UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                            SCHEDULE 14A INFORMATION

           Proxy Statement Pursuant to Section 14(a) of the Securities
                     Exchange Act of 1934 (Amendment No. __)

Filed by the Registrant [X]
Filed by a party other than the Registrant [  ]

Check the appropriate box:

[ ]  Preliminary Proxy Statement
[ ]  Confidential, for Use of the Commission Only 
     (as permitted by Rule 14a-6(e)(2))
[X]  Definitive Proxy Statement
[ ]  Definitive Additional Materials
[ ]  Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12

                               THERMOGENESIS CORP.
                (Name of Registrant as Specified In Its Charter)


    ------------------------------------------------------------------------
    (Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[X] No fee required.

[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

         1) Title of each class of securities to which transaction applies: 
         2) Aggregate number of securities to which transaction applies:
         3) Per unit price or other underlying value of transaction computed
            pursuant to Exchange Act Rule 0-11 (set forth the amount on which 
            the filing fee is calculated and state how it was determined):
         4) Proposed maximum aggregate value of transaction: 5) Total fee paid:

[ ] Fee paid previously with preliminary materials.

[ ] Check box if any part of the fee is offset as provided by Exchange Act
    Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
    paid previously. Identify the previous filing by registration statement
    number, or the Form or Schedule and the date of its filing.

          1) Amount Previously Paid:
          2) Form, Schedule or Registration Statement No.: 
          3) Filing Party: 
          4) Date Filed:




                               THERMOGENESIS CORP.
                                2711 Citrus Road
                            Rancho Cordova, CA 95742
                            Telephone (916) 858-5100


To the Stockholders of ThermoGenesis Corp.:

     You are cordially  invited to attend the Annual Meeting of  Stockholders of
ThermoGenesis  Corp.  (the  "Company") to be held at 9:00 a.m. (PDT), on October
28, 2005, at Sacramento  Marriott,  Rancho Cordova,  located at 11211 Point East
Dr., Rancho Cordova, Ca. 95742.

     At the  meeting,  you will be asked (i) to elect five (5)  directors of the
Company,  (ii) approve an amendment to and  restatement  of the  Certificate  of
Incorporation  to increase the number of authorized  shares of common stock from
50,000,000 to  60,000,000  and (iii) to consider any other matters that properly
come before the meeting.

     The  accompanying  Notice of the Annual Meeting of  Stockholders  and Proxy
Statement contain information about the matters to be considered and acted upon,
and you should read the material carefully.

     We hope you will be able to attend the meeting. However, whether or not you
plan to attend  the  meeting in person,  to help  assure us of a quorum,  please
complete,  date and sign the enclosed proxy card and mail it in the postage-paid
envelope provided as promptly as possible. Your proxy may be revoked at any time
prior to the time it is voted.







                                    /s/ Philip H. Coelho
                                        Philip H. Coelho,
                                        Chairman of the Board and
                                        Chief Executive Officer

September 9, 2005
Rancho Cordova, California







                               THERMOGENESIS CORP.
                                2711 Citrus Road
                            Rancho Cordova, CA 95742
                            Telephone (916) 858-5100

                    NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
                           TO BE HELD OCTOBER 28, 2005
                                                                               

     NOTICE  IS  HEREBY  GIVEN  that  the  Annual  Meeting  of  Stockholders  of
ThermoGenesis  Corp. (the "Company"),  a Delaware  corporation,  will be held at
Sacramento  Marriott,  Rancho  Cordova,  located at 11211 Point East Dr., Rancho
Cordova,  Ca. 95742,  on Friday,  October 28, 2005,  at 9:00 a.m.  (PDT) for the
following purposes:

         1.       To elect five (5) directors to hold office until the next
                  Annual Meeting of Stockholders or until their successors are
                  elected and qualified;

         2.       To approve an amendment to our Certificate of Incorporation to
                  increase the number of authorized shares of common stock by
                  10,000,000 shares; and

         3.       To transact such other business as may properly come before
                  the meeting.

     The Board of  Directors  of the  Company has fixed the close of business on
September 9, 2005, as the record date for  determining  those  stockholders  who
will be  entitled  to vote at the  meeting or any  postponement  or  adjournment
thereof. Stockholders are invited to attend the meeting in person.

     Please sign and date the accompanying  proxy card and return it promptly in
the enclosed postage-paid envelope whether or not you plan to attend the meeting
in person.  If you attend the meeting,  you may vote in person if you wish, even
if you previously have returned your proxy card. The proxy may be revoked at any
time prior to the time it is voted.

                                 By Order of the Board of Directors



                                 /s/ David C. Adams
                                     David C. Adams
                                     Corporate Secretary

September 9, 2005
Rancho Cordova, California

                             YOUR VOTE IS IMPORTANT

YOU ARE URGED TO COMPLETE, DATE, SIGN AND PROMPTLY RETURN YOUR PROXY IN THE
ENCLOSED ENVELOPE WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING. IT IS IMPORTANT
THAT YOUR SHARES BE REPRESENTED REGARDLESS OF THE NUMBER YOU OWN. ANY PROXY
GIVEN BY YOU MAY BE REVOKED BY WRITTEN NOTIFICATION TO THE COMPANY'S CORPORATE
SECRETARY, BY FILING A DULY EXECUTED PROXY BEARING A LATER DATE, OR BY ATTENDING
THE ANNUAL MEETING IN PERSON AND VOTING BY BALLOT.






                               THERMOGENESIS CORP.
                                2711 Citrus Road
                            Rancho Cordova, CA 95742
                            Telephone (916) 858-5100
                                                                            

                                 PROXY STATEMENT
                                                                           

                     INFORMATION CONCERNING THE SOLICITATION

         We are furnishing this proxy statement to you in connection with the
fiscal year 2005 Annual Meeting of Stockholders of ThermoGenesis Corp. (the
"Company") to be held on Friday, October 28, 2005, at 9:00 a.m. (PDT) at
Sacramento Marriott, Rancho Cordova, located at 11211 Point East Dr., Rancho
Cordova, CA 95742, and at any postponement or adjournment thereof (the
"Meeting").

         Only stockholders of record on September 9, 2005, are entitled to
notice of and to vote at the Meeting. As used in this Proxy Statement, the terms
"we," "us" and "our" also refer to the Company.

         The proxy solicited hereby, if properly signed and returned to us and
not revoked prior to its use, will be voted at the Meeting in accordance with
the instructions contained therein. If no contrary instructions are given, each
proxy received will be voted "FOR" the nominees for the Board of Directors,
"FOR" amendment to the certificate of incorporation to increase the authorized
shares of common stock, and at the proxy holder's discretion, on such other
matters, if any, which may properly come before the Meeting (including any
proposal to adjourn the Meeting). Any stockholder giving a proxy has the power
to revoke it at any time before it is exercised by: (i) filing with the Company
written notice of its revocation addressed to: Corporate Secretary,
ThermoGenesis Corp., 2711 Citrus Road, Rancho Cordova, California 95742, (ii)
submitting a duly executed proxy bearing a later date, or (iii) appearing at the
Meeting and giving the Corporate Secretary notice of his or her intention to
vote in person.

         This proxy is solicited on behalf of the Board of Directors of the
Company. The Company will bear the entire cost of preparing, assembling,
printing and mailing proxy materials furnished by the Board of Directors to
stockholders. Copies of proxy materials will be furnished to brokerage houses,
fiduciaries and custodians to be forwarded to beneficial owners of the Company's
stock entitled to vote. In addition to the solicitation of proxies by use of the
mail, some of our officers, directors and employees may, without additional
compensation, solicit proxies by telephone or personal interview.

         Our Annual Report on Form 10-K for the fiscal year ended June 30, 2005,
including financial statements, is included in this mailing. Such report and
financial statements are not a part of this proxy statement except as
specifically incorporated herein.

         This Proxy Statement and form of proxy were first mailed on September
15, 2005 to stockholders of record as of September 9, 2005.

                          RECORD DATE AND VOTING RIGHTS

         The Company is currently authorized to issue up to 50,000,000 shares of
Common Stock, $0.001 par value and 2,000,000 shares of Preferred Stock, $0.001
par value. As of September 9, 2005, 45,919,125 shares of Common Stock were
issued and outstanding and no shares of Preferred Stock were outstanding. Each


                                       1


share of Common Stock shall be entitled to one (1) vote on all matters submitted
for stockholder approval. The record date for determination of stockholders
entitled to notice of and to vote at the Meeting is September 9, 2005.

         A majority of the outstanding shares of Common Stock of the Company,
entitled to vote must be represented in person or by proxy at the Meeting to
constitute a quorum for the transaction of business.

         Under Delaware law, abstentions and broker non-votes are counted as
present for determining quorum. For the election of directors, the nominees for
director who receive the most votes will become our directors. There are no
cumulative voting rights. A majority of quorum is required to approve all other
proposals. Abstentions are treated as a vote against the proposal and broker
non-votes will not be counted either for or against any proposal to determine if
a proposal is approved.

                        PROPOSAL 1--ELECTION OF DIRECTORS

General Information

         Our bylaws presently provide that the authorized number of directors
may be fixed by resolution of the Board from time to time, with a minimum of not
less than three (3) directors and a maximum of seven (7) directors. The Board
has fixed the authorized number of directors at five (5) and is currently
searching for additional suitable independent director candidates for future
appointment to the Board.

         At the Meeting, stockholders will be asked to elect the nominees for
director listed below, each of whom is a current member of the Company's Board
of Directors.

Nominees for Director

         The nominees for director have consented to being named as nominees in
this Proxy Statement and have agreed to serve as directors, if elected. Unless
otherwise instructed, the proxy holders will vote the proxies received by them
for the five (5) nominees named below. If any nominee of the Company is unable
or declines to serve as a director at the time of the Meeting, the proxies will
be voted for any nominee designated by the present Board of Directors to fill
the vacancy. The Board of Directors has no reason to believe that any of the
nominees will be unavailable for election. The Directors who are elected shall
hold office until the next Annual Meeting of Stockholders or until their earlier
death, resignation or removal, or until their successors are elected and
qualified.

         The following sets forth the persons nominated by the Board of
Directors for election and certain information with respect to those
individuals:

                           Nominee                                     Age
                           ------------                                -----
                           Philip H. Coelho                            61
                           Patrick McEnany                             58
                           Hubert E. Huckel, M.D.                      74
                           George J. Barry                             52
                           Kevin Simpson                               47


                                       2



Biographies

Philip H. Coelho                                             Director since 1986

     Philip H. Coelho is the Company's Chief  Executive  Officer and Chairman of
the Board.  From  September  1989 to November  1997,  Mr.  Coelho  served as the
Company's  President.  From October 1986 to September  1989, Mr. Coelho was Vice
President and Director of Research,  Development and  Manufacturing.  Mr. Coelho
was President of Castleton, Inc. from October 1983 until October 1986. Castleton
developed and previously licensed the Insta Cool technology to the Company.  Mr.
Coelho serves on the Board of Directors for Mediware Information  Systems,  Inc.
and  Catalyst  Pharmaceutical  Partners  and  previously  served on the Board of
Directors of Kourion  Therapeutics.  Mr. Coelho has a Bachelor of Science degree
in Mechanical  Engineering  from the University of California,  Davis and is the
inventor or co-inventor on the majority of the Company's patents.

Patrick McEnany                                        Director rejoined in 1997

     Patrick J.  McEnany is a founder  and Chief  Executive  Officer of Catalyst
Pharmaceutical  Partners,  a drug  development  company  since its  formation in
January 2002. From 1991 to April of 1997, Mr. McEnany was Chairman and President
of Royce  Laboratories,  Inc., a Miami,  Florida based  manufacturer  of generic
prescription  drugs. From 1997 to 1998, after the merger of Royce  Laboratories,
Inc., into Watson Pharmaceuticals,  Inc., Mr. McEnany served as President of the
wholly-owned  Royce  Laboratories  subsidiary  and Vice  President  of Corporate
Development  for Watson  Pharmaceuticals,  Inc.  From 1993 through 1997, he also
served  as  Vice   Chairman  and  director  of  the  National   Association   of
Pharmaceutical Manufacturers.  He currently serves on the Board of Directors for
Renal  CarePartners,  Inc.,  an operator  of kidney  dialysis  centers,  and the
Jackson Memorial Hospital  Foundation and Excalibur Health Systems.  Mr. McEnany
also served on the Board of Directors of  Med/Waste,  Inc. from March 2000 until
February 13, 2002, when that company filed for voluntary  bankruptcy  protection
under federal bankruptcy laws.

Hubert E. Huckel, M.D.                                       Director since 1997

     Dr.  Huckel  joined  the Board of  Directors  in 1997.  He is a founder  of
Catalyst  Pharmaceutical  Partners,  formed in January  2002,  and serves as its
Chairman of the Board.  In  addition,  he is on the Board of  Directors of Titan
Pharmaceuticals,  Inc., Amarin Pharmaceuticals,  plc and Valera Pharmaceuticals,
Inc. He spent 29 years with the Hoechst Group ("Hoechst" now "Aventis"), and was
at  the  time  of  his   retirement,   Executive   Chairman   of  the  Board  of
Hoechst-Roussel  Pharmaceuticals,  Inc. Dr. Huckel received his M.D. degree from
the University of Vienna, Austria, and is a member of the Rockefeller University
Council.

George J. Barry                                              Director since 2002

     Mr. Barry rejoined Mediware  Information  Systems,  Inc. in January 2001 as
President and Chief Executive  Officer and serves on its Board of Directors.  He
previously served as Mediware  Information Systems' Chief Financial Officer from
1997 through 1998 and acted as an advisor to the Board of Directors  thereafter.
Mr. Barry has been a senior manager of software technology companies for over 16
years. He was employed as Vice President and Chief  Financial  Officer of Silvon
Software,  Inc. from 1999 through  2000;  Chief  Financial  Officer at Microware
Systems from 1994 to 1996;  Executive Vice President and Chief Financial Officer
at Comptech  Research from 1992 to 1994 and as Group Chief Financial Officer for
Dynatech  Corporation  from  1986 to 1992.  Mr.  Barry  serves  on the  Board of
Directors of Silvon Software,  Inc. Mr. Barry is a Certified  Public  Accountant
and holds a Masters in Business Administration from the University of Wisconsin,
Madison.


                                       3


Kevin Simpson                                                Director since 2003

     In January  2003,  Mr.  Simpson  joined the Company as President  and Chief
Operating  Officer and was also  appointed to the Company's  Board of Directors.
Mr. Simpson has over 20 years experience in key management positions within life
sciences based  companies.  In 2001 and 2002, Mr. Simpson was General Manager of
the Pathogen Reduction Technology Business Unit at Gambro Healthcare, Inc. Prior
to that,  he was a  Managing  Consultant  in the  Strategy  Group  of  Breakaway
Solutions   Inc.,  a  provider  of  hosted   business  to  business   e-commerce
applications  and packaged  applications  from 2000 - 2001 and was President and
Chief Executive  Officer of Thermo  Technology  Ventures,  Inc.,  consultants to
emerging  growth  companies  from 1998 - 2000.  Prior to that, Mr. Simpson spent
eight years at Haemonetics  Corporation,  most recently as Vice President of the
Commercial  Plasma Business Unit and Vice President,  Sales and Sales Operations
for  plasma  sales.  Mr.  Simpson  holds a Bachelor  of  Science  in  Mechanical
Engineering from Purdue University and a Masters of Business Administration from
Harvard Business School.

RECOMMENDATION OF THE BOARD

         THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE "FOR" THE
NOMINEES LISTED ABOVE.


PROPOSAL 2 - AMENDMENT  TO THE  CERTIFICATE  OF  INCORPORATION  TO INCREASE  THE
NUMBER OF AUTHORIZED SHARES OF COMMON STOCK

General

     The  Board of  Directors  approved  and  recommends  that the  stockholders
approve an  amendment  to the  Company's  Amended and  Restated  Certificate  of
Incorporation  to increase the number of authorized  shares of common stock from
50,000,000  to  60,000,000  shares.  The  number  of  authorized  shares  of the
Company's  preferred  stock will not be affected by the proposed  increase.  The
amendment will not result in any changes to the issued and outstanding shares of
common  stock of the  Company and will only affect the number of shares that may
be issued by the Company in the future.

Reasons for the Proposal

     The primary purpose of this amendment to our  Certificate of  Incorporation
is to make available for future issuance by us additional shares of common stock
and to have a sufficient  number of  authorized  and  unissued  shares of common
stock to maintain  flexibility  in our  corporate  strategy and  planning.  Such
corporate  purposes  might include  acquiring  other  businesses in exchange for
shares of the Company's  common  stock;  facilitating  broader  ownership of the
Company's  stock  by  effecting  stock  splits  or  issuing  a  stock  dividend;
flexibility  for  possible  future  financings;  and  attracting  and  retaining
valuable  employees  and  directors  through the  issuance of  additional  stock
options or awards.  The Board of Directors believes that these additional shares
will provide the Company with needed  flexibility  to issue shares in the future
without potential expense and delay incident to obtaining  stockholder  approval
for a particular  issuance in the future.  The Company  currently  has no plans,
understandings  or  agreement  for the issuance or use of  additional  shares of
common stock to be authorized under Proposal 2.

     As of  September  9, 2005,  there were  45,919,125  shares of common  stock
outstanding,  2,280,499  shares  reserved for previously  granted  options,  and
600,749 shares reserved for previously issued warrants. Additionally, a total of

                                       4


700,578  shares  have been set aside for  future  issuance  under the  Company's
equity incentive plans. Therefore, the Company currently has 499,049 authorized,
unissued and unreserved shares of common stock available for future issuance. If
Proposal 2 is not  adopted,  the Company  will have  relatively  few  additional
shares of common stock available for employee retention, financings, acquisition
or other corporate purposes.

     In the past, the Company has utilized  authorized  but unissued  shares for
acquiring additional working capital and for incentives for employees, directors
and consultants.  At the present time there are no specific plans,  arrangements
or understandings in existence or in process for any public or private financing
or  issuance  of  shares  in  an  acquisition.   The  Company's  current  shares
outstanding  and shares reserved for issuance as of September 9, 2005 constitute
in the aggregate 99% of its current authorized shares.  Therefore,  the Board of
Directors  has  determined  that it is desirable for the Company to increase the
number of shares of  authorized  common  stock in order to meet  needs  that may
arise from time to time in the future.

Amendment

     If this proposal 2 is adopted by the stockholders,  Article 4 of the Fourth
Amended and Restated  Certificate  of  Incorporation  will be amended to read as
follows:

                  "The Corporation is authorized to issue two classes of stock,
         designated Common Stock, $0.001 par value ("Common Stock") and
         Preferred Stock, $0.001 par value ("Preferred Stock"). The total number
         of shares which the Corporation is authorized to issue is Sixty Two
         Million (62,000,000). The total number of shares of Common Stock is
         Sixty Million (60,000,000) and the total number of shares of Preferred
         Stock is Two Million (2,000,000).

                  Shares of Preferred Stock may be issued from time to time in
         one or more series. The Board of Directors shall determine the
         designation of each series and the authorized number of shares of each
         series. The Board of Directors is authorized to determine and alter the
         rights, preferences, privileges and restrictions granted to or imposed
         upon any wholly unissued series of shares of Preferred Stock and to
         increase or decrease (but not below the number of shares of such series
         then outstanding) the number of shares of any such series subsequent to
         the issue of shares of that series. If the number of shares of any
         series of Preferred Stock shall be so decreased, the shares
         constituting such decrease shall resume the status which they had prior
         to the adoption of the resolution originally fixing the number of
         shares of such series. "

         A copy of the Fourth Amended and Restated Certificate of Incorporation
is attached as Exhibit A.

Delaware Franchise Tax

     If Proposal Two is adopted,  the Company's authorized capital will increase
and the Company  will be subject to an increase in the Delaware  Franchise  Tax.
However,  the Company  believes the increase in the number of authorized  shares
will not materially increase the Delaware Franchise Tax of the Company.

Potential Anti-Takeover Aspects

     Shares of  authorized  and unissued  common stock could be issued in one or
more transactions that could make it more difficult,  and therefore less likely,
for a takeover of the Company. Although the Board of Directors does not have the
present  intention to use the additional  authorized  shares as an anti-takeover
device,  the  issuance  of  additional  common  stock  could  have the effect of
diluting the stock  ownership of persons  seeking control of the Company and the

                                       5



possibility of such dilution could have a deterrent effect on persons seeking to
acquire  control.  For example,  shares of common stock can be privately  placed
with  purchasers  who support a board of directors in opposing a tender offer or
other hostile  takeover bid, or can be issued to dilute the stock  ownership and
voting power of a third party seeking a merger or other extraordinary  corporate
transaction.  Accordingly,  the power to issue additional shares of common stock
could  enable  the  Board of  Directors  to make it more  difficult  to  replace
incumbent  directors  and to  accomplish  business  combinations  opposed by the
incumbent Board of Directors.

Principal Effects on Outstanding Common Stock

     The  proposal  to increase  the  authorized  capital  stock will affect the
rights of existing  holders of common stock to the extent that future  issuances
of common stock will reduce each existing stockholder's  proportionate ownership
and may dilute  earnings per share of the shares  outstanding at the time of any
such issuance.  If approved,  the amendment to the certificate of  incorporation
will be effective upon filing with the Secretary of State for Delaware.

RECOMMENDATION OF THE BOARD

     THE  BOARD OF  DIRECTORS  RECOMMENDS  A VOTE  "FOR"  THE  AMENDMENT  TO THE
CERTIFICATE  OF  INCORPORATION  TO INCREASE THE NUMBER OF  AUTHORIZED  SHARES OF
COMMON STOCK UNDER PROPOSAL 2 ON THE PROXY CARD.

Executive Officers of the Company

Set forth below is information about the executive officers and key employees of
the Company:

 ---------------------------------- ----------------------------------- --------
                  Name                              Position               Age
 ---------------------------------- ----------------------------------- --------
     Philip H. Coelho                   Chief Executive Officer               61
 ---------------------------------- ----------------------------------- --------
     Kevin Simpson                      President and Chief Operating         47
                                        Officer
 ---------------------------------- ----------------------------------- --------
     Matthew T. Plavan                  Chief Financial Officer               41
 ---------------------------------- ----------------------------------- --------
     Renee M. Ruecker                   [Former] Chief                        41
                                        Financial Officer
 ---------------------------------- ----------------------------------- --------
     Christopher Gemma                  [Former] V.P. of Worldwide Sales      49
 ---------------------------------- ----------------------------------- --------
     Dennis F. Marr, Ph.D.              V.P. Research & Development           41
 ---------------------------------- ----------------------------------- --------
              Key Employee                          Position               Age
 ---------------------------------- ----------------------------------- --------
     Kimberly Ellner                    Sr. Director of Operations            38
 ---------------------------------- ----------------------------------- --------

     On May 31, 2005,  Matthew T. Plavan was appointed Chief Financial  Officer,
and Renee M. Ruecker  resigned from that position and continues with the Company
as our Director of Securities and Exchange  Commission  ("SEC")  Reporting.  The
Board of Directors appoints the executive officers.  Executive officers serve at
the pleasure of the Board. There are no family relationships  between any of the
directors, executive officers or key employees.


                                       6


     Biographies

     The biographies of Mr. Coelho and Mr. Simpson can be found under Proposal 1
- Election of Directors.

     Renee M. Ruecker was appointed Chief Financial Officer in January 2003, and
became our Director of SEC  Reporting on May 31, 2005.  Ms.  Ruecker  joined the
Company in August  1997 as  Director  of Finance  and  subsequently  assumed the
position  of V.P.  Finance/Accounting  in  August  1998.  Prior to  joining  the
Company, Ms. Ruecker was a manager in the Audit and Business Advisory Department
at Price  Waterhouse LLP. Ms. Ruecker received her Bachelor of Science Degree in
Business  Administration from the California Polytechnic State University in San
Luis Obispo and is a certified public accountant.

     Dr. Dennis F. Marr,  Ph.D.,  PMP, joined the Company in August 2004 as Vice
President of Research and  Development.  Prior to joining the Company,  Dr. Marr
was employed by Baxter Healthcare  Corporation.  During his employment he served
as Director,  Device  Development & Engineering  from  September  2001 to August
2004,  Manager,  Programs - R&D from January  2000 to September  2001 and Senior
Engineering  Specialist  from January 1998 to December of 1999.  Dr. Marr earned
his Bachelor of Science  Degree in Chemical  Engineering  from the University of
Illinois   Champaign-Urbana,   his  Doctor  of  Philosophy  Degree  in  Chemical
Engineering  from the  University  of  Wisconsin-Madison,  and he is a certified
Project Management Professional with the Project Management Institute.

     Christopher  M. Gemma was appointed  Vice  President of Worldwide  Sales in
September  2004.  Prior to joining  the  Company,  Mr.  Gemma was a Director  of
Corporate Accounts at Smith + Nephew, Inc. from February 1999 to September 2004.
From  1997 to  1999  he was the  International  Marketing  Manager  for  Stryker
Endoscopy.  Mr. Gemma's experience  includes over 23 years of medical sales. Mr.
Gemma  received his Bachelor of Arts Degree in Liberal  Studies from St.  Mary's
College in Moraga,  California.  In August 2005,  Mr. Gemma  separated  from the
Company.

     Matthew T. Plavan joined  ThermoGenesis  in May of 2005 as Chief  Financial
Officer. Mr. Plavan brings 18 years of financial leadership,  P&L responsibility
and general  management  experience to the Company.  Before joining the Company,
Mr.  Plavan  served from 2002 to 2005 as Chief  Financial  Officer of StrionAir,
Inc., an air purification  product  development and marketing company.  Prior to
that,  Mr.  Plavan  was  the  Chief  Financial  Officer  for a  wireless  device
management  Company,  Reason Inc., from 2000 to 2002. During the preceding seven
years,  1993 through  2000,  Mr.  Plavan served in a number of key financial and
operating  leadership  roles within  McKesson and  McKesson-acquired  companies,
including  most recently,  Vice President of Finance for a $300 million  ehealth
division.  Prior to that,  Mr. Plavan was an audit manager in the Audit and Risk
Advisory  Services  group of Ernst & Young LLP.  Mr.  Plavan  became a Certified
Public  Accountant in 1992. Mr. Plavan earned his bachelor's  degree in business
economics from the University of California at Santa Barbara.

KEY EMPLOYEES

     Kimberly  Ellner joined the Company in September  2003 and currently  holds
the position of Sr.  Director of Operations.  Prior to joining the Company,  she
was employed by Smith + Nephew, formerly ORATEC Interventions,  Inc. as Manager,
Business Process  Improvement from 2001 to 2004,  Manufacturing  Finance Manager
from 2000 to 2001 and Materials  Manager from 1997 to 1999.  Ms. Ellner has over
15 years of  manufacturing  and operations  experience.  Ms. Ellner received her
Bachelor of Science Degree in Manufacturing Administration from Western Michigan
University.


                                       7


Committees of the Board of Directors

Audit Committee

     The  Audit  Committee  of the  Board  of  Directors  makes  recommendations
regarding the retention of the independent  registered  public  accounting firm,
reviews the scope of the annual audit  undertaken by our independent  registered
public  accounting firm and the progress and results of their work,  reviews our
financial  statements,   and  oversees  the  internal  controls  over  financial
reporting and corporate  programs to ensure compliance with applicable laws. The
Audit Committee  reviews the services  performed by the  independent  registered
public  accounting  firm  and  determines   whether  they  are  compatible  with
maintaining the registered  public  accounting  firm's  independence.  The Audit
Committee has a Charter,  which is reviewed  annually and as may be required due
to changes in industry accounting  practices or the promulgation of new rules or
guidance documents.  The Audit Committee consists of three independent directors
as determined by NASD listing standards: Mr. McEnany (Audit Committee Chairman),
Mr.  Barry and Dr.  Huckel.  Mr.  McEnany and Mr.  Barry are  qualified as Audit
Committee Financial Experts.

     The Audit Committee Charter is attached as Exhibit B.

Compensation Committee

     The Compensation  Committee of the Board of Directors  reviews and approves
executive compensation policies and practices,  reviews salaries and bonuses for
our officers,  administers  the  Company's  stock option plans and other benefit
plans,  and  considers  other  matters as may, from time to time, be referred to
them by the Board of Directors.  The members of the  Compensation  Committee are
Dr. Huckel (Compensation Committee Chairman) and Mr. McEnany.

Compensation Committee Interlocks and Insider Participation

     Mr. McEnany and Dr. Huckel serve on the Compensation  Committee.  There are
no  compensation   committee   interlocks  or  insider   participation   on  our
compensation committee.

Nominations to the Board of Directors

     Our directors  take a critical role in guiding our strategic  direction and
oversee the management of the Company.  Board  candidates  are considered  based
upon various  criteria,  such as their  broad-based  business  and  professional
skills and experiences,  a global business and social  perspective,  concern for
the long-term interests of the shareholders and personal integrity and judgment.
In addition,  directors must have time  available to devote to Board  activities
and to enhance their knowledge of the medical device industry.  Accordingly,  we
seek to attract and retain highly  qualified  directors who have sufficient time
to attend to their substantial duties and responsibilities to the Company.

     The Board of  Directors  does not have a  nominating  committee.  The Board
believes given the diverse  skills and  experience  required to grow the Company
that the input of all members is important for considering the qualifications of
individuals to serve as directors. The Board recommends a slate of directors for
election at the annual meeting.  In accordance  with Nasdaq rules,  the slate of
nominees is approved by a majority of the  independent  directors.  Mr. McEnany,
Mr.  Barry  and Dr.  Huckel  are  independent  as  defined  in the NASD  listing
standards.

                                       8


     In carrying out its  responsibilities,  the Board will consider  candidates
suggested  by  shareholders.  If  a  shareholder  wishes  to  formally  place  a
candidate's name in nomination, however, he or she must do so in accordance with
the  provisions  of the  Company's  Bylaws.  Suggestions  for  candidates  to be
evaluated  by the Board  must be sent to  Assistant  Corporate  Secretary,  2711
Citrus Road, Rancho Cordova, California 95742.

     In  fiscal  2005,  the Board of  Directors  met five (5)  times,  the Audit
Committee met ten (10) times and the Compensation  Committee met five (5) times.
Each director  attended all of the meetings of its Board of Directors and of the
committees upon which he served.  All Directors attended the 2004 annual meeting
of  stockholders.  The  Board  requires  all  Directors  to  attend  the  annual
stockholder meeting unless there is an emergency.

     Stockholders may send  communications  to the Board by mail to the Chairman
of the Board, ThermoGenesis Corp., 2711 Citrus Road, Rancho Cordova,  California
95742.

Audit Committee Report

     The Audit  Committee  oversees  the  financial  reporting  process  for the
Company  on  behalf of the  Board of  Directors.  In  fulfilling  its  oversight
responsibilities, the Audit Committee (i) reviews the financial statements, (ii)
reviews  management's  and the independent  auditor's  results of testing of the
internal  controls  over the  financial  reporting  process,  (iii)  reviews and
concurs with  managements  appointment,  termination or replacement of the Chief
Financial  Officer,  (iv) consults with and reviews the services provided by the
Company's  independent  auditors  and  makes  recommendations  to the  Board  of
Directors regarding the selection of the independent  auditors,  and (v) reviews
reports received from regulators and other legal and regulatory matters that may
have a material effect on the financial statements or related company compliance
policies.  The Company's management has primary responsibility for preparing the
financial  statements and establishing the Company's financial reporting process
and internal  control  over  financial  reporting.  Company  management  is also
responsible  for its assessment of the  effectiveness  of internal  control over
financial reporting.  The Company's independent auditors,  Ernst & Young LLP, is
responsible for expressing an opinion on the conformity of the Company's audited
financial  statements with U.S. generally accepted  accounting  principals.  The
independent  auditors are also  responsible for issuing a report on management's
assessment  and  the  effectiveness  of  the  Company's  internal  control  over
financial reporting. The Audit Committee's responsibilities include oversight of
these processes.

     In  accordance  with   Statements  on  Auditing   Standards  (SAS)  No.  61
(codification of Statements on Auditing Standards, AUss. 380), as amended by SAS
89 and SAS 90,  and  Rule  2-07,  "Communications  with  Audit  Committees,"  of
Regulation  S-X,  discussions  were held  with  management  and the  independent
auditors   regarding  the  acceptability  and  the  quality  of  the  accounting
principles used in the reports.  These  discussions  included the clarity of the
disclosures made therein,  the underlying  estimates and assumptions used in the
financial  reporting,  and the  reasonableness of the significant  judgments and
management decisions made in developing the financial  statements.  In addition,
the  Audit  Committee  has  discussed  with  the   independent   auditors  their
independence  from the Company and its management and the  independent  auditors
provided  the  written  disclosures  and the  letter  required  by  Independence
Standards  Board Standard No. 1 and considered  the  compatibility  of non-audit
services with the auditors' independence.

     The  Audit  Committee  has  also  met  and  discussed  with  the  Company's
management,  and its independent  auditors,  issues related to the overall scope
and  objectives  of the audits  conducted,  the  internal  controls  used by the
Company and the selection of the Company's  independent  auditors.  In addition,
the Audit Committee  discussed with the independent  auditors,  with and without

                                       9


management   present,   the  specific  results  of  audit   investigations   and
examinations  and the  auditor's  judgments  regarding  any and all of the above
issues.

     Pursuant  to  the  reviews  and  discussions  described  above,  the  Audit
Committee  recommended  to the Board of  Directors  that the  audited  financial
statements  be  included  in the Annual  Report on Form 10-K for the fiscal year
ended June 30, 2005, for filing with the Securities and Exchange Commission.

                                 Respectfully submitted,
                                 THERMOGENESIS CORP. AUDIT COMMITTEE

                                 Patrick McEnany, Chairman
                                 George Barry
                                 Dr. Hubert Huckel

                                 Directors of the Company


Compensation Committee Report

     The Compensation  Committee  oversees our compensation  plans and policies,
reviews and approves all  decisions  concerning  principal  executive  officers'
compensation, which are further approved by the Board, and administers our stock
option and equity plans,  including  reviewing and approving stock option grants
and equity awards under the plans. The Compensation Committee's charter reflects
these various  responsibilities,  and the  Compensation  Committee and the Board
periodically review and revise the charter in consultation with outside counsel.
The  Compensation  Committee's  membership  is  determined  by the  Board and is
composed entirely of independent directors.  The Compensation Committee meets at
scheduled times during the year. The Committee  Chairman reports on Compensation
Committee actions and recommendations at Board meetings,  where such actions are
further ratified and approved.  In addition,  the Committee has the authority to
engage  the  services  of  outside  advisers,  experts  and others to assist the
Committee.

     Compensation Philosophy

     The  Compensation  Committee  emphasizes  the  important  link  between the
Company's  performance,  which ultimately  increases  stockholder value, and the
compensation  of its  executives.  Therefore,  the primary goal of the Company's
executive  compensation  policy  is  to  closely  align  the  interests  of  the
stockholders with the interests of the executive  officers.  In order to achieve
this goal, the Company  attempts to (i) offer  compensation  opportunities  that
attract and retain  executives  whose  abilities  and skills are critical to the
long-term  success of the Company and reward them for their  efforts in ensuring
the success of the Company, (ii) align the Company's  compensation programs with
the Company's  long-term business  strategies and objectives,  and (iii) provide
variable  compensation  opportunities  that are directly linked to the Company's
performance and stockholder value, including an equity stake in the Company. For
several years, the Company has used three  integrated  components - Base Salary,
Incentive Compensation and Stock Options - to achieve these goals.

     Base Salary

     The Base Salary  component of total  compensation is intended to compensate
executives competitively within the industry and the marketplace.  Base Salaries
of the executive  officers are established by the  Compensation  Committee based
upon compensation data of comparable  companies in the comparable  markets,  the
executive's job responsibilities,  level of experience,  individual  performance

                                       10


and contribution to the business.  In the past, in making Base Salary decisions,
the Committee  exercised  its  discretion  and judgment  based upon regional and
personal  knowledge of industry  practice and did not apply any specific formula
to determine the weight of any one factor.  In 2004, the Compensation  Committee
retained Pearl Meyer & Partners, and adjusted salaries as of July 1, 2004, based
on the report and recommendations prepared by Pearl Meyer & Partners, which were
ratified and approved by the Board.

     Incentive Bonuses

     The  Incentive  Bonus  component of executive  compensation  is designed to
reflect the Compensation  Committee's  belief that a portion of the compensation
of each  executive  officer  should be contingent  upon the  performance  of the
Company, as well as the individual  contribution of each executive officer.  The
Incentive  Bonus is  intended  to  motivate  and reward  executive  officers  by
allowing  the  executive  officers to directly  benefit  from the success of the
Company. The Compensation Committee has directed that a formal written incentive
plan  with  specified  key  milestones  critical  to the  Company's  success  be
developed  and  implemented,  and  that  the plan be  weighted  heavily  towards
achieving  profitability  before any bonus  compensation  would be  earned.  All
executive employment contracts provide generally for a discretionary bonus of up
to 35%  of  the  executive's  base  salary,  which  is to be  determined  by the
Compensation  Committee  based on  individual  performance  criteria and Company
achievement of profitability  during the year.  After further  discussion of the
increases  in base  salary in line with the  report and  recommendations,  and a
proposal made by management,  any future bonus payouts were limited to a maximum
of 25% of salary for the Company's principal executive officers, and may be paid
in cash,  restricted stock grants,  or options,  provided that no cash component
will be paid to the Company's principal executive officers unless  profitability
is achieved over and above any proposed cash bonus payments.

     Long-term Incentives

     The Compensation  Committee provides the Company's  executive officers with
Long-term  Incentive  compensation  in the form of stock option grants under the
Company's  Amended 1994 Stock Option Plan and the Amended 1998 Equity  Incentive
Plan.  The  Compensation  Committee  believes  that stock  options  provide  the
Company's  executive  officers with the  opportunity to purchase and maintain an
equity interest in the Company and to share in the  appreciation of the value of
the  Company's  Common Stock.  The  Compensation  Committee  believes that stock
options directly motivate an executive to maximize long-term  stockholder value.
It is the  Company's  practice to grant  options  from time to time to executive
officers at the fair market value of the  Company's  common stock on the date of
grant. The Committee  considers each option  subjectively,  considering  factors
such as the individual  performance of the executive officer and the anticipated
contribution  of the  executive  officer  to  the  attainment  of the  Company's
long-term  strategic  performance  goals. The number of stock options granted to
other  executives  in prior years and the total number of options  granted under
the plans are also taken into consideration.

     Independent Analysis of Executive Compensation

     In early 2004, the Compensation  Committee engaged an outside consultant to
provide an independent analysis of the Company's executive  compensation program
and  practices.  The analysis was helpful  because it provided the  Compensation
Committee and the Board of Directors  with a review of the  Company's  executive
compensation as compared with compensation  packages offered by other peer group
companies  identified by the  consultant  and included  other small to mid-sized
publicly traded life sciences companies.  The results of this analysis completed
by the  independent  consultant  included the following  observations  about the
Company's 2003 executive compensation:

                                       11



         o Base salaries are below the competitive norm.

         o  Because of the Company's emphasis on incentive bonuses that are
            dependent upon profitability, total cash compensation is below
            market due to the lack of incentive payments during years of net
            loss.

         o Annual stock option grants have not been awarded to executives on a
consistent basis.

     Both the  Compensation  Committee's  review  and the  outside  compensation
consultant's  review of our executive  compensation  practices  suggest that the
Company should target base salaries closer to the median of peer group companies
and should  consider a re-design our annual  incentive plan, as well as make new
option grants to executives in 2004.

     As a result of the report and recommendations,  the Compensation  Committee
approved,  and the Board further ratified and approved,  effective July 1, 2004,
an increase in the Chief Financial Officer's salary to $175,000 per year, and an
increase in the President and Chief Operating  Officer's  salary to $230,000 per
year, and an increase in the Chief  Executive  Officer's  salary to $300,000 per
year. The bonus and incentive program for the principal  executive officers will
be weighted 75% to attainment of corporate objectives,  including profitability.
There  have  been no  changes  to  executive  compensation  since  the July 2004
adjustment.

     The outside  compensation  consultant  also  reviewed  and  reported on the
Company's  independent director  compensation,  finding that the Company's total
remuneration consisting of meeting fees and annual stock option grants are below
the median Board remuneration of peer group companies.  After further discussion
with the consultants, the Compensation Committee referred the recommendations on
independent director compensation to the Board for review and approval.

     As a result,  the  annual  grant of options to  independent  directors  was
increased  to 11,000  options per year,  and will be granted on July 1st of each
year based on the closing bid price for the Company's  common stock on that date
each year, or the next trading day following that date if the market is not open
on that date.  The Company  retained its existing  board retainer of $12,000 per
year,  payable  quarterly in advance,  and added that Committee  Chairs shall be
paid an annual  retainer of $2,500,  payable on July 1 of each year. The meeting
fees remain payable at the rate of $1,000 per meeting for the Board and $500 per
committee  meeting when such meetings  occur on the same day as Board  meetings,
and  increased  to $1,000 per  committee  meeting  on dates when such  committee
meetings are not combined with a board meeting.

     In  conclusion,  the  Compensation  Committee  believes  that the Company's
current compensation levels are consistent with Company goals.

                                Respectfully Submitted,
                                THERMOGENESIS CORP.
                                COMPENSATION COMMITTEE

                                Hubert Huckel, M.D., Chairman
                                Patrick McEnany
                     
                                Independent Directors of the Company

                                       12




                  EXECUTIVE COMPENSATION AND OTHER TRANSACTIONS

         This table lists the aggregate cash compensation paid in the past three
years for all services of the named Executive Officers of the Company.


                         


                                                        SUMMARY COMPENSATION TABLE

                                              Annual Compensation                         Long Term Compensation
                                                                                  Awards          Payouts
                   (a)            (b)     (c)        (d)        (e)          (f)         (g)        (h)              (i)
                  Name                                         Other     Restricted   Securities
                   and                                         Annual       Stock     Underlying    LTIP          All Other
                Principal                                     Compen-     Awards(s)    Options/   Payouts       Compensation
                Position         Year  Salary ($) Bonus ($)  sation ($)      ($)       SARs (#)     ($)              ($)
                --------         ----  ---------- ---------  ----------      ---       --------     ---              ---
                                                  
         Philip H.                                                                                             
         Coelho,
         Chairman and            2003  $224,000   $0         $12,000(1)       $0        -0-         $0                $0
         Chief Executive                                                                                       
         Officer                 2004  $225,000   $0         $12,000(2)       $0        -0-         $0                $0
                                 2005  $298,000   $0         $14,000(3)       $0        -0-         $0                $0
         --------------------------------------------------------------------------------------------------------------------------
         Kevin Simpson,          2003  $109,000   $35,000    $17,000(4)       $0      300,000(5)    $0                $0
         President and                                     
         Chief Operating         2004  $217,000   $0         $ 3,000(6)       $0        -0-         $0                $0
         Officer                                           
                                 2005  $230,000   $0         $ 8,000(7)       $0      227,100(8)    $0                $0
         --------------------------------------------------------------------------------------------------------------------------
         Renee M.
         Ruecker,                2003  $133,000   $0         $ 1,000(9)       $0      100,000(10)   $0                $0
         Former                                                                              
         Chief Financial         2004  $148,000   $0         $ 2,000(11)      $0        -0-         $0                $0
         Officer
                                 2005  $172,000   $0         $ 1,000(12)      $0       40,000(13)   $0                $0
         --------------------------------------------------------------------------------------------------------------------------
         Dennis Marr,
         V.P. Research and       2005  $143,000   $30,000    $10,000(14)      $0       60,000(15)   $0                $0
         Development
         --------------------------------------------------------------------------------------------------------------------------
         Chris Gemma
         Former V.P. of          2005  $108,000   $0         $ 2,000(16)      $0       60,000(17)   $0                $0
         Worldwide Sales
         --------------------------------------------------------------------------------------------------------------------------

(1)      Represents  payment of $9,000 in accrued  vacation  and  $3,000 for a term life  insurance  policy for the
         benefit of Ms. Coelho.
(2)      Represents  payment of $9,000 in accrued  vacation  and  $3,000 for a term life  insurance  policy for the
         benefit of Ms. Coelho.
(3)      Represents  payment of $11,000 in accrued  vacation  and $3,000 for a term life  insurance  policy for the
         benefit of Ms. Coelho.
(4)      Represents payment for reimbursable expenses related to relocation
         activities per Mr. Simpson's employment agreement.

                                       13


(5)      Represents 300,000 stock options granted on January 6, 2003 at $1.60.
(6)      Represents accrued vacation pay.
(7)      Represents accrued vacation pay.
(8)      Represents 227,100 stock options granted on August 9, 2004 at $3.58.
(9)      Represents payment of accrued vacation. 
(10)     Represents 100,000 stock options granted on May 1, 2003 at $2.06. 
(11)     Represents payment of accrued vacation.
(12)     Represents payment of accrued vacation.
(13)     Represents  20,000 stock options  granted on December 9, 2004 at $5.88 and 20,000 stock options granted on
         May 12, 2005 at $3.26.
(14)     Represents  payment  of $4,000 in  accrued  vacation  and  $6,000  for  reimbursable  expenses  related to
         relocation activities.
(15)     Represents 60,000 stock options granted on August 25, 2004 at $3.98.
         (16) Represents payment of accrued vacation. (17) Represents 60,000
         stock options granted on September 30, 2004 at $4.80.



     Employment Agreements

     In June 2002,  the Company and Mr. Philip Coelho entered into an employment
agreement  whereby Mr. Coelho agreed to serve as Chief Executive  Officer of the
Company and receive  compensation  equal to $225,000 per year, subject to annual
increases as may be determined by the Board of Directors. Mr. Coelho is eligible
to receive  bonuses based on his  performance  and the  attainment of objectives
established  by the  Company.  Bonuses  shall not exceed 35% percent of his base
salary in effect  for any given  year,  and  shall be  subject  to  Compensation
Committee oversight for meeting stated objectives.  The employment agreement may
be  terminated  by Mr.  Coelho or by the Company with or without  cause.  In the
event Mr. Coelho is terminated by the Company without cause,  Mr. Coelho will be
entitled  to  receive  severance  pay equal to the  greater of six months of his
annual  salary  or  the  remaining  term  of the  agreement.  In  addition,  the
employment  agreement  provides that in the event Mr. Coelho is terminated other
than "for cause" upon a change of control,  Mr.  Coelho  shall be paid an amount
equal to three  times his annual  salary.  The phrase  "change  of  control"  is
defined to include (i) the issuance of 33% or more of the outstanding securities
to any individual,  firm,  partnership,  or entity,  (ii) the issuance of 33% or
more of the  outstanding  securities in connection  with a merger,  or (iii) the
acquisition  of the  Company  in a merger  or other  business  combination.  The
employment agreement expires by its terms in June 2007.

     In  January  2003,  the  Company  and Mr.  Kevin  Simpson  entered  into an
employment  agreement whereby Mr. Simpson agreed to serve as President and Chief
Operating Officer of the Company and receive  compensation equal to $217,200 per
year,  subject  to  annual  increases  as may be  determined  by  the  Board  of
Directors.  Mr. Simpson is eligible to receive  bonuses based on his performance
and the attainment of objectives  established by the Company.  Bonuses shall not
exceed 35% percent of his base salary in effect for any given year, and shall be
subject to Compensation  Committee oversight for meeting stated objectives.  The
employment  agreement may be terminated by Mr. Simpson or by the Company with or
without  cause.  In the event Mr.  Simpson is terminated by the Company  without
cause,  Mr.  Simpson  will be  entitled  to receive  severance  pay equal to the
greater of six months of his annual  salary,  or if terminated  within the first
full year of the agreement,  an amount equal to two years of his base salary, or
if terminated in the second or third year of the  agreement,  an amount equal to
one year of his base salary. In addition, the employment agreement provides that
in the event Mr.  Simpson is terminated  other than "for cause" upon a change of
control,  Mr.  Simpson  shall be paid an amount  equal to three times his annual
salary. The phrase "change of control" is defined to include (i) the issuance of
33% or more of the outstanding securities to any individual,  firm, partnership,
or entity,  (ii) the issuance of 33% or more of the  outstanding  securities  in
connection with a merger, or (iii) the acquisition of the Company in a merger or
other business  combination.  The employment  agreement  expires by its terms in
January 2008.

                                       14


     In January 2003, the Company entered into an employment  agreement with Ms.
Renee Ruecker whereby Ms. Ruecker agreed to serve as Chief Financial Officer and
receive  compensation  equal to $136,500  subject to annual  increases as may be
determined by the Board of Directors. Ms. Ruecker is eligible to receive bonuses
based on her  performance  and the  attainment of objectives  established by the
Company. Ms. Ruecker's bonuses shall not exceed 35% of her base salary in effect
for any given year and shall be subject to Compensation  Committee oversight for
meeting stated objectives.  The employment  agreement may be terminated prior to
the  expiration of the agreement,  upon the mutual  agreement of the Company and
Ms. Ruecker.  In addition,  the employment  agreement provides that in the event
Ms. Ruecker is terminated  other than "for cause" upon a change of control,  Ms.
Ruecker  will be paid an amount  equal to three  times her  annual  salary.  The
phrase "change of control" is defined to include (i) the issuance of 33% or more
of the outstanding securities to any individual,  firm, partnership,  or entity,
(ii) the issuance of 33% or more of the  outstanding  securities  in  connection
with a merger,  or (iii) the  acquisition  of the  Company  in a merger or other
business  combination.  The employment  agreement was mutually terminated in May
2005.

     In August 2004, the Company  entered into an employment  agreement with Dr.
Dennis Marr  whereby Dr. Marr agreed to serve as Vice  President of Research and
Development  and  receive  compensation  equal to  $175,000  subject  to  annual
increases as may be determined  by the Board of Directors.  Dr. Marr was paid an
initial signing bonus of $30,000.  Dr. Marr is eligible to receive bonuses based
on his performance and the attainment of objectives  established by the Company.
Dr.  Marr's  bonuses  shall not exceed 25% of his base  salary in effect for any
given year and shall be subject to Compensation  Committee oversight for meeting
stated  objectives.  The  employment  agreement may be  terminated  prior to the
expiration of the  agreement,  upon the mutual  agreement of the Company and Dr.
Marr. In addition,  the employment agreement provides that in the event Dr. Marr
is terminated other than "for cause" upon a change of control,  Dr. Marr will be
paid an amount  equal to three times his annual  salary.  The phrase  "change of
control"  is  defined  to  include  (i)  the  issuance  of  33% or  more  of the
outstanding securities to any individual, firm, partnership, or entity, (ii) the
issuance  of 33% or more of the  outstanding  securities  in  connection  with a
merger,  (iii) the  acquisition  of the  Company  in a merger or other  business
combination,  or (iv)  substantially  all of the assets of the Company are sold.
The employment agreement expires by its terms in August 2007.

     In September  2004, the Company  entered into an employment  agreement with
Mr.  Christopher  Gemma  whereby Mr. Gemma agreed to serve as Vice  President of
Worldwide  Sales and receive  compensation  equal to $150,000  subject to annual
increases as may be determined by the Board of Directors.  Mr. Gemma is eligible
to receive  bonuses based on his  performance  and the  attainment of objectives
established by the Company. Mr. Gemma's bonuses shall not exceed 50% of his base
salary  in effect  for any  given  year and  shall be  subject  to  Compensation
Committee oversight for meeting stated objectives.  In addition,  Mr. Gemma will
be paid a sales  commission of 5% of sales beyond the Company's  budgeted annual
sales  revenue.  The  employment  agreement  may  be  terminated  prior  to  the
expiration of the  agreement,  upon the mutual  agreement of the Company and Mr.
Gemma.  If Mr. Gemma is  terminated  early  without  cause,  he will be paid his
salary for 6 months. In addition,  the employment agreement provides that in the
event Mr. Gemma is  terminated  other than "for cause" upon a change of control,
Mr.  Gemma will be paid an amount  equal to three times his annual  salary.  The
phrase "change of control" is defined to include (i) the issuance of 33% or more
of the outstanding securities to any individual,  firm, partnership,  or entity,
(ii) the issuance of 33% or more of the  outstanding  securities  in  connection
with a  merger,  (iii)  the  acquisition  of the  Company  in a merger  or other
business combination, or (iv) substantially all of the assets of the Company are
sold. The employment agreement was mutually terminated in August 2005.

                                       15


     In May 2005,  the Company  entered into an  employment  agreement  with Mr.
Matthew Plavan whereby Mr. Plavan agreed to serve as Chief Financial Officer and
receive  compensation  equal to $175,000  subject to annual  increases as may be
determined by the Board of Directors. Mr. Plavan was paid moving expenses not in
excess of $40,000. Mr. Plavan was granted a seven year option to purchase 90,000
shares of common  stock  vesting  over five  years.  Mr.  Plavan is  eligible to
receive  bonuses  based on his  performance  and the  attainment  of  objectives
established  by the Company.  Mr.  Plavan's  bonuses shall not exceed 35% of his
base  salary in effect for any given  year and shall by subject to  Compensation
Committee oversight for meeting stated objectives.  The employment agreement may
be  terminated  prior  to the  expiration  of the  agreement,  upon  the  mutual
agreement of the Company and Mr. Plavan. In addition,  the employment  agreement
provides that in the event Mr. Plavan is terminated  without  cause,  Mr. Plavan
will be paid an amount equal to 6 months  salary.  In addition,  the  employment
agreement  provides that in the event Mr.  Plavan is terminated  other than "for
cause" upon a change of control,  Mr.  Plavan  shall be paid an amount  equal to
three  times his annual  salary.  The phrase  "change of  control" is defined to
include (i) the  issuance of 33% or more of the  outstanding  securities  to any
individual,  firm,  partnership,  or entity, (ii) the issuance of 33% or more of
the outstanding securities in connection with a merger, or (iii) the acquisition
of the  Company  in a  merger  or other  business  combination.  The  employment
agreement expires by its terms in May 2008.

     Amended 1998 Equity Incentive Plan

     On February 2, 1998,  the  stockholders  of the Company  approved  the 1998
Equity Incentive Plan (the "1998 Plan"). The 1998 Plan was amended at the Annual
Meeting in January  2003.  A total of  3,798,000  shares  were  approved  by the
stockholders for issuance under the 1998 Plan.

     The 1998 Plan is administered by the Compensation Committee.  The 1998 Plan
permits the grant of stock options to employees, officers and certain directors.
The purpose of the 1998 Plan is to attract the best  available  personnel to the
Company and to give employees,  officers and certain  directors of the Company a
greater  personal  stake in the  success of the  Company.  As of June 30,  2005,
3,132,974  options had been granted under the 1998 Plan and 1,443,462  shares of
common  stock have been issued  pursuant to the 1998 Plan.  Exercise  prices for
options under the 1998 Plan range from $1.125 to $5.88.

     The Amended 1994 Stock Option Plan

     The  Company's  Amended  1994  Stock  Option  Plan (the  "1994  Plan")  was
originally approved by the Company's stockholders in January 1995 and amended at
the Annual  Meetings  on May 29,  1996 and May 29,  1997.  A total of  1,450,000
shares has been approved by the  stockholders  for issuance under the 1994 Plan.
The 1994 Plan, but not the options granted, expired in October 2004.

     The 1994 Plan permits the grant of stock options to employees, officers and
certain  directors.  The  purpose  of the  1994  Plan  was to  attract  the best
available  personnel to the Company and to give employees,  officers and certain
directors of the Company a greater personal stake in the success of the Company.

     As of June 30, 2005, 1,331,072 options had been granted under the 1994 Plan
and 942,845  shares of common stock have been issued  pursuant to the 1994 Plan.
Exercise prices for options under the 1994 Plan range from $1.60 to $3.58.

                                       16




     2002 Independent Directors' Equity Incentive Plan

     The 2002 Independent  Directors Equity Incentive Plan ("2002 Plan") permits
the grant of stock or  options  to  independent  directors.  A total of  250,000
shares were approved by the  stockholders  for issuance  under the 2002 Plan. At
the  December  13,  2004 annual  meeting,  stockholders  approved an  additional
100,000 shares for the 2002 Plan.

     As of June 30, 2005,  177,000  options had been granted under the 2002 Plan
and 96,000  shares of common  stock have been issued  pursuant to the 2002 Plan.
Exercise prices for options under the 2002 Plan range from $1.81 to $4.70.

Equity Compensation Plan Information

     The following table provides  information  for all of the Company's  equity
compensation plans and individual compensation arrangements in effect as of June
30, 2005.


                         

-------------------------------------- ------------------------ --------------------- --------------------------------
            Plan Category               Number of securities      Weighted-average    Number of securities remaining
                                          to be issued upon      exercise price of     available for future issuance
                                             exercise of            outstanding          under equity compensation
                                        outstanding options,     options, warrants      plans (excluding securities
                                         warrants and rights         and rights          reflected in column (a))
                                                 (a)                    (b)                         (c)
-------------------------------------- ------------------------ --------------------- --------------------------------
 Equity compensation plans approved
        by securities holders                 2,344,327                $2.56                      652,438
-------------------------------------- ------------------------ --------------------- --------------------------------
    Equity compensation plans not                   -                    -                           -
    approved by security holders
-------------------------------------- ------------------------ --------------------- --------------------------------
                Total                         2,344,327                  -                        652,438
-------------------------------------- ------------------------ --------------------- --------------------------------

                      Option/SAR Grants in Last Fiscal Year

     The following table provides  information relating to stock options granted
during the year ended June 30, 2005.

---------------------------- --------------- ---------------- ---------------- ----------------------- -----------------------------
           Name                Number of       Percent of      Exercise Base       Expiration Date     Potential Realized Value at
                               Securities     Total Options        Price                               Assumed Annual Rates of Stock
                               Underlying      Granted to         ($/Sh)                               Price Appreciation for Option
                                Options       Employees in                                                            Term
                                Granted        Fiscal Year
                                                                                                                    
                                                                                                         5%(1)           10%(1)
---------------------------- --------------- ---------------- ---------------- ------------------------- --------------- ----------
Kevin Simpson                 227,100        31%              $3.58            August 9, 2011            $330,980        $771,324
Renee Ruecker                  20,000        3%               $5.88            December 9, 2009          $ 47,875        $111,569
                               20,000        3%               $3.26            May 12, 2008              $ 26,543        $ 61,856
Christopher Gemma              60,000        8%               $4.80            September 30, 2011        $117,245        $273,231
Dennis Marr                    60,000        8%               $3.98            August 25, 2011           $ 97,216        $226,554
Matthew Plavan                 90,000        12%              $4.01            May 31, 2012              $146,923        $342,392
---------------------------- --------------- ---------------- ---------------- ------------------------- --------------- ----------


                                       17


(1)  The 5% and 10% assumed rates of  appreciation  are mandated by the rules of
     the Securities  and Exchange  Commission and do not represent the Company's
     estimate  or  projection   of  future   common  stock  prices,   or  actual
     performance.

                         Ten-Year Options/SAR Repricings

     There were no repricing of options for the fiscal year ended June 30, 2005.

     Aggregated  Option Exercises in Last Fiscal Year and Fiscal Year-End Option
Values

     The following  table sets forth  executive  officer  options  exercised and
option values for fiscal year ended June 30, 2005 for all executive  officers at
the end of the year.


                         

-------------------------- -------------------- ------------ ------------------------------------- ---------------------------------
                                                               Number of Securities Underlying       Value of Unexercised In -the
                                                                                                           Money Options at
                                                              Unexercised Options June 30, 2005            June 30, 2005(1)
-------------------------- -------------------- ------------ --------------- --------------------- --------------- -----------------
          Name             Shares Acquired on      Value      Exercisable       Unexercisable       Exercisable      Unexercisable
                                Exercise         Realized
-------------------------- -------------------- ------------ --------------- --------------------- --------------- -----------------
       Phil Coelho                  -                -          750,000            400,000           $1,822,000        $892,000
-------------------------- -------------------- ------------ --------------- --------------------- --------------- -----------------
      Kevin Simpson              50,000          $234,000       250,000            227,100            $688,000         $174,000
-------------------------- -------------------- ------------ --------------- --------------------- --------------- -----------------
      Renee Ruecker                 -                -          106,667             33,333            $174,467          $76,333
-------------------------- -------------------- ------------ --------------- --------------------- --------------- -----------------
    Christopher Gemma               -                -             -                60,000               -                 -
-------------------------- -------------------- ------------ --------------- --------------------- --------------- -----------------
       Dennis Marr                  -                -             -                60,000               -              $22,200
-------------------------- -------------------- ------------ --------------- --------------------- --------------- -----------------
     Matthew Plavan                 -                -             -                90,000               -              $30,600
-------------------------- -------------------- ------------ --------------- --------------------- --------------- -----------------


(1) Based on June 30, 2005 year-end closing bid price of $4.35. Compensation of
Directors

     All directors who are not employees of the Company are paid a quarterly fee
of $3,000,  a meeting  fee of $1,000 per Board  meeting  and $500 per  committee
meeting when such  meetings  occur on the same day as Board  Meetings and $1,000
per  committee  meeting on dates when such  committee  meetings are not combined
with board  meetings,  and options to purchase  11,000  shares of the  Company's
common  stock.  In  addition,  committee  chairs are paid an annual  retainer of
$2,500. Compliance with Section 16 of the Securities Exchange Act of 1934

     Based  solely upon a review of Forms 3, 4 and 5 delivered to the Company as
filed with the Securities and Exchange Commission, directors and officers of the
Company and persons who own more than 10% of the  Company's  common stock timely
filed all required reports pursuant to Section 16(a) of the Securities  Exchange
Act of 1934, as amended.

                                       18




                             STOCK PERFORMANCE GRAPH

                    Five-Year Common Stock Performance Graph

     The following graph compares the performance of the Company's  common stock
during the period June 30, 2000 to June 30, 2005, with Nasdaq Stock Market Index
and the Company's peer group of Nasdaq stocks: 

                                                                [OBJECT OMITTED]

     There  can be no  assurance  that  the  Company's  stock  performance  will
continue into the future with the same or similar  trends  depicted in the graph
above.  The  market  price of the  Company's  common  stock in recent  years has
fluctuated  significantly,  and it is likely  that the  price of the stock  will
fluctuate in the future.  The Company does not endorse any predictions of future
stock performance. Furthermore, the stock performance chart is not considered by
the Company to be (i) soliciting material, (ii) deemed filed with the Securities
and Exchange Commission, or (iii) to be incorporated by reference in any filings
by the Company under the Securities Act of 1933, or the Securities  Exchange Act
of 1934, each, as amended.

Voting Securities and Principal Holders

     The following  table sets forth certain  information  as of August 8, 2005,
with  respect  to the  beneficial  ownership  of our  common  stock for (i) each
director,  (ii) all of our  directors  and  officers as a group,  and (iii) each
person  known  to us to own  beneficially  five  percent  (5%)  or  more  of the
outstanding  shares  of our  Common  Stock.  As of August 8,  2005,  there  were
45,902,103 shares of Common Stock outstanding.

     Unless  otherwise  indicated,  the address for each listed  stockholder is:
ThermoGenesis Corp., 2711 Citrus Road, Rancho Cordova,  California 95742. To our
knowledge,  except as  indicated  in the  footnotes to this table or pursuant to
applicable  community  property  laws,  the persons named in the table have sole
voting  and  investment  power  with  respect  to the  shares  of  common  stock
indicated.


                         

                       Name and Address of                    Amount and Nature of
                         Beneficial Owner                          Beneficial           Percent of Class
                                                                  Ownership(1)

                         Philip H. Coelho                          817,503(2)                 1.8%

                          George J. Barry                           55,000(3)                   *%

                      Hubert E. Huckel, M.D.                        33,000(4)                   *%

                          Patrick McEnany                           77,158(5)                   *%

                           Kevin Simpson                           325,700(6)                   *%

                Officers & Directors as a group (7)              1,461,502                    3.1%
---------------------------
* Less than 1%.


(1)  "Beneficial Ownership" is defined pursuant to Rule 13d-3 of the Exchange
     Act, and generally means any person who directly or indirectly has or
     shares voting or investment power with respect to a security. A person
     shall be deemed to be the beneficial owner of a security if that person has
     the right to acquire beneficial ownership of the security within 60 days,
     including, but not limited to, any right to acquire the security through
     the exercise of any option or warrant or through the conversion of a
     security. Any securities not outstanding that are subject to options or
     warrants shall be deemed to be outstanding for the purpose of computing the
     percentage of outstanding securities of the class owned by that person, but
     shall not be deemed to be outstanding for the purpose of computing the
     percentage of the class owned by any other person.
(2)  Includes 67,503 shares, of which 6,000 shares are held in an IRA, 750,000
     shares issuable upon the exercise of options.

                                       20


(3)  Includes 55,000 shares issuable upon the exercise of options. 
(4)  Includes 33,000 shares issuable upon the exercise of options.
(5)  Includes 43,329 shares, 33,000 shares issuable upon the exercise of
     options. Also includes 829 shares owned by McEnany Holding, Inc. Mr.
     McEnany is the sole shareholder of McEnany Holding, Inc.
(6)  Includes 325,700 shares issuable upon the exercise of options.
(7)  Includes 34,474 shares and 106,667 shares issuable upon the exercise of
     options owned by Renee Ruecker. Includes 12,000 shares issuable upon the
     exercise of options owned by Dennis Marr.

Certain Relationships and Related Transactions

     During the second  quarter of fiscal  2004,  the  Company  entered  into an
agreement  with  Mediware  Information  Systems,  Inc.  ("Mediware")  to explore
technical  and  market  requirements  and  terms  and  conditions  for the joint
development  and marketing of the industry's  first fully  integrated  system to
make  personalized  cell therapy safer and more  accessible.  The Company had no
expenses or revenues  associated  with this  agreement  during fiscal 2005.  The
Company's Chief  Executive  Officer is on the Board of Directors of Mediware and
Mediware's Chief Executive Officer is on the Board of Directors of the Company.

Legal Proceedings

     The  Company  and  its  property  are  not a  party  to any  pending  legal
proceedings.   In  the  normal  course  of  operations,  the  Company  may  have
disagreements or disputes with employees,  vendors or customers.  These disputes
are seen by the Company's management as a normal part of business, and there are
no pending actions currently or no threatened  actions that management  believes
would have a significant  material impact on the Company's  financial  position,
results of operations or cash flows.

Relationship with Independent Registered Public Accounting Firm

     The  Company  retained  the  firm of Ernst & Young  LLP as the  Independent
Registered Public Accounting Firm of the Company for the fiscal year ending June
30,  2005.  The  Company  expects  a  representative  of Ernst & Young LLP to be
present at the Annual Meeting of Stockholders,  and the representative will have
an  opportunity  to  make a  statement  if he or  she  desires  to do  so.  Such
representative is expected to be available to respond to appropriate questions.

Audit Fees

     Fees for  audit  services  by Ernst  and Young  LLP  totaled  $363,000  and
$183,000  for the  fiscal  years  ended  June 30,  2005 and 2004,  respectively,
including fees  associated  with the annual audits of our financial  statements,
review of the financial  statements  included in our  quarterly  reports on Form
10-Q, consents,  assistance with the review of documents filed with the SEC, and
accounting consultations..

Audit-Related Fees

     Fees for  audit-related  services by Ernst & Young LLP totaled  $30,000 and
$25,000  for the  fiscal  years  ended  June 30,  2005 and  2004,  respectively.
Audit-related  fees consist of  professional  services  performed in conjunction
with the Company's efforts to comply with Sarbanes-Oxley Act of 2002.

                                       21


Tax Fees

     Fees for tax  preparation by Ernst and Young LLP totaled $10,000 and $9,100
for the fiscal years ended June 30, 2005 and 2004, respectively.

All Other Fees

     Ernst & Young LLP did not bill us for other  services  for the fiscal years
ended June 30, 2005 and 2004.

     The Audit  Committee  pre-approves  all audit and non-audit  services to be
performed by the  independent  registered  public  accounting firm in accordance
with the Audit Committee Charter.  The Audit Committee  pre-approved 100% of the
audit,  audit-related and tax services  performed by the independent  registered
public  accounting  firm in fiscal 2005. The percentage of hours expended on the
principal  accountant's  engagement to audit the Company's financial  statements
for the most  recent  fiscal  year that were  attributed  to work  performed  by
persons other than the principal accountant's full-time, permanent employees was
0%.

Code of Ethics

     We have adopted a code of ethics that applies to all  employees.  A copy of
our code of ethics  can be found on our  website at  www.thermogenesis.com.  The
Company will report any amendment or wavier to the code of ethics on our website
within five (5) days.

Stockholder Proposals

     Proposals  by  stockholders  intended  to be  presented  at the 2006 Annual
Meeting of Stockholders must be received by us not later than July 12, 2006, for
consideration  for possible  inclusion in the proxy  statement  relating to that
meeting.  All proposals must meet the requirements of Rule 14a-8 of the Exchange
Act.

     For any proposal  that is not  submitted for inclusion in next year's proxy
statement (as described in the preceding paragraph),  but is instead intended to
be presented directly at next year's annual meeting, SEC rules permit management
to vote  proxies in its  discretion  if the Company (a)  receives  notice of the
proposal  before the close of  business  on  September  24,  2006,  and  advises
stockholders  in the next year's proxy  statement about the nature of the matter
and how  management  intends  to vote on such  matter,  or (b) does not  receive
notice of the proposal prior to the close of business on September 24, 2006.

     Notices of intention to present proposals at the 2006 Annual Meeting should
be addressed to the Assistant  Corporate  Secretary,  ThermoGenesis  Corp., 2711
Citrus Road, Rancho Cordova, California 95742. The Company reserves the right to
reject,  rule out of order or take other appropriate  action with respect to any
proposal that does not comply with these and other applicable requirements.

Additional Information

     The  Annual  Report on Form 10-K for the fiscal  year ended June 30,  2005,
including  audited  financial  statements,   has  been  mailed  to  stockholders
concurrently  with this proxy statement,  but such report is not incorporated in
this Proxy  Statement  and is not deemed to be a part of the proxy  solicitation
material. The Company is required to file annual reports on Form 10-K, quarterly
reports on Form 10-Q, current reports on Form 8-K and other information with the
SEC.  The public can obtain  copies of these  materials  by  visiting  the SEC's
Public  Reference  Room at 450 Fifth Street,  NW,  Washington,  D.C.  20549,  by
calling  the  SEC at  1-800-SEC-0330,  or by  accessing  the  SEC's  website  at
www.sec.gov.

                                       22


     Additional  copies of the  Company's  Annual Report on Form 10-K filed with
the  SEC  for the  fiscal  year  ended  June  30,  2005,  will  be  provided  to
stockholders  without charge upon request.  Stockholders  should direct any such
requests to ThermoGenesis  Corp., 2711 Citrus Road,  Rancho Cordova,  California
95742, Attention: Matthew T. Plavan, Chief Financial Officer.

                                 OTHER BUSINESS

     We do not know of any  business to be  presented  for action at the meeting
other than those  items  listed in the notice of the  meeting  and  referred  to
herein. If any other matters properly come before the meeting or any adjournment
thereof,  it is intended  that the proxies  will be voted in respect  thereof in
accordance with their best judgment pursuant to discretionary  authority granted
in the proxy.

     ALL STOCKHOLDERS ARE URGED TO EXECUTE THE ACCOMPANYING  PROXY AND TO RETURN
IT PROMPTLY IN THE ACCOMPANYING  ENVELOPE.  STOCKHOLDERS MAY REVOKE ANY PROXY IF
SO DESIRED AT ANY TIME BEFORE IT IS VOTED.


                             By Order of the Board of Directors







                            /s/ David C. Adams
                            ------------------
                            David C. Adams,
                            Corporate Secretary

September 9, 2005
Rancho Cordova, California


                                       23



PROXY                                                                      PROXY

                               THERMOGENESIS CORP.
                                2711 Citrus Road
                            Rancho Cordova, CA 95742
                            Telephone (916) 858-5100

          THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.

The  undersigned  hereby appoints Philip H. Coelho and Kevin Simpson as proxies,
each with full  power to appoint  substitutes,  and  hereby  authorizes  them or
either of them to represent and to vote as designated  below,  all the shares of
common stock of  ThermoGenesis  Corp.  held of record by the  undersigned  as of
September  9,  2005,  at the  Annual  Meeting  of  Stockholders  to be  held  at
Sacramento  Marriott  Rancho  Cordova,  located at 11211 Point East Dr.,  Rancho
Cordova,  Ca.  95742,  at  9:00  a.m.,  (PDT),  on  October  28,  2005,  and any
adjournments  or  postponements  thereof,  and  hereby  ratifies  all that  said
attorneys and proxies may do by virtue hereof.

PLEASE MARK VOTE IN BRACKET IN THE FOLLOWING MANNER USING DARK INK ONLY. [X]


1. Election of Directors to serve until the Annual Meeting of Stockholders for
the fiscal year 2005.

Nominees

Philip H. Coelho                 [  ]   FOR          [  ]   WITHHOLD AUTHORITY
Patrick McEnany                  [  ]   FOR          [  ]   WITHHOLD AUTHORITY
Hubert E. Huckel, M.D.           [  ]   FOR          [  ]   WITHHOLD AUTHORITY
George J. Barry                  [  ]   FOR          [  ]   WITHHOLD AUTHORITY
Kevin Simpson                    [  ]   FOR          [  ]   WITHHOLD AUTHORITY

2.       Approve an amendment to the Certificate of Incorporation to increase
         the number of authorized shares of common stock from 50,000,000 to
         60,000,000.

             [  ]     FOR        [  ]   AGAINST      [  ]   ABSTAIN

3.       In their discretion, the proxies are authorized to vote upon such other
         business as may properly come before the Meeting.

THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED "FOR" PROPOSAL ONE.

THIS PROXY ALSO DELEGATES DISCRETIONARY AUTHORITY TO VOTE WITH RESPECT TO OTHER
BUSINESS WHICH PROPERLY MAY COME BEFORE THE MEETING, OR ANY ADJOURNMENTS OR
POSTPONEMENTS THEREOF. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE
UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING.

PLEASE  READ,  SIGN,  DATE AND RETURN  THIS PROXY  PROMPTLY  USING THE  ENCLOSED
ENVELOPE.

                                       24


THE UNDERSIGNED HEREBY ACKNOWLEDGES RECEIPT OF THE NOTICE OF ANNUAL MEETING AND
PROXY STATEMENT FURNISHED IN CONNECTION THEREWITH.


Dated: ____________________, 200__



-------------------------------
Signature



-------------------------------
Signature

                                  Common Stock


Please sign exactly as name  appears.  When shares are held by joint  tenants or
more than one person,  all owners  should sign.  When  signing as  attorney,  as
executor,  administrator,  trustee, or guardian, please give full title as such.
If a  corporation,  please sign in full  corporate  name by  President  or other
authorized  officer.  If a  partnership,  please  sign  in  partnership  name by
authorized person.

                                       25



                                                                       Exhibit A

                           FIFTH AMENDED AND RESTATED
                          CERTIFICATE OF INCORPORATION
                             OF THERMOGENESIS CORP.



         ThermoGenesis Corp., a corporation organized and existing under the
laws of the State of Delaware, (the "Corporation") hereby certifies as follows:

         1. The original Certificate of Incorporation of the Corporation was
filed with the Secretary of State of the State of Delaware on July 3, 1986,
under the corporate name Refrigeration Systems International.

         2. A Certificate of Merger was filed with the Secretary of State of the
State of Delaware on September 26, 1986, whereupon the Corporation's name
changed to Insta Cool Inc. of North America.

         3. A Restated Certificate of Incorporation of the Corporation was filed
with the Secretary of State of the State of Delaware on March 24, 1994.

         4. An Amended and Restated Certificate of Incorporation of the
Corporation was filed with the Secretary of State of the State of Delaware on
January 12, 1995, changing the Corporation's name to THERMOGENESIS CORP.

         5. An Amended and Restated Certificate of Incorporation of the
Corporation was filed with the Secretary of State of the State of Delaware on
June 5, 1996.

         6. An Amended and Restated Certificate of Incorporation of the
Corporation was filed with the Secretary of State of the State of Delaware on
August 2, 1999.

         7. This Fifth Amended and Restated Certificate of Incorporation was
duly adopted by the Board of Directors and stockholders of the Corporation in
accordance with Sections 242 and 245 of the Delaware General Corporation Law and
restates and integrates and further amends the provisions of the previous filed
Amended and Restated Certificate of Incorporation of this Corporation.

         8. The current Amended and Restated Certificate of Incorporation is
hereby amended and restated in its entirety to read as follows:

         FIRST:  The name of the corporation is:  THERMOGENESIS CORP.

         SECOND: The address, including street, number, city and county, of the
registered office of the Corporation in the State of Delaware is 2711
Centerville Road, Suite 400, Wilmington, County of Newcastle, Delaware 19808;
and the name of the registered agent of the Corporation in the State of Delaware
at such address is The Company Corporation.

         THIRD: The nature of the business or purposes to be conducted or
promoted of this Corporation shall be to engage in any lawful act or activity
for which corporations may be organized under the General Corporation Law of
Delaware.

                                       26


         FOURTH: The Corporation is authorized to issue two classes of stock,
designated Common Stock, $0.001 par value ("Common Stock") and Preferred Stock,
$0.001 par value. The total number of shares of Common Stock that the
Corporation shall have authority to issue is Sixty Million (60,000,000) and the
total number of Shares of Preferred Stock that the Corporation shall have
authority to issue is Two Million (2,000,000).

         The Corporation has no issued or outstanding shares of its previously
authorized Series A Convertible Preferred Stock. Accordingly, all rights,
preferences, privileges and restrictions granted to or imposed upon such series
of shares have been omitted from this Fifth Amended and Restated Certificate of
Incorporation.

         Shares of Preferred Stock may be issued from time to time in one or
more series. The Board of Directors shall determine the designation of each
series and the authorized number of shares of each series. The Board of
Directors is authorized to determine and alter the rights, preferences,
privileges and restrictions granted to or imposed upon any wholly unissued
series of shares of Preferred Stock and to increase or decrease (but not below
the number of shares of such series then outstanding) the number of shares of
any such series subsequent to the issue of shares of that series. If the number
of shares of any series of Preferred Stock shall be so decreased, the shares
constituting such decrease shall resume the status which they had prior to the
adoption of the resolution originally fixing the number of shares of such
series.

         FIFTH: Whenever a compromise or arrangement is proposed between this
Corporation and its creditors or any class of them and/or between this
Corporation and its stockholders or any class of them, any court or equitable
jurisdiction within the State of Delaware may, on the application in a summary
way of this Corporation or of any creditor or stockholder thereof or on the
application of any receiver or receivers appointed for this Corporation under
the provisions of Section 291 of Title 8 of the Delaware Code or on the
application of trustees in dissolution or of any receiver or receivers appointed
for this Corporation under Section 279 of Title 8 of the Delaware Code order a
meeting of the creditors or class of creditors, and/or of the stockholders or
class of stockholders of this Corporation, as the case may be, to be summoned in
such manner as the said court directs. If a majority in number representing
three fourths in value of the creditors or class of creditors, and/or of the
stockholders or class of stockholders of this Corporation, as the case may be,
agree to any compromise or arrangement and to any reorganization of this
Corporation as consequence of such compromise or arrangement, the said
compromise or arrangement and the said reorganization shall, if sanctioned by
the court to which said application has been made, be binding on all the
creditors or class of creditors, and/or on all the stockholders or class of
stockholders, of this Corporation, as the case may be, and also on this
Corporation.

         SIXTH: The business and affairs of the Corporation shall be managed by
or under the direction of its Board of Directors. The number of directors which
shall constitute the entire Board of Directors shall be fixed by, or in the
manner provided in, the bylaws of this Corporation. The election of directors of
the Corporation need not be by written ballot, unless the bylaws so provide.

         SEVENTH: The Board of Directors is authorized to adopt, amend or repeal
the bylaws of the Corporation. The stockholders shall also have the power to
adopt, amend or repeal the bylaws of the Corporation. Notwithstanding, any
provision for the classification of directors for staggered terms pursuant to
Section 141(d) of the Delaware General Corporation Law shall be set forth in the
bylaws adopted by the stockholders unless provisions for such classification
shall be set forth in the Corporation's certificate of incorporation.

         EIGHTH: A director of the Corporation shall not be personally liable to
the Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director except to the extent such exemption from liability or
limitation thereof is not permitted under the Delaware General Corporation Law
as the same exists or may hereafter be amended.

                                       27


         Any repeal or modification of the foregoing paragraph shall not
adversely affect any right or protection of a director of the Corporation
existing hereunder with respect to any act or omission occurring prior to such
repeal or modification.

         NINTH: To the fullest extent permitted by Section 145 of the General
Corporation Law of Delaware as the same exists or may hereafter be amended, the
Corporation shall indemnify any and all persons whom it shall have power to
indemnify under said section from and against any and all of the expenses,
liabilities or other matters referred to in or covered by said section, and the
indemnification provided for hereby shall not be deemed exclusive of any other
rights to which those indemnified may be entitled under any bylaw, agreement,
vote of stockholders or disinterested directors or otherwise, both as to any
action such person may have performed in current official capacity or in another
capacity while holding such office, and shall continue as to any person who has
ceased to be a director, officer, employee or agent and shall inure to the
benefit of heirs, executors and administrators of such person. No repeal or
modification of this Section by the stockholders of the Corporation shall
adversely affect any right of protection existing by virtue of this Section at
the time of such repeal or modification.

         IN WITNESS WHEREOF, the Corporation has caused this Fifth Amended and
Restated Certificate of Incorporation to be signed by its duly authorized
officer this ___ day of December, 2005.


                                        THERMOGENESIS CORP.


                                        ---------------------------------
                                        Philip H. Coehlo, President & CEO



                                       28




                                                                      EXHIBIT B

                               THERMOGENESIS CORP.
                             Audit Committee Charter
                     (Amended and Restated January 27, 2003)

Preamble

THERMOGENESIS CORP. ("Company"), as part of its continuous improvement efforts,
and consistent with its requirements for continued listing on the Nasdaq
SmallCap Market, desires to strengthen its board oversight of accounting and
reporting functions through this Charter setting forth the duties and authority
of the Company's Audit Committee.

Composition

The Audit Committee shall be comprised of at least three directors who are
independent of management and the Company, and each of whom shall have no
employment or other relationship with the Company that might interfere with the
exercise of their independence from the Company or management, and shall
otherwise meet the requirements under Nasdaq and SEC rules. All Audit Committee
members will be financially literate, by experience or otherwise, and at least
one member will have accounting or related financial management expertise.

Statement of Policy

Annually, the Board of Directors shall appoint at least three outside directors
to serve as members of the Audit Committee. The Audit Committee shall assist the
Board of Directors in monitoring (a) the effectiveness of the Company's system
of internal controls, (b) the integrity of the financial statements, and (c) the
compliance by the Company with legal and regulatory requirements. In so doing,
the Audit Committee shall maintain free and open communication between the
members of the Board of Directors, the independent auditors, and the Company's
principal financial and accounting officer.

Duties and Responsibilities

In carrying out its responsibilities, the Audit Committee believes its policies
and procedures should remain flexible, in order to best react to changing
conditions and to ensure to the Board of Directors and stockholders that the
corporate accounting and reporting practices are in accordance with all
requirements and are of the highest quality.

In carrying out these responsibilities, the Audit Committee will:

o    Obtain the full Board of Directors' approval of this Charter and review and
     reassess this Charter as conditions dictate, but no less frequently than
     annually in conjunction with the Company's annual audit.

o    Review and recommend to the Board of Directors the selection of independent
     auditors to audit the financial statements of the Company.

                                       29


o    Have a clear understanding with the independent auditors that the
     independent auditors are ultimately accountable to the Board of Directors
     and the Audit Committee, as the stockholders' representatives, who have the
     ultimate authority in deciding to engage, evaluate, and if appropriate,
     terminate those services.

o    Review and concur with management's appointment, termination, or
     replacement of the Vice President of Finance.

o    Meet with the independent auditors and financial management of the Company
     to review the scope of the proposed audit and timely quarterly reviews for
     the current year and the procedures to be utilized, the adequacy of the
     independent auditor's compensation, and at the conclusion thereof review
     such audit or review, including any comments or recommendations of the
     independent auditors, if any.

o    Review with the independent auditors, the Company's principal financial
     officer, and accounting personnel, the adequacy and effectiveness of the
     accounting and financial controls of the company, and elicit any
     recommendations for the improvement of such internal controls.

o    Review reports received from regulators and other legal and regulatory
     matters that may have a material effect on the financial statements or
     related company compliance policies.

o    Inquire of management and the independent auditors about significant risks
     or exposures and assess the steps management has taken to minimize such
     risks to the Company.

o    Direct the independent auditors to communicate directly to each member of
     the audit committee with respect to any disagreement with the Company on
     any financial treatment or accounting practice that is reflected in the
     quarterly reports on Form 10-Q upon review. For purposes of such
     communication, contacting the Chairman of the Audit Committee may represent
     the entire Audit Committee for purposes of the initial communication, and
     shall take required action to schedule any meetings to discuss the
     communication, as may be required.

o    Hold meetings with the independent auditors to determine that the
     independent auditors do not take exception to the disclosure and content of
     the financial statements, and discuss any other matters required to be
     communicated to the committee by the independent auditors.

o    Review  the  financial   statements  contained  in  the  annual  report  to
     shareholders with management and the independent auditors to determine that
     the  independent  auditors are satisfied with the disclosure and content of
     the financial  statements to be presented to the shareholders.  Review with
     financial  management  and the  independent  auditors  the results of their
     timely analysis of significant  financial  reporting  issues and practices,
     including changes in, or adoptions of, accounting principles and disclosure
     practices, and discuss any other matters required to be communicated to the
     committee  by the  auditors.  Such review  shall  include  the  independent
     auditors  judgments  about  the  quality,  and not just  acceptability,  of
     accounting principles and the clarity of the financial disclosure practices
     used,  and other  significant  decisions  made in preparing  the  financial
     statements.

                                       30


o    Provide sufficient opportunity for the Company's principal financial and
     accounting officer and the independent auditors to meet with the members of
     the audit committee without members of management present. Among the items
     to be discussed in these meetings are the independent auditors' evaluation
     of the company's financial, accounting, and auditing personnel, and the
     cooperation that the independent auditors received during the course of
     audits.

o    Review accounting and financial human resources and succession planning, as
     applicable, within the Company.

o    Report the results of the annual audit to the Board of Directors. If
     requested by the board, invite the independent auditors to attend the full
     Board of Directors meeting to assist in reporting the results of the annual
     audit or to answer other directors' questions (alternatively, the other
     directors, particularly the other independent directors, may be invited to
     attend the audit committee meeting during which the results of the annual
     audit are reviewed).

o    On an annual basis, obtain from the independent auditors a written
     communication delineating all their relationships and professional services
     as required by Independence Standards Board Standard No. 1, Independence
     Discussions with Audit Committees. In addition, review with the independent
     auditors the nature and scope of any disclosed relationships or
     professional services and take, or recommend that the Board of Directors
     take, appropriate action to ensure the continuing independence of the
     auditors.

o    Submit the minutes of all meetings of the Audit Committee to, or discuss
     significant matters addressed at Audit Committee meetings with, the Board
     of Directors.

o    Investigate any matter brought to its attention within the scope of its
     duties, with the power to retain outside counsel for this purpose if, in
     its judgment, that is appropriate.

o    Review the Company's disclosure in the proxy statement for its annual
     meeting of shareholders that describes that the Audit Committee has
     satisfied its responsibilities under this Charter for the prior year. In
     addition, include a copy of this Charter in the annual report to
     shareholders or the proxy statement at least triennially or the year after
     any significant amendment to the Charter.


                                       31



The Audit Charter, dated July 27, 2001, as confirmed upon full approval by the
Board of Directors, is attached hereto for the Corporate records.






/s/ Patrick McEnany
------------------------------------------        Date:  January 30, 2003
Patrick McEnany, Audit Committee Chairman