SECURITIES EVIDENCED HEREBY HAS NOT BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR THE SECURITIES COMMISSION OF ANY STATE UNDER ANY STATE SECURITIES LAW.  THE SECURITIES WERE ISSUED PURSUANT TO A SAFE HARBOR FROM REGISTRATION UNDER REGULATION S ("REGULATION S") PROMULGATED UNDER THE ACT.  THE SECURITIES MAY NOT BE OFFERED, SOLD, OR OTHERWISE TRANSFERRED UNLESS SUCH OFFERS, SALES, AND TRANSFERS ARE REGISTERED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS, ARE MADE PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THOSE LAWS, OR ARE MADE IN ACCORDANCE WITH REGULATION S PROMULGATED UNDER THE ACT.  FURTHERMORE, HEDGING TRANSACTIONS INVOLVING THE SECURITIES  MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE ACT.

BIOLIFE SOLUTIONS, INC.

SECURED CONVERTIBLE MULTI-DRAW TERM LOAN NOTE

BioLife Solutions, Inc., a Delaware corporation (the “Maker”), for value received, hereby promises to pay to Thomas Girschweiler (the “Holder”), the principal amount of Four Million Five Hundred Thousand Dollars ($4,500,000) or such lesser amount as shall equal the aggregate unpaid principal amount of Advances made to the Company by the Holder under the Secured Convertible Multi-Draw Term Loan Facility Agreement (as defined below), together with interest on the unpaid amount thereof from the date hereof until paid or converted in accordance with the terms hereof.  

1.

Secured Convertible Multi-Draw Term Loan Note (“Note”) .

1.1

Interest Rate .  The rate of interest hereunder (“Interest Rate”) shall equal seven percent (7%) per annum and shall be computed on the basis of a 365 day year for the actual number of days elapsed; provided that in no event shall the interest rate be less than the minimum rate of interest required in order to avoid the imputation of interest for federal income tax purposes.

1.2

Paymen t.  Subject to the provisions of Section 2 hereof regarding the payment of this note upon the occurrence of an Acquisition (as defined therein) and  Section 4 hereof regarding the conversion of this Note upon a Financing (as defined therein), the Advances plus all accrued interest thereon shall become due and payable in one lump sum on the earlier of

(a) January 11, 2010 (the “Due Date”) or (b) an Event of Default (as defined below).  The Maker may at any time prepay in whole or in part the principal and interest accrued under this Note.  Any payment will be applied first to the payment of any and all accrued and unpaid interest through the payment date and second to the payment of principal remaining due hereunder.  Payment shall be made at the offices or residence of the Holder, or at such other place as the Holder shall have designated to the Maker in writing, in lawful money of the United States of America.

1.3

Secured  Convertible Multi-Draw Term Loan Facility Agreement .  This Note is one of the Secured Convertible Multi-Draw Term Notes issued pursuant to a Secured Convertible Multi-Draw Term Loan Facility Agreement, dated as of the 11 ^th day of January, 2008 and as amended as of the 20 ^th day of October, 2008, by and between Maker, Holder and Walter Villiger (the “Agreement”) and is subject and entitled to the terms, conditions, covenants, protections, benefits and agreements contained therein and the Security Agreement referenced to therein.  Reference is hereby made to the Agreement for a statement of all of the terms and conditions under which the Advances evidenced hereby are to be made and are to be repaid.  Any capitalized terms not otherwise defined herein shall have the meaning ascribe ed to such terms in the Agreement.

2

Acquisition .   In the event the Maker is to be acquired, whether by means of a merger, sale of all or substantially all of the assets of the Maker, sale of securities representing more than fifty percent (50%) of the equity interests in Maker, or otherwise, prior to the Due Date (an “Acquisition”), then the Issue Price plus all accrued but previously unpaid interest thereon shall become due and payable in one lump sum immediately upon the closing of such Acquisition.

3.

Events of Default .  The Advances and accrued interest on this Note shall, at the option of the Holder, become due and payable, subject to applicable law, upon the hap