SCHERER HEALTHCARE INC
PRES14A, 1997-04-10
SURGICAL & MEDICAL INSTRUMENTS & APPARATUS
Previous: CENTENNIAL BANCORP, DEF 14A, 1997-04-10
Next: FILENET CORP, DEF 14A, 1997-04-10



<PAGE>

                           SCHEDULE 14A INFORMATION
         PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
                             EXCHANGE ACT OF 1934


Filed by the Registrant /X/

Filed by a Party other than the Registrant / /

Check the appropriate box:

/X/   Preliminary Proxy Statement

/ / Confidential, for Use of the Commission Only (as permitted by Rule
    14a-6(e)(2))

/ / Definitive Proxy Statement

/ / Definitive Additional Materials

/ / Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12

                           SCHERER HEALTHCARE, INC.

               (Name of Registrant as Specified in Its Charter)

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

Payment of Filing Fee (Check the appropriate box):

/ /  No fee required.

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

(1)  Title of each class of securities to which transaction applies: N/A.

(2)  Aggregate number of securities to which transaction applies: N/A.

<PAGE>

(3)  Per unit price or other underlying value of transaction computed 
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing 
fee is calculated and state how it was determined): N/A.

(4)  Proposed maximum aggregate value of transaction: $11,916,500*.

(5)  Total fee paid: $2,383.30*.

/ /  Fee paid previously with preliminary materials.

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

(1)  Amount Previously Paid: $1,211.30.
                             ---------

(2)  Form, Schedule or Registration Statement No.: Schedule 14A.
                                                   ------------

(3)  Filing Party: Marquest Medical Products, Inc. (SEC No. 0-11484).
                   -------------------------------------------------

(4) Date Filed: April 10, 1997.
                --------------

- ---------------
*   This Schedule 14A is filed in connection with the proposed acquisition of
    Marquest Medical Products, Inc. ("Marquest"), a majority owned subsidiary
    of the Registrant, by Vital Signs, Inc. ("VSI") and the proposed purchase
    by VSI of certain assets of the Registrant.  VSI will pay an aggregate of
    $12,583,031 in cash for the acquisition of Marquest, including $6,056,500
    to be paid to the Registrant in exchange for its common stock and warrants
    of Marquest (the "Merger Consideration").  VSI will pay to the Registrant
    an additional $5,860,000 for the purchase of assets and a covenant not to
    compete.  Marquest previously paid the filing fee with respect to the
    Merger Consideration.

<PAGE>

                           SCHERER HEALTHCARE, INC.
                                  SUITE 300
                            2859 PACES FERRY ROAD,
                            ATLANTA, GEORGIA 30339

Dear Stockholder:

    You are cordially invited to attend a Special Meeting of stockholders of 
Scherer Healthcare, Inc. (the "Company") which will be held on 
[___________ ___], 1997, at [location].  The meeting will start at [_______] 
a.m., local time.

    At this important meeting, the holders of the Company's common stock (the 
"Company Common Stock") will be asked to consider and vote upon a proposal to 
(i) grant the Board of Directors authority to vote the shares of common stock 
of Marquest Medical Products, Inc. ("MMPI") owned by the Company to approve 
the Agreement and Plan of Merger dated as of March 14, 1997 (the "Merger 
Agreement"), by and among Vital Signs, Inc. ("VSI"), Vital Signs Acquisition 
Corporation, a wholly owned subsidiary of VSI ("Newco"), and MMPI providing 
for the merger of Newco with and into MMPI (the "Merger"),  with MMPI 
surviving the Merger as a wholly-owned subsidiary of VSI, and, whereby, with 
certain exceptions and limitations, upon effectiveness of the Merger, all 
then-outstanding MMPI common stock, no par value (the "MMPI Common Stock"), 
will be converted into the right to receive $0.797 per share of MMPI Common 
Stock in cash, without interest, and (ii) approve the sale by the Company to 
VSI of certain assets of the Company leased or licensed by the Company to 
MMPI and used by MMPI in the manufacture and sale of arterial blood gas 
products and to enter into a covenant not to compete for the benefit of VSI 
for an aggregate consideration of $5,860,000 pursuant to the terms of the 
Scherer Healthcare Inducement Agreement (the "SH Inducement Agreement") among 
the Company, VSI and MMPI dated March 14, 1997 (collectively, the "Scherer 
Stockholder Proposal"). The Company holds 7,211,192 shares of MMPI Common 
Stock which represents approximately 51% of all outstanding shares of MMPI 
Common Stock.  The SH Inducement Agreement requires approval of the Merger 
Agreement by the holders of a majority of the outstanding shares of Company 
Common Stock before the Company will vote its shares of MMPI Common Stock in 
favor of the Merger and the Merger Agreement.

    The accompanying Proxy Statement and the Annexes thereto contain a 
summary description of the Merger Agreement, the SH Inducement Agreement, the 
transactions contemplated thereby and the Scherer Stockholder Proposal 
(beginning on page 2) followed by a more detailed discussion of the Merger 
Agreement, the SH Inducement Agreement, the transactions contemplated thereby 
and the Scherer Stockholder Proposal, including the reasons for, and the 
benefits of, the Merger Agreement, the SH Inducement Agreement, the 
transactions contemplated thereby and the Scherer Stockholder Proposal.  
Because a summary is not, by its nature, complete, stockholders are urged to 
read the Proxy Statement and Annexes in their entirety.

    The Board of Directors believes that the Merger Agreement, the SH 
Inducement Agreement, the transactions contemplated thereby and the Scherer 
Stockholder Proposal are advisable, are in the best interest of the Company 
and its stockholders and offers the Company a greater return than would be 
available if MMPI were to remain a stand-alone entity.

    The Board of Directors has received the opinion of its financial advisor, 
Summit Investment Corporation, that as of the date hereof and based on the 
factors and assumptions described in such opinion, the transactions 
contemplated by the Merger Agreement and the SH Inducement Agreement are 
fair, from a financial point of view, to the holders of Company Common Stock.

    YOUR BOARD OF DIRECTORS HAS CAREFULLY REVIEWED AND CONSIDERED THE TERMS 
AND CONDITIONS OF THE MERGER AGREEMENT, THE SH INDUCEMENT AGREEMENT AND THE 
SCHERER STOCKHOLDER PROPOSAL, 


<PAGE>

BELIEVES THAT THEY ARE IN THE BEST INTERESTS OF THE COMPANY AND ITS 
STOCKHOLDERS, AND RECOMMENDS A VOTE FOR APPROVAL OF THE SCHERER STOCKHOLDER 
PROPOSAL.

    Even if you plan to attend the meeting, we urge you to mark, sign and 
date the enclosed proxy and return it promptly.  You have the option to 
revoke it at any time or to vote your shares personally on request if you 
attend the meeting.

    IF YOU DO NOT RETURN THE PROXY CARD AND DO NOT VOTE AT THE MEETING, IT 
WILL HAVE THE SAME EFFECT AS IF YOU VOTED AGAINST THE SCHERER STOCKHOLDER 
APPROVAL.

    Holders of record of Company Common Stock at the close of business on 
[_________], 1997 will be entitled to one vote for each share of Company 
Common Stock they hold.  For the transaction to be approved, the proposal 
must be approved by the affirmative vote of a majority of the outstanding 
shares of Company Common Stock entitled to vote at the meeting.  Your vote is 
important no matter how many shares you hold.

                                       Sincerely,

                                       Robert P. Scherer, Jr.
                                       CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE
                                       OFFICER
[_________], 1997


                                       2

<PAGE>

                           SCHERER HEALTHCARE, INC.

                      2859 PACES FERRY ROAD, SUITE 300
                            ATLANTA, GEORGIA 30339
                                (770) 333-0066

                 NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

                           TO BE HELD [__________ __], 1997


TO THE STOCKHOLDERS OF SCHERER HEALTHCARE, INC.:

    A Special Meeting of Stockholders (the "Special Meeting") of Scherer
Healthcare, Inc., a Delaware corporation (the "Company"), will be held on
[________, __________ __], 1997, at 10:00 a.m., local time, at [LOCATION], for
the following purposes:

    1.   To consider and vote upon a proposal to (i) grant the Board of
         Directors authority to vote the shares of common stock of Marquest
         Medical Products, Inc. ("MMPI") owned by the Company to approve the
         Agreement and Plan of Merger dated as of March 14, 1997 (the "Merger
         Agreement"), by and among Vital Signs, Inc. ("VSI"), Vital Signs
         Acquisition Corporation, a wholly owned subsidiary of VSI ("Newco"),
         and MMPI providing for the merger of Newco with and into MMPI (the
         "Merger"), with MMPI surviving the Merger as a wholly-owned subsidiary
         of VSI, and, whereby, with certain exceptions and limitations, upon
         the effectiveness of the Merger, all then-outstanding shares of MMPI
         common stock, no par value (the "MMPI Common Stock"), will be
         converted into the right to receive $0.797 per share of MMPI Common
         Stock in cash, without interest, and (ii) approve the sale by the
         Company to VSI of certain assets of the Company leased or licensed by
         the Company to MMPI and used by MMPI in the manufacture and sale of
         arterial blood gas products and to enter into a covenant not to
         compete for the benefit of VSI for an aggregate  consideration of
         $5,860,000 pursuant to the terms of the Scherer Healthcare Inducement
         Agreement among the Company, VSI and MMPI dated March 14, 1997
         (collectively, the "Scherer Stockholder Proposal"); and

    2.   To transact such other business as may properly come before the
         Special Meeting or any adjournment(s) thereof.

    Stockholders of record at the close of business on [_______ __], 1997 
will be entitled to notice of and to vote at the Special Meeting or at any 
adjournment(s) thereof.  EVEN IF YOU NOW EXPECT TO ATTEND THE SPECIAL 
MEETING, YOU ARE REQUESTED TO MARK, SIGN, DATE AND RETURN THE ACCOMPANYING 
PROXY IN THE ENCLOSED ADDRESSED, POSTAGE-PAID ENVELOPE.  If you do attend the 

<PAGE>

Special Meeting, you may vote in person, whether or not you have sent in your 
proxy.  If you do not vote at the meeting and do not send in your proxy, it 
will have the same effect as if you voted against adoption of the Scherer 
Stockholder Proposal.

    When the proxies are executed and returned, the Company's outstanding 
Common Stock, $.01 par value (the "Company Common Stock"), represented 
thereby will be voted in accordance with the indicated instructions either 
"for" or "against." IF NO INSTRUCTIONS HAVE BEEN SPECIFIED ON A RETURNED 
SIGNED PROXY, THE COMPANY COMMON STOCK REPRESENTED THEREBY WILL BE COUNTED 
FOR DETERMINING WHETHER A QUORUM IS PRESENT AND WILL BE VOTED "FOR" THE 
APPROVAL OF THE SCHERER STOCKHOLDER PROPOSAL.  Abstentions and broker 
non-votes will have the effect of a vote against the adoption of the Scherer 
Stockholder Proposal.

                             By Order of the Board of Directors,

                             Amy M. Murphy
                             Secretary

Atlanta, Georgia
[______________ __], 1997


                                       2
<PAGE>

                            SCHERER HEALTHCARE, INC.
                                PROXY STATEMENT
                            [___________ ___], 1997


    This Proxy Statement is being furnished by Scherer Healthcare, Inc., a 
Delaware corporation (the "Company"), in connection with a special meeting of 
holders of the Company's Common Stock to be held on 
[__________,  _________ __], 1997 at [__:__] a.m., local time, at [location] 
and any and all adjournments or postponements thereof (the "Special Meeting").

    At the Special Meeting, holders of the Company's Common Stock will be 
asked to consider and vote upon a proposal to (i) grant the Board of 
Directors the authority to vote the shares of common stock of Marquest 
Medical Products, Inc. ("MMPI") owned by the Company to approve the Agreement 
and Plan of Merger, dated as of March 14, 1997 (the "Merger Agreement"), by 
and among Vital Signs, Inc., a New Jersey corporation ("VSI"), Vital Signs 
Acquisition Corporation, a Colorado corporation and a wholly owned subsidiary 
of VSI ("Newco") , and MMPI which provides for the merger (the "Merger") of 
Newco with and into MMPI whereby, with certain exceptions and limitations all 
shares of common stock, no par value, of MMPI (the "MMPI Common Stock") 
outstanding at the effective time of the Merger will be converted into the 
right to receive $0.797 per share of MMPI Common Stock in cash, without 
interest, and (ii) approve the sale by the Company to VSI of certain assets 
of the Company leased or licensed by the Company to MMPI (the "ABG Assets") 
and used by MMPI in the manufacture and sale of arterial blood gas products 
(the "ABG Products") and the execution by the Company of a three-year 
covenant not to compete with respect to the manufacture or sale of ABG 
Products for the benefit of VSI (the "Covenant Not To Compete") for an 
aggregate consideration of $5,860,000 pursuant to the terms of the Scherer 
Healthcare Inducement Agreement (the "SH Inducement Agreement") dated March 
14, 1997 (collectively, the "Scherer Stockholder Proposal").  Stockholders 
also will be asked to consider and vote upon any other matters as may 
properly come before the Special Meeting.  The sale by the Company of the ABG 
Assets is conditioned upon, and will occur immediately following, the 
consummation of the Merger.  The transactions contemplated by the Merger 
Agreement and the SH Inducement Agreement, including the Merger, the sale of 
the ABG Assets by the Company to VSI and the execution by the Company of the 
Covenant Not to Compete, are hereinafter collectively referred to as the 
"Scherer Transactions."  Pursuant to the SH Inducement Agreement, the Company 
has agreed, subject to its fiduciary obligations as a controlling stockholder 
of MMPI, to vote the shares of MMPI Common Stock owned by it in favor of the 
Merger Agreement and the transactions contemplated thereby provided that the 
Scherer Stockholder Proposal is approved at the Special Meeting and Summit 
Investments Corporation ("Summit"), which has rendered its opinion dated 
March 17, 1997, that the Scherer Transactions are fair from a financial point 
of view to the stockholders of the Company, confirms, immediately prior to 
the Special Meeting, that it still believes that the Scherer Transactions are 
fair, from a financial point of view, to the stockholders of the Company.


<PAGE>

    THE BOARD OF DIRECTORS RECOMMENDS A VOTE BY STOCKHOLDERS OF THE COMPANY 
FOR APPROVAL OF THE SCHERER STOCKHOLDER PROPOSAL.

    This Proxy Statement and the accompanying form of proxy are being mailed 
to all holders of Company Common Stock of record as of [_____________ __], 
1997 (the "Record Date") and are first being sent to such stockholders on or 
about the date hereof.  ONLY STOCKHOLDERS OF RECORD ON THE RECORD DATE ARE 
ENTITLED TO VOTE AT THE SPECIAL MEETING.

    Adoption of the Scherer Stockholder Proposal requires the affirmative 
vote of a majority of the outstanding shares of Company Common Stock entitled 
to vote at the Special Meeting. Robert P. Scherer, Jr., Chairman of the Board 
and Chief Executive Officer of both the Company and MMPI, is the beneficial 
owner of, and has the authority to vote, 2,591,180 shares of Company Common 
Stock, or 60.1% of the shares of Company Common Stock which were issued and 
outstanding on the Record Date.  Mr. Scherer has agreed with VSI, subject to 
his fiduciary obligations as a director and majority stockholder of the 
Company and as trustee of certain voting trusts, to vote all shares of 
Company Common Stock over which he has voting authority to adopt the Scherer 
Stockholder Proposal.  If Mr. Scherer votes all of the shares of Company 
Common Stock over which he has voting authority to adopt the Scherer 
Stockholder Proposal, the requisite vote for adoption of the Scherer 
Stockholder Proposal will have been obtained.

    The Company's principal executive offices are located at 2859 Paces Ferry 
Road, Suite 300, Atlanta, Georgia 30339, and its telephone number is (770) 
333-0066.  The cost of solicitation of proxies will be borne by the Company.

    The date of this Proxy Statement is [____________ ___], 1997.


                                       2

<PAGE>

                                TABLE OF CONTENTS


SUMMARY. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   1
  The Special Meeting. . . . . . . . . . . . . . . . . . . . . . . . . . . .   1
    Date, Time and Place . . . . . . . . . . . . . . . . . . . . . . . . . .   1
    Purpose of the Special Meeting . . . . . . . . . . . . . . . . . . . . .   1
    Quorum . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   1
    Record Date; Stockholders Entitled to Vote . . . . . . . . . . . . . . .   2
    Voting Requirements. . . . . . . . . . . . . . . . . . . . . . . . . . .   2
  The Scherer Transactions . . . . . . . . . . . . . . . . . . . . . . . . .   2
    The Merger . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   2
    The Sale of the ABG Assets and the Covenant Not To Compete . . . . . . .   3
  Related Transactions . . . . . . . . . . . . . . . . . . . . . . . . . . .   3
  Background of the Scherer Transactions . . . . . . . . . . . . . . . . . .   4
  Reasons for the Scherer Transactions . . . . . . . . . . . . . . . . . . .   4
  Recommendation of the Company's Board of Directors . . . . . . . . . . . .   5
  Opinion of the Financial Advisor . . . . . . . . . . . . . . . . . . . . .   5
  Accounting Treatment . . . . . . . . . . . . . . . . . . . . . . . . . . .   5
  Certain Federal Income Tax Consequences. . . . . . . . . . . . . . . . . .   6
  Sources and Amount of Funds. . . . . . . . . . . . . . . . . . . . . . . .   6
  Business of the Company. . . . . . . . . . . . . . . . . . . . . . . . . .   6
  Price Range of Company Common Stock and Dividends. . . . . . . . . . . . .   6
  Selected Historical and Pro Forma Consolidated Financial Data. . . . . . .   8
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL
  INFORMATION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  11
  Overview . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  11
  Pro Forma Condensed Consolidated Balance Sheet . . . . . . . . . . . . . .  11
  Pro Forma Condensed Consolidated Statements of Continuing Operations . . .  13
  Notes to Pro Forma Condensed Consolidated Financial Information. . . . . .  15
THE SCHERER TRANSACTIONS . . . . . . . . . . . . . . . . . . . . . . . . . .  17
  The Scherer Transactions . . . . . . . . . . . . . . . . . . . . . . . . .  17
    The Merger . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  17
    The Sale of the ABG Assets and the Covenant Not To Compete . . . . . . .  17
  Related Transactions . . . . . . . . . . . . . . . . . . . . . . . . . . .  18
    Distribution Agreement . . . . . . . . . . . . . . . . . . . . . . . . .  18
    The RPS Inducement Agreement . . . . . . . . . . . . . . . . . . . . . .  18
  Background of the Scherer Transactions . . . . . . . . . . . . . . . . . .  19
  Reasons for the Scherer Transactions . . . . . . . . . . . . . . . . . . .  22
  Recommendations of the Company s Board of Directors. . . . . . . . . . . .  23
  Opinion of the Financial Advisor . . . . . . . . . . . . . . . . . . . . .  24
    Historical Financial Position. . . . . . . . . . . . . . . . . . . . . .  25
    Historical Stock Price Information . . . . . . . . . . . . . . . . . . .  25
    Purchase Price Analysis. . . . . . . . . . . . . . . . . . . . . . . . .  25


                                       i

<PAGE>

    Analysis of Comparable Publicly Traded Companies . . . . . . . . . . . .  26
    Comparable Merger and Acquisition Transactions . . . . . . . . . . . . .  27
    Discounted Cash Flow Analysis. . . . . . . . . . . . . . . . . . . . . .  27
  Source and Amount of Funds . . . . . . . . . . . . . . . . . . . . . . . .  28
  Certain Federal Income Tax Consequences. . . . . . . . . . . . . . . . . .  28
  Interests of Certain Persons in the Scherer Transactions . . . . . . . . .  28
    Severance Benefits . . . . . . . . . . . . . . . . . . . . . . . . . . .  29
    Early Vesting of Stock Options . . . . . . . . . . . . . . . . . . . . .  29
    Director Compensation. . . . . . . . . . . . . . . . . . . . . . . . . .  29
    Robert P. Scherer, Jr. . . . . . . . . . . . . . . . . . . . . . . . . .  29
  Regulatory Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . .  30
    Antitrust Matters. . . . . . . . . . . . . . . . . . . . . . . . . . . .  30
    Other Governmental Approvals . . . . . . . . . . . . . . . . . . . . . .  31
  Certain Terms of the SH Inducement Agreement . . . . . . . . . . . . . . .  31
    General. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  31
    The Company's Representations. . . . . . . . . . . . . . . . . . . . . .  31
    The Company's Covenants. . . . . . . . . . . . . . . . . . . . . . . . .  32
    Sale of the ABG Assets . . . . . . . . . . . . . . . . . . . . . . . . .  32
    Cashless Exercise of Warrants. . . . . . . . . . . . . . . . . . . . . .  34
    VSI's Representations. . . . . . . . . . . . . . . . . . . . . . . . . .  34
    VSI's Covenants With Respect to the Proxy Statement. . . . . . . . . . .  34
  Certain Terms of the Merger Agreement. . . . . . . . . . . . . . . . . . .  34
    General. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  34
    Representations and Warranties of MMPI . . . . . . . . . . . . . . . . .  35
    Representations and Warranties of VSI. . . . . . . . . . . . . . . . . .  35
    Certain Covenants of MMPI. . . . . . . . . . . . . . . . . . . . . . . .  35
    Certain Covenants of VSI . . . . . . . . . . . . . . . . . . . . . . . .  37
    Certain Other Agreements . . . . . . . . . . . . . . . . . . . . . . . .  37
    Conditions to Obligations of VSI and Newco . . . . . . . . . . . . . . .  37
    Conditions to Obligations of MMPI. . . . . . . . . . . . . . . . . . . .  39
    Termination. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  39
BENEFICIAL OWNERSHIP OF SECURITIES AND OTHER MATTERS . . . . . . . . . . . .  42
  Beneficial Ownership . . . . . . . . . . . . . . . . . . . . . . . . . . .  42
  Business of the Company. . . . . . . . . . . . . . . . . . . . . . . . . .  43
  Information Concerning MMPI. . . . . . . . . . . . . . . . . . . . . . . .  44
  Information Concerning VSI and Newco . . . . . . . . . . . . . . . . . . .  44
INDEPENDENT PUBLIC ACCOUNTANTS . . . . . . . . . . . . . . . . . . . . . . .  44
AVAILABLE INFORMATION. . . . . . . . . . . . . . . . . . . . . . . . . . . .  44
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE. . . . . . . . . . . . . .  45

Annex Index. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  47


                                       ii

<PAGE>

ANNEXES

Annex I:       Agreement and Plan of Merger, dated as of March 14, 1997, by and
               among Marquest Medical Products, Inc., Vital Signs, Inc., and
               Vital Signs Acquisition Corporation
Annex II:      Scherer Healthcare Inducement Agreement
Annex III:     Robert Scherer Inducement Agreement
Annex IV:      Fairness Opinion of Summit Investment Corporation
Annex V:       The Company's Annual Report on Form 10-K for the fiscal year
               ended March 31, 1996
Annex VI:      The Company s Quarterly Report on Form 10-Q for the Fiscal
               Quarter ended June 30, 1996
Annex VII:     The Company s Quarterly Report on Form 10-Q for the Fiscal
               Quarter ended September 30, 1996
Annex VIII:    The Company s Quarterly Report on Form 10-Q for the Fiscal
               Quarter ended December 31, 1996
Annex IX:      MMPI s Annual Report on Form 10-K for the fiscal year ended 
               March 30, 1996
Annex X:       MMPI s Quarterly Report on Form 10-Q for the fiscal quarter ended
               June 29, 1996
Annex XI:      MMPI s Quarterly Report on Form 10-Q for the fiscal quarter ended
               September 28, 1996
Annex XII:     MMPI s Quarterly Report on Form 10-Q for the fiscal quarter ended
               December 28, 1996


                                       iii

<PAGE>

                                        SUMMARY

    THE FOLLOWING IS A SUMMARY OF CERTAIN INFORMATION CONTAINED ELSEWHERE IN
THIS PROXY STATEMENT AND DOES NOT PURPORT TO BE COMPLETE.  ALL STATEMENTS IN THE
FOLLOWING SUMMARY ARE QUALIFIED BY AND ARE MADE SUBJECT TO THE MORE DETAILED
INFORMATION CONTAINED ELSEWHERE IN THIS PROXY STATEMENT AND THE ANNEXES HERETO.
THE ANNEXES ATTACHED TO THIS PROXY STATEMENT CONSTITUTE A PART OF THIS PROXY
STATEMENT AND SHOULD BE CONSIDERED AS SUCH.  STOCKHOLDERS ARE URGED TO READ THIS
PROXY STATEMENT, INCLUDING THE ANNEXES, IN ITS ENTIRETY.  THE FULL TEXT OF THE
MERGER AGREEMENT AND THE SH INDUCEMENT AGREEMENT ARE ATTACHED HERETO AS ANNEX I
AND II AND SHOULD BE READ IN THEIR ENTIRETY.

THE SPECIAL MEETING

    DATE, TIME AND PLACE

    The Special Meeting of the stockholders of the Company, will be held on
[_________, ____________ ____], 1997, at 10:00 a.m., local time, at [location].

    PURPOSE OF THE SPECIAL MEETING

    At the Special Meeting, stockholders of the Company will be asked to
consider and vote upon the Scherer Stockholder Proposal which, if adopted, will
provide the Board of Directors of the Company with the authority to vote the
MMPI Common Stock owned by the Company to approve the Merger and the other
transactions contemplated by the Merger Agreement, to sell the ABG Assets to VSI
and to grant to VSI the Covenant Not To Compete as provided in the SH Inducement
Agreement.  Stockholders also will be asked to vote on any other matters as may
properly come before the Special Meeting and any postponement or adjournment
thereof.  The Merger Agreement provides for the merger of Newco with and into
MMPI, with MMPI being the surviving corporation following the Merger.  Effective
as of the consummation of the Merger, all then-outstanding shares of MMPI Common
Stock owned by the Company will be converted into the right to receive $0.797
per share of MMPI Common Stock in cash, without interest (the "Merger
Consideration").  As a result of the Merger, MMPI will become a wholly-owned
subsidiary of VSI and the Company will receive an aggregate of approximatley
$6,057,000 in respect of its shares of MMPI Common Stock and warrants for the
purchase of MMPI Common Stock.  Pursuant to the SH Inducement Agreement, the
Company will receive $5,860,000 for the sale to VSI of the ABG Assets and the
granting to VSI of the Covenant Not To Compete.

    QUORUM

    A majority of shares of Company Common Stock entitled to vote, represented
in person or by proxy, will constitute a quorum at the Special Meeting.
Abstentions, broker non-votes and proxies returned without instructions will be
counted for purposes of determining whether a quorum is present at the Special
Meeting.

<PAGE>

    RECORD DATE; STOCKHOLDERS ENTITLED TO VOTE

    The Company Common Stock is the only class of securities of the Company
entitled to vote at the Special Meeting.  Holders of record of Company Common
Stock on the books of the Company on [_______________ __], 1997 are entitled to
notice of and to vote at the Special Meeting.  On the Record Date, there were
[__________] shares of Company Common Stock outstanding, which were held of
record by approximately [____] persons.

    VOTING REQUIREMENTS

    Adoption of the Scherer Stockholder Proposal requires the affirmative vote
of a majority of the outstanding shares of Company Common Stock entitled to vote
at the meeting.  Each holder of record of Company Common Stock will be entitled
to one vote per share of Company Common Stock at the Special Meeting or any and
all adjournments or postponements thereof.  A SIGNED PROXY RETURNED WITHOUT
INSTRUCTIONS WILL BE VOTED TO ADOPT THE SCHERER STOCKHOLDER PROPOSAL. 
Abstentions will have the effect of a vote against the Scherer Stockholder
Proposal.  Broker non-votes are counted as present, but are deemed not entitled
to vote on proposals for which brokers do not have discretionary authority, and,
therefore, will have the effect of a vote against the Scherer Stockholder
Proposal.  Any proxy given may be revoked either by a written notice duly signed
and delivered to the Secretary of the Company prior to the exercise of the
proxy, by execution of a subsequent proxy or by voting in person at the Special
Meeting.

    Robert P. Scherer, Jr., Chairman of the Board and Chief Executive Officer
of the Company and MMPI, is beneficial owner of, and has the authority to vote,
2,591,180 shares of Company Common Stock, or 60.1% of the aggregate number of
shares of Company Common Stock issued and outstanding on the Record Date. 
Mr. Scherer has agreed with VSI that he will, subject to his fiduciary
obligations as a director and majority stockholder of the Company and as trustee
of certain voting trusts, vote all of the shares of Company Common Stock over
which he has voting authority to adopt the Scherer Stockholder Proposal.  If
Mr. Scherer votes all of the shares of Company Common Stock over which he has
voting authority to adopt the Scherer Stockholder Proposal, the requisite vote
for adoption of the Scherer Stockholder Proposal will have been obtained.

THE SCHERER TRANSACTIONS

    THE MERGER

    As a result of the Merger, each outstanding share of MMPI Common Stock
(other than shares of MMPI Common Stock held by VSI, Newco or any of their
subsidiaries, or in the treasury of MMPI, all of which will be cancelled, and
shares of MMPI Common Stock held by stockholders of MMPI Common Stock who
perfect their dissenters' rights under Article 113 of the Colorado 


                                       2

<PAGE>

Business Corporation Act (the "BCA")) will be converted into the right to 
receive the Merger Consideration, and MMPI will become a wholly-owned 
subsidiary of VSI. Upon consummation of the Merger, the Company will receive 
an aggregate of approximately $6,057,000 in respect of MMPI Comon Stock and 
warrants to purchase MMPI Common Stock owned by the Company. See "The 
Merger--Principal Effects of the Merger."

    The Merger will become effective (the "Effective Time of the Merger") upon
the filing of the certificate of merger with the Secretary of State of the State
of Colorado.  It is anticipated that, subject to the satisfaction or waiver, if
permissible, of the conditions set forth in the Merger Agreement, such filing
will be made promptly after the Merger has been approved by holders of MMPI
Common Stock (the "MMPI Stockholders").  See "The Merger."

    It is a condition precedent to the Effective Time of the Merger that the
Merger be approved by the vote of two-thirds of the shares of MMPI Common Stock
issued and outstanding on the record date for a special meeting of the MMPI
Stockholders called for the purpose of obtaining such approval.  The special
meeting of the MMPI Stockholders will be held on [________________], 1997, at
[__:__] a.m., local time at [LOCATION] and any and all adjournments or
postponements thereof (the "MMPI Special Meeting").  The record date for the
MMPI Special Meeting has been established as [____________], 1997 (the "MMPI
Record Date").

    On the MMPI Record Date, the Company owned 7,211,192, or approximately 51%,
of the issued and outstanding shares of MMPI Common Stock.  Mr. Scherer owned
beneficially and has voting authority over, or had voting authority pursuant to
a voting trust for his adult children over an additional 2,061,856 shares, or
14.5%, of the issued and outstanding shares of MMPI Common Stock.  Mr. Scherer
has informed the Company and MMPI that, subject to his fiduciary obligations as
a director and principal stockholder of MMPI and as trustee of the voting trust,
he intends to vote the shares of MMPI Common Stock over which he has voting
authority in favor of the Merger Agreement and the transactions contemplated
thereby.

    THE SALE OF THE ABG ASSETS AND THE COVENANT NOT TO COMPETE

    Pursuant to the SH Inducement Agreement, the Company has agreed, subject to
the consummation of the Merger, to sell the ABG Assets to VSI and to grant the
Covenant Not To Compete to VSI for an aggregate consideration of $5,860,000. 
The Company currently licenses or leases the ABG Assets to MMPI, which has a
contractual right to purchase the ABG Assets from the Company (the "MMPI
Repurchase Option") at a price equal to $4,500,000 plus $22,500 for each full or
partial month during the period from June 1993 through the date of repurchase.

RELATED TRANSACTIONS

    As part of the transactions contemplated by the Merger Agreement, VSI and
MMPI have entered into a Distribution Agreement pursuant to which VSI is
entitled to distribute MMPI 


                                       3

<PAGE>

products in the United States, Canada and Puerto Rico and MMPI has provided 
28 of its 29 domestic specialty dealers with notice terminating its 
distribution agreements with such dealers at the end of any notice period 
required by such agreements.  One dealer has commenced a lawsuit against MMPI 
and VSI alleging, among other things, that the termination of such dealer's 
distribution agreement with MMPI was unlawful.  MMPI has commenced a lawsuit 
against another dealer seeking to enjoin that dealer from violating its 
distribution agreement during the period prior to termination of that 
agreement by soliciting customers to purchase products of other manufacturers 
and seeking damages as a result of the actions by such dealer. MMPI's motion 
for a temporary restraining order restraining such dealer from violating the 
terms of its distribution agreement with MMPI has been denied.  Neither the 
Company nor MMPI is able to predict the outcome of either lawsuit or whether 
other lawsuits will be filed by other dealers as a result of their 
termination.

    Simultaneously with the execution of the Merger Agreement and the SH
Inducement Agreement, Mr. Scherer entered into an Inducement Agreement with VSI
(the "RPS Inducement Agreement") pursuant to which he agreed, among other
agreements, to execute a covenant not to compete at the Effective Time of the
Merger in exchange for payment of $140,000.  The covenant not to compete will
provide that Mr. Scherer will not compete with VSI in the manufacture and sale
of ABG Products for a period of three years.

BACKGROUND OF THE SCHERER TRANSACTIONS

    For a description of the background of the Scherer Transactions, see "The
Scherer Transactions-Background."

REASONS FOR THE SCHERER TRANSACTIONS

    Beginning in 1993, the Company has made substantial investments in MMPI. 
The Scherer Transactions allow the Company to liquidate that investment on
favorable terms. 

    Since the Company made its initial investment in MMPI, the method by which
medical devices are distributed in the United States has undergone, and
continues to undergo, significant structural changes.  These structural changes
have had a significant negative impact on smaller medical device manufacturers
such as MMPI that have limited or non-proprietary product lines and cost
structures which make it difficult to compete on a basis where price is the
primary purchasing factor.  In recognition of the structural changes in the
medical device market and MMPI's own limited ability to meet the challenges
posed by those changes because of its limited financial resources, the Company's
Board of Directors has concluded that the Scherer Transactions provide a greater
return to the Company from its investment in MMPI than any of the other
alternatives available to the Company.  In reaching this conclusion, the Board
considered the fact that, although the per share price offered by VSI was below
the market price of MMPI Common Stock at the time the Merger was announced, the
price was approximately 11.0% higher than the average price of MMPI Common Stock
during the three calendar months 


                                       4

<PAGE>

preceding the month in which the Scherer Transactions were announced and was 
approximately 14.3% higher than the average price of the MMPI Common Stock 
for the calendar month preceding the month in which the Scherer Transactions 
were announced.  The Board also considered the terms of the Company's Series 
A Preferred Stock which provides that the Company begin paying a dividend on 
such stock if MMPI reaches certain profitability targets. See "The Scherer 
Transactions-Reasons for the Scherer Transactions."

RECOMMENDATION OF THE COMPANY'S BOARD OF DIRECTORS

    The Company's Board recommends (with Mr. Scherer abstaining) that the
Company's stockholders vote to adopt the Scherer Stockholder Proposal and
approve the Scherer Transactions.

    The Company's Board provided its recommendation after consideration of a
number of factors, which are described under the heading "The Scherer
Transactions--Recommendation of the Board."  In considering the recommendation
of the Company's Board, stockholders should be aware that certain members of the
Company's management and Board have certain interests in the Scherer
Transactions that are in addition to the interests of the Company's
stockholders. The Company's Board was aware of these interests and considered
them, among other matters, in recommending the adoption of the Scherer
Stockholder Proposal.  See "-- Related Transactions," "The Scherer Transactions
- -- Related Transactions" and "Interests of Certain Persons in the Scherer
Transactions."

OPINION OF THE FINANCIAL ADVISOR

    The Company engaged Summit to act as its financial advisor in connection
with the Scherer Transactions.  On March 14, 1997, Summit delivered to the
Company's Board its oral opinion, which was followed by a written opinion dated
March 17, 1997 (the "Summit Opinion"), that the consideration to be received by
the Company pursuant to the Merger is fair to the stockholders of the Company
from a financial point of view (excluding Robert P. Scherer, Jr. as to whom no
view was expressed).

    The full text of the Summit Opinion, which sets forth the procedures
followed, matters considered and assumptions made in connection with rendering
such opinion, is attached as Annex IV to this Proxy Statement.  The Summit
Opinion will be updated and presented to stockholders at the Special Meeting. 
See "The Scherer Transactions--Opinion of the Financial Advisor." STOCKHOLDERS
OF THE COMPANY ARE URGED TO READ THE SUMMIT OPINION IN ITS ENTIRETY.

ACCOUNTING TREATMENT

    The Company intends to account for the Scherer Transactions as a
discontinued operation in its consolidated financial statements.  The Company
has made certain estimates (see "Selected 


                                       5

<PAGE>

Historical and Pro Forma Consolidated Financial Data" and "Unaudited Pro 
Forma Condensed Consolidated Financial Information"); however, the final 
amounts are dependent upon the timing of the transactions.

CERTAIN FEDERAL INCOME TAX CONSEQUENCES

    The Company's receipt of cash for MMPI Common Stock as a result of the
Merger and the sale of the ABG Assets will be a taxable transaction to the
Company for federal and state income tax purposes.  See "The Scherer
Transactions--Certain Income Tax Consequences."

SOURCES AND AMOUNT OF FUNDS

    The total amount of funds required by VSI for the payment of the Merger
Consideration, to repay certain indebtedness owed by MMPI, to purchase the ABG
Assets and the covenants not to compete from the Company and Mr. Scherer and to
pay related fees and expenses, is expected to be approximately $25.0 million. 
VSI has advised the Company that it will pay for such obligations primarily from
cash on hand.  VSI has also advised the Company that on the date of this Proxy
Statement, it had cash reserves in excess of $40 million.

BUSINESS OF THE COMPANY

    The Company is a holding company, which, through its subsidiaries,
manufactures, distributes and sells specialized health care products and
services.  Through its investment in MMPI, the Company manufactures and sells
medical devices and surgical/safety disposables. Through its majority owned
partnership, BioSystems Partners, and subsidiary, Medical Waste Systems, Inc.,
the Company provides medical waste management services.  Through its subsidiary,
Scherer Laboratories Inc., the Company markets and sells consumer health care
products.  See "Business of the Company."  Upon consummation of the Scherer
Transactions, the Company will have disposed of its entire medical device and
surgical/safety disposables line of business.

PRICE RANGE OF COMPANY COMMON STOCK AND DIVIDENDS

    The Company Common Stock is traded on the Nasdaq National Market under the
ticker symbol SCHR.  As of the Record Date, the number of record holders of
Company Common Stock was approximately [____] persons.  The table below shows
the quarterly high and low sales prices for the Company's fiscal periods
indicated.  All quotations were reported to the Company by Nasdaq and represent
actual transactions and not inter-dealer quotations.


                                       6

<PAGE>

                     QUARTERLY HIGH AND LOW SALES PRICES



                                  HIGH                 LOW
                                  ----                 ---
FISCAL 1995

First Quarter                      $23                $18-1/2 
Second Quarter                      23                  20    
Third Quarter                       23                  20    
Fourth Quarter                    20-1/8                 5    


FISCAL 1996

First Quarter                      $ 7                $  5    
Second Quarter                     5-1/2                 2    
Third Quarter                        5                  2-1/2 
Fourth Quarter                       5                  2-1/4 


FISCAL 1997

First Quarter                     $5-1/2              $ 3-7/8 
Second Quarter                     4-5/8                2-1/4 
Third Quarter                      3-3/4                 2    
Fourth Quarter                     2-5/8                 2    


    On March 14, 1997, the last full trading day prior to the announcement of 
the Scherer Transactions, the reported last transaction price per share of 
Company Common Stock reported to the Company by Nasdaq was $2.25.  On 
[___________ __], 1997, the last full trading day prior to the date of this 
Proxy Statement, the last transaction sales price of Company Common Stock 
reported to the Company by Nasdaq was $[______] per share of Company Common 
Stock.  STOCKHOLDERS ARE URGED TO OBTAIN CURRENT MARKET QUOTATIONS FOR 
COMPANY COMMON STOCK.

    While there are no restrictions on the payment of dividends, the Company 
has not declared any cash dividends in its history and does not anticipate 
that dividends will be paid in the foreseeable future.


                                      7
<PAGE>

SELECTED HISTORICAL AND PRO FORMA CONSOLIDATED FINANCIAL DATA
                                           
    The following tables set forth selected historical and pro forma 
consolidated financial data of the Company.  The historical consolidated 
financial data as of and for the nine months ended December 31, 1996 and 
December 31, 1995, and as of and for each of the years in the five year 
period ended March 31, 1996 is qualified in its entirety by, and should be 
read in conjunction with, the detailed information and financial statements, 
including the notes thereto, appearing in the Company's Annual Report on Form 
10-K for the fiscal year ended March 31, 1996 attached hereto as Annex V and 
the Company's Quarterly Reports on Form 10-Q for the fiscal quarters ended 
June 30, 1996, September 30, 1996, and December 31, 1996 attached as Annexes 
VI, VII and VIII, respectively.  The historical consolidated financial data 
as of and for the nine months ended December 31, 1996 and December 31, 1995 
is unaudited but, in the opinion of  management, include all adjustments 
(consisting of normal recurring accruals) necessary to present fairly the 
information set forth therein.  The historical consolidated financial data is 
not necessarily indicative of the results of operations for any future 
period. Furthermore, the results of operations for the nine months ended 
December 31, 1996 should not be regarded as indicative   of the results that 
may be expected for the full year.

    The pro forma consolidated financial data as of and for the nine months 
ended December 31, 1996 and December 31, 1995, and as of and for the each of 
the years in the three year period ended March 31, 1996 reflect the effects 
on the historical results of the Company of the Scherer Transactions.  The 
operations of MMPI, which have been included in the Company's consolidated 
financial statements since the first quarter of fiscal 1994, are included in 
the Company's Medical Device and Surgical/Safety Disposables Segment along 
with the operations of Scherer Healthcare, Ltd. ("Scherer Ltd."), a limited 
partnership that was 65% owned by the Company, whose assets and businesses 
were sold in October 1995 and October 1996, respectively.  Upon the 
consummation of the Merger, the operations of the Medical Device and 
Surgical/Safety Disposables Segment of the Company will be accounted for as a 
discontinued segment and, accordingly, the operations of MMPI and Scherer 
Ltd. will be segregated and reported as discontinued operations in the 
Company's consolidated financial statements.  The pro forma consolidated 
financial data reflects the accounting treatment of this segment as a 
discontinued operation for the periods being presented.

    The pro forma consolidated financial data is presented for illustrative 
purposes only and is not necessarily indicative of the operating results or 
financial position that actually would have occurred, nor is it necessarily 
indicative of future operating results or financial position.

    The historical financial statements of MMPI are included in MMPI's Annual 
Report on Form 10-K for the fiscal year ended March 30, 1996 and Quarterly 
Reports on Form 10-Q for the fiscal quarters ended June 29, 1996, September 28, 
1996 and December 28, 1996, which reports are attached hereto as Annexes 
IX, X, XI and XII, respectively.  Such reports are attached for informational 
purposes and are incorporated by reference herein.


                                      8
<PAGE>

                      SELECTED HISTORICAL FINANCIAL DATA
              (In Thousands of Dollars, Except Per Share Amounts)

<TABLE>
<CAPTION>
                             NINE MONTHS
                               ENDED 
                             DECEMBER 31,                       YEAR ENDED MARCH 31,
                            --------------      ------------------------------------------------
                            1996      1995      1996       1995       1994      1993      1992
                            ----      ----      ----       ----       ----      ----      ----
<S>                         <C>       <C>       <C>        <C>        <C>       <C>       <C>
INCOME STATEMENT DATA:
Net sales                   $26,727   $32,086   $41,857    $42,802    $41,229   $20,323   $20,205 
Income (loss) from
 continuing operations         $(78)   $2,222    $2,668    $(4,637)      $157    $1,135     $(418)
Net income (loss)              $(78)   $1,526    $1,748   $(10,171)   $(3,963)  $(1,471)  $(1,458)
Income (loss) from
 continuing operations
 per common share            $(0.02)    $0.52     $0.60     $(1.09)     $0.04     $0.29    $(0.11)
Net income (loss) per
 common share                $(0.02)    $0.36     $0.40     $(2.39)    $(1.00)   $(0.38)   $(0.37)
            
BALANCE SHEET DATA (1):
Total assets                $32,381   $33,753   $34,443    $41,528    $51,907   $29,950   $34,853 
Long-term obligations        $5,472    $5,051    $5,638     $5,316     $4,617      $511      $598 
Book value per
 common share                 $3.74     $3.74     $3.66      $3.40      $6.24     $5.28     $5.59
Cash dividends
 declared per
 common share                 $0.00     $0.00     $0.00      $0.00      $0.00     $0.00     $0.00 
            
</TABLE>

                     SELECTED UNAUDITED PRO FORMA FINANCIAL DATA
                 (In Thousands of Dollars, Except Per Share Amounts)
                                           
                                 NINE MONTHS
                                    ENDED   
                                 DECEMBER 31,        YEAR ENDED MARCH 31,
                              ----------------    ---------------------------
                               1996      1995      1996       1995      1994 
                               ----      ----      ----       ----      ----
INCOME STATEMENT DATA:
Net Sales                     $9,818    $8,843    $11,859    $11,023   $10,672 
Income (loss) from
  continuing operations         $330     ($293)       $(5)   $(2,974)   $1,517 
Net income (loss)               $(78)   $1,526     $1,748   $(10,171)  $(3,963)
Income (loss) from con-
  tinuing operations per
  common share                 $0.07    $(0.07)     $0.00     $(0.70)    $0.38 
Net income (loss) per
  common share                $(0.02)    $0.36      $0.40     $(2.39)   $(1.00)


                                          9

<PAGE>

  BALANCE SHEET DATA:
Total assets                  $21,093   $21,370    $21,332    $28,012   $35,208 
Net assets of discontin-
   ued operations (2)          $7,161    $8,154     $8,030    $12,067   $12,272 
Long-term obligations            $810      $646       $648       $726      $591 
Book value per
    common share                $3.74     $3.74      $3.66      $3.40     $6.24 
Cash dividends declared
    per common share            $0.00     $0.00      $0.00      $0.00     $0.00 

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

(1)     Restated balance sheet data as of December 31, 1995 reflects the 
        effects of the discontinued operations of Biofor, Inc. whose 
        operations were discontinued in fiscal 1996. All other historical 
        financial data has been restated previously to reflect the effects 
        of Biofor's discontinued operations and are included in the 
        Company's Annual Report on Form 10-K for the fiscal year ended 
        March 31, 1996 (attached hereto as Annex V) and the Company's 
        Quarterly Report on Form 10-Q for the quarterly period ended 
        December 31, 1996 (attached hereto as Annex VIII), each of which is 
        incorporated herein by reference.
          
(2)     Reflects the net assets of MMPI and Scherer Ltd. which will be 
        accounted for as discontinued operations upon the consummation of 
        the Merger.  Additionally, includes the net assets of Biofor, Inc. 
        whose operations were discontinued in fiscal 1996 (see Note (1) 
        above).


                                     10
<PAGE>

                 UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL
                                     INFORMATION
                                           
OVERVIEW
                                           
    The following unaudited pro forma condensed consolidated balance sheet as 
of December 31, 1996, and the unaudited pro forma condensed consolidated 
statements of continuing operations for the nine months ended December 31, 
1996 and for the year ended March 31, 1996 give effect to the Scherer 
Transactions (the Merger of Newco into MMPI, the sale of the ABG Assets to 
VSI and the execution of the Covenant Not to Compete).  Pursuant to the 
Merger Agreement, the MMPI Stockholders will receive $0.797 per share for 
each outstanding share, at the Effective Time of the Merger, of MMPI Common 
Stock.  The Company owns 7,211,192 shares of MMPI Common Stock directly and 
holds warrants to purchase an additional 6,580,000 shares of MMPI Common 
Stock at an exercise price of $0.75 per share.
                                           
    In connection with the transactions contemplated by the Merger Agreement, 
the Company entered into the SH Inducement Agreement pursuant to which VSI 
has agreed, provided the Merger is consummated, to purchase the ABG Assets 
and to enter into the Covenant Not to Compete for an aggregate purchase price 
of $5,860,000.  As part of the investment made in MMPI by the Company in June 
1993, the Company acquired title to the ABG Assets which it leases and 
licenses back to MMPI.  MMPI has an option to repurchase the ABG Assets from 
the Company (the "MMPI Repurchase Option") at a purchase price equal to 
$4,500,000 plus $22,500 per month during the period from June 1993 through 
the date of repurchase.  VSI has agreed to purchase the ABG Assets from the 
Company for a purchase price equal to the purchase price under the MMPI 
Repurchase Option. The consideration for the Covenant Not to Compete will be 
the difference between $5,860,000 and the amount paid by VSI for the ABG 
Assets.
                                           
    The unaudited pro forma condensed consolidated financial information is 
presented for illustrative purposes only and is not necessarily indicative of 
the operating results or financial position that actually would have occurred 
if the Scherer Transactions had been consummated as of such dates in 
accordance with the assumptions set forth below, nor is it necessarily 
indicative of future operating results or financial position.
                                           
PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
                                           
    The following unaudited pro forma condensed consolidated balance sheet 
gives effect to the Scherer Transactions as if they had occurred on December 
31, 1996.  The unaudited condensed consolidated balance sheet is based on 
previously described financial information of the Company as of December 31, 
1996 and the pro forma adjustments described in the Notes to Pro Forma 
Condensed Consolidated Financial Information included herein.


                                        11
<PAGE>

                    PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
                                  DECEMBER 31, 1996
                                     (Unaudited)
                                           
                                        ASSETS

<TABLE>
<CAPTION>
                                                   Company         Pro Forma        Company
                                                 As Reported      Adjustments      Pro Forma
                                                 -----------     ------------     -----------
<S>                                              <C>            <C>               <C>
CURRENT ASSETS
Cash and cash equivalents                         $2,848,000       $(514,000)(a)     $12,106,000 
                                                                   3,912,000 (b)
                                                                   5,860,000 (c)
Accounts receivable, net                           5,515,000      (2,713,000)(a)       2,802,000 
Current maturities of notes receivable               255,000         (69,000)(a)         186,000 
Inventories                                        3,806,000      (3,605,000)(a)         201,000 
Prepaid and other                                    312,000        (176,000)(a)         136,000 
                                                 -----------      ----------         -----------
Total current assets                              12,736,000       2,695,000          15,431,000 
                                                
PROPERTY AND EQUIPMENT                            16,653,000      (9,027,000)(a)       7,626,000 
                                                
Less accumulated amortization                     (6,174,000)      2,350,000 (a)      (3,824,000)
                                                 -----------      ----------         -----------
Net property and equipment                        10,479,000      (6,677,000)          3,802,000 
                                                
OTHER ASSETS                                    
Costs in excess of net assets of businesses     
  acquired, net                                    6,453,000      (3,931,000)(c)       2,522,000 
Intangibles, net                                     343,000         (69,000)(a)         274,000 
Other                                              1,675,000                           1,675,000 
Net assets of discounted operations                  695,000                             695,000 
                                                 -----------      ----------         -----------
  Total other assets                               9,166,000      (4,000,000)          5,166,000 
                                                 -----------      ----------         -----------
TOTAL ASSETS                                     $32,381,000     $(7,982,000)        $24,399,000
                                                 -----------      ----------         -----------
                                                 -----------      ----------         -----------

                            LIABILITIES AND STOCKHOLDERS' EQUITY

                                                   Company         Pro Forma            Company
                                                 As Reported      Adjustments          Pro Forma
                                                 -----------     ------------          ---------
CURRENT LIABILITIES
Accounts payable                                  $1,829,000     $(1,195,000)(a)       $ 634,000
Accrued expenses                                   3,995,000      (2,879,000)(a)       1,516,000
                                                                     400,000 (d)
Current maturities of debt obligations               999,000        (774,000)(a)         225,000
Payable to affiliates                              2,145,000      (2,145,000)(b)             -
Other                                                 18,000         140,000 (e)         158,000
Net liabilities of discontinued operations            26,000                              26,000
                                                 -----------      ----------         -----------
  Total current liabilities                        9,012,000      (6,453,000)          2,559,000
                                                
LONG-TERM DEBT, NET OF CURRENT MATURITIES          5,142,000      (4,662,000)(a)         480,000
OTHER LIABILITIES                                    330,000         258,000 (c)         588,000
COMMITMENTS AND CONTINGENCIES                   
MINORITY INTEREST IN SUBSIDIARY                    1,801,000      (1,801,000)(a)             --
STOCKHOLDERS' EQUITY                              16,096,000       4,676,000 (f)      20,772,000
                                                 -----------      ----------         -----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY       $32,381,000     $(7,982,000)        $24,399,000
                                                 -----------      ----------         -----------
                                                 -----------      ----------         -----------
</TABLE>

See Notes to Pro Forma Condensed Consolidated Financial Information.


                                      12

<PAGE>

PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF CONTINUING OPERATIONS

     The following unaudited pro forma condensed consolidated statements of 
continuing operations for the nine months ended December 31, 1996 and for the 
year ended March 31, 1996 present the operating results of the Company as if 
the transactions had occurred at April 1, 1995. The statements are based on 
previously described financial information of the Company for the respective 
periods and the pro forma adjustments described in the Notes to Pro Forma 
Condensed  Consolidated Financial Information included herein.

     MMPI's operations are included in the Company's Medical Device and 
Surgical/Safety Disposables Segment along with the operations of Scherer 
Healthcare, Ltd. ("Scherer Ltd."), a limited partnership that was 65% owned 
by the Company.  In October 1995, Scherer Ltd. sold certain of its assets 
that were used in connection with its business of packing and distributing 
medical supplies for surgical procedures and providing nonwoven medical 
drapes, gowns and accessory items to hospitals and other healthcare providers 
(the "Medical Business").  In October 1996, Scherer Ltd. sold substantially 
all of its remaining assets that were used in its business of providing 
nonwoven apparel for industrial uses (the "Industrial Business"). Upon the 
consummation of the Merger, the operations of the Medical Device and 
Surgical/Safety Disposables Segment of the Company will be accounted for as a 
discontinued segment and, accordingly, the operations of Scherer Ltd. and 
MMPI will be segregated and reported as discontinued operations in the 
Company's consolidated financial statements. Therefore, the operations of 
Scherer Ltd. in addition to the operations of MMPI are being eliminated for 
the periods indicated in the pro forma condensed consolidated statements of 
continuing operations.


                                     13
<PAGE>
                                       
       PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF CONTINUING OPERATIONS
                  FOR THE NINE MONTHS ENDED DECEMBER 31, 1996
                                (Unaudited)

<TABLE>
<CAPTION>
                                              Pro Forma         Pro Forma
                                 Company as   Adjustments for   Adjustments for   Pro Forma         Company
                                 Reported     Scherer Ltd. (g)  MMPI (h)          Adjustments (i)   Pro Forma
                                 ----------   ----------------  ---------------   ---------------   ---------
<S>                             <C>           <C>               <C>               <C>              <C>
                                                                                                             
NET SALES                       $26,727,000        $(1,069,000)    $(15,840,000)                   $9,818,000
                                                                                                             
COSTS AND EXPENSES                                                                                           
                                                                                                             
Costs of goods sold              17,575,000         (1,043,000)     (10,862,000)                    5,670,000
Selling, general and                                                                                         
 administrative                   8,739,000           (343,000)      (4,647,000)                    3,749,000
Research and development            196,000                            (196,000)                         -   
                                 ----------   ----------------  ---------------   ---------------   ---------
Total costs and expenses         26,510,000         (1,386,000)     (15,705,000)                    9,419,000
                                 ----------   ----------------  ---------------   ---------------   ---------
                                                                                                             
OPERATING INCOME                    217,000            317,000         (135,000)                      399,000
                                                                                                             
OTHER INCOME                                                                                                 
 (EXPENSE) NET                     (677,000)            84,000          532,000           149,000      88,000
                                 ----------   ----------------  ---------------   ---------------   ---------
                                                                                                             
                                                                                                             
Income (loss) from continuing                                                                                
 operations before minority                                                                                  
 interest and income taxes         (460,000)           401,000          397,000           149,000     487,000
Minority interest in net loss of                                                                             
 subsidiary and partnerships        390,000            (70,000)        (320,000)                         -   
                                 ----------   ----------------  ---------------   ---------------   ---------
Income (loss) from continuing                                                                                
 operations before income taxes     (70,000)           331,000           77,000           149,000     487,000
Provision for income taxes           (8,000)                                                           (8,000)
                                 ----------   ----------------  ---------------   ---------------   ---------
Income (loss) from continuing                                                                                
 operations                        $(78,000)          $331,000          $77,000          $149,000    $479,000
                                 ----------   ----------------  ---------------   ---------------   ---------
                                 ----------   ----------------  ---------------   ---------------   ---------
Income (loss) from continuing                                                                                
 operations per common share         $(0.02)                                                            $0.11
                                 ----------                                                         ---------
                                 ----------                                                         ---------
Weighted average common                                                                                      
 shares outstanding               4,298,139                                                         4,418,486
                                 ----------                                                         ---------
                                 ----------                                                         ---------
</TABLE>

See Notes to Pro Forma Condensed Consolidated Financial Information.


                                      14
<PAGE>
                                       
       PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF CONTINUING OPERATIONS
                        FOR THE YEAR ENDED MARCH 31, 1996
                                   (Unaudited)

<TABLE>
<CAPTION>
                                              Pro Forma         Pro Forma
                                 Company as   Adjustments for   Adjustments for   Pro Forma           Company
                                 Reported     Scherer Ltd. (g)  MMPI (h)          Adjustments (i)     Pro Forma
                                 ----------   ----------------  ---------------   ---------------   -----------
<S>                             <C>           <C>               <C>               <C>               <C>
NET SALES                       $41,857,000        $(7,555,000)    $(22,443,000)                    $11,859,000

COSTS AND EXPENSES
Cost of goods sold               28,540,000         (6,518,000)     (15,305,000)                      6,717,000
Selling, general and                                                                                           
 administrative                  12,769,000         (1,361,000)      (6,283,000)                      5,125,000
Research and development            155,000                            (155,000)                           -   
                                 ----------   ----------------  ---------------   ---------------   -----------
Total costs and expenses         41,464,000         (7,879,000)     (21,743,000)                     11,842,000
                                 ----------   ----------------  ---------------   ---------------   -----------
OPERATING INCOME                    393,000            324,000         (700,000)                         17,000
                                                                                                               
OTHER INCOME                                                                                                   
 (EXPENSE), NET                   2,828,000         (2,760,000)        (267,000)          518,000       319,000
                                 ----------   ----------------  ---------------   ---------------   -----------

Income from continuing                                                                                         
 operations before minority                                                                                    
 interest and income taxes        3,221,000         (2,436,000)       (967,000)           518,000       336,000
Minority interest in net                                                                                       
 (income) loss of subsidiary                                                                                   
 and partnerships                    (5,000)            70,000         (65,000)                            -   
                                 ----------   ----------------  ---------------   ---------------   -----------
Income from continuing                                                                                         
 operations before                                                                                             
 income taxes                     3,216,000         (2,366,000)     (1,032,000)           518,000       336,000
Benefit (provision) for                                                                                        
 income taxes                      (548,000)            28,000         697,000                          177,000
                                 ----------   ----------------  ---------------   ---------------   -----------
Income from continuing                                                                                         
 operations                      $2,668,000        $(2,338,000)      $(335,000)          $518,000      $513,000
                                 ----------   ----------------  ---------------   ---------------   -----------
                                 ----------   ----------------  ---------------   ---------------   -----------
Income from continuing                                                                                         
 operations per common share          $0.60                                                               $0.12
                                 ----------                                                         -----------
                                 ----------                                                         -----------
Weighted average common                                                                                        
 shares outstanding               4,421,483                                                           4,421,483
                                 ----------                                                         -----------
                                 ----------                                                         -----------
</TABLE>

See Notes to Pro Forma Condensed Consolidated Financial Information.


NOTES TO PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION

(a)  Reflects the pro forma effects of the proposed Merger on the Company's   
     51% interest in MMPI as if the Merger had occurred on December 31, 1996. 
     MMPI has been included in the Company's consolidated financial statements
     since the first quarter of fiscal 1994. Minority interest represents the
     equity interest in MMPI of outside investors.

(b)  Pursuant to the terms of the Merger Agreement, the MMPI Stockholders     
     will receive $0.797 per share for each outstanding share of MMPI Common  
     Stock. In total, the Company will receive approximately $6,057,000 in    
     cash for the 7,211,192 shares of MMPI Common Stock that it owns 


                                      15

<PAGE>

     directly and the warrants that it holds for the purchase of an additional
     6,580,000 shares of MMPI Common Stock at an exercise price of $0.75 per  
     share. The Company plans to use a portion of the proceeds from the       
     Scherer Transactions to repay the debt payable to an affiliated company  
     ($2,145,000 as of December 31, 1996) which was restructured into a five  
     year promissory note in the fourth quarter of fiscal 1997.

(c)  Represents the $5,860,000 in cash proceeds the Company will receive in   
     exchange for the ABG Assets owned by the Company and the Covenant Not to 
     Compete. The purchase price for the ABG Assets will be the exercise      
     price of the MMPI Repurchase Option and the consideration for the        
     Covenant Not to Compete will be the difference between $5,860,000 and    
     the purchase price of the ABG Assets. Assuming a June 1997 closing of    
     the Scherer Transactions, the purchase price for the ABG assets will be  
     approximately $5,602,000 and the net book value of the goodwill          
     associated with the acquisition of the ABG Assets by the Company in June 
     1993 will be approximately $3,931,000. The consideration for the         
     Covenant Not to Compete will be approximately $258,000 and will be       
     reported as deferred income and amortized over a three year period from  
     the date of closing.

(d)  Reflects the accrual of estimated transaction costs associated with the  
     Scherer Transactions.

(e)  Reflects the estimated income tax effect from the Scherer Transactions.  

(f)  Reflects the estimated impact to stockholders' equity from the Scherer   
     Transactions including estimated gains, before the effect of income      
     taxes and transaction costs, of over $3,000,000 from the Merger and over 
     $1,500,000 from the sale of ABG Assets. The estimated gain from the      
     Merger is dependent upon MMPI's operations through December 31, 1996;    
     however, the estimated gain will be further adjusted by MMPI's           
     operations from January 1, 1997 through the date of closing. The         
     estimated gain on the sale of the ABG Assets assumes a June 1997 closing.

(g)  Reflects the elimination of the operations related to the Medical        
     Business, which was sold in October 1995, and the Industrial Business,   
     which was sold in October 1996, of Scherer Ltd. for the nine months      
     ended December 31, 1996 and for the year ended March 31, 1996. The       
     operations of Scherer Ltd. that are being eliminated include a pretax    
     gain of approximately $2,800,000, or $0.63 per share, from the sale of   
     the Medical Business during the year ended March 31, 1996. The           
     operations of Scherer Ltd. were included with the operations of MMPI in  
     the Company's Medical Device and Surgical/Safety Disposables Segment.    
     The operations of this segment will be accounted for as a discontinued   
     segment upon the consummation of the Merger and, accordingly, the        
     operations of Scherer Ltd. and MMPI will be segregated and reported as a 
     discontinued operation in the Company's consolidated financial           
     statements.

(h)  Reflects the elimination of the operations of MMPI for the nine months   
     ended December 31, 1996 and for the year ended March 31, 1996.

(i)  Reflects interest expense associated with the repayment of the debt      
     payable to an affiliated company assuming a transaction date of April 1, 
     1995 for the nine months ended December 31, 1996 and for the year ended  
     March 31, 1996.


                                      16
<PAGE>

                           THE SCHERER TRANSACTIONS 
                                       
    The information contained in this Proxy Statement with respect to the 
Scherer Transaction is qualified in its entirety by reference to the complete 
text of the Merger Agreement and the SH Inducement Agreement, which are 
attached to this Proxy Statement as Annexes I and II and incorporated by 
reference herein.  STOCKHOLDERS ARE URGED TO READ THE MERGER AGREEMENT AND 
THE SH INDUCEMENT AGREEMENT IN THEIR ENTIRETY FOR A MORE COMPLETE DESCRIPTION 
OF THE SCHERER TRANSACTIONS.

THE SCHERER TRANSACTIONS

    On the date of this Proxy Statement, the Company owned 7,211,192 shares 
of MMPI Common Stock and warrants to purchase an additional 6,580,000 shares 
at an exercise price of $0.75 per share.  The Company also owned the ABG 
Assets which it leases and licenses to MMPI subject to the MMPI Repurchase 
Option.

    As a result of the Scherer Transactions, the Company will receive an 
aggregate of approximately $11,917,000 in cash, including approximately 
$6,057,000 in cash for its shares of MMPI Common Stock and warrants to 
purchase MMPI Common Stock and $5,860,000 for the sale of the ABG Assets and 
the execution of the Covenant Not to Compete.  Following the Scherer 
Transactions, the Company will not have any ownership interests in MMPI or 
the ABG Assets.
    
    THE MERGER

    Upon consummation of the Merger, Newco will be merged with and into MMPI, 
with MMPI being the surviving corporation (as such, the "Surviving 
Corporation").  If the Merger is consummated, MMPI will become a wholly-owned 
subsidiary of VSI, and the Company will no longer have an equity interest in 
MMPI and will not share in its future earnings or growth, if any. Instead, 
the Company will receive $5,747,320 in exchange for the shares of MMPI Common 
Stock owned by it and $309,260 through the exercise of its warrants for the 
purchase of MMPI Common Stock.

    THE SALE OF THE ABG ASSETS AND THE COVENANT NOT TO COMPETE

    The ABG Assets were acquired by the Company from MMPI in June 1993.  When 
the Company acquired the ABG Assets from MMPI, it granted MMPI the MMPI 
Repurchase Option.  If MMPI were to exercise the MMPI Repurchase Option on 
June 30, 1997, the purchase price for the ABG Assets pursuant to the MMPI 
Repurchase Option would be $5,602,000.


                                      17
<PAGE>

    Pursuant to the SH Inducement Agreement, the Company will, at the 
Effective Time of the Merger, sell the ABG Assets to VSI for a purchase price 
equal to the price for which MMPI would be able to purchase the ABG Assets 
pursuant to the MMPI Repurchase Option, but not more then $5,860,000.  
Simultaneously, the Company will enter into the Covenant Not to Compete for 
additional consideration, if any, equal to the difference between $5,860,000 
and the purchase price paid by VSI for the ABG Assets.  Assuming that the 
Effective Date of the Merger is June 30, 1997, the Company will receive 
approximately $258,000 for the Covenant Not To Compete.

RELATED TRANSACTIONS

    DISTRIBUTION AGREEMENT

    Simultaneous with the execution of the Merger Agreement, MMPI and VSI 
entered into a Distribution Agreement (the "Distribution Agreement") pursuant 
to which VSI is authorized to sell MMPI products for a period of two years 
and MMPI provided 28 of its 29 existing domestic specialty dealers with 
notices of termination of their distribution agreements which, as a general 
matter, allow for termination on 30 to 90 days' notice.  MMPI negotiated the 
Distribution Agreement to protect itself from the product revenue loss that 
MMPI anticipates would otherwise occur as its existing dealers de-emphasized 
the sale of MMPI products in anticipation of being terminated by VSI as 
dealers following the Effective Time of the Merger.  If the Merger does not 
occur for any reason, MMPI believes that using VSI as its principal domestic 
dealer will enhance its sales as a result of VSI's strong sales force.  The 
Distribution Agreement may be terminated by MMPI if VSI does not meet certain 
specified sales quotas after June 30, 1997.  The Distribution Agreement 
otherwise provides for what MMPI believes to be market terms.

    One of MMPI's dealers has commenced a lawsuit against MMPI and VSI 
alleging, among other things, that the termination of its distribution 
agreement was unlawful.  MMPI has commenced a lawsuit against another dealer 
seeking to enjoin the dealer from violating its distribution agreement by 
soliciting customers of MMPI products to purchase competing products 
manufactured by other manufacturers.  MMPI's motion for a temporary 
restraining order restraining such dealer from violating the terms of its 
distribution agreement with MMPI has been denied.  Neither the Company nor 
MMPI is able to predict the outcome of either lawsuit or whether other 
lawsuits will be filed by other dealers as a result of their termination.

    THE RPS INDUCEMENT AGREEMENT

    Pursuant to the RPS Inducement Agreement, Mr. Scherer is required to 
enter into a covenant not to compete pursuant to which he agrees that for a 
period of three years following the Effective Time of the Merger, he will not 
engage in the business of manufacturing or selling ABG Products.  In 
consideration of this covenant not to compete, VSI has agreed to pay Mr. 
Scherer $140,000.

AGREEMENT TO PAY CERTAIN EXPENSES OF THE COMPANY

     MMPI has agreed to reimburse the Company for up to $25,000 of expenses 
of the Company incurred in connection with the Scherer Transactions and the 
Special Meeting.


                                      18
<PAGE>

BACKGROUND OF THE SCHERER TRANSACTIONS 

    On October 1, 1991, the United States Food and Drug Administration issued 
a cease and desist order to MMPI which had the immediate effect of stopping 
the manufacture and sale of MMPI's products for approximately three months 
and a long term negative impact on MMPI's business.  As a result of the 
financial and business distress caused by this shutdown, MMPI sought 
investments from third parties.

    In June 1993, the  Company made an initial investment in MMPI by (i) 
purchasing the ABG Assets from MMPI for $4,500,000 and leasing and licensing 
these assets back to MMPI, and (ii) participating with the Company in an 
exchange offer pursuant to which certain outstanding indebtedness of MMPI was 
exchanged for new notes of MMPI, shares of Series A convertible preferred 
stock of the Company and warrants to purchase MMPI Common Stock.  In 
consideration for the issuance of its Preferred Stock as part of the exchange 
offer, the Company received a $4,352,000 note of MMPI which was, at the 
election of the Company, convertible into MMPI Common Stock (the "MMPI 
Note").  In consideration for its agreement to enter into the sale and 
leaseback of the ABG Assets, the Company received warrants to purchase 
5,780,000 shares of MMPI Common Stock.

    In May 1994, the Company converted $2,500,000 of the MMPI Note into 
3,333,333 shares of MMPI Common Stock.

    Although the Company's investment provided MMPI with the financial 
resources to survive, MMPI was unable to return its operations to 
profitability in an increasingly competitive industry.  Because of MMPI's 
ongoing financial problems and the changing and increasingly competitive 
medical device market, MMPI's management undertook a rigorous review of the 
strategic alternatives available to MMPI in the second and third quarters of 
1995.  The strategic alternatives investigated included seeking protection 
under the United States Bankruptcy Code, the sale of all or part of MMPI's 
assets, the acquisition or divestiture of product lines, funding a new three 
year strategic plan through the raising of additional capital and a strategic 
combination of MMPI with another medical device manufacturer or distributor.  
As part of this review, in August 1995, MMPI retained Triad Partners, Inc., a 
private merchant banking firm, to assist it in devising a long range 
strategy.  MMPI's management concluded that MMPI should try to implement a 
three year plan to reduce expenses, mechanize production and diversify 
product lines, all of which would require MMPI to reduce its leverage and 
attract additional capital.  In addition, MMPI's management also concluded 
that MMPI should consider proposals from third parties desiring to acquire 
MMPI as an alternative to the three year plan.

    While MMPI's management was evaluating its strategic alternatives, the 
Company and MMPI received a number of inquiries from strategic or financial 
parties expressing varying degrees of interest in effecting a transaction 
with MMPI or with the Company for its equity position in MMPI.  MMPI's and 
the Company's management evaluated each proposal and 


                                      19
<PAGE>

determined that none of the proposals provided adequate consideration for the 
MMPI Stockholders and proceeded to implement MMPI's "stand-alone" plan.

    In March 1996, the Company converted the remaining principal balance of 
the MMPI Note into 2,645,143 shares of MMPI Common Stock and received an 
additional 1,232,716 shares of MMPI Common Stock in satisfaction of certain 
other obligations of MMPI to it. 

    Toward the end of fiscal 1996, MMPI received an inquiry by a company 
outside of the health care industry, which after several meetings and 
discussions led to a formal expression of interest to acquire MMPI.  The 
expression of interest was reviewed with MMPI's Board and rejected as not 
providing sufficient consideration to MMPI Stockholders.  However, as a 
result of the continued difficulties in returning MMPI to profitability and 
the acceleration in the ongoing changes in the medical device market, MMPI's 
Board directed MMPI's management to review the companies which had previously 
expressed an interest in acquiring MMPI to determine whether a transaction 
that would be in the best interests of MMPI Stockholders could be consummated 
with any of them.  VSI was included in the companies contacted by MMPI.

    During a meeting on August 20, 1996, among Terry Wall, President and 
Chief Executive Officer of VSI, Anthony Dimun, Executive Vice President and 
Chief Financial Officer of VSI, Robert P. Scherer, Jr., Chairman of the Board 
and Chief Executive Officer of the Company and MMPI, Amy M. Murphy, Vice 
President of Corporate Operations and Secretary of the Company, and Richard 
Trenkmann, President of Triad Partners, VSI expressed interest in acquiring 
MMPI. On September 16, 1996, VSI sent a letter to MMPI outlining, in general 
terms, VSI's interest in acquiring MMPI.  A further meeting to discuss the 
terms on which VSI might be willing to acquire MMPI and the ABG Assets was 
held among the above parties on September 26, 1996.

    At a meeting in Atlanta, Georgia on October 2, 1996, Mr. Dimun, Jay 
Sturm, General Counsel of VSI, Ms. Murphy, Mr. Trenkmann and representatives 
of Lowenstein Sandler Kohl Fisher & Boylan, counsel to VSI, and LeBoeuf, 
Lamb, Greene & MacRae, L.L.P., counsel to MMPI, met to discuss the details of 
a potential acquisition of MMPI and the ABG Assets by VSI.  A preliminary 
consensus with respect to the proposed structure of the transaction was 
reached at this meeting.

    From October 8 through October 10, 1996, representatives of VSI met with 
MMPI's senior management personnel and representatives of LeBoeuf, Lamb, 
Greene & MacRae, L.L.P. in Denver, Colorado to commence due diligence by VSI 
of MMPI. Due diligence efforts continued through October and November 1996, 
as did the negotiation of definitive acquisition documents.

    On October 21, 1996, MMPI engaged Hanifen Imhoff, Inc. ("Hanifen") to 
render an opinion as to the fairness of the proposed transactions to MMPI 
Stockholders.


                                      20
<PAGE>

    In October 1996, William Thompson, the President and Chief Operating 
Officer of MMPI, and Robert Fenwick, Senior Vice President of Sales and 
Marketing of MMPI, met with Terry Wall, Barry Wicker and other members of 
VSI's sales and marketing staff to discuss how to market MMPI's products 
during the period from announcement of the Merger Agreement to the closing of 
the transaction.

    On November 19, 1996, Mr. Dimun met with Mr. Scherer, Ms. Murphy and Mr. 
Trenkmann in Chicago, Illinois.  At this meeting, VSI informed MMPI and the 
Company that it was not prepared to go forward with the acquisition of MMPI 
and the ABG Assets on the same economic basis as previously discussed.   At 
that point, discussions between MMPI and VSI were suspended to allow both 
parties to re-evaluate their positions.

    In early January 1997, Triad Partners re-established contact with VSI and 
suggested a meeting to consider whether any basis existed on which the 
parties would be willing to go forward.  On January 15, 1997, Mr. Trenkmann 
and Ms. Murphy met with Messrs. Wall, Dimun and Sturm at VSI's offices to 
discuss whether a transaction could be structured which would be acceptable 
to VSI, MMPI and the Company.  At that meeting, a preliminary understanding 
was reached with respect to the terms of such a transaction.

    At a telephonic meeting of MMPI's Board of Directors held on February 11, 
1997, the revised terms of the VSI proposal were discussed.  While MMPI's 
Board believed there appeared to be a basis for further negotiations, the 
Board expressed concern over the damage to MMPI that would result if 
discussions continued for an extended period of time.  Triad Partners was 
instructed to conclude the discussions as expeditiously as possible.  The 
Board also considered the risk of the loss of product revenues that MMPI 
would face during the period between the date on which a transaction with VSI 
was announced and the closing and whether those risks could be minimized by 
appointing VSI as a MMPI dealer.

    From February 12, 1997 through early March 1997, representatives of the 
Company, VSI, MMPI, Triad Partners and their respective counsel negotiated 
the terms of the Merger Agreement, the Distribution Agreement, the SH 
Inducement Agreement and the RPS Inducement Agreement.

    The Company engaged Summit in mid February 1997 to render an opinion as 
to the fairness of the proposed transactions to the Company's stockholders.  
On March 6, 1997, the Company entered into an engagement agreement with 
Summit. 

    On March 12, 1997, VSI's Board approved the acquisition of MMPI and the 
ABG Assets.

    On March 13, 1997, separate meetings of the Boards of Directors of MMPI 
and the Company were held in Denver, Colorado to consider, on a preliminary 
basis, the offer made by 


                                      21
<PAGE>

VSI.  During the meeting of the MMPI Board, the Board heard oral presentations
from MMPI's management on certain operational aspects of the transaction, 
from Triad Partners on the financial terms of the transaction, and from 
LeBoeuf, Lamb, Greene & MacRae, L.L.P. on certain legal implications of the 
terms and conditions of the transaction.  In addition, MMPI's Board heard a 
preliminary presentation from Hanifen on the fairness of the transaction from 
a financial point of view to the MMPI Stockholders.  During the meeting of 
the Company's Board, the Board heard a presentation by a representative of 
Long Aldridge Norman LLP, counsel to the Company, as to certain legal aspects 
of the transactions and a presentation by Summit on the fairness of the 
Merger from a financial point of view to the stockholders of the Company.

    Both MMPI's Board and the Company's Board re-convened by telephone on 
March 14, 1997, and unanimously approved the Scherer Transactions subject to 
receipt of fairness opinions from their respective financial advisors.  
Hanifen delivered its written opinion to MMPI on March 14, 1997.  Summit 
issued its oral fairness opinion to the Company on March 14, 1997, and 
followed up with a written fairness opinion dated March 17, 1997.  The 
Scherer Transactions were publicly announced at 4:30 p.m. Mountain Standard 
Time on March 14, 1997.

REASONS FOR THE SCHERER TRANSACTIONS

    The Company's investment in MMPI (including the ABG Assets) is a 
significant investment by the Company and represents a material part of the 
Company's consolidated operations.  Therefore, maximizing the return to the 
Company from its investment in MMPI is crucial to maximizing the return to 
the Company's stockholders.

    The method by which medical devices such as those manufactured by MMPI, 
are distributed in the United States is in the process of a significant 
structural change.  Historically, the decision as to which medical device to 
purchase has been made by individual hospitals or other healthcare providers 
which purchased from vendors with specialized product lines. However, the 
purchasing decision is rapidly moving away from individual hospitals or other 
healthcare providers to large buying groups which purchase only from a 
limited number of vendors that are able to provide complete product lines on 
a "just in time" basis where price is the primary purchasing criterion. 

    This structural change has had a significant negative impact on smaller 
medical device manufacturers such as MMPI that have limited or 
non-proprietary product lines and cost structures which make it difficult to 
compete on a basis where price is the primary purchasing factor.  In 
recognition of the structural changes in the medical device market and MMPI's 
own limited ability to meet the challenges posed by those changes because of 
its limited financial resources, the Company's Board of Directors concluded 
that the sale of its MMPI Common Stock and the ABG Assets would provide a 
greater return to its stockholders than any of the other alternatives 
considered by the Board.  These alternatives included holding its interest in 
MMPI with MMPI continuing its current operations or restructuring its 
business through the sale 


                                      22

<PAGE>

or other disposition of product lines so that MMPI would become primarily 
involved in the manufacture and sale of ABG Products.  In both cases, the 
Company's Board determined that because of efficiencies which could be 
achieved through the integration of MMPI's business with that of VSI, VSI was 
prepared to pay a higher price per share of MMPI Common Stock than the 
Company could reasonably expect to receive in the market if MMPI continued as 
a stand-alone entity.  In addition, although MMPI had no other outstanding 
offers for its acquisition by, or proposals for a strategic merger with, 
another medical device manufacturer or distributor, the Company's Board 
considered the possibility of whether such offers could be obtained or such 
proposals could be developed and the likely ranges of value that such offers 
or proposals would provide to the Company's stockholders.

    The Company's Board also considered the fact that, although the per share
price offered by VSI was below the market price of MMPI Common Stock at the time
the Merger was announced, the price was approximately 11.0% higher than the
average price of MMPI Common Stock during the three calendar months preceding
the month in which the Scherer Transactions were announced and was approximately
14.3% higher than the average price of MMPI Common Stock during the calendar
month preceding the month in which the Scherer Transactions were announced and
the possibility that it would have to pay dividends on its Series A Preferred
Stock in the event MMPI met certain profitability benchmarks.

RECOMMENDATIONS OF THE COMPANY'S BOARD OF DIRECTORS

    The Company's Board of Directors believes that the Scherer Transactions are
advisable, are in the best interest of the Company and its stockholders and
offer the stockholders a greater return than would be available if the Company
did not liquidate its investments in MMPI.

    In its deliberations with respect to the Scherer Transactions, the
Company's Board considered the following factors:  (i) MMPI's current
businesses, operations and prospects, (ii) the significant structural change in
the manner in which medical devices are marketed and the effect that the change
has had, and will continue to have, on MMPI's business and business prospects;
(iii) the opinion of Summit, the Company's financial advisor, that the
consideration to be received by the Company in the Scherer Transactions is fair
to the Company's stockholders from a financial point of view; (iv) the ability
successfully to consummate the Scherer Transactions; (v) the effect that the
announcement of the Scherer Transactions would likely have on MMPI's existing
distribution channels and the willingness of VSI to enter into the Distribution
Agreement to minimize the impact that the announcement would have on MMPI; (vi)
the fact that the Merger would be taxable to the Company; (vii) a comparison of
the benefits of the Scherer Transactions to the Company's stockholders with the
likely return from continuing the Company's investment in MMPI; (viii) a
comparison of the consideration to be received by the Company with the market
price of MMPI Common Stock at the time the Merger was approved and the average
market price during the preceding thirty days and three months and (ix) the
financial condition of the Company and the impact of the Scherer Transactions on
such


                                       23

<PAGE>

condition.  See "Background of the Scherer Transactions" and "Reasons for the 
Scherer Transactions."

    The foregoing discussion of the information and factors considered by the
Company's Board of Directors is not intended to be exhaustive, but includes the
material factors considered by the Company's Board.  In reaching its
determination to approve the Scherer Transactions and to recommend the adoption
of the Scherer Stockholder Proposal by the Company's stockholders, the Company's
Board did not assign any relative or specific weights to the foregoing factors,
and individual directors may have given different weights to different factors. 
Throughout its deliberations, the Company's Board received the advice of
counsel.

    THE COMPANY'S BOARD BELIEVES THAT THE SCHERER TRANSACTIONS ARE IN THE BEST
INTERESTS OF THE STOCKHOLDERS OF THE COMPANY AND RECOMMENDS THAT THE
STOCKHOLDERS OF THE COMPANY VOTE TO ADOPT THE SCHERER STOCKHOLDER PROPOSAL.

    In considering the recommendations of the Company's Board with respect to
the Scherer Stockholder Proposal, a stockholder of the Company should be aware
that the Company's management and certain members of the Company's Board had
certain interests in the Scherer Transactions which are in addition to the
interest of the Company's stockholders generally.  The Company's Board was aware
of these interests and considered them, among other matters, in approving the
Scherer Transactions.  See "Related Transactions" and  "Interests of Certain
Persons in the Scherer Transactions."

OPINION OF THE FINANCIAL ADVISOR

    The Company retained Summit to act as the Company's financial advisor and
to render an opinion to the Company's Board of Directors in connection with the
Scherer Transactions and related matters.  Summit was not instructed to seek
other potential parties interested in acquiring MMPI or the ABG Assets.  The
Company selected Summit because it is an investment banking firm with
substantial experience in the valuation of businesses and their securities in
connection with mergers and acquisitions and valuations for corporate purposes.
There were no limits imposed on the scope of Summit's investigation.  The
Company will pay to Summit a fee of $35,000 for delivery of the fairness
opinion.  On March 14, 1997, Summit delivered its oral opinion, which was
followed by a written opinion dated March 17, 1997 (the "Summit Opinion"), to
the Company's Board of Directors to the effect that, as of the date of such
opinion and subject to certain considerations and assumptions set forth therein,
the consideration to be received by the Company from VSI in the Scherer
Transactions is fair to stockholders of the Company (excluding Robert P.
Scherer, Jr. as to whom no opinion was expressed) from a financial point of
view.


                                       24

<PAGE>

    THE FULL TEXT OF THE SUMMIT OPINION, WHICH SETS FORTH ASSUMPTIONS MADE,
PROCEDURES FOLLOWED, MATTERS CONSIDERED, LIMITATIONS ON, AND THE SCOPE OF THE
REVIEW BY, SUMMIT IN RENDERING THE SUMMIT OPINION, IS ATTACHED TO THIS PROXY
STATEMENT AS ANNEX IV AND IS INCORPORATED BY REFERENCE HEREIN. THE SUMMIT
OPINION IS DIRECTED TO THE COMPANY'S BOARD OF DIRECTORS AND TO THE FAIRNESS OF
THE CONSIDERATION TO BE RECEIVED BY THE COMPANY IN THE SCHERER TRANSACTIONS FROM
A FINANCIAL POINT OF VIEW, AND IT DOES NOT ADDRESS ANY OTHER ASPECT OF THE
SCHERER TRANSACTIONS, NOR DOES IT CONSTITUTE A RECOMMENDATION TO ANY STOCKHOLDER
OF THE COMPANY AS TO HOW TO VOTE AT THE SPECIAL MEETING.  THE SUMMARY OF THE
SUMMIT OPINION SET FORTH IN THIS PROXY STATEMENT IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO THE FULL TEXT OF THE SUMMIT OPINION.  STOCKHOLDERS OF THE COMPANY
ARE ENCOURAGED TO READ THE SUMMIT OPINION IN ITS ENTIRETY.

    HISTORICAL FINANCIAL POSITION 

    In rendering its opinion, Summit reviewed and analyzed the historical and
current financial condition of MMPI and the Company which included among other
things (i) an assessment of recent financial statements; (ii) an analysis of
revenue growth, margin trends and other operating performance indicators; and
(iii) an analysis of capital structure.

    HISTORICAL STOCK PRICE PERFORMANCE 

    In rendering its opinion, Summit reviewed and analyzed the daily market
(bid) prices and trading volume for MMPI Common Stock and Company Common Stock
from the beginning of 1996 to March 7, 1997.  Summit also compared the movement
of such daily prices with the movement of the Morgan Stanley Health Care Product
Index over the same period.

    PURCHASE PRICE ANALYSIS 

    Based on the average daily price of $0.68 per share of MMPI Common Stock
over the three month period ended March 7, 1997, the proposal of $0.797 per
share of MMPI Common Stock in cash represented a premium 17.2%.  Based on the
average daily price of $0.69 per share of MMPI Common Stock over the one month
period ended March 7, 1997, the proposal of $0.797 per share of MMPI Common
Stock in cash represented a premium of 15.5%.  Due to the highly volatile
trading price of MMPI Common Stock and the small number of shares in the public
float (number of freely tradeable shares) relative to the total number of shares
outstanding, Summit determined that use of an average price was more meaningful
for the purpose of computing an acquisition premium as compared to the use of a
single day's price immediately


                                       25

<PAGE>

prior to the announcement of the Merger.  Summit also noted that approximately
51% of the outstanding MMPI Common Stock is held by the Company.

    ANALYSIS OF COMPARABLE PUBLICLY TRADED COMPANIES 

    This analysis examines a company's financial condition, operating 
performance and outlook relative to a group of publicly traded peers to
determine an implied unaffected market trading value.  Summit compared certain
financial data of MMPI to corresponding data for selected publicly traded
companies engaged in businesses which Summit judged to be similar to the
business of MMPI.  The companies selected by Summit were Allied Healthcare
Products, Inc.; Ballard Medical Products, Inc.; Chad Therapeutics, Inc.;
Criticare Systems, Inc.; Marquette Medical Systems, Inc.; Medical Graphics
Corporation; Respironics, Inc.; Protocol Systems, Inc.; Resmed, Inc.; Sunrise
Medical Systems, Inc.; and VSI.  Summit calculated equity market values as
multiples to latest twelve months ("LTM") net income, current fiscal year
estimated net income, next fiscal year estimated net income (estimates of future
net income were compiled by Institutional Brokers Estimate System) and book
value.  The respective multiples of the comparable publicly traded companies
were between the following ranges:  (i)  LTM net income: 15.4x to 21.4x (with a
median of 20.7x); (ii) current fiscal year estimated net income:  13.1x to 21.7x
(with a median of 18.9x); next fiscal year net income:  10.2x to 19.7x (with a
median of 16.7); and book value: 0.8x to 8.1x (with a median of 2.4x).  Summit
calculated enterprise value (defined as equity market value plus total debt less
cash) as multiples to LTM revenue, LTM earnings before interest and taxes
("EBIT") and LTM earnings before interest, taxes, depreciation and amortization
("EBITDA") of the comparable publicly traded companies.  The respective
multiples of the comparable publicly traded companies were between the following
ranges:  (i) LTM revenue: 0.5x to 5.4x (with a median of 1.5x); (ii) LTM EBIT: 
10.2x to 67.1x (with a median of 12.2x); and (iii) LTM EBITDA:  6.6x to 17.8x
(with a median of 11.0x).

    Summit also analyzed operating statistics of the comparable publicly traded
companies including, among other things, operating margins, net profit margins,
three-year historical revenue growth, return on equity, and debt capitalization
ratios, in each case as compared to MMPI.  Summit then derived from this and
other data (based on the relative comparability of the comparable publicly
traded companies to that of MMPI) the ranges of these multiples deemed most
meaningful for its analysis and applied these multiples to MMPI.  This analysis
resulted in a public market reference range for MMPI of between $0.28 to $0.50
per share.  Summit noted that its comparable publicly traded company analysis
did not give effect to any change-of-control premium that may arise in
connection with a transaction such as the Merger.

    No company used in the comparable publicly traded company analysis is
identical to MMPI.  Accordingly, an analysis of the results of the foregoing is
not entirely mathematical; rather, it involves complex considerations and
judgments concerning the differences in financial and operating characteristics
of the comparable public companies and other factors that can affect the public
trading value of the comparable public companies to which MMPI is being
compared.


                                       26

<PAGE>

    COMPARABLE MERGER AND ACQUISITION TRANSACTIONS 

    Summit reviewed publicly available financial information for merger and
acquisition transactions pending or completed since January 1994 involving
manufacturers of medical devices and equipment.  Summit considered only those
companies purchased for cash consideration and with equity values less than $250
million.  Such analysis resulted in six comparable transactions as follows:  Sun
Healthcare Group, Inc. / Contour Medical, Inc.; Furon Company / Medex, Inc.;
U.S. Surgical Corp. / Circon Corporation; Getinge Industrier AB / MDT
Corporation; Thermo Electron Corporation / Bird Medical Technologies, Inc.; and
Schering AG Germany / Medrad, Inc.  Summit compared selected financial data
including equity value as a multiple of LTM net income, enterprise value as a
multiple of LTM revenue, LTM EBIT, LTM EBITDA and the premium paid over the
market price five days prior to the announcement of the transaction
("acquisition premium paid").  The respective multiples of the comparable merger
and acquisition transactions were between the following ranges:  LTM net income:
22.2x to 45.5x (with a median of 43.6x); LTM revenue: 0.5x to 2.0x (with a
median of 1.5x); LTM EBIT: 13.7 to 70.5x (with a median of 28.8x); LTM EBITDA: 
11.0x to 27.6x (with a median of 19.1x); and acquisition premium paid:  25.7% to
71.4% (with a median of 48.6%).  Summit applied a range of multiples derived
from such analysis to the corresponding financial data of MMPI (based on the
relative comparability of MMPI to the comparable companies acquired in the
transactions) and arrived at an estimated range of equity values for MMPI of
between $0.46 to $0.80 per share.  Summit noted that its comparable merger and
acquisition transaction analysis did give effect to a change-of-control premium.

    Because the reasons for and the circumstances surrounding each of the
transactions analyzed were specific to each transaction and because of the
inherent differences between the business, operations and prospects of MMPI, and
the acquired companies in such transactions, Summit believed that an appropriate
use of a comparable merger and acquisition transaction analysis in this instance
also would involve qualitative judgments concerning differences between the
characteristics of the Scherer Transactions and these transactions.

    DISCOUNTED CASH FLOW ANALYSIS 

    Summit performed a discounted cash flow analysis of MMPI based upon
estimates of projected financial performance prepared by MMPI (the "Base Case
Projections").  Summit calculated a range of implied equity values of MMPI based
upon the discounted present value of the sum of (i) the projected three-year
stream of unleveraged free cash flow and (ii) the projected terminal value at
the year 2000 based upon a range of unleveraged free cash flow growth rates in
perpetuity.  In conducting this analysis, Summit applied discount rates ranging
from 14.0% to 16.0% and unleveraged free cash flow growth rates, in perpetuity,
ranging from 3.0% to 5.0%. To test the sensitivity of value to changes in
revenue growth, Summit constructed its own set of projections for MMPI under the
guidance and approval of MMPI's management (the "Growth Case Projections"). 
Summit increased the fiscal 1999 and 2000 estimated growth rate in revenue


                                       27

<PAGE>

to 5.0% and held operating margins equal to that used in the Base Case 
Projections.  In calculating the projected terminal value at the year 2000, 
Summit applied unleveraged free cash flow growth rates, in perpetuity, 
ranging from 3.0% to 5.0%.  Summit then calculated ranges of implied equity 
value per share by dividing the implied equity values by the outstanding 
shares of MMPI Common Stock.

    Based on this analysis, Summit derived an implied equity value per share of
(i) $0.17 based on the Base Case Projections and (ii) $0.70 based on the Growth
Case Projections. Summit noted that its discounted cash flow analysis did not
give effect to any change-of-control premium that may arise in connection with
transactions such as the Scherer Transactions.

SOURCE AND AMOUNT OF FUNDS

    The total amount of funds required by VSI for the payment of the Merger
Consideration, to repay certain indebtedness owed by MMPI, to purchase the ABG
Assets and to pay related fees and expenses, is expected to be approximately
$25.0  million.  VSI has advised the Company that it will pay for such
obligations primarily from cash on hand.  VSI has informed the Company that on
the date of this Proxy Statement, VSI had cash resources in excess of
$40,000,000.

CERTAIN FEDERAL INCOME TAX CONSEQUENCES

    The receipt of cash for MMPI Common Stock pursuant to the Merger and the
purchase price of the ABG Assets will be a taxable transaction to the Company
for federal and state income tax purposes.  In general, for federal income tax
purposes, the Company will recognize gain or loss equal to the difference
between its adjusted tax basis in its MMPI Common Stock and the ABG Assets and
the amount of cash received in exchange for such MMPI Common Stock and for the
sale of the ABG Assets.  Gain or loss must be determined separately for each
block of MMPI Common Stock (i.e., MMPI Common Stock acquired at the same cost in
a single transaction) converted into cash in the Merger.  The Scherer
Transactions will not result in any taxable income to the stockholders of the
Company except to the extent such stockholders also own shares of MMPI Common
Stock.

INTERESTS OF CERTAIN PERSONS IN THE SCHERER TRANSACTIONS

    Certain officers and directors of the Company have interests in the Scherer
Transactions that are in addition to their interests as stockholders of the
Company and have participated in the negotiations of the terms of the Merger
Agreement and the transactions contemplated thereby. The Company's Board was
aware of these interests and considered them along with the other matters
described above.  See "Recommendation of the Board of Directors."


                                       28

<PAGE>

     SEVERANCE BENEFITS

     Mr. Thompson currently serves as President and Chief Operating Officer of
MMPI and the Company.  He also serves as a director of MMPI and the Company. 
Pursuant to an employment agreement, dated November 1, 1996 between Mr. Thompson
and MMPI, Mr. Thompson is entitled to a lump sum severance benefit equal to his
base salary under the employment agreement from the date of his termination
through February 28, 1999, if his employment is involuntarily terminated for
reasons other than cause following a change of control of MMPI.  The Merger will
constitute a change of control within the meaning of Mr. Thompson's employment
agreement.  As required by the Merger Agreement, Mr. Thompson has agreed that
his employment with MMPI will terminate at the Effective Time of the Merger and
the Company has agreed that it will pay the full amount of the severance
benefits to which Mr. Thompson will become entitled.  These severance benefits
are estimated to be $200,000, if the Effective Time of the Merger occurs in June
1997.

     EARLY VESTING OF STOCK OPTIONS

     Mr. Thompson holds options covering shares of MMPI Common Stock under
MMPI's Incentive and Non-Qualified Stock Option Plan (the "Option Plan") which,
pursuant to the terms of the Option Plan, vest upon the occurrence of a change
of control.  Mr. Thompson holds options for 150,000 shares of MMPI Common Stock,
of which 75,000 are exercisable at $0.6875 per share and the remaining 75,000
are exercisable at a price in excess of the per share Merger Consideration.

     DIRECTOR COMPENSATION

     Robert P. Scherer, Jr., Stephen A. Lukas, Kenneth H. Robertson and
Mr. Thompson serve on both the Company's and MMPI's Boards of Directors.  MMPI
has agreed to pay each of its directors $10,000 as partial compensation for
their services to MMPI.  Director Mack V. Tindal, who is a director of MMPI but
not the Company, will receive an additional $10,000 in recognition of his
exceptional service to MMPI in negotiating the Merger Agreement.  As a result,
the directors of the Company, who are also directors of MMPI, will receive an
aggregate of $40,000 from MMPI.

     ROBERT P. SCHERER, JR.

    Robert P. Scherer, Jr., Chairman of the Board and Chief Executive Officer
of the Company and MMPI, is beneficial owner of 1,546,392 shares of MMPI Common
Stock for which he will receive $1,232,474.42 upon the consummation of the
Merger.  Mr. Scherer also has voting authority over an additional 515,464 shares
of MMPI Common Stock as trustee of a voting trust for shares of MMPI Common
Stock which are beneficially owned by Mr. Scherer's adult children.  In
addition, Mr. Scherer holds a convertible promissory note of the Company in



                                      29
<PAGE>

the principal amount of $700,000 which he has agreed to convert immediately 
prior to the Effective Time of the Merger into a total of 1,000,000 shares of 
MMPI Common Stock for which he will receive $797,000 at the Effective Time of 
the Merger (the "Scherer Note").

     In addition to his ownership of MMPI Common Stock, Mr. Scherer 
beneficially owns 2,591,180 shares or 60.1% of the issued and outstanding 
shares of Company Common Stock.

     As part of the transactions contemplated by the Merger Agreement, Mr. 
Scherer entered into the RPS Inducement Agreement pursuant to which Mr. 
Scherer has agreed that, subject to his fiduciary obligations as a director 
and majority stockholder of the Company and trustee of certain voting trusts, 
he will vote his shares of Company Common Stock in favor of approval of the 
Scherer Stockholder Proposal at the Special Meeting.  Mr. Scherer has also 
informed the Company that, subject to his fiduciary obligations as a director 
and principal stockholder of MMPI and trustee of certain voting trusts, he 
intends to vote all of his shares of MMPI Common Stock, including the shares 
over which he has voting authority pursuant to the voting trust for the 
benefit of his adult children, in favor of the Merger. 

     Mr. Scherer also agreed in the RPS Inducement Agreement not to sell or 
transfer any of his Company Common Stock, except that he may transfer shares 
of Company Common Stock if, after such transfer, the outstanding Company 
Common Stock that he and his transferee continue to own represent more than 
50% of the outstanding Company Common Stock calculated on a fully-diluted 
basis and, prior to such transfer, such transferee executes an agreement, in 
form and substance reasonably satisfactory to VSI, to vote such shares in 
favor of the Scherer Stockholder Proposal.  Mr. Scherer also agreed not to 
sell or otherwise transfer the Scherer Note or any interest therein nor will 
he demand payment thereunder, until the Merger Agreement is terminated. 

    Pursuant to the RPS Inducement Agreement, Mr. Scherer will execute a 
covenant not to compete at the Effective Time of the Merger in exchange for a 
payment by VSI of $140,000. See "Related Transactions."

    AMY M. MURPHY

    It is anticipated that the Company will pay to Amy M. Murphy, Vice 
President of Corporate Operations and Secretary of the Company, a bonus of 
$100,000 in recognition of her exceptional service to the Company in connection
with negotiating the terms of the Scherer transactions on behalf of the Company
and MMPI.


REGULATORY MATTERS

    ANTITRUST MATTERS

    Title II of the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as 
amended (the "HSR Act"), provides that certain acquisition transactions may 
not be consummated until certain information has been furnished to the 
Antitrust Division of the Department of Justice (the "Antitrust Division") 
and the Federal Trade Commission (the "FTC") and the waiting period under the 
HSR Act has terminated.  Mr. Scherer (as controlling stockholder of the 
Company and MMPI) and VSI filed information and material with the Antitrust 
Division and the FTC with respect to the Scherer Transactions on March 18, 
1997.  The waiting period under the HSR Act


                                      30
<PAGE>

with respect to VSI's acquisition of all of the MMPI Common Stock pursuant to 
the Merger and VSI's acquisition of the ABG Assets pursuant to the SH 
Inducement Agreement was terminated on March 31, 1997.

     Transactions such as the Scherer Transactions may be investigated by the 
Antitrust Division or the FTC notwithstanding the termination of the waiting 
period applicable to the Scherer Transactions under the HSR Act.  Before or 
after the consummation of such transactions, the Antitrust Division or the 
FTC could take such action under the antitrust laws as it deems necessary or 
desirable in the public interest, including seeking to enjoin the transaction 
or seeking divestiture of all MMPI Common Stock or the ABG Assets so acquired 
or divestiture of substantial assets of VSI and/or MMPI. Private parties may 
also bring legal action under antitrust laws under certain circumstances.

     OTHER GOVERNMENTAL APPROVALS

     Other than as described above and the issuance of a certificate of 
merger by the Secretary of State of Colorado, the Company is not aware of any 
other federal or state regulatory requirements that must be complied with or 
approvals that must be obtained prior to the consummation of the Scherer 
Transactions.


CERTAIN TERMS OF THE SH INDUCEMENT AGREEMENT

     The following is a brief summary of certain provisions of the SH 
Inducement Agreement, which is attached hereto as Annex II and is 
incorporated by reference.  This summary is qualified in its entirety by 
reference to the SH Inducement Agreement.

     GENERAL

     The SH Inducement Agreement provides for the sale of the ABG Assets by 
the Company to VSI pursuant to the terms of the MMPI Repurchase Option.  The 
SH Inducement Agreement also provides for the grant by the Company of the 
Covenant Not To Compete.

     THE COMPANY'S REPRESENTATIONS 

     The SH Inducement Agreement contains representations by the Company 
relating to, among other things: (a) its organization, qualification and 
similar corporate matters; (b) sufficiency of an affirmative vote of a 
majority of the shares of the outstanding Company Common Stock to approve the 
Scherer Stockholder Proposal; (c) the Scherer Stockholder Proposal; (d) the 
Company's review of the warranties and representations made by MMPI to VSI in 
the Merger Agreement and the Company's lack of actual knowledge that any of 
such warranties and representations are inaccurate in any material respect; 
(e) the authorization, execution, delivery, performance and enforceability of 
the SH Inducement Agreement; (f) the


                                      31
<PAGE>

Company's ownership of MMPI Common Stock, including the pledge of such stock 
pursuant to the terms of the Amended and Restated Non-Negotiable Note dated 
as of January 17, 1997 from the Company to Scherer Capital Company L.L.C. and 
the related Amended and Restated Stock Pledge Agreement (the "Pledge 
Agreements"), which Pledge Agreements have been assigned by Scherer Capital 
Company L.L.C. to the four adult children of Robert P. Scherer, Jr.; (g) the 
exercise price of the MMPI Repurchase Option regarding the ABG Assets; (h) 
the Company's right, title and interest in and to all of the ABG Assets and 
certain improvements thereto (the "Scheduled Assets"); (i) the extension of 
the exercise period of the MMPI Repurchase Option; (j) the accuracy of the 
factual representations regarding the Company and its equity interests in 
MMPI; and (k) the outstanding shares of Company Common Stock.

     The Company has represented that the information set forth in this Proxy 
Statement with respect to the Company does not contain any untrue statements 
of material fact and does not omit to state any material fact required to be 
stated herein or necessary to make the statements herein not misleading.

     THE COMPANY'S COVENANTS

     Pursuant to the SH Inducement Agreement, the Company has agreed with 
VSI, among other things, that: (a) the Company will not exercise its warrants 
for MMPI Common Stock on or before the earlier of the Effective Time of the 
Merger or the date of the termination of the Merger Agreement; (b) the 
Company will cooperate with VSI in preparing, filing and mailing this Proxy 
Statement; (c) the Company will call the Special Meeting and the Board of 
Directors will recommend that the stockholders approve the Scherer 
Stockholder Proposal, subject to the exercise by the members of the Board of 
Directors of their fiduciary duties; (d) prior to the Effective Time of the 
Merger or the date on which the Merger Agreement is terminated, the Company 
will not sell or otherwise transfer any shares of MMPI Common Stock, 
provided, however, that the Company may pledge or transfer any of its shares 
of MMPI Common Stock (i) pursuant to the requirements of the Pledge 
Agreements or (ii) to a transferee (a "Scherer Permitted Transferee") if, 
prior to such pledge or transfer, the Scherer Permitted Transferee executes 
an agreement, in form and substance reasonably satisfactory to VSI, to vote 
such shares in favor of the Merger and Merger Agreement; (e) if the 
stockholders of the Company approve the Scherer Stockholder Proposal and 
receive an updated Summit Opinion as of the date of the Special Meeting, the 
Company will vote all of the shares of MMPI Common Stock that it owns in 
favor of the Merger and the Merger Agreement; and (f) until the earlier of 
the Effective Time of the Merger and the termination of the Merger Agreement, 
the Company will, assuming that it has an ability to pay, honor all of its 
obligations under the Pledge Agreements.

     SALE OF THE ABG ASSETS

     Provided that certain conditions set forth in the SH Inducement Agreement
have been satisfied, immediately after the Company and VSI determine that the
Merger is effective under


                                      32
<PAGE>

Colorado law, VSI will purchase from the Company the ABG Assets at a price 
equal to the exercise price of the ABG Assets pursuant to the MMPI Repurchase 
Option. The Company will also assign to VSI all of its rights as the lessor 
under the equipment lease and as the licensor under the license of intangible 
property pursuant to which it leases and licenses the ABG Asset to MMPI.  VSI 
will assume all of the Company's obligations as lessor under the equipment 
lease and licensor under the license of intangible property, all pursuant to 
the terms of an assignment and assumption agreement in form and substance 
reasonably satisfactory to VSI and the Company.

     VSI agrees in the SH Inducement Agreement that on and after the date of the
closing of the purchase and sale of the ABG Assets, the Company shall not be
liable to VSI, its subsidiaries or MMPI for any loss, claim, demand, liability,
cost, damage, or expense of any kind, caused or alleged to be caused, directly
or indirectly, by the condition of the ABG Assets, or by any inadequacy thereof
for any purpose, or by any defects with respect to the ABG Assets or in the use
or maintenance of such assets.

     The Company has also agreed to execute and deliver to VSI the Covenant Not
To Compete in exchange for an amount equal to the amount by which $5,860,000
exceeds the purchase price paid to ABG Assets.

     The Company has also agreed to deliver to MMPI a release, in form and
substance reasonably satisfactory to VSI and MMPI, pursuant to which the Company
will release MMPI from all of its obligations to provide indemnification to the
Company under the equipment lease and the license of intangible property and
from all of MMPI's other obligations to the Company. VSI has agreed to deliver
to the Company an agreement, in form and substance reasonably satisfactory to
the Company, pursuant to which VSI will provide to the Company the
indemnification provided (prior to such release) to the Company under certain
sections of the license of intangible property and the equipment lease, in an
amount not to exceed certain monetary limits set forth in the SH Inducement
Agreement.

     Under the SH Inducement Agreement, the obligations of the parties to 
consummate the sale of ABG Assets are conditioned upon satisfaction of the 
following conditions: (a) consummation of the Merger; (b) receipt of all 
approvals required by law to consummate the sale of the ABG Assets; (c) 
veracity in all material respects of all of the Company's representations set 
forth in the SH Inducement Agreement when made and (with certain exceptions) 
as of the date of the sale of the ABG Assets; and (d) no discovery by VSI 
that the Company has taken any action or omitted to take any action between 
the date of the SH Inducement Agreement and the closing date of the sale of 
the ABG Assets which would materially adversely affect the title in and to 
the ABG Assets.

    Pursuant to the SH Inducement Agreement, MMPI has consented to the
Company's sale of the ABG Assets and the assignment to VSI of the equipment
lease and license of intangible


                                      33
<PAGE>

property pursuant to which the ABG Assets are leased and licensed to MMPI.  
MMPI has acknowledged that, upon consummation of the closing pursuant to the 
SH Inducement Agreement, MMPI will have no right to exercise the purchase 
option. 

     CASHLESS EXERCISE OF WARRANTS

     Under the SH Inducement Agreement, immediately after the Effective Time 
of the Merger, the Company will tender its warrants for MMPI Common Stock to 
VSI and VSI will, upon receipt of such tender, deliver to the Company a check 
in an amount equal to $0.047 multiplied by the number of shares of MMPI 
Common Stock covered by the warrants so tendered.  This has the effect of 
paying the Company the difference between the exercise price of those 
warrants and the Merger Consideration payable to the Company in respect of 
the shares of MMPI Common Stock underlying the Company's warrants.

     VSI'S REPRESENTATIONS

     The SH Inducement Agreement contains representations by VSI relating to, 
among other things, the execution, delivery and performance of the SH 
Inducement Agreement by VSI.

     VSI'S COVENANTS WITH RESPECT TO THE PROXY STATEMENT  

     Under the SH Inducement Agreement, VSI agreed to cooperate with the 
Company in preparing this Proxy Statement. VSI has represented that the 
information supplied by VSI to the Company for this Proxy Statement with 
respect to VSI (excluding MMPI) does not contain any untrue statements of 
material fact and does not omit to state any material fact required to be 
stated herein or necessary to make the statements herein not misleading.


CERTAIN TERMS OF THE MERGER AGREEMENT

     The following is a brief summary of certain provisions of the Merger 
Agreement, which is attached as Annex I and is incorporated herein by 
reference. See also "Payment of the Merger Consideration" and "-Options, 
Warrants and Other Rights" for summaries of certain other provisions of the 
Merger Agreement.  All such summaries are qualified in their entirety by 
reference to the Merger Agreement.

     GENERAL

     At the Effective Time of the Merger, pursuant to the Merger Agreement,
Newco will merge with and into MMPI.  MMPI will be the surviving corporation and
will become a wholly- owned subsidiary of VSI. At the Effective Time of the
Merger, the separate existence and corporate organization of Newco will cease. 
MMPI, as the surviving corporation, will succeed, 


                                      34

<PAGE>

insofar as permitted by law, to all of the rights, assets, liabilities and 
obligations of Newco in accordance with the BCA.

     REPRESENTATIONS AND WARRANTIES OF MMPI

     The Merger Agreement contains representations and warranties by MMPI 
relating to, among other things:  (a) its organization and qualification, its 
subsidiaries' organization and qualification and similar corporate matters; 
(b) its capital structure; (c) its ABG Products and related business; (d) its 
filings with the Securities and Exchange Commission ("SEC") and the accuracy 
of the information contained therein; (e) its owned and leased real and 
personal property, including intangible personal property; (f) its accounts 
receivable and inventory; (g) its material contracts; (h) its customers and 
suppliers; (i) transactions with directors, officers, employees and 
affiliates; (j) litigation; (k) insurance; (l) licenses and permits; (m) 
authorization, execution, delivery, performance and enforceability of the 
Merger Agreement and related matters, including regulatory and statutory 
approvals; (n) compliance with applicable laws and environmental matters; (o) 
ERISA and employment matters; (p) reports and financial statements; (q) 
certain tax matters; (r) business changes; (s) brokers and finders fees; (t) 
industrial revenue bonds; (u) the SH Inducement Agreement and the RPS 
Inducement Agreement; (v) accuracy of information; (w) certain agreements 
with the Company relating to the ABG Products and MMPI's related business; 
and (x) FDA matters.

     REPRESENTATIONS AND WARRANTIES OF VSI

     The Merger Agreement contains representations and warranties by VSI
relating to, among other things:  (a) its organization and qualification; (b)
authorization, execution, delivery, performance and enforceability of the Merger
Agreement and related matters; and (c) brokers and finders fees.

     CERTAIN COVENANTS OF MMPI

     Pursuant to the Merger Agreement, MMPI has agreed that, during the 
period from the date of the Merger Agreement until the Effective Time of the 
Merger, except as permitted under the Merger Agreement or any other agreement 
executed by VSI or as otherwise consented to in writing by VSI, MMPI will, 
among other things, carry on its business diligently and in the ordinary 
course and use reasonable efforts to preserve its present business 
organization intact and preserve its present relationship with persons having 
business dealings with it. In addition, MMPI has agreed that, prior to the 
Effective Time of the Merger, it will not do any of the following, among 
other things, without VSI's written consent:  (a) amend its Articles of 
Incorporation or Bylaws; (b) issue, sell, deliver, grant or declare any stock 
dividend or stock split or other distributions in respect of, any of the MMPI 
Common Stock or any securities convertible or exchangeable into or 
exercisable for any such stock, or any options or warrants to purchase MMPI 
Common Stock, except the issuance of shares of MMPI Common Stock


                                      35
<PAGE>

pursuant to certain options, warrants or a convertible note exercisable or 
convertible by their terms and outstanding on the date the Merger Agreement 
was executed; (c) except in the ordinary course of business or as required 
upon exercise of directors' fiduciary duties, mortgage or pledge any of its 
assets; (d) except in the ordinary course of business, borrow or agree to 
borrow any funds (other than pursuant to MMPI's existing credit facilities up 
to certain amounts); (e) except in the ordinary course of business, 
voluntarily incur any obligation or liability, cancel any material debts of 
third parties or claims against third parties, lease, sell, transfer or grant 
any preferential rights to lease or acquire any of its material assets, 
property or rights or substantively amend or terminate any material contract, 
agreement, license or other right of which MMPI is a party; (f) adopt, 
materially amend or terminate any employee benefit plan or materially 
increase compensation or other benefits payable to any of the Company's 
employees; (g) acquire control of, or an ownership interest in, any other 
business entity or a substantial portion of the assets thereof;  (h) solicit, 
encourage or authorize any inquiry, proposal, offer or possible offer from a 
third party relating to a change in control or ownership or other transaction 
that would constitute a "Takeover Proposal" as defined in the Merger 
Agreement or, subject to the fiduciary obligations of MMPI's Board of 
Directors, provide to any person information or assistance or negotiate with 
any person in furtherance of a Takeover Proposal; (i) except in the ordinary 
course of business and consistent with practices customary for MMPI and 
except for the buy-out of certain equipment leases, incur or discharge any 
material obligation or liability; (j) enter into any material licensing or 
marketing arrangement or other material contract with any party other than 
VSI; (k) settle any pending litigation in a manner that is materially adverse 
to MMPI or commence any material litigation; and (l) take certain other 
actions, all as more fully described in the Merger Agreement.

     In addition, the Merger Agreement contains certain covenants of MMPI 
prior to the Effective Time of the Merger regarding, among other things, (a) 
no breaches, violations or defaults with respect to material contracts or 
applicable laws; (b) maintaining its insurance policies; (c) filing tax 
returns and other reports and returns required to be filed with applicable 
governmental authorities and paying tax liabilities; (d) advising VSI of 
certain material adverse changes; (e) advising VSI of any Takeover Proposal 
or related inquiry; (f) obtaining necessary approvals, authorizations, and 
consents of governmental and regulatory authorities and completing required 
filings; (g) allowing VSI to review and investigate the business and 
financial condition of MMPI; (h) fulfilling and satisfying certain conditions 
to the Closing; (i) performing certain matters required to be performed by 
MMPI at or prior to the Closing; (j) the accuracy of MMPI's warranties and 
representations in the Merger Agreement; (k) maintenance of its property and 
assets; (l) furnishing VSI with information required to prepare a Current 
Report on Form 8-K; (m) calling MMPI's special meeting; (n) not triggering 
anti-dilution provisions of securities exercisable for or convertible into 
shares of MMPI Common Stock or changing the applicable exercise price; (o) 
amending MMPI's Rights Agreement; (p) filing with the SEC all required 
reports and statements under the 1934 Act; (q) advising VSI of any notice of 
intent to demand dissenters' rights and giving VSI the opportunity to direct 
any negotiations and proceedings with respect thereto; (r) establishing a 
separate account for funds received upon the


                                      36
<PAGE>

exercise of any option or warrant prior to the Effective Time of the Merger; 
and (s) not exercising the repurchase option relating to the ABG Assets.

     CERTAIN COVENANTS OF VSI

     The Merger Agreement contains certain covenants of VSI prior to the 
Effective Time of the Merger regarding, among other things:  (a) fulfilling 
and satisfying certain conditions to the Closing; (b) performing certain 
matters required to be performed by VSI at or prior to the Closing; (c) the 
accuracy of VSI's warranties and representations in the Merger Agreement; and 
(d) obtaining necessary approvals, authorizations, and consents of 
governmental and regulatory authorities and completing required filings.

     CERTAIN OTHER AGREEMENTS

     Pursuant to the Merger Agreement, VSI and MMPI have agreed to make 
required filings promptly pursuant to the Hart Scott Rodino Act and to use 
their best efforts and cooperate to effect compliance with the Hart Scott 
Rodino Act.  MMPI has further agreed to provide to VSI a consolidated balance 
sheet prior to Closing and a sales statement with respect to certain "Special 
Treatment Sales" (generally defined as foreign sales and domestic OEM, 
government and home health care sales) each together with a certificate from 
MMPI's Chief Financial Officer as to compliance with certain preparation 
parameters.  In addition, MMPI has represented and covenanted with VSI as to 
(a) the compliance of the MMPI proxy statement with the 1934 Act and the 
rules and regulations promulgated thereunder; (b) the accuracy and 
completeness of the information contained in the MMPI proxy statement (other 
than with respect to information regarding VSI); and (c) compliance in the 
MMPI proxy statement with notifications regarding dissenters' rights as are 
required by the BCA.

     CONDITIONS TO OBLIGATIONS OF VSI AND NEWCO

     The Merger Agreement provides that the respective obligations of VSI and
Newco to consummate the Merger are subject to satisfaction of the following
conditions, among others:  (a) the accuracy in all material respects of the
representations and warranties of MMPI contained in the Merger Agreement; (b)
MMPI's performance and compliance in all material respects with all covenants,
agreements and conditions required by the Merger Agreement to be performed or
complied with by MMPI prior to or on the Closing Date; (c)(i) no order of any
court or administrative agency being in effect which restrains or prohibits any
transaction contemplated by the Merger Agreement or the SH Inducement Agreement
or the RPS Inducement Agreement or which would limit or affect VSI's ownership
of MMPI or of the ABG Assets; (ii) no suit, action (other than the exercise of
dissenters' rights), investigation, inquiry or proceeding pending or threatened
against VSI, Newco, any subsidiary of VSI or MMPI, challenging the validity or
legality, or seeking to restrain or limit the consummation, of the transactions
contemplated by the Merger Agreement or the SH Inducement Agreement or the RPS
Inducement Agreement; and


                                      37
<PAGE>

(iii) no written advice having been received by VSI,
Newco or the Company from any governmental body and remaining in effect
threatening to commence an action or proceeding seeking to invalidate, restrain
or limit the Merger, the SH Inducement Agreement or the RPS Inducement Agreement
or the transactions contemplated thereby or otherwise affect VSI's ownership of
the Company or the ABG Assets; (d)(i) obtaining approval of the Merger by the
MMPI Stockholders, the Stockholders and all other necessary or specified
governmental and non-governmental consents and approvals, including the
expiration or termination of all applicable waiting periods under the Hart Scott
Rodino Act; (ii) no such consent or approval having imposed a condition to such
consent or approval, and no condition having been imposed in connection with any
filings made under the Hart Scott Rodino Act or under any other law, which
condition in the opinion of VSI is unduly burdensome to the consolidated
financial condition or operations of VSI or to the business of MMPI and its
subsidiaries taken as a whole; and (iii) all conditions required to be satisfied
prior to the Effective Time of the Merger pursuant to such consents and
approvals having been satisfied; (e) VSI and Newco having received an acceptable
opinion of LeBoeuf, Lamb, Greene & MacRae, L.L.P., counsel to MMPI; (f) as of
the Closing Date, MMPI not being indebted for borrowed money in an aggregate
amount in excess of $6.4 million (subject to certain exceptions); (g)(i) MMPI
having furnished VSI with satisfactory closing certificates of MMPI, signed by
its President or an Executive Vice President, regarding the accuracy in all
material respects of the representations and warranties of MMPI in the Merger
Agreement and MMPI's compliance in all material respects with all terms,
covenants and provisions of the Merger Agreement with which it is required to
comply prior to or on the Closing Date and (ii) the Company having furnished VSI
with satisfactory certificates of the Company, signed by its President or
Executive Vice President, to the same effect with respect to the SH Inducement
Agreement; (h) MMPI, William J. Thompson and the Company having entered into an
agreement pursuant to which Mr. Thompson's existing employment agreement with
MMPI will terminate as of the Effective Time of the Merger; (i) the Company
having amended the Rights Agreement in such a manner that the execution of the
Merger Agreement and the consummation of the Merger will not cause any of the
Rights to become exercisable and, prior to the consummation of the Closing, no
Rights thereunder having been exercised; (j)(i) the accuracy in all material
respects of the Company's and Robert P. Scherer, Jr.'s respective
representations and warranties contained in the SH Inducement Agreement and the
RPS Inducement Agreement; (ii) their performance and compliance in all material
respects with the applicable covenants, agreements and conditions as required by
the SH Inducement Agreement and the RPS Inducement Agreement; and
(iii) the Company, Mr. Scherer and VSI having agreed upon the form and 
substance of all documents to be executed and delivered at the closings 
contemplated by the SH Inducement Agreement and the RPS Inducement Agreement; 
(k) VSI having received such additional documentation at the Closing as VSI 
and its counsel may reasonably require to evidence compliance by MMPI with 
all of its obligations under the Merger Agreement and to evidence compliance 
by the Company and Mr. Scherer with all of their obligations under the SH 
Inducement Agreement and the RPS Inducement Agreement.


                                      38
<PAGE>

     CONDITIONS TO OBLIGATIONS OF MMPI

     The Merger Agreement provides that obligations of MMPI to consummate the 
Merger are subject to satisfaction of the following conditions, among others: 
(a) the accuracy in all material respects of the representations and 
warranties of VSI contained in the Merger Agreement; (b) VSI's and Newco's 
respective performance and compliance in all material respects with each 
covenant, agreement and condition required by the Merger Agreement to be 
performed or complied with by it prior to or on the Closing Date; (c)(i) no 
order of any court or administrative agency being in effect which restrains 
or prohibits any transaction contemplated by the Merger Agreement; (ii) no 
suit, action (other than the exercise of dissenters' rights), investigation, 
inquiry or proceeding pending or threatened against VSI, Newco or MMPI 
challenging the validity or legality of, or seeking to restrain, the 
consummation of the transactions contemplated by, the Merger Agreement; and 
(iii) no written advice having been received by VSI, Newco or MMPI or their 
respective counsel from any governmental body, and remaining in effect, 
threatening to commence an action or proceeding seeking to invalidate or 
restrain the Merger; (d) obtaining the approval of the MMPI Stockholders of 
the Merger and the approval of the Company's stockholders of the Scherer 
Stockholder Proposal and all necessary or specified governmental and 
non-governmental consents and approvals, including the expiration or 
termination of all applicable waiting periods under the Hart Scott Rodino 
Act; (e) MMPI having received a satisfactory opinion of Lowenstein, Sandler, 
Kohl, Fisher & Boylan, P.C., counsel to VSI, dated the Closing Date and 
addressed to MMPI; (f) VSI and Newco both having furnished MMPI with 
satisfactory closing certificates, signed by their respective Presidents or 
Executive Vice Presidents, regarding the accuracy in all material respects of 
the representations and warranties of such corporations contained in the 
Merger Agreement and such corporations' compliance in all material respects 
with all terms, covenants and provisions of the Merger Agreement with which 
they are required to comply prior to or on the Closing Date; and (g) MMPI 
having received such additional documentation at the Closing as MMPI and its 
counsel may reasonably require to evidence compliance by VSI and Newco with 
all of their respective obligations under the Merger Agreement.

     TERMINATION

     The Merger Agreement may be terminated and the Merger may be abandoned 
before the Effective Time of the Merger, notwithstanding approval of the 
Merger by the stockholders of MMPI or Newco (a) by mutual written consent of 
VSI, Newco and MMPI; (b) by VSI or MMPI if (i) the Company's stockholders 
fail to grant the Company's Board of Directors the authority to approve the 
Scherer Transactions at the Special Meeting, (ii) the MMPI Stockholders fail 
to approve the Merger at the MMPI special meeting, (iii) the Board of 
Directors of MMPI fails to recommend, withdraws or conditions its 
recommendation that the MMPI Stockholders approve the Merger Agreement and 
the Merger or resolves to do so, or (iv) the Board of Directors fails to 
recommend, withdraws or conditions its recommendation to the Stockholders or 
resolves to do so.  In addition, VSI may terminate the Merger Agreement if 
(a) there has been a material


                                      39
<PAGE>

misrepresentation or breach by MMPI of any of its representations or 
warranties in the Merger Agreement or any material failure by MMPI to comply 
with its obligations under the Merger Agreement; (b) MMPI's Special Treatment 
Sales for the period from December 29, 1996 through the date seven days prior 
to the Closing (the "Pre-Closing Date") are less than eighty percent (80%) of 
MMPI's "Special Treatment Sales" (as defined in the Merger Agreement) during 
the period from the first day of MMPI's fiscal quarter commencing in December 
1995 through the date one year prior to the Pre-Closing Date; (c) there has 
been a material misrepresentation or breach by the Company or Mr. Scherer 
(together, the "Scherer Parties") in any of the representations or warranties 
of any of the Scherer Parties set forth in the SH Inducement Agreement and 
the RPS Inducement Agreement; (d) there has been any material failure by 
either of the Scherer Parties to comply with its or his respective 
obligations under the SH Inducement Agreement and the RPS Inducement 
Agreement; (e) there has been a failure to satisfy any of the conditions to 
VSI's obligation to consummate the Merger or to VSI's obligation to 
consummate the transactions contemplated by the SH Inducement Agreement and 
RPS Inducement Agreement as of the Closing Date.  MMPI may terminate the 
Merger Agreement if there has been (a) a material misrepresentation or breach 
by VSI or Newco of any of the respective representations or warranties of VSI 
and Newco set forth in the Merger Agreement, (b) any material failure by VSI 
or Newco to comply with their respective obligations under the Merger 
Agreement, or (c) a failure to satisfy any of the conditions to MMPI's 
obligation to consummate the Merger as of the Closing Date.  Either MMPI or 
VSI, at their discretion, may terminate the Merger Agreement if the Effective 
Time of the Merger has not occurred by July 31, 1997, except that a party 
whose breach of the Merger Agreement has caused such a delay in the 
consummation of the Merger will not be entitled to terminate the Merger 
Agreement.  If the Merger Agreement is terminated, the Merger will be 
abandoned without further action by MMPI.

     If the Merger Agreement is terminated and the Merger is abandoned, no 
party to the Merger Agreement will have any liability or further obligation 
to any other party to the Merger Agreement except as follows:  (a) a party 
will be liable for damages incurred by the other parties to the Merger 
Agreement if (and only if) (i) such breach is a material breach of a material 
covenant and (ii) the party asserting such breach gives the breaching party 
notice of such breach and such breach is not cured within twenty days (or a 
longer reasonable period not to extend beyond July 31, 1997).  If VSI 
terminates the Merger Agreement as a result of any such material breach of a 
covenant and is entitled to damages under the Merger Agreement, MMPI will be 
liable to VSI only to the extent that such damages are proximately caused by 
such breach.  If MMPI terminates the Merger Agreement as a result of a breach 
of any material covenants by VSI or Newco and is entitled to damages under 
the Merger Agreement, MMPI will be entitled to $800,000 as liquidated damages.

     In addition, if the Merger Agreement is terminated by VSI or MMPI pursuant
to specified provisions of the Merger Agreement, and prior to the date on which
the Merger Agreement is terminated (a) an offer is made contemplating certain
events, including a Purchase Event (as defined below) or "Takeover Proposal" (as
defined in the Merger Agreement), (b) a claim is


                                      40
<PAGE>

made that such offer could result in greater value to the MMPI Stockholders 
than the value to be received by them upon consummation of the Merger, and 
(c) after such offer is known to MMPI or any of its officers or directors, 
the MMPI Stockholders do not approve the Merger, the Stockholders fail to 
grant the Company's Board of Directors the authority to approve the Merger, 
MMPI breaches any of its obligations under the Merger Agreement or the 
conditions precedent to the Merger Agreement are not satisfied, and within 
twenty-four months after the termination of the Merger Agreement, a Purchase 
Event occurs, MMPI will pay to VSI, no later than the date on which such 
Purchase Event occurs, a cash fee equal to $1,500,000.  The term "Purchase 
Event" means any of the following events:  (a) without VSI's prior written 
consent, MMPI or any of its officers or directors have recommended, proposed 
or announced an intention to authorize, recommend or propose, or entered into 
an agreement with any person (other than VSI or any subsidiary of VSI) to 
effect (i) a merger, consolidation or similar transaction involving MMPI or 
any "Significant Subsidiary" as defined in Rule 405 of the Securities Act of 
1933, as amended; (ii) the disposition of MMPI or of 25% or more of the 
consolidated assets of MMPI; or (iii) the issuance, sale or other disposition 
by MMPI of securities representing 25% or more of the voting power of MMPI or 
any of its Significant Subsidiaries, other than, in the case of (i), (ii) or 
(iii), any merger, consolidation or similar transaction in which the voting 
securities of MMPI outstanding immediately prior thereto continue to 
represent at least 75% of the combined voting power of the voting securities 
of MMPI or the surviving entity outstanding immediately after the 
consummation of such transaction; or (b) any person or group (other than the 
Company, affiliates of the Company, VSI or any subsidiary of VSI or a group 
consisting solely thereof) acquires beneficial ownership of, or the right to 
acquire beneficial ownership of, 25% or more of the voting power of MMPI or 
any of its Significant Subsidiaries. Notwithstanding the foregoing, MMPI is 
not obligated to pay the $1,500,000 fee in the event that each of the 
following circumstances occurs in the following order:  (a) the Merger 
Agreement is terminated after a public announcement is made that a specific 
third-party other than the Company (the "Potential Acquirer") has proposed a 
transaction which, if consummated, would constitute a Purchase Event; (b) 
after termination of the Merger Agreement, a public announcement is made that 
the Potential Acquirer no longer intends to pursue such a transaction and, in 
fact, does not; (c) MMPI offers VSI the opportunity to enter into an 
agreement and plan of merger substantially identical to the Merger Agreement 
and the Company and Mr. Scherer offer to VSI the opportunity to enter into 
agreements which are substantially identical to the SH Inducement Agreement 
and the RPS Inducement Agreement; and (d) VSI either declines in writing to 
pursue such offers or fails to respond to MMPI, the Company and Mr. Scherer 
within twenty days after receipt of such offers. In addition, MMPI will not 
be obligated to pay the $1,500,000 fee if, after the events described in 
clauses (a), (b) and (c) of the preceding sentence occur in that order, each 
of the following occurs in the following order:  (a) MMPI and VSI enter into 
an agreement and plan of merger substantially identical to the Merger 
Agreement (the "New Agreement") and VSI enters into inducement agreements 
substantially identical to the SH Inducement Agreement and the RPS Inducement 
Agreement; (b) after the execution of the New Agreement, the New Agreement is 
terminated for reasons that would not give rise to the payment of any sum by 
MMPI and at a time when the Company has made no public announcement of any 
intention to acquire MMPI; and (c) after such termination, the Company 
determines to pursue the merger of MMPI with the Company or a wholly-owned 
subsidiary of the Company and such transaction is consummated.


                                      41

<PAGE>

                 BENEFICIAL OWNERSHIP OF SECURITIES AND OTHER MATTERS
                                           
BENEFICIAL OWNERSHIP

    The following table sets forth information as of April 2, 1997, regarding 
the ownership of Company Common Stock by each person known to the Company to 
be the beneficial owner of more than 5% of the outstanding Company Common 
Stock, each executive officer and each director of the Company, and all 
directors and officers of the Company as a group.  The Company believes that 
each person named has sole investment and voting power with regard to the 
shares of Company Common Stock shown except as otherwise noted.

                                    SHARES BENEFICIALLY     
     BENEFICIAL OWNER                      OWNED (1)         PERCENT OF CLASS
     ----------------               -------------------      ----------------

Robert P. Scherer, Jr.                    2,607,980   (2)            60.2%
CHAIRMAN OF THE BOARD,
CHIEF EXECUTIVE OFFICER
AND PRINCIPAL STOCKHOLDER

RPS Investments, Inc.                   1,244,378.5                  28.8%
PRINCIPAL STOCKHOLDER

Settlement Voting Trust                   562,594.5   (3)            13.0%
PRINCIPAL STOCKHOLDER

SunTrust Bank                               340,224   (4)             7.9%
PRINCIPAL STOCKHOLDER

William J. Thompson                          65,000   (5)             1.5%
DIRECTOR AND PRESIDENT

Kenneth H. Robertson                          1,000                     *
DIRECTOR

Stephen Lukas, Sr.                              -                       -
DIRECTOR

All current directors and
  executive officers as a
  group (6 persons)                         2,673,980 (6)            61.2%


_______________


                                      42
<PAGE>

*   Less than one percent.

(1) Beneficial ownership as reported in the table has been determined in
    accordance with Securities Exchange Commission regulations and, as a
    result, certain outstanding shares are deemed to be beneficially owned by
    more than one person.

(2) The shares owned by Mr. Scherer include 1,244,378.5 shares owned by RPS
    Investments, Inc.  As Chairman of RPS Investments, Inc. Mr. Scherer is
    deemed to be the beneficial owner of the shares.  The shares shown also
    include 562,594.5 shares that Mr. Scherer holds as trustee of a voting
    trust for the benefit of his adult children.  The shares shown also include
    340,224 shares that Mr. Scherer holds as co-trustee with SunTrust Bank of a
    residuary trust for the benefit of his family.  Voting and investment power
    is shared with regard to such shares.  The shares shown as owned by Mr.
    Scherer also include 16,800 shares that Mr. Scherer may acquire upon
    exercise of outstanding stock options.  The address of Mr. Scherer, RPS
    Investments, Inc., and Settlement Voting Trust is 2859 Paces Ferry Road,
    Suite 300, Atlanta, Georgia 30339.

(3) The shares shown are held in a voting trust for the benefit of Mr.
    Scherer's four adult children with Mr. Scherer as trustee.  See Note (2)
    above.

(4) The shares shown are held as co-trustee of a residuary trust for the
    benefit of Mr. Scherer's family and voting and investment power is shared
    with Mr. Scherer, co-trustee of the residuary trust.  See Note (2) above. 
    SunTrust Bank's address is 25 Park Place, N.E., Atlanta, Georgia 30303.

(5) Mr. Thompson may acquire the shares shown upon exercise of outstanding
    stock options.

(6) The shares shown include 2,147,197 shares with respect to which voting or
    investment power is shared and 81,800 shares that may be acquired upon
    exercise of outstanding stock options, as described in the Notes above.

BUSINESS OF THE COMPANY

    The Company is a holding company, which, through its subsidiaries, 
manufactures, distributes and sells specialized health care products and 
services.  Through its investment in MMPI, the Company manufactures and sells 
medical devices and surgical/safety disposables. Through its majority owned 
partnership, BioSystems Partners, and subsidiary, Medical Waste Systems, 
Inc., the Company provides waste management services.  Through its 
subsidiary, Scherer Laboratories, Inc., the Company markets and sells 
consumer health care products. Upon consummation of the Scherer Transactions, 
the Company will have disposed of its entire medical device and 
surgical/safety line of business.

    Additional information regarding the business and properties of the 
Company is contained in the Company's Annual Report on Form 10-K for the 
fiscal year ended March 31, 1996 and 


                                      43
<PAGE>

Quarterly Reports on Form 10-Q for the fiscal quarters ended June 30, 1996, 
September 30, 1996 and December 31, 1996, which are attached as Annexes VI, 
VII and VIII, respectively, to this Proxy Statement and are incorporated by 
reference herein.  See "Annexes."

INFORMATION CONCERNING MMPI

    The principal office of MMPI is 11039 East Lansing Circle, Englewood, 
Colorado 80112, and the telephone number is (303) 790-4835.  The MMPI Common 
Stock is quoted on the Nasdaq SmallCap  Market under the symbol "MMPI."  
Additional information regarding the business and properties of MMPI is 
contained in MMPI's Annual Report on Form 10-K for the fiscal year ended 
March 30, 1996 and Quarterly Reports on Form 10-Q for the fiscal quarters 
ended June 29, 1996, September 28, 1996 and December 28, 1996, which are 
attached as Annexes IX, X, XI and XII, respectively, hereto and are 
incorporated herein by reference.  See "Annexes."

INFORMATION CONCERNING VSI AND NEWCO

    The following information has been provided by VSI:

    The principal executive office for each of VSI and Newco is 20 Campus 
Road, Totowa, New Jersey 07512, and the telephone number is (201) 790-1330.  
VSI, together with its subsidiaries, design, manufacture and market 
single-use medical products for anesthesia, respiratory  and critical care 
applications. Newco is a newly-formed Colorado corporation that has not 
conducted any business except in connection with the transactions related to 
the Merger. VSI's common stock is quoted on the Nasdaq National Market under 
the symbol "VITL." 
                                       
                        INDEPENDENT PUBLIC ACCOUNTANTS

    Arthur Andersen LLP, the Company's independent public accountants, will
not have a representative at the Special Meeting.

                             AVAILABLE INFORMATION

    Each of the Company, MMPI and VSI is subject to the informational filing 
or submission requirements of the Exchange Act, and in accordance therewith 
are required to file or submit periodic reports and other information with 
the Securities and Exchange Commission (the "Commission") under the 
Securities Exchange Act  of 1934, as amended (the "Exchange Act") relating to 
their business, financial condition and other matters.  Such reports, proxy 
statements and other information may be inspected, without charge, and copies 
may be obtained at prescribed rates, at the Commission's public reference 
facility at 450 Fifth Street, N.W., Washington, D.C.  20549, and at the 
regional offices of the Commission located in Citicorp Center, 500 West 
Madison Street, Suite 1400, Chicago, Illinois 60661, and Seven World Trade 
Center, 13th Floor, New York, New York 10048 and can also be reviewed through 
the 


                                      44
<PAGE>

Commission's Electronic Data Gathering, Analysis and Retrieval System which 
is publicly available through the Commission's Web site (http://www.sec.gov).

    All information contained herein with respect to the Company has been 
supplied by the Company, and all information with respect to VSI has been 
supplied by VSI.

    No person has been authorized to give any information or to make any 
representation other than those contained or incorporated by reference in 
this Proxy Statement and, if given or made, such information or 
representation should not be relied upon as having been authorized by the 
Company, MMPI or VSI.  The delivery of this Proxy Statement shall not, under 
any circumstances, create any implication that there has been no change in 
the affairs of the Company, MMPI or VSI or any subsidiary thereof since the 
date hereof or that the information contained or incorporated by reference 
herein is correct as of any time subsequent to the date hereof or thereof.  
This Proxy Statement does not constitute the solicitation of a proxy in any 
jurisdiction to or from any person to whom it is not lawful to make any such 
solicitation in such jurisdiction.
                                       
              INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
                                           
    The following documents filed by the Company (Commission File No. 
0-10552) with the Commission under Section 13(a) or 15(d) of the Exchange Act 
are hereby incorporated by reference in this Proxy Statement:

    (i) The Company's Annual Report on Form 10-K for the year ended March 31, 
1996, a copy of which is being delivered to the Company's stockholders with 
this Proxy Statement;

    (ii) The Company's Quarterly Report on Form 10-Q for the three months 
ended June 30, 1996, a copy of which is being delivered to the Company's 
stockholders with this Proxy Statement;

    (iii) The Company's Quarterly Report on Form 10-Q for the six months 
ended September 30, 1996, a copy of which is being delivered to the Company's 
stockholders with this Proxy Statement; and

    (iv) The Company's Quarterly Report on Form 10-Q for the nine months 
ended December 31, 1996, a copy of which is being delivered to the Company's 
stockholders with this Proxy Statement.

    All documents filed by the Company pursuant to Section 13(a), 13(c), 14 
or 15(d) of the Exchange Act after the date hereof and prior to the date of 
the Special Meeting shall be deemed to be incorporated by reference herein 
and to be part hereof from the date of filing of such documents.

    Any statement contained herein, in any supplement hereto or in a document 
incorporated or deemed to be incorporated by reference herein shall be deemed 
to be modified or superseded for purposes of this Proxy Statement to the 
extent that a statement contained herein, in any supplement 


                                      45
<PAGE>

hereto 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, except as 
so modified or superseded, to constitute a part of this Proxy Statement, or 
any supplement hereto.


                                      46
<PAGE>

ANNEX INDEX



NUMBER  DESCRIPTION 

I       Agreement and Plan of Merger, dated as of March 14, 1997, by and 
         among MMPI, VSI, and Newco

II      Scherer Healthcare Inducement Agreement dated as of March 14, 1997 by 
         and among the Company, VSI and MMPI

III     Robert Scherer Inducement Agreement dated as of March 14, 1997 by and 
         among Robert P. Scherer, Jr. and VSI

IV      Fairness Opinion of Summit Investment Corporation

V      The Company's Annual Report on Form 10-K for the fiscal year ended 
        March 31, 1996

VI     The Company's Quarterly Report on Form 10-Q for the fiscal quarter 
        ended June 30, 1996

VII    The Company's Quarterly Report on Form 10-Q for the fiscal quarter 
        ended September 30, 1996

VIII   The Company's Quarterly Report on Form 10-Q for the fiscal quarter 
        ended December 31, 1996

IX     MMPI's Annual Report on Form 10-K for the fiscal year ended March 30, 
        1996

X      MMPI's Quarterly Report on Form 10-Q for the fiscal quarter ended 
        June 29, 1996 

XI     MMPI's Quarterly Report on Form 10-Q for the fiscal quarter ended 
        September 28, 1996

XII    MMPI's Quarterly Report on Form 10-Q for the fiscal quarter ended 
        December 28, 1996


                                      47
<PAGE>

                                    ANNEX  I

                                MERGER AGREEMENT

<PAGE>

                          AGREEMENT AND PLAN OF MERGER


     THIS AGREEMENT AND PLAN OF MERGER (this "Agreement"), dated as of March 14,
1997, by and among VITAL SIGNS, INC., a New Jersey corporation having its
principal place of business at 20 Campus Road, Totowa, New Jersey ("VSI"), VSI
ACQUISITION CORPORATION, a Colorado corporation and a wholly-owned subsidiary of
VSI, having its principal place of business at 20 Campus Road, Totowa, New
Jersey ("Newco"), and MARQUEST MEDICAL PRODUCTS, INC., a Colorado corporation
having its principal place of business at 11039 East Lansing Circle, Englewood,
Colorado (the "Company"),

                                WITNESSETH THAT:

     WHEREAS, the Boards of Directors of VSI, Newco and the Company, deeming it
advisable for the mutual benefit of VSI, Newco and the Company and their
respective shareholders, that VSI acquire the Company by the merger of the
Company and Newco under the terms and conditions hereinafter set forth (the
"Merger"), have approved this Agreement;

     NOW, THEREFORE, in consideration of the mutual covenants, agreements,
representations and warranties herein contained, the parties hereto hereby agree
that the Company and Newco shall be merged in accordance with the terms of this
Agreement and that the terms and conditions of the Merger and the mode of
carrying the same into effect shall be as follows:

                                    ARTICLE I

                                 PLAN OF MERGER

     SECTION 1.1  STRUCTURE.  Upon performance of all of the covenants and
obligations of the parties contained herein and upon fulfillment (or waiver) of
all of the conditions to the obligations of the parties contained herein, at the
Effective Time of the Merger (as hereinafter defined) and pursuant to the
Business Corporation Act of the State of Colorado (the "BCA"), the following
shall occur:

          1.1.1     Newco shall be merged with and into the Company.  The
     Company shall be the surviving corporation (the "Surviving Corporation")
     and upon consummation of the Merger shall become a wholly-owned subsidiary
     of VSI.  The separate existence and corporate organization of Newco shall
     cease at the Effective Time of the Merger, and thereupon the Company and
     Newco shall be a single corporation, the name of which shall be Marquest
     Medical Products, Inc.  The Company, as the Surviving Corporation, shall
     succeed, insofar as permitted by law, to all of the rights, assets,
     liabilities and obligations of Newco in accordance with the BCA.

          1.1.2     The Articles of Incorporation of the Company shall be
     amended to contain such provisions as VSI shall determine prior to the
     Effective Time of the Merger and as such shall be the Articles of
     Incorporation of the Surviving Corporation until amended as provided by
     law.

<PAGE>

          1.1.3     The By-Laws of the Company shall be amended to contain such
     provisions as VSI shall determine prior to the Effective Time of the Merger
     and as such shall be the by-laws of the Surviving Corporation until amended
     as provided by law.

          1.1.4     Until changed in accordance with the articles of
     incorporation and by-laws of the Surviving Corporation, the directors of
     Newco immediately prior to the Effective Time of the Merger shall be the
     directors of the Surviving Corporation.

          1.1.5     Until changed in accordance with the articles of
     incorporation and by-laws of the Surviving Corporation, the officers of
     Newco immediately prior to the Effective Time of the Merger shall be the
     officers of the Surviving Corporation.

          1.1.6     As soon as practicable after the terms and conditions of
     this Agreement have been satisfied, and upon consummation of the closing
     referred to in Article IX hereof (the "Closing"), articles of merger
     consistent with this Agreement, in the form prescribed by, and properly
     executed in accordance with, the BCA and in form and substance satisfactory
     to the parties hereto (the "Articles of Merger"), shall be filed with the
     Secretary of State of the State of Colorado.  The Merger shall become
     effective when the Articles of Merger are so filed.  The date and time when
     the Merger shall become effective is referred to in this Agreement as the
     "Effective Time of the Merger".

          SECTION 1.2  COMMON STOCK OF SURVIVING CORPORATION.  Upon consummation
of the Merger, each of the issued and outstanding shares of common stock of
Newco shall be automatically converted into such number of shares of the common
stock of the Surviving Corporation as shall equal the "Outstanding Number".
Each such share shall be held by VSI and shall be fully paid and non-assessable.
For purposes of this Agreement, the term "Outstanding Number" shall mean the
aggregate number of shares of Company Common Stock (as hereinafter defined)
outstanding immediately prior to the Effective Time of the Merger divided by the
number of shares of common stock of Newco outstanding immediately prior to the
Effective Time of the Merger.

     SECTION 1.3  CANCELLATION OR CONVERSION OF COMPANY COMMON STOCK.  As of the
Effective Time of the Merger, by virtue of the Merger and without any action on
the part of any shareholder:

          1.3.1     Any shares of the Company's common stock, no par value
     ("Company Common Stock"), held in the treasury of the Company, and any
     shares of Company Common Stock issued and outstanding immediately prior to
     the Effective Time of the Merger which are owned by VSI or Newco, shall be
     canceled and retired.  No cash, securities or other consideration shall be
     paid or delivered in exchange for such Company Common Stock under this
     Agreement.


                                       I-2


<PAGE>

          1.3.2     Except as provided herein with respect to Dissenting Shares
     (as hereinafter defined), the following provisions shall apply with respect
     to all shares of Company Common Stock outstanding immediately prior to the
     Effective Time of the Merger other than the shares canceled pursuant to
     Section 1.3.1 hereof:

          1.3.2.1  Subject to Section 1.3.2.4 hereof, at the Effective Time of
     the Merger, each such share of Company Common Stock outstanding shall be
     converted, without any action by the holder thereof, into the right to
     receive from VSI $0.797 in cash, without interest (the "Purchase Price").

                    1.3.2.2  At the Effective Time of the Merger, (i) VSI shall
          deliver to American Stock Transfer and Trust Company or such other
          institution as shall be designated by VSI as exchange agent (the
          "Exchange Agent") $12,497,360 in immediately available funds and (ii)
          the Company shall deliver to the Exchange Agent immediately available
          funds equal to the amount of consideration received by the Company
          after the date hereof and prior to the Effective Time of the Merger
          from the exercise of options and warrants, such amounts to be held by
          the Exchange Agent, to effect conversions of outstanding Company
          Common Stock into cash pursuant to Section 1.3.2.1 hereof and to
          effect exercises of options and warrants that remain exercisable for
          cash after the Effective Time of the Merger (as described in Section
          1.4 hereof), in accordance with the terms of an exchange agency
          agreement between VSI and the Exchange Agent.



                    1.3.2.3  At the Effective Time of the Merger and subject to
          Section 1.3.2.4 hereof, each holder of an outstanding certificate or
          certificates representing Company Common Stock ("Company Stock
          Certificates") shall, upon surrender thereof to the Exchange Agent
          together with a letter of transmittal in the form of the letter of
          transmittal furnished by VSI pursuant to Section 1.3.3 hereof, be
          entitled to receive a cash amount equal to the Purchase Price, without
          interest, in exchange for each share of Company Common Stock
          surrendered. Until so surrendered, each outstanding Company Stock
          Certificate shall be deemed for all purposes to represent the right to
          receive the Purchase Price in cash without interest.  Whether or not a
          Company Stock Certificate is surrendered, from and after the Effective
          Time of the Merger such certificate shall under no circumstances
          evidence, represent or otherwise constitute any stock or other
          interest whatsoever in the Company, the Surviving Corporation, VSI or
          any other person, firm or corporation.

                    1.3.2.4  VSI and the Exchange Agent shall not be required to
          pay a fraction of a penny to any former shareholder of the Company.


                                       I-3


<PAGE>

          In lieu of paying any such fraction, VSI and the Exchange Agent shall
          determine the aggregate consideration payable to each shareholder with
          respect to all of such shareholder's shares of Company Common Stock
          and upon tender of all such shares in accordance with the provisions
          of this Agreement, shall round such consideration up to the nearest
          whole penny.

                    1.3.3  Promptly after the Effective Time of the Merger, VSI
          shall deliver to holders of Company Stock Certificates letters of
          transmittal pursuant to which such certificates may be submitted to
          the Exchange Agent.

          SECTION 1.4  OPTIONS, WARRANTS AND CONVERTIBLE SECURITIES.  The
     Company covenants, warrants and represents as follows:

          1.4.1  OPTION PLAN.  As of the date hereof, options covering 633,166
     shares of Company Common Stock are outstanding under the Company's
     Incentive and Non-Qualified Stock Option Plan (the "Stock Option Plan").
     Of these "Employee Options" (as defined in Section 2.2 hereof), options
     covering 297,168 shares of Company Common Stock have per share exercise
     prices that are less than the Purchase Price.  At least 35 days prior to
     the Effective Time of the Merger, the Company shall provide to each holder
     of an Employee Option a notice, in accordance with Section 4.2 of the Stock
     Option Plan, advising each such holder of the terms of the Merger and
     describing the consequences of the Merger to holders of Employee Options.
     By virtue of such notice, all outstanding Employee Options shall become
     exercisable in full and all Employee Options which are not exercised prior
     to the Effective Time of the Merger shall terminate as of the Effective
     Time of the Merger.  As a result of such termination, neither the Company
     nor VSI shall have any obligation under the Employee Options at or after
     the Effective Time of the Merger.

          1.4.2  DIRECTOR OPTIONS. Options covering 150,000 shares of Company
     Common Stock granted to directors of the Company pursuant to Non-Qualified
     Director Stock Option Agreements were canceled on March 14, 1997.  As a
     result of such cancellations, neither the Company nor VSI shall have any
     obligation under any such agreements at or after the Effective Time of the
     Merger.


                                       I-4


<PAGE>

          1.4.3  CONVERTIBLE SECURITIES.  Pursuant to the terms of the "Robert
     Scherer Inducement Agreement" (as defined in Section 2.27 hereof), Robert
     P. Scherer, Jr. has agreed to convert all principal payable under the
     "Convertible Note" (as defined in Section 2.2 hereof) into a total of
     1,000,000 shares of Company Common Stock prior to the Effective Time of the
     Merger.  By virtue of such conversion, there will be no obligation to pay
     any interest under the Convertible Note to Robert P. Scherer, Jr. after the
     effective date of such conversion.  There are no other debt or equity
     instruments outstanding which are convertible into the Company's Common
     Stock.

          1.4.4  SCHERER HEALTHCARE WARRANTS.  Pursuant to the terms of the
     "Scherer Healthcare Inducement Agreement"  (as defined in Section 2.27
     hereof), Scherer Healthcare, Inc. ("Scherer") has agreed that as of the
     Effective Time of the Merger, it will exchange the "First ABG Warrants" and
     "Second ABG Warrants" (as defined in Section 2.2 hereof) and the "Current
     Warrants" (as defined in Section 2.2 hereof) for a payment equal to
     $309,260 (representing the number of shares of Company Common Stock covered
     by the First ABG Warrants, the Second ABG Warrants and the Current Warrants
     (6,580,000) multiplied by the amount by which the Purchase Price exceeds
     $0.75, the per share exercise price of the First ABG Warrants, the Second
     ABG Warrants and the Current Warrants).

          1.4.5  SWISS WARRANTS.  As of the date hereof, "Swiss Warrants" (as
     defined in Section 2.2 hereof) covering 1,083,317 shares of Company Common
     Stock are outstanding.  Pursuant to the Swiss Warrant Agreement (as defined
     in Section 2.2 hereof), the Company and VSI are not required to provide the
     holders of the Swiss Warrants or any other person or entity any notice
     describing the consequences of the Merger to holders of Swiss Warrants.  By
     virtue of the provisions of the Swiss Warrant Agreement, upon consummation
     of the Merger, each outstanding Swiss Warrant shall be converted, without
     any action by the holder thereof, into the right to receive, upon exercise
     thereof pursuant to the terms of the Swiss Warrant and the Swiss Warrant
     Agreement, an amount of cash equal to the Purchase Price in lieu of each
     share of Company Common Stock deliverable upon such exercise.

          1.4.6  SETTLEMENT OPTIONS.  Pursuant to promissory notes (the
     "Settlement Notes") issued in accordance with the "Settlement Agreement"
     (as defined in Section 2.2 hereof), two individuals each have an option to
     acquire 100,000 shares of Company Common Stock by reducing the principal
     amount of the Settlement Notes.  The Company shall pay the holders of the
     Settlements Notes all amounts outstanding under the Settlement Notes prior
     to the Effective Time of the Merger.  As a result, no obligation to issue
     capital stock or otherwise will exist after the Effective Time of the
     Merger pursuant to the Settlement Notes.

          1.4.7  CONSULTANT'S OPTIONS.  As of the date hereof, the Company is
     obligated to issue 50,000 shares of Company Common Stock pursuant to the
     Consultant's Options (as defined in Section 2.2 hereof) at an exercise
     price of $0.75 per share.  At least 35 days prior to the Effective Time of
     the Merger, the Company shall provide to the holder of the Consultant's
     Option a notice, in accordance with Section 5(b) of the agreement setting
     forth the terms of the Consultant's Options, advising such holder of the
     terms of the Merger and describing the consequences of the Merger to
     holders of Employee Options. By virtue of such notice, all of the
     Consultant's Options which are not exercised prior to the Effective Time of
     the Merger shall terminate as of the Effective Time of the Merger.  As a
     result of such termination, neither the Company nor VSI shall have any
     obligation under the Consultant's Options at or after the Effective Time of
     the Merger.


                                       I-5


<PAGE>

          1.4.8  RUSSELL WARRANTS.  As of the date hereof, the Company is
     obligated to issue 75,326 shares of Company Common Stock pursuant to the
     Russell Warrants (as defined in Section 2.2 hereof) at an exercise price of
     $1.50 per share.  At least 15 days prior to the Effective Time of the
     Merger, the Company shall provide to the holder of the Russell Warrants the
     notice required pursuant to Section "e" of the Russell Warrant Agreement
     (as defined in Section 2.2 hereof).  By virtue of the provisions of the
     Russell Warrant Agreement, upon consummation of the Merger, each
     outstanding Russell Warrant shall be converted, without any action by the
     holder thereof, into the right to receive, upon exercise thereof pursuant
     to the terms of the Russell Warrant and the Russell Warrant Agreement, an
     amount of cash equal to the Purchase Price in lieu of each share of Company
     Common Stock deliverable upon such exercise.

          1.4.9  ITT WARRANTS.  As of the date hereof, the Company is obligated
     to issue 10,000 shares of Company Common Stock pursuant to the ITT Warrants
     (as defined in Section 2.2 hereof) at an exercise price of $4.00 per share.
     At least 25 days prior to the Effective Time of the Merger, the Company
     shall provide to the holder of the ITT Warrants the notice required
     pursuant to Section 4(f) of the ITT Warrant Agreement (as defined in
     Section 2.2 hereof).  By virtue of the provisions of the ITT Warrant
     Agreement, upon consummation of the Merger, each outstanding ITT Warrant
     shall be converted, without any action by the holder thereof, into the
     right to receive, upon exercise thereof pursuant to the terms of the ITT
     Warrant and the ITT Warrant Agreement, an amount of cash equal to the
     Purchase Price in lieu of each share of Company Common Stock deliverable
     upon such exercise.


                                   ARTICLE II

                         REPRESENTATIONS AND WARRANTIES
                                 OF THE COMPANY

     References herein to the "Disclosure Letter" shall mean the letter from the
Company to VSI, dated the date hereof, pursuant to which the Company has made
certain representations and described certain exceptions to the representations
set forth in this Article II by means of express cross-references to the
Sections hereof requiring that exceptions be made.  Except as set forth in the
Disclosure Letter, the Company hereby represents, warrants, and agrees as
follows:

          SECTION 2.1  ORGANIZATION.  The Company is a corporation, duly
organized, validly existing, and in good standing under the laws of the State of
Colorado, and has all requisite corporate power and authority to own its
property and conduct the business in which it is engaged. The Disclosure Letter
contains an accurate and complete list of the dates of filing of the Company's


                                       I-6
<PAGE>

articles of incorporation and all amendments thereto with the Colorado Secretary
of State and the date of the Company's current by-laws.

          SECTION 2.2  CAPITALIZATION.  The Company is solely authorized to
issue 50,000,000 shares of Company Common Stock.  As of the date hereof, there
were 14,296,773 shares of Company Common Stock issued and outstanding (the
"Outstanding Common Shares"). The Outstanding Common Shares include 25,000
shares of Company Common Stock which were initially issued to Jack L. York as
restricted shares, all of which restrictions have lapsed. The Outstanding Common
Shares do not include any restricted shares issued to any other director of the
Company.  If the Effective Time of the Merger occurs prior to August 31, 1997,
any restricted shares outstanding on the date hereof, other than the restricted
shares owned by Jack L. York, will, by their terms, be forfeited and deemed not
to be outstanding as of the Effective Time of the Merger. All of the Outstanding
Common Shares have been fully paid, have been validly issued, and are
nonassessable.  No shares of Company Common Stock have been issued in violation
of the preemptive rights of any person or entity and the holders of Outstanding
Common Shares do not possess preemptive rights.  Except with respect to (i)
options covering not more than 633,166 shares of Company Common Stock granted
pursuant to the Company's Incentive and Non- Qualified Stock Option Plan (the
"Stock Option Plan"), (ii) warrants covering up to 1,083,317 shares of Company
Common Stock which were granted to former holders of Swiss bonds at an exercise
price of $.75 per share pursuant to a warrant agreement (the "Swiss Warrant
Agreement"), dated June 15, 1993, between the Company and Chemical Trust Company
of California, as warrant agent (the "Swiss Warrants"), (iii) warrants to
purchase through March 31, 1999 up to 1,530,000 shares of Company Common Stock
at an exercise price of $.75 per share (the "First ABG Warrants"), which First
ABG Warrants were granted to Scherer pursuant to an omnibus agreement, dated
April 12, 1993, between the Company and Scherer (the "Omnibus Agreement"), (iv)
warrants to purchase through March 31, 2003 up to 4,250,000 shares of Company
Common Stock at an exercise price of $.75 per share (the "Second ABG Warrants"),
which Second ABG Warrants were granted to Scherer pursuant to the Omnibus
Agreement, (v) warrants to purchase through March 31, 1999 up to 800,000 shares
of Company Common Stock at an exercise price of $.75 per share (the "Current
Warrants"), which Current Warrants were granted to Scherer pursuant to a warrant
agreement dated April 12, 1993, (vi) a convertible secured promissory note in
the principal amount of $700,000 entitling the holder thereof to acquire up to
1,000,000 shares of Company Common Stock upon conversion thereof (the
"Convertible Note"), which Convertible Note was issued to Scherer Capital, LLC
on March 28, 1996 and which currently is owned by Robert P. Scherer, Jr., (vii)
stock options covering up to 50,000 shares of Company Common Stock granted by
the Company to David Hagelstein at an exercise price of $.75 per share (the
"Consultant Options"), the terms of which Consultant Options are reflected in an
option agreement, dated August 26, 1993, (viii) options granted pursuant to a
settlement agreement dated April 30, 1995 (the "Settlement Agreement"), which
options (the "Settlement Options") entitle the holders thereof to purchase up to
200,000 shares of Company Common Stock at an exercise price of $1.00 per share,
which price is payable by reducing amounts otherwise payable by the Company,
(ix) Warrants to purchase through September 30, 1997 up to 10,000 shares of
Company Common Stock at an exercise price of $4.00


                                       I-7
<PAGE>

per share (the "ITT Warrants"), which ITT Warrants were granted to ITT
Commercial Finance Corporation pursuant to a warrant agreement dated October 1,
1992 (the "ITT Warrant Agreement"), (x) warrants to purchase through December
20, 1997 up to 75,326 shares of Company Common Stock at an exercise price of
$1.50 per share (the "Russell Warrants"), which Russell Warrants were granted to
Robert A. Russell pursuant to a warrant agreement dated November 18, 1992 (the
"Russell Warrant Agreement"), and (xi) certain rights (the "Rights") granted
pursuant to the Company's Rights Agreement, dated as of August 8, 1991, between
the Company and Bank of America National Trust & Savings Association, as amended
(the "Rights Agreement"), the Company does not have outstanding any options or
warrants to purchase, or contracts to issue, or contracts or any other rights
entitling anyone to acquire, shares of its capital stock of any class or kind,
or securities convertible into or exchangeable for such shares.  In light of
commitments made by Robert P. Scherer, Jr. and Scherer to VSI in the Inducement
Agreements with respect to the Convertible Note, the First ABG Warrants, the
Second ABG Warrants and the Current Warrants, immediately prior to the Effective
Time of the Merger the outstanding shares of Company Common Stock shall not
exceed the above-mentioned 14,296,773 Outstanding Common Shares plus (a) up to
633,166 shares of Company Common Stock which may be issued between the date
hereof and the Closing Date upon the exercise of options previously granted
pursuant to the Option Plan, (b) up to 1,083,317 shares of Company Common Stock
which may be issued between the date hereof and the Closing Date upon exercise
of the Swiss Warrants, (c) up to 800,000 shares of Company Common Stock which
may be issued by the Company upon the exercise of the Current Warrants, (d) the
1,000,000 shares of Company Common Stock to be issued upon conversion of the
Convertible Note, (e) up to 50,000 shares of Company Common Stock which may be
issued upon the exercise of the Consultant's Options, (f) up to 200,000 shares
of Company Common Stock which may be issued upon the exercise of the Settlement
Options, (g) up to 10,000 shares of Company Common Stock which may be issued
upon exercise of the ITT Warrants and (h) up to 75,326 shares of Company Common
Stock which may be issued upon exercise of the Russell Warrants.  The Disclosure
Letter contains a complete and accurate schedule setting forth the names of each
holder of the options currently outstanding under the Option Plan ("Plan
Options" or "Employee Options"), the First ABG Warrants, the Second ABG
Warrants, the Current Warrants, the Convertible Note, the Consultant's Options,
the Settlement Options, the ITT Warrants and the Russell Warrants, the number of
shares of Company Common Stock currently issuable to each such holder pursuant
to such options, warrants and Convertible Note (after giving effect to the anti-
dilution provisions applicable thereto), the current exercise price of each of
such options, warrants and Convertible Note (after giving effect to the anti-
dilution provisions applicable thereto), the dates on which each such option or
warrant granted to such holder becomes exercisable (or if such option becomes
exercisable in installments, the dates and percentages applicable to such
installments) and the date on which each such option or warrant terminates.  The
Company has amended its Rights Agreement in such a manner that the execution of
this Agreement and the consummation of the Merger will not cause any of the
Rights to become exercisable with or without the passage of time.


                                       I-8
<PAGE>

          SECTION 2.3  SUBSIDIARIES.  The Company's subsidiaries (collectively,
the "Subsidiaries" and each such entity individually, a "Subsidiary") are
corporations duly organized, validly existing and in good standing under the
laws of their respective jurisdictions of incorporation, and each Subsidiary has
all requisite corporate power and authority to own its respective property and
conduct the respective business in which it is engaged.  The Disclosure Letter
contains an accurate and complete list of (i) all of the Subsidiaries and (ii)
the dates of filing of each Subsidiary's articles of incorporation and all
amendments thereto with the Secretary of State of the applicable jurisdiction of
organization and the dates of the current by-laws of each such Subsidiary.  The
Company has no equity interest in any corporation, partnership, limited
liability company or other entity other than its interests in the Subsidiaries.
All of the Subsidiaries are inactive.

          SECTION 2.3A   ABG.  As set forth in the Omnibus Agreement, Scherer
leases to the Company certain equipment pursuant to the "Equipment Lease" (as
such phrase is defined in the Omnibus Agreement) and licenses to the Company
certain intellectual property pursuant to the "License of Intellectual Property"
(as such phrase is defined in the Omnibus Agreement). The assets leased and
licensed by Scherer to the Company pursuant to the Equipment Lease and the
License of Intellectual Property, together with any "Improvements" (as such term
is defined in the License of Intellectual Property), are all included within the
definition of Scheduled Assets in the Scherer Healthcare Inducement Agreement
and comprise the only assets of the blood gas collection product line marketed
and sold by the Company (such assets and Improvements being hereinafter referred
to as the "ABG Assets", such product line being hereinafter referred to as the
"ABG Product Line" and the business presently operated by the Company with
respect to the ABG Product Line being hereinafter referred to as the "ABG
Business") that are owned by any entity other than the Company. All of the
equipment leased by Scherer pursuant to the Equipment Lease is located in the
Company's premises in Englewood, Colorado.  With the exception of the Terumo
litigation referred to herein, the Company is not aware of any basis or claim
for material indemnification by Scherer against the Company under the Equipment
Lease or the License of Intellectual Property.

          SECTION 2.4  QUALIFICATIONS.  The Disclosure Letter contains an
accurate and complete list of all States in which the Company and each
Subsidiary are qualified to do business.  The Company and each Subsidiary are
qualified to do business in each State and in each foreign country in which
their failure to so qualify would have a material adverse effect on the
financial condition, assets, business or operations of the Company and its
Subsidiaries, taken as a whole.

          SECTION 2.5  SEC FILINGS.  Since March 30, 1994, the Company has filed
with the Securities and Exchange Commission (the "SEC") all reports and
statements (consisting solely of those reports described in the Disclosure
Letter) which it was required to file with the SEC pursuant to the Securities
Exchange Act of 1934 (the "1934 Act").  None of the reports and


                                       I-9
<PAGE>

statements filed by the Company with the SEC pursuant to the 1934 Act from March
30, 1994 through the date hereof (collectively, the "Reports") contained any
untrue statement of a material fact or omitted to state a material fact required
to be stated therein or necessary to make the statements made therein, in light
of the circumstances under which they were made, not misleading.

          SECTION 2.6  OWNED REAL ESTATE.  The only real estate owned by the
Company or any of its Subsidiaries is the real estate on which the Company's
principal office is located at 11039 East Lansing Circle, Englewood, Colorado.
None of the ABG Assets constitute real estate. All buildings located on such
owned real estate (the "Owned Buildings") comply in all material respects with
all municipal, state and federal statutes, ordinances, rules and regulations
applicable to the construction of such buildings and their actual use.

          SECTION 2.7  LEASED REAL ESTATE.  The Company and its Subsidiaries do
not lease any real estate other than pursuant to two real estate leases (the
"Leases").  The Business is conducted solely from either the Owned Buildings or
from real estate subject to the Leases. The Disclosure Letter contains an
accurate and complete list of the dates of the Leases and any amendments
thereto.  The Company and the Subsidiaries are not in material default under the
Leases and the Company is not aware of any facts which, with notice and/or the
passage of time, would constitute such a default.  Consent is required under
both of the Leases in connection with the Merger.

          SECTION 2.8  LEASED TANGIBLE PERSONAL PROPERTY.  The Company and its
Subsidiaries do not lease any personal property other than pursuant to (i)
leases which expire on not more than 90 days notice by the Company or a
Subsidiary, (ii) leases which require annual rentals of not more than $25,000,
(iii) the "Equipment Lease" (as defined in the Omnibus Agreement) and (iv)
leases ("Personalty Leases") listed in the Disclosure Letter.  Scherer is not a
lessee of any of the ABG Assets. The Company and the Subsidiaries are not in
material default under any of the Personalty Leases or the Equipment Lease and
the Company is not aware of any fact which, with notice and/or passage of time,
would constitute such a default.  No consent is required under the Personalty
Leases or the Equipment Lease in connection with the Merger.

          SECTION 2.9  Intentionally Omitted.

          SECTION 2.10  INTANGIBLE PERSONAL PROPERTY.  The Disclosure Letter
contains an accurate and complete list of all distributorship, franchise and
license agreements (whether the Company or any of its Subsidiaries is the
grantor or grantee of such distributorship, franchise or license), and all
patents, patent applications, trademarks, trademark applications and trade names
(whether the Company or any of its Subsidiaries owns such items or is licensed
to use them) currently


                                      I-10
<PAGE>

owned or used by the Company or, with respect to the ABG Assets, Scherer (the
"Intellectual Property").  The Company or a wholly-owned Subsidiary of the
Company, or, with respect to the ABG Assets, Scherer, is the sole and exclusive
owner of, or (in the case of the Company or any of its Subsidiaries) is a valid
licensee or lessee of, or has the right to use in the manner currently used,
each of said items of Intellectual Property and has the right to use in the
manner currently used all other items of intangible personal property
(including, without limitation, copyrights) owned or used by the Company or any
of its Subsidiaries in any of their businesses or used by Scherer, the Company
or any of its Subsidiaries with respect to the ABG Assets or the ABG Business
(together with the Intellectual Property, the "Intangible Property"); said items
of Intangible Property represent the only intangible personal property required
by the Company and its Subsidiaries in order to operate the ABG Business and the
businesses presently conducted by the Company and its Subsidiaries; there are no
claims or demands against Scherer, the Company or any of its Subsidiaries with
respect to any of such items of Intangible Property, and no proceedings have
been instituted, are pending, or to the knowledge of the Company have been
threatened to terminate or cancel any such agreements or which challenge the
right of Scherer, the Company or any of its Subsidiaries with respect to any of
said items of Intangible Property; and there are no facts known to the Company
which make it likely that any such agreements will not be renewed at their next
expiration date or which might reasonably serve as the basis, in whole or in
part, of any claim that any part of the business carried on by the Company or
any of its Subsidiaries infringes the patent, trademark, trade name, copyright,
or other rights of any other person.  With respect to the Terumo litigation
referenced in the Disclosure Letter, the Company makes no representation as to
the likelihood of any ultimate determination, whether positive or negative.
Subject to the interests of the Company's distributors in information generated
by such distributors, the Company and its Subsidiaries have the unrestricted
right to use, free from any rights or claims of others, all trade secrets and
customer lists which the Company or any of its Subsidiaries has used or which
the Company or any of its Subsidiaries is now using in connection with the sale
of any and all products or services which have been or are being sold by the
Company or any of its Subsidiaries, including assets included within the ABG
Business.

          SECTION 2.11  ACCOUNTS RECEIVABLE AND INVENTORY.

          2.11.1  All accounts receivable of the Company and its Subsidiaries
     have originated in the ordinary course of business, are valid and are not
     subject, to any material extent, to any defense, counterclaim or setoff.

2.11.2  All inventory in the possession of the Company or any of its
Subsidiaries is owned by the Company or one or more of its Subsidiaries and
recorded on such entities' books and records in accordance with generally
accepted accounting principles consistently applied.  All such inventory has
been valued at the lower of cost, calculated on a FIFO method, or market.  No
inventory in the possession of the Company or any of its Subsidiaries has been
consigned.  The Company believes that the reserves for inventory obsolescence
contained in the Company's December 31, 1995 and September 29, 1996 consolidated
financial statements are adequate. No inventory relating to the ABG Business is
owned by Scherer.

          SECTION 2.12  TITLE TO ASSETS.

               2.12.1  The Company and its Subsidiaries have good and marketable
title in and to all of their property reflected in the December 28, 1996
consolidated balance sheet referred to in Section 2.22.1 hereof (the "Balance
Sheet") plus all assets purchased by the Company and its Subsidiaries since
December 28, 1996, less all assets which the Company or its Subsidiaries have
disposed of in the ordinary course since such date, which property presently
owned by the Company or any of its Subsidiaries is free and clear of all
security interests, consignments, liens, judgments, encumbrances, restrictions,
or claims of any kind except (a) those items that secure liabilities that are
reflected on the Balance Sheet or that are described in the notes thereto, (b)
with respect to owned real property, title imperfections accurately and
completely noted in the title reports listed in the Disclosure Letter, and minor
title imperfections which do not, in the aggregate, adversely affect the
Company's ability to use such property as it is currently being used, and (c)
liens for current taxes or assessments not yet due or delinquent.

               2.12.2  To the best of the Company's knowledge, Scherer has good
and marketable title in and to all of the ABG Assets to the extent described in
the Disclosure Letter, which property presently owned by Scherer is free and
clear of all security interests, consignments, liens, judgments, encumbrances,
restrictions, or claims of any kind except (a) Scherer's obligations under the
Equipment Lease and the License of Intellectual Property and (b) liens for
current taxes or assessments not yet due or delinquent.

          SECTION 2.13  MATERIAL CONTRACTS.

          2.13.1  The Disclosure Letter accurately identifies all of the
     following contracts or other obligations (and any amendments thereto) to
     which the Company or any of its Subsidiaries is a party or by which the
     Company or any of its Subsidiaries is bound:  (a) any written contracts
     with or loans to any of the Company's, or any of the Subsidiaries',
     shareholders (including, without limitation, Scherer and its affiliates),
     officers, directors, employees, consultants, salespersons, distributors or
     sales representatives; (b) any employee benefit plan made available by the
     Company or any of its Subsidiaries to any of their employees, including
     without limitation any medical benefits payable to retired employees of the
     Company or its Subsidiaries; (c) any collective bargaining agreement; (d)
     any outstanding option plans, options, warrants, warrant agreements and
     rights agreements; (e) any contracts with customers and suppliers other
     than purchase orders delivered in the ordinary course of business; (f) any
     deeds of trust, mortgages, conditional sales contracts, security
     agreements, pledge agreements,


                                      I-11


<PAGE>

     trust receipts, or any other agreements or arrangements whereby any
     material amount of the assets of the Company or any Subsidiary are subject
     to a lien, encumbrance, charge or other restriction; (g) any loan
     agreements, letters of credit or lines of credit, including without
     limitation any documents pertaining to the Company's Swiss bonds and Swiss
     notes; (h) any contracts restricting the Company or any Subsidiary from
     doing business in any areas or in any way limiting competition; (i) any
     contracts calling for aggregate payments by the Company or any Subsidiary
     in excess of $25,000 and which are not terminable without cost or liability
     on notice of 90 days or less; (j) any joint venture, partnership or limited
     partnership agreement or limited liability company operating agreement
     involving the Company or any Subsidiary; (k) any guarantees by the Company
     or any Subsidiary of the obligations of any other party except those
     resulting from the endorsement of checks deposited by the Company or any
     Subsidiary for collection; (l) any engagement letter relating to the
     Merger; (m) any other contracts which could have a material impact on the
     Company's consolidated results of operations or consolidated financial
     condition; and (n) any commitments to enter into any of the types of
     contracts and obligations referred to in this Section 2.13.1.  The Company
     and its Subsidiaries are not in material default under any of such
     contracts, obligations or commitments and the Company is not aware of any
     facts which, with notice and/or the passage of time, would constitute such
     a default and are not aware of any default by any party thereto which would
     have a materially adverse effect upon the results of operations or
     financial condition of the Company and its Subsidiaries taken as a whole.
     No consent is required under any of the contracts, obligations and
     commitments referred to in this Section 2.13.1 in connection with the
     Merger.

          2.13.2  No purchase commitment of the Company or any of its
     Subsidiaries is substantially in excess of the normal, ordinary, and usual
     requirements of the business of the Company and its Subsidiaries.

          2.13.3  The Company and its Subsidiaries are not a party to or
otherwise bound by any contract, agreement, plan, lease, license, commitment, or
undertaking which is materially adverse, materially onerous, or materially
harmful to any aspect of the businesses of the Company and its Subsidiaries;
provided, however, that no representation is made in this Section 2.13.3 with
respect to any agreement that has been identified in any section of the
Disclosure Letter.

          2.13.4    To the best of the Company's knowledge, Scherer is not under
any material contractual obligation with respect to the ABG Product Line other
than as set forth in the Omnibus Agreement, the Equipment Lease and the License
of Intangible Property.

          SECTION 2.14  CUSTOMERS AND SUPPLIERS.  The Disclosure Letter contains
a complete and accurate list setting forth, for the ten months ended January 25,
1997, all customers who purchased more than $100,000 in goods from the Company
and its Subsidiaries and all suppliers from whom the Company and its
Subsidiaries purchased more than $100,000 in products, the total value of
business transacted by the Company and its Subsidiaries with such customers or
suppliers during such period, and, if applicable, the reasons that any such
contracts


                                      I-12
<PAGE>

were terminated.  Except as set forth in the Disclosure Letter and subject to
arrangements agreed upon by the Company and VSI with respect to the distribution
of the Company's products subsequent to the date hereof, the Company has not
been notified that any of such customers or suppliers intends to terminate or
change significantly its relationship with the Company and its Subsidiaries on
or after the Effective Time of the Merger.  None of the Company's presently
outstanding proposals to customers which are subject to competitive bidding
would, if accepted, materially adversely affect the Company's profit margins.
For the twelve months ended December 28, 1996, approximately 40% of the
Company's business was subject to competitive bidding.  For the twelve months
ending December 28, 1997, the Company does not reasonably expect that more than
approximately 40% of its business will be subject to competitive bidding.

          SECTION 2.15  TRANSACTIONS WITH DIRECTORS, OFFICERS, EMPLOYEES AND
AFFILIATES.  Except as disclosed in reports filed by the Company with the SEC,
there have been no transactions since July 1, 1993 between the Company and any
director, officer, employee or affiliate (as defined in Rule 405 promulgated by
the SEC, it being agreed by the parties that Scherer and its officers, directors
and 10% shareholders shall be deemed "affiliates" of the Company for purposes of
this Agreement) of the Company, except on an arm's length basis in accordance
with normal business practices.  Since July 1, 1993, none of the officers,
directors or affiliates of the Company, or any member of the immediate family of
any such persons, has been a director or officer of, or has had a material
interest in, any firm, corporation, association or business enterprise which
during such period has been a material supplier, customer or sales agent of the
Company or any of its Subsidiaries or has competed to a material extent with the
Company or any of its Subsidiaries.

     SECTION 2.16  LITIGATION.

          2.16.1  Except as disclosed in the Reports: (i) there are no legal,
administrative, arbitration or other proceedings or claims pending or to the
knowledge of the Company threatened against the Company or any of its
Subsidiaries (other than proceedings or claims which are reasonably likely not
to have a material adverse effect upon the Company's financial condition or
results of operations); (ii) the Company and its Subsidiaries are not subject to
any existing judgment; (iii) the Company and its Subsidiaries have not received
any inquiry from any agency of the federal or of any state or local government
about the transactions contemplated hereby, or about any violation or possible
violation of any law, regulation or ordinance affecting its business, its
assets, the ABG Business, the ABG Assets or the ABG Product Line; and (iv) the
Company and its Subsidiaries have not been subject to any products liability
claims during the three years ended on the date of this Agreement.  During the
three year period ending on the date of this Agreement, no claim has been made,
and to the best of the knowledge of the Company, no basis exists for any claim,
by any current or former director, officer, employee or other agent of the
Company or any of its Subsidiaries seeking indemnification, whether pursuant to
statute, court rule, contract, by-law, a provision in an article of association
or otherwise, based on such person's involvement in the business of the Company
or any of its Subsidiaries.


                                      I-13


<PAGE>

          2.16.2  To the best of the Company's knowledge,  (i) there are no
legal, administrative, arbitration or other proceedings or claims pending or
threatened against Scherer with respect to the ABG Product Line or the ABG
Assets (other than proceedings or claims which, if made against the Company,
would not be reasonably likely to have a material adverse effect upon the
Company's financial condition or results of operations); (ii) Scherer is not
subject to any existing judgment which would adversely affect Scherer's
obligations to convey the ABG Assets upon exercise of the Repurchase Option (as
hereinafter defined); and (iii) Scherer has not received any inquiry from any
agency of the federal or of any state or local government about the transactions
contemplated hereby, about any exercise of the Repurchase Option or about any
violation or possible violation of any law, regulation or ordinance affecting
the ABG Assets, the ABG Business or the ABG Product Line.

          SECTION 2.17  INSURANCE.  The Disclosure Letter contains an accurate
and complete list of all insurance coverage maintained by the Company and its
Subsidiaries on the date hereof. Except as otherwise indicated in the Disclosure
Letter, such coverage applies to the Company's interests in the ABG Product
Line.  The Company and its Subsidiaries have not received any notice of
cancellation with respect to any insurance policy relating to such coverage. All
premiums due under any such insurance policy have been paid in full.

          SECTION 2.18  LICENSES AND PERMITS.  The Company and its Subsidiaries
and the employees and agents of the Company and its Subsidiaries have all
material licenses, permits, orders, approvals and authorizations required for
the conduct of their respective businesses as presently conducted, including
without limitation the ABG Business.  In all material respects, the Company and
its Subsidiaries are acting within the terms of such licenses, permits, orders,
approvals and authorizations, and, to the best knowledge of the Company, no
suspension or cancellation thereof has been threatened.

          SECTION 2.19  AUTHORITY RELATIVE TO AGREEMENT; ENFORCEABILITY.  The
execution, delivery and performance of this Agreement by the Company (A) are
within the legal capacity and power of the Company; (B) have been duly
authorized by all requisite corporate action on the part of the Company, other
than shareholder approval; (C) require the approval or consent of, or filing
with, no persons, entities or agencies, other than such approvals as shall be
required under the 1934 Act and state securities laws and such filings as shall
be required pursuant to the Hart Scott Rodino Antitrust Improvements Act (the
"Hart Scott Rodino Act"); and neither violate nor constitute a default under,
nor create a lien or breach under, the terms of the articles of incorporation
and by-laws of the Company or any Subsidiary or of any material agreement,
document or instrument binding upon the Company or any Subsidiary.  This
Agreement is a legal, valid and binding obligation of the Company enforceable
against the Company in accordance with its terms, except insofar as the
enforcement thereof may be limited by bankruptcy, insolvency, moratorium or
similar laws affecting the enforcement of creditors' rights generally and
subject to equitable principles limiting the availability of equitable remedies.
At the Special Meeting (as hereinafter defined), approval of the Merger by
holders of two-thirds of the shares of Company


                                      I-14
<PAGE>

Common Stock outstanding on the applicable record date will be sufficient to
constitute shareholder approval of the Merger under Colorado law and under the
Company's articles of incorporation and by-laws.

          SECTION 2.20  COMPLIANCE WITH APPLICABLE LAWS; ENVIRONMENTAL MATTERS.

               2.20.1    The Company and its Subsidiaries and all real property
now owned by the Company and its Subsidiaries ("Company Owned Real Property")
are in compliance in all material respects with all federal, state, county, and
municipal laws, ordinances, regulations, rules, reporting requirements,
judgments, orders, decrees and requirements of common law applicable to the
conduct of the Company and its Subsidiaries and to the assets owned, used or
occupied by the Company and its Subsidiaries (collectively referred to
hereinafter as the "General Laws"), including without limitation all applicable
federal, state, county and municipal laws, ordinances, regulations, rules,
reporting requirements, judgments, orders, decrees and requirements of common
law concerning or relating to the protection of health and the environment
(collectively referred to hereinafter as the "Environmental Laws").  To the best
of the Company's knowledge, all real property owned, operated, used or leased
by, to or for the Company and its Subsidiaries, with respect to any aspect of
their businesses including, without limitation, the ABG Business, at any time
since 1990 other than the Company Owned Real Property (the "Company
Leased/Previously Owned Property"), was and is in compliance in all material
respects with the General Laws and the Environmental Laws.  The Company and its
Subsidiaries have not received any notification of violation, citation,
complaint, request for information, order, directive, compliance schedule or
other similar enforcement order, or any other notice from any administrative or
governmental agency or entity, indicating that any business or operation of or
any real property owned, operated, used or leased by, to or for the Company or
any Subsidiary, was not or currently is not in compliance in all material
respects with all Environmental Laws and General Laws. To the best of the
Company's knowledge, Scherer has not received any notification of violation,
citation, complaint, request for information, order, directive, compliance
schedule or other similar enforcement order, or any other notice from any
administrative or governmental agency or entity, indicating that any aspect of
the ABG Business was not or currently is not in compliance in all material
respects with all Environmental Laws and General Laws.

          2.20.2    All businesses and operations of the Company and its
     Subsidiaries (including without limitation the ABG Business), the Company
     Owned Real Property and, to the best of the Company's knowledge, the
     Company Leased/Previously Owned Property, are in compliance in all material
     respects with all: (i) judgments, orders, directives, decrees or awards of
     any court, arbitrator or administrative or governmental agency or entity
     concerning compliance with the Environmental Laws; and (ii) consent
     decrees, administrative orders, settlement agreements or other settlement
     documents


                                      I-15
<PAGE>

     entered into with any administrative or governmental agency or entity
     concerning compliance with the Environmental Laws.

          2.20.3    All assets owned, leased, licensed or otherwise used by the
     Company or any of its Subsidiaries, including, without limitation, the
     Company Owned Real Property, and, to the best of the Company's knowledge,
     the Company Leased/Previously Owned Property, are free of all materials
     designated as hazardous substances, wastes, hazardous materials, pollutants
     or contaminants under any Environmental Law (collectively, "Hazardous
     Materials") and physical conditions which violate any Environmental Laws;
     all storage tanks and associated pipes, pumps and structures (whether above
     or below ground) located in or on the Company Owned Real Property and, to
     the best of the Company's knowledge, the Company Leased/Previously Owned
     Property, have been identified in the Disclosure Letter, are in sound
     condition, free of corrosion, meet all design and performance standards
     required by all Environmental Laws, and do not now, and did not at any time
     in the past, evidence impaired integrity or leakage.  No Hazardous
     Materials used or generated by the Company or any of its Subsidiaries or
     generated at the Company Owned Real Property or, to the best of the
     Company's knowledge, generated at the Company Leased/Previously Owned
     Property, have been treated, stored, transported or disposed of in
     violation of any Environmental Laws; and all Hazardous Materials which have
     been utilized in the business or operation of the Company or any of its
     Subsidiaries (including without limitation the ABG Business) or which have
     been removed, released, discharged or emitted from the Company Owned Real
     Property or, to the best of the Company's knowledge, from the Company
     Leased/Previously Owned Property, were and are documented, transported and
     disposed of in compliance in all material respects with all Environmental
     Laws.

          2.20.4    The Disclosure Letter lists all permits, licenses and other
     authorizations issued by administrative or governmental agencies or
     entities under the General Laws and the Environmental Laws which are held
     by the Company or any of its Subsidiaries or which are held by Scherer with
     respect to the ABG Business (the "General and Environmental Permits").  The
     General and Environmental Permits include all such permits which are
     necessary to the business and operations of the Company and its
     Subsidiaries (including without limitation the ABG Business) and the
     Company, the Subsidiaries and, to the best of the Company's knowledge,
     Scherer are and have been in compliance in all material respects with the
     terms and conditions of the General and Environmental Permits.  Under the
     General Laws, the Environmental Laws and the General and Environmental
     Permits, the consummation of the transactions contemplated by this
     Agreement and any exercise of the Repurchase Option do not and will not:
     (i) affect the validity of the General and Environmental Permits; or (ii)
     require the consent of any governmental authority or third party.

SECTION 2.21  ERISA AND EMPLOYMENT MATTERS.


                                      I-16
<PAGE>


          2.21.1  The Disclosure Letter contains an accurate and complete list
of all funded or unfunded, written or oral, employee benefit plans, contracts,
agreements, incentives and salary, wage or other compensation plans or
arrangements, including but not limited to all pension and profit sharing plans,
savings plans, bonus plans, deferred compensation plans, incentive compensation
plans, stock purchase plans, supplemental retirement plans, severance or
termination pay plans, stock option plans, hospitalization plans, medical plans,
life insurance plans, dental plans, disability plans, cafeteria plans, dependent
care plans, tuition reimbursement plans, educational assistance plans, salary
continuation plans, vacation plans, supplemental unemployment benefit plans,
collective bargaining agreements, employment contracts, consulting agreements,
retiree benefits and agreements, severance agreements and each other employee
benefit program, plan, policy or arrangement (each a "Benefit Plan") maintained,
contributed to, or required to be contributed to by the Company or any
Subsidiary with respect to any current or former employees, directors, officers,
agents or consultants of the Company or any Subsidiary, or for which the Company
or any Subsidiary may be responsible or with respect to which it may have any
liability, whether or not subject to the Employee Retirement Income Security Act
of 1974, as amended ("ERISA").  The Disclosure Letter indicates whether each
Benefit Plan is funded or unfunded, and insured or uninsured.

          2.21.2  The Disclosure Letter contains an accurate and complete list
of all documents embodying or relating to the Benefit Plans and of all employee
handbooks and policy manuals utilized by the Company or any of the Subsidiaries
within the past five years.  Each of the Benefit Plans listed in the Disclosure
Letter is and has at all times been in compliance in all material respects with
all applicable provisions of ERISA, the Code, the Age Discrimination in
Employment Act of 1967, the Americans with Disabilities Act of 1990, the Family
Medical Leave Act of 1993 and all other laws applicable to the Benefit Plans.

          2.21.3  Each Company "employee pension benefit plan" as defined in
Section 3(2) of ERISA (each a "Pension Plan") which is intended to meet the
requirements of Section 401(a) of the Code now meets, and since its inception
has met, the requirements for qualification under Section 401(a) of the Code and
nothing has occurred which would adversely affect the qualified status of any
such Pension Plan.  The Internal Revenue Service has issued a favorable
determination letter with respect to the qualification under the Code (including
without limitation the Tax Reform Act of 1986) of each Pension Plan, the
Disclosure Letter contains an accurate and complete list of the dates of such
letters and the Internal Revenue Service has not taken any action to revoke any
such letter.

          2.21.4  Each fiduciary and every plan official of each Benefit Plan is
bonded to the extent required by Section 412 of ERISA.  The Company and the
Subsidiaries have not maintained, contributed to or been required to contribute
to (i) any Pension Plan under which more than one employer makes contributions
(as contemplated by Section 4064(a) of ERISA) or (ii) a "multiemployer plan" as
defined in Section 3(37)(A) and (D) of ERISA, nor have they withdrawn from any
Pension Plan as a "substantial employer" as defined in Section 4001(a)(2) of
ERISA so as to become subject to the provisions of Section 4063 of ERISA, or
ceased operations at any facility so as to become subject to the provisions of
Section 4062 of ERISA.  The


                                      I-17
<PAGE>

Disclosure Letter sets forth an accurate and complete list of all annual reports
filed during the last three years with the Internal Revenue Service, the
Department of Labor or the Pension Benefit Guaranty Corporation by or on behalf
of every Benefit Plan.

          2.21.5  The execution and performance of the transactions contemplated
by this Agreement will not, alone or together with any other event, constitute
an event under any Benefit Plan or individual agreement that will result in any
payment (whether of severance pay or otherwise), or acceleration, vesting or
increase in benefits, with respect to any current or former employee, officer,
consultant, agent or director of the Company or any Subsidiary.

          2.21.6  Long-term disability benefits for any employee of the Company
and each Subsidiary who has become disabled (including without limitation any
individual who is disabled but has not satisfied any applicable waiting period)
and death benefits for any employee of the Company and each Subsidiary who has
died are described in the Disclosure Letter and are insured in amounts and with
insurance companies described in the Disclosure Letter.

          2.21.7  Each group health plan (within the meaning of Section
5000(b)(1) of the Code) maintained by the Company or any Subsidiary has been
administered in substantial compliance with the coverage continuation
requirements contained in the Consolidated Omnibus Budget Reconciliation Act of
1985 ("COBRA") and as provided under Section 4980B of the Code and any
regulations promulgated or proposed under the Code.  No current or former
employee, officer, consultant, agent or director of the Company and the
Subsidiaries, and/or their spouses or dependents, is presently entitled or may
be entitled in the future to any post-termination employment, health, dental,
disability or life insurance benefits, except to the minimum extent required by
COBRA.

          2.21.8  The Company and the Subsidiaries have made all contributions
required to be made to each Benefit Plan under the terms of the plan and
applicable law, and are not in default under any Benefit Plan.  No prohibited
transaction (as defined in Section 4975 of the Code or Section 406 of ERISA) has
occurred with respect to any Benefit Plan which could subject any Benefit Plan
or any related trust, the Company, any Subsidiary, the Surviving Corporation or
any director or employee of any of them to any tax or penalty imposed under
Section 4975 of the Code or Section 502(i) or 502(1) of ERISA, either directly
or indirectly, and whether by way of indemnity or otherwise.  No event or set of
circumstances has occurred under which the Company, any of its Subsidiaries, any
Benefit Plan, or any fiduciary thereof, could directly or indirectly be subject
to any other liability (other than benefits payable in accordance with the terms
of such Benefit Plan and related expenses) under ERISA (including, but not
limited to, Sections 409, 510, 4062, 4064 or 4069 thereof), the Code (including,
but not limited to, Sections 4971, 4972, 4976 or 4980B thereof), the Family
Medical Leave Act of 1993 or any other applicable law.

          2.21.9  The Company or the plan "administrator" (as defined in Section
3(16) of ERISA) of each Benefit Plan has timely filed all ERISA and Code
required reporting and


                                      I-18
<PAGE>

disclosure forms, including, but not limited to, the Form 5500 series, with the
appropriate government agencies, with respect to every Benefit Plan required to
file such forms.

          2.21.10  There are and there have been no inquiries, proceedings,
     claims, audits or suits pending or, to the best knowledge of any Company
     Party, threatened by any governmental agency or authority or by any
     participant or beneficiary against the Company, any of its Subsidiaries,
     any of their respective directors, officers or employees, any Benefit Plan
     of the Company or any of its Subsidiaries, or any fiduciary of a Benefit
     Plan, with respect to the operation of any Benefit Plan.

          2.21.11  Neither the Company nor any of its Subsidiaries have any
     obligation to pay medical benefits to retired employees.

          2.21.12  The Disclosure Letter contains a list, as of the date hereof,
showing the names of all employees of the Company and the Subsidiaries, their
original dates of employment, their job titles and their hourly rates.

          2.21.13  All employees of the Company and the Subsidiaries are
employees at will who may be terminated by the Company at any time with no
obligation to make any payment except wages to the date of termination and such
other amounts as may be required by law.

          2.21.14  The Company and the Subsidiaries are in compliance in all
material respects with all federal and state laws respecting employment, wages
and hours.  Such entities have not engaged in any discriminatory hiring or
employment practices or any unfair labor practices nor have any employment
discrimination or unfair labor practice complaints against such entities been
filed, or, to the knowledge of the Company, been threatened to be filed, with
any federal or state agency having jurisdiction over the labor matters of the
Company and the Subsidiaries.  There are no outstanding threats by any former
employee of the Company or its Subsidiaries of any suit alleging wrongful
termination.  The Company has no knowledge of facts which might form a basis for
any complaint or suit of a type described in this Section 2.21.14. The Company
and the Subsidiaries have no actual knowledge that they employ any alien who
does not have a valid permit to work in the United States of America.

          2.21.15  To the best of the knowledge of the Company's executive
officers, no current employee of the Company or any of the Subsidiaries is bound
by any previous non-competition agreement (other than agreements given to the
Company) and no employee, in his or her capacity as an agent of the Company, has
violated a confidentiality agreement or non-compete agreement with an unrelated
entity.

          2.21.16  With respect to each facility in which the Company or any of
     its Subsidiaries does business, the Company and its Subsidiaries and each
     such facility are in compliance in all material respects with the Americans
     With Disabilities Act.


                                      I-19
<PAGE>

          2.21.17  During the three years ended December 28, 1996, there has not
     been any labor dispute (including a strike, slowdown or work stoppage) or
     threat of a labor dispute involving the Company or any of its Subsidiaries
     or any attempt or threat of an attempt by a labor union to organize any
     employees of the Company or any of its Subsidiaries.  No employee of the
     Company or any of its Subsidiaries is a member of or represented by any
     labor union.

          2.21.18  Intentionally omitted.

          SECTION 2.22  FINANCIAL STATEMENTS.

          2.22.1    Prior to the date hereof, the Company has delivered to VSI
     its consolidated Balance Sheet dated December 28, 1996, its consolidated
     income statement for the three months then ended and its consolidated
     statement of cash flows for the three months then ended (such financial
     statements are referred to herein as the "December Financial Statements").
     The December Financial Statements and the consolidated financial statements
     of the Company included within the Reports filed with the SEC since January
     1, 1996 fairly present the consolidated financial position of the Company
     and the consolidated results of operations of the Company as at the dates
     and for the periods to which they apply; such statements have been prepared
     in conformity with generally accepted accounting principles, applied on a
     consistent basis throughout the periods involved, and such financial
     statements comply with all applicable provisions of Regulation S-X of the
     SEC.  The December Financial Statements and the interim financial
     statements presented in such Reports include all adjustments (subject only
     to normal recurring year-end adjustments) necessary for a fair presentation
     of the Company's consolidated financial position and consolidated results
     of operations as of the dates and for the periods presented therein.

          2.22.2    On March 30, 1996 and December 28, 1996, the Company and its
     Subsidiaries had no material liabilities (whether absolute, accrued,
     contingent or otherwise) which were required to be reflected in and
     disclosed on the Company's March 30, 1996 audited consolidated balance
     sheet or the Balance Sheet (as to December 28, 1996) or in the notes
     thereto pursuant to Regulation S-X of the SEC or in accordance with
     generally accepted accounting principles, consistently applied, but were
     not so reflected and disclosed.  Since December 28, 1996, the Company and
     its Subsidiaries have incurred no liabilities (whether absolute, accrued,
     contingent or otherwise) in addition to those reflected in or disclosed on
     the Balance Sheet or the related notes, except liabilities incurred in the
     ordinary course of business and the execution by the Company of this
     Agreement.

          2.22.3    The books, records and system of internal accounting
     controls of the Company and its Subsidiaries comply in all material
     respects with Section 13(b) of the 1934 Act.

          2.22.4    The Disclosure Letter contains an accurate and complete list
     of the most recent management letters received by the Company or any of its
     Subsidiaries.


                                      I-20


<PAGE>

     SECTION 2.23  TAXES.

          2.23.1    All tax and information returns required to have been filed
     by the Company and its Subsidiaries have been filed with the appropriate
     authority; and all federal, state and local taxes (including without
     limitation income, franchise, property, sales, use, value-added,
     withholding, excise, capital or other tax liabilities), charges,
     assessments, penalties and interest of the Company and its Subsidiaries
     ("Tax Liabilities") required to be paid on or before December 28, 1996 were
     paid on or before that date or accrued on the books of the Company and its
     Subsidiaries as of that date. Such returns were correct in all material
     respects as filed.  No assessments or additional Tax Liabilities have been
     proposed or threatened against the Company or any of its Subsidiaries or
     any of their assets, and neither the Company nor any of its Subsidiaries
     have executed any waiver of the statute of limitations on the assessment or
     collection of any Tax Liabilities.  The Balance Sheet includes adequate
     provision for Tax Liabilities incurred or accrued as of December 28, 1996.
     The Disclosure Letter contains an accurate and complete list of the dates
     of filing of the Company's and each Subsidiary's most recent federal, state
     and local tax returns.

          2.23.2    The federal tax returns of the Company and its Subsidiaries
     have been audited or examined by the Internal Revenue Service through the
     dates specified in the Disclosure Letter. Adjustments, if any, to all such
     returns have been agreed upon and paid by the Company or its Subsidiaries
     or are being contested as indicated in the Disclosure Letter.  There are no
     pending investigations of the Company or any of its Subsidiaries or their
     tax returns by any federal, state or local taxing authority and there are
     no federal, state or local tax liens upon any of the assets of the Company
     or any of its Subsidiaries.  The Disclosure Letter contains an accurate and
     complete description of the Company's transfer pricing policy and such
     transfer pricing policy is in accordance with the specific pricing methods
     described in regulations promulgated by the Internal Revenue Service under
     Section 482 of the Code.  To the best of the Company's knowledge, as of
     March 30, 1996, the Company had net operating loss carryforwards totaling
     $23,084,830, of which $7,329,242 were encumbered by the restrictions under
     Section 382 of the Code (the "restricted NOLs").  The "section 382 annual
     limitation" (within the meaning of Section 382 of the Code) with respect to
     the restricted NOLs is $486,900.  The Disclosure Letter contains an
     accurate and complete list of (i) the years in which the Company's net
     operating loss carryforwards expire, (ii) the amount of net operating loss
     carryforwards which will expire in each of those years (separately broken
     out to indicate the restricted NOLs and the nonrestricted NOLs) and (iii)
     the extent of any "owner shift" or "equity structure shift" (within the
     meaning of Section 382 of the Code) as of the date of this Agreement.

          SECTION 2.24  BUSINESS CHANGES.  Except for the transactions
contemplated by this Agreement, since March 30, 1996 there has not been:

          2.24.1    any reduction through December 28, 1996 in the Company's
     "Special Treatment Sales" (as defined herein), as compared with Special
     Treatment Sales during the comparable period in the immediately preceding
     fiscal year (it being understood that the term "Special Treatment Sales"
     shall mean all of the Company's sales


                                      I-21
<PAGE>

     other than sales made through the Company's United States (including Puerto
     Rico) dealers and sales made through distributors of the Company's medical-
     surgical products);

          2.24.2    any damage, destruction or loss (whether or not covered by
     insurance) materially and adversely affecting the business of the Company
     and its Subsidiaries taken as a whole (including without limitation the ABG
     Business) or any material deterioration in (x) the condition of the Owned
     Buildings or the personal property owned by the Company or any of its
     Subsidiaries or leased, licensed or otherwise used by the Company or any of
     its Subsidiaries in their respective businesses (including without
     limitation the ABG Business) or (y) the condition or operation of the
     heating, air conditioning, plumbing and electrical systems of the Owned
     Buildings, excluding ordinary wear and tear;

          2.24.3    any disposition, mortgage, pledge, or subjection to any
     lien, claim, charge, option, or encumbrance of any property or asset of the
     Company or any of its Subsidiaries or, to the best of the Company's
     knowledge, of any of the assets included within the ABG Product Line, or
     any cancellation or compromise of any debt or claim of the Company or any
     of its Subsidiaries otherwise than in the ordinary course of business;

          2.24.4  any acquisition by the Company or any of its Subsidiaries of
     the assets or capital stock of another business entity;

          2.24.5  any distribution or disposition of the assets of the Company
     or any of its Subsidiaries other than in the ordinary course of business or
     any distribution by Scherer of any of the ABG Assets;

          2.24.6  any action taken by the United States Food and Drug
     Administration (the "FDA"), including without limitation the delivery of a
     report on Form 483, which could have a material adverse effect upon the
     Company's consolidated financial condition or consolidated results of
     operations;

          2.24.7  any statute, order, judgment, writ, injunction, decree,
     permit, rule or regulation of any court or any governmental or regulatory
     body adopted or entered or proposed to be adopted or entered which may
     materially and adversely affect the property or business of the Company or
     any of its Subsidiaries (including without limitation the ABG Business),
     other than those statutes, orders, judgments, writs, injunctions, decrees,
     permits, rules or regulations which are applicable to the business of
     health care generally or the business of manufacturing and selling medical
     products generally and which do not and will not have a disproportionate
     effect on the business of the Company or any of its Subsidiaries (including
     without limitation the ABG Business) relative to the effect on other
     entities in the business of manufacturing and selling similar medical
     products; or


                                      I-22
<PAGE>

          2.24.8  any dividend or distribution declared, set aside or paid in
     respect of the Company Common Stock or any repurchase by the Company of
     shares of Company Common Stock.

          SECTION 2.25  BROKERAGE.  Except as described in the Disclosure
Letter, neither the Company nor any of its Subsidiaries has engaged any broker
or finder to render services in connection with this Agreement or in connection
with any fairness opinions to be delivered in connection with this Agreement.

          SECTION 2.26  INDUSTRIAL REVENUE BONDS.  The Company and its
Subsidiaries are not indebted under any industrial revenue bonds.

          SECTION 2.27  INDUCEMENT AGREEMENTS.  Concurrent with the execution of
this Agreement, Scherer has delivered to VSI an inducement agreement, a copy of
which has been furnished to the Company (the "Scherer Healthcare Inducement
Agreement"), and Robert Scherer has delivered to VSI an inducement agreement, a
copy of which has been furnished to the Company (the "Robert Scherer Inducement
Agreement" and, collectively with the Scherer Healthcare Inducement Agreement,
the "Inducement Agreements"). The Company understands that the receipt of the
Inducement Agreements by VSI represents a material inducement to VSI to enter
into this Agreement and that VSI has relied upon the Inducement Agreements in
entering into this Agreement.

          SECTION 2.28  INFORMATION.  Any information in written or electronic
format provided or to be provided by or on behalf of the Company, Scherer  or
their representatives to VSI or its representatives in connection with this
Agreement or the Merger (the "Information") has been, and will be, accurate in
all material respects.  The Company has disclosed to VSI all information
regarding the Company and its Subsidiaries (including without limitation the ABG
Business) which is material to VSI's determination to execute this Agreement.

          SECTION 2.29  REORGANIZATION.  The Company has not taken any action
other than relating to the consummation of the Merger, and is not aware of any
actions which have been taken or may be taken by any person, which would further
limit the Company's ability to utilize its net operating loss carryforwards
under Section 382 of the Code from the amounts described in Section 2.23.2
hereof.

          SECTION 2.30  ABG PRODUCT LINE. Scherer has agreed to extend the
repurchase option described in Section 2.03 of the Omnibus Agreement (the
"Repurchase Option") until June 15, 1999. The aggregate purchase price required
for the Company to exercise the Repurchase Option currently is $5,535,000, which
amount increases by $22,500 per month as


                                      I-23
<PAGE>

of the first day of each calendar month.  The Company has delivered to VSI's
counsel copies of each bill of sale, assignment and other instrument of transfer
and conveyance pursuant to which Scherer acquired the Purchased Assets from the
Company pursuant to the Omnibus Agreement. The Disclosure Letter sets forth the
calculation of all amounts paid by the Company to Scherer by calendar year
pursuant to the Equipment Lease and the License of Intellectual Property. The
Company has paid to Scherer all amounts due to Scherer under the Equipment Lease
and the License of Intellectual Property through January 25, 1997 and the
Company will have no obligation to pay any amounts to Scherer with respect to
the period from such date until the Effective Time of the Merger other than to
pay to Scherer an amount equal to 3.25% of the Company's net sales of the ABG
Product Line during such period.


          SECTION 2.31  FDA MATTERS.  The Company and its Subsidiaries are in
compliance in all material respects with the United States Food, Drug and
Cosmetics Act, with all rules and regulations of the FDA applicable to the
Company or any of its Subsidiaries (including without limitation all Good
Manufacturing Practices regulations) and with all comparable state laws, rules
and regulations applicable to the Company or any of its Subsidiaries
(collectively, the "Device Laws").  The Disclosure Letter contains an accurate
and complete list of all dates of inspections of the Company or any of its
Subsidiaries made by the FDA or any similar state agencies during the six years
ended on the date of this Agreement, the dates of all correspondence between the
Company or any Subsidiary and the FDA or any such state agency with respect to
any such inspections and the dates of all reports delivered during such six year
period by any third-parties to the Company or any of its Subsidiaries with
respect to the compliance by the Company or any of its Subsidiaries with the
Device Laws.  The Disclosure Letter contains an accurate and complete list of
the dates of all notices received by the Company or any of its Subsidiaries
within such six year period from the FDA or any other agency that enforces any
of the Device Laws.  The Company has made available to representatives of VSI
all complaint files maintained by the Company and its Subsidiaries and all other
files maintained by the Company and its Subsidiaries with respect to compliance
with any aspect of the Device Laws.  During the three years ended February 28,
1997, neither the FDA nor any comparable state agency has taken any action which
has had a material adverse effect upon the Company's consolidated financial
condition, results of operations, business or prospects.

          SECTION 2.32  FULL DISCLOSURE.  No representation or warranty made by
the Company in this Agreement or the Disclosure Letter, no certification
furnished or to be furnished by the Company to VSI pursuant to this Agreement,
and no document or electronic transmission delivered by the Company to VSI or
its counsel hereunder, including without limitation the Information, contains or
will contain any untrue statement of a material fact or omits or will omit to
state a material fact necessary to make the statements contained herein or
therein not misleading.  All documents delivered or to be delivered by the
Company to VSI and/or its counsel in connection with the negotiation, execution
and performance of this Agreement and the matters ancillary hereto are and will
be accurate and complete, and will contain all amendments through the date of
such delivery.


                                      I-24
<PAGE>

                                   ARTICLE III

                      REPRESENTATIONS AND WARRANTIES OF VSI

     VSI hereby represents, warrants and agrees as follows:

          SECTION 3.1  ORGANIZATION.  VSI is a corporation, duly organized,
validly existing, and in good standing under the laws of the State of New
Jersey, and has all requisite corporate power and authority to own its property
and conduct the business in which it is engaged.

          SECTION 3.2  AUTHORITY RELATIVE TO AGREEMENT; ENFORCEABILITY.  The
execution, delivery and performance of this Agreement are (A) within the legal
capacity and power of VSI and Newco; (B) have been duly authorized by all
requisite corporate action on the part of VSI and Newco; (C) require the
approval or consent of, or filing with, no persons, entities or agencies, other
than the approval of one or more institutions that have extended credit to VSI
and the New Jersey Economic Development Authority and filings to be made
pursuant to the Hart Scott Rodino Act; and (D) neither violate, nor constitute a
default under, nor create a lien or breach under the terms of, the certificate
of incorporation and by-laws of VSI or Newco or any other subsidiary of VSI or
of any material agreement, document or instrument binding upon VSI or Newco or
any other subsidiary of VSI (other than loan agreements as to which appropriate
consents or waivers shall avoid any defaults).  This Agreement is a legal, valid
and binding obligation of VSI and Newco enforceable against VSI and Newco in
accordance with its terms, except insofar as the enforcement thereof may be
limited by bankruptcy, insolvency, moratorium or similar laws affecting the
enforcement of creditors' rights generally and subject to equitable principles
limiting the availability of equitable remedies.

          SECTION 3.3  BROKERAGE.  VSI has not engaged any broker or finder to
render services in connection with this Agreement.

          SECTION 3.4  FULL DISCLOSURE.  No representation or warranty made by
VSI in this Agreement, no certification furnished or to be furnished by VSI to
the Company pursuant to this Agreement, and no document or electronic
transmission delivered by VSI to the Company or its counsel hereunder, contains
or will contain any untrue statement of a material fact or omits or will omit to
state a material fact necessary to make the statements contained herein or
therein not misleading.


                                      I-25
<PAGE>

                                   ARTICLE IV

                            COVENANTS OF THE COMPANY

          SECTION 4.1  REGULAR COURSE OF BUSINESS.  Except as otherwise
consented to in writing by VSI prior to the Effective Time of the Merger or as
contemplated by this Agreement or any other agreement executed by VSI, the
Company will (and will cause each of its Subsidiaries to) carry on its business
(including without limitation the ABG Business) diligently and in the ordinary
course and use reasonable efforts to preserve its present business (including
without limitation the ABG Business) organization intact, keep available the
services of its present executive officers and preserve its present
relationships with persons having business dealings with it.

          SECTION 4.2  RESTRICTED ACTIVITIES AND TRANSACTIONS.  Except as
otherwise consented to in writing by VSI, prior to the Effective Time of the
Merger the Company will not and the Company will cause each of its Subsidiaries
not to:

               4.2.1     amend its articles of incorporation or by-laws;

               4.2.2     issue, sell or deliver, or agree to issue, sell or
     deliver, or grant, or declare any stock divided or stock split with respect
     to, any shares of any class of capital stock of the Company or any
     securities convertible or exchangeable into any such shares or convertible
     or exchangeable into securities in turn so convertible or exchangeable, or
     any options, warrants or other rights calling for the issuance, sale or
     delivery of any such shares or any such convertible or exchangeable
     securities, except that the Company may issue shares of Company Common
     Stock pursuant to the Employee Options, the Director Options, the Swiss
     Warrants, the Consultant's Options, the Russell Warrants, the ITT Warrants,
     the Convertible Note or the Settlement Agreement, provided that such
     options, warrants or Note are exercisable by their terms on the date of
     such issuance and are outstanding on the date hereof and provided that the
     applicable provisions of the Convertible Note and the Settlement Agreement
     remain in full force and effect on the date of such issuance;

               4.2.3     except in the ordinary course of business or as
     required upon exercise of directors' fiduciary duties, mortgage or pledge
     any of its assets, tangible or intangible;

               4.2.4     (i) borrow, or agree to borrow, any funds, other than
     in the ordinary course of business pursuant to the Company's existing
     credit facilities in amounts that will not preclude the Company from
     satisfying the condition set forth in Section 7.6 hereof, or (ii) except in
     the ordinary course of business (and consistent with


                                      I-26
<PAGE>

     past practice), voluntarily incur, assume or become subject to, whether
     directly or by way of guarantee or otherwise, any obligation or liability
     (absolute or contingent), (iii) except in the ordinary course of business
     (and consistent with past practice), cancel or agree to cancel any material
     debts of third-parties or claims against third-parties, (iv) except in the
     ordinary course of business (and consistent with past practice), lease,
     sell or transfer, or grant or agree to grant any preferential rights to
     lease or acquire, any of its material assets, property or rights, or (v)
     except in the ordinary course of business (and consistent with past
     practice), make or permit any substantive amendment or termination of any
     material contract, agreement, license or other right of which it is a
     party;

          4.2.5     adopt, materially amend or terminate any employee benefit
     plan or materially increase the compensation or other benefits payable to
     any of its employees; provided, however, that the Company may pay fiscal
     year-end bonuses to its employees in an aggregate amount up to the amount
     disclosed to VSI's Chief Financial Officer immediately prior to the
     execution of this Agreement;

          4.2.6     acquire control of, or an ownership interest in, any other
     corporation, association, joint venture, partnership, business trust,
     limited liability company or other business entity, or acquire control or
     ownership of all or a substantial portion of the assets of any of the
     foregoing, or enter into any agreement providing for any of the foregoing;

          4.2.7     directly or indirectly solicit, encourage or authorize any
     individual, corporation or entity (including without limitation its
     directors, officers, employees, attorneys, accountants and investment
     bankers) to directly or indirectly solicit or encourage any inquiry,
     proposal, offer or possible offer from a third party relating to (i) the
     purchase of shares of any class of capital stock of the Company or any
     securities convertible or exchangeable into any such shares or convertible
     or exchangeable into securities in turn so convertible or exchangeable, or
     the acquisition of any option, warrant or other right to purchase or
     otherwise acquire any such shares or convertible/exchangeable securities,
     (ii) a tender or exchange offer for any shares of Company Common Stock,
     (iii) a purchase, lease or other acquisition of the shares of Company
     Common Stock owned by Scherer or all or a substantial portion of the assets
     of the Company or any product line or line of business of the Company or
     any of its Subsidiaries, or any other material asset of the Company or any
     of its Subsidiaries, or (iv) a merger, consolidation or other combination
     involving the Company (any such inquiry, proposal, offer or possible offer
     being hereinafter referred to as a "Takeover Proposal"); or, subject to the
     fiduciary obligations of the Company's Board of Directors, provide any
     individual, corporation or other entity with information or assistance or
     negotiate with any individual, corporation or entity in furtherance of any
     Takeover Proposal;

          4.2.8     enter into any agreement with any third-party with respect
     to any of the types of transactions referred to in Section 4.2.7 hereof,
     other than pursuant to the exercise by the Company's Board of Directors of
     its fiduciary duties;


                                      I-27
<PAGE>

          4.2.9     except in the ordinary course of business and consistent
     with practices customary for the Company during the current fiscal year and
     except for the buy-out of certain leases entered into with Finova for which
     the Company has received comparable sums from Nexstar, enter into or agree
     to enter into any transaction, or incur or discharge any obligation or
     liability, material to the business of the Company and its Subsidiaries
     taken as a whole;

          4.2.10    except with respect to dividend or distribution payments
     made to the Company or any Subsidiary wholly-owned by the Company, declare
     or pay any dividend on its capital stock in cash, stock or property, or
     redeem, purchase or otherwise acquire any shares of capital stock or any
     options or warrants to purchase any shares of its capital stock;

          4.2.11    enter into any material licensing or marketing arrangement
     or other material contract with any party other than VSI or the Premier
     purchasing group;

          4.2.12    settle any pending litigation in a manner that is materially
     adverse to the Company or commence any material litigation; or

          4.2.13    take any action, or omit to take any action, the results of
     which will prevent any of the warranties and representations set forth in
     Article II hereof from being true in all material respects (or, in the case
     of a representation or warranty that is, by its terms, qualified as to
     materiality, from being true and accurate in all respects) as of the
     Effective Time of the Merger.

          SECTION 4.3  NO DEFAULT OR VIOLATION.  Except as otherwise consented
to in writing by VSI, prior to the Effective Time of the Merger the Company will
(and will cause each of its Subsidiaries to) use its best efforts not to (i)
violate, or commit a breach of or a default under, any material contract,
obligation or commitment to which it is a party or to which any of its assets
may be subject or (ii) violate any applicable federal, state or municipal
statutes, regulations or ordinances or any injunctions, orders or judgments
binding upon the Company or its Subsidiaries, the effect of which in any such
case would be materially adverse to the business of the Company and its
Subsidiaries taken as a whole.

          SECTION 4.4  INSURANCE.  Except as otherwise consented to in writing
by VSI, prior to the Effective Time of the Merger, the Company will (and will
cause its Subsidiaries to) maintain in full force and effect all policies of
insurance in substantially the same amounts and types of coverage as are
presently in effect on the date of this Agreement or in such greater amounts or
with such expanded coverage as the Company shall determine in good faith to be
appropriate.


                                      I-28


<PAGE>

          SECTION 4.5  REPORTS; TAXES; ETC.  Except as otherwise consented to in
writing by VSI, prior to the Effective Time of the Merger:

               4.5.1     the Company will (and will cause each of its
     Subsidiaries to) duly and timely (by the due date or any duly granted
     extension thereof) file all reports and returns required to be filed with
     all applicable federal, state and local authorities; and

               4.5.2     unless it is contesting the same in good faith and, if
     appropriate, has established reasonable reserves therefor, the Company will
     (and will cause each of its Subsidiaries to) (i) promptly pay all Tax
     Liabilities indicated by such returns or otherwise lawfully levied or
     assessed upon it or any of its properties and (ii) withhold or collect and
     pay to the proper governmental authorities or hold in separate bank
     accounts for such payment all taxes and other assessments which it believes
     in good faith to be required by law to be so withheld or collected;
     provided, however, that this Section 4.5.2 shall not affect the Company's
     plans to pay out approximately $640,000 over time in order to discharge
     certain tax liens, as described in the Disclosure Letter.

          SECTION 4.6  ADVICE OF CHANGES.  The Company will promptly advise VSI
orally and in writing of (i) any event occurring subsequent to the date of this
Agreement which would render any representation or warranty of the Company
contained in this Agreement, if made on or as of the date of such event or the
Closing Date, untrue, inaccurate or incomplete in any material respect (or, in
the case of a representation or warranty that is, by its terms, qualified as to
materiality, untrue, inaccurate or incomplete in any respect) and (ii) any
material adverse change in the consolidated working capital, financial
condition, assets, liabilities (whether absolute, accrued contingent or
otherwise), operating profits, business or prospects of the Company and its
Subsidiaries taken as a whole.

          SECTION 4.7  NOTIFICATION OF TAKEOVER PROPOSAL AND OTHER MATTERS.  The
Company shall promptly advise VSI orally and in writing of any Takeover Proposal
or of any inquiry or proposal which the Company has reason to believe may lead
to a Takeover Proposal. The Company shall promptly advise VSI orally and in
writing of  the receipt by the Company of any notification submitted to the
Company pursuant to any law of any purchase or proposed purchase of any
securities of the Company by any person.

          SECTION 4.8  CONSENTS, APPROVALS AND FILINGS.  The Company will (and
will cause each of its Subsidiaries to) use its best efforts to obtain as
promptly as possible all necessary approvals, authorizations, consents,
licenses, clearances or orders of governmental and regulatory authorities and to
complete all filings required in order for the Company to perform all of its
obligations hereunder.


                                      I-29
<PAGE>

          SECTION 4.9  ACCESS TO RECORDS AND PROPERTIES.  VSI may, prior to the
Effective Time of the Merger, through its employees, agents and representatives,
make or cause to be made a detailed review of the business (including without
limitation the ABG Business) and financial condition of the Company and its
Subsidiaries and  make or cause to be made such investigation as it deems
necessary or advisable of the properties, assets, businesses (including without
limitation the ABG Business), books and records of the Company and its
Subsidiaries. The Company agrees (and will cause its Subsidiaries to agree) to
assist VSI in conducting such review and investigation and will provide, and
will cause its Subsidiaries and its independent public accountants to provide,
VSI and its employees, agents and representatives full access to, and complete
information concerning, all aspects of the businesses of the Company and its
Subsidiaries, including their books, records (including tax returns filed or in
preparation), personnel and premises, the audit work papers and other records of
their independent public accountants and any documents (including any documents
filed on a confidential basis) included in any report filed with the SEC.
Neither any investigation by VSI nor the receipt by VSI of any data or
information from the Company shall impair the right of VSI to terminate this
Agreement as provided in Article X hereof.

          SECTION 4.10  BEST EFFORTS.  The Company shall use its best efforts
(a) to cause to be fulfilled and satisfied all of the conditions to the Closing
to be fulfilled and satisfied by the Company and (b) to cause to be performed
all of the matters required of the Company at or prior to the Closing.  The
Company shall use its best efforts to make all of its warranties and
representations contained in this Agreement (except those representations and
warranties regarding the number of shares of Company Common Stock issued and
outstanding on the date hereof set forth in Section 2.2 hereof) true and correct
in all material respects as at the Closing, with the same effect as if the same
had been made and this Agreement had been dated as at the Closing.

          SECTION 4.11  MAINTENANCE OF ASSETS.  The Company shall (and shall
cause its Subsidiaries to) keep the property and assets used in its businesses
(including without limitation the ABG Business) in good order, repair and
operating condition.

          SECTION 4.12  8-K.  At least 10 days prior to the Effective Time of
the Merger, the Company shall furnish VSI with all such information and
financial statements as VSI may reasonably require in order for VSI to prepare a
Current Report on Form 8-K (describing the Merger pursuant to Items 2 and 7 of
such Form) for filing with the SEC promptly after the Effective Time of the
Merger. Immediately prior to the Closing, the Company shall cause its
independent accountants to provide any report of such accountants which VSI
determines must be included in such filing on Form 8-K and a consent (in form
and substance satisfactory to VSI) to the filing of any report of such
accountants which VSI determines must be included or incorporated by reference
in such filing on Form 8-K.


                                      I-30
<PAGE>

          SECTION 4.13  SHAREHOLDERS' MEETING.  The Company shall call a special
meeting of its shareholders (the "Special Meeting"), to be held as soon as
practicable after the Proxy Statement (as hereinafter defined) is mailed to the
Company's shareholders, for the purpose of voting upon the Merger and this
Agreement. Notwithstanding the foregoing, the Special Meeting shall not be held
until after Scherer shall have conducted a meeting of its shareholders for the
purpose of seeking approval from the shareholders of Scherer for Scherer to vote
its shares of Company Common Stock in favor of the Merger and to consummate the
transactions contemplated by the Scherer Healthcare Inducement Agreement (the
"Scherer Shareholder Approval"). In connection with the Company's meeting, the
members of the Company's Board of Directors shall recommend that the Company's
shareholders approve the Merger and this Agreement and use their best efforts to
obtain such shareholder approval, subject to the exercise by the members of such
Board of Directors of their fiduciary duties.

          SECTION 4.14  ANTI-DILUTION.  The Company shall not permit any event
to occur that will trigger the anti-dilution provisions of any option, warrant,
Convertible Note or other security (collectively, the "Subscription Securities")
in a manner that would change in any respect the number of shares of Company
Common Stock issuable pursuant to any such Subscription Securities from the
number of shares set forth with respect to such Subscription Securities in
Section 2.2 hereof and Exhibit 2.2 to the Disclosure Letter or that would change
in any respect the exercise price applicable to any such Subscription Securities
from the exercise price set forth with respect to such Subscription Securities
in Exhibit 2.2 to the Disclosure Letter.

          SECTION 4.15  RIGHTS PLAN.  The Company shall amend the Rights
Agreement in such a manner that the execution of this Agreement and the
consummation of the Merger will not cause any of the Rights to become
exercisable with or without the passage of time.

          SECTION 4.16  SEC REPORTS.  Between the date hereof and the Closing
Date, the Company shall timely file with the SEC (and, contemporaneously with
such filings, shall deliver to VSI a copy of) all reports and statements
required to be filed by the Company under the 1934 Act.  None of such reports or
statements shall contain an untrue statement of a material fact or shall omit to
state a material fact required to be stated therein or necessary to make the
statements made therein, in light of the circumstances under which they were
made, not misleading.

          SECTION 4.17  NOTIFICATION REGARDING DISSENTERS' SHARES.  The Company
shall give VSI (i) prompt notice of any notice of intent to demand fair value
for any shares of Company Common Stock, any withdrawals of such notices, and any
other instruments served pursuant to the Appraisal Laws and received by the
Company and (ii) the opportunity to direct any negotiations and proceedings with
respect to demands for fair value for shares of Company Common Stock under the
Appraisal Laws.  The Company shall not, without the prior written consent of
VSI, voluntarily make payment with respect to any demands for fair value of
shares of Company Common Stock or offer to settle or settle any such demands.


                                      I-31
<PAGE>

          SECTION 4.18  SEPARATE FUNDS.  The Company shall establish and
maintain a separate account in which it shall deposit all funds it receives
between the date hereof and the Closing Date upon the exercise of any option or
warrant. Such funds shall be held in such account until such time as they are to
be delivered to the Exchange Agent pursuant to Section 1.3.2.2 hereof.

          SECTION 4.19  Intentionally Omitted.

          SECTION 4.20  REPURCHASE OPTION.  The Company shall not exercise the
Repurchase Option under the Omnibus Agreement at any time prior to the earlier
of the Effective Time of the Merger or the date on which this Agreement is
terminated.

                                    ARTICLE V

                                COVENANTS OF VSI

          SECTION 5.1  BEST EFFORTS.  VSI shall use its best efforts (a) to
cause to be fulfilled and satisfied all of the conditions to the Closing to be
fulfilled and satisfied by it, and (b) to cause to be performed all of the
matters required of it at or prior to the Closing.  VSI shall use its best
efforts to make all of its warranties and representations contained in this
Agreement true and correct in all material respects as at the Closing, with the
same effect as if the same had been made and this Agreement had been dated as at
the Closing.

          SECTION 5.2  CONSENTS, APPROVALS AND FILINGS.  VSI will use its best
efforts to obtain as promptly as possible all necessary approvals,
authorizations, consents, licenses, clearances or orders of governmental and
regulatory authorities and to complete all filings required in order for VSI to
perform its obligations hereunder.

          SECTION 5.3  ADVICE OF CHANGES.  VSI will promptly advise the Company
orally and in writing of (i) any event occurring subsequent to the date of this
Agreement which would render any representation or warranty of VSI contained in
this Agreement, if made on or as of the date of such event or the Closing Date,
untrue, inaccurate or incomplete in any material respect (or, in the case of a
representation or warranty that is, by its terms, qualified as to materiality,
untrue, inaccurate or incomplete in any respect).

                                   ARTICLE VI

                    HART SCOTT RODINO, INTERIM BALANCE SHEET
                           AND PROXY STATEMENT MATTERS


                                      I-32
<PAGE>

          SECTION 6.1  HART SCOTT RODINO FILINGS.  VSI and the Company agree to
make any required filings promptly pursuant to the Hart Scott Rodino Act, and to
use their best efforts, and to cooperate with each other in their efforts, to
effect compliance with the Hart Scott Rodino Act.  If the parties should receive
a second request for information from either the Federal Trade Commission or the
United States Department of Justice, VSI and the Company shall use their best
efforts to comply promptly with such request and to persuade the agency seeking
such information to permit the parties to consummate the Merger.
Notwithstanding any provision herein to the contrary, VSI shall not be required
to enter into any consent decree or to make any divestitures, before or after
Closing, of its assets or of the assets to be acquired from the Company pursuant
to this Agreement.

          SECTION 6.2  INTERIM BALANCE SHEET; STATEMENT OF SPECIAL TREATMENT
SALES  At least ten days prior to the Closing Date, the Company shall deliver to
VSI a consolidated balance sheet of the Company as of the last day of the
calendar month immediately prior to the calendar month in which the Closing will
be held, or if the Closing is to be held within the first twenty days of a
calendar month, as of the last day of the calendar month which is two calendar
months prior to the calendar month in which the Closing will be held (the
"Interim Balance Sheet").  The Interim Balance Sheet shall be prepared in
accordance with generally accepted accounting principles, in a manner consistent
with the preparation of the Balance Sheet. Contemporaneous with the delivery of
the Interim Balance Sheet, the Company shall deliver to VSI a certificate of the
chief financial officer of the Company certifying that the Interim Balance Sheet
has been prepared in accordance with this Section 6.2 and shall provide VSI's
representatives with access to such documentation as they shall require in order
to review and evaluate the Interim Balance Sheet delivered by the Company. At
least two days prior to the Closing Date, the Company shall deliver to VSI a
statement (the "Sales Statement"), prepared in accordance with generally
accepted accounting principles consistently applied, setting forth the Company's
Special Treatment Sales (as defined in Section 2.24.1 hereof) for the period
from the date hereof through the seventh day prior to the Closing Date and for
the comparable period in 1996. Contemporaneous with the delivery of the Sales
Statement, the Company shall deliver to VSI a certificate of the chief financial
officer of the Company certifying that the Sales Statement has been prepared in
accordance with this Section 6.2 and shall provide VSI's representatives with
access to such documentation as they shall require in order to review and
evaluate the Sales Statement delivered by the Company.

          SECTION 6.3.  PROXY STATEMENT.  Promptly after this Agreement is
executed, VSI and the Company shall cooperate in preparing a  proxy statement
(describing the Merger) for filing with the SEC and ultimately for mailing to
the Company's shareholders (the "Proxy Statement").  The Company shall not file
the Proxy Statement preliminarily or in final form unless and until VSI consents
to such filings.  VSI shall not unreasonably withhold or delay any such consent.
The Proxy Statement shall contain such notifications regarding dissenters'
rights as are required by the BCA. The Company represents and warrants to, and
covenants with, VSI that the Proxy Statement will comply in all material
respects with the 1934 Act and the rules and regulations promulgated thereunder,
that the Proxy Statement will not contain any untrue statements of material fact
and will not omit to state any material fact required to be stated therein or
necessary to make the statements therein not misleading; provided, however, that
such representation,  warranty and covenant shall not apply with respect to any
information regarding VSI.  The Company will promptly advise VSI in


                                      I-33
<PAGE>

writing if at any time prior to the Effective Time of the Merger it shall obtain
knowledge of any facts that might make it necessary or appropriate to amend or
supplement the Proxy Statement in order to make the statements contained or
incorporated by reference therein not misleading or to comply with applicable
law.  At VSI's request, the mailing of the Proxy Statement shall be delayed
until VSI or the Company shall have received, from such accountants as VSI shall
specify, letters of the type contemplated by Statement on Auditing Standards No.
72 and based upon procedures carried out to such date as VSI shall reasonably
specify.  After VSI consents to the mailing of the Proxy Statement and all
necessary SEC filing requirements have been satisfied, the Company shall mail
the Proxy Statement to its shareholders in accordance with all applicable
federal and state securities laws and shall use its best efforts to solicit
proxies in favor of the Merger.


                                   ARTICLE VII

                          CONDITIONS TO OBLIGATIONS OF
                                  VSI AND NEWCO

     The obligations of VSI and Newco under this Agreement to consummate the
Merger shall be subject to the satisfaction, or to the waiver by them in the
manner contemplated by Section 11.2 hereof, on or before the Closing Date, of
the following conditions:

          SECTION 7.1  COMPANY REPRESENTATIONS AND WARRANTIES TRUE.  The
representations and warranties of the Company contained in this Agreement shall
be true and accurate in all material respects (or, in the case of a
representation or warranty that is, by its terms, qualified as to materiality,
shall be true and accurate in all respects) as of the date when made, and,
except as to representations and warranties (consisting solely of
representations and warranties regarding the number of shares of Company Common
Stock issued and outstanding on the date hereof set forth in Section 2.2 hereof)
which are expressly limited to a state of facts existing at a time prior to the
Closing Date, shall be true and accurate in all material respects (or, in the
case of a representation or warranty that is, by its terms, qualified as to
materiality, shall be true and accurate in all respects) at and as of the
Closing Date as if made on the Closing Date, without giving effect to any funds
received by the Company after December 28, 1996 upon the exercise of any option
or warrant or to the reduction of indebtedness resulting from the conversion of
any promissory note or other instrument convertible into shares of the Company's
capital stock.

          SECTION 7.2  PERFORMANCE OF COVENANTS.  The Company shall have
performed and complied in all material respects with each and every covenant,
agreement and condition required by this Agreement to be performed or complied
with by the Company prior to or on the Closing Date.

          SECTION 7.3  NO GOVERNMENTAL OR OTHER PROCEEDING OR LITIGATION.  No
order of any court or administrative agency shall be in effect which restrains
or prohibits any transaction contemplated hereby or transactions contemplated by
the Inducement Agreements or which would limit or affect VSI's ownership of the
Company or any of its Subsidiaries or of the ABG Assets; no suit, action (other
than the exercise of dissenters' rights), investigation, inquiry or proceeding
by any governmental body or other person or entity shall be pending or
threatened against VSI, Newco or any subsidiary of VSI or the Company, which
challenges the validity or legality, or seeks to restrain the consummation, of
the transactions contemplated hereby or by the Inducement Agreements or which
seeks to limit or otherwise affect VSI's ownership of the Company or any of its
Subsidiaries or of the ABG Assets; and no written advice shall have been
received by VSI, Newco or the Company, or their respective counsel from any
governmental body, and remain in effect, stating that an action or proceeding
will, if the Merger is consummated or sought to be consummated, be filed seeking
to invalidate or restrain the Merger or the transactions


                                      I-34
<PAGE>

contemplated by the Inducement Agreements or limit or otherwise affect VSI's
ownership of the Company or any of its Subsidiaries or of the ABG Assets.

          SECTION 7.4  APPROVALS AND CONSENTS.  The approval of the shareholders
of the Company referred to in Section 8.4 hereof, the Scherer Shareholder
Approval, and all approvals of applications to public authorities, Federal,
state, or local, if any, the expiration of all waiting periods under the Hart
Scott Rodino Act and any other applicable law and all consents or approvals of
any non-governmental persons, the granting or expiration of which is necessary
for the consummation of the Merger and the consummation of the transactions
contemplated by this Agreement and the Scherer Inducement Agreements or for
preventing the termination or breach of any material real property lease, right,
privilege, license or agreement of VSI or its subsidiaries or of the Company or
its Subsidiaries or pertaining to the ABG Assets, or which is necessary for
preventing any material loss or disadvantage to VSI and its subsidiaries taken
as a whole or the Company and its Subsidiaries taken as a whole, by reason of
the Merger and the consummation of the transactions contemplated hereby and by
the Inducement Agreements, shall have been obtained; and no such consent or
approval shall have imposed a condition to such consent or approval, and no
condition shall have been imposed in connection with any filings made under the
Hart Scott Rodino Act or under any other law, which condition in the opinion of
VSI is unduly burdensome to the consolidated financial condition or operations
of VSI or to the business of the Company and its subsidiaries taken as a whole.
All conditions required to be satisfied prior to the Effective Time of the
Merger by the terms of such approvals and consents shall have been satisfied;
and all statutory waiting periods applicable to the parties hereto and the
parties to the Inducement Agreements (including without limitation all
applicable waiting periods under the Hart Scott Rodino Act) shall have expired.

          SECTION 7.5  OPINION OF COUNSEL.  VSI and Newco shall have received an
opinion of LeBoeuf, Lamb, Greene & MacRae, L.L.P., counsel to the Company, dated
the Closing Date and addressed to VSI and Newco, in form and substance and
covering such matters as are reasonably agreed to by the parties.  LeBoeuf,
Lamb, Greene & MacRae, L.L.P. may rely upon certificates with respect to factual
matters.

          SECTION 7.6  INDEBTEDNESS.  As of the Closing Date, the Company and
its Subsidiaries shall not be indebted with respect to "Debt" (as defined
herein) in an aggregate amount in excess of $6.4 million. For purposes of this
Agreement, the term "Debt" shall mean all amounts owed by the Company and its
Subsidiaries (i) to financial institutions, Scherer and affiliates of Scherer,
(ii) on capital leases, (iii) to the Internal Revenue Service and (iv) to
holders of the Company's 8.0% Notes due March 31, 1999 issued pursuant to
Section 3.03 of the Omnibus Agreement.  At the Closing, the Company's chief
financial officer shall have delivered a certificate to VSI specifying the
amount of such Debt as of the Closing Date.


                                      I-35
<PAGE>

          SECTION 7.7  CERTIFICATES.  The Company shall have furnished VSI with
certificates of the Company, in form and substance satisfactory to VSI, signed
by its president or executive vice president, to the effect that the
representations and warranties of the Company contained in this Agreement are
true and correct in all material respects (or, in the case of representations or
warranties that are, by their terms, qualified as to materiality, are true and
accurate in all respects) on and as of the Closing Date as though such
representations and warranties were made at such time (except as contemplated in
Section 7.1 hereof) and that the Company has complied in all material respects
with all terms, covenants and provisions of this Agreement required to be
complied with by it prior to or on the Closing Date. Scherer shall have
furnished VSI with a certificates of Scherer, in form and substance satisfactory
to VSI, signed by its president or executive vice president, to the effect that
the representations and warranties of Scherer contained in the Scherer
Inducement Agreement are true and correct in all material respects (or, in the
case of representations or warranties that are, by their terms, qualified as to
materiality, are true and accurate in all respects) on and as of the Closing
Date as though such representations and warranties were made at such time and
that Scherer has complied in all material respects with all terms, covenants and
provisions of the Scherer Healthcare Inducement Agreement required to be
complied with by it prior to or on the date of the closings referenced to
therein.

          SECTION 7.8  EXCHANGE AGENCY AGREEMENT.  VSI shall have entered into
an agreement, in form and substance satisfactory to VSI, with American Stock
Transfer and Trust Company or another institution satisfactory to VSI, pursuant
to which such institution shall serve as exchange agent for the Merger in
accordance with the terms of this Agreement.

          SECTION 7.9  EMPLOYMENT AGREEMENT.  The Company, William Thompson
("Thompson") and Scherer shall have entered into an agreement pursuant to which
Thompson's existing employment agreement with the Company (the "Employment
Agreement") shall terminate as of the Effective Time of the Merger and the
Company thereafter shall have no liabilities under the Employment Agreement.

          SECTION 7.10  RIGHTS AGREEMENT.  The Company shall have amended the
Rights Agreement in such a manner that the execution of this Agreement and the
consummation of the Merger will not cause any of the Rights to become
exercisable with or without the passage of time.  Prior to the consummation of
the Closing, no Rights shall have been exercised under the Rights Agreement.

          SECTION 7.11  SCHERER MATTERS.

          7.11.1  The representations and warranties of Scherer and Robert
Scherer contained in the Inducement Agreements shall be true and accurate in all
material respects (or, in the case of a representation or warranty that is, by
its terms, qualified as to materiality, shall be true and accurate in all
respects) as of the date when made, and shall be true and accurate in all
material respects (or, in the case of a representation or warranty that is, by
its terms, qualified as


                                      I-36


<PAGE>

to materiality, shall be true and accurate in all respects) at and as of the
Closing Date as if made on the Closing Date.

          7.11.2  Scherer and Robert Scherer shall have performed and complied
in all material respects with each and every covenant, agreement and condition
required by the Inducement Agreements to be performed or complied with by such
entity or person prior to or on the Closing Date and on the dates of the
closings referred to therein.

          7.11.3   Scherer, Robert Scherer and VSI shall have agreed upon the
form and substance of all documents to be executed and delivered at the closings
contemplated by the Inducement Agreements.

          SECTION 7.12  CLOSING DOCUMENTATION.  VSI shall have received such
additional documentation at the Closing as VSI and its counsel may reasonably
require to evidence compliance by the Company with all of their obligations
hereunder and to evidence compliance by Scherer and Robert Scherer with all of
their obligations under the Inducement Agreements.

                                  ARTICLE VIII

                    CONDITIONS TO OBLIGATIONS OF THE COMPANY

     The obligations of the Company under this Agreement to consummate the
Merger shall be subject to the satisfaction, or to the waiver by it in the
manner contemplated by Section 11.2 hereof, on or before the Closing Date of the
following conditions:

          SECTION 8.1  REPRESENTATIONS AND WARRANTIES TRUE.  The representations
and warranties of VSI contained in this Agreement shall be true and accurate in
all material respects (or, in the case of a representation or warranty that is,
by its terms, qualified as to materiality, shall be true and accurate in all
respects) as of the date when made, and shall be true and accurate in all
material respects (or, in the case of a representation or warranty that is, by
its terms, qualified as to materiality, shall be true and accurate in all
respects) at and as of the Closing Date as if made on the Closing Date.

          SECTION 8.2  PERFORMANCE OF COVENANTS.  VSI and Newco shall have
performed and complied in all material respects with each and every covenant,
agreement and condition required by this Agreement to be performed or complied
with by it prior to or on the Closing Date.


                                      I-37
<PAGE>

          SECTION 8.3  NO GOVERNMENTAL OR OTHER PROCEEDINGS OR LITIGATION.  No
order of any court or administrative agency shall be in effect which restrains
or prohibits any transaction contemplated hereby; no suit, action (other than
the exercise of dissenters' rights), investigation, inquiry or proceeding by any
governmental body or other person or entity shall be pending or threatened
against VSI, Newco or the Company, which challenges the validity or legality, or
seeks to restrain the consummation, of the transactions contemplated hereby; and
no written advice shall have been received by VSI, Newco or the Company or their
respective counsel from any governmental body, and remain in effect, stating
that an action or proceeding will, if the Merger is consummated or sought to be
consummated, be filed seeking to invalidate or restrain the Merger.

          SECTION 8.4  APPROVALS.  The Company's shareholders shall have
approved the Merger by the requisite vote under the BCA and the Company's
articles of incorporation, the Scherer Shareholder Approval shall have been
obtained, and all approvals of applications to public authorities, Federal,
state or local, the granting of which is necessary for the consummation of the
Merger, shall have been obtained.  All conditions required to be satisfied prior
to the Effective Time of the Merger by the terms of such approvals shall have
been satisfied; and all  applicable statutory waiting periods under the Hart
Scott Rodino Act and under all other laws shall have expired.

          SECTION 8.5  OPINION OF COUNSEL.  The Company shall have received an
opinion of Lowenstein, Sandler, Kohl, Fisher & Boylan, P.C., counsel to VSI,
dated the Closing Date and addressed to the Company, in form and substance and
covering such matters as are reasonably agreed to by the parties.  Lowenstein,
Sandler, Kohl, Fisher & Boylan, P.C. may rely upon the written opinion of Krys,
Boyle, Freedman, Scott & Sawyer with respect to matters of Colorado law and upon
certificates with respect to factual matters.

          SECTION 8.6  CERTIFICATES.  VSI and Newco shall have furnished the
Company with certificates of VSI and Newco, respectively, in form and substance
satisfactory to the Company, signed by their respective presidents or executive
vice presidents, to the effect that the representations and warranties of such
corporations contained in this Agreement are true and correct in all material
respects (or, in the case of representations or warranties that are, by their
terms, qualified as to materiality, are true and accurate in all respects) on
and as of the Closing Date as though such representations and warranties were
made at such time and that such corporations have complied in all material
respects with all terms, covenants and provisions of this Agreement required to
be complied with by them prior to or on the Closing Date.

          SECTION 8.7  CLOSING DOCUMENTATION.  The Company shall have received
such additional documentation at the Closing as the Company and its counsel may
reasonably require to evidence compliance by VSI and Newco with all of their
obligations under this Agreement.


                                      I-38
<PAGE>

                                   ARTICLE IX

                              CLOSING; CLOSING DATE

     Unless this Agreement shall have been terminated and the Merger herein
contemplated shall have been abandoned pursuant to a provision of Article X
hereof, a closing (the "Closing") will be held on a date mutually acceptable to
VSI and the Company as soon as practicable after the latest to occur of (i) the
Special Meeting referred to in Section 4.13 hereof, (ii) the receipt of all
consents and approvals referred to in Sections 7.4 and 8.4 hereof or the waiver
thereof by VSI in the case of consents by private parties, and (iii) the
expiration of all waiting periods referred to in Sections 7.4 and 8.4 hereof, at
the offices of VSI's special Colorado counsel, Krys, Boyle, Freedman, Scott &
Sawyer, at Dominion Plaza, Suite 2700, South Tower, Denver, Colorado, commencing
at 10:00 A.M. At such time, date (the "Closing Date") and place, the documents
referred to in Articles VII and VIII hereof will be exchanged by the parties
and, promptly thereafter, the Articles of Merger will be filed by Newco and the
Company with the Secretary of State of the State of Colorado; provided, however,
that if any of the conditions provided for in Articles VII and VIII hereof shall
not have been met or waived by the date on which the Closing is otherwise
scheduled, then, subject to Section 10.1.4 hereof, the party to this Agreement
which is unable to meet such condition or conditions shall be entitled to
postpone the Closing for a reasonable period of time by notice to the other
parties until such condition or conditions shall have been met (which such
notifying party will seek to cause to happen at the earliest practicable date)
or waived.


                                    ARTICLE X

                                   TERMINATION

          SECTION 10.1  TERMINATION AND ABANDONMENT.  This Agreement may be
terminated and the Merger may be abandoned before the Effective Time of the
Merger, notwithstanding any approval and adoption of this Agreement by the
shareholders of the Company or Newco:

               10.1.1    by the mutual written consent of VSI, Newco and the
     Company; or

               10.1.2    by VSI or the Company, if (w) the shareholders of the
     Company fail to approve the Merger at the Special Meeting, (x) the
     shareholders of Scherer fail to give the Scherer Shareholder Approval at a
     meeting of Scherer's shareholders convened to vote upon the Scherer
     Shareholder Approval, (y) the Board of Directors of the Company shall fail
     to recommend or shall withdraw or condition its recommendation that the
     shareholders of the Company approve this Agreement and the Merger or shall
     have resolved to do so or (z) the Board of Directors of Scherer shall fail


                                      I-39
<PAGE>

     to recommend or shall withdraw or condition its recommendation that the
     shareholders of Scherer give the Scherer Shareholder Approval or shall have
     resolved to do so; or

               10.1.3    by VSI if there has been a misrepresentation or breach
     on the part of the Company in any of the representations or warranties of
     the Company set forth herein that are, by their terms, qualified as to
     materiality, or if there has been a material misrepresentation or breach on
     the part of the Company in any of the representations or warranties of the
     Company set forth herein that are not so qualified, or if there has been
     any material failure on the part of the Company to comply with its
     obligations hereunder, or if the Company's Special Treatment Sales (as
     defined in Section 2.24.1 hereof) for the period from December 29, 1996
     through the date seven days prior to the Closing (the "Pre-Closing Date")
     are less than eighty percent (80%) of the Company's Special Treatment Sales
     during the period from the first day of the Company's fiscal quarter
     commencing in December 1995 through the date one year prior to the Pre-
     Closing Date, or if there has been a misrepresentation or breach on the
     part of Scherer or Robert Scherer (collectively, the "Scherer Parties") in
     any of the representations or warranties of any of the Scherer Parties set
     forth in the Inducement Agreements  that are, by their terms, qualified as
     to materiality, or if there has been a material misrepresentation or breach
     on the part of any of the Scherer Parties in any of the representations or
     warranties of the Scherer Parties set forth in the Inducement Agreements
     that are not so qualified, or if there has been any material failure on the
     part of any of the Scherer Parties to comply with such entity's or such
     person's obligations under the Inducement Agreements, or if any of the
     conditions to VSI's obligation to consummate the Merger set forth in
     Article VII or to VSI's obligation to consummate the transactions
     contemplated by the Inducement Agreements has not been satisfied as of the
     Closing Date, or by the Company if there has been a misrepresentation or
     breach on the part of VSI or Newco in any of the representations or
     warranties of VSI or Newco set forth herein that are, by their terms,
     qualified as to materiality, or if there has been a material
     misrepresentation or breach on the part of VSI in any of the
     representations or warranties of VSI set forth herein that are not so
     qualified, or if there has been any material failure on the part of VSI or
     Newco to comply with their respective obligations hereunder, or if any of
     the conditions to the Company's obligation to consummate the Merger set
     forth in Article VIII hereof has not been satisfied as of the Closing Date;
     or

               10.1.4    by either the Company or VSI, at its discretion, if the
     Merger is not effective by July 31, 1997, except that a party whose breach
     of this Agreement has caused a delay in the consummation of the Merger
     shall not be entitled to terminate this Agreement pursuant to this Section
     10.1.4.

          SECTION 10.2  TERMINATION PROCEDURES.  The power of termination
provided for by this Article X  will be effective only after written notice
thereof, signed on behalf of the party for which it is given by its President or
other duly authorized officer, shall have been given to the other parties
hereto.  If this Agreement is terminated in accordance with this Article X, then
the


                                      I-40
<PAGE>

Merger shall be abandoned without further action by the Company, VSI and Newco,
and their officers shall not file the Articles of Merger with the Secretary of
State of the State of Colorado.

          SECTION 10.3  LIABILITY UPON TERMINATION.  In the event of termination
of this Agreement and abandonment of the Merger pursuant to this Article X, no
party hereto shall have any liability or further obligation to any other party
hereto except as follows:

               10.3.1    A party that is in breach of its representations or
     warranties hereunder shall not be liable for damages incurred by the other
     parties hereto as a result of such breach.  A party that is in breach of
     its covenants hereunder shall be liable for damages incurred by the other
     parties hereto only if (i) such breach is a material breach of a material
     covenant and (ii) the party asserting such breach gives the breaching party
     notice of such breach and such breach is not cured within twenty days
     thereafter (provided, however, that if such breach is not reasonably
     curable within such twenty day period but is curable prior to the date set
     forth in Section 10.1.4 hereof, no party shall be entitled to damages
     pursuant to this Section 10.3. if the breaching party diligently seeks to
     effect such cure and does in fact effect such cure prior to the date set
     forth in Section 10.1.4 hereof). If VSI terminates this Agreement as a
     result of any such material breach of a covenant and is entitled to damages
     pursuant to this Section 10.3.1, the Company shall be liable to VSI only to
     the extent that such damages are proximately caused by such breach. The
     parties acknowledge that it is not possible to calculate the damages that
     the Company would suffer in the event that VSI were to materially breach
     any of its material covenants hereunder. Accordingly, if the Company
     terminates this Agreement as a result of one or more material breaches of
     material covenants by VSI or Newco and is entitled to damages pursuant to
     this Section 10.3, the parties hereby agree that the Company shall be
     entitled to the sum of $800,000 (and no more) as liquidated damages with
     respect to such breaches.

               10.3.2    In the event that (x) this Agreement is terminated by
     any party pursuant to Section 10.1.2, by VSI pursuant to Section 10.1.3 or
     by VSI pursuant to Section 10.1.4, (y) prior to the date on which this
     Agreement is terminated (i) an offer is made in any manner contemplating a
     merger with the Company, an acquisition of the Company or its assets, a
     tender or exchange offer with respect to the Company, a consolidation with
     the Company, a liquidation of the Company, a recapitalization of the
     Company or any other Purchase Event (as defined below) or Takeover Proposal
     (as defined in Section 4.2.7 hereof), (ii) a claim is made that such offer
     could result in greater value to the Company's shareholders than the value
     to be received by them upon consummation of the Merger and (iii) after such
     offer is known to the Company or any of its officers or directors, the
     shareholders of the Company do not approve the Merger, the shareholders of
     Scherer fail to grant the Scherer Shareholder Approval, the Company
     breaches any of its obligations hereunder or all of the conditions
     precedent described in Article VII hereof are not satisfied, and (z) within
     twenty-four months after the


                                      I-41
<PAGE>

     termination of this Agreement, a Purchase Event occurs, the Company shall
     pay to VSI, no later than the date on which such Purchase Event occurs, a
     cash fee equal to $1,500,000. For purposes of this Agreement, the term
     "Purchase Event" means any of the following events:

               10.3.2.1 Without VSI's prior written consent, the Company or any
     of its officers or directors shall have recommended, publicly proposed or
     publicly announced an intention to authorize, recommend or propose, or
     entered into an agreement with any person (other than VSI or any subsidiary
     of VSI) to effect (A) a merger, consolidation or similar transaction
     involving the Company or any Subsidiary which would constitute a
     "significant subsidiary" within the meaning of Rule 405 of the SEC (a
     "Significant Subsidiary") (other than transactions solely between the
     Company's Subsidiaries that are not violative of this Agreement), (B) the
     disposition, by sale, lease, exchange or otherwise, of the Company or of
     assets of the Company or any of its Subsidiaries representing 25% or more
     of the consolidated assets of the Company and its Subsidiaries or (C) the
     issuance, sale or other disposition by the Company of (including by way of
     merger, consolidation, share exchange or any similar transaction)
     securities representing 25% or more of the voting power of the Company or
     any of its Significant Subsidiaries, other than, in the case of (A), (B) or
     (C), any merger, consolidation or similar transaction involving the Company
     or any of its Subsidiaries in which the voting securities of the Company
     outstanding immediately prior thereto continue to represent (by either
     remaining outstanding or being converted into the voting securities of the
     surviving entity of any such transaction) at least 75% of the combined
     voting power of the voting securities of the Company or the surviving
     entity outstanding immediately after the consummation of such merger,
     consolidation, or similar transaction (provided any such transaction is not
     violative of this Agreement); or

          10.3.2.2  any person (other than Scherer, affiliates of Scherer, VSI
or any subsidiary of VSI) shall have acquired beneficial ownership (as such term
is defined in Rule 13d- 3 promulgated under the 1934 Act) of or the right to
acquire beneficial ownership of, or any "group" (as such term is defined in
Section 13(d)(3) of the 1934 Act), other than a group of which Scherer,
subsidiaries of Scherer, VSI or a subsidiary of VSI are the sole members, shall
have been formed which beneficially owns, or has the right to acquire beneficial
ownership of, 25% or more of the voting power of the Company or any of its
Significant Subsidiaries.

          10.3.3 Notwithstanding the foregoing, the Company shall not be
obligated to pay the $1,500,000 amount set forth in Section 10.3.2 hereof in the
event that each of the following circumstances occur in the following order:

               10.3.3.1  this Agreement is terminated after a public
     announcement is made that a specific third-party other than Scherer (such
     third-party being hereinafter referred to as the "Potential Acquirer") is
     proposing one or more transactions which, if consummated, would constitute
     a Purchase Event;


                                      I-42
<PAGE>

               10.3.3.2  subsequent to the termination of this Agreement, a
public announcement is made that the Potential Acquirer no longer intends to
pursue any transactions which would constitute a Purchase Event and, in fact,
the potential purchaser does not pursue a Purchase Event;

               10.3.3.3  the Company offers  in writing to VSI the opportunity
to enter into an agreement and plan of merger which is, in all substantial
respects (including, without limitation, the nature and amount of the
consideration payable by VSI thereunder), identical to this Agreement and
Scherer and Robert Scherer offer  in writing to VSI the opportunity to enter
into agreements which are, in all substantial respects (including, without
limitation, the amounts payable by VSI thereunder), identical to the Inducement
Agreements; and

               10.3.3.4  VSI either declines in writing to pursue such offers or
fails to respond to the Company, Robert Scherer and Scherer within 20 days after
receipt of notice given in accordance with Section 11.7 hereof.

          10.3.4  In addition, the Company shall not be obligated to pay the
$1,500,000 amount set forth in Section 10.3.2 hereof in the event that each of
the following circumstances occur in the following order:

               10.3.4.1  this Agreement is terminated after a public
announcement is made that a Potential Acquirer other than Scherer is proposing
one or more transactions which, if consummated, would constitute a Purchase
Event;

               10.3.4.2  subsequent to the termination of this Agreement, a
public announcement is made that the Potential Acquirer no longer intends to
pursue any transactions which would constitute a Purchase Event and, in fact,
the potential purchaser does not pursue a Purchase Event;

               10.3.4.3  the Company offers  in writing to VSI the opportunity
to enter into an agreement and plan of merger which is, in all substantial
respects (including, without limitation, the nature and amount of the
consideration payable by VSI thereunder), identical to this Agreement and
Scherer and Robert Scherer offer  in writing to VSI the opportunity to enter
into agreements which are, in all substantial respects (including, without
limitation, the amounts payable by VSI thereunder), identical to the Inducement
Agreements;

               10.3.4.4  the Company and VSI enter into such an agreement and
plan of merger (the "New Agreement") and VSI enters into such inducement
agreements;

               10.3.4.5 subsequent to the execution of the New Agreement, the
New Agreement is terminated for reasons that would not give rise to the payment
of any sum by the Company pursuant to the section of the New Agreement that is
analogous to Section 10.3.2 hereof and at a time when Scherer has made no public
announcement of any intention to acquire the Company; and


                                      I-43
<PAGE>

               10.3.4.6  subsequent to such termination of the New Agreement,
Scherer determines to pursue the merger of the Company with Scherer or a wholly-
owned subsidiary of Scherer and such transaction is consummated.


                                   ARTICLE XI

                            MISCELLANEOUS PROVISIONS

          SECTION 11.1  AMENDMENT AND MODIFICATION.  To the fullest extent
permitted by applicable law, this Agreement may be amended, modified and
supplemented with respect to any of the terms contained herein by mutual consent
of the Company, VSI and Newco by an appropriate written instrument executed by
each of such parties at any time prior to the Effective Time of the Merger;
provided, however, that following an affirmative vote at the Special Meeting,
this Agreement may not be amended to reduce the consideration payable in the
Merger in respect of shares of Company Common Stock without obtaining the
approval of the Company's shareholders in the manner required by law.

     SECTION 11.2  WAIVER OF COMPLIANCE.  To the fullest extent permitted by
law, each of VSI, Newco and the Company may, by an instrument in writing, extend
the time for or waive the performance of any of the obligations of the other
parties hereto or waive compliance by the other parties hereto with any of the
covenants, or waive any of the conditions of its obligations, contained herein;
provided, however, that the obtaining of the approval of the Company's
shareholders referred to in Sections 7.4 and 8.4 hereof and the expiration of
all applicable waiting periods under the Hart Scott Rodino Act shall not be
waivable.  No such extension of time or waiver shall operate as a waiver of, or
estoppel with respect to, any subsequent or other failure.

     SECTION 11.3  SURVIVAL.  The respective representations and warranties of
each party hereto contained herein shall not be deemed to be waived or otherwise
affected by any investigation made by the other parties hereto.  None of the
representations or warranties of the parties hereto set forth in Articles II and
III hereof, or in any document furnished pursuant hereto, shall survive the
Merger.  The terms and conditions set forth in Sections 10.3, 11.4, 11.5 and
11.6 hereof, as well as this Section 11.3, shall survive any termination of this
Agreement.

     SECTION 11.4  NO THIRD PARTY RIGHTS.  Except as otherwise expressly
provided in this Agreement, nothing herein expressed or implied is intended, nor
shall be construed, to confer upon or give any person, firm or corporation,
other than VSI, Newco and the Company and their respective security holders, any
rights or remedies under or by reason of this Agreement.


                                      I-44
<PAGE>

     SECTION 11.5  CONFIDENTIALITY.  VSI and the Company shall honor the
confidentiality agreements previously delivered by each such party to the other
with respect to matters pertaining to the Merger.

     SECTION 11.6  EXPENSES.  Each party hereto will bear all expenses incurred
by it in connection with this Agreement and the transactions contemplated
hereby.

          SECTION 11.7  NOTICES.  All notices, requests, demands and other
communications required or permitted hereunder shall be in writing and shall be
deemed to have been duly given when delivered by hand or when mailed by
registered or certified mail, postage prepaid, or when given by telex or
facsimile transmission (promptly confirmed in writing), as follows:


          (a)  If to the Company:

               Marquest Medical Products, Inc.
               11039 East Lansing Circle
               Englewood, Colorado  80112
               Attn:  William Thompson
               Telephone:  800-525-1882, ext. 404
               Telecopy:   303-792-5028

               with a copy to:

               Thomas Moore, Esq.
               LeBoeuf, Lamb, Greene & MacRae, L.L.P.
               633 Seventeenth Street
               Suite 2800
               Denver, Colorado  80202
               Telephone:  303-291-2644
               Telecopy:    303-297-0422

or to such other person as the Company shall designate in writing, such writing
to be delivered to VSI in the manner provided in this Section 11.7;

     (b)  If to VSI or Newco:

          Vital Signs, Inc.


                                      I-45
<PAGE>

               20 Campus Road
               Totowa, New Jersey  07512
               Attn:  Mr. Anthony J. Dimun
               Telephone:  201-790-1330, ext. 371
               Telecopy:    201-790-3842

          with a copy to:

          Jay Sturm, Esq.
          General Counsel
               Vital Signs, Inc.
               20 Campus Road
               Totowa, New Jersey  07512
               Telephone:  201-790-1330, ext. 372
               Telecopy:    201-790-3842

          and with a copy to:

               Peter H. Ehrenberg, Esq.
               Lowenstein, Sandler, Kohl,
                 Fisher & Boylan, P.C.
               65 Livingston Avenue
               Roseland, New Jersey  07068
               Telephone: 201-992-8003
               Telecopy:   201-992-5820

or to such other person as VSI shall designate in writing, such writing to be
delivered to the Company in the manner provided in this Section 11.7.

     SECTION 11.8  ASSIGNMENT.  This Agreement and all of the provisions hereof
shall be binding upon and inure to the benefit of the parties hereto and their
respective successors and permitted assigns, but neither this Agreement nor any
of the rights, interests or obligations hereunder shall be assigned by any of
the parties hereto without the prior written consent of the other parties
hereto; provided, however, that Newco may assign this Agreement and its rights,
interests and


                                      I-46
<PAGE>

obligations hereunder to another directly or indirectly wholly-owned subsidiary
of VSI without the consent of the Company.

     SECTION 11.9  GOVERNING LAW.  This Agreement and the legal relations
between the parties hereto shall be governed by and construed in accordance with
the laws of the State of New Jersey.

     SECTION 11.10  COUNTERPARTS.  This Agreement may be executed simultaneously
in two or more counterparts and by the different parties hereto on separate
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.

     SECTION 11.11  HEADINGS AND REFERENCES.  The headings of the Sections and
Articles of this Agreement are inserted for convenience of reference only and
shall not constitute a part hereof.  All references herein to Sections and
Articles are to sections and articles of this Agreement, unless otherwise
indicated.

     SECTION 11.12  ENTIRE AGREEMENT.  This Agreement (including the Disclosure
Letter and the documents and agreements referred to herein, all of which form a
part hereof), any other document executed by the parties hereto concurrently
herewith, the confidentiality agreements delivered by VSI and the Company to
each other and any other document signed by the parties hereto referencing this
Section 11.12 contain the entire understanding of the parties hereto in respect
of the subject matter contained herein and supersede all prior agreements and
understandings between the parties with respect to such subject matter.  SECTION

     SECTION 11.13  PUBLICITY.  Except as otherwise required by law or the rules
of the Nasdaq Stock Market, so long as this Agreement is in effect, neither VSI
nor the Company shall issue or cause the publication of any press release with
respect to the transactions contemplated by this Agreement without the consent
of the other parties hereto, which consent shall not be unreasonably withheld or
delayed.

     SECTION 11.14  GENERAL INTERPRETIVE PRINCIPLES.  For purposes of this
Agreement, except as otherwise expressly provided or unless the context
otherwise requires:

          11.14.1  the terms defined in this Agreement have the meanings
assigned to them in this Agreement and include the plural as well as the
singular, and the use of any gender herein shall be deemed to include the other
genders;

          11.14.2 accounting terms not otherwise defined herein have the
meanings assigned to them in accordance with generally accepted accounting
principles;


                                      I-47
<PAGE>


          11.14.3 a reference to a Section or Article without further reference
to Subsections within such Section or without further reference to Subsections
or Sections within such Article shall constitute a reference to all Subsections
within such Section or all Sections and Subsections within such Article unless
the context otherwise expressly indicates;

          11.14.4 the words "herein", "hereof", "hereunder" and other words of
similar import refer to this Agreement as a whole and not to any particular
provision;

          11.14.5  the term "include" or "including" shall mean without
limitation by reason of enumeration; and

          11.14.6  the parties hereto do not intend for this Agreement or any
other document prepared in connection with the Merger to be construed against
the party that drafted this Agreement or such other document merely by virtue of
the fact that such party drafted this Agreement or such other document.


                                      I-48
<PAGE>

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed as of the date and year first written above.


                                   VITAL SIGNS, INC.



                                   By: /s/ Anthony J. Dimun
                                      -------------------------------
                                       Anthony J. Dimun,
                                       Executive Vice President



                                   VSI ACQUISITION CORPORATION



                                   By: /s/ Anthony J. Dimun
                                      -------------------------------
                                       Anthony J. Dimun,
                                       Executive Vice President



                                   MARQUEST MEDICAL PRODUCTS, INC.



                                   By: /s/ William J. Thompson
                                      -------------------------------
                                       William J. Thompson,
                                       President and Chief Operating Officer


                                      I-49





<PAGE>

                                       ANNEX II


                       SCHERER HEALTHCARE INDUCEMENT AGREEMENT

<PAGE>

                       SCHERER HEALTHCARE INDUCEMENT AGREEMENT

    This AGREEMENT, dated this 14th day of March, 1997, by and between SCHERER
HEALTHCARE, INC., a Delaware corporation having its principal place of business
at 2589 Paces Ferry Road, Suite 300, Atlanta, Georgia ("Scherer Healthcare"),
VITAL SIGNS, INC., a New Jersey corporation having its principal place of
business at 20 Campus Road, Totowa, New Jersey ("VSI"), and MARQUEST MEDICAL
PRODUCTS, INC., a Colorado corporation having its principal place of business at
11039 East Lansing Circle, Englewood, Colorado ( "Marquest"),

                                   WITNESSETH THAT
                                           
    WHEREAS, Scherer Healthcare is the principal shareholder of Marquest;

    WHEREAS, contemporaneously with the execution of this Agreement, Marquest
and VSI have entered into an agreement of even date herewith pursuant to which
VSI will acquire Marquest by means of a cash merger (the "Merger Agreement");

    WHEREAS, Scherer Healthcare is the owner of  warrants to purchase through
March 31, 1999 up to 1,530,000 shares of  Marquest's common stock, no par value
(the "Marquest Common Stock"), at a purchase price of $.75 per share (the "First
ABG Warrants"), which First ABG Warrants were granted to Scherer Healthcare
pursuant to an omnibus agreement, dated April 12, 1993, between Marquest and
Scherer Healthcare (the "Omnibus Agreement");

    WHEREAS, Scherer Healthcare is the owner of  warrants to purchase through
March 31, 2003 up to 4,250,000  shares of  Marquest Common Stock at a purchase
price of $.75 per share (the "Second ABG Warrants"), which Second ABG Warrants
were granted to Scherer Healthcare pursuant to the Omnibus Agreement;

    WHEREAS, Scherer Healthcare is the owner of warrants to purchase through
March 31, 1999 up to 800,000 shares of Marquest Common Stock at an exercise
price of $.75 per share (the "Current Warrants"), which Current Warrants were
granted to Scherer Healthcare pursuant to a warrant agreement dated April 12,
1993;

    WHEREAS, Scherer Healthcare has indicated that it will not vote its shares
of Marquest Common Stock in favor of the Merger Agreement and the transactions
contemplated thereby unless the shareholders of Scherer Healthcare authorize
Scherer Healthcare to take such action and to effect the transactions
contemplated hereby (such authorization being hereinafter referred to as the
"Scherer Shareholder Approval");

    WHEREAS, pursuant to the Omnibus Agreement, Scherer Healthcare purchased
from Marquest the "ABG Purchased Assets" (as defined in the Omnibus Agreement)
and then agreed to lease and license the ABG Purchased Assets back to Marquest
pursuant to an "Equipment Lease" (as defined in the Omnibus Agreement) and a
"License of Intangible Property" (as defined in the Omnibus Agreement);

    WHEREAS, pursuant to the Omnibus Agreement, Scherer Healthcare has granted
to Marquest a "Repurchase Option" (as defined in the Merger Agreement) that
grants to Marquest the right to repurchase the ABG Purchased Assets and
"Improvements" (as defined in the License of Intangible Property) from Scherer
Healthcare in exchange for a cash exercise price (the "Exercise Price");

    WHEREAS, Scherer Healthcare desires to sell its rights in the ABG Purchased
Assets and the Improvements in exchange for a payment equal to the Exercise
Price;


<PAGE>

    WHEREAS, upon consummation of the closing described in the Merger
Agreement, VSI is willing to purchase the ABG Purchased Assets and the
Improvements from Scherer Healthcare, subject to the Equipment Lease, the
License of Intellectual Property and the Repurchase Option, for a purchase price
equal to the Exercise Price and in accordance with the terms set forth herein,
provided that Scherer Healthcare agrees to execute the covenant against
competition described herein;

    WHEREAS, Scherer Healthcare is prepared to execute such covenant against
competition, provided that it receives suitable compensation therefor; and

    WHEREAS, VSI will pay such compensation provided for herein in accordance
with the terms set forth herein, provided that Scherer Healthcare agrees to the
terms set forth herein,

    NOW THEREFORE, in consideration of the mutual covenants set forth herein,
the parties hereto hereby agree as follows:

    1.  CERTAIN DEFINITIONS.  All capitalized terms set forth herein that are
not defined herein shall have the definitions set forth in the Merger Agreement.

    2.  SCHERER HEALTHCARE'S REPRESENTATIONS.  Scherer Healthcare hereby
warrants and represents to VSI as follows:

         2.1  Scherer Healthcare is a Delaware Corporation.  Under Delaware law
and Scherer Healthcare's certificate of incorporation and by-laws, the
affirmative vote of a majority of Scherer Healthcare's outstanding shares of
Common Stock will be sufficient in order for the shareholders of Scherer
Healthcare to give the Scherer Shareholder Approval.

         2.2 The Board of Directors of Scherer Healthcare has approved
resolutions, certified copies of which shall promptly be provided to VSI, (i)
authorizing Scherer Healthcare to vote Scherer Healthcare's shares of Marquest
Common Stock in favor of the Merger Agreement, subject to the receipt by the
Board of Directors of Marquest of the opinion of Hanifen, Imhoff Inc. as to the
fairness of the transactions contemplated by the Merger Agreement, from a
financial point of view, to the stockholders of record of Marquest (the
"Marquest Opinion") and the receipt by the Board of Directors of Scherer
Healthcare of the opinion of Summit Investment Corporation as to the fairness of
the transactions contemplated by the Merger Agreement and the transactions
contemplated hereby, from a financial point of view, to the stockholders of
record of Scherer Healthcare (the "Scherer Healthcare Opinion"), in the case of
the Marquest Opinion as of the date hereof and in the case of the Scherer
Healthcare Opinion as of the date hereof and as of the date of the meeting at
which Scherer Healthcare's shareholders will vote on such matters, (ii)
recommending that Scherer Healthcare's shareholders vote in favor of the Merger
Agreement and the transactions contemplated hereby and (iii) submitting such
matters to Scherer Healthcare's shareholders for their approval.

         2.3 The execution, delivery and performance of this Agreement by
Scherer Healthcare (A) are within the legal capacity and power of Scherer
Healthcare; (B) have been duly authorized by all requisite corporate action on
the part of Scherer Healthcare, other than shareholder approval; and (C) require
the approval or consent of, or filing with, no persons, entities or agencies
other than (i) the Scherer Shareholder Approval, (ii) approval of certain
transactions contemplated by this Agreement and the Merger Agreement pursuant to
the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and (iii) any filings
required to effect the transfer of intangible assets pursuant to this Agreement.

         2.4  Scherer Healthcare has reviewed the warranties and
representations made by Marquest to VSI in the Merger Agreement. Scherer
Healthcare has no actual knowledge that any of such warranties and
representations are inaccurate in any material respect. Scherer Healthcare shall
promptly notify VSI in writing (in the manner in which Marquest is required to
notify VSI pursuant 


                                     II-2

<PAGE>


to the Merger Agreement) if, between the date hereof and the earlier of the 
Effective Time of the Merger and the date on which the Merger Agreement 
terminates, Scherer Healthcare discovers that any of its representations and 
warranties herein are inaccurate in any material respect. It is understood 
that (i) this Section 2.4 shall not survive the consummation of the Merger, 
(ii) Scherer Healthcare shall not be liable for monetary damages in the event 
that this Section 2.4 is inaccurate in any respect and (iii) VSI's sole right 
in the event that it determines that this Section 2.4 is materially 
inaccurate either at the time that this Agreement is executed or as of the 
time of the closings described herein shall be for VSI to assert its rights 
under the Merger Agreement to terminate the Merger Agreement (in which case 
the transactions contemplated hereby will not be consummated). It is further 
understood that the "actual knowledge of Scherer Healthcare" shall be deemed 
to be the actual knowledge of only Robert P. Scherer, Jr. and Amy Murphy.

         2.5  Scherer Healthcare owns 4,778,941 shares of Marquest Common
Stock free and clear of any security interests, consignments, liens, judgments,
encumbrances, restrictions, or claims of any kind and 2,432,251 shares of
Marquest Common Stock which have been pledged by Scherer Healthcare pursuant to
the terms of the Amended and Restated Non-Negotiable Note dated as of January
17, 1997 from Scherer Healthcare to Scherer Capital Company L.L.C. and the
related Amended and Restated Stock Pledge Agreement (the "Pledge Agreements"),
which Pledge Agreements have been assigned by Scherer Capital Company L.L.C. to
the four adult children of Robert P. Scherer, Jr.

         2.6  The, execution, delivery and performance of this Agreement by 
Scherer Healthcare neither violates nor constitutes a default under, nor 
creates a lien or breach under, the terms of the certificate of incorporation 
and by-laws of Scherer Healthcare or of any material agreement, document or 
instrument binding upon Scherer Healthcare.  This Agreement is a legal, valid 
and binding obligation of Scherer Healthcare enforceable against Scherer 
Healthcare in accordance with its terms, except insofar as the enforcement 
thereof may be limited by bankruptcy, insolvency, moratorium or similar laws 
affecting the enforcement of creditors' rights generally and subject to 
equitable principles limiting the availability of equitable remedies.

         2.7  If the Closing and the Effective Time of the Merger were to occur
on the date hereof and, immediately after the Effective Time of the Merger, the
Repurchase Option were exercised, the aggregate amount of the Exercise Price
payable by such designee upon such exercise would be $5,535,000.

         2.8 Scherer Healthcare has all of the right, title and interest in and
to all of the ABG Purchased Assets and Improvements described in SCHEDULE 2.8
hereof (the "Scheduled Assets") that it acquired from Marquest upon Scherer's
original acquisition of such assets pursuant to the Omnibus Agreement. Scherer
Healthcare has not granted to any third-party any security interest, pledge or
encumbrance with respect to any of the Scheduled Assets. Scherer Healthcare does
not have any ownership interest in any ABG Purchased Assets or any Improvements
other than the Scheduled Assets.

         2.9  Scherer Healthcare has extended the exercise period of the
Repurchase Option through June 15, 1999 on the terms set forth in the Omnibus
Agreement as originally executed by the parties to the Omnibus Agreement.

         2.10  The factual representations regarding Scherer Healthcare and its
equity interests in Marquest set forth in the "WHEREAS" clauses herein are
accurate in all material respects.

         2.11 There are 4,314,223 shares of the Common Stock, par value $.01
per share, of Scherer Healthcare (the "Scherer Healthcare Common Stock")
outstanding on the date hereof. Scherer Healthcare is obligated to issue a total
of an additional 218,056 shares of Scherer Healthcare Common 


                                     II-3

<PAGE>

Stock pursuant to outstanding exercisable stock options, warrants, convertible
securities and other contractual arrangements entitling third-parties to acquire
shares of Scherer Healthcare Common Stock. There are no classes of capital stock
of Scherer Healthcare entitled to vote with respect to the Scherer Shareholder 
Approval other than the Scherer Healthcare Common Stock.

    3.  SCHERER HEALTHCARE'S COVENANTS.  Scherer Healthcare hereby covenants
and agrees with VSI as follows:

         3.1  Scherer Healthcare will not exercise the first ABG Warrants, the
Second ABG Warrants or the Current Warrants at any time on or before the earlier
of the Effective Time of the Merger or the date of the termination of the Merger
Agreement. 

         3.2  Intentionally omitted.

         3.3  Promptly after this Agreement is executed, Scherer Healthcare
will cooperate with VSI in preparing a  proxy statement (describing a proposal
to grant the Scherer Shareholder Approval)) for filing with the Securities and
Exchange Commission (the "SEC") and ultimately for mailing to Scherer
Healthcare's shareholders (the "Proxy Statement").  Scherer Healthcare shall not
file the Proxy Statement preliminarily or in final form unless and until VSI
consents to such filings. VSI shall not unreasonably withhold or delay any such
consent.  Scherer Healthcare represents and warrants to VSI that the Proxy
Statement will comply in all material respects with the Securities Exchange Act
of 1934 and the rules and regulations promulgated thereunder, that the Proxy
Statement will not contain any untrue statements of material fact regarding
Scherer Healthcare and will not omit to state any material fact regarding
Scherer Healthcare required to be stated therein or necessary to make the
statements therein not misleading.  Scherer Healthcare will promptly advise VSI
in writing if at any time prior to the Effective Time of the Merger it shall
obtain knowledge of any facts that might reasonably be expected to make it
necessary or appropriate to amend or supplement the Proxy Statement in order to
make the statements contained or incorporated by reference therein not
misleading or to comply with applicable law.   After VSI consents to the mailing
of the Proxy Statement and all necessary SEC filing requirements have been
satisfied, Scherer Healthcare shall mail the Proxy Statement to its shareholders
in accordance with all applicable federal and state securities laws and, subject
to the exercise by the members of Scherer Healthcare's Board of Directors of
their fiduciary duties, shall use its reasonable best efforts to solicit proxies
in favor of the Scherer Shareholder Approval.

         3.4  Scherer Healthcare shall call a special meeting of its
shareholders (the "Scherer Healthcare Meeting"), to be held as soon as
practicable after the Proxy Statement is mailed to Scherer Healthcare's
shareholders, for the purpose of seeking the Scherer Shareholder Approval from
the shareholders of Scherer Healthcare.  In connection with the Scherer
Healthcare Meeting, the members of Scherer Healthcare's Board of Directors shall
recommend that Scherer Healthcare's shareholders grant the Scherer Shareholder
Approval, subject to the exercise by the members of Scherer Healthcare's Board
of Directors of their fiduciary duties.

         3.5  Prior to the Effective Time of the Merger or the date on which 
the Merger Agreement is terminated, Scherer Healthcare will not sell, 
dispose, pledge, encumber or otherwise transfer any shares of Marquest Common 
Stock; provided, however, that this Section 3.5 shall not preclude Scherer 
Healthcare from pledging or transferring any of its shares of Marquest Common 
Stock (i) pursuant to the requirements of the Pledge Agreements or (ii) to a 
transferee (a "Scherer Permitted Transferee") if, prior to such pledge or 
transfer, the Scherer Permitted Transferee executes an agreement, in form and 
substance reasonably satisfactory to VSI, to vote such shares in favor of the 
Merger and Merger Agreement.


                                     II-4

<PAGE>

         3.6  If Scherer Healthcare's shareholders approve the Merger Agreement
and the transactions contemplated thereby and receive an updated Scherer Opinion
as of the date of the Scherer Healthcare Meeting, Scherer Healthcare shall vote
all of the shares of Marquest Common Stock that it owns in favor of the Merger
and the Merger Agreement..

         3.7  Intentionally omitted.

         3.8  Until the earlier of the Effective Time of the Merger and the
termination of the Merger Agreement, Scherer Healthcare shall, assuming that it
has an ability to pay, honor all of its obligations under the Pledge Agreements.

    4.  SALE OF THE SCHEDULED ASSETS.

         4.1  Marquest hereby consents to the sale of the Scheduled Assets
and the assignment of the Equipment Lease and License of Intellectual Property
by Scherer Healthcare pursuant to this Section 4 and acknowledges that if it
exercises the Repurchase Option subsequent to such sale, Marquest's rights shall
be to purchase the applicable assets from the purchaser of the Scheduled Assets
hereunder. Scherer Healthcare acknowledges that upon consummation of the closing
described in Section 4.3 hereof, Scherer Healthcare shall have no right to
acquire shares of Marquest's Common Stock pursuant to Section 2.05 of the
Omnibus Agreement. 

         4.2  During the week immediately prior to the Closing under the Merger
Agreement, Scherer Healthcare and VSI shall cooperate in calculating the
Exercise Price.

         4.3  Provided that the conditions set forth in Section 4.4 hereof have
been satisfied, then immediately after Scherer Healthcare and VSI determine that
the Merger is effective under Colorado law, Scherer Healthcare and VSI shall
conduct a closing (the "Scheduled Assets Closing") at the same location as the
location of the Closing under the Merger Agreement. Provided that the conditions
set forth in Section 4.4 hereof have been satisfied, at the Scheduled Assets
Closing:

              4.3.1  VSI or a designee of VSI (for purposes hereof, either such
entity being referred to herein as the "Purchaser") shall purchase from Scherer
Healthcare, and Scherer Healthcare shall sell to the Purchaser, the Scheduled
Assets, at a price equal to the Exercise Price as of the date of the Scheduled
Assets Closing (such price being hereinafter referred to as the "Closing
Exercise Price") and in accordance with the terms set forth herein. Scherer
Healthcare shall assign to the Purchaser all of Scherer Healthcare's rights as
the lessor under the Equipment Lease and as the licensor under the License of
Intangible Property, and VSI shall assume all of Scherer Healthcare's
obligations as lessor under the Equipment Lease and licensor under the License
of Intangible Property, all pursuant to the terms of an assignment and
assumption agreement in form and substance reasonably satisfactory to VSI and
Scherer Healthcare.

              4.3.2  Payment of the Closing Exercise Price shall be by means of
a certified or bank cashier's check payable to Scherer Healthcare.

              4.3.3  Scherer Healthcare will transfer all of the Scheduled
Assets to the Purchaser by delivering to the Purchaser all such assets and by
evidencing such conveyance with a bill of sale and general assignment in the
form of the bill of sale and general assignment dated June 15, 1993 and
delivered by Marquest pursuant to the Omnibus Agreement and such other forms of
conveyance as either would be required by Section 3 of the Omnibus Agreement if
Marquest were exercising the Repurchase Agreement or as are reasonably requested
by the Purchaser to confer upon the Purchaser the same title to the Scheduled
Assets as Scherer Healthcare holds immediately prior to the Scheduled Assets
Closing.  Scherer Healthcare will 


                                     II-5

<PAGE>

transfer such assets to such entity free and clear of any security interests, 
pledges, encumbrances or restrictions that Scherer Healthcare may have 
created. Thereafter, Scherer Healthcare shall reasonably cooperate with the 
Purchaser in furnishing to the Purchaser such further instruments as the 
Purchaser shall reasonably request to affirm the Purchaser's ownership of 
such assets free and clear of all such security interests, pledges, 
encumbrances and restrictions. SCHERER HEALTHCARE MAKES NO REPRESENTATIONS, 
PROMISES, STATEMENTS, OR WARRANTIES, EXPRESSED OR IMPLIED, WITH RESPECT TO 
THE MERCHANTABILITY, SUITABILITY, OR FITNESS FOR ANY PURPOSE OF THE SCHEDULED 
ASSETS AND MAKES NO REPRESENTATION THAT SCHEDULED ASSETS ARE IN COMPLIANCE 
WITH ANY APPLICABLE LAW, ORDINANCE OR OTHER GOVERNMENTAL REGULATION. VSI 
agrees on behalf of itself, and on behalf of the Purchaser if VSI is not the 
Purchaser, that on and after the date of the Scheduled Assets Closing, 
Scherer Healthcare shall not be liable to VSI, the Purchaser or Marquest for 
any loss, claim, demand, liability, cost, damage, or expense of any kind, 
caused or alleged to be caused, directly or indirectly, by the condition of 
the Scheduled Assets, or by any inadequacy thereof for any purpose, or by any 
defects therein or in the use or maintenance thereof, or by any damage 
whatsoever and whosoever caused other than damages resulting from Scherer 
Healthcare's failure to transfer its ownership interest in the Scheduled 
Assets in the manner described herein. VSI agrees on behalf of itself, and on 
behalf of the Purchaser if VSI is not the Purchaser, that its obligations 
hereunder shall not in any way be affected by any defect in the condition or 
failure of performance of the Scheduled Assets. IN NO EVENT SHALL SCHERER 
HEALTHCARE HAVE ANY LIABILITY ON AND AFTER THE DATE OF THE SCHEDULED ASSETS 
CLOSING FOR, NOR SHALL VSI, PURCHASER OR MARQUEST HAVE ANY REMEDY ON AND 
AFTER THE DATE OF THE SCHEDULED ASSETS CLOSING AGAINST SCHERER HEALTHCARE 
FOR, ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES, ANY LOSS OF PROFITS OR SAVINGS, 
LOSS OF USE, OR ANY OTHER COMMERCIAL LOSS OF WHATEVER NATURE ARISING FROM THE 
SALE OF THE SCHEDULED ASSETS.

              4.3.4  Scherer Healthcare shall execute and deliver to the
Purchaser a covenant against competition in the form and substance of the
covenant against competition annexed hereto as EXHIBIT A.

              4.3.5  In consideration for Scherer Healthcare's executing such
covenant against competition, VSI (or, if VSI is not the Purchaser, VSI shall
cause the Purchaser to) deliver to Scherer Healthcare its certified check or a
bank cashier's check in an amount equal to  the amount by which five million
eight hundred and sixty thousand dollars ($5,860,000) exceeds the Closing
Exercise Price.

              4.3.6  At the Scheduled Assets Closing, (i) Scherer Healthcare
shall deliver to Marquest a release, in form and substance reasonably
satisfactory to VSI and Marquest, pursuant to which Scherer shall release
Marquest from all of its obligations to provide indemnification to Scherer
Healthcare under the Equipment Lease and the License of Intangible Property and
from all of Marquest's other obligations to Scherer Healthcare arising pursuant
to the Omnibus Agreement and the agreements executed pursuant thereto and (ii)
VSI shall deliver to Scherer Healthcare an agreement, in form and substance
reasonably satisfactory to Scherer Healthcare, pursuant to which VSI shall
provide to Scherer Healthcare the indemnification provided (prior to such
release) to Scherer Healthcare under Sections 12, 13 and 14 of the License of
Intangible Property and Section 5 of the Equipment Lease; provided, however,
that the agreement furnished by VSI to Scherer Healthcare pursuant to this
Section 4.3.6 shall expressly state that the aggregate liability that VSI and
its subsidiaries (including Marquest after the Scheduled Assets Closing) shall
have to Scherer pursuant to such agreement shall not exceed two million dollars
($2,000,000) with respect to matters unrelated to the Terumo litigation
referenced in the 


                                     II-6

<PAGE>

Disclosure Letter and shall not exceed four million dollars ($4,000,000) with 
respect to matters related to the Terumo litigation referenced in the 
Disclosure Letter, less in each such case (i.e., the $2,000,000 limitation 
and the $4,000,000 limitation) the attorneys' and experts' fees and 
disbursements incurred by VSI and its subsidiaries subsequent to the 
Scheduled Assets Closing reasonably allocable to matters undertaken on behalf 
of Scherer Healthcare.  It is understood that there will be no allocation of 
such fees and expenses to Scherer Healthcare with respect to a matter if 
Scherer Healthcare is not a party to such matter. 

              4.4  Notwithstanding any provision herein to the contrary, the
obligations of the parties hereto to consummate the Scheduled Assets Closing are
conditioned upon satisfaction of the following conditions:

              4.4.1  The Merger shall have been consummated and Scherer
Healthcare and VSI shall have determined that the Merger is effective under
Colorado law.

              4.4.2  All approvals required by law in order for Scherer
Healthcare and VSI to consummate the Scheduled Assets Closing (the "Sale
Approvals") shall have been obtained. VSI and Scherer Healthcare shall use their
respective best efforts to obtain all such Sale Approvals.

              4.4.3 Each of Scherer Healthcare's representations set forth in
this Agreement shall have been true in all material respects when made and (with
the exception of the representation set forth in Section 2.7 hereof) shall be
true in all material respects as of the date of the Scheduled Assets Closing. 

              4.4.4  VSI shall not have discovered that Scherer Healthcare
shall have taken any action or omitted to take any action between the date
hereof and the Scheduled Assets Closing which will materially adversely affect
the title in and to the Scheduled Assets which the Purchaser will acquire upon
consummation of the Scheduled Assets Closing.

    5.  CASHLESS EXERCISE OF WARRANTS.  If the Merger is consummated, then
immediately after the Effective Time of the Merger, (i) Scherer Healthcare shall
tender the Current Warrants, the First ABG Warrants and the Second ABG Warrants
to VSI or the Exchange Agent and shall deliver to VSI or the Exchange Agent any
letter of transmittal reasonably requested by VSI and (ii) VSI shall, upon
receipt of such tender, deliver or cause the Exchange Agent to deliver to
Scherer Healthcare a check in an amount equal to the "Excess Amount" (as defined
herein) multiplied by the number of shares of Marquest Common Stock covered by
the First ABG Warrants, Second ABG Warrants and Current Warrants so tendered.
For purposes of this Agreement, the term "Excess Amount" shall mean the amount
by which the "Purchase Price" (as such term is defined in the Merger Agreement)
exceeds seventy-five cents ($.75). Thereafter, Scherer Healthcare shall have no
rights with respect to the First ABG Warrants, Second ABG Warrants or Current
Warrants other than to receive payment therefor in accordance with this Section
5.

    6.  VSI'S REPRESENTATIONS.  VSI hereby warrants and represents as follows:
         
         6.1  The execution, delivery and performance of this Agreement by VSI
(A) are within the legal capacity and power of VSI; (B) have been duly
authorized by all requisite corporate action on the part of VSI; and (C) require
the approval or consent of, or filing with, no persons, entities or agencies
other than (i) approval of certain transactions contemplated by this Agreement
and the Merger Agreement pursuant to the Hart-Scott-Rodino Antitrust
Improvements Act of 1986 and approvals of the type required by VSI to consummate
the Merger Agreement and (ii) any filings required to effect the transfer of
intangible assets pursuant to this Agreement.


                                     II-7

<PAGE>

         6.2  The, execution, delivery and performance of this Agreement by VSI
neither violates nor constitutes a default under, nor creates a lien or breach
under, the terms of the certificate of incorporation and by-laws of VSI or,
subject to the receipt of any necessary approvals, of any material agreement,
document or instrument binding upon VSI.  This Agreement is, and the
indemnification agreement referenced in Section 4.3.6 will be, a legal, valid
and binding obligation of VSI enforceable against VSI in accordance with its
terms, except insofar as the enforcement thereof may be limited by bankruptcy,
insolvency, moratorium or similar laws affecting the enforcement of creditors'
rights generally and subject to equitable principles limiting the availability
of equitable remedies.

    7.  VSI'S COVENANTS WITH RESPECT TO THE PROXY STATEMENT.   Promptly after
this Agreement is executed, VSI will cooperate with Scherer Healthcare in
preparing the Proxy Statement.   VSI shall not unreasonably withhold or delay
any consent requested by Scherer Healthcare pursuant to Section 3.3 hereof.  VSI
represents and warrants to Scherer Healthcare that the information to be
supplied by VSI to Scherer Healthcare for the Proxy Statement with respect to
VSI (excluding Marquest) will not contain any untrue statements of material fact
and will not omit to state any material fact required to be stated therein or
necessary to make the statements therein not misleading.  VSI will promptly
advise Scherer Healthcare in writing if at any time prior to the Effective Time
of the Merger it shall obtain knowledge of any facts that might reasonably be
expected to make it necessary or appropriate to amend or supplement the Proxy
Statement in order to make the statements contained or incorporated by reference
therein not misleading or to comply with applicable law. 

    8.  REPURCHASE OPTION.  Scherer and Marquest hereby confirm to VSI that the
Repurchase Option has been extended until June 15, 1999 upon the terms
originally set forth in the Omnibus Agreement.
    
         9. NOTICES.  All notices, requests, demands and other communications
required or permitted hereunder shall be in writing and shall be deemed to have
been duly given when delivered by hand or when mailed by registered or certified
mail, postage prepaid, or when given by telex or facsimile transmission
(promptly confirmed in writing), as follows:

            (a) If to Scherer Healthcare, to:

              Scherer Healthcare, Inc.
              2589 Paces Ferry Road
              Suite 300
              Atlanta, Georgia 30339
              Telephone:  770-333-0066
              Telecopy:    770-333-0068

              with a copy to:
              
              David M. Calhoun, Esq.
              Long Aldridge Norman LLP
              Suite 5300
              One Peachtree Center
              303 Peachtree Street
              Atlanta, Georgia  30308
              Telephone:  404-527-4947
              Telecopy:   404-527-4198


                                     II-8

<PAGE>

or to such other persons as Scherer Healthcare shall designate in writing, such
writing to be delivered to VSI in the manner provided in this Section 9;

            (b)  If to VSI, to:

              Vital Signs, Inc.
              20 Campus Road
              Totowa, New Jersey  07512
              Attn:  Mr. Anthony J. Dimun
              Telephone:  201-790-1330, ext. 371
              Telecopy:   201-790-3842

              with a copy to:

              Jay Sturm, Esq.
              General Counsel
              Vital Signs, Inc.
              20 Campus Road
              Totowa, New Jersey  07512
              Telephone:  201-790-1330, ext. 372
              Telecopy:   201-790-3842

         and with a copy to:

              Peter H. Ehrenberg, Esq.
              Lowenstein, Sandler, Kohl,
                Fisher & Boylan, P.C.
              65 Livingston Avenue
              Roseland, New Jersey  07068
              Telephone:  201-992-8700
              Telecopy:   201-992-5820


or to such other persons as VSI shall designate in writing, such writing to be
delivered to Scherer Healthcare in the manner provided in this Section 9.

    10.  ASSIGNMENT.  This Agreement and all of the provisions hereof shall be
binding upon and inure to the benefit of the parties hereto and their respective
successors and permitted assigns, but neither this Agreement nor any of the
rights, interests or obligations hereunder shall be assigned by any of the
parties hereto without the prior written consent of the other parties hereto.

    11.  GOVERNING LAW.  This Agreement and the legal relations between the 
parties hereto shall be governed by and construed in accordance with the laws 
of the State of Delaware.

    12.  COUNTERPARTS.  This Agreement may be executed simultaneously in two or
more counterparts and by the different parties hereto on separate counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.

    13.  HEADINGS AND REFERENCES.  The headings of the Sections of this
Agreement are inserted for convenience of reference only and shall not
constitute a part hereof.  All references herein to Sections are to sections of
this Agreement, unless otherwise indicated. 


                                     II-9

<PAGE>

    14.  INTERPRETATION.  The parties hereto do not intend for this Agreement 
 to be construed against the party that drafted this Agreement merely by 
virtue of the fact that such party drafted this Agreement.

    IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the
date set forth above.                                 

                        SCHERER HEALTHCARE, INC.
                        

                             By: /S/ ROBERT P.  SCHERER, JR.
                                 ---------------------------
                                       Chief Executive Officer

                             
                             VITAL SIGNS, INC.

                             By: /S/ ANTHONY J.  DIMUN
                                 ---------------------
                                  Anthony J. Dimun, Executive Vice President


                             MARQUEST MEDICAL PRODUCTS, INC.

                             By: /S/ WILLIAM THOMPSON
                                 --------------------
                                  President


                                     II-10

<PAGE>

                                      ANNEX III

                         ROBERT SCHERER INDUCEMENT AGREEMENT


<PAGE>

                         ROBERT SCHERER INDUCEMENT AGREEMENT
                                           
    This AGREEMENT, dated this 14th day of March, 1997, is given by ROBERT P. 
SCHERER, JR., a Georgia resident ("Scherer"), to VITAL SIGNS, INC., a New 
Jersey corporation having its principal place of business at 20 Campus Road, 
Totowa, New Jersey ("VSI"),

                                   WITNESSETH THAT
                                           
    WHEREAS, Scherer is the principal shareholder of Scherer Healthcare, Inc.
("Scherer Healthcare");

    WHEREAS, Scherer Healthcare is the principal shareholder of Marquest
Medical Products, Inc. ("Marquest");

    WHEREAS, Marquest is in the process of negotiating an agreement with VSI
pursuant to which VSI would acquire Marquest by means of a cash merger (the
"Merger Agreement");

    WHEREAS, Scherer is the owner of a promissory note of Marquest in the
principal amount of $700,000, which promissory note is convertible into a total
of 1,000,000 shares of Marquest Common Stock (the "Promissory Note");

    WHEREAS, Scherer Healthcare has indicated that it will not vote its shares
of Marquest Common Stock in favor of the Merger Agreement, the merger
contemplated thereby (the "Merger") and the other transactions contemplated by
the Merger Agreement unless the shareholders of Scherer Healthcare authorize
Scherer Healthcare to take such action and a related action involving the sale
of a product line by Scherer Healthcare to VSI (such authorization being
hereinafter referred to as the "Scherer Shareholder Approval");

    WHEREAS, VSI has advised Scherer that VSI will not enter into the Merger
Agreement unless Scherer executes and delivers this Inducement Agreement;

    WHEREAS, Scherer desires to induce VSI to enter into the Merger Agreement
and acknowledges that VSI will rely upon this Inducement Agreement in entering
into the Merger Agreement; and

    WHEREAS, contemporaneous with the execution of this Agreement, it is
contemplated that Scherer Healthcare, Marquest and VSI will enter into an
agreement, captioned the "Scherer Healthcare Inducement Agreement" (the "Scherer
Healthcare Inducement Agreement"), pursuant to which the parties thereto will
make certain representations and covenants relating primarily to the Merger,
other matters contemplated by the Merger Agreement and a sale of assets to VSI,

    NOW THEREFORE, to provide VSI with the inducements that it requires,
Scherer hereby warrants and covenants to VSI as follows:

    1.  REPRESENTATIONS OF SCHERER.  Scherer hereby warrants and represents to
VSI as follows:

         1.1  Scherer has (i) the sole power to vote and dispose of 1,688,361.5
shares of the Common Stock, par value $.01 per share, of Scherer Healthcare (the
"Scherer Healthcare Common Stock") and (ii) the sole power to vote and shared
power to dispose of 562,594.5 shares of Scherer Healthcare Common Stock, which
shares are owned by the four adult children of Scherer and are subject to a
Voting Trust dated as of February 23, 1997 for which Scherer acts as the sole
trustee (the "Voting Trust"). The shares described in clause (i) above include
1,244,378.5 shares owned by RPS Investments, Inc., a corporation wholly-owned by
Scherer.


<PAGE>

         1.2  Scherer has not entered into any agreement which would preclude
or otherwise affect in any respect Scherer's ability to provide the
representations set forth in this Section 1 or the covenants set forth in
Section 2 hereof. Scherer has not pledged or otherwise encumbered any of the
shares of Scherer Healthcare Common Stock, or options or warrants to purchase
Scherer Healthcare Common Stock,  that he owns. Scherer has the authority to
execute this Agreement with respect to all of the shares referenced in the first
sentence of Section 1.1 hereof.

         1.3  Intentionally omitted.

         1.4  Scherer owns the Promissory Note free and clear of any security
interests, consignments, liens, judgments, encumbrances, restrictions, or claims
of any kind.

         1.5  Each of the factual representations regarding Scherer set forth
in the "WHEREAS" clauses of this Agreement are accurate.

         1.6  Scherer has no actual knowledge that any of the warranties and
representations made by Marquest to VSI in the Merger Agreement are inaccurate
in any material respect. It is understood that (i) this Section 1.6 shall not
survive the consummation of the Merger, (ii) Scherer shall not be liable for
monetary damages in the event that this Section 1.6 is inaccurate in any respect
and (ii) VSI's sole right in the event that it determines that this Section 1.6
is materially inaccurate either at the time that this Agreement is executed or
as of the time of the closing described in the Merger Agreement shall be for VSI
to assert its rights under the Merger Agreement to terminate the Merger
Agreement (in which case the transactions contemplated by the Scherer Healthcare
Inducement Agreement will not be consummated).
 .
    2.  COVENANTS OF SCHERER.  Scherer hereby covenants and agrees with VSI as
follows:

         2.1  At the meeting of Scherer Healthcare's shareholders called to
vote upon the Scherer Shareholder Approval, Scherer will, subject to his
fiduciary obligations as a director of Scherer Healthcare, as a majority
shareholder of Scherer Healthcare and as a trustee the Voting Trusts and subject
to the receipt by the Board of Directors of Scherer Healthcare of the "Scherer
Opinion" (as defined in the Scherer Healthcare Inducement Agreement) at the
times contemplated by the Scherer Healthcare Inducement Agreement, vote all of
the shares of Scherer Healthcare Common Stock referenced in the first sentence
of Section 1.1 hereof and any other shares of Scherer Healthcare Common Stock
that he may acquire subsequent to the date hereto in favor of granting the
Scherer Shareholder Approval. 

         2.2  Prior to the earlier of the Effective Time of the Merger (as
defined in the Merger Agreement) or the date of the termination of the Merger
Agreement, Scherer will not sell, dispose, pledge, encumber or otherwise
transfer any of the shares of Scherer Healthcare Common Stock referenced in
Section 1.1 hereof or any other shares of Scherer Healthcare Common Stock that
he may acquire subsequent to the date hereof or any right to acquire such stock;
provided, however, that this Section 2.2 shall not preclude Scherer from (a)
disposing of shares of Scherer Healthcare Common Stock if, after such transfer,
the outstanding shares of Scherer Healthcare Common Stock that he and his
"Permitted Transferees" (as defined herein) continue to own represent more than
50% of the outstanding Scherer Healthcare Common Stock calculated on a fully
diluted basis (after taking into account all shares of Scherer Healthcare Common
Stock issuable pursuant to outstanding stock options, warrants, convertible
securities and other contractual arrangements entitling third-parties to acquire
shares of Scherer Healthcare Common Stock) and (b) transferring any of his
shares of Scherer Healthcare Common Stock to a transferee (a "Permitted
Transferee") if, prior to such transfer, such Permitted Transferee executes an
agreement, in form and substance reasonably satisfactory to VSI, to vote such
shares in favor of the Scherer Shareholder Approval.


                                     III-2

<PAGE>

         2.3  Scherer will not sell, give, devise, encumber, pledge or
otherwise transfer the Promissory Note or any interest therein unless and until
the Merger Agreement is terminated.

         2.4   Scherer will not demand payment under the Promissory Note unless
and until the Merger Agreement is terminated.

         2.5  At the Closing under the Merger but prior to the Effective Time
of the Merger, Scherer will convert the Promissory Note in the aggregate
principal amount of $700,000 into a total of 1,000,000 shares of Marquest Common
Stock.

         2.6  Upon consummation of the "Scheduled Asset Closing" (as such term
is defined in an agreement of even date herewith (captioned as the Scherer
Healthcare Inducement Agreement) executed by Scherer Healthcare, Marquest and
VSI and referred to herein as the "Scherer Healthcare Inducement Agreement"),
Scherer agrees to execute and deliver to VSI a covenant against competition in
the form of the covenant against competition annexed hereto as EXHIBIT A in
exchange for a payment of one hundred and forty thousand dollars ($140,000).

    3. NOTICES.  Any notices, requests, demands and other communications
to VSI required or permitted hereunder shall be in writing and shall be deemed
to have been duly given when delivered by hand or when mailed by registered or
certified mail, postage prepaid, or when given by telex or facsimile
transmission (promptly confirmed in writing), as follows:
                  
                   Vital Signs, Inc.
                   20 Campus Road
                   Totowa, New Jersey  07512          
                   Attn:  Mr. Anthony J. Dimun
                   Telephone:  201-790-1330, ext. 371
                   Telecopy:   201-790-3842

                   with a copy to:

                   Jay Sturm, Esq.
                   General Counsel
                   Vital Signs, Inc.
                   20 Campus Road                
                   Totowa, New Jersey  07512
                   Telephone:  201-790-1330, ext 372
                   Telecopy:   201-790-3842

                   and with a copy to:

              Peter H. Ehrenberg, Esq.
              Lowenstein, Sandler, Kohl,
              Fisher & Boylan, P.C.
              65 Livingston Avenue
              Roseland, New Jersey  07068
              Telephone:  201-992-8700
              Telecopy:   201-992-5820

or to such other persons as VSI shall designate to Scherer in writing.


                                     III-3

<PAGE>

    4.  ASSIGNMENT.  This Agreement and all of the provisions hereof shall be
binding upon Scherer and shall inure to the benefit of VSI and its successors
and permitted assigns, but neither this Agreement nor any of the rights,
interests or obligations hereunder shall be assigned by VSI without the prior
written consent of Scherer.

    5.  GOVERNING LAW.  This Agreement and the legal relations between the
parties hereto shall be governed by and construed in accordance with the laws of
the State of Delaware.
    
    6.  HEADINGS AND REFERENCES.  The headings of the Sections of this
Agreement are inserted for convenience of reference only and shall not
constitute a part hereof.  All references herein to Sections are to sections of
this Agreement, unless otherwise indicated.     
    
    7.  INTERPRETATION; DEFINITIONS.
Scherer does not intend for this Agreement to be construed against VSI merely by
virtue of the fact that VSI's representatives drafted this Agreement.
Capitalized terms not defined herein shall have the definitions given to such
terms in the Merger Agreement.

    IN WITNESS WHEREOF, the undersigned has executed this Agreement as of the
date first set forth above.   

                                       /s/ Robert P. Scherer, Jr.
                                       --------------------------
                                       Robert P. Scherer, Jr.

    By execution of this Agreement, Vital Signs, Inc. agrees only that (i) upon
consummation of the Scheduled Asset Closing and delivery by Robert P. Scherer,
Jr. of the covenant against competition provided for in Section 2.6 of this
Agreement, Vital Signs, Inc. shall deliver to Robert P. Scherer, Jr. a certified
or bank cashier's check in an amount equal to one hundred and forty thousand
dollars ($140,000) and (ii) the limitations on VSI's rights described in Section
1.6 of this Agreement are accepted by Vital Signs, Inc.

                                              VITAL SIGNS, INC.
                                              
                                         By:  /s/ Anthony J. Dimun
                                              --------------------
                                              Anthony J. Dimun,
                                              Executive Vice President
                              
    The undersigned agrees that its shares of Scherer Healthcare Common Stock
shall be voted in the manner, and subject to the conditions, described in
Section 2.1 of this Agreement.
    
                                               RPS INVESTMENTS, INC.
 
                                          By: /s/ Robert P. Scherer, Jr.
                                              ---------------------------
                                                  Robert P. Scherer, Jr.


                                     III-4

<PAGE>

                                       ANNEX IV

                  FAIRNESS OPINION OF SUMMIT INVESTMENT CORPORATION

<PAGE>

                            SUMMIT INVESTMENT CORPORATION
                               CORPORATE FINANCE GROUP

March 17, 1997


Board of Directors
Scherer Healthcare, Inc.
2859 Paces Ferry Road, Suite 300
Atlanta, GA  30339

Members of the Board:

We understand that Marquest Medical Products, Inc. ("Marquest" or the "Company")
and Vital Signs, Inc. ("VSI") have entered into an Agreement and Plan of Merger,
dated as of March 14, 1997 (the "Merger Agreement"), pursuant to which Vital
Signs will acquire all of the common stock of Marquest (including warrants and
options to be exercised) for $0.797 per share in cash (the "Merger").  As more
fully described therein and in the Scherer Healthcare, Inc. ("Scherer
Healthcare") Inducement Agreement between Scherer Healthcare, VSI and Marquest
(the "Inducement Agreement"), the Merger Agreement and Inducement Agreement also
provide for (i) the sale by Scherer Healthcare to VSI or a subsidiary of VSI of
certain assets that Scherer Healthcare currently leases to Marquest, relating to
the ABG product line ("ABG Assets"), (ii) an agreement of Scherer Healthcare not
to compete in the blood gas collection products business for a three-year
period, (iii) payment of approximately $140,000 by VSI to Robert P. Scherer, Jr.
("Robert Scherer") for an agreement not to compete and (iv) the assumption by
Scherer Healthcare of Marquest's obligation under an employment agreement
between Marquest and William J. Thompson (President and Chief Operating Officer
of Marquest) which will require Scherer Healthcare to make an approximate
$200,000 payment to William J. Thompson, on the closing date of the Merger
(together with the Merger, the "Transaction").  VSI will pay to Scherer
Healthcare an aggregate of $5,860,000 as the purchase price for the ABG Assets
and the payment for the agreement not to compete.  We understand that Scherer
Healthcare owns 7,211,192 shares of Marquest common stock (equal to 50.4% of the
outstanding common stock of Marquest) and warrants for the purchase of an
additional 6,580,000 shares of Marquest common stock.  In addition, Robert
Scherer owns 1,546,392 shares of Marquest common stock (equal to 10.8% of the
outstanding common stock of Marquest). Furthermore, we understand that Robert
Scherer owns approximately 39.1% of the outstanding common stock of Scherer
Healthcare.



          Suite 500 - 900 Second Avenue - Minneapolis, Minnessota 55402-4027
              Office (612) 338-1400 - (800) 328-4000 - FAX (612)337-3248

<PAGE>

Board of Directors
Scherer Healthcare, Inc.
March 17, 1997
Page Two

You have requested our opinion as to whether (i) the consideration to be
received by the holders of the shares of Marquest common stock pursuant to the
Merger Agreement and (ii) the Transaction taken as a whole, is fair from a
financial point of view to Scherer Healthcare stockholders (other than Robert
Scherer).

Summit Investment Corporation ("Summit"), as part of its investment banking
business, is regularly engaged in the valuation of businesses and their
securities in connection with mergers and acquisitions, initial and secondary
underwritings, private placements and valuations for estate, corporate and other
purposes.

In developing our opinion, we have, among other things:

1. Reviewed certain publicly available financial statements and other
   information of Marquest and Scherer Healthcare;

2. Reviewed certain internal financial statements and other financial and
   operating data concerning Marquest and Scherer Healthcare prepared by their
   respective managements;

3. Analyzed certain financial projections of Marquest prepared by the
   management of the Company;

4. Discussed the past and current operations and financial condition and the
   prospects of Marquest and Scherer Healthcare with senior executives of
   Marquest and Scherer Healthcare;

5. Reviewed the reported prices and trading activity for the Marquest common
   stock and the Scherer Healthcare common stock;

6. Compared the financial performance of Marquest and the prices and trading
   activity of the common stock with that of certain other comparable
   publicly-traded companies and their securities;

7. Reviewed the financial terms, to the extent publicly available, of certain
   comparable acquisition transactions;

8. Reviewed the Merger Agreement and Inducement Agreement; and

9. Performed such other analyses as we deemed appropriate.


                                     IV-2

<PAGE>

Board of Directors
Scherer Healthcare, Inc.
March 17, 1997
Page Three

In our review and analysis, and in arriving at our opinion, we have relied upon
and assumed the completeness and accuracy of all the factual, historical,
financial and other information and data publicly available or furnished to us
by Marquest and Scherer Healthcare.  We have assumed that the financial
projections provided to us were reasonably prepared on bases reflecting the best
currently available estimates and judgements of the senior management of
Marquest.  In addition, we have not made nor been provided with an independent
evaluation or appraisal of the assets of Marquest or the ABG Assets.  Our
opinion is necessarily based on economic, stock market and other conditions as
they exist and can be evaluated as of the date hereof.

This opinion has been prepared for the use of the Board of Directors of Scherer
Healthcare and does not constitute a recommendation for any stockholders as to
how such stockholder should vote.  We hereby consent, however, to the inclusion
of this opinion as an exhibit to any proxy statement distributed in connection
with the Merger.

Based upon our analysis and review and subject to the assumptions we have
stated, we are of the opinion that as of the date hereof, (i) the consideration
to be received by the holders of the shares of Marquest common stock pursuant to
the Merger Agreement and (ii) the Transaction taken as a whole, is fair from a
financial point of view to Scherer Healthcare stockholders (other than Robert 
Scherer as to whom we express no opinion).

                                       Very truly yours,



                                       SUMMIT INVESTMENT CORPORATION


                                     IV-3
<PAGE>


                                    ANNEX V

                   THE COMPANY'S ANNUAL REPORT ON FORM 10-K
                   FOR THE FISCAL YEAR ENDED MARCH 31, 1996

<PAGE>




                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                 --------------
                                    FORM 10-K


                ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

                    FOR THE FISCAL YEAR ENDED MARCH 31, 1996

                           COMMISSION FILE NO. 0-10552

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

                            SCHERER HEALTHCARE, INC.
             (Exact name of registrant as specified in its Charter)


                DELAWARE                               59-0688813
     (State or other jurisdiction of                (I.R.S. Employer
     incorporation or organization)                Identification No.)

            2859 PACES FERRY ROAD, SUITE 300, ATLANTA, GEORGIA  30339
          (Address of principal executive offices, including Zip Code)

              Registrant's telephone number, including area code:
                                 (770) 333-0066

           Securities registered pursuant to Section 12(b) of the Act:
                                      NONE

  Securities registered (Title of Class) pursuant to Section 12(g) of the Act:
                          COMMON STOCK, $0.01 PAR VALUE


Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
                    YES   X        NO      .
                        ------        -----

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained  herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]

The aggregate market value of the Registrant's Common Stock held by
nonaffiliates of the Registrant on June 20, 1996 was $4,992,653.  There were
4,291,486 Shares of Common Stock outstanding on June 20, 1996.

                       DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Proxy Statement for the Annual Meeting of Shareholders to be
held August 22, 1996 are incorporated by reference into Parts I and III of this
report.

                                  Page 1 of 54
                      Index of Exhibits appears on page 23


<PAGE>

                            SCHERER HEALTHCARE, INC.

                           ANNUAL REPORT ON FORM 10-K

                    FOR THE FISCAL YEAR ENDED MARCH 31, 1996

                                Table of Contents
                                -----------------
Item                                                                      Page
Number                                                                    Number
- ------                                                                    ------
                                     PART I

 1.  Business. . . . . . . . . . . . . . . . . . . . . . . . . . . . .       3

 2.  Properties. . . . . . . . . . . . . . . . . . . . . . . . . . . .      12

 3.  Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . . .      12

 4.  Submission of Matters to a Vote of Security Holders . . . . . . .      13

 4a. Executive Officers of the Registrant. . . . . . . . . . . . . . .      13

                                     PART II

 5.  Market for Registrant's Common Equity and Related Stockholder
     Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      14

 6.  Selected Financial Data.. . . . . . . . . . . . . . . . . . . . .      14

 7.  Management's Discussion and Analysis of Financial Condition
     and Results of Operations . . . . . . . . . . . . . . . . . . . .      15

 8.  Financial Statements and Supplementary Data . . . . . . . . . . .      19

 9.  Changes in and Disagreements with Accountants on Accounting and
     Financial Disclosure. . . . . . . . . . . . . . . . . . . . . . .      19

                                    PART III

10.  Directors and Executive Officers of the Registrant. . . . . . . .      20

11.  Executive Compensation. . . . . . . . . . . . . . . . . . . . . .      20

12.  Security Ownership of Certain Beneficial Owners and Management. .      20

13.  Certain Relationships and Related Transactions. . . . . . . . . .      20

                                     PART IV

14.  Exhibits, Financial Statement Schedules, and Reports on Form 8-K.      21


                                     SIGNATURES. . . . . . . . . . . .      22

                              INDEX OF EXHIBITS. . . . . . . . . . . .      

<PAGE>

                            SCHERER HEALTHCARE,  INC.

                                    FORM 10-K

                                     PART I

ITEM 1. BUSINESS

OVERVIEW

Scherer Healthcare, Inc. (the "Company") was incorporated under the laws of the
State of Delaware on December 18, 1981 as the successor to Aloe Creme
Laboratories, Inc., incorporated on February 7, 1953.  The Company's Common
Stock is listed on The Nasdaq National Market under the symbol "SCHR".

The Company's strategy has focused on the manufacture, distribution, and sale of
specialized healthcare and industrial safety room products and services.  At
March 31, 1996, the Company, through its subsidiaries and majority owned
partnerships, operated in the following business segments:

     MEDICAL DEVICE AND SURGICAL/SAFETY DISPOSABLES SEGMENT:
     (a) Marquest Medical Products, Inc., a Colorado corporation, is 51% owned
          by the Company.
     (b) Scherer Healthcare, Ltd., a Georgia limited partnership, doing
          business as Protective Disposable Apparel (formerly doing
           business as Custom Medical Products), is 65% owned by
            the Company.

     WASTE MANAGEMENT SERVICES SEGMENT:
     (a)  Bio Systems Partners, a Georgia partnership, is 60% owned by
            the Company.
     (b)  Medical Waste Systems, Inc., a Delaware corporation, is 100% owned by
            the Company.

     CONSUMER HEALTHCARE PRODUCTS SEGMENT:
          Scherer Laboratories Inc., a Texas corporation, is 100%
           owned by the Company.

As used herein, the term "Company" includes Scherer Healthcare, Inc. and, where
appropriate, its subsidiaries and majority owned partnerships.

RECENT DEVELOPMENTS

SALE OF SCHERER HEALTHCARE, LTD. MEDICAL BUSINESS ASSETS.  On October 3, 1995,
Scherer Healthcare, Ltd., a majority owned partnership of the Company which had
been doing business as Custom Medical Products, sold certain of its assets for
approximately $6,527,000. The assets sold were those used in connection with its
business of packing and distributing medical supplies for surgical procedures
and providing nonwoven medical drapes, gowns, and accessory items to hospitals
and other healthcare providers.  Scherer Healthcare, Ltd. continues to operate
under the name Protective Disposable Apparel in the business of providing
nonwoven apparel for industrial uses.  See "Medical Device and Surgical/Safety
Disposables Segment - Scherer Healthcare, Ltd.".

DISCONTINUED OPERATIONS OF BIOFOR, INC.  Biofor, Inc., a majority owned
subsidiary of the Company which had been operating the Company's Pharmaceutical
Research and Development Segment, discontinued all of its operations in March
1996 upon the expiration of a third party research and development contract.
This is discussed further under "Discontinued Pharmaceutical Research and
Development Segment".


                                       -3-

<PAGE>

FINANCIAL INFORMATION RELATING TO SEGMENT OPERATIONS.  Set forth below is
certain financial information with respect to each of the Company's operating
segments.
<TABLE>
<CAPTION>
                                                                                YEARS ENDED MARCH 31
                                                                   -------------------------------------------
                                                                         1996           1995           1994
                                                                   -------------  -------------  -------------
                                                                                   (in thousands)
<S>                                                                <C>            <C>            <C>
Net Sales:
     Medical Device and  Surgical/Safety Disposables Segment:
          Marquest Medical Products, Inc.                            $    22,443    $    20,576    $    22,466
          Scherer Healthcare, Ltd.                                         7,555         11,203          8,091
     Waste Management Services Segment                                    10,753         10,039          9,670
     Consumer Healthcare, Ltd.                                             1,106            984          1,002
                                                                   -------------  -------------  -------------
          Total                                                      $    41,857    $    42,802    $    41,229
                                                                   -------------  -------------  -------------
                                                                   -------------  -------------  -------------

Operating Income (Loss) from Continuing Operations:
     Medical Device and Surgical/Safety Disposables Segment:
          Marquest Medical Products, Inc.                            $       510    $    (2,696)   $    (2,679)
          Scherer Healthcare, Ltd.                                          (335)          (912)          (421)
     Waste Management Services Segment                                       924            790            502
     Consumer Healthcare Products Segment                                    368            244            286
     Corporate (a)                                                        (1,074)        (3,054)          (759)
                                                                   -------------  -------------  -------------
          Total                                                      $       393    $    (5,628)   $    (3,071)
                                                                   -------------  -------------  -------------
                                                                   -------------  -------------  -------------

Identifiable Assets:
     Medical Device and Surgical/Safety Disposables Segment:
          Marquest Medical Products, Inc.                            $    15,393     $   13,992    $    16,929
          Scherer Healthcare, Ltd.                                           909          6,233          6,461
     Waste Management Services Segment                                     9,370          9,524          9,173
     Consumer Healthcare Products Segment                                    153            139            152
     Corporate (b)                                                         8,618         11,640         19,192
                                                                   -------------  -------------  -------------
          Total                                                      $    34,443    $    41,528    $    51,907
                                                                   -------------  -------------  -------------
                                                                   -------------  -------------  -------------

Depreciation Expense:
     Medical Device and Surgical/Safety Disposables Segment
          Marquest Medical Products, Inc.                            $     1,046    $     1,364    $     1,668
          Scherer Healthcare, Ltd.                                            74            128            104
     Waste Management Services Segment                                       731            717            639
     Consumer Healthcare Products Segment                                      1              1             10
     Corporate                                                                72             66             49
                                                                   -------------  -------------  -------------
          Total                                                      $     1,924    $     2,276    $     2,470
                                                                   -------------  -------------  -------------
                                                                   -------------  -------------  -------------

Capital Expenditures:
     Medical Device and Surgical/Safety Disposables Segment
          Marquest Medical Products, Inc.                            $        66    $       666    $     1,650
          Scherer Healthcare, Ltd.                                            47            268          1,027
     Waste Management Services Segment                                       626            715            783
     Consumer Healthcare Products Segment                                     -              -               9
     Corporate                                                                -              15             65
                                                                   -------------  -------------  -------------
          Total                                                      $       739    $     1,664    $     3,534
                                                                   -------------  -------------  -------------
                                                                   -------------  -------------  -------------
</TABLE>


(a)  Amount includes a nonrecurring charge of $2,000,000 for fiscal year 1995
     relating to the writedown of two waste incinerator investments.

(b)  Amount includes net assets of discontinued operations of $589,000,
     $897,000, and $3,805,000 for fiscal years 1996, 1995, and 1994,
     respectively.  See Note 4 to Notes to Consolidated Financial Statements
     included elsewhere herein.

                                       -4-

<PAGE>

MEDICAL DEVICE AND SURGICAL/SAFETY DISPOSABLES SEGMENT

Set forth below is information regarding the two companies that comprise this
segment.

MARQUEST MEDICAL PRODUCTS, INC.

OVERVIEW.  Marquest Medical Products, Inc. ("Marquest") was incorporated in 1979
under the laws of the State of Colorado.  During the first half of calendar year
1993, Scherer Healthcare, Inc. and Marquest structured several transactions
whereby the Company obtained a controlling interest in Marquest.  Marquest has
been included in the Company's consolidated financial statements beginning with
the fiscal year ending March 31, 1994.  Marquest's common stock is listed for
trading on The Nasdaq Small Cap Market under the symbol "MMPI".

PRODUCTS.  Marquest manufactures and distributes four major groups of products
for use in the respiratory care, cardiopulmonary support and anesthesia markets.
The largest of these product groups is the Blood Collection Systems for
Diagnostic Testing group.  This group includes a broad line of Marquest
disposable blood gas syringes.  Most revenues in this group are from the sales
of proprietary-designed syringes, which are marketed under the trade names Gas-
Lyte and Quik-ABG.

Marquest's disposable blood gas syringes are used to collect blood for blood gas
analysis routinely performed in hospitals on patients suspected of having
metabolic, respiratory or other cardiopulmonary difficulties.  The blood sample
collected is processed through a blood gas analyzer which is manufactured by
other companies.  In order for the analysis to be meaningful, the collected
sample must remain as free from contamination as possible. Marquest syringes are
specifically designed to minimize contamination.

Marquest's second largest product group is the Aerosolized Medication Delivery
Systems group, consisting primarily of disposable nebulizers.  Nebulizers
atomize medications for inhalation into the lungs.  Marquest offers different
nebulizers to accommodate user preferences as well as the requirements for
different types of respiratory treatment.  Nebulizers are marketed under the
trade names Acorn II-Registered Trademark- and Whisperjet.  The Acorn II-
Registered Trademark- nebulizer is used as part of a circuit package sold under
the name "RespirGard II-Registered Trademark- Nebulizer System".

The RespirGard II-Registered Trademark- Nebulizer System is a device designed
for the administration of aerosolized pentamidine (NebuPent-Registered
Trademark-, a registered trademark of Fujisawa Pharmaceutical Company), a drug
used in the treatment of certain respiratory complications that result from the
AIDS virus (pneumocystis carinii pneumonia).  RespirGard -Registered Trademark-
II is the only nebulizer system specifically recommended by Fujisawa and
referenced in their labeling and use instructions.

Heated Humidification Systems products comprise Marquest's third product group.
These systems consist of three subgroups - humidifiers, heated wire circuits and
humidification chambers.  Heated Humidification Systems provide a flow of moist,
warm air to patients who are at risk from loss of body temperature and drying of
the lung linings.  There are applications for this product group in both
respiratory care and anesthesia.

The fourth product group is the Anesthesia and Respiratory Breathing Systems
group, which includes numerous disposable products for use in respiratory care
and anesthesia.  These products include standard respiratory and anesthesia
circuits, masks, filters, and hyperinflation systems, as well as other
accessories for use in either respiratory therapy or anesthesia administration
applications.

The circuits range from a simple hose connecting the patient to the anesthesia
machine in the operating room to more sophisticated circuits that allow
monitoring of gas temperature and flow into and out of the patient.  Marquest's
disposable masks are designed to eliminate resterilization costs of conventional
reusable masks and represent further steps to reduce the possibility of cross-
contamination in operating rooms.

Marquest's filters are designed to filter particulates and bacteria from any air
or anesthesia line carrying gases to or from a patient.  The filter market
continues to rapidly expand as healthcare providers have increased the emphasis
placed on infection control. Marquest's filters are marketed for use in
respiratory support, principally on ventilators, and anesthesia circuits.
These filters are marketed under the trade names RespirGard, HydroGard, OxyGard,
and SpiroGard.

                                       -5-

<PAGE>

MARKETING AND DISTRIBUTION.  Marquest markets its products domestically and
internationally through company sales personnel and independent distributors.
All of Marquest's current operations and assets are located in the United
States.  The domestic (United States and Canada) and export sales for the last
three fiscal years are presented in the table below.

                                        FY 1996         FY 1995       FY 1994
                                        -------         -------       -------
                                                   (In Thousands)
     Net Sales:
       United States and Canada         $16,699        $16,023        $18,262
       Export Sales                     $ 5,744        $ 4,553        $ 4,204

Marquest focuses substantial resources on marketing and sales.  It emphasizes
in-service training for its clinical customers, distributor training and direct
marketing.  In-service training educates customers about Marquest's products and
is supported by continuing efforts to introduce product design changes that
eliminate application difficulties, such as converting from liquid heparin to a
dried form to eliminate dilutional errors in blood gas analysis tests.  Close
working relationships with medical personnel also have led to the development of
better and safer applications for Marquest's products, such as development of
the RespirGard II -Registered Trademark- nebulizer system circuit, which is used
in the treatment of AIDS-associated respiratory illnesses.

Marquest has identified and pursued opportunities to modify common medical
devices to improve and expand their applications.  Marquest believes that
innovative product line expansion and clinical marketing have been and will
continue to be essential factors in gaining market acceptance for Marquest's
products.

Marquest distributes most of its manufactured products through a network of
respiratory or anesthesia distributors. This network includes hospital supply
distributors as well as over a thousand home healthcare product dealers who
distribute certain of Marquest's products to users in the home.  There are some
direct sales to large hospitals or to hospitals in areas where Marquest has no
dealer support, to government agencies and to original equipment manufacturer
customers.  Marquest's international sales and marketing efforts are managed
from the corporate offices in Englewood, Colorado.  The European, Middle
Eastern, Asian and Pacific Rim territories are managed by independent field
sales representatives and specialty distributors.  Mexican, Central American,
South American, and South African territories are managed using independent
specialty distributors.  Marquest also participates in major international trade
shows annually.

Marquest has invested significant time and financial resources in the
development of its distributor network and views this network as a valuable
asset.  However, Marquest does not believe that the loss of any single
distributor would have a material impact on Marquest's sales as it believes that
any distributor can be replaced within a reasonable period of time, and that in
the interim Marquest can sell its products directly to most of the customers
serviced by each distributor.

During Fiscal 1996, 1995 and 1994, Marquest had one distributor, Tri-Anim Health
Services, Inc. of Sylmar, California, that accounted for 19%, 19% and 18%,
respectively, of Marquest's sales.

PRODUCTION AND RAW MATERIALS.  Marquest's manufacturing and assembly operations
consist primarily of the injection molding and extrusion of certain components
and the assembly and packaging of final products from both purchased and
internally-manufactured sources.  All of Marquest's manufactured products are
disposable and are principally fabricated from molded resins.

Due to economies of scale in production, Marquest purchases certain standardized
components, including needles, syringe barrels, and other supplies from
qualified external sources.  Marquest's material procurement consists of
multiple single source vendors, all of which are subject to qualification
criteria in accordance with Marquest's quality control procedures and policies.
While Marquest endeavors to avoid being dependent on a single source of supply
for any component or raw material by establishing qualified alternate suppliers,
in certain cases it is not economical to use more than one source.  Marquest
emphasizes vendor certification and quality programs to ensure uninterrupted
supplies of raw materials and components.

                                       -6-

<PAGE>

Historically, Marquest has not had a significant backlog of firm orders for its
products.  With the exception of orders for future delivery or for specially
assembled products, most orders are shipped within one week of receipt and
Marquest maintains predetermined levels of finished goods inventories to ensure
timely delivery.  Marquest had a backlog of orders to ship its products of
approximately $158,000 and $99,000 at March 30, 1996 and April 1, 1995,
respectively.

SEASONALITY.  Historically, Marquest has experienced approximately 45% of its
net sales in the first and second quarters of its fiscal year and 55% in the
third and fourth quarters.  Net sales are influenced by patterns in hospital
admissions and discharges.

COMPETITION.  The markets for Marquest's products are highly competitive.  There
are three major competitors in blood gas collection systems, four major
competitors in anesthesia, respiratory and nebulizer products, and two major
competitors in heated humidification products.  Some of Marquest's competitors
have greater financial resources than Marquest.

PRODUCT DEVELOPMENT.  Marquest's product development is guided by its marketing
and sales personnel.  Through their daily contact with existing and potential
customers, marketing and sales personnel attempt to identify needs for new
products and improvements for existing products.

Many risks exist in new product development and there is no assurance that any
of the products currently under development by Marquest can be successfully
developed or, if introduced, will prove to be commercially successful products.

PATENTS, TRADEMARKS, LICENSES AND FRANCHISES.  Marquest holds numerous patents
for its manufactured products.  It also holds licenses from individuals to
manufacture a number of proprietary products.  Marquest makes renewal filings on
patents and trademarks periodically in accordance with Federal regulations.
Patents, trademarks and licenses afford Marquest a measure of protection for its
proprietary products, and Marquest has taken a posture of defending to the
fullest extent possible the rights attendant to the patents, trademarks and
licenses.  However, it has been Marquest's experience that patents offer limited
protection because the degree of specialization in its products is so extensive
that the patents on them can, in some cases, be circumvented.

REGULATION.  Marquest and its products are subject to regulation by the Food and
Drug Administration ("FDA") and virtually all of Marquest's products are subject
to validation as required by Good Manufacturing Practices ("GMP") of the FDA.
The FDA engages in periodic inspections of Marquest's facilities, its products,
and its manufacturing processes.  A May 1991 FDA inspection of Marquest noted
significant deviations from GMP.  This report and a subsequent civil complaint
filed by the FDA culminated in a suspension of Marquest's United States
operations pursuant to a five-year Consent Decree effective October 1, 1991.
The suspension was lifted by the FDA on January 9, 1992 after Marquest
demonstrated substantial compliance with GMP.

During fiscal 1994, the FDA completed a routine inspection of Marquest for
compliance with GMP.  The FDA's inspection report noted two deficiencies
which were addressed and corrected by Marquest.  There were no FDA inspections
of Marquest in fiscal 1995.

The FDA conducted another inspection of Marquest's compliance with GMP in fiscal
1996.  Marquest was issued an inspection report from the FDA with three
observations noted.  Subsequent to March 31, 1996, the FDA again inspected
Marquest's operations and issued a report with six observations noted.  Many of
the deficiencies noted in the FDA's reports refer to the lack of training
regarding assembly, testing and sampling.  Marquest is taking corrective action
in response to the FDA's concerns and has submitted written documentation to the
FDA describing the employee retraining and other changes it has implemented.
The FDA is reviewing Marquest's submission and will verify the implementation of
the new procedures and other corrective actions taken by Marquest at another
inspection which will occur prior to mid-August 1996.  Marquest cannot predict
the outcome of the FDA's inspection or whether or not the FDA will take any
additional actions with respect to these matters.

                                       -7-

<PAGE>

TRANSACTIONS WITH THE COMPANY.  During fiscal 1994, the Company and Marquest
completed a series of transactions designed to improve Marquest's liquidity and
cash flows.  As part of these transactions, Marquest sold to the Company its
arterial blood gas ("ABG") product line, including related equipment, for
$4,500,000 in cash.  The Company then leased the ABG line to Marquest in
exchange for a royalty equal to 3.25% of net ABG product line sales.  Marquest
had the option to repurchase the ABG product line at any time on or prior to May
31, 1996 for $4,500,000 plus $22,500 for each month lapsed between the sale and
the repurchase.  In May 1996, the Company and Marquest agreed to extend the
option period through June 15, 1999.  In 1994, Marquest granted to the Company
warrants to purchase up to 6,580,000 shares of Marquest Common Stock at $.75 per
share as consideration for the original product line repurchase option.

The Company also participated in Marquest's exchange offer for approximately
$12,650,000 of defaulted Marquest Swiss Bonds.  In connection with the exchange
offer, the Company issued 43,516 shares of the Company's 5% Convertible
Preferred Stock to the former holders of the Marquest Swiss Bonds.  As
consideration for the Company's issuance of its Preferred Stock, Marquest issued
to the Company $4,352,000 aggregate principal amount of its 8% Convertible
Promissory Notes due March 1999.  The 8% Notes were convertible into shares of
Marquest Common Stock.  During fiscal 1995, the Company converted $2,500,000 of
the Marquest 8% Notes into 3,333,333 shares of Marquest Common Stock at a
conversion price of $.70 per share..

On March 28, 1996, the Company and Marquest entered into an agreement pursuant
to which the Company converted the remaining balance of $1,852,000 and the
associated accrued interest of $487,000 on the Marquest six-year 8% Notes into
3,340,245 shares of Marquest Common Stock at a conversion price of $.70 per
share.  Additionally, the Company agreed to convert $376,000 in accrued but
unpaid management fees owed to the Company by Marquest into 537,614 shares of
Marquest Common Stock.  As of March 31, 1996, the Company owned 51% of
Marquest's Common Stock.  Marquest has a significant number of warrants, stock
options, and convertible notes that could be converted into Marquest Common
Stock.  Depending upon the amount and timing of conversion of any of these
securities, the Company's ownership percentage in Marquest could vary from 42%
to 66%.  Additionally, the Company has the right to appoint a majority of the
members of Marquest's Board of Directors.

RELATED PARTY TRANSACTIONS.  In December 1995, Scherer Capital, L.L.C. ("Scherer
Cap"), an entity controlled by the majority stockholder of the Company, and
Marquest signed a short-term promissory note enabling Marquest to borrow a
maximum of $1,800,000, of which $1,100,000 was borrowed in December 1995.  The
note was secured by Marquest's inventory and accounts receivable and was due
February 1996.  Marquest repaid $400,000 of the borrowings in January 1996 and
the balance of $700,000 was refinanced under a Loan and Security Agreement (the
"Loan Agreement") signed by Marquest and Scherer Cap on March 28, 1996.  The
Loan Agreement enables Marquest to borrow from Scherer Cap a maximum of
$1,500,000 at an interest rate of 12% over prime, adjusted quarterly.  The rate
was  9.75% as of March 31, 1996.  Any amounts borrowed under the Loan Agreement
are represented by Convertible Notes due April 1, 2001 (the "Scherer Cap Notes")
and are secured by Marquest's inventory, building, and equipment.  Pursuant to
the Loan Agreement, which expires February 28, 2001, the Scherer Cap Notes are
convertible at the option of Scherer Cap into shares of Marquest's Common Stock
at a conversion price of $.70 per share.  As of March 31, 1996, Marquest had
borrowed $700,000 under the Loan Agreement and the Scherer Cap Notes.
Additionally, on March 29, 1996 Scherer Cap purchased 2,061,856 shares of
Marquest Common Stock, representing approximately 15% of the shares outstanding,
for an aggregate purchase price of $1,000,000.

INTERNAL REVENUE SERVICE AUDITS.  During fiscal 1994, Marquest received a
federal income tax refund of approximately $745,000 due to the carryback to
prior years of losses incurred during a temporary suspension of its operations.
Subsequently, the Internal Revenue Service ("IRS") conducted an audit of
Marquest and, in July 1994, determined that Marquest could not carryback the
losses and issued an assessment against Marquest for the return of the full
amount of the refund plus interest.  In June 1995, Marquest negotiated a
repayment plan with the IRS whereby Marquest paid the IRS $400,000 in June 1995
and the remaining balance will be paid in equal monthly installments over a two-
year period.  The IRS has placed a lien on Marquest's manufacturing facility in
Englewood, Colorado to secure payment of these taxes.

EMPLOYEES.  At June 1, 1996, Marquest had approximately 291 employees.
Marquest's employees are not represented by a labor union, and Marquest
considers its employee relations to be good.

                                       -8-

<PAGE>

SCHERER HEALTHCARE, LTD.

OVERVIEW.  The Company owns a 65% interest in Scherer Healthcare, Ltd.
("Scherer, Ltd."), and, through a wholly owned subsidiary, is the sole general
partner.  Scherer, Ltd. was formed in 1987 and had been doing business as Custom
Medical Products until October 1995.  On October 3, 1995, Scherer, Ltd. sold
certain of its assets to Cordis Medical Products, Inc., ("Cordis Medical"), a
wholly owned subsidiary of Cordis Corporation ("Cordis") for approximately
$6,527,000.  The assets sold to Cordis Medical were those used in connection
with Scherer, Ltd.'s business of packing and distributing medical supplies for
surgical procedures and providing nonwoven medical drapes, gowns and accessory
items to hospitals and other healthcare providers (the "Medical Business").  The
assets acquired by Cordis Medical consisted primarily of Scherer, Ltd.'s plant
and land located in Asheville, North Carolina, furniture and fixtures, machinery
and equipment, inventory, and other intangible property related to the Medical
Business.  Cordis Medical also agreed to assume all accounts payable related to
the Medical Business and certain other specifically identified liabilities,
including the mortgage on Scherer, Ltd.'s Asheville facility.

Prior to the transaction with Cordis Medical, Scherer, Ltd. was the primary
supplier of disposable surgical trays for Cordis.  Under a contract between
Scherer, Ltd. and Cordis, Scherer, Ltd. assembled the surgical disposable trays
under the Cordis private label and shipped the trays directly to Cordis'
hospital customers.  In fiscal 1994, the first year of the Cordis relationship,
sales of surgical trays accounted for approximately 9% of Scherer, Ltd.'s total
sales and approximately 32% of fiscal 1995's total sales.

Scherer, Ltd. continues under the name Protective Disposable Apparel in the
business of providing nonwoven disposable industrial apparel and related
products to the industrial safety and environment controlled clean room and
scientific markets (the "Industrial Business").  Scherer, Ltd. continues to
operate in the Asheville, North Carolina area.  Its line of disposable
industrial apparel and related products includes protective coveralls, frocks,
boot covers, and headware.

PRODUCTION AND RAW MATERIALS. Scherer, Ltd.'s products are made primarily of
nonwoven fabrics.  Raw materials are readily available from multiple sources.

Scherer, Ltd.'s protective coveralls and frocks are manufactured by contracted
independent workshops located in Haiti and Mexico.  The Company has located
several back-up facilities in the United States that could manufacture the
coveralls and frocks should the international manufacturing become impractical.

MARKETING AND DISTRIBUTION. Scherer, Ltd. markets its products domestically from
its administrative offices in Arden, North Carolina.  Its primary market focus
is on environment controlled clean room, industrial safety, and scientific
distributors.  These markets are serviced by its sales and marketing team
located in North Carolina and by a group of approximately fourteen independent
sales representatives.

Scherer, Ltd. had two distributors, Tetech, Inc. and VWR Scientific Products,
that accounted for 19% and 16%, respectively, of its total sales in fiscal 1996.

In addition to the manufacture and distribution of its protective coveralls and
frocks, Scherer, Ltd. acts as a master distributor for independent manufacturers
of certain protective apparel such as masks, gowns and shoe covers.  Sales of
these products account for approximately 20% to 25% of Scherer, Ltd.'s total
sales.

COMPETITION.  The market for Scherer, Ltd.'s products is very competitive and
includes numerous major manufacturers and distributors. Scherer, Ltd. emphasizes
innovative quality products that are generally offered at prices less than the
competition in its approach to market competition.

REGULATION.  Some of Scherer, Ltd.'s products are regulated by the FDA.  There
have been no direct inspections by the FDA in the last three years.

EMPLOYEES. Scherer, Ltd. has 5 employees.

                                       -9-

<PAGE>

WASTE MANAGEMENT SERVICES SEGMENT

OVERVIEW.  The Company operates its medical waste management services segment
through Bio Systems Partners and Medical Waste Systems, Inc. (collectively, "Bio
Systems").  The Company owns a 60% general partner interest in Biosystems
Partners, a Georgia partnership.  Medical Waste Systems, Inc. is a Delaware
corporation and is wholly owned by the Company.  Bio Systems assists hospitals,
clinics, doctors and other healthcare facilities with the control and disposal
of infectious medical waste, including sharp-edged waste such as scalpels,
syringes and needles.

Bio System provides services throughout the Northeastern United States, the Mid-
Atlantic states and the metropolitan Chicago market.

Bio Systems' sharp-edged medical waste management programs are designed to
reduce a medical facility's costs and risks associated with disposal of used
scalpels, needles, syringes, and other sharp-edged waste.  Bio Systems
incorporates reusable containers in its systems, providing the medical facility
with a more environmentally friendly alternative to traditional disposable
plastic containers.

Bio Systems maintains a fleet of licensed trucks and trailers to transport
medical waste to its processing facility, where it is sterilized, pulverized and
made available for recycling or disposal via landfill or incineration.  During
fiscal 1996, Bio Systems consolidated its operations by transferring the medical
waste processing operations at its facility located near Philadelphia,
Pennsylvania to its processing facility in Long Island, New York.  The
Pennsylvania facility is used to assemble, manage and store its reusable medical
waste containers.  Medical waste collected by Bio Systems in the metropolitan
Chicago area is processed under a contract with a third party.

MARKETING.  Bio Systems markets its services through advertising in hospital
industry publications, direct mail and direct contact by Bio Systems' sales
personnel.  Customers include hospitals, clinics, and physician offices.
Services to hospitals are typically provided under contracts of at least one
year.  No single customer accounts for over 10% of Bio Systems' sales revenues.
Bio Systems operates 365 days a year.  Its services are not seasonal or subject
to backlog.

COMPETITION.  Bio Systems has three major competitors.  Even though Bio Systems
faces significant competition in each of its market areas it believes it has a
strong competitive position because of its reusable sharps containers and
personalized services.

REGULATION.  The waste management business is subject to a variety of federal,
state and local regulations concerning the collection, transportation,
processing, and disposal of medical and infectious waste.  New regulations are
frequently promulgated, compliance with which could have a material adverse
effect on Bio Systems' business.  Management is not aware of any pending
regulations that would have such a material adverse effect.

EMPLOYEES.  Bio Systems has approximately 110 employees.  Drivers, technicians
and processing personnel in New York and drivers and warehouse personnel in
Pennsylvania are covered by collective bargaining agreements representing
approximately 68% of Bio Systems employees.  Bio Systems entered into a three-
year collective bargaining contract in June 1993 with the union for its New York
employees and a three-year contract in October 1993 with the union for its
Pennsylvania employees.  In June 1996, the New York union employees ratified a
new three-year contract.  Management considers its employee relations to be
good.

CONSUMER HEALTHCARE PRODUCTS SEGMENT

OVERVIEW.  In 1981, the Company acquired Scherer Laboratories, Inc., ("Scherer
Labs"), a Texas corporation originally incorporated in 1903.  Scherer Labs
markets brand name and generic over-the-counter ("OTC") drugs and one
prescription ("Rx") drug.  The OTC products are principally products used for
treatment of colds and coughs, eye and ear irritations and insect bites.
Scherer Labs intends to discontinue the sale of its Rx product in fiscal 1997
due to an impractical increase in the cost to manufacture.  Sales of the Rx
product were $12,000, $24,000 and $55,000 in fiscal 1996, 1995, and 1994,
respectively.  Management does not believe that the loss of these sales will
have a material effect on the Company.

Scherer Labs carries an inventory sufficient to cover planned sales
requirements.  Scherer Labs' return policy is consistent with the drug industry,
with annual returns during the last three years of less than 2.0% of total
annual sales.

                                      -10-

<PAGE>

Scherer Labs' current line of OTC products are manufactured by third party
contractors using Scherer Labs' formulas.  Scherer Labs employs one individual
in Dallas, Texas as the division's General Manager who administers all sales,
marketing, purchasing and relations with suppliers and contractors.  Warehousing
and distribution services are performed on a contract basis with a public
warehouse.  Two employees at the Company's corporate headquarters in Atlanta
perform all accounting and customer service functions including order
processing, accounts receivable, accounts payable and inventory control.

SEASONALITY.  The sales of most of Scherer Labs' products are evenly distributed
throughout the year.  The majority of three of Scherer Labs OTC products,
however, are purchased by consumers during the summer months.  As a result of
this seasonal activity, 35% of Scherer Labs' sales occur during the first fiscal
quarter (April through June) of each fiscal year.

CUSTOMERS.  Scherer Labs markets its products primarily to drug and food stores,
mass market retailers, drug wholesalers, and government agencies.  The majority
of the sales are through retailers located in the Southwest region of the United
States with approximately 35% of sales to retail outlets located in other areas
of the country.  Sales to Wal-Mart Stores in fiscal 1996 represented
approximately 45% of total sales.  These sales were through McKesson Drug Co.,
Wal-Mart's primary wholesaler, and account for over 80% of McKesson's total
purchases from Scherer Labs.  The loss of Wal-Mart would have a material adverse
effect on Scherer Labs' ability to continue to operate profitably.

COMPETITION.  Scherer Labs' products are subject to competition from national,
regional, and store brands of similar or identical  formulations.  Emphasis is
placed on Scherer Labs' long history and product quality and pricing at or near
the pricing levels of generic products.  Marketing activities focus on in-store
price specials and other promotional allowances.

REGULATION.  Scherer Labs' products are regulated by the FDA.  Licensing is
required by certain states where product sales occur.  Licenses and
registrations are renewed annually.  There have been no government inspections
of Scherer Labs in the last three years and there are no pending matters between
Scherer Labs and any federal or state regulatory agencies.

DISCONTINUED PHARMACEUTICAL RESEARCH AND DEVELOPMENT SEGMENT

Biofor, Inc. ("Biofor"), a majority owned subsidiary of the Company which had
been operating the Company's Pharmaceutical Research and Development Segment,
was engaged in research to identify and develop new drug compounds.  Since its
inception on June 29, 1986, Biofor has expended over $20 million in cash funding
from the Company and affiliates of the Company.  In July 1995, after attempts to
locate a purchaser for Biofor, Biofor ceased further drug design efforts and
concentrated solely on the Ono research contract discussed below.  When the Ono
contract expired in March 1996, Biofor discontinued all operations and the
Company abandoned all operations of Biofor.

Prior to the discontinuance of its operations, Biofor focused its drug design
efforts on arthritis and osteoarthritis as well as the treatment for acute pain.
Biofor's lead compound, BF-389, is an anti-inflammatory analgesic which
preliminary Phase I clinical trials indicated was not sufficiently bioavailable
when administered orally in humans.  Other delivery methods that would allow
oral administration of the compound were pursued by Biofor without success.

Since October 1990, Biofor and Ono Pharmaceutical Company, Ltd. ("Ono") had
entered into two Research and Collaboration Agreements pursuant to which they
jointly researched compounds.  Biofor utilized its exclusive M-CADD "artificial
intelligence" software and its scientists experienced in using M-CADD while Ono
provided funding and clinical testing of any compounds discovered.  The first
contract expired in fiscal 1994 and the second expired March 1996.
Substantially all of Biofor's revenues since 1990 were derived from these
contracts.

The remaining property and equipment of Biofor primarily consists of land, a
30,000 square foot building owned by Biofor, and computer and laboratory
equipment.  The assets have been written down to their estimated net realizable
value and the Company recorded a provision of $50,000 for the estimated shutdown
costs.

The Company is currently seeking a purchaser for all the remaining assets of
Biofor.

                                      -11-

<PAGE>

ITEM 2. PROPERTIES

The Company's major facilities follow:

     MEDICAL DEVICE AND SURGICAL/SAFETY DISPOSABLES SEGMENT:
          Marquest Medical Products, Inc.
                    Englewood, Colorado - 88,000 square foot facility owned by
                    Marquest which includes 58,000 square feet of manufacturing
                    and warehouse space and 30,000 square feet of administrative
                    offices.
               Aurora, Colorado - 45,000 square foot leased warehouse.

          Scherer Healthcare, Ltd.
               Arden, North Carolina - 1,700 square feet of administrative
                    office space leased by Scherer Healthcare, Ltd.
               Woodfin, North Carolina - 2,500 square foot leased warehouse
                    facility.


     WASTE MANAGEMENT SERVICES SEGMENT:
          Bio Systems Partners
               Farmingdale, New York - 17,000 square foot facility leased by Bio
                    Systems Partners which includes 3,000 square feet of
                    administrative office space and 14,000 square feet of space
                    housing Bio Systems' medical waste processing operations.
          Medical Waste Systems, Inc.
               Warminster, Pennsylvania - 11,900 square foot facility leased by
                    Medical Waste Systems, Inc. which includes 1,900 square feet
                    of administrative office space and 10,000 square feet of
                    warehouse and storage space.
               Haverhill, Massachusetts - 4,000 square foot transfer station
                    leased by Medical Waste Systems, Inc.

     CONSUMER HEALTHCARE PRODUCTS SEGMENT:
          Scherer Laboratories, Inc.
               Plano, Texas - 300 square foot facility leased by Scherer Labs
                    and used as a sales office.


     CORPORATE SEGMENT:
          Scherer Healthcare, Inc.
               Atlanta, Georgia - 10,100 square feet of leased office space
                    shared with Scherer Scientific, Ltd. and related entities.
                    See "Item 13. Certain Relationships and Related
                    Transactions."
          Biofor, Inc.
               Waverly, Pennsylvania - 30,000 square foot building owned by
                    Biofor.

The Company believes the facilities in all locations are adequate for the
current and anticipated future level of activities.

ITEM 3. LEGAL PROCEEDINGS

A products liability action was filed against Marquest in California in 1990
which was defended and settled during the trial by its insurance company,
Hartford Specialty Company.  Under the insurance policy, Marquest may be
responsible for a $250,000 self insured retention plus the cost of defense.
Marquest has claimed that Hartford Specialty Company mishandled the lawsuit and
has declined to pay.  Marquest was sued by Hartford Specialty Company in
District Court, Arapahoe County, Colorado in February 1994 alleging damages of
up to $540,000.  Subsequent to March 31, 1996, Marquest entered into a
settlement agreement with Hartford Specialty Company pursuant to which Marquest
is required to pay the insurance company $170,000.

                                      -12-

<PAGE>

The Company, through a subsidiary, owns a 60% interest in Bio Systems Partners
("BSP") which operates in the Company's Waste Management Services Segment.
Pursuant to summary judgment granted in a civil action filed in the United
States District Court for the Eastern District of New York in March 1994, the
Company's subsidiary is required to buyout the 40% equity interest of its
minority partner in BSP.  Pursuant to the partnership agreement, the Company and
the minority partner performed separate appraisals of the minority interest.
The separate appraisals were not consistent, therefore, a third appraiser,
selected by the partners, has been retained to review each of the valuations and
determine the final valuation and purchase price.

The Company is a party to certain other legal proceedings, however, it does not
anticipate that any of such proceedings will have any material adverse affect on
its financial condition or results of operations.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

There were no matters submitted to security holders for vote during the quarter
ended March  31, 1996.

ITEM 4A.  EXECUTIVE OFFICERS OF THE COMPANY

The names, ages at June 1, 1996, and positions with the Company of the executive
officers, including all positions and offices with the Company held by such
persons, are listed below.  Unless otherwise stated, each executive officer has
held their position for at least the last five years.  All officers are elected
for one year terms or until their respective successors are chosen.  There are
no family relationships among the executive officers nor is there any agreement
or understanding between any officer and any other person pursuant to which the
officer was elected.

     Name and Age                  Positions with the Company
     ------------                  --------------------------

     Robert P. Scherer, Jr., 63    Director of the Company since 1977; Chairman
                                   of the Board of Directors and Chief Executive
                                   Officer of the Company since February 1995.
                                   Chairman of the Board, Director and Chief
                                   Executive Officer of Marquest since February
                                   1995.  A Director, executive officer and
                                   controlling stockholder of RPS Investments,
                                   Inc. and affiliates since their respective
                                   formation.

     William J. Thompson, 62       President, Chief Operating Officer and
                                   Director of the Company since August 1984.
                                   President and Chief Operating Officer of
                                   Marquest since February 1995 and Director
                                   since 1993.

     Amy M. Murphy, 29             Vice President of Corporate Operations and
                                   Secretary of the Company since February 1995;
                                   Executive Vice President and Secretary of RPS
                                   Investments, Inc. and affiliates since
                                   February 1995.  Executive Assistant to the
                                   President for CompuPharm, Inc. from November
                                   1994 to February 1995; various positions with
                                   RPS Investments, Inc. and affiliates from May
                                   1992 to November 1994 and Assistant to the
                                   Provost, University of Maine from 1987 to
                                   1992.
     Gary W. Ruffcorn, 34          Director of Finance and Accounting of the
                                   Company since April 1995;  Principal
                                   Financial and Accounting Officer of the
                                   Company since August 1995.  Prior to joining
                                   the Company, Mr. Ruffcorn held various
                                   accounting positions with Ogden Projects,
                                   Inc., including Assistant
                                   Controller/Directorof Accounting, from March
                                   1988 to March 1995.

                                       -13

<PAGE>

                                     PART II


ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS

COMMON STOCK
At March 31, 1996, there were approximately 2,105 shareholders of record of the
Company's Common Stock.  The Company's Common Stock is traded on The Nasdaq
National Market under the symbol "SCHR".  The following table sets forth the
high and low closing sale prices per share as reported by Nasdaq for the periods
indicated:

                             Fiscal               Fiscal
                              1996                 1995
                      -------------------    ----------------
                       High          Low      High       Low
                      ------        -----    ------     -----
     First Quarter    $  7         $  5      $ 23      $ 18 1/2
     Second Quarter      5 1/2        2        23        20
     Third Quarter       5            2 1/2    23        20
     Fourth Quarter      5            2 1/4    20 1/8     5

On June 20, 1996, the closing price of the Common Stock was $3 3/4:.

While there are no restrictions to prevent the payment of dividends, the Company
has not paid a cash dividend in its history and does not anticipate paying a
cash dividend in the near future.

ITEM 6. SELECTED FINANCIAL DATA

The following selected financial data concerning the Company for and as of the
end of each of the years in the five year period ended March 31, 1996 are
derived from the financial statements of the Company.  The selected financial
data is qualified in its entirety by the more detailed information and financial
statements, including the notes thereto, included elsewhere in this report.  The
financial statements of the Company as of March 31, 1996 and 1995 and for each
of the years in the three year period ended March 31, 1996, and the report of
Arthur Andersen LLP thereon, are included elsewhere in this report.

<TABLE>
<CAPTION>

                                                       SELECTED FINANCIAL DATA
                                                (IN THOUSANDS EXCEPT PER SHARE DATA)

                                                                                      YEAR ENDED MARCH 31,
                                                               -------------------------------------------------------------------
                                                                1996           1995           1994           1993           1992
                                                                ----           ----           ----           ----           ----
<S>                                                            <C>            <C>            <C>            <C>
Net sales. . . . . . . . . . . . . . . . . . . . . . .         $41,857        $42,802        $41,229        $20,323        $20,205
Cost of goods sold . . . . . . . . . . . . . . . . . .         $28,540        $32,009        $30,641        $14,303        $14,474
Selling, general and administrative expenses . . . . .         $12,769        $14,281        $13,533         $6,102         $6,042
Research and development expenses. . . . . . . . . . .            $155           $140           $126              -              -
Nonrecurring charges . . . . . . . . . . . . . . . . .               -         $2,000              -              -              -
Other income (expense) . . . . . . . . . . . . . . . .          $2,828        $(1,133)          $218         $1,518           $281
Minority interest in net income (loss) . . . . . . . .             $(5)        $1,927         $1,992           $(17)         $(146)
Income (loss) from continuing operations . . . . . . .          $2,668        $(4,637)          $157         $1,135          $(418)
Income (loss) from continuing operations per share . .           $0.60        $ (1.09)        $ 0.04         $  .29       $  (0.11)
Loss from discontinued operations. . . . . . . . . . .           $(920)       $(5,534)       $(4,795)       $(2,606)       $(1,040)
Average shares outstanding . . . . . . . . . . . . . .           4,421          4,255          3,954          3,919          3,905
Total assets . . . . . . . . . . . . . . . . . . . . .         $34,443        $41,528        $51,907        $29,950        $34,853
Total long-term liabilities. . . . . . . . . . . . . .          $5,638         $5,316       $ 4,617            $511        $   598
Stockholders' equity . . . . . . . . . . . . . . . . .         $16,174        $14,486       $24,657        $20,708         $21,845
Cash dividends . . . . . . . . . . . . . . . . . . . .               -              -              -              -              -
</TABLE>

                                      -14-

<PAGE>

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

OVERVIEW

The Company, through its subsidiaries and majority owned partnerships, operates
in several areas of the healthcare and industrial safety room industry.  It
manufactures and distributes healthcare and industrial safety room specialty
products, provides disposal of certain medical waste, and markets certain over-
the-counter and generic drugs.  See "Item 1. Business" for a more detailed
description and discussion of each of the Company's segments.

RESULTS OF OPERATIONS

NET SALES.  The following table sets forth the net sales of each segment of the
Company's business for the last three fiscal years (in thousands):
<TABLE>
<CAPTION>

                                                              Year Ended March 31,
                                           -----------------------------------------------------------
                                                 1996                 1995                1994
                                           ------------------- ------------------- -------------------
<S>                                        <C>         <C>     <C>         <C>     <C>         <C>
Net Sales:
Medical Device and
   Surgical/Safety Disposables Segment
        Marquest                           $22,443     53.6%   $20,576     48.1%   $22,466     54.5%
        Scherer, Ltd.                        7,555     18.0     11,203     26.2      8,091     19.6
Waste Management Services Segment           10,753     25.7     10,039     23.4      9,670     23.5
Consumer Healthcare Products Segment         1,106      2.7        984      2.3      1,002      2.4
                                          ---------  -------- ---------  -------- ---------  --------
     Company Totals                        $41,857    100.0%   $42,802    100.0%   $41,229    100.0%
                                          ---------  -------- ---------  -------- ---------  --------
                                          ---------  -------- ---------  -------- ---------  --------
</TABLE>


FISCAL 1996 VS. FISCAL 1995  (NET SALES)

The Company's net sales decreased by 2% to $41,857,000 for fiscal 1996 from
$42,802,000 for fiscal 1995; however, fiscal 1995 includes twelve months of net
sales for the Medical Business, or $9,865,000, and fiscal 1996 includes only six
months of net sales for the Medical Business, or $5,344,000, which was sold in
October 1995.

Marquest's net sales increased 9% to $22,443,000 in fiscal 1996 from $20,576,000
in fiscal 1995.  Marquest's sales for the first quarter of fiscal 1995 were low
due to a decline in sales to hospitals which Marquest believes was due primarily
to the uncertainties relating to proposed healthcare reform.  Also, many of
Marquest's distributors purchased high levels of product during the fourth
quarter of fiscal 1994 which depressed Marquest's sales in the first quarter of
fiscal 1995.  In fiscal 1996, Marquest implemented a network of independent
manufacturer's representatives which supplements its sales force.

Scherer, Ltd.'s net sales decreased 33% to $7,555,000 in fiscal 1996 from
$11,203,000 in fiscal 1995; however, fiscal 1995 includes twelve months of net
sales for the Medical Business, or $9,865,000, and fiscal 1996 includes only six
months of net sales for the Medical Business, or $5,344,000.  Scherer, Ltd.'s
net sales for the Industrial Business increased 65% to $2,211,000 for fiscal
1996 from $1,338,000 in fiscal 1995.  This increase in net sales is primarily
due to the introduction of two new fabric lines in late fiscal 1995.

Net sales in the Company's Waste Management Services Segment increased
approximately 7% to $10,753,000 in fiscal 1996 from $10,039,000 in fiscal 1995.
The increase in sales is due to the continuing acquisition of new medical waste
disposal contracts with hospitals.

Net sales for the Consumer Healthcare Products Segment increased 12% to
$1,106,000 for fiscal 1996 from $984,000 for fiscal 1995.  This segment achieved
a record level of sales of certain over-the-counter products during the first
quarter of fiscal 1996.  The sales growth can be attributed to an increase in
sales to a primary wholesaler to Wal-Mart.



                                      -15-

<PAGE>

FISCAL 1995 VS. FISCAL 1994  (NET SALES)

Net sales in fiscal 1995 increased 4% to $42,802,000 from $41,229,000 in fiscal
1994.

Marquest's net sales declined 8% to $20,576,000 in fiscal 1995 from $22,466,000
in fiscal 1994.  Net sales in fiscal 1994 were positively impacted due to
fulfillment of a backlog of orders from consolidation of a manufacturing plant
in Mexico and a distribution facility in Arizona to its headquarters in
Colorado.  At the beginning of the second quarter of fiscal 1995, Marquest
implemented a territorial reorganization of its distributors, dropping certain
nonperforming distributors and expanding the territories of other distributors.
As anticipated, this resulted in a loss of sales as not all business to
customers of discontinued distributors was retained by Marquest.

Scherer, Ltd.'s net sales increased 38% to $11,203,000 in fiscal 1995 from
$8,091,000 in fiscal 1994 due primarily to entries into two new market segments
during the third quarter of fiscal 1994.  The private label surgical tray
product for Cordis Corporation contributed $2,664,000 of the increase and the
disposable specialty apparel segment, which sells to safety and clean room
markets, contributed the rest of the increase.

Net sales increased approximately 4% at the Waste Management Segment due to the
continuing acquisition of new hospital contracts.

There were no significant changes in the net sales of other segments in fiscal
1995.

COSTS AND EXPENSES.  The following table sets forth the percentage relationship
which the expense line items in the consolidated statement of operations bear to
total revenue:

                                                   Percentage of Revenue
                                                   Year Ended March 31,
                                                ---------------------------
                                                  1996     1995      1994
                                                --------  -------  --------
Net Sales                                        100.0%    100.0%   100.0%
Costs and Expenses:
   Cost of good sold                              68.2     74.8      74.3
   Selling, general, and administrative           30.5     33.4      32.8
   Research and development                        0.4      0.3       0.3
   Nonrecurring charges                            -        4.7       -
                                                --------  -------  --------
      Operating income (loss)                      0.9%   (13.1)%    (7.4)%
                                                --------  -------  --------
                                                --------  -------  --------

The following table sets forth the Company's operating margins by operating
segment and on a consolidated basis:

                                                    Year Ended March 31,
                                                ---------------------------
                                                  1996     1995      1994
                                                --------  -------  --------
Medical Device and Surgical/Safety
  Disposables Segment:
    Marquest                                       2.3%   (13.1)%   (11.9)%
    Scherer, Ltd.                                 (4.4)    (8.1)     (5.2)%
Waste Management Services Segment                  8.6      7.9       5.2
Consumer Healthcare Products Segment              33.3     24.8      28.5
Consolidated                                       0.9%   (13.1)%    (7.4)%





                                      -16-

<PAGE>

FISCAL 1996 VS. FISCAL 1995  (COSTS AND EXPENSES)

The Company reported operating income of $393,000 in fiscal 1996 compared to an
operating loss of $5,628,000 in fiscal 1995.  The fiscal 1995 operating loss
includes a nonrecurring charge of $2,000,000 for the writedown of two waste
incinerator investments.

Marquest reported operating income of $510,000 in fiscal 1996 compared to an
operating loss of $2,696,000 in fiscal 1995.  This improvement is a result of
the increase in sales discussed above combined with an emphasis on cost
reduction.  Marquest reduced manufacturing costs and administrative expenses by
reductions in personnel, improved operational efficiencies and increased
vertical integration of the manufacturing processes.  Additionally, the increase
in the manufacturing volume helped improve overhead absorption.

Scherer, Ltd.'s operating loss decreased 63% to $335,000 in fiscal 1996 from
$912,000 in fiscal 1995.  In fiscal 1995, Scherer, Ltd. experienced substantial
losses (approximately $700,000) under its surgical trays contract with Cordis.
Effective April 1, 1995, Scherer, Ltd. entered into a new agreement with Cordis
which required Cordis, among other things, to reimburse Scherer, Ltd. a monthly
shortfall amount ($52,000 per month for the period April to July 1995 and
$42,500 per month for the months of August and September 1995) to help offset
monthly losses incurred under the contract.  The contract was terminated upon
the sale of the Medical Business to Cordis Medical in October 1995.  Primarily
as a result of the new contract, the Medical Business reported operating income
of $164,000 in fiscal 1996 compared to an operating loss of $559,000 in fiscal
1995.  The Industrial Business of Scherer, Ltd. increased its operating loss 41%
to $499,000 in fiscal 1996 from $353,000 in fiscal 1995.  The Company is
reviewing the operating losses relating to the Industrial Business and is
evaluating the areas in which Scherer, Ltd. can reduce operating costs to
improve its margins.  In late fiscal 1996, Scherer, Ltd., which is currently
operating under the name Protective Disposable Apparel, moved the manufacture of
its lab coats to a new workshop where Scherer, Ltd. was able to negotiate better
labor rates.  Additionally, Scherer, Ltd. intends to redesign some of its
products in an attempt to reduce raw materials and may discontinue the sales of
some of its low margin products.

The Waste Management Services Segment increased its operating income 17% to
$924,000 in fiscal 1996 from $790,000 in fiscal 1995.  The operating improvement
can be attributed to a decrease in insurance expense and a one-time sales tax
expense in fiscal 1995 pursuant to a three year assessment from a sales tax
audit.  This segment has reported consistent increases in net sales but has
struggled to improve its operating margins because of pricing pressures in both
the hospital and physician markets.

Operating income improved 51% to $368,000 in fiscal 1996 from $244,000 in fiscal
1995 at the Company's Consumer Healthcare Products Segment.  This increase can
be directly attributed to the increase in sales for this segment discussed
above.

FISCAL 1995 VS. FISCAL 1994  (COSTS AND EXPENSES)

The Company's operating loss increased to $5,628,000 in fiscal 1995 from an
operating loss of $3,071,000 in fiscal 1994.  The fiscal 1995 operating loss
includes a nonrecurring charge of $2,000,000 for the writedown of two waste
incinerator investments.

Marquest's fiscal 1995 operating loss of $2,696,000 changed very little from
fiscal 1994's operating loss of $2,679,000 despite a $1,890,000 sales decrease
in fiscal 1995.  This was primarily due to the previously discussed
consolidation of the manufacturing and distribution facilities, plus focused
emphasis on improvement programs developed to reduce cost while improving the
quality of Marquest's products and customer service.

At Scherer, Ltd., the increase in the operating loss for fiscal 1995 from
$421,000 in fiscal 1994 to $912,000 in fiscal 1995 was due principally to losses
relating to the Cordis surgical tray business.

The Waste Management Segment operating income improved by approximately $288,000
from $502,000 in fiscal 1994 to $790,000 in fiscal 1995.  This is a particularly
positive result in light of the downward price pressure in both the hospital and
physician's markets, and is a direct result of a successful cost reduction
program initiated early in fiscal 1995.

The Company also had investment writedowns of $2,000,000 during fiscal 1995
relating to two waste incinerator investments at its waste incineration
subsidiaries and $537,000 for an unsuccessful attempt to acquire another
company.

                                      -17-


<PAGE>

INCOME TAXES.  The Company recorded an income tax provision of $548,000 in
fiscal 1996 and had tax benefits of $197,000 and $1,018,000 in fiscal years 1995
and 1994, respectively.  Marquest recorded a tax provision of $697,000 in fiscal
1996 as a result of its settlement with the IRS with respect to tax issues
related to previous years.  In fiscal 1996, the Company (excluding Marquest)
utilized tax loss carryforwards and reduced its valuation allowance accordingly.
Prior to fiscal 1996, the Company significantly increased its valuation
allowance against its deferred tax assets mainly related to the tax loss
carryforwards.

The Company's ability to generate taxable income from operations is dependent
upon various factors, many of which are beyond management's control.
Accordingly, there can be no assurance that the Company will generate future
taxable income.  Therefore, the realization of the deferred tax assets will be
assessed periodically based upon the Company's current and anticipated results
of operations.

LIQUIDITY AND CAPITAL RESOURCES

THE COMPANY

CASH FLOWS FROM OPERATIONS.
The Company's (excluding Marquest) operating activities provided cash from
continuing operations of approximately $2,123,000 in fiscal 1996 compared to
approximately $350,000 in fiscal 1995.  The improvement  in operating cash flows
can primarily be attributed to the collection of the remaining Scherer, Ltd.
accounts receivable associated with the Medical Business and the overall
improvement of Scherer, Ltd.'s working capital management prior to the sale of
the Medical Business to Cordis Medical.  Cordis paid all amounts owed
(approximately $560,000) to Scherer, Ltd. at the time of closing for services
provided under the contract to assemble surgical disposable trays.
Additionally, as part of the terms of the sale agreement, Scherer, Ltd. retained
all accounts receivable associated with the Medical Business, of which
approximately $800,000 was collected in the second half of fiscal 1996.  During
fiscal 1994 and into the first half of fiscal 1995, Scherer, Ltd. made
significant inventory purchases in anticipation of projected sales increases
under the Cordis contract.  The anticipated level of sales did not materialize
and an effort was made to reduce inventory levels in fiscal 1995 and continued
through the first half of fiscal 1996.

The Company's decision to discontinue the operations of Biofor should reduce
operating cash flow requirements in future periods.  The net cash used by
Biofor's operations was approximately $1,564,000 and $2,105,000 for fiscal years
1996 and 1995, respectively.

CASH FLOWS FROM FINANCING AND INVESTING ACTIVITIES.
Prior to fiscal 1996, Scherer Scientific, Ltd., Scherer Cap, and RPS
Investments, Ltd., entities controlled by the majority stockholder of the
Company, made loans (the "Affiliate Loans") to the Company and its subsidiaries
the proceeds of which were used primarily for working capital and business
acquisitions.  The Affiliate Loans are payable on demand and bear interest at
prime rate plus .5%.  The Company used $4,800,000 of the net proceeds from the
sale of the Medical Business to Cordis Medical to repay a portion of the
Affiliate Loans.  The Company and the affiliates intend to restructure the
remaining balance of the Affiliate Loans, approximately $2,286,000 at March 31,
1996, to include fixed payment terms, uniform interest rates, cross
collateralization and guarantees.

During the first quarter of fiscal 1996, the Company terminated its $3,200,000
line of credit with Trust Company Bank (now SunTrust Bank).  This line was fully
collateralized by cash investments.  The Company determined that the line
provided no net financial leverage and converted the collateral previously used
to secure the line of credit into operating cash.  Available cash balances are
invested in repurchase agreements (principally U.S. Treasuries) daily.

During the third quarter of fiscal 1996, the Company and Scherer Cap had
discussed a line of credit arrangement that would have been available as an
additional capital resource.  The discussions ended after it was decided the
line of credit wasn't necessary because the Company's cash flow is sufficient to
maintain its current operations.


                                      -18-

<PAGE>

MARQUEST

With the exception of executive management, Marquest operates independent of the
Company.

Marquest's cash used for operating activities decreased to approximately $79,000
in fiscal 1996 from $994,000 in fiscal 1995.  The improvement can be attributed
to the increase in sales during fiscal 1996 combined with the successful
implementation of cost reduction programs.

In December 1995, Marquest signed a promissory note with Scherer Cap, an entity
controlled by the majority stockholder of the Company, for maximum borrowings of
$1,800,000, of which $1,100,000 was borrowed in December 1995 primarily for
working capital purposes.  Marquest repaid $400,000 of the borrowings in January
1996 and the balance of $700,000 was repaid in March 1996 from borrowings under
a Loan and Security Agreement (the "Loan Agreement") entered into by Marquest
and Scherer Cap.  The Loan Agreement, which expires February 28, 2001, enables
Marquest to borrow a maximum of $1,500,000 at  an interest rate of prime plus
1 1/2%.  Any amounts borrowed under the Loan Agreement are represented by
Convertible Notes that are convertible into shares of Marquest Common Stock at
the option of Scherer Cap.  As of March 31, 1996, Marquest had borrowed $700,000
under the Loan Agreement.  Additionally, Scherer Cap invested $1,000,000 in
Marquest on March 29, 1996 through the purchase of 2,061,856 shares of Marquest
Common Stock.

Marquest is currently negotiating with a bank for a line of credit that would be
secured by its accounts receivable.  The line of credit would be available
primarily for working capital needs.  Marquest expects to complete negotiations
and secure the line of credit during the second quarter of fiscal 1997.

Planned capital investment for fiscal 1997 is approximately $1,000,000 for
facilities and process improvements which Marquest will fund through internally
generated funds and, if necessary, the $800,000 of available borrowings under
the Loan Agreement with Scherer Cap.

Marquest's management believes that it can fund its current operating levels and
meet its obligations during fiscal 1997 from cash on hand and from internally
generated funds.  To the extent that fiscal  1997's operations do not meet
projected levels, Marquest's planned investment in capital expenditures for
fiscal 1997 will be reduced accordingly.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The financial statements of the Company are set forth on pages F-1 through F-21
of this report.  The reporting of selected quarterly financial data specified by
Item 302 of Regulation S-K is not required for the Company.


ITEM 9. DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.





                                      -19-

<PAGE>

                                    PART III

Certain information required by Part III is omitted from this report but is
incorporated herein by reference to the Company's definitive Proxy Statement for
the 1996 Annual Meeting of Shareholders (the "Proxy Statement").  Such Proxy
Statement will be filed with the Securities and Exchange Commission not later
than 120 days after March 31, 1996.

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF REGISTRANT

In accordance with General Instruction G(3) of the Form 10-K, the information
relating to the directors of the Company, including directors who are executive
officers of the Company, is set forth under the caption "Election of Directors"
in the Proxy Statement and is incorporated herein by reference.  Pursuant to
Instruction 3 of Item 401(b) of Regulation S-K and General Instruction G(3) of
Form 10-K, information relating to the executive officers of the Company is set
forth under the caption "Executive Officers of the Company" in Part I, Item 4A
of this report.

Compliance with Section 16(a) of the Securities Exchange Act of 1934:  Section
16(a) of the Securities Exchange of 1934, as amended, and regulations of the
Securities and Exchange Commission thereunder require the Company's directors
and executive officers and any persons who own more than 10% of the Company's
Common Stock, as well as certain affiliates of such persons, to file reports
with the Securities and Exchange Commission and the National Association of
Securities Dealers, Inc. with respect to their ownership of the Company's Common
Stock.  Directors, executive officers and persons owning more than 10% of the
Company's Common Stock are required by Securities and Exchange Commission
regulations to furnish the Company with copies of all Section 16(a) reports they
file.  Based solely on its review of the copies of such reports received by it
and written representations that no other reports were required of those
persons, the Company believes that during fiscal 1996, all filing requirements
applicable to its directors and executive officers were complied within a timely
manner [except that Amy M. Murphy filed a late Form 3].  The Company is not
aware of any other persons other than directors and executive officers and their
affiliates who own more than 10% of the Company's Common Stock.


ITEM 11. EXECUTIVE COMPENSATION

In accordance with General Instruction G(3) of Form 10-K, the information
relating to executive compensation set forth under the caption "Compensation of
Executive Officers" in the Proxy Statement is incorporated herein by reference;
provided, such incorporation by reference shall not be deemed to include or
incorporate by reference the information referred to in Item 402 (a)(8) of
Regulation S-K.


ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

In accordance with General Instruction G(3) of Form 10-K, the information
relating to security ownership by certain persons set forth under the captions
"Principal Stockholders" and "Election of Directors" in the Proxy Statement is
incorporated herein by reference.


ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

In accordance with General Instruction G(3) of Form 10-K, the information
relating to certain relationships and related transactions set forth under the
caption "Related Party Transactions" in the Proxy Statement is incorporated
herein by reference.







                                      -20-

<PAGE>

                                    PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENTS, SCHEDULES AND REPORTS ON FORM 8-K

(a)  DOCUMENTS FILED AS PART OF THIS REPORT:
     (1)  Financial Statements.

     The financial statements of the Company and the related report of
     independent accountants thereon are set forth immediately following the
     Index to Financial Statements and Financial Statement Schedules which
     appears on page F-1 of this report.

     (2)  Financial Statement Schedules.

     Financial statement schedules begin on page S-1 of this report.  All other
     schedules for which provision is made in the applicable accounting
     regulations of the Securities and Exchange Commission have been omitted
     because such schedules are not required under the related instructions or
     are not applicable or because the information required is included in the
     consolidated financial statements or notes thereto.

     (3)  Exhibits.

     The following exhibits are filed with or incorporated by reference in this
     report.  Where filing is made by incorporation by reference to a previously
     filed registration statement or report, such registration statement or
     report is identified in parenthesis.  The Company will furnish any exhibit
     upon request to Amy M. Murphy, Secretary, Scherer Healthcare, Inc., 2859
     Paces Ferry Road, Suite 300, Atlanta, Georgia  30339.  There is a charge of
     $.50 per page to cover expenses for copying and mailing.

          3.1  Articles of Incorporation of the Company, as amended (Exhibit 3.1
               to the Company's Annual Report on Form 10-K for the fiscal year
               ended March 31, 1994).
          3.2  By-Laws of the Company (Exhibit 3.2 to the Company's Annual
               Report on Form 10-K for the fiscal year ended March 31, 1994).
            4  Certificate of Designation, Preferences and Rights of Preferred
               Stock by Resolution of the Board of Directors Providing for an
               Issue of 7,000 Shares of Preferred Stock Designated "Series A"
               Cumulative Convertible Preferred Stock (Exhibit 4 to the
               Company's Annual Report on Form 10-K for the fiscal year ended
               March 31, 1994).
          10.1 Property Lease between Bio Systems Partners and Flushing
               Operating Corp. for 210 Sherwood Avenue, Farmingdale, New York,
               and Addendum (Exhibit 10.2 to the Company's Annual Report on Form
               10-K for the fiscal year ended March 31, 1994).
          10.2 Property Lease between Med X Services of PA, Inc. and successors
               and Mark Hankin and Hamnar Associates XVII for 380 Constance
               Drive, Warminster, Pennsylvania, and Addendum  (Exhibit 10.4 to
               the Company's Annual Report on Form 10-K for the fiscal year
               ended March 31, 1994).
          10.3 Asset Purchase Agreement dated October 3, 1995 among Cordis
               Medical Products, Inc., Scherer Healthcare, Ltd. d/b/a Custom
               Medical Products, ASH Enterprises, Inc., Out-Patient Products
               Company, Inc., Scherer Healthcare, Inc. and Cordis Corporation
               (Exhibit 2 to the Company's Current Report on Form 8-K dated
               October 19, 1995).
          10.4 Conversion Agreement dated March 28, 1996 by and between Marquest
               Medical Products, Inc. and Scherer Healthcare, Inc.
               (Exhibit 10 to the Company's Current Report on Form 8-K dated
               April 17, 1996)
            21 Subsidiaries of Registrant - filed herewith.
            25 Powers of Attorney - filed herewith.
            27 Financial Data Schedule (included only in EDGAR filing)

(b)  REPORTS ON FORM 8-K.
     No Current Reports on Form 8-K were filed by the Company during the quarter
     ended March 31, 1996.


                                      -21-

<PAGE>

                                   SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this Report to be signed on its
behalf by the undersigned, thereunto duly authorized on June 27, 1996.

                              SCHERER HEALTHCARE, INC.


                         By:  /s/Robert P. Scherer, Jr.
                              -------------------------------------
                              Robert P. Scherer, Jr.
                              Chairman and Chief Executive Officer


Pursuant to the requirements of the Securities Exchange Act of 1934, this Report
has been signed below by the following persons on behalf of the Registrant and
in the capacities indicated on June 27, 1996.

Signature                                    Title
- ---------                                    -----


/s/Robert P. Scherer, Jr.                    Chairman of the Board, Director and
- -----------------------------------          Chief Executive Officer
Robert P. Scherer, Jr.


/s/William J. Thompson            *          President and Director
- -----------------------------------
William J. Thompson



/s/Gary W. Ruffcorn                          Director of Finance and Accounting
- -----------------------------------          (Principal Financial and Accounting
Gary W. Ruffcorn                             Officer)



/s/Stephen A. Lukas, Sr.          *          Director
- -----------------------------------
Stephen A. Lukas, Sr.


/s/Kenneth H. Robertson           *          Director
- -----------------------------------
Kenneth H. Robertson





*By:/s/Robert P. Scherer, Jr.
    -------------------------
       Robert P. Scherer, Jr.
       as Attorney-in-Fact


                                      -22-

<PAGE>

                            SCHERER HEALTHCARE, INC.

                                INDEX OF EXHIBITS


The following exhibits are filed with or incorporated by reference in this
report.  Where such filing is made by incorporation by reference to a previously
filed registration statement or report, such registration statement or report is
identified in parentheses.

<TABLE>
<CAPTION>
EXHIBIT                                                                                   PAGE
NUMBER                             DESCRIPTION                                           NUMBER
- -------                            -----------                                           ------
<S>      <C>                                                                             <C> 
    3.1   Articles of Incorporation of the Company, as amended (Exhibit 3.1 to
          the Company's Annual Report on Form 10-K for the fiscal year ended
          March 31, 1994).

    3.2   By-Laws of the Company (Exhibit 3.2 to the Company's Annual Report on
          Form 10-K for the fiscal year ended March 31, 1994).

    4     Certificate of Designation, Preferences and Rights of Preferred Stock
          by Resolution of the Board of Directors Providing for an Issue of
          7,000 Shares of Preferred Stock Designated "Series A" Cumulative
          Convertible Preferred Stock (Exhibit 4 to the Company's Annual Report
          on Form 10-K for the fiscal year ended March 31, 1994).

    10.1  Property Lease between Bio Systems Partners and Flushing Operating
          Corp. for 210 Sherwood Avenue, Farmingdale, New York, and Addendum
          (Exhibit 10.2 to the Company's Annual Report on Form 10-K for the
          fiscal year ended March 31, 1994).

    10.2  Property Lease between Med X Services of PA, Inc. and successors and
          Mark Hankin and Hamnar Associates XVII for 380 Constance Drive,
          Warminster, Pennsylvania, and Addendum  (Exhibit 10.4 to the Company's
          Annual Report on Form 10-K for the fiscal year ended March 31, 1994).

    10.3  Asset Purchase Agreement dated October 3, 1995 among Cordis Medical
          Products, Inc., Scherer Healthcare, Ltd. d/b/a Custom Medical
          Products, ASH Enterprises, Inc., Out-Patient Products Company, Inc.
          Scherer Healthcare, Inc. and Cordis Corporation (Exhibit 2 to the
          Company's Current Report on Form 8-K dated October 19, 1995).

    10.4  Conversion Agreement dated March 28, 1996 by and between Marquest
          Medical Products, Inc. and Scherer Healthcare, Inc. (Exhibit 10 to the
          Company's Current Report on Form 8-K dated April 17, 1996)

    21    Subsidiaries of Registrant - filed herewith.

    25    Powers of Attorney - filed herewith.

    27    Financial Data Schedule (included only in EDGAR filing)
</TABLE>

                                      -23-

<PAGE>



                               SCHERER HEALTHCARE, INC.


                FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES


The following consolidated financial statements and schedules of the Registrant
and its subsidiaries are submitted herewith in response to Item 8:

Report of Independent Public Accountants. . . . . . . . . . . . . . . .    F-2

Consolidated Balance Sheets--March 31, 1996 and 1995. . . . . . . . . .    F-3

Consolidated Statements of Operations--Years Ended
    March 31, 1996, 1995 and 1994 . . . . . . . . . . . . . . . . . . .    F-5

Consolidated Statements of Stockholders' Equity--Years
    Ended March 31, 1996, 1995 and 1994 . . . . . . . . . . . . . . . .    F-7

Consolidated Statements of Cash Flows--
    Years Ended March 31, 1996, 1995 and 1994 . . . . . . . . . . . . .    F-8

Notes to Consolidated Financial Statements. . . . . . . . . . . . . . .    F-9

The following financial statement schedules of the Registrant and its
subsidiaries are submitted herewith in response to Item 14(a)(2):

Schedule I--Condensed Financial Information of Registrant . . . . . . .    S-1

Schedule II--Valuation and Qualifying Accounts. . . . . . . . . . . . .    S-4



                                         F-1

<PAGE>



                       REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS



To the Board of Directors and
Stockholders of
Scherer Healthcare, Inc.


We have audited the accompanying consolidated balance sheets of SCHERER
HEALTHCARE, INC. (a Delaware Corporation) AND SUBSIDIARIES as of March 31, 1996
and 1995 and the related consolidated statements of operations, stockholders'
equity, and cash flows for each of the three years in the period ended March 31,
1996.  These financial statements and the schedules referred to below are the
responsibility of the Company's management.  Our responsibility is to express an
opinion on these financial statements and schedules based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Scherer Healthcare, Inc. and
subsidiaries as of March 31, 1996 and 1995 and the results of their operations
and their cash flows for each of the three years in the period ended March 31,
1996 in conformity with generally accepted accounting principles.

As discussed in Notes 1 and 11 to the financial statements, the Company changed
its method of accounting for income taxes during 1994.

Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole.  The schedules listed in the index of
financial statements and financial statement schedules are presented for
purposes of complying with the Securities and Exchange Commission's rules and
are not part of the basic financial statements. These schedules have been
subjected to the auditing procedures applied in the audits of the basic
financial statements and, in our opinion, fairly state, in all material
respects, the financial data required to be set forth therein in relation to the
basic financial statements taken as a whole.

                                              Arthur Andersen LLP


Atlanta, Georgia
June 7, 1996



                                         F-2

<PAGE>



                               SCHERER HEALTHCARE, INC.

                             CONSOLIDATED BALANCE SHEETS

                               March 31, 1996 and 1995


                              ASSETS

<TABLE>
<CAPTION>
                                                             1996          1995
                                                         -----------   -----------
<S>                                                      <C>           <C>
CURRENT ASSETS
  Cash and cash equivalents                              $ 3,622,000   $ 1,273,000
  Investment fund, at cost which approximates market          -          3,232,000
  Accounts receivable, less allowance for doubtful
    accounts of $243,000 in 1996 and $228,000 in 1995      6,092,000     7,248,000
  Current maturities of  notes receivable                    393,000       289,000
  Inventories                                              3,936,000     5,644,000
  Prepaid and other                                          331,000       435,000
                                                         -----------   -----------

     Total current assets                                 14,374,000    18,121,000
                                                         -----------   -----------
PROPERTY AND EQUIPMENT                                    15,749,000    16,728,000
  Less accumulated depreciation                           (5,146,000)   (4,229,000)
                                                         -----------   -----------
  Net property and equipment                              10,603,000    12,499,000
                                                         -----------   -----------

OTHER ASSETS
  Cost in excess of net assets of  businesses
    acquired, net                                          6,721,000     7,165,000
  Other investments, at cost                                 651,000       650,000
  Notes receivable, less current portion                     506,000     1,038,000
  Intangibles                                                365,000       829,000
  Deferred income taxes                                      329,000       329,000
  Other                                                      305,000             -
  Net assets of discontinued operations                      589,000       897,000
                                                         -----------   -----------

            Total other assets                             9,466,000    10,908,000
                                                         -----------   -----------
TOTAL ASSETS                                             $34,443,000   $41,528,000
                                                         -----------   -----------
                                                         -----------   -----------
</TABLE>




                 The accompanying notes are an integral part of these
                          consolidated financial statements.


                                         F-3

<PAGE>



                               SCHERER HEALTHCARE, INC.

                             CONSOLIDATED BALANCE SHEETS
                                     (Continued)

                               MARCH 31, 1996 AND 1995



                         LIABILITIES AND STOCKHOLDERS' EQUITY

                                                          1996         1995
                                                      -----------   ----------

CURRENT LIABILITIES
  Accounts payable                                   $ 2,150,000   $ 3,663,000
  Acrued expenses                                      5,002,000     4,897,000
  Line of credit and current maturities of debt
    obligations                                          981,000     3,423,000
  Payables to affiliates                               2,286,000     7,601,000
  Other                                                   49,000        58,000
  Net liabilities of discontinued operations              33,000       888,000
                                                      -----------   ----------

     Total current liabilites                         10,501,000    20,530,000
                                                      -----------   ----------

LONG-TERM DEBT, net of current maturities              5,291,000     4,946,000
                                                      -----------   ----------

OTHER LIABILITIES                                        347,000       370,000
                                                      -----------   ----------

COMMITMENTS AND CONTINGENCIES

MINORITY INTERESTS IN SUBSIDIARY AND PARTNERSHIPS      2,130,000     1,196,000
                                                      -----------   ----------

STOCKHOLDERS' EQUITY
  Convertible preferred stock - $.01 par value,
    2,000,000 shares authorized; 28,885 shares
    issued and outstanding in 1996 and 35,006
    in 1995                                                 -             -
  Common stock - $.01 par value, 12,000,000
    shares authorized; 4,669,928 issued  in
    1996 and 4,642,814 in 1995; 4,290,566 shares
    outstanding in 1996 and 4,266,452 in 1995             47,000        46,000
  Capital in excess of par value                      22,316,000    22,317,000
  Accumulated deficit                                 (3,156,000)   (4,904,000)
  Less treasury stock, at cost                        (3,033,000)   (2,973,000)
                                                      -----------   ----------

     Total stockholders' equity                       16,174,000    14,486,000
                                                      -----------   ----------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY           $34,443,000   $41,528,000
                                                      -----------   ----------
                                                      -----------   ----------




                 The accompanying notes are an integral part of these
                          consolidated financial statements.


                                         F-4

<PAGE>


                               SCHERER HEALTHCARE, INC.

                        CONSOLIDATED STATEMENTS OF OPERATIONS
                            For the years ended March 31,
<TABLE>
<CAPTION>
                                                       1996           1995          1994
                                                    -----------    -----------   -----------
<S>                                                 <C>            <C>           <C>
NET SALES                                          $41,857,000    $42,802,000   $41,229,000
                                                    -----------    -----------   -----------

COSTS AND EXPENSES
  Cost of goods sold                                28,540,000     32,009,000    30,641,000
  Selling, general, and administrative              12,769,000     14,281,000    13,533,000
  Research and development                             155,000        140,000       126,000
  Nonrecurring charges                                    -         2,000,000          -
                                                    -----------    -----------   -----------
    Total costs and expenses                        41,464,000     48,430,000    44,300,000
                                                    -----------    -----------   -----------

OPERATING INCOME (LOSS)                                393,000     (5,628,000)   (3,071,000)

OTHER INCOME (EXPENSE)
  Interest income                                      266,000        696,000     1,185,000
  Interest expense                                  (1,128,000)    (1,257,000)   (1,178,000)
  Gain on sale of assets                             3,006,000         70,000       491,000
  Other, net                                           684,000       (642,000)     (280,000)
                                                    -----------    -----------   -----------
    Total other income (expense)                     2,828,000     (1,133,000)      218,000
                                                    -----------    -----------   -----------

Income (loss) from continuing operations before
  minority interest, income taxes, extraordinary
  item and change in accounting principle            3,221,000     (6,761,000)   (2,853,000)

Minority interest in (income) loss                      (5,000)     1,927,000     1,992,000
                                                    -----------    -----------   -----------

Income (loss) from continuing operations before
  income taxes, extraordinary item and change
  in accounting principle                            3,216,000     (4,834,000)     (861,000)

Benefit (provision) for income  taxes                 (548,000)       197,000     1,018,000
                                                    -----------    -----------   -----------

Income (loss) from continuing operations
  before extraordinary item and change in
  accounting principle                               2,668,000     (4,637,000)      157,000

Loss from discontinued operations                     (920,000)    (5,534,000)   (4,795,000)
                                                    -----------    -----------   -----------

Income (loss) before extraordinary item and
  change in accounting principle                     1,748,000    (10,171,000)   (4,638,000)
Extraordinary item: gain from extinguishment
  of debt                                                 -              -          421,000
Change in accounting principle, benefit from
  change in method of accounting for income taxes         -              -          254,000
                                                    -----------    -----------   -----------

NET INCOME (LOSS)                                  $ 1,748,000   $(10,171,000)  $(3,963,000)
                                                    -----------    -----------   -----------
                                                    -----------    -----------   -----------
</TABLE>




                 The accompanying notes are an integral part of these
                          consolidated financial statements.


                                         F-5

<PAGE>


                               SCHERER HEALTHCARE, INC.

                        CONSOLIDATED STATEMENTS OF OPERATIONS
                                     (Continued)

                            For the years ended March 31,
<TABLE>
<CAPTION>
                                                        1996            1995          1994
                                                     -----------     -----------   -----------
<S>                                                  <C>             <C>           <C>
INCOME (LOSS) PER COMMON SHARE
  Income (loss) from continuing operations before
    extraordinary item and change in accounting
    principle                                        $      0.60     $    (1.09)   $     0.04
  Loss from discontinued operations                        (0.20)         (1.30)        (1.21)
  Extraordinary item                                         -              -            0.11
  Change in accounting principle                             -              -            0.06
                                                     -----------     -----------   -----------
NET INCOME (LOSS) PER SHARE                          $      0.40     $    (2.39)   $    (1.00)
                                                     -----------     -----------   -----------
                                                     -----------     -----------   -----------

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING             4,421,483      4,255,264     3,953,544
                                                     -----------     -----------   -----------
                                                     -----------     -----------   -----------
</TABLE>




                 The accompanying notes are an integral part of these
                          consolidated financial statements.


                                         F-6

<PAGE>


                               SCHERER HEALTHCARE, INC.

                   CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

                       For the three years ended March 31, 1996
<TABLE>
<CAPTION>
                                                                                            Retained
                                                                                            Earnings
                                            Preferred               Common    Capital In     (Accu-                   Treasury
                                Preferred   Stock        Common     Stock     Excess of      mulated     Treasury      Stock
                                Shares      Amount       Shares     Amount    Par Value      Deficit)    Shares         Cost
                                ---------   ---------   ---------  ---------  -----------  -----------   --------   ------------
<S>                             <C>         <C>         <C>        <C>        <C>            <C>         <C>          <C>
Balance at March 31, 1993           -       $   -       4,305,139  $  43,000  $14,309,000  $ 9,230,000    371,362   $(2,873,000)

  Shares issued in connection
    with Marquest transaction     43,516        -           -           -       4,351,000        -           -           -
  Net loss                          -           -           -           -          -        (3,963,000)      -           -
  Shares issued to purchase
    minority interest in
    Biofor of Georgia               -           -         300,000      3,000    3,657,000        -           -           -
                                ---------   ---------   ---------  ---------  -----------  -----------   --------   ------------

Balance at March 31, 1994         43,516        -       4,605,139     46,000   22,317,000    5,267,000    376,362   (2,973,000)

  Conversion of preferred
    shares to common shares       (8,510)       -          37,675       -          -             -           -           -
  Net loss                          -           -           -           -          -       (10,171,000)      -           -
                                ---------   ---------   ---------  ---------  -----------  -----------   --------   ------------

Balance at March 31, 1995         35,006        -       4,642,814     46,000   22,317,000   (4,904,000)   376,362   (2,973,000)
  Conversion of preferred
    shares to common shares       (6,121)       -          27,114      1,000       (1,000)       -           -           -
  Net income                        -           -           -           -          -         1,748,000       -           -
  Other                             -           -           -           -          -             -          3,000      (60,000)
                                ---------   ---------   ---------  ---------  -----------  -----------   --------   ------------

Balance at March 31, 1996         28,885    $   -       4,669,928  $  47,000  $22,316,000  $(3,156,000)   379,362   $(3,033,000)
                                ---------   ---------   ---------  ---------  -----------  -----------   --------   ------------
                                ---------   ---------   ---------  ---------  -----------  -----------   --------   ------------
</TABLE>




                 The accompanying notes are an integral part of these
                          consolidated financial statements.


                                         F-7

<PAGE>


                               SCHERER HEALTHCARE, INC.
                        CONSOLIDATED STATEMENTS OF CASH FLOWS
                            For the years ended March 31,

<TABLE>
<CAPTION>

                                                     1996            1995          1994
                                                  -----------     -----------   -----------
<S>                                               <C>             <C>           <C>

CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)                                $ 1,748,000   $(10,171,000)  $(3,963,000)
    Adjustments to reconcile net income (loss)
       to net cash provided by (used for)
      operating activities:
        Depreciation and amortization              2,228,000      2,658,000     3,240,000
        Minority interest                             46,000     (1,952,000)   (1,992,000)
        Deferred taxes                                  -           121,000       391,000
        Gain on sale of assets                    (3,006,000)       (70,000)     (491,000)
        Extraordinary gain from early
          extinguishment of debt                        -              -         (421,000)
        Nonrecurring charges                            -         2,000,000          -
        Loss from discontinued operations            920,000      5,534,000     4,795,000
        Other noncash charges and credits, net        34,000       (267,000)      380,000
    Changes in operating assets and liabilities,
      net of acquisitions:
      Accounts receivable, net                     1,063,000         48,000    (2,061,000)
      Inventories                                   (614,000)       816,000    (2,207,000)
      Prepaid and other                              101,000        188,000       189,000
      Income taxes, net                               14,000        825,000       132,000
      Accounts payable and accrued expenses         (464,000)      (154,000)     (815,000)
      Other liabilities                              (25,000)      (221,000)     (463,000)
                                                 ------------    -----------   -----------
     Net cash provided by (used for) operating
      activities of continuing operations          2,045,000       (645,000)   (3,286,000)
                                                 ------------    -----------   -----------
     Net operating activities of discontinued
      operations                                  (1,564,000)    (2,105,000)   (2,616,000)
                                                 ------------    -----------   -----------
     Net cash provided by (used for) operating
      activities                                     481,000     (2,750,000)   (5,902,000)
                                                 ------------    -----------   -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
    Additions to property and equipment, net        (670,000)    (1,773,000)   (3,646,000)
    Proceeds from sale of assets                   5,147,000        245,000       692,000
    Decrease (increase) in investments             3,232,000       (232,000)     (542,000)
    Decrease in notes receivable                     467,000        764,000     1,983,000
    Other investing activities, net                   82,000        (45,000)      476,000
                                                 ------------    -----------   -----------
    Net cash provided by (used for)
      investing activities                         8,258,000     (1,041,000)   (1,037,000)
                                                 ------------    -----------   -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
    Net (repayments of) proceeds from
      borrowings                                  (2,657,000)    (1,008,000)    2,466,000
    Advances from (repayments to) affiliated
      companies                                   (5,321,000)     2,356,000     2,161,000
    Proceeds from investment by affiliated
      company                                      1,588,000           -            -
    Other financing activities, net                     -           169,000      (131,000)
                                                 ------------    -----------   -----------
      Net cash provided by (used for) financing
        activities                                (6,390,000)     1,517,000     4,496,000
                                                 ------------    -----------   -----------
CHANGE IN CASH AND CASH EQUIVALENTS                2,349,000     (2,274,000)   (2,443,000)

CASH AND CASH EQUIVALENTS, beginning of year       1,273,000      3,547,000     5,990,000
                                                ------------    -----------   -----------
CASH AND CASH EQUIVALENTS, end of year          $  3,622,000    $ 1,273,000   $ 3,547,000
                                                ------------    -----------   -----------
                                                ------------    -----------   -----------
</TABLE>



                 The accompanying notes are an integral part of these
                          consolidated financial statements.


                                         F-8

<PAGE>



                               SCHERER HEALTHCARE, INC.

                    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                           MARCH 31, 1996, 1995, AND 1994



    NOTE 1.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND PRINCIPLES OF
              CONSOLIDATION

Basis of Presentation

The accompanying consolidated financial statements include the accounts of the
parent company, Scherer Healthcare, Inc. (the "Company" or "Scherer
Healthcare"), and its subsidiaries (see Exhibit 21 to Annual Report on Form 10-K
for the fiscal year ended March 31, 1996 for detailed listing).  Marquest
Medical Products, Inc. ("Marquest"), a majority owned subsidiary of the Company,
has a 52- or 53-week fiscal year ending on the Saturday nearest to March 31.
All significant intercompany accounts and transactions have been eliminated in
consolidation.

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.

Certain 1994 and 1995 amounts have been reclassified to conform with the 1996
presentation.

CASH EQUIVALENTS

The Company considers all highly liquid investments with an original maturity of
three months or less to be cash equivalents.

FAIR VALUE OF FINANCIAL INSTRUMENTS

The carrying value of financial instruments such as cash, short-term
investments, trade receivables and payables and short-term debt approximated
their fair values based on the short-term maturities of these instruments.
Additionally, the carrying value of both long-term investments and long-term
debt approximated fair values.

INVENTORIES

Inventories are stated at the lower of net realizable value or cost using the
first-in, first-out ("FIFO") method.

                                                1996            1995
                                            ------------     ----------
    Finished products                       $ 1,884,000      $2,107,000
    Work in progress                            233,000         203,000
    Containers, packaging, and raw material   1,819,000       3,334,000
                                              -----------     ----------
                                            $ 3,936,000      $5,644,000
                                              -----------     ----------
                                              -----------     ----------


                                         F-9

<PAGE>

PROPERTY AND EQUIPMENT

PROPERTY and equipment is stated at cost, and depreciation is computed
principally using the straight-line method over the estimated useful lives of
the assets as follows:  furniture, fixtures and equipment--3-10 years and
buildings and leasehold improvements--5-50 years.

                                                     1996         1995
                                                ------------  -------------
         Land                                   $  1,265,000   $  1,387,000
         Building and leasehold improvements       4,836,000      5,331,000
         Furniture, fixtures, and equipment        9,648,000     10,010,000
                                                ------------  -------------
                                                 $15,749,000    $16,728,000
                                                ------------  -------------
                                                ------------  -------------


Depreciation expense for fiscal years 1996, 1995, and 1994 was $1,924,000,
$2,276,000, and $2,470,000, respectively.

MINORITY INTEREST

Minority interest primarily represents the equity interest in Marquest of
outside investors.  Because of recent losses, there is no significant minority
interest liability related to other subsidiaries not wholly-owned by the
Company.

INCOME TAXES

As discussed in Note 11, during the first quarter of fiscal 1994, the Company
adopted Statement of Financial Accounting Standards ("SFAS") No. 109,
"Accounting for Income Taxes."  This statement requires that the Company
account for income taxes under the liability method.

REVENUE RECOGNITION

Sales are recorded by the Company when products are shipped to customers or
independent distributors.  Sales for services provided are recorded when the
Company has completed the service.

Geographic net sales were as follows:
                                       1996          1995           1994
                                   -----------    -----------    -----------
    United States and Canada      $36,113,000    $38,249,000    $37,025,000
    Europe, Pacific Rim and Other   5,744,000      4,553,000      4,204,000
                                   -----------    -----------    -----------
          Net Sales               $41,857,000    $42,802,000    $41,229,000
                                   -----------    -----------    -----------
                                   -----------    -----------    -----------


Operating margins on export sales have been comparable to those associated with
domestic sales.

RESEARCH AND DEVELOPMENT EXPENSE

Research and development expenditures for the creation and application of new
products and processes are expensed as incurred.

INCOME (LOSS) PER COMMON SHARE

Income (loss) per common share is based upon the weighted average number of
common shares outstanding after giving effect for common stock equivalents
arising from the assumed conversion of the Company's Convertible Preferred Stock
into common stock.  Stock options outstanding have no material effect upon the
calculation of earnings per share since their effect is antidilutive.



                                         F-10

<PAGE>


NEW ACCOUNTING STANDARDS

In fiscal 1997, the Company will adopt SFAS No. 121, "Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of".
SFAS No. 121 requires that long-lived assets and associated intangibles be
written down to fair value whenever an impairment review indicates that the
carrying value cannot be recovered on an undiscounted cash flow basis.  SFAS No.
121 also requires that a company no longer record depreciation expense on assets
held for sale.  The Company expects that the adoption of SFAS No. 121 will not
have a material effect on its financial position or results of operations.

In fiscal 1997, the Company will adopt SFAS No. 123, "Accounting for Stock-Based
Compensation".  This standard establishes a fair value method for accounting for
stock-based compensation plans either through recognition or disclosure.  The
Company will adopt this standard through compliance with the disclosure
requirement set forth in SFAS No. 123.  Adoption of the standard will have no
impact on the financial position or results of operations of the Company.

NOTE 2.  ACQUISITION OF MARQUEST MEDICAL PRODUCTS, INC.

During the first quarter of fiscal 1994, Scherer Healthcare entered into
transactions to acquire Marquest and to provide it $4,500,000 in sale and
leaseback financing.  Marquest is an international manufacturer and distributor
of specialty cardiopulmonary support, respiratory and anesthesia disposable
devices.  Since the transactions were completed, Marquest has been included with
the Company in the consolidated financial statements due to the Company's
ability to control Marquest by virtue of common stock, warrants and convertible
debt held by the Company and the Company's control of the Board of Directors.

As part of the acquisition, Marquest restructured its $12,650,000 of defaulted
Swiss bonds.  Approximately 96% of the outstanding amount of bonds was tendered
and accepted in the Swiss bond exchange offers.  A combination of approximately
43,516 shares of Scherer Healthcare 5% Convertible Preferred Stock, $2,875,000
of Marquest six-year 8% notes, and Marquest warrants for 1,597,416 Common Shares
were issued to the former bondholders who accepted the exchange offers.  In
exchange for its Preferred Stock, Scherer Healthcare received approximately
$4,352,000 of Marquest six-year 8% notes convertible into Marquest Common Stock.
The $4,500,000 purchase of one of Marquest's product lines by Scherer Healthcare
provides a license back to Marquest and a right of repurchase by Marquest.  The
issuance of the Preferred Stock to Swiss bondholders resulted in goodwill of
approximately $4,255,000.  Scherer Healthcare received warrants for 6,580,000
shares of Marquest Common Stock, exercisable at $.75 per share.  At Scherer
Healthcare's option, either cash or Scherer Healthcare Common Stock can be used
in exercising the warrants.  On May 23, 1994, the Company converted $2,500,000
of the $4,352,000 Marquest six-year 8% note into 3,333,333 shares of Marquest
Common Stock.

On March 28, 1996, the Company converted the remaining balance of $1,852,000 and
the associated accrued interest of $487,000 on the Marquest six-year 8% note
into 3,340,245 shares of Marquest Common Stock.  Additionally, the Company
agreed to convert $376, 000 in accrued but unpaid management fees owed to the
Company by Marquest into 537,614 shares of Marquest Common Stock.  As of March
31, 1996, the Company owns 51% of Marquest's outstanding Common Stock.  Marquest
has outstanding a significant number of warrants, stock options, and convertible
notes that could be converted into Marquest Common Stock.  Depending upon the
amount and timing of conversion of any of these securities, the Company's
ownership percentage in Marquest could vary from 42% to 66%.




                                         F-11

<PAGE>


NOTE 3.        SEGMENT  INFORMATION

<TABLE>
<CAPTION>

                                                                             Years Ended March 31
                                                                       -------------------------------
                                                                                 (in thousands)
                                                                         1996          1995      1994
                                                                         ----          ----      ----
<S>                                                                   <C>           <C>        <C>
Net Sales:
  Medical Device and Surgical/Safety Disposables Segment:
        Marquest Medical Products, Inc.                              $   22,443    $  20,576  $  22,466
        Scherer Healthcare, Ltd.                                          7,555       11,203      8,091
     Waste Management Services Segment                                   10,753       10,039      9,670
     Consumer Healthcare Products Segment                                 1,106          984      1,002
                                                                      ----------    ---------  ---------
        Total                                                        $   41,857    $  42,802  $  41,229
                                                                      ----------    ---------  ---------
                                                                      ----------    ---------  ---------
Operating Income (Loss) from Continuing Operations:
  Medical Device and Surgical/Safety Disposables Segment:
        Marquest Medical Products, Inc.                              $      510    $  (2,696) $  (2,679)
        Scherer Healthcare, Ltd.                                           (335)        (912)      (421)
     Waste Management Services Segment                                      924          790        502
     Consumer Healthcare Products Segment                                   368          244        286
     Corporate (a)                                                       (1,074)      (3,054)      (759)
                                                                      ----------    ---------  ---------
        Total                                                        $      393    $  (5,628) $  (3,071)
                                                                      ----------    ---------  ---------
                                                                      ----------    ---------  ---------
Identifiable Assets:
     Medical Device and Surgical/Safety Disposables Segment:
        Marquest Medical Products, Inc.                              $   15,393    $  13,992  $  16,929
        Scherer Healthcare, Ltd.                                            909        6,233      6,461
     Waste Management Services Segment                                    9,370        9,524      9,173
     Consumer Healthcare Products Segment                                   153          139        152
     Corporate (b)                                                        8,618       11,640     19,192
                                                                      ----------    ---------  ---------
        Total                                                        $   34,443    $  41,528  $  51,907
                                                                      ----------    ---------  ---------
                                                                      ----------    ---------  ---------
Depreciation Expense:
     Medical Device and Surgical/Safety Disposables Segment:
        Marquest Medical Products, Inc.                              $    1,046    $   1,364  $   1,668
        Scherer Healthcare, Ltd.                                             74          128        104
     Waste Management Services Segment                                      731          717        639
     Consumer Healthcare Products Segment                                     1            1         10
     Corporate                                                               72           66         49
                                                                       ---------    ---------  ---------
        Total                                                         $   1,924    $   2,276  $   2,470
                                                                      ----------    ---------  ---------
                                                                      ----------    ---------  ---------
Capital Expenditures:
     Medical Device and Surgical/Safety Disposables Segment:
        Marquest Medical Products, Inc.                               $      66    $     666  $   1,650
        Scherer Healthcare, Ltd.                                             47          268      1,027
     Waste Management Services Segment                                      626          715        783
     Consumer Healthcare Products Segment                                   -            -            9
     Corporate                                                              -             15         65
                                                                       ---------    ---------  ---------
        Total                                                         $     739    $   1,664  $   3,534
                                                                       ---------    ---------  ---------
                                                                       ---------    ---------  ---------
</TABLE>


 (a) Amount includes a nonrecurring charge of $2,000,000 for fiscal year 1995
     relating to the writedown of two waste incinerator investments.

 (b) Amount includes net assets of discontinued operations of $589,000,
     $897,000, and $3,805,000 for fiscal years 1996, 1995, and 1994, 
     respectively.  See Note 4.


                                         F-12

<PAGE>



MEDICAL DEVICE AND SURGICAL/SAFETY DISPOSABLES SEGMENT

MARQUEST MEDICAL PRODUCTS, INC.
See Note 2 for discussion on the acquisition of Marquest.

Marquest manufactures and distributes four major groups of products for use in
the respiratory care, cardiopulmonary support and anesthesia markets.  The
largest of these product groups is the Blood Collection Systems for Diagnostic
Testing.  This group includes a broad line of Marquest disposable blood gas
syringes.  Most revenues in this group are from the sales of proprietary-
designed syringes, which are marketed under the trade names Gas-Lyte and Quik-
ABG.

All of Marquest's operations and assets are located in Englewood, Colorado. 
Marquest markets its products domestically (United States and Canada) and
internationally.  The international markets primarily include Europe, the
Pacific Rim, and Puerto Rico.  Export sales accounted for 26%, 22%, and 19% of
Marquest's sales for fiscal 1996, 1995, and 1994, respectively.  Marquest had
one independent distributor who accounted for 19%, 19% and 18% of its sales for
fiscal 1996, 1995, and 1994, respectively.

SCHERER HEALTHCARE, LTD
The Company, through a wholly owned subsidiary, is the general partner and 65%
owner of Scherer Healthcare, Ltd. ("Scherer, Ltd."), which had been doing
business as Custom Medical Products until October 1995.  On October 3, 1995,
Scherer, Ltd. sold certain of its assets to Cordis Medical Products, Inc.
("Cordis Medical"), a wholly owned subsidiary of Cordis Corporation for
approximately $6,527,000.  The assets sold to Cordis Medical were those used in
connection with Scherer, Ltd.'s business of packing and distributing medical
supplies for surgical procedures and providing nonwoven medical drapes, gowns
and accessory items to hospitals and other healthcare providers.  See Note 5.
for further discussion on the sale of assets.

Scherer, Ltd. continues in the business of providing nonwoven disposable
industrial apparel and related products to the industrial safety and environment
controlled clean room and scientific markets under the name Protective
Disposable Apparel. Scherer, Ltd.'s operations and assets are located in the
Asheville, North Carolina area. Scherer, Ltd.'s line of disposable products,
which are sold domestically, includes protective coveralls, frocks, boot covers,
and headware.

WASTE MANAGEMENT SERVICES SEGMENT

The Company operates its medical waste management services segment through Bio
Systems Partners and Medical Waste Systems, Inc. (collectively, "Bio Systems"). 
The Company owns a 60% general partner interest in Bio Systems Partners and
Medical Waste Systems, Inc. is wholly owned by the Company.  Bio Systems has
developed and implemented a system to manage and to dispose of certain
infectious waste from hospitals and medical facilities--primarily injectables
and other sharp-edged waste.  Bio Systems operates in the metropolitan New York
City, Pennsylvania, New Jersey, and New England areas.

CONSUMER HEALTHCARE PRODUCTS SEGMENT

Scherer Laboratories, Inc. ("Scherer Labs"), a 100% owned subsidiary of the
Company markets brand name and generic over-the-counter ("OTC") drugs and one
prescription ("Rx") drug.  The OTC products are principally products used for
treatment of colds and coughs, eye and ear irritations and insect bites. 
Scherer Labs intends to discontinue the sale of its Rx product in fiscal 1997
due to an impractical increase in the cost to manufacture.  Sales of the Rx
product were $12,000, $24,000, and $55,000 in fiscal 1996, 1995, and 1994,
respectively.  The loss of these sales will not have a material effect on the
Company.

Scherer Labs markets its products primarily to drug and food stores, mass market
retailers, drug wholesalers, and government agencies.  The majority of the sales
are through retailers in the Southwest region of the United States.  Accounting
and customer service functions are provided by the Company at its corporate
headquarters in Atlanta, Georgia and sales, marketing, purchasing, and relations
with suppliers and contractors are performed in Dallas, Texas.

                                         F-13

<PAGE>

NOTE 4.  DISCONTINUED OPERATIONS

Biofor, Inc. ("Biofor"), a majority owned subsidiary of the Company which had
been operating the Company's Pharmaceutical Research and Development Segment,
was engaged in research to identify and develop new drug compounds.  Biofor
utilized "artificial intelligence" computer technology (known as "MultiCASE")
which employed a system of rational drug design (known as M-CADD).  This
technology was used for new drug compound development and for contracted
research and development.

Biofor focused its drug design efforts on at arthritis and osteoarthritis as
well as the treatment for acute pain.  Biofor's lead compound, BF-389, is an
anti-inflammatory analgesic which preliminary Phase I clinical trials indicated
was not sufficiently bioavailable when administered orally in humans.  Other
delivery methods that would allow oral administration of the compound were
pursued by Biofor without success.

Since October 1990, Biofor and Ono Pharmaceutical Company, Ltd. ("Ono") had
entered into two Research and Collaboration Agreements pursuant to which they
jointly researched compounds.  Biofor provided the use of its exclusive M-CADD
software and its scientists experienced in using M-CADD while Ono provided
funding and clinical testing of any compounds discovered.  The first contract
expired in fiscal 1994 and the second expired March 1996.  Substantially all of
Biofor's revenues since 1990 were derived from these contracts.

Since its inception on June 29, 1986, Biofor has expended over $20 million in
cash funding from the Company and affiliates of the Company.  In July 1995,
after attempts to locate a purchaser for Biofor, Biofor ceased further drug
design efforts and concentrated solely on the Ono research contract.  When the
Ono contract expired in March 1996, Biofor discontinued all operations and the
Company abandoned all operations of Biofor.

The abandonment of the operations of Biofor has been accounted for as a
discontinued operation and, accordingly, its net assets (liabilities) have been
segregated from continuing operations  in the accompanying consolidated balance
sheets. Biofor's operating results are also segregated and reported as
discontinued operations in the accompanying consolidated statements of
operations and cash flows.

The following results of operations are attributable to the discontinued
operations of Biofor:

<TABLE>
<CAPTION>

                                                                                1996                 1995                1994  
                                                                           --------------       -------------       -------------
<S>                                                                        <C>                  <C>                 <C>          
Net sales                                                                  $      772,000       $     800,000       $   1,062,000
                                                                           --------------       -------------       -------------

Research and development expenditures                                           1,381,000           2,717,000           2,887,000
Nonrecurring charges                                                                    -           2,874,000           2,488,000
Other costs and expenses                                                          311,000             743,000             482,000
                                                                           --------------       -------------       -------------
                                                                                1,692,000           6,334,000           5,857,000
                                                                           --------------       -------------       -------------

Loss from discontinued operations                                          $     (920,000)      $  (5,534,000)      $  (4,795,000)
                                                                           --------------       -------------       -------------
                                                                           --------------       -------------       -------------

</TABLE>

                                         F-14

<PAGE>

The net assets and liabilities of the discontinued operations of Biofor at March
31, 1996 and 1995 are as follows:

<TABLE>
<CAPTION>

                                                          1996         1995  
                                                      ----------   ----------
<S>                                                   <C>          <C>       
Current assets:
  Notes receivable, current                            $       -   $   39,000
  Prepaid expenses                                             -       71,000
                                                       ---------   ----------
   Total current assets                                        -      110,000
                                                       ---------   ----------

Current liabilities:
  Accounts payable and accrued expenses                   33,000      226,000
  Deferred contract revenues                                   -      772,000
                                                      ----------   ----------
   Total current liabilities                              33,000      998,000
                                                      ----------   ----------

Net current liabilities                               $   33,000   $  888,000
                                                      ----------   ----------
                                                      ----------   ----------


Long-term assets:
 Property and equipment, net                          $  664,000   $  938,000
                                                      ----------   ----------
  Total long-term assets                                 664,000      938,000
                                                      ----------   ----------

Long-term liabilities:
  Other liabilities                                       25,000       41,000
  Estimated shutdown costs                                50,000            -
                                                      ----------   ----------
   Total long-term liabilities                            75,000       41,000
                                                      ----------   ----------

Net long-term assets                                  $  589,000   $  897,000
                                                      ----------   ----------
                                                      ----------   ----------

</TABLE>

The remaining property and equipment of Biofor primarily consists of land, a
30,000 square foot building owned by Biofor, and computer and laboratory
equipment.  The assets have been written down to their estimated net realizable
value and the Company recorded a provision of $50,000 for the estimated shutdown
costs.  Both of these amounts are included in the loss from discontinued
operations for fiscal 1996.  No income taxes or interest expense were allocated
to the discontinued operations of Biofor for fiscal 1996, 1995, and 1994.

The Company is currently seeking a purchaser for all the remaining assets of
Biofor.

NOTE 5.  SALE OF ASSETS

On October 3, 1995, the Company sold certain of the assets of Scherer, Ltd. to
Cordis Medical, a wholly-owned subsidiary of Cordis Corporation, for $6,527,000.
The assets sold were those used in connection with Scherer, Ltd.'s business of
packing and distributing medical supplies for surgical procedures and providing
nonwoven medical drapes, gowns and accessory items to hospitals and other
healthcare providers (the "Medical Business").  Additionally, Cordis Medical
agreed to assume all accounts payable related to the Medical Business and
certain other specifically identified liabilities, including the mortgage on
Scherer, Ltd.'s facility located in Asheville, North Carolina. Scherer, Ltd.
received net proceeds, before income taxes, of $4,922,000 and the Company
recorded a pretax gain of $2,781,000 in the third quarter of fiscal 1996.
Scherer, Ltd. continues in the business of providing nonwoven apparel for
industrial uses under the name Protective Disposable Apparel.

                                         F-15

<PAGE>


NOTE 6.  INTANGIBLES AND COSTS IN EXCESS OF NET ASSETS ACQUIRED

Intangibles are being amortized on a straight-line basis over periods ranging
from 5 - 40 years.  Amortization expense amounted to $124,000, $152,000, and
$359,000 in fiscal years 1996, 1995, and 1994, respectively.  Accumulated
amortization at March 31, 1996 and 1995 was $317,000 and $293,000, respectively.

The cost in excess of net assets acquired ("goodwill") is being amortized on a
straight-line basis over periods ranging from 5 - 30 years.  Amortization
expense amounted to $380,000, $249,000, and $85,000 in fiscal years 1996, 1995,
and 1994, respectively.  Accumulated amortization at March 31, 1996 and 1995 was
$1,175,000 and $779,000, respectively.  

Subsequent to an acquisition, the Company periodically evaluates whether later
events and circumstances indicate that the remaining estimated useful life of
goodwill warrants revision.  When factors indicate that goodwill should be
evaluated for possible impairment, the Company uses an estimate of undiscounted
net income over the remaining life of the goodwill in measuring whether the
goodwill is recoverable.

NOTE  7. BORROWINGS

The Company had a $3,200,000 line of credit arrangement with a bank which was
collateralized by $3,200,000 of investments.  Borrowings under the line of
credit, which were $1,944,000 at March 31, 1995, had an interest rate of prime.
The Company terminated the line of credit in June 1995 by paying off its then
remaining balance of $2,989,000 with the investments that collateralized the
line.

Debt and obligations under capital leases at March 31, 1996 and 1995 consisted
of the following:


<TABLE>
<CAPTION>

                                                                                   1996                1995  
                                                                              -----------        ------------
<S>                                                                           <C>                <C>         
Obligations under line of credit arrangement                                  $         -        $  1,944,000
Swiss debt principal and accrued interest at 9%                                   397,000             813,000
Note payable to Scherer Capital, LLC due fiscal 2002, prime plus 
  1 2%, 9.75% at March 31, 1996                                                   700,000                   -
Note payable to bank, due through fiscal 2004; variable interest rate,
  8.375% at March 31, 1996                                                        975,000           1,234,000
Mortgage note payable due through fiscal 1999 at prime plus 1/2%                        -             466,000
Obligations under capital leases, due in varying installments through
  fiscal 2002                                                                   1,290,000             935,000
Notes payable due fiscal 1996 at 18%                                                    -             220,000
Swiss notes payable due fiscal 1999 at 8%                                       2,896,000           2,677,000
Other long-term debt                                                               14,000              80,000
                                                                              -----------        ------------
                                                                                6,272,000           8,369,000
Less current maturities                                                          (981,000)         (3,423,000)
                                                                              -----------        ------------
Long-term debt                                                                $ 5,291,000        $  4,946,000
                                                                              -----------        ------------
                                                                              -----------        ------------

</TABLE>

The following is a summary of the future maturities of capital lease obligations
and notes payable:

Year ended March 31:
  1997                                 $      981,000
  1998                                        544,000
  1999                                      3,294,000
  2000                                        734,000
  2001                                         18,000
  Thereafter                                  701,000
                                       --------------
                                       $    6,272,000
                                       --------------
                                       --------------

Substantially all of the assets of Marquest (approximately $15,393,000) are
collateral on approximately $5,793,000 of the above noted debt obligations.

                                         F-16

<PAGE>

NOTE  8.       COMMITMENTS AND CONTINGENCIES

OPERATING LEASES

Office space, warehouse facilities, certain computer systems, transportation
equipment, and office equipment are leased under noncancelable operating leases
expiring at various dates through 2003.  Total rental expense included in the
consolidated statements of operations approximated $1,066,000, $1,110,000, and
$1,608,000 in the years ended March 31, 1996, 1995, and 1994, respectively.

The following is a summary of future minimum lease payments required under
operating leases having noncancelable lease terms in excess of one year:

Year ended March 31:

  1997                                 $      967,000
  1998                                        911,000
  1999                                        455,000
  2000                                        273,000
  2001                                        197,000
  Thereafter                                  303,000
                                       --------------
                                            3,106,000
Minimum sublease income                      (331,000)
                                       --------------
                                       $    2,775,000
                                       --------------
                                       --------------

LEGAL PROCEEDINGS

A products liability action was filed against Marquest in California in 1990
which was defended and settled during the trial by its insurance company.  Under
the insurance policy, Marquest may be responsible for a $250,000 self insured
retention plus the cost of defense.  Marquest has claimed that the insurance
company mishandled the lawsuit and has declined to pay.  Marquest was sued by
the insurance company in District Court, Arapahoe County, Colorado in February
1994 alleging damages of up to $540,000.  Subsequent to March 31, 1996, Marquest
entered into a settlement agreement with the insurance company pursuant to which
required Marquest to pay the insurance company $170,000.

The Company, through a subsidiary, owns a 60% interest in Bio Systems Partners
("BSP") which operates in the Company's Waste Management Services Segment. 
Pursuant to summary judgment granted in a civil action filed in the United
States District Court for the Eastern District of New York in March 1994, the
Company's subsidiary is required to purchase 40% equity interest of its minority
partner in BSP.  Pursuant to the partnership agreement, the Company's subsidiary
and the minority partner performed separate appraisals of the minority interest.
The separate appraisals were not consistent, therefore, a third appraiser,
selected by the partners, has been retained to review each of the valuations and
determine the final valuation  and purchase price.

The Company is subject to other legal proceedings and claims that arise in the
ordinary course of business.   Although the outcome of such proceedings and
claims cannot be determined with certainty, management is of the opinion that
their final outcome will not have a material adverse effect on the Company's
operations or financial position.

                                         F-17


<PAGE>

NOTE 9.  STOCKHOLDERS' EQUITY

STOCK OPTIONS

The Company has three stock option plans and a Long-Term Incentive Plan.
Options may be exercised at a rate ranging from 20 to 33 percent per year and
expire after eight years.  At March 31, 1996, the maximum shares available under
these plans for future grants were 1,859,200.  The price of options granted to
date has generally been at the fair market value of the shares on date of grant.

A summary of changes in outstanding options is as follows:

                                                                     Weighted
                                                  Shares              Average
                                                  Subject            Price per
                                                 to Option             Share
                                                 ---------           ---------

    Balance at March 31, 1993                     209,800              $14.34
       Options granted                               -                   -
       Options exercised                             -                   -
       Options canceled and expired               (10,000)              19.69
                                                 ---------           ---------

    Balance at March 31, 1994                     199,800               14.07
        Options granted                           241,000               10.34
        Options exercised                            -                   -
        Options canceled and expired                 -                   -
                                                 ---------           ---------

    Balance at March 31, 1995                     440,800               12.03
         Options granted                             -                   -
         Options exercised                           -                   -
         Options canceled and expired            (311,000)              10.77
                                                 ---------           ---------
    Balance at March 31, 1996                     129,800              $15.05
                                                 ---------           ---------
                                                 ---------           ---------

    Options exercisable at March 31, 1996         102,800
                                                 ---------
                                                 ---------

CONVERTIBLE PREFERRED STOCK

As part of the Marquest acquisition in fiscal 1994, the Company issued 43,516
shares of its 5% Convertible Preferred Stock, $.01 par value (the "Preferred
Stock") to the former holders of Marquest's defaulted Swiss bonds (see Note 2).
The Company has 2,000,000 shares of the Preferred Stock authorized.  Each share
of the Preferred Stock is convertible into approximately 4.43 shares of the
Company's Common Stock.  At March 31, 1996, the Company had 28,885 shares of the
Preferred Stock outstanding.

NOTE  10. RETIREMENT PLAN

A contributory 401(k) salary reduction plan covers all nonunion employees, and
union employees in a few states, who are over 21 years of age and have been
employed at least one year.  Prior to April 1, 1995, Company contributions were
200% of employee contributions.  Effective April 1, 1995, the Company may make a
matching contribution not to exceed 6% of an employee's compensation.  For
fiscal 1996, the Company made a matching contribution of 100% of employee
contributions up to the maximum of 6% of the employee compensation.  Company
contributions were approximately $108,000, $201,000, and $178,000 for fiscal
years 1996, 1995, and 1994, respectively.


                                      F-18
<PAGE>

NOTE 11. INCOME TAXES

During the first quarter of fiscal 1994, the Company adopted Statement of
Financial Accounting Standards (SFAS) No. 109, "Accounting for Income Taxes,"
which required the use of the liability method of accounting for income taxes.
Deferred taxes are determined based on the estimated future tax effects of
differences between the financial statement and tax bases of assets and
liabilities given the provisions of the enacted tax laws.  The Company
determined that the cumulative adjustment due to the adoption of SFAS No. 109
was $254,000 in fiscal 1994 as a result of the recognition of net operating loss
carryforwards which were not allowed to be recognized as deferred tax assets
under the Company's prior method of accounting for income taxes using Accounting
Principles Board Opinion No. 11.

As of March 31 the Company's net deferred tax assets consisted of the following:

                                                  1996                1995
                                              -------------       -----------

        Deferred tax assets:
          Accrued expenses                    $   867,000         $   923,000
          Partnership losses                      604,000             819,000
          Capital Losses                          971,000           1,044,000
          Net operating loss carryforwards      6,155,000           6,615,000
          Other                                   462,000             838,000
                                              -------------       -------------
            Total deferred tax assets           9,059,000          10,239,000
                                              -------------       -------------

        Deferred tax liabilities:
          Amortization of intangibles                -                (39,000)
          Depreciation                           (278,000)           (273,000)
                                              -------------       -------------
            Total deferred tax liabilities       (278,000)           (312,000)
                                              -------------       -------------

          Valuation allowance                  (8,452,000)         (9,598,000)
                                              -------------       -------------

        Net deferred tax assets               $   329,000         $   329,000
                                              -------------       -------------
                                              -------------       -------------

A reconciliation of income tax provision (benefit) from continuing operations at
the Federal statutory rates to actual tax provision (benefit) from continuing
operations follows:

<TABLE>
<CAPTION>

                                                                   1996           1995           1994
                                                              ------------   ------------   ------------
<S>                                                           <C>            <C>            <C>

    Computed statutory amount                                  $ 1,095,000    $(2,299,000)   $  (970,000)
    Increase (decrease) in taxes resulting from:

       State income taxes, net of federal income
          tax benefit                                              129,000       (270,000)      (114,000)
       Minority interest in net (income) loss of
         subsidiaries                                               (7,000)       (28,000)       (14,000)
       Amortization of goodwill                                    142,000         92,000        129,000
       IRS settlement                                              697,000           -              -
       Net Federal and State tax refunds                          (150,000)      (250,000)      (311,000)
       Net change in valuation allowance                        (1,494,000)     2,249,000         78,000
       Other, net                                                  136,000        309,000        184,000
                                                              -------------  ------------   -------------
     Provision (benefit) for income taxes                      $   548,000    $  (197,000)   $(1,018,000)
                                                              -------------  ------------   -------------
                                                              -------------  ------------   -------------
</TABLE>


                                       F-19

<PAGE>

Components of the provision (benefit) for income taxes are as follows:

<TABLE>
<CAPTION>
                                                                   1996           1995           1994
                                                              ------------   ------------   ------------
<S>                                                           <C>            <C>            <C>
    Current taxes:
        Federal                                               $  612,000     $  (126,000)   $  (887,000)
        State                                                    (64,000)       (192,000)        93,000
                                                              ------------   -------------   ------------
                                                                 548,000        (318,000)      (794,000)
     Deferred taxes                                                 -            121,000       (224,000)
                                                              ------------   -------------   ------------
    Provision (benefit) for income taxes                      $  548,000     $  (197,000)   $(1,018,000)
                                                              ------------   -------------   ------------
                                                              ------------   -------------   ------------
</TABLE>

At March 31, 1996, the Company, excluding Marquest, has regular tax loss
carryforwards of approximately $3,461,000 expiring in 2010.  Marquest, which
files a separate consolidated tax return, has tax loss carryforwards of
approximately $13,000,000 which expire at varying dates through 2010 and are
limited as to their use.  Marquest also has capital loss carryforwards of
approximately $2,600,000 which expire at varying dates through 1998.  Due to the
transactions discussed in Note 2, the future benefits associated with the
utilization of Marquest's tax loss carryforwards may be substantially limited.
Capital losses can be utilized to the extent Marquest generates capital gains in
the future.

The Company has determined, based upon its recent earnings history, that asset
valuation allowances of $8,452,000 and $9,598,000 should be established against
its deferred tax assets as of March 31, 1996 and 1995.

During fiscal 1994, Marquest received a refund of federal income taxes of
approximately $745,000 due to the carryback to prior years of losses incurred
during the temporary suspension of operations by the FDA.  The Internal Revenue
Service ("IRS") completed an audit, and in July 1994, determined that the losses
could not be carried back and issued an assessment to Marquest for the taxes
plus interest.  In  fiscal 1996, Marquest settled additional tax issues related
to audits by the IRS for fiscal years 1982-1988.  Marquest recorded $697,000 of
additional taxes and interest.  Marquest negotiated a repayment plan whereby
Marquest paid $400,000 in June 1995 and the remaining liability for taxes,
interest and penalties of approximately $970,000 at March 30, 1996 will be
repaid in monthly installments of $40,000.  The IRS has placed a lien on
Marquest's facility in Englewood, Colorado to secure payment of the taxes.

NOTE 12. RELATED-PARTY TRANSACTIONS

At March 31, 1996 and 1995, the Company had payables to affiliates of
approximately $2,286,000 and $7,601,000, respectively due to Scherer Scientific,
Ltd. and Scherer Capital, L.L.C ("Scherer Cap").  These payables are due on
demand and bear interest at prime rate plus .5% (8.75% at March 31, 1996).
These entities are controlled by the majority stockholder of the Company.

In December 1995, Scherer Cap and Marquest signed a short-term promissory note
enabling Marquest to borrow a maximum of $1,800,000, of which $1,100,000 was
borrowed in December 1995.  The note was secured by Marquest's inventory and
accounts receivable and was due February 1996.  Marquest repaid $400,000 of the
borrowings in January 1996 and the balance of $700,000 was refinanced under a
Loan and Security Agreement (the "Loan Agreement") signed by Marquest and
Scherer Cap on March 28, 1996.  The Loan Agreement enables Marquest to borrow a
maximum of $1,500,000 at an interest rate of 12% over prime, adjusted quarterly.
The rate was 9.75% as of March 31, 1996.  Any amounts borrowed under the Loan
Agreement are represented by Convertible Notes due April 1, 2001 (the "Scherer
Cap Notes") and are secured by Marquest's inventory, building, and equipment.
Pursuant to the Loan Agreement, which expires February 28, 2001, the Scherer Cap
Notes are convertible at the option of Scherer Cap into shares of Marquest's
Common Stock at a conversion price of $.70 per share.  As of March 31, 1996,
Marquest had borrowed $700,000 under the Loan Agreement and the Scherer Cap
Notes.  Additionally, on March 29, 1996 Scherer Cap  purchased 2,061,856 shares
of Marquest Common Stock for an aggregate purchase price of $1,000,000.


                                         F-20

<PAGE>

During the first quarter of fiscal 1996 and prior periods, Scherer Scientific,
Ltd. provided to the Company and its subsidiaries administrative, accounting,
management oversight and payroll services (collectively, the "Administrative
Services").  Effective July 1, 1995, Scherer Scientific, Ltd. and the Company
terminated the Administrative Services arrangement and approximately 14
employees of Scherer Scientific, Ltd. became employees of the Company.  As a
result, the Company currently provides its own administrative, accounting,
management and payroll services.

The Company was charged the following fees by the above affiliates:



                                             1996         1995          1994
                                          ---------    ----------     ---------
Management fees                           $150,000     $ 610,000      $500,000
Accounting and other services                 -           78,000       113,000
Interest expense                           539,000       544,000       252,000
                                          ---------    ----------     ---------
     Total                                $689,000    $1,232,000      $865,000
                                          ---------    ----------     ---------
                                          ---------    ----------     ---------

Until March 1995, Scherer Labs utilized the inventory receiving, warehousing and
distribution, customer service, and invoicing services of an entity controlled
by certain former officers of the Company and 25% owned by the majority
shareholder of the Company.  The fees charged for these services were $104,000
and $96,000 in fiscal 1995 and 1994, respectively.

During fiscal 1994, the Company acquired a 10% interest in Biofor from the
former President of Biofor in exchange for 165,000 shares of the Company's
Common Stock valued, at the time of the transaction, at approximately
$2,000,000.  Additionally during fiscal 1994, the former President of Biofor
exercised his option from a previous transaction with the Company.  The option
required the Company to purchase 5,000 shares of the Company's Common Stock from
the former President of Biofor for $20 per share.

<TABLE>
<CAPTION>

NOTE 13. SUPPLEMENTAL CASH FLOW INFORMATION
                                                                      Years Ended March 31
                                                         ------------------------------------------
                                                               1996           1995          1994
                                                         ------------  -------------    -----------
<S>                                                      <C>           <C>              <C>
NONCASH INVESTING AND FINANCING
  TRANSACTIONS:
    Issuance of common stock for purchase of
      minority interest in Biofor                        $        -     $        -      $ 3,660,000
                                                         ------------  -------------    -----------
                                                         ------------  -------------    -----------

    Issuance of preferred stock in exchange for Note
      Receivable from Marquest to the Company            $        -     $        -      $ 4,352,000
                                                         ------------  -------------    -----------
                                                         ------------  -------------    -----------

    Conversion of Notes from Marquest to Marquest
      Common Stock                                       $  2,715,000   $  2,500,000    $      -
                                                         ------------  -------------    -----------
                                                         ------------  -------------    -----------
Supplemental information:
Interest paid during the year                            $  1,395,000   $    935,000    $ 1,179,000
Income taxes paid (refunded) during the year                  471,000     (1,149,000)    (1,110,000)
</TABLE>


                                         F-21

<PAGE>

                                      SCHEDULE I

                               SCHERER HEALTHCARE, INC.

                    CONDENSED FINANCIAL INFORMATION OF REGISTRANT

                                    BALANCE SHEETS
                               MARCH 31, 1996 AND 1995

                                        ASSETS
                                                          1996          1995
                                                    -------------  ------------
CURRENT ASSETS
  Cash and cash equivalents                         $   1,987,000   $   711,000
  Investments, at cost                                       -        3,232,000
  Accounts and notes receivable                         3,389,000     4,690,000
  Receivable from Marquest                                 43,000       683,000
  Inventories                                             542,000     3,034,000
  Other current assets                                    158,000     1,074,000
                                                    -------------  ------------
    Total current assets                                6,119,000    13,424,000
                                                    -------------  ------------

PROPERTY AND EQUIPMENT, net                             3,548,000     4,827,000
                                                    -------------  ------------

INVESTMENT IN MARQUEST                                  6,882,000     6,339,000
GOODWILL AND OTHER INTANGIBLES, net                     2,926,000     3,557,000
OTHER ASSETS                                            2,380,000     2,016,000
                                                    -------------  ------------

                                                    $  21,855,000   $30,163,000
                                                    -------------  ------------
                                                    -------------  ------------

                         LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
  Accounts payable                                  $   2,423,000   $ 2,269,000
  Payable to affiliates                                 2,280,000     7,602,000
  Line of credit and current maturities of
    debt obligations                                      178,000     2,156,000
  Other current liabilities                                82,000     2,443,000
                                                    -------------  ------------

    Total current liabilities                           4,963,000    14,470,000
                                                    -------------  ------------

OTHER LIABILITIES                                         718,000     1,207,000

STOCKHOLDERS' EQUITY                                   16,174,000    14,486,000
                                                    -------------  ------------

                                                    $  21,855,000  $ 30,163,000
                                                    -------------  ------------
                                                    -------------  ------------

The notes to consolidated financial statements are an integral part of the
condensed balance sheets.

This schedule presents Scherer Healthcare, Inc. and subsidiaries consolidated
except for its Marquest subsidiary.  Marquest's assets are restricted as to
their distribution to the Company.


                                         S-1

<PAGE>

                                      SCHEDULE I

                               SCHERER HEALTHCARE, INC.

                    CONDENSED FINANCIAL INFORMATION OF REGISTRANT

                               STATEMENTS OF OPERATIONS
                            FOR THE YEARS ENDED MARCH 31,

                                           1996          1995          1994
                                       -----------   ------------   -----------

NET SALES                             $ 19,413,000    $22,226,000   $18,763,000
                                       -----------   ------------   -----------

COSTS AND EXPENSES
  Costs of goods sold                   13,234,000     16,343,000    12,942,000
  Selling, general and administrative    6,662,000      7,385,000     6,407,000
  Nonrecurring charges                        -         2,000,000          -
                                       -----------   ------------   -----------
    Total costs and expenses            19,896,000     25,728,000    19,349,000

OPERATING LOSS                            (483,000)    (3,502,000)     (586,000)

OTHER INCOME, net
  Gain on sale of assets                 2,781,000           -             -
  Other, net                               265,000         67,000     1,155,000
                                       -----------   ------------   -----------
    Total other income, net              3,046,000         67,000     1,155,000
                                       -----------   ------------   -----------

Income (loss) from continuing
  operations before net loss from
  unconsolidated subsidiary, income
  taxes, and change in accounting
  principle                              2,563,000     (3,435,000)     (569,000)
Net loss from unconsolidated subsidiary    (45,000)    (1,399,000)   (1,009,000)
                                       -----------   ------------   -----------

Income (loss) from continuing oper-
  ations before income taxes and
  change in accounting principle         2,518,000     (4,834,000)     (440,000)
Benefit for income taxes                   150,000        197,000     1,018,000
                                       -----------   ------------   -----------

Income (loss) from continuing
  operations before change in
  accounting principle                   2,668,000     (4,637,000)      578,000
Loss from discontinued operations         (920,000)    (5,534,000)   (4,795,000)
                                       -----------   ------------   -----------

Income (loss) before change in
  accounting principle                   1,748,000    (10,171,000)   (4,217,000)

Change in accounting principle,
  benefit from change in method of
  accounting for income taxes                 -              -          254,000
                                       -----------   ------------   -----------

NET INCOME (LOSS)                      $ 1,748,000   $(10,171,000)  $(3,963,000)
                                       -----------   ------------   -----------
                                       -----------   ------------   -----------


The notes to consolidated financial statements are an integral part of the
condensed statements of operations.

This schedule presents Scherer Healthcare, Inc. and subsidiaries consolidated
except for its Marquest subsidiary.  Marquest's assets are restricted as to
their distribution to the Company.


                                         S-2

<PAGE>

                                      SCHEDULE I

                               SCHERER HEALTHCARE, INC.

                    CONDENSED FINANCIAL INFORMATION OF REGISTRANT

                               STATEMENTS OF CASH FLOWS
                            FOR THE YEARS ENDED MARCH 31,

<TABLE>
<CAPTION>

                                                     1996           1995           1994
                                                ------------   ------------    -----------
<S>                                             <C>            <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net (income) loss                             $  1,748,000   $(10,171,000)   $(3,963,000)


  Adjustments to reconcile net income (loss)
    to net cash provided by (used for)
    operating activities:
      Depreciation and amortization                1,178,000      1,295,000      1,397,000
      Nonrecurring charges                              -         2,000,000           -
      Net loss from unconsolidated subsidiary         45,000      1,399,000      1,009,000
      Gain on sale of assets                      (2,781,000)       -                 -
      Loss from discontinued operations              920,000      5,534,000      4,795,000
      Other, net                                     139,000       (224,000)        31,000
  Changes in operating assets and liabilities,
    net                                              652,000        611,000     (2,881,000)
                                                ------------   ------------    -----------
  Net cash provided by operating activities of
    continuing operations                          1,901,000        444,000        388,000
  Net operating activities of discontinued
    operations                                    (1,564,000)    (2,105,000)    (2,616,000)
                                                ------------   ------------    -----------
  Net cash provided by (used for) operating
    activities                                       337,000     (1,661,000)    (2,228,000)
                                                ------------   ------------    -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Additions to property and equipment, net          (605,000)    (1,107,000)    (2,241,000)
  Proceeds from sale of assets                     4,922,000           -              -
  Investment in Marquest                                -            (6,000)    (4,531,000)
  Decrease in notes receivable                       648,000        389,000      1,400,000
  Decrease (increase) in investments               3,232,000       (232,000)      (542,000)
  Other investing activities, net                     82,000           -              -
                                                ------------   ------------    -----------
    Net cash provided by (used for) investing
      activities                                   8,279,000       (956,000)    (5,914,000)
                                                ------------   ------------    -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Net (repayments of) proceeds from borrowings    (2,019,000)      (913,000)     1,976,000
  Advances from (repayments to) affiliates        (5,321,000)     2,356,000      2,161,000
  Purchase of treasury stock                            -              -          (100,000)
                                                ------------   ------------    -----------
    Net cash provided by (used for) financing
      activities                                  (7,340,000)     1,443,000      4,037,000
                                                ------------   ------------    -----------

CHANGE IN CASH AND CASH EQUIVALENTS                1,276,000     (1,174,000)    (4,105,000)

CASH AND CASH EQUIVALENTS, beginning of year         711,000      1,885,000      5,990,000
                                                ------------   ------------    -----------

CASH AND CASH EQUIVALENTS, end of year          $  1,987,000   $    711,000    $ 1,885,000
                                                ------------   ------------    -----------
                                                ------------   ------------    -----------
</TABLE>
 
The notes to consolidated financial statements are an integral part of the
condensed statements of cash flows.

This schedule presents Scherer Healthcare, Inc. and subsidiaries consolidated
except for its Marquest subsidiary.  Marquest's assets are restricted as to
their distributions to the Company.


                                         S-3

<PAGE>


                                     SCHEDULE II

                               SCHERER HEALTHCARE, INC.

                          VALUATION AND QUALIFYING ACCOUNTS

                           THREE YEARS ENDED MARCH 31, 1996



<TABLE>
<CAPTION>







                                                                 Additions
                                                           ----------------------
                Col. A                          Col. B      Col. C        Col. D      Col. E       Col. F
- -----------------------------------------     ---------    ---------   ----------    ---------     --------
<S>                                           <C>         <C>          <C>          <C>            <C>
                                               Balance    Charged to     Charged                   Balance
                                              Beginning    Costs and     to Other                  at End
             Description                       of Year     Expenses      Accounts   Deductions     of Year
- -----------------------------------------     ---------    ---------   ----------    ---------     --------
1996:
Allowance for doubtful accounts               $ 228,000    $ 112,000       -         $97,000(a)    $243,000
                                              ---------    ---------   ----------    ---------     --------
                                              ---------    ---------   ----------    ---------     --------

1995:
Allowance for doubtful accounts               $ 216,000    $  86,000       -         $74,000(a)    $228,000
                                              ---------    ---------   ----------    ---------     --------
                                              ---------    ---------   ----------    ---------     --------

1994:
Allowance for doubtful accounts                $ 94,000    $   1,000   $178,000(b)   $57,000(a)    $216,000
                                              ---------    ---------   ----------    ---------     --------
                                              ---------    ---------   ----------    ---------     --------
</TABLE>






(a) Accounts written off net of recoveries.
(b) Purchase of Marquest


                                         S-4

<PAGE>

                                        ANNEX VI

                      THE COMPANY'S QUARTERLY REPORT ON FORM 10-Q
                      FOR THE FISCAL QUARTER ENDED JUNE 30, 1996

<PAGE>

                                                              
                                                     
                          SECURITIES AND EXCHANGE COMMISSION
                                WASHINGTON, D.C. 20549

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

                                      FORM 10-Q
                                           
                 QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                         THE SECURITIES EXCHANGE ACT OF 1934
                                           
                     FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1996
                                           
                             COMMISSION FILE NO. 0-10552

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

                               SCHERER HEALTHCARE, INC.
                (Exact name of registrant as specified in its Charter)

                                           
         DELAWARE                                    59-0688813
(State or other jurisdiction of                   (I.R.S. Employer
incorporation or organization)                    Identification No.)
                                           
                                           
                                                                          
              2859 PACES FERRY ROAD, SUITE 300, ATLANTA, GEORGIA  30339
             (Address of principal executive offices, including Zip Code)
                                           
                                    (770) 333-0066
                 (Registrant's telephone number, including area code)
                                           
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

                                YES__X__           NO  


Indicate the number of shares of each of the issuer's classes of  Common Stock,
as of the latest practicable date:


                CLASS                    OUTSTANDING AS OF JULY 30, 1996
- -----------------------------------  ----------------------------------------
   Common Stock, $0.01 par value                    4,291,831

<PAGE>

                               SHERER HEALTHCARE, INC.
                                           
                            QUARTERLY REPORT ON FORM 10-Q
                         FOR THE QUARTER ENDED JUNE 30, 1996
                                           
                                  TABLE OF CONTENTS
                                           
ITEM                                                                   PAGE 
NUMBER        PART I.  FINANCIAL INFORMATION                           NUMBER
- ------                                                                 ------

  1           Financial Statements:

              Condensed Consolidated Balance
              Sheets as of June 30, 1996 and
              March 31,1996. . . . . . . . . . . . . . . . . . . . .       3

              Condensed Consolidated Statements
              of Operations for the Three Months 
              Ended June 30, 1996 and 1995 . . . . . . . . . . . . .       5

              Condensed Consolidated Statements 
              of Cash Flows for the Three Months 
              Ended June 30, 1996 and 1995 . . . . . . . . . . . . .       6

              Notes to Condensed Consolidated
              Financial Statements . . . . . . . . . . . . . . . . .       7

  2           Management's Discussion and Analysis
              of Financial Condition and Results
              of Operations. . . . . . . . . . . . . . . . . . . . .       9

                             PART II.  OTHER INFORMATION
                                           
  6           Exhibits and Reports on Form 8-K . . . . . . . . . . .      13

              SIGNATURES . . . . . . . . . . . . . . . . . . . . . .      14

              Index to Exhibits. . . . . . . . . . . . . . . . . . .      15


                                          2

<PAGE>

PART I.  FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS


                              SCHERER HEALTHCARE, INC. 
                        CONDENSED CONSOLIDATED BALANCE SHEETS 
                                     (UNAUDITED)
                                           
                                        ASSETS
                                           
                                           
                                                 June 30, 1996    March 31, 1996
                                                ---------------  ---------------
                                                                              
CURRENT ASSETS                                                                
  Cash and cash equivalents                       $ 2,777,000      $ 3,622,000
  Accounts receivable, less allowance for 
    doubtful accounts of $260,000 and $243,000,
    respectively                                    5,424,000        6,092,000
  Current maturities of notes receivable              280,000          393,000
  Inventories                                       4,182,000        3,936,000
  Prepaid and other                                   341,000          331,000
                                                ---------------  ---------------
                                                                              
    Total current assets                           13,004,000       14,374,000
                                                ---------------  ---------------
                                                                              
                                                                              
PROPERTY AND EQUIPMENT                             15,997,000       15,749,000
  Less accumulated depreciation                    (5,432,000)      (5,146,000)
                                                ---------------  ---------------
  Net property and equipment                       10,565,000       10,603,000
                                                ---------------  ---------------
                                                                              
                                                                              
OTHER ASSETS                                                                  
  Cost in excess of net assets of businesses 
    acquired, net                                   6,656,000        6,721,000
  Other investments, at cost                          651,000          651,000
  Notes receivable, less current portion              472,000          506,000
  Intangibles                                         369,000          365,000
  Deferred income taxes                               329,000          329,000
  Other                                               375,000          305,000
  Net assets of discontinued operations               619,000          589,000
                                                ---------------  ---------------
    Total other assets                              9,471,000        9,466,000
                                                ---------------  ---------------
                                                                              
TOTAL ASSETS                                      $33,040,000      $34,443,000
                                                ---------------  ---------------
                                                ---------------  ---------------



              See notes to condensed consolidated financial statements.


                                          3

<PAGE>

                               SCHERER HEALTHCARE, INC.
                        CONDENSED  CONSOLIDATED BALANCE SHEETS
                                     (UNAUDITED)
                                           
                         LIABILITIES AND STOCKHOLDERS' EQUITY
                                           
                                                 June 30, 1996   March 31, 1996
                                                ---------------  ---------------
CURRENT LIABILITIES
  Accounts payable                                $ 1,858,000      $ 2,150,000
  Accrued expenses                                  4,266,000        5,002,000
  Current maturities of debt obligations              971,000          981,000
  Payable to affiliates                             2,160,000        2,286,000
  Other                                                42,000           49,000
  Net liabilities of discontinued operations           20,000           33,000
                                                ---------------  ---------------
                                                                              
    Total current liabilities                       9,317,000       10,501,000
                                                ---------------  ---------------
                                                                              
LONG-TERM DEBT, net of current maturities           5,293,000        5,291,000
                                                ---------------  ---------------
                                                                              
OTHER LIABILITIES                                     341,000          347,000
                                                ---------------  ---------------
                                                                              
COMMITMENTS AND CONTINGENCIES                                                 
    
                                                                              
MINORITY INTERESTS IN SUBSIDIARY
AND PARTNERSHIPS                                    1,929,000        2,130,000
                                                ---------------  ---------------
                                                                              
STOCKHOLDERS' EQUITY
  Convertible preferred stock - $.01 par value,
    2,000,000 shares authorized;
    28,677 shares issued and outstanding
    (28,885 at March 31, 1996)                           -                -   
  Common stock - $.01 par value,
    12,000,000 shares authorized;
    4,670,848 shares issued
    (4,669,928 at March 31, 1996);
    4,291,486 shares outstanding
    (4,290,566 at March 31, 1996)                      47,000           47,000
  Capital in excess of par value                   22,316,000       22,316,000
  Accumulated deficit                              (3,170,000)      (3,156,000)
  Less treasury stock, at cost                     (3,033,000)      (3,033,000)
                                                ---------------  ---------------
                                                                              
    Total stockholders' equity                     16,160,000       16,174,000
                                                ---------------  ---------------
                                                                              
TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY                                            $33,040,000      $34,443,000
                                                ---------------  ---------------
                                                ---------------  ---------------


              See notes to condensed consolidated financial statements.


                                          4

<PAGE>
                                                                              
                               SCHERER HEALTHCARE, INC.
                    CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                     (UNAUDITED)

                                                         Three months ended
                                                              June 30,
                                                  ------------------------------
                                                       1996             1995
                                                  -------------    -------------
                                                                              
NET SALES                                         $ 9,059,000      $11,468,000
                                                  -------------    -------------
                                                                              
COSTS AND EXPENSES
  Cost of goods sold                                6,158,000        7,737,000
  Selling, general, and administrative              2,932,000        3,486,000
  Research and development                             43,000           39,000
                                                  -------------    -------------
                                                                              
    Total costs and expenses                        9,133,000       11,262,000
                                                  -------------    -------------
                                                                              
OPERATING INCOME (LOSS)                               (74,000)         206,000
                                                  -------------    -------------
                                                                              
OTHER INCOME (EXPENSE)                                                        
  Interest income                                      65,000           86,000
  Interest expense                                   (230,000)        (356,000)
  Gain on sale of assets                                 -             209,000
  Other, net                                           20,000            5,000
                                                  -------------    -------------
                                                                              
    Total other income (expense)                     (145,000)         (56,000)
                                                  -------------    -------------
                                                                              
Income (loss) from continuing operations before 
  minority interest and income taxes                 (219,000)         150,000
                                                                              
Minority interest in net loss of subsidiary and
  partnerships                                        216,000           16,000
                                                  -------------    -------------
                                                                              
Income (loss) from continuing operations before 
  income taxes                                         (3,000)         166,000
                                                                              
Provision for income taxes                            (11,000)         (23,000)
                                                  -------------    -------------
                                                                              
Income (loss) from continuing operations              (14,000)         143,000
                                                                              
Loss from discontinued operations                      -              (326,000)
                                                  -------------    -------------
                                                                               
NET LOSS                                          $   (14,000)     $  (183,000)
                                                  -------------    -------------
                                                  -------------    -------------
                                                                              
INCOME (LOSS) PER COMMON SHARE:                                               
    
     Income (loss) from continuing operations    $      0.00      $       0.03
     Loss from discontinued operations                   -               (0.07)
                                                  -------------    -------------
NET LOSS PER COMMON SHARE                        $      0.00      $      (0.04)
                                                  -------------    -------------
                                                  -------------    -------------
                                                                              
WEIGHTED AVERAGE COMMON SHARES 
OUTSTANDING                                         4,290,745        4,266,452
                                                  -------------    -------------
                                                  -------------    -------------
                                           
              See notes to condensed consolidated financial statements.


                                          5

<PAGE>

                               SCHERER HEALTHCARE, INC.
                   CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                     (UNAUDITED)

                                                         Three months ended
                                                              June 30,
                                                  ------------------------------
                                                       1996             1995
                                                  -------------    -------------
                                                                              
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss                                            (14,000)        (183,000)
  Adjustments to reconcile net loss to net cash 
  used for operating activities:                             
    Depreciation and amortization                     366,000          618,000
    Minority interest                                (202,000)          25,000
    Gain on sale of assets                                -           (209,000)
    Loss from discontinued operations                     -            326,000
    Other noncash charges and credits, net             (2,000)          (9,000)
  Changes in operating assets and liabilities, 
  net of acquisitions:                                                        
    Accounts receivable, net                          651,000          380,000
    Inventories                                      (246,000)         136,000
    Prepaid and other                                 (10,000)          22,000
    Accounts payable and accrued expenses          (1,027,000)      (1,171,000)
    Other liabilities                                  (5,000)         (12,000)
                                                 ------------     ------------
  Net cash used for operating activities of 
  continuing operations                              (489,000)         (77,000)
                                                 ------------     ------------
  Net operating activities of discontinued
  operations                                          (43,000)        (585,000)
                                                 ------------     ------------
  Net cash used for operating activities             (532,000)        (662,000)
                                                 ------------     ------------
                                                                              
CASH FLOWS FROM INVESTING ACTIVITIES:                                         
  Additions to property and equipment, net           (247,000)        (118,000)
  Proceeds from sale of assets                            -            209,000
  Decrease in notes receivable                        145,000          117,000
  Decrease in investments                                 -          3,176,000
  Other investing activities, net                     (89,000)         360,000
                                                 ------------     ------------
Net cash provided by (used for) investing 
  activities                                         (191,000)       3,744,000
                                                 ------------     ------------
                                                                              
CASH FLOWS FROM FINANCING ACTIVITIES                                          
  Net (repayment of) proceeds from borrowings           5,000       (2,074,000)
  Net repayments to affiliated companies             (127,000)         (28,000)
                                                 ------------     ------------
Net cash used for financing activities               (122,000)      (2,102,000)
                                                 ------------     ------------
                                                                              
CHANGE IN CASH AND CASH EQUIVALENTS                  (845,000)         980,000
                                                                              
CASH AND CASH EQUIVALENTS, beginning of period      3,622,000        1,273,000
                                                 ------------     ------------
                                                                              
CASH AND CASH EQUIVALENTS, end of period         $  2,777,000     $  2,253,000
                                                 ------------     ------------
                                                 ------------     ------------
                                                                              
              See notes to condensed consolidated financial statements.


                                          6

<PAGE>

                               SCHERER HEALTHCARE, INC.
                                           
                NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                           

NOTE 1.  
The accompanying condensed consolidated financial statements of Scherer
Healthcare, Inc. and its subsidiaries (the "Company") include all adjustments
that, in the opinion of management, are necessary for a fair presentation of the
results for the period indicated.  Quarterly results of operations are not
necessarily indicative of annual results.
These statements should be read in conjunction with the consolidated financial
statements and the notes thereto included in the  Company's Annual Report on
Form 10-K for the fiscal year ended March 31, 1996.

Certain fiscal 1996 amounts have been reclassified to conform with the fiscal
1997 presentation.


NOTE 2.
The components of inventory consist of the following:

                                                 June 30, 1996   March 31, 1996
                                                 -------------   --------------

     Finished products                           $  1,824,000    $   1,884,000
     Work in progress                                 250,000          233,000
     Containers, packaging, and raw materials       2,108,000        1,819,000
                                                 -------------   --------------
                                                                              
                                                 $  4,182,000    $   3,936,000
                                                 -------------   --------------
                                                 -------------   --------------

Inventories are stated at the lower of net realizable value or cost using the
first-in, first-out ("FIFO") method.

NOTE 3.
Debt and obligations under capital leases consist of the following:

<TABLE>
<CAPTION>

                                                           June 30, 1996  March 31, 1996
                                                           -------------  --------------
    <S>                                                   <C>             <C>
    Swiss debt principal and accrued interest at 9%         $   383,000     $   397,000
    Note payable to bank, due through fiscal 2004;
       variable interest rate, 8.125% at June 30, 1996          949,000         975,000
    Note payable to Scherer Capital, L.L.C. due fiscal
     2002, prime plus 1 1/2%, 9.75% at June 30, 1996            700,000         700,000
    Obligations under capital leases, due in varying
       installments through fiscal 2002                       1,314,000       1,290,000
    Swiss notes payable due fiscal 1999 at 8%                 2,896,000       2,896,000
    Other long-term debt                                         22,000          14,000
                                                           -------------  --------------
                                                              6,264,000       6,272,000
    Less current maturities                                    (971,000)       (981,000)
                                                           -------------  --------------
    Long-term debt                                          $ 5,293,000     $ 5,291,000
                                                           -------------  --------------
                                                           -------------  --------------

</TABLE>


                                          7

<PAGE>

NOTE 4.
At June 30, 1996 and March 31, 1996, the Company had payables to affiliates of
approximately $2,160,000 and $2,286,000, respectively, due to Scherer
Scientific, Ltd. and Scherer Capital, L.L.C. ("Scherer Cap").   These payables
are due on demand and bear interest at prime rate plus .5% (8.75% at June 30,
1996).  These entities are controlled by the majority stockholder of the
Company.

In March 1996, Scherer Cap and Marquest Medical Products, Inc., a 51% owned
subsidiary of the Company ("Marquest"), entered into a Loan and Security
Agreement (the "Loan Agreement") to refinance the balance of $700,000 owed to
Scherer Cap by Marquest on a short-term promissory note.  The Loan Agreement
enables Marquest to borrow a maximum of $1,500,000 at an interest rate of 1 1/2%
over prime, adjusted quarterly.  The rate was 9.75% as of June 30, 1996.  Any
amounts borrowed under the Loan Agreement are represented by Convertible Notes
due April 1, 2001 (the "Scherer Cap Notes") and are secured by Marquest's
inventory, building, and equipment.  Pursuant to the Loan Agreement, which
expires February 28, 2001, the Scherer Cap Notes are convertible at the option
of Scherer Cap into shares of Marquest's Common Stock at a conversion price of
$.70 per share.  As of June 30, 1996, Marquest had borrowed $700,000 under the
Loan Agreement and the Scherer Cap Notes.  Additionally, in March 1996 Scherer
Cap purchased 2,061,856 shares of Marquest Common Stock for an aggregate
purchase price of $1,000,000.

During the first quarter of fiscal 1996 and prior periods, Scherer Scientific,
Ltd. provided to the Company and its subsidiaries administrative, accounting,
management oversight and payroll services (collectively, the "Administrative
Services") and facilities costs.  Effective July 1, 1995, Scherer Scientific,
Ltd. and the Company terminated the Administrative Services arrangement and
certain employees of Scherer Scientific, Ltd. became employees of the Company. 
As a result, the Company currently provides its own administrative, accounting,
management and payroll services.

NOTE 5.
On August 6, 1996, Scherer Healthcare, Ltd. ("Scherer Ltd."), which is doing
business as Protective Disposable Apparel, and Health-Pak, Inc. ("Health-Pak")
signed a Letter of Intent which contemplates that Scherer Ltd. will sell
substantially all of its assets to Health-Pak on or before September 30, 1996. 
The assets to be acquired by Health-Pak consist of accounts receivable,
inventory and furniture and fixtures (the "Assets").  The purchase price for the
Assets will be the book value of the inventory plus the accounts receivable less
the accounts payable as of September 30, 1996 or the date of closing.  The
transaction is subject to a number of conditions, including negotiation and
execution of a definitive agreement and approval by the respective Boards of
Directors and Partners.


                                          8

<PAGE>

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS

The following discussion contains, in addition to historical information,
forward-looking statements.  The Company's actual results may differ
significantly from the results discussed in the forward-looking statements. 
Factors that could cause or contribute to such differences include, but are not
limited to, those discussed below and in the Company's 1996 Annual Report on
Form 10-K.

RESULTS OF OPERATIONS

The following table sets forth, for the periods indicated, the net sales and
operating income (loss) for each segment of the  business of the Company and its
subsidiaries:

                                                         Three months ended
                                                              June 30,
                                                  -----------------------------
                                                       1996             1995
                                                  -------------    ------------
     NET SALES:                                                               
       Medical Device and Surgical/Safety                                     
       Disposables Segment:                                                   
         Marquest Medical Products, Inc.          $ 5,152,000       $ 5,284,000
         Scherer Healthcare, Ltd. (a)                 556,000         3,142,000
       Waste Management Services Segment             2,954,00         2,623,000
       Consumer Healthcare Products Segment           397,000           419,000
                                                  ------------      ------------
         Company Totals                           $ 9,059,000       $11,468,000
                                                  ------------      ------------
                                                  ------------      ------------
                                                             
     OPERATING INCOME (LOSS):                                
       Medical Device and Surgical/Safety                                     
       Disposables Segment:                                                   
         Marquest Medical Products, Inc.          $  (239,000)      $   (45,000)
         Scherer Healthcare, Ltd. (a)                (101,000)          136,000
       Waste Management Services Segment              273,000           268,000
       Consumer Healthcare Products Segment           168,000           180,000
       Corporate                                     (175,000)         (333,000)
                                                  ------------      ------------
         Company Totals                           $   (74,000)      $   206,000
                                                  ------------      ------------
                                                  ------------      ------------



 (a) On October 3, 1995, Scherer Healthcare, Ltd., a majority owned partnership
    of the Company which had been doing business as Custom Medical Products
    ("Scherer Ltd."), sold certain of its assets that were used in connection
    with its business of packing and distributing medical supplies for surgical
    procedures and providing nonwoven medical drapes, gowns and accessory items
    to hospitals and other health care providers (the "Medical Business"). 
    Scherer Ltd. continues to operate in the business of providing nonwoven
    apparel for industrial uses under the name Protective Disposable Apparel. 
    On August 6, 1996, Scherer Ltd. and Health-Pak, Inc. signed a Letter of
    Intent which contemplates that Scherer Ltd. will sell substantially all of
    its assets to Health-Pak, Inc. on or before September 30, 1996.  This is
    discussed further under "Medical Device and Surgical/Safety Disposables
    Segment - Scherer Healthcare, Ltd.".

The Company's net sales decreased by 21% to $9,059,000 for the first quarter of
fiscal 1997 from $11,468,000 for the first quarter of fiscal 1996; however, the
first quarter of fiscal 1996 includes three months of net sales for the Medical
Business, or $2,526,000, which was sold in October 1995.  The Company reported
an operating loss of $74,000 for the first quarter of fiscal 1997 compared to
operating income of $206,000 during the same period in fiscal 1996.  The
Company's cost of sales increased from 67% of net sales in the first quarter of
fiscal 1996 to 68% in the first quarter of fiscal 1997.  Selling, general, and
administrative expenses increased from 30% of net sales in the first quarter of
fiscal 1996 to 32% in the first quarter of fiscal 1997.

The results of operations of the Company are dependent upon the results of
operations of each of its subsidiaries and majority owned partnerships operating
in the Company's individual business segments.  Set forth below is a discussion
of the results of operations of each of these segments. 

                                          9

<PAGE>

MEDICAL DEVICE AND SURGICAL/SAFETY DISPOSABLES SEGMENT

MARQUEST MEDICAL PRODUCTS, INC.   Net sales of the Company's 51% owned
subsidiary, Marquest Medical Products, Inc. ("Marquest"), decreased
approximately 3% to $5,152,000 for the first quarter of fiscal 1997 from
$5,284,000 during the same period in fiscal 1996.  The decrease can primarily be
attributed to the timing of sales orders from certain customers.

Marquest reported an operating loss of $239,000 in the first quarter of fiscal
1997 compared to an operating loss of $45,000 for the first quarter of fiscal
1996.  Marquest's cost of sales increased to 73% of net sales for the first
quarter of fiscal 1997 from 70% of net sales during the first quarter of fiscal
1996 and its selling, general, and administrative expenses increased to 29% of
net sales for the first quarter of fiscal 1997 from 28% during the same period
in fiscal 1996.  The increase in the operating loss is primarily due to the
decrease in net sales combined with an increase in cost of sales associated with
higher overtime expenses.  The increase in overtime expense was in connection
with the rework of certain products and an increase in the manufacturing of
inventory caused by an expansion to the level of inventory during the first
quarter of fiscal 1997.

SCHERER HEALTHCARE, LTD.   On October 3, 1995, Scherer Healthcare, Ltd., a
majority owned partnership of the Company which had been doing business as
Custom Medical Products ("Scherer Ltd."), sold certain assets to Cordis Medical
Products, Inc. ("Cordis Medical"), a wholly-owned subsidiary of Cordis
Corporation ("Cordis").  The assets acquired by Cordis Medical were those used
in connection with Scherer Ltd.'s business of packing and distributing medical
supplies for surgical procedures and providing nonwoven drapes, gowns and
accessory items to hospitals and other health care providers (the "Medical
Business").  Scherer Ltd. continues to operate in the business of providing
nonwoven apparel for industrial uses (the "Industrial Business") under the name
Protective Disposable Apparel.

Scherer Ltd.'s net sales for the first quarter of fiscal 1997 decreased 82% to
$556,000 from $3,142,000 during the first quarter of fiscal 1996; however, the
first quarter of fiscal 1996 includes three months of net sales for the Medical
Business, or $2,526,000, which was sold in October 1995.  Scherer Ltd.'s net
sales for the Industrial Business during the first quarter of fiscal 1997
decreased 10% to $556,000 from $616,000 during the same period in fiscal 1996. 
The decrease in net sales in the Industrial Business is a direct result of a
substantial reduction in sales orders from one of Scherer Ltd.'s significant
distributors during the first quarter of fiscal 1997.

Scherer Ltd. reported an operating loss of $101,000 for the first quarter of
fiscal 1997 compared to operating income of $136,000 during the first quarter of
fiscal 1996.  During the first quarter of fiscal 1996, the Medical Business
reported operating income of $181,000 primarily due to monthly shortfall
payments ($52,000 per month) received from Cordis to help offset losses incurred
under its surgical disposable trays contract with Cordis.  For the first quarter
of fiscal 1997, Scherer Ltd.'s operating loss for the Industrial Business
increased to $101,000 from $45,000 during the first quarter of fiscal 1996 which
can primarily be attributed to the decrease in net sales discussed above.

On August 6, 1996, Scherer Healthcare, Ltd. ("Scherer Ltd."), which is doing
business as Protective Disposable Apparel, and Health-Pak, Inc. ("Health-Pak")
signed a Letter of Intent which contemplates that Scherer Ltd. will sell
substantially all of its assets to Health-Pak on or before September 30, 1996. 
The assets to be acquired by Health-Pak consist of accounts receivable,
inventory and furniture and fixtures (the "Assets").  The purchase price for the
Assets will be the book value of the inventory plus the accounts receivable less
the accounts payable as of September 30, 1996 or the date of closing.  The
transaction is subject to a number of conditions, including negotiation and
execution of a definitive agreement and approval by the respective Boards of
Directors and Partners.

WASTE MANAGEMENT SERVICES SEGMENT

Net sales in the Company's Waste Management Services Segment increased
approximately 13% to $2,954,000 in the first quarter of fiscal 1997 from
$2,623,000 during the first quarter of fiscal 1996.  The increase in sales is
due to the continuing acquisition of medical waste disposal contracts with
hospitals.

Operating income increased approximately 2% to $273,000 for the first quarter of
fiscal 1997 from $268,000 during the first quarter of fiscal 1996.  This
marginal increase in operating income, considering the significant increase in
net sales, was primarily caused by a rise in operating costs that could not be
offset due to pricing pressures in both the hospital and physician markets.

                                          10

<PAGE>

CONSUMER HEALTHCARE PRODUCTS SEGMENT

Net sales for the Consumer Healthcare Products Segment decreased approximately
5% to $397,000 for the first quarter of fiscal 1997 from $419,000 during the
same period in fiscal 1996.  This Segment achieved a record level of sales on
certain of its over-the-counter products during the first quarter of fiscal 1996
and could not sustain that same level of sales during the first quarter of
fiscal 1997.  Operating income decreased approximately 7% to $168,000 for the
first quarter of fiscal 1997 from $180,000 during the first quarter of fiscal
1996.  The decrease in operating income can be attributed to the decrease in net
sales discussed above.

LIQUIDITY AND CAPITAL RESOURCES

THE COMPANY

CASH FLOWS FROM OPERATIONS.
The Company's (excluding Marquest) operating activities from continuing
operations provided cash during the first quarter of fiscal 1997 of
approximately $120,000 compared with a use of cash during the same period in
fiscal 1996 of approximately $126,000.  Scherer Ltd.'s cash used for operating
activities decreased from $127,000 during the first quarter of fiscal 1996 to
approximately $33,000 during the first quarter of fiscal 1997.  The improvement
is primarily due to the sale of the Medical Business in October 1995.  Scherer
Laboratories, Inc., which operates the Company's Consumer Healthcare Products
Segment, improved its cash provided from operations to $119,000 during the first
quarter of fiscal 1997 from approximately $5,000 during the first quarter of
fiscal 1996.  The improvement is primarily due to the timing of collection of
its account receivable.  Most of the sales for the first quarter of fiscal 1996
were in June 1995 and therefore collection of those receivables was during the
second quarter of fiscal 1996.

Discontinuing the operations of Biofor has significantly improved the cash flow
of the Company.  The net cash used by Biofor's operations during the first
quarter of fiscal 1996 was approximately $585,000 compared to approximately
$43,000 during the first quarter of fiscal 1997.

CASH FLOWS FROM FINANCING AND INVESTING ACTIVITIES.
Prior to fiscal 1996, Scherer Scientific, Ltd., Scherer Capital L.L.C. ("Scherer
Cap"), and RPS Investments, Ltd., entities controlled by the majority
stockholder of the Company, made loans (the "Affiliate Loans") to the Company
and its subsidiaries the proceeds of which were used primarily for working
capital and business acquisitions.  The Affiliate Loans are payable on demand
and bear interest at prime rate plus .5%.  In the third quarter of fiscal 1996,
the Company used $4,800,000 of the net proceeds from the sale of the Medical
Business to Cordis Medical to repay a portion of the Affiliate Loans.  The
Company and the affiliates intend to restructure the remaining balance of the
Affiliate Loans, approximately $2,160,000 at June 30, 1996, to include fixed
payment terms, uniform interest rate, cross collateralization and guarantees. 
In the interim, the Company is making monthly payments against the remaining
balance of the Affiliate Loans.  The Company paid $121,000 to the affiliates
during the first quarter of fiscal 1997 toward the balance of the Affiliate
Loans.

During the first quarter of fiscal 1996, the Company terminated its $3,200,000
line of credit with Trust Company Bank (now SunTrust Bank).  This line was fully
collateralized by cash investments.  The Company determined that the line
provided no net financial leverage and converted the collateral previously used
to secure the line of credit into operating cash.  Available cash balances are
invested in repurchase agreements (principally U.S. Treasuries) daily.

Management of the Company believes its current cash flow is sufficient to
maintain its current operations.

MARQUEST

Except executive management, Marquest operates independent of the Company.

CASH FLOWS FROM OPERATIONS.
Marquest's cash used from operations during the first quarter of fiscal 1997 was
approximately $609,000 compared to cash provided by operations of approximately
$49,000 during the first quarter of fiscal 1996.  To improve service to its
customers, Marquest increased its inventory, primarily raw materials, by
$225,000 during the first quarter of fiscal 1997 compared with a reduction of
inventory of approximately $185,000 during the first quarter of fiscal 1996. 
Additionally, Marquest paid $170,000 during the first quarter of fiscal 1997 to
settle a lawsuit with an insurance company.

                                          11

<PAGE>

CASH FLOWS FROM FINANCING AND INVESTING ACTIVITIES.
In March 1996, Marquest and Scherer Cap entered into a Loan and Security
Agreement (the "Loan Agreement") that enables Marquest to borrow a maximum of
$1,500,000 at an interest rate of prime plus 1 1/2%, adjusted quarterly.  Any
amounts borrowed under the Loan Agreement are represented by Convertible Notes
due April 1, 2001 (the "Scherer Cap Notes") and are secured by Marquest's
inventory, building, and equipment.  Pursuant to the Loan Agreement, which
expires February 28, 2001, the Scherer Cap Notes are convertible at the option
of Scherer Cap into shares of Marquest's Common Stock.  As of June 30, 1996,
Marquest had borrowed $700,000 under the Loan Agreement.  Additionally, Scherer
Cap invested $1,000,000 in Marquest in March 1996 through the purchase of
2,061,856 shares of Marquest Common Stock.

Subsequent to June 30, 1996, Marquest obtained a three-year revolving line of
credit commitment from Norwest Business Credit, Inc. ("Norwest").  Any amounts
borrowed against the line of credit will be secured by Marquest's accounts
receivable and will bear interest at 2.25% over Norwest's prime rate.  The
maximum amount of the line of credit is 80% of the eligible accounts receivable
or $2,000,000, whichever is less.  The line of credit is subject to executing
satisfactory loan documentation.

Marquest's management believes that it can fund its current operating levels and
meet its obligations and planned capital investment for fiscal 1997 from cash on
hand, funds generated from operations, and from funds available through other
sources, including the Loan Agreement.  To the extent that fiscal 1997's
operations do not meet projected levels, Marquest will reduce its planned
investment in capital expenditures accordingly.


                                          12

<PAGE>

PART II.  OTHER INFORMATION


Item 6.  Exhibits and Reports on Form 8-K
         --------------------------------

         (a)  Exhibits

          Exhibit No.                                    Description
          -----------                                    -----------
                27                                  Financial Data Schedule

         (b)  Reports on Form 8-K.

              April 17, 1996 - regarding the conversion of the outstanding
              principal balance and accrued interest on a Convertible Note 
              held by the Company into shares of Marquest Common Stock.


                                          13

<PAGE>

                                      SIGNATURES
                                           
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.


                                            SCHERER HEALTHCARE, INC.
                                            (Registrant) 


Date: August 14, 1996                       /s/ Robert P. Scherer, Jr.
      ---------------                       --------------------------
                                            Robert P. Scherer, Jr.
                                            Chairman


Date: August 14, 1996                       /s/ Gary W. Ruffcorn
      ---------------                       --------------------
                                            Gary W. Ruffcorn
                                            Principal Accounting Officer


                                          14

<PAGE>

                                 ANNEX VII

               THE COMPANY'S QUARTERLY REPORT ON FORM 10-Q
               FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 1996

<PAGE>
                                                     
                   SECURITIES AND EXCHANGE COMMISSION
                         WASHINGTON, D.C. 20549
                       __________________________

                               FORM 10-Q

         QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                 THE SECURITIES EXCHANGE ACT OF 1934

         FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 1996

                     COMMISSION FILE NO. 0-10552
                      __________________________

                       SCHERER HEALTHCARE, INC.
      (Exact name of registrant as specified in its Charter)

<TABLE>
<S>                                            <C>
            DELAWARE                                 59-0688813
(State or other jurisdiction of                   (I.R.S. Employer
 incorporation or organization                   Identification No.)
</TABLE>

      2859 PACES FERRY ROAD, SUITE 300, ATLANTA, GEORGIA  30339
     (Address of principal executive offices, including Zip Code)

                           (770) 333-0066
        (Registrant's telephone number, including area code)

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

                         YES X        NO
                             --          --


Indicate the number of shares of each of the issuer's classes of  Common Stock,
as of the latest practicable date:

<TABLE>
      <S>                                    <C>
                  CLASS                      OUTSTANDING AS OF OCTOBER 31, 1996
      -----------------------------          ----------------------------------
      Common Stock, $0.01 par value                     4,312,839 
</TABLE>

<PAGE>




                           SCHERER HEALTHCARE, INC.

                        QUARTERLY REPORT ON FORM 10-Q
                   FOR THE QUARTER ENDED SEPTEMBER 30, 1996

                              TABLE OF CONTENTS
<TABLE>
<CAPTION>
ITEM                                                                          PAGE
NUMBER                 PART I. FINANCIAL INFORMATION                         NUMBER
- ------                                                                       ------
<S>       <C>                                                                <C>
  1       Financial Statements:

          Condensed Consolidated Balance
          Sheets as of September 30, 1996 and
          March 31, 1996...................................................     3

          Condensed Consolidated Statements
          of Operations for the Three and Six Months 
          Ended September 30, 1996 and 1995................................     5

          Condensed Consolidated Statements 
          of Cash Flows for the Six Months 
          Ended September 30, 1996 and 1995................................     6
          
          Notes to Condensed Consolidated
          Financial Statements.............................................     7

  2       Management's Discussion and Analysis
          of Financial Condition and Results
          of Operations....................................................     9

                          PART II. OTHER INFORMATION

  4       Submission of Matters to a Vote of Security Holders..............    13

  6       Exhibits and Reports on Form 8-K.................................    13

          SIGNATURES.......................................................    14

          Index to Exhibits................................................    15
</TABLE>

                                       2
<PAGE>

PART I.  FINANCIAL INFORMATION
ITEM 1.  FINANCIAL STATEMENTS


                           SCHERER HEALTHCARE, INC.
                    CONDENSED CONSOLIDATED BALANCE SHEETS
                                 (UNAUDITED)

                                   ASSETS

<TABLE>
<CAPTION>
                                            September 30, 1996    March 31, 1996
                                            ------------------    --------------
<S>                                         <C>                   <C>

CURRENT ASSETS
 Cash and cash equivalents                      $ 2,491,000        $ 3,622,000
 Accounts receivable, less allowance for
  doubtful accounts of $240,000 and 
  $243,000, respectively                          6,144,000          6,092,000
 Current maturities of notes receivable             272,000            393,000
 Inventories                                      3,988,000          3,936,000
 Prepaid and other                                  346,000            331,000
                                            ------------------    --------------
    Total current assets                         13,241,000         14,374,000
                                            ------------------    --------------

PROPERTY AND EQUIPMENT                           16,435,000         15,749,000
 Less accumulated depreciation                   (5,800,000)        (5,146,000)
                                            ------------------    --------------
 Net property and equipment                      10,635,000         10,603,000
                                            ------------------    --------------

OTHER ASSETS
 Cost in excess of net assets of 
  businesses acquired, net                        6,591,000          6,721,000
 Other investments, at cost                         651,000            651,000
 Notes receivable, less current portion             459,000            506,000
 Intangibles                                        341,000            365,000
 Deferred income taxes                              329,000            329,000
 Other                                              375,000            305,000
 Net assets of discontinued operations              664,000            589,000
                                            ------------------    --------------
    Total other assets                            9,410,000          9,466,000
                                            ------------------    --------------

TOTAL ASSETS                                    $33,286,000        $34,443,000
                                            ------------------    --------------
                                            ------------------    --------------
</TABLE>

              See notes to condensed consolidated financial statements.


                                       3
<PAGE>

                           SCHERER HEALTHCARE, INC.
                    CONDENSED CONSOLIDATED BALANCE SHEETS
                                 (UNAUDITED)

                     LIABILITIES AND STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
                                            September 30, 1996    March 31, 1996
                                            ------------------    --------------
<S>                                         <C>                   <C>
CURRENT LIABILITIES
 Accounts payable                               $ 1,778,000        $ 2,150,000
 Accrued expenses                                 4,452,000          5,002,000
 Current maturities of debt obligations           1,015,000            981,000
 Payable to affiliates                            2,144,000          2,286,000
 Other                                               39,000             49,000
 Net liabilities of discontinued operations          28,000             33,000
                                            ------------------    --------------
    Total current liabilities                     9,456,000         10,501,000
                                            ------------------    --------------
LONG-TERM DEBT, net of current maturities         5,299,000          5,291,000
                                            ------------------    --------------
OTHER LIABILITIES                                   336,000            347,000
                                            ------------------    --------------
COMMITMENTS AND CONTINGENCIES

MINORITY INTERESTS IN SUBSIDIARY
AND PARTNERSHIPS                                  1,955,000          2,130,000
                                            ------------------    --------------
STOCKHOLDERS' EQUITY
 Convertible preferred stock - $.01 par 
  value, 2,000,000 shares authorized;
  28,210 shares issued and outstanding
  (28,885 at March 31, 1996)                         --                  --     
 Common stock - $.01 par value,
  12,000,000 shares authorized;
  4,672,915 shares issued
  (4,669,928 at March 31, 1996);
  4,293,553 shares outstanding
  (4,290,566 at March 31, 1996)                      47,000             47,000
 Capital in excess of par value                  22,316,000         22,316,000
 Accumulated deficit                             (3,090,000)        (3,156,000)
 Less treasury stock, at cost                    (3,033,000)        (3,033,000)
                                            ------------------    --------------
    Total stockholders' equity                   16,240,000         16,174,000
                                            ------------------    --------------
TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY                                          $33,286,000        $34,443,000
                                            ------------------    --------------
                                            ------------------    --------------
</TABLE>

          See notes to condensed consolidated financial statements.

                                       4
<PAGE>

                           SCHERER HEALTHCARE, INC.
               CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                 (UNAUDITED)
<TABLE>
<CAPTION>
                                   Three months ended          Six months ended
                                      September 30,              September 30,
                                ------------------------   -------------------------
                                   1996         1995          1996          1995
                                ----------   -----------   -----------   -----------
<S>                             <C>          <C>           <C>           <C>
NET SALES                       $9,418,000   $11,351,000   $18,477,000   $22,819,000
                                ----------   -----------   -----------   -----------
COSTS AND EXPENSES
 Cost of goods sold              6,249,000     8,012,000    12,407,000    15,749,000
 Selling, general, and 
  administrative                 2,883,000     3,293,000     5,815,000     6,779,000
 Research and development           55,000        37,000        98,000        76,000
                                ----------   -----------   -----------   -----------
   Total costs and expenses      9,187,000    11,342,000    18,320,000    22,604,000
                                ----------   -----------   -----------   -----------
OPERATING INCOME                   231,000         9,000       157,000       215,000
                                ----------   -----------   -----------   -----------
OTHER INCOME (EXPENSE)
 Interest income                    59,000        55,000       124,000       141,000
 Interest expense                 (214,000)     (326,000)     (444,000)     (682,000)
 Gain on sale of assets              --            --            --          209,000
 Other, net                        (10,000)        --           10,000         5,000
                                ----------   -----------   -----------   -----------
   Total other income (expense)   (165,000)     (271,000)     (310,000)     (327,000)
                                ----------   -----------   -----------   -----------
Income (loss) from continuing 
 operations before minority 
 interest and income taxes          66,000      (262,000)     (153,000)     (112,000)

Minority interest in net loss 
 of subsidiary and partnerships     19,000        20,000       235,000        36,000
                                ----------   -----------   -----------   -----------
Income (loss) from continuing 
 operations before income taxes     85,000      (242,000)       82,000       (76,000)

Provision for income taxes          (6,000)      (12,000)      (17,000)      (35,000)
                                ----------   -----------   -----------   -----------
Income (loss) from continuing 
 operations                         79,000      (254,000)       65,000      (111,000)

Loss from discontinued 
 operations                          --         (357,000)        --         (683,000)
                                ----------   -----------   -----------   -----------
NET INCOME (LOSS)                  $79,000   $  (611,000)      $65,000   $  (794,000)
                                ----------   -----------   -----------   -----------
                                ----------   -----------   -----------   -----------

INCOME (LOSS) PER COMMON SHARE:
 Income (loss) from continuing 
  operations                         $ .02        $ (.06)        $ .02        $ (.03)
 Loss from discontinued 
  operations                         --             (.08)        --             (.16)
                                ----------   -----------   -----------   -----------
NET INCOME (LOSS) PER COMMON 
 SHARE                               $ .02        $ (.14)        $ .02        $ (.19)
                                ----------   -----------   -----------   -----------
                                ----------   -----------   -----------   -----------

WEIGHTED AVERAGE COMMON 
 SHARES OUTSTANDING              4,418,525     4,272,406     4,418,525     4,269,445
                                ----------   -----------   -----------   -----------
                                ----------   -----------   -----------   -----------
</TABLE>
          See notes to condensed consolidated financial statements.

                                       5
<PAGE>

                           SCHERER HEALTHCARE, INC.
               CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                 (UNAUDITED)
<TABLE>
<CAPTION>
                                                           Six months ended
                                                             September 30,
                                                        ----------------------
                                                           1996        1995
                                                        ----------  ----------
<S>                                                     <C>         <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
 Net income (loss)                                      $   65,000  $ (794,000)
 Adjustments to reconcile net income (loss) to net 
  cash used for operating activities:
   Depreciation and amortization                           832,000   1,236,000
   Minority interest                                      (220,000)      4,000
   Gain on sale of assets                                    --       (209,000)
   Loss from discontinued operations                         --        683,000
   Other noncash charges and credits, net                    6,000     (25,000)
 Changes in operating assets and liabilities, 
  net of acquisitions:
   Accounts receivable, net                                (78,000)     72,000
   Inventories                                             (52,000)     71,000
   Prepaid and other                                       (15,000)     75,000
   Accounts payable and accrued expenses                  (921,000)   (885,000)
   Other liabilities                                       (11,000)    (14,000)
                                                        ----------  ----------
 Net cash provided by (used for) operating 
  activities of continuing operations                     (394,000)    214,000
                                                        ----------  ----------
 Net operating activities of discontinued operations       (77,000)   (975,000)
                                                        ----------  ----------
 Net cash used for operating activities                   (471,000)   (761,000)
                                                        ----------  ----------

CASH FLOWS FROM INVESTING ACTIVITIES:
 Additions to property and equipment, net                 (686,000)   (263,000)
 Proceeds from sale of assets                                --        209,000
 Decrease in notes receivable                              167,000     301,000
 Decrease in investments                                     --      3,270,000
 Other investing activities, net                           (93,000)    238,000
                                                        ----------  ----------
Net cash provided by (used for) investing activities      (612,000)  3,755,000
                                                        ----------  ----------

CASH FLOWS FROM FINANCING ACTIVITIES
 Net (repayment of) proceeds from borrowings                95,000  (2,131,000)
 Net repayments to affiliated companies                   (143,000)   (380,000)
                                                        ----------  ----------
Net cash used for financing activities                     (48,000) (2,511,000)
                                                        ----------  ----------

CHANGE IN CASH AND CASH EQUIVALENTS                     (1,131,000)    483,000

CASH AND CASH EQUIVALENTS, beginning of period           3,622,000   1,273,000
                                                        ----------  ----------

CASH AND CASH EQUIVALENTS, end of period                $2,491,000  $1,756,000
                                                        ----------  ----------
                                                        ----------  ----------
</TABLE>

          See notes to condensed consolidated financial statements.

                                       6
<PAGE>

                           SCHERER HEALTHCARE, INC.

            NOTES TO CONDENSED  CONSOLIDATED FINANCIAL STATEMENTS


NOTE 1.  
The accompanying condensed consolidated financial statements of Scherer
Healthcare, Inc. and its subsidiaries (the "Company") include all adjustments
that, in the opinion of management, are necessary for a fair presentation of the
results for the period indicated.  Quarterly results of operations are not
necessarily indicative of annual results.  These statements should be read in
conjunction with the consolidated financial statements and the notes thereto
included in the  Company's Annual Report on Form 10-K for the fiscal year ended
March 31, 1996.

Certain fiscal 1996 amounts have been reclassified to conform with the fiscal
1997 presentation.


NOTE 2.
The components of inventory consist of the following:

<TABLE>
<CAPTION>
                                             September 30, 1996   March 31, 1996
                                             ------------------   --------------
       <S>                                   <C>                  <C>
       Finished products                         $1,708,000         $1,884,000
       Work in progress                             297,000            233,000
       Containers, packaging, and 
        raw materials                             1,983,000          1,819,000
                                             ------------------   --------------
                                                 $3,988,000         $3,936,000
                                             ------------------   --------------
                                             ------------------   --------------
</TABLE>

Inventories are stated at the lower of net realizable value or cost using the
first-in, first-out ("FIFO") method.

NOTE 3.
Debt and obligations under capital leases consist of the following:

<TABLE>
<CAPTION>
                                             September 30, 1996   March 31, 1996
                                             ------------------   --------------
       <S>                                   <C>                  <C>
       Swiss debt principal and accrued 
        interest at 9%                           $  389,000         $  397,000
       Note payable to bank, due through 
        fiscal 2004; variable interest 
        rate, 8.125% at September 30, 1996          927,000            975,000
       Note payable to Scherer Capital, 
        L.L.C. due fiscal 2002, prime plus 
        1-1/2%, 9.75% at September 30, 1996         700,000            700,000
       Obligations under capital leases, 
        due in varying installments through 
        fiscal 2002                               1,443,000          1,290,000
       Swiss notes payable due fiscal 1999 
        at 8%                                     2,851,000          2,896,000
       Other long-term debt                           4,000             14,000
                                             ------------------   --------------
                                                  6,314,000          6,272,000
       Less current maturities                   (1,015,000)          (981,000)
                                             ------------------   --------------
       Long-term debt                            $5,299,000         $5,291,000
                                             ------------------   --------------
                                             ------------------   --------------
</TABLE>

                                       7
<PAGE>

NOTE 4.
At September 30, 1996 and March 31, 1996, the Company had payables to affiliates
of approximately $2,144,000 and $2,286,000, respectively, due to Scherer
Scientific, Ltd. and Scherer Capital, L.L.C. ("Scherer Cap").   These payables
are due on demand and bear interest at prime rate plus .5% (8.75% at September
30, 1996).  These entities are controlled by the majority stockholder of the
Company.

In March 1996, Scherer Cap and Marquest Medical Products, Inc., a 51% owned
subsidiary of the Company ("Marquest"), entered into a Loan and Security
Agreement (the "Loan Agreement") to refinance the balance of $700,000 owed to
Scherer Cap by Marquest on a short-term promissory note.  The Loan Agreement
enables Marquest to borrow a maximum of $1,500,000 at an interest rate of 1-1/2%
over prime, adjusted quarterly.  The rate was 9.75% as of September 30, 1996. 
Any amounts borrowed under the Loan Agreement are represented by Convertible
Notes due April 1, 2001 (the "Scherer Cap Notes") and are secured by Marquest's
inventory, building, and equipment.  Pursuant to the Loan Agreement, which
expires February 28, 2001, the Scherer Cap Notes are convertible at the option
of Scherer Cap into shares of Marquest's Common Stock at a conversion price of
$.70 per share.  As of September 30, 1996, Marquest had borrowed $700,000 under
the Loan Agreement and the Scherer Cap Notes.  Additionally, in March 1996
Scherer Cap purchased 2,061,856 shares of Marquest Common Stock for an aggregate
purchase price of $1,000,000.

During the first quarter of fiscal 1996 and prior periods, Scherer Scientific,
Ltd. provided to the Company and its subsidiaries administrative, accounting,
management oversight and payroll services (collectively, the "Administrative
Services") and facilities costs.  Effective July 1, 1995, Scherer Scientific,
Ltd. and the Company terminated the Administrative Services arrangement and
certain employees of Scherer Scientific, Ltd. became employees of the Company. 
As a result, the Company currently provides its own administrative, accounting,
management and payroll services.

NOTE 5.
On October 29, 1996, the Company sold substantially all of the assets of Scherer
Healthcare, Ltd. ("Scherer Ltd."), which is doing business as Protective
Disposable Apparel, to a subsidiary of Health-Pak, Inc. ("Health-Pak") for
approximately $254,000 plus the assumption by Health-Pak of $319,000 in accounts
payable.  The assets acquired by Health-Pak are those used in connection with
Scherer Ltd.'s business of providing nonwoven apparel for industrial uses (the
"Industrial Business") and include accounts receivable, inventory and furniture
and fixtures.  Additionally, Health-Pak agreed to assume certain accounts
payable related to the Industrial Business.  The Company has not finalized the
effects of the transaction, but it expects to record a loss on the sale.

                                       8
<PAGE>

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL  CONDITION AND
RESULTS OF  OPERATIONS

The following discussion contains, in addition to historical information,
forward-looking statements.  The Company's actual results may differ
significantly from the results discussed in the forward-looking statements. 
Factors that could cause or contribute to such differences include, but are not
limited to, those discussed below and in the Company's 1996 Annual Report on
Form 10-K.

RESULTS OF OPERATIONS

The following table sets forth, for the periods indicated, the net sales and
operating income (loss) for each segment of the  business of the Company and its
subsidiaries:

<TABLE>
<CAPTION>
                                   Three months ended          Six months ended
                                      September 30,              September 30,
                                ------------------------   -------------------------
                                   1996         1995          1996          1995
                                ----------   -----------   -----------   -----------
<S>                             <C>          <C>           <C>           <C>
NET SALES:
 Medical Device and 
  Surgical/Safety
 Disposables Segment:
  Marquest Medical Products, 
   Inc.                         $5,653,000   $ 5,193,000   $10,805,000   $10,477,000
  Scherer Healthcare, Ltd. (a)     488,000     3,311,000     1,044,000     6,453,000
 Waste Management Services 
  Segment                        2,924,000     2,640,000     5,878,000     5,263,000
 Consumer Healthcare 
  Products Segment                 353,000       207,000       750,000       626,000
                                ----------   -----------   -----------   -----------
   Company Totals               $9,418,000   $11,351,000   $18,477,000   $22,819,000
                                ----------   -----------   -----------   -----------
                                ----------   -----------   -----------   -----------

OPERATING INCOME (LOSS):
 Medical Device and 
  Surgical/Safety
 Disposables Segment:
  Marquest Medical Products, 
   Inc.                         $  179,000   $   149,000    $  (60,000)  $   104,000
  Scherer Healthcare, Ltd. (a)    (103,000)      (41,000)     (204,000)       95,000
 Waste Management Services 
  Segment                          291,000       185,000       564,000       453,000
 Consumer Healthcare 
  Products Segment                 140,000        48,000       308,000       229,000
   Corporate                      (276,000)     (332,000)     (451,000)     (666,000)
                                ----------   -----------   -----------   -----------
   Company Totals               $  231,000   $     9,000   $   157,000   $   215,000
                                ----------   -----------   -----------   -----------
                                ----------   -----------   -----------   -----------
</TABLE>

     (a)  On October 3, 1995, Scherer Ltd., a majority owned partnership of the
          Company which had been doing business as Custom Medical Products,
          sold certain of its assets that were used in connection with its
          business of packing and distributing medical supplies for
          surgical procedures and providing nonwoven medical drapes, gowns
          and accessory items to hospitals and other health care providers
          (the "Medical Business").  After the transaction, Scherer Ltd.
          continued to operate in the business of providing nonwoven
          apparel for industrial uses under the name Protective Disposable
          Apparel.  On October 29, 1996, the Company sold substantially all
          of the remaining assets of Scherer Ltd. to a subsidiary of
          Health-Pak.  This is discussed further under "Medical Device and
          Surgical/Safety Disposables Segment - Scherer Healthcare, Ltd.".

The Company's net sales decreased by 17% to $9,418,000 for the second quarter of
fiscal 1997 from $11,351,000 for the second quarter of fiscal 1996; however, the
second quarter of fiscal 1996 includes three months of net sales for the Medical
Business, or $2,818,000, which was sold in October 1995.  The Company reported
operating income of $231,000 for the second quarter of fiscal 1997 compared to
operating income of $9,000 during the same period in fiscal 1996.  The Company's
cost of sales decreased from 71% of net sales in the second quarter of fiscal
1996 to 66% in the second quarter of fiscal 1997.  Selling, general, and
administrative expenses increased from 29% of net sales in the second quarter of
fiscal 1996 to 31% in the first quarter of fiscal 1997.

                                       9
<PAGE>

For the first six months of fiscal 1997, the Company's net sales decreased 19%
to $18,477,000 from $22,819,000 during the first six months of fiscal 1996;
however, fiscal 1996 includes six months of net sales for the Medical Business,
or $5,344,000, which was sold in October 1995.  The Company's operating income
decreased to $157,000 for the six months ended September 30, 1996 from $215,000
for the six months ended September 30, 1995.  The Company's cost of sales
decreased from 69% of net sales for the six months ended September 30, 1995 to
67% of net sales for the six months ended September 30, 1996.  Selling, general
and administrative expenses increased from 30% of net sales for the six months
ended September 30, 1995 to 31% for the six months ended September 30, 1996.

The results of operations of the Company are dependent upon the results of
operations of each of its subsidiaries and majority owned partnerships operating
in the Company's individual business segments.  Set forth below is a discussion
of the results of operations of each of these segments. 

MEDICAL DEVICE AND SURGICAL/SAFETY DISPOSABLES SEGMENT

MARQUEST MEDICAL PRODUCTS, INC.   Net sales for Marquest, the Company's 51%
owned subsidiary, increased approximately 9% to $5,653,000 for the second
quarter of fiscal 1997 from $5,193,000 during the same period in fiscal 1996 and
Marquest's net sales increased 3% to $10,805,000 for the six months ended
September 30, 1996 from $10,477,000 for the six months ended September 30, 1995.
The increase in net sales can primarily be attributed to a new customer contract
signed in late fiscal 1996 which generated approximately $300,000 in net sales
for the six months ended September 30, 1996.

Primarily as a result of the increase in net sales, Marquest reported operating
income of $179,000 in the second quarter of fiscal 1997 compared to  operating
income of $149,000 for the second quarter of fiscal 1996.  Marquest's cost of
sales increased to 69% of net sales for the second quarter of fiscal 1997 from
68% of net sales during the second quarter of fiscal 1996 and its selling,
general, and administrative expenses decreased to 26% of net sales for the
second quarter of fiscal 1997 from 29% during the same period in fiscal 1996.

Marquest reported an operating loss of $60,000 for the six months ended
September 30, 1996 compared to operating income of $104,000 for the six months
ended September 30, 1995.  Marquest's cost of sales increased to 71% of net
sales for the six months ended September 30, 1996 from 69% of net sales during
the same period in fiscal 1996.  Selling, general and administrative expenses
decreased to 29% of net sales for the six months ended September 30, 1996 from
30% of net sales during the same period in fiscal 1996.  The operating loss
during the six months ended September 30, 1996 is primarily attributable to an
increase in overtime expense due to the rework of certain products and an
increase in the manufacturing of inventory caused by an expansion to the level
of inventory, in each case during the first quarter of fiscal 1997.

SCHERER HEALTHCARE, LTD.   On October 3, 1995, Scherer Ltd., a majority owned
partnership of the Company which had been doing business as Custom Medical
Products, sold certain assets to Cordis Medical Products, Inc. ("Cordis
Medical"), a wholly-owned subsidiary of Cordis Corporation ("Cordis").  The
assets acquired by Cordis Medical were those used in connection with Scherer
Ltd.'s business of packing and distributing medical supplies for surgical
procedures and providing nonwoven drapes, gowns and accessory items to hospitals
and other health care providers (the "Medical Business").  After the
transaction, Scherer Ltd. continued to operate in the business of providing
nonwoven apparel for industrial uses (the "Industrial Business") under the name
Protective Disposable Apparel.

Scherer Ltd.'s net sales for the second quarter of fiscal 1997 decreased 85% to
$488,000 from $3,311,000 during the second quarter of fiscal 1996; however, the
second quarter of fiscal 1996 includes three months of net sales for the Medical
Business, or $2,818,000, which was sold in October 1995.  Scherer Ltd.'s net
sales for the Industrial Business were relatively flat during the second quarter
of fiscal 1997 at $488,000 compared to $493,000 during the same period in fiscal
1996.

Net sales for Scherer Ltd. decreased 84% to $1,044,000 for the six months ended
September 30, 1996 from $6,453,000 for the six months ended September 30, 1995;
however, the six months ended September 30, 1995 includes six months of net
sales for the Medical Business, or $5,344,000, which was sold on October 1995. 
Net sales for the Industrial Business decreased approximately 6% to $1,044,000
for the six months ended September 30, 1996 compared to $1,109,000 for the same
period in fiscal 1996.  The decrease in net sales for the Industrial Business is
primarily due to a substantial reduction in sales orders from one of Scherer
Ltd.'s significant distributors during the first quarter of fiscal 1997.

Scherer Ltd. reported an operating loss of $103,000 for the second quarter of
fiscal 1997 compared to an operating loss of $41,000 during the second quarter
of fiscal 1996.  During the second quarter of fiscal 1996, the Medical Business
reported operating income of $34,000 primarily due to monthly shortfall payments
received from Cordis to help offset losses incurred 

                                       10
<PAGE>

under its surgical disposable trays contract with Cordis.  For the second 
quarter of fiscal 1997, Scherer Ltd.'s operating loss for the Industrial 
Business increased to $103,000 from $75,000 during the second quarter of fiscal
1996 which can primarily be attributed to an increase in cost of materials which
was 65% of net sales for the second quarter of fiscal 1997 compared to 60% of 
net sales during the second quarter of fiscal 1996.

Scherer Ltd. reported an operating loss of $204,000 for the six months ended
September 30, 1996 compared to operating income of $95,000 during the same
period in fiscal 1996.  The Medical Business reported operating income of
$215,000 for the six months ended September 30, 1995 primarily due to monthly
shortfall payments ($295,000 in total for the six months) received from Cordis
to help offset losses incurred under its surgical disposable trays contract with
Cordis.  The Industrial Business reported an operating loss of $204,000 for the
six months ended September 30, 1996 compared to an operating loss of $120,000
during the same period in fiscal 1996.  The increase in the operating loss of
the Industrial Business is primarily due to the decrease in net sales discussed
above combined with the increase in cost of materials.

On October 29, 1996, Scherer Ltd. sold substantially all of its assets, all of
which were used in connection with the Industrial Business, to a subsidiary of
Health-Pak for approximately $254,000 plus the assumption by Health-Pak of
$319,000 in accounts payable.  The assets acquired by Health-Pak include
accounts receivable, inventory and furniture and fixtures.  In addition, Health-
Pak agreed to assume certain accounts payable related to the Industrial
Business.  The transaction will decrease net sales (approximately $1,044,000 for
the six months ended September 30, 1996); however, it is not expected to have a
material adverse effect on operating margins or operating cash flows.

WASTE MANAGEMENT SERVICES SEGMENT

Net sales in the Company's Waste Management Services Segment increased
approximately 11% to $2,924,000 in the second quarter of fiscal 1997 from
$2,640,000 during the second quarter of fiscal 1996 and its net sales increased
approximately 12% to $5,878,000 for the six months ended September 30, 1996 from
$5,263,000 during the same period in fiscal 1996.  The increase in sales is due
to the continuing acquisition of medical waste disposal contracts with 
hospitals.

Operating income increased approximately 57% to $291,000 for the second quarter
of fiscal 1997 from $185,000 during the second quarter of fiscal 1996 and
increased approximately 25% to $564,000 for the six months ended September 30,
1996 from $453,000 during the same period in fiscal 1996.  The increase in
operating income can primarily be attributed to a decrease in insurance expense
in fiscal 1997 combined with the increase in net sales.

CONSUMER HEALTHCARE PRODUCTS SEGMENT

Net sales for Scherer Laboratories, Inc. ("Scherer Labs"), which operates the
Company's Consumer Healthcare Products Segment, increased approximately 71% to
$353,000 during the second quarter of fiscal 1997 from $207,000 during the
second quarter of fiscal 1996 and its net sales increased approximately 20% to
$750,000 during the six months ended September 30, 1996 from $626,000 during the
same period in fiscal 1996.  The increase in net sales can be attributed to the
acquisition of new customers and retail outlets during fiscal 1997.  Primarily
due to timing of sales orders, Scherer Labs achieved a record level of sales on
certain of its over-the-counter products during the first quarter of fiscal 1996
which negatively impacted the level of sales for the same products during the
second quarter of fiscal 1996.

Operating income for Scherer Labs increased to $140,000 for the second quarter
of fiscal 1997 compared to $48,000 for the second quarter of fiscal 1996 and
increased to $308,000 for the six months ended September 30, 1996 from $229,000
for the same period in fiscal 1996.  The increase in operating income is
primarily due to the increase in net sales discussed above.

LIQUIDITY AND CAPITAL RESOURCES

THE COMPANY

CASH FLOWS FROM OPERATIONS.
The Company's (excluding Marquest's) operating activities from continuing
operations provided cash during the first six months of fiscal 1997 of
approximately $564,000 compared to cash provided from operations during the same
period in fiscal 1996 of approximately $622,000. Scherer Ltd.'s operations used
cash of approximately $34,000 for the six months ended September 30, 1996
compared to its operations providing cash of approximately $108,000 during the
same period in fiscal 1996.  For the six months ended September 30, 1995,
Scherer Ltd. had improved its collection of accounts receivable, primarily due
to the collection of amounts owed by Cordis prior to the sale of the Medical
Business, and reduced 

                                       11
<PAGE>

its level of inventory associated with the Medical Business.  Scherer Labs,
which operates the Company's Consumer Healthcare Products Segment, improved its
cash provided from operations to $246,000 during the first six months of fiscal
1997 from approximately $173,000 during the first six months of fiscal 1996. 
The improvement is primarily due to the timing of collection of its account
receivable.

Discontinuing the operations of Biofor has significantly improved the cash flow
of the Company.  The net cash used by Biofor's operations during the first six
months of fiscal 1996 was approximately $975,000 compared to approximately
$77,000 during the first six months of fiscal 1997.

CASH FLOWS FROM FINANCING AND INVESTING ACTIVITIES.
Prior to fiscal 1996, Scherer Scientific, Ltd., Scherer Cap, and RPS
Investments, Ltd., entities controlled by the majority stockholder of the
Company, made loans (the "Affiliate Loans") to the Company and its subsidiaries
the proceeds of which were used primarily for working capital and business
acquisitions.  The Affiliate Loans are payable on demand and bear interest at
prime rate plus .5%.  In the third quarter of fiscal 1996, the Company used
$4,800,000 of the net proceeds from the sale of the Medical Business to Cordis
Medical to repay a portion of the Affiliate Loans.  The Company and the
affiliates intend to restructure the remaining balance of the Affiliate Loans,
approximately $2,144,000 at September 30, 1996, to include fixed payment terms,
uniform interest rate, cross collateralization and guarantees.  In the interim,
the Company is making payments against the remaining balance of the Affiliate
Loans. 

During the first quarter of fiscal 1996, the Company terminated its $3,200,000
line of credit with Trust Company Bank (now SunTrust Bank).  This line was fully
collateralized by cash investments.  The Company determined that the line
provided no net financial leverage and converted the collateral previously used
to secure the line of credit into operating cash.  Available cash balances are
invested in repurchase agreements (principally U.S. Treasuries) daily.

Management of the Company believes its current cash flow is sufficient to
maintain its current operations.

MARQUEST

CASH FLOWS FROM OPERATIONS.
Marquest's cash used from operations increased during the first six months of
fiscal 1997 to approximately $958,000 from approximately $408,000 during the
same period in fiscal 1996.  The increase in cash used from Marquest's
operations is primarily due to the timing of collections of accounts receivable.
Additionally, Marquest paid $170,000 during the first quarter of fiscal 1997 to
settle a previously accrued for lawsuit with an insurance company.

CASH FLOWS FROM FINANCING AND INVESTING ACTIVITIES.
In March 1996, Marquest and Scherer Cap entered into a Loan and Security
Agreement (the "Loan Agreement") that enables Marquest to borrow a maximum of
$1,500,000 at an interest rate of prime plus 1-1/2%, adjusted quarterly. Any
amounts borrowed under the Loan Agreement are represented by Convertible Notes
due April 1, 2001 (the "Scherer Cap Notes") and are secured by Marquest's
inventory, building, and equipment.  Pursuant to the Loan Agreement, which
expires February 28, 2001, the Scherer Cap Notes are convertible at the option
of Scherer Cap into shares of Marquest's Common Stock.  As of September 30,
1996, Marquest had borrowed $700,000 under the Loan Agreement.  Additionally,
Scherer Cap invested $1,000,000 in Marquest in March 1996 through the purchase
of 2,061,856 shares of Marquest Common Stock.

Subsequent to September 30, 1996, Marquest obtained a revolving line of credit
from Norwest Business Credit, Inc. ("Norwest") which expires February 28, 1999.
Any amounts borrowed against the line of credit will be secured by Marquest's
accounts receivable and will bear interest at 2.25% over Norwest's prime rate. 
The maximum amount of the line of credit is 80% of the eligible accounts
receivable or $2,000,000, whichever is less.

Marquest's management believes that it can fund its current operating levels and
meet its obligations and planned capital investment for fiscal 1997 from cash on
hand, funds generated from operations, and from funds available through other
sources, including the Loan Agreement and the Norwest credit facility.

                                       12
<PAGE>

PART II.  OTHER INFORMATION

Item 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

          The Company's Annual Meeting of Stockholders was held August 22,
          1996 for the purposes of electing the Board of Directors.  The
          following persons were elected to the Board of Directors:

                                                         For       Withheld
                                                      ---------    --------
          Stephen Lukas, Sr.                          3,293,303     8,959
          Kenneth H. Robertson                        3,293,339     8,923
          Robert P. Scherer, Jr.                      3,293,058     9,204
          William J. Thompson                         3,293,113     9,149

Item 6.   EXHIBITS AND REPORTS ON FORM 8-K

          (a)  Exhibits

               Exhibit No.                            Description
               -----------                            -----------
                  27                             Financial Data Schedule

          (b)  Reports on Form 8-K.

               None

                                      13
<PAGE>

                                  SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.


                                                    SCHERER HEALTHCARE, INC.
                                                    (Registrant)


Date: November 12, 1996                             /s/ Robert P. Scherer, Jr.
      -----------------                             --------------------------
                                                    Robert P. Scherer, Jr.
                                                    Chairman



Date: November 12, 1996                             /s/ Gary W. Ruffcorn
      -----------------                             ---------------------------
                                                    Gary W. Ruffcorn
                                                    Principal Accounting Officer


                                      14
<PAGE>

                              ANNEX VIII

            THE COMPANY'S QUARTERLY REPORT ON FORM 10-Q
           FOR THE FISCAL QUARTER ENDED DECEMBER 31, 1996

<PAGE>


                SECURITIES AND EXCHANGE COMMISSION
                       WASHINGTON, D.C. 20549

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

                              FORM 10-Q

         QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                 THE SECURITIES EXCHANGE ACT OF 1934

          FOR THE QUARTERLY PERIOD ENDED DECEMBER 31, 1996

                     COMMISSION FILE NO. 0-10552

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

                      SCHERER HEALTHCARE, INC.
       (Exact name of registrant as specified in its Charter)

           DELAWARE                              59-0688813
 (State or other jurisdiction of           (I.R.S. Employer
 incorporation or organization)             Identification No.)

      2859 PACES FERRY ROAD, SUITE 300, ATLANTA, GEORGIA  30339
    (Address of principal executive offices, including Zip Code)

                            (770) 333-0066
        (Registrant's telephone number, including area code)

Indicate  by  check  mark whether the Registrant (1) has filed all reports 
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 
1934 during the preceding 12 months (or for such shorter period that the 
registrant was required to file such reports), and (2) has been subject to 
such filing requirements for the past 90 days.

                       YES   X     NO
                            ----       ----

Indicate the number of shares of each of the issuer's classes of Common Stock,
as of the latest practicable date:
                
        CLASS                          OUTSTANDING AS OF JANUARY 31, 1997
- ------------------------------         -----------------------------------
Common Stock, $0.01 par value                    4,313,878
        
<PAGE>
                
                             SCHERER HEALTHCARE, INC.

                        QUARTERLY REPORT ON FORM 10-Q
                  FOR THE QUARTER ENDED DECEMBER 31, 1996

                          TABLE OF CONTENTS

ITEM                                                                 PAGE
NUMBER                 PART I. FINANCIAL INFORMATION                 NUMBER
- ------                                                               ------

   1      Financial Statements:

          Condensed Consolidated Balance
          Sheets as of December 31, 1996 and
          March 31, 1996 . . . . . . . . . . . . . . . . . . . . . .    3

          Condensed Consolidated Statements
          of Operations for the Three and Nine Months
          Ended December 31, 1996 and 1995 . . . . . . . . . . . . .    5

          Condensed Consolidated Statements
          of Cash Flows for the Nine Months
          Ended December 31, 1996 and 1995 . . . . . . . . . . . . .    6

          Notes to Condensed Consolidated
          Financial Statements . . . . . . . . . . . . . . . . . . .    7

   2      Management's Discussion and Analysis
          of Financial Condition and Results 
          of Operations. . . . . . . . . . . . . . . . . . . . . . .    9

                           PART II. OTHER INFORMATION

   1      Legal Proceedings. . . . . . . . . . . . . . . . . . . . .   14

   5      Other Information. . . . . . . . . . . . . . . . . . . . .   14

   6      Exhibits and Reports on Form 8-K . . . . . . . . . . . . .   14

          SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . .   15

          Index to Exhibits. . . . . . . . . . . . . . . . . . . . .   16


                                      2
<PAGE>

PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS


                            SCHERER HEALTHCARE, INC.
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                   (UNAUDITED)

                                     ASSETS

<TABLE>
<CAPTION>
                                                          December 31, 1996     March 31, 1996
                                                         ------------------     ---------------
<S>                                                      <C>                    <C>
CURRENT ASSETS
   Cash and cash equivalents                                    $ 2,848,000        $ 3,622,000
   Accounts receivable, less allowance for doubtful 
     accounts of $210,000 and $243,000, respectively              5,515,000          6,092,000
   Current maturities of notes receivable                           255,000            393,000
   Inventories                                                    3,806,000          3,936,000
   Prepaid and other                                                312,000            331,000
                                                              -------------      -------------
       Total current assets                                     12,736,000         14,374,000
                                                              -------------      -------------
   
PROPERTY AND EQUIPMENT                                          16,653,000          15,749,000
   Less accumulated depreciation                                (6,174,000)         (5,146,000)
                                                              ------------       -------------
   Net property and equipment                                   10,479,000          10,603,000
                                                              ------------       -------------

OTHER ASSETS                                                    
   Cost in excess of net assets of business acquired, net       6,453,000            6,721,000
   Other investments, at cost                                     651,000              651,000
   Notes receivable, less current portion                         405,000              506,000
   Intangibles                                                    343,000              365,000
   Deferred income taxes                                          329,000              329,000
   Other                                                          290,000              305,000
   Net assets of discontinued operations                          695,000              589,000
                                                              ------------        ------------
       Total other assets                                       9,166,000            9,466,000
                                                             -------------        ------------
TOTAL ASSETS                                                  $32,381,000          $34,443,000
                                                             -------------        ------------
                                                             -------------        ------------
</TABLE>

         See notes to condensed consolidated financial statements.

                                      3
<PAGE>

                            SCHERER HEALTHCARE, INC.
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                   (UNAUDITED)

                       LIABILITIES AND STOCKHOLDERS' EQUITY

<TABLE>
<CAPTION>
                                                           December 31, 1996         March 31, 1996
                                                           -----------------        ---------------
<S>                                                        <C>                      <C>
CURRENT LIABILITIES              
     Accounts payable                                          $ 1,829,000            $ 2,150,000
     Accrued expenses                                            3,995,000              5,002,000
     Current maturities of debt obligations                        999,000                981,000
     Payable to affiliates                                       2,145,000              2,286,000
     Other                                                          18,000                 49,000
     Net liabilities of discontinued operations                     26,000                 33,000
                                                           ---------------          --------------
         Total current liabilities                               9,012,000             10,501,000
                                                           ---------------          --------------

LONG-TERM DEBT, net of current maturities                        5,142,000              5,291,000
                                                           ---------------          --------------
     
OTHER LIABILITIES                                                  330,000                347,000
                                                           ---------------          --------------
COMMITMENTS AND CONTINGENCIES                                            


MINORITY INTERESTS IN SUBSIDIARY                                                       
AND PARTNERSHIPS                                                1,801,000               2,130,000
                                                           --------------          --------------

STOCKHOLDERS' EQUITY                                                      
     Convertible preferred stock - $.01 par value,
      2,000,000 shares authorized;
      23,854 shares issued and outstanding
      (28,885 at March 31, 1996)                                        --                      --
     Common stock - $.01 par value,                                       
      12,000,000 shares authorized;                                        
      4,692,201 shares issued
      (4,669,928 at March 31, 1996);
      4,312,839 shares outstanding
      (4,290,566 at March 31, 1996)                                47,000                  47,000
     Capital in excess of par value                            22,316,000              22,316,000
     Accumulated deficit                                       (3,234,000)             (3,156,000)
     Less treasury stock, at cost                              (3,033,000)             (3,033,000)
                                                             ------------             -----------
         Total stockholders' equity                            16,096,000              16,174,000
                                                             ------------             -----------
TOTAL LIABILITIES AND STOCKHOLDERS'                            
EQUITY                                                        $32,381,000             $34,443,000
                                                              ------------            ------------
                                                              ------------            ------------

</TABLE>

         See notes to condensed consolidated financial statements.

                                      4
<PAGE>

                          SCHERER HEALTHCARE, INC.
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                             (UNAUDITED)

<TABLE>
<CAPTION>


                                                         Three months ended                  Nine months ended
                                                            December 31,                        December 31,
                                                    ---------------------------         -----------------------------
                                                         1996            1995                1996             1995
                                                    ------------   ------------         -------------     -----------
<S>                                                  <C>           <C>                   <C>               <C>
NET SALES                                           $ 8,250,000     $ 9,267,000           $26,727,000       $32,086,000
                                                     ----------      ----------            ----------       -----------
COSTS AND EXPENSES  
   Cost of goods sold                                 5,168,000       6,203,000            17,575,000        21,953,000
   Selling, general, and administrative               2,924,000       3,016,000             8,739,000         9,795,000
   Research and development                              98,000          36,000               196,000           112,000
                                                     ----------      ----------            ----------       -----------
     Total costs and expenses                         8,190,000       9,255,000            26,510,000        31,860,000
                                                     ----------      ----------            ----------       -----------

OPERATING INCOME                                         60,000          12,000               217,000           226,000
                                                     ----------      ----------            ----------       -----------
                              
OTHER INCOME (EXPENSE)                   
   Interest income                                       11,000         147,000               135,000           288,000
   Interest expense                                    (241,000)       (276,000)             (685,000)         (957,000)
   Gain (loss) on sale of assets                        (84,000)      2,806,000               (84,000)        3,023,000
   Other, net                                           (53,000)         49,000               (43,000)           45,000
                                                     ----------      ----------            ----------       -----------
     Total other income (expense)                      (367,000)      2,726,000              (677,000)        2,399,000
                                                     ----------      ----------            ----------       -----------
                         
Income (loss) from continuing operations
  before minority interest and income taxes            (307,000)      2,738,000              (460,000)        2,625,000
                              
Minority interest in net loss of subsidiary and 
   partnerships                                         155,000         191,000               390,000           227,000
                                                     ----------      ----------            ----------       -----------
Income (loss) from continuing operations 
  before income taxes                                  (152,000)      2,929,000               (70,000)        2,852,000
                            
Benefit (provision) for income taxes                      9,000        (595,000)               (8,000)         (630,000)
                                                     ----------      ----------            ----------       -----------
Income (loss) from continuing operations               (143,000)      2,334,000               (78,000)        2,222,000
                        
Loss from discontinued operations                             -         (14,000)                    -          (696,000)
                                                     ----------      ----------            ----------       -----------
NET INCOME (LOSS)                                    $ (143,000)     $2,320,000            $  (78,000)      $ 1,526,000
                                                     ----------      ----------            ----------       -----------
                                                     ----------      ----------            ----------       -----------
                             
INCOME (LOSS) PER COMMON SHARE:
   Income (loss) from  continuing operations         $     (.03)     $      .54            $     (.02)      $       .52
   Loss from discontinued operations                          -               -                     -              (.16)
                                                     ----------      ----------            ----------       -----------
NET INCOME (LOSS) PER COMMON 
SHARE                                                $     (.03)     $      .54            $     (.02)      $       .36
                                                     ----------      ----------            ----------       -----------
                                                     ----------      ----------            ----------       -----------
WEIGHTED AVERAGE COMMON                   
SHARES OUTSTANDING                                    4,311,206       4,290,677             4,298,139         4,276,548
                                                     ----------      ----------            ----------       -----------
                                                     ----------      ----------            ----------       -----------
</TABLE>
                 
         See notes to condensed consolidated financial statements.


                                      5
<PAGE>


                           SCHERER HEALTHCARE, INC.
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (UNAUDITED)


<TABLE>
<CAPTION>

                                                                              Nine months ended
                                                                                 December 31,
                                                                         -------------------------------
                                                                           1996                 1995
                                                                        --------------------------------
<S>                                                                      <C>                 <C>
CASH FLOWS FROM OPERATING ACTIVITIES:        
   Net income (loss)                                                     $  (78,000)         $1,526,000
   Adjustments to reconcile net income (loss) to net cash used for
   operating activities:
    Depreciation and amortization                                         1,309,000           1,694,000
    Minority interest                                                      (374,000)           (186,000)
    Loss (gain) on sale of assets                                            84,000          (3,023,000)
    Loss from discontinued operations                                             -             696,000
    Other noncash charges and credits, net                                   (8,000)            (30,000)
   Changes in operating assets and liabilities, net of acquisitions:
    Accounts receivable, net                                                274,000           1,427,000
    Inventories                                                            (179,000)           (320,000)
    Prepaid and other                                                        17,000              93,000
    Accounts payable and accrued expenses                                (1,018,000)           (767,000)
    Other liabilities                                                       (16,000)            (19,000)
                                                                      ------------          -----------
   Net cash provided by operating activities of continuing                  
    operations                                                               11,000           1,091,000
                                                                      ------------          -----------
   Net operating activities of discontinued operations                     (134,000)         (1,218,000)
                                                                      ------------          -----------
   Net cash used for operating  activities                                 (123,000)           (127,000)
                                                                       ------------          -----------
                           
CASH FLOWS FROM INVESTING ACTIVITIES:        
   Additions to property and equipment, net                                (919,000)           (407,000)
   Proceeds from sale of assets                                             254,000           5,040,000
   Decrease in notes receivable                                             238,000             584,000
   Decrease in investments                                                        -           3,232,000
   Other investing activities, net                                         (44,000)             129,000
                                                                      ------------          -----------
Net cash provided by (used for) investing activities                      (471,000)           8,578,000
                                                                      ------------          -----------
CASH FLOWS FROM FINANCING ACTIVITIES         
   Net (repayment of) proceeds from borrowings                             (39,000)          (2,535,000)
   Net repayments to affiliated companies                                 (141,000)          (4,221,000)
                                                                      ------------          -----------
Net cash used for financing activities                                    (180,000)          (6,756,000)
                                                                      ------------          -----------
CHANGE IN CASH AND CASH EQUIVALENTS                                       (774,000)           1,695,000
         
                          
CASH AND CASH EQUIVALENTS, beginning of period                           3,622,000            1,273,000
                                                                      ------------          -----------
CASH AND CASH EQUIVALENTS, end of period                                $2,848,000           $2,968,000
                                                                      ------------          -----------
                                                                      ------------          -----------

</TABLE>

         See notes to condensed consolidated financial statements.

                                      6
<PAGE>

                           SCHERER HEALTHCARE, INC.

                NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


NOTE 1.
The accompanying condensed consolidated financial statements of Scherer 
Healthcare, Inc. and its subsidiaries (the "Company") include all adjustments 
that, in the opinion of management, are necessary for a fair presentation of 
the results for the period indicated. Quarterly results of operations are not 
necessarily indicative of annual results. These statements should be read in 
conjunction with the consolidated financial statements and the notes thereto 
included in the Company's Annual Report on Form 10-K for the fiscal year 
ended March 31, 1996.

Certain fiscal 1996 amounts have been reclassified to conform with the fiscal 
1997 presentation.


NOTE 2.
The components of inventory consist of the following:


<TABLE>
<CAPTION>

                                                                        December  31, 1996    March 31, 1996
                                                                       ------------------    ---------------
   <S>                                                                   <C>                   <C>
     Finished products                                                       $1,185,000        $1,884,000
     Work in progress                                                           338,000           233,000
     Containers, packaging, and raw materials                                 2,283,000         1,819,000
                                                                            -----------        ----------
                                                                             $3,806,000        $3,936,000
                                                                            -----------        ----------
                                                                            -----------        ----------
</TABLE>

Inventories are stated at the lower of net realizable value or cost using the 
first-in, first-out ("FIFO") method.

NOTE 3.
Debt and obligations under capital leases consist of the following:


<TABLE>
<CAPTION>
                          
                                                                         December  31, 1996     March 31, 1996
                                                                         ------------------    ---------------
   <S>                                                                   <C>                   <C>
   Swiss debt principal and accrued interest at 9%                           $  368,000             $397,000
   Note payable to bank, due through fiscal 2004;
       variable interest rate, 8.125% at December 31, 1996                      905,000              975,000
   Note payable to Scherer Capital Company, L.L.C.            
     due fiscal 2002, prime plus 1%, 9.75% at          
     December 31, 1996                                                          700,000              700,000
   Obligations under capital leases, due in varying                        
   installments through fiscal 2002                                           1,315,000            1,290,000
   Swiss notes payable due fiscal 1999 at 8%                                  2,851,000            2,896,000
   Other long-term debt                                                           2,000               14,000
                                                                         ----------------      ---------------
                                                                              6,141,000            6,272,000
   Less current maturities                                                     (999,000)            (981,000) 
                                                                         ----------------      ---------------
    Long-term debt                                                           $5,142,000          $ 5,291,000
                                                                         ----------------      ---------------
                                                                         ----------------      ---------------
</TABLE>



                                      7
<PAGE>


NOTE 4.
At December 31, 1996 and March 31, 1996, the Company had $2,145,000 and 
$2,248,000, respectively, payable to Scherer Capital Company L.L.C. ("Scherer 
Cap"), an affiliated company. The payable was due on demand and bore interest 
at prime rate plus 1% (9.25% at December 31, 1996). Additionally, at March 
31, 1996 the Company had $38,000 payable to another affiliate, Scherer 
Scientific, Ltd. These entities are controlled by the majority stockholder of 
the Company.

In January 1997, the Company and Scherer Cap restructured the balance of 
$2,128,000 on the demand loan into a promissory note (the "Note") to be 
repaid in monthly installments of principal and interest over a five year 
term with a maturity date of December 1, 2001. The Note bears interest at 
prime rate plus 1%, adjusted quarterly, and is collateralized by 2,432,251 
shares of the Marquest Medical Products, Inc. ("Marquest") common stock owned 
by the Company. The monthly payment is fixed at $44,437 except for the first 
payment which will be $45,030 and the last payment which will be for the 
amount of the unpaid principal balance plus any unpaid accrued interest as of 
December 1, 2001.

In March 1996, Scherer Cap and Marquest, a 51% owned subsidiary of the 
Company, entered into a Loan and Security Agreement (the "Loan Agreement") to 
refinance the balance of $700,000 owed to Scherer Cap by Marquest on a 
short-term promissory note. The Loan Agreement enables Marquest to borrow a 
maximum of $1,500,000 at an interest rate of 1% over prime, adjusted 
quarterly. The rate was 9.75% as of December 31, 1996. Any amounts borrowed 
under the Loan Agreement are represented by Convertible Notes due April 1, 
2001 (the "Scherer Cap Notes") and are secured by Marquest's inventory, 
building, and equipment. Pursuant to the Loan Agreement, which expires 
February 28, 2001, the Scherer Cap Notes are convertible at the option of 
Scherer Cap into shares of Marquest Common Stock at a conversion price of 
$.70 per share. As of December 31, 1996, Marquest had borrowed $700,000 under 
the Loan Agreement and the Scherer Cap Notes. Additionally, in March 1996 
Scherer Cap purchased 2,061,856 shares of Marquest Common Stock for an 
aggregate purchase price of $1,000,000.

During the first quarter of fiscal 1996 and prior periods, Scherer 
Scientific, Ltd. provided to the Company and its subsidiaries administrative, 
accounting, management oversight and payroll services (collectively, the 
"Administrative Services") and facilities costs. Effective July 1, 1995, 
Scherer Scientific, Ltd. and the Company terminated the Administrative 
Services arrangement and certain employees of Scherer Scientific, Ltd. became 
employees of the Company. As a result, the Company currently provides its own 
administrative, accounting, management and payroll services.

NOTE 5.
On October 29, 1996, the Company sold substantially all of the remaining 
assets of its majority owned partnership, Scherer Healthcare, Ltd. ("Scherer 
Ltd."), which was doing business as Protective Disposable Apparel, to a 
subsidiary of Health-Pak, Inc. ("Health-Pak") for approximately $254,000 plus 
the assumption by Health-Pak of $319,000 in accounts payable. The assets 
acquired by Health-Pak were those used in connection with Scherer Ltd.'s 
business of providing nonwoven apparel for industrial uses (the "Industrial 
Business") and include accounts receivable, inventory and furniture and 
fixtures. Additionally, Health-Pak agreed to assume certain accounts payable 
related to the Industrial Business. The Company recorded a loss from the 
transaction of approximately $84,000 in the third quarter primarily due to 
the write-off of the remaining book value of certain intangible assets. 


                                      8
<PAGE>

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

The following discussion contains, in addition to historical information, 
forward-looking statements. The Company's actual results may differ 
significantly from the results discussed in the forward-looking statements. 
Factors that could cause or contribute to such differences include, but are 
not limited to, those discussed below and in the Company's 1996 Annual Report 
on Form 10-K.

RESULTS OF OPERATIONS

The following table sets forth, for the periods indicated, the net sales and 
operating income (loss) for each segment of the business of the Company and 
its subsidiaries:

<TABLE>
<CAPTION>

                                                 Three months ended              Nine months ended
                                                    December 31,                  December 31,
                                               ----------------------------  -------------------------
                                                    1996            1995          1996          1995
                                               -----------     -----------   -------------  ---------
<S>                                            <C>             <C>           <C>            <C>
NET SALES:                          
  Medical Device and Surgical/Safety
  Disposables Segment:                    
   Marquest Medical Products, Inc.              $5,035,000      $5,739,000    $15,840,000   $16,216,000
   Scherer Healthcare, Ltd. (a)                     25,000         575,000      1,069,000     7,028,000
  Waste Management Services Segment              2,954,000       2,720,000      8,832,000     7,983,000
  Consumer Healthcare Products Segment             236,000         233,000        986,000       859,000
                                              ------------      ----------    -----------   ------------
      Company Totals                            $8,250,000      $9,267,000    $26,727,000   $32,086,000
                                              ------------      ----------    -----------   ------------
                                              ------------      ----------    -----------   ------------
                              
OPERATING INCOME (LOSS):                   
  Medical Device and Surgical/Safety
  Disposables Segment:                    
   Marquest Medical  Products, Inc.             $  (57,000)      $ 144,000   $   (117,000)    $ 248,000
   Scherer Healthcare,  Ltd. (a)                  (126,000)       (127,000)      (330,000)      (32,000)
  Waste Management Services Segment                304,000         228,000        868,000       681,000
  Consumer Healthcare Products Segment              61,000          75,000        369,000       304,000
  Corporate                                       (122,000)       (308,000)      (573,000)     (975,000)
                                              ------------      ----------    -----------     ----------
    Company Totals                              $   60,000       $  12,000    $   217,000     $ 226,000
                                              ------------      ----------    -----------     ----------
                                              ------------      ----------    -----------   ------------
</TABLE>

(a)   On October 3, 1995, Scherer Ltd., a majority owned partnership of
      the Company which had been doing business as Custom Medical
      Products, sold certain of its assets that were used in
      connection with its business of packing and distributing medical
      supplies for surgical procedures and providing nonwoven medical
      drapes, gowns and accessory items to hospitals and other health
      care providers (the "Medical Business"). After the transaction,
      Scherer Ltd. continued to operate in the business of providing
      nonwoven apparel for industrial uses (the "Industrial Business")
      under the name Protective Disposable Apparel. On October 29,
      1996, the Company sold substantially all of the remaining assets
     of Scherer Ltd. to a subsidiary of Health-Pak, Inc. This is
     discussed further under "Medical Device and Surgical/Safety
     Disposables Segment - Scherer Healthcare, Ltd.".

The Company's net sales decreased by 11% to $8,250,000 for the third quarter 
of fiscal 1997 from $9,267,000 for the third quarter of fiscal 1996; however, 
the third quarter of fiscal 1996 includes three months of net sales for the 
Industrial Business, or $575,000, which was sold in October 1996. 
Accordingly, the third quarter of fiscal 1997 includes less than one month of 
net sales for the Industrial Business, or $25,000. The Company reported 
operating income of $60,000 for the third quarter of fiscal 1997 compared to 
operating income of $12,000 during the same period in fiscal 1996. The 
Company's cost of sales decreased from 67% of net sales in the third quarter 
of fiscal 1996 to 63% in the third quarter of fiscal 1997. Selling, general, 
and administrative expenses increased from 33% of net sales in the third 
quarter of fiscal 1996 to 35% in the third quarter of fiscal 1997.

                                    9
<PAGE>

For the first nine months of fiscal 1997, the Company's net sales decreased 
17% to $26,727,000 from $32,086,000 during the first nine months of fiscal 
1996; however, fiscal 1996 includes six months of net sales for the Medical 
Business, or $5,344,000, which was sold on October 3, 1995. Additionally, 
fiscal 1996 includes nine months of net sales for the Industrial Business, or 
$1,684,000, and fiscal 1997 includes only six full months of net sales for 
the Industrial Business, or $1,069,000. The Company's operating income 
decreased to $217,000 for the nine months ended December 31, 1996 from 
$226,000 for the nine months ended December 31, 1995. The Company's cost of 
sales decreased from 68% of net sales for the nine months ended December 31, 
1995 to 66% of net sales for the nine months ended December 31, 1996. 
Selling, general and administrative expenses increased from 31% of net sales 
for the nine months ended December 31, 1995 to 33% for the nine months ended 
December 31, 1996.

The results of operations of the Company are dependent upon the results of 
operations of each of its subsidiaries and majority owned partnerships 
operating in the Company's individual business segments. Set forth below is a 
discussion of the results of operations of each of these segments.

MEDICAL DEVICE AND SURGICAL/SAFETY DISPOSABLES SEGMENT

MARQUEST MEDICAL PRODUCTS, INC.  Net sales for Marquest, the Company's 51% 
owned subsidiary, decreased approximately 12% to $5,035,000 for the third 
quarter of fiscal 1997 from $5,739,000 during the same period in fiscal 1996 
and Marquest's net sales decreased 2% to $15,840,000 for the nine months 
ended December 31, 1996 from $16,216,000 for the nine months ended December 
31, 1995. The decrease in net sales is primarily due to a decrease in sales 
of Marquest's medication delivery devices. Sales of these devices are down 
approximately $750,000 in fiscal 1997 compared to fiscal 1996, the majority 
of this decrease is attributable to one major customer who has not placed an 
order in fiscal 1997. The decrease in sales of the medication delivery 
devices was partially offset by an increase in sales of Marquest's arterial 
blood gas products which increased approximately $220,000 in fiscal 1997 
compared to fiscal 1996. This increase can be attributed to a long term 
contract signed with a major customer in late fiscal 1996 for these products. 
Additionally, as a result of Marquest's expanded European warehouse facility, 
some of Marquest's foreign customers are changing their buying patterns by 
placing more frequent smaller orders in contrast to placing sporadic large 
orders.

Primarily as a result of the decrease in net sales, Marquest reported
an operating loss of $57,000 for the third quarter of fiscal 1997
compared to operating income of $144,000 for the third quarter of
fiscal 1996. Marquest's cost of sales decreased to 68% of net sales
for the third quarter of fiscal 1997 from 69% of net sales during the
third quarter of fiscal 1996 and its selling, general and
administrative expenses increased to 31% of net sales for the third
quarter of fiscal 1997 from 28% during the same period in fiscal
1996.

Marquest reported an operating loss of $117,000 for the nine months
ended December 31, 1996 compared to operating income of $248,000 for
the nine months ended December 31, 1995. Marquest's cost of sales
increased to 70% of net sales for the nine months ended December 31,
1996 from 69% of net sales during the same period in fiscal 1996.
Selling, general, and administrative expenses remained flat at 29% of
net sales for the nine months ended December 31, 1996 and 1995. The
operating loss for the nine months ended December 31, 1996 is a
result of the decrease in net sales combined with an increase in
overtime expense in the first quarter of fiscal 1997 due to the
rework of certain products and an increase in the manufacturing of
inventory in an effort to improve customer service support.
Additionally, Marquest provides heated humidification units to
hospitals at no charge in exchange for agreements by the hospitals to
purchase specified levels of disposable products from Marquest.
Marquest provided a significantly higher number of these units to
hospitals in fiscal 1997 compared to fiscal 1996.

SCHERER HEALTHCARE, LTD.  On October 3, 1995, Scherer Ltd., a majority owned 
partnership of the Company which had been doing business as Custom Medical 
Products, sold certain assets to Cordis Medical Products, Inc. ("Cordis 
Medical"), a wholly-owned subsidiary of Cordis Corporation ("Cordis"). The 
assets acquired by Cordis Medical were those used in connection with Scherer 
Ltd.'s business of packing and distributing medical supplies for surgical 
procedures and providing nonwoven drapes, gowns and accessory items to 
hospitals and other health care providers (the "Medical Business"). After the 
transaction, Scherer Ltd. continued to operate in the business of providing 
nonwoven apparel for industrial uses (the "Industrial Business") under the 
name Protective Disposable Apparel.

On October 29, 1996, Scherer Ltd. sold substantially all of its remaining 
assets, all of which were used in connection with the Industrial Business, to 
a subsidiary of Health-Pak, Inc. ("Health-Pak"). The assets acquired by 
Health-Pak include accounts receivable, inventory and furniture and fixtures.

                                      10
<PAGE>

Scherer Ltd.'s net sales for the third quarter of fiscal 1997 decreased 96% 
to $25,000 from $575,000 during the third quarter of fiscal 1996; however, 
the third quarter of fiscal 1996 includes three full months of net sales for 
the Industrial Business while the third quarter of fiscal 1997 only includes 
net sales through October 18, 1996 (the effective date of the transaction 
regarding operations). Additionally, net sales for the third quarter of 
fiscal 1997 reflect adjustments to prior period sales for returned products.

Net sales for Scherer Ltd. decreased 85% to $1,069,000 for the nine months 
ended December 31, 1996 from $7,028,000 for the nine months ended December 
31, 1995; however, the nine months ended December 31, 1995 included six 
months of net sales for the Medical Business, or $5,344,000, which was sold 
on October 3, 1995. Net sales for the Industrial Business decreased 
approximately 37% to $1,069,000 for the nine months ended December 31, 1996 
compared to $1,684,000 for the same period in fiscal 1996; however, fiscal 
1996 includes nine months of net sales for the Industrial Business and fiscal 
1997 includes only six full months of net sales.

Scherer Ltd. reported an operating loss of $126,000 for the third quarter of 
fiscal 1997 compared to an operating loss of $127,000 during the third 
quarter of fiscal 1996, of which $76,000 relates to the Industrial Business. 
The increase in the operating loss of the Industrial Business can primarily 
be attributed to the decrease in net sales combined with the write down of 
inventory following a physical count taken for the Health-Pak transaction.

For the nine months ended December 31, 1996, Scherer Ltd. reported an 
operating loss of $330,000 compared to an operating loss of $32,000 during 
the same period in fiscal 1996. The Medical Business reported operating 
income of $215,000 for the nine months ended December 31, 1995 primarily due 
to monthly shortfall payments ($295,000 in total) received from Cordis to 
help offset losses incurred under Scherer Ltd.'s surgical disposable trays 
contract with Cordis. The Industrial Business reported an operating loss of 
$330,000 for the nine months ended December 31, 1996 compared to an operating 
loss of $247,000 during the same period in fiscal 1996. The increase in the 
operating loss of the Industrial Business is primarily due to the decrease in 
net sales combined with the inventory write down pursuant to the physical 
count taken for the Health-Pak transaction in October 1996.

WASTE MANAGEMENT SERVICES SEGMENT

Net sales in the Company's Waste Management Services Segment increased 
approximately 9% to $2,954,000 in the third quarter of fiscal 1997 from 
$2,720,000 during the third quarter of fiscal 1996 and its net sales 
increased approximately 11% to $8,832,000 for the nine months ended December 
31, 1996 from $7,983,000 during the same period in fiscal 1996. The increase 
in sales is due to the continuing acquisition of medical waste disposal 
contracts with hospitals.

Operating income increased approximately 33% to $304,000 for the third 
quarter of fiscal 1997 from $228,000 during the third quarter of fiscal 1996 
and increased approximately 27% to $868,000 for the nine months ended 
December 31, 1996 from $681,000 during the same period in fiscal 1996. The 
increase in operating income can primarily be attributed to a decrease in 
insurance expense in fiscal 1997 combined with the increase in net sales.

CONSUMER HEALTHCARE PRODUCTS SEGMENT

Net sales for Scherer Laboratories, Inc. ("Scherer Labs"), which operates the 
Company's Consumer Healthcare Products Segment, increased slightly to 
$236,000 during the third quarter of fiscal 1997 from $233,000 during the 
third quarter of fiscal 1996 and its net sales increased approximately 15% to 
$986,000 during the nine months ended December 31, 1996 from $859,000 during 
the same period in fiscal 1996. The increase in net sales can be attributed 
to the acquisition of new customers and retail outlets during fiscal 1997.

Operating income for Scherer Labs decreased to $61,000 for the third quarter 
of fiscal 1997 from $75,000 for the third quarter of fiscal 1996; however, 
operating income increased to $369,000 for the nine months ended December 31, 
1996 from $304,000 for the same period in fiscal 1996. The increase in 
operating income is primarily due to the increase in net sales discussed 
above. 


                                      11
<PAGE>

LIQUIDITY AND CAPITAL RESOURCES

THE COMPANY

CASH FLOWS FROM OPERATIONS.
The Company's (excluding Marquest's) operating activities from continuing 
operations provided cash during the first nine months of fiscal 1997 of 
approximately $774,000 compared to cash provided from continuing operations 
during the same period in fiscal 1996 of approximately $1,506,000. The 
decrease in cash provided from continuing operations can primarily be 
attributed to the collection of the remaining Scherer Ltd. accounts 
receivable associated with the Medical Business and the overall improvement 
of Scherer Ltd.'s working capital management prior to the sale of the Medical 
Business to Cordis Medical in October 1995. Cordis paid all amounts owed to 
Scherer Ltd. at the time of closing, approximately $560,000, for services 
provided under the contract with Cordis to assemble surgical disposable 
trays. Additionally, as part of the terms of the sale agreement, Scherer Ltd. 
retained all accounts receivable associated with the Medical Business, of 
which approximately $800,000 was collected during the third quarter of fiscal 
1996.

Scherer Labs, which operates the Company's Consumer Healthcare Products 
Segment, improved its cash provided from operations to $307,000 during the 
first nine months of fiscal 1997 from $215,000 during the same period in 
fiscal 1996. The improvement is primarily due to the timing of collection of 
its accounts receivable and the timing of payment of its accounts payable.

Discontinuing the operations of Biofor, Inc. ("Biofor") has significantly 
improved the cash flow of the Company. The net cash used by Biofor's 
operations during the first nine months of fiscal 1996 was approximately 
$1,218,000 compared to approximately $134,000 during the first nine months of 
fiscal 1997.

CASH FLOWS FROM FINANCING AND INVESTING ACTIVITIES.
Prior to fiscal 1996, Scherer Cap, an entity controlled by the majority 
stockholder of the Company, made loans (the "Affiliate Loans") to the Company 
and its subsidiaries the proceeds of which were used primarily for working 
capital and business acquisitions. The Affiliate Loans were payable on demand 
and bore interest at prime rate plus 1%. In the third quarter of fiscal 1996, 
the Company used $4,800,000 of the net proceeds from the sale of the Medical 
Business to Cordis Medical to repay a portion of the Affiliate Loans. In 
January 1997, the Company and Scherer Cap restructured the balance of 
$2,128,000 on the Affiliate Loans into a promissory note (the "Note") to be 
repaid in monthly installments of principal and interest over a five year 
term with a maturity date of December 1, 2001. The Note bears interest at 
prime rate plus 1 %, adjusted quarterly, and is collateralized by 2,432,251 
shares of the Marquest common stock owned by the Company. The monthly payment 
is fixed at $44,437 except for the first payment which will be $45,030 and 
the last payment which will be for the amount of the unpaid principal balance 
plus any unpaid accrued interest as of December 1, 2001.

During the first quarter of fiscal 1996, the Company terminated its 
$3,200,000 line of credit with Trust Company Bank (now SunTrust Bank). This 
line was fully collateralized by cash investments. The Company determined 
that the line provided no net financial leverage and converted the collateral 
previously used to secure the line of credit into operating cash. Available 
cash balances are invested in repurchase agreements (principally U.S. 
Treasuries) daily.

Management of the Company believes its current cash flow is sufficient to 
maintain its current operations.

MARQUEST

CASH FLOWS FROM OPERATIONS.
Marquest's cash used from operations increased during the first nine months 
of fiscal 1997 to approximately $764,000 from approximately $416,000 during 
the same period in fiscal 1996. The increase in cash used from Marquest's 
operations is primarily due to the monthly installments to the Internal 
Revenue Service ($360,000 in total over the nine months) as a result of the 
settlement with respect to tax issues related to previous years. 
Additionally, Marquest paid $170,000 during the first quarter of fiscal 1997 
to settle a lawsuit with an insurance company.

                                      12
<PAGE>

CASH FLOWS FROM FINANCING AND INVESTING ACTIVITIES.
In March 1996, Marquest and Scherer Cap entered into a Loan and Security 
Agreement (the "Loan Agreement") that enables Marquest to borrow a maximum of 
$1,500,000 at an interest rate of prime plus 1 1/2%, adjusted quarterly. Any 
amounts borrowed under the Loan Agreement are represented by Convertible 
Notes due April 1, 2001 (the "Scherer Cap Notes") and are secured by 
Marquest's inventory, building, and equipment. Pursuant to the Loan 
Agreement, which expires February 28, 2001, the Scherer Cap Notes are 
convertible at the option of Scherer Cap into shares of Marquest Common 
Stock. As of December 31, 1996, Marquest had borrowed $700,000 under the Loan 
Agreement. Additionally, Scherer Cap invested $1,000,000 in Marquest in March 
1996 through the purchase of 2,061,856 shares of Marquest Common Stock.

In November 1996, Marquest obtained a revolving line of credit from Norwest 
Business Credit, Inc. ("Norwest") which expires February 28, 1999. Any 
amounts borrowed against the line of credit will be secured by Marquest's 
accounts receivable and will bear interest at 2.25% over Norwest's prime 
rate. The maximum amount of the line of credit is 80% of the eligible 
accounts receivable or $2,000,000, whichever is less. As of December 31, 
1996, Marquest had not borrowed any funds against the line of credit. The 
convenants for the line of credit provide that Marquest maintain a debt 
service coverage ratio of 1:1 at the end of fiscal 1997, and the maximum net 
loss cannot exceed $50,000 for fiscal 1997. No assurance can be given that 
Marquest will satisfy the covenants for fiscal 1997.

Marquest's management believes that it can fund its current operating levels 
and meet its obligations for fiscal 1997 from cash on hand, funds generated 
from operations, and from funds available through other sources, including 
the Loan Agreement and the Norwest credit facility.

                                      13
<PAGE>

PART II. OTHER INFORMATION

Item 1. LEGAL PROCEEDINGS

        In a complaint filed in September 1996 in Japan, Marquest's
        distributor of arterial blood gas products in Japan is alleged
        to have infringed the patent of Terumo K.K., resulting in a
        request for an injunction against the distributor from further
        marketing and sale of Marquest's arterial blood gas samplers in
        Japan. The complaint does not currently name Marquest.
        Marquest is paying the cost to defend its distributor in the
        litigation and has engaged counsel in Japan. Due to the
        preliminary nature of this litigation, there can be no
        assessment as to the potential impact on Marquest.

Item 5. OTHER INFORMATION

        Marquest is subject to regulation by the Food and Drug
        Administration ("FDA") regarding the manufacture and sale of its
        products. On October 1, 1991, Marquest entered into a five year
        Consent Decree with the FDA in which Marquest agreed to comply
        with the FDA's Current Good Manufacturing Practices ("cGMP").
        As of October 1, 1996, the Consent Decree expired.

Item 6. EXHIBITS AND REPORTS ON FORM 8-K

        (a) Exhibits

         Exhibit No.                 Description
         -----------                 -----------
              27                      Financial Data Schedule

        (b) Reports on Form 8-K.

             None



                                      14
<PAGE>
                                    
                                SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the 
registrant has duly caused this report to be signed on its behalf by the 
undersigned thereunto duly authorized.


                                       SCHERER HEALTHCARE, INC.
                                       (Registrant)


Date: February 13, 1997                /s/ Robert P. Scherer, Jr.
                                      ----------------------------
                                      Robert P. Scherer, Jr.
                                      Chairman


Date: February 13, 1997              /s/ Gary W. Ruffcorn
                                     ----------------------------
                                     Gary W. Ruffcorn
                                     Principal Accounting Officer



                                      15
<PAGE>

                                  ANNEX IX

                     MMPI'S ANNUAL REPORT ON FORM 10-K
                   FOR THE FISCAL YEAR ENDED MARCH 30, 1996

<PAGE>

                     SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549
                          _______________________

                                 FORM 10-K

                ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
                  OF THE SECURITIES EXCHANGE ACT OF 1934

 For the fiscal year ended March 30, 1996            Commission File No. 0-11484
                          _______________________

                      MARQUEST MEDICAL PRODUCTS, INC.
          (Exact name of Registrant as specified in its charter)

           COLORADO                                       84-0785259
(State or other jurisdiction of                        (I.R.S. Employer
incorporation or organization)                         Identification No.)

               11039 EAST LANSING CIRCLE, ENGLEWOOD, CO  80112
            (Address and zip code of principal executive offices)

                                (303) 790-4835
            (Registrant's telephone number, including area code)

         SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

                                                   Name of Each Exchange
          Title of Each Class                       on Which Registered 
                None                                        None

          SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
                               Title of Each Class

                           Common Stock, No Par Value

Indicate by check mark whether the Registrant (1) has filed all reports 
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 
1934 during the preceding 12 months (or for such shorter period that the 
Registrant was required to file such reports), and (2) has been subject to 
such filing requirements for the past 90 days.

                           YES __X__     NO _____

Indicate by check mark if disclosure of delinquent filers pursuant to Item 
405 of Regulation 5-K is not contained herein, and will not be contained, to 
the best of Registrant's knowledge, in definitive proxy or information 
statements incorporated by reference in Part III of this Form 10-K or any 
amendment to this Form 10-K. ___

Based on the last reported sales price of $1.8125 on June 18, 1996, the 
aggregate market value of the voting stock held by non affiliates of the 
registrant was $8,377,502.

The number of shares outstanding of the registrant's common stock, exclusive 
of treasury shares, was 14,206,006 on June 18, 1996.

                     DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Proxy Statement for the Annual Meeting of Shareholders are 
incorporated by reference into Part III of this report on Form 10-K.

                                Page 1 of 43

<PAGE>

                             TABLE OF CONTENTS


                                  PART I
Item                                                                        Page
- ----                                                                        ----

 1.   Business.................................................................3
 2.   Properties...............................................................8
 3.   Legal Proceedings........................................................8
 4.   Submission of Matters to a Vote of Shareholders..........................8
      Executive Officers of the Registrant.....................................8

                                  PART II

 5.   Market for the Registrant's Common Stock and Related Shareholder 
        Matters................................................................9
 6.   Selected Financial Data.................................................10
 7.   Management's Discussion and Analysis of Financial Condition and 
        Results of Operations.................................................10
 8.   Consolidated Financial Statements and Supplementary Data................14
 9.   Changes in and Disagreements with Accountants on Accounting and 
        Financial Disclosure..................................................39

                                  PART III

10.   Directors and Executive Officers of the Registrant......................39
11.   Executive Compensation..................................................39
12.   Security Ownership of Certain Beneficial Owners and Management..........39
13.   Certain Relationships and Related Transactions..........................39

                                  PART IV

14.   Exhibits, Financial Statement Schedules and Reports on Form 8-K.........39

      Signatures..............................................................42

<PAGE>

                                    PART I

ITEM I.  BUSINESS

GENERAL:  Marquest Medical Products, Inc. ("Marquest" or the "Company") was 
incorporated in 1979 under the laws of the State of Colorado.  Marquest is a 
manufacturer and marketer of disposable medical devices, supplies and 
equipment for use in the respiratory care, cardiopulmonary support and 
anesthesia markets.

Marquest manufactures and distributes four major groups of products for use 
in the respiratory care, cardiopulmonary support and anesthesia markets.  The 
largest of these product groups is the Blood Collection Systems for 
Diagnostic Testing.  This group includes the broad line of Marquest 
disposable blood gas syringes.  Most revenues in this group are generated by 
the proprietary-designed syringes, which are marketed under the trade names 
Gas-Lyte and Quik-ABG.  As discussed in Note 11 to the Consolidated Financial 
Statements, the Company executed a sale and leaseback of this product line 
during Fiscal 1994 with Scherer Healthcare, Inc. ("Scherer") as part of a 
series of transactions designed to restructure the Company financially. See 
"Business Transactions with Scherer Healthcare, Inc. and Scherer Capital, 
LLC."

The Company's disposable blood gas syringes are used to collect blood for 
blood gas analysis routinely performed in hospitals on patients suspected of 
having metabolic, respiratory or other cardiopulmonary difficulties.  The 
blood sample collected is processed through a blood gas analyzer which is 
manufactured by other companies.  In order for the analysis to be meaningful, 
the collected sample must remain as free from contamination as possible.  
Contamination is principally caused by the diffusion of gases in the sample 
resulting from (i) exposure to air and (ii) dilution caused by the 
anticoagulant solution used to prevent the sample from clotting.  Marquest 
syringes are specifically designed to minimize both of these forms of 
contamination.

The Company's second largest product line is Aerosolized Medication Delivery 
Systems, consisting primarily of disposable nebulizers.  Nebulizers atomize 
medications for inhalation into the lungs.  The Company offers different 
nebulizers to accommodate user preferences as well as the requirements for 
different types of respiratory treatment.  Nebulizers are marketed under the 
trade names Acorn II -Registered Trademark- and Whisperjet.  The Acorn II 
- -Registered Trademark- Nebulizer is used as part of a circuit package sold 
under the name, "RespirGard II -Registered Trademark- Nebulizer System".

The RespirGard II -Registered Trademark- Nebulizer System is a device 
designed for the administration of aerosolized pentamidine (NebuPent 
- -Registered Trademark-, a registered trademark of Fujisawa Pharmaceutical 
Company), a drug used in the treatment of certain respiratory complications 
that result from the AIDS virus (pneumocystis carinii pneumonia).  RespirGard 
- -Registered Trademark- II is the only device specifically recommended by 
Fujisawa and referenced in their labeling and use instructions. 

Heated Humidification Systems is the Company's third product group.  These 
systems consist of three subgroups -- humidifiers, heated wire circuits and 
humidification chambers.  Heated Humidification Systems provide a flow of 
moist, warm air to patients who are at risk from loss of body temperature and 
drying of the lung linings.  There are applications for this product group in 
both respiratory care and anesthesia.

The fourth product group is Anesthesia and Respiratory Breathing Systems, 
which includes numerous disposable products for use in respiratory care and 
anesthesia.  These products include standard respiratory and anesthesia 
circuits, masks, filters, and hyperinflation systems, as well as other 
accessories for use in either respiratory therapy or anesthesia 
administration applications.

The circuits range from a simple hose connecting the patient to the 
anesthesia machine in the operating room to more sophisticated circuits that 
allow monitoring of gas temperature and flow into and out of the patient.  
Disposable masks are designed to eliminate resterilization costs of 
conventional reusable masks and represent further steps to remove the 
possibility of cross-contamination from the operating room.

The filters are designed to filter particulates and bacteria from any air or 
anesthesia line carrying gases to or from a patient.  The filter market 
continues to be a rapidly expanding one as healthcare providers have 
increased the emphasis placed on infection control.  They are marketed for 
use in respiratory support, principally on ventilators, and 


                                     3

<PAGE>

anesthesia circuits.  The filters, however, can be used anywhere there is a 
concern about what enters or leaves a patient's lungs.  These filters are 
marketed under the trade names RespirGard, HydroGard, OxyGard, and SpiroGard.

Marquest produces plastic parts for use in its assembly of disposable 
respiratory and anesthesia products, and is engaged in the distribution of 
medical equipment. 

FDA REGULATION AND ADMINISTRATIVE ACTION:  The Company and its products are 
subject to regulation by the United States Food and Drug Administration 
("FDA") and virtually all of the Company's products are subject to validation 
as required by the current Good Manufacturing Practices Regulations ("GMP") 
of the FDA.  As a result, the FDA engages in periodic inspections of the 
Company's facilities, its products and its manufacturing processes.  In May 
1991, the FDA initiated such an inspection, resulting in a report dated May 31, 
1991, that contained significant allegations of violations of the GMP 
regulations.  In the report, the FDA alleged that methods used by Marquest 
and the facilities and controls used in connection with manufacturing, 
packaging and storage of the medical devices were not in conformity with GMP. 
The FDA also alleged that Marquest failed to make appropriate Medical Device 
Reports ("MDRs").  On August 8, 1991, the Company was named in a civil 
complaint filed by the United States Attorney's Office for the District of 
Colorado seeking an injunction against the Company and three of its officers 
and further alleging that the Company was manufacturing its products in 
violation of GMP, that certain devices were misbranded and adulterated and 
violations of several other sections of the Food, Drug and Cosmetic Act.   On 
October 1, 1991, the Company and one of the named individual defendants 
entered into a five-year Consent Decree; the two other individual defendants 
named in the complaint were dismissed as defendants.  The Consent Decree 
provided for suspension of the Company's United States manufacturing and 
distribution operations until the Company demonstrated it had adequate 
controls in place to ensure products were consistently produced in 
substantial compliance with GMP regulations.  The suspension continued until 
January 9, 1992, at which time the FDA's Denver District office informed the 
Company that it was authorized to renew its operations.  See Management's 
Discussion and Analysis of Financial Condition and Results of Operations and 
Note 7 of the Notes to Consolidated Financial Statements.

During Fiscal 1994, the FDA completed a routine inspection of the Company's 
compliance with the FDA's Good Manufacturing Practices.  The Company was 
issued an inspection report with two observations noted, which were corrected; 
there were no inspections during Fiscal 1995.

During Fiscal 1996, the FDA again inspected the Company's operations for
compliance with the FDA's Good Manufacturing Practices.  The Company continues
to be subject to a five-year Consent Decree with the FDA in connection
with the Company's compliance with GMP regulations, which Consent Decree
expires in October 1996.  The Company was issued an inspection report with
three observations noted.  The Company responded to the observations, 
including providing specific corrective action.

In May, 1996, subsequent to year end, the FDA concluded an inspection with
six deficiency observations noted. Many of the observations noted refer to
the lack of training regarding assembly, testing and sampling. The Company
is taking corrective action, including retraining employees, and implementing
other changes in order to respond to the FDA's concerns.  These changes and
corrective actions have been presented to the FDA in detail in the submissions
made by the Company and the Company continues to work with the FDA to
address the issues raised. Due to the observations noted and the pending
expiration of the Consent Decree in October 1996, the FDA has conducted more
frequent inspections of the Company's operations. The FDA will verify the
Company's implementation of corrective action at another inspection which 
will occur prior to mid-August, 1996. The Company cannot predict the outcome 
of the FDA's inspection or whether or not the FDA will take any additional 
action with respect to this matter.

INDUSTRY SEGMENTS AND FOREIGN SALES:  The Company has one industry segment: 
it manufactures and distributes medical devices and equipment to the 
healthcare provider sector.  All of the Company's current operations and 
assets are located in the United States.  Export sales are discussed in Note 
1 to the Consolidated Financial Statements.

Most export customers have been purchasing product from the Company for 
several years and are sold to on an open credit basis.  New customers 
generally are sold products on a letter of credit or other secured basis 
until an appropriate experience level is reached.  The Company does not 
perceive, and has not experienced, any unusual risk in its export activity. 
Export sales are billed to the Company's customers in U.S. dollars.

MARKETING AND CUSTOMERS:  The Company focuses a substantial portion of its 
resources on marketing and sales.  It emphasizes in-service training for its 
clinical customers, distributor training and direct marketing.  In-service 
training educates customers about the Company's products and is supported by 
continuing efforts to introduce product design changes that eliminate 
application difficulties, such as converting from liquid heparin to a dried 
form to eliminate dilutional errors in blood gas analysis tests.  Close 
working relationships with medical personnel also have led to the


                                     4

<PAGE>

development of better and safer applications for the Company's products, such 
as development of the RespirGard II -Registered Trademark- circuit, which is 
used in the treatment of AIDS-associated respiratory illnesses. 

The Company has identified and pursued opportunities to modify common medical 
devices to improve and expand their applications.  The Company believes that 
innovative product line expansion and clinical marketing have been and will 
continue to be essential factors in gaining market acceptance for the Company 
and its products.

The Company's sales and marketing program utilizes field sales 
representatives, managers and corporate marketing specialists who market the 
Company's manufactured products both directly and through distributors.  The 
representatives assist the Company's distributors by (i) making direct calls 
on hospital technicians and physicians to develop sales leads for the 
distributors, (ii) providing education and training programs to distributors 
and healthcare professionals relating to the need for, and use of, the 
Company's products, (iii) furnishing distributors with technical advice on 
various aspects of the Company's products, and (iv) working with distributors 
to improve joint business relationships.  The field sales representatives 
also sell directly to the hospitals in those market areas not serviced by 
distributors.

The Company distributes most of its manufactured products through a network 
of respiratory or anesthesia distributors.  This network includes hospital 
supply distributors as well as over a thousand home healthcare dealers who 
historically have distributed certain of the Company's products to users in 
the home.  There are some direct sales to certain large hospitals or to 
hospitals in areas where the Company has no dealer support, to certain 
government agencies and to original equipment manufacturer ("OEM") customers.

The Company's international sales and marketing efforts are managed from its 
corporate offices located in Englewood, Colorado.  Europe, the Middle East, 
Asia and Pacific Rim territories are managed by field sales representatives 
and specialty distributors.  Mexico, Central America, South America, and 
South Africa are managed using specialty distributors.  The international 
distributors act in much the same way as the domestic distributors to supply 
the Company's products.  The Company also participates in major international 
trade shows annually.

The Company has invested significant time and financial resources in the 
development of its distributor network and views this network as a valuable 
asset.  However, the Company does not believe that the loss of any single 
distributor would have a material impact on the Company's sales as it 
believes that any distributor can be replaced within a reasonable period of 
time, and that in the interim the Company can sell its products directly to 
most of the hospitals serviced by such a distributor.

During Fiscal 1996, 1995, and 1994, the Company had one distributor, Tri-anim 
Health Services, Inc. of Sylmar, California, who accounted for 19%, 19%, and 
18%, respectively, of the Company's sales.  

MANUFACTURING SUPPLIES AND BACKLOG:  The Company's manufacturing and assembly 
operations consist primarily of the injection molding and extrusion of 
certain components and the assembly and packaging of final products from both 
purchased and internally-manufactured sources.  All of the products 
manufactured are disposable and are principally fabricated from molded resins.

Due to economies of scale in production, the Company purchases certain 
standardized components, including needles, syringe barrels, and other 
supplies from qualified external sources.  The Company's material procurement 
consists of multiple single source vendors, all of which are subject to 
qualification criteria in accordance with the Company's quality procedures 
and policies.  While the Company endeavors to avoid being dependent on a 
single source of supply for any component or raw material by establishing 
qualified alternate suppliers, in certain cases it is not economical to use 
more than one source.  The Company emphasizes vendor certification and 
quality programs to ensure uninterrupted supplies of raw materials and 
components.

Historically, the Company has not had a significant backlog of firm orders 
for its products.  With the exception of orders for future delivery or for 
specially assembled products, most orders have been shipped within one week 
of receipt and the Company has maintained predetermined levels of finished 
goods inventories to ensure that this ability is preserved.  The Company had 
a backlog of orders to ship of approximately $158,000 and $99,000 at March 30,
1996 and April 1, 1995, respectively.


                                     5

<PAGE>

SEASONALITY:  Historically, the Company has experienced approximately 45% of 
its net sales in the first and second quarters of its fiscal year and 55% in 
the third and fourth quarters.  Net sales are influenced generally by overall 
patterns in hospital admissions and discharges, which the Company believes 
reflect, among other things, a lower incidence of respiratory problems and 
postponements of elective surgeries during the summer months.

COMPETITION:  The medical device business is highly competitive.  The Company 
competes with three major competitors in the manufacture and distribution of 
its blood collection systems, four major competitors in respiratory and 
nebulizer products and two major competitors in its heated humidification 
products.  A number of the Company's competitors are larger companies with 
greater resources and more diversified lines of medical products and services.

Competition in the area of manufactured products involves quality and 
reliability in product performance and price competitiveness.  The Company 
believes that the expertise of its sales force and the strength of its 
distributor network are important factors in its ability to compete in the 
submarkets for manufactured products.  The Company's marketing approach 
emphasizes continuing efforts to educate medical personnel through in-service 
training in the area of the Company's specialties and to develop and adapt 
products to fit the clinical needs of its customers.

PRODUCT DEVELOPMENT:  The Company's product development efforts have been 
guided by its marketing and sales personnel. Through their daily contact with 
existing and potential customers, marketing and sales personnel are able to 
identify needs for new products and improvements for existing products. 

The Company's product development program includes its internal efforts as 
well as the acquisition of new products from others.  In Fiscal 1996, 1995 
and 1994, the Company expensed royalties and license fees of approximately 
$2,000, $54,000 and $15,000, respectively, in connection with products 
developed by others.  The Company spent approximately $155,000, $140,000 and 
$126,000, respectively, on internal product development in Fiscal 1996, 1995 
and 1994.

Many risks exist in new product development and there is no assurance that 
any of the products currently under development by the Company can be 
successfully developed or, if introduced, will prove to be commercially 
successful products.

PATENTS, TRADEMARKS, LICENSES AND FRANCHISES:  The Company holds numerous 
patents for its manufactured products.  It also holds licenses from 
individuals to manufacture a number of proprietary products.  The Company 
makes renewal filings on patents and trademarks periodically in accordance 
with Federal regulations.  Patents, trademarks and licenses afford the 
Company a measure of protection for its proprietary products, and the Company 
has taken a posture of defending to the fullest extent possible the rights 
attendant to the patents, trademarks and licenses.  However, it has been the 
Company's experience that patents offer limited protection because the degree 
of specialization in its products is so extensive that the patents on them 
can, in some cases, be circumvented.

EMPLOYEES:  At June 1, 1996, the Company had a total of 291 employees.  None 
of the Company's employees are represented by a labor union and the Company 
considers its employee relations to be good.  The Company has experienced no 
significant problems in recruiting qualified personnel.

QUASI-REORGANIZATION:  During the first quarter of Fiscal 1994, the Company 
completed significant changes to its operations: (i) reintroduction of 
substantially all of its product lines into the market after ceasing 
operations after the FDA shutdown in Fiscal 1992, (ii) consolidation of its 
manufacturing facilities in Mexico and Parker, Colorado into its Englewood, 
Colorado facility, (iii) changes in senior management, and (iv) successful 
completion of the first exchange offer to the Swiss bondholders in which 91% 
of the bonds were exchanged.  Considering these changes, the Company 
determined that it was appropriate to effect a quasi-reorganization.  The 
quasi-reorganization was approved by the Board of Directors in June, 1993, 
and was effective July 3, 1993.  See Note 12 to the Consolidated Financial 
Statements for a discussion of the effects of the quasi-reorganization on the 
accounts of the Company.

BUSINESS TRANSACTIONS WITH SCHERER HEALTHCARE, INC. AND SCHERER CAPITAL, 
LLC.:  During Fiscal 1994, the Company consummated two related financing 
transactions to provide the Company with necessary liquidity and to 


                                     6

<PAGE>

effect an exchange offer for defaulted Swiss Bonds, pursuant to the Omnibus 
Agreement between the Company and Scherer Healthcare, Inc., dated April 12, 
1993.

The Company sold its Arterial Blood Gas product line, including $245,000 of 
net book value of property connected with the product line, to Scherer 
Healthcare, Inc. ("Scherer") for $4.5 million in cash and agreed to a six 
year lease back of the product line for a royalty of 3.25% of net product 
line sales.  The Company has the option to repurchase the product line for 
$4.5 million plus $22,500 for each month elapsed between the sale and 
repurchase.  The option to repurchase, originally expiring on May 31, 1996, 
was extended by Scherer and the Company until June 15, 1999.  The Company 
granted Scherer warrants to purchase 5,780,000 shares of common stock of the 
Company at $.75 per share as consideration for the repurchase option.  Of 
these warrants, 1,530,000 and 4,250,000 will expire if not exercised by March 
31, 1999 and March 31, 2003, respectively.  The warrants are exercisable in 
exchange for cash or, if exercised by Scherer or a Scherer affiliate, for 
common stock of Scherer. Scherer may elect to exercise these warrants for no 
cash if a corresponding concession is granted to the Company in the product 
line repurchase price.  Scherer may elect to receive the product line 
repurchase price in the form of 5,780,000 shares of the Company's common 
stock, based on a value of $.75 per share, plus the balance of the purchase 
price in cash.  If Scherer makes this election, the number of warrants issued 
in consideration for the Company's repurchase option as described above will 
be reduced by a corresponding number.

Prior to the above transaction, Scherer had advanced the Company $1,750,000.  
In consideration for that advance, the Company granted to Scherer warrants to 
purchase 800,000 shares of the Company's common stock at $.75 per share 
exercisable until March 31, 1999.  The advance was repaid with the proceeds 
from the sale and leaseback transaction but the warrants remain outstanding.

During Fiscal 1986, the Company issued 25,000,000 Swiss Francs of bonds due 
March 11, 1994.  On January 14, 1992, the Company was notified that holders 
of the majority of its Swiss bonds had exercised their right to put the bonds 
for redemption as of March 11, 1992.  The Company was not able to honor this 
put, and, accordingly, defaulted on the obligations.

During Fiscal 1994, the Company acquired approximately $4,352,000 of 5% 
cumulative convertible preferred stock of Scherer (an amount equal to 
approximately 35% of the outstanding Swiss bond principal and accrued 
interest tendered in the transaction described below).  This preferred stock 
was acquired in exchange for an 8% note, maturing on March 31, 1999.  In May 
1994, Scherer converted $2,500,000 of the principal balance of the 8% note 
into 3,333,333 shares of the Company's common stock at $.75 per common share. 
In March 1996, Scherer converted the remaining balance of the 8% note of 
$1,851,600, $486,571 in related accrued interest due to Scherer and $376,330 
owed to Scherer for management fees into 3,877,859 shares of the Company's 
common stock at $.70 per share.  At March 30, 1996, Scherer owns 50.8% of the 
Company's outstanding common stock.  The Scherer preferred stock is 
convertible into Scherer common stock.

In three exchange offers during Fiscal 1994, the bondholders exchanged 
16,320,000 Swiss Francs in bonds, 96% of the total bonds outstanding, for a 
combination of Marquest debt, warrants to purchase common stock of the 
Company, and the convertible preferred stock of Scherer.  In the exchange, 
the Swiss bondholders received (i) cumulative convertible preferred stock of 
Scherer for 35% of the principal and accrued interest of the tendered bonds; 
(ii) unsecured 8% U.S. dollar denominated notes of the Company maturing March 
31, 1999 with an aggregate principal amount of $2,875,000, and (iii) warrants 
to purchase 165,000 and 1,432,416 shares of Marquest common stock at $.25 and 
$.75 per share, respectively, exercisable until March 31, 1999.

As a result of the sale of the Arterial Blood Gas product line and the Swiss 
bond refinancing, Scherer obtained the right to acquire approximately 65% of 
the outstanding common stock of the Company through the exercise of all 
warrants and conversion of the note.  Also, as a result of the Omnibus 
Agreement, Scherer acquired the right to, and has elected to, name a majority 
of the members of the Company's Board of Directors.

In March 1996, Scherer Capital, LLC. ("Scherer Capital"), a company 
controlled by the largest shareholder of Scherer Healthcare, Inc., purchased 
2,061,856 shares of the Company's common stock at $.485 per common share for 
$1,000,000.  Also in March 1996, Scherer Capital agreed to loan the Company a 
maximum of $1,500,000, of which


                                     7

<PAGE>

$700,000 has been borrowed at March 30, 1996. See Management's Discussion
and Analysis of Financial Condition and Results of Operations and Note 4 to 
the Consolidated Financial Statements.  Scherer Capital owns 14.5% of the 
Company's outstanding common stock.

ITEM 2.  PROPERTIES

The Company's principal office, which is owned by the Company, is located at 
11039 E. Lansing Circle, Meridian Office Park, in Douglas County, Colorado.  
This facility consists of 88,000 square feet and houses all of the Company's 
manufacturing activities.  The building also houses certain warehousing 
functions and most administrative functions of the Company.  The Company 
leases approximately 45,000 square feet of warehouse space in Aurora, 
Colorado pursuant to a lease that expires in April 1998.  The Company 
believes its owned and leased facilities are adequate for its operations in 
the foreseeable future.  See Notes 4 and 9 to the Consolidated Financial 
Statements regarding encumbrances on the Company's manufacturing and office 
facility.

ITEM 3.  LEGAL PROCEEDINGS

See Note 10 to the Consolidated Financial Statements for a description of 
legal proceedings at March 30, 1996.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SHAREHOLDERS

No matter was submitted to a vote of shareholders during the fourth quarter 
of the fiscal year covered by this report.


                         EXECUTIVE OFFICERS

The executive officers of the Company as of June 1, 1996 are listed below:


      Name and Age                        Positions with the Company
      ------------                        --------------------------
Robert P. Scherer, Jr. (63)      Chairman, Chief Executive Officer and Director
                                 of the Company since February 1995. Chairman  
                                 and Chief Executive of Scherer Scientific, Ltd.
                                 since 1986. Director of Scherer Healthcare,    
                                 Inc., an affiliate of the  Company, since 1977;
                                 Chairman and Chief Executive Officer of Scherer
                                 Healthcare, Inc. since February, 1995.         

William J. Thompson (62)         President of the Company since February 1995;
                                 Vice Chairman and Chief Operating Officer of
                                 the Company since April 1994; Director of the
                                 Company since August 1993. President, Chief
                                 Operating Officer and Director of Scherer
                                 Healthcare, Inc., an affiliate of the Company,
                                 since August, 1984.

Margaret E. Von der Schmidt (44) Vice President - Finance of the Company since
                                 February 1994; Secretary of the Company since
                                 February 1995; Director of Finance of the
                                 Company from November 1993 to January 1994.
                                 Pursued various business opportunities and
                                 interests from January 1993 to November 1993.
                                 Assistant Corporate Controller, U S WEST, Inc.
                                 (a telecommunications company), from December
                                 1985 to December 1992.

The officers serve until their successors have been elected and qualified.

                                     8

<PAGE>

                                    PART II


ITEM 5. MARKET FOR REGISTRANT'S COMMON STOCK AND RELATED SHAREHOLDER 
        MATTERS:

On July 1, 1983, the Common Stock of the Company commenced trading in the 
over-the-counter market and was quoted on the Nasdaq system. From March 20, 
1984 to October 14, 1994, the Company's stock was listed for trading on the 
Nasdaq National Market System. Effective October 14, 1994, the Company's 
Common Stock was included in the Nasdaq SmallCap Market. The Company's Common 
Stock is quoted under the symbol MMPI. The table below shows, for the period 
indicated, the range of high and low sales prices for Fiscal 1996 and 1995. 
All quotations were reported to the Company by Nasdaq and represent actual 
transactions and not inter-dealer quotations.

                                     1996                1995
                              ------------------   -----------------
                                High       Low       High      Low
                              ---------  -------   -------  --------
First Quarter                 $     5/8  $   3/8   $ 2 1/4  $ 1  5/8
Second Quarter                  2  5/16     7/16     1 7/8    1 1/16
Third Quarter                   1  5/16      1/2     1 1/4       3/8
Fourth Quarter                  2  1/16     9/16       5/8       1/4


The closing sale price of the Company's Common Stock on June 18, 1996, as 
reported on Nasdaq, was $1.8125.

As of June 11, 1996, the Company had 461 holders of record of its Common 
Stock.  It is estimated that the total number of holders of the Common Stock 
is approximately 3,000.

The Company has not paid dividends on its Common Stock in the two most recent 
fiscal years.  Under a Term Loan Agreement dated June 30, 1994, between the 
Company and Colorado National Bank (the "Bank"), the Company may not, without 
the prior written consent of the Bank, pay or declare any dividends on its 
Common Stock.  The Company does not anticipate payment of dividends for the 
foreseeable future.


                                     9

<PAGE>

ITEM 6.  SELECTED FINANCIAL DATA:

All amounts in thousands of dollars except per share amounts.


<TABLE>
<CAPTION>
                                         Fiscal     Fiscal      Nine       Three     Fiscal     Fiscal
                                          Year       Year      Months      Months     Year       Year
                                          Ended      Ended      Ended      Ended     Ended      Ended
                                        March 30,   April 1,   April 2,   July 3,   April 3,   March 28,
                                          1996        1995       1994      1993       1993       1992
                                        ----------------------------------------------------------------
<S>                                     <C>         <C>        <C>        <C>       <C>        <C>
Net revenues                            $22,443     $20,576    $17,139    $5,327    $21,935    $30,294
Net loss from continuing
  operations before extraordinary
  item                                      (60)     (3,450)    (2,312)   (1,042)   (18,542)    (6,078)
Net loss                                    (60)     (3,450)    (2,030)     (336)   (18,338)   (10,100)

LOSS PER COMMON SHARE:
  Continuing operations before
    extraordinary item                    (0.01)      (0.46)     (0.51)    (0.23)     (4.17)     (1.41)
  Net loss                                (0.01)      (0.46)     (0.45)    (0.07)     (4.12)     (2.34)

Total Assets                             15,393      13,992     16,929    18,366     21,007     40,529
Long-Term Obligations                     4,990       5,961      7,659     6,745          0      1,589
Cash Dividend Declared Per
  Common Share                             0.00        0.00       0.00      0.00       0.00       0.00
</TABLE>

During the third quarter of Fiscal 1992, the Company's operations were 
temporarily suspended by the FDA.  See Note 7 to the Company's Consolidated 
Financial Statements and Management's Discussion and Analysis of Financial 
Condition and Results of Operations.

Effective July 3, 1993, the Company effected a quasi-reorganization as 
discussed in Note 12 to the Consolidated Financial Statements.  The Company 
has segregated its Consolidated Statements of Operations into the three-month 
period prior to and the nine-month period subsequent to the 
quasi-reorganization.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS:

                          FOOD AND DRUG ADMINISTRATION

The impact of the United States Food and Drug Administration's ("FDA") action 
against the Company in August 1991 has had a significant and pervasive effect 
on the Company.

On August 8, 1991, the United States Attorney's Office for the District of 
Colorado filed a complaint seeking an injunction against the Company and 
three of its officers.  The complaint alleged that the Company was 
manufacturing products in violation of the FDA's Current Good Manufacturing 
Practice Regulations ("GMP").  The complaint also alleged that certain of the 
Company's products were misbranded and adulterated for violating other 
relevant sections of the Federal Food, Drug and Cosmetic Act.  On October 1, 
1991, the Company and one of the named individual defendants entered into a 
five-year Consent Decree.  The two other individuals originally named in the 
complaint for injunction were dismissed as defendants.

By letter dated October 8, 1991, the District Director of the FDA's Denver 
district informed the Company that, pursuant to the Consent Decree of October 1,
1991, the Company's medical device manufacturing operations were not 


                                     10

<PAGE>

in substantial compliance with GMP.  The Consent Decree provided for 
suspension of the Company's United States manufacturing and distribution 
operations until the Company demonstrated it had adequate controls in place 
to ensure products were consistently produced in substantial compliance with 
GMP regulations.

Based upon agreements with the FDA in November and December 1991, the Company 
was allowed to recondition inventories of components, sub-assemblies and 
finished products which were produced prior to the October 8th shut down.  
This was done in close cooperation with the FDA by the use of higher sampling 
levels and tightened acceptable quality limits .  The Company's facilities 
were reinspected by the FDA in December, 1991 and found to have adequate 
processes in place to insure devices would be manufactured in compliance with 
GMP.  As a result of that inspection, on January 9, 1992, the Company was 
given authorization to renew its operations, including production and 
distribution of all products.

During Fiscal 1994, the FDA completed a routine inspection of the Company's 
compliance with the FDA's Good Manufacturing Practices.  The Company was 
issued an inspection report with two observations noted, which were 
corrected; there were no inspections during Fiscal 1995.

During Fiscal 1996, the FDA again inspected the Company's operations for
compliance with the FDA's Good Manufacturing Practices.  The Company continues
to be subject to a five-year Consent Decree with the FDA in connection
with the Company's compliance with GMP regulations, which Consent Decree
expires in October 1996.  The Company was issued an inspection report with
three observations noted.  The Company responded to the observations, 
including providing specific corrective action.

In May, 1996, subsequent to year end, the FDA concluded an inspection with
six deficiency observations noted. Many of the observations noted refer to
the lack of training regarding assembly, testing and sampling. The Company
is taking corrective action, including retraining employees, and implementing
other changes in order to respond to the FDA's concerns.  These changes and
corrective actions have been presented to the FDA in detail in the submissions
made by the Company and the Company continues to work with the FDA to
address the issues raised. Due to the observations noted and the pending
expiration of the Consent Decree in October 1996, the FDA has conducted more
frequent inspections of the Company's operations. The FDA will verify the
Company's implementation of corrective action at another inspection which 
will occur prior to mid-August, 1996. The Company cannot predict the outcome 
of the FDA's inspection or whether or not the FDA will take any additional 
action with respect to this matter.


                        FINANCIAL CONDITION

INVENTORIES, NET:  The Company's net inventory increased to $3,393,000 at 
March 30, 1996 from $2,610,000 at April 1, 1995. The increase in inventory is 
due to the Company stocking inventory in Europe and management's commitment 
to stocking more inventory domestically  to provide improved customer service.

DEBT AND SHAREHOLDER'S EQUITY:  During Fiscal 1996, Scherer Healthcare, Inc. 
converted the remaining principal of $1,852,000 of the Company's 8% note 
payable into common stock of Marquest at $.70 per share.  Scherer Healthcare, 
Inc. also converted the accrued interest on the 8% note of $487,000 and 
$376,000 in accrued management fees to common stock of the Company at $.70 
per share.

In Fiscal 1996, Scherer Capital, LLC. ("Scherer Capital"), a Company 
controlled by the largest shareholder of Scherer Healthcare, Inc., provided 
the Company with a short-term loan of $700,000 which was refinanced with 
Scherer Capital on a long-term basis.  The Company can borrow an additional 
$800,000 under this loan agreement.  Scherer Capital invested $1,000,000 in 
the Company, purchasing 2,061,856 shares of common stock at $.485 per share.  
As a result of these transactions, the Company's shareholders' equity 
increased by approximately $3.7 million.

Before exercise of any warrants, Scherer Healthcare, Inc. and Scherer 
Capital own 50.8% and 14.5%, respectively, of the Company's common stock at 
March 30, 1996.

                       RESULTS OF OPERATIONS

FISCAL 1996 VERSUS FISCAL 1995

SALES, COST OF SALES AND GROSS PROFIT:  Sales increased 9% from $20,576,000 
in Fiscal 1995 to $22,443,000 in Fiscal 1996.  Sales in the first quarter of 
Fiscal 1995 were low due to a decline in hospital census which the Company 
believes was due to the uncertainties of healthcare reform.  Also, many of 
the Company's distributors purchased high levels of product during the fourth 
quarter of Fiscal 1994, which depressed sales in the first quarter of Fiscal 
1995.


                                     11

<PAGE>

This did not occur in Fiscal 1996, and sales increased to previous levels.  
In Fiscal 1996, the Company implemented a network of independent 
manufacturer's representatives which supplemented the Company's sales force 
and increased sales.

The Company's gross margin increased from 24% in Fiscal 1995 to 32% in Fiscal 
1996.  The Company has reduced manufacturing costs through reductions in 
personnel, improved operational efficiencies and increased its vertical 
integration of the manufacturing process.  The gross margin improvement was 
also due to increased manufacturing volume which improved overhead absorption.

GENERAL AND ADMINISTRATIVE EXPENSES:  General and administrative expenses 
decreased 25% from $3,193,000 in Fiscal 1995 to $2,391,000 in Fiscal 1996 due 
to reductions in personnel and a decrease in legal and litigation expenses.

OTHER INCOME:  Other income increased primarily due to $488,000 in royalty 
income received in the fourth quarter of Fiscal 1996 on the Company's patents 
related to the ABG product line.  The royalty agreement expired during Fiscal 
1996.  In Fiscal 1996, the Company sold its 10% investment in Seabrook 
Medical Systems, Inc. at a gain of $200,000.

INCOME TAXES:  In Fiscal 1996 the Company settled tax issues related to 
audits by the Internal Revenue Service ("IRS") for fiscal years 1982-1988.  
The Company recorded $697,000 of taxes and interest related to the settlement 
of these tax issues during Fiscal 1996.  The Company has negotiated a 
repayment plan of monthly installments of $40,000 per month through 
approximately September 1998.

FISCAL 1995 VERSUS FISCAL 1994

SALES, COST OF SALES AND GROSS PROFIT:  Sales decreased 8.4% from Fiscal 1994 
to Fiscal 1995.  The Company entered the first quarter of Fiscal 1994 with a 
backorder due to the closing of the Company's manufacturing plant in Nogales, 
Mexico and its distribution center in Nogales, Arizona.  Many of the 
Company's distributors purchased high levels of product during the fourth 
quarter of Fiscal 1994, which depressed sales in the first quarter of Fiscal 
1995.  This purchasing pattern by distributors did not occur in the fourth 
quarter of Fiscal 1995.  During Fiscal 1995, the Company implemented a 
territorial reorganization of its distributors.  This reorganization expanded 
certain distributors' sales territories and dropped other distributors from 
the Company's network, resulting in a decrease in sales as not all business 
to customers of the dropped distributors was retained by the Company.  Sales 
also decreased in Fiscal 1995 due to a decline in hospital census which the 
Company's believes is due to the uncertainties surrounding healthcare reform.

The gross margin continued to increase to 24% in Fiscal 1995 from 20% in 
Fiscal 1994.  During Fiscal 1994, the cost of sales and gross margin were 
negatively impacted by the closing and relocation of the Company's 
manufacturing and distribution facilities in Mexico, Arizona and Colorado to 
its principal location in Englewood, Colorado.  During Fiscal 1995, the 
Company reduced manufacturing costs through reductions in personnel, improved 
operational efficiencies and increased vertical integration of the 
manufacturing process.  During Fiscal 1995, the Company internally produced a 
larger portion of the molded components used in the Company's products than 
was done in Fiscal 1994.  Internally manufactured components are less 
expensive than the same components purchased from outside vendors.

SALES AND MARKETING EXPENSES:  Selling expenses increased 12.5% during 1995.  
In Fiscal 1994, the Company reduced its sales and marketing management to 
preserve cash.  During Fiscal 1995, the Company strategically hired 
additional sales and marketing personnel to support the Company's distributor 
network and refocus its marketing efforts.  During Fiscal 1995, the Company 
increased its spending for trade advertising, sales training, sales tools and 
attendance at trade shows.

INTEREST INCOME:  Interest and other income for Fiscal 1995 declined 77% from 
Fiscal 1994 primarily due to a $200,000 decrease in the gain on the sale of 
assets no longer used in the business plus decreases in interest income on 
the Company's money market account due to lower cash balances and the pay off 
during Fiscal 1995 of a note receivable on which the Company was earning 8% 
interest.


                                     12

<PAGE>

INTEREST EXPENSE:  Interest expense decreased 37% during Fiscal 1995 due to 
the conversion by Scherer Healthcare, Inc. of $2,500,000 of debt to equity in 
the Company in May 1994.

                  LIQUIDITY AND CAPITAL RESOURCES

OPERATING ACTIVITIES:  Cash used in operations decreased from $994,000 in 
Fiscal 1995 to $79,000 in Fiscal 1996. Improvements in the results of 
operations as discussed above were responsible for the improvement in 
operating cash flow in Fiscal 1996.

FINANCING ACTIVITIES:  During the third quarter of Fiscal 1996, Scherer 
Capital, LLC. ("Scherer Capital"), a company controlled by the largest 
shareholder of Scherer Healthcare, Inc., advanced the Company $700,000 which 
was used for working capital purposes.  In March 1996, the Company and 
Scherer Capital refinanced this advance with long-term convertible debt.  
The debt, which bears interest at 1-1/2% over prime, is secured by inventory 
and equipment and is convertible at a rate of $.70 per share.  The debt 
agreement provides for additional borrowing availability of $800,000 which 
can be borrowed through February 2001.

In March 1996, Scherer Capital invested $1,000,000 in the Company through the 
purchase of 2,061,856 shares of common stock at a rate of $.485 per share.  
Also in March 1996, Scherer Healthcare, Inc. ("Scherer") converted a $1.8 
million note of the Company into common stock at a rate of $.70 per share.  
The original terms of the note provided for a conversion rate of $.75 per 
share and was convertible at the option of the holder.  In a related 
transaction, the Company accepted a proposal to exchange the accrued interest 
on the note payable to Scherer of $487,000 as well as management fees owed to 
Scherer of $376,000 for the Company's common stock at a rate of $.70 per 
share.

The above financing transactions were consummated to provide the Company with 
needed liquidity for working capital and capital investment, and to decrease 
the Company's level of debt.  Management believes these financing 
arrangements reflect more favorable terms than could be obtained from other 
sources.  Because the financing came from an affiliate of the Company, the 
financing was approved by an independent committee of the Board of Directors 
who obtained a fairness opinion from an investment banking firm.

The Company is currently negotiating with a bank for a line of credit secured 
by accounts receivable. The line of credit would be available for working 
capital and other general corporate purposes.  Negotiations are expected to 
be completed during the second quarter of Fiscal 1997, however, there can be 
no assurance that the line of credit financing will be made available to the 
Company.

The Company's planned capital investment for Fiscal 1997 is approximately 
$1,000,000 to replace equipment and acquire new equipment in the Company's 
ongoing effort to automate its manufacturing process.  These capital 
investments will be funded through internally generated funds and the 
available borrowings of $800,000 through Scherer Capital.

Management of the Company believes that it can fund its current operating 
levels and meet its obligations during Fiscal 1997 from cash on hand at March 
30, 1996, from internally generated funds and from available borrowings.  To 
the extent that Fiscal 1997 operations are not sufficient to support 
anticipated capital expenditures, the Company's planned investment in capital 
expenditures will be reduced.


                                     13

<PAGE>

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA:

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS:

    Report of Independent Public Accountants . . . . . . . . .Page 15

    Consolidated Balance Sheets. . . . . . . . . . . . . . . .Page 16

    Consolidated Statements of Operations. . . . . . . . . . .Page 17

    Consolidated Statements of Shareholders' Equity. . . . . .Page 19

    Consolidated Statements of Cash Flows. . . . . . . . . . .Page 20

    Notes to Consolidated Financial Statements . . . . . . . .Page 24

INDEX TO CONSOLIDATED FINANCIAL STATEMENT SCHEDULES:

    Schedule II -- Valuation and Qualifying Accounts . . . . .Page 38


                                     14

<PAGE>

              REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS


To Marquest Medical Products, Inc. and Subsidiaries:

We have audited the accompanying consolidated balance sheets of MARQUEST 
MEDICAL PRODUCTS, INC. (a Colorado corporation) and subsidiaries as of March 
30, 1996 and April 1, 1995, and the related consolidated statements of 
operations, shareholders' equity (deficit) and cash flows for the fiscal 
years ended March 30, 1996, April 1, 1995 and the nine months ended April 2, 
1994 (post quasi-reorganization--Note 12), and for the three months ended 
July 3, 1993.  These consolidated financial statements and the schedule 
referred to below are the responsibility of the Company's management.  Our 
responsibility is to express an opinion on these consolidated financial 
statements and schedule based on our audits.

We conducted our audits in accordance with generally accepted auditing 
standards.  Those standards require that we plan and perform the audit to 
obtain reasonable assurance about whether the financial statements are free 
of material misstatement.  An audit includes examining, on a test basis, 
evidence supporting the amounts and disclosures in the financial statements.  
An audit also includes assessing the accounting principles used and 
significant estimates made by management, as well as evaluating the overall 
financial statement presentation.  We believe that our audits provide a 
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in 
all material respects, the financial position of Marquest Medical Products, 
Inc. and subsidiaries as of March 30, 1996 and April 1, 1995 and the results 
of their operations and their cash flows for the fiscal years ended March 30, 
1996, April 1, 1995 and the nine months ended April 2, 1994 (post 
quasi-reorganization) and for the three months ended July 3, 1993, in 
conformity with generally accepted accounting principles.

Our audit was made for the purpose of forming an opinion on the basic 
financial statements taken as a whole.  The schedule listed in the index of 
financial statements is presented for purposes of complying with the 
Securities and Exchange Commission's rules and is not part of the basic 
financial statements.  This schedule has been subjected to the auditing 
procedures applied in the audit of the basic financial statements and, in our 
opinion, fairly states in all material respects the financial data required 
to be set forth therein in relation to the basic financial statements taken 
as a whole.



                                       ARTHUR ANDERSEN LLP



Denver, Colorado,
May 6, 1996.


                                     15

<PAGE>

                            MARQUEST MEDICAL PRODUCTS, INC.
                                   AND SUBSIDIARIES
                             CONSOLIDATED BALANCE SHEETS
                               (THOUSANDS OF DOLLARS)

<TABLE>
<CAPTION>

                                                         ASSETS
                                                                       March 30,        April 1,
                                                                         1996             1995
                                                                       ---------        --------
<S>                                                                    <C>              <C>
CURRENT ASSETS
 Cash and cash equivalents                                             $  1,635         $    562
 Trade accounts receivable, less allowances for 
   doubtful accounts of $94 and $132, respectively                        2,915            2,847
 Notes and other receivables                                                181               --
 Inventories                                                              3,393            2,610
 Prepaid expenses                                                           173              260
                                                                       ---------        --------
   Total current assets                                                   8,297            6,279

PROPERTY, PLANT AND EQUIPMENT, net (Note 3)                               7,055            7,671
OTHER ASSETS                                                                 41               42
                                                                       ---------        --------
                                                                       $ 15,393         $ 13,992
                                                                       ---------        --------
                                                                       ---------        --------

                                 LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES
 Accounts payable                                                      $  1,001         $  1,220
 Accrued liabilities                                                      3,728            3,622
 Payable to related parties                                                  48              683
 Short-term debt                                                            803            1,267
                                                                       ---------        --------
   Total current liabilities                                              5,580            6,792

LONG-TERM DEBT                                                            4,990            5,961
                                                                       ---------        --------
   Total liabilities                                                     10,570           12,753
                                                                       ---------        --------

COMMITMENTS AND CONTINGENGIES (Notes 2 and 6)

SHAREHOLDERS' EQUITY

 Common stock, no par value; 50,000,000 shares authorized;
 14,207,435 and 8,102,720 shares issued and outstanding,
 respectively                                                             9,834            6,177
 Warrants                                                                   599              612
 Retained earnings (deficit) ($20,434 of retained deficit  
   eliminated at July 3, 1993 relating to quasi-reorganization)          (5,540)          (5,480)
 Treasury stock, 20,840 shares                                              (70)             (70)
                                                                       ---------        --------
   Total shareholders' equity                                             4,823            1,239
                                                                       ---------        --------
                                                                       $ 15,393         $ 13,992
                                                                       ---------        --------
                                                                       ---------        --------

</TABLE>

              The accompanying notes to Consolidated Financial Statements
               are an integral part of these consolidated balance sheets.

                                         16

<PAGE>

                         MARQUEST MEDICAL PRODUCTS, INC.
                                 AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
             (THOUSANDS OF DOLLARS EXCEPT SHARE AND PER SHARE AMOUNTS)

<TABLE>
<CAPTION>
                                     Fiscal Year       Fiscal Year      Nine Months       Three Months
                                        Ended             Ended            Ended              Ended
                                      March 30,          April 1,         April 2,           July 3,
                                         1996              1995             1994               1993
                                     ------------      -----------      -----------       ------------
                                                                                          (Pre quasi-
                                                                                         reorganization)
<S>                                <C>                <C>             <C>               <C>             
NET REVENUES                        $   22,443        $   20,576       $   17,139           $   5,327

COST OF SALES                          (15,305)          (15,666)         (13,448)             (4,513)
                                    ----------        ----------       ----------           ---------
GROSS PROFIT                             7,138             4,910            3,691                 814

COSTS AND EXPENSES
  Sales and marketing                   (4,082)           (4,323)          (2,872)               (969)
  General and administrative            (2,391)           (3,193)          (2,276)               (941)
  Research and development                (155)             (140)             (87)                (39)
                                    ----------        ----------       ----------           ---------
OPERATING  INCOME (LOSS)                   510            (2,746)          (1,544)             (1,135)

OTHER INCOME (EXPENSES)
  Interest, dividend & other 
   income                                  410               113              340                 159
  Royalty income                           488             --               --                   --
  Interest expense                        (685)             (626)            (911)                (81)
  Other expense                           (114)              (27)               5                  (5)
  Foreign exchange gain (loss)              28              (164)            (202)                 20
                                    ----------        ----------       ----------           ---------
INCOME (LOSS) BEFORE INCOME
 TAXES                                     637            (3,450)          (2,312)             (1,042)

INCOME TAXES                              (697)            --               --                   --
                                    ----------        ----------       ----------           ---------
NET LOSS BEFORE EXTRAORDINARY 
 ITEM                                      (60)           (3,450)          (2,312)             (1,042)

EXTRAORDINARY ITEM                       --                --                 282                 706
                                    ----------        ----------       ----------           ---------
NET LOSS                            $      (60)       $   (3,450)      $   (2,030)          $    (336)
                                    ----------        ----------       ----------           ---------
                                    ----------        ----------       ----------           ---------
</TABLE>

(Continued on next page)


                                     17

<PAGE>

                         MARQUEST MEDICAL PRODUCTS, INC.
                                 AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
             (THOUSANDS OF DOLLARS EXCEPT SHARE AND PER SHARE AMOUNTS)

<TABLE>
<CAPTION>
                                     Fiscal Year       Fiscal Year      Nine Months       Three Months
                                        Ended             Ended            Ended              Ended
                                      March 30,          April 1,         April 2,           July 3,
                                         1996              1995             1994               1993
                                     ------------      -----------      -----------       ------------
                                                                                          (Pre quasi-
                                                                                         reorganization)
<S>                                <C>                <C>             <C>               <C>             
(Continued from previous page)

EARNINGS (LOSS) PER COMMON 
 SHARE:
  Continuing operations and before 
   extraordinary item               $    (0.01)       $    (0.46)      $    (0.51)          $   (0.23)
  Extraordinary item                      --                --               0.06                0.16
                                    ----------        ----------       ----------           ---------
  Net loss                          $    (0.01)       $    (0.46)      $    (0.45)          $   (0.07)
                                    ----------        ----------       ----------           ---------
                                    ----------        ----------       ----------           ---------
  Weighted average number of
   common shares outstanding
   during the period                 8,268,242         7,483,612        4,484,626           4,466,907
                                    ----------        ----------       ----------           ---------
                                    ----------        ----------       ----------           ---------
</TABLE>

          The accompanying notes to Consolidated Financial Statements
            are an integral part of these consolidated statements.


                                     18

<PAGE>

                         MARQUEST MEDICAL PRODUCTS, INC.
                                AND SUBSIDIARIES
            CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (DEFICIT)
                  (Thousands of Dollars Except Share Amount)


<TABLE>
<CAPTION>
                                                Common Stock       Retained       Treasury Stock
                                          ----------------------   Earnings/   ---------------------
                                            Shares      Amount     (Deficit)    Shares      Amount     Warrants
                                          ----------   ---------   ---------   ---------   ---------   ---------
<S>                                       <C>          <C>         <C>         <C>         <C>         <C>
BALANCE, April 3, 1993                     4,474,532    $19,815    ($20,098)    (20,840)     ($125)        --

Net loss, 3 months ended 7/3/93               --           --          (336)       --          --          --
Stock issuances--
    Options exercised                         30,000         23        --          --          --          --
    Stock purchase plan                          934          1        --          --          --          --
Warrants issued--
    Scherer Healthcare (Note 11)              --           --          --          --          --         3,290
    Swiss Bond exchange (Note 11)             --           --          --          --          --           714
Quasi-reorganization  (effective
    7/3/93)                                   --        (17,125)     20,434        --           55       (3,456)
                                          ----------   ---------   ---------   ---------   ---------   ---------
Post quasi-reorganization 
    balances                               4,505,466      2,714        --       (20,840)       (70)         548

Net loss, 9 months ended 4/2/94               --           --        (2,030)       --          --          --
Refund of income taxes related
    to periods prior to quasi-
    reorganization (Note 12)                  --            745        --          --          --          --
Warrants issued -- Swiss Bond
    exchange (Note 11)                        --           --          --          --          --            84
                                          ----------   ---------   ---------   ---------   ---------   ---------

BALANCE, April 2, 1994                     4,505,466      3,459      (2,030)    (20,840)       (70)         632

Net loss                                      --           --        (3,450)       --          --          --
Stock issuances --
    Conversion of debt                     3,333,333      2,500        --          --          --          --
    Warrants exercised                       263,921        218        --          --          --           (20)
                                          ----------   ---------   ---------   ---------   ---------   ---------

BALANCE, April 1, 1995                     8,102,720      6,177      (5,480)    (20,840)       (70)         612

Net loss                                      --           --           (60)       --          --          --
Stock issuances --
     Conversion of debt                    3,877,859      2,715        --          --          --          --
     Warrants exercised                      165,000         54        --          --          --           (13)
     Sale of stock to related party        2,061,856      1,000        --          --          --          --
     Stock issuance costs                     --           (112)       --          --          --          --
                                          ----------   ---------   ---------   ---------   ---------   ---------

BALANCE, March 30, 1996                   14,207,435     $9,834     ($5,540)    (20,840)      ($70)        $599
                                          ----------   ---------   ---------   ---------   ---------   ---------
                                          ----------   ---------   ---------   ---------   ---------   ---------
</TABLE>

         The accompanying notes to Consolidated Financial Statements
            are an integral part of these consolidated statements.


                                      19

<PAGE>

                               MARQUEST MEDICAL PRODUCTS, INC.
                                     AND SUBSIDIARIES 
                            CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (THOUSAND OF DOLLARS)

<TABLE>
<CAPTION>

                                                    Fiscal        Fiscal      Nine        Three
                                                     Year          Year      Months      Months
                                                    Ended         Ended      Ended        Ended
                                                   March 30,     April 1,   April 2,     July 3,
                                                     1996         1995       1994         1993
                                                  ----------  ----------- ---------- --------------
                                                                                      (Pre quasi-
                                                                                     reorganization)
<S>                                               <C>         <C>         <C>        <C>

CASH FLOWS FROM OPERATING
 ACTIVITIES:
  Net loss                                        $    (60)   $  (3,450)  $ (2,030)   $    (336)
  Adjustments to reconcile net loss to net
   cash provided by operating activities-
    Depreciation and amortization                    1,050        1,364      1,236          607
    Provision for losses on accounts receivable         24           21        (62)          15
    Gain from extinguishment of debt                   (32)          --       (282)        (706)
    Gain on sale of assets                            (225)         (70)      (219)         (50)
    (Gain)/loss on foreign currency translation        (28)         164        202          (20)
    Income tax refund                                   --           --        745           --
  Net change in operating assets and
   liabilities-
    Trade accounts receivable                          (92)         207       (279)        (800)
    Notes and other receivables                       (181)          74        145          212
    Inventories and prepaid items                     (696)         297        392         (276)
    Other assets                                        (3)         (10)        57          (30)
    Accounts payable, accrued expenses and
     payable to related parties                        115          535       (146)      (1,571)
    Other long term liabilities                         --         (176)      (463)          --
    Accrued interest on Swiss bonds                     49           50         68            6
                                                  --------    ---------   --------    ---------
NET CASH PROVIDED BY (USED IN)
 OPERATING ACTIVITIES                             $    (79)   $    (994)  $   (636)   $  (2,949)
                                                  --------    ---------   --------    ---------

CASH FLOW FROM INVESTING ACTIVITIES
  Proceeds received on notes from related
   party                                                --          375        225           --
  Purchases of equipment                               (66)        (666)    (1,192)        (458)
  Proceeds from disposition of assets                  225          245        224          468
                                                  --------    ---------   --------    ---------

NET CASH PROVIDED BY (USED IN)
 INVESTING ACTIVITIES                                  159          (46)      (743)          10
                                                  --------    ---------   --------    ---------

</TABLE>

(Continued on next page)


                                     20

<PAGE>

                               MARQUEST MEDICAL PRODUCTS, INC.
                                     AND SUBSIDIARIES 
                            CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (THOUSAND OF DOLLARS)

<TABLE>
<CAPTION>

                                                    Fiscal        Fiscal      Nine        Three
                                                     Year          Year      Months      Months
                                                    Ended         Ended      Ended        Ended
                                                   March 30,     April 1,   April 2,     July 3,
                                                     1996         1995       1994         1993
                                                  ----------  ----------- ---------- --------------
                                                                                      (Pre quasi-
(Continued from previous page)                                                       reorganization)
<S>                                               <C>         <C>         <C>        <C>

CASH FLOW FROM FINANCING ACTIVITIES
  Proceeds from notes payable                        1,100          220         --        1,750
  Payments on note payable                            (400)          --         --       (1,750)
  Proceeds from sale of ABG product line                --           --         --        4,500
  Principal payments on borrowings and capital leases (596)        (280)       (34)         (67)
  Issuance of common stock, net                        889           --         --           24
  Proceeds from capital lease                           --           --        591           --
                                                  --------    ---------   --------    ---------

NET CASH PROVIDED BY (USED IN)
 FINANCING ACTIVITIES                                  993          (60)       557        4,457
                                                  --------    ---------   --------    ---------

INCREASE (DECREASE) IN CASH AND 
 CASH EQUIVALENTS                                    1,073       (1,100)      (822)       1,518

CASH AND CASH EQUIVALENTS,
 BEGINNING OF PERIOD                                   562        1,662      2,484          966
                                                  --------    ---------   --------    ---------

CASH AND CASH EQUIVALENTS.
 END OF PERIOD                                    $  1,635    $     562   $  1,662    $   2,484
                                                  --------    ---------   --------    ---------
                                                  --------    ---------   --------    ---------

SUPPLEMENTAL DISCLOSURES OF CASH
 FLOW INFORMATION
  Cash paid during the period for:
   Interest                                       $    462    $     445   $    374    $      --
                                                  --------    ---------   --------    ---------
                                                  --------    ---------   --------    ---------

   Income taxes                                   $    630    $      --   $     --    $      --
                                                  --------    ---------   --------    ---------
                                                  --------    ---------   --------    ---------
</TABLE>

(Continued on next page)

                                     21

<PAGE>


                               MARQUEST MEDICAL PRODUCTS, INC.
                                     AND SUBSIDIARIES 
                            CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (THOUSAND OF DOLLARS)

<TABLE>
<CAPTION>

                                                    Fiscal        Fiscal      Nine        Three
                                                     Year          Year      Months      Months
                                                    Ended         Ended      Ended        Ended
                                                   March 30,     April 1,   April 2,     July 3,
                                                     1996         1995       1994         1993
                                                  ----------  ----------- ---------- --------------
                                                                                      (Pre quasi-
(Continued from previous page)                                                       reorganization)
<S>                                               <C>         <C>         <C>        <C>

NONCASH INVESTING AND FINANCING
 TRANSACTIONS-
  Refinancing of Swiss debt-
    Warrants issued                               $     --    $      --   $     84    $     714
    Notes issued                                       259           --        482        6,745
    Bonds and accrued interest retired                (291)          --         --           --
    Prospective interest on notes                       --           --         --        3,246
                                                  --------    ---------   --------    ---------
                                                  $    (32)   $      --   $    566    $  10,705
                                                  --------    ---------   --------    ---------
                                                  --------    ---------   --------    ---------

  Sale leaseback of ABG product line-
    Warrants issued                               $     --    $      --   $     --    $   3,290
    Net book value of ABG assets                        --           --         --          245
    Deferred gain                                       --           --         --          965
                                                  --------    ---------   --------    ---------
                                                  $     --    $      --   $     --    $   4,500
                                                  --------    ---------   --------    ---------
                                                  --------    ---------   --------    ---------

  Quasi-reorganization-
    Prospective interest on notes                 $     --    $      --   $     --    $  (3,226)
    Deferred gain                                       --           --         --         (965)
    Goodwill                                            --           --         --        4,283
    Retained deficit                                    --           --         --       20,434
    Common stock                                        --           --         --      (17,125)
    Warrants                                            --           --         --       (3,456)
    Treasury stock                                      --           --         --           55
                                                  --------    ---------   --------    ---------
                                                  $     --    $      --   $     --    $      --
                                                  --------    ---------   --------    ---------
                                                  --------    ---------   --------    ---------

  Debt conversion-
    Note payable to Scherer Healthcare, Inc.      $ (1,852)   $  (2,500)  $     --    $      --
    Payable to related parties                        (863)          --         --           --
    Common stock issued                              2,715        2,500         --           --
                                                  --------    ---------   --------    ---------
                                                  $     --    $      --   $     --    $      --
                                                  --------    ---------   --------    ---------
                                                  --------    ---------   --------    ---------
</TABLE>

(Continued on next page)

                                                   22


<PAGE>


                               MARQUEST MEDICAL PRODUCTS, INC.
                                     AND SUBSIDIARIES 
                            CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (THOUSAND OF DOLLARS)

<TABLE>
<CAPTION>

                                                    Fiscal        Fiscal      Nine        Three
                                                     Year          Year      Months      Months
                                                    Ended         Ended      Ended        Ended
                                                   March 30,     April 1,   April 2,     July 3,
                                                     1996         1995       1994         1993
                                                  ----------  ----------- ---------- --------------
                                                                                      (Pre quasi-
(Continued from previous page)                                                       reorganization)
<S>                                               <C>         <C>         <C>        <C>

  Refinancing of Industrial Revenue Bonds-
    Bonds retired                                 $     --    $  (1,300)  $     --    $      --
    Note payable issued to bank                         --        1,300         --           --
                                                  --------    ---------   --------    ---------
                                                  $     --    $      --   $     --    $      --
                                                  --------    ---------   --------    ---------
                                                  --------    ---------   --------    ---------

  Warrants-
    Warrants exercised                            $    (13)   $     (20)  $     --    $      --
    Common stock issued                                 53          218         --           --
    Swiss notes retired                                (40)        (198)        --           --
                                                  --------    ---------   --------    ---------
                                                  $     --    $      --   $     --    $      --
                                                  --------    ---------   --------    ---------
                                                  --------    ---------   --------    ---------

  Capital lease-
    Capital lease obligation                          (364)          --         --           --
    Purchase of equipment                              364           --         --           --
                                                  --------    ---------   --------    ---------
                                                  $     --    $      --   $    --     $      --
                                                  --------    ---------   --------    ---------
                                                  --------    ---------   --------    ---------

  Conversion of short-term note to long-term
    debt-                                                                                    --
    Short-term debt to Scherer Capital, LLC.          (700)          --        --            --
    Note payable to Scherer Capital, LLC.              700           --        --            --
                                                  --------    ---------   --------    ---------
                                                        --           --        --            --
                                                  --------    ---------   --------    ---------
                                                  --------    ---------   --------    ---------

</TABLE>

                  The accompanying notes to Consolidated Financial Statements
                    are an integral part of these consolidated statements.

                                            23

<PAGE>

                        MARQUEST MEDICAL PRODUCTS, INC.
                               AND SUBSIDIARIES
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

BUSINESS ORGANIZATION.  Marquest Medical Products, Inc. ("Marquest" or the 
"Company") is a manufacturer and marketer of disposable medical devices, 
supplies and equipment for use in the respiratory care, cardiopulmonary 
support and anesthesia markets.  The Consolidated Financial Statements 
include the accounts of the Company and its wholly-owned subsidiaries.  All 
significant intercompany transactions and balances have been eliminated.

REVENUE.  Revenue is recognized at the time the product is shipped.  The 
Company's export sales for the latest three fiscal years are presented in the 
table below.  Profits on export sales have been comparable to those 
associated with domestic sales.


                                                     ($000)
                                      -----------------------------------
                                       FY 1996      FY 1995      FY 1994
                                      ---------    ---------    ---------
Sales by geographic location:
  United States and Canada             $16,699      $16,023      $18,262
                                      ---------    ---------    ---------
                                      ---------    ---------    ---------
  Export Sales:
      Europe                            $3,069       $2,538       $2,251
      Pacific Rim                        1,959        1,458        1,647
      Puerto Rico                          407          352          306
      Other                                309          205           --
                                      ---------    ---------    ---------
                                        $5,744       $4,553       $4,204

INVENTORIES.  Inventories are stated at the lower of cost (first-in, 
first-out basis) or market.  Work in process and finished goods include 
material costs, labor and manufacturing overhead.  The Company has expensed 
all inventories that cannot be used in the Company's operations.  Inventories 
consist of the following:

                                                     ($000)
                                      -----------------------------------
                                        March 30, 1996     April 1, 1995
                                       ----------------   ---------------
    Raw materials                            $1,782            $1,530
    Work in process                             233               203
    Finished goods                            1,378               877
                                             ------            ------
                                             $3,393            $2,610
                                             ------            ------
                                             ------            ------

FOREIGN CURRENCY EXCHANGE GAIN/(LOSS).  The Company had SFr 345,000, 720,000 
and 720,000 of Swiss Franc denominated bonds outstanding at March 30, 1996, 
April 1, 1995 and April 2, 1994, respectively.  The foreign currency 
gain/(loss) is the result of the difference in the exchange rate between the 
Swiss Franc and the U.S. Dollar at the beginning and end of the related 
period for Swiss Francs outstanding during the period.  The annual interest 
payments on the bonds are accrued and recorded as interest expense with the 
appropriate adjustments made to reflect the current exchange rate. 

PROPERTY, PLANT AND EQUIPMENT. Additions to property, plant and equipment are 
recorded at acquisition cost.  Depreciation is provided using the 
straight-line method over the estimated useful lives of the assets.  
Expenditures for maintenance and repairs are charged to operations as 
incurred, whereas expenditures for renewals and betterments are capitalized 
and depreciated.


                                     24

<PAGE>

                        MARQUEST MEDICAL PRODUCTS, INC.
                               AND SUBSIDIARIES
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


RESEARCH AND DEVELOPMENT EXPENSES.  Research and development expenditures for 
the creation and application of new products and processes are expensed as 
incurred.

QUASI-REORGANIZATION.  On June 11, 1993, the Company's Board of Directors 
approved quasi-reorganization procedures which were effective July 3, 1993, 
the end of the Company's first quarter of Fiscal 1994.  The Company has 
segregated its Consolidated Statements of Operations and Cash Flows for 
Fiscal 1994 into the three-month period prior to and the nine-month period 
subsequent to the quasi-reorganization. 

INCOME TAXES.  The Company provides for income taxes using the asset and 
liability method prescribed by Statement of Financial Accounting Standards 
("SFAS") No. 109, "Accounting for Income Taxes."  Under this method deferred 
income taxes are recognized for the tax consequences of temporary differences 
by applying enacted statutory tax rates applicable to future years to 
differences between the financial statement carrying amounts and the tax 
basis of existing assets and liabilities.  The effect on deferred taxes of a 
change in tax laws or tax rates is recognized in income in the period that 
includes the enactment date.  Deferred tax assets are recognized for the 
expected future effects of all deductible temporary differences, loss 
carryforwards and tax credit carryforwards.  Deferred tax assets are then 
reduced, if deemed necessary, by a valuation allowance for the amount of any 
tax benefits which, more likely than not, based on current circumstances, are 
not expected to be realized.

GOODWILL.  The difference between direct costs of acquisitions accounted for 
by the purchase method and the estimated fair value of the net assets of 
acquired companies is recorded as goodwill and amortized over the remaining 
useful life.  During Fiscal 1994, as part of the quasi-reorganization 
discussed in Note 12, the Company reduced the remaining goodwill at July 3, 
1993 of $4,283,000 to zero.

ACCRUED LIABILITIES.  Accrued liabilities consist of the following (in 
thousands of dollars):

                                              March 30, 1996     April 1, 1995
                                              --------------     -------------
Accrued income taxes, interest and penalties      $  997             $  858
Accrued payroll and benefits                         932                606
Accrued legal settlement                             383                725
Other                                              1,416              1,433
                                                  ------             ------
                                                  $3,728             $3,622
                                                  ------             ------
                                                  ------             ------


EARNINGS (LOSS) PER COMMON SHARE.  Earnings (loss) per common share is based 
on the weighted average number of common and common stock equivalent shares 
outstanding during each period.  Common stock equivalent shares were 
anti-dilutive in Fiscal 1996, 1995 and 1994 and were therefore excluded from 
the computation.

CASH EQUIVALENTS.  The Company considers all highly liquid investments with 
an original maturity of three months or less to be cash equivalents.

FAIR VALUE OF FINANCIAL INSTRUMENTS.  The Company's financial instruments 
consist of cash, short-term trade receivables and payables and long-term 
debt.  The carrying values of these financial instruments approximate fair 
value.

SIGNIFICANT CUSTOMERS.  During Fiscal 1996, 1995 and 1994, the Company had 
one distributor, Tri-anim Health Services, Inc. of Sylmar, California, which 
accounted for 19%, 19% and 18%, respectively, of the Company's sales.


                                     25

<PAGE>

                        MARQUEST MEDICAL PRODUCTS, INC.
                               AND SUBSIDIARIES
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


INDUSTRY SEGMENTS.  The Company operates in the United States and has one 
industry segment - it manufactures and distributes medical devices and 
equipment to the healthcare provider sector.

USE OF ESTIMATES.  The preparation of financial statements in conformity with 
generally accepted accounting principles requires management to make 
estimates and assumptions that affect the amounts reported in the financial 
statements and accompanying notes.  Actual results could differ from those 
estimates.

NEW ACCOUNTING STANDARDS.  In Fiscal 1997, the Company will adopt SFAS No. 
121, "Accounting for the Impairment of Long-Lived Assets and Long-Lived 
Assets to Be Disposed Of."  SFAS No. 121 requires that long-lived assets and 
associated intangibles be written down in value whenever an impairment review 
indicates that the carrying value cannot be recovered on an undiscounted cash 
flow basis.  The Company expects that the adoption of SFAS No. 121 will not 
have a material effect on its financial position or results of operations.

2. LIQUIDITY AND BASIS OF PRESENTATION:

The Company's Consolidated Financial Statements have been presented on the 
basis that it will continue as a going concern, which contemplates the 
realization of assets and the satisfaction of liabilities in the normal 
course of business.  The conditions associated with this basis of 
presentation are described in the following paragraphs.

At April 1, 1995, there was significant uncertainty as to the Company's 
ability to continue as a going concern due to uncertainties concerning the 
Company's ability to improve its profitability from operations and the 
successful completion of external financing arrangements.  During Fiscal 
1996, the following events occurred:

    The gross margin on the Company's sales improved from 24% in Fiscal 1995 
    to 32% in Fiscal 1996 due to improved operational efficiencies which 
    included reductions in manufacturing personnel, increased vertical 
    integration of the manufacturing process and increased sales volumes.

    In March 1996, Scherer Healthcare, Inc. ("Scherer") converted debt and 
    other payables of approximately $2.7 million into common stock of the 
    Company.  Also in March 1996, Scherer Capital, LLC. ("Scherer Capital") 
    provided the Company with a $1.5 million long-term convertible note 
    facility, of which $700,000 is outstanding at March 30, 1996. 
    Concurrently, Scherer Capital purchased 2,061,856 shares of the 
    Company's common stock for proceeds to the Company of $1.0 million 
    ($0.485 per share) (See Note 8).

Management of the Company believes that it can fund its current operating 
levels and meet its obligations as they come due during Fiscal 1997 through 
existing cash on hand at March 30, 1996 of $1.6 million, available borrowings 
with Scherer Capital of $800,000, and continued improvement in operating 
profitability.  Additionally, the Company is currently negotiating additional 
financing to be used for working capital.  To the extent that projected 
operating results and cash flows are not met during Fiscal 1997, planned 
capital purchases would be delayed to allow the Company to pay its existing 
obligations.

The Company is subject to oversight by the United States Food and Drug 
Administration ("FDA").  See Note 7 for a discussion of FDA matters.


                                     26

<PAGE>

                        MARQUEST MEDICAL PRODUCTS, INC.
                               AND SUBSIDIARIES
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

3. PROPERTY, PLANT AND EQUIPMENT:

Property, plant and equipment consists of the following (in thousands of 
dollars):

                                                       March 30,      April 1,
                                                         1996           1995
                                                       ---------     ---------
Land                                                    $ 1,265       $ 1,265 
Buildings                                                 4,985         4,976 
Machinery and equipment                                   8,866         8,364 
Other                                                     2,523         2,573 
Construction in progress                                      2           220 
                                                       ---------     ---------
                                                         17,641        17,398 
Less - accumulated depreciation                         (10,586)       (9,727)
                                                       ---------     ---------
                                                        $ 7,055       $ 7,671 
                                                       ---------     ---------
                                                       ---------     ---------


The Company depreciates buildings over 50 years, machinery and equipment 
between 3 and 10 years and other fixed assets between 3 and 8 years.


4. DEBT: 

Short-term debt consists of the following (in thousands of dollars):


                                                       March 30,      April 1,
                                                         1996           1995
                                                       ---------     ---------

Swiss Bonds, SFr 345,000 and 720,000 outstanding at 
March 30, 1996 and April 1, 1995, respectively; 
interest payable annually on March 11 at a rate of 
6%, increased to 9% effective March 12, 1992; due 
March 11, 1994; unsecured; including $107,000 and 
$176,000 accrued interest, respectively (See Note 11)     $397         $  813

Notes payable; 18% interest payable monthly; paid in 
Fiscal 1996 through execution of capital leases             --            220

Current maturities of long-term debt and capital 
lease obligations                                          406            234
                                                       ---------     ---------
                                                          $803         $1,267 
                                                       ---------     ---------
                                                       ---------     ---------


SWISS BONDS.  On January 14, 1992, the Company was notified that the holders 
of the majority of its Swiss bonds had exercised their right to put the bonds 
for redemption as of March 11, 1992.  The Company was not able to honor this 
put, and accordingly defaulted on these obligations.  The Company did not 
make any payments of principal or interest on the Swiss bonds in Fiscal 1993. 
 During Fiscal 1994, the Company refinanced a significant portion of the 
Swiss bonds outstanding (see Note 11).  During Fiscal 1996, bonds totalling 
375,000 Swiss Francs plus accrued interest were exchanged for $291,000 of 
U.S. denominated 8% Swiss notes and $146,000 in cash.  The remaining Swiss 
bonds outstanding at March 30, 1996, including the accrued interest on these 
bonds, have been classified as short-term debt.


                                     27

<PAGE>

                    MARQUEST MEDICAL PRODUCTS, INC.
                          AND SUBSIDIARIES
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Long-term debt consists of the following (in thousands of dollars):

                                                          March 30,     April 1,
                                                            1996          1995
                                                          ---------     --------

Swiss notes payable; 8%; interest due semi-annually; 
due March 31, 1999, unsecured; denominated in U.S. 
dollars                                                    $2,896        $2,677

Note payable to bank; interest rate floats annually, 
currently 8.375%; interest and principal due in 
monthly installments with balloon payment at January 
31, 2000; secured by building                                 858         1,141

Note payable to Scherer Capital, LLC.; interest 
payable quarterly at 1-1/2% over prime; current 
interest rate 9.75%; due April 1, 2001; convertible 
into 1,000,000 shares of Marquest common stock; 
secured by inventory, property and equipment                  700            --

Note payable to Scherer Healthcare, Inc.; 8% 
interest due semi-annually; due March 31, 1999; 
unsecured; convertible into 2,468,000 shares of 
Marquest common stock (See Note 11)                            --         1,852

Capital lease obligations                                     536           291
                                                           ------        ------
                                                           $4,990        $5,961
                                                           ------        ------
                                                           ------        ------

The scheduled maturities of long-term debt beyond Fiscal 1997 are as follows:

              1998                                            $  440
              1999                                             3,209
              2000                                               700
              2001                                                --
              Thereafter                                         700
              Less - imputed interest on capital leases          (59)
                                                              ------
                Total                                         $4,990
                                                              ------
                                                              ------

NOTE PAYABLE TO BANK.  During Fiscal 1996, the Company and Colorado National 
Bank (the "Bank") executed an amendment to the Term Loan Agreement dated 
June 30, 1994, whereby the Company made a principal payment of $160,000 and 
shortened the term of the Note from July 31, 2004 to January 31, 2000 and the 
Bank released the Company's inventory and accounts receivable as collateral 
for the Note.  The Note will continue to be amortized over the original term 
of the Note with a balloon payment on January 31, 2000.

Pursuant to the Term Loan Agreement, the Company cannot, without the written 
prior approval of the Bank, (1) make any expenditures for capital assets in 
excess of $1 million in any fiscal year subsequent to April 1, 1995 or (2) 
pay or declare any dividends or purchase, redeem or otherwise acquire any of 
its capital stock, or make any other distribution of any property to any of 
its shareholders.

NOTE PAYABLE TO SCHERER HEALTHCARE, INC. The note payable to Scherer was 
issued during Fiscal 1994 to purchase Scherer's preferred stock which was 
used in connection with exchange offers for the Company's defaulted Swiss Bonds


                                     28

<PAGE>

                    MARQUEST MEDICAL PRODUCTS, INC.
                          AND SUBSIDIARIES
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(see Note 11). During Fiscal 1996, Scherer Healthcare, Inc. converted the 
note and related accrued interest of $487,000 into 3,340,244 shares of 
Marquest common stock.

NOTE PAYABLE TO SCHERER CAPITAL, LLC.  In December, 1995 Scherer Capital, 
LLC. provided the Company with a short-term loan of $700,000. In March, 1996 
the Company refinanced the loan with Scherer Capital on a long-term basis.  
After April 1, 1997, the Company may, at its option, redeem the note at the 
following prices, expressed as a percentage of principal amount: 1998 - 104%, 
1999 - 103%, 2000 - 102%, 2001 - 101%.  Pursuant to the Loan and Security 
Agreement (the "Agreement"), dated March 28, 1996, the Company can borrow up 
to an additional $800,000 under the same terms and conditions as the current 
borrowings under the Agreement.

CAPITAL LEASE.  The Company leases certain production equipment under a 
capital lease arrangement.  The gross amount of equipment and accumulated 
depreciation recorded under capital leases was $1,175,000 and $364,000, 
respectively, at March 30, 1996.

5. STOCK OPTIONS AND WARRANTS:

STOCK OPTION PLAN.  The Company has an Incentive and Non-Qualified Stock 
Option Plan for executives and key employees, which is administered by the 
Compensation Committee of the Board of Directors.  Shares approved for the 
plan total 1,250,000, of which 367,727 are available for grant at March 30, 
1996.  At March 30, 1996, 227,098 options are vested.  Options expire seven 
years from the date of the grant.

The activity in the stock option plan for the years ended March 30, 1996, 
April 1, 1995 and April 2, 1994 is as follows:

                                                                  Exercise
                                                   Shares        Price Range
                                                   ------        -----------
Outstanding, April 3, 1993                         458,534      $3.94 - $9.25
     Granted                                       548,500      $0.75 - $2.00
     Exercised                                     (30,000)     $0.75
     Canceled                                     (497,534)     $2.00 - $9.25
                                                  --------
Outstanding, April 2, 1994                         479,500      $1.38 - $2.00
     Granted                                        32,000      $1.625
     Exercised                                          --
     Canceled                                     (172,173)     $1.38 - $2.00
                                                  --------
Outstanding, April 1,1995                          339,327      $1.38 - $2.00
     Granted                                       587,500      $0.69 - $1.19
     Exercised                                          --
     Canceled                                     (371,827)     $1.19 - $2.00
                                                  --------
Outstanding, March 30, 1996                        555,000      $0.69 - $2.00

STOCK PURCHASE PLAN.  During Fiscal 1990, shareholders approved the adoption 
of an Employee Stock Purchase Plan to benefit all full-time, permanent 
employees of the Company with more than one year of service.  The shares 


                                     29

<PAGE>

                    MARQUEST MEDICAL PRODUCTS, INC.
                          AND SUBSIDIARIES
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

approved for the 1990 Plan totaled 500,000.  During Fiscal 1994, 934 shares 
were issued under this plan. During Fiscal 1994, the Board of Directors 
terminated the Employee Stock Purchase Plan.

COMMON STOCK PURCHASE RIGHTS.  On August 18, 1991, the Board of Directors of 
the Company declared a dividend distribution of one right (a "Right") for 
each outstanding share of the Company's Common Stock to shareholders of 
record at the close of business on August 20, 1991 (the "Record Date").  Each 
Right entitles the registered holder to purchase from the Company a unit 
consisting of one-half of a share (a "Unit") of Common Stock at a purchase 
price of $25.00 per Unit, subject to adjustment.

The Rights are attached to all Common Stock certificates representing shares 
outstanding, and no separate Rights Certificates have been distributed.  The 
Rights will separate from the Common Stock and a "Distribution Date" will 
occur so that the Rights become exercisable no later than ten business days 
following (1) the public announcement that a person or group (other than 
Scherer Healthcare, Inc. or Scherer Capital, LLC.) has acquired, or obtained 
the right to acquire, 15% or more of the Company's outstanding shares or (2) 
the commencement of a tender or exchange offer that would result in a person 
or entity (other than Scherer Healthcare, Inc. or Scherer Capital, LLC.) 
owning 15% or more of the Company's outstanding Common Stock.  In the event 
that 15% or more of the stock is actually held by a person or group, each 
right not owned by such person or group allows the holder to buy $50.00 worth 
of the Company's Common Stock, based on the then-current market price, for 
$25.00.  The Company can redeem the rights at any time until 10 days 
following the above events at a price of $.01 per Right.  The Rights are not 
exercisable until the Distribution Date and will expire at the close of 
business on August 20, 2001.

SETTLEMENT PAYABLE.  In Fiscal 1996, the Company settled litigation with 
former officers and directors of the Company.  As part of this settlement, 
the officers and directors may convert amounts owed to them by Marquest to 
Marquest common stock at $1.00 per share up to a maximum of $200,000.  The 
convertible portion of the settlement may not exceed the balance owed. At 
March 30, 1996, a maximum of 200,000 common shares are issuable under the 
settlement agreement.


                                     30

<PAGE>

                    MARQUEST MEDICAL PRODUCTS, INC.
                          AND SUBSIDIARIES
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The following table summarizes the total number of the Company's common 
shares which may be issued upon exercise of existing stock options and 
warrants, or conversion of debt.

                                                                   Fully Diluted
                                                                     Percentage
                                                     Shares          Ownership
                                                     ------        -------------
Shares outstanding at March 30, 1996               14,207,435          59.42%

Stock options outstanding at March 30, 1996 
pursuant to the Company's Incentive and 
Non-Qualified Stock Option Plan                       555,000           2.32%

Stock options issued to consultant, exercisable 
at $0.75 per share until August 26, 2002               50,000           0.21%

Warrants issued in connection with a Fiscal 1993 
sale and leaseback of certain real estate; 
exercisable at $1.50 per share until 
December 21, 1997                                     138,833           0.58%

Warrants issued in connection with a Fiscal 1993 
lease termination, exercisable at $4.00 per share 
until September 30, 1997                               10,000           0.04%

Warrants issued to the Swiss bondholders, 
exercisable at $0.75 per share until 
March 31, 1999                                      1,168,495           4.89%

Warrants issued to Scherer Healthcare, Inc.:
   In connection with providing short-term 
   financing in Fiscal 1994, exercisable at 
   $0.75 per share until March 31, 1999               800,000           3.34%

   In connection with sale leaseback of Arterial 
   Blood Gas product line, exercisable at $0.75 
   per share; 1,530,000 and 4,250,000 exercisable 
   until March 31, 1999 and March 31, 2003, 
   respectively                                     5,780,000          24.17%
                                                   ----------         -------
      Total Scherer Healthcare, Inc.                6,580,000          27.51%
                                                   ----------         -------
Convertible note payable to Scherer Capital, LLC.,
exercisable at $0.70 per share until April 1, 2001  1,000,000           4.19%

Settlement payable, convertible into common stock 
at $1.00 per share                                    200,000           0.84%
                                                   ----------         -------
Total common shares if all options and warrants 
are exercised                                      23,909,763         100.00%
                                                   ----------         -------
                                                   ----------         -------


                                     31

<PAGE>

                          MARQUEST MEDICAL PRODUCTS, INC.
                                 AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

6. LEASING ARRANGEMENTS:

The Company leases warehouse space as well as office and transportation 
equipment under non-cancelable operating leases. The following is a schedule 
as of March 30, 1996, of minimum future lease payments required under these 
leases:

                                    Facilities     Equipment       Total
                                    ----------     ---------     ---------
     1997                             $  347         $ 70          $  417
     1998                                347           63             410
     1999                                188           63             251
     2000                                173           61             234
     2001                                173           24             197
     Thereafter                          303          --              303
                                    ----------     ---------     ---------
                                       1,531          281           1,812
     Minimum sublease rentals           (331)         --             (331)
                                    ----------     ---------     ---------
                                      $1,200         $281          $1,481
                                    ----------     ---------     ---------
                                    ----------     ---------     ---------


The Company subleases warehouse space to an unaffiliated entity at 
approximately $10,000 per month.  This sublease expires in November 1998.  
Total rent expense, net of sublease revenue, under all operating leases for 
Fiscal 1996, 1995, and 1994 was $452,000, $560,000 and $1,088,000, 
respectively.


7.  FOOD AND DRUG ADMINISTRATION:

The Company is subject to regulation by the United States Food and Drug 
Administration ("FDA").  The FDA provides regulations governing the 
manufacture and sale of the Company's products and regularly inspects the 
Company and other manufacturers to determine their compliance with these 
regulations.  

On August 8, 1991, the United States Attorney's Office for the District of 
Colorado filed a complaint for injunction against the Company and certain of 
its officers.  The complaint alleged that the Company was manufacturing 
products in violation of the FDA's Current Good Manufacturing Practice 
Regulations ("GMP").  The complaint also alleged that certain of the devices 
were misbranded and adulterated for violating other relevant sections of the 
Federal Food, Drug and Cosmetic Act.  On October 1, 1991, the Company and a 
former officer entered into a five-year Consent Decree.  The two other 
individuals originally named in the complaint for injunction were dismissed 
as defendants.

By letter dated October 8, 1991, the District Director of the FDA's Denver 
district informed the Company that, pursuant to the consent decree of October 
l, 1991, the Company's medical device manufacturing operations were not in 
substantial compliance with the terms of the consent decree and ordered the 
Company to cease all manufacturing and distribution.

Based upon agreements with the FDA in November and December 1991, the Company 
was allowed to recondition inventories of components, sub-assemblies and 
finished products which were produced prior to the October 8th shut down.  
This was done in close cooperation with the FDA by the use of higher sampling 
levels and tightened acceptable quality limits.  After the FDA reviewed the 
Company's records of this reprocess/rework, the FDA allowed the distribution 
of these products.  The Company was also allowed to manufacture products 
following the new, documented procedures.


                                     32

<PAGE>

                          MARQUEST MEDICAL PRODUCTS, INC.
                                 AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


By letter dated January 9, 1992, the FDA's Denver district office informed 
the Company that it was authorized to renew its operations, including 
production and distribution of all products.

During Fiscal 1994, the FDA completed a routine inspection of the Company's 
compliance with the FDA's Good Manufacturing Practices.  The Company was 
issued an inspection report with two observations noted, which were 
corrected; there were no inspections during Fiscal 1995.

During Fiscal 1996, the FDA again inspected the Company's operations for
compliance with the FDA's Good Manufacturing Practices.  The Company continues
to be subject to a five-year Consent Decree with the FDA in connection
with the Company's compliance with GMP regulations, which Consent Decree
expires in October 1996.  The Company was issued an inspection report with
three observations noted.  The Company responded to the observations, 
including providing specific corrective action.

In May, 1996, subsequent to year end, the FDA concluded an inspection with
six deficiency observations noted. Many of the observations noted refer to
the lack of training regarding assembly, testing and sampling. The Company
is taking corrective action, including retraining employees, and implementing
other changes in order to respond to the FDA's concerns.  These changes and
corrective actions have been presented to the FDA in detail in the submissions
made by the Company and the Company continues to work with the FDA to
address the issues raised. Due to the observations noted and the pending
expiration of the Consent Decree in October 1996, the FDA has conducted more
frequent inspections of the Company's operations. The FDA will verify the
Company's implementation of corrective action at another inspection which 
will occur prior to mid-August, 1996. The Company cannot predict the outcome 
of the FDA's inspection or whether or not the FDA will take any additional 
action with respect to this matter.

8.  RELATED PARTY TRANSACTIONS:

In connection with a sale of the Company's Arterial Blood Gas ("ABG") product 
line to Scherer Healthcare, Inc. ("Scherer"), the Company pays a monthly 
royalty to Scherer of 3.25% of the Company's net sales of ABG products.  
During Fiscal 1996, 1995 and 1994, these royalties totaled $346,000, $287,000 
and $262,000, respectively.  During Fiscal 1996, 1995 and 1994, the Company 
expensed $150,000, $180,000 and $263,000 of interest related to the Company's 
note payable to Scherer (see Note 4), and expensed $164,000 and $304,000 in 
Fiscal 1996 and 1995, respectively, related to marketing and financial 
consulting provided by Scherer.

In Fiscal 1996, Scherer Capital, LLC. ("Scherer Capital") provided a net 
short-term loan of $700,000 to the Company which was converted into long-term 
debt to Scherer Capital in March 1996.  In Fiscal 1996, Scherer  converted 
debt and other payables of approximately $2.7 million into common stock of 
the Company.

9.  INCOME TAXES:

During Fiscal 1996, the Company recorded a current federal tax provision of 
$697,000 relating to its settlement with the IRS from pre-quasi 
reorganization tax years.  No provisions were recorded for the Fiscal year 
ended April 1, 1995, the nine months ended April 2, 1994 or the three months 
ended July 3, 1993.

Effective April 4, 1993, the Company adopted Statement of Financial 
Accounting Standards No. 109, "Accounting for Income Taxes" ("SFAS 109").  
The adoption of SFAS 109 did not have a material effect on the Company's 
financial position or results of operations.  


                                     33

<PAGE>

                          MARQUEST MEDICAL PRODUCTS, INC.
                                 AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


The differences between the provision/(benefit) for income taxes at the 
Federal statutory rate and that shown in the Consolidated Statements of 
Operation are as follows (in thousands of dollars):

<TABLE>
<CAPTION>

                                               Fiscal      Fiscal       Nine        Three
                                                Year        Year       Months       Months
                                               Ended        Ended       Ended       Ended
                                              March 30,    April 1,    April 2,     July 3,
                                                1996         1995        1994        1993
                                              ---------   ---------   ---------   ---------
<S>                                           <C>         <C>         <C>         <C>
Federal statutory rate                             34%         34%         34%         34%
"Expected" federal tax provision (benefit)      $ 217     $(1,156)      $(786)      $(354)
Utilization of net operating loss                (237)       --          --          --
IRS settlement                                    697        --          --          --
State income taxes, net of Federal benefit         (2)       (112)        (76)        (34)
Goodwill amortization for book purposes          --          --          --            24 
Other items                                        10          24        --          --
                                              ---------   ---------   ---------   ---------
                                                  685      (1,244)       (862)       (364)
Increase in valuation allowance                    12       1,244         862         364
                                              ---------   ---------   ---------   ---------
Tax provision                                   $ 697     $  --         $--         $--
                                              ---------   ---------   ---------   ---------
                                              ---------   ---------   ---------   ---------
</TABLE>

Under SFAS 109, deferred taxes are determined based on estimated future tax 
effects of differences between the amounts reflected in the financial 
statements and the tax basis of assets and liabilities given the provisions 
of the enacted tax laws.  The net deferred tax assets and liabilities as of 
March 30, 1996 and April 1, 1995 are comprised of the following (in thousands 
of dollars):


                                              March 30,                April 1,
                                                 1996       Change       1995
                                              ---------   ---------   ---------
Deferred tax assets/(liabilities):
    Accelerated tax depreciation in excess
     of book depreciation                     $  (187)     $  --       $  (187)
    Nondeductible accruals                        600         (183)        783
    Unrealized foreign exchange losses            112         --           112
    Capital loss carryforwards                    971         (559)      1,530
    Net operating loss carryforwards            4,840       (2,247)      7,087
                                              ---------   ---------   ---------
                                                6,336       (2,989)      9,325
    Valuation allowance                        (6,336)       2,989      (9,325)
                                              ---------   ---------   ---------
                                              $  --        $  --       $  --
                                              ---------   ---------   ---------
                                              ---------   ---------   ---------


                                     34

<PAGE>

                          MARQUEST MEDICAL PRODUCTS, INC.
                                 AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


During recent fiscal years, the Company has experienced losses for financial 
reporting and tax purposes.  Because of the uncertainty of realization of any 
future tax benefits, the Company has determined that, on a more likely than 
not basis, it is appropriate to reflect a valuation allowance for the entire 
net deferred tax asset.  At March 30, 1996, the Company had tax net operating 
loss carryforwards of approximately $13,000,000, and capital loss 
carryforwards of approximately $2,600,000.  Tax net operating losses expire 
at varying dates through 2010, and capital loss carryforwards expire at 
varying dates through 1998. Due to the transactions discussed in Notes 11 and 
12, the future benefits associated with the utilization of net operating loss 
carryforwards may be substantially limited.  Capital loss carryforwards can 
only be utilized to the extent the Company generates capital gains in the 
future.

During Fiscal 1994, the Company received a refund of federal income taxes of 
approximately $745,000 due to the carryback to prior years of losses incurred 
during the temporary suspension of operations by the FDA.  The Internal 
Revenue Service ("IRS") completed an audit, and in July 1994, determined that 
the losses could not be carried back and issued an assessment to the Company 
for the taxes plus interest.  In Fiscal 1996, the Company settled additional 
tax issues related to audits by the IRS for fiscal years 1982-1988.  The 
Company recorded $697,000 of additional taxes and interest.  The Company 
negotiated a repayment plan whereby the Company paid $400,000 in June 1995 
and the remaining liability for taxes, interest and penalties of 
approximately $997,000 at March 30, 1996, plus interest and penalties to be 
accrued during the repayment period, will be repaid in monthly installments 
of $40,000.  The IRS has placed a lien on the Company's facility in 
Englewood, Colorado to secure payment of the taxes.

10.  LITIGATION:

A products liability action was filed against the Company in California in 
1990 which was defended and settled during the trial by the Company's 
insurance company.  Under the insurance policy, the Company may have been 
responsible for a $250,000 self-insured retention plus the cost of defense.  
The Company claimed that the insurance company mishandled the lawsuit and 
declined to pay. The Company was sued by the insurance company in District 
Court, Arapahoe County, Colorado in February, 1994 alleging damages of either 
$540,000 or $290,000.  Subsequent to March 30, 1996, the Company entered into 
a settlement agreement with the insurance company whereby the Company would 
pay $170,000.  The settlement was accrued at March 30, 1996.

11. REFINANCING TRANSACTIONS:

During Fiscal 1994, the Company consummated two related transactions to 
provide the Company with necessary liquidity and to refinance the Swiss Bonds.

SALE OF ARTERIAL BLOOD GAS PRODUCT LINE.  The Company sold its Arterial Blood 
Gas product line, including $245,000 of net book value of property connected 
with the product line, to Scherer Healthcare, Inc. ("Scherer") for $4.5 
million in cash and agreed to a six year lease back of the product line for a 
royalty of 3.25% of net product line sales.  The Company has the option to 
repurchase the product line $4.5 million plus $22,500 for each month elapsed 
between the sale and repurchase.  The option to repurchase, originally 
expiring on May 31, 1996, was extended by the boards of Scherer and the 
Company until June 15, 1999.  The Company granted Scherer 5,780,000 warrants 
to purchase common stock of the Company at $.75 per share as consideration 
for the repurchase option.  These warrants were valued at $0.50 each.  Of 
these, 1,530,000 and 4,250,000 will expire if not exercised by March 31, 1999 
and March 31, 2003, respectively.  The warrants are exercisable for cash or, 
if exercised by Scherer or a Scherer affiliate, for common stock of Scherer.  
Scherer may elect to exercise these options for no cash if a corresponding 
concession is granted to the Company in the product line repurchase price.  
Scherer may elect to receive the product line repurchase price in the form of 
5,780,000 shares of the Company's common stock, based on a value of $.75 per 
share, plus the balance of the purchase price in cash.  If Scherer makes this 
election, the number of warrants issued in consideration for the Company's 
repurchase option as described above will be reduced by a corresponding 
number.


                                     35

<PAGE>

                          MARQUEST MEDICAL PRODUCTS, INC.
                                 AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Prior to the above transaction, Scherer had advanced the Company $1,750,000.  
In consideration for this advance, the Company also granted to Scherer 
warrants to purchase 800,000 shares of the Company's common stock at $0.75 
per share exercisable until March 31, 1999.  These warrants were also valued 
at $0.50 each.  The advance was repaid with the proceeds from the sale and 
leaseback transaction.

The Company recorded $3,290,000 related to the value of the warrants issued 
to Scherer and a deferred gain on the sale leaseback of $965,000, 
representing the amount of the sale proceeds, less the value assigned to the 
warrants, less the net book value of the property sold.  The deferred gain 
was eliminated in the quasi-reorganization discussed in Note 12.

SWISS BOND REFINANCING.  During Fiscal 1986, the Company issued 25,000,000 
Swiss Francs of bonds due March 11, 1994. On January 14, 1992, the Company 
was notified that holders of the majority of its Swiss bonds had exercised 
their right to put the bonds for redemption as of March 11, 1992.  The 
Company was not able to honor this put, and, accordingly, defaulted on these 
obligations.

During Fiscal 1994, the Company acquired approximately $4,352,000 of 5% 
cumulative convertible preferred stock of Scherer (an amount equal to 
approximately 35% of the outstanding Swiss bond principal and accrued 
interest tendered in the transaction described below).  This preferred stock 
was acquired in exchange for an 8% note, maturing on March 31, 1999.  The 
note was convertible, in whole or in part, at Scherer's option, into Marquest 
common stock at a value of $.75 per share.  The Scherer preferred stock is 
convertible into Scherer common stock.  In May 1994, Scherer converted 
$2,500,000 of the principal balance of the 8% note into 3,333,333 shares of 
the Company's common stock.  In March 1996, Scherer converted the remaining 
principal balance of the 8% note of $1,851,600 into 2,645,143 shares of 
Marquest common stock at a rate of $.70 per share.

In three exchange offers, the bondholders exchanged 16,320,000 Swiss Francs 
in bonds, 96% of the total bonds outstanding. The bondholders were offered a 
combination of Marquest debt, warrants to purchase common stock of the 
Company, and the convertible preferred stock of Scherer in exchange for the 
outstanding Swiss debt principal and interest.  In the exchanges, the Swiss 
bondholders received (1) cumulative convertible preferred stock of Scherer 
for 35% of the principal and accrued interest of the tendered bonds; (2) 
unsecured, 8% U.S. dollar denominated notes of the Company maturing March 31, 
1999 with an aggregate principal amount of $2,875,000, and (3) warrants to 
purchase 165,000 and 1,432,416 shares of Marquest common stock at $.25 and 
$.75 per share, respectively, exercisable until March 31, 1999.  These 
warrants were also valued at $.50 each.

The Company recorded approximately $798,000 for the value assigned to the 
warrants given to the Swiss bondholders, a gain of approximately $988,000 on 
the extinguishment of the Swiss bonds and, because this transaction was 
considered a troubled debt restructuring under Statement of Financial 
Accounting Standards No. 15, the Company also accrued $3,226,000 in 
prospective interest on the notes.  The prospective interest was eliminated 
in the quasi-reorganization described in Note 12.

As a result of the sale of the Arterial Blood Gas product line and the Swiss 
bond refinancing, Scherer has the right to acquire approximately 65% of the 
outstanding common stock of the Company through the exercise of all warrants 
and conversion of the note.  Also as a result of the agreement with Scherer, 
Scherer acquired the right to, and has elected to, name a majority of the 
members of the Company's Board of Directors.

12. QUASI-REORGANIZATION:


                                     36

<PAGE>

                          MARQUEST MEDICAL PRODUCTS, INC.
                                 AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


During the first quarter of Fiscal 1994, the Company completed significant 
changes to its operations: (l) the reintroduction of substantially all of its 
product lines into the market after ceasing operations after an FDA shutdown 
in Fiscal 1992, (2) the consolidation of its manufacturing facilities in 
Mexico and Parker, Colorado into its primary facility in Englewood, Colorado; 
(3) the changes in management of the Company, including a new President and 
CEO, Vice President of Sales and Senior Vice President of Regulatory Affairs; 
and (4) the successful completion of the first exchange offer to the Swiss 
bondholders in which 91% of the bonds were exchanged.  Considering these 
changes, the Company determined that it was appropriate to effect a 
quasi-reorganization.  On June 11, 1993, the Company's Board of Directors 
approved quasi-reorganization accounting procedures which were effective 
July 3, 1993, the end of the Company's first quarter of Fiscal 1994.

Quasi-reorganization rules require that the balance sheet amounts be restated 
to fair values and that the accumulated deficit be eliminated against the 
paid-in-capital accounts.  Therefore, the Company (1) wrote off the remaining 
amount of goodwill, totaling $4,283,000 at July 3, 1993; (2) eliminated the 
prospective interest on the Swiss bonds of $3,226,000 discussed in Note 11; 
(3) eliminated the deferred gain on the sale leaseback transaction of 
$965,000 discussed in Note 11; (4) valued the treasury stock at its market 
value of  $70,000; (5) eliminated the retained deficit of $20,434,000; and 
(6) reduced common stock by $17,125,000 and warrants by $3,456,000.

The Company has presented its Consolidated Statements of Operations and Cash 
Flows for the three-month period prior to and the nine-month period 
subsequent to the accounting for the quasi-reorganization.

13. QUARTERLY FINANCIAL DATA (UNAUDITED)

All amounts are in thousands of dollars, except per share amounts


                                  First     Second    Third     Fourth
                                  ------    ------    ------    ------
FISCAL 1996 QUARTERS

Net Revenues                      $5,284    $5,193    $5,739    $6,227
Gross Profit                       1,605     1,683     1,779     2,071
Net Income (Loss)                     22       (34)     (625)      465
Income (Loss) per Share             0.00      0.00     (0.08)     0.05

FISCAL 1995 QUARTERS

Net Revenues                      $4,899    $4,597    $5,234    $5,846
Gross Profit                       1,181     1,020     1,249     1,460
Net Loss                          (1,070)     (961)     (646)     (773)
Loss Per Share                     (0.18)    (0.12)    (0.08)    (0.10)


                                     37

<PAGE>

      MARQUEST MEDICAL PRODUCTS, INC. AND SUBSIDIARIES

      SCHEDULE II -- VALUATION AND QUALIFYING ACCOUNTS
             (AMOUNTS IN THOUSANDS OF DOLLARS)

<TABLE>
<CAPTION>
                                         Additions
                                   ----------------------
                       Balance at  Charged to  Charged to                 Balance
                       Beginning   Costs and     Other      Recoveries   at End of
                       of Period   Expenses    Accounts    (Write-offs)    Period
                       ----------  ----------  ----------  ------------  ---------
<S>                    <C>         <C>         <C>         <C>           <C>
Allowance for Doubtful Accounts -- Trade Receivables
- ----------------------------------------------------
Year Ended
     March 30, 1996        $132        $  24       $ (8)         $(54)       $ 94

Year Ended
     April 1, 1995         $178        $  21       $(48)         $(19)       $132

Nine Months Ended
     April 2, 1994         $200        $ (62)      $ --          $ 40        $178

Three Months Ended
     July 3, 1993          $200        $  15       $ --          $(15)       $200
</TABLE>


                                      38

<PAGE>


ITEM 9.  DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

There have been no disagreements with accountants on any accounting or 
financial disclosure matters during the applicable period.

                                   PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

In accordance with General Instruction G(3) of Form 10-K, the information 
relating to nominees for Directors of the Company set forth under the caption 
"Election of Directors" and the information relating to compliance with 
Section 16(a) set forth under the caption "Committees and Meetings of the 
Board of Directors" in the Company's definitive proxy statement in connection 
with the Annual Meeting of Stockholders to be held on August 22, 1996 is 
incorporated herein by reference.  Information regarding the executive 
officers of the Company required by Item 401(b) of Regulation S-K is set 
forth under the caption "Executive Officers" in Part I of this report.

ITEM 11.  EXECUTIVE COMPENSATION

In accordance with General Instruction G(3) of Form 10-K, the information 
relating to executive compensation set forth under the caption "Compensation 
of Executive Officers" in the Company's definitive proxy statement in 
connection with the Annual Meeting to be held on August 22, 1996 is 
incorporated herein by reference; such incorporation by reference shall not 
be deemed to include or incorporated by reference the information referred to 
in Item 402(a)(8) of Regulation S-K.

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

In accordance with General Instruction G(3) of Form 10-K, the information 
relating to security ownership by certain persons set forth under the 
captions "Principal Stockholders" in the Company's definitive proxy statement 
for the Annual Meeting of Stockholders to be held on August 22, 1996 is 
incorporated herein by reference.

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

In accordance with General Instruction G(3) of Form 10-K, the information 
relating to certain relationships and related transactions set forth under 
the caption "Related Party Transactions" in the Company's definitive proxy 
statement in connection with the Annual Meeting of Stockholders to be held on 
August 22, 1996 is hereby incorporated herein by reference.

                                   PART IV

ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

(a)  The following represents a listing of all financial statement, financial 
     statement schedules and exhibits filed as part of this report.

     (1) Financial Statements:  See Table of Contents to the Consolidated 
         Financial Statements included herein in Item 8.

     (2) Financial Statement Schedules:  See Table of Contents to the 
         Consolidated Financial Statements included herein in Item 8.


                                     39

<PAGE>


         Schedules I, III, IV and V, for which provision is made in the 
         applicable regulations of the Securities and Exchange Commission have 
         been omitted because they are not applicable or the information is 
         elsewhere disclosed in the notes to the financial statements.

     (3) Exhibits:  Exhibits identified in parentheses below are on file with 
         the Securities and Exchange Commission and are incorporated herein 
         by such references.

         3.1  Articles of Incorporation of Registrant, as amended through 
              August 25, 1994 (Exhibit 3(i) of Registration Statement on 
              Form S-2, Registration No. 33-85564)

         3.2  By-laws of Registrant, as amended (Exhibit 2 to Form 8-K dated 
              April 9, 1993)

         4.1  The outside and inside front cover pages and the information set 
              forth under the heading "Terms of the Bonds" excerpted from the 
              Prospectus of the Registrant dated February 10, 1985 with 
              respect to the 25,000,000 Swiss Franc Bonds offered pursuant 
              thereto (Exhibit 4(b) to Form 10-K dated April 1, 1989)

         4.2  Rights Agreement dated as of August 8, 1991 between Marquest 
              Medical Products, Inc. and Bank of America National Trust & 
              Savings Association (Exhibit 4.5 to Registration Statement on 
              Form S-2, Registration Statement No. 33-85564)

         4.3  Subscription Agreement for Purchase of Common Stock between 
              Marquest Medical Products, Inc. and Scherer Capital, LLC dated 
              March 29, 1996 (Exhibit 4.1 of Form 8-K dated March 28, 1996)

         4.4  Conversion Agreement dated March 28, 1996 between Marquest 
              Medical Products, Inc. and Scherer Healthcare, Inc. (Exhibit 4.2 
              of Form 8-K dated March 28, 1996)

         4.5  Loan and Security Agreement dated March 28, 1996 between 
              Marquest Medical Products, Inc. and Scherer Capital, LLC 
              (Exhibit 4.3 of Form 8-K dated March 28, 1996)

         4.6  Second Priority Deed of Trust, Security Agreement and Assignment 
              of Rents and Leases dated March 28, 1996 from Marquest Medical 
              Products, Inc. to the Public Trustee of Douglas County, Colorado 
              for the benefit of Scherer Capital, LLC (Exhibit 4.4 of Form 8-K 
              dated March 28, 1996)

         4.7  Convertible Secured Note due April 1, 2001 (Exhibit 4.5 of 
              Form 8-K dated March 28, 1996)

        10.1  Master Equipment Lease Agreement dated December 8, 1993 between 
              Marquest Medical Products, Inc. and Financing for Science 
              International, Inc. (Exhibit 4(c) to Form 10-K dated 
              April 2, 1994)

        10.2  Term Loan Agreement dated June 30, 1994 between Marquest Medical 
              Products, Inc. and Colorado National Bank (Exhibit 4(d) to 
              Form 10-Q dated July 2, 1994)

        10.3  Letter Agreement between Marquest Medical Products, Inc. and 
              Norman Dreyfuss dated August 1, 1989 (Exhibit 10(a) to Form 10-K 
              dated March 31, 1990)

        10.4  Letter Agreement between Marquest Medical Products, Inc. and 
              Robert J. McKinnon dated August 19, 1991 (Exhibit 10(b) to 
              Form 10-K dated March 28, 1992)


                                      40

<PAGE>


        10.5  Marquest Medical Products, Inc. Incentive and Non-Qualified Stock 
              Option Plan effective November 14, 1987, as amended (Exhibit 10(c)
              to Form 10-K dated April 1, 1989)

        10.6  Consent Decree between Marquest Medical Products, Inc. and the 
              Food and Drug Administration ("FDA") dated October 1, 1992 
              (Exhibit 10(d) to Form 10-K dated March 28, 1992)

        10.7  Letter from FDA approving resumption of manufacturing and 
              distribution activities of Marquest Medical Products, Inc. dated 
              January 9, 1992 (Exhibit 10(e) to Form 10-K dated March 28, 1992)

        10.8  Management Agreement between Marquest Medical Products, Inc. and 
              Scherer Healthcare, Inc. dated June 1, 1994 (Exhibit 10(f) to 
              Form 10-Q dated June 2, 1994)

        10.9  Omnibus Agreement between Scherer Healthcare, Inc. and Marquest 
              Medical Products, Inc. dated  April 12, 1993 (Exhibit 3 to 
              Form 8-K dated April 9, 1993)

       10.10  First Amendment to Loan Agreement dated December 18, 1995 
              between Marquest Medical Products, Inc. and Colorado National 
              Bank (Exhibit 10(a) to Form 10-Q dated December 30, 1995)

       21.    Subsidiaries of Registrant

       27     Financial Data Schedule (EDGAR version only)

(b)  Reports on Form 8-K: 

     Report on Form 8-K dated March 28, 1996 regarding completion of several 
     transactions effecting the Company's indebtedness and capital.


                                      41

<PAGE>


                                  SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities 
Exchange Act of 1934, the registrant has duly caused this report to be signed 
on its behalf by the undersigned, thereunto duly authorized, in the County of 
Douglas, State of Colorado, on June 20, 1996.

                                MARQUEST MEDICAL PRODUCTS, INC.


                                By      /s/ Robert P. Scherer, Jr.
                                   --------------------------------------
                                    Robert P. Scherer, Jr., Chairman and
                                    Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this 
report has been signed below by the following persons on behalf of the 
registrant and in the capacities and on the dates indicated.


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

Principal Executive Officer: 
Robert P. Scherer, Jr.
Chairman, Chief Executive 
  Officer and Director            June 20, 1996    /s/ Robert P. Scherer, Jr.
                                                   ----------------------------
Principal Accounting and 
  Financial Officer:
Margaret Von der Schmidt 
Vice President -- Finance and 
  Chief Financial Officer         June 24, 1996    /s/ Margaret Von der Schmidt
                                                   ----------------------------

Charles R. Atkins III, Director   June 22, 1996    /s/ Charles R. Atkins III
                                                   ----------------------------

Stephen A. Lukas, Sr., Director   June ___, 1996   
                                                   ----------------------------

Jack W. Payne, Director           June 24, 1996    /s/ Jack W. Payne
                                                   ----------------------------

Kenneth H. Robertson, Director    June 21, 1996    /s/ Kenneth H. Robertson
                                                   ----------------------------

Mack D. Tindal, Director          June 20, 1996    /s/ Mack D. Tindal
                                                   ----------------------------

William J. Thompson, Director     June 20, 1996    /s/ William J. Thompson
                                                   ----------------------------

Jack L. York, Director            June 20, 1996    /s/ Jack L. York
                                                   ----------------------------


                                      42

<PAGE>

                                    ANNEX X

                     MMPI'S QUARTERLY REPORT ON FORM 10-Q
                  FOR THE FISCAL QUARTER ENDED JUNE 29, 1996

<PAGE>

                          SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C.  20549

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

                                      FORM 10-Q

                      QUARTERLY REPORT UNDER SECTION 13 OR 15(D)
                        OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal quarter ended June 29, 1996         Commission File No. 0-11484

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

                           MARQUEST MEDICAL PRODUCTS, INC.
                (Exact name of Registrant as specified in its charter)

                COLORADO                                   84-0785259
     (State or other jurisdiction of                     (IRS Employer
      incorporation or organization)                  Identification No.)

              11039 EAST LANSING CIRCLE, ENGLEWOOD, COLORADO  80112
           (Address of principal executive offices, including zip code)

                                  (303) 790-4835
               (Registrant's telephone number, including area code)

                                       N/A
(Former name, former address, and former fiscal year, if changes since last
report)

Indicate by check mark whether the Registrant (1) has filed all reports to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the 
preceeding 12 months (or for such shorter period that the Registrant was 
required to file such reports), and (2) has been subject to such filing 
requirements for the past 90 days.

                    YES  X            NO
                       -----            -----

Number of shares of common stock, no par value, of Registrant outstanding at
July 18, 1996.

                    14,206,006

<PAGE>

                           MARQUEST MEDICAL PRODUCTS, INC.
                                  AND SUBSIDIARIES
                            CONSOLIDATED BALANCE SHEETS
                               (THOUSANDS OF DOLLARS)

                                       ASSETS

<TABLE>
<CAPTION>
                                                           June 29,      March 30,
                                                              1996         1996
                                                           --------      ---------
                                                          (Unaudited)
<S>                                                        <C>          <C>
CURRENT ASSETS
    Cash and cash equivalents                              $    920       $  1,635
    Trade accounts receivable, less allowances for
        doubtful accounts of $99 and $94, respectively        2,181          2,915
    Notes and other receivables                                 128            181
    Inventories                                               3,618          3,393
    Prepaid items                                               202            173
                                                           --------       --------
        Total current assets                                  7,049          8,297

PROPERTY, PLANT AND EQUIPMENT
    Land                                                      1,265          1,265
    Buildings                                                 4,985          4,985
    Machinery and equipment                                   8,875          8,866
    Other                                                     2,527          2,523
    Construction in progress                                     15              2
                                                           --------       --------
                                                             17,667         17,641
    Less accumulated depreciation                           (10,797)       (10,586)
                                                           --------       --------
        Net property, plant and equipment                     6,870          7,055
OTHER ASSETS                                                     40             41
                                                           --------       --------
                                                           $ 13,959       $ 15,393
                                                           --------       --------
                                                           --------       --------
</TABLE>

           The accompanying notes to Consolidated Financial Statements
            are an integral part of these consolidated balance sheets.

                                     2

<PAGE>


                           MARQUEST MEDICAL PRODUCTS, INC.
                                  AND SUBSIDIARIES
                            CONSOLIDATED BALANCE SHEETS
                              (THOUSANDS OF DOLLARS)

                     LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

<TABLE>
<CAPTION>
                                                               June 29,      March 30,
                                                                  1996         1996
                                                               --------      ---------
                                                              (Unaudited)
<S>                                                            <C>            <C>
CURRENT LIABILITIES
    Accounts payable                                           $   668        $ 1,001
    Accrued liabilities                                          3,096          3,728
    Payable to related party                                        36             48
    Swiss debt principal and interest                              383            397
    Current maturities of long-term debt                            89            117
    Current maturities of capital lease obligation                 297            289
                                                               -------        -------
        Total current liabilities                                4,569          5,580
CAPITAL LEASE OBLIGATION                                           459            536
NOTE PAYABLE TO BANK                                               860            858
SWISS NOTES PAYABLE                                              2,896          2,896
NOTE PAYABLE TO SCHERER CAPITAL, LLC.                              700            700

SHAREHOLDERS' EQUITY (DEFICIT)
    Common stock, no par value; 50,000,000
        shares authorized; 14,226,846 and 14,207,435 shares
        issued and outstanding, respectively                     9,850          9,834
    Warrants                                                       598            599
    Retained earnings(deficit) ($20,434 of retained
        deficit eliminated at July 3, 1993 relating to the
        quasi-reorganization)                                   (5,903)        (5,540)
    Treasury stock, 20,840 shares                                  (70)           (70)
                                                               -------        -------
        Total shareholders' equity (deficit)                     4,475          4,823
                                                               -------        -------
                                                               $13,959        $15,393
                                                               -------        -------
                                                               -------        -------
</TABLE>

         The accompanying notes to Consolidated Financial Statements
           are an integral part of these consolidated balance sheets.

                                     3

<PAGE>


                           MARQUEST MEDICAL PRODUCTS, INC.
                                  AND SUBSIDIARIES
                        CONSOLIDATED STATEMENTS OF OPERATIONS
               (THOUSANDS OF DOLLARS EXCEPT SHARE AND PER SHARE AMOUNTS)
                                      (UNAUDITED)

<TABLE>
<CAPTION>
                                                                Three Months Ended
                                                           ----------------------------
                                                            June 29,           July 1,
                                                               1996             1995
                                                            --------          ---------
<S>                                                        <C>               <C>
NET REVENUES                                               $     5,152        $    5,284
COST OF SALES                                                   (3,760)           (3,679)
                                                           -----------        ----------
GROSS PROFIT                                                     1,392             1,605

COSTS AND EXPENSES
    Selling and marketing expenses                              (1,067)           (1,054)
    General and administrative expenses                           (521)             (557)
    Research and development expenses                              (43)              (39)
                                                           -----------        ----------
OPERATING INCOME  (LOSS)                                          (239)              (45)

OTHER INCOME (EXPENSE)
    Other income/(expense)                                          26                (2)
    Interest expense                                              (170)             (151)
    Foreign exchange gain (loss)                                    20                11
    Gain on sale of assets                                       --                  209
                                                           -----------        ----------
NET INCOME (LOSS)                                          $      (363)       $       22
                                                           -----------        ----------
                                                           -----------        ----------
Earnings (loss) per common share                           $     (0.03)       $     0.00
                                                           -----------        ----------
                                                           -----------        ----------
 Weighted average number of common shares
        outstanding during the period                       14,191,928         8,201,047
                                                           -----------        ----------
                                                           -----------        ----------
</TABLE>

           The accompanying notes to Consolidated Financial Statements
              are an integral part of these consolidated statements.

                                     4

<PAGE>


                           MARQUEST MEDICAL PRODUCTS, INC.
                                  AND SUBSIDIARIES
                        CONSOLIDATED STATEMENTS OF CASH FLOWS
                               (THOUSANDS OF DOLLARS)
                                      (UNAUDITED)

<TABLE>
<CAPTION>
                                                                    Three Months Ended
                                                                 ------------------------
                                                                  June 29,        July 1,
                                                                     1996          1995
                                                                  --------       ---------
<S>                                                              <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES
    Net income (loss)                                            $    (363)      $      22
    Adjustments to reconcile net loss to net cash used
        in operations:
            Depreciation and amortization                              211             290
            Provision for losses on accounts receivable                  5               5
            Foreign exchange (gain) loss                               (20)            (11)
            Gain on sale of assets                                   --               (209)
        Increase(decrease) in operating assets and
          liabilities:
            Accounts receivable                                        729             580
            Notes and other receivables                                 53             (18)
            Inventories and prepaid items                             (254)            130
            Accounts payable, accrued liabilities and
               payable to related party                               (977)           (633)
            Accrued interest on Swiss bonds                              6              14
            Other                                                        1               1
                                                                 ---------       ---------
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES                   (609)            171
                                                                 ---------       ---------
CASH FLOWS FROM INVESTING ACTIVITIES
        Purchases of equipment                                         (26)             (9)
        Proceeds from sale of assets                                 --                209
                                                                 ---------       ---------
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES                    (26)            200
                                                                 ---------       ---------
CASH FLOWS FROM FINANCING ACTIVITIES
    Issuance of common stock                                            15               1
    Principal payments on borrowings                                   (95)            (57)
                                                                 ---------       ---------
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES                    (80)            (56)
                                                                 ---------       ---------
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                      (715)            315
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                       1,635             562
                                                                 ---------       ---------
CASH AND CASH EQUIVALENTS, END OF PERIOD                         $     920       $     877
                                                                 ---------       ---------
                                                                 ---------       ---------
</TABLE>

                                (Continued)

                                     5

<PAGE>

                           MARQUEST MEDICAL PRODUCTS, INC.
                                  AND SUBSIDIARIES
                        CONSOLIDATED STATEMENTS OF CASH FLOWS
                               (THOUSANDS OF DOLLARS)
                                      (UNAUDITED)

<TABLE>
<CAPTION>
                                                              Three Months Ended
                                                           ------------------------
                                                            June 29,        July 1,
                                                               1996          1995
                                                            --------       ---------
<S>                                                        <C>            <C>
NONCASH INVESTING AND FINANCING TRANSACTIONS:
    Warrants exercised:
        Warrants                                           $     (1)      $     (13)
        Swiss notes                                          --                 (40)
        Common stock                                              1              53
                                                           --------       ---------
                                                           $   --         $    --
                                                           --------       ---------
                                                           --------       ---------
</TABLE>

          The accompanying notes to Consolidated Financial Statements
                   are an integral part of these statements.

                                     6

<PAGE>

                           MARQUEST MEDICAL PRODUCTS, INC.
                                   AND SUBSIDIARIES
                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                     (UNAUDITED)


1.  REPORT OF MANAGEMENT:

The management of Marquest Medical Products, Inc. (the "Company") is 
responsible for the integrity of the financial information presented.  The 
financial statements have been prepared in accordance with generally accepted 
accounting principles and they include amounts that are based on management's 
best estimates and judgment. These unaudited interim financial statements 
reflect all adjustments which are, in the opinion of management, necessary to 
a fair statement of the results of the interim periods presented.

Management relies upon the Company's system of internal controls in meeting 
its responsibilities for maintaining reliable financial records.  This system 
is designed to provide reasonable assurance that assets are safeguarded and 
that transactions are properly recorded and executed in accordance with 
management's intentions.  Judgments are required to assess and balance the 
relative cost and expected benefits of such controls.

2.  INVENTORIES:

Inventories consist of the following (in thousands of dollars):

<TABLE>
<CAPTION>
                                    June 29, 1996       March 30, 1996
                                    -------------       --------------
<S>                                 <C>                 <C>
          Raw materials                $1,983              $1,782
          Work in process                 250                 233
          Finished goods                1,385               1,378
                                       ------              ------
                                       $3,618              $3,393
                                       ------              ------
                                       ------              ------
</TABLE>

3.  QUASI-REORGANIZATION:

In June 1993, the Company's Board of Directors approved quasi-reorganization 
procedures which were effective July 3, 1993, the end of the Company's first 
quarter of Fiscal 1994.

4.  WARRANTS:

In June 1996, 19,411 of the Company's warrants to purchase common stock at 
$0.75 per share were exercised.  These warrants had been issued to the Swiss 
bondholders in an exchange in Fiscal 1994.

5.  LINE OF CREDIT

In August 1996, the Company obtained a three-year revolving line of credit 
commitment from Norwest Business Credit, Inc. ("Norwest") secured by 
receivables with an interest rate of 2.25% over Norwest's prime rate.  The 
maximum line of credit to be extended is 80% of eligible accounts receivable 
or $2,000,000, whichever is less.  The line of credit is subject to executing 
satisfactory loan documentation.

                                     7

<PAGE>

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS

THE FOLLOWING DISCUSSION CONTAINS, IN ADDITION TO HISTORICAL INFORMATION, 
FORWARD-LOOKING STATEMENTS.  THE COMPANY'S ACTUAL RESULTS MAY DIFFER 
SIGNIFICANTLY FROM THE RESULTS DISCUSSED IN THE FORWARD-LOOKING STATEMENTS.  
FACTORS THAT COULD CAUSE OR CONTRIBUTE TO SUCH DIFFERENCES INCLUDE, BUT ARE 
NOT LIMITED TO, THOSE DISCUSSED BELOW AND IN THE COMPANY'S FISCAL 1996 ANNUAL 
REPORT ON FORM 10-K.

RESULTS OF OPERATIONS

Sales for the first quarter of fiscal 1997 were $5,152,000, a decrease of 
$132,000 or 2.5% compared to sales for the first quarter of the previous 
year.  The slight decrease in sales was due to the timing of sales orders.  
Orders expected in June 1996 were received in July 1996.

The gross margin decreased from 30% in the first quarter of fiscal 1996 to 
27% in the first quarter of fiscal 1997 due to a combination of the decrease 
in sales discussed above and overtime incurred for rework of certain products 
and to increase the level of inventory.

General and administrative expenses of $521,000 for the first quarter of 
fiscal 1997 decreased 6.4% compared to the first quarter of fiscal 1996 
primarily due to the elimination in the second quarter of fiscal 1996 of the 
management fee charged by Scherer Healthcare of approximately $20,000 per 
month and a decrease in legal fees due to the settlement of several pieces of 
litigation in fiscal 1996.

Interest expense increased 12.6% in the first quarter of fiscal 1997 compared 
to the same quarter in the prior fiscal year due to the accrual of interest 
expense to the Internal Revenue Service for settlements reached in fiscal 
1996.  During fiscal 1996, the Company sold its 10% investment in Seabrook 
Medical Systems, Inc. for a $200,000 gain.

LIQUIDITY AND CAPITAL RESOURCES

OPERATING ACTIVITIES:  Cash used in operations was $609,000 for the first 
quarter of fiscal 1997.  In the first quarter, inventories increased 
approximately $225,000 due to the Company's commitment to stocking inventory 
for improved customer service.  Also, in May 1996, the Company paid $170,000 
to settle a lawsuit with an insurance company.  Receivables and payables both 
declined in the first quarter due to normal seasonal selling patterns.

FINANCING ACTIVITIES:  During fiscal 1996, the Company and Scherer Capital, 
LLC. signed a loan agreement under which the Company may borrow up to 
$1,500,000 at 1-1/2% over prime, secured by inventory and equipment.  At June 
29, 1996, there is $800,000 of borrowing capacity available to the Company.  
On March 29, 1996, Scherer Capital purchased $1,000,000 of common stock of 
the Company at a rate of $0.70 per share.

The Company has obtained a three-year revolving line of credit commitment 
from Norwest Business Credit., Inc. ("Norwest") secured by receivables with 
an interest rate of 2.25% over Norwest's prime rate.  The maximum line of 
credit to be extended is 80% of eligible accounts receivable or $2,000,000, 
whichever is less.

Management of the Company believes that it can fund its current operating 
levels and capital expenditures from the funds from the sale of common stock 
in March 1996 and from available borrowings under the loan agreement with 
Scherer Capital and the committed line of credit.  To the extent that Fiscal 
1997 operations and borrowings are not sufficient to support anticipated 
capital expenditures, the Company's planned investment in capital projects will
be reduced.

                                     8

<PAGE>

                                   PART II
                             OTHER INFORMATION

ITEM L.  LEGAL PROCEEDINGS.

A products liability action was filed against the Company in California in 
1990 which was defended and settled during the trial by the Company's 
insurance company.  Under the insurance policy, the Company may have been 
responsible for a $250,000 self-insured retention plus the cost of defense.  
The Company claimed that the insurance company mishandled the lawsuit and 
declined to pay. The Company was sued by the insurance company in District 
Court, Arapahoe County, Colorado in February, 1994 who alleged damages of 
either $540,000 or $290,000.  In May 1996, the Company paid the insurance 
company $170,000 to settle the lawsuit and the lawsuit was dismissed with 
prejudice.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K.

(a)  Exhibits

        EXHIBIT NO.              DESCRIPTION                           PAGE

            27.       Financial Data Schedule (EDGAR version only)      11

(b)  Reports on Form 8-K

     There have beeen no reports on Form 8-K filed during the quarter for 
which this report on Form 10-Q is being filed.

                                     9

<PAGE>

                                  SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the 
registrant has duly caused this report to be signed on its behalf by the 
undersigned thereunto duly authorized.


Dated:  August 13, 1996                MARQUEST MEDICAL PRODUCTS, INC.


                                       /s/ William J. Thompson
                                       ------------------------------------
                                       William J. Thompson
                                       President


                                       /s/ Margaret Von der Schmidt
                                       ------------------------------------
                                       Margaret Von der Schmidt
                                       Vice President -- Finance and Chief 
                                       Financial Officer


                                     10

<PAGE>

                                       ANNEX XI
 
                          MMPI'S QUARTERLY REPORT ON FORM 10-Q
                    FOR THE FISCAL QUARTER ENDED SEPTEMBER 30, 1996

<PAGE>

                          SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C.  20549
                               ________________________

                                      FORM 10-Q

                      QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
                        OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal quarter ended September 28, 1996      Commission File No. 0-11484
                               ________________________

                           MARQUEST MEDICAL PRODUCTS, INC.
                (Exact name of Registrant as specified in its charter)

              COLORADO                             84-0785259
    (State or other jurisdiction of              (IRS Employer
    incorporation or organization)               Identification No.)

                11039 EAST LANSING CIRCLE, ENGLEWOOD, COLORADO  80112
             (Address of principal executive offices, including zip code)

                                    (303) 790-4835
                 (Registrant's telephone number, including area code)

                                         N/A
                (Former name, former address, and former fiscal year,
                            if changes since last report)





Indicate by check mark whether the Registrant (1) has filed all reports to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceeding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

                   YES  X              NO
                       ---                ---


Number of shares of common stock, no par value, of Registrant outstanding at
October 21, 1996.

                   14,265,624

<PAGE>

                           MARQUEST MEDICAL PRODUCTS, INC.
                                   AND SUBSIDIARIES
                             CONSOLIDATED BALANCE SHEETS
                                (THOUSANDS OF DOLLARS)


                                        ASSETS

                                                   September 28,     March 30,
                                                       1996            1996
                                                    -------------     ---------
                                                    (Unaudited)
CURRENT ASSETS
  Cash and cash equivalents                         $        481     $   1,635
  Trade accounts receivable, less allowances for
   doubtful accounts of $105 and $94, respectively         2,990         2,915
  Notes and other receivables                                 76           181
  Inventories                                              3,468         3,393
  Prepaid items                                              201           173
                                                     ------------     ---------

   Total current assets                                    7,216         8,297


PROPERTY, PLANT AND EQUIPMENT
  Land                                                     1,265         1,265
  Buildings                                                4,985         4,985
  Machinery and equipment                                  8,880         8,866
  Other                                                    2,552         2,523
  Construction in progress                                    64             2
                                                     ------------     ---------
                                                          17,746        17,641
  Less accumulated depreciation                         (11,000)      (10,586)
                                                     ------------     ---------
   Net property, plant and equipment                       6,746         7,055

OTHER ASSETS                                                  39            41

                                                     ------------     ---------
                                                    $     14,001     $  15,393
                                                     ------------     ---------
                                                     ------------     ---------

             The accompanying notes to Consolidated Financial Statements
              are an integral part of these consolidated balance sheets.

                                          2

<PAGE>

                           MARQUEST MEDICAL PRODUCTS, INC.
                                   AND SUBSIDIARIES
                             CONSOLIDATED BALANCE SHEETS
                     (THOUSANDS OF DOLLARS, EXCEPT SHARE AMOUNTS)

                    LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

                                                   September 28,     March 30,
                                                       1996            1996
                                                    -------------     ---------
                                                    (Unaudited)
CURRENT LIABILITIES
  Accounts payable                                  $        725     $   1,001
  Accrued liabilities                                      3,136         3,728
  Payable to related party                                    41            48
  Swiss debt principal and interest                          389           397
  Current maturities of long-term debt                        91           117
  Current maturities of capital lease obligation             305           289
                                                     ------------     ---------

   Total current liabilities                               4,687         5,580

CAPITAL LEASE OBLIGATION                                     379           536

NOTE PAYABLE TO BANK                                         837           858

SWISS NOTES PAYABLE                                        2,851         2,896

NOTE PAYABLE TO SCHERER CAPITAL, LLC.                        700           700


SHAREHOLDERS' EQUITY (DEFICIT)
  Common stock, no par value; 50,000,000
   shares authorized; 14,286,464 and 14,207,435 shares
   issued and outstanding, respectively                    9,899         9,834
  Warrants                                                   593           599
  Retained earnings(deficit) ($20,434 of retained
   deficit eliminated at July 3, 1993 relating to the
   quasi-reorganization)                                 (5,875)       (5,540)
  Treasury stock, 20,840 shares                             (70)          (70)
                                                     ------------     ---------
   Total shareholders' equity (deficit)                    4,547         4,823
                                                     ------------     ---------

                                                    $     14,001     $  15,393
                                                     ------------     ---------
                                                     ------------     ---------


             The accompanying notes to Consolidated Financial Statements
              are an integral part of these consolidated balance sheets.


                                          3

<PAGE>

                           MARQUEST MEDICAL PRODUCTS, INC.
                                   AND SUBSIDIARIES
                        CONSOLIDATED STATEMENTS OF OPERATIONS
              (THOUSANDS OF DOLLARS EXCEPT SHARE AND PER SHARE AMOUNTS)
                                     (UNAUDITED)

                                                        Three Months Ended
                                                    ---------------------------
                                                   September 28, September 30,
                                                       1996           1995
                                                    ------------- -------------

NET REVENUES                                        $      5,653     $   5,193
COST OF SALES                                             (3,925)       (3,510)
                                                     ------------     ---------

GROSS PROFIT                                               1,728         1,683

COSTS AND EXPENSES
  Selling and marketing expenses                            (945)         (917)
  General and administrative expenses                       (549)         (580)
  Research and development expenses                          (55)          (37)
                                                     ------------     ---------

OPERATING INCOME  (LOSS)                                     179           149

OTHER INCOME (EXPENSE)
  Other income (expense)                                      13           (11)
  Interest expense                                          (165)         (186)
  Foreign exchange gain (loss)                                 1             6
  Gain on sale of assets                                 --                  8
                                                     ------------     ---------

INCOME (LOSS) FROM OPERATIONS BEFORE INCOME TAXES             28           (34)
Provision for income taxes                               --             --
                                                     ------------     ---------

NET INCOME (LOSS)                                   $         28      $    (34)
                                                     ------------     ---------
                                                     ------------     ---------

Earnings (loss) per common share                    $       0.00     $    0.00
                                                     ------------     ---------
                                                     ------------     ---------

 Weighted average number of common shares
   outstanding during the period                      14,245,315     8,246,880
                                                     ------------     ---------
                                                     ------------     ---------


             The accompanying notes to Consolidated Financial Statements
                are an integral part of these consolidated statements.


                                          4

<PAGE>

                           MARQUEST MEDICAL PRODUCTS, INC.
                                   AND SUBSIDIARIES
                        CONSOLIDATED STATEMENTS OF OPERATIONS
              (THOUSANDS OF DOLLARS EXCEPT SHARE AND PER SHARE AMOUNTS)
                                     (UNAUDITED)

                                                         Six Months Ended
                                                    ---------------------------
                                                   September 28, September 30,
                                                       1996           1995
                                                    ------------- -------------

NET REVENUES                                        $     10,805     $  10,477
COST OF SALES                                             (7,685)       (7,189)
                                                     ------------     ---------

GROSS PROFIT                                               3,120         3,288

COSTS AND EXPENSES
  Selling and marketing expenses                          (2,012)       (1,971)
  General and administrative expenses                     (1,070)       (1,137)
  Research and development expenses                          (98)          (76)
                                                     ------------     ---------

OPERATING INCOME  (LOSS)                                     (60)          104

OTHER INCOME (EXPENSE)
  Other income (expense)                                      39           (13)
  Interest expense                                          (335)         (337)
  Foreign exchange gain (loss)                                21            17
  Gain on sale of assets                                 --                217
                                                     ------------     ---------

LOSS FROM OPERATIONS BEFORE INCOME TAXES                    (335)          (12)
Provision for income taxes                               --             --
                                                     ------------     ---------

NET INCOME (LOSS)                                   $       (335)     $    (12)
                                                     ------------     ---------
                                                     ------------     ---------

Earnings (loss) per common share                    $      (0.02)    $    0.00
                                                     ------------     ---------
                                                     ------------     ---------
 Weighted average number of common shares
   outstanding during the period                      14,218,621     8,224,090
                                                     ------------     ---------
                                                     ------------     ---------


             The accompanying notes to Consolidated Financial Statements
                are an integral part of these consolidated statements.

                                          5

<PAGE>

                           MARQUEST MEDICAL PRODUCTS, INC.
                                   AND SUBSIDIARIES
                        CONSOLIDATED STATEMENTS OF CASH FLOWS
                                (THOUSANDS OF DOLLARS)
                                     (UNAUDITED)

                                                          Six Months Ended
                                                    ---------------------------
                                                   September 28, September 30,
                                                        1996          1995
                                                    ------------- -------------

CASH FLOWS FROM OPERATING ACTIVITIES
 Net income (loss)                                   $      (335)     $    (12)
 Adjustments to reconcile net loss to net cash used
  in operations:
    Depreciation and amortization                            414           567
    Provision for losses on accounts receivable               11            11
    Foreign exchange (gain) loss                             (21)          (17)
    Gain on sale of assets                                  --            (217)
  Increase (decrease) in operating assets and
   liabilities:
    Accounts receivable                                      (86)          222
    Notes and other receivables                              105           (13)
    Inventories and prepaid items                           (103)         (129)
    Accounts payable, accrued liabilities and
     payable to related party                               (876)         (689)
    Accrued interest on Swiss bonds                           13            28
    Other                                                      2        --
                                                     ------------     ---------

NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES         (876)         (249)
                                                     ------------     ---------

CASH FLOWS FROM INVESTING ACTIVITIES
  Purchases of equipment                                    (105)          (22)
  Proceeds from sale of assets                           --                217
                                                     ------------     ---------

NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES         (105)          195
                                                     ------------     ---------

CASH FLOWS FROM FINANCING ACTIVITIES
 Issuance of common stock                                     15             1
 Principal payments on borrowings                           (188)         (114)
                                                     ------------     ---------

NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES         (173)         (113)
                                                     ------------     ---------

INCREASE (DECREASE) IN CASH AND CASH
 EQUIVALENTS                                              (1,154)         (167)

CASH AND CASH EQUIVALENTS, BEGINNING
 OF PERIOD                                                 1,635           562
                                                     ------------     ---------

CASH AND CASH EQUIVALENTS, END OF
 PERIOD                                             $        481     $     395
                                                     ------------     ---------
                                                     ------------     ---------

                                     (Continued)

                                          6

<PAGE>

                           MARQUEST MEDICAL PRODUCTS, INC.
                                   AND SUBSIDIARIES
                        CONSOLIDATED STATEMENTS OF CASH FLOWS
                                (THOUSANDS OF DOLLARS)
                                     (UNAUDITED)

                                                   September 28,   September 30,
                                                       1996            1995
                                                   ------------     ---------

NONCASH INVESTING AND FINANCING
 TRANSACTIONS:

  Warrants exercised:
    Warrants                                      $         (6)     $    (13)
    Swiss notes                                            (45)          (40)
    Common stock                                            51            53
                                                   ------------     ---------
                                                  $     --         $   --
                                                   ------------     ---------
                                                   ------------     ---------

  Capital lease:
   Repayment of notes payable                     $     --          $   (104)
   Purchases of property and equipment                  --              (191)
   Capital lease addition                               --               295
                                                   ------------     ---------
                                                  $     --         $   --
                                                   ------------     ---------
                                                   ------------     ---------



             The accompanying notes to Consolidated Financial Statements
                      are an integral part of these statements.

                                          7

<PAGE>

                           MARQUEST MEDICAL PRODUCTS, INC.
                                   AND SUBSIDIARIES
                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                     (UNAUDITED)


1.  REPORT OF MANAGEMENT:

The management of Marquest Medical Products, Inc. (the "Company") is responsible
for the integrity of the financial information presented.  The financial
statements have been prepared in accordance with generally accepted accounting
principles and they include amounts that are based on management's best
estimates and judgment.  These unaudited interim financial statements reflect
all adjustments which are, in the opinion of management, necessary to a fair
statement of the results of the interim periods presented.

Management relies upon the Company's system of internal controls in meeting its
responsibilities for maintaining reliable financial records.  This system is
designed to provide reasonable assurance that assets are safeguarded and that
transactions are properly recorded and executed in accordance with management's
intentions.  Judgments are required to assess and balance the relative cost and
expected benefits of such controls.

2.  INVENTORIES:

Inventories consist of the following (in thousands of dollars):

                        September 28, 1996       March 30, 1996
                        ------------------       --------------

         Raw materials       $1,870                   $1,782
         Work in process        297                      233
         Finished goods       1,301                    1,378

                             ------                   ------
                             $3,468                   $3,393
                             ------                   ------
                             ------                   ------


3.  QUASI-REORGANIZATION:

In June 1993, the Company's Board of Directors approved quasi-reorganization
procedures which were effective July 3, 1993, the end of the Company's first
quarter of fiscal 1994.


4.  WARRANTS:

In June and August 1996, 19,411 and 59,618, respectively, of the Company's
warrants to purchase common stock at $0.75 per share were exercised.  These
warrants had been issued to the Swiss bondholders in an exchange in fiscal 1994.


5.  LINE OF CREDIT

The Company has obtained a two and one-half year revolving line of credit from
Norwest Business Credit, Inc. ("Norwest") secured by receivables with an
interest rate of 2.25% over Norwest's prime rate.  The maximum line of credit to
be extended is 80% of eligible accounts receivable or $2,000,000, whichever is
less.

                                          8

<PAGE>

6.  FOOD AND DRUG ADMINISTRATION

The Company is subject to regulation by the Food and Drug Administration ("FDA")
regarding the manufacture and sale of the Company's products.  On October 1,
1991, the Company entered into a five-year Consent Decree with the FDA in which
the Company agreed to comply with the FDA's Current Good Manufacturing Practices
("cGMP").  As of October 1, 1996, the Company has satisfactorily met the
requirements of the Consent Decree and all other obligations required by the
FDA.  The Company continues to manufacture product in compliance with cGMP's.


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS

THE FOLLOWING DISCUSSION CONTAINS, IN ADDITION TO HISTORICAL INFORMATION,
FORWARD-LOOKING STATEMENTS.  THE COMPANY'S ACTUAL RESULTS MAY DIFFER
SIGNIFICANTLY FROM THE RESULTS DISCUSSED IN THE FORWARD-LOOKING STATEMENTS.
FACTORS THAT COULD CAUSE OR CONTRIBUTE TO SUCH DIFFERENCES INCLUDE, BUT ARE NOT
LIMITED TO, THOSE DISCUSSED BELOW AND IN THE COMPANY'S FISCAL 1996 ANNUAL REPORT
ON FORM 10-K.


RESULTS OF OPERATIONS

Sales for the second quarter of fiscal 1997 were $5,653,000, an increase of
$460,000 or 8.8% compared to sales for the second quarter of the previous year.
A portion of this increase is due to the timing of orders.  The first quarter
sales were $132,000 less than the prior year because orders expected in June
were received in July.  Approximately $300,000 of the increased sales is due to
sales to Ciba Corning Diagnostics, with whom Marquest signed a contract in late
fiscal 1996 for the sale of arterial blood gas syringes.

The gross margin decreased from 32.4% in the second quarter of fiscal 1996 to
30.6% in the second quarter of fiscal 1997, and decreased from 31.4% to 28.9%
for the first six months of fiscal 1996 and 1997, respectively.  The decrease is
due to incremental manufacturing costs related to component quality and an
increase in the cost of heated humidification units provided to customers.
Units are provided to hospitals at no charge in exchange for agreements to
purchase specified levels of disposable products.  In fiscal 1997, more new
units are being provided to hospitals.

Operating expenses have remained flat for the second quarter and for the first
six months compared to the prior year.  During the first quarter of fiscal 1996,
the Company sold its 10% investment in Seabrook Medical Systems, Inc. for a
$200,000 gain.

LIQUIDITY AND CAPITAL RESOURCES

OPERATING ACTIVITIES:  Cash used in operations was $876,000 for the first six
months of fiscal 1997.  This decrease was due to a reduction in payables and
accrued liabilities due to normal seasonal selling patterns and the payment of
various legal settlements.

FINANCING ACTIVITIES:  During fiscal 1996, the Company and Scherer Capital, LLC.
signed a loan agreement under which the Company may borrow up to $1,500,000 at
1-1/2% over prime, secured by inventory and equipment.  At September 28, 1996,
there is $800,000 of borrowing capacity available to the Company.  On March 29,
1996, Scherer Capital purchased $1,000,000 of common stock of the Company at a
rate of $0.485 per share.

The Company has obtained a two and one-half year revolving line of credit from
Norwest Business Credit., Inc. ("Norwest") secured by receivables with an
interest rate of 2.25% over Norwest's prime rate.  The maximum line of credit to
be extended is 80% of eligible accounts receivable or $2,000,000, whichever is
less.

Management of the Company believes that it can fund its current operating levels
and capital expenditures from the funds from the sale of common stock in March
1996 and from available borrowings under the loan agreement 


                                          9

<PAGE>

with Scherer Capital
and the line of credit.  To the extent that fiscal 1997 operations and
borrowings are not sufficient to support anticipated capital expenditures, the
Company's planned investment in capital projects will be reduced.

                                       PART II
                                  OTHER INFORMATION


ITEM 4.  SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS.

The annual meeting of shareholders was held on August 22, 1996.  The following
directors were elected:

                                  Shares in Favor          Shares Withheld
                                  ---------------          ---------------

         Charles R. Atkins III      13,187,661                 407,643
         Stephen Lukas, Sr.         13,185,551                 409,753
         Jack W. Payne              13,187,151                 408,153
         Kenneth H. Robertson       13,188,151                 407,153
         Robert P. Scherer, Jr.     13,187,156                 408,148
         Mack D. Tindal             13,188,051                 407,253
         William J. Thompson        13,187,107                 408,197
         Jack L. York               13,130,461                 464,843

The proposal to amend the Marquest Medical Products, Inc. Incentive and
Non-Qualified Stock Option Plan to increase the number of shares of common stock
as to which options may be granted from 1,250,000 to 1,750,000 was approved with
the following vote:  FOR - 13,065,880, AGAINST - 407,143, ABSTAIN - 16,199.


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K.

(a)  Exhibits

         Exhibit No.                   Description                        Page
         -----------                   -----------                        ----

             27.        Financial Data Schedule (EDGAR version only)       12

(b)  Reports on Form 8-K

    There have beeen no reports on Form 8-K filed during the quarter for which
    this report on Form 10-Q is being filed.

                                          10

<PAGE>

                                      SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.


Dated:  November 12, 1996         MARQUEST MEDICAL PRODUCTS, INC.


                             /s/ William J. Thompson
                             ---------------------------------------------
                             William J. Thompson
                             President




                             /s/ Margaret Von der Schmidt
                             ---------------------------------------------
                             Margaret Von der Schmidt
                             Vice President - Finance and Chief Financial
                             Officer

                                          11
<PAGE>

                                        ANNEX XII

                          MMPI'S QUARTERLY REPORT ON FORM 10-Q
                    FOR THE FISCAL QUARTER ENDED DECEMBER 28, 1996

<PAGE>

                          SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C.  20549
                               ________________________

                                      FORM 10-Q

                      QUARTERLY REPORT UNDER SECTION 13 OR 15(D)
                        OF THE SECURITIES EXCHANGE ACT OF 1934

  For the fiscal quarter ended December 28, 1996   Commission File No. 0-11484
                               ________________________

                           MARQUEST MEDICAL PRODUCTS, INC.
                (Exact name of Registrant as specified in its charter)

              COLORADO                                   84-0785259
         (State or other jurisdiction of              (IRS Employer
         incorporation or organization)               Identification No.)

                11039 EAST LANSING CIRCLE, ENGLEWOOD, COLORADO  80112
             (Address of principal executive offices, including zip code)

                                    (303) 790-4835
                 (Registrant's telephone number, including area code)

                                         N/A
     (Former name, former address, and former fiscal year, if changes since last
report)











Indicate by check mark whether the Registrant (1) has filed all reports to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceeding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

              YES  X              NO
                 -----              -----



Number of shares of common stock, no par value, of Registrant outstanding at
January 16, 1997.

              14,267,473

<PAGE>

                            PART I. FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATMENTS

                           MARQUEST MEDICAL PRODUCTS, INC.
                                   AND SUBSIDIARIES
                             CONSOLIDATED BALANCE SHEETS
                                (THOUSANDS OF DOLLARS)


                                        ASSETS


                                                      December 28     March 30,
                                                         1996           1996
                                                      -----------    ----------
                                                      (Unaudited)
CURRENT ASSETS
  Cash and cash equivalents                           $      513     $   1,635
  Trade accounts receivable, less allowances for
    doubtful accounts of $124 and $94, respectively        2,712         2,915
  Notes and other receivables                                 70           181
  Inventories                                              3,605         3,393
  Prepaid items                                              176           173
                                                      -----------    ----------
    Total current assets                                   7,076         8,297


PROPERTY, PLANT AND EQUIPMENT
  Land                                                     1,265         1,265
  Buildings                                                4,985         4,985
  Machinery and equipment                                  8,942         8,866
  Other                                                    2,552         2,523
  Construction in progress                                    47             2
                                                      -----------    ----------
                                                          17,791        17,641
  Less accumulated depreciation                          (11,193)      (10,586)
                                                      -----------    ----------
    Net property, plant and equipment                      6,598         7,055

OTHER ASSETS                                                  69            41

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

                                                      -----------    ----------
                                                      $   13,743     $  15,393
                                                      -----------    ----------
                                                      -----------    ----------


             The accompanying notes to Consolidated Financial Statements
              are an integral part of these consolidated balance sheets.

                                          2


<PAGE>

                           MARQUEST MEDICAL PRODUCTS, INC.
                                   AND SUBSIDIARIES
                             CONSOLIDATED BALANCE SHEETS
                     (THOUSANDS OF DOLLARS, EXCEPT SHARE AMOUNTS)

                    LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)


                                                       December 28,   March 30,
                                                          1996          1996
                                                       -----------   ----------
                                                       (Unaudited)
CURRENT LIABILITIES
  Accounts payable                                     $   1,195     $   1,001
  Accrued liabilities                                      2,838         3,728
  Payable to related party                                    40            48
  Swiss debt principal and interest                          368           397
  Current maturities of long-term debt                        93           117
  Current maturities of capital lease obligation             313           289
                                                       ------------  ----------

    Total current liabilities                              4,847         5,580

CAPITAL LEASE OBLIGATION                                     298           536

NOTE PAYABLE TO BANK                                         813           858

SWISS NOTES PAYABLE                                        2,851         2,896

NOTE PAYABLE TO SCHERER CAPITAL, LLC.                        700           700


SHAREHOLDERS' EQUITY (DEFICIT)
  Common stock, no par value; 50,000,000
   shares authorized; 14,288,313 and 14,207,435 shares
   issued and outstanding, respectively                    9,900         9,834
  Warrants                                                   593           599
  Retained earnings(deficit) ($20,434 of retained
   deficit eliminated at July 3, 1993 relating to the
   quasi-reorganization)                                  (6,189)       (5,540)
  Treasury stock, 20,840 shares                              (70)          (70)
                                                       ------------  ----------
    Total shareholders' equity (deficit)                   4,234         4,823
                                                       ------------  ----------

                                                       $  13,743     $  15,393
                                                       ------------  ----------
                                                       ------------  ----------




             The accompanying notes to Consolidated Financial Statements
              are an integral part of these consolidated balance sheets.


                                          3

<PAGE>

                           MARQUEST MEDICAL PRODUCTS, INC.
                                   AND SUBSIDIARIES
                        CONSOLIDATED STATEMENTS OF OPERATIONS
              (THOUSANDS OF DOLLARS EXCEPT SHARE AND PER SHARE AMOUNTS)
                                     (UNAUDITED)


                                                       Three Months Ended
                                                   ----------------------------
                                                   December 28,    December 30,
                                                       1996           1995
                                                   ------------   -------------

NET REVENUES                                       $    5,035     $      5,739
COST OF SALES                                          (3,430)          (3,960)
                                                   ------------   -------------

GROSS PROFIT                                            1,605            1,779

COSTS AND EXPENSES
  Selling and marketing expenses                       (1,054)            (979)
  General and administrative expenses                    (511)            (620)
  Research and development expenses                       (97)             (36)
                                                   ------------   -------------

OPERATING INCOME  (LOSS)                                  (57)             144

OTHER INCOME (EXPENSE)
  Other income (expense)                                 (112)              91
  Interest expense                                       (172)            (169)
  Foreign exchange gain (loss)                             27               (2)
    Gain on sale of assets                                 --                8
                                                   ------------   -------------

INCOME (LOSS) FROM OPERATIONS BEFORE INCOME TAXES        (314)              72
Provision for income taxes                                 --             (697)
                                                   ------------   -------------

NET INCOME (LOSS)                                  $     (314)    $       (625)
                                                   ------------   -------------
                                                   ------------   -------------

Earnings (loss) per common share                   $    (0.02)    $      (0.08)
                                                   ------------   -------------
                                                   ------------   -------------

 Weighted average number of common shares
   outstanding during the period                    14,265,848       8,246,880
                                                   ------------   -------------
                                                   ------------   -------------




             The accompanying notes to Consolidated Financial Statements
                are an integral part of these consolidated statements.

                                          4


<PAGE>

                           MARQUEST MEDICAL PRODUCTS, INC.
                                   AND SUBSIDIARIES
                        CONSOLIDATED STATEMENTS OF OPERATIONS
              (THOUSANDS OF DOLLARS EXCEPT SHARE AND PER SHARE AMOUNTS)
                                     (UNAUDITED)

                                                      Nine Months Ended
                                                 -----------------------------
                                                 December 28,     December 30,
                                                     1996            1995
                                                 ------------     ------------

NET REVENUES                                     $     15,840     $     16,216
COST OF SALES                                         (11,115)         (11,149)
                                                 ------------     ------------

GROSS PROFIT                                            4,725            5,067

COSTS AND EXPENSES
  Selling and marketing expenses                       (3,066)          (2,950)
  General and administrative expenses                  (1,581)          (1,757)
  Research and development expenses                      (195)            (112)
                                                 ------------     ------------

OPERATING INCOME  (LOSS)                                 (117)             248

OTHER INCOME (EXPENSE)
  Other income (expense)                                  (73)              78
  Interest expense                                       (507)            (506)
  Foreign exchange gain (loss)                             48               15
  Gain on sale of assets                               --                  225
                                                 ------------     ------------

LOSS FROM OPERATIONS BEFORE INCOME TAXES                 (649)              60
Provision for income taxes                             --                 (697)
                                                 ------------     ------------

NET INCOME (LOSS)                                $       (649)    $       (637)
                                                 ------------     ------------
                                                 ------------     ------------

Earnings (loss) per common share                 $      (0.05)    $      (0.08)
                                                 ------------     ------------
                                                 ------------     ------------

 Weighted average number of common shares
  outstanding during the period                    14,234,363        8,231,715
                                                 ------------     ------------
                                                 ------------     ------------




             The accompanying notes to Consolidated Financial Statements
                are an integral part of these consolidated statements.


                                          5

<PAGE>

                           MARQUEST MEDICAL PRODUCTS, INC.
                                   AND SUBSIDIARIES
                        CONSOLIDATED STATEMENTS OF CASH FLOWS
                                (THOUSANDS OF DOLLARS)
                                     (UNAUDITED)

<TABLE>
<CAPTION>
                                                                   Nine Months Ended
                                                           --------------------------------
                                                           December 28,        December 30,
                                                               1996                1995
                                                           ------------        ------------
<S>                                                        <C>                 <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net income (loss)                                        $       (649)       $       (637)
  Adjustments to reconcile net loss to net cash used
    in operations:
      Depreciation and amortization                                 614                 819
      Provision for losses on accounts receivable                    16                  17
      Foreign exchange (gain) loss                                  (48)                (15)
      Gain on sale of assets                                     --                    (225)
      Gain on extinguishment of debt                             --                     (32)
      Increase (decrease) in operating assets and
       liabilities:
         Accounts receivable                                        186                 258
         Notes and other receivables                                111                 (24)
         Inventories and prepaid items                             (215)               (439)
         Accounts payable, accrued liabilities and
          payable to related party                                 (704)               (158)
         Accrued interest on Swiss bonds                             19                  42
         Other                                                      (35)                 --
                                                           ------------        ------------
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES                (705)               (394)
                                                           ------------        ------------

CASH FLOWS FROM INVESTING ACTIVITIES
    Purchases of equipment                                         (150)                (39)
    Proceeds from sale of assets                                 --                     225
                                                           ------------        ------------
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES                (150)                186
                                                           ------------        ------------

CASH FLOWS FROM FINANCING ACTIVITIES
  Payments on Swiss bond principal and interest                  --                    (146)
  Proceeds from note payable to Scherer Capital                  --                   1,100
  Issuance of common stock                                           16                   1
  Principal payments on borrowings                                 (283)               (360)
                                                           ------------        ------------
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES                (267)                595
                                                           ------------        ------------

INCREASE (DECREASE) IN CASH AND CASH
  EQUIVALENTS                                                    (1,122)                387

CASH AND CASH EQUIVALENTS, BEGINNING
  OF PERIOD                                                       1,635                 562
                                                           ------------        ------------

CASH AND CASH EQUIVALENTS, END OF
  PERIOD                                                   $        513        $        949
                                                           ------------        ------------
                                                           ------------        ------------
</TABLE>

                                     (Continued)

                                          6


<PAGE>

                           MARQUEST MEDICAL PRODUCTS, INC.
                                   AND SUBSIDIARIES
                        CONSOLIDATED STATEMENTS OF CASH FLOWS
                                (THOUSANDS OF DOLLARS)
                                     (UNAUDITED)



                                                   Nine Months Ended
                                            --------------------------------
                                            December 28,        December 30,
                                                1996                1995
                                            ------------        ------------
NONCASH INVESTING AND FINANCING
  TRANSACTIONS:

  Warrants exercised:
    Warrants                                $        (6)        $       (13)
    Swiss notes                                     (45)                (40)
    Common stock                                     51                  53
                                            ------------        ------------
                                            $    --             $    --
                                            ------------        ------------
                                            ------------        ------------

  Capital lease:
    Repayment of notes payable              $    --             $      (220)
    Purchases of property and equipment          --                    (364)
    Capital lease addition                       --                     584
                                            ------------        ------------
                                            $    --             $    --
                                            ------------        ------------
                                            ------------        ------------

  Swiss Bond exchange:
    Issuance of Swiss notes payable         $    --             $       259
    Repayment of Swiss Bond principal            --                    (291)
    Gain on exchange                             --                      32
                                            ------------        ------------
                                            $    --             $    --
                                            ------------        ------------
                                            ------------        ------------



             The accompanying notes to Consolidated Financial Statements
                      are an integral part of these statements.

                                          7


<PAGE>

                           MARQUEST MEDICAL PRODUCTS, INC.
                                   AND SUBSIDIARIES
                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                     (UNAUDITED)


1.  REPORT OF MANAGEMENT:

The management of Marquest Medical Products, Inc. (the "Company") is responsible
for the integrity of the financial information presented.  The financial
statements have been prepared in accordance with generally accepted accounting
principles and they include amounts that are based on management's estimates and
judgment.  These unaudited interim financial statements reflect all adjustments
which are, in the opinion of management, necessary to a fair statement of the
results of the interim periods presented.

Management relies upon the Company's system of internal controls in meeting its
responsibilities for maintaining reliable financial records.  This system is
designed to provide reasonable assurance that assets are safeguarded and that
transactions are properly recorded and executed in accordance with management's
intentions.  Judgments are required to assess and balance the relative cost and
expected benefits of such controls.


2.  INVENTORIES:

Inventories consist of the following (in thousands of dollars):

                          December 28, 1996            March 30, 1996
                          -----------------            --------------
    Raw materials                $2,254                   $1,782
    Work in process                 338                      233
    Finished goods                1,013                    1,378
                                 ______                   ______
                                 $3,605                   $3,393
                                  =====                    =====


3.  QUASI-REORGANIZATION:

In June 1993, the Company's Board of Directors approved quasi-reorganization
procedures which were effective July 3, 1993, the end of the Company's first
quarter of fiscal 1994.


4.  WARRANTS:

In June, August and December, 1996, 19,411, 59,618 and 1,849, respectively, of
the Company's warrants to purchase common stock at $0.75 per share were
exercised.  These warrants had been issued to Swiss bondholders in exchange
transactions during fiscal 1994.


5.  LINE OF CREDIT

The Company has obtained a revolving line of credit from Norwest Business
Credit, Inc. ("Norwest") secured by receivables with an interest rate of 2.25%
over Norwest's prime rate, expiring February 28, 1999.  The maximum line of
credit to be extended is 80% of eligible accounts receivable or $2,000,000,
whichever is less.  There have been no borrowings on the line of credit.


                                          8

<PAGE>

6.  FOOD AND DRUG ADMINISTRATION

The Company is subject to regulation by the Food and Drug Administration ("FDA")
regarding the manufacture and sale of the Company's products.  On October 1,
1991, the Company entered into a five-year Consent Decree with the FDA in which
the Company agreed to comply with the FDA's Current Good Manufacturing Practices
("cGMP").  As of October 1, 1996, the Consent Decree expired.

7.  JAPANESE PATENT

In a Complaint filed in September 1996, the Company's distributor of arterial
blood gas products in Japan is alleged to infringe the patent of Terumo K.K.,
resulting in a request for an injunction against the distributor from further
marketing and sale of arterial blood gas samplers manufactured by the Company
and distributed in Japan.  The Complaint does not currently name the Company.
The Company is paying the cost to defend its distributor in the litigation and
has engaged Japanese counsel.  Due to the preliminary nature of this litigation,
there can be no assessment as to the potential impact on the Company.


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS


RESULTS OF OPERATIONS

Sales for the third quarter of fiscal 1997 were $5,035,000, a decrease of
$704,000 or 12.3% compared to sales of $5,739,000 for the third quarter of the
previous year.  Year-to-date sales of $15,840,000 declined by  $376,000 or 2.3%
compared to sales for the nine-month period of the prior fiscal year.  A portion
of the overall decrease is due to sales to one OEM manufacturer in fiscal 1996,
who did not order in fiscal 1997.  Also, as a result of the Company's expanded
European warehouse facility, some foreign customers are changing buying
patterns, placing more frequent smaller orders in contrast to large orders.
This practice caused a delay in expected purchases during the third quarter.

The gross margin increased from 31% in the third quarter of fiscal 1996 to 31.9%
in the third quarter of fiscal 1997, and decreased from 31.2% to 29.8% for the
first nine months of fiscal 1996 and 1997, respectively.  The year-to-date
decrease is due to (i) overtime incurred for rework of certain products, (ii)
the Company's commitment to improved quality systems to meet international
standards and (iii) an increase in the level of heated humidification units
provided to customers.  Heated humidification units are provided to hospitals at
no charge in exchange for agreements to purchase specified levels of disposable
products.  In fiscal 1997, more new units are being provided to hospitals.

Operating expenses have remained steady for the third quarter and for the first
nine months compared to the prior year.  During the first quarter of fiscal
1996, the Company sold its 10% investment in Seabrook Medical Systems, Inc. for
a $200,000 gain.

LIQUIDITY AND CAPITAL RESOURCES

OPERATING ACTIVITIES:  Cash used in operations was $705,000 for the first nine
months of fiscal 1997 compared to $394,000 for the comparable period in fiscal
1996.  This decrease was due to a reduction in payables and accrued liabilities
due resulting from payment of various legal settlements and monthly payments to
the Internal Revenue Service.

FINANCING ACTIVITIES:  During fiscal 1996, the Company and Scherer Capital, LLC.
signed a loan agreement under which the Company may borrow up to $1,500,000 at
1-1/2% over prime, secured by inventory and equipment.  At December 28, 1996,
there is $800,000 of borrowing capacity available to the Company under that
facility and


                                          9


<PAGE>

$2,000,000 under a revolving credit facility.  On March 29, 1996, Scherer
Capital purchased $1,000,000 of common stock of the Company for $0.485 per
share.

The Company has obtained a revolving line of credit from Norwest Business
Credit., Inc. ("Norwest") secured by receivables with an interest rate of 2.25%
over Norwest's prime rate, expiring February 28, 1999.  The maximum line of
credit to be extended is 80% of eligible accounts receivable or $2,000,000,
whichever is less.  All of the line is available for borrowing at December 28,
1996.  The covenants for the line of credit provide that the company must
maintain a debt service coverage ratio of 1:1 at the end of fiscal 1997 and the
maximum net loss cannot exceed $50,000 for fiscal 1997.

Management of the Company believes that it can fund its current operating levels
and capital expenditures from the funds from the sale of common stock in March
1996 and from available borrowings under the loan agreement with Scherer Capital
and the line of credit.  To the extent that fiscal 1997 operations and
borrowings are not sufficient to support anticipated capital expenditures, the
Company's planned investment in capital projects will be reduced.

                                       PART II
                                  OTHER INFORMATION


ITEM 1.  LEGAL PROCEEDINGS.

In a Complaint filed in September 1996, the Company's distributor of arterial
blood gas products in Japan is alleged to infringe the patent of Terumo K.K.,
resulting in a request for an injunction against the distributor from further
marketing and sale of arterial blood gas samplers manufactured by the Company
and distributed in Japan.  The Complaint does not currently name the Company.
The Company is paying the cost to defend its distributor in the litigation and
has engaged Japanese counsel.  Due to the preliminary nature of this litigation,
there can be no assessment as to the potential impact on the Company.


ITEM 5.  OTHER INFORMATION.

The Company is subject to regulation by the Food and Drug Administration ("FDA")
regarding the manufacture and sale of the Company's products.  On October 1,
1991, the Company entered into a five-year Consent Decree with the FDA in which
the Company agreed to comply with the FDA's Current Good Manufacturing Practices
("cGMP").  As of October 1, 1996, the Consent Decree expired.


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K.

(a)  Exhibits

    Exhibit No.              Description                                  Page
    -----------              -----------                                  ----

       4.          Credit and Security Agreement by and between
                   Marquest Medical Products, Inc. and Norwest Business
                   Credit, Inc. dated November 5, 1996                     12

      27.          Financial Data Schedule (EDGAR version only)            65

(b)  Reports on Form 8-K

    There have been no reports on Form 8-K filed during the quarter for which
    this report on Form 10-Q is being filed.


                                          10

<PAGE>

                                      SIGNATURES




Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.


Dated:  February 5, 1997     MARQUEST MEDICAL PRODUCTS, INC.


                             /s/ William J. Thompson
                             -------------------------------------
                             William J. Thompson
                             President




                             /s/ Margaret Von der Schmidt
                             -------------------------------------
                             Margaret Von der Schmidt
                             Vice President - Finance and Chief Financial
                                   Officer


                                          11


© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission