SERACARE INC, S-3, 1998-06-29

SERACARE INC
S-3, 1998-06-29
SPECIALTY OUTPATIENT FACILITIES, NEC

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As filed with the Securities and Exchange Commission on June 29, 1998
Registration No. 333-_______

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

-------------------------
FORM S-3
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933

-------------------------
SERACARE, INC.
(Exact name of Registrant as specified in its Charter)
<TABLE>
<CAPTION>

<S> <C> <C>
DELAWARE 95-4343492
(State or other jurisdiction of 1925 CENTURY PARK EAST, SUITE 1970 (I.R.S. Employer
incorporation or organization) LOS ANGELES, CALIFORNIA 90067 Identification Number)
(310) 772-7777
</TABLE>

(Address, including zip code, and telephone number, including area code, of
registrants' principal executive offices)

---------------------------
Mr. Barry Plost
Chief Executive Officer
SERACARE, INC.
1925 CENTURY PARK EAST, SUITE 1970
LOS ANGELES, CALIFORNIA 90067
(310) 772-7777
(Name, address, including zip code, and telephone number, including area code,
of agent for service)

---------------------------
Copies of Communications to:
Thomas J. Leary, Esq.
O'Melveny & Myers LLP
610 Newport Center Drive, Suite 1700
Newport Beach, California 92660
(949) 760-9600

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

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after the effective date of this Registration Statement, subject to
market conditions and certain contractual restrictions on transfer.

If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /

If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. /X/

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /

If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /

CALCULATION OF REGISTRATION FEE
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- ------------------------------------------------------------------------------------------------------------------------------------
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Number of Securities Proposed Maximum Proposed Maximum
Title of Each Class of of Each Class to Be Offering Price Per Aggregate Offering Amount of
Securities To Be Registered Registered (1) Security (2) Price (2) Registration Fee
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<S> <C> <C> <C> <C>
Common Stock, $0.001 value par per share 10,383,502 $6.8125(3) $70,737,607 $20,867.59
- ------------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
1) Includes a number of shares of Common Stock initially issuable upon
exercise of certain warrants and options held by the Selling
Securityholders and, pursuant to Rule 416 under the Securities Act of 1933,
as amended, an indeterminate number of shares of Common Stock as may be
issued from time to time upon exercise of such warrants or options by
reason of adjustment of the number of shares of Common Stock to be issued
upon such exercises under certain circumstances.
(2) Estimated solely for the purpose of calculating the registration fee.
(3) Pursuant to Rule 457(c), the price of the Common Stock is based upon the
average of the high and low prices of the Common Stock on the American
Stock Exchange on June 23, 1998.

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE
SECURITIES ACT OF 1933, OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.

<PAGE>

- --------------------------------------------------------------------------------
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.

<PAGE>

SUBJECT TO COMPLETION, DATED JUNE 29, 1998

PROSPECTUS

SERACARE, INC.
10,383,502 SHARES OF
COMMON STOCK
----------------------------------------------

This Prospectus relates to the sale by certain securityholders of Seracare,
Inc. (the "Company" or "Seracare") named herein (the "Selling Securityholders")
of up to an aggregate of 10,383,502 shares (subject to adjustment in certain
circumstances) of common stock, $0.001 par value per share (the "Common Stock"),
of the Company. 4,476,781 shares of the Common Stock offered by this Prospectus
were issued by the Company to certain of the Selling Securityholders in various
private placements completed by the Company between February 1996 and February
1998 which were exempt from registration pursuant to Section 4(2) of the
Securities Act of 1933, as amended (the "Securities Act"). The remaining
5,906,721 shares (subject to adjustment in certain circumstances) of Common
Stock offered by this Prospectus are issuable upon the exercise of warrants,
options and other convertible securities issued to certain of the Selling
Securityholders in one or more private placements completed by the Company
during the same period. See "Selling Securityholders."

The shares of Common Stock offered by this Prospectus may be sold from time
to time by the Selling Securityholders in one or more transactions on the
American Stock Exchange, in negotiated transactions or a combination of such
methods of sale, or otherwise, at market prices prevailing at the time of sale,
at prices related to such prevailing market prices or at negotiated prices
including (a) through ordinary brokerage transactions in which the broker
solicits purchases, (b) sales to one or more brokers or dealers as principal,
and the resale by such brokers or dealers for their account pursuant to this
Prospectus, including resales to other brokers and dealers, (c) block trades in
which the broker or dealer so engaged will attempt to sell the shares as agent
but may position and resell a portion of the block as principal in order to
facilitate the transaction, or (d) negotiated transactions with purchasers with
or without a broker or dealer. See "Plan of Distribution." On June 23, 1998,
the last reported sales price of the Common Stock of the Company on the American
Stock Exchange was $6.625 per share.

The Company will not receive any of the proceeds from the sale of the
shares of Common Stock being sold by the Selling Securityholders pursuant to
this Prospectus (although the Company will receive proceeds from the exercise of
certain warrants and options by the Selling Securityholders.) The Company has
agreed to bear the expenses incurred in connection with the registration of the
shares of Common Stock offered by this Prospectus. The Selling Securityholders
will pay or assume brokerage commissions or similar charges incurred in the sale
of the shares of Common Stock offered by this Prospectus. The Company has
agreed to indemnify certain of the Selling Securityholders against certain
liabilities under the federal securities laws.

THE SECURITIES OFFERED HEREBY INVOLVE A HIGH DEGREE OF RISK. SEE "RISK
FACTORS" BEGINNING ON PAGE 4 OF THIS PROSPECTUS.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.

THE DATE OF THIS PROSPECTUS IS JUNE , 1998.

<PAGE>

AVAILABLE INFORMATION

The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act") and in accordance
therewith files reports and other information with the Securities and Exchange
Commission (the "Commission"). Reports, proxy statements, information
statements and other information filed by the Company can be inspected and
copied at the public reference facilities maintained by the Commission at 450
Fifth Street, N.W., Washington, D.C. 20549, and at the following Regional
Offices of the Commission: Seven World Trade Center, New York, New York 10048
and Citicorp Center, Suite 1400, 500 West Madison Street, Chicago, Illinois
60661. Copies of such material can be obtained at prescribed rates from the
Public Reference Section of the Commission, at 450 Fifth Street, N.W.,
Washington, D.C. 20549. The Common Stock is listed on the American Stock
Exchange; reports, proxy statements, information statements and other
information filed by the Company with the American Stock Exchange can be
inspected at the offices of the American Stock Exchange at 86 Trinity Place, New
York, New York 10006. The Commission maintains a website that contains reports,
proxy statements, information statements and other information filed
electronically with the Commission at HTTP:WWW.SEC.GOV.

The Prospectus does not contain all the information set forth in the
Registration Statement (No. 333-_______) on Form S-3 (the "Registration
Statement") of which this Prospectus is a part, including exhibits thereto,
which has been filed with the Commission in Washington, D.C. Copies of the
Registration Statement and the exhibits thereto may be obtained, upon payment of
the fee prescribed by the Commission, or may be examined without charge, at the
office of the Commission or through the Commission's website.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents, which have been filed by the Company with the
Commission, as noted below, are incorporated by reference into this Prospectus:
(a) Annual Report on Form 10-KSB for the Fiscal Year Ended February 28, 1998;
and (b) the description of the Common Stock contained in the Company's
Registration Statement on Form 8-A filed with the Commission on March 20, 1998.

All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act, prior to the termination of the offering
of the securities covered by this Prospectus, shall be deemed to be incorporated
by reference herein and to be a part hereof from the date of filing such
documents. Any statement contained herein or in any document incorporated or
deemed to be incorporated by reference herein shall be deemed to be modified or
superseded for the purposes of this Prospectus to the extent that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed to
constitute a part of this Prospectus, except as so modified or superseded.

The Company hereby undertakes to provide without charge to each person,
including any beneficial owner, to whom a copy of this Prospectus has been
delivered, upon the written or oral request of such person, a copy of any or all
of the documents referred to in "Incorporation of Certain Documents by
Reference" which have been or may be incorporated in this Prospectus by
reference, other than exhibits to such documents. Requests for such copies
should be directed to the Company's Secretary at SeraCare, Inc., 1925 Century
Park East, Suite 1970, Los Angeles, California 90067, telephone number (310)
772-7777.

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RISK FACTORS

THE SECURITIES OFFERED HEREBY ARE HIGHLY SPECULATIVE IN NATURE AND INVOLVE
A HIGH DEGREE OF RISK. PRIOR TO MAKING AN INVESTMENT DECISION, PROSPECTIVE
INVESTORS IN THE COMPANY'S SECURITIES SHOULD GIVE CAREFUL CONSIDERATION TO,
AMONG OTHER THINGS, THE RISK FACTORS SET FORTH BELOW.

Except for historical information contained herein or incorporated by
reference, the matters discussed below (including without limitation, statements
indicating that the Company "expects", "estimates", "anticipates", or "believes"
and all other statements concerning future financial results, product offerings
or other events that have not yet occurred) are forward looking statements that
are made pursuant to the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995, Section 21E of the Securities Exchange Act of
1934, as amended, and Section 27A of the Securities Act of 1933, as amended.
Forward-looking statements involve known and unknown factors, risks and
uncertainties which may cause the Company's actual results in future periods to
differ materially from forecasted results. Those factors, risks and
uncertainties include, but are not limited to:

HISTORY OF OPERATING LOSSES

In January of 1994 the Company filed for bankruptcy protection under
Chapter 11 of the federal Bankruptcy Code, completing its reorganization in
February 1996. As of February 28, 1995, the Company had accumulated a retained
deficit of $5,759,070. For the fiscal year ended February 28, 1997, the Company
incurred an operating loss of $511,108.

Although the Company has experienced revenue growth in recent periods and
earned net income of $453,853 (which included other income of $854,682 from the
sale of Salvage Plasma) for the fiscal year ended February 28, 1998, this may
not be indicative of future performance, and there can be no assurance that the
Company's revenues will continue to increase or that the Company will be
profitable in the future.

RISKS AFFECTING IMPLEMENTATION OF GROWTH STRATEGY

The Company intends to continue its strategy of growth through acquisitions
and expansion into new markets. The Company's ability to successfully implement
this strategy depends on a number of factors, including access to capital,
receipt of applicable governmental approvals to collect and distribute plasma
and related products and the Company's ability to integrate acquired businesses
into its existing operations. There can be no assurance that the Company will
be successful in expanding its operations or entering new markets.

NEED FOR ADDITIONAL CAPITAL

Implementation of the Company's growth strategy will require additional
capital. The Company believes that its current cash balances and funds
available under the revolving line of credit established effective April 24,
1998 will be sufficient to satisfy its currently anticipated working capital
requirements. Acquisitions and major expansions, however, may require
additional financing. Such financings may include debt and equity financings by
the Company or additional bank borrowings (subject to contractual restrictions
on the Company's ability to issue debt or equity securities which are senior to
or PARI PASSU with the Company's 12% Senior Subordinated Debentures due 2005).
However, there can be no assurance that the Company will be able to obtain
additional capital on acceptable terms.

FLUCTUATIONS IN MARKET DEMAND FOR PLASMA

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The demand for plasma depends in large part on the number and uses of
products which require plasma components for their manufacture or production.
Most of the plasma which the Company collects and sells to its customers is used
in the manufacture of therapeutic products to treat certain diseases. Several
companies are attempting to develop and market products to treat these diseases
based upon technology which would lessen or eliminate the need for human blood
plasma. Such products, if successfully developed and marketed, could adversely
affect the demand for plasma.

DEPENDENCE ON SMALL NUMBER OF CUSTOMERS

For the fiscal year ended February 28, 1998, 87% of the Company's net sales
from the plasma collection operations were to three pharmaceutical and
diagnostic product manufacturers. As of May 31, 1998, approximately 50% of the
Company's sales were contracted with one customer, Grupo Grifols, S.A., of
Spain. Loss of this or any major customer or a material reduction in a major
customer's purchases of plasma could have a significant adverse effect upon the
Company and its operations.

TERMS OF SALE

The Company generally sells its plasma under contracts ranging from one to
three years which allow for annual pricing renegotiations. Pricing for product
deliveries is generally mutually agreed upon prior to the beginning of the
contract year and fixed for that year. Accordingly, the Company's operating
results may be adversely affected by any unforeseen increases in the cost of
collecting and selling plasma during the contract year.

COMPETITION

The Company competes for donors with pharmaceutical companies which may
collect plasma for their own use, other commercial plasma collection companies
and non-profit organizations such as the American Red Cross and community blood
banks which solicit the donation of whole blood. A number of these competitors
have access to greater financial, marketing and other resources than the
Company. If the Company is unable to maintain and expand its donor base, its
business and future prospects will be adversely affected.

GOVERNMENT REGULATION

The plasma collection and derivative products industry is heavily regulated
in the United States by federal, state and local regulations. Although the Food
and Drug Administration (the "FDA") administers the particulars of the Code of
Federal Regulations across the country, various state and local regulations also
apply and can be, in some cases, more restrictive.

In recent years the FDA has increased its focus on plasma centers and blood
banks and has through legal action closed a number of blood banks and plasma
centers in the U.S. The Company's management has closely monitored compliance
with applicable governmental regulations as well as with overall quality
assurance standards, and will continue to do so in the future. If the Company
is unable to comply with the FDA standards, the Company would be subject to
fines, penalties and even closure.

As of May 31, 1998, the Company had obtained QPP Certification (a
certification by the American Blood Resources Association which has become
the worldwide standard for plasma involving both procedural and donor
qualification standards) for 13 of its current centers and QPP certification
is pending for four centers. If the Company is unable to obtain or maintain
QPP certification or experiences delays in obtaining QPP certification, its
ability to find customers for its plasma would be adversely affected.
Industry implementation of the QPP certification program has resulted in a

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decrease in qualified donors due to the higher standards required for QPP
Certification. If the Company is unable to locate an adequate pool of donors,
its operations could be adversely affected.

The American Blood Resources Organization ("ABRA") established a voluntary
standard effective July 1, 1997 relating to the acceptance of new donors. All
first-time donor plasma is precluded from further manufacturing into therapeutic
products until a negative set of test results is obtained on the second donation
from the same donor within six months. This is intended to further minimize the
possibility of infected plasma interrupting the therapeutic products
manufacturing process cycle. Although the Company does not believe that this
new standard will have a significant impact on the volume of plasma shipped to
its customers, there can be no assurances as to the long-term impact or that
other measures may be imposed upon the Company in the future which may have an
adverse effect on operations.

While the Company believes that it is in compliance in all material
respects with applicable laws, rules and regulations, there can be no assurance
that it will be able to continue to comply with all such laws, rules and
regulations or that more restrictive laws, rules and regulations or enforcement
policies will not be adopted in the future which could make compliance more
difficult or expensive or otherwise adversely affect the Company's business or
prospects. There also can be no assurance that new plasma collection centers
will receive certification from the FDA.

GOVERNMENTAL REFORMS AND NO ASSURANCE OF ADEQUATE REIMBURSEMENT

Healthcare reform is a priority of many elected and appointed officials.
Some reform measures, if adopted, could adversely affect the pricing of
therapeutic products which are made from plasma or the amount of reimbursement
available for such from government agencies, third party payers and other
organizations. Other aspects of the pharmaceutical business which may benefit
the Company, such as the availability of orphan drug status, also could be
adversely affected.

YEAR 2000

Many computer systems experience problems handling dates beyond the year
1999. Therefore, some computer hardware and software will need to be modified
prior to the year 2000 in order to remain functional. The Company believes that
it has adequately addressed the risks associated with year 2000 compliance with
respect to its accounting and financial reporting systems. In many instances,
the Company has been informed by its software vendors that the software that the
Company is using is year 2000 compliant. In other instances, the Company will
address the issue as it deems necessary, which it expects to handle through
software upgrades. The Company anticipates that the cost associated with
becoming year 2000 compliant will not be significant. There can be no
assurance, however, that there will not be a delay in, or increased costs
associated with, the implementation of any required changes, and the Company's
inability to implement such changes expeditiously could have an adverse effect
on the Company.

DEPENDENCE ON KEY PERSONNEL

The Company's success will depend on its ability to attract, retain and
motivate the qualified personnel that will be essential to the Company's current
plans and future development. The competition for such personnel is
substantial, and there can be no assurance that the Company will be successful
in retaining its key employees or in attracting and retaining the required
additional personnel.

In particular, the Company's success will depend to a significant extent
upon the continued services of Barry Plost, the Company's Chairman and Chief
Executive Officer, Mr. Michael Crowley, President of the

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Western States Plasma Division, and Mr. William Cone, President of the Company's
Consolidated Technologies Division. The Company maintains key person life
insurance coverage with respect to each of these executives.

SIGNIFICANT INFLUENCE OF PRINCIPAL SHAREHOLDER

The Company's principal shareholder, Barry Plost, beneficially owns
approximately 20.8% of the Common Stock of the Company and, therefore, will have
the power to influence significantly the management and policies of the Company.

OUTSTANDING OPTIONS, WARRANTS AND CONVERTIBLE PREFERRED STOCK

As of the date of this Prospectus, the Company has outstanding (i) warrants
to purchase an aggregate of 2,556,858 shares of Common Stock, (ii) options to
purchase an aggregate of 2,622,805 shares of Common Stock, and (iii) 15,000
shares of Series B Convertible Preferred Stock, convertible into 300,000 shares
of Common Stock (in each case, subject to anti-dilution adjustments). In
addition, the Company has reserved for issuance 500,000 shares of Common Stock
upon exercise of options to be granted under the Company's 1997 Informal Stock
Compensation Plan. Holders of such warrants and options are likely to exercise
them when, in all likelihood, the Company could obtain additional capital on
terms more favorable than those provided in such warrants and options. Further,
while these warrants and options are outstanding, the Company's ability to
obtain additional financing on favorable terms may be adversely affected.

SHARES ELIGIBLE FOR FUTURE SALE

Sales of significant blocks of Common Stock in the public market by
existing shareholders could adversely affect the market price of the Common
Stock and may make it more difficult for the Company to sell its Common Stock in
the future at times and for prices that it deems appropriate. As of May 31,
1998, 7,335,539 shares of Common Stock were issued and outstanding, and an
additional 5,479,663 shares were issuable upon the exercise or conversion of
certain warrants, options and other convertible securities issued by the
Company. Several of the Selling Securityholders named in this Prospectus are
parties to registration rights agreements with the Company under which they
could require the Company to register and sell their shares in an underwritten
public offering. See "Selling Securityholders."

VOLATILITY OF STOCK PRICE

There has been a history of volatility in the market price of the Company's
Common Stock, and it is likely that the market price of the Company's Common
Stock will continue to be subject to potentially significant fluctuations. The
Company believes that future announcements concerning the Company, its
competitors, governmental regulations, litigation or unexpected losses, or the
failure to meet or exceed analysts projections of financial performance, may
cause the market price of the Common Stock to fluctuate substantially in the
future. Sales of substantial amounts of the Company's outstanding Common Stock
in the public market could also materially adversely affect the market price of
the Common Stock. These fluctuations, as well as general economic, political
and market conditions may materially adversely affect the market price of the
Common Stock.

LOW TRADING VOLUME; POSSIBLE LACK OF LIQUIDITY IN INVESTMENT

The trading volume in the Company's Common Stock has historically been
relatively low. The average daily trading volume on the American Stock Exchange
between March 25, 1998 (the date on which the shares were first listed for
trading on the American Stock Exchange) and June 15, 1998 has been 13,788
shares per day. Accordingly, investments in the Common Stock may be relatively
illiquid, and investors in the Common

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Stock must be prepared to bear the economic risks of such investment for an
indefinite period of time.

CONTINUATION OF AMERICAN STOCK EXCHANGE LISTING

Because of its history of operating losses and its net income for the
fiscal year ended February 28, 1998, the Company does not technically meet all
of the guidelines of the American Stock Exchange for continued listing of its
shares. Although the Company does not or may not meet all of the guidelines, to
date, the American Stock Exchange has chosen to allow the Company's shares to
remain listed. However, no assurances can be given that the Company's shares
will remain listed on the Exchange in the future. If the Company's shares are
delisted from the Exchange, there may be significantly reduced liquidity and a
concomitant decrease in stock price.

DEPENDENCE ON SUBSIDIARIES

The Company conducts operations through its subsidiaries. Therefore, a
principal internal source of cash for the Company and its ability to service its
debt depends in part upon the earnings of its subsidiaries and the distribution
of those earnings to, or upon loans or other payments of funds by those
subsidiaries to, the Company. The subsidiaries are separate and distinct legal
entities and have no obligation to pay or make funds available to the Company.
In addition, the payment of dividends and the making of loans and advances to
the Company by its subsidiaries are subject to statutory and contractual
restrictions. See "Risk Factors -- Absence of Dividends."

ABSENCE OF DIVIDENDS

The Company has not paid any cash dividends on its Common Stock since its
inception and, by reason of its contemplated financial requirements, does not
anticipate paying any cash dividends in the foreseeable future. It is
anticipated that earnings, if any, which may be generated from operations will
be used to finance the operations of the Company and to repay debt. In
addition, the documents governing the Company's existing line of credit and its
outstanding 12% Senior Subordinated Debentures prohibit the payment of dividends
and other restricted payments by the Company and its subsidiaries so long as
such obligations are outstanding.

POTENTIAL EFFECT OF ANTI-TAKEOVER PROVISIONS.

The Company is incorporated in the State of Delaware. Certain provisions
of Delaware law applicable to the Company, including Section 203 of the Delaware
General Corporation Law, could have the effect of delaying, deferring or
preventing a change of control of the Company. It is possible that Section 203
of the Delaware General Corporation Law may have the effect of delaying,
deferring or preventing a change of control of the Company, may discourage bids
for the Company's Common Stock at a premium over the market price of the Common
Stock and may adversely affect the market price of the Common Stock.

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THE COMPANY

The Company is an integrated collector, manufacturer and marketer of
plasma-based products and diagnostic tests. Through its wholly owned
subsidiaries, the Company collects and sells source and hyperimmune plasma to
manufacturers of pharmaceutical and diagnostic products. The Company also
manufactures biomedical materials and products and provides services to the
in-vitro diagnostic industry. For a more detailed description of the business
of the Company, including audited and unaudited financial information, see the
Company's 1998 Form 10-KSB and other documents referred to in "Documents
Incorporated by Reference."

The Company was incorporated under the laws of the State of Delaware
in 1991. Its principal business and executive offices are located at 1925
Century Park East, Suite 1970, Los Angeles, California 90967, telephone (310)
772-7777.

USE OF PROCEEDS

The Company will not receive any proceeds from the sale of the shares of
Common Stock offered by the Selling Securityholders pursuant to this Prospectus.
The Company will receive proceeds upon the exercise of warrants and options to
purchase shares of Common Stock held by certain of the Selling Securityholders
and offered by this Prospectus. The Company intends to use such proceeds, if
and when received, for working capital and general corporate purposes.

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SELLING SECURITYHOLDERS

The shares of Common Stock offered pursuant to this Prospectus have been or
will be issued to the Selling Securityholders (or their assignees) directly by
the Company as follows:

SERIES A FINANCING. In connection with two private placements
consummated as of June 1 and October 1, 1996, respectively, the Company
sold 376 units (the "Units"), each consisting of 5,000 shares of Common
Stock and 2,500 warrants (the "Series A Warrants") to purchase one share of
Common Stock. The offering of the Units (the "Series A Financing") was
consummated in reliance upon the exemption contained in Section 4(2) of the
Securities Act and in compliance with Rules 501-503 and 506 of Regulation D
promulgated under the Securities Act.

Each Series A Warrant entitles the holder thereof to purchase one
share of Common Stock (subject to certain anti-dilution adjustments)
initially at a price (the "Exercise Price") of $2.75 per share. Pursuant
to the terms of the Series A Warrants, the Exercise price will have been
reduced to $1.50 as a consequence of the date on which the underlying
shares of Common Stock will be registered with the Commission pursuant to
the Securities Act.

The Series A Warrants are exercisable at any time prior to the date
which is three years from the date of this Prospectus (subject to extension
under certain circumstances). The Company may, upon 30 days' advance
notice, redeem the outstanding Series A Warrants at a price of $.01 per
Series A Warrant at any time that the closing price per share of the Common
Stock for a period of 20 consecutive trading days exceeds $2.00 (133% of
the current Exercise Price).

On October 10, 1997, the Company permitted each holder of Series A
Warrants, at the option of such holder, to do a "cashless" exercise of
their Series A Warrants (the "Series A Cashless Exercise"), pursuant to
which the holder would receive one share of Common Stock for every two
Series A Warrants. At the time of the Series A Cashless Exercise, the
Company's Board of Directors determined in good faith that value of the
Common Stock was equal to $5.50 per share. Holders of 615,000 Series A
Warrants elected to exercise such warrants in the Series A Cashless
Exercise.

The shares of Common Stock included in the Units, the shares issuable
upon exercise of the outstanding Series A Warrants and the shares issued in
the Series A Cashless Exercise are being registered under the Securities
Act pursuant to the terms of a registration rights agreement (the "Series A
Registration Rights Agreement") entered into between the Company and the
purchasers in the Series A Financing. Of the shares of Common Stock
offered pursuant to this Prospectus, 1,880,000 shares were issued and
included in the Units, 325,000 shares are issuable upon the exercise of
outstanding Series A Warrants, and 307,500 shares were issued in the Series
A Cashless Exercise. Pursuant to the terms of the Series A Registration
Rights Agreement, the Company has agreed to indemnify Selling
Securityholders who sell, pursuant to this Prospectus, shares issued or to
be issued in connection with the Series A Financing against certain
liabilities, including liabilities under the federal securities laws.

In connection with the Series A Financing, the Company also issued to
certain finders warrants to purchase an aggregate of 34,500 shares of
Common Stock (the "Series A Dealer Warrants") pursuant to a placement agent
agreement. The Dealer Warrants were subsequently exchanged by the holders
thereof for 69,000 shares of the Company's Common Stock as part of the
Series A Cashless Exercise.

OCTOBER AND DECEMBER 1997 EQUITY PRIVATE PLACEMENTS. On October 31,
1997, the Company issued an aggregate of 320,000 shares of Common Stock at
a price of $3.125 per share to three accredited

9
<PAGE>

investors (the "October 1997 Private Placement"). On December 22, 1997,
the Company issued an aggregate of 150,000 shares of Common Stock at a
price of $5.00 per share to four accredited investors (the "December 1997
Private Placement"). The October 1997 Private Placement and the December
1997 Private Placement were each exempt from registration under Section
4(2) of the Securities Act. The shares issued in these two private
placements are being registered under the Securities Act pursuant to
piggy-back registration rights which were granted to the investors.

SERIES B PREFERRED FINANCING. On December 18, 1997, the Company
issued and sold 15,000 shares of its Series B Convertible Preferred Stock,
$.001 par value per share (the "Series B Preferred Stock"), to BT Holdings
(New York), Inc. ("BT Holdings") in a private placement which was exempt
from registration pursuant to Section 4(2) of the Securities Act. The
Series B Preferred Stock has a $100 per preferred share liquidation
preference.

The shares of Series B Preferred Stock are convertible at anytime into
300,000 shares of Common Stock (subject to certain anti-dilution
adjustments), except that BT Holdings may not convert any share of Series B
Preferred Stock into Common Stock if, after such conversion, BT Holdings
and its affiliates (within the meaning of the Exchange Act) shall
beneficially own more than 4.99% of the outstanding Common Stock of the
Company. The investors received piggy-back registration rights and
after September 30, 1998 may exercise demand registration rights.
Such shares are also subject to certain restrictions on transfer
including a lock-up provision for 14 days preceding and 90 days after
the effective date of a registration statement covering any underwritten
public offering of the Company's securities.

The 300,000 shares of Common Stock issuable upon conversion of the
Series B Preferred Stock are included in this Prospectus and are being
registered under the Securities Act pursuant to the registration rights
granted to BT Holdings in the Preferred Stock Purchase Agreement dated
December 18, 1997 (the "Series B Purchase Agreement"). Under the terms of
the Series B Purchase Agreement, the Company has agreed to indemnify BT
Holdings against certain liabilities in connection with any sale of Common
Stock pursuant to this Prospectus, including liabilities under the federal
securities laws.

1998 BRIDGE FINANCING. On January 12, 1998, the Company borrowed an
aggregate principal amount of $1,157,500 from 14 individual investors (the
"Bridge Investors"), including certain of the Company's officers and
directors. The Company executed and delivered to each of the Bridge
Investors a promissory note, certain of which the Company repaid out of the
proceeds from the sale of the Company's 12% Senior Subordinated Debentures
and certain of which were repaid from the Company's revolving line of
credit.

As part of the 1998 Bridge Financing, the Company also issued to the
Bridge Investors (and to certain persons acting as "finders" in connection
with such financing) warrants (the "Bridge Warrants") to purchase an
aggregate of 1,192,500 shares of Common Stock at prices ranging from $3.50
to $4.00 per share. On February 10, 1998, the Company permitted each
Bridge Investor holding a $3.50 Bridge Warrant and the finders, at the
option of such investor or finder, to do a "cashless" exercise of their
Bridge Warrants, pursuant to which the Bridge Investor would receive one
share of Common Stock for every two Bridge Warrants. At the time of this
cashless exercise, the Company's Board of Directors determined in good
faith that the value of the Common Stock was equal to $7.00 per share.
Bridge Investors and finders holding an aggregate of 942,000 Bridge
Warrants elected to exercise such warrants in this cashless exercise.

Of the shares of Common Stock offered pursuant to this Prospectus,
285,000 shares are issuable upon the exercise of outstanding Bridge
Warrants.

1998 SENIOR SUBORDINATED DEBENTURES AND INVESTOR WARRANTS. On
February 13, 1998, the Company issued $16,000,000 aggregate amount of its
12% Senior Subordinated Debentures due 2005 (the "1998 Senior Subordinated
Debentures") to four accredited investors (the "Investors"). Concurrent
with the issuance of the 1998 Senior Subordinated Debentures, the Company
also issued to the Investors warrants (the "1998 Investor Warrants) to
purchase an aggregate of 2,100,572 shares of Common Stock

10
<PAGE>

(subject to certain anti-dilution adjustments and subject to increase or
decrease depending on the Company's earnings performance during the 1999
and 2000 fiscal years). The 1998 Senior Subordinated Debentures and the
1998 Investor Warrants were issued pursuant to a Securities Purchase
Agreement dated February 13, 1998 (the "Securities Purchase Agreement") in
a private placement transaction exempt from registration pursuant to
Section 4(2) under the Securities Act.

The 1998 Investor Warrants are exercisable at anytime at a price of
$.01 per share and may be exercised on a "cashless" basis. The Investors
may require the Company to repurchase the Investor Warrants following a
"change in control" of the Company (as defined in the Securities Purchase
Agreement) at a price equal to the then fair market value of the underlying
shares of Common Stock LESS the exercise price. The Company has the option
to redeem the 1998 Investor Warrants at a redemption price of $1.00 per
1998 Investor Warrant following certain public offerings of the Company's
securities and repayment in full of the 1998 Senior Subordinated
Debentures.

The shares of Common Stock issuable upon exercise of the 1998 Investor
Warrants are being registered under the Securities Act pursuant to a
Registration Rights Agreement dated as of February 13, 1998, among the
Company and the Investors. Under the terms of the Registration Rights
Agreement, the Company has agreed to indemnify the Investors against
certain liabilities in connection with the sale of Common Stock pursuant to
this Prospectus, including liabilities under the federal securities laws.
The Investors and the Company are also parties to a Securityholders
Agreement which, among other things, grants certain rights to the Investors
to nominate persons to the Company's Board of Directors.

EMPLOYEE AND DIRECTOR STOCK OPTIONS. 1,174,597 shares of Common Stock
offered by this Prospectus (subject to certain anti-dilution adjustments)
are issuable upon the exercise of certain options granted by the Company to
directors, officers and employees of the Company between February 1996 and
the date of this Prospectus as compensation for services rendered to the
Company. Each of such options was granted in a transaction exempt from
registration pursuant to Section 4(2) under the Securities Act. The
material terms of such options are described in the footnotes to the table
below.

The remaining shares of Common Stock offered by this Prospectus have
been issued (or are issuable upon the exercise of certain convertible
securities which have been issued) in various transactions exempt from
registration pursuant to Section 4(2) of the Securities Act as described in
the footnotes to the table below.

The following table sets forth certain information regarding beneficial
ownership of the Company's Common Stock by the Selling Securityholders as of
April 30, 1998 and the number of shares which may be offered pursuant to this
Prospectus for the account of each of the Selling Securityholders or their
transferees or distributees from time to time. Except as described in the
footnotes to the table, to the best of the Company's knowledge, none of the
Selling Securityholders has had any position, office or other material
relationship with the Company or any of its affiliates during the past three
years.

11
<PAGE>

Number of Shares Maximum Number of Number of Shares Percentage of Outstanding
Beneficially Shares Which May Beneficially Owned Shares Beneficially Owned
Owned Prior to be Sold in This Following This Following This Offering(2)
Selling Securityholder Offering(1) Offering Offering(2)
- ------------------------------------------------- ---------------- ----------------- ------------------ --------------------------
<S> <C> <C> <C> <C>
1994 Ascot Financial Ltd., a Partnership 10,000(3) 10,000(3) 0 *

AI International Corporate Holdings Ltd. 318,749(4) 318,749(4) 0 *

The Arel Co. 31,250(5) 31,250(5) 0 *

David J. Anderson 6,250(6) 6,250(6) 0 *

The Samuel & Mary Ann Anderson Trust(7) 191,932(8) 125,432(8) 66,500 *

Samuel D. Anderson(9) 150,000(10) 150,000(10) 0 *

Samuel D. Anderson, Jr.(11) 2,909(12) 2,909(12) 0 *

Darrell Atkin 12,500(13) 12,500(13) 0 *

Marshall M. Becker(14) 62,863(15) 62,863(15) 0 *

Rachel R. Bensimon 81,250(16) 81,250(16) 0 *

Michael Besen(17) 6,250(18) 6,250(18) 0 *

Steven Besen(19) 1,250(20) 1,250(20) 0 *

Brivis Investments, Ltd. 250,000(21) 250,000(21) 0 *

Brown Brothers Harriman & Co.(22) 13,793(23) 13,793(23) 0 *

BT Holdings (New York), Inc.(24) 300,000(25) 300,000(25) 0 *

Jerry L. Burdick(26) 92,111(27) 92,111(27) 0 *

Douglas Campbell 17,500(28) 17,500(28) 0 *

Bernard S. Carrey 7,500(29) 7,500(29) 0 *

Consolidated Technologies, Inc. 436,364(30) 436,364(30) 0 *

Crowley Charitable Remainder Unitrust(31) 122,500(32) 122,500(32) 0 *

Michael and Mary A. Crowley, as Joint Tenants 1,250(33) 1,250(33) 0 *

Michael F. Crowley, Jr.(34) 1,250(35) 1,250(35) 0 *

Lee A. and Marie R. Crowton(36) 2,500(37) 2,500(37) 0 *

Marie R. Crowton(38) 5,000(39) 5,000(39) 0 *

Linda DeLuca(40) 9,251(41) 6,251(41) 3,000 *

DLJSC as Custodian for Stanley S. Becker(42) 37,500(43) 37,500(43) 0 *

DLJSC as Custodian for Samuel E. Benjamin, MD 31,250(44) 31,250(44) 0 *

Doherty & Co. 37,500(45) 37,500(45) 0 *

Doherty Trust B 12,500(46) 12,500(46) 0 *

Dominion Fund, Ltd. 219,930(47) 219,930(47) 0 *

Fuelship & Company, as nominee of the Trust for
Defined Benefit Plans of Zeneca Holdings, Inc.(48) 244,927(49) 244,927(49) 0 *

Brad Gaspard 600,000(50) 600,000(50) 0 *

Steven and Beth Glassman 25,068(51) 12,500(51) 12,568 *

12
<PAGE>

The Gordon Fund, L.P. 55,000(53) 55,000(53) 0 *

James J. Hanosh, Jr. 18,750(54) 18,750(54) 0 *

Hare & Co., as nominee 398,046(55) 398,046(55) 0 *

Elliott H. Herskowitz 1,250(56) 1,250(56) 0 *

William Hitchcock 209,997(57) 43,750(57) 166,247 1.3%

Herb Hoelscher 106,590(58) 43,750(58) 62,840 *

Adam J. Holiber 25,000(59) 25,000(59) 0 *

James A. Holland(60) 48,750(61) 31,250(61) 17,500 *

Sue Ann B. Holland(62) 50,000(63) 25,000(63) 25,000 *

Gary R. and Nanette J. Hoxer 2,500(64) 2,500(64) 0 *

Ezzat Jallad(65) 40,000(66) 15,000(66) 25,000 *

Ronald Levin 45,000(67) 45,000(67) 0 *

Kenneth R. Levine 72,088(68) 72,088(68) 0 *

Eli Levitin 35,000(69) 35,000(69) 0 *

The Lincoln Fund, L.P. 340,000(70) 340,000(70) 0 *

The Lincoln Fund Tax Advantaged, L.P. 40,000(71) 40,000(71) 0 *

Guadalupe Lopez & Rosa Lopez 18,750(72) 18,750(72) 0 *

Jack Malinow 18,750(73) 18,750(73) 0 *

James and Holly McConnaughy 18,750(74) 18,750(74) 0 *

Neil Matlins 25,000(75) 25,000(75) 0 *
Matlins Financial Consulting Inc. Profit Sharing
Plan 10,000(76) 10,000(76) 0 *

Nap & Company, as nominee for Delaware State
Employees' Retirement Fund 1,323,360(77) 1,323,360(77) 0 *

George L. Newport and Lorene F. Newport 16,250(78) 16,250(78) 0 *

Northman & Co., as nominee for the Trust for
Defined Benefit Plans of ICI American Holdings,
Inc. 364,239(79) 364,239(79) 0 *

Brian Olson(80) 73,851(81) 28,073(81) 45,778 *

Barry D. Plost(82) 1,844,944(83) 1,569,647(83) 275,297 2.2%

Rena Plost(84) 18,750(85) 18,750(85) 0 *

Susan Preston(86) 30,000(87) 30,000(87) 0 *

Brad C. Rabe(88) 351,389(89) 351,389(89) 0 *

Marvin S. Rabe(90) 60,000(91) 60,000(91) 0 *

Marvin S. Rabe Trust 10,000(92) 10,000(92) 0 *

13
<PAGE>

Jacob Safier 65,000(94) 65,000(94) 0 *

Silver State Plasma Products 112,813(95) 112,813(95) 0 *

Mary F. Smith 40,750(96) 40,750(96) 0 *

Vickie J. Smith 7,500(97) 7,500(97) 0 *

South Ferry #2 LLP 150,000(98) 150,000(98) 0 *

Sovereign Partners, Ltd. 109,966(99) 109,966(99) 0 *

Ann Stevenson(100) 2,909(101) 2,909(101) 0 *

Stranco Investments, Ltd. 250,000(102) 150,000(102) 100,000 *

James K. and Julie M. Strattman 43,750(103) 43,750(103) 0 *

Robert A. Strattman and Joan F. Strattman 37,500(104) 37,500(104) 0 *

Stuart Sundlun 47,616(105) 47,616(105) 0 *

Sutro & Co. Incorporated(106) 131,286(107) 131,286(107) 0 *

Dr. Nelson Teng(108) 380,000(109) 315,000(109) 65,000 *

Vestcap International Management, Ltd. 200,000(110) 200,000(110) 0 *

Vestcom, Ltd. 12,500(111) 12,500(111) 0 *

Western States Group, Inc. Employees Retirement
Trust(112) 65,000(113) 65,000(113) 0 *

Darren B. Wilde and Amy C. Wilde 7,500(114) 7,500(114) 0 *

Mark J. Willey 6,250(115) 6,250(115) 0 *

C.L. Winther(116) 388,267(117) 388,267(117) 0 *

Chang Ming Teng(118) 25,000(119) 25,000(119) 0 *

Nick Fortson 1,750(119) 1,750(119) 0 *

</TABLE>

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

* Less than one percent of class.

(1) Assumes exercise of all options and warrants beneficially owned by the
Selling Securityholder at the exercise price and for the maximum
number of shares permitted as of the date of this Prospectus.
(2) Assumes that each Selling Securityholder will sell all of the shares
of Common Stock offered pursuant to this Prospectus, but not any
other shares of Common Stock beneficially owned by such
Securityholder.
(3) Shares were issued by the Company to 1994 Ascot Financial Ltd., a
Partnership in a private placement in June 1997. The shares were
issued for cash at a price of $2.00 per share. 1994 Ascot
Financial, Ltd. is owned and controlled by Michael and Mary Crowley.
See footnote 31.
(4) Includes 150,000 shares issued by the Company to AI International
Corporate Holdings Ltd. ("AI International") in January 1998 upon
conversion by AI International of a $150,000 convertible promissory
note which was originally issued by the Company in September 1997.
Also includes shares which are issuable upon the exercise of
warrants issued in connection with the convertible promissory note
as follows: (a) 126,562 shares, exercisable at a price of $2.50
per share, expiring September 15, 2000; and (b) 42,187 shares,
exercisable at a price of $3.00 per share, expiring September 15,
2000. The subject warrants provide for anti-dilution adjustments
upon the occurrence of certain events.
(5) Includes 25,000 shares issued in the Series A Financing and 6,250
shares received in connection with the Series A Cashless Exercise.
(6) Shares were received by Mr. Anderson in connection with the Series A
Cashless Exercise.
(7) Samuel D. Anderson, a trustee and a beneficiary of the Samuel and Mary
Ann Anderson Trust, is a director of the Company and has a
consulting agreement with the Company.
(8) Includes 99,182 shares issued in the Series A Financing and 26,250
shares received in connection with the Series A Cashless Exercise.
(9) Samuel D. Anderson is a director of the Company and the father of
Samuel D. Anderson, Jr. and Ann Stevenson (each of whom is also
named as a Selling Securityholder in this Prospectus).
(10) Includes shares which are issuable upon exercise of options as
follows: (a) 30,000 shares, at an exercise price of $1.50 per
share, expiring April 1, 2001; (b) 20,000 shares, at an exercise
price of $1.00 per share, expiring July 2, 2001; and (c) 100,000
shares, at an exercise price of $2.25 per share, expiring

14
<PAGE>

September 11, 2002. Such options were granted to Mr. Anderson for
services rendered as a director of the Company.
(11) Samuel D. Anderson, Jr. is the son of Samuel D. Anderson and the
brother of Ann Stevenson (each of whom is also named as a Selling
Securityholder in this Prospectus).
(12) Shares were initially issued by the Company in the Series A Financing
and were given to Mr. Anderson in December 1997 by the Samuel and
Mary Ann Anderson Trust.
(13) Includes 10,000 shares issued in the Series A Financing and 2,500
shares received in connection with the Series A Cashless Exercise.
(14) Marshall M. Becker is the son of Stanley S. Becker (who is also named
as a Selling Securityholder in this Prospectus).
(15) Includes 10,500 shares which are issuable upon exercise of Bridge
Warrants issued in connection with the 1998 Bridge Financing. Such
warrants are exercisable at a price of $4.00 per share and expire
on January 12, 2001. Also includes 7,950 shares which were issued
to Mr. Becker as a "finders fee" in connection with the 1998 Bridge
Financing. The remaining 44,413 shares were issued to Mr. Becker
by the Company in consideration of his services as a "finder" in
connection with various private placements of securities by the
Company between February 1996 and June 1997.
(16) Includes 65,000 shares issued in the Series A Financing and
16,250 shares received in connection with the Series A Cashless
Exercise.
(17) Michael Besen is the brother of Steven Besen (who is also named as a
Selling Securityholder in this Prospectus).
(18) Includes 5,000 shares issued in the Series A Financing and 1,250
shares received in connection with the Series A Cashless Exercise.
(19) Steven Besen is the brother of Michael Besen (who is also named as a
Selling Securityholder in this Prospectus).
(20) Shares were received in connection with the Series A Cashless Exercise.
(21) Includes 125,000 shares issued by the Company to Brivis Investments,
Ltd. ("Brivis") in January 1998 upon conversion by Brivis of a
$125,000 convertible promissory note which was originally issued by
the Company in September 1997. Also includes shares which are
issuable upon the exercise of warrants issued in connection with
the convertible promissory note as follows: (a) 93,750 shares,
exercisable at a price of $2.50 per share, expiring between
September 10 and September 22, 2000; and (b) 31,250 shares,
exercisable at a price of $3.00 per share, expiring between
September 10 and September 22, 2000. The subject warrants provide
for certain anti-dilution adjustments upon the occurrence of
certain events.
(22) On April 24, 1998, the Company and its wholly owned subsidiaries
entered into a Revolving Loan and Security Agreement (the
"Revolving Loan Agreement") and certain ancillary agreements with
Brown Brothers Harriman & Co., providing for a $10 million
revolving line of credit to the Company.
(23) Represents shares which are issuable upon exercise of a warrant issued
by the Company to Brown Brothers Harriman & Co. on April 24, 1998
in connection with the Loan and Security Agreement. The warrant is
exercisable at a price of $.01 per share and expires on April 24,
2003. The warrant provides for anti-dilution adjustments upon the
occurrence of certain events. The shares issuable upon exercise of
the warrant are being registered pursuant to the registration
rights provisions contained in the warrant. The Company has agreed
to indemnify Brown Bros. Harriman & Co. for certain liabilities in
connection with the sale of the shares pursuant to this Prospectus,
including liabilities under the federal securities laws.
(24) BT Holdings (New York), Inc. is an affiliate of Bankers Trust. (see
note 55).
(25) Represents shares issuable upon conversion of 15,000 shares of the
Company's Series B Preferred Stock.
(26) Mr. Burdick is the Executive Vice President and Chief Financial
Officer of the Company.
(27) Includes shares which are issuable upon exercise of employee stock
options as follows: (a) 42,110 shares, exercisable at a price of
$1.25 per share, expiring February 6, 2001; (b) 25,000 shares,
exercisable at a price of $2.00 per share, expiring May 28, 2002;
and (c) 25,000 shares, exercisable at a price of $5.50 per share,
expiring April 28, 2003. Also includes one share issued to Mr.
Burdick in January 1997 as employee compensation.
(28) Shares were received in connection with the Series A Cashless Exercise.
(29) Includes 5,000 shares issued in the Series A Financing and 2,500
shares issuable upon exercise of Series A Warrants held by Mr.
Carrey.
(30) Represents shares received by Consolidated Technologies, Inc. ("CTI")
as partial consideration for the sale of substantially all of its
assets to the Company pursuant to that certain Asset Purchase
Agreement dated as of February 13, 1998, by and among the Company,
CTI and Conco Associates, Inc. (the "CTI Agreement"). William T.
Cone, the principal shareholder of CTI, is a director of the
Company and the President of SeraCare Technology, Inc. (dba
Consolidated Technologies), a wholly owned subsidiary of the
Company. The shares are being registered pursuant to the
registration rights provisions contained in the CTI Agreement. The
Company has agreed to indemnify CTI for certain liabilities in
connection with the sale of the shares pursuant to this Prospectus,
including liabilities under the federal securities laws.
(31) Mr. Michael F. Crowley and Ms. Mary Crowley are trustees and
beneficiaries of the Crowley Charitable Remainder Unitrust. Mr.
Crowley is a director of the Company and the President of The
Western States Group, Inc. ("WSG"), a wholly owned subsidiary of
the Company. Mrs. Crowley is an employee of WSG. Mr. and Mrs.
Crowley are the parents of Michael F. Crowley, Jr. (who is also
named as a Selling Securityholder in this Prospectus).
(32) Represents shares received by the Unitrust as partial consideration
for the sale of WSG stock to the Company pursuant to that certain
Stock Purchase Agreement dated as of February 13, 1998 (the "WSG
Agreement"). The shares are being registered pursuant to the
registration rights provisions contained in the WSG Agreement. The
Company has agreed to indemnify the Unitrust for certain
liabilities in connection with the sale of the shares pursuant to
this Prospectus, including liabilities under the federal securities
laws.
(33) Represents shares received as partial consideration for the sale of
WSG stock to the Company pursuant to the WSG Agreement. The shares
are being registered pursuant to the registration rights provisions
contained in the WSG Agreement. The Company has agreed to
indemnify Mr. and Mrs. Crowley for certain liabilities in
connection with the sale of the shares pursuant to this Prospectus,
including liabilities under the federal securities laws.
(34) Michael F. Crowley, Jr. is the son of Michael F. Crowley and Mary
Crowley, and is an employee of WSG, the Company's wholly owned
subsidiary.
(35) Represents shares received as partial consideration for the sale of
WSG stock to the Company pursuant to the WSG Agreement. The shares
are being registered pursuant to the registration rights provisions
contained in the WSG Agreement. The Company has agreed to
indemnify Mr. Crowley for certain liabilities in connection with
the sale of the shares pursuant to this Prospectus, including
liabilities under the federal securities laws.
(36) Marie Crowton is the sister of Brad Rabe and the daughter of Marvin
Rabe (each of whom is also named as a Selling Securityholder in
this Prospectus).
(37) Shares are issuable upon exercise of Series A Warrants held by Mr. and
Mrs. Crowton.
(38) Marie Crowton is the sister of Brad Rabe and the daughter of Marvin
Rabe (each of whom is also named as a Selling Securityholder in
this Prospectus).
(39) Shares are issuable upon exercise of Series A Warrants held by Ms.
Crowton.
(40) Ms. DeLuca was an employee of the Company until July 1997.
(41) Includes 5,000 shares issued in the Series A Financing and 1,250
shares received in connection with the Series A Cashless Exercise.
Also includes one share issued to Ms. DeLuca in January 1997 as
employee compensation.

15
<PAGE>

(42) Stanley S. Becker is the father of Marshall M. Becker (who is also
named as a Selling Securityholder in the Prospectus).
(43) Includes 30,000 shares issued in the Series A Financing and 7,500
shares received in connection with the Series A Cashless Exercise.
Amounts exclude 138,244 shares held directly by Stanley S. Becker.
(44) Includes 25,000 shares issued in the Series A Financing and 6,250
shares received in connection with the Series A Cashless Exercise.
Amounts exclude 194,800 shares held directly by Dr. Benjamin.
(45) Includes 30,000 shares issued in the Series A Financing and 7,500
shares received in connection with the Series A Cashless Exercise.
(46) Includes 10,000 shares issued in the Series A Financing and 2,500
shares received in connection with the Series A Cashless Exercise.
(47) Shares were issued to Dominion Fund, Ltd. in November 1997 in a
private placement by the Company at a price of $4.5469 per share.
The Company has the right to repurchase the shares at a price of
$6.061 per share so long as they are held by Dominion Fund, Ltd.
In addition, the investors received mandatory registration rights
wherein the Company is required to have an effective registration
statement covering such shares by March 20, 1998. The penalty for
not having an effective registration statement is two percent of
the amount invested for each 30 day period after March 20, 1998.
(48) Pecks Management Partners Ltd. ("Pecks") acts as investment advisor to
the Trust for the Defined Benefit Plans of Zeneca Holdings, Inc.
Robert J. Cresci, a director of the Company, is a Managing Director
of Pecks.
(49) Represents shares issuable upon exercise of Investor Warrants issued
in connection with the Company's 1998 Senior Subordinated
Debentures.
(50) Includes 400,000 shares issued in the Series A Financing and 200,000
issuable upon exercise of Series A Warrants held by Mr. Gaspard.

(51) Includes 10,000 shares issued in the Series A Financing and 2,500
shares received in connection with the Series A Cashless Exercise.
6,250 of such shares are held by Delaware Charter Guaranty and
Trust Company for the benefit of Dr. Glassman's individual
retirement account.
(52) Shares were received in connection with the Series A Cashless Exercise.
(53) Includes 40,000 shares issued in the October 1997 Private Placement
and 15,000 shares issued in the December 1997 Private Placement.
(54) Includes 15,000 shares issued in the Series A Financing and 3,750
shares received in connection with the Series A Cashless Exercise.
(55) Includes (a) 230,000 shares held as nominee for Bankers Trust and
issued in a private placement in October 1997 at a price of $3.125
per share. Investors received piggy-back registration rights and
are subject to certain restrictions on transfer including a lock-up
provision for 14 days preceding and 180 days after the effective date
of a registration statement covering any underwritten public offering
of the Company's securities; and (b) 168,046 shares issuable upon the
exercise of Investor Warrants issued in connection with the 1998
Senior Subordinated Debentures. Hare & Co. holds the Investor
Warrants as nominee for the J.W. McConnell Family Foundation. Pecks
acts as investment advisor to the J.W. McConnell Family Foundation.
Robert J. Cresci, a director of the Company, is a Managing Director
of Pecks.
(56) Shares were received in connection with the Series A Cashless Exercise.
(57) Includes 35,000 shares issued in the Series A Financing and 8,750
shares received in connection with the Series A Cashless Exercise.
(58) Includes 35,000 shares issued in the Series A Financing and 8,750
shares received in connection with the Series A Cashless Exercise.
(59) Includes 20,000 shares issued in the Series A Financing and 5,000
shares received in connection with the Series A Cashless Exercise.
(60) James A. Holland is the spouse of Sue Ann B. Holland and the
brother-in-law of Samuel D. Anderson (each of whom is also named as
a Selling Securityholder in this Prospectus).
(61) Includes 5,000 shares issued in the Series A Financing and 1,250
shares received in connection with the Series A Cashless Exercise.
Also includes 25,000 shares which are subject to warrants,
exercisable at a price of $2.00 per share, and expiring on May 20,
2000. Such warrants were issued by the Company in connection with
a loan made by Mr. Holland to the Company on May 20, 1997. The
warrants provide for anti-dilution adjustments upon the occurrence
of certain events.
(62) Ms. Holland is the spouse of Mr. James A. Holland and the sister of
Mr. Samuel D. Anderson (each of whom is also named as a Selling
Securityholder in this Prospectus).
(63) Includes 25,000 shares which are issuable upon the exercise of
warrants issued by the Company in connection with a loan made by
Ms. Holland to the Company on October 20, 1997. The warrants are
exercisable at a price of $2.00 per share and expire on October 20,
2000. The warrants provide for anti-dilution adjustments upon the
occurrence of certain events.
(64) Shares are issuable upon exercise of Series A Warrants held by Mr. and
Mrs. Hoxer.
(65) Mr. Jallad is a director of the Company.
(66) Includes 15,000 shares which are issuable upon the exercise of options
granted by the Company to Mr. Jallad, exercisable at $2.25 per
share and expiring on September 11, 2002. The options were granted
by the Company to Mr. Jallad as compensation for his services as a
director of the Company.
(67) Includes 30,000 shares issued in the Series A Financing and 15,000
shares issuable upon exercise of Series A Warrants held by Mr.
Levin.
(68) Includes 15,750 shares which are issuable upon exercise of Bridge
Warrants issued in connection with the 1998 Bridge Financing. Such
warrants are exercisable at a price of $4.00 per share and expire
on January 12, 2001. Also includes 11,925 shares which were issued
to Mr.Levine as a "finders fee" in connection with the 1998 Bridge
Financing. The remaining 44,413 shares were issued to Mr. Levine
by the Company in consideration of his services as a "finder" in
connection with various private placements of securities by the
Company between February 1996 and June 1997.
(69) Represents shares issuable upon exercise of Bridge Warrants granted to
Mr. Levitin in connection with the 1998 Bridge Financing. Such
warrants are exercisable at a price of $4.00 per share and expire
on January 12, 2001.
(70) Includes 240,000 shares issued in the October 1997 Private Placement
and 100,000 shares issued in the December 1997 Private Placement.
(71) Represents 40,000 shares issued in the October 1997 Private Placement.
(72) Includes 15,000 shares issued in the Series A Financing and 3,750
shares received in connection with the Series A Cashless Exercise.
(73) Includes 15,000 shares issued in the Series A Financing and 3,750
shares received in connection with the Series A Cashless Exercise.
(74) Includes 15,000 shares issued in the Series A Financing and 3,750
shares received in connection with the Series A Cashless Exercise.
(75) Represents 25,000 shares issued in the December 1997 Private Placement.
(76) Represents 10,000 shares issued in the December 1997 Private Placement.
(77) Represents shares issuable upon exercise of Investor Warrants issued
in connection with the Company's 1998 Senior Subordinated
Debentures. Pecks acts as investment advisor to the Delaware
State Employee's Retirement Fund. Robert J. Cresci, a director of
the Company, is a Managing Director of Pecks.
(78) Includes 5,000 shares issued in the Series A Financing and 1,250
shares received in connection with the Series A Cashless Exercise.
Also includes 10,000 shares issued pursuant to the cashless exercise
of Bridge Warrants.
(79) Represents shares issuable upon exercise of Investor Warrants issued
in connection with the Company's 1998 Senior Subordinated
Debentures. Pecks acts as investment advisor to the trust for
Defined Benefits Plans of ICI American Holdings, Inc. Robert J.
Cresci, a director of the Company, is a Managing Director of Pecks.
(80) Mr. Olson served as an executive officer of the Company until April
1998.
(81) Includes 28,073 shares which are issuable upon the exercise of options
granted to Mr. Olson by the Company. Such options are exercisable
at a price of $1.70 per share and expire on February 6, 1999.

16
<PAGE>

(82) Mr. Plost is the Chairman of the Board and Chief Executive Officer of
the Company, and is the spouse of Rena Plost (who is also named as
a Selling Securityholder in this Prospectus).
(83) Includes 140,000 shares issued in the Series A Financing and 35,000
shares received in connection with the Series A Cashless Exercise.
Also includes shares which are issuable upon exercise of employee
stock options as follows: (a) 150,000 shares, exercisable at a
price of $1.00 per share expiring on February 6, 2001; (b) 56,147
shares, exercisable at a price of $1.25 per share, expiring on
February 6, 2001; (c) 50,000 shares, exercisable at a price of
$2.00 per share, expiring on February 6, 2001; (d) 50,000 shares,
exercisable at a price of $3.00 per share, expiring on February 6,
2001; and (e) 100,000 shares, exercisable at a price of $3.00 per
share, expiring on September 11, 2002. Also includes 988,500
shares (subject to certain anti-dilution adjustments) which are
issuable upon exercise of various warrants granted by the Company
to Mr. Plost in connection with various loans made by Mr. Plost to
the Company between July 2, 1996 and October 15, 1997. Such
warrants are exercisable at prices ranging from $1.00 to $3.00 per
share, and expire on various dates between July 2, 2001 and October
15, 2002. Under the terms of a Securityholders Agreement among Mr.
Plost and the Investors who purchased the 1998 Senior Subordinated
Debentures and the Investor Warrants, Mr. Plost has agreed, subject
to certain exceptions, not to sell, pledge or otherwise transfer
any shares of Common Stock owned by him for so long as the 1998
Senior Subordinated Debentures are outstanding.
(84) Ms. Plost is the spouse of Barry D. Plost (who is also named as a
Selling Security holder in this Prospectus).
(85) Includes 15,000 shares issued in the Series A Financing and 3,750
sharesreceived in connection with the Series A Cashless Exercise.
(86) Ms. Preston served as a director of the Company until April 1998.
(87) Includes shares which are subject to options as follows: (a) 15,000
shares, exercisable at a price of $1.50 per share, expiring April
16, 2001; and (b) 15,000 shares, exercisable at a price of $2.25
per share, expiring on September 11, 2002. The options were
granted by the Company to Ms. Preston as compensation for her
services as a director.
(88) Brad C. Rabe is the son of Marvin S. Rabe and the brother of Marie
Crowton (each of whom is also named as a Selling Securityholder in
this Prospectus). Brad C. Rabe also served as an executive officer
of the Company until March, 1998.
(89) Includes 125,000 shares issued in the Series A Financing and 62,500
shares issuable upon exercise of Series A Warrants held by Mr.
Rabe. Also includes 38,889 shares issued to Mr. Rabe in December,
1996 as employee compensation and 125,000 shares issued to Mr. Rabe
in March, 1998 in final payment of base consideration due under
that certain Asset Purchase Agreement dated as of September 3, 1996.
(90) Marvin S. Rabe is the father of Brad C. Rabe and Marie Crowton (each
of whom is also named as a Selling Securityholder in this
Prospectus).
(91) Includes 40,000 shares issued in the Series A Financing and 20,000
shares issuable upon exercise of Series A Warrants held by Marvin
Rabe.
(92) Includes 10,000 shares issuable upon exercise of Series A Warrants
held by the Marvin S. Rabe Trust.
(93) Includes 144,224 shares (subject to certain anti-dilution adjustments)
which are issuable upon exercise of warrants granted to Mr. Resnick
in connection with various loans made by Mr. Resnick to the Company
during July and August of 1997. Such warrants are exercisable at
$2.00 per share and expire on dates between July 18 and August 5,
2000.
(94) Represents shares which are issuable upon exercise of Bridge Warrants
granted to Mr. Safier in connection with the 1998 Bridge Financing.
Such warrants are exercisable at a price of $4.00 per share and
expire on January 12, 2001.
(95) Represents shares issued by the Company to Silver State Plasma
Products ("Silver State") in October 1997 upon conversion by Silver
State of the remaining principal balance of a convertible
promissory note. The convertible promissory note, which was
originally issued by the Company in July, 1996 in connection with
the acquisition of the assets of Silver State, was converted by
Silver State at the rate of $2.00 of outstanding principal for
every share of Common Stock.
(96) Includes 32,000 shares issued in the Series A Financing and 8,750
shares which were received in connection with the Series A Cashless
Exercise.
(97) Includes 5,000 shares issued in the Series A Financing and 2,500
shares issuable upon exercise of Series A Warrants held by Ms.
Vickie Smith.
(98) Represents shares which are issuable upon exercise of Bridge Warrants
granted to South Ferry #2 LLP in connection with the 1998 Bridge
Financing. Such warrants are exercisable at a price of $4.00 per
share and expire on January 12, 2001.
(99) Shares were issued to Sovereign Partners, Ltd. in November 1997 in a
private placement by the Company at a price of $4.5469 per share.
The Company has the right to repurchase the shares at a price of
$6.061 per share so long as they are held by Sovereign Partners,
Ltd. In addition, the investors received mandatory registration
rights wherein the Company is required to have an effective
registration statement covering such shares by March 20, 1998. The
penalty for not having an effective registration statement is two
percent of the amount invested for each 30 day period after March
20, 1998.
(100) Ms. Stevenson is the daughter of Samuel D. Anderson and the sister of
Samuel D. Anderson, Jr. (each of whom is also named as a Selling
Securityholder in this Prospectus).
(101) Shares were initially issued by the Company in the Series A Financing
and were given to Ms. Stevenson in December 1997 by the Samuel and
Mary Ann Anderson Trust.
(102) Includes 120,000 shares issued in the Series A Financing and 30,000
shares received in connection with the Series A Cashless Exercise.
(103) Includes 35,000 shares issued in the Series A Financing and 8,750
shares received in connection with the Series A Cashless Exercise.
(104) Includes 30,000 shares issued in the Series A Financing and 7,500
shares received in connection with the Series A Cashless Exercise.
(105) Includes 8,750 shares which are issuable upon exercise of Bridge
Warrants issued in connection with the 1998 Bridge Financing. Such
warrants are exercisable at a price of $4.00 per share and expire
on January 12, 2001. Also includes 6,625 shares which were issued
to Mr. Sundlun as a "finders fee" in connection with the 1998
Bridge Financing. The remaining 32,241 shares were issued to Mr.
Sundlun by the Company in consideration for his services as a
"finder" in connection with various private placements of
securities by the Company between February 1996 and June 1997.
(106) Sutro & Co., Inc. ("Sutro") from time to time provides financial
advisory services to the Company and may make a market in the
Company's Common Stock. Sutro acted as financial advisor to the
Company in connection with the issuance of the 1998 Senior
Subordinated Debentures and the revolving line of credit provided
by Brown Brothers Harriman & Co., for which it received a cash
payment of $640,000.
(107) Represents shares issuable upon the exercise of warrants granted to
Sutro as additional compensation for financial advisory services
rendered in connection with the Company's issuance of its 1998
Senior Subordinated Debentures. Such warrant is exercisable at a
price of $3.00 per share and may be exercised at any time after
February 13, 1999 and before February 13, 2003. The warrant
provides for anti-dilution adjustments upon the occurrence of
certain events. The shares issuable upon exercise of the warrant
are being registered pursuant to the registration rights provisions
contained in the warrant. The Company has agreed to indemnify
Sutro for certain liabilities in connection with the sale of the
shares pursuant to this Prospectus, including liabilities under the
federal securities laws.
(108) Dr. Teng is a director of the Company.
(109) Includes 200,000 shares issued in the Series A Financing and 50,000
shares issued in connection with the Series A Cashless Exercise.
Also includes shares which are subject to options as follows: (y)
50,000 shares, exercisable at a price of $1.50 per share, expiring
January 29, 2002; and (z) 15,000 shares, exercisable at a price of
$2.25 per share, expiring September 11, 2002. Such options were
granted to Dr. Teng for services rendered as a director of the
Company.
(110) Includes 100,000 shares issued by the Company to Vestcap International
Management, Ltd. ("Vestcap") in January 1998 upon conversion by
Vestcap of a $100,000

17
<PAGE>

convertible promissory note which was originally issued by the
Company in September 1997. Also includes shares which are
subject to warrants issued in connection with the convertible
promissory note as follows: (a) 75,000 shares, exercisable at a
price of $2.50 per share, expiring September 15, 2000; and (b)
25,000 shares, exercisable at a price of $3.00 per share, expiring
September 15, 2000. The warrants provide for anti-dilution
adjustments upon the occurrence of certain events.
(111) Includes 12,500 shares received in connection with the Series A
Cashless Exercise.
(112) The Western States Group, Inc. is a wholly-owned subsidiary of the
Company.
(113) Represents shares issued to the Western States Group, Inc. Employees'
Retirement Trust in a private placement in July 1997, at a price of
$2.25 per share. The outstanding stock of the Western States
Group, Inc. was acquired by the Company in February 1998.
(114) Includes 5,000 shares issued in the Series A Financing and 2,500
shares issuable upon exercise of Series A Warrants held by Mr. and
Mrs. Wilde.
(115) Includes 5,000 shares issued in the Series A Financing and 1,250
shares received in connection with the Series A Cashless Exercise.
(116) Mr. Winther is an employee of the Company.
(117) Represents shares which are subject to employee stock options
exercisable at a price of $6.3125 per share, granted on March 16,
1998 and expiring on March 16, 2003. Such options are fully vested.
(118) Mr. Teng is the father of Dr. Nelson Teng, who is a director of the
Company and a selling securityholder named in this Prospectus.
(119) Shares were received in connection with the cashless exercise of Bridge
Warrants.

18
<PAGE>

PLAN OF DISTRIBUTION

The shares of Common Stock offered hereby may be sold from time to time by
the Selling Stockholders. The Shares sold under this Prospectus may be sold on
the American Stock Exchange, in negotiated transactions, or a combination of
such methods of sale, or otherwise, at market prices prevailing at the time of
sale, at prices related to such prevailing market prices or at negotiated prices
by one or more of the following methods: (a) through ordinary brokerage
transactions in which the broker solicits purchases, (b) sales to one or more
brokers or dealers as principal, and the resale by such brokers or dealers for
their account pursuant to this Prospectus, including resales to other brokers
and dealers, (c) block trades in which the broker or dealer so engaged will
attempt to sell the shares as agent but may position and resell a portion of the
block as principal in order to facilitate the transaction or (d) negotiated
transactions with purchasers with or without a broker or dealer. In connection
with any sales, and any broker or dealer participating in such sales may be
deemed an "underwriter" within the meaning of the Securities Act of 1933, as
amended, and any commissions, discounts or concessions received by a broker or
dealer (which may be in excess of customary commissions) and any gain realized
by such broker or dealer on the sale of shares may be deemed "underwriting
compensation." Any such commissions, discounts or concessions will be paid or
borne by the Selling Stockholder and not the Company. Except for customary
selling commissions in ordinary brokerage transactions, any such underwriter or
agent will be identified, and any compensation paid to such persons will be
described, in a Prospectus Supplement.

Any securities covered by this Prospectus that qualify for sale pursuant to
Rule 144 might be sold under Rule 144 rather than pursuant to this Prospectus.

LEGAL MATTERS

The validity of the shares of Common Stock intended to be sold pursuant to
this Prospectus will be passed upon for the Company by O'Melveny & Myers LLP.

EXPERTS

The financial statements incorporated in this Prospectus by reference to
the Company's Annual Report on Form 10-KSB for the year ended February 28, 1998
have been included in reliance on the report dated May 15, 1998 of BDO Seidman,
LLP, independent certified public accountants, given on the authority of said
firm as experts in auditing and accounting.

19
<PAGE>

NO DEALER, SALESMAN OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION
OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS IN
CONNECTION WITH THE OFFER CONTAINED IN THIS PROSPECTUS, AND, IF GIVEN OR MADE,
SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY THE COMPANY. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO
SELL, OR A SOLICITATION OF AN OFFER TO BUY, ANY SECURITIES OTHER THAN THE SHARES
OF COMMON STOCK OFFERED HEREBY, OR AN OFFER TO SELL, OR A SOLICITATION OF AN
OFFER TO BUY, SUCH SHARES IN ANY JURISDICTION IN WHICH, OR TO ANY PERSON TO
WHOM, SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL. NEITHER THE DELIVERY OF
THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES,
CREATE AN IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE
COMPANY SINCE THE DATE HEREOF OR THAT INFORMATION HEREIN IS CORRECT AS OF ANY
TIME SUBSEQUENT TO ITS DATE.

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

TABLE OF CONTENTS

Page
----

AVAILABLE INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . 2

INCORPORATION OF CERTAIN
DOCUMENTS BY REFERENCE . . . . . . . . . . . . . . . . . . . . . . . . . . 2

RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3

THE COMPANY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8

USE OF PROCEEDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8

SELLING SECURITYHOLDERS . . . . . . . . . . . . . . . . . . . . . . . . . . 9

PLAN OF DISTRIBUTION . . . . . . . . . . . . . . . . . . . . . . . . . . . 19

LEGAL MATTERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19

EXPERTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19

SERACARE, INC.

10,383,502 SHARES OF
COMMON STOCK

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

PROSPECTUS

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

June __, 1998

<PAGE>

PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The following are the actual and estimated expenses incurred in connection with
the registration and sale of the shares of Common Stock covered by this
Registration Statement:

<TABLE>
<S> <C>
SEC registration fee . . . . . . . . . . . . . . . . . . . . . . . . $20,867.59
Printing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15,000.00
Accounting fees and expenses . . . . . . . . . . . . . . . . . . . . 5,000.00
Legal fees and expenses . . . . . . . . . . . . . . . . . . . . . . . 50,000.00
Blue sky fees and expenses . . . . . . . . . . . . . . . . . . . . . 10,000.00
Miscellaneous expenses . . . . . . . . . . . . . . . . . . . . . . . 5,000.00
------------
TOTAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $105,867.59
------------
------------
</TABLE>

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS

The Certificate of Incorporation and Bylaws of the Company, each as amended
to date, require the Company to indemnify its officers and directors to the
fullest extent permitted by Section 145 of the Delaware General Corporation
Law and applicable law. Section 145 of the Delaware General Corporation Law
makes provision for the indemnification of officers, directors and other
corporate agents in terms sufficiently broad to indemnify such persons, under
certain circumstances, for liabilities (including reimbursement for expenses
incurred) arising under the Securities Act of 1933, as amended.

ITEM 16. EXHIBITS

EXHIBIT NO. DESCRIPTION
- ----------- -----------

3.1 Restated Articles of Incorporation*
3.2 Certificate of Designation of Series B Convertible Preferred Stock
3.3 Bylaws*
4.1 Form of Specimen Certificate of Common Stock
4.2 Form of Series A Financing Subscription Agreement*
4.3 Form of Series A Warrant Agreement*
4.4 Form of Series A Dealer Warrant Agreement*
4.5 Form of Series A Registration Rights Agreement*
4.6 Form of Series A Dealer Registration Rights Agreement*
4.7 Securities Purchase Agreement for 1998 Senior Subordinated
Debentures and Investor Warrants**
4.8 Form of Investor Warrant**
4.9 Registration Rights Agreement for Investor Warrant Holders**

II-1
<PAGE>

4.10 Securityholder Agreement**
4.11 Form of Sutro Warrant**
4.12 Form of Sutro Registration Rights Agreement**
4.13 Form of Brown Bros. Harriman & Co. Warrant***
4.14 CTI Agreement**
4.15 WSG Agreement**
5.1 Opinion of O'Melveny & Myers LLP
23.1 Consent of BDO Seidman, LLP
23.2 Consent of O'Melveny & Myers LLP (contained in Exhibit 5.1)
24.1 Power of Attorney (contained on signature page hereof)

* Previously filed as an exhibit to the Company's Registration Statement on
Form 10SB filed with the Commission on November 21, 1996, and incorporated
by reference.

** Previously filed as an exhibit to the Company's Current Report on Form 8-K
filed with the Commission on February 27, 1998, and incorporated by
reference.

*** Previously filed as an exhibit to the Company's Annual Report on Form
10-KSB for the fiscal year ended February 28, 1998, and incorporated by
reference.

ITEM 17. UNDERTAKINGS

The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:

(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high and of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee" table in
the effective registration statement.

II-2
<PAGE>

(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement.

PROVIDED, HOWEVER, that paragraphs (1)(i) and (1)(ii) above do not apply if
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act") that are incorporated by reference in the Registration
Statement.

(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial BONA
FIDE offering thereof.

(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.

(4) That, for purposes of determining any liability under the Securities
Act of 1933, each filing of the registrant's annual report pursuant to Section
13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the Exchange
Act) that is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial BONA FIDE offering thereof.

(5) That, for purposes of determining any liability under the Securities
Act of 1933, the information omitted from the form of prospectus filed as part
of this registration statement in reliance upon Rule 430A and contained in a
form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (3) or
497(h) under the Securities Act shall be deemed to be part of this registration
statement as of the time it was declared effective.

(6) That, for the purpose of determining any liability under the
Securities Act of 1933, each post-effective amendment that contains a form of
prospectus shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial BONA FIDE offering thereof.

(7) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the provisions described in Item 6 above, or
otherwise, the registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.

II-3
<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all the
requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Los Angeles, State of California, on June ___, 1998.

SERACARE, INC.

By: /s/ BARRY D. PLOST
--------------------------------------------
Barry D. Plost
President and Chief Executive Officer

By: /s/ JERRY L. BURDICK
--------------------------------------------
Jerry L. Burdick
Principal Accounting and Financial Officer

S-1
<PAGE>

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Barry Plost and Jerry Burdick, his true and
lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this registration statement and to file the same, with all exhibits thereto
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent, full power and
authority to do and perform each and every act and thing requisite or necessary
to be done in and about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent or either of them or their or his substitute or
substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.

Signature Title Date
--------- ----- ----

/s/ BARRY D. PLOST Chairman of the Board, Chief June 25, 1998
---------------------- Executive Officer (Principal
Barry D. Plost Executive Officer) and Director

/s/ JERRY L. BURDICK Executive Vice President, Chief June 25, 1998
---------------------- Financial Officer and Director
Jerry L. Burdick

/s/ SAMUEL D. ANDERSON Director June 25, 1998
----------------------
Samuel D. Anderson

/s/ WILLIAM T. CONE Director June 25, 1998
----------------------
William T. Cone

/s/ ROBERT J. CRESCI Director June 25, 1998
----------------------
Robert J. Cresci

/s/ MICHAEL F. CROWLEY Director June 25, 1998
----------------------
Michael F. Crowley

/s/ EZZAT JALLAD Director June 25, 1998
----------------------
Ezzat Jallad

/s/ DR. NELSON TENG Director June 25, 1998
----------------------
Dr. Nelson Teng

S-2

<PAGE>

EXHIBIT 3.2

CERTIFICATE OF DESIGNATIONS

SERACARE, INC.

Pursuant to Section 151 of the Delaware General Corporation Law (the
"GCL"), SERACARE, INC., a Delaware corporation (the "CORPORATION"), certifies
as follows:

FIRST: Under the authority contained in Articles FOURTH and SIXTH of
the Restated Certificate of Incorporation of the Corporation, the Board of
Directors of the Corporation has classified an aggregate of fifteen thousand
(15,000) shares of the authorized but unissued shares of Preferred Stock of the
Corporation into a series which shall be designated "Series B Convertible
Preferred Stock."

SECOND: The following resolution was adopted by the Board of
Directors on December 5, 1997 and such resolution has not been modified and is
in full force and effect on the date hereof:

RESOLVED, that the Board of Directors hereby creates, from the
authorized but unissued shares of Preferred Stock of the Corporation, a series
of convertible Preferred Stock designated as Series B Convertible Preferred
Stock, par value $0.001 per share (the "SERIES B PREFERRED STOCK"), and hereby
fixes the powers, designations, preferences and relative, participating,
optional or other special rights, and the qualifications, limitations or
restrictions thereof, of the shares of such series, as follows:

Section 1. SERIES B PREFERRED STOCK DIVIDENDS.

The holders of the Series B Preferred Stock shall not be entitled to
dividends thereon.

Section 2. LIQUIDATION PREFERENCES.

Subject to the holders' conversion rights provided below herein,
upon any liquidation (complete or partial), dissolution or winding up of the
Corporation, or any similar Distribution of its assets to its stockholders
which results in a return of capital, whether voluntary or involuntary, the
holders of the Series B Preferred Stock shall be entitled, before any
distribution or payment is made upon any Junior Securities (hereinafter
defined) of the Corporation, to be paid out of the assets of the Corporation
available for distribution to its

<PAGE>

stockholders (whether true capital, surplus or earnings) an amount in cash
equal to the sum of $100 (the "LIQUIDATION PREFERENCE"), and shall not be
entitled to any further payment. The term "Junior Security" shall mean the
Corporation's Common Stock and all other equity securities of the
Corporation which are junior in rights and liquidation preference to the
Series B Preferred Stock. Written notice of such liquidation, dissolution,
winding up or other distribution of assets, stating a payment date, the
amount of the payment and the place where the amounts distributable shall be
payable, shall be mailed by certified or registered mail, return receipt
requested, not less than 60 days prior to the payment date stated therein, to
each record holder of any share of Series B Preferred Stock entitled thereto
at the address for such record holder shown on the Corporation's records. A
consolidation or merger of the Corporation with or into any other corporation
or corporations, or a sale of all or substantially all of the assets of the
Corporation, shall, at the option of the holders of the Series B Preferred
Stock, be deemed a liquidation, dissolution or winding up within the meaning
of this Section 2 if the shares of stock of the Corporation outstanding
immediately prior to such transaction represent immediately after such
transaction less than a majority of the voting power of the surviving
corporation (or of the acquirer of the Corporation's assets in the case of a
sale of assets). Such option may be exercised by the vote or written consent
of holders of a majority of the Series B Preferred Stock at any time within
thirty calendar days after written notice (which shall be given promptly) of
the essential terms of such transaction shall have been given to the holders
of the Series B Preferred Stock in the manner provided by law for the giving
of notice of meetings of shareholders.

Section 3. REDEMPTIONS OF SERIES B PREFERRED STOCK.

3.1 REDEMPTION BY CORPORATION. (a) The Corporation may not redeem
any shares of Series B Preferred Stock prior to December 31, 1998.
Thereafter, the Corporation may, subject to this Section 3, redeem all (but
not less than all) of the shares of Series B Preferred Stock at such times
and at such price (the "REDEMPTION PRICE") as follows:

(i) if on or between January 1, 1999 and December 31, 1999, then for an
amount equal to 104% of the Liquidation Preference;

(ii) if on or between January 1, 2000 and December 31, 2000, then for an
amount equal to 103% of the Liquidation Preference;

<PAGE>

(iii) if on or between January 1, 2001 and December 31, 2001, then for an
amount equal to 102% of the Liquidation Preference;

(iv) if on or between January 1, 2002 and December 31, 2002, then for an
amount equal to 101% of the Liquidation Preference;

The Corporation shall be required to redeem on December 31, 2002 all
shares of Series B Preferred Stock which remain outstanding on such date, at
a price per share equal to the Liquidation Preference.

(b) The Corporation's redemption rights under this Section 3.1 shall
terminate as to any shares of Series B Preferred Stock upon the holder's
delivery of a Conversion Notice pursuant to Section 4.1(c) with respect to
such shares.

3.2 REDEMPTION UPON CORPORATE CHANGE. (a) At any time after the
Series B Preferred Stock has become convertible by the holders thereof in
accordance with Section 4.1(a), if a Corporate Change is to occur, the
Corporation shall redeem all of the outstanding Series B Preferred Stock
immediately prior to the consummation of such Corporate Change. Upon any such
redemption, the Redemption Price per share of Series B Preferred Stock shall
be an amount equal to the Liquidation Preference. Written notice of any
impending Corporate Change, and the substance and intended date of
consummation thereof, shall be mailed by certified or registered mail, return
receipt requested, not more than sixty (60) nor less than ten (10) days prior
to the date of consummation thereof, to each record holder of shares of
Series B Preferred Stock at the address for such record holder shown on the
Corporation's records. Notwithstanding the foregoing, in the event that a
holder shall have delivered a Conversion Notice to the Corporation prior to
any Corporate Change, the Corporation's redemption rights under this Section
3.2 shall terminate as to any shares of Series B Preferred Stock which are
the subject of such holder's Conversion Notice.

(b) "CORPORATE CHANGE" means (i) the sale, exchange or transfer of
all or substantially all of the Corporation's assets to an unaffiliated third
party, or (ii) any transaction or series of related transactions in which one
(1) or more persons (other than a holder of Series B Preferred Stock or an
affiliate thereof), other than the holders of a majority of the shares of
Common Stock outstanding on the date the Series B Preferred Stock is issued,
shall directly or indirectly acquire ownership of or control over capital
stock (not including shares held or

<PAGE>

controlled by them on the date of original issuance of the Series B Preferred
Stock) of the Corporation (or securities exchangeable for or convertible into
such stock) entitled to elect fifty percent (50%) or more of the
Corporation's Board of Directors and representing at least fifty percent
(50%) of the number of shares of Common Stock outstanding. Notwithstanding
the foregoing, no Corporate Change shall be deemed to have occurred as a
result of (A) the exercise of any options or warrants outstanding on the date
hereof or (B) any public offering of securities by the Corporation.

3.3 NOTICE OF REDEMPTION. Except as otherwise expressly provided
herein, notice of any redemption of Series B Preferred Stock, specifying the
time and place of redemption, the Redemption Price and the Section and
paragraph pursuant to which such redemption is being made, shall be mailed by
certified or registered mail, return receipt requested, to each holder of
record of shares of Series B Preferred Stock to be redeemed, at the address
for such holder shown on the Corporation's records, not more than sixty (60)
nor less than thirty (30) days (or ten (10) days, in the case of a redemption
pursuant to Section 3.2) prior to the date on which such redemption is to be
made. Upon mailing any such notice of redemption the Corporation shall become
obligated to redeem at the time of redemption specified therein (the
"REDEMPTION DATE") all shares of Series B Preferred Stock therein specified.

3.4 RIGHTS AFTER REDEMPTION DATE. Provided that the Redemption Price
is paid in full on the applicable Redemption Date, all rights of the holder
of such shares of Series B Preferred Stock as a stockholder of the
Corporation, by reason of the ownership of such shares, shall cease, except
the right to receive the Redemption Price of such shares upon presentation
and surrender of the certificate representing such shares, and such shares
shall not after such Redemption Date be deemed to be outstanding.

3.5 DEPOSIT OF REDEMPTION PRICE. If on or before the date of
redemption specified in any notice of redemption of any share of Series B
Preferred Stock, the Corporation shall irrevocably deposit the amount of the
Redemption Price thereof with a bank or trust company having an office in the
City of New York, designated in such notice of redemption, in trust for the
benefit of the holder of such share of Series B Preferred Stock, such share
of Series B Preferred Stock shall be deemed to have been redeemed on the date
so specified, whether or not the certificate for such share shall be
surrendered for redemption and canceled.

<PAGE>

Section 4. CONVERSION OF SERIES B PREFERRED STOCK.

4.1 CONVERSION RIGHTS AND PROCEDURES. (a) The shares of Series B
Preferred Stock shall be convertible into shares of Common Stock, in
accordance with the terms of this Section 4, at the option of the holder at
any time commencing September 30, 1998.

(b) A holder of shares of Series B Preferred Stock may, at any time
after September 30, 1998, convert pursuant to this Section 4 all or any part
(in whole numbers of shares only) of the shares of Series B Preferred Stock
held by such holder into such number of fully paid and non-assessable whole
shares of Common Stock which is obtained by multiplying the number of shares
of Series B Preferred Stock so to be converted by the Liquidation Preference
of such shares and dividing the result by the Conversion Price (as defined in
Section 4.3) then in effect. The right to convert as to any particular share
shall terminate at the close of business on the day immediately prior to the
date fixed for payment on the Series B Preferred Stock upon any liquidation,
dissolution, winding up or similar distribution of the Corporation.

(c) Each conversion of Series B Preferred Stock shall be effected by
the surrender of the certificate or certificates representing the shares to
be converted at the principal office of the Corporation (or such other office
or agency of the Corporation as the Corporation may designate by notice in
writing to the holder or holders of the Series B Preferred Stock) at any time
during its usual business hours, together with written notice by the holder
of such Series B Preferred Stock (a "CONVERSION NOTICE") stating that such
holder desires to convert the shares, or a stated number of the shares,
represented by such certificate or certificates which notice shall also
specify the name or names (with addresses) and denominations in which the
certificate or certificates for Common Stock shall be issued and shall
include instructions for delivery thereof. Such conversion shall be deemed to
have been effected and the Conversion Price shall be determined as of the
close of business on the date on which such certificate or certificates shall
have been surrendered and such notice shall have been received, and as of
such date (the "CONVERSION DATE") the rights of the holder of such Series B
Preferred Stock (or specified portion thereof) as such holder shall cease and
the person or persons in whose name or names any certificate or certificates
for shares of Common Stock are to be issued upon such conversion shall be
deemed to have become the holder or holders of record of the shares of Common
Stock represented thereby.

<PAGE>

(d) As soon as possible after the Conversion Date (and in no event
more than 30 days after the Conversion Date), the Corporation shall deliver
to the converting holder or, with respect to the certificate(s) specified in
(i) below, as specified by such converting holder:

(i) a certificate or certificates representing the number of shares of
Common Stock issuable by reason of such conversion registered in such name
or names and such denomination or denominations as the converting holder
shall have specified; and

(ii) a certificate representing any shares of Series B Preferred
Stock which shall have been represented by the certificate or certificates
which shall have been delivered to the Corporation in connection with such
conversion but which shall not have been converted; and

(iii) a payment of cash in an amount equal to the value of any
fractional share of Common Stock that otherwise would be issuable in
connection with the Series B Preferred Stock converted.

4.2 AUTHORIZATION AND ISSUANCE OF COMMON STOCK. The Corporation
covenants and agrees that:

(a) The Corporation will at all times reserve and keep available out
of its authorized but unissued shares of Common Stock, solely for the purpose
of issuing upon the conversion of the Series B Preferred Stock as provided in
this Section 4, such number of shares of Common Stock as shall then be
issuable upon the conversion of all outstanding shares of Series B Preferred
Stock. The Corporation covenants that all shares of Common Stock which shall
be so issuable shall, when issued, be duly and validly issued, fully paid and
non-assessable and free from all taxes, liens, and charges. The Corporation
will take all such action as may be necessary to assure that all shares of
Common Stock may be so issued without violation of any applicable law or
regulation or any requirements of any domestic stock exchange upon which any
shares of Common Stock may be listed.

(b) The Corporation will not take any action which results in any
adjustment of the number of shares of Common Stock which may be acquired upon
conversion of a share of Series B Preferred Stock if after such action the
total number of shares of Common Stock issuable upon conversion of the Series
B Preferred Stock then Outstanding, together with the total number of shares
of Common Stock then Outstanding and the total number of shares of Common
Stock reserved for any purpose other than

<PAGE>

issuance upon conversion of the Series B Preferred Stock, would exceed the
total number of shares of Common Stock then authorized by the Corporation's
Restated Certificate of Incorporation.

(c) Notwithstanding any right of conversion of Series B Preferred
Stock provided for above, no such shares of Series B Preferred Stock
originally issued by the Corporation to a bank holding company or an
affiliate of a bank holding company shall be converted into shares of Common
Stock or any other class or series of voting stock by the original holder or
any direct or indirect transferee thereof such that immediately after such
conversion such person and its affiliates (which term, for avoidance of
doubt, includes such bank holding company, any such transferee and their
respective affiliates) would own more than 4.99% of any class of voting
securities of the Corporation, unless such shares are being distributed,
disposed of or sold in any one of the following transactions (each a
"CONVERSION EVENT"):

(i) any widely-dispersed public distribution of the shares of the
Company;

(ii) transfers in small amounts pursuant to Rule 144 under the Securities
Act of 1933;

(iii) a transfer to a single purchaser (or a group acting in concert) which
controls or which has negotiated the purchase of at least a majority of the
Company's voting stock held by persons other than the bank holding company
investor;

(iv) a private sale of such equity so long as no purchaser acquires more
than 2% of the total equity outstanding upon conversion; or

(v) such shares are being sold in any other manner permitted by the
Federal Reserve Board.

For purposes of this Section 4, "PERSONS" shall include any natural
person and any corporation, partnership, joint venture, trust, unincorporated
organization and any other entity or organization and percentages of the
Corporation's outstanding voting securities shall include shares issuable
upon exercise or conversion of Series B Preferred Stock and other convertible
securities, options, warrants or other similar instruments owned by such bank
holding company, its transferees and their respective affiliates, but shall
not include shares issuable upon exercise or conversion of convertible
securities, options, warrants or other similar instruments owned by any other
person.

<PAGE>

(d) The issuance of certificates for shares of Common Stock upon
conversion of shares of the Series B Preferred Stock shall be made without
charge to the holders of such shares for any issuance tax in respect thereof,
or other cost incurred by the Corporation in connection with such conversion
and the related issuance of shares of Common Stock, provided that the
Corporation shall not be required to pay any tax which may be payable in
respect of any transfer involved in the issuance and delivery of any
certificate in a name other than that of the holder of the Series B Preferred
Stock converted.

(e) The Corporation will not close its books against the transfer of
any share of Series B Preferred Stock or of any share of Common Stock issued
or issuable upon the conversion of such shares in any manner which interferes
with the timely conversion of such shares.

4.3 CONVERSION PRICE. (a) The initial conversion price shall be five
dollars ($5.00) (as it may be adjusted from time to time, the "CONVERSION
PRICE"). In order to prevent dilution of the conversion rights granted
hereunder, the Conversion Price shall be subject to adjustment from time to
time pursuant to this Section 4.

(b) Except with respect to any Excluded Securities (as defined in
Section 4.4), if after December 18, 1997 and on or before June 30, 1998, the
Corporation shall issue or sell, or shall in accordance with Section 4.4 be
deemed to have issued or sold on such date, any shares of Common Stock for a
consideration per share that is less than the Conversion Price in effect
immediately prior to date of such issue or sale, then, forthwith upon such
issue or sale, the Conversion Price shall, subject to Section 4.4, be
adjusted to such consideration per share.

Notwithstanding the foregoing, no adjustment of the Conversion Price shall be
made in an amount less than $0.10 per share, but any such lesser adjustment
shall be carried forward and shall be made at the time of and together with
the next subsequent adjustment which together with any adjustments so carried
forward shall amount to $0.50 per share or more.

4.4 EFFECT OF CERTAIN EVENTS ON CONVERSION PRICE. For purposes of
determining the adjusted Conversion Price under Section 4.3, the following
shall be applicable:

(a) ISSUANCE OF RIGHTS OR OPTIONS. If at any time after December 18,
1997 and on or before June 30, 1998 the Corporation shall in any manner grant
(whether directly or by assumption in a merger or otherwise), or authorize by
resolution of the board the

<PAGE>

grant of, any rights to subscribe for or to purchase, or any options for the
purchase of, Common Stock or any stock or other securities convertible into
or exchangeable for Common Stock (such rights or options being herein called
"OPTIONS" and such convertible or exchangeable stock or securities being
herein called "CONVERTIBLE SECURITIES") other than Excluded Securities
(hereinafter defined), whether or not such Options or the rights to convert
or exchange such Convertible Securities are immediately exercisable, and the
price per share for which Common Stock is issuable upon the exercise of such
Options or upon conversion or exchange of such Convertible Securities
(determined by dividing (i) the total amount, if any, received or receivable
by the Corporation as consideration for the granting of such Options, plus
the minimum aggregate amount of additional consideration payable to the
Corporation upon the exercise of all such Options, plus, in the case of such
Options which relate to Convertible Securities, the minimum aggregate amount
of additional consideration, if any, payable upon the issue or sale of such
Convertible Securities and upon the conversion or exchange thereof, by (ii)
the total maximum number of shares of Common Stock issuable upon the exercise
of such Options or upon the conversion or exchange of all such Convertible
Securities issuable upon the exercise of such Options) shall be less than the
Conversion Price in effect immediately prior to the time of the granting of
such Options, then the total maximum number of shares of Common Stock
issuable upon the exercise of such Options or upon conversion or exchange of
the total maximum amount of such Convertible Securities issuable upon the
exercise of such Options shall (as of the date of grant of such Options) be
deemed to be outstanding and to have been issued for such price per share. No
adjustment of the Conversion Price shall be made upon the actual issue of
such Common Stock or of such Convertible Securities upon exercise of such
Options or upon the actual issue of such Common Stock upon conversion or
exchange of such Convertible Securities, except as otherwise provided in
Section 4.4(c).

"EXCLUDED SECURITIES" shall mean (i) any options issued, or to be
issued, to employees, officers and directors of the Corporation and any
shares of Common Stock issued upon the exercise thereof, (ii) warrants or
other securities convertible into Common Stock to be issued to Pecks
Management Partners, Ltd., (iii) warrants, convertible securities or shares
of Common Stock to be issued by the Corporation as consideration for the
acquisitions of The Western States Group, Inc. and Consolidated Technologies,
Inc., (iv) warrants issued or to be issued to Sutro & Co., Incorporated in
connection with any financing provided to the Company, (v) Common Stock to be
issued to First Equity Capital Securities, Inc. in connection with the
issuance of the

<PAGE>

Series B Preferred Stock, (vi) the Series A Warrants issued in 1996, (vii)
options to purchase up to 1,552,724 shares of Common Stock, issued in
connection with certain prior bridge loans made to the Corporation and (viii)
up to 325,000 shares of Common Stock which may be issued in exchange for the
retirement of certain outstanding debt, advanced to the Corporation in a
prior bridge financing.

(b) ISSUANCE OF CONVERTIBLE SECURITIES. In case the Corporation
shall in any manner issue (whether directly or by assumption in a merger or
otherwise) or sell any Convertible Securities, other than Excluded
Securities, after December 18, 1997 and on or before June 30, 1998, whether
or not the rights to exchange or convert thereunder are immediately
exercisable, and the price per share for which Common Stock is issuable upon
such conversion or exchange (determined by dividing (i) the total amount
received or receivable by the Corporation as consideration for the issue or
sale of such Convertible Securities, plus the minimum aggregate amount of
additional consideration, if any, payable to the Corporation upon the
conversion or exchange thereof, by (ii) the total maximum number of shares of
Common Stock issuable upon the conversion or exchange of all such Convertible
Securities) shall be less than the Conversion Price in effect immediately
prior to the time of such issue or sale, then the total maximum number of
shares of Common Stock issuable upon conversion or exchange of all such
Convertible Securities shall (as of the date of the issue or sale of such
Convertible Securities) be deemed to be outstanding and to have been issued
for such price per share. Except as otherwise provided in Section 4.4(c), no
adjustment of the Conversion Price shall be made upon the actual issue of any
Common Stock upon conversion or exchange of such Convertible Securities, and
if any such issue or sale of such Convertible Securities is made upon
exercise of any Options for which adjustments of the Conversion Price have
been made or are to be made pursuant to other provisions of this Section 4.4,
no further adjustment of the Conversion Price shall be made by reason of such
issue or sale.

(c) CHANGE IN OPTION OR CONVERSION PRICE. If the purchase price
provided for in any Option referred to in Section 4.4(a), the additional
consideration, if any, payable upon conversion or exchange of any Convertible
Securities referred to in Section 4.4(a) or (b), or the rate at which any
Convertible Securities referred to in Section 4.4(a) or (b) are convertible
into or exchangeable for Common Stock, shall change at any time (other than
under or by reason of provisions designed to protect against dilution of the
type set forth in this Section 4.4 or in Sections 4.3 and 4.5); then the
Conversion Price in effect at the time of such change shall forthwith be
adjusted to the Conversion

<PAGE>

Price which would have been in effect at such time had such Option or
Convertible Securities still outstanding provided for such changed purchase
price, additional consideration or conversion rate, as the case may be, at
the time initially granted, issued or sold. If the purchase price provided
for in any Option referred to in Section 4.4(a), the additional
consideration, if any, payable upon conversion or exchange of any Convertible
Securities referred to in Section 4.4(a) or (b), or the rate at which any
Convertible Securities referred to in Section 4.4(a) or (b), are convertible
into or exchangeable for Common Stock, shall be reduced at any time under or
by reason of provisions with respect thereto designed to protect against
dilution of the type set forth in this Section 4.4 or Sections 4.3 and 4.5,
then in case of the delivery of Common Stock upon the exercise of any such
Option or upon conversion or exchange of any such Convertible Security, the
Conversion Price then in effect hereunder shall forthwith be adjusted to such
respective amount as would have been obtained had such Option or Convertible
Security never been issued as to such Common Stock and had adjustments been
made upon the issuance of the shares of Common Stock delivered as aforesaid,
but only if as a result of such adjustment the Conversion Price then in
effect hereunder would be reduced.

(d) TREATMENT OF EXPIRED OPTIONS AND UNEXERCISED CONVERTIBLE
SECURITIES. Upon the expiration of any Option or the termination of any right
to convert or exchange any Convertible Securities (without any exercise of
such Option or right), the Conversion Price then in effect hereunder shall
forthwith be adjusted to the Conversion Price which would have been in effect
at the time of such expiration or termination had such Option or Convertible
Securities, to the extent outstanding immediately prior to such expiration or
termination, never been issued, and the Common Stock issuable thereunder
shall no longer be deemed to be outstanding.

(e) CALCULATION OF CONSIDERATION RECEIVED. (i) In case any shares of
Common Stock, Options or Convertible Securities shall be issued or sold or
deemed to have been issued or sold for cash, the consideration received
therefor shall be deemed to be the aggregate proceeds payable to the
Corporation therefor, prior to deduction of any expenses incurred and any
underwriting commission or concessions paid or allowed by the Corporation in
connection therewith.

(ii) In case any shares of Common Stock, Options or Convertible
Securities shall be issued or sold for a consideration other than cash, the
amount of consideration other

<PAGE>

than cash received by the Corporation shall be deemed to be the fair value,
determined in good faith by the Board of Directors.

(iii) In case any shares of Common Stock, Options or Convertible
Securities shall be issued in connection with any merger in which the
Corporation is the surviving corporation, the amount of consideration
therefor shall be deemed to be the fair value, determined in good faith by
the Board of Directors, of such portion of the net assets and business of the
non-surviving corporation as shall be attributable to such Common Stock,
Options or Convertible Securities, as the case may be.

(iv) In the event of any consolidation or merger of the Corporation
in which stock or other securities of any corporation are issued in exchange
for Common Stock of the Corporation or in the event of any sale of all or
substantially all of the assets of the Corporation for stock or other
securities of any corporation, the Corporation shall be deemed to have issued
a number of shares of its Common Stock for stock or securities of the other
corporation computed on the basis of the actual exchange ratio on which the
transaction was predicated and for consideration equal to the fair market
value on the date of such transaction of such stock or securities of the
other if any such calculation results in adjustment of the Conversion Price
determination of the number of shares of Common Stock receivable upon
conversion of the Series B Preferred Stock immediately prior to such merger,
consolidation or sale, for purposes of Section 4.7, shall be made after
giving effect to such adjustment of the Conversion Price.

(f) RECORD DATE. For purposes of Sections 4.3 and 4.4, in case the
Corporation shall take a record of the holders of its Common Stock for the
purpose of entitling them (i) to receive a dividend or other distribution
payable in Common Stock, Options or Convertible Securities, or (ii) to
subscribe for or purchase Common Stock, Options or Convertible Securities,
then such record date shall be deemed to be the date of the issue or sale of
the shares of Common Stock deemed to have been issued or sold upon the
declaration of such dividend or the making of such other distribution or the
date of granting of such right or subscription or purchase, as the case may
be.

4.5 SUBDIVISIONS AND COMBINATIONS. Except to the extent Section
4.4(e)(vi) above applies, in the event that the Corporation shall at any time
subdivide (by any stock split, stock dividend or otherwise) one or more
classes of its outstanding Common Stock into a greater number of shares of
Common Stock, the Conversion Price in effect immediately prior to such
subdivision forthwith shall be proportionately reduced.

<PAGE>

Conversely, in the event the outstanding shares of one or more classes of the
Common Stock shall be combined into a smaller number of shares (by reverse
stock split or otherwise), the Conversion Price in effect immediately prior
to such combination shall be proportionately increased.

4.6 DIVIDENDS. In the event that the Corporation declares a dividend
(other than a cash dividend payable out of earnings or earned surplus) upon
Common Stock, then at the option of the holders of a majority of the
outstanding shares of Series B Preferred Stock,

(1) the Corporation shall pay over to each holder, on the dividend
payment date, the stock or other securities and other property which holder
would have received if such holder had converted all of his or its shares of
Series B Preferred Stock into Common Stock and had been the record holder of
such Common Stock on the date on which a record is taken for the purpose of
such dividend, or, if a record is not taken, the date as of which the holders
of Common Stock of record entitled to such dividend are to be determined, or

(2) the Conversion Price in effect immediately prior to the declaration
of such dividend shall be reduced by an amount equal to the fair value of
such dividend per share (as reasonably determined by the Board of Directors
of the Corporation), such reduction to be effective on the date as of which a
record is taken for purposes of such dividend, or if a record is not taken,
the date as of which holders of record of Common Stock entitled to such
dividend are determined, or

(3) in the case of a dividend consisting of stock or securities (other
than Common Stock, Options or Convertible Securities) or other property
distributable to holders of Common Stock, the holder of Series B Preferred
Stock may elect that, in lieu of (1) or (2) above, lawful and adequate
provisions shall be made (including without limitation any necessary
reduction in the Conversion Price) whereby such holder of Series B Preferred
Stock shall thereafter have the right to purchase and/or receive, on the
terms and conditions specified in this Certificate of Designations and in
addition to the shares of Common Stock receivable immediately prior to the
declaration of such dividend upon conversion of his or its shares of Series B
Preferred Stock, such shares of stock, securities or property as are
distributable with respect to outstanding shares of Common Stock equal to the
number of shares of Common Stock receivable immediately prior to such
declaration upon conversion of his or its shares of Series B Preferred Stock,
to the end that the provisions hereof (including without limitation
provisions for adjustments of the Conversion

<PAGE>

Price and of the number of shares receivable upon such conversion) shall
thereafter be applicable, as nearly as may be, in relation to such shares of
stock, securities or property.

For the purposes of this Section 4.6, "DIVIDEND" shall mean any distribution
to the holders of Common Stock as such, and a dividend shall be considered
payable out of earnings or earned surplus (other than revaluation or paid-in
surplus) only to the extent that such earnings or earned surplus are charged
an amount equal to the fair value of such dividend as reasonably determined
by the Board of Directors of the Corporation.

4.7 REORGANIZATION, RECLASSIFICATION, CONSOLIDATION, MERGER OR SALE.
If any capital reorganization or reclassification of the capital stock of the
Corporation, or any consolidation or merger of the Corporation with or into
another corporation, or any sale of all or substantially all of the
Corporation's assets to another corporation shall be effected in such a way
that holders of Common Stock shall be entitled to receive (either directly or
upon subsequent liquidation) stock, securities or assets with respect to or
in exchange for Common Stock, then, as a condition of such reorganization,
reclassification, consolidation, merger or sale, lawful and adequate
provision (as determined reasonably and in good faith by the Board of
Directors of the Corporation) shall be made whereby each of the holders of
the Series B Preferred Stock shall thereafter have the right to acquire and
receive upon the basis and upon the terms and conditions specified herein and
in lieu of the shares of Common Stock of the Corporation immediately
theretofore acquirable and receivable upon the conversion of such holder's
shares, such shares of stock, securities or assets as may be issued or
payable with respect to or in exchange for a number of outstanding shares of
Common Stock equal to the number of shares of Common Stock immediately
theretofore acquirable and receivable upon conversion of such shares had such
reorganization, reclassification, consolidation, merger or sale not taken
place, and in any such case appropriate provision shall be made with respect
to such holder's rights and interests to the end that the provisions of this
Section 4 (including without limitation provisions for adjustments of the
Conversion Price and of the number of shares of Common Stock acquirable and
receivable upon the exercise of the conversion rights granted in this Section
4) shall thereafter be applicable in relation to any shares of stock,
securities or assets thereafter deliverable upon the conversion of such
holder's shares (including, in the case of any such consolidation, merger

<PAGE>

or sale in which the successor corporation or purchasing corporation is other
than the Corporation, an immediate adjustment of the Conversion Price to the
value for the Common Stock reflected by the terms of such consolidation,
merger or sale if the value so reflected is less than the Conversion Price in
effect immediately prior to such consolidation, merger or sale). The
Corporation shall not effect any consolidation, merger or sale, unless the
successor corporation (if other than the Corporation) resulting from such
consolidation or merger or the corporation purchasing such assets shall
assume the obligation to deliver to each such holder such shares of stock,
securities or assets as, in accordance with the foregoing provisions, such
holder may be entitled to acquire or receive.

4.8 NOTICE OF ADJUSTMENT. Immediately upon any adjustment of the
Conversion Price, the Corporation shall send written notice thereof to all
holders of Series B Preferred Stock, which notice shall state the Conversion
Price resulting from such adjustment and the increase or decrease, if any, in
the number of shares of Common Stock acquirable and receivable upon
conversions of all shares of Series B Preferred Stock held by each such
holder, setting forth in reasonable detail the method of calculation and the
facts upon which such calculation is based.

4.9 OTHER ADJUSTMENT-RELATED NOTICES. In the event that at any time:

(a) the Corporation shall declare a dividend (or any other
distribution) upon its Common Stock payable otherwise than in cash out of
earnings or earned surplus;

(b) the Corporation shall offer for subscription pro rata to the
holders of any class of its Common Stock any additional shares of stock of
any class or other rights;

(c) there shall be any capital reorganization, or reclassification
of the capital stock of the Corporation, or consolidation or merger of the
Corporation with, or sale of all or substantially all of its assets to,
another corporation; or

(d) there shall be any voluntary or involuntary dissolution,
liquidation, winding up or similar distribution of the Corporation,then, in
connection with any such event, the Corporation shall give by first class
mail, postage prepaid, addressed to the holders of Series B Preferred Stock
at the address for each such holder as shown on the books of the Corporation:

(i) at least 30 days' prior written notice of the date on which the
books of the Corporation shall close or a record shall be taken for such
dividend, distribution or subscription rights (and specifying the date on
which the holders of Common Stock

<PAGE>

shall be entitled thereto) or for determining rights to vote in respect of
such reorganization, reclassification, consolidation, merger, sale,
dissolution, liquidation, winding up or similar distribution; and

(ii) in the case of any such reorganization, reclassification,
consolidation, merger, sale, dissolution, liquidation, winding up or similar
distribution, at least 30 days' prior written notice of the date when the
same shall take place (and specifying the date on which the holders of Common
Stock shall be entitled to exchange their Common Stock for securities or
other property deliverable upon such reorganization,reclassification,
consolidation, merger, sale, dissolution, liquidation, winding up or similar
distribution).

4.10 CERTAIN EVENTS. If any event occurs as to which the other
provisions of this Section 4 are not strictly applicable or if strictly
applicable would not fairly protect the conversion rights of the Series B
Preferred Stock in accordance with the essential intent and principles of
such provisions, then the Board of Directors shall make an adjustment in the
application of such provisions, in accordance with such essential intent and
principles, so as to protect such conversion rights as aforesaid.

Section 5. VOTING RIGHTS OF SERIES B PREFERRED STOCK.

Except as otherwise provided by law, by agreement among the
stockholders, or as otherwise provided in this Certificate of Designations,
Series B Preferred Stock shall entitle the holders thereof to no voting rights.

Section 6. REGISTRATION OF TRANSFER.

The Corporation shall keep at its principal office (or such other
place as the Corporation reasonably designates) a register for the
registration of shares of Series B Preferred Stock. Upon the surrender of any
certificate representing Series B Preferred Stock at such place, the
Corporation shall, at the request of the registered holder of such
certificate, execute and deliver (at the Corporation's expense) a new
certificate or certificates in exchange therefor representing the aggregate
number of shares represented by the surrendered certificate, subject to the
requirements of applicable securities laws. Each such new certificate shall
be registered in such name and shall represent such number of shares as shall
be requested by the holder of the surrendered certificate, shall be
substantially identical in form to the surrendered certificate.

Section 7. REPLACEMENT.

<PAGE>

Upon receipt of evidence reasonably satisfactory to the Corporation
(an affidavit of the registered holder shall be satisfactory) of the
ownership and the loss, theft, destruction or mutilation of any certificate
evidencing one or more shares of the Series B Preferred Stock and, in the
case of any such loss, theft or destruction, upon receipt of indemnity
reasonably satisfactory to the Corporation (provided that if the registered
holder is an institutional investor its own agreement of indemnity, without
bond, shall be satisfactory), or, in the case of any such mutilation, upon
surrender of such certificate, the Corporation shall (at its expense) execute
and deliver in lieu of such certificate a new certificate of like kind
representing the number of shares represented by such lost, stolen, destroyed
or mutilated certificate.

Section 8. RESTRICTIONS ON CORPORATE ACTION.

The Corporation shall not modify its Restated Certificate of
Incorporation or Bylaws so as to amend or change any of the rights,
preferences or privileges of the Series B Preferred Stock without the consent
of the holders of a majority of the Series B Preferred Stock.

Section 9. MISCELLANEOUS.

(a) The unenforceability or invalidity of any provision or
provisions of this Certificate of Designations shall not render invalid or
unenforceable any other provision or provisions herein contained.

(b) Section and paragraph headings herein are for convenience only
and shall not be construed as a part of this Certificate of Designations.

(c) All notices to holders of Series B Preferred Stock required or
permitted hereunder shall be sent by overnight courier service, prepaid,
addressed to each such holder at the address for such holder shown on the
books of the Corporation.

[END OF PAGE]

<PAGE>

IN WITNESS WHEREOF, this Certificate has been signed on this 18th
day of December, 1997, and the signature of the undersigned shall constitute
the affirmation and acknowledgment of the undersigned, under penalties of
perjury, that this Certificate is the act and deed of the undersigned and
that the facts stated in the Certificate are true.

SERACARE, INC.

By: /s/ Barry Plost
-----------------------------
Barry Plost, President

ATTEST:

/s/ Jerry Burdick

<PAGE>

SERACARE, INC.

INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE

NUMBER

THIS CERTIFICATE IS TRANSFERABLE IN THE CITIES OF DENVER, CO OR NEW YORK, NY

SEE REVERSE FOR CERTAIN DEFINITIONS
CUSIP 817473 10 1

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

THIS CERTIFIES THAT

S P E C I M E N

IS THE RECORD HOLDER OF

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

FULLY PAID AND NONASSESSABLE SHARES OF COMMON STOCK, $.001 PAR VALUE, OF

SERACARE, INC.

transferable on the books of the Corporation by the holder hereof in person
or by duly authorized attorney upon surrender of this certificate properly
endorsed. This certificate is not valid until countersigned by the Transfer
Agent and registered by the Registrar.

WITNESS the facsimile seal of the Corporation and the facsimile
signatures of its duly authorized officers.

Dated:

SERACARE, INC.
CORPORATE SEAL
1991
DELAWARE

SPECIMEN

/s/ JERRY L. BURDICK
- --------------------------
JERRY L. BURDICK
SECRETARY

SPECIMEN

/s/ BARRY D. PLOST
- ---------------------------
BARRY D. PLOST
PRESIDENT AND
CHIEF EXECUTIVE OFFICER

COUNTERSIGNED AND REGISTERED:
AMERICAN SECURITIES TRANSFER & TRUST, INC.
P.O. Box 1596, Denver, Colorado 80201

TRANSFER AGENT AND REGISTRAR AUTHORIZED SIGNATURE

<PAGE>

SERACARE, INC.

The Corporation will furnish without charge to each stockholder who so
requests the powers, designations, preferences and relative, participating,
optional, or other special rights of each class of stock or series thereof
and the qualifications, limitations or restrictions of such preferences
and/or rights. Such requests shall be made to the Corporation's Secretary at
the principal office of the Corporation.

KEEP THIS CERTIFICATE IN A SAFE PLACE. IF IT IS LOST, STOLEN, OR
DESTROYED THE CORPORATION WILL REQUIRE A BOND OF INDEMNITY AS A CONDITION TO
THE ISSUANCE OF A REPLACEMENT CERTIFICATE.

The following abbreviations, when used in the inscription on the face of
this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

TEN COM -- as tenants in common
TEN ENT -- as tenants by the entireties
JT TEN -- as joint tenants with right of survivorship and not as
tenants in common

UNIF GIFT MIN ACT -- ................Custodian...................
(Cust) (Minor)
under Uniform Gifts to Minors
Act ........................................
(State)
UNIF TRF MIN ACT -- .............Custodian (until age ..........)
(Cust)
..................... under Uniform Transfers
(Minor)
to Minors Act ...............................
(State)

Additional abbreviations may also be used though not in the above list.

FOR VALUE RECEIVED, _______________________ hereby sell, assign and
transfer unto

PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE
/ /

_______________________________________________________________________________
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)

_______________________________________________________________________________

________________________________________________________________________ Shares
of the common stock represented by the within Certificate, and do hereby
irrevocably constitute and appoint

______________________________________________________________________ Attorney
to transfer the said stock on the books of the within named Corporation with
full power of substitution in the premises.

Dated ________________________________

X __________________________________

X __________________________________
NOTICE: THE SIGNATURE(S) TO THIS
ASSIGNMENT MUST CORRESPOND WITH THE
NAME(S) AS WRITTEN UPON THE FACE OF
THE CERTIFICATE IN EVERY PARTICULAR,
WITHOUT ALTERATION OR ENLARGEMENT OR
ANY CHANGE WHATEVER.

Signature(s) Guaranteed

By _______________________________________________
THE SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE
GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS
AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH
MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE
MEDALLION PROGRAM), PURSUANT TO S.E.C. RULE 17Ad-15.

<PAGE>

EXHIBIT 5.1

[O'Melveny & Myers LLP Letterhead]

June 26, 1998

SeraCare, Inc.
1925 Century Park East, Suite 1970
Los Angeles, California 90067

Re: Registration on Form S-3 of Common Stock, $0.001 par value,
of SeraCare, Inc. (the "Company")

Ladies and Gentlemen:

At your request, we have examined the above-referenced
Registration Statement on Form S-3 (the "Registration Statement") to be filed
with the Securities and Exchange Commission in connection with the
registration under the Securities Act of 1933, as amended, of an aggregate of
10,383,502 shares of Common Stock, $0.001 par value, of the Company (the
"Common Stock") to be sold by certain security holders of the Company. Of
the 10,383,502 shares of Common Stock covered by the Registration Statement,
4,476,781 shares are presently issued and outstanding (collectively, the
"Issued Shares") and 5,906,721 shares are issuable upon the exercise of
certain stock options, warrants, and other convertible securities held by the
selling securityholders (collectively, the "Issuable Shares").

We are familiar with the proceedings heretofore taken and proposed
to be taken in connection with the authorization of (a) the issuance of the
Issued Shares, and (b) the issuance of the Issuable Shares upon exercise of
the applicable stock options, warrants and other convertible securities.
Based upon such examination and upon such matters of fact and law as we have
deemed relevant, we are of the opinion that:

1. The Issued Shares are validly issued, fully paid and
non-assessable; and

2. Upon exercise of the applicable stock options or warrants and
payment of the applicable exercise prices in accordance with
their respective terms, or upon conversion of the securities
convertible into Common Stock and upon the issuance and delivery
of certificates representing the Issuable Shares and the
countersigning of such certificates by a duly authorized
signatory of the registrar and transfer agent for the Company's
Common Stock, the Issuable Shares will be validly issued, fully
paid and non-assessable.

We consent to the use of this opinion as an exhibit to the
Registration Statement.

Respectfully submitted,

/s/ O'MELVENY & MYERS LLP

<PAGE>

EXHIBIT 23.1

INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS' CONSENT

We consent to the incorporation by reference in the Registration Statement
of SeraCare, Inc. on Form S-3 of our report dated May 15, 1998, included in the
Company's Annual Report on Form 10-KSB of SeraCare, Inc. for the fiscal year
ended February 28, 1998, and to the reference to us under the heading "Experts"
in the Prospectus, which is part of this Registration Statement.

/s/ BDO SEIDMAN, LLP
- ----------------------------------
BDO Seidman, LLP
Los Angeles, California
June 25, 1998