CELL ROBOTICS INTERNATIONAL INC, POS AM, 1996-07-18

CELL ROBOTICS INTERNATIONAL INC
POS AM, 1996-07-18
LABORATORY ANALYTICAL INSTRUMENTS

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<PAGE>
As filed with the Securities and Exchange Commission on July 15, 1996.
Registration No. 33-80347
===============================================================================

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM SB-2

REGISTRATION STATEMENT
UNDER
SECURITIES ACT OF 1933

CELL ROBOTICS INTERNATIONAL, INC.
---------------------------------
(Name of small business issuer in its Charter)

Colorado 5049-05 84-1153295
- ----------------------- ---------------------- ----------------------
(State or other juris- (Primary Standard IRS Employer
diction of incorporation Industrial Classifica- Identification Number
or organization) tion Code Number)

2715 Broadbent Parkway N.E.
Albuquerque, New Mexico 87107
(505) 343-1131
(Address, including zip code, and telephone number, including area code,
of Registrant's principal executive offices)

Dr. Ronald K. Lohrding, President
2715 Broadbent Parkway N.E.
Albuquerque, New Mexico 87107
(505) 343-1131
(Name, address, including zip code, and telephone number
of agent for service of process)

Copies to:
Clifford L. Neuman, Esq.
Neuman & Cobb
1507 Pine Street
Boulder, Colorado 80302
(303) 449-2100

Approximate date of commencement of proposed sale to public:
As soon as practicable after the effective date of the Registration Statement.

If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933 check, the following box. [ X ]

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

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

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
==============================================================================
<PAGE>
<PAGE>

The Registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until the Registrant shall file
a further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.<PAGE>
<PAGE>
<TABLE>

CELL ROBOTICS INTERNATIONAL, INC.
<CAPTION>
Item No. and Heading Location
In Form SB-2 in Prospectus
Registration Statement -------------
----------------------
<S> <C> <C>
1. Forepart of the Registration Statement Forepart of Registration
Statement and outside front cover page outside front cover page of
Prospectus Prospectus

2. Inside front and outside back cover pages Inside front and outside
of Prospectus back cover pages of
Prospectus

3. Summary Information, Risk Factors and Risk Factors
Ratio of Earnings to Fixed Charges

4. Use of Proceeds Use of Proceeds

5. Determination of Offering Price Front Cover Page;
Determination of Offering
Price

6. Dilution Dilution

7. Selling Securityholders Selling Securityholders

8. Plan of Distribution Plan of Distribution

9. Legal Proceedings Legal Proceedings

10. Directors, Executive Officers, Promoters Management
and Control Persons

11. Security Ownership of Certain Beneficial Security Ownership of
Owners Certain Beneficial
and Management Owners and Management

12. Description of Securities to be Registered Description of Securities

13. Interest of Named Experts and Counsel Legal Matters

14. Disclosure of SEC Position on Indemnification
Indemnification for Securities Act
Liabilities

15. Organization Within Last Five Years *

16. Description of Business Prospectus Summary; Risk
Factors; Business

17. Management's Discussion and Analysis or Management's Discussion and
Plan of Operation Analysis of Financial
Condition and Results of
Operations

18. Description of Property Business
<PAGE>
<PAGE>
19. Certain Relationships and Related Certain Relationships and
Transactions Related Transactions

20. Market for Common Equity and Related Certain Market Information
Stockholder Matters

21. Executive Compensation Executive Compensation

22. Financial Statements Financial Statements

23. Changes in and Disagreements with Changes in Accountants
Accountants on Accounting and
Financial Disclosure

- -------------------------------
<FN>
* Omitted from Prospectus because Item inapplicable or answer is in the
negative
</FN>
</TABLE>
<PAGE>
<PAGE>
PROSPECTUS

CELL ROBOTICS INTERNATIONAL, INC.

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

3,464,000 Shares

$.004 par value Common Stock
-----------------------------------------------------------

1,265,000 Redeemable Class A Common Stock Purchase Warrants

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

This Prospectus relates to the offering of securities of Cell Robotics
International, Inc., a Colorado corporation (the "Company" or "CRI").

The first offering relates to the reoffer of 1,969,000 shares of the
Common Stock, $.004 par value ("Common Stock"), and 1,150,000 Redeemable
Class A Common Stock Purchase Warrants ("Class A Warrants") owned by certain
stockholders and warrantholders of the Company ("Selling Securityholders" and
the "Selling Securityholders Offering," respectively). Each Class A Warrant
entitles the holder thereof to purchase one (1) share of Common Stock at an
exercise price of $1.75 per share for the period commencing upon the effective
date of the Registration Statement (the "Registration Statement"), of which
this Prospectus forms a part, registering for sale under the Securities Act of
1933, as amended (the "Securities Act"), the shares of Common Stock issuable
upon exercise of the Class A Warrants (the "Warrant Stock") and expiring on
December 31, 2000. The Company has the right to redeem all of the outstanding
and unexercised Class A Warrants at a redemption price of $0.25 per Class A
Warrant upon thirty (30) days' written notice in the event (i) the Registration
Statement has been filed and is in effect covering the issuance of the shares
of Warrant Stock; (ii) there exists a public trading market on the NASDAQ
SmallCap Market ("NASDAQ") or the OTC Electronic Bulletin Board ("Bulletin
Board") for the Company's Common Stock; and (iii) the closing public trading
price of the Company's Common Stock has equalled or exceeded $3.50 per share
for ten (10) or more consecutive trading days.

The Selling Securityholders may offer all 1,969,000 shares of the
Company's Common Stock and 1,150,000 Class A Warrants covered by this
Prospectus in transactions in the over-the-counter market at prices obtainable
at the time of sale, or in privately negotiated transactions at prices
determined by negotiation. The Selling Securityholders may effect such
transactions by selling the shares or Class A Warrants to or through securities
broker-dealers, and such broker-dealers may receive compensation in the form of
discounts, concessions, or commissions from the Selling Securityholders, and/or
the purchasers of the shares or Class A Warrants for whom such broker-dealers
may act as agent or to whom they sell as principals, or both (which
compensation as to a particular broker-dealer may be in excess of customary
commissions). (See "SELLING SECURITYHOLDERS" and "PLAN OF DISTRIBUTION".) The
Selling Securityholders and the brokers and dealers through whom sales of the
shares are made may be deemed to be "underwriters" within the meaning of the
Securities Act of 1933, as amended (the "Securities Act"), and any profits
realized by them on the sale of the shares may be considered to be underwriting
compensation.

This Prospectus also relates to the offer by the Company of 230,000 shares
of Common Stock and Class A Warrants exercisable to purchase an additional
115,000 shares issuable to Paulson Investment Company, Inc. ("Paulson")
pursuant to a Placement Agent's Warrant granted to Paulson in connection with a
private offering undertaken by the Company in the third quarter of 1995 (the
"Placement Agent's Warrant Offering"). The Placement Agent's Warrant is
exercisable to purchase 11.5 Units at a price of $25,000 per Unit, each Unit
consisting of 20,000 shares of Common Stock and 10,000 Class A Warrants. (See
"BUSINESS - Recent Financing.")

This Prospectus also relates to the offer by the Company of up to
1,265,000 shares of Warrant Stock issuable upon exercise of the outstanding
1,150,000 Class A Warrants and upon exercise of the 115,000 Class A Warrants
issuable upon exercise of the Placement Agent's Warrant (the "Company
Offering").

The Company will not receive any of the proceeds from the sale of shares
of Common Stock or Class A Warrants by the Selling Securityholders. The
Company will, however, receive the net proceeds from the exercise, if any, of
the Placement Agent's Warrant and the exercise of the Class A Warrants, as
described herein under "USE OF PROCEEDS". Pursuant to an agreement between the
Company and the Selling Securityholders, the cost of registering the shares
offered hereby, estimated to be $25,000, is being paid by the Company. The
Selling Securityholders will, however, pay the other costs related to the sale
of their shares, including discounts, commissions and transfer fees. (See
"PLAN OF DISTRIBUTION".)

The Company's Common Stock and Class A Warrants are traded in the over-
the-counter market and quoted on the Bulletin Board under the symbols "CRII"
and "CRIIW," respectively. (See "CERTAIN MARKET INFORMATION".) Prior to this
Offering, however, the public markets for the Company's Common Stock and Class
A Warrants have been illiquid, and there can be no assurance that more viable
public markets will develop in the future. On July 10, 1996, the bid and ask
prices of the Company's Common Stock and Class A Warrants, as quoted on the
Bulletin Board, were $2.375 and $2.75, and $0.50 and $1.00, respectively.

AN INVESTMENT IN THESE SECURITIES INVOLVES A HIGH DEGREE OF RISK, AND NO
ONE SHOULD INVEST IN THESE SECURITIES UNLESS HE OR SHE CAN AFFORD A COMPLETE
LOSS OF HIS OR HER INVESTMENT.
_______________________

FOR DISCUSSION OF CERTAIN MATTERS THAT SHOULD BE CONSIDERED IN EVALUATING
AN INVESTMENT IN THE COMPANY, SEE "RISK FACTORS" COMMENCING AT PAGE 13.
________________________

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS THE
COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
________________________<PAGE>
<PAGE>
STOCK TRANSFER AND WARRANT AGENT:
Corporate Stock Transfer, Inc.
370 17th Street, Suite 2350
Denver, Colorado 80202-4614
(303) 595-3300

The Date of this Prospectus is _________________, 1996.

Any modification of the terms of the Class A Warrants, including any
modification of the exercise period of the Class A Warrants, will be made by
means of an amendment to this Prospectus.

No dealer, salesman or other person has been authorized to give any
information or to make any representation other than those contained in this
Prospectus, and, if given or made, such information or representation must not
be relied upon as having been authorized by the Company. This Prospectus does
not constitute an offer to sell or a solicitation of an offer to buy nor shall
there be any sales of the securities offered in any State in which such offer,
solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of any such State.
<PAGE>
<PAGE>
AVAILABLE INFORMATION

The Company is subject to the information requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance with
the Exchange Act files periodic reports, proxy statements and other information
with the Securities and Exchange Commission (the "Commission"). Reports, proxy
statements and other information concerning the Company can be inspected and
copied (at prescribed rates) at the Commission's Public Reference Section, Room
1024, 450 Fifth Street, N.W. Judiciary Plaza, Washington, D.C. 20549, as well
as at the following Regional Offices: Northwestern Atrium Center, 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661-2511; and 7 World Trade
Center, 13th Floor, New York, New York 10048. Copies of such material also may
be obtained at prescribed rates from the Public Reference Section of the
Commission, 450 Fifth Street, N.W., Judiciary Plaza, Washington, D.C. 20549.

The Company has filed a Registration Statement on Form SB-2 with the
Commission in Washington, D.C., in accordance with the provisions of the Act.
This Prospectus does not contain all of the information set forth in the
Registration Statement, certain portions of which have been omitted as
permitted by the rules and regulations of the Commission. For further
information pertaining to the Selling Securityholder Offering, Company Offering
or Placement Agent's Warrant Offering and shares of Common Stock offered
hereby, and the Company, reference is made to the Registration Statement,
including the exhibits and financial statement schedules filed as a part
thereof. Statements herein contained concerning the provisions of any document
are not necessarily complete and, in each instance, reference is made to the
copy of such document filed as an Exhibit to the Registration Statement. The
Registration Statement may be obtained from the Commission upon payment of the
fees prescribed therefor and may be examined at the principal office of the
Commission in Washington, D.C.<PAGE>
<PAGE>
TABLE OF CONTENTS

PROSPECTUS SUMMARY . . . . . . . . . . . . . . . . . . . . . . . -6-
The Company . . . . . . . . . . . . . . . . . . . . . . . . -6-
Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . -7-
Risk Factors. . . . . . . . . . . . . . . . . . . . . . . . -7-
Financial Data Summary. . . . . . . . . . . . . . . . . . . -7-
The Company Offering. . . . . . . . . . . . . . . . . . . . -9-
The Placement Agent's Warrant Offering. . . . . . . . . . . -10-
Selling Securityholder Offering . . . . . . . . . . . . . . -10-

RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . . . . . -11-

CERTAIN MARKET INFORMATION . . . . . . . . . . . . . . . . . . . -18-
Dividends . . . . . . . . . . . . . . . . . . . . . . . . . -19-

DILUTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . -20-

CAPITALIZATION . . . . . . . . . . . . . . . . . . . . . . . . . -22-

USE OF PROCEEDS. . . . . . . . . . . . . . . . . . . . . . . . . -23-

MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION. . . . -24-
Results of Operations - Three Months Ended March 31, 1996
Compared to Three Months Ended March 31, 1995 . . . . . . . -24-

BUSINESS . . . . . . . . . . . . . . . . . . . . . . . . . . . . -27-
Overview. . . . . . . . . . . . . . . . . . . . . . . . . . -27-
History . . . . . . . . . . . . . . . . . . . . . . . . . . -27-
Recent Financing. . . . . . . . . . . . . . . . . . . . . . -28-
Core Technology . . . . . . . . . . . . . . . . . . . . . . -28-
Products. . . . . . . . . . . . . . . . . . . . . . . . . . -29-
Product Applications. . . . . . . . . . . . . . . . . . . . -30-
Marketing, Sales and Distribution . . . . . . . . . . . . . -32-
Manufacturing . . . . . . . . . . . . . . . . . . . . . . . -33-
Competition . . . . . . . . . . . . . . . . . . . . . . . . -34-
Intellectual Property . . . . . . . . . . . . . . . . . . . -34-
Research and Development. . . . . . . . . . . . . . . . . . -37-
Government Regulation . . . . . . . . . . . . . . . . . . . -37-
Employees . . . . . . . . . . . . . . . . . . . . . . . . . -38-
Facilities. . . . . . . . . . . . . . . . . . . . . . . . . -38-
Legal Proceedings . . . . . . . . . . . . . . . . . . . . . -38-

MANAGEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . -39-
Cell Robotics Technical Advisory Board. . . . . . . . . . . -41-

PRINCIPAL STOCKHOLDERS . . . . . . . . . . . . . . . . . . . . . -42-

SELLING SECURITYHOLDERS. . . . . . . . . . . . . . . . . . . . . -45-

CERTAIN TRANSACTIONS . . . . . . . . . . . . . . . . . . . . . . -58-
Reorganization. . . . . . . . . . . . . . . . . . . . . . . -58-
Financing and Capital Contribution Agreement. . . . . . . . -58-
Transactions with Director. . . . . . . . . . . . . . . . . -59-
Transactions with Founder . . . . . . . . . . . . . . . . . -59-

EXECUTIVE COMPENSATION . . . . . . . . . . . . . . . . . . . . . -61-
Employment Agreements . . . . . . . . . . . . . . . . . . . -61-

DESCRIPTION OF SECURITIES. . . . . . . . . . . . . . . . . . . . -65-
Common Stock. . . . . . . . . . . . . . . . . . . . . . . . -65-
Preferred Stock . . . . . . . . . . . . . . . . . . . . . . -65-
Redeemable Class A Warrants . . . . . . . . . . . . . . . . -66-
Warrant Solicitation Fees . . . . . . . . . . . . . . . . . -67-
Transfer Agent, Warrant Agent and Registrar . . . . . . . . -67-
Reports to Shareholders . . . . . . . . . . . . . . . . . . -67-

DETERMINATION OF WARRANT EXERCISE PRICE. . . . . . . . . . . . . -67-

PLAN OF DISTRIBUTION . . . . . . . . . . . . . . . . . . . . . . -68-
Exercise of Class A Warrants: Company Offering . . . . . . -68-
Exercise of Placement Agent's Warrant: Placement Agent's Warrant
Offering. . . . . . . . . . . . . . . . . . . . . . . . . . -68-
Selling Securityholders Offering. . . . . . . . . . . . . . -68-

LEGAL MATTERS. . . . . . . . . . . . . . . . . . . . . . . . . . -70-

EXPERTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . -70-

INDEMNIFICATION. . . . . . . . . . . . . . . . . . . . . . . . . -70-

INFORMATION NOT REQUIRED IN PROSPECTUS . . . . . . . . . . . . . -72-
Indemnification of Directors and Officers . . . . . . . . . -72-
Other Expenses of Issuance and Distribution.. . . . . . . . -77-
Recent Sales of Unregistered Securities.. . . . . . . . . . -78-
Exhibits. . . . . . . . . . . . . . . . . . . . . . . . . . -79-
Undertakings. . . . . . . . . . . . . . . . . . . . . . . . -81-

<PAGE>
<PAGE>
- -------------------------------------------------------------------------------

PROSPECTUS SUMMARY

THIS SUMMARY IS QUALIFIED IN ITS ENTIRETY BY THE DETAILED INFORMATION AND
FINANCIAL STATEMENTS APPEARING ELSEWHERE IN THIS REGISTRATION STATEMENT AND
EXHIBITS HERETO. UNLESS OTHERWISE INDICATED, ALL INFORMATION WITH REGARD TO
THE CAPITAL STOCK OF THE COMPANY IN THE PROSPECTUS, INCLUDING SHARES AND PER
SHARE INFORMATION, ASSUMES NO EXERCISE OF ANY OUTSTANDING OPTIONS OR WARRANTS
OF THE COMPANY PRIOR TO THE OFFERINGS DESCRIBED HEREIN.

THE COMPANY
- -----------
Cell Robotics International, Inc., a Colorado corporation ("CRII"), with
its wholly-owned subsidiary, Cell Robotics, Inc., a New Mexico corporation
("Cell Robotics") (hereinafter CRII and Cell Robotics shall collectively be
referred to as the "Company" or "CRI") has developed a series of advanced
scientific instruments that increase the usefulness and importance of the
conventional laboratory microscope as a tool in medical, biological and genetic
applications in the life sciences. Its technologies are sophisticated add-on
products which transform a microscope from an instrument for simply viewing
microspace to a microrobotics laboratory. Using laser-generated optical traps
and high-precision motorized stages, Cell Robotics' instruments change the
microscope from a tool of simple visualization, identification and measurement,
to one that permits a scientist or clinician to physically manipulate and
microdissect (e.g., pick up, isolate, move, perform microsurgery, sort, etc.)
living cells and other objects in the microscopic field of vision. These
instruments are being used in a variety of applications in the life sciences.

Prior to the Company's development of its proprietary products, the only
instruments available to scientists to isolate, sort, manipulate and dissect
microscopic biological specimens have been mechanical micromanipulators that
not only lack precision and accuracy but also frequently result in damage to
the biological material.

Research scientists at AT&T engaged in extensive research which resulted
in the issuance in 1989, initially in the United States and then in other
jurisdictions, of an enabling patent covering the use of highly-focused light
particles to hold and move objects in microspace. Light consists of
microscopic particles called photons which, although very small, possess mass.
A laser beam is created by the generation of billions of photons. The
Company's principal products incorporate lasers to exploit these properties of
light to manipulate objects viewed under a microscope.

The Company's LaserTweezers(-TM-)2000 and LaserTweezers(-TM-)100 have been
developed under an exclusive, worldwide license of the AT&T patent. The
Company's LaserScissors(-TM-)2000, CellSelector, SmartStage and "C" Stage
utilize other proprietary technology developed by the Company. Collectively,
these products represent technologically sophisticated advancements that permit
scientists engaged in the areas of cellular, genetic or molecular research to
work in microspace with significantly improved precision and control. In
addition, the Company is actively involved in further research and development
for new applications of its technology.

Until recently, the Company has allocated a substantial portion of its
effort and resources to product development. It has now completed important
distribution arrangements and is poised to substantially increase marketing and
sales activities.

- -------------------------------------------------------------------------------
<PAGE>
<PAGE>
- -------------------------------------------------------------------------------

On September 19, 1995, the Company successfully closed a private offering
of its securities in which it sold an aggregate of 115 Units to selected
qualified investors at a price of $25,000 per Unit, realizing aggregate gross
proceeds of $2,875,000 (the "Private Offering"). Each Unit sold in the Private
Offering consisted of 20,000 shares of Common Stock and Class A Warrants
exercisable to purchase an additional 10,000 shares of Common Stock at an
exercise price of $1.75 per share. The Private Offering was undertaken by the
Company through Paulson, as Placement Agent. In consideration of its services
as Placement Agent, Paulson received a placement fee equal to ten percent (10%)
of the gross proceeds of the Private Offering and a non-accountable expense
allowance equal to five percent (5%) of the gross proceeds of the Private
Offering. In addition, Paulson was issued the Placement Agent's Warrant.

The Company maintains its principal offices at 2715 Broadbent Parkway,
N.E., Albuquerque, New Mexico 87107. Its telephone number at that address is
(505) 343-1131.

USE OF PROCEEDS
- ---------------
The net proceeds of the Company Offering and Placement Agent's Warrant
Offering, if any, will be utilized for working capital. (See "USE OF
PROCEEDS.")

RISK FACTORS
- ------------
The Offering involves a high degree of risk. Prospective investors should
carefully consider the factors set forth under "RISK FACTORS."

FINANCIAL DATA SUMMARY
- ----------------------

The following financial summary should be read in conjunction with the
audited financial statements as of and for the year ended December 31, 1995,
and accompanying notes, together with the unaudited financial statements as of
and for the three months ended March 31, 1996, and accompanying notes,
appearing elsewhere in this Prospectus.

<TABLE>

SUMMARY FINANCIAL DATA
<CAPTION>
March 31, 1996 (unaudited) Year Ended
Balance Sheet Data Actual As Adjusted(1) December 31, 1995
- ------------------ ---------- -------------- -----------------
<S> <C> <C> <C>
Total Assets $1,696,601 $4,172,851 $2,000,113

Working Capital 1,063,054 3,539,304 1,442,536

Total Liabilities 315,708 315,708 310,167

Stockholders' Equity $1,380,893 $3,857,143 1,689,946
</TABLE>

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<PAGE>
<PAGE>
- -------------------------------------------------------------------------------

<TABLE>
<CAPTION>
Three Months Ended Year Ended
March 31, December 31,
1996 1995 1995 1994
---------- ---------- ---------- ----------
(unaudited)
Statement of Operations Data
- ----------------------------

<S> <C> <C> <C> <C>
Revenues $ 58,624 $ 194,679 $ 932,761 $ 583,098
Cost of Sales 53,904 159,531 718,813 445,369
Operating Expenses 440,299 296,168 1,202,428 1,373,636
Other Income (Expenses) 84,965 (119,058) (362,670) (601,850)
Net Income (Loss) (350,614) (380,078) (1,351,150) (1,837,757)

Weighted Average Number
of Common Shares
Outstanding 3,833,222 1,132,294 2,039,280 1,044,449

Net (Loss) Per Common
Share and Common Share
Equivalents $ (.09) $ (.34) $ (.66) $ (1.76)

- -------------------------
<FN>
(1) Adjusted to reflect the sale of 1,265,000 shares of Common Stock pursuant
to the exercise of Class A Warrants in the Company Offering and 11.5 Units
in the Placement Agent's Warrant Offering, after deducting estimated
expenses of $25,000. The Company does not have the right to compel the
exercise of the Placement Agent's Warrant or any Class A Warrants, and
neither Paulson nor the Warrantholders have committed to the exercise of
any of such securities. Accordingly, there can be no assurance of the
number, if any, of shares of Common Stock which will be sold in the
Company Offering or the Placement Agent's Warrant Offering.
</FN>
</TABLE>

- -------------------------------------------------------------------------------
<PAGE>
<PAGE>

- -------------------------------------------------------------------------------
THE COMPANY OFFERING
- --------------------

<TABLE>
<S> <C>
Common Shares: 1,265,000 shares of Common Stock,
$.004 par value

Common Shares Outstanding:
Before the Offering 3,843,414
After the Offering 5,338,414

Bulletin Board symbol: CRII

Offering Price Per Share: $1.75

Expenses of Offering (Estimate): $25,000

- --------------------------
<FN>
(1) Assumes the exercise of Class A Warrants to purchase 1,265,000 shares of
Common Stock. The Company does not have the right to compel the exercise
of the Class A Warrants and the Class A Warrantholders have not committed
to exercise any of the Warrants. Accordingly, there can be no assurance
of the number, if any, of shares which will be purchased pursuant to the
exercise of the Class A Warrants.

(2) Assumes the Placement Agent's Warrant has been exercised to purchase
230,000 shares of Common Stock and Class A Warrants exercisable to
purchase an additional 115,000 shares of Common Stock.

(3) Excludes (i) 396,609 shares of Common Stock reserved for future issuance
pursuant to the exercise of Incentive Stock Options granted under the
Company's 1992 Stock Incentive Plan (the "Stock Incentive Plan"),
(ii) 247,421 additional shares of Common Stock reserved and available for
future issuance pursuant to additional options which may be granted under
the Stock Incentive Plan, (iii) 300,000 shares of Common Stock reserved
for future issuance pursuant to options and subscriptions which may be
issued under the Company's 1995 Employee Stock Purchase Plan ("ESPP"), and
(iv) 355,970 shares of Common Stock reserved for future issuance pursuant
to the exercise of outstanding non-qualified stock options.
</FN>
</TABLE>

- -------------------------------------------------------------------------------
<PAGE>
<PAGE>
- -------------------------------------------------------------------------------

<TABLE>
THE PLACEMENT AGENT'S WARRANT OFFERING
- --------------------------------------
<S> <C>
Securities Offered: 11.5 Units, each Unit consisting of
20,000 shares of Common Stock and
10,000 Class A Warrants

Offering Price: $25,000 per Unit

SELLING SECURITYHOLDER OFFERING
- -------------------------------
Securities Offered: 1,969,000 shares of Common Stock, $.004 par
value

1,150,000 Class A Warrants

Offering Price: Prevailing Market Price

- -------------------------
<FN>
(1) The securities comprising the Units will be immediately separated and
transferrable. The Units are not being separately registered and there
will no public trading market developed for the Units.

(2) Reflects 1,649,000 shares of Common Stock sold in the Private Offering and
320,000 shares of Common Stock reoffered by other Selling Securityholders.

(3) Reflects 1,150,000 Class A Warrants sold in the Private Offering.
</FN>
</TABLE>

- -------------------------------------------------------------------------------
<PAGE>
<PAGE>
RISK FACTORS

THESE SECURITIES INVOLVE A HIGH DEGREE OF RISK, AND NO ONE SHOULD INVEST
IN THESE SECURITIES WHO CANNOT AFFORD A COMPLETE LOSS OF HIS OR HER INVESTMENT.
SEVERAL RISK FACTORS REGARDING THESE SECURITIES ARE SET FORTH BELOW. HOWEVER,
THE INVESTOR IS CAUTIONED THAT THIS LIST IS NOT NECESSARILY COMPLETE AND THAT
THE INVESTOR SHOULD CONSULT WITH HIS OR HER PROFESSIONAL ADVISORS PRIOR TO
INVESTING IN THESE SECURITIES.

1. LIMITED LIQUIDITY AND CAPITAL RESOURCES.

In the past, the Company has operated on limited capital resources
and has depended primarily on the approximate $7,000,000 in funds generated
from the sale of Common Stock and short-term loans from MiCEL, Inc., formerly a
wholly owned subsidiary of Mitsui Engineering & Shipbuilding Co., Ltd. of
Tokyo, Japan ("Mitsui"). From the net proceeds realized by the Company from
the Private Offering, the Company paid to Mitsui the sum of $250,000 in
consideration for which Mitsui agreed to contribute to the capital of the
Company the sum of approximately $5,760,000 in matured aggregate debt
obligation of the Company to Mitsui, including outstanding principal and
accrued and unpaid interest. Even giving effect to the Company's receipt of
the net proceeds of the Private Offering and the contribution to capital by
Mitsui of a substantial amount of matured debt, there can be no assurance that
the working capital available to the Company will be sufficient to satisfy all
of the Company's working capital requirements until it is able to achieve
break-even or even profitable operations. Even if the Company is able to
attain its business plan objectives, it does not anticipate having operating
revenues sufficient to pay its operating expenses until at least the third
quarter of 1996, and there can be no assurance that operating break-even can be
achieved by this time or continue in future periods.

2. ADDITIONAL CAPITAL REQUIREMENT.

The Company may require additional capital in the future to finance
its business activities. (See "BUSINESS.") There can be no assurance of the
number, if any, of Class A Warrants that will be exercised or the amount, if
any, of proceeds which the Company will receive from the Warrant Exercise
Offering or Company Offering. The Company may have to obtain such additional
capital through borrowings or from additional equity financing. Additional
future equity financing may occur through the sale of either unregistered
Common Stock in exempt offerings or through the public offering of registered
stock. In any case, such additional equity financing may result in additional
dilution to investors. There can be no assurance that any additional capital,
funding or revenues can satisfactorily be arranged. The Company has no
arrangements for the acquisition of additional capital. (See "BUSINESS.")

3. LACK OF OPERATING REVENUES.

The Company's unaudited income statement for the three months ended
March 31, 1996 report a net loss of $(350,614), on total revenues of<PAGE>
<PAGE>
$58,624,and operating expenses of $440,299. There can be no assurance that the
Company's operating revenues will substantially increase in the near future or
that it will be able to control operating expenses.

4. LACK OF PROFITABLE OPERATING HISTORY.

The Company's operations are subject to all of the risks inherent in
a new business enterprise, including the absence of a substantial operating
history, shortage of cash, under-capitalization, and expense of new product
development. The Company does not anticipate positive cash flow on a monthly
basis until at least the third quarter of 1996, and there can be no assurance
that operating break-even can be achieved by this time or continue in future
periods. Various problems, expenses, complications and delays may be
encountered in connection with the development of the Company's products and
business. Future growth beyond present capacity will require significant
expenditures for expansion, marketing, research and development. These
expenses must either be paid out of the proceeds of this or future offerings or
out of generated revenues and Company profits. The availability of funds from
either of these sources cannot be assured.

5. NEED FOR FUTURE PRODUCT AND TECHNOLOGY DEVELOPMENT.

The market for the Company's products is characterized by rapidly
changing technology, evolving industry standards, and frequent new product
introductions. The Company's future success will depend in part upon its
continued ability to enhance its existing products and to introduce new
products and features to meet changing customer requirements and emerging
industry standards. There can be no assurance that the Company will
successfully complete the development of future products or that the Company's
current or future products will achieve market acceptance. Any delay or
failure of these products to achieve market acceptance would adversely affect
the Company's business. In addition, there can be no assurance that products
or technologies developed by others will not render the Company's products or
technologies non-competitive or obsolete.

6. DEPENDENCE ON PROPRIETARY TECHNOLOGY.

The Company's success is heavily dependent upon its proprietary
technology. The Company relies principally upon patent law protection for its
products, both with respect to patents which form the subject matter of
exclusive licenses from AT&T and the Los Alamos National Laboratory ("LANL") as
well as patents which the Company has obtained directly. The exclusive
licenses from AT&T and LANL require the payment of minimum annual royalties and
impose other requirements on the Company. Should the Company default in any of
its obligations under these exclusive licenses, its right to commercially
exploit the patents will be forfeited and the Company's competitive advantages
materially impaired. Further, none of the Company's patents, whether owned
directly or licensed, have been the subject of any challenges, and accordingly
there can be no assurance that the claimed patent rights can be enforced
against the claims of an objector. The AT&T patents which form the basis of
the Company's core technology only afford protection from competition for the
<PAGE>
<PAGE>
life of those patents, which expire beginning in the year 2007. There can be
no assurance that third parties will not assert infringement claims in the
future or that such claims will not be successful. (See "BUSINESS--
Intellectual Property Rights.")

7. COMPETITION.

There can be no assurance that new technological approaches will not
be developed with price/performance characteristics superior to those of the
Company's instruments.

8. DEPENDENCE UPON MARKETING.

The Company's ability to generate sales will depend upon developing
and implementing a marketing strategy. The Company, however, has limited
experience in the areas of marketing and sales. Accordingly, there can be no
assurance that the Company can successfully develop, promote and maintain an
active market for its products.

9. DEPENDENCE UPON KEY PERSONNEL.

The Company's future success depends in large part on the continued
service of its key technical, marketing, sales, and management personnel and on
its ability to continue to attract, motivate, and retain highly qualified
employees. Although the Company's employees have stock options, its key
employees may voluntarily terminate their employment with the Company at any
time. Competition for such employees is intense and the process of locating
technical and management personnel with the combination of skills and
attributes required to execute the Company's strategy is often lengthy.
Accordingly, the loss of the services of key personnel could have a material
adverse effect upon the Company's operations and on research and development
efforts. However, the Company does have a written employment contract with Dr.
Ronald K. Lohrding, its President and Craig T. Rogers, its Chief Financial
Officer. The Company does not have key person life insurance covering its
management personnel or other key employees other than Dr. Lohrding. (See
"MANAGEMENT.")

10. DEPENDENCE ON DISTRIBUTION.

The Company has only recently begun to establish a network of
distributors and dealers for its products. The Company will rely to a
significant extent on its strategic relationship with Carl Zeiss, Inc. which
agreed to act as a distributor for the Company's products in North America
beginning in April 1995. While Zeiss has an extensive North American marketing
sales force and existing distribution channels for its products, Zeiss also
represents other third-party suppliers within this territory as to which Zeiss
may devote greater time, effort and attention, and there can be no assurance
that the Company's association with Zeiss will result in a material increase in
the Company's revenues. It will be incumbent upon the Company to develop its
own marketing channels and sales force in order to reach all of its potential
customers, a task which may require additional resources beyond the funds that
will be realized from this Offering.

<PAGE>
<PAGE>
11. CUSTOMERS' RELIANCE UPON FUNDING.

The principal markets for the Company's products are colleges,
universities and other institutions engaged in scientific research. Most if
not all of these potential customers rely upon federal and state funding in
order to support their research activities. The ability of these institutions
to purchase the Company's products is dependent upon receiving adequate funding
from the public sector. Particularly in a political or economic climate which
encourages a reduction or withdrawal of government support of scientific
pursuits, it is possible that the Company could face a diminishing demand for
its products due to a lack of financial support to its customers rather than
other competitive factors.

12. EXERCISE PRICE ARBITRARILY DETERMINED.

The exercise price of the Class A Warrants was established by
negotiations between the Company and Paulson in connection with the Private
Offering. The price is unrelated to the net worth of the Company, the profits
or earnings of the Company, or the price paid by the Company's principal
shareholders, or any other established criteria of value.

13. LACK OF DIVIDENDS.

No dividend has been paid on the Company's Common Stock since
inception, nor, by reason of its present financial status and its contemplated
financial requirements, does the Company contemplate or anticipate paying any
dividends upon its Common Stock in the foreseeable future. (See "DESCRIPTION OF
SECURITIES.")

14. POTENTIAL ADVERSE EFFECTS OF SHARES ELIGIBLE FOR FUTURE SALE.

As of June 19, 1996, 3,843,414 shares of the Company's $.004 par
value Common Stock, were issued and outstanding, of which 2,772,706 are
"restricted securities" and under certain circumstances may, in the future, be
sold in compliance with Rule 144 adopted under the Securities Act. Of these
2,772,706 restricted securities, 1,183,206 are beneficially owned by officers,
directors and affiliates of the Company. In general, under Rule 144, subject
to the satisfaction of certain other conditions, a person, including an
affiliate of the Company, who beneficially owned restricted shares of Common
Stock for at least two (2) years is entitled to sell, within any three (3)
month period, a number of shares that does not exceed the greater of one
percent (1%) of the total number of outstanding shares of the same class, or if
the Common Stock is quoted on NASDAQ or a stock exchange, the average weekly
trading volume during the four (4) calendar weeks immediately preceding the
sale. A person who presently is not and who has not been an affiliate of the
Company for at least three (3) months immediately preceding the sale and who
<PAGE>
<PAGE>
beneficially owned the shares of Common Stock for at least three (3) years is
entitled to sell such shares under Rule 144 without regard to the volume
limitations described above. In addition, the Company currently has issued and
outstanding options and warrants (other than the Class A Warrants) to purchase
an aggregate of 752,579 shares of Common Stock. This Prospectus covers the
sale by the Company of up to 1,495,000 additional shares of Common Stock
issuable upon exercise of Class A Warrants which were sold in the Private
Offering or which may be issuable upon exercise of the Placement Agent's
Warrant. In addition, this Prospectus covers the sale by the Selling
Securityholders of an aggregate of 1,969,000 shares of Common Stock. Finally,
this Prospectus covers the sale of 230,000 shares of Common Stock pursuant to
the exercise of the Placement Agent's Warrant. The Company may also grant
options to purchase an additional 247,421 shares of Common Stock under the
Stock Incentive Plan as well as options exercisable to purchase an additional
300,000 shares of Common Stock under the ESPP. No prediction can be made as to
the effect, if any, that sales of shares of Common Stock or the availability of
such shares for sale will have on the market prices prevailing from time-to-
time. Nevertheless, the possibility that substantial amounts of Common Stock
may be sold in the public market may adversely effect prevailing market prices
for the Common Stock and could impair the Company's ability to raise capital in
the future through the sale of equity securities. Actual sales or the prospect
of future sales of shares of Common Stock under Rule 144 may have a depressive
effect upon the price of the Common Stock and the market therefor.

15. POSSIBLE DILUTION FROM FUTURE SALES OF COMMON STOCK.

The Company's Board of Directors has the authority to issue up to
12,500,000 shares of Common Stock and to issue options and warrants to purchase
shares of the Company's Common Stock without shareholder approval. Future
issuance of Common Stock could be at values substantially below the Offering
Price in this Offering and therefore could represent further substantial
dilution to investors in this Offering. In addition, the Board could issue
large blocks of common stock to fend off unwanted tender offers or hostile
takeovers without further shareholder approval. (See "DESCRIPTION OF
SECURITIES.")

16. POTENTIAL ADVERSE EFFECTS OF FUTURE SALES OF PREFERRED STOCK.

The Company's Articles of Incorporation, as amended, authorize the
issuance of up to 2,500,000 shares of $.04 par value preferred stock none of
which are outstanding. The Board of Directors has been granted the authority
to fix and determine the relative rights and preferences of preferred shares,
as well as the authority to issue such shares, without further stockholder
approval. As a result, the Board of Directors could authorize the issuance of
a series of preferred stock which would grant to holders preferred right to the
assets of the Company upon liquidation, the right to receive dividend coupons
before dividends would be declared to common stockholders, and the right to the
redemption to such shares, together with a premium, prior to the redemption of
Common Stock. Common stockholders have no redemption rights. In addition, the
<PAGE>
<PAGE>
Board could issue large blocks of preferred stock to fend against unwanted
tender offers or hostile takeovers without further shareholder approval. (See
"DESCRIPTION OF SECURITIES.")

17. DILUTION.

As of March 31, 1996, the Company had issued an aggregate of
3,843,414 shares of Common Stock at an average cost of approximately $2.95 per
share, which is $1.20 per share higher than the $1.75 per share exercise price
of the Class A Warrants. At March 31, 1996, the Company had a net tangible
book value of $1,280,238, or $.33 per share of Common Stock outstanding based
upon 3,843,414 shares outstanding. If a maximum number of Warrants is
exercised, and after deduction of the expenses of the Offering, the Company
will have a net tangible book value of approximately $3,267,738, or $.65 per
share. As a result, Warrantholders who exercise Warrants will sustain an
immediate substantial dilution of $1.10 per share. (See "DILUTION.")

18. POTENTIAL ADVERSE EFFECT OF WARRANT REDEMPTION.

The Class A Warrants may be redeemed by the Company at any time after
their issuance subject to certain conditions at a price of $.25 per Class A
Warrant upon thirty (30) days' notice mailed within ten (10) days after the
closing bid price of the Common Stock has equalled or exceeded $3.50 per share
for a period of ten (10) or more consecutive trading days. A Warrantholder
shall have exercise rights until the close of business on the day next
preceding the date fixed for redemption. Redemption of the Class A Warrants
could force the holders to exercise the Class A Warrants and pay the exercise
price at a time when it may be disadvantageous for holders to do so, to sell
the Class A Warrants at the then current market price when they might otherwise
wish to hold the Class A Warrants, or to accept the redemption price, which is
likely to be substantially less than the market value of the Class A Warrants
at the time of redemption. The Class A Warrants may not be exercised unless a
Registration Statement under the Securities Act covering the underlying shares
of Common Stock is current and such shares have been qualified for sale, or
there is an exemption from applicable qualification requirements under the
securities laws of the state of residence of the holder of the Class A Warrant
(See "DESCRIPTION OF SECURITIES.")

19. LIMITED ANTI-DILUTION PROTECTION.

The Class A Warrants do not contain certain anti-dilution provisions
so as to avoid dilution of the equity interest represented by the underlying
Common Stock upon the occurrence of certain events. Accordingly, should the
Company undertake any of those transactions, it could substantially reduce the
likelihood that the Warrantholders will exercise the Warrants (See "DESCRIPTION
OF SECURITIES").

20. LIMITED PUBLIC TRADING MARKET FOR THE COMPANY'S COMMON STOCK AND
WARRANTS.

While there currently exists in the over-the-counter market a
limited, public trading market for the Company's Common Stock, and Class A
Warrants there can be no assurance that such markets will continue in the
future. There can be no assurances that an investor will be able to liquidate
his investment without considerable delay, if at all. If a market does
continue or develop, the price for the Company's securities may be highly
volatile and may bear no relationship to the Company's actual financial
condition or results of operations. (See "DESCRIPTION OF SECURITIES.")

21. NASDAQ INITIAL LISTING REQUIREMENTS; RISKS OF LOW-PRICED STOCKS.

The Company's Common Stock and Class A Warrants are currently traded
in the over-the-counter market and quoted on the OTC Electronic Bulletin Board.
The Company's Common Stock and Class A Warrants do not qualify for initial
listing on NASDAQ.

The Commission has approved rules imposing more stringent criteria
for the listing of securities on NASDAQ, including standards for maintenance of
such listing. If the Company is unable to satisfy NASDAQ's initial listing
criteria in the future, its securities will continue to be traded in the over-
the-counter market in the so-called "pink sheets" or the "Electronic Bulletin
Board" of the National Association of Securities Dealers, Inc. ("NASD"). As a
consequence, an investor could find it more difficult to dispose of, or to
obtain accurate quotations as to the price of, the Company's securities.

The Securities Enforcement and Penny Stock Reform Act of 1990
requires additional disclosure, relating to the market for penny stocks, in
connection with trades in any stock defined as a penny stock. The Commission
recently adopted regulations that generally define a penny stock to be any
equity security that has a market price of less than $5.00 per share, subject
to certain exceptions. Such exceptions include any equity security listed on
NASDAQ and any equity security issued by an issuer that has (i) net tangible
assets of at least $2,000,000, if such issuer has been in continuous operation
for three years, (ii) net tangible assets of at least $5,000,000, if such
issuer has been in continuous operation for less than three years, or
(iii) average annual revenue of at least $6,000,000, if such issuer has been in
continuous operation for less than three years. Unless an exception is
available, the regulations require the delivery, prior to any transaction
involving a penny stock, of a disclosure schedule explaining the penny stock
market and the risks associated therewith.

If the Company's securities are not quoted on NASDAQ, or the Company
does not have $2,000,000 in net tangible assets, which is highly probable even
if the Maximum Offering is sold, trading in the Company's securities will<PAGE>
<PAGE>
continue to be covered by Rules 15-g-1 through 15-g-6 promulgated under the
Exchange Act for non-NASDAQ and non-exchange listed securities. Under such
rules, broker-dealers who recommend such securities to persons other than
established customers and accredited investors must make a special written
suitability determination that the penny stock is a suitable investment for the
purchaser and receive the purchaser's written agreement to this transaction.
Securities are exempt from these rules if the market price of the Common Stock
is at least $5.00 per share.

The Company's Common Stock and Class A Warrants are, as of the date
of this Prospectus, within the definitional scope of a penny stock. The
regulations on penny stocks limit the ability of broker-dealers to sell the
Company's securities and thus the ability of purchasers of the Company's
securities to sell their securities in the secondary market.

22. POTENTIAL ADVERSE EFFECTS OF MARKET OVERHANG FROM WARRANTS AND
OUTSTANDING OPTIONS.

The Company has outstanding 2,017,579 options and warrants, including
outstanding Class A Warrants, Class A Warrants issuable upon exercise of the
Placement Agent's Warrants and options exercisable to purchase 752,579 shares
of Common Stock reserved for issuance under the Company's Stock Incentive Plan.
To the extent that such stock options or warrants are exercised, dilution to
the interests of the Company's stockholders may occur. Exercise of these
options or warrants or even the potential of their exercise may have an adverse
effect on the trading price and market for the Company's Common Stock. The
holders of the options or warrants are likely to exercise them at times when
the market price of the shares of Common Stock exceeds the exercise price of
the options or warrants. Accordingly, the issuance of shares of Common Stock
upon exercise of the options or warrants may result in dilution of the equity
represented by the then outstanding shares of Common Stock held by other
shareholders. Holders of the options or warrants can be expected to exercise
them at a time when the Company would, in all likelihood, be able to obtain any
needed capital on terms which are more favorable to the Company than the
exercise terms provided by such options or warrants. See "DESCRIPTION OF
SECURITIES."

23. NEED FOR CURRENT PROSPECTUS AND STATE BLUE SKY REGISTRATIONS.

Holders of Class A Warrants will have the right to exercise the
Class A Warrants for the purchase of shares of Common Stock only if there is a
current and effective Registration Statement and Prospectus covering the
Class A Warrants and the shares of Common Stock issuable upon their exercise,
and only if the shares are qualified for sale under the securities laws of the
applicable state or states. There can be no assurance that a current
Registration Statement and Prospectus will be in effect when any of the Class A
Warrants are attempted to be exercised. The Class A Warrants may be deprived
<PAGE>
<PAGE>
of any value if a Prospectus covering the shares issuable upon the exercise
thereof is not kept effective and current, or if such underlying shares are
not, or cannot be, registered in the applicable states. (See "DESCRIPTION OF
SECURITIES.")

24. GOING CONCERN UNCERTAINTIES.

From inception through December 31, 1995, Cell Robotics Inc.'s
operating losses resulted in an accumulated deficit of $(9,596,366). In
addition, the Company's operations used net cash of $1,267,920 in 1995. As a
result of the foregoing, the Independent Auditors' Report issued in conjunction
with the audit of the financial statements of Cell Robotics International, Inc.
and Subsidiary for the fiscal year ended December 31, 1995, contained an
explanatory paragraph indicating that the foregoing matters raised substantial
doubt about the Company's ability to continue as a going concern. (See
Independent Auditors' Report and Notes to Financial Statements - Note 14.)

The Company's continued operating losses have resulted in an
accumulated deficit of $(9,946,980) at March 31, 1996. Even giving effect to
the Company's receipt of the net proceeds of the Private Offering and the
contribution to capital by Mitsui, there can be no assurance that the Company's
operations will be profitable or that the Company will be able to attain its
business plan objectives.

<PAGE>
<PAGE>
CERTAIN MARKET INFORMATION

The outstanding shares of the Company's Common Stock are traded in the
over-the-counter market and quoted on the OTC Electronic Bulletin Board under
the symbol "CRII." The reported high and low bid and ask prices are shown
below for the period from January 1, 1993 through June 19, 1996.

<TABLE>
<CAPTION>
Bid Ask
Low High Low High
--- ---- --- ----
1994
----
<S> <C> <C> <C> <C>
First Quarter 2.25 2.50 2.625 2.875

Second Quarter 2.125 2.75 2.50 3.125

Third Quarter 1.75 2.375 2.25 2.75

Fourth Quarter 2.25 4.75 2.75 5.00

1995
----
First Quarter 2.75 3.625 3.25 4.00

Second Quarter 2.25 3.00 3.00 3.75

Third Quarter 1.00 3.125 2.25 3.50

Fourth Quarter 1.75 2.875 2.00 3.25

1996
----
First Quarter 1.375 2.75 1.875 3.25

Second Quarter 1.875 3.75 2.125 4.125
(through June 19, 1996)
</TABLE>

The Company's outstanding Class A Warrants are traded in the over-the-
counter market and quoted on the OTC Electronic Bulletin Board under the symbol
"CRIIW." The reported high and low bid and ask prices are shown below for the
period from January 1, 1996 through June 19, 1996.

<TABLE>
<CAPTION>
Bid Ask
Low High Low High
--- ---- --- ----
1996
<S> <C> <C> <C> <C>
First Quarter * * * *

Second Quarter .50 1.75 1.00 2.00
(through June 19, 1996)

- -----------------------------
<FN>
* There is no trading information available for the Class A Warrants during
the First Quarter of 1996.
</FN>
</TABLE>

The closing bid prices of the Company's Common Stock and Class A Warrants
on July 10, 1996, were 2.375 and $0.50, respectively $. The prices presented
are bid and ask prices which represent prices between broker-dealers and do not
include retail mark-ups and mark-downs or any commissions to the broker-dealer.
The prices do not reflect prices in actual transactions.

As of June 19, 1996, there were approximately 193 holders of record of the
Company's Common Stock and 92 holders of record of Class A Warrants.

DIVIDENDS
- ---------
The Company has not paid any dividends on its Common Stock and does not
expect to do so in the foreseeable future. It is anticipated that any earnings
generated from operations of the Company will be used to finance its ongoing
operations. No restrictions exist upon the Company's ability to pay dividends.
<PAGE>
<PAGE>
DILUTION

The net tangible book value of the Company at March 31, 1996 was
$1,280,238 or $.33 per share, based upon 3,843,414 shares outstanding. Net
tangible book value per share is determined by dividing the number of
outstanding shares of Common Stock into the net tangible book value of the
Company (total assets less total liabilities and intangible assets).

If any outstanding Class A Warrants are exercised, the number of common
shares outstanding will increase and the Company's net tangible book value will
increase. Given the fact that the exercise price of $1.75 per share is greater
than the net tangible book value per share of the Company's outstanding Common
Stock without giving effect to such exercise, there can be no assurance that
all or any of the Class A Warrants will be exercised. Moreover, the exercise
of any Class A Warrants will increase the net tangible book value per share of
shares held by current shareholders and decrease the net tangible book value
per share of the shares purchased pursuant to the Class A Warrant exercise.
Dilution is the reduction of value of the purchaser's investment measured by
the difference between the Class A Warrant exercise price and the net tangible
book value per share after the offering. The dilution per share will decrease
with the exercise of each additional Class A Warrant because the proceeds from
each such exercise will increase the Company's net tangible book value.

The following table sets forth the estimated dilution to be incurred by
those who exercise their Class A Warrants, based upon the assumptions that (i)
all of the Class A Warrants are exercised, (ii) 50% of the Class A Warrants are
exercised, and (iii) 25% of the Class A Warrants are exercised, respectively:

<TABLE>
<CAPTION>
100% 50% 25%
Class A Warrants Class A Warrants Class A Warrants
Exercised Exercised Exercised
---------------- ---------------- ---------------
<S> <C> <C> <C>
Warrant Exercise Price(1) $1.75 $1.75 $1.75

Net Tangible Book Value
Before Offering (Per Share)(2)(3).33 .33 .33

Number of Shares Outstanding
After Offering 4,993,414 4,418,414 4,130,914

Net Tangible Book Value
After Offering (Per Share)(4) .65 .51 .43

Increase Attributable to
Purchases by New Shareholders .32 .18 .10

Dilution to New Shareholders
(Per Share) 1.10 1.24 1.32

Percent of Warrant Exercise Price 62.9% 70.9% 75.4%

- ---------------------------------
<FN>
(1) Based on an exercise price of $1.75 per share for Class A Warrants.
Assumes no exercise of the Placement Agent's Warrant or Class A Warrants
issuable upon such exercise.

<PAGE>
<PAGE>
(2) Determined by dividing the number of shares of Common Stock outstanding
into the net tangible book value of the Company.

(3) At March 31, 1996, there were outstanding options and warrants (other than
Class A Warrants) to purchase 752,579 shares of Common Stock of the
Company at a weighted average exercise price of $1.84. The foregoing
calculations do not give effect to the exercise of any outstanding options
or other warrants. To the extent that these options or other warrants are
exercised, dilution to investors exercising Class A Warrants would be
reduced.

(4) After deduction of estimated offering expenses of $25,000.
</FN>
</TABLE>

As of March 31, 1996, the Company had issued and sold an aggregate of
3,843,414 shares of Common Stock for a total purchase price of $11,327,873, or
an average price per share of $2.95. This compares to a purchase price of
$1.75 per share for investors exercising Class A Warrants. Upon completion of
this Offering, assuming the maximum number of Class A Warrants are exercised
(assuming no exercise of the Placement Agent's Warrant or the Class A Warrants
issuable upon such exercise), and after deduction of expenses of the Offering,
exercising Warrantholders will have contributed 15% of the capital of the
Company for which they will have received 23% of the Common Shares.

<PAGE>
<PAGE>
CAPITALIZATION

The following tabulates the capitalization of the Company as of March 31,
1996 and as adjusted to give effect to the sale of the securities offered
hereby:

<TABLE>
<CAPTION>
Before the As
Offering Adjusted(1)(2)
---------- --------------
<S> <C> <C>
Long-Term Debt $ -0- $-0-

Stockholders' Equity (3)(4)
Common Stock $.004 par value,
12,500,000 shares authorized;
3,843,414 shares issued and
outstanding before Offering;
5,338,414 as adjusted; 15,374 21,354
Preferred Stock, $.04 par value;
2,500,000 shares authorized;
no shares outstanding -0- -0-

Additional Paid-In Capital 11,312,499 13,782,769

Accumulated Deficit (9,946,980) (9,946,980)

Total Stockholders' Equity 1,380,893 3,857,143
========= =========
- -----------------------------
<FN>
(1) Assumes the exercise of the Placement Agent's Warrant to purchase 230,000
shares of Common Stock and 115,000 Class A Warrants.

(2) Assumes the exercise of Class A Warrants to purchase an aggregate of
1,265,000 shares of Common Stock at a price of $1.75 per share, net of
estimated offering costs of $25,000.

(3) Does not give effect to (i) the possible issuance of an additional 752,579
Common Shares underlying options currently outstanding, (ii) up to 247,421
additional Common Shares reserved for issuance under the Company's Stock
Incentive Plan, or (iii) 300,000 shares of Common Stock reserved for
issuance under the ESPP. (See "MANAGEMENT - Stock Option Plan"; "PLAN OF
DISTRIBUTION" and "DESCRIPTION OF SECURITIES.")
</FN>
</TABLE>

<PAGE>
<PAGE>
USE OF PROCEEDS

The 3,464,000 shares of Common Stock covered by this Prospectus consist of
(i) 1,969,000 shares of Common Stock which were issued by the Company to the
Selling Securityholders in private transactions (See "SELLING
SECURITYHOLDERS"); (ii) 230,000 shares of Common Stock issuable upon exercise
of the Placement Agent's Warrant; and (iii) 1,265,000 shares of Common Stock
which may be purchased by the Class A Warrantholders upon exercise of
Redeemable Class A Common Stock Purchase Warrants at a price of $1.75 per
share. (See "PLAN OF DISTRIBUTION".)

The Company will not receive any of the proceeds from the sale of the
shares which may be sold by the Selling Securityholders. If Paulson exercises
the Placement Agent's Warrant, the Company will receive net proceeds of
$287,500. If all shares offered hereby are purchased pursuant to the exercise
of the Class A Warrants, of which there is no assurance, then the Company will
receive additional gross proceeds of up to $2,213,750. From the proceeds of
the Company Offering and the Placement Agent's Warrant Offering, the Company
will pay the expenses which will be incurred in connection with the
registration of the shares, which are estimated to be $25,000. The Selling
Securityholders will pay all commissions, discounts and other compensation to
any securities broker-dealers through whom they sell any of the shares.

Management anticipates that the proceeds, if any, which the Company
receives from the exercise of the Placement Agent's Warrant and/or the Class A
Warrants will be applied to provide additional working capital. Pending their
use, proceeds will be placed in short-term interest-bearing investment grade
securities, certificates of deposit or direct or guaranteed obligations of the
United States of America.

The Company regularly evaluates possibilities for the acquisition of other
businesses, technologies or products, but at present there are no negotiations,
arrangements, agreements or understandings with respect to any potential
material acquisition other than as noted in this Prospectus.

Due to an inability to precisely forecast the number of Units which may be
sold by the Company pursuant to the exercise of the Placement Agent's Warrant
or the number, if any, of Class A Warrants, which will be exercised, the
Company is unable to predict the precise period for which the Company Offering
or Placement Agent's Warrant Offering will provide financing. The Company's
working capital requirements are a function of its future sales growth and
potential business or product acquisitions, neither of which can be predicted
with any reasonable degree of certainty. The Company may need to seek funds
through loans or other financing arrangements in the future, and there can be
no assurance that the Company will be able to make such arrangements in the
future should the need arise. (See "RISK FACTORS".)
<PAGE>
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

The following discussion and analysis should be read in conjunction with
the Financial Statements and Notes thereto appearing elsewhere in this
Prospectus.

LIQUIDITY AND CAPITAL RESOURCES - MARCH 31, 1996 COMPARED TO DECEMBER 31, 1995
- ------------------------------------------------------------------------------
Total assets decreased from $2,000,113 at December 31, 1995 to $1,696,601
at March 31, 1996, a decrease of $303,512, or 15.2%. During this same period,
total liabilities increased slightly from $310,167 to $315,708.

The decrease in total assets was primarily a result of a $373,941, or 21.3%
decrease in the Company's current assets from $1,752,703 to $1,378,762.
Although the restricted cash balance at December 31, 1995 of $425,000 was
released to the Company during this period, and accounts receivable decreased
from $389,608 to $174,210, the Company's cash position improved only slightly
from $739,952 to $857,589. The overall decrease in current assets was
moderately offset by a $147,124, or 87.0% increase in inventory.

The net result of fixed assets acquisition, on the one hand, and
depreciation, on the other, led to a $3,737 increase in net property and
equipment. Other assets, net, increased from $33,963 to $100,655 as a result
of the acquisition of certain intangible assets from Tecnal Products, Inc. and
the capitalization of costs related to internally-developed software.

During the three-month period ending March 31, 1996, the Company's total
liabilities increased $5,541 from $310,167 to $315,708. Increases in accounts
payable and payroll related liabilities were substantially offset by decreases
in royalties payable and other current liabilities.

As a result of the foregoing, the Company's working capital decreased from
$1,442,536 at December 31, 1995 to $1,063,054 at March 31, 1996, a decrease of
$379,482, or 26.3%.

Stockholders' equity showed a corresponding decline for the quarter, from
$1,689,946 at December 31, 1995 to $1,380,893 at March 31, 1996, a decline of
$309,053, or 18.3%.

Other than the foregoing, management knows of no other trend, or other
demands, commitments, events or uncertainties that will result in, or that are
reasonably likely to result in, a material impact on the liquidity and capital
resources of the Company.

RESULTS OF OPERATIONS - THREE MONTHS ENDED MARCH 31, 1996 COMPARED TO THREE
MONTHS ENDED MARCH 31, 1995 (UNAUDITED)
- ---------------------------------------------------------------------------
In October, 1995, the Company embarked on a comprehensive re-design of its
core optical trapping, cutting, and manipulating products. This effort was
undertaken to provide customers with a new, computer-controlled, workstation-
based product line. As a result of this re-design, the Company's new products
required testing and certification by an outside entity to ensure compliance
with certain regulations of the Federal Communication Commission (FCC) and
European Community Directive 93/465/EE, which became effective January 1, 1996.
Although such a certification is typically not time-consuming, many other
companies required the same type of testing during the same time-frame. As a
result, the Company was unable to obtain a testing appointment early enough in
the first quarter of 1996 to allow for the assembly and shipment of the newly-
designed product by March 31, 1996. The majority of orders received during the
first quarter of 1996 were for the newly-designed products. Therefore,
although the Company had a backlog of approximately $330,000 at March 31, 1996,
revenues for the three months then ended amounted to only $58,624, compared
with revenues of $194,679 for the same period last year. This represents a
$136,055, or 69.9% decrease. All products in the Company's new instrument line
have now passed both FCC and European Community testing.

Costs of sales decreased from $159,531 during the three-month period ending
March 31, 1995 to $53,904 for the comparable period in 1996, reflecting
decreased sales. Gross profit decreased similarly from $35,148 to $4,720. The
Company's gross margin as a percent of sales decreased from 18.1% during the
1995 period, to 8.1% during the comparable period in 1996. This was also the
result of the low volume of sales during the first quarter of 1996.

Total operating expenses increased $144,131, or 48.7%, from $296,168 during
the three-month period ending March 31, 1995, to $440,299 during the comparable
period in 1996. Salaries and other operating expenses accounted for the
majority of this increase. Salaries increased $35,701, or 36.8%, from $96,935
to $132,636, reflecting increased pay rates, and the addition of personnel.
During the three months ended March 31, 1996, other operating expenses
increased $103,384, or 143.5%, to $175,417 from $72,033 during the comparable
period in 1995. This bulk of this increase was subcontracted research and
other expenses incurred in relation to the Company's two grants under the Small
Business Innovation Research Program, funded by the federal government.
Expenditures by the Company related to these grants are reimbursable by the
federal government, and such reimbursement is reflected in grant revenue. Also
contributing to the increase in other operating expenses was increased
expenditures related to the re-design of the Company's core products, and the
design of new products incorporating the technology acquired from Tecnal
Products, Inc.

As a result of the foregoing, the Company incurred a loss from operations
of $(435,579) during the three-month period ending March 31, 1996, an increase
of $174,559 over the $(261,020) loss from operations incurred during the
comparable period of 1995.

During the three months ended March 31, other income and expenses increased
from a $119,058 net deduction during the period in 1995, to a $84,965 net
contribution to income during the period in 1996. Two factors were primarily
responsible for this change. First, interest expense was significantly reduced
from the 1995 to the 1996 period, having gone from $123,009 in 1995 to $595 in
1996. This reduction reflects the conversion to equity of a shareholders' note
payable in September, 1995, substantially reducing the Company's outstanding
debt. Secondly, the Company realized $69,190 in grant revenue during the 1996
period, as it was reimbursed for expenditures related to work performed under
its two Small Business Innovation Research grants. In addition, during the
first quarter of 1996, the Company realized $10,520 in interest income,
primarily the result of interest on funds raised during the Company's private
offering of its securities.

The Company's net loss for the three months ended March 31, 1996 was
$(350,614), which is a slight improvement over the net loss of $(380,078)
incurred during the comparable period of last year. On a per share basis, this
amounts to a $(0.09) loss per share during the first quarter 1996, compared to
a $(.34) loss per share during the first quarter of 1995. As a result of the
Company's private placement of its securities in September, 1995, the weighted
average common shares outstanding increased from 1,132,294 at March 31, 1995 to
3,833,222 at March 31, 1996.

Other than the foregoing, management knows of no trend, or other demands,
commitments, events or uncertainties that will result in, or are reasonably
likely to result in, a material impact on the Company's results of operations.

<PAGE>
<PAGE>
BUSINESS

Overview
- --------
Cell Robotics has developed a series of advanced scientific instruments
that increase the usefulness and importance of the conventional laboratory
microscope as a tool in medical, biological, and genetic applications in the
life sciences. Its technologies are sophisticated add-on products which
transform a microscope from an instrument for simply viewing microspace to a
microrobotics laboratory. Using laser-generated optical traps and high-
precision motorized stages, Cell Robotics' instruments change the microscope
from a tool of simple visualization, identification, and measurement, to one
that permits a scientist or clinician to physically manipulate and microdissect
(e.g., pick up, isolate, move, perform microsurgery, sort, etc.) living cells
and other objects in the microscopic field of vision. These instruments are
being used in a variety of applications in the life sciences.

Prior to the Company's development of its proprietary products, the only
instruments available to scientists to isolate, manipulate, and dissect
microscopic biological specimens have been mechanical micromanipulators that
not only lack precision and accuracy but also frequently result in damage to
the biological material.

History
- -------
Cell Robotics was organized in 1988 under the laws of the State of New
Mexico to develop and commercialize the discoveries embodied in the AT&T patent
as well as related technologies. In 1989, it obtained an exclusive license
from the Los Alamos National Laboratory ("LANL") covering 3 patented
technologies. In 1991, it obtained a non-exclusive license covering the AT&T
patent and, using funding provided by Mitsui Engineering & Shipbuilding Co.,
Ltd. ("Mitsui"), began developing instruments using those technologies. In
1994, the license with AT&T was converted from non-exclusive to exclusive. In
February 1995, Cell Robotics undertook a reorganization with Intelligent
Financial Corporation, a Colorado corporation (the "Reorganization" and "IFC,"
respectively), pursuant to which IFC acquired 100% of the issued and
outstanding shares of Common Stock of Cell Robotics in a transaction accounted
for as a reverse merger and subsequently changed its name to "Cell Robotics
International, Inc."

<PAGE>
<PAGE>
Recent Financing
- ----------------
On September 19, 1995, the Company successfully completed a private
offering of 115 Units of its securities, each Unit consisting of 20,000 shares
of Common Stock and 10,000 Class A Warrants (the "Private Offering"). The
Units were offered and sold by the Company through Paulson Investment Company,
Inc. ("Paulson"), a registered broker-dealer and New York Stock Exchange
member, which served as Placement Agent under a Placement Agency Agreement.
Pursuant to the terms of the Placement Agency Agreement, Paulson was paid a fee
in connection with the Private Offering equal to ten percent (10%) of the
aggregate offering price of $2,875,000, or $287,500. In addition, Paulson
received five percent (5%) of the aggregate offering price, or $143,750, as a
non-accountable expense allowance. Finally, the Company issued to Paulson the
Placement Agent's Warrant, which is exercisable for a period of five (5) years
to purchase 11.5 additional Units at $25,000 per Unit.

Investors in the Private Offering executed Subscription Agreements which
included an agreement that fifty percent (50%) of the shares of Common Stock
and Class A Warrants acquired in the Private Offering could not be sold by such
investor prior to August 31, 1996 without the consent of the Company and
Paulson. However, effective April 25, 1996, the Company and Paulson agreed to
release the Investors in the Private Offering from the lock-up provisions
contained in the Subscription Agreements. (See "DESCRIPTION OF SECURITIES -
Class A Warrants.")

As a result of the successful completion of the Private Offering, the
Company and Mitsui completed certain transactions pursuant to the terms of the
Financing Agreement. Those transactions included the payment by the Company to
Mitsui of the sum of $250,000, the contribution by Mitsui to equity of
approximately $5,400,000 in outstanding principal obligation, together with
accrued and unpaid interest, and the issuance by the Company to Mitsui of an
additional 177,887 shares of Common Stock. (See "CERTAIN TRANSACTIONS -
Financing and Capital Contribution Agreement.")

Core Technology
- ---------------
The patent-protected technology of Cell Robotics' principal product,
LaserTweezers(-TM-), was initially developed by research scientists at AT&T who
discovered that by using a highly-focused laser beam, one could hold, or trap,
and manipulate biological material. It was also discovered that using certain
wavelengths of light, this could be accomplished without damaging the
biological materials held in the optical trap. The patent covers all optical
trapping using light having a wavelength greater than 800 nanometers. The
scope of the AT&T patent is critical to the Company's competitive advantage
inasmuch as light having a wavelength of greater than 800 nanometers is
generally benign to biologic material.

The Company's core technology allows the scientific investigator to
visually examine a biological sample and to enter the sample's environment in
order to levitate, transport, sort or perform a variety of other manipulations
on a cell or other object of interest with no physical contact. While the
investigator is performing these operations, the sample can remain in the
microscopic field of vision in a closed and sterile environment.

Dissection can be accomplished either through the use of lasers with
different wavelengths through the use of light wave pulses or bursts. Such a
<PAGE>
<PAGE>
process is not protected by any patents held either by the Company or others
and accordingly represents only technological know-how of the Company.
Nevertheless, the Company's LaserScissors(-TM-) demonstrate material advantages
when used in connection with the LaserTweezers(-TM-) and CellSelector(-TM-).
(See "BUSINESS - Intellectual Property.")

Products
- --------
Using patented or proprietary technology that the Company either owns or
licenses, the Company has developed and begun marketing the following
microrobotic instruments:

LaserTweezers(-TM-)2000, and LaserTweezers(-TM-)100 -
-----------------------------------------------------
LaserTweezers(-TM-)2000 is mounted on a Zeiss, Nikon, or Olympus
inverted microscope and consists of the laser module, the electronic
controller with a trackball, a motorized microscope stage and Z axis
control, a video camera and monitor. The LaserTweezers(-TM-)2000 uses a
980 nanometer laser and is available in either a 750 or 1,000 milliwatt
power.

LaserTweezers(-TM-) is the Company's flagship instrument utilizing
its patented technology, allowing scientists to hold, or trap, and
manipulate microscopic specimens using a single beam of intense radiation
produced by a laser. The light energy is transmitted through a microscope
lens system, penetrates certain physical barriers, and manipulates
microscopic objects without any physical contact and without any
detectable damage to living cells or tissues. This technology allows the
scientific investigator to visually examine a biological sample to perform
a variety of manipulations on a cell or other object with no physical
contact. While the investigator is performing these operations, the
sample can remain in the microscopic field of vision in a closed and
sterile environment. The LaserTweezers(-TM-) work by using radiation or
"light" pressure from a laser. Several forces in the laser beam combine
to produce a three-dimensional trap that permits the easy manipulation of
microscopic objects.

The Company is currently introducing its newest product, the
LaserTweezers(-TM-)100, which is an 830 nanometer solid-state diode laser
at 100 milliwatts of power that is mounted directly under the focusing
lens of an inverted microscope and consists of a laser module and a
motorized stage. Depending upon features and options specified by the
customer, LaserTweezers(-TM-)2000 sells for retail prices of between
$50,000 and $60,000, and the LaserTweezers(-TM-)100 sells for a retail
price of $10,000.

LaserScissors(-TM-) -
---------------------
The LaserScissors(-TM-)2000 is mounted on an inverted microscope and
consists of a laser module when used with the LaserTweezers(-TM-). If
sold alone, the LaserScissors requires a laser module, the electronic
controller with a trackball, a motorized microscope stage and Z axis
control, a video camera and monitor. LaserScissors(-TM-) is a laser-based
system for microdissection that functions as a microscalpel. The two
lasers of the LaserTweezers and LaserScissors can be used concurrently.
Depending upon features and options specified by the customer,
LaserScissors(-TM-) sells for retail prices of between $25,000 and
$30,000.

<PAGE>
<PAGE>
CellSelector(-TM-) -
--------------------
The CellSelector(-TM-) mounts on the LaserTweezers(-TM-) stage and is
a precisely controlled syringe pump that can inject or extract minute
volumes of fluid into or from a cell chamber with a high degree of
accuracy. The CellSelector(-TM-) allows an investigator to deliver exact
amounts of a sample to the field of vision, or to remove individual cells
or particles. The Company believes it is an easier and more precise tool
for cell selection than standard cell selectors because of its precise
control of fluid quantities. Depending upon features and options
specified by the customer, the CellSelector(-TM-) sells for retail prices
of approximately $6,000.

SmartStage(-TM-) -
------------------
The SmartStage(-TM-) is a high precision motorized microscope stage
for use with both standard upright and inverted microscopes. The
SmartStage(-TM-) is particularly suited for settings where automated
scanning of multiple microscope slides is required or with image analysis
systems. The SmartStage(-TM-) responds to simple text commands from a
computer and is easily incorporated into almost any existing imaging
system. Depending upon features and options, the SmartStage(-TM-) sells
for retail prices of between $12,000 and $14,000.

"C" Stage(-TM-) -
-----------------
The "C" Stage(-TM-) is a small version of the SmartStage(-TM-) that
can be fitted to inverted microscopes. The "C" Stage(-TM-) sells for
$6,000.

Product Applications
- --------------------
The fundamental technology embodied in the Company's products permits a
high degree of flexibility to respond to the needs of different customers. The
Company has identified certain research and clinical applications, and as the
technology becomes increasingly accepted, the Company believes that new
applications can be relatively quickly developed and delivered to the market.

The Company is continually engaged in the research and investigation of
particular applications for its technology. Frequently, that research is
conducted under grants and results in the publication of reports in scientific
journals and presentations at trade shows and conferences. In this manner, the
Company is able to demonstrate to the scientific community new applications for
its products while at the same time responding to market demands.

General Product Applications
----------------------------
Principal applications of the Company's products can be categorized
functionally as those that require (1) single cell or particle separation,
(ii) cell-cell interactions, (iii) microdissection, or (iv) intracellular
manipulation.

Cell Separations
----------------
The advantage of the LaserTweezers in performing single cell
separations is that unlike cell sorting with flow cytometers or
even manually operated micromanipulators, the object selected
for separation can be isolated with absolute purity, without
physically touching the object, and in a totally sterile
environment, prerequisites for many of the experiments performed
in the modern molecular and cell biology laboratories throughout
the world today.<PAGE>
<PAGE>
Cell-Cell Interactions
----------------------
The LaserTweezers is an instrument that can be used to perform
experiments to study how two or more cells interact. The cell
chamber can be quickly scanned with the motorized stage to
identify the cells of interest. Each cell can be trapped, then
brought into the vicinity of the other cell or cells with which
it is to interact. The cells can be made to touch or left at
precise distances from each other. Alternative devices
(micromanipulators) do not offer the ability to move the cells
without touching them physically, which always carries the risk
of damaging the cells.

Microdissection
---------------
The LaserScissors can be used alone or as a supplemental tool
with other Cell Robotics' products to microdissect cells and
subcellular components. This laser microscalpel has been used
to place small incisions in the cell membrane. Laser power can
be adjusted so that cells can either be killed or have their
membranes momentarily opened so that they reseal and the cell
continues to live. These manipulations have been performed (i)
to allow the introduction of other material into the cell such
as DNA, (ii) to fuse two cells or protoplasts that have been
placed together by LaserTweezers, or (iii) to remove
intracellular organelles from the interior of the cell to be
isolated and collected using LaserTweezers and CellSelector.
The laser surgery can be so fine that cellular components inside
a cell, such as a chromosome, can be cut without harming the
rest of the cell. The technology enables the researcher to
study the consequences of such microsurgery as the cell
continues to function. When combined with the single cell
isolation and separation of cell-cell interaction capabilities
of other Cell Robotics products, the microdissection
capabilities allow experimental protocols not possible with
other techniques.

Intercellular Manipulation
--------------------------
The Company believes that the LaserTweezers is currently the
only instrument that allows the manipulation of intracellular
components such as chromosomes, vesicles, mitochondria, nuclei,
or cytoskeletal elements without damaging or killing the cell
being studied. Many biologists in cancer research, immunology,
neurobiology, genetics, and reproductive biology are interested
in being able to control or manipulate intracellular components
in an effort to understand basic cellular mechanisms.
Experiments that use LaserTweezers to block or change normal
movement of chromosomes, vesicles, or other components in live
cells can now be evaluated to see how single cells or cell-cell
interactions are affected by these manipulations.

Specific Research Applications
------------------------------
The Company has either demonstrated itself or is aware of others
utilizing its products in the following research applications:

Cancer Research and Immunology
------------------------------
LaserTweezers has been used effectively in the isolation and
separation of stem cells from bone marrow or spleen, fetal cells
from maternal blood, and natural killer cells from blood.<PAGE>
<PAGE>
Cell-cell interaction applications using the LaserTweezers
include bringing natural killer cells into contact with cancer
cells, placement of liposomes containing viral particles into
contact with immune cells, or placement of microbeads
impregnated with anti-cancer drugs into close proximity to
cancer cells to study the pharmacological efficacy of the drugs.

Neurobiology
------------
LaserTweezers has also been effectively used to isolate
dissociated neuron cells and strategically place coded
microbeads next to them to show how pathfinding of neurons is
affected by chemical guideposts.

Assisted Reproductive Techniques (ART)
--------------------------------------
Several institutions have used the Company's products to
separate sperm with optical trapping. In addition, these
institutions are investigating various parameters such as
optimal wavelength of laser, possible deleterious effects of
laser manipulation of sperm, and the ability of LaserTweezers to
trap and move the highly motile spermatozoa of animals. While
current ART require multiple micromanipulators and highly
trained technicians, the Company believes its products can in
practice replace or supplement many of the tools currently used
and reduce the time and cost of training qualified technicians
to perform the tasks. LaserTweezers and Laser Scissors have the
potential of offering greater precision, less risk of damage to
gametes, and increased efficiency while reducing the costs of
these procedures.

Genome Research
---------------
LaserTweezers has been used successfully in the separation of
individual chromosomes in solutions. LaserScissors provides a
means to microdissect chromosomes and to fuse cells that have
been brought together by LaserTweezers. The ability to easily
separate, microdissect, and manipulate chromosomes or cells that
have special genetic characteristics with LaserTweezers and
LaserScissors has the potential to aid in understanding the
genetic codes of many organisms.

Marketing, Sales and Distribution
- ---------------------------------
Principal markets for the Company are the researchers using inverted
microscopes in universities, research laboratories, biotech and pharmaceutical
companies and commercial laboratories currently conducting biological research.
The Company intends to focus its marketing efforts in North America and in
selected international markets.

The Company's marketing strategy is to identify key scientists who are
engaged in specific research applications for which the Company's instruments
are particularly well suited. Such individuals command the respect and
attention of their peers and enjoy large audiences for their work. By
introducing these leading scientists to the advantages of the Company's
technology, the Company believes that market penetration can be
accelerated.

To date, the Company has completed the installation of 45 systems
(including various configurations of products and options) to a total of 43
customers.

The Company's marketing plan involves a combination of direct and indirect
sales strategies designed to gain market penetration by increased exposure.
The Company has developed distribution arrangements within the industry with
both manufacturers and dealers. In addition, the Company effects direct sales
through employees and independent representatives. To date, the Company has
retained three (3) independent manufacturer's representatives and one (1)
distributor (Zeiss) in the U.S. Internationally, the Company has four (4)
dealers in Scandinavia and Southeast Asia.

In April, 1995 the Company entered into a distribution agreement with Carl
Zeiss, Inc. ("Zeiss"), one of the largest worldwide manufacturers of inverted
microscopes and high quality lenses. Under the agreement, Zeiss has been
granted co-exclusive distribution rights for the Company's instruments in North
America, meaning that both Zeiss and the Company have the right to market and
sell within this geographical area. The Company has agreed to make product
available to Zeiss at a discount of 30% on high-end products and 20% on other
products. The agreement has a term of two years, expiring December 31, 1996.
Zeiss has a North American sales staff of approximately 50 persons and active
distribution and marketing channels within the area. The Company has completed
training Zeiss' specialists and approximately half of its sales staff, and has
realized initial sales through this alliance. The Company intends to place
significant reliance upon its relationship with Zeiss for its North American
sales.

The Company has also entered into a distribution agreement with Mitsui
pursuant to which Mitsui has been granted exclusive distribution rights for the
Company's products in Japan for a term of ten (10) years. During the years
ended December 31, 1994 and 1995, sales by Mitsui represented approximately 40%
and 25%, respectively, of the Company's total sales for the period. Because
the Company's direct sales effort was limited and the Company did not have its
strategic relationship with Zeiss in place during 1994, the Company believes
that the high proportion of sales generated by Mitsui in 1994 is not
necessarily indicative of the percentage of sales which Mitsui will generate in
future periods.

Advertising and promotional efforts are both direct and indirect. With a
portion of the proceeds of this Offering, the Company will advertise in trade
journals and attend both national and international trade shows where its
scientists frequently present papers and lectures on the Company's
technological advances and proprietary instruments. Trade shows, in
particular, give the Company the kind of face-to-face exposure to end users
that the Company believes will be its best means to increase sales.

The Company's ongoing scientific research forms the subject matter of
papers which are published in scientific journals and magazines. The
publication and circulation of these papers has the effect of exposing the
scientific community to the Company's technology and proprietary instruments.

The Company has generated only limited sales to date and, while it has
engaged in initial marketing efforts, there can be no assurance that its
analysis of the potential markets for its products will be confirmed by actual
experience.<PAGE>
<PAGE>
Manufacturing
- -------------
The Company's products are manufactured through a combination of
outsourcing and assembly at the Company's facilities in Albuquerque, New
Mexico. The Company currently has in place detailed assembly and testing
procedures on each of its products.

The Company has found that outsourcing certain manufacturing processes
maximizes its use of capital, labor and material resources. The Company
generally purchases single or limited source materials and components pursuant
to purchase orders and has no guaranteed supply arrangements with such
suppliers. In addition, the availability of these materials and components to
the Company is dependent in part upon the Company's ability to provide its
suppliers with accurate forecasts of its future requirements. The Company
endeavors to maintain ongoing communication with its suppliers to guard against
interruptions in supply and, to date, generally has been able to obtain
adequate supplies in a timely manner from its existing sources. However, since
the Company has only recently begun efforts to increase sales, there can be no
assurance that its relationships with suppliers will be adequate to respond to
future demand.

The Company currently has a single source of supply for two of its lasers
and the electrical motors used to drive its stages. In the event of a failure
of any of these suppliers, the Company believes that it could change to
alternate suppliers with only minor redesign of its products and no material
delay in shipment.

The Company currently has two employees in manufacturing, one full-time
and one part-time. The Company believes that its current manufacturing
capacity will be sufficient for twelve (12) months from the date of this
Prospectus.

All of the Company's instruments are sold with a one (1) year warranty.
To date, the Company has experienced no returns and only a few customer
complaints.

Competition
- -----------
The Company believes that its success is highly dependent upon its gaining
broad market recognition with its existing products, developing new
applications for its core technology and expanding that technological base with
new developments and discoveries to enhance existing products and develop new
products to respond to changing customer requirements and emerging industry
standards. There can be no assurance that the Company can achieve these goals.

The Company believes that the principal factor effecting its competitive
position is the suitability of its instruments for a particular application.
Because of the highly specialized nature of its markets, such traditional
competitive factors as price, performance, delivery, upgradability and support
are less significant. The Company believes that it currently has the potential
of enjoying a favorable position in the existing and potential emerging markets
for its products primarily as a result of its proprietary technology. However,
the Company faces potential competition from a number of established domestic
and international companies, all of which have vastly greater engineering,
manufacturing, marketing and financial capabilities in the Company. The
ability of the Company to compete successfully in existing and future markets
will depend on elements both within and outside its control, including, but not
limited<PAGE>
<PAGE>
to, its success in market penetration, protection of its products by effective
utilization of intellectual property laws, including full exercise of its
patent rights, improvements in product quality and reliability, ease of use and
price, diversity of product line, efficiency of production, the rate at which
customers incorporate the Company's instruments into their products, product
introductions by the Company's competitors and general domestic and
international economic conditions.

Intellectual Property
- ---------------------
Patents and Licenses.
--------------------

The Company licenses one (1) U.S. patent from AT&T, three (3) U.S. patents
from the Regents of the University of California, Los Alamos National
Laboratory ("LANL"), holds two (2) additional patents, and has two (2) patent
applications pending.

AT&T License.
-------------

The Company has entered into a license agreement with AT&T pursuant
to which the Company has been granted a worldwide exclusive license to
manufacture, use and sell products and processes covered by the claims of
one (1) U.S. patent held by AT&T related to "Optical Traps." The patent
expires in 2007. The inventions covered by the AT&T patent and license
apply to the Company's LaserTweezers(-TM-) and include not only a patent
issued in the United States but also in Canada, Japan, Australia, Hong
Kong and the European community. Under the terms of the license, the
Company is required to pay a royalty equal to five percent (5%) of the
value of each product sold utilizing the patents, subject to minimum
annual royalties of $50,000 per year at December 31, 1995 and increasing
by an additional $50,000 per year to as high as $500,000 per year,
regardless of actual sales. As of the date of this Prospectus, the
Company is current in its minimum royalty payment obligations under the
AT&T license. However, the Company recognizes that the minimum royalty
will escalate to a substantial annual capital commitment, and there can be
no assurance that its future financial condition or results of operations
will be able to support that commitment.

LANL License.
-------------

The Company has executed a license with LANL pursuant to which it has
been granted the exclusive worldwide rights to manufacture, use and sell
products and processes covered by the claims of two(2) U.S. patents held
by LANL expiring between 2007 and 2014, relating to various aspects of
laser technology, including laser transport and spectral imaging. The
exclusive patent license agreement was initially executed on September 22,
1989 and was later modified by agreements executed on June 29, 1990, March
22, 1993 and the latest renegotiated license was executed on January 5,
1996. Under the terms of the recently renegotiated LANL license, the
Company cured its prior royalty deficiency by agreeing to pay a total of
$15,000, of which $7,500 was paid upon execution and $7,500 will be
payable on or before January 1, 1997. In addition, the Company is
obligated to pay an annual license<PAGE>
<PAGE>
maintenance fee of $5,000, with the first payment due on June 1, 1996 and
thereafter on January 1 of each successive year. In addition to the
license maintenance fee, the Company will pay a royalty of 4% on sales
derived from one patent and a royalty of 2% from sales derived from
another patent. Royalties on sales are credited against the annual
license maintenance fee. In addition, on or before March 31, 1996, the
Company was required to prepare and present to LANL sales commitments for
the years 1997 through 2000, which commitments shall become minimum
performance requirements under the license agreement which if not achieved
will give LANL the right to immediately terminate the license. If the
Company is unable to comply with any of the renegotiated terms of the
license, LANL has the right to terminate the licenses and all rights to
exploit the LANL patents shall revert to LANL without any residual
interest in the Company. Such an event could have a material adverse
effect on the Company's ability to develop future products.

The Company's license with LANL covers two (2) patents: one covering
a technology that permits examination of multiple characteristics of a
cell simultaneously; and one covering laser transport of biological
material. The Company does not utilize any of the LANL patents in its
current products. However, the Company does believe that the patent
covering laser transport has potential value and future commercial
application, since it allows sorting of cells and other biological
material with greater accuracy and precision than current commercial
products permit.

Recent Technology Acquisition.
------------------------------
On January 10, 1996, the Company acquired from Tecnal Products, Inc., a
subsidiary of Lovelace Scientific Resources, Inc., one U.S. patent, one U.S.
and one foreign patent applications and a strategic license. These
acquisitions comprised a package of technological assets covering two laser
products: a low-cost, high-power solidstate laser that eliminates many of the
delicate optical requirements of conventional solidstate lasers, and a laser
perforator (Lasette) that will permit a nearly painless method of obtaining
fingerstick blood samples for monitoring the blood sugar levels of diabetic
patients. The license agreement which was acquired is with New Technology
Enterprise Center (NTEC) of Russia which was originally responsible for the
development of the technologies acquired from Tecnal Products, Inc.

The advanced laser design can be used in a large variety of laser
applications, including skin resurfacing (facial wrinkle removal), laser
dentistry, eye surgery and other medical and industrial procedures. The
Company intends to augment its recently-announced Cell Robotics Workstation and
its LaserTweezers(-TM-) and LaserScissors(-TM-) with new products based upon
this advanced design.

The Company acquired the technological assets in consideration of cash
payments in the amount of $15,000, the issuance of an aggregate of 17,500
shares of Common Stock and the grant of 1% royalty on future sales based upon
the technology, with a lifetime maximum of $20,000.

On May 13, 1996, the Company granted to GEM Edwards, Inc. ("GEM"), an Ohio
corporation, a license pursuant to which GEM has been granted an exclusive,
non-transferrable, non-sublicensable license to manufacture, sell and
distribute, throughout the United States, products utilizing technology
developed or owned by the Company and protected by one (1) U.S. Patent and one
(1) U.S. Patent Application (the "GEM License"). Under the terms of the GEM
License, GEM is obligated to pay the Company a royalty equal to fifteen percent
(15%) of all Product Revenue for each of the first 2,500 product units sold,
leased or otherwise disposed of during any year, and ten percent (10%) of all
product revenues generated from the sale, lease or other disposed of product
units in excess of 2,500 units during any given year. GEM is also obligated to
pay a royalty on all peripheral products sold, such as infection control,
finger shields, batteries and recharge kits, equal to ten percent (10%) of all
peripheral product revenues where GEM's audited gross margin is equal to or
greater than 40%, with such royalty percentage to be proportionately reduced on
sales of peripheral products where GEM's audited gross margin is below 40%.
The term of the GEM License is the tenth (10th) anniversary of the GEM License,
or the expiration of the latest Licensed Patent covered by the GEM License,
whichever is later.

CRI's Patents.
--------------
The Company has also been issued two (2) patents and has two (2) patent
applications pending. The patents have been issued for the United States only,
one covering three dimensional mechanical staging and the other a specialized
chamber for the LaserTweezers(-TM-).

Because of rapid technological developments in the micromanipulation
industry and the broad and rapidly developing patent coverage, the patent
position of the Company is subject to certain uncertainties and may involve
complex legal and factual issues. Consequently, although the Company holds
certain patents, is licensed under other patents and is currently prosecuting
additional patent applications, there can be no assurance that patents will
issue from any pending or future applications or that claims allowed by any
existing or future patents issued or licensed to the Company will not be
challenged, invalidated or circumvented, or that any rights granted thereunder
will provide adequate protection to the Company. Moreover, the Company may be
required to participate in interference proceedings to determine the priority
of inventions, which could result in substantial costs to the Company.

Other Intellectual Property.
----------------------------
In addition to its patent rights, the Company relies upon certain
proprietary know-how in its manufacturing process and has entered into employee
and third party nondisclosure agreements to protect its proprietary technology.

Although the Company has not received any claims that its products
infringe on the proprietary rights of third parties and believes that there
exists no basis for such a claim, there can be no assurance that third parties
will not assert infringement claims against the Company in the future with
respect to current or future products or that any such assertion may not
require the Company to enter into royalty arrangements or result in protracted
or costly litigation.<PAGE>
<PAGE>
Research and Development
- ------------------------
The Company's success will depend in large part upon its ability to
enhance existing products and to continue developing new products incorporating
the latest improvements in laser technology. Accordingly, the Company is
committed to investing significant resources in research and development
activities.

During the year ended December 31, 1995 and in the three months ended
March 31, 1996, the Company spent $$450,657 and approximately $160,000,
respectively, on internal research and development programs. As of March 31,
1995, three (3) of the Company's scientists and engineers were engaged
primarily in research and development activities. The majority of funds
expended by the Company for its internal research and development activities
was derived from sales of capital stock and short-term borrowings from its
principal shareholder, Mitsui. The Company does not have any research
arrangements with outside R&D firms and does not anticipate entering into
development arrangements with third parties in the foreseeable future. The
Company does not perform any research and development under contract to third
parties.

While the Company is actively engaged in long-term research projects and
the development of potential future applications for its core technology, these
projects are in the very preliminary stage and there can be no assurance that
any of these programs will be continued or completed. Even if these programs
are successful, the Company does not expect to introduce any resulting products
for at least six (6) months, and there can be no assurance that any such
products will be commercially successful.

Government Regulation
- ---------------------
The Company is subject to a variety of government regulations pertaining
to various aspects of its manufacturing processes. However, the Company
believes that it is in compliance with all applicable regulations and estimates
the annual cost of such compliance to be nominal. For research applications,
the Company's products do not require the approval of nor are they subject to
regulation by the United States Food and Drug Administration. However, the
Company's products may be used for laser-assisted reproduction applications.
As a result, preliminary discussions have been initiated with the FDA regarding
the requirements for the new applications. There can be no assurance that
changes in government regulations will not result in the imposition of other
requirements that could impose significant costs upon the Company or impede its
operations. Any failure by the Company to comply with government regulations
could subject it to future liability.

Employees
- ---------

At March 31, 1996, the Company had eight (8) full-time employees and three
(3) part-time employees. Of the full-time employees, 3 were principally
engaged in research and development, 1 1/2 in manufacturing, 2 in marketing and
sales and the balance in administration and finance. None of the Company's
employees is represented by a labor union or covered by a collective bargaining
agreement. The Company has experienced no work<PAGE>
<PAGE>
stoppages and believes that its employee relations are good. The Company
believes that its success will depend, in part, on its continuing ability to
attract and retain qualified technical, marketing and management personnel.

Facilities
- ----------
The Company leases its offices and manufacturing facility in Albuquerque,
New Mexico. The facility consists of 12,132 square feet which contains the
corporate offices and houses production, testing and inventory. The lease
requires monthly payments of $7,900 and expires November 30, 1997. The Company
subleases 3,000 square feet of the facility at the rate of $1,950 per month,
which sublease expires upon sixty (60) days' notice. The Company currently
intends to continue its occupancy of its existing facility and believes that
this facility is adequate for its present and near-term requirements. The
equipment, fixtures and other assets of the Company located within the facility
are adequately insured against loss.

Legal Proceedings
- -----------------
The Company is not engaged in any pending or threatened material legal
proceedings.<PAGE>
<PAGE>
MANAGEMENT

The following are the Company's officers and directors:

<TABLE>
<CAPTION>
Director and/or Executive
Name and Position in the Company(1) Age Officer Since
- ----------------------------------- --- -------------------------
<S> <C> <C>
Dr. Ronald K. Lohrding 55 1995
CEO, President and
Chairman of the Board

Craig T. Rogers 33 1991
CFO, Secretary, Treasurer
and Director

Mark Waller 45 1995
Director

Dr. Raymond Radosevich 57 1995
Director

Dr. Denis Burger 52 1995
Director
- ----------------------------
<FN>
(1) There exists no family relationship between any officer or director.
</FN>
</TABLE>

Dr. Ronald K. Lohrding, Dr. Lohrding has served as the Company's Chief
Executive Officer, President and Chairman of the Board since February 23, 1995.
He co-founded the wholly-owned subsidiary, Cell Robotics, Inc., in 1988 and has
served as the Chairman, President and CEO since incorporation. He is a
seasoned manager with over 20 years of management experience. He received his
Ph.D. in mathematical statistics from Kansas State University, and then spent
over twenty years at Los Alamos National Laboratory (LANL) as an R&D manager
and as a scientist. He served as LANL's Assistant Director for Industrial and
International Initiatives, Deputy Associate Director for Environment and
Biosystems, as well as Program Director for Energy, Environment and Technology,
among other senior management positions. Concurrently, he has been a general
partner in seven successful real estate partnerships, two of which are still
currently active. Other than the Company, Dr. Lohrding does not currently
serve as a director of any other reporting company.

Craig T. Rogers. Mr. Rogers was originally elected to serve as the Chief
Executive Officer, President and a Director of the Company's predecessor,
Intelligent Financial Corporation, effective June 30, 1991. As a result of the
Reorganization, Mr. Rogers resigned as the Chief Executive Officer and<PAGE>
<PAGE>
President and, in February 1995, concurrently was appointed Chief Financial
Officer, Secretary and Treasurer. Mr. Rogers remains as a Director of the
Company. Mr. Rogers has also served as Chief Operating Officer of The Rockies
Fund, Inc. since July 1993. The Rockies Fund Inc., a Colorado Springs,
Colorado-based business development company regulated under the Investment
Company Act of 1940, makes investments in and managerial assistance available
to, certain eligible portfolio companies. Mr. Rogers also currently serves as
and officer and director of Discovery Technologies, Inc., a Colorado-based
public holding company. From April 1988 to June 1991, he also served as Chief
Financial Officer for DMA Computer Solutions, a general partnership operating
four Connecting Point franchise stores. He served as President of DMA
Financial Corporation from inception until its merger into the Company in
September 1991. Mr. Rogers received a Bachelor of Arts Degree in
Business/Economics from Colorado College in 1984. Other than the Company and
Discovery Technologies, Inc., Mr. Rogers does not currently serve as a director
of any other reporting company.

Mark Waller. Mr. Waller has served as a Director of the Company since
February 1995. Since 1990, Mr. Waller has been President and founder of
BridgeWorks Capital, a sole proprietorship which arranges public and private
financing for and provides public relations services to client companies.
Mr. Waller was Interim President and Director of Totem Health Sciences, Inc., a
Canadian medical products and research company, from 1988 to 1990. Other than
the Company, Mr. Waller does not currently serve as a director of any other
reporting company.

Dr. Raymond Radosevich. Dr. Radosevich is a former Dean of the Anderson
Schools of Management at the University of New Mexico. He is currently a
Professor of Management, specializing in business strategy and the management
of technology. In addition, he teaches a course in Technology Entrepreneurship
and lectures on the subject nationally and internationally. Dr. Radosevich
earned his Ph.D. from Carnegie-Mellon University, a B.S. in Mechanical
Engineering and an M.S. in Industrial Engineering from the University of
Minnesota. Other than the Company, Dr. Radosevich does not currently serve as
a director of any other reporting company.

Dr. Denis Burger. Dr. Burger has been President and COO of AntiVirals
since February 1992. He is the co-founder of Epitope, Inc. and was its
Chairman from 1981 to 1990. Dr. Burger is also the General Partner of
Sovereign Ventures LLC, a biotechnology consulting and merchant banking
partnership. He is currently Chairman of both Trinity Biotech and ACRYmed
International and serves on the Board of Directors of eight biotech companies.
In addition, Dr. Burger is the founder and President of Yamhill Valley
Vineyards. He has a Ph.D. in microbiology and immunology from the University
of Arizona and has professorships at the Oregon Health Sciences University, the
Veterans Administration Medical Center in Portland and the St. Thomas Hospital
in London, England. Other than the Company, Dr. Burger does not currently
serve as a director of any other reporting company.

Each director is elected to serve for a term of one (1) year until the
next annual meeting of shareholders or until a successor is duly elected and
qualified.<PAGE>
<PAGE>

The executive officers of the Company are elected annually at the first
meeting of the Company's Board of Directors held after each annual meeting of
shareholders. Each executive officer will hold office until his successor is
duly elected and qualified, until his resignation or until he shall be removed
in the manner provided by the Company's ByLaws.

During the fiscal year ended December 31, 1995, outside Directors received
no cash compensation for their services as such, however they were reimbursed
their expenses associated with attendance at meetings or otherwise incurred in
connection with the discharge of their duties as Directors of the Company. In
addition, for their services as directors during fiscal 1995, Mark Waller, Dr.
Ray Radosevich and Dr. Denis Burger each received non-qualified stock options,
exercisable to purchase 20,000 shares of Common Stock at an exercise price of
$2.81 per share.

During fiscal 1995, the Company did not have standing Audit, Compensation
and Nominating Committees of the Board of Directors. The Company does,
however, plan to form an Audit Committee during fiscal 1996. No member of the
Audit Committee will receive any additional compensation for his service as a
member of that Committee. The Audit Committee will be responsible for
providing assurance that financial disclosures made by Management reasonably
portray the Company's financial condition, results of operations, plan and
long-term commitments. To accomplish this, the Audit Committee will oversee
the external audit coverage, including the annual nomination of the independent
public accountants, review accounting policies and policy decisions, review the
financial statements, including interim financial statements and annual
financial statements, together with auditor's opinions, inquire about the
existence and substance of any significant accounting accruals, reserves or
estimates made by Management, review with Management the Management's
Discussion and Analysis section of the Annual Report, review the letter of
Management representations given to the independent public accountants, meet
privately with the independent public accountants to discuss all pertinent
matters, and report regularly to the Board of Directors regarding its
activities.

During fiscal 1995 one (1) meeting of the Board of Directors of the
Company was held, which meeting was attended by all members of the Board of
Directors.

Cell Robotics Technical Advisory Board
- --------------------------------------

Cell Robotics has voluntarily formed an Advisory Board whose members are
chosen by the Board of Directors based upon their individual technical and
scientific expertise in areas related to the business of Cell Robotics. In
consideration of their services as members of the Advisory Board, each member
has been granted non-qualified stock options exercisable to purchase 6,000
shares of Common Stock at exercise prices ranging from $1.75 per share to $2.50
per share. Members of the Advisory Board receive no other compensation for
their services, which consist of approximately one (1) day<PAGE>
<PAGE>
per year devoted to the business of the Company. The following persons
currently serve as members of the Cell Robotics Technical Advisory Board:

Dr. Michael Berns is President, Beckman Laser Institute and Professor of
Cell Biology at the University of California.

Dr. Steven Chu is Chairman of the Physics Department, Stanford University.

Dr. Steven Block is Associate Professor of Molecular Biology at Princeton
University.

Dr. Stanley Kater is Professor of Neurology at the University of Utah.

Dr. Paul Jackson is a Molecular and Plant Biologist at a national
laboratory.

Dr. Wilfried Feichtinger is at the Institute for Fertility in Vienna,
Austria and was the recent chairman of the IXth World Congress on In vitro
Fertilization and Assisted Reproduction.

Dr. Charles Bracker is the G. B. Cummins Distinguished Professor,
Department of Botany and Plant Pathology, Purdue University.

Dr. Robert Stevenson is a biotech consultant in marketing and
acquisitions.

<PAGE>
<PAGE>
PRINCIPAL STOCKHOLDERS

The following table sets forth, as of the date of this Prospectus, the
stock ownership of each person known by the Company to be the beneficial owner
of five (5%) percent or more of the Company's common stock, all Directors
individually and all Directors and Officers of the Company as a group. Each
person has sole voting and investment power with respect to the shares shown,
except as noted.

<TABLE>
<CAPTION>
Name and Address Amount and Nature Percent of Class(1)
of Beneficial Owner of Beneficial Ownership Before Offering After Offering(2)
- ------------------- ----------------------- --------------- -----------------
<S> <C> <C> <C>
Mitsui Engineering & (3) 409,406 10.7% 7.7%
Shipbuilding Co., Ltd.
405 Park Avenue, Suite 501
New York, NY 10022

Mark T. Waller (4) 220,000 5.4% 4.0%
1820 North Shore Road
Lake Oswego, OR 97304

Ronald K. Lohrding (5) 450,000 11.3% 8.2%
c/o Cell Robotics, Inc.
2715 Broadbent Parkway, NE
Albuquerque, NM 87107

Craig T. Rogers (6) 16,800 4.1% 3.0%
c/o Rockies Fund, Inc.
4465 Northpark Drive
Colorado Springs, CO 80907

Raymond Radosevich (7) 26,000 0.7% 0.5%
c/o Cell Robotics, Inc.
2715 Broadbent Parkway, NE
Albuquerque, NM 87107

Denis Burger (7) 26,000 0.7% 0.5%
c/o Cell Robotics, Inc.
2715 Broadbent Parkway, NE
Albuquerque, NM 87107

Richard S. Hall(8) 363,000 9.0% 6.6%
280 Estrellita Drive
Ft. Myers Beach, FL 33931
<PAGE>
<PAGE>
All Officers and Directors 882,800 20.5% 15.2%
as a Group (5 persons)

- ----------------------------------
<FN>
(1) Shares not outstanding but deemed beneficially owned by the virtue of the
individual's right to acquire them within sixty (60) days of the date of
this Prospectus are treated as outstanding when determining the percent of
the class owned by such individual and when determining the percent owned
by the group.

(2) Assumes (i) the exercise by Paulson the Placement Agent's Warrant to
purchase 230,000 shares of Common Stock and 115,000 Class A Warrants and
(ii) the exercise of all outstanding Class A Warrants to purchase, in the
aggregate, 1,265,000 shares of Common Stock. Also assumes that there are
no resales of shares of Common Stock by any the Selling Securityholders.

(3) Mitsui Engineering & Shipbuilding Co., Ltd., a Japanese corporation
("Mitsui"), is the record owner and exercises the sole power to vote and
invest 409,406 shares of the Company's Common Stock.

(4) Represents non-qualified stock options exercisable to purchase, in the
aggregate, 200,000 shares of Common Stock at $1.75 per share, and Non-
Qualified Stock Options exercisable to purchase 20,000 shares of Common
Stock at an exercise price of $2.81 per share.

(5) Includes Incentive Stock Options exercisable to purchase 150,000 shares of
Common Stock at an exercise price of $1.75 per share issued under the
Company's Stock Incentive Plan. Assumes that Dr. Lohrding does not sell
any of the 100,000 shares of Common Stock being registered for sale in
this Prospectus. (See "SELLING SECURITYHOLDERS.")

(6) Mr. Rogers exercises the sole voting and investment power with respect to
40,800 shares of common stock. Also includes 70,000 shares owned of
record by R.O.I, Inc., a Colorado corporation, of which Mr. Rogers is an
officer, director and fifty percent shareholder, and as a result would be
deemed to exercise the shared voting and investment power with respect to
the securities. Mr. Rogers disclaims beneficial ownership of 35,000
shares of common stock owned of record by R.O.I., Inc. for purposes of
Section 16 of the Securities Exchange Act of 1934, as amended, (the
"Exchange Act"). Also includes Incentive Stock Options exercisable to
purchase 50,000 shares of Common Stock at an exercise price of $1.75 per
share granted pursuant to the Company's Stock Incentive Plan.

(7) Reflects Non-Qualified Stock Options exercisable to purchase 6,000 shares
of Common Stock at an exercise price of $1.75 per share, and Non-Qualified
Stock Options exercisable to purchase 20,000 shares of Common Stock at an
exercise price of $2.81 per share.<PAGE>
<PAGE>
(8) Reflects 83,000 shares of Common Stock owned by Mr. Hall individually
and/or by the R.S. Hall IRA; 48,000 shares of Common Stock and 40,000
shares of Common Stock owned by Mr. Hall's sons Richard S. Hall Jr. and
William R. Hall, respectively; 1,000 shares of Common Stock owned by the
R.S. Hall Jr. IRA; 3,500 shares of Common Stock owned by the Hall Grantor
Retained Annuity Trust which was created and is controlled by Mr. Hall;
5,000 shares of Common Stock owned by the R.S. Hall Gift Trust which was
created and is controlled by Mr. Hall; 2,500 shares of Common Stock owned
by the Wildwood Foundation, Inc., a non-profit private foundation founded
by Mr. Hall, and for whom Mr. Hall serves as President of the Board of
Trustees and supervises investment decisions; and 1,000 shares of Common
Stock owned by the Hall Scholarship Trust which was created and supervised
by Mr. Hall. Also includes Class A Warrants exercisable to purchase
112,000 shares of Common Stock owned by Mr. Hall, warrants exercisable to
purchase 40,000 shares of Common Stock owned by Richard S. Hall Jr., and
warrants exercisable to purchase 20,000 shares of Common Stock owned by
William R. Hall. Mr. Hall disclaims beneficial ownership of all shares of
Common Stock and or warrants exercisable to acquire shares of Common Stock
owned by his sons Richard S. Hall Jr. and William R. Hall, the Hall
Scholarship Trust, and the Wildwood Foundation, Inc. for purposes of
Section 16 of the Exchange Act.
</FN>
</TABLE>

<PAGE>
<PAGE>
SELLING SECURITYHOLDERS

The following table sets forth certain information regarding the Common
Stock held by each of the Selling Securityholders as of March 31, 1996. To the
knowledge of the Company, none of the Selling Securityholders has had a
material relationship with the Company within the past three years, other than
as a result of the ownership of the shares, except as is expressly noted. The
Selling Securityholders intend to first sell the shares of Common Stock
directly owned by them, and then to sell shares of Common Stock which may be
purchased pursuant to exercise of outstanding Class A Warrants. The following
information has been furnished to the Company by the person named:

<TABLE>
<CAPTION>
Beneficial Ownership Common Class A Beneficial Ownership
Prior to Offering(1) Stock Warrants After Offering(2)
Name Securities % To Be Sold To Be Sold Shares %
- ---- ---------- ---- ---------- ---------- -------- ---
<S> <C> <C> <C> <C> <C> <C>
Delbert LaFace 60,000 1.6% 40,000 20,000 -0- 0%
1168 Olympic View Lane
Anacortes, WA 98221

Stephen H. Kleemann 30,000 0.8% 20,000 10,000 -0- 0%
525 Via Sinuosa
Santa Barbara, CA 93110

Thomas E. Szulist 60,000 1.6% 40,000 20,000 -0- 0%
8705 County Road
East Amherst, NY 14051

William R. Hall 60,000 1.6% 40,000 20,000 -0- 0%
12 Suffolk Street
Fairport, NY 14450

Richard S. Hall, Jr. 60,000 1.6% 40,000 20,000 -0- 0%
12 Suffolk Street
Fairport, NY 14450

Elliott Landsman & Deborah G. 15,000 0.4% 10,000 5,000 -0- 0%
Goldman JTWROS
3 Townline Circle
Rochester, NY 14623

Gordon H. McNeil 15,000 0.4% 5,000 10,000 -0- 0%
c/o Magnetic Technologies Corp.
770 Linden Avenue
Rochester, NY 14625

Richard S. Hall 363,000 9.0% 80,000 40,000 243,000 6.1%
280 Estrellita
Ft. Meyers Beach, FL 33931

Sidney Gilbert 30,000 0.8% 20,000 10,000 -0- 0%
16285 SW 81st Court
Miami, FL 33157

<PAGE>
<PAGE>
Sidney E. Levine 15,000 0.4% 10,000 5,000 -0- 0%
4 Princeton Place
Pittsford, NY 14534

Linda M. Ray 15,000 0.4% 10,000 5,000 -0- 0%
11720 Main Road
Akron, NY 14001-9757

Frank J. Rizzo 15,000 0.4% 10,000 5,000 -0- 0%
98 Barnett Drive
West Seneca, NY 14224

Isadore Diamond 30,000 0.8% 20,000 10,000 -0- 0%
770 Linden Avenue
Rochester, NY 14625

Carl P. Anderson 15,000 0.4% 10,000 5,000 -0- 0%
Joan E. Anderson JTWROS
48 Pin Oak Drive
Williamsville, NY 14221

Joseph A. Vizza 15,000 0.4% 10,000 5,000 -0- 0%
Elaine R. Vizza JTWROS
1408 Wrightstown Road
Newtown, PA 18940

Lincoln Adair 25,000 0.7% 15,000 10,000 -0- 0%
Sally Adair JTWROS
164 Avenue A
New York, NY 10009

Alfred A. Arnold 15,000 0.4% 10,000 5,000 -0- 0%
Judith A. Arnold JTWROS
225 Akron Road
Akron, NY 14001

Verbena M. Diamond & 30,000 0.8% 20,000 10,000 -0- 0%
Bernie R. Diamond TTEES FBO
The Verbena M. Diamond Trust
P.O. Box 9935
Ogden, UT 84409-0935

Allen R. Plimpton 20,000 0.5% 10,000 10,000 -0- 0%
Sheila A. Plimpton JTWROS
1795 Ironwood Drive
Minden, NV 89423
<PAGE>
<PAGE>
Steven H. Broadbent 23,000 0.6% 13,000 10,000 -0- 0%
3977 North 800 West
Pleasant View, UT 84414

Chester L. F. Paulson cust. 20,000 0.5% 10,000 10,000 -0- 0%
for Erick J.C. Paulson
1414 SW 3rd, #2102
Portland, OR 97201

Chester L.F. Paulson 100,000 2.6% 50,000 50,000 -0- 0%
Jacqueline M. Paulson
1414 SW 3rd, #2102
Portland, OR 97201

Oxcal Venture Fund, a 13,000 0.3% 3,000 10,000 -0- 0%
Nevada Limited Partnership
430 Cambridge Avenue, Suite 100
Palo Alto, CA 94306

Steven H. Hefeneider 10,500 0.3% 5,500 5,000 -0- 0%
Grace V. Hefeneider
7220 SW Northvale Way
Portland, OR 97225

Generation Capital Associates 20,000 0.5% -0- 20,000 -0- 0%
1085 Riverside Trace
Atlanta, GA 30328

Vincent N. Baxter 10,000 0.3% -0- 10,000 -0- 0%
170 Longmeadow Drive
Los Gatos, CA 95032

Howard W. Smith 20,000 0.5% -0- 20,000 -0- 0%
10 Gracie Square, Apt. 10A
New York, NY 10028

Mr. Connie S. Maniatty 20,000 0.5% -0- 20,000 -0- 0%
11 Minute Man Hill
Westport, CT 06880

Peter G. Reiss 10,000 0.3% -0- 10,000 -0- 0%
1017 Post Road East
Westport, CT 06880

Dr. Michael Smith 10,000 0.3% -0- 10,000 -0- 0%
9 Nob Hill Road
Poughkeepsie, NY 12603
<PAGE>
<PAGE>
Joell R. Hamersly 5,000 0.1% -0- 5,000 -0- 0%
8852 SE 91st Avenue
Portland, OR 97266

Roger Finger 15,000 0.4% 10,000 5,000 -0- 0%
610 NW Spring Avenue
Portland, OR 97229

Keith Whipple 10,000 0.3% 5,000 5,000 -0- 0%
Harrie Whipple JTWROS
1700 Eastside Road
Etna, CA 96027

Gordon W. Keller TTEE FBO 15,000 0.4% 10,000 5,000 -0- 0%
Gordon W. Keller Money Purchase
Pension Plan dtd 3-21-89
10643 SW Riverside Drive
Portland, OR 97219-7924

Peter C. Jones 10,000 0.3% 5,000 5,000 -0- 0%
7437 SE Reed College Place
Portland, OR 97202

Tracy H. Parker 11,000 0.3% 6,000 5,000 -0- 0%
8685 SW Bohmann Parkway
Portland, OR 97223

Arthur J. Wu, DDS 30,000 0.8% 20,000 10,000 -0- 0%
20833 Valley Blvd.
Walnut, CA 91789

Thomas J. Pennello 20,000 0.5% 10,000 10,000 -0- 0%
130 Van Ness Avenue
Santa Cruz, CA 95060

George Krupinsky, Jr. 30,000 0.8% 20,000 10,000 -0- 0%
313 Crosby Road
Baltimore, MD 21228

Ronald L. Iman 30,000 0.8% 20,000 10,000 -0- 0%
V. Rae Iman JTWROS
1065 Tramway Lane NE
Albuquerque, NM 87122

Scott Weber 9,000 0.2% 4,000 5,000 -0- 0%
811 SW Front Avenue, #200
Portland, OR 97204
<PAGE>
<PAGE>
Rene M. Mathews 17,500 0.5% 7,500 10,000 -0- 0%
9101-9 Olmsted Drive
Charlotte, NC 28262

Robert J. Brietz 25,000 0.7% 15,000 10,000 -0- 0%
2812 Ferncliff Road
Charlotte, NC 28211

Burt S. Davis III 90,000 2.3% -0- 90,000 -0- 0%
1018 Ardsley Road
Charlotte, NC 28207

Mark L. Holifer 8,000 0.2% 3,000 5,000 -0- 0%
9580 SW Parkway
Portland, OR 97204

Summit Fund, L.P. 10,000 0.3% -0- 10,000 -0- 0%
4380 SW Macadam, Ste. 565
Portland, OR 97201

Andrew F. Nicoletta 20,000 0.5% -0- 20,000 -0- 0%
111 Broadway, 3rd Floor
New York, NY 10006

Kordus Family Trust 35,000 0.9% 15,000 20,000 -0- 0%
u/a Dated 10/14/88
1751 Bridle Pathway
Santa Ana, CA 92705

John V. Reitz 30,000 0.8% 20,000 10,000 -0- 0%
2304 SE Balboa
Vancouver, WA 98684

Jack A. Alexander TTEE FBO 10,000 0.8% -0- 10,000 -0- 0%
Jack A. Alexander Successor
TT UTD 2-23-71
10660 Scripps Ranch Blvd., #200
San Diego, CA 92131-1027

Dave J. Boland 60,000 1.6% 40,000 20,000 -0- 0%
3043 NE Rocky Butte Road
Portland, OR 97220

Charles W. Botsford 90,000 2.3% 60,000 30,000 -0- 0%
P.O. Box 82285
Portland, OR 97282
<PAGE>
<PAGE>
Tom Crawford 30,000 0.8% 20,000 10,000 -0- 0%
P.O. Box 5815
Portland, OR 97228

Larry Lassen TTEE FBO 30,000 0.8% 20,000 10,000 -0- 0%
Eastgate Motors PST dtd 4/1/71
945 12th Street SE
Salem, OR 97302

Tyson W. Planz 10,000 0.3% -0- 10,000 -0- 0%
11435 NW Reeves Street
Portland, OR 97229

James Hart 30,000 0.8% 20,000 10,000 -0- 0%
14474 SE Creekside Drive
Milwaukie, OR 97267

A.F. Divito 90,000 2.3% 60,000 30,000 -0- 0%
Sandra Divito JTWROS
527 N. Tomahawk Drive
Portland, OR 97217

SEP/IRA FBO Wayne M. Hamersly 30,000 0.8% 20,000 10,000 -0- 0%
811 SW Front Avenue, Suite 200
Portland, OR 97204

Sandra Divito 30,000 0.8% 20,000 10,000 -0- 0%
A.F. Divito JTWROS
527 N. Tomahawk Drive
Portland, OR 97217

Joseph R. Clark 30,000 0.8% 20,000 10,000 -0- 0%
Joan Laurie Clark JTWROS
2421 Elevado Road
Vista, CA 92084

Wayne M. Hamersly 60,000 1.6% 40,000 20,000 -0- 0%
811 SW Front Avenue, Suite 200
Portland, OR 97204

Edward Dong, DMD PC P/S Plan 30,000 0.8% 20,000 10,000 -0- 0%
501 N. Killingsworth
Portland, OR 97217

Burton O. Ahlstrom 30,000 0.8% 20,000 10,000 -0- 0%
2655 Brush College Rd., NW
Salem, OR 97304
<PAGE>
<PAGE>
Richard G. Sponhauer IRA 15,000 0.4% 10,000 5,000 -0- 0%
4758 Baseline Dr.
Parkdale, OR 97041

Dale R. Peterson 30,000 0.8% 20,000 10,000 -0- 0%
P.O. Box 12218
Salem, OR 97309-0218

Gleason Eakin and JoAnn 60,000 1.6% 40,000 20,000 -0- 0%
Eakin Trustees FBO The Eakin
Living Trust DTD 9/10/90
2480 NE 163rd
Portland, OR 97230

R. Roy Chambre IRA 15,000 0.4% 10,000 5,000 -0- 0%
2002 Spanish Trail
Roanoke, TX 76262

Dan A. Graham 30,000 0.8% 20,000 10,000 -0- 0%
85874 Edenvale Road
Pleasant Hill, OR 97455

Richard D. Cloud 30,000 0.8% 20,000 10,000 -0- 0%
Kathleen Jr. Cloud JTWROS
P.O. Box 1377
Corvallis, OR 97339

Franklin D. Piacentini IRA 60,000 1.6% 40,000 20,000 -0- 0%
1034 SW Myrtle Drive
Portland, OR 97201

Paul B. Winklesky 30,000 0.8% 20,000 10,000 -0- 0%
Nancy J. Winklesky
115 Randall Court
Oregon City, OR 97045

Donald W. & Joan J. Wilson 30,000 0.8% 20,000 10,000 -0- 0%
TTEE FBO The Wilson Family
Trust dtd 4/20/95
2409 NE 163rd Avenue
Portland, OR 97230

Robert A. Graham 30,000 0.8% 20,000 10,000 -0- 0%
3657 Lawrence Street
Eugene, OR 97405
<PAGE>
<PAGE>
Dale R. Peterson TTEE FBO 10,000 0.3% -0- 10,000 -0- 0%
The Marion Construction Co.
P/S Pl & Tr dtd 1/1/65
P.O. Box 12218
Salem, OR 97309

Brent L. Cox 25,000 0.7% 15,000 10,000 -0- 0%
Vicki T. Cox JTWROS
6044 South 2625 East
Ogden, UT 84403

Burke L. Isaacson 20,000 0.5% 10,000 10,000 -0- 0%
Sonja Isaacson JTWROS
4501 Forest Green Drive
Ogden, UT 84403

John DiLorenzo, Jr. 10,000 0.3% 5,000 5,000 -0- 0%
One SW Columbia, 19th Flr.
Benjamin Franklin Plaza
Portland, OR 97258

Glen S. Davis 10,000 0.3% 5,000 5,000 -0- 0%
811 SW Front Avenue, Suite 200
Portland, OR 97204

K. Don Feldman 20,000 0.5% 10,000 10,000 -0- 0%
Eva Feldman JTWROS
01402 SW Military
Portland, OR 97219

Vincent R. Keating 40,000 1.0% 20,000 20,000 -0- 0%
980 S. Pine Creek Rd.
Fairfield, CT 06430

Eugene L. Snowden 26,000 0.7% 16,000 10,000 -0- 0%
113 S. Main Street
Winchester, KY 40391

Susan L. Stubblefield 10,000 0.3% 5,000 5,000 -0- 0%
18600 SW Stafford Road
Lake Oswego, OR 97034

Susan Coit 39,000 1.0% 24,000 15,000 -0- 0%
P.O. Box 2192
Telluride, CO 81435<PAGE>
<PAGE>
Kenneth T. LaMear 30,000 0.8% 20,000 10,000 -0- 0%
811 SW Front Avenue, Suite 200
Portland, OR 97204

A. Dean Earhart 30,000 0.8% 20,000 10,000 -0- 0%
Reta A. Earhart JTWROS
30 Independence
Lake Oswego, OR 97035-1401

Ronald R. Goode 20,000 0.5% 10,000 10,000 -0- 0%
4435 SE 25th
Portland, OR 97202

Danielle L. Rosendahl 20,000 0.5% 10,000 10,000 -0- 0%
1725 SW Spring Street
Portland, OR 97201

Fred C. Hoeppner 22,000 0.5% 12,000 10,000 -0- 0%
Margaret J. Hoeppner JTWROS
1573 S. Uinta Way
Denver, CO 80231-2710

Paul G. Henningsen IRA 30,000 0.8% 20,000 10,000 -0- 0%
19155 NW Athena
Portland, OR 97225

John R. Overturf 30,000 0.8% 20,000 10,000 -0- 0%
3006 Marilyn Road
Colorado Springs, CO 80909

Ronald A. DeConinck 10,000 0.3% -0- 10,000 -0- 0%
Joan E. DeConinck JTWROS
6381 DeConinck Road
Woodburn, OR 97071

Robert W. Seamans 30,000 0.8% 20,000 10,000 -0- 0%
Route 1, Box 156
Ocean View, DE 19970

Dr. Ronald K. Lohrding(3) 450,000 11.3% 100,000 -0- 350,000 8.8%
2715 Broadbent Parkway N.E.
Albuquerque, NM 87107

Madeleine P. Cosman 10,000 0.3% 10,000 -0- -0- 0%
c/o Medical Equity Inc.
32 Knickerbocker at Oak
Tenafly, N.J. 07670
<PAGE>
<PAGE>
Brian H. Farr 20,000 0.5% 20,000 -0- -0- 0%
7571 SW Aloma Way, #8
Portland OR 97223

Jeff Kohnstamm 15,000 0.4% 15,000 -0- -0- 0%
89993 E. Gov't Camp LP Hwy
Gov't Camp, OR 97208

Sharon A. MacFarland 25,000 0.7% 25,000 -0- -0- 0%
5114 SW View Point Terrace
Portland, OR 97201

Brad M. Parrott 5,000 0.1% 5,000 -0- -0- 0%
16220 SW Pipit Court
Beaverton, OR 97007

Pat Powell 5,000 0.1% 5,000 -0- -0- 0%
12520 SW 19th
Lake Oswego, OR 97034

Davis Wright Tremaine 401(k) 20,000 0.5% 20,000 -0- -0- 0%
Profit Sharing Plan and Trust
FBO Ronald K. Ragen, Participant
2300 First Interstate Tower
Portland, OR 97201

Blayne Standage 5,000 0.1% 5,000 -0- -0- 0%
5974 Meadow Creek Court
Lake Oswego, OR 97035

Arthur A Vandenbark 10,000 0.3% 10,000 -0- -0- 0%
4317 SW 48th Place
Portland, OR 97221

Ronald Means 20,000 0.5% 20,000 -0- -0- 0%
4380 SE Macadam Avenue
River Forum I, #265
Portland, OR 97201-6405

Catherine N. Carrol 10,000 0.3% 10,000 -0- -0- 0%
8100 SW 68th Place
Portland, OR 97223

Leslie L. Smith 10,000 0.3% 10,000 -0- -0- 0%
3453 Queen Anne Way
Colorado Springs, CO 80917
<PAGE>
<PAGE>
A. Richard Vial 5,000 0.1% 5,000 -0- -0- 0%
12840 SW River Road
Hillsboro, OR 97123

Jerry Lemon 5,000 0.1% 5,000 -0- -0- 0%
19043 SE Sunnyside Road
Boring, OR 97009

Stanley G. Tobin 5,000 0.1% 5,000 -0- -0- 0%
901 William Meade Court
Davidsonville, MD 21035

Dick Hibbard 25,000 0.7% 25,000 -0- -0- 0%
United Equipment Sales
7606 NE MLK jr. Boulevard
Portland, OR 97211

Christopher B. Leinberger 10,000 0.3% 10,000 -0- -0- 0%
Route 4, Box 48
Santa Fe, NM 87501

Sovereign Partners LLC 12,500 0.3% 12,500 -0- -0- 0%
Suite 1106, One SW Columbia St.
Portland, OR 97258]

Thomas McChesney 10,000 0.3% 10,000 -0- -0- 0%
1118 SW Myrtle Drive
Portland, OR 97201

Kiawah Capital Partners 5,000 0.1% 5,000 -0- -0- 0%
c/o Eugene McColley, GP
3900 E. Garden Avenue
Littleton, CO 80121

Nancy Hilton Zinsli 20,000 0.5% 20,000 -0- -0- 0%
1650 North Shore Road
Lake Oswego, OR 97034

R.O.I., Inc. 70,000 1.8% 70,000 -0- -0- 0%
4465 Northpark Drive, Suite 400
Colorado Springs, CO 80907

Arno E. Christopher 5,000 0.1% 5,000 -0- -0- 0%
527 Mutton Creek
Seymour, IN 47274
<PAGE>
<PAGE>
O.F. Christopher & Bernice A. 15,000 0.4% 15,000 -0- -0- 0%
Christopher
596 Camelot Drive
Seymour, IN 47274

Jerome Conia 20,000 0.5% 20,000 -0- -0- 0%
2715 Broadbent Parkway NE
Albuquerque, NM 87107

Humagen Fertility Diagnostics, Inc.20,000 0.5% 20,000 -0- -0- 0%
2345 Hunters Way #2
Charlottesville, VA 22901

Michael Alan Wolf 40,000 1.0% 40,000 -0- -0- 0%
2715 Broadbent Parkway NE
Albuquerque, NM 87107

- ------------------------------
<FN>
(1) Unless otherwise indicated, securities shown were purchased in the Private
Offering and consist two-thirds (2/3) of shares of Common Stock and one-
third (1/3) Class A Warrants exercisable to purchase shares of Common
Stock at an exercise price of $1.75 per share.

(2) Assumes the Selling Securityholder sells all shares of Common Stock
purchased in the Private Offering and either sells all Class A Warrants
purchased in the Private Offering or exercises all Class A Warrants and
sells all shares of Warrant Stock acquired thereby.

(3) Dr. Lohrding has agreed with Paulson not to sell more than the number of
shares of Common Stock during each calendar quarter than would be
permitted under Rule 144(e). Dr. Lohrding serves as President and
Director of the Company. (See "BUSINESS" and "MANAGEMENT.")
</FN>
</TABLE>

The Selling Securityholders have advised the Company that they may sell
such shares from time-to-time at prices related to the then current market
prices prevailing. In selling the shares offered hereby, the Selling
Securityholders may be deemed "Underwriters" under the Securities Act of 1933,
as amended. Sales may be made by the Selling Securityholders to or through
brokers or dealers who may also be deemed to be Underwriters. Any commissions
or profits realized on resales by such brokers or dealers also may be deemed to
be underwriting compensation under the 1933 Act.

Pursuant to agreements between the Company and the Selling
Securityholders, the costs of registering the shares being offered by the
Selling Securityholders are being paid by the Company.<PAGE>
<PAGE>
CERTAIN TRANSACTIONS

Reorganization
- --------------
Effective February 23, 1995, Cell Robotics consummated a business
combination with Intelligent Financial Corporation, a Colorado corporation
("IFC") in a transaction accounted for as a reverse merger (the
"Reorganization"). Pursuant to the Reorganization, IFC acquired 100% of the
issued and outstanding shares of common stock and equity rights of Cell
Robotics in exchange for which IFC issued to the shareholders of Cell Robotics,
pro rata, 668,019 shares of IFC Common Stock, Incentive Stock Options
exercisable to purchase 50,094 shares of Common Stock at an exercise price of
$2.39 per share, and non-qualified stock options exercisable to purchase 36,000
shares of Common Stock at an exercise price of $2.39 per share, the latter of
which were issued in exchange for non-qualified stock options of Cell Robotics
held by members of the Cell Robotics Board of Technical Advisors and Board of
Directors.

As a result of the Reorganization, Cell Robotics became a wholly-owned
subsidiary of IFC, and IFC subsequently changed its name to "Cell Robotics
International, Inc." The shares of Common Stock issued to the shareholders of
Cell Robotics, pro rata, represented immediately following the Reorganization,
62.3% of the total issued and outstanding shares of the Company's Common Stock.

Immediately prior to the Reorganization, Mitsui voluntarily surrendered to
Cell Robotics for cancellation a total of 491,499 shares of common stock of
Cell Robotics. As a result of this surrender and cancellation, Mitsui retained
231,519 shares of Cell Robotics common stock which were exchanged for an equal
number of shares of Company Common Stock in the Reorganization. The number of
shares that Mitsui retained after the voluntary surrender was subject to
adjustment based upon the completion of a subsequent financing. (See "CERTAIN
TRANSACTIONS -- Financing and Capital Contribution Agreement.") In addition,
as part of the Reorganization, Mitsui executed a Forbearance Agreement pursuant
to which it agreed to forebear from exercising or enforcing any rights against
Cell Robotics which it had by virtue of Cell Robotics' default in the repayment
of loans having an outstanding principal balance of $5,400,000, pending
performance by the Company of its agreements under the Financing Agreement
described below. In addition, Mitsui agreed to contribute to the capital of
Cell Robotics (accounted for as a conversion to equity) more than $1,000,000 in
accrued and unpaid interest, penalty interest and expenses due and owing by
Cell Robotics to Mitsui under those loans.

As part of the Reorganization, IFC formed, organized and transferred to a
new wholly-owned subsidiary, Intelligent Financial Holding Corporation
("IFHC"), all of its assets, subject to all of its liabilities, save and
excepting $250,000 in cash or cash equivalents, which assets were used for
working capital following the Reorganization. All of the shares of common
stock of IFHC have been placed in escrow and are intended to be distributed to
the prior shareholders of IFHC, pro rata, in a spin-off distribution to be
registered under the Securities Act. IFHC has agreed to indemnify and hold
harmless the Company and Cell Robotics from any liabilities which IFHC assumed
as part of the Reorganization. Accordingly, IFHC is not reflected in the
discussion of the Company's business and is not included in the Company's
financial statements.

<PAGE>
<PAGE>
Financing and Capital Contribution Agreement
- --------------------------------------------
Concurrently with the Reorganization, the Company, Cell Robotics, Mitsui
and Bridgeworks Investors I, L.L.C., an Oregon limited liability company ("BW")
entered into a Financing and Capital Contribution Agreement ("Financing
Agreement").

Pursuant to the terms of the Financing Agreement, BW executed a
Subscription Agreement to subscribe for and purchase 380,000 shares of the
Company's Common Stock at an exercise price of $1.00 per share, 50,000 of which
were subsequently assigned to, and purchased by ROI, Inc., a controlled
corporation of Craig T. Rogers. As of the date of this Prospectus all 380,000
shares have been purchased in accordance with the Subscription Agreement.

Further, under the terms of the Financing Agreement, BW agreed to obtain
on behalf of the Company a financing commitment which would result, when
consummated, in the infusion of a minimum of $1,400,000 of additional equity
into the Company (the "Financing"). The Private Offering was designed to meet
the requirements of the Financing and the Financing Agreement.

In accordance with and fulfilling the terms of the Financing Agreement,
following the First Closing of the Private Offering which occurred on August
31, 1995, the Company and Mitsui consummated the following transactions:

25. The Company paid to Mitsui the sum of $250,000;

26. The Company issued to Mitsui an additional 177,887 shares of Common
Stock;

27. The Company and Mitsui executed and delivered a Royalty Agreement
pursuant to which the Company agreed to pay to Mitsui a royalty equal to one
percent (1%) of the aggregate net sales of certain products for a term of ten
(10) years; and

28. Mitsui executed and delivered to the Company a Capital Contribution
Agreement pursuant to which it agreed to contribute to the capital and equity
of the Company $5,400,000 in aggregate principal debt obligation of Cell
Robotics to Mitsui, together with all accrued and unpaid interest in the
aggregate amount of $358,338.

Transactions with Director
- --------------------------
Mark Waller, a director of the Company, is also the managing member of BW.
Concurrently with the Reorganization in February 1995, the Company, Cell
Robotics, Mitsui and BW entered into the Financing Agreement. Under the terms
of the Financing Agreement, BW was given the opportunity in a Subscription
Agreement to subscribe for and purchase 380,000 of the Company's Common Stock
at an exercise price of $1.00 per share.

In addition, Mr. Waller provided services to the Company in connection
with structuring the Private Offering and arranging on the Company's behalf for
Paulson to serve as Placement Agent. In consideration of his services in
connection with the Private Offering, Mr. Waller was granted non-qualified
stock options exercisable to purchase, in the aggregate, 200,000 shares of the
Company's Common Stock at an exercise price of $1.75 per share.

<PAGE>
<PAGE>
Transactions with Founder
- -------------------------
Cell Robotics was initially formed and organized by Dr. Lohrding and Dr.
Tudor Buican. As a result of disagreements between Dr. Buican, on the one
hand, and the other principals of Cell Robotics, on the other, a comprehensive
settlement was entered into in July 1993 pursuant to which all of Dr. Buican's
shares of common stock of Cell Robotics were redeemed and canceled, Dr. Buican
was paid the sum of $300,000 and agreed to be bound by a two (2) year non-
competition agreement, and the parties exchanged mutual general releases. With
the term of the non-competition agreement having recently expired, the Company
has been informed that Dr. Buican has demonstrated to others an interest in
obtaining from LANL a license covering at least one of the patents that is
included in the Company's exclusive license with LANL. The patent in question
does not cover any technologies currently utilized by the Company in its
current products and would represent applications in new areas which the
Company has yet to enter. In light of the Company's recent execution of a
renegotiated license with LANL, it is unlikely that Dr. Buican poses any
material challenge to these license rights. Nevertheless, should the Company
not retain future license rights with respect to such patent, it would
concentrate its future product development activities in other areas. The
Company does not believe that such a loss would have a material adverse effect
on the Company's current or future business prospects.

Any transactions between the Company and its officers, directors,
principal shareholders, or other affiliates have been and will be on terms no
less favorable to the Company than could be obtained from unaffiliated third
parties on an arms-length basis and will be approved by a majority of the
Company's independent, disinterested directors.
<PAGE>
<PAGE>
EXECUTIVE COMPENSATION

The following tables and discussion set forth information with respect to
all plan and non-plan compensation awarded to, earned by or paid to the Chief
Executive Officer ("CEO"), and the Company's four (4) most highly compensated
executive officers other than the CEO, for all services rendered in all
capacities to the Company and its subsidiaries for each of the Company's last
three (3) completed fiscal years; provided, however, that no disclosure has
been made for any executive officer, other than the CEO, whose total annual
salary and bonus does not exceed $100,000.

<TABLE>
- --------------------------------------------------------------------------------------------------------------

SUMMARY COMPENSATION TABLE

- --------------------------------------------------------------------------------------------------------------
<CAPTION>
Long Term Compensation
Annual Compensation Awards Payouts
-------------------------------- ----------------------- -------------------
Other
Name Annual Restricted
and Compen- Stock LTIP All Other
Principal Salary Bonus sation Award(s) Options/ Payouts Compensa-
Position Year ($) ($) ($) ($) SARs(#) ($) tion ($)
- ------------------- ---- ------- ----- ------- ---------- -------- ------- ---------
<S> <C> <C>
Ronald K. Lohrding, 1995 $96,821 -0- -0- -0- 150,000 -0- -0-
President
and CEO

Craig T. Rogers(1), 1995 $24,525 -0- -0- -0- 50,000 -0- -0-
President, 1994 $27,000 -0- -0- -0- -0- -0- -0-
CEO and 1993 $43,425 -0- -0- $3,250 -0- -0- -0-
Treasurer

- ----------------------
<FN>
(1) Mr. Rogers served as President and CEO of the predecessor company,
Intelligent Financial Corporation, until the Reorganization in February
1995. Mr. Rogers currently serves as the Company's Chief Financial
Officer, Secretary and Treasurer.
</FN>
</TABLE>

Employment Agreements
- ---------------------
At the closing of the Reorganization, Cell Robotics executed written
Employment Agreements, having terms of five (5) years each, with Dr. Lohrding
Mr. Rogers. The Employment Agreement with Dr. Lohrding provides for Dr.
Lohrding to serve the Company as its Chairman, President and CEO, on a full-
time basis, for a minimum base salary of $100,000 per year. Currently,
Dr. Lohrding is paid a base salary of $120,000 per year. The Employment <PAGE>
<PAGE>
Agreement with Mr. Rogers provides for his serving CRI as Chief Financial
Officer, on a part-time basis, for a minimum base salary of $27,000 per year.
Currently Mr. Rogers is paid a base salary of $40,000 per year. No other
executive officer receives any compensation or is subject to any agreement or
arrangement to receive compensation in the future.

Stock Incentive Plan
- --------------------
During fiscal 1992, the Company adopted a Stock Incentive Plan (the
"Plan"). Pursuant to the Plan, stock options granted to eligible participants
may take the form of Incentive Stock Options ("ISO's") under Section 422 of the
Internal Revenue Code of 1986, as amended (the "Code") or options which do not
qualify as ISO's (Non-Qualified Stock Options or "NQSO's"). As required by
Section 422 of the Code, the aggregate fair market value of the Company's
Common Stock with respect to its ISO's granted to an employee exercisable for
the first time in any calendar year may not exceed $100,000. The foregoing
limitation does not apply to NQSO's. The exercise price of an ISO may not be
less than 100% of the fair market value of the shares of the Company's Common
Stock on the date of grant. The exercise price of an NQSO may be set by the
administrator. An option is not transferable, except by will or the laws of
descent and distribution. If the employment of an optionee terminates for any
reason (other than for cause, or by reason of death, disability, or
retirement), the optionee may exercise his options within a ninety (90) day
period following such termination to the extent he was entitled to exercise
such options at the date of termination. Either the Board of Directors
(provided that a majority of directors are "disinterested") can administer the
Plan, or the Board of Directors may designate a committee comprised of
directors meeting certain requirements to administer the Plan. The
Administrator will decide when and to whom to make grants, the number of shares
to be covered by the grants, the vesting schedule, the type of award and the
terms and provisions relating to the exercise of the awards. An aggregate of
500,000 shares of the Company's Common Stock is reserved for issuance under the
Plan.

At December 31, 1995, the Company had granted a total of 396,609 Incentive
Stock Options under the Plan, 53,624 of which were granted in connection with
the Reorganization. The Company also has issued and outstanding 355,970 Non-
Qualified Stock Options (NQSO's), which NQSO's were issued to members of the
Cell Robotics Board of Technical Advisors and other Company advisors, and to
certain members of the Board of Directors. All of the Incentive Stock Options
and NQSO's issued in connection with the Reorganization were issued in exchange
for options to purchase shares of Cell Robotics common stock previously issued
by Cell Robotics. The options were exchanged on a one-for-one basis. All
options have been issued with exercise prices at or above market value on the
date of issuance.

The following table sets forth certain information concerning the exercise
of incentive stock options during the last completed fiscal year by each of the
named executive officers and the fiscal year-end value of unexercised options
on an aggregated basis:
<PAGE>
<PAGE>

<TABLE>
TABLE 2

Aggregated Option/SAR Exercises in Last Fiscal Year
and FY-End Option/SAR Values
<CAPTION>
Value of
Number of Unexercised
Options/SARs Options/SARs
at FY-End (#) at FY-End ($)(2)

Shares Acquired Value Realized(1)
Name on Exercise (#) ($) Exercisable Exercisable
- ------------------- --------------- ----------------- ----------- -----------
<S> <C> <C> <C> <C>
Ronald K. Lohrding -0- -0- 150,000 $178,125.00

Craig T. Rogers -0- -0- 50,000 $ 59,375.00

- -------------------
<FN>
(1) Value Realized is determined by calculating the difference between the
aggregate exercise price of the options and the aggregate fair market
value of the Common Stock on the date the options are exercised.

(2) The value of unexercised options is determined by calculating the
difference between the fair market value of the securities underlying the
options at fiscal year end and the exercise price of the options.
</FN>
</TABLE>

Employee Stock Purchase Plan
- ----------------------------
The Board of Directors and shareholders have approved an Employee Stock
Purchase Plan ("ESPP") which has been adopted pursuant to Section 423 of the
Internal Revenue Code of 1986, as amended. The ESPP has an initial term of
three (3) years at which time it will terminate except as to any options
outstanding on the termination date. The ESPP is available to all employees of
the Company and its subsidiaries, except those employees of less than six
months, those employed on a part-time basis (20 hours per week or less), those
customarily employed for not more than five months in any calendar year, and
those persons who are officers, supervisors, or highly-compensated employees.
In addition, no persons owning five percent (5%) or more of the Company's
Common Stock may participate in the ESPP. No employee may purchase any more
than $25,000 worth of stock in any calendar year. The plan is limited to
100,000 shares per year over the three-year term with a maximum aggregate
number of shares which may be purchased by the Company's employees pursuant to
the ESPP being 300,000.

Under the plan, the year is divided into two enrollment periods of six (6)
months each. At the commencement of each six-month enrollment period, an
employee is given the ability to subscribe for and purchase shares of the
Company's Common Stock at the end of the six-month enrollment at a price equal
to 85% of the fair market value of the Company's Common Stock on the
commencement date or the termination date of such enrollment, whichever price
<PAGE>
<PAGE>
per share is lower. The shares are purchased pursuant to a payroll deduction
program pursuant to which an employee may elect to have up to 10% of that
employee's compensation withheld during each pay period for the purposes of
covering subscriptions made under the plan.

As of the date of this Prospectus, no shares of Common Stock have been
issued under the ESPP and there have been no subscriptions of employees to
participate in the plan. The Company expects to begin implementing the ESPP
during fiscal 1996.

No officer of the Company receives any additional compensation for his
services as a director. The Company does not contribute to any retirement,
pensions, or profit sharing plans covering its directors. The Company does,
however, maintain a group health insurance plan for its employees.
<PAGE>
<PAGE>
DESCRIPTION OF SECURITIES

The Company is authorized to issue up to 12,500,000 shares of $.004 par
value Common Stock and 2,500,000 shares of $.04 par value Preferred Stock. As
of June 19, 1996, 3,843,414 shares of Common Stock and no shares of Preferred
Stock were issued and outstanding.

Common Stock
- ------------
Each holder of Common Stock of the Company is entitled to one (1) vote for
each share held of record. There is no right to cumulative voting of shares
for the election of directors. The shares of Common Stock are not entitled to
pre-emptive rights and are not subject to redemption or assessment. Each share
of Common Stock is entitled to share ratably in distributions to shareholders
and to receive ratably such dividends as may be declared by the Board of
Directors out of funds legally available therefor. Upon liquidation,
dissolution or winding up of the Company, the holders of Common Stock are
entitled to receive, pro-rata, the assets of the Company which are legally
available for distribution to shareholders. The issued and outstanding shares
of Common Stock are validly issued, fully paid and non-assessable.

Preferred Stock
- ---------------
The Company is authorized to issue up to 2,500,000 shares of $.04 par
value Preferred Stock. The preferred stock of the corporation can be issued in
one or more series as may be determined from time-to-time by the Board of
Directors. In establishing a series the Board of Directors shall give to it a
distinctive designation so as to distinguish it from the shares of all other
series and classes, shall fix the number of shares in such series, and the
preferences, rights and restrictions thereof. All shares of any one series
shall be alike in every particular. The Board of Directors has the authority,
without shareholder approval, to fix the rights, preferences, privileges and
restrictions of any series of preferred stock including, without limitation:
(1) the rate of distribution, (2) the price at and the terms and conditions on
which shares shall be redeemed, (3) the amount payable upon shares for
distributions of any kind, (4) sinking fund provisions for the redemption of
shares, and (5) the terms and conditions on which shares may be converted if
the shares of any series are issued with the privilege of conversion, and (6)
voting rights except as limited by law.

Although the Company currently does not have any plans to issue shares of
Preferred Stock or to designate any series of Preferred Stock, there can be no
assurance that the Company will not do so in the future. As a result, the
Company could authorize the issuance of a series of Preferred Stock which would
grant to holders preferred rights to the assets of the Company upon
liquidation, the right to receive dividend coupons before dividends would be
declared to common stockholders, and the right to the redemption of such
shares, together with a premium, prior to the redemption to Common Stock. The
common shareholders of the Company have no redemption rights. In addition, the
Board could issue large blocks of voting stock to fend off unwanted tender
offers or hostile takeovers without further shareholder approval.<PAGE>
<PAGE>
Redeemable Class A Warrants
- ---------------------------
Each Class A Warrant entitles the holder thereof to purchase one (1) share
of Common Stock at an exercise price of $1.75 per share, subject to adjustment
in certain events such as stock splits and reverse stock splits, commencing
upon the effective date of the Registration Statement, of which this Prospectus
forms a part, and expiring on December 31, 2000. The Company has the right to
extend the Expiration Date of the Warrants by resolution of the Board of
Directors. There currently exists no plan or intention to extend the
expiration date of the Warrants.

The Class A Warrants are redeemable by the Company at any time after
issuance at a price of $.25 per Warrant (the "Redemption Price") upon thirty
(30) days' written notice in the event (i) the Registration Statement has been
filed and has been declared effective by the Commission covering the issuance
of shares of Warrant Stock, (ii) there exists a public trading market on NASDAQ
or the Bulletin Board for the Company's Common Stock, and (iii) the public
trading price of the Company's Common Stock has equalled or exceeded $3.50 for
ten (10) or more consecutive trading days. On each occasion that the Company
elects to exercise its rights of redemption, the Company must mail such written
notice within ten (10) days following the satisfaction of all the foregoing
conditions. The holders of Class A Warrants called for redemption have
exercise rights until the close of business on the date next preceding the date
fixed for redemption.

The Class A Warrants have been issued in registered form under a Warrant
Agreement between the Company and Corporate Stock Transfer, Inc., as Warrant
Agent. Reference is made to said Warrant Agreement for a complete description
of the terms and conditions therein (the description herein contained being
qualified in its entirety by reference thereto).

Prior to this Offering, there existed no public trading market for the
Class A Warrants and there can be no assurance that a public trading market for
the Warrants will develop in the future. The Class A Warrants may not be
resold except pursuant to an effective Registration Statement or pursuant to an
exemption from the registration requirements of the Securities Act. In the
event the Class A Warrants are not exercised on or before their expiration
date, all unexercised warrants will thereafter become void and be of no further
force or effect.

The Warrants do not contain anti-dilution provisions that prevent dilution
of the equity interest represented by the underlying Common Stock upon the
occurrence of certain events such as share dividends. Moreover, no anti-
dilution provisions will apply in the event a merger or acquisition is
undertaken by the Company. In the event that the Company adopts a resolution
to merge, consolidate or sell percentages in all of its assets, prior to the
expiration of the Class A Warrants, each Warrantholder upon the exercise of
his/her Warrants would be entitled to receive the same treatment as a holder of
any share of Common Stock. In the event the Company adopts the resolution for
the liquidation, dissolution or winding up of the Company's business, the
Company will give written notice of the adoption of such resolution to the
registered holders of the Class A Warrants. Thereupon, all liquidation and
dissolution rights under the Common Stock Purchase Warrants will terminate at
the end of thirty (30) days from the date of the notice to the extent not
exercised within those thirty (30) days. Holders of the Warrants will have no
voting, preemptive, liquidation or other rights of a shareholder, and no
dividends will be declared on the Warrants.<PAGE>
<PAGE>
Warrant Solicitation Fees
- -------------------------
The Company has no agreement nor any arrangement whereby any fees or other
compensation will be paid to any person or entity upon exercise of any or all
of the Warrants.

Transfer Agent, Warrant Agent and Registrar
- -------------------------------------------
The transfer agent, registrar and Warrant Agent for the Company's Common
Stock and Class A Warrants is Corporate Stock Transfer, Inc., Denver, Colorado.

Reports to Shareholders
- -----------------------
The Company intends to furnish annual reports to shareholders which will
include certified financial statements reported on by its certified public
accountants. In addition, the Company will issue unaudited quarterly or other
interim reports to shareholders as it deems appropriate.

DETERMINATION OF WARRANT EXERCISE PRICE

The exercise price of the Class A Warrants is $1.75 per share. The
exercise price was determined by negotiation between the Company and Paulson in
connection with the Private Offering. In determining the offering price, the
Company and Paulson considered such factors as the financial condition of the
Company, its net tangible book value, its limited operating history and general
condition of the securities market. Accordingly, the exercise price should not
be considered an indication of actual value of the Company. The price bears no
relation to the Company's assets, book value, earnings or net worth or any
other traditional criteria of value.<PAGE>
<PAGE>
PLAN OF DISTRIBUTION

Exercise of Class A Warrants: Company Offering
- -----------------------------------------------
The Company is offering up to 1,265,000 shares of Common Stock issuable
upon the exercise of (i) outstanding Class A Common Stock Purchase Warrants
exercisable to purchase, in the aggregate, 1,150,000 shares of Common Stock and
(ii) Class A Warrants exercisable to purchase an additional 115,000 shares of
Common Stock issuable upon exercise of the Placement Agent's Warrant. The
outstanding Class A Warrants were issued as part of the Units sold by the
Company in the Private Offering. The Placement Agent's Warrant was granted to
Paulson as partial compensation for its services as Placement Agent in the
Private Offering.

The shares of Common Stock to be issued upon exercise of the Class A
Warrants are offered on a delayed or continuous basis pursuant to Rule 415
under the Securities Act.

The Warrantholders have made no commitment with respect to the exercise of
the Class A Warrants. Whether any Class A Warrants are exercised will depend
upon several factors, including the prevailing market price of the Common
Stock, the liquidity of that market, if any, and the personal investment
objectives of the Warrantholders. (See "RISK FACTORS.")

Exercise of Placement Agent's Warrant: Placement Agent's Warrant Offering
- --------------------------------------------------------------------------
This Prospectus also relates to the offer by the Company of 230,000 shares
of Common Stock and 115,000 Class A Warrants issuable upon exercise of the
Placement Agent's Warrant. The Placement Agent's Warrant was issued to Paulson
as partial compensation for its services as Placement Agent in the Private
Offering.

The Company does not have the right to compel the Placement Agent's
Warrant and Paulson has made no commitment or other arrangement with respect to
such exercise. Whether any or all of the Placement Agent's Warrant is
exercisable will depend upon several factors, including the prevailing market
price of the Common Stock, the liquidity of that market and the investment
objectives of the holder of the Placement Agent's Warrant.

Selling Securityholders Offering
- --------------------------------
This Prospectus also relates to the reoffer of (i) 2,650,000 shares of
Common Stock currently owned by certain shareholders of the Company and (ii)
1,150,000 Class A Common Stock Purchase Warrants currently owned by certain
Warrantholders of the Company and acquired as part of the Units sold in the
Private Offering.

Of the 2,650,000 shares of Common Stock reoffered by the Selling
Securityholders, 2,300,000 shares of Common Stock were sold by the Company as
part of Units in the Private Offering, 165,000 shares of Common Stock were
acquired by Bridgeworks in the Bridgeworks Subscription, 85,000 shares were
acquired by certain investors concurrently with the Bridgeworks Subscription,
and 100,000 shares are beneficially owned by the Company's President, Ronald K.
Lohrding, and were acquired by Dr. Lohrding in connection with the
Reorganization.<PAGE>
<PAGE>

Investors in the Private Offering executed Subscription Agreements and
Registration Rights Agreements with the Company which included an agreement
that fifty percent (50%) of the shares of Common Stock and Class A Warrants
(collectively the "Private Offering Securities") acquired in the Private
Offering may not be resold or otherwise disposed of prior to August 31, 1996
(one year from the date of the First Closing of the Private Offering) without
the consent of the Company and Paulson. However, effective April 25, 1996, the
Company and Paulson agreed to release the investors in the Private Offering
from the lock-up provisions contained in the Subscription Agreements. (See
"DESCRIPTION OF SECURITIES - Class A Warrants.")

Further, Bridgeworks agreed with the Company that 165,000 shares of Common
Stock covered by this Prospectus may not be sold for a period of six (6) months
following the effective date of the Registration Statement of which this
Prospectus forms a part, without the consent of the Company and Paulson.
Again, effective April 25, 1996, the Company and Paulson agreed to release
Bridgeworks from the foregoing lock-up provisions.

The Company has been advised by the Selling Securityholders that they may
hold some of the shares of Common Stock and Class A Warrants which they own, or
shares which they may acquire pursuant to the exercise of the Class A Warrants,
for investment purposes. However, the Selling Securityholders have not
determined how many shares of Common Stock or Class A Warrants they will hold
for investment and how many shares they will sell. The Selling Securityholders
may distribute or resell the shares of Common Stock or Class A Warrants offered
hereby to the public in the over-the-counter market at prices and on terms
prevailing on the date of sale in negotiated transactions or otherwise. The
Selling Securityholders also may pay customary brokerage commissions on sales.
The Selling Securityholders and any brokers or dealers through whom sales of
the Common Stock or Class A Warrants are made may be deemed "underwriters"
within the meaning of the Securities Act, and any profits realized on the sale
may be deemed underwriting compensation. The Selling Securityholders have
undertaken to the Company to comply with Rule 10b-6 under the Securities
Exchange Act of 1934, as amended, in connection with any distribution of the
Company's securities.

The Company has agreed to indemnify the Selling Securityholders against
certain liabilities that may be incurred in connection with this offering,
including certain liabilities under the Securities Act.

The Company has agreed to pay all expenses incurred in connection with the
registration of the shares of Common Stock or Class A Warrants offered hereby.
The Selling Securityholders shall be exclusively liable to pay any and all
commissions, discounts, and other payments to brokers-dealers incurred in
connection with their sale of their securities.
<PAGE>
<PAGE>
LEGAL MATTERS

The legality of the Common Stock and Warrants offered hereby will be
passed on for the Company by the law firm of Neuman & Cobb, Temple-Bowron
House, 1507 Pine Street, Boulder, Colorado 80302. Mr. Neuman is the beneficial
owner of 3,100 shares of the Company's Common Stock.

EXPERTS

The financial statements of Cell Robotics International, Inc. and
Subsidiary as of December 31, 1995 and 1994 and for the years then ended, have
been included herein and in the registration statement in reliance upon the
report of KPMG Peat Marwick LLP, independent certified public accountants,
appearing elsewhere herein, and upon the authority of said firm as experts in
accounting and auditing.

The report of KPMG Peat Marwick LLP covering the December 31, 1995
financial statements contains an explanatory paragraph that states that the
Company's accumulated deficit and the fact that the Company's operations used
net cash of $1,267,920 in 1995, raise substantial doubt about the Company's
ability to continue as a going concern. Additionally, the report of KPMG Peat
Marwick LLP covering the December 31, 1994 financial statements contains an
explanatory paragraph that states that the Company's recurring losses from
operations, accumulated deficit, current liabilities in excess of current
assets and total liabilities in excess of total assets raise substantial doubt
about its ability to continue as a going concern. The financial statements
referred to above do not include any adjustments that might result from the
outcome of the referenced uncertainties.

INDEMNIFICATION

The By-Laws of the Company provide for the indemnification of Officers and
Directors to the maximum extent allowable under Colorado law. Insofar as the
indemnification for liabilities arising under the Securities Act of 1933, as
amended, may be permitted to Directors, Officers or persons controlling the
Company pursuant to such provisions, the Company has been informed that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is therefore unenforceable.
<PAGE>
<PAGE>
KPMG

CELL ROBOTICS INTERNATIONAL, INC.
AND SUBSIDIARY

Consolidated Financial Statements

December 31, 1995 and 1994

(With Independent Auditors' Report Thereon)
<PAGE>
<PAGE>
KPMG Peat Marwick LLP
6565 American Parkway, NE-#700
Post Office Box 3939
Albuquerque, NM 87190

Independent Auditors' Report
----------------------------

The Board of Directors and Shareholders
Cell Robotics International, Inc.:

We have audited the accompanying consolidated balance sheets of Cell Robotics
International, Inc. and subsidiary as of December 31, 1995 and 1994, and the
related consolidated statements of operations, stockholders' equity (deficit),
and cash flows for the years then ended. These consolidated financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these consolidated financial
statements 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 consolidated 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 consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Cell Robotics
International, Inc. and subsidiary as of December 31, 1995 and 1994, and the
consolidated results of its operations and its cash flows for the years then
ended in conformity with generally accepted accounting principles.

The accompanying consolidated financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in note 14 to
the consolidated financial statements, the Company's recurring losses from
operations have resulted in an accumulated deficit of $9,596,366. In addition,
the Company's operations used net cash of $1,267,920 in 1995. These matters
raise substantial doubt about its ability to continue as a going concern.
Management's plans concerning these matters are also described in note 14. The
consolidated financial statements do not include any adjustments that might
result from the outcome of this uncertainty.

/s/ KPMG Peat Marwick LLP

February 9, 1996, except as to the second paragraph
of note 15, which is as of February 14, 1996
Albuquerque, New Mexico<PAGE>
<PAGE>
CELL ROBOTICS INTERNATIONAL, INC.
AND SUBSIDIARY
Consolidated Balance Sheets
December 31, 1995 and 1994
<TABLE>
<CAPTION>
ASSETS 1995 1994
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 739,952 138,753
Restricted cash (note 7) 425,000 -
Accounts receivable, net of allowance
for doubtful accounts of $1,841 and
$2,500 in 1995 and 1994, respectively 389,608 61,695
Inventory 169,076 208,498
Other 29,067 7,836
---------- ----------
Total current assets 1,752,703 416,782

Property and equipment, net (note 3) 213,447 226,546

Other assets, net (note 4) 33,963 39,793
---------- ----------
$ 2,000,113 683,121
=========== =======
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities:
Accounts payable $ 129,483 231,646
Payroll related liabilities 99,226 101,998
Accrued interest payable to a stockholder
(note 15) - 28,830
Note payable to a stockholder (note 5) - 5,400,000
Short-term borrowings (note 6) - 262,390
Royalties payable 56,587 16,667
Other current liabilities 24,871 -
---------- ----------
Total current liabilities 310,167 6,041,531
---------- ----------
Stockholders' equity (deficit) (note 7):
Class A voting, fully participating
common stock, no par value. Authorized
1,101,279 shares, issued and outstanding
1,101,279 shares in 1994 - 1,602,967
Class B voting, fully participating common
stock, no par value. Authorized
400,000 shares, issued and outstanding
58,239 shares in 1994 - 81,174
Preferred stock, $.04 par value. Authorized
2,500,000 shares, no shares issued and
outstanding in 1995 - -
Common stock, $.004 par value. Authorized
12,500,000 shares, 3,825,914 shares
issued and outstanding in 1995 15,304 -
Additional paid-in capital 11,271,008 1,202,665
Accumulated deficit (9,596,366) (8,245,216)
----------- -----------
Total stockholders' equity (deficit) 1,689,946 (5,358,410)
Commitments, contingencies and subsequent
events (notes 11, 13 and 15) ----------- -----------
$ 2,000,113 $ 683,121
=========== ===========
See accompanying notes to consolidated financial statements.
/TABLE
<PAGE>
<PAGE>
CELL ROBOTICS INTERNATIONAL, INC.
AND SUBSIDIARY
Consolidated Statements of Operations
For the years ended December 31, 1995 and 1994
<TABLE>
<CAPTION>
1995 1994
---- ----
<S> <C> <C>
Sales $ 932,761 583,098

Cost of goods sold 718,813 445,369
----------- -----------
Gross profit 213,948 137,729
----------- -----------
Operating expenses:
Salaries 422,442 595,708
Payroll taxes and benefits 51,086 56,492
Rent and utilities 122,484 129,656
Travel 100,211 85,940
Depreciation and amortization 114,708 115,994
Professional fees 93,100 189,949
Other operating expenses 298,397 199,897
----------- -----------
Total operating expenses 1,202,428 1,373,636
----------- -----------
Loss from operations (988,480) (1,235,907)
----------- -----------
Other income (deductions):
Interest income 17,160 19
Interest expense (345,777) (536,209)
Other (34,053) (65,660)
----------- -----------
Total other income (deductions) (362,670) (601,850)
----------- -----------
Net loss $(1,351,150) (1,837,757)
============ ===========

Average common shares outstanding 2,039,280 1,044,449
========= =========
Net loss per common share $(.66) (1.76)
====== ======

See accompanying notes to consolidated financial statements.
/TABLE
<PAGE>
<PAGE>
<TABLE>
CELL ROBOTICS INTERNATIONAL, INC.
AND SUBSIDIARY
Consolidated Statements of Stockholders' Equity (Deficit)
For the years ended December 31, 1995 and 1994

<CAPTION>
Cell Robotics, Inc. Cell Robotics International, Inc.
-----------------------------------------------------------------------
Common Class A Common Class B Preferred Stock Common Stock
-------------- -------------- --------------- -------------
Shares Amount Shares Amount Shares Amount Shares Amount
------ ------ ------ ------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Balance at December 31, 1993 1,023,018 $ 1,524,706 16,500 $ 39,435 - $ - - $ -

Sale of shares at $1.00 78,261 78,261 41,739 41,739 - - - -
Contributions to capital (note 5) - - - - - - -
Net loss for 1994 - - - - - - - -
--------- ---------- ------ ------- ---- ---- ---- ----
Balance at December 31, 1994 1,101,279 1,602,967 58,239 81,174 - - - -

Forfeiture of shares at $.00
per share (note 7) (491,499) - - - - - - -
Issuance of Cell Robotics
International, Inc. shares in
substitution for the capital
stock of Cell Robotics, Inc.
(note 7) (609,780) (1,602,967) (58,239) (81,174) - - 668,019 2,672
Issuance of Cell Robotics
International, Inc. shares in
substitution for the capital
stock of Intelligent Financial
Corporation (note 7) - - - - - - 300,008 1,200
Sale of shares at $1.00 per share
(note 7) - - - - - - 380,000 1,520
Sale of shares at $1.25 per share,
less costs of offering (note 7) - - - - - - 2,300,000 9,200
Payment to a stockholder (note 7) - - - - - - -
Conversion of a stockholder's debt to
equity (note 7) - - - - - - - -
Issuance of shares at $0.00 per share
(note 7) - - - - - - 177,887 712
Net loss for 1995 - - - - - - - -
--------- ----------- ------------------ ------------- --------- --------

Balance at December 31, 1995 - $ - - $ - - $ - 3,825,914 $ 15,304
======= ======= ======= ======= ==== ====== ========= ========

See accompanying notes to consolidated financial statements.

<PAGE>
<PAGE>
<CAPTION>
Paid-in Accumulated
capital deficit
------- -----------
<S> <C> <C>
Balance at December 31, 1993 $ 25,899 (6,407,459)

Sale of shares at $1.00 - -
Contributions to capital (note 5) 1,176,766 -
Net loss for 1994 - (1,837,757)
--------- -----------
Balance at December 31, 1994 1,202,665 (8,245,216)

Forfeiture of shares at $.00
per share (note 7) - -
Issuance of Cell Robotics
International, Inc. shares in
substitution for the capital
stock of Cell Robotics, Inc.
(note 7) 1,681,469 -
Issuance of Cell Robotics
International, Inc. shares in
substitution for the capital
stock of Intelligent Financial
Corporation (note 7) 248,800 -
Sale of shares at $1.00 per share
(note 7) 378,480 -
Sale of shares at $1.25 per share,
less costs of offering (note 7) 2,251,968 -
Payment to a stockholder (note 7) (250,000) -
Conversion of a stockholder's debt to
equity (note 7) 5,758,338 -
Issuance of shares at $0.00 per share
(note 7) (712) -
Net loss for 1995 - (1,351,150)
---------- -----------

Balance at December 31, 1995 $11,271,008 (9,596,366)
=========== ===========

See accompanying notes to consolidated financial statements.

</TABLE>

<PAGE>
<PAGE>
CELL ROBOTICS INTERNATIONAL, INC.
AND SUBSIDIARY
Consolidated Statements of Cash Flows
For the years ended December 31, 1995 and 1994
<TABLE>
<CAPTION>
1995 1994
---- ----
<S> <C> <C>
Cash flows from operating activities:
Net loss $(1,351,150) (1,837,757)
Adjustments to reconcile net loss to net
cash used in operating activities:
Depreciation and amortization 114,708 117,205
Loss on disposal of property and equipment - 50,090
Decrease (increase) in accounts receivable (327,913) 17,451
Decrease in other receivables - 14,348
Decrease (increase) in other current assets (21,231) 9,790
Decrease in inventory 39,422 82,827
Decrease (increase) in other long-term assets (11,120) 988
Increase (decrease) in accounts payable and
accrued expenses (104,935) 108,087
Increase in accrued interest payable 329,508 534,136
Increase in other current liabilities 64,791 16,667
----------- -----------
Net cash used by operating activities (1,267,920) (886,168)
----------- -----------
Cash flows from investing activities -
purchase of property and equipment (84,659) (19,840)
----------- -----------
Cash flows from financing activities:
Proceeds from loans 70,010 842,390
Repayments of loans (172,400) (80,000)
Payment to stockholder (250,000) -
Proceeds from issuance of common stock 3,345,000 120,000
Costs of offering common stock (613,832) -
Restricted proceeds from issuance of
common stock (425,000) -
Proceeds from paid-in capital - 7,226
----------- -----------
Net cash provided by financing activities 1,953,778 889,616
----------- -----------
Net increase (decrease) in cash and cash
equivalents 601,199 (16,392)

Cash and cash equivalents:
Beginning of year 138,753 155,145
----------- -----------
End of year $ 739,952 138,753
========== =======
Supplemental information:
Interest paid $ 12,659 35
Noncash financing activity: ========== ====
Note payable to a stockholder and
accrued interest contributed to $ 5,758,338 -
paid-in capital (note 7) =========== ====
Short-term borrowings repaid with $ 160,000 -
common stock (note 6) =========== ====
Accrued interest payable contributed $ - 1,169,540
to paid-in capital (note 14) =========== =========

See accompanying notes to consolidated financial statements.
/TABLE
<PAGE>
<PAGE>
CELL ROBOTICS INTERNATIONAL, INC.
AND SUBSIDIARY
Notes to Consolidated Financial Statements
December 31, 1995 and 1994

(1) Organization and Activities
---------------------------
(a) Organization
------------
Cell Robotics International, Inc., a Colorado corporation ("CRII"), was
organized on September 28, 1988 as Intelligent Financial Corporation
("IFC"). As described in note 7, subsequent to December 31, 1994, the
Company acquired Cell Robotics, Inc. ("CRI"), a New Mexico corporation,
in a transaction which resulted in the stockholders of CRI owning 62.3
percent of IFC. Accordingly, the transaction was recorded as a reverse
purchase of IFC by CRI. Therefore, the historical financial information
in the accompanying financial statements is that of CRI adjusted to
reflect the capital structure of IFC. The consolidated financial
statements include the accounts of CRII and CRI (the "Company"). All
significant intercompany accounts and transactions have been eliminated
in consolidation.

On May 19, 1995, IFC changed its name to Cell Robotics International,
Inc.

(b) Business
--------
The Company develops, produces and markets advanced scientific
instruments that increase the usefulness and importance of the
conventional laboratory microscope as a tool in medical, biological and
genetic applications in the life sciences. The Company markets its
products in both domestic and international markets. Currently
approximately two-thirds of the Company's sales are in the United
States, with Japan being the largest international market.

(2) Summary of Significant Accounting Policies
------------------------------------------
(a) Financial Statement Estimates
-----------------------------
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.

(b) Cash and Cash Equivalents
-------------------------
For purposes of the statements of cash flows, the Company considers all
short-term investments with original maturities of three months or less
to be cash equivalents.

(c) Inventory
---------
Inventory is recorded at the lower of cost, determined by the first-in,
first-out method, or market.

Inventory consists of the following:

<PAGE>
<PAGE>
1995 1994
---- ----
Raw materials $ 169,076 161,966
Work-in-process - 26,576
Finished goods - 19,956
--------- --------
$ 169,076 208,498
========= =======
(d) Property and Equipment
----------------------
Property and equipment are stated at cost. Depreciation is calculated
on a straight-line basis over the estimated useful lives of the assets,
which range from five to seven years. Leasehold improvements are
amortized over the life of the lease.

(e) Licenses
--------
Licenses are recorded at cost and are amortized on a straight-line basis
over the shorter of economic or legal lives of the underlying patents.

(f) Other Assets
------------
Certain legal fees and other related costs associated with start-up,
organization, acquisitions of loans, license fees, and software
development costs have been capitalized. Start-up and organization
costs are amortized on a straight-line basis over five years, loan
acquisition costs are amortized over the life of the respective loan,
license fees are amortized over the life of the license, and software
development costs are amortized as sales occur based on the estimated
total number of units to be sold.

(g) Fair Value of Financial Instruments
-----------------------------------
Cash and cash equivalents, restricted cash, accounts receivable,
accounts payable, royalties payable and accrued liabilities are
reflected in the financial statements at fair value because of the
short-term maturity of these instruments.

(h) Income Taxes
------------
The Company follows the method of providing for income taxes prescribed
by Statement of Financial Accounting Standards No. 109. Statement 109
utilizes the asset and liability method for accounting for income taxes
whereby 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.

(i) Revenue
-------
The Company recognizes revenue on sales of its products when the
products are shipped from the plant and ownership is transferred to the
customer.

Total export sales, primarily in the Far East, were $443,653 and
$299,547 for the years ended December 31, 1995 and 1994, respectively.
Sales revenues to individual customers, each of which accounted for 10
percent or more of total sales, are as follows for the years ended
December 31:

<PAGE>
<PAGE>
1995 1994
---- ----
Customer A $ 230,200 -
Mitsui, a related party
(note 5) 229,043 215,595
Customer B 149,494 -
Customer C - 61,997
Customer D - 58,690
======= ======
The sale to Customer B is included in accounts receivable at December
31, 1995.

(j) Research and Development
------------------------
Research and development costs related to both present and future
products are expensed as incurred. Research and development costs
consist primarily of salaries, materials and supplies.

(k) Warranties
----------
The Company warrants their microrobotic laser systems against defects in
materials and workmanship for one year. The warranty reserve is
reviewed periodically and adjusted based upon the Company's historical
warranty costs and its estimate of future costs.

(l) Net Loss Per Common Share
-------------------------
Net loss per common share is based on the weighted average shares of
common stock and, if dilutive, common equivalent shares (options and
warrants) outstanding during the period. None of the common stock
equivalents were dilutive during the periods presented.

(m) Reclassification
----------------
Certain 1994 amounts have been reclassified to conform with 1995
presentation.

(3) Property and Equipment
----------------------
Property and equipment consist of the following at December 31:

1995 1994
---- ----
Furniture and fixtures $ 8,028 8,028
Computers 250,164 201,485
Equipment 272,239 235,230
Leasehold improvements 48,150 48,150
--------- ---------
578,581 492,893
Accumulated depreciation (365,134) (266,347)
--------- ---------
Net property and equipment $ 213,447 226,546
========= =======
(4) Other Assets
------------
Other assets consist of the following at December 31:

<PAGE>
<PAGE>
1995 1994
---- ----
Software development costs $ 11,120 -
License and prepaid royalties 36,320 36,320
Financing fees relating to
note payable - 31,055
Start-up and organization costs 33,116 33,116
-------- ---------
80,556 100,491
Accumulated amortization (46,593) (60,698)
--------
Net other assets $ 33,963 39,793
======== ======

During 1995, the Company expensed the remaining net costs relating to the
acquisition of notes payable since all the principal and interest has been
forgiven and contributed to capital (note 7).

During 1995, the Company capitalized $11,120 of software development costs
relating to a project whose technological feasibility has been established.

(5) Note Payable to Stockholder
---------------------------
At December 31, 1994, CRI had borrowed $3,300,000 and $2,100,000 under two
separate agreements with MiCEL, Inc. ("MiCEL"), a 66 percent stockholder of
CRI's Class A common stock. MiCEL is a wholly owned United States
subsidiary of Mitsui Engineering and Shipbuilding Company, Ltd. ("Mitsui"),
a Japanese corporation. The loans were secured by substantially all assets
of CRI, including licenses, and by substantially all the Class A common
stock of CRI held by the remaining shareholders. During 1995, MiCEL was
dissolved and all of its rights were transferred to Mitsui.

During 1994, under agreements described in note 7, MiCEL contributed to the
capital of the Company $1,169,540 of interest accrued through December 12,
1994 on the promissory notes held by MiCEL. Additionally, in 1995 Mitsui
contributed to the capital of the Company $5,400,000 in loan principal
together with all accrued and unpaid interest in the aggregate amount of
$358,338.

(6) Short-term Borrowings
----------------------
The 1994 short-term borrowings consisted of two bridge loans dated
December 12, 1994 of $125,000 and $35,000 with IFC and Bridgeworks
Investors I, L.L.C. ("BW"), respectively. The notes bear interest at 10
percent and were due June 30, 1995. In conjunction with the financing
agreements and the merger with IFC described in note 7, the notes were
repaid through the issuance of IFC common stock at $1 per share.

During 1994, the Company entered into a bank line-of-credit agreement with
an available balance of $200,000 of which $102,390 was outstanding at
December 31, 1994. The borrowing bears interest at a floating rate, which
was 10.25 percent at December 31, 1994. This line of credit matured and
was paid in full in 1995.

(7) Reorganization
---------------
CRI, MiCEL, IFC, BW, and CRI's president, entered into (a) an Agreement and
Plan of Reorganization, (b) a Capital Contribution Agreement and (c) a
Distribution Agreement, in December 1994.
<PAGE>
<PAGE>
Pursuant to the closing of the agreements, IFC acquired 100 percent of
CRI's issued and outstanding shares of Class A and B common stock (the
Reorganization). In connection with the acquisition, IFC issued 668,019
shares of IFC common stock to shareholders of CRI, which represents 62.3
percent of the issued and outstanding IFC common stock immediately
following the transaction. In addition, the options to purchase CRI's
common stock described in note 8 were exchanged for options to purchase the
same number of IFC shares of common stock with identical terms. This
acquisition is being accounted for using the purchase method of accounting,
treating the merger as a reverse purchase of the assets and liabilities of
IFC by CRI. Immediately prior to the acquisition, all operations, assets
and liabilities of IFC, except $250,000 of receivables from CRI and cash,
were transferred to a separate entity ("IFHC"), which will be distributed
to IFC shareholders of record at December 16, 1994. The assets,
liabilities and results of operation of IFHC are excluded from the
accompanying financial statements. Proforma results of operations of the
combined entities are substantially identical to the results of operations
of CRI presented in the accompanying statements of operations.

Immediately prior to the Reorganization, Mitsui voluntarily surrendered to
CRI for cancellation a total of 491,499 shares of common stock of CRI. As
a result of this surrender and cancellation, Mitsui retained 231,519 shares
of CRI common stock which were exchanged for an equal number of shares of
Company common stock in the Reorganization. Under the terms of the Capital
Contribution Agreement, MiCEL contributed to the capital of the Company
$1,169,540 of interest accrued through December 12, 1994 on the promissory
notes held by MiCEL. The Distribution Agreement provides Mitsui exclusive
distribution rights in Japan for current and future products of the Company
for a period of 10 years.

Concurrently with the Reorganization, the Company, CRI, Mitsui and BW
entered into a Financing and Capital Contribution Agreement ("Financing
Agreement") and a Forbearance Agreement. Under the Forbearance Agreement
MiCEL agreed, if certain obligations of the other parties are fulfilled, to
defer payment of any amounts due and forebear from the exercise of its
rights under the promissory notes described in note 5.

Under the terms of the Financing Agreement, BW executed a subscription
agreement to subscribe for and purchase 380,000 shares of IFC's common
stock at a price of $1.00 per share prior to April 30, 1995. At
December 31, 1994, 160,000 shares were subscribed (note 6) and the
remainder were subscribed during 1995. Mark Waller, managing member of BW,
is also a Director of the Company.

In addition, BW agreed to procure on behalf of IFC a commitment from an
investment banker or other investor to provide additional equity financing
of at least $1,400,000 upon terms and conditions acceptable to IFC's Board
of Directors.

On September 19, 1995, the Company successfully closed a private offering
of its securities in which it sold an aggregate of 115 Units to selected
qualified investors at a price of $25,000 per Unit, realizing aggregate
gross proceeds of $2,875,000 (the "Private Offering"). Each Unit sold in
the Private Offering consisted of 20,000 shares of Common Stock and Class A
Common Stock Purchase Warrants ("A Warrants") exercisable to purchase an
additional 10,000 shares of common stock at an exercise price of $1.75 per
share. As of December 31, 1995, no warrants had been exercised. In
consideration of its services, the placement agent received a placement fee
equal to 10 percent of the gross proceeds of the Private Offering and a
nonaccountable expense allowance equal to 5 percent of the gross proceeds
of the Private Offering. The placement agent was also issued warrants to
purchase 230,000 shares of common<PAGE>
<PAGE>
stock at $1.25 per share and, if exercised, will receive up to 115,000 A
Warrants. The net proceeds of the Private Offering were approximately
$2,250,000, of which $425,000 was held in escrow pending the Company's
registration statement on Form SB-2 being declared effective (note 15).

In accordance with and fulfilling the terms of the Financing Agreement,
following the first closing of the Private Offering which occurred on
August 31, 1995, the Company and Mitsui consummated the following
transactions:

1. The Company paid to Mitsui the sum of $250,000;

2. The Company issued to Mitsui an additional 177,887 shares of Common
Stock to increase Mitsui's ownership in the Company to approximately
8 percent;

3. The Company and Mitsui executed and delivered a Royalty Agreement
pursuant to which the Company agreed to pay to Mitsui a royalty equal
to one percent (1%) of the aggregate net sales of certain products
for a term of ten (10) years; and

4. Mitsui executed and delivered to the Company a Capital Contribution
Agreement pursuant to which it agreed to contribute to the capital of
the Company $5,400,000 in aggregate principal debt obligations of CRI
to Mitsui, together with all accrued and unpaid interest in the
aggregate amount of $358,338.

(8) Stock Options
--------------
The Company has adopted a Stock Incentive Plan (the "Plan"). Pursuant to
the Plan, stock options granted to eligible participants may take the form
of Incentive Stock Options ("ISO's") under Section 422 of the Internal
Revenue Code of 1986, as amended or options which do not qualify as ISO's
(Non-Qualified Stock Options or "NQSO's"). An aggregate of 1,000,000
shares of the Company's Common Stock is reserved for issuance under the
Plan.

During 1995, 97,579 options were repriced to an exercise price of $1.75,
all vesting requirements were eliminated and the expiration date was
extended to December 31, 2003. The exercise price of $1.75 is only
effective if the options are exercised after January 1, 2000. If options
are exercised before that date, the exercise price reverts back to the
original grant, with an exercise price range of $2.39 to $2.50.

The following is a summary of the stock options, all of which are
exercisable, granted under the Plan:
Outstanding options
-------------------
Price
Number per share
------ ---------
Options at December 31, 1993 79,246 $ 2.39
Options granted 45,006 2.39
Options expired (21,658) 2.39
---------- ------------
Options at December 31, 1994 102,594 2.39
Options expired (19,115) 2.39
Options granted 672,100 1.75 - 2.81
Options repriced (97,579) 2.39 - 2.50
Options repriced 97,579 1.75
---------- -------------
Options at December 31, 1995 755,579 $ 1.75 - 2.81
======= =============<PAGE>
<PAGE>
During 1995, the Board of Directors and stockholders approved an Employee
Stock Purchase Plan ("ESPP"). As of December 31, 1995, no shares of Common
Stock have been issued under the ESPP and there have been no subscriptions
of employees to participate in the plan. The Company expects to begin
implementing the ESPP beginning January 1, 1996.

(9) Employment Agreements
----------------------
At the closing of the Reorganization, the Company executed written
employment agreements, having terms of 5 years each, with two officers of
the Company. The employment agreement with one officer provides that he
will serve the Company as its Chairman, President and CEO, on a full-time
basis, for a minimum base salary of $100,000 per year. The employment
agreement with the other officer provides for his serving as Vice President
of Finance, on a part-time basis, for a minimum base salary of $27,000 per
year. No other executive officer receives any compensation or is subject
to any agreement or arrangement to receive compensation in the future.

(10) Operating Expenses
------------------
For the years ended December 31, 1995 and 1994, operating expense
consists of the following:

1995 1994
---- ----
General and administrative $488,972 469,441
Marketing 262,799 438,431
Research and development 450,657 466,721
----------- ---------
$ 1,202,428 1,374,593

(11) Royalty Agreements
------------------
The Company is party to three royalty agreements under which it must make
payments to the original holders of patents on components used in its
products. Such royalties are generally due upon sale of products
containing patented components.

The first royalty agreement pertains to the Company's exclusive license
agreement which continues until February 14, 2007. The royalty is
calculated as either (a) $1,000 for each patentable item included on a
product sold for an amount in excess of $75,000 or (b) one percent of the
selling price of a product sold for less than $75,000 which includes a
patentable item. Minimum annual royalty payments required to retain the
license are $15,000 each year. This royalty agreement was renegotiated on
January 5, 1996. Pursuant to the renegotiation the licensor agreed to
accept $15,000 for full satisfaction of the old license agreement. The new
agreement consists of two underlying patents. The new agreement continues
until the expiration of the last underlying patent which is February 14,
2007. Under the terms of the new agreement, the Company agrees to pay a
royalty equal to 4 percent of the net selling price of products utilizing
one patent and two percent of the net selling price of products utilizing
the other patent. Minimum annual royalty payments required to retain the
license are $5,000 per year.

The second royalty agreement requires a royalty payment equal to 5 percent
of revenue generated from sales by the Company's products and pertains to
the Company's major, worldwide, exclusive license agreement which continues
until March 31, 2016. Minimum royalty payments required to retain this
license are as follows:<PAGE>
<PAGE>

Twelve month period
ended March 31
--------------
1997 $ 100,000
1998 150,000
1999 200,000
2000 250,000
2001 300,000
Thereafter 4,950,000
-----------
$ 5,950,000
===========

The third royalty agreement is with Mitsui (note 7). Under the term of the
agreement, which continues until September 11, 2005, the Company agrees to
pay Mitsui a royalty equal to 1 percent of the aggregate net sales of
certain products.

(12) Income Taxes
------------
No provision for federal or state income tax expense has been recorded
due to the Company's losses. The Company has net operating loss
carryforwards and temporary differences that give rise to the following
deferred tax assets and liabilities:

December 31
1995 1994
---- ----
Deferred tax assets:
Net operating loss carryforwards $ 2,800,000 2,400,000
Inventory capitalization 63,000 178,000
Vacation and sick leave payable 31,500 16,800
Allowance for doubtful accounts 625 850
----------- -----------
2,895,125 2,595,650
Less valuation allowance (2,878,925) (2,584,050)
----------- -----------

Net deferred tax asset 16,200 11,600

Deferred tax liabilities - depreciation (16,200) (11,600)
----------- -----------
Net deferred income taxes $ - -
=========== ===========

The net deferred taxes have been fully offset by a valuation allowance
since the Company cannot currently conclude that it is more likely than
not that the benefits will be realized. The net operating loss
carryforward for income tax purposes of approximately 8,200,000 expires
beginning in 2006. Ownership changes resulting from the Reorganization
(note 7) will limit the use of this net operating loss under applicable
Internal Revenue Service regulations.

(13) Commitments
-----------
The Company is obligated under a non-cancelable operating lease for
building facilities which require minimum rental payments of $94,032 in
1996 and $86,196 in 1997. As security to the lessor under the terms of
the lease, Mitsui has provided a $146,931 irrevocable letter of credit
from a bank in favor of the lessor. The letter of credit<PAGE>
<PAGE>
shall remain in full force and effect throughout the lease term.
Rent expense for 1995 and 1994 was $108,054 and $99,324,
respectively.

(14) Capital Resources
-----------------
Since inception, the Company has incurred operating losses which have
resulted in an accumulated deficit of $9,596,366, and operations used
net cash of $1,267,920 in 1995.

The Company's ability to improve cash flow and ultimately achieve
profitability will depend on its ability to significantly increase
sales. To this end, the Company has used a portion of the proceeds of
the Private Offering to expand its advertising and marketing efforts
aimed at augmenting market penetration and exposure. Additionally,
personnel of significant new distributors completed training on the
Company's products in November 1995 and should now be able to intensify
their marketing effort. With the implementation of the new distributor
relationships and enhanced advertising and marketing efforts, the
Company is currently projecting a gradual increase in monthly sales up
to the break-even mark by the end of fiscal 1996.

Notwithstanding the fact that the Company has increased its advertising
and marketing efforts, product development costs have stabilized and
interest expenses have been greatly reduced, the Company does not
anticipate achieving profitable operations during fiscal 1996. As a
result, the Company's working capital surplus is expected to erode over
the next twelve months. Nevertheless, the Company expects that its
present working capital surplus will be sufficient to cover the
reasonably anticipated operating deficits of the Company during fiscal
1996.

The accompanying financial statements have been prepared in conformity
with generally accepted accounting principles which contemplate
continuation of the Company as a going concern. The ultimate
continuation of the Company is dependent on the Company attaining
profitable operations to support its continued operations.

(15) Subsequent Events
-----------------
On January 10, 1996, the Company acquired certain technological assets
and covenants not to compete from Technal Products, Inc. for a
consideration of approximately $15,000 cash, 17,500 shares of the
Company's common stock and the grant of a 1 percent royalty on future
sales, with a lifetime maximum of $20,000.

On February 14, 1996, the Company's registration statement on form SB-2
was declared effective by the Securities Exchange Commission.

<PAGE>
- --------------------------------------- -------------------------------
No person is authorized to give
any information or to make any repre-
sentation other than those contained
in this Prospectus, and if made such
information or representation must
not be relied upon as having been
given or authorized. This Prospectus CELL ROBOTICS
does not constitute an offer to sell INTERNATIONAL, INC.
or a solicitation of an offer to buy
any securities other than the Securi- 3,306,500 Shares
ties offered by this Prospectus or an 1,265,000 Class A Warrants
offer to sell or a solicitation of an
offer to buy the Securities in any
jurisdiction to any person to whom
it is unlawful to make such offer or
solicitation in such jurisdiction.

The delivery of this Prospectus
shall not, under any circumstances,
create any implication that there
has been no changes in the affairs
of the Company since the date of
this Prospectus. However, in the
event of a material change, this
Prospectus will be amended or
supplemented accordingly.

TABLE OF CONTENTS
Page
Available Information. . . . . . . . . 4
Prospectus Summary . . . . . . . . . . 7
Risk Factors . . . . . . . . . . . . 12
Certain Market Information . . . . . .19
Dilution . . . . . . . . . . . . . . .21
Capitalization . . . . . . . . . . . .23
Use of Proceeds. . . . . . . . . . . .24
Management's Discussion and
Analysis or Plan of Operation . . . .25
Business . . . . . . . . . . . . . . .29 --------------------------
Management . . . . . . . . . . . . . .40 PROSPECTUS
Principal Stockholders . . . . . . . .44 --------------------------
Selling Securityholders. . . . . . . .46
Certain Transactions . . . . . . . . .57
Executive Compensation . . . . . . . .60
Descriptions of Securities . . . . . .63 --------------------, 1996
Determination of Warrant Exercise
Price. . . . . . . . . . . . . . . .65
Plan of Distribution . . . . . . . . .66
Legal Matters. . . . . . . . . . . . .68
Experts. . . . . . . . . . . . . . . .68
Indemnification. . . . . . . . . . . .68
Financial Statements . . . . . . . . .F-1 to F-20
- ---------------------------------------- ---------------------------------
<PAGE>
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

Item 24. Indemnification of Directors and Officers.

The only statute, charter provision, bylaw, contract, or other arrangement
under which any controlling person, director or officers of the Registrant is
insured or indemnified in any manner against any liability which he may incur
in his capacity as such, is as follows:

Sections 7-109-101 through 7-109-110 of the Colorado Corporation Code
provide as follows:

7-109-101. Definitions. As used in this article:

(1) "Corporation" includes any domestic or foreign entity that is a
predecessor of a corporation by reason of a merger or other
transaction in which the predecessor's existence ceased upon
consummation of the transaction.

(2) "Director" means an individual who is or was a director of a
corporation or an individual who, while a director of a corporation,
is or was serving at the corporation's request as a director,
officer, partner, trustee, employee, fiduciary, or agent of another
domestic or foreign corporation or other person or of an employee
benefit plan. A director is considered to be serving an employee
benefit plan at the corporation's request if his or her duties to the
corporation also impose duties on, or otherwise involve services by,
the director to the plan or to participants in or beneficiaries of
the plan. "Director" includes, unless the context requires
otherwise, the estate or personal representative of a director.

(3) "Expenses" includes counsel fees.

(4) "Liability" means the obligation incurred with respect to a
proceeding to pay a judgment, settlement, penalty, fine, including an
excise tax assessed with respect to an employee benefit plan, or
reasonable expenses.

(5) "Official capacity" means, when used with respect to a director,
the office of director in a corporation and, when used with respect
to a person other than a director as contemplated in section 7-109-
107, the office in a corporation held by the officer or the
employment, fiduciary, or agency relationship undertaken by the
employee, fiduciary, or agent on behalf of the corporation.
"Official capacity" does not include service for any other domestic
or foreign corporation or other person or employee benefit plan.

(6) "Party" includes a person who was, is, or is threatened to be
made a named defendant or respondent in a proceeding.

(7) "Proceeding" means any threatened, pending, or completed action,
suit, or proceeding, whether civil, criminal, administrative, or
investigative and whether formal or informal.<PAGE>
<PAGE>

7-109-102. Authority to indemnify directors.

(1) Except as provided in subsection (4) of this section, a
corporation may indemnify a person made a party to a proceeding
because the person is or was a director against liability incurred in
the proceeding if:

(a) The person conducted himself or herself in good faith; and

(b) The person reasonable believed:

(I) In the case of conduct in an official capacity with the
corporation, that his or her conduct was in the corporation's best
interests; and

(II) In all other cases, that his or her conduct was at least not
opposed to the corporation's best interests; and

(c) In the case of any criminal proceeding, the person had no
reasonable cause to believe his or her conduct was unlawful.

(2) A director's conduct with respect to an employee benefit plan
for a purpose the director reasonably believed to be in the interests
of the participants in or beneficiaries of the plan is conduct that
satisfies the requirement of subparagraph (II) of paragraph (b) of
subsection (1) of this section. A director's conduct with respect to
an employee benefit plan for a purpose that the director did not
reasonably believe to be in the interests of the participants in or
beneficiaries of the plan shall be deemed not to satisfy the
requirements of paragraph (a) of subsection (1) of this section.

(3) The termination of a proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent is
not, of itself, determinative that the director did not meet the
standard of conduct described in this section.

(4) A corporation may not indemnify a director under this section:

(a) In connection with a proceeding by or in the right of the
corporation in which the director was adjudged liable to the
corporation; or

(b) In connection with any other proceeding charging that the
director derived an improper personal benefit, whether or not
involving action in an official capacity, in which proceeding the
director was adjudged liable on the basis that he or she derived an
improper personal benefit.

(5) Indemnification permitted under this section in connection with
a proceeding by or in the right of the corporation is limited to
reasonable expenses incurred in connection with the proceeding.

7-109-103. Mandatory indemnification of directors. Unless limited
by its articles of incorporation, a corporation shall indemnify a
person who was wholly successful, on the merits or otherwise, in the<PAGE>
<PAGE>
defense of any proceeding to which the person was a party because the
person is or was a director, against reasonable expenses incurred by him
or her in connection with the proceeding.

7-109-104. Advance of expenses to directors.

(1) A corporation may pay for or reimburse the reasonable expenses
incurred by a director who is a party to a proceeding in advance of
final disposition of the proceeding if:

(a) The director furnishes to the corporation a written
affirmation of the director's good faith belief that he or she has
met the standard of conduct described in section 7-109-102;

(b) The director furnishes to the corporation a written
undertaking, executed personally or on the director's behalf, to
repay the advance if it is ultimately determined that he or she did
not meet the standard of conduct; and

(c) A determination is made that the facts then known to those
making the determination would not preclude indemnification under
this article.

(2) The undertaking required by paragraph (b) of subsection (1) of
this section shall be an unlimited general obligation of the director
but need not be secured and may be accepted without reference to
financial ability to make repayment.

(3) Determinations and authorizations of payments under this section
shall be made in the manner specified in section 7-109-106.

7-109-105. Court-ordered indemnification of directors.

(1) Unless otherwise provided in the articles of incorporation, a
director who is or was a party to a proceeding may apply for
indemnification to the court conducting the proceeding or to another
court of competent jurisdiction. On receipt of an application, the
court, after giving any notice the court considers necessary, may
order indemnification in the following manner:

(a) If it determines that the director is entitled to mandatory
indemnification under section 7-109-103, the court shall order
indemnification, in which case the court shall also order the
corporation to pay the director's reasonable expenses incurred to
obtain court-ordered indemnification.

(b) If it determines that the director is fairly and reasonable
entitled to indemnification in view of all the relevant
circumstances, whether or not the director met the standard of
conduct set forth in section 7-109-102 (1) or was adjudged liable in
the circumstances described in section 7-109-102 (4), the court may
order such indemnification as the court deems proper; except that the
indemnification with respect to any proceeding in which liability
shall have been adjudged in the circumstances described in section 7-
109-102 (4) is limited to reasonable expenses incurred in connection
with the proceeding and reasonable expenses incurred to obtain court-
ordered indemnification.<PAGE>
<PAGE>

7-109-106. Determination and authorization of indemnification of
directors.

(1) A corporation may not indemnify a director under section 7-109-
102 unless authorized in the specific case after a determination has
been made that indemnification of the director is permissible in the
circumstances because the director has met the standard of conduct
set forth in section 7-109-102. A corporation shall not advance
expenses to a director under section 7-109-104 unless authorized in
the specific case after the written affirmation and undertaking
required by section 7-109-104 (1) (a) and (1) (b) are received and
the determination required by section 7-109-104 (1) (c) has been
made.

(2) The determinations required by subsection (1) of this section
shall be made:

(a) By the board of directors by a majority vote of those present
at a meeting at which a quorum is present, and only those directors
not parties to the proceeding shall be counted in satisfying the
quorum; or

(b) If a quorum cannot be obtained, by a majority vote of a
committee of the board of directors designated by the board of
directors, which committee shall consist of two or more directors not
parties to the proceeding; except that directors who are parties to
the proceeding may participate in the designation of directors for
the committee.

(3) If a quorum cannot be obtained as contemplated in paragraph (a)
of subsection (2) of this section, and a committee cannot be
established under paragraph (b) of subsection (2) of this section,
or, even if a quorum is obtained or a committee is designated, if a
majority of the directors constituting such quorum or such committee
so directs, the determination required to be made by subsection (1)
of this section shall be made:

(a) By independent legal counsel selected by a vote of the board
of directors or the committee in the manner specified in paragraph
(a) or (b) of subsection (2) of this section or, if a quorum of the
full board cannot be obtained and a committee cannot be established,
by independent legal counsel selected by a majority vote of the full
board of directors; or

(b) By the shareholders.

(4) Authorization of indemnification and advance of expenses shall
be made in the same manner as the determination that indemnification
or advance of expenses is permissible; except that, if the
determination that indemnification or advance of expenses is
permissible is made by independent legal counsel, authorization of
indemnification and advance of expenses shall be made by the body
that selected such counsel.<PAGE>
<PAGE>

7-109-107. Indemnification of officers, employees, fiduciaries, and
agents.

(1) Unless otherwise provided in the articles of incorporation:

(a) An officer is entitled to mandatory indemnification under
section 7-109-103, and is entitled to apply for court-ordered
indemnification under section 7-109-105, in each case to the same
extent as a director;

(b) A corporation may indemnify and advance expenses to an
officer, employee, fiduciary, or agent of the corporation to the same
extent as to a director; and

(c) A corporation may also indemnify and advance expenses to an
officer, employee, fiduciary, or agent who is not a director to a
greater extent, if not inconsistent with public policy, and if
provided for by its bylaws, general or specific action of its board
of directors or shareholders, or contract.

7-109-108. Insurance. A corporation may purchase and maintain
insurance on behalf of a person who is or was a director, officer,
employee, fiduciary, or agent of the corporation, or who, while a
director, officer, employee, fiduciary, or agent of the corporation,
is or was serving at the request of the corporation as a director,
officer, partner, trustee, employee, fiduciary, or agent of another
domestic or foreign corporation or other person or of an employee
benefit plan, against liability asserted against or incurred by the
person in that capacity or arising from his or her status as a
director, officer, employee, fiduciary, or agent, whether or not the
corporation would have power to indemnify the person against the same
liability under section 7-109-102, 7-109-103, or 7-109-107. Any such
insurance may be procured from any insurance company designated by
the board of directors, whether such insurance company is formed
under the laws of this state or any other jurisdiction of the United
States or elsewhere, including any insurance company in which the
corporation has an equity or any other interest through stock
ownership or otherwise.

7-109-109. Limitation of indemnification of directors.

(1) A provision treating a corporation's indemnification of, or
advance of expenses to, directors that is contained in its articles
of incorporation or bylaws, in a resolution of its shareholders or
board of directors, or in a contract, except an insurance policy, or
otherwise, is valid only to the extent the provision is not
inconsistent with sections 7-109-101 to 7-109-108. If the article of
incorporation limit indemnification or advance of expenses,
indemnification and advance of expenses are valid only to the extent
not inconsistent with the articles of incorporation.

(2) Sections 7-109-101 to 7-109-108 do not limit a corporation's
power to pay or reimburse expenses incurred by a director in
connection with an appearance as a witness in a proceeding at a time
when he or she has not been made a named defendant or respondent in
the proceeding.<PAGE>
<PAGE>

7-109-110. Notice to shareholder of indemnification of director. If
a corporation indemnifies or advances expenses to a director under
this article in connection with a proceeding by or in the right of
the corporation, the corporation shall give written notice of the
indemnification or advance to the shareholders with or before the
notice of the next shareholders' meeting. If the next shareholder
action is taken without a meeting at the instigation of the board of
directors, such notice shall be given to the shareholders at or
before the time the first shareholder signs a writing consenting to
such action.
* * *

b. Article XII of Registrant's Articles of Incorporation provide that
the corporation may indemnify each director, officer, and any employee or agent
of the corporation, his heirs, executors and administrators, against expenses
reasonably incurred or any amounts paid by him in connection with any action,
suit or proceeding to which he may be made a party by reason of his being or
having been a director, officer, employee or agent of the corporation to the
extent permitted by the law as recited above in subparagraph (a).

c. Article XII of Registrant's Articles of Incorporation provides, in
part:
"e. To the maximum extent permitted by law or by public policy,
directors of this Corporation are to have no personal liability for
monetary damages for breach of fiduciary duty as a director."

d. The Registration Rights between the Company and the Warrantholders
provides that the Warrantholders will indemnify and hold harmless the Company,
the directors of the Company, each person, if any, who controls the Company
within the meaning of Section 15 of the Securities Act of 1933, as amended (the
"1933 Act"), against any and all losses, claims, demands, liabilities and
expenses (including reasonable legal or other expenses) to which it may become
subject, arising out of or based upon any untrue statement or alleged untrue
statement of a material fact contained in the Registration Statement, or in any
Blue Sky Application, or the omission or alleged omission to state therein a
material fact required to be stated therein, or necessary to make the
statements therein not misleading, resulting from the use of written
information furnished to the Company by the Warrantholders for use in the
preparation of the Registration Statement, or in any Blue Sky Application.

Item 25. Other Expenses of Issuance and Distribution.

The estimated expenses of the offering are to be borne by the Company, are
as follows:

<TABLE>
<S> <C>
SEC Filing Fee $ 4,500
Printing Expenses 500
Accounting Fees and Expenses 7,000
Legal Fees and Expenses 7,500
Blue Sky Fees and Expenses 5,000
Registrar and Transfer Agent Fee 500
--------
Total $25,000<PAGE>
<PAGE>

Item 26. Recent Sales of Unregistered Securities.

1. In January 1994, the Company issued an aggregate of 22,500 shares of
Common Stock valued at $.50 per share to officers and directors for services
performed in those capacities. The securities were issued to six individuals,
each of whom represented that he was an "accredited investor" within in the
meaning of Rule 501(a) of Regulation D. The securities, which were taken for
investment and were subject to appropriate transfer restrictions, were issued
without registration under the Securities Act of 1933, as amended (the "Act")
in reliance upon the exemption provided in Section 4(2) of the Act.

2. In February 1995, the Company issued an aggregate of 668,019 shares
of Common Stock and Incentive Stock Options exercisable to purchase an
additional 66,594 shares of Common Stock at $1.75 per share and Non-Qualified
Stock Options exercisable to purchase 36,000 shares of Common Stock at $1.75
per share in connection with the Company's acquisition of Cell Robotics, Inc.,
a New Mexico corporation. The shares of Common Stock were issued to total of
eight (8) former shareholders of Cell Robotics, Inc., pro rata, each of whom
represented that he, she or it satisfied certain suitability and qualification
requirements. The securities, which were taken for investment and were subject
to appropriate transfer restriction, were issued without registration under the
Act in reliance upon the exemption provided in Section 4(2) of the Act.

3. In 1995, the Company sold 380,000 shares of Common Stock to
Bridgeworks Investors I, L.L.C., an Oregon limited liability company, for $1.00
per share. The shares of Common Stock were acquired for investment purposes
and were subject to appropriate transfer restrictions. The shares of Common
Stock were not registered under the Act in reliance upon Section 4(2) thereof.

4. In 1994, the Company sold 120,000 shares of Common Stock to six (6)
investors for $1.00 per share. Each investor represented that they satisfied
certain suitability requirements. The shares of Common Stock were acquired for
investment purposes and were subject to appropriate transfer restrictions. The
shares of Common Stock were not registered under the Act in reliance upon
Section 4(2) thereof.

5. In September 1995, the Company sold an aggregate 115 Units, each Unit
consisting of 20,000 shares of Common Stock and 10,000 Class A Warrants. Each
Class A Warrant entitles the holder thereof to purchase one (1) share of common
stock at an exercise price of $1.75 per share. The Units were sold to an
aggregate of 89 investors who represented that they qualified as "accredited
investors" within the meaning of Rule 501(a) of Regulation D, and a total of 4
other investors who satisfied certain other suitability requirements. The
securities were acquired for investment purposes and were subject to
appropriate transfer restrictions. The securities were not registered under
the Act in reliance upon Section 4(2) thereof and Rule 506 of Regulation D
promulgated thereunder.

6. In September 1995, the Company granted a Placement Agent Warrant
exercisable to purchase 11.5 Units of the Company's securities, each Unit
consisting of 20,000 shares of Common Stock and 10,000 Class A Warrants. Each
Class A Warrant entitles the holder thereof to purchase one (1) share of common
stock at an exercise price of $1.75 per share. The Placement Agent's Warrant
was issued to a registered broker-dealer which qualified as a "accredited
investor" within the meaning of Rule 501(a) of Regulation D. The Placement
Agent's Warrant was acquired for investment purposes and was subject to<PAGE>
<PAGE>
appropriate transfer restrictions. The Placement Agent's Warrant was not
registered under the Act in reliance upon Section 4(2) thereof and Rule 506 of
Regulation D thereunder.

7. In August 1995, the Company granted Incentive Stock Options
exercisable to purchase 360,000 shares of the Company's Common Stock at an
exercise price of $1.75 per share. The Incentive Stock Options were issued to
executive officers and key employees of the Company pursuant to the Company's
1992 Stock Incentive Plan. The Incentive Stock Options were taken for
investment, were subject to appropriate transfer restrictions, and were issued
without registration under the Act in reliance upon the exemption provided in
Section 4(2) of the Act.

8. In September 1995, the Company granted a Non-Qualified Stock Option
exercisable to purchase 3,000 shares of the Company's Common Stock at an
exercise price of $1.75 per share. The Non-Qualified Stock Option was granted
to one (1) individual in addition to cash compensation for public relations
services performed for the Company. The option was deemed to have only nominal
value. The Non-Qualified Stock Option was acquired for investment purposes and
was subject to appropriate transfer restrictions. The Non-Qualified Stock
Option was not registered under the Act in reliance upon Section 4(2) thereof.

9. In September 1995, the Company granted a Non-Qualified Stock Option
exercisable to purchase 6,000 shares of the Company's Common Stock at an
exercise price of $1.75 per share. The Non-Qualified Stock Option was granted
for services performed as a member of the Company's Technical Advisory Board
and was deemed to have only nominal value. The Non-Qualified Stock Option was
acquired for investment purposes and was subject to appropriate transfer
restrictions. The Non-Qualified Stock Option was not registered under the Act
in reliance upon Section 4(2) thereof.

10. In January 1996, the Company issued an aggregate of 17,500 shares to
seven (7) investors as partial consideration for certain U.S. and foreign
patent rights. The shares of Common Stock were valued at $2.25 per share. The
shares of Common Stock were acquired for investment purposes and were subject
to appropriate transfer restrictions. The shares of Common Stock were not
registered under the Act in reliance upon Section 4(2) thereof.

11. In December, 1995, the Company granted Non-Qualified Stock Options
exercisable to purchase 60,000 shares of the Company's Common Stock at an
exercise price of $2.81 per share. The Non-Qualified Stock Options were
granted to three (3) directors of the Company. The Non-Qualified Stock Options
were deemed to have only nominal value. The Non-Qualified Stock Options were
acquired for investment purposes and were subject to appropriate transfer
restrictions. The Non-Qualified Stock Options were not registered under the
Act in reliance upon Section 4(2) thereof.

Item 27. Exhibits.

a. The following Exhibits are filed as part of this Registration
Statement pursuant to Item 601 of Regulation S-B:

<PAGE>

</TABLE>
<TABLE>
<CAPTION>
Exhibit No. Title
- ----------- -----
<S> <C> <C>
** 1.0 Articles of Amendment to the Articles of Incorporation dated
May 23, 1995

** 3.1 Amended and Restated Articles of Incorporation

** 3.2 Amended and Restated Bylaws

** 4.1 Specimen Certificate of Common Stock

** 4.2 Specimen Class A Common Stock Purchase Warrant

** 4.3(a) Placement Agent's Common Stock Purchase Warrant for 6.8 Units

** 4.3(b) Placement Agent's Common Stock Purchase Warrant for 4.7 Units

** 4.4 Warrant Agreement

**** 5.0 Opinion of Neuman & Cobb regarding the legality of the
securities being registered

* 10.1 Placement Agency Agreement

* 10.2 Agreement and Plan of Reorganization between and among Cell
Robotics, Inc., Intelligent Financial Corporation, MiCel, Inc.,
Bridgeworks Investors I, L.L.C., and Ronald K. Lohrding.

* 10.3 Employment Agreement of Ronald K. Lohrding.

* 10.4 Employment Agreement of Craig T. Rogers.

* 10.5 Financing and Capital Contribution Agreement between and among
Cell Robotics, Inc., Intelligent Financial Corporation, MiCel,
Inc., and Bridgeworks Investors I, L.L.C.

* 10.6 Irrevocable Appointment of Voting Rights by Dr. Lohrding to
MiCEL, Inc.

* 10.7 Stock Pooling and Voting Agreement

** 10.8 Royalty Agreement dated September 11, 1995 between the
Registrant, Cell Robotics, Inc., and Mitsui Engineering &
Shipbuilding Co., Ltd.

** 10.9 Agreement of Contribution and Mutual Comprehensive Release
dated September 11, 1995 between the Company, Cell Robotics,
Inc. and Mitsui Engineering & Shipbuilding Co., Ltd.

** 10.10 Distribution Agreement dated April 6, 1995, between Carl Zeiss,
Inc. and the Registrant

** 10.11 Distribution Agreement dated December 15, 1994, between MiCEL,
Inc. and the Registrant

** 10.12 Revised License Agreement dated January 5, 1996 between the
Registrant and the Regents of the University of California

** 10.13 Purchase Agreement with Tecnal Products, Inc.
<PAGE>
<PAGE>
** 10.14 License Agreement with NTEC

**** 10.15 License Agreement dated May 13, 1996, between the Registrant
and GEM Edwards, Inc.

** 11.1 Calculation of Loss Per Share for the nine months ended
September 30, 1994 and 1995 and for the twelve months ended
December 31, 1994 and 1993

*** 16.00 Letter of Schumacher & Associates, Inc., Certified Public
Accountants, filed pursuant to Item 304(a)(3) of Regulation S-B

** 21.0 Subsidiaries

**** 23.1 Consent of Neuman & Cobb

**** 23.2 Consent of KPMG Peat Marwick LLP, Certified Public Accountants

_______________________________
<FN>
* Incorporated by reference from the Registrant's Current Report on Form
8-K dated February 23, 1995, as filed with the Commission on March 10,
1995

** Incorporated by reference from the Registrant's Pre-Effective Amendment
No. 1 to Registration Statement on Form SB-2 declared effective by the
Commission on February 14, 1996.

*** Incorporated by reference from the Registrant's Current Report on
Form 8-K dated May 15, 1995, as filed with the Commission on May 18,
1995.

**** Filed with this Amendment.
</FN>
</TABLE>

Item 28. Undertakings.

The undersigned Registrant hereby undertakes:

1. To file, during any period in which it offers or sells securities, a
post-effective amendment to this registration statement to:<PAGE>
<PAGE>
(i) Include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;

(ii) Reflect in the prospectus any facts or events which,
individually or together, represent a fundamental change in
the information in the registration statement;

(iii) Include any additional or changed material information on
the plan of distribution.

2. That, for determining liability under the Securities Act, to treat
each post-effective amendment as a new registration statement of the securities
offered, and the offering of the securities at that time to be the initial bona
fide offering.

3. To file a post-effective amendment to remove from registration any of
the securities that remain unsold at the end of the offering.

Insofar as indemnification for liabilities arising under the Securities
Act of 1933 (the "Act") may be directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Act and is, therefore, unenforceable.

In the event that a claim for indemnification against such liabilities
(other than the payment by the Registrant of expenses incurred and paid by a
director, officer or controlling person of the Registrant in the successful
defense of any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities being
registered hereby, the Registrant will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed
by the final adjudication of such issue.
<PAGE>
<PAGE>
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form SB-2 and has duly caused this
Post Effective Amendment No. 1 to Registration Statement to be signed on its
behalf by the undersigned thereunto duly authorized, in the City of
Albuquerque, State of New Mexico on the 15th day of July, 1996.

CELL ROBOTICS INTERNATIONAL, INC.

By: /s/ Ronald K. Lohrding
-----------------------------
Ronald K. Lohrding, President

Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities with Cell Robotics International, Inc. and on the dates indicated.

Signature Position Date
- --------- -------- ----

/s/ Ronald K. Lohrding Chairman of the Board, 2/15/96
- ---------------------------- President, Chief Executive -------
Ronald K. Lohrding Officer

/s/ Craig T. Rogers Chief Financial Officer, 2/15/96
- --------------------------- Principal Accounting Officer, -------
Craig T. Rogers Secretary, Treasurer, Director

/s/ Mark Waller Director 2/15/96
- --------------------------- -------
Mark Waller

/s/ Raymond Radosevich Director 2/15/96
- --------------------------- -------
Raymond Radosevich

/s/ Denis Burger Director 2/15/96
- ---------------------------- -------
Denis Burger

July 16, 1996

Cell Robotics International, Inc.
2715 Broadbent Parkway N.E.
Albuquerque, New Mexico 87107

Re: Post-Effective Amendment No. 1 to Registration Statement on Form SB-2

Ladies and Gentlemen:

We have acted as counsel to Cell Robotics International, Inc. (the
"Company") in connection with Post-Effective Amendment No. 1 to Registration
Statement on Form SB-2 (the "Amended Registration Statement") to be filed with
the United Stated Securities and Exchange Commission, Washington, D.C.,
pursuant to the Securities Act of 1933, as amended, covering the registration
of an aggregate of 3,464,000 shares of Common Stock, $.004 par value ("Common
Stock") and 1,265,000 Class A Common Stock Purchase Warrants ("A Warrants").
In connection with such representation of the Company, we have examined such
corporate records, and have made such inquiry of government officials and
Company officials and have made such examination of the law as we deemed
appropriate in connection with delivering this opinion.

Based upon the foregoing, we are of the opinion as follows:

1. The Company has been duly incorporated and organized under the laws
of the State of Colorado and is validly existing as a corporation in good
standing under the laws of that state.

2. The Company's authorized capital consists of twelve million five
hundred thousand (12,500,000) shares of Common Stock having a par value of
$0.004 each and two million five hundred thousand (2,500,000) shares of
Preferred Stock having a par value of $.04 each.

3. The 1,969,000 shares of the Company's Common Stock and 1,150,000 A
Warrants being registered for sale and offered by the Selling Shareholders as
more fully described in the Registration Statement are lawfully and validly
issued, fully paid and non-assessable securities of the Company.

4. The 1,265,000 shares of the Company's Common Stock issuable upon
exercise of the A Warrants shall, upon valid exercise of such Warrants and
issuance thereof as more fully described in the Registration Statement, be duly
and validly authorized, legally issued, fully paid and non-assessable.

5. The 230,000 shares of the Company's Common Stock issuable upon
exercise of a Placement Agent's Warrant shall, upon valid exercise of such
Warrant and issuance thereof as more fully described in the Registration
Statement, be duly and validly authorized, legally issued, fully paid and non-
assessable.

6. The 115,000 A Warrants to be issued upon exercise of the Placement
Agent's Warrant shall, upon the valid exercise of such Warrant and issuance
thereof as more fully described in the Registration Statement, be duly and
validly authorized, legally issued, fully paid and exercisable in accordance
with their terms.

Sincerely,

Nathan L. Stone

NLS:at

LICENSE AND DEVELOPMENT AGREEMENT

THIS LICENSE AND DEVELOPMENT AGREEMENT is entered into effective as of
this _____ day of ___________________, 1996, by and between CELL ROBOTICS,
INC., a New Mexico corporation (hereinafter referred to as "Owner," "Licensor,"
or "CRI") and GEM EDWARDS, INC., an Ohio corporation ("Licensee" or "GEM").

RECITALS

WHEREAS, CRI is the owner of certain proprietary and inventive rights
covered by a U.S. patent and other technological assets; and

WHEREAS, GEM desires to acquire the rights to use the patents and
technological assets subject to the terms and conditions hereinbelow set forth.

NOW, THEREFORE, in consideration of these premises and of the mutual
covenants and agreements hereinafter set forth, Owner and Licensee hereby agree
as follows:

SECTION 1: DEFINITIONS

1.1. "Affiliates" shall mean any person that directly or indirectly
controls or is controlled by or is under the common control of a party, its
officers, directors, employees, agents, independent contractors and/or
servants, or a person that beneficially owns, directly or indirectly, five
percent (5%) of more of the voting securities of a party.

1.2. "Confidential Information" includes all Trade Secrets,
information, knowledge, design specifications, design criteria, inventions,
discoveries, know-how, patents and patent rights, processes, and concepts
embodied or incorporated in or manifested or represented by any of the Licensed
Patents, Licensed Technology or Future Improvements, and all other information
that has been marked confidential or is known to be proprietary, whether or not
patented or patentable and whether or not copyrighted or copyrightable, which
becomes known or could become known to either party by virtue of this Agreement
and/or communicated by, from or through agents or employees of either party.
Confidential Information shall not include (i) information which at the time of
disclosure is published or otherwise in the public domain, (ii) information
which after disclosure becomes part of the public domain otherwise than through
a breach of this Agreement, (iii) information which was known to a party prior
to its disclosure by the other party, (iv) information which becomes known to a
party from a third party source on a non-confidential basis and (v) information
which is independently developed by a party otherwise than pursuant to this
Agreement.

1.3. "Product" or "Products" shall mean a commercial application,
utilizing the Licensed Technology within the Field of Use.

1.4. "Field of Use" shall mean the utilization of the Licensed Patents,
Licensed Technology and Future Improvements in the development and
commercialization of a Product to be used solely for obtaining blood samples.

1.5. "Geographical Territory" means the geographical area of the United
States of America.

1.6. "Licensed Patents" means (i) U.S. Patent No. 5432811, (ii) any
patents that may issue from pending U.S. Application No. 08-297,295, and (iii)
any patents that may issue from the licensed technology and any patents which
may issue from any divisional, continuation, reissue or substitute application
based thereon, including any patents which issue from applications not yet made
as of the date of this Agreement. Licensed Patents shall be limited to
inventions and proprietary information utilizing and implementing the Licensed
Technology in the Field of Use.

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1.7. "Licensed Technology" means any trade secret, intellectual
property, confidential information, patents, know-how and inventions related in
any manner to any portion or phase of any scientific or technical information,
design, process, procedure, formula, improvement or other information related
thereto, developed and owned by Owner and related to the use of lasers to
obtain blood samples. Licensed Technology shall be limited to inventions and
proprietary information utilizing and implementing the Licensed Technology in
the Field of Use.

1.8. "Future Improvements" means any and all inventions and
improvements in processes, and manufacturing techniques relative to the
articles falling within the scope of the Licensed Patents and Licensed
Technology, made, devised or discovered by Owner or by Licensee, either alone
or jointly with others.

1.9. "Trade Secrets" shall mean, without limitation, any and all
written material, instruction manuals, blueprints, technical specifications,
account information, customer records, procedures, detail drawings, graphic
designs, inventions, discoveries, computer programs (both source and object
codes), their organization, structure, sequence, logic, coherence, look and
feel, subroutines, formulas, design, concept and know-how, and any other
material owned or produced by either party, whether or not patented or
patentable and whether or not copyrighted or copyrightable, including their
business plans, marketing strategies, clients and customers, projections,
suppliers, dealers and distributors.

SECTION 2: LICENSE GRANT

2.1. Subject to the terms and conditions set forth in this Agreement
and the payment of royalties provided for herein, the Owner hereby grants to
the Licensee an exclusive, non-transferrable, non-sublicensable license to the
Licensed Patents and Licensed Technology solely within the Field of Use in the
Geographical Territory and an exclusive, non-transferrable, non-sublicensable
right to manufacture, sell and distribute Products utilizing the Licensed
Patents and Licensed Technology solely in the Field of Use within the
Geographical Territory.

2.2. The Owner hereby agrees to extend the License Agreement to include
any and all future patents and patent applications, inventions, improvements
and discoveries in products, processes and manufacturing techniques relative to
the articles falling within the scope of the License granted in Section 2.1
above.

2.3. The Owner hereby agrees to extend the License Agreement to include
any and all patents on Future Improvements to the extent not specifically
excluded herein, made, devised or developed by Owner or Licensee or under the
direction or supervision of Owner or Licensee.

2.4. During the term of this License Agreement, and subject to the
exclusivity of Licensee remaining in full force and effect in accordance with
the terms hereof, Owner will refrain from directly or indirectly marketing
Product within the Field of Use in the Geographical Territory.

2.5. Except as specifically granted herein, Licensee and its Affiliates
are prohibited from manufacturing, selling, distributing and marketing Product
in any other geographical area of the world or from manufacturing, marketing or
distributing products utilizing or exploiting the Licensed Patents and Licensed
Technology outside of the Field of Use in any geographical area of the world.
Owner reserves to itself all rights of manufacture, marketing, sale and
distribution of the Licensed Patents and Licensed Technology within the Field
of Use and any other geographical area of the world outside of the Geographical
Territory as well as the worldwide right to manufacture, market, sell and
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distribute products utilizing the Licensed Patents and Licensed Technology
outside of the Field of Use.

2.6. Nothing in this Agreement shall be construed to prevent Owner from
licensing the Licensed Patents or Licensed Technology to any other person or
entity or to grant any such person or entity the right to use the Licensed
Patent or Licensed Technology in any manner which would not violate the rights
of Licensee within the Field of Use in the Geographical Territory, subject to
the provisions of Section 2.7 below.

2.7. During the term of this Agreement, Owner shall not grant to any
third parties the right to exploit the Licensed Patents and Licensed Technology
within the Field of Use in the country of Canada without first granting to
Licensee the first right and option to obtain such rights upon the same terms
and conditions, and subject to the same minimum performance requirements, as
Owner is willing to grant to such third party.

SECTION 3: PRODUCT DEVELOPMENT

3.1. GEM shall provide the necessary resources to design and develop
the Product, conduct clinical testing, prepare documentation for the FDA and
apply for FDA Clearance To Market for such Product. CRI agrees to make
available to GEM certain CRI personnel qualified to assist GEM in the
preparation of FDA documentation, clinical testing and to assist in Product
design. CRI shall have the right, but not the obligation, to also contract
with third parties for certain services, including qualified testing
organizations. Any and all personnel provided by CRI to GEM and other services
contracted for by CRI to assist in Product development shall be subject to the
prior approval of GEM; GEM shall compensate CRI at agreed-upon rates for all
such personnel assistance and third-party services on a net 30-day basis. All
such Product Development Expenses paid directly to CRI for CRI support shall be
recoupable by GEM against royalties due to CRI under Section 8 of this License
Agreement on a dollar-for-dollar basis during the first year of this License
Agreement.

3.2. CRI agrees to prepare and submit all required Pre-Market
Notifications to the FDA. CRI shall be responsible for FDA Pre-Market
Notification submissions and shall take all acts necessary to ensure that such
submissions are made in accordance with FDA Guidelines On Pre-Market
Notification, Pre-Market Notification For Laser Products and 21 C.F.R. GEM
agrees to reimburse CRI for such services, including services provided by CRI
employees and consultants. CRI agrees to correct, at its sole cost and
expense, any technical deficiencies as to form of any FDA submissions that
results in a Refusal to Accept ("RTA") and shall remedy, re-prepare and
resubmit all documentation in the event of any such RTA at its sole cost and
expense. If resubmission is required due to any reasons other than a technical
deficiency, the cost of any such resubmission shall be shared equally by CRI
and GEM. Notwithstanding, it is understood and agreed that CRI shall have no
liability whatsoever to GEM for any denial by the FDA of a Clearance To Market
with respect to the Product for any reason whatsoever other than a technical
deficiency in the submission.
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3.3. In connection with the Product development, concurrently with the
execution of this Agreement, GEM shall order from CRI and CRI shall manufacture
and deliver to GEM (i) ten laser perforator prototypes for use in clinical
testing, at the price of $400 each, and (ii) ten multi-faceted crystals for use
in pre-production models, at a price of $200 each. Payment shall be due net 30
days from delivery. Further, upon 60 days following the submission or as
otherwise agreed between the parties of the FDA Pre-Market Notification
documents, GEM agrees to order from CRI and CRI shall sell to GEM 90 additional
multi-faceted crystals at a price of $200 each, payment due on a net 30 days
basis. GEM agrees to provide at its sole cost and expense any and all
materials and supplies needed by CRI to conduct clinical testings, the cost
whereof shall be included in the Product Development Expenses described
elsewhere herein.

3.4. It is understood that Owner and Licensee shall at all times and
for all purposes hereunder be deemed independent of one another, and neither
party shall directly or indirectly imply or represent to others, or permit
their agents, employees or affiliates to imply or represent to others that
either has the authority to act for, represent or bind the other in any manner
by virtue of this Agreement. Each party expressly agrees to indemnify, defend
and hold harmless the other for any damages which may be sustained by virtue of
any breach of this Section 3.4.

SECTION 4: LASER SUPPLY

4.1. Throughout the term of this License Agreement, GEM agrees that it
shall utilize CRI as its sole and exclusive of supply of multi-faceted crystal
resonator (MCR) laser rods. CRI shall provide MCR rods to GEM at a price of
$200 each. CRI and GEM shall agree upon the physical and operational
parameters of such MCR rods prior to first delivery; and CRI shall be
responsible for testing and certifying that such rods conform to the specified
limits. CRI shall warrant that the MCR rods are merchantable, fit for their
intended use and will remain functional for the useful life of the Product.
GEM shall have the right to reject any non-conforming laser rods and CRI agrees
to replace any defective rods with conforming MCR laser rods under the supply
agreement.

4.2. If during the term of the License Agreement the fully-burdened
acquisition cost to CRI of MCR laser rods exceeds the $200 per unit agreed-upon
price, then CRI will provide MCR laser rods to GEM at a price equal to CRI's
fully-burdened acquisition cost. In the event CRI's fully-burdened acquisition
cost for MCR laser rods exceeds $200 per unit and GEM can identify a source of
supply for less than CRI's fully-burdened cost, GEM will notify CRI of such
source. CRI agrees to test the crystals from the source of supply identified
by GEM and, if such crystals meet or exceed applicable requirements, CRI agrees
to utilize the source and sell MCR laser rods to GEM at CRI's actual fully-
burdened acquisition cost, but in no event less than $200 per unit. In the
event GEM's cost for MCR rods exceeds $200 per unit, the royalty payable to CRI
on Product sales shall be equal ten percent (10%) of all Products sold which
incorporate MCR laser rods which cost GEM an amount greater than $200 per unit.
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4.3. On all sales of MCR laser rods, payment shall be due on a net 10-
day basis for monthly deliveries of less than 100 units, or a net 30-day basis
for monthly deliveries in excess of 100 units.

4.4. Notwithstanding the foregoing, if during the term of this License
Agreement CRI is unable to provide GEM with MCR laser rods in the quantities
and timeframes required by GEM, then GEM shall be permitted to purchase MCR
laser rods from third party suppliers to cover any such supply unavailability,
without such purchases having the effect of terminating the exclusive supply
arrangement with CRI.

SECTION 5: USE OF LICENSED PATENTS, TECHNOLOGY AND FUTURE IMPROVEMENTS

5.1. Subject to the provisions of Section 3 above, Licensee shall be
solely and exclusively responsible for the determination of the manufacture,
marketing and distribution of Products exploiting the Licensed Patents and
Licensed Technology within the Field of Use in the Geographical Territory.
Licensee shall likewise be solely and exclusive responsible for any and all
costs, obligations, liabilities and debts which may be created or incurred in
connection with the use or other exploitation of the Licensed Patents and
Licensed Technology within the scope of the License. Licensee agrees to
indemnify and hold harmless Owner from any and all liability with respect to
such obligations and expenses.

5.2. Nothing in this License Agreement shall be construed to prevent
Owner from licensing the Licensed Patents and/or Licensed Technology to any
other person or entity or to grant any such person or entity the right to use
the Licensed Patents and Licensed Technology in any manner which would not
violate the exclusive limited grant of this License.

5.3. At all times throughout the term hereof, Licensee shall place such
notices and disclaimers as may be required by applicable law to identify Owner
as the Owner of the Licensed Patents and Licensed Technology embodied in the
Products. Licensee shall at no time make any claim, either directly or
indirectly, with respect to any right, title or interest in and to the Licensed
Patents or Licensed Technology as they may now exist or as they may in the
future be improved or developed.

5.4. Licensee may utilize the Licensed Patents and Licensed Technology
in the form and with the content that they now possess or which in the future
may possess with the express written consent of Owner. Licensee shall have no
right to make any substantive or formal changes in any of the subject matter of
the Licensed Patents or Licensed Technology or their related Products without
the express written consent of Owner. Licensee may recommend changes and
modifications to the Licensed Patents and Licensed Technology, but any such
recommendations may not incorporated into Product without Owner's express prior
written consent. Licensee agrees to indemnify and hold harmless Owner from any
liability which may arise by virtue of any unauthorized modification or
amendment to the Licensed Patents or Licensed Technology without the consent of
Owner.
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5.5. All uses of the Licensed Patents and Licensed Technology,
including the manufacture and sale of any and all Product shall be at all times
in conformance with standards and specifications of quality and workmanship
which have been established and approved by Owner. Absent such written
standards or specifications, the uses of the Licensed Patents and Licensed
Technology shall be only attended with the highest quality of intellectual,
academic and professional integrity. The failure of Licensee to maintain such
highest degree of intellectual, academic and standards shall constitute a
default hereunder.

5.6. Licensee shall offer and be responsible for all customer support
and service with respect to all Products within the Geographical Territory.
Licensee shall offer to purchasers of Product customary product warranty
consistent within industry standard. Licensee shall be solely and exclusively
liable for all warranty claims under any express or implied warranty, and
agrees to indemnify, defend and hold harmless Owner from any liability with
respect thereto.

5.7. Except for import duties, fees and tariffs incurred by Owner,
Licensee shall pay directly all income, franchise, sales, use, personal
property, ad valorem, value added, stamp or other taxes, levies, customs duties
or fees, including withheld taxes, together with all penalties, fines and
interest thereon that in any way arise out of this Agreement, whether on or
measured by the price, the charges, the programs or the services furnished, or
their use, however designated.

5.8. Throughout the term of this Agreement, Licensee shall have the
right to appoint dealers, distributors or sales representatives to market and
sell Product and as well as to enter into joint marketing and distribution
arrangements with distributors, dealers, representatives and third parties.
Licensee shall promptly disclose in writing to Owner the name and address of
any third party with whom Licensee has entered into a written distribution,
joint marketing or dealer arrangement and shall provide Owner with a copy of
such agreement. Licensee shall be responsible for ensuring that any third
parties acting as distributors, dealers, representatives or joint marketers
under written agreements shall be bound by the confidentiality and intellectual
property provisions of this License Agreement. Any and all revenues realized
by Licensee pursuant to such third party arrangements shall be subject to the
royalty provisions of Section 8.1 hereof.

5.9. GEM shall be responsible for the design, manufacture and sale of
Product under the License Agreement and shall be exclusively liable for any
claims for bodily injury or property damage arising out of the sale or use of
the Product by third parties, whether such claim is based upon negligence,
strict liability in tort or breach of warranty. GEM shall indemnify, defend
and hold harmless CRI from and against any claims brought by third parties for
any defect in materials or design in connection with the manufacture or sale of
Product as well as any liability which may arise to third parties resulting
from such manufacture or sale of Product. GEM shall obtain and maintain a
policy or policies of product liability and general public liability insurance
with policy limits in amounts to be agreed upon by the parties.
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5.10. Throughout the term of this Agreement, Licensee shall forebear and
refrain from utilizing any of the Licensed Patents or Licensed Technology
outside of the Field of Use and outside of the Geographical Territory, and
Licensee shall not grant to any third person or party any right to utilize,
sublicense or otherwise exploit any of the Licensed Patents or Licensed
Technology outside of the Field of Use or outside of the Geographical Territory
without the express written consent of Owner. Further, Licensee agrees that it
will not interfere or compete with the exercise by Owner or third parties
licensed by Owner of its right to utilize or exploit any of the Licensed
Patents or Licensed Technologies in any manner that does not violate or is
inconsistent with the rights granted to Licensee hereunder.

5.11. Licensee, for itself and affiliates, agrees that it will not
directly or indirectly, either as principal, agent, partner, stockholder,
consultant or otherwise, solicit, attempt to obtain or assist any other person
or entity other than CRI, or its affiliates, in soliciting or attempting to
obtain or accept or conduct any business of any nature that competes directly
or indirectly with the right or ability of Owner to utilize the Licensed
Patents and Licensed Technology in any manner that does not violate the rights
granted to Licensee hereunder; nor shall Licensee consult or enter into any
agreement or arrangement with any other person, firm or corporation to conduct
any research or development or themselves directly or indirectly conduct any
research or development on their own related to the development of a product or
device, or directly or indirectly market, distribute or sell any device or
product that utilizes laser technology to obtain blood samples that would
directly or indirectly compete with any Product developed, marketed or sold
pursuant to this Agreement, or any product developed, marketed or sold by Owner
or its licenses utilizing the Licensed Patents and Licensed Technology.

SECTION 6: FUTURE IMPROVEMENTS

6.1. Any Future Improvements made or developed by Owner to the Licensed
Patents or Licensed Technology throughout the term hereof shall be promptly
disclosed by Owner to Licensee and shall be included within the meaning of
Licensed Patents and Licensed Technology as used under this Agreement. The
addition of such future developments or improvements shall be subject to the
same terms, conditions and covenants contained herein.

6.2. Any Future Improvements made or devised by Licensee with respect
to any of the Licensed Patents or Licensed Technology, whether or not
patentable or copyrightable, shall be immediately disclosed by Licensee to
Owner and shall redound to the benefit of and shall become the sole, exclusive
and separate property of Owner, subject to the terms of this License Agreement.
Upon Owner's request, Licensee shall promptly assign to Owner any and all
Licensee's right, title or interest in and to such future developments or
improvements and any patent copyright interest resulting therefrom, subject to
Licensee's right to use such improvements or developments in accordance with
the terms and conditions of this Agreement. Owner shall have the right to use,

disclose or otherwise exploit such future improvements or developments made or
devised by Licensee and may license others to use or exploit such improvements
or developments free of any right, claim or interest of Licensee.
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6.3. At the request of Owner, or his assigns, for the term hereof,
Licensee agrees to assign to Owner or persons, firms or corporations designated
by Owner, any and all right, title and interest in and to any Future
Improvements made, devised or discovered by Licensee, or its employees, and to
execute at any and all times any and all proper instruments necessary or deemed
desirable by Owner to effectuate such conveyancing, transferring and assigning.

SECTION 7: TERM AND TERMINATION

7.1. The License herein granted to Licensee shall terminate upon the
first to occur of any of the following:

7.1.1. The tenth (10th) anniversary of the date hereof or the
expiration of the latest Licensed Patent, whichever is later;

7.1.2. Licensee shall become insolvent or shall make an
assignment of assets for the benefit of creditors, file or petition for relief
under federal bankruptcy law, whether voluntary or involuntary;

7.1.3. By Licensee, in the event of a material breach or default
by Owner in the performance of its obligations hereunder, which Owner fails to
cure within sixty (60) days of written notice to Owner specifying the material
breach or default, requesting the discontinuance of such material breach or
default, and/or stating what action is necessary to cure the material breach or
default; provided, however, that no prior notice shall be required and
termination shall be effective immediately upon written notice if the breach or
default is based upon a violation or threatened violation of the provisions in
this Agreement relating to proprietary rights and confidential information.

7.1.4. By Owner, in the event of a material breach or default by
Licensee in the performance of its obligations hereunder, which Licensee fails
to cure within sixty (60) days of written notice to Licensee specifying the
material breach or default, requesting the discontinuance of such material
breach or default, and/or stating what action is necessary to cure the material
breach or default; provided, however, that no prior notice shall be required
and termination shall be effective immediately upon written notice if the
breach or default is based upon a violation or threatened violation of the
provisions in this Agreement relating to proprietary rights and confidential
information.

7.1.5. By Licensee without cause by paying a termination fee to
Owner equal to (i) if terminated during the Product development period, the
amount of guaranteed royalty described in Section 8.3 hereof ($375,000) plus
the difference between $7,716 and the amount of all invoices paid by GEM to
CRI, if less, plus the amount of any outstanding expenses incurred in good
faith by CRI on behalf of and approved by GEM in connection with the Product
development; (ii) if terminated during the first license year, an amount equal
to $375,000, less the amount of any royalties paid to CRI prior to the
termination date, plus the amount of any expenses incurred by CRI with GEM's
approval in connection with CRI's performance under the License Agreement; or
(iii) if terminated after the first license year, an amount equal to the
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aggregate royalties paid by GEM to CRI during the last preceding two fiscal
quarters, plus the amount of any outstanding expenses incurred by CRI with
GEM's approval in connection with CRI's performance under the License
Agreement.

7.1.6. By Owner in the event that aggregate cumulative royalties
on sales paid by GEM to CRI under the License Agreement for any fiscal year are
less than 50% of the royalties set forth below, and GEM fails to voluntarily
pay any royalty deficiency within 30 days following the fiscal year end, CRI
shall have the right to modify the rights of GEM under the License Agreement to
become non-exclusive within the Geographical Territory. If GEM fails to cure
the royalty deficiency (on an aggregate, cumulative basis) before the end of
the fiscal year immediately following the deficient year, CRI shall have the
right to terminate the License Agreement altogether:

Aggregate Annual
License Year Cumulative Royalties

Year 1 $375,000
Year 2 $750,000
Year 3 and thereafter $1,125,000

7.2. Upon termination of this License, all rights of Licensee hereunder
shall terminate and Licensee shall deliver to Owner all copies of documentation
or information containing Licensed Technology in accordance with Section 10
hereof; provided, however, that Licensee shall continue to be liable for all
warranty claims and customer support and services with respect to the Product
sold during the term hereof.

SECTION 8: ROYALTIES

8.1. For and in consideration of the License set forth herein, Licensee
shall pay a royalty to Owner on all revenues derived from the sale, license,
marketing and distribution of the Product ("Product Revenues") equal to: (i)
fifteen percent (15%) of all Product Revenues for each of the first 2,500
Product units sold, leased or otherwise disposed of during any year; provided,
however, that on sales of Product through third parties under marketing and
distribution arrangements, such royalties shall not be less than $150.00 per
unit; plus (ii) ten percent (10%) of all Product Revenues less returns
generated from the sale, lease or other disposition of Product units in excess
of 2,500 units during any given year; provided, however, that on sales of
Product through third parties pursuant to marketing and distribution
arrangements such royalties shall be no less than $100.00 per unit; plus (iii)
on sales of Products that are peripheral to a customer's use of the Product,
including disposable and accessory products sold for use with the Product,
including, without limitation, infection control, finger shields, batteries and
recharge kits, a royalty equal to ten percent (10%) of all peripheral product
revenues less returns where Licensee's audited gross margin is equal to or
greater than 40%, with such royalty percentage to be proportionately reduced on
sales of peripheral products where Licensee's audited gross margin is below
40%.
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8.2. For the purposes of Section 8.1(i) and (ii) above, the first year
of this License Agreement shall be deemed to consist of the first 24 months
following the date of receipt from the FDA of a Clearance To Market with
respect to the Product.

8.3. Licensee shall be obligated to pay to Owner a minimum royalty
equal to the royalty payable upon the sale of 2,500 Product units with a
schedule of delivery not to exceed 30 months from the date of this Agreement,
contingent only upon the receipt of a Clearance To Market Notification with an
allowance for home use from the FDA. On or before the date of receipt of the
Clearance To Market, such delivery schedule and royalty payments schedule may
be extended by Licensee but in no event to exceed 24 months from the date of
receipt of the Clearance To Market. In the event actual Product sales are less
than the 2,500 unit minimum guarantee, Licensee shall nevertheless be liable to
pay to Owner the full amount of royalties that would be due upon such sales.

8.4. In the event that aggregate cumulative royalties on sales paid by
Licensee to Owner under this Agreement for any fiscal year are less than fifty
percent (50%) of the royalties set forth below, and Licensee fails to
voluntarily pay any royalty deficiency within thirty (30) days following the
fiscal year-end, Owner shall have the right to modify the rights of Licensee
hereunder to become non-exclusive within the geographical territory:

Aggregate Annual
License Year Cumulative Royalties

Year 1 $375,000
Year 2 $750,000
Year 3 and thereafter $1,125,000

8.5. All royalties due hereunder shall be due and payable to Owner
within twenty (20) days following the end of each fiscal quarter based upon
Product Revenues received during such fiscal quarter.

8.6. Within twenty (20) days following the end of each fiscal quarter
during the term hereof, Licensee agrees to furnish to Owner a royalty report
certified by Licensee's Chief Financial Officer showing in detail all
transactions in Product during the preceding quarter and a calculation of
royalties due therefrom. At the time of delivering such quarterly royalty
reports, Licensee shall pay to Owner all royalties shown to be due and owing up
to the end of the last preceding fiscal quarter and not previously paid to
Owner.

8.7. Licensee shall keep and maintain in accordance with generally-
accepted accounting principles consistently applied, full, clear and accurate
books, records and accounts relating to all transaction in Product. Up to
twice annually, Licensee shall permit an independent auditor selected by Owner
to examine such books, records and accounts on reasonable prior notice at
mutually agreed-upon dates and times for the purpose of determining the
royalties payable to Owner pursuant to the terms of this Agreement. In the
event the results of such audit show royalties due and payable in excess of
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percent (5%) of all royalties paid by Licensee to Owner during the period
covered by such audit, Licensee shall be responsible for all costs incurred by
Owner in connection with the conduct of such audit and review.

SECTION 9: PERFORMANCE

Licensee covenants and agrees that it shall use its best efforts to
manufacture, market and promote the sale of the articles incorporated in the
Licensed Patents and Licensed Technology within the Geographical Territory and
otherwise to exercise and utilize the Licensed Patents and Licensed Technology
granted pursuant to this Agreement.

SECTION 10: PROPRIETARY RIGHTS

10.1. Licensee recognizes and agrees that the Licensed Patents and
Licensed Technology, including any documentation, is subject to proprietary
rights of Owner and that Owner retains all such proprietary rights, which
include trade secret, copyright, inchoate patent and patent, and any other form
of proprietary right, and that these proprietary rights of Owner are protected
by civil and criminal law, are very valuable to Owner, and that the use and
disclosure of the Licensed Technology must be carefully and continuously
controlled by Licensee. The recorded Licensed Technology licensed hereunder
shall be kept in a secure place by Licensee under access and use restrictions
sufficient to protect Owner's proprietary rights under conditions no less
strict than those applied by Licensee to Licensee's own valuable trade secrets
and proprietary property rights. Licensee shall keep each and every item of
the Licensed Technology free and clear of any claims, liens and encumbrances
except the ownership rights of Owner; and any act of Licensee, voluntary or
involuntary, purporting to create a claim, lien or encumbrance on any item of
the Licensed Technology shall be void. At the end of the term, Licensee shall
return all documents, disks, records or tapes containing the Licensed
Technology unencumbered to Owner, and/or shall certify to Owner that any items
or copies of partial copies of the Licensed Technology not returned to Owner
have been destroyed by Licensee. Licensee may make copies of the Licensed
Technology for its own internal use only, pursuant to the scope of this License
but not for any form of distribution. Licensee agrees to notify Owner
immediately of any unauthorized possession, use or knowledge of the Licensed
Technology or any part of it and will cooperate fully with Owner in any action
of Owner being necessary to protect Owner's proprietary rights, which
cooperation shall not be construed in any way as a waiver of Owner's rights to
recover damages or obtain relief against Licensee for any harm to Owner's
proprietary rights or for breach of this Agreement. If Licensee shall violate
the provisions of this paragraph of this License Agreement, or otherwise act in
derogation of Owner's proprietary rights, whether such rights are exclusively
stated in this Agreement, determined by law, or otherwise, Owner shall have, in
addition to any other remedies, the right to injunctive relief, enjoining such
actions. Licensee hereby acknowledges that other remedies are inadequate.

10.2. Any and all Product designs, blueprints, drawings or other
materials made or prepared by Licensee or by third parties under contract with
Licensee in connection with its development of Product, including any and all
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design copyrights, but excluding developments which would constitute Future
Improvements, shall be the sole and exclusive property of Licensee. Licensee
agrees to grant to Owner a License to utilize any and all blueprints or other
Product designs developed by Licensee for the manufacture and sale of Product
in areas outside of the Geographical Territory. On all sales by Owner of
Product utilizing Licensee's proprietary blueprints or Product designs outside
of the Geographical Territory, Owner agrees to pay Licensee a royalty equal to
two percent (2%) of Products sales. Notwithstanding, it is understood that
Owner shall have the right to develop and utilize its own design for Products
sold outside of the Geographical Territory without obligation to Licensee.

SECTION 11: WARRANTY AND COVENANTS

11.1. Owner warrants and represents that, to its best knowledge, the
Licensed Patents and Licensed Technology hereby licensed do not infringe upon
or violate any patent, copyright, trade secret or any other proprietary right
of any third party. Owner further warrants and represents that, to its best
knowledge, he has the sole and exclusive ownership of and the rights to the
Licensed Patents and Licensed Technology and has the right to grant this
exclusive License and has not granted to any other person, firm or corporation
any right, license, assignment, shop right or privilege thereto or thereunder
within the Field of Use in the Geographical Territory. Owner further warrants
and represents that it is not aware of any fraud or misrepresentation, or any
other illegal act, used or employed in the development of the Licensed
Technology or in the proceedings for or to obtain the issuance of any Licensed
Patents hereunder.

11.2. To the best of the knowledge of Owner, Owner owns and possesses
or will obtain all rights to the Licensed Patents or Licensed Technology, as
well as Future Improvements, and such rights are or will be sufficient in order
for Licensee to conduct Licensee's manufacturing activities as agreed in this
Agreement. To the best of Owner's knowledge, the activities contemplated by
this Agreement do not and will not infringe upon and no one has asserted to
Owner that such activities conflict with or infringe upon, any intangible
property rights owned, possessed or used by any third party which are of the
same kind as the Licensed Patents, Future Improvements and Licensed Technology.

11.3. Notwithstanding the provisions of Section 11.1 and 11.2 above,
Owner makes no warranty or representation with respect to the Licensed Patents
and Licensed Technology as to any effect, limitation, restriction or impairment
which may exist or result from the assertion of rights under U.S. Patent No.
5,165,418 licensed to Becton Dickinson. Owner agrees to prepare a notification
to Becton Dickinso n, subject to the review and approval of Licensee, advising
Becton Dickinson of the purposes and intent of this License Agreement. In the
event any claim, proceeding or other action is brought claiming the Licensed
Patent or Licensed Technology or the exercise of rights hereunder infringe upon
U.S. Patent No. 5,165,418, Owner shall have the sole and exclusive obligation
to defend such action and interpose such a defense, but only if necessary to
protect and preserve the rights of Licensee under this Agreement to develop,
manufacture and market Product in the Field of Use within the Geographical
Territory. In such event, Owner shall be solely responsible for all costs
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incurred in connection therewith. If Owner is not required to defend and
elects not to defend such action, Licensee shall have the right, but not the
obligation, to maintain a defense at its sole cost and expense and without any
obligation or liability to Owner. Owner agrees to indemnify and hold harmless
Licensee against any judgments against Owner or Licensee in connection with
such infringement action, excluding any costs or expenses incurred by Licensee
in defense of any such action or claim.

11.4. Owner covenants and that except as expressly permitted under this
Agreement, during the term of this License Agreement, Owner shall not grant to
any person,firm or corporation other than Licensee any right, license,
assignment, shop right or privilege derived from or in connection with any of
the Licensed Technology, Licensed Patents or Future Improvements in the Field
of Use within the Geographical Territory.

SECTION 12: NECESSARY INFORMATION AND DOCUMENTS

The Owner shall furnish to the Licensee, or to its nominees and patent
attorneys, all information and documents regarding such inventions which are
reasonably available to the Owners, including the apparatus, processes, and
formula in respect thereof, to enable the Licensee to operate hereunder and to
enable its attorneys to prepare and prosecute patent applications therefor.
Owner shall render to the Licensee such services in a consulting capacity as
may be requested by Licensee to instruct the Licensee, or its appointed
nominees, in all operations pertaining to the industrial and commercial
exploitation of the Licensed Technology and Licensed Patents.

SECTION 13: PATENT APPLICATIONS

13.1. After the Owner has been provided all reasonably necessary
information, drawings, blueprints, and other data, and has executed all
necessary papers, documents, and instruments by Licensee, Owner shall cause to
be prepared, filed and prosecuted, at its own expense, in the name of the Owner
and with the least possible delay, an application or applications for letters
patent of the United States on any Licensed Technology, and, insofar as is
reasonable possible, on all improvements hereafter made by the Owner or
Licensee during the term of this License Agreement, as well as corresponding
applications for letters patent in such other countries as may be deemed
advisable by mutual consent. In connection with all such patent applications,
Licensee shall, without further consideration or compensation therefor, at the
request of the Owner, do all acts necessary for obtaining, sustaining,
reissuing, disclaiming, or extending letters patent on such patent applications
and shall give testimony in cases of interference as well as providing evidence
in conjunction therewith.

13.2. All patents shall be the sole and exclusive property of the
Owner, subject to the exclusive License hereby granted. The Owner shall, upon
demand, execute and deliver to the Licensee such documents as may be deemed
necessary or advisable by counsel for the Licensee for filing in the
appropriate patent offices to evidence the granting of the exclusive License
hereby granted.
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SECTION 14: TRADEMARK

Licensee, or its assigns, may affix on all Products utilizing the Licensed
Patents and/or Licensed Technology, if any, a trademark selected by Licensee,
which trademark shall be the sole and exclusive property of Licensee and for
which Licensee will have the right at its own expense to file application for
registration of any trademark in the United States or elsewhere.

SECTION 15: COVENANT TO RETAIN CONFIDENCES

Each party, for itself and affiliates, agrees to maintain in confidence
and neither disclose nor permit others to disclose any or all Confidential
Information of the other party or any or all Confidential Information made,
devised, developed or discovered in connection with this Agreement. Each party
acknowledges and agrees that its agents, employees, independent contractors,
affiliates, associates, distributors, dealers and the like are and will be
subject to, and bound by, the terms of this agreement of confidentiality.
Either party may disclose such Confidential Information only to those employees
or others under its control engaged in efforts to develop the Product, on a
need-to-know basis, and only to those employees and others who have been
directed and will be required to maintain the disclosed subject matter in
confidence at all times hereafter; provided, further, that all such individuals
must execute and deliver an agreement to be bound by the non-disclosure and
confidentiality provisions contained herein. Upon termination of this
Agreement, all records, files, memoranda, reports, price lists, customer lists,
drawings, plans, sketches, documents, prototypes, testing data, equipment,
electronically-stored information on disk, tape or medium or existing in
computer memory transmitted by any means, including, but not limited to,
telephone or electronic data transmission or the like, relating to the business
of either party or its affiliates but in the possession of the other party by
virtue of this Agreement shall be returned, together with all copies, to the
Owner or Licensee, as the case may be, and shall remain the sole and separate
property of such party. Each party shall be liable to the other for any breach
of the covenants of confidentiality contained herein by its agents, employees
or affiliates. These obligations of confidentiality shall survive the
termination of this Agreement and shall terminate only as to such portions of
the Licensed Patents or Licensed Technology as are found by a court of
competent jurisdiction following exhaustion of all rights of appeal to be in
the public domain without breach by a party to this Agreement.

SECTION 16: MISCELLANEOUS

16.1. Payment of Expenses of Prevailing Party in Dispute.

Unless otherwise specifically provided for herein, in the event
that there is a dispute concerning this Agreement, including, without
limitation, the issue of compliance with any term of this Agreement, the court
may in its discretion, direct that the prevailing party shall be entitled to
reimbursement from the other party of reasonable attorneys' fees and other
expenses incurred in resolving the said dispute.
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16.2. Survival and Incorporation of Representations.

The representations, warranties, covenants and agreements made
herein or in any certificates or documents executed in connection herewith
shall survive the execution and delivery thereof, and all statements contained
in any certificate or other document delivered by the company hereunder or in
connection herewith shall be deemed to constitute representations and
warranties made by the company in this Agreement.

16.3. Incorporation by Reference.

All appendices to this Agreement and all documents delivered
pursuant to or referred to in this Agreement are herein incorporated by
reference and made a part hereof.

16.4. Parties in Interest.

All covenants, agreements, representations, warranties and
undertakings in this Agreement contained by and on behalf of any of the parties
hereto shall bind and inure to the benefit of the respective successors and
assigns of the parties hereto whether or not so expressed.

16.5. Amendments and Waivers.

This Agreement may not be amended, nor may compliance with any
term, covenant, agreement, condition or provision set forth herein be waived
(either generally or in a particular instance and either retroactively or
prospectively) unless such amendment or waiver is agreed to in writing by all
parties hereto.

16.6. Assignment.

Neither party may transfer or assign any of its respective rights
or obligations under this Agreement without the consent of the other. In the
event either party receives a bonafide offer from a third party to acquire such
rights, it agrees to notify the other party hereto and to include such party in
all negotiations which may be entered into in connection with any proposed
transfer. The restriction against transfer contained in this Section 16.6
shall not be deemed to preclude Licensee from entering into third party
marketing and distribution arrangements subject to the terms and conditions of
this Agreement.

16.7. Waiver.

No waiver of any breach of any one of the agreements, terms,
conditions, or covenants of this Agreement by the parties shall be deemed to
imply or constitute a waiver of any other agreement, term, condition, or
covenant of this Agreement. The failure of either party to insist on strict
performance of any agreement, term, condition, or covenant, herein set forth,
shall not constitute or be construed as a waiver of the rights of either or the
other thereafter to enforce any other default of such agreement, term,
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condition, or coven ant; neither shall such failure to insist upon strict
performance be deemed sufficient grounds to enable either party hereto to
forego or subvert or otherwise disregard any other agreement, term, condition,
or covenants of this Agreement.

16.8. Governing Law.

This Agreement shall be construed and enforced in accordance with
and governed by the laws of the State of New Mexico.

16.9. Notices.

All notices required or permitted hereunder shall be sufficient
if delivered personally or mailed to the parties at the address set forth above
or at such other address as either party may designate in writing from time to
time. Any notice by mailing shall be effective 48 hours after it has been
deposited in the United States certified mail, return receipt requested, duly
addressed and with postage prepaid.

16.10. Counterparts.

This Agreement may be executed in counterparts, each of which
shall be deemed an original, but all of which shall together constitute one
agreement.

16.11. Captions.

The caption and heading of various sections and paragraphs of
this Agreement are for convenience only and are not to be construed as defining
or limiting, in any way, the scope or intent of the provisions hereof.

16.12. Severability.

Wherever there is any conflict between any provision of this
Agreement and any statute, law, regulation or judicial precedent, the latter
shall prevail, but in such event the provisions of this Agreement thus affected
shall be curtailed and limited only to the extent necessary to bring it within
the requirement of the law. In the event that any part, section, paragraph or
clause of this Agreement shall be held by a court of proper jurisdiction to be
invalid or unenforceable, the entire Agreement shall not fail on account
thereof, but the balance of the Agreement shall continue in full force and
effect unless such construction would clearly be contrary to the intention of
the parties or would result in unconscionable injustice.

16.13. Execution of Documents.

The parties hereto agree to execute and deliver any and all other
documents necessary and convenient to effectuate the sale and purchase herein
provided for, and both parties, as an inducing condition, represent that they
have the authority to enter into this Agreement and to make the foregoing
commitments for themselves.

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16.14. Time.

Time is of the essence of this Agreement and each of its
provisions.

16.15. Entire Agreement.

This Agreement constitutes the entire agreement of the parties
hereto with respect to the subject matter hereof. There are no
representations, warranties, conditions, or obligations except as herein
specifically provided. Any amendment or modification hereof must be in
writing.

IN WITNESS WHEREOF, the parties have signed the Agreement the date and
year first above written.
OWNER:

CELL ROBOTICS, INC., a New Mexico
corporation
Attest:

- ---------------------------- By: ------------------------------------
Secretary Ronald K. Lohrding, President

LICENSEE:

GEM EDWARDS, INC., an Ohio corporation
Attest:

- ---------------------------- By: -------------------------------------
Secretary

July 16, 1995

Cell Robotics International, Inc.
2715 Broadbent Parkway N.E.
Albuquerque, New Mexico 87107

Re: Pre-Effective Amendment No. 1 to Registration Statement on Form SB-2

Ladies and Gentlemen:

We hereby consent to the inclusion of our opinion regarding the legality
of the securities being registered by Post-Effective Amendment No. 1 to Form
SB-2 Registration Statement to be filed with the United Stated Securities and
Exchange Commission, Washington, D.C., pursuant to the Securities Act of 1933,
as amended, by Cell Robotics International, Inc., a Colorado corporation (the
"Company"), in connection with the offering by the Company and certain Selling
Securityholders described therein of up to 3,464,000 shares of Common Stock,
$.004 par value and 1,265,000 Class A Common Stock Purchase Warrants, as
proposed and more fully described in such Registration Statement.

We further consent to the reference in such Registration Statement to our
having given such opinions.

Sincerely,

Nathan L. Stone

NLS:at

Consent of Independent Auditors'

The Board of Directors
Cell Robotics International, Inc.:

We consent to the use of our reports incorporated herein by reference. Our
report dated February 9, 1996, except as to the second paragraph of note 15,
which is as of February 14, 1996, contains an explanatory paragraph that states
that the Company has suffered recurring losses from operations and has an
accumulated deficit, which raise substantial doubt about its ability to
continue as a going concern. The consolidated financial statements do not
include any adjustments that might result from the outcome of that uncertainty.

/s/ KPMG Peat Marwick, LLP

Albuquerque, New Mexico
July 12, 1996