1
                                                                EXHIBIT 4.3

                         SETTLEMENT AGREEMENT UNDER THE
                KENSEY NASH CORPORATION 1993 PHANTOM STOCK PLAN

  This Settlement Agreement is entered into this ___ day of December, 1995, by
and between Kensey Nash Corporation ("COMPANY"), a Delaware corporation, and
______________ (the "GRANTEE"), an employee of the Company, in connection with
the anticipated December 1995 initial public offering ("IPO") of common stock
("COMMON STOCK") of the Company.

  The Grantee was granted _________ Participating Units pursuant to a Phantom
Stock Agreement dated ______________ ("AGREEMENT") under the Kensey Nash
Corporation 1993 Phantom Stock Plan ("1993 PLAN") and was granted ____________
Participating Units under the 1993 Plan in exchange for the Grantee's surrender
and the Company's cancellation of Participating Units previously granted to the
Grantee under a 1992 phantom stock plan established by the Company.  The
Grantee's rights and benefits with respect to all of the Participating Units
described above in this paragraph are governed by and determined under the 1993
Plan and the Agreement, as modified by certain provisions described in the
attached memorandum.  As of the anticipated date of consummation of the IPO,
__________ of the Grantee's _________ Participating Units governed by the 1993
Plan will be fully vested.

  In consideration of each party's respective promises, agreements, actions and
obligations described herein, the Grantee and the Company hereby agree as
follows in the event of the consummation of an IPO of the Common Stock during
1995:

  1.   At the time of payment of the Grantee's benefit under the 1993 Plan and
the Agreement ("BENEFIT") by the Company, the Grantee shall surrender and the
Company then shall cancel the Grantee's ________________ fully vested and
_______________ nonvested Participating Units granted under the 1993 Plan.

  2.   The Company shall, within five days after the date of the completion of
the IPO, issue to the Grantee that number of shares of Common Stock of the
Company equal to the number of unvested and vested Participating Units
forfeited by the Grantee upon the IPO, adjusted appropriately as the Company
determines to reflect the events described in the next sentence of this
paragraph.  Such events include any stock dividend, stock split, combination or
exchange of shares, recapitalization or other change in the capital structure
of the Company, corporate separation or division of the Company, sale by the
Company of all or a substantial portion of its assets, reorganization, rights
offering, a partial or complete liquidation, or other corporate transaction or
event involving the Company and having an effect similar to any of the
foregoing.

  3.   To the extent that the Company makes payment to the Grantee of his or
her Benefit in shares of Common Stock, the Company shall use its best efforts
to file a registration statement regarding such shares under the Securities Act
of 1933, as amended, with the Securities and Exchange Commission within 185
days after the date of the consummation of IPO.  Any shares 


   2
of Common Stock of the Company used to pay the Grantee's Benefit shall be
valued at the initial public offering price of such shares on the Nasdaq 
National Market.

  4.   The Grantee acknowledges and agrees that (i) the Grantee has reviewed the
1993 Plan and the Agreement, (ii) the Grantee has had ample opportunity to
analyze and consider the Grantee's rights and benefits under the 1993 Plan and
the Agreement, (iii) the Grantee has had ample opportunity to consult with his
or her own legal, tax and financial advisor(s) regarding the consequences of
entering into this Settlement Agreement and (iv) the Grantee has asked and had
answered to his or her satisfaction all of his or her questions regarding the
consequences of entering into this Settlement Agreement.


                              KENSEY NASH CORPORATION

                              By:  ___________________________________

                              Its: ___________________________________


                              GRANTEE:

                              _________________________________________
                              [NAME]