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                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549
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                                    FORM 8-K

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


         Date of Report (Date of earliest event reported) July 1, 1997


                               CONMED CORPORATION
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)


           New York                         0-16093             16-0977505
- -------------------------------           ------------       -------------------
(State or other jurisdiction of           (Commission        (I.R.S. Employer
incorporation or organization)            File Number)       Identification No.)

    310 Broad Street, Utica, New York                             13501
 ---------------------------------------                        ----------
 (Address of principal executive offices)                       (Zip Code)


                                 (315) 797-8375
              ----------------------------------------------------
              (Registrant's telephone number, including area code)

Item 5.  Other Events

                  CONMED  Corporation  (the  Company)  signed an asset  purchase
agreement  whereby the Company  would  acquire a product line from Davol Inc., a
subsidiary of C.R.  Bard,  Inc. The purchase  price for the  acquisition,  which
closed on July 1, 1997,  was $24 million  subject to  adjustment  for  inventory
valuation on closing. Annual sales of the product line approximate $25 million.

                  The press release issued by CONMED Corporation on May 29, 1997
is attached  hereto as Exhibit 20. The Asset Purchase  Agreement dated as of the
28th of May by and between Davol Inc. and CONMED  Corporation is attached hereto
as Exhibit 2.

Item 7.  Financial Statements and Exhibits

                  (c)   Exhibits

                           2.    Asset Purchase  Agreement  dated as of the 28th
                                 day of May,  1997 by and between Davol Inc. and
                                 CONMED Corporation.

                           20.   Press release dated May 29, 1997.



                                    Signature

         Pursuant to the  requirements  of Securities  Exchange Act of 1934, the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.

                                                  CONMED CORPORATION

                                                  By:/s/ Robert D. Shallish, Jr.
                                                     ---------------------------
                                                     Robert D. Shallish, Jr.
                                                     Vice President-Finance

Dated:    July 11, 1997
                            ASSET PURCHASE AGREEMENT

         THIS ASSET PURCHASE AGREEMENT dated as of this 28th day of May, 1997 by
and  between  Davol  Inc.,  a  Delaware  corporation   ("Seller"),   and  CONMED
Corporation, a New York corporation ("Buyer").

                                   WITNESSETH:

         WHEREAS, Seller is engaged in the business of developing, manufacturing
and  selling  certain  disposable   surgical  suction   instruments  and  tubing
identified and more  particularly  described in Exhibit A (the "Products") which
are  manufactured  at Seller's  plants in  Cranston,  Rhode  Island or Lawrence,
Kansas  or  at  the  plant  of  Seller's  contractor  in  Juarez,   Mexico  (the
"Business"); and

         WHEREAS, Seller desires to sell to Buyer, and Buyer desires to purchase
from Seller,  on the terms set forth  herein,  all of the Purchased  Assets,  as
defined herein;

         NOW, THEREFORE, in consideration of the mutual promises,  covenants and
undertakings  contained  herein,  and subject to and on the terms and conditions
herein set forth, the parties hereto agree as follows:

                                    ARTICLE I

                                   DEFINITIONS

1.1)     Specific  Definitions.  As used in this Agreement,  the following terms
         have the meanings set forth or referenced below:

1.01)    "Act" means the United  States Food,  Drug and Cosmetic Act of 1938, as
         amended, and all regulations, promulgated thereunder.

1.02)    "Ancillary Agreements " means the Guarantee, the K Resin Agreement, the
         Lease Agreement, the License Agreement, the Sterilization Agreement and
         the Assignment and Assumption  Agreement.  As used herein,  "Guarantee"
         means the  guarantee  in the form set forth in Exhibit L to be executed
         at Closing.  As used herein, the "K Resin Agreement," means the K Resin
         Agreement in the form set forth in Exhibit M to be executed at Closing.

1.03)    "Affiliate"  of any entity  means any other  entity that  directly,  or
         indirectly  through  one  or  more  intermediaries,   controls,  or  is
         controlled  by, or is under  common  control  with,  the first  entity.
         Control  shall mean owning more than fifty  percent  (50%) of the total
         voting power of the entity.

1.04)    "Agreement" means this Agreement and all Exhibits and Schedules hereto.

1.05)    "Assignment  and  Assumption   Agreement"   means  the  assignment  and
         assumption  agreement  in the form  attached  hereto as Exhibit B to be
         executed at Closing.

1.06)    "Authorizations" has the meaning set forth in Section 3.6.

1.07)    "Business" has the meaning set forth in the Preamble.

1.08)    "Buyer" has the meaning set forth in the Preamble.

1.09)    "Claim Notice" has the meaning set forth in Section 9.3.

1.10)    "Closing" has the meaning set forth in Section 2.3(a).

1.11)    "Closing Date" has the meaning set forth in Section 2.3(a).

1.12)    "Confidential   Information"   means  know-how,   trade  secrets,   and
         proprietary or unpublished  information disclosed by one of the parties
         (the "disclosing  party") to the other party (the "receiving party") or
         generated  under  this  Agreement  or  which  is  otherwise  considered
         Confidential Information under that certain "Confidentiality Agreement"
         dated   January  16,  1997  between  the  parties   hereto,   excluding
         information which:

         a)  was  already  in  the  possession  of  the  receiving  party  (on a
         non-confidential  basis and  without  limitations  on the use  thereof)
         prior to its  receipt  from the  disclosing  party;  provided  that the
         receiving  party shall  provide the  disclosing  party with  reasonable
         documentary proof thereof;

         b) is or  becomes  part of the  public  domain  through no fault of the
         receiving party;

         c) is or becomes  available to the receiving  party from a source other
         than the  disclosing  party which source,  to the best of the receiving
         party's knowledge,  has rightfully obtained such information and has no
         obligation of nondisclosure or confidentiality with respect thereto; or

         d)  is  made  available  by  the  disclosing  party  to a  third  party
         unaffiliated with the disclosing party on an unrestricted basis.

1.13)    "Consent" has the meaning set forth in Section 3.8.

1.14)    "Contract" means the agreement listed on Schedule 3.10 hereto.

1.15)    "Current  Employees"  means all  persons who  immediately  prior to the
         execution of this  Agreement  are  employees  of Seller  engaged in the
         operation of the Business at the Facility.

1.16)    "Excluded  Assets":  means  all cash  and  accounts  receivable  of the
         Business,  all trademarks,  trade names, patents,  copyrights,  service
         marks,  logos, and trademark and patent  applications and sterilization
         specifications  of the Seller and its Affiliates,  and all other assets
         of the Seller and its Affiliates not used exclusively in the Business.

1.17)    "Facility"  means Seller s manufacturing  facility located in Lawrence,
         Kansas.

1.18)    "FDA" means the U.S. Food and Drug Administration.

1.19)    "Finished  Products"  means  Products  which are packaged and ready for
         immediate sale by Seller or any Affiliate of Seller.

1.20)    "Finished   Products   Inventory"   means  that  portion  of  Inventory
         consisting of Finished Products.

1.21)    "GAAP" means United States generally accepted accounting  principles as
         in effect from time to time.

1.22)    "Indemnified Party" has the meaning set forth in Section 9.3.

1.23)    "Indemnifying Party" has the meaning set forth in Section 9.3.

1.24)    "Intellectual  Property"  means all know-how,  manufacturing  drawings,
         instructions and processes,  product specifications,  and trade secrets
         owned by Seller and its Affiliates  and used  exclusively in connection
         with the Business.

1.25)    "Inventory"  means  (i)  Finished  Products,  and  (ii) Raw  Goods  and
         components  allocated  by  Seller,  in the  normal  course  of Seller s
         production planning, for use in the manufacture of Finished Products.

1.26)    "Inventory  Balance"  means the dollar value of the Inventory as of the
         date of  measurement,  based on such  standard  costs of  Seller  or an
         Affiliate(s)  of Seller as are  specified  herein for  purposes of such
         measurement.

1.27)    The  "knowledge"  of a party or  "known",  when used with  respect to a
         party,  means the actual knowledge of any of the officers or management
         employees  of such party  who,  because  of their  positions  with such
         party,  would in the  ordinary  course of business  have the  knowledge
         relevant to the subject matter at issue.

1.28)    "Lease Agreement" means the Lease Agreement in the form attached hereto
         as Exhibit C to be executed at Closing.

1.29)    "License  Agreement"  means the license  agreement in the form attached
         hereto as Exhibit D to be executed at Closing.

1.30)    "Liens"  means liens,  mortgages,  pledges,  encumbrances,  or security
         interests.

1.31)    "Material  Adverse  Effect"  means an effect on the  Business  which is
         materially adverse to the Business and the Purchased Assets together or
         separately.

1.32)    "Obsolete  Inventory"  means (i) Finished  Products which are no longer
         offered  for  sale by  Seller  or any  Affiliate  of  Seller,  and (ii)
         Products  which would be Finished  Products but for the fact Seller has
         determined   that  such   Products  do  not   conform   with  Seller  s
         specifications as such specifications existed at the time of completion
         of  manufacture,  and (iii) Finished  Products for which neither Seller
         nor any  Affiliate  of Seller  has had sales  during  the six (6) month
         period ending April 30, 1997,  and (iv) Finished  Products in excess of
         the most recent one year s sales as set forth in the Sales Report,  and
         (v) Raw  Goods  and  component  portions  of  Inventory  held by Seller
         exclusively  for  use  in  the  manufacture  of  items  referred  to in
         subsection  (i) or (iii) of this  definition  and  (vi) Raw  Goods  and
         component  portions of  Inventory  which Seller has  determined  do not
         conform with Seller s specifications  as such  specifications  exist on
         the  Closing  Date and  (vii)  Raw  Goods  and  component  portions  of
         Inventory  in excess of  eighteen  (18) months  supply  based upon 1996
         actual usage.

1.33)    "Purchase Price" has the meaning set forth in Section 2.2.

1.34)    "Purchased  Assets " means  (i) the  tangible  assets  of the  Business
         described  on  Schedule  1.34(a);  (ii) all other  assets,  other  than
         Excluded Assets,  which are used or held for use or sale exclusively in
         the  Business  whether  tangible  or  intangible,   wherever   located,
         including,  without  limitation,  the Intellectual  Property,  Seller's
         rights  under the  Contract  to the extent  assigned to Buyer under the
         Assignment and Assumption  Agreement and listed on Schedule 3.10,  such
         Authorizations  as  are  transferrable  under  applicable  governmental
         regulations  and  listed  on  Schedule  3.6,  and all  goodwill  of the
         Business;  and (iii) a certain sterilizer described on Schedule 1.34(b)
         which is not used exclusively in the Business.

1.35)    "Raw Goods"  means the raw goods and the work in process  necessary  to
         manufacture and assemble Finished Products.

1.36)    "Raw Goods Inventory" means all Inventory except for Finished Products.

1.37)    "Sales Report" has the meaning set forth in Section 3.3.

1.38)    "Seller" has the meaning set forth in the Preamble.

1.39)    "Sterilization Agreement" means the sterilization agreement in the form
         attached hereto as Exhibit E to be executed at Closing.

1.40)    "Transfer  Taxes" means all taxes  imposed by the United  States or any
         state  of the  United  States,  any  foreign  government  or  state  or
         political subdivision thereof,  including sales taxes, use taxes, stamp
         taxes, conveyance taxes, transfer taxes, recording fees, reporting fees
         and other  similar  duties,  taxes and fees,  if any,  imposed upon, or
         resulting  from,  the transfer of the  Purchased  Assets  hereunder and
         under  the  Ancillary  Agreements  and the  filing  of any  instruments
         relating to such transfer.

1.41)    "Variable Cost Report" has the meaning set forth in Section 3.3.
         
1.42)    "Variable Costs" mean those costs relating to the Products set forth in
         the  Variable  Cost  Report,  as  defined  in  Section  3.3  previously
         delivered to Buyer.

1.43)    "VHA Assumption  Agreement"  means the consent  agreement among Seller,
         Buyer and VHA,  Inc.  in the form  attached  hereto as  Exhibit N to be
         executed at Closing.

1.2)     Other Terms.  Other terms may be defined  elsewhere in the text of this
         Agreement  and  shall  have  the  meaning  indicated   throughout  this
         Agreement.

1.3)     Other Definitional Provisions.

         (a) The words "hereto",  "herein", and "hereunder" and words of similar
         import, when used in the Agreement,  shall refer to this Agreement as a
         whole and not to any particular provisions of this Agreement.

         (b) The terms defined in the singular  shall have a comparable  meaning
         when used in the plural, and vice versa.

         (c) The term "Dollars" or "$" shall refer to the currency of the United
         States of America.

                                   ARTICLE II

                    PURCHASE AND SALE OF ASSETS AND INVENTORY

2.1)     Purchase  and  Sale of  Assets.  Upon  the  terms  and  subject  to the
         conditions  set  forth  in  this  Agreement  and  in  reliance  on  the
         representations  and  warranties of each party herein,  effective as of
         the  Closing,  Seller  hereby  agrees to sell,  transfer  and assign to
         Buyer,  and Buyer hereby  agrees to purchase  from  Seller,  all of the
         Purchased Assets.

2.2)     Purchase  Price  and  Allocation.   As  the  total  consideration  (the
         "Purchase  Price") for the  Purchased  Assets and the  covenant  not to
         compete:

         (a) Buyer  shall pay Seller  $24,000,000.00  in cash at the  Closing as
         described  below,  subject to adjustment after the Closing as set forth
         in Section 2.4(a).

         (b) The parties agree to allocate the Purchase Price among the covenant
         not to  compete  and the  Purchased  Assets  as set  forth on  Schedule
         2.2(b),  which  schedule shall be amended  post-closing  to reflect any
         Purchase Price Adjustments required pursuant to Section 2.4 below.

2.3)     Closing and Closing Date; Delivery and Payment.

         (a)  Closing  and  Closing  Date.  The  Closing  of  the   transactions
         contemplated by this Agreement (the "Closing")  shall take place at the
         offices of Winston & Strawn in New York,  New York on June 30,  1997 or
         on such other date or at such other time as may be mutually agreed upon
         in writing by Buyer and Seller  (the  "Closing  Date") and the  Closing
         shall be deemed to be effective as of midnight on such Closing Date.

         (b)  Delivery  and  Payment.  At the  Closing,  Buyer and Seller  shall
         deliver,  each to the other, the Ancillary  Agreements,  and such other
         documents  as are  required  pursuant to Article VII hereof,  and Buyer
         shall pay  $24,000,000.00  to Seller in immediately  available funds by
         bank wire transfer to an account  designated  by Seller,  which account
         shall be specified  by Seller at least two (2)  business  days prior to
         the Closing Date.  The Purchased  Assets shall be delivered to Buyer in
         the manner contemplated in Article VI.

2.4)     Post Closing Purchase Price Adjustment.

         (a) Purchase  Price  Adjustment.  The Purchase  Price shall be adjusted
         following the Closing (the "Purchase Price Adjustment") as follows:

            (i) The  Purchase  Price shall be reduced by the amount by which the
            Inventory  Balance  as of the  Closing  is less than  $4,071,596  as
            adjusted as provided in Section 2.4(a)(iii); or

            (ii) The  Purchase  Price shall be  increased by the amount by which
            the Inventory  Balance as of the Closing is greater than  $4,071,596
            as adjusted as provided in Section 2.4(a)(iii).
 
            (iii)  The  amount  set  forth  in  Section  2.4(a)(i)  and  Section
            2.4(a)(ii) shall be increased by an amount equal to: (1) the average
            monthly  value during the first four (4) calendar  months of 1996 of

            Raw Goods and  components  not  allocated  to,  used or held for use
            exclusively  in connection  with the production of the Products (the
            "Shared Raw Goods and Components") in Inventory  multiplied by (2) a
            fraction  the  numerator of which is the number of units of Products
            in which  Shared  Raw  Goods  and  Components  are  incorporated  or
            utilized  which  were sold by Seller or its  Affiliates  during  the
            first four (4) calendar  months of 1997 and the denominator of which
            is the number of units of all products in which Shared Raw Goods and
            Components are incorporated or utilized which were sold by Seller or
            its Affiliates during the first four calendar months of 1997.

         (b)  Inventory  Counting  and  Valuation.  As  part of the  process  of
         establishing  the  Inventory  Balance as of the Closing for purposes of
         Section 2.4(a) above, Seller and Buyer agree as follows: (i) during the
         weekend  immediately  preceding the Closing Date Seller and Buyer shall
         jointly inspect and count that portion of the Inventory  located at the
         Facilities as defined  below,  and (ii) the Inventory  count,  taken in
         accordance with Section 2.4(b)(i), shall be adjusted, based upon Seller
         s shipping  documentation,  to take into account  shipments of Finished
         Products by Seller from such  Inventory  following  completion  of such
         count  through  midnight of the Closing  Date,  and (iii) the Inventory
         count,  taken in accordance with Section  2.4(b)(i),  shall be adjusted
         based upon Seller's production of Products following completion of such
         count  through  midnight of the Closing  Date,  and (iv) the  Inventory
         located  outside  of  the  United  States  (excluding  Juarez,  Mexico)
         ("Foreign  Inventory") shall not be physically counted,  and (v) Seller
         will provide Buyer with a list of Foreign Inventory  existing as of the
         Closing for  purposes of valuing  the same no later than  fifteen  (15)
         days  following  the Closing  Date,  and (vi) that portion of Inventory
         consisting  of Shared  Raw  Goods  and  Components  shall,  subject  to
         Seller's  obligations under Section 6.14, be allocated by Seller in its
         discretion  to  Buyer  at  Closing  and  (viii)  Seller  shall  use its
         reasonable  efforts to have each vendor in  possession of any Inventory
         prepare for Seller a report showing Inventory on hand at such vendor as
         of April 30, 1997 which report will be delivered to Buyer upon receipt,
         and (viii)  Seller and Buyer will  cooperate  to resolve any  questions
         which arise regarding such vendor prepared inventory reports; provided,
         however,  such vendor prepared  inventory reports shall not be used for
         any purpose in  determining  the Inventory  Balance as of Closing,  and
         (ix) Seller will provide Buyer with a report showing  Inventory on hand
         at each vendor in  possession  of any such  Inventory as of the Closing
         within  fifteen  (15)  days  following  the  Closing.  As used  herein,
         "Facilities"  means  Seller's,  its  Affiliates'  or  its  contractor's
         manufacturing  or  warehouse  facilities  at  Cranston,  Rhode  Island,
         Lawrence, Kansas, Covington,  Georgia, Juarez, Mexico, and Murray Hill,
         New Jersey. The Seller will provide the Buyer the following information
         after the Closing  Date:  (i) a listing by item number of the Inventory
         as of December 31, 1996,  detailing  the number of units on hand,  1996
         standard cost and extended value; (ii) a report detailing any change in
         standard  cost  from  December  31,  1996 to  January  1, 1997 for such
         Inventory;  and (iii) a report detailing the 1997 standard cost of such
         Inventory  listed  by item  number  which  shall be used to value  such
         Inventory as of the Closing  Date.  The  Inventory  Balance  (excluding
         Shared Raw Goods and  Components)  as of December 31, 1996  measured at
         Seller's and its Affiliates'  1996 standard costs was  $4,071,596.  The
         Inventory  Balance as of the Closing,  and for purposes of  calculating
         any Purchase Price  Adjustment,  shall be determined in accordance with
         the  same  methodology  as  used  by  Seller  or its  Affiliate(s),  as

         applicable,  to determine the  Inventory  Balance on December 31, 1996,
         but shall be calculated at the applicable 1997 standard costs of Seller
         or  its  Affiliate(s).  If a  Purchase  Price  Adjustment  is  required
         following completion of the counting and valuation of the Inventory, in
         accordance with the above provisions of Section 2.4(b), such adjustment
         shall be made  post-Closing by the Buyer or Seller, as the case may be,
         making a payment by check to the other  party  within  thirty (30) days
         following the Closing Date.

         (c) Inventory Counting and Valuation  Disputes.  Any disputes regarding
         the  counting of the  Inventory  or the  adjustments,  as  described in
         Section 2.4(b)(i),  2.4(b)(ii) or 2.4(b)(iii), will be resolved in good
         faith  by the  Buyer  and  Seller  during  such  count  or  immediately
         following the completion of such count or following such adjustments as
         the case may be. Buyer shall (absent  material  error) accept  Seller's
         accounting of Foreign  Inventory as set forth on the list  described in
         Section  2.4(b)(v)  and  Seller's  report of  Inventory on hand at each
         vendor in  possession  of any such  Inventory  as of the Closing as set
         forth in Section 2.4(b)(ix). Notwithstanding anything in this Agreement
         to the  contrary,  Buyer  shall not be entitled  to any  adjustment  in
         Purchase Price or other credit for any Obsolete  Inventory  included in
         Foreign  Inventory.  Buyer and Seller hereby expressly  acknowledge and
         agree that any dispute concerning the Inventory  Balance,  unrelated to
         the  Inventory  count and  adjustments  referred to in the  immediately
         preceding  sentence,  shall be limited to the failure of the parties to
         accurately  calculate the Inventory  Balance in accordance with Section
         2.4(b) and in no event shall any such  dispute  involve the accuracy or
         correctness  of the 1997 standard  cost(s) of Seller or those of any of
         its Affiliate(s) pertaining to any Inventory.  Subject to the foregoing
         procedures  of  this  Section  2.4(c),  any  dispute  relating  to  the
         Inventory  Balance or Purchase  Price  Adjustment not resolved by Buyer
         and  Seller and their  respective  accountants  within  sixty (60) days
         after the  Closing  shall,  upon  written  request  by either  Buyer or
         Seller,  be  referred  to a "big six"  accounting  firm which  shall be
         selected by and from a list of such firms which neither Buyer or Seller
         have had any  business  dealings  during  the  three  (3)  year  period
         preceding selection,  or such other independent public accounting firms
         selected jointly by Buyer and Seller, for final resolution.  Each party
         shall,  within  twenty  (20)  business  days after  submission  of such
         dispute, deliver to such firm the information such party wishes to have
         considered  by such firm in making its  determination.  Such firm shall
         present its  determination  and resolution of any such disputes  within
         thirty (30) business  days after the  submission of such dispute to the
         firm.  Buyer and Seller agree that the resolution  reached by such firm
         shall be binding and  conclusive  between the parties.  The fees of the
         accounting  firm  selected to resolve any such  dispute  shall be borne
         one-half by Seller and one-half by Buyer.

2.5)     Transfer  Taxes.  All Transfer  Taxes and any interest  and/or  penalty
         relating thereto shall be promptly paid by Buyer.

2.6)     No  Assumption  of  Liabilities.  Except as expressly set forth in this
         Agreement or otherwise expressly agreed to by the parties,  there shall
         be no assumption of any liability or  liabilities  by Buyer except that
         Buyer hereby agrees to assume all liability for:

         (a) all product  liability claims directly arising out of and caused by
         or resulting  from the  manufacture or sale of any Product or Purchased
         Assets of the Business by Buyer after the Closing;

         (b)  liability  for  the  rebate  obligations  allocated  to  Buyer  in
         accordance with Section 9.5; and

         (c)  those  obligations  listed  in  Section  6.11 for  which  Buyer is
         responsible.

                                   ARTICLE III

                    REPRESENTATIONS AND WARRANTIES OF SELLER

         Seller represents and warrants to Buyer as follows:

3.1)     Organization  of  Seller.  Seller  has been  duly  incorporated  and is
         validly  existing and in good  standing  under the laws of the State of
         Delaware.  Seller is duly  qualified  and in good standing as a foreign
         corporation  in each state where the nature of Seller's  activities and
         properties  would  require  Seller  to be so  qualified  and  where the
         failure to be so qualified would have a Material Adverse Effect.

3.2)     Authority of Seller. Seller has full corporate power to enter into this
         Agreement and the  Ancillary  Agreements to which Seller is a party and
         to perform its respective  obligations  hereunder and thereunder.  This
         Agreement has been duly authorized,  executed,  and delivered by Seller
         and when duly  authorized  ,  executed  and  delivered  by Buyer,  will
         constitute   the  legal,   valid  and  binding   agreement  of  Seller,
         enforceable  against  it  in  accordance  with  its  terms  subject  to
         bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium
         and similar  laws of general  applicability  relating  to or  affecting
         creditors'  rights  and to  general  equity  principles  regardless  of
         whether  considered at law or in equity.  The  Ancillary  Agreements to
         which  Seller  is a  party  will  as of  the  Closing  have  been  duly
         authorized,  executed and delivered by Seller and when duly authorized,
         executed and delivered by the other parties  thereto,  will  constitute
         the legal, valid and binding  agreements of Seller enforceable  against
         it in accordance  with their terms subject to  bankruptcy,  insolvency,
         fraudulent  transfer,  reorganization,  moratorium  and similar laws of
         general applicability  relating to or affecting creditors rights and to
         general equity of principles regardless of whether considered at law or
         in equity. No further  proceeding on the part of Seller is necessary to
         authorize  this  Agreement or is necessary to authorize  the  Ancillary
         Agreements to which Seller is a party and the transactions contemplated
         hereby and thereby.  Except as disclosed in Schedule 3.2 or 3.8 neither
         the  execution  and  delivery  of  this   Agreement  or  the  Ancillary
         Agreements  to which  Seller is a party nor  compliance  by Seller with
         their  terms and  provisions  will  violate  (i) any  provision  of the
         certificate or articles of incorporation or by-laws of Seller,  (ii) to
         Seller's knowledge, the Contract to the extent assigned to Buyer or any
         other  license,  franchise  or permit to which  Seller is a party or by
         which it is bound, or (iii) to Seller's  knowledge,  any law,  statute,
         regulation,  injunction,  order or decree of any  government  agency or
         authority  or court to which  Seller is subject,  where,  in all cases,
         such violation would have a Material Adverse Effect.

3.3)     Financial Information. Seller has delivered to Buyer: (i) a report that
         sets forth the  Finished  Products  sold by Seller's  Affiliate  in the
         United States  exclusive of its territories or possession  (broken down
         by units,  gross  sales in dollars  and net sales in  dollars)  for the
         fiscal year ending  December 31, 1996 and the first four months of 1997
         ("Sales Report"),  (ii) a report that represents Seller s 1997 Variable
         Costs relating to Finished Products,  by element and by catalog number,
         inclusive of the Raw Goods and component standard costs ("Variable Cost
         Report"),  and (iii) a report  which sets forth the total  contribution
         margin  related to the Products  for the year ending  December 31, 1996
         ("Contribution  Margin P&L"). The  Contribution  Margin P&L is attached

         hereto as Schedule  3.3.  The Sales  Report has been  derived  from the
         sales records of Seller s Affiliate  for the  applicable  periods.  The
         Variable  Cost  Report  represents  the Seller s standard  costs of the
         Finished  Products,  Raw Goods and  components of the Business for 1997
         exclusive  of the  portion of the Seller s  standard  costs  related to
         fixed  overhead.  The  Sales  Report,  the  Variable  Cost  Report  and
         Contribution  Margin P&L are accurate in all material respects and have
         been derived from books and records of the Seller and those of Seller s
         Affiliates  which are maintained in accordance with GAAP,  although the
         variable costs and contribution  margins contained in the Variable Cost
         Report and in the Contribution Margin P&L are not themselves maintained
         in accordance with GAAP. The Inventory  Balance as of December 31, 1996
         (exclusive  of the amount of any  increase  therein  occasioned  by the
         increase  calculated  pursuant  to  Section   2.4(a)(iii))  based  upon
         Seller's  1996  standard  costs when adjusted to Seller's 1997 standard
         costs will not exceed the amount  calculated  using 1996 standard costs
         by more than $130,000.

3.4)     Absence of Certain Changes and Events.  Except as disclosed in Schedule
         3.4, since December 31, 1996:

         (a) To Seller's knowledge, there has not been any change in the general
         affairs,  management,  or condition  (financial  or  otherwise)  of the
         Business which has had or would have a Material Adverse Effect.

         (b) Seller has not, other than in the ordinary course of business,  (i)
         entered into any material contract,  license,  franchise or commitment,
         waived any material rights, or made any amendment or termination of any
         material  contract,  license,  franchise or agreement,  relating to the
         Purchased  Assets or the  Business;  (ii)  altered or  revised,  in any
         material respect,  its accounting  principles,  procedures,  methods or
         practices  relating  to the  Purchased  Assets or the  Business;  (iii)
         transferred,  disposed of, or  otherwise  removed from the Facility any
         material amount of Purchased  Assets;  or (iv) incurred,  discharged or
         satisfied  any  material  liability or Lien  relating to the  Purchased
         Assets or the Business.

3.5)     Litigation.  Set  forth  on  Schedule  3.5  hereto  is a list  which is
         complete and accurate in all material respects of all currently pending
         actions, suits,  proceedings,  audits and investigations  involving the
         Purchased  Assets and the Business,  as to which  Seller,  has received
         written  notice,  and a brief  description  of the  nature  and  status
         thereof. Except as disclosed in Schedule 3.5 hereto, there are no other
         actions,  suits,  or proceedings  pending or threatened  against Seller
         with respect to the Business  and/or the Purchased  Assets,  at law, in
         equity or  otherwise,  in,  before,  or by,  any court or  governmental
         agency or authority.  Except as disclosed on Schedule 3.5 hereto, there
         are  no  unsatisfied  judgments  or  outstanding  orders,  injunctions,
         decrees,  stipulations  or  awards  (whether  rendered  by a  court  or
         administrative agency or by arbitration) against Seller with respect to
         the Business or against any of the Purchased Assets

3.6)     Compliance  with Law. . Except with regard to compliance  with the Hart
         Scott Rodino Anti-trust  Improvements Act of 1976 as amended (HSR Act),
         to Seller's knowledge, (i) the Business is not in violation of any law,
         ordinance or regulation of any  governmental  entity,  which  violation
         would have a Material Adverse Effect, (ii) all governmental  approvals,
         permits,  concurrences,  licenses and other governmental authorizations
         required in connection  with the conduct of any material  aspect of the

         Business as presently conducted  (collectively,  "Authorizations") have
         been  obtained and are in full force and effect and are being  complied
         with in all  material  respects.  Except as  disclosed  in Schedule 3.6
         since   December  31,  1996,   Seller  has  not  received  any  written
         notification  of any asserted  past or present  violation in connection
         with the conduct of the Business of any law,  ordinance or  regulation,
         which  violation would have a Material  Adverse Effect,  or any written
         complaint,  inquiry or request for  information  from any  governmental
         entity relating thereto.

3.7)     Taxes.  Notwithstanding  anything to the  contrary  herein,  except for
         Transfer Taxes, if any, Seller shall retain all  responsibility for all
         liabilities  or  obligations   involving  any  taxes,  or  interest  or
         penalties related thereto,  arising out of or relating to the operation
         of the Business by the Seller prior to the Closing Date.

3.8)     Consents.  Subject to  compliance by Seller with the HSR Act and except
         as set  forth in  Schedule  3.8 no  consent,  approval,  authorization,
         order,  filing,  registration  or  qualification  of or with any court,
         governmental  authority  or  third  person  is  required  to be made or
         obtained by Seller in  connection  with the  execution  and delivery of
         this  Agreement  by  Seller  or  the  consummation  by  Seller  of  the
         transactions contemplated hereby, (including the transfer or assignment
         of all Purchased  Assets).  Schedule 3.8 lists each consent,  approval,
         waiver  or  authorization  (collectively,  the  "Consents"),  that  are
         legally  or  contractually  required  on the part of Seller to duly and
         validly  transfer or assign any of the Purchased Assets as contemplated
         hereby.

3.9)     Title to and  Condition  of Purchased  Assets.  Seller has,  and,  upon
         consummation of the transactions  contemplated  hereby will transfer to
         Buyer title to the Purchased  Assets free and clear of all Liens except
         as disclosed on Schedule 3.9. The Purchased Assets  constitute,  in all
         material respects,  all assets necessary to, or used in, the conduct of
         the  Business as  presently  conducted  by Seller  except for  Excluded
         Assets.  The Purchased Assets are, in all material  respects,  suitable
         for the uses for which  they are  presently  used by the  Business,  in
         normal operating condition and free from any known significant defects,
         excepting (i) ordinary wear and tear and (ii)  conditions  disclosed to
         Buyer on Schedule 3.9. With respect to the manufacturing  equipment and
         tooling, on the Closing,  Seller will provide to Buyer its most current
         maintenance schedule.

3.10)    Contract.  Schedule  3.10 lists the sole  contract  that  Seller  shall
         assign to Buyer and Buyer shall assume  pursuant to the  Assignment and
         Assumption  Agreement.  Except as expressly  set forth on Schedule 3.10
         the  Contract  listed on  Schedule  3.10 is fully  assignable  to Buyer
         without the consent of a third party and is valid and in full force and
         effect in accordance with its terms, subject to bankruptcy, insolvency,
         fraudulent  transfer,  reorganization,  moratorium  and similar laws of
         general applicability  relating to or affecting creditors rights and to
         general equity principles,  and there have been no material amendments,
         modifications,   or  supplements  to  the  Contract  and,  to  Seller's
         knowledge,  Seller is not in default under the Contract,  the result of
         which would cause a Material Adverse Effect.

3.11)    Infringement of Intellectual Property.  Except as disclosed in Schedule
         3.11, to Seller's knowledge; (i) Seller owns no patents, or trademarks,
         trade names,  copyrights,  service marks, logos, or trademark or patent
         applications,  which  are  used  exclusively  in  connection  with  the
         Business and none of the Products are covered by any patent owned by or
         licensed to Seller or any Affiliate of Seller;  (ii) Seller owns or has
         the right to use and  transfer  each item of know-how  or trade  secret
         currently  used  in  the  Business;  (iii)  Seller's  operation  of the
         Business does not infringe,  misuse or misappropriate  any intellectual
         property  rights not owned by or licensed to Seller;  and (iv) no third
         party is infringing any Intellectual  Property rights of Seller used in
         connection with the Business.

3.12)    Brokers  and  Finders.  Seller has not  employed  any  broker,  finder,
         consultant  or  intermediary   in  connection  with  the   transactions
         contemplated by this Agreement or any Ancillary  Agreement who would be
         entitled  to a  brokers,  finders  or  similar  fee  or  commission  in
         connection therewith or upon the consummation thereof or if the Closing
         does not occur.

3.13)    Current  Manufacturing  and  Product  Drawings.  Within  ten (10)  days
         following  the  Closing,  Seller  shall  deliver to Buyer copies of all
         Product  drawings  and   specifications,   manufacturing   and  process
         instructions for the Products and copies of the latest revision thereof
         at the  Facility or other  location as  specified by Buyer prior to the
         Closing.  Nothing  contained  herein  shall be construed to transfer to
         Seller any rights in or with  respect to  specifications  of Seller for
         its   sterilization   process  or  in  any  drawings,   specifications,
         manufacturing process instructions,  know-how,  and trade secrets which
         are not related  exclusively to or used  exclusively in connection with
         the Products.

3.14)    FDA 510(K) Documents.  All Finished Products have concurrences for sale
         by the FDA under Section 510(K) of the Act or are pre-amendment devices
         (as evidenced by the documents  listed and described on Schedule  3.14,
         copies of which  have been  delivered  to Buyer)  which may be  legally
         marketed  without Section 510(K) premarket  notification  clearance and
         any  changes to the  Finished  Products  which have been made from May,
         1976 to the present are not  significant  changes within the meaning of
         the applicable regulations.

3.15)    Customers.  The sales history documents furnished to Buyer prior to the
         Closing are true and accurate in all  material  respect and reflect the
         sales  history of the  Products for the past three (3) fiscal years and
         the first quarter of 1997.

3.16)    Real Property. Seller has:

         (a)  Good  and  valid  title to the  Facility,  free  and  clear of all
         mortgages, liens, charges, encumbrances,  easements, security interests
         or title imperfections other than:

            (i) Those listed in Schedule 3.16;

            (ii) Liens for current taxes,  assessments or  governmental  charges
            not yet due and  delinquent  or that  are  being  contested  in good
            faith;

            (iii) Liens that do not materially interfere with the present use of
            the  Facility  or  materially  detract  from its  value to Seller as
            currently used by Seller;

            (iv)  Liens  of  mechanics,   material  men,  laborers,   landlords,
            suppliers,  vendors,  workers,  work  housemen,  carriers  and other
            similar common law or statutory liens arising in the ordinary course
            of business  securing amounts that are not due or payable or, if due
            and payable,  have been aggregately bonded or are being contested in
            good faith;

            (v) Zoning, entitlement and other land use environmental regulations
            by governmental agencies

            (vi) Easements, reservations and restrictions of record; and

            (vii)  Liens  that  do  not,   individually  or  in  the  aggregate,
            materially  interfere  with the use of such  Facility or  materially
            detract  from its value as currently  used by Seller  (collectively,
            referring   collectively   to  (i)  -   (vii)   as  the   "Permitted
            Encumbrances").  To  the  best  knowledge  of  Seller,  there  is no
            condemnation  pending or threatened  effecting the Facility owned by
            Seller.

3.17)    Environmental  Compliance.  Except as disclosed in Schedule 3.17, since
         January 1, 1990:

         (a) In connection with the Business,  and to Seller's  knowledge Seller
         is not in material  violation,  or alleged material  violation,  of any
         applicable judgment,  decree,  order, law, license,  rule or regulation
         pertaining to the  environment,  including  without  limitation,  those
         arising under the Resource Conservation and Recovery Act ("RCRA"),  the
         Comprehensive Environmental Response, Compensation and Liability Act of
         1980,   as   amended   ("CERCLA"),   the   Superfund   Amendments   and
         Reauthorization Act of 1986 ("SARA"),  the Federal Clean Water Act, the
         Federal Clean Air Act, the Toxic  Substances  Control Act, or any state
         or local statute,  regulation,  ordinance,  order or decree relating to
         health, or the environment (hereinafter "Environmental Laws").

         (b)  Seller  has not  received  written  notice  from any third  party,
         including, without limitation, any federal, state or local governmental
         authority,  (i) that Seller has been  identified  by the United  States
         Environmental  Protection  Agency ("EPA") as a potentially  responsible
         party under  CERCLA with  respect to the  Facility  being listed on the
         National  Priorities List, 40 C.F.R.  Part 300 Appendix B (1986),  (ii)
         that  any  hazardous  waste,  as  defined  by 42  U.S.C.  9601(5),  any
         hazardous substances,  as defined by 42 U.S.C.  9601(14), any pollutant
         or  contaminant,  as  defined  by 42  U.S.C.  9601(33),  and any  toxic
         substances, oil or hazardous materials or other chemicals or substances
         regulated, defined or designated as hazardous,  extremely or imminently
         hazardous,  dangerous or toxic by any  Environmental  Laws  ("Hazardous
         Substances") that it has generated, transported or disposed of has been
         found at the  Facility,  or (iii)  that  Seller  is or shall be a named
         party to any claim,  action,  cause of action,  complaint,  or legal or
         administrative  proceeding  (in each  case,  contingent  or  otherwise)
         arising out of any third party's incurrence of costs, expenses,  losses
         or damages of any kind  whatsoever  in  connection  with the release of
         Hazardous Substances at the Facility.

3.18)    Finished  Products.  The Finished Products  Inventory held by Seller or
         any  Affiliate of Seller as of the Closing  shall consist of items of a
         quality  usable or  salable in the  ordinary  course of  business.  The
         Finished Products  Inventory  referred to in the immediately  preceding
         sentence:  (i) has  been  manufactured  in  accordance  with  Seller  s
         specifications therefor in effect at the time of manufacture;  and (ii)
         does not contain any Obsolete Inventory.

3.19)    Raw Goods Inventory.  None of the Raw Goods Inventory as of the Closing
         shall contain any Obsolete Inventory.

3.20)    Current  Employees.  With respect to each Current Employee,  Seller has
         delivered  to  Buyer a  complete  and  accurate  list  of each  Current
         Employee s years of  service,  position,  salary or wages.  To Seller s
         knowledge, there are no union organizing activities occurring among the
         Current Employees or collective bargaining agreements and no proceeding
         to such effect before the National Labor Relations Board.

3.21)    Disclaimer of Other Representations and Warranties.  With the exception
         of the  representations  and  warranties  expressly  contained  in this
         Article III,  Seller  makes no other  representations  and  warranties,
         express or implied,  with respect to any of the Purchased  Assets being
         purchased hereunder or with respect to the Business.

                                   ARTICLE IV

                     REPRESENTATIONS AND WARRANTIES OF BUYER


         Buyer represents and warrants to Seller as follows:

4.1)     Organization of Buyer. Buyer is duly incorporated, validly existing and
         in good standing under the laws of the State of New York. Buyer is duly
         qualified and in good standing as a foreign  corporation  in each other
         state  where the  nature of Buyer's  activities  and  properties  would
         require  Buyer to be so  qualified  and,  where  the  failure  to be so
         qualified,  would  have a material  adverse  effect on Buyer or Buyer s
         ability to consummate the  transactions  contemplated by this Agreement
         and the Ancillary Agreements.

4.2)     Authority of Buyer.  Buyer has full  corporate  power and  authority to
         enter into this  Agreement and the Ancillary  Agreements and to perform
         its obligations hereunder and thereunder.  This Agreement has been duly
         authorized,  executed, and delivered by Buyer and when duly authorized,
         executed and delivered by Seller,  will constitute the legal, valid and
         binding  agreement of Buyer,  enforceable  against  Buyer in accordance
         with its terms, subject to bankruptcy, insolvency, fraudulent transfer,
         reorganization,  moratorium  and similar laws of general  applicability
         relating  to or  affecting  creditors'  rights  and to  general  equity
         principles  regardless of whether  considered at law or in equity.  The
         Ancillary  Agreements  to which Buyer is a party will as of the Closing
         have been duly  authorized,  executed,  and delivered by Buyer and when
         duly  authorized,  executed and delivered by the other parties thereto,
         will  constitute  the legal,  valid and  binding  agreements  of Buyer,
         enforceable  against  it in  accordance  with  their  terms  subject to
         bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium
         and similar  laws of general  applicability  relating  to or  affecting
         creditors rights and to general equity principles regardless of whether
         considered  at law or in equity.  No further  proceeding on the part of
         Buyer is  necessary  to  authorize  this  Agreement  or is necessary to
         authorize the Ancillary  Agreements and the  transactions  contemplated
         hereby  and  thereby.  Neither  the  execution  and  delivery  of  this
         Agreement and the Ancillary Agreements nor compliance by Buyer with the
         terms and provisions  will violate (i) any provision of the certificate
         or  articles  of  incorporation  or by-laws  of Buyer,  (ii) to Buyer's
         knowledge,  any  contract  provision,  license,  franchise or permit to
         which  Buyer is a party or by which it is  bound,  or (iii) to  Buyer's
         knowledge, any law, statute, regulation, injunction, order or decree of
         any government  agency or authority or court to which Buyer is subject,
         where,  in all cases,  such  violation  would  have a material  adverse
         effect  upon Buyer or Buyer s ability to  consummate  the  transactions
         contemplated by this Agreement and the Ancillary Agreements.

4.3)     Brokers  and  Finders.  Buyer  has not  employed  any  broker,  finder,
         consultant  or  intermediary   in  connection  with  the   transactions
         contemplated by this Agreement or any Ancillary  Agreement who would be
         entitled  to a  broker's,  finder's  or similar  fee or  commission  in
         connection therewith or upon the consummation thereof or if the Closing
         does not occur.

4.4)     Financial  Capacity.  Buyer has the power,  authority,  and  sufficient
         currently  available financial resources to consummate the transactions
         contemplated  hereby and by the Ancillary  Agreements.  Such  financial
         resources are, and will continue to be,  currently  available to enable
         Buyer to consummate the transactions contemplated hereby and thereby.
 
4.5)     Litigation.  To Buyer's  knowledge,  there are no  actions,  suits,  or
         proceedings  pending or  threatened  against Buyer at law, in equity or
         otherwise  in,  before,  or by,  any  court  or  government  agency  or
         authority which would have a material  adverse effect on Buyer or Buyer
         s ability to consummate the transactions contemplated hereby and by the
         Ancillary Agreements.

4.6)     Compliance With Law. To Buyer's knowledge, Buyer is not in violation of
         any law,  ordinance,  or regulation of any governmental  entity,  which
         violation  would  have a  material  adverse  effect on Buyer or Buyer s
         ability to consummate the transactions  contemplated  hereby and by the
         Ancillary  Agreements.  Buyer has not received any written notification
         of any  asserted  past or present  violation  of any law,  ordinance or
         regulation,  which  violation  would have a material  adverse effect on
         Buyer or its ability to consummate  the  transactions  contemplated  by
         this Agreement and the Ancillary  Agreements or any written  complaint,
         inquiry  or  request  for  information  from  any  governmental  entity
         relating thereto which would have a material adverse effect on Buyer or
         its ability to consummate the transactions  contemplated  hereby and by
         the Ancillary Agreements.

4.7)     Consents. Except with regard to compliance with the HSR Act, to Buyer s
         knowledge, there are no consents,  approvals, waivers or authorizations
         that are legally or contractually required on the part of Buyer to duly
         and  validly   purchase  and  receive  any  of  the  Purchased   Assets
         contemplated hereby, or to perform its obligations under this Agreement
         or the Ancillary Agreements, where the failure to obtain such consents,
         approvals,  waivers or  authorizations  would  have a material  adverse
         effect  on  Buyer  or  its   respective   ability  to  consummate   the
         transactions contemplated hereby and by the Ancillary Agreements.

4.8)     Disclaimer of Other Representations and Warranties. Buyer makes and has
         made no warranties or  representations  other than those  expressly set
         out in this Article IV.

                                   ARTICLE V

                      PRE-CLOSING COVENANTS AND AGREEMENTS

5.1)     Access and Information. Commencing upon execution of this Agreement and
         continuing  to the Closing  Date,  Seller  shall  permit  Buyer and its
         representatives to have access,  during regular business hours and upon
         reasonable  advance  notice to  Seller,  to the  Facility,  subject  to
         Seller's reasonable rules and regulations,  and shall furnish, or cause
         to be furnished,  to Buyer such  additional  information  to the extent
         available with respect to the Business and the Purchased Assets,  which
         information  shall consist of and be limited to (i) supporting data for
         information  previously delivered to Buyer by Seller prior to execution
         hereof,  and (ii) quality  assurance  and  regulatory  affairs  records
         (including,  compliance  records,  FDA  Section 483  letters,  "Medical
         Device Reports" and "Warning Letters") as Buyer shall from time to time
         reasonably  request.  Buyer shall have the right to copy the  foregoing
         information at Buyer's expense.

5.2)     Registrations,  Filings and Consents.  Seller and Buyer will  cooperate
         and use all reasonable efforts to make all  registrations,  filings and
         applications,  to give all  notices and to obtain any  governmental  or
         other  consents,  transfers,   approvals,  orders,  qualifications  and
         waivers necessary or desirable for the consummation of the transactions
         contemplated hereby.
 
5.3)     Conduct of  Business.  Prior to the  Closing,  and except as  otherwise
         contemplated  by this  Agreement  or consented to or approved by Buyer,
         Seller covenants and agrees that:

         (a) Seller shall  operate the  Business  only in the ordinary and usual
         course  and  use  reasonable  efforts  to  preserve  the  business  and
         relationships with suppliers, and customers of the Business;

         (b) Seller  shall not permit the  Business,  other than in the ordinary
         and  usual  course  of  business,  to (i)  acquire  or  dispose  of any
         Purchased Assets, (ii) materially encumber any of the Purchased Assets,
         or enter  into any  other  material  transaction  or  incur  any  other
         material  liabilities  with respect to the Purchased  Assets,  or (iii)
         enter into any material contract, agreement,  commitment or arrangement
         with respect to any of the foregoing without the consent of the Buyer.

                                   ARTICLE VI

                CLOSING AND POST-CLOSING COVENANTS AND AGREEMENTS

6.1)     Delivery  and  Risk of  Loss.  All of the  Purchased  Assets  shall  be
         delivered to Buyer in  accordance  with the schedule for such  delivery
         set forth in  Schedule  6.1.  Title  and risk of loss to the  Purchased
         Assets shall pass to Buyer upon the effective time of the Closing.
 
6.2)     Non-Competition Agreement. For a period of five (5) years following the
         Closing Date,  neither  Seller nor any  Affiliate of Seller shall:  (A)
         manufacture or sell, directly or indirectly, anywhere within the United
         States or U.S.  territory and any foreign  country any: (i) Products of
         the Business,  or (ii) products  that are  substantially  equivalent to
         Products  in design and  current  application  as set forth in Seller's
         applicable  current labeling of Finished Products;  provided,  however,
         that  nothing  contained  in this  Section  6.2 shall be  construed  to
         prevent  Seller or any  Affiliate  of Seller  from  incorporating  into
         products any Products or any  components  thereof which are the same as
         or  substantially  similar  to  Products  or  any  components  thereof,
         provided that the products  into which such Products or components  are
         incorporated are not substantially equivalent to Products in design and
         current  application  as  set  forth  in  Seller's  applicable  current
         labeling of Finished  Products,  and, (B) joint venture,  contract,  or
         enter into any other business  arrangement with any competitor of Buyer
         for Products where such joint venture, contract or business arrangement
         directly  relates  to or  promotes  the  sale  of  products  which  are
         substantially  equivalent to Products in design and current application
         as set  forth in  Seller's  applicable  current  labeling  of  Finished
         Products  (collectively,  "Restricted  Activities").  The parties agree
         that this Agreement  shall not limit Seller or Seller s Affiliates from
         effecting transactions that may result in the acquisition of businesses
         or assets  that might fall within the scope of  Restricted  Activities,
         provided, however, that: (i) Seller shall promptly notify Buyer of such
         acquisition, (ii) Seller or its Affiliates shall offer to sell to Buyer
         that portion of such acquired  businesses  and assets which  constitute
         Restricted Activities (the "Offered Assets") on commercially reasonable
         terms as soon as reasonably  practicable,  (iii) Buyer shall by written
         notice to Seller, within thirty (30) days of receipt of Seller's offer,
         either accept such offer,  reject such offer or request an appraisal of
         the Offered  Assets,  (iv) if Buyer requests an appraisal,  the parties
         shall agree upon an  appraiser  and shall  jointly bear the cost of any
         such appraisal, (v) Buyer shall, within thirty (30) days of the receipt
         of such appraisal, notify Seller whether or not Buyer will purchase the
         Offered Assets at the appraised value thereof,  (vi) in the event Buyer
         elects not to purchase the Offered  Assets,  Seller and its  Affiliates
         shall have no further obligations to Buyer with respect to such Offered
         Assets under this Section 6.2 and Buyer shall reimburse  Seller and its
         Affiliates  for the portion of the cost of any such  appraisal paid for
         by Seller or its  Affiliates.  Nothing  contained  in this  Section 6.2
         shall be construed to prevent Seller or its Affiliates, as the case may
         be, from  continuing to operate any such Offered Assets pending Buyer's
         decision whether or not to purchase such Offered Assets.  Seller or its
         Affiliates,   as  the  case  may  be,  shall  provide  Buyer  with  all
         information  reasonably  requested  by  Buyer  in  connection  with the
         offering  for sale to Buyer of the  Offered  Assets.  If at the time of
         enforcement  of this  Section  6.2,  the  court  shall  hold  that  the
         duration,  scope or area  restrictions  stated herein are  unreasonable

         under  circumstances then existing,  the parties agree that the maximum
         duration,  scope or area reasonable under such  circumstances  shall be
         substituted for the stated duration,  scope or area, but in no event in
         excess of the stated duration, scope or area. In an action in law or in
         equity for breach or  enforcement  of this  Section  6.2 brought in any
         court having competent jurisdiction over the parties to such an action,
         the prevailing  party shall be entitled to recover from the other party
         or parties its reasonable attorneys fees, costs and expenses associated
         with  prosecuting or defending such an action to its final  disposition
         (including final  dispositions by summary  adjudication,  judge or jury
         verdict or final appeal).

6.3)     Further  Assurances.  For a period  of five  (5)  years  following  the
         Closing Date,  Seller shall promptly  execute,  acknowledge and deliver
         any further assignments,  conveyances and other instruments of transfer
         reasonably  requested by Buyer and necessary to effectuate the transfer
         of title to the Purchased Assets to Buyer and, at Buyer's expense, will
         take any other action  consistent with the terms of this Agreement that
         may  reasonably  be  requested  by Buyer for the purpose of  assigning,
         transferring,  granting,  and confirming  ownership in or to Buyer,  or
         reducing to Buyer's possession, any or all of the Purchased Assets.

6.4)     Other  Agreements.  With respect to those agreements listed on Schedule
         6.4,  during the sixty  (60) day period  following  the  Closing  Date,
         Seller   shall  use  its   reasonable   efforts  or  shall   cause  its
         Affiliate(s),  as the case may be, to use their reasonable  efforts, to
         procure the consent of the third parties  listed on Schedule 6.4 to the
         assignment  to Buyer of said  agreements  but only to the  extent  they
         relate to any of the Products.

6.5)     Bulk Sales.  Buyer and Seller  specifically  waive compliance under all
         laws  relating  to the sale of assets in bulk,  (the "Bulk  Sales Law")
         including Article VI of the Uniform Commercial Code, if applicable. The
         Buyer and Seller  acknowledge and agree that no filings with respect to
         any Bulk  Sales  Laws or  similar  laws  have been  made,  nor are they
         intended to be made, nor are such filings a condition  precedent to the
         Closing;  and, in consideration  of such waiver by Buyer,  Seller shall
         defend and indemnify Buyer, and its successors and assigns, against any
         loss,  liability,  or damage  resulting or arising from such waiver and
         failure to comply with the applicable Bulk Sales Laws.

6.6)     No Third Party Beneficiaries.  None of the provisions of this Agreement
         are intended or shall be deemed to confer upon any person or entity not
         a party to this Agreement any rights or benefits,  including the status
         of third party beneficiary of any provision hereof.
 
6.7)     Access to Records  and  Information.  During  the five (5) year  period
         immediately following the Closing, Buyer shall cooperate with Seller in
         providing  Seller all information  reasonably  requested and permitting
         access  to all  records  relating  to the  period of  ownership  of the
         Purchased  Assets by Seller  prior to the  Closing,  when  requested in
         writing  by Seller to  provide  or permit  the same for all  legitimate
         purposes. The cost and expense in providing information hereunder shall
         be borne by Seller.

6.8)     Customer/Distributor   Notification  Letter.   Promptly  following  the
         Closing, Seller and Buyer shall send a letter signed by both parties to
         customers of the Business informing  customers that Buyer has purchased
         the Business of Seller.  Said letter shall be substantially in the form
         of Exhibit F-1. Promptly following the Closing,  Seller and Buyer shall
         send a letter  signed by both parties to  distributors  of the Products
         informing  such  distributors  that Buyer has purchased the Business of
         Seller. Said letter shall be substantially in the form of Exhibit F-2.

6.9)     Vendor Notification Letter.  Promptly following the Closing, Seller and
         Buyer  shall  send a letter  signed by both  parties  to vendors of the
         Business  informing  vendors that Buyer has  purchased  the Business of
         Seller. Said letter shall be substantially in the form of Exhibit G.

6.10)    Employees.  Following  the  execution  of this  Agreement  and prior to
         Closing,  Buyer and  Seller  shall  jointly  develop a list of  Current
         Employees to whom Buyer will offer employment immediately following the
         Closing.  Such  Current  Employees  of Seller to whom  Buyer will offer
         employment  shall be listed on Schedule  6.10,  which Schedule shall be
         delivered  jointly  by the  parties  at  Closing.  Such  list  shall be
         developed  having due regard for the needs of Seller for its continuing
         operations  at the Facility as well as those of Buyer for its operation
         of the Business.  Immediately  following  the Closing,  Buyer agrees to
         offer  employment  to  Current  Employees  of Seller  who are listed on
         Schedule  6.10 ("New Buyer  Employees")  at wages and salary levels not
         less  than  and in  positions  substantially  similar  to such  Current
         Employees' current wages and salary levels and positions. Seller is not
         aware of any plans on the part of the Buyer to carry out within 60 days
         of the Closing a plant closing or mass layoff within the meaning of the
         Worker  Adjustment and Retraining  Notification Act (WARN Act),  Pub.L.
         100-379, 102 Stat. 890, 29 U.S.C.2101 et seq. The Buyer is and shall be
         responsible for giving any notice to employees or governmental entities
         required  under WARN or any analogous  state or local law in connection
         with or as a result of the transactions contemplated by this Agreement.
         Current Employees not listed on Schedule 6.10 shall remain employees of
         Seller.  The New Buyer Employees will serve in such capacities and have
         such salaries,  wages and other  compensation and benefit agreements as
         shall  be  agreed  upon  between   them  and  Buyer.   Subject  to  the
         requirements  of law, the employment of all New Buyer Employees will be
         at will.

6.11)    Employee Benefit Matters and Notice.

         (a) Pension  Plans.  Effective as of the Closing,  New Buyer  Employees
         shall cease to accrue benefits under Seller s pension plans. The Seller
         shall pay the New Buyer  Employees the benefits  under Seller s pension
         plans if accrued and owing in accordance to the terms of the applicable
         plan.
 
         (b) Welfare Plans. Effective as of the Closing, all New Buyer Employees
         shall cease to be covered on an ongoing basis by Seller s welfare plans
         including  plans,  programs,  policies and  arrangements  which provide
         medical and dental coverage,  life and accident  insurance,  disability
         coverage,  and vacation and  severance  pay.  Buyer agrees to offer New
         Buyer  Employees the opportunity to participate in those fringe benefit
         plans of Buyer customarily made available to Buyer's other employees in
         similar positions and levels of seniority.

         (c)  Continuation  Coverage.  Seller shall be responsible for providing
         Current  Employees  who  terminate  employment  prior  to  the  Closing
         election of group health  coverage  required by Section  4980(b) of the
         Internal  Revenue Code of 1986,  as amended  ("Continuation  Coverage")
         under the terms of the applicable health plans maintained by Seller.

         (d) Retiree Health Benefits. Seller shall be responsible for payment of
         retiree health benefits, if any, accrued by those Current Employees who
         are eligible  for retiree  health  benefits  under  Sellers  applicable
         retiree health plan and who elect retirement prior to Closing.

         (e) Past Service Credit.  With regard to Buyer s severance policy, sick
         pay policy and vacation policy only, effective as of the Closing, Buyer
         shall credit New Buyer Employees for their past service with Seller.

         (f)  Severance.  Buyer  agrees  that any New  Buyer  Employees  who are
         terminated  by Buyer for any reason  except for just cause will be paid
         severance  payments  and  termination   benefits  by  Buyer  which  are
         equivalent  to the  severance  payments and  termination  benefits they
         would have been  entitled to  receiver  under the  severance  policy of
         Seller in effect on the date of execution of this Agreement.

6.12)    Use of Seller s Name or Logo. Buyer shall not use any trademark,  trade
         name, copyright, service mark, logo, or any other intellectual property
         of Seller or its  Affiliates  except as  specifically  provided  in the
         License Agreement.

6.13)    Misdirected  Payment.  Each  of the  parties  agree  that if and to the
         extent it receives any payment for Finished  Products sold by the other
         that it will promptly remit such payment to the other party.

6.14)    Manufacturing  and Supply of Raw Goods and  Finished  Products.  On the
         Closing,  Seller agrees:  (i) to have all manufacturing  equipment used
         exclusively in connection with the Yankauer  product line, as described
         in Exhibit A attached  hereto,  in place and in operating  condition at
         the Seller's plant located in Cranston,  Rhode Island; (ii) to have all
         manufacturing  equipment  located at the plant of  Seller's  contractor
         located in Juarez,  Mexico to be in place and in operating condition at
         such  plant;  (iii)  to have the  sterilizer  which  is  included  as a
         Purchased  Asset and which is more  specifically  described  in Exhibit
         1.34(b) attached hereto,  to be in place and in operating  condition at
         the Seller's plant located in Cranston,  Rhode Island; (iv) to have all
         molds used  exclusively in connection  with the Business by third party
         vendors  pursuant to any  contract or agreement  between  Seller or its
         Affiliates and such third party vendors to be in operating condition at
         the location where such third party vendor possesses any of such molds;
         (v) to have two (2) injection molding presses in place and in operating
         condition  at the portion of the Facility  leased to Buyer  pursuant to
         the Lease Agreement;  and (vi) to have all manufacturing equipment used
         exclusively   in   connection   with  the   Business   other  than  the
         manufacturing  equipment described in sections (i) through (v) above to
         be in place and in operating condition at the Facility together with an
         adequate  amount  of  Raw  Goods   Inventory   sufficient  to  continue
         manufacture  of Finished  Products for a period of a minimum of two (2)
         weeks and open purchase  orders for Raw Goods and scheduled  deliveries
         for ten  (10)  weeks  following  the  Closing.  Seller  shall  stock an
         inventory  of Finished  Products not less than an aggregate of four (4)
         week  quantity at shipping  levels  depicted in the 1997 portion of the
         Sales Report.

6.15)    Customer  Service,  Referrals  and  Assistance.  Following  the Closing
         Seller  agrees  to make  all  reasonable  efforts  to  assist  Buyer in
         maintaining the customers of the Business who contact Seller seeking to
         purchase Finished Products.

6.16)    Ancillary  Agreements.  Buyer and Seller agree to execute the Ancillary
         Agreements on the Closing.

                                   ARTICLE VII

                       CONDITIONS TO THE PURCHASE AND SALE

7.1)     Conditions to the Purchase and Sale Relating to Buyer.  The  obligation
         of Buyer to consummate the  transactions  contemplated  hereby shall be
         subject  to the  satisfaction,  or waiver by Buyer,  at or prior to the
         Closing, of each of the following conditions:

         (a) The  representations  and  warranties  of Seller  contained in this
         Agreement  shall be true in all material  respects  when made and as of
         the Closing,  with the same effect as though such  representations  and
         warranties  had been made at and as of the Closing;  the  covenants and
         agreements  of Seller to be performed at or prior to the Closing  shall
         have been duly  performed in all material  respects;  and,  Buyer shall
         have received at the Closing a  certificate  to that effect dated as of
         the Closing Date and  executed on behalf of Seller by the  President or
         any Vice President.

         (b) There shall not have been issued and be in effect any order, decree
         or judgment of or in any court or  tribunal of  competent  jurisdiction
         which makes the  consummation of the transactions  contemplated  hereby
         illegal;   all  governmental   consents   required  to  consummate  the
         transactions  contemplated  by this Agreement  shall have been received
         and all  governmentally  imposed waiting periods required to consummate
         such transactions shall have expired or terminated.

         (c) Seller shall deliver to Buyer the Consent.

         (d) Buyer shall have received from Seller an opinion from legal counsel
         for Seller,  dated as of the Closing Date and substantially in the form
         shown in Exhibit H.

         (e) Buyer shall have received from Seller:

            (i) A Bill of Sale in the form of Exhibit I.

            (ii)  Certificate  of Good  Standing for Seller dated within 14 days
            prior to the Closing Date.

            (iii) Certified copies of Seller's corporate resolutions authorizing
            the   transactions   contemplated   hereby  and  by  the   Ancillary
            Agreements.
 
            (iv) The appropriate HSR Act confirmation of filing letter.

            (v) Seller s most current maintenance schedule for the machinery and
            equipment  included in the Purchased  Assets,  exclusive of molds in
            the possession of third-party vendors.

            (vi) The Ancillary Agreements executed by Seller and, as applicable,
            its Affiliates who are parties to such agreements.

            (vii) A copy of Seller's sterilization  specifications and protocols
            for the Products.

            (viii) An incumbency certificate of Seller, C.R. Bard, Inc. and BCR,
            Inc.

            (ix) The VHA Assumption Agreement executed by Seller and VHA.

7.2)     Conditions to the Purchase and Sale Relating to Seller.  The obligation
         of Seller to consummate the transactions  contemplated  hereby shall be
         subject to the  satisfaction,  or waiver by Seller,  at or prior to the
         Closing of each of the following conditions:

         (a) The  representations  and  warranties  of Buyer  contained  in this
         Agreement  shall be true in all material  respects  when made and as of
         the Closing,  with the same effect as though such  representations  and
         warranties  had been made at and as of the  Closing the  covenants  and
         agreements  of Buyer to be performed  at or prior to the Closing  shall
         have been duly  performed  in all material  respects;  and Seller shall
         have received at the Closing a  certificate  to that effect dated as of
         the Closing  Date and  executed on behalf of Buyer by the  President or
         Vice President.

         (b) There shall not have been issued and be in effect any order, decree
         or judgment of or in any court or  tribunal of  competent  jurisdiction
         which makes the  consummation of the transactions  contemplated  hereby
         illegal;   all  governmental   consents   required  to  consummate  the
         transactions  contemplated  by this Agreement  shall have been received
         and all  governmentally  imposed waiting periods required to consummate
         such transactions shall have expired or terminated.

         (c) Seller shall have received from Buyer:

            (i) The Purchase Price;

            (ii) An opinion from Joseph J.  Corasanti,  legal counsel for Buyer,
            dated as of the Closing Date and  substantially in the form shown on
            Exhibit J.

            (iii) A Certificate  of Good Standing for Buyer dated within 14 days
            prior to the Closing Date.

            (iv) Certified copies of Buyer's corporate  resolutions  authorizing
            the   transactions   contemplated   hereby  and  by  the   Ancillary
            Agreements.

            (v) The appropriate HSR Act confirmation of filing letter.

            (vi) The Ancillary Agreements executed by Buyer.

            (vii) An incumbency certificate of Buyer.

            (viii) The VHA Assumption Agreement executed by Buyer.

                                 ARTICLE VIII

                              AMENDMENT AND WAIVER

8.1)     Amendment  and  Modification.  This  Agreement  may only be  amended or
         modified in writing, signed by Seller and Buyer, with respect to any of
         the terms contained herein.

8.2)     Waiver. At any time prior to the Closing either Seller or Buyer may (i)
         extend the time for the  performance of any of the obligations or other
         acts due to it from the other party, (ii) waive any inaccuracies in the
         representations  and warranties of the other party contained  herein or
         in any document  delivered  pursuant hereto, and (iii) waive compliance
         with any of the  agreements or conditions of the other party  contained
         herein.  Any  agreement  on the  part of a  party  hereto  to any  such
         extension  or waiver  shall be valid if set forth in an  instrument  in
         writing  signed  by  the  party  granting  such  extension  or  waiver;
         provided,  however,  that Closing shall be a waiver of any  unfulfilled
         condition  precedent  which is  required  by this  Agreement  or by any
         Ancillary Agreement.

                                   ARTICLE IX

                          SURVIVAL AND INDEMNIFICATION

9.1)     Survival of Representations and Warranties; Knowledge of Breach.
 

         (a) The  representations  and  warranties  set forth in this  Agreement
         shall  survive  for a period of three (3) years  following  the Closing
         Date.

         (b) Except for any claim which: (i) is based on Seller's  "covenant not
         to  compete"  in  Section  6.2,  (ii) is  based  on  Seller's  "further
         assurance" obligations stated in Section 6.3, (iii) is based on Buyer's
         "access to records" obligations stated in Section 6.7, or (iv) is based
         on a breach by Seller of the "environmental  compliance" representation
         made in Section  3.17,  neither  party shall be liable for any claim or
         cause of action  arising out of this Agreement  except  pursuant to the
         provisions  of this  Article IX and unless the other  party  shall have
         given written  notice of such claim or cause of action within three (3)
         years following the Closing Date; any such claim not so asserted within
         such time period shall be unenforceable  against the party against whom
         it is asserted. The claims described in subsections (i) through (iv) of
         this Section  9.1(b) may be asserted at any time within the  applicable
         statutes of limitation.

9.2)     Indemnification Against Claims.

         (a) Seller shall  indemnify  and hold Buyer  harmless  from and against
         damages,  costs or expenses (including  reasonable  attorneys' fees and
         costs)  suffered by Buyer  (except to the extent  caused by the acts or
         omissions of Buyer and net of any insurance  proceeds received by Buyer
         in respect thereof ) as a direct result of or directly arising from:

            (i) (A) any breach of  representation  or warranty  hereunder on the
            part of Seller and (B) any failure by Seller to perform or otherwise
            fulfill any  undertaking or other  agreement or obligation of Seller
            hereunder;

            (ii) (A) any product  liability  claim for death,  personal  injury,
            other injury to persons,  property  damage,  loss or  deprivation of
            rights,  or other product liability claim (whether based on statute,
            negligence,  breach  of  warranty,  strict  liability  or any  other
            theory) directly caused by or resulting from Finished  Products sold
            by  Seller  prior to the  Closing  and (B) any  recall  of  Finished
            Products sold by Seller; and

            (iii) any and all actions, suits, proceedings,  claims or demands by
            third parties, or assessments or judgments in their favor,  directly
            resulting or arising from any of the foregoing.

         (b) Buyer shall  indemnify  and hold Seller  harmless  from and against
         damages,  costs or expenses (including  reasonable  attorneys' fees and
         costs)  suffered by Seller  (except to the extent caused by the acts or
         omissions  of Seller  and net of any  insurance  proceeds  received  by
         Seller in respect  thereof) as a direct  result of or directly  arising
         from:

            (i) (A) any breach of representation  and warranty  hereunder on the
            part of Buyer;  and (B) any failure by Buyer to perform or otherwise
            fulfill any undertaking or agreement or obligation hereunder;

            (ii) (A) any product  liability  claim for death,  personal  injury,
            other injury to persons,  property  damage,  loss or  deprivation of
            rights,  or other product liability claim (whether based on statute,
            negligence,  breach  of  warranty,  strict  liability  or any  other
            theory) directly caused by or resulting from Finished  Products sold
            by Buyer after the  Closing and (B) any recall of Finished  Products
            sold by Buyer after the Closing;

            (iii) any and all actions, suits, proceedings,  claims or demands by
            third parties, or assessments or judgments in their favor,  directly
            resulting or arising from any of the foregoing; and

            (iv) any and all  actions,  suits,  proceedings,  claims or demands,
            investigations,  or  causes  of  action,  under  the WARN Act or any
            successor   or  similar   statute   related   to  the   transactions
            contemplated  by this  Agreement  notwithstanding  that such damage,
            cost or expense was caused by Seller's act or omission.

9.3)     Third Party Claims.

         (a) In the  event  that  any  claim  for  which  a  party  hereto  (the
         "Indemnifying  Party")  would be liable  hereunder  to the other  party
         hereto (the  "Indemnified  Party") is asserted  against or sought to be
         collected from the Indemnified  Party by a third party, the Indemnified
         Party  shall  promptly  notify  the  Indemnifying  Party of such  claim
         specifying  the nature of such  claim and the  amount or the  estimated
         amount thereof to the extent then feasible (which estimate shall not be
         conclusive of the final amount of such claim (the "Claim Notice").  The
         Indemnifying  Party shall have ten (10) days from the personal delivery
         or mailing of the Claim  Notice  (the  "Notice  Period")  to notify the
         Indemnified  Party, (A) whether or not it disputes its liability to the
         Indemnified  Party  hereunder  with  respect  to  such  claim  and  (B)
         notwithstanding  any such  dispute,  whether or not it desires,  at its
         sole cost and expense,  to defend the  Indemnified  Party  against such
         claim. No failure or delay by the Indemnified  Party in the performance

         of the foregoing  shall reduce or otherwise  affect the  obligations of
         the  Indemnifying  Party to indemnify  and hold the  Indemnified  Party
         harmless,  except  to the  extent  that  such  failure  or delay  shall
         adversely  affect the  Indemnifying  Party's ability to defend against,
         settle or satisfy  any  liability,  damage,  loss,  claim or demand for
         which the Indemnified Party is entitled to indemnification hereunder.
 
         (b) In the event of any third party claim for which  indemnification is
         sought from the Indemnifying  Party,  the Indemnifying  Party will have
         the right at its expense to assume the defense  thereof  using  counsel
         reasonably  acceptable to the Indemnified  Party. The Indemnified Party
         shall have the right to participate,  at its own expense,  with respect
         to any such third party claim;  the parties shall  cooperate  with each
         other and provide each other with access to relevant  books and records
         in their possession. No such third party claim shall be settled without
         the prior written consent of the Indemnified Party, which consent shall
         not be unreasonably withheld.  Provided that the Indemnifying Party has
         not disputed its  liability  to the  Indemnified  Party with respect to
         such claim, as a condition  precedent to the Indemnified  Party's right
         to be indemnified from such claim,  the  Indemnifying  Party shall have
         the  right  to  approve  the  terms  of  any  settlement   between  the
         Indemnified Party and any third party with respect to a claim for which
         indemnification  is sought.  If a firm written  offer is made to settle
         any such third  party  claim  which  provides  for full  release of the
         Indemnified  Party and its Affiliates and does not otherwise impose any
         burdens on any of the foregoing, and the Indemnifying Party proposes to
         accept such  settlement,  then, if the  Indemnified  Party rejects such
         settlement offer: (i) the Indemnifying Party shall be excused from, and
         the  Indemnified  Party shall be solely  responsible  for,  all further
         defense of such third party  claim;  (ii) the maximum  liability of the
         Indemnifying  Party  relating  to such third  party  claim shall be the
         amount of the proposed  settlement if the amount  thereafter  recovered
         from the  Indemnified  Party on such third party claim is greater  than
         the amount of the proposed settlement;  and (iii) the Indemnified Party
         shall pay all  attorneys'  fees and legal costs and  expenses  incurred
         after rejection of such settlement by the Indemnified Party.

         (c) In the event either party  hereto  should have a claim  against the
         other hereunder that does not involve a claim being asserted against or
         sought to be collected from it by a third party, the Indemnified  Party
         shall  promptly  send a Claim  Notice with respect to such claim to the
         Indemnifying  Party.  If the  Indemnified  Party is not notified by the
         Indemnifying  Party  within  thirty (30) days of receipt of notice of a
         claim that the  Indemnifying  Party disputes such claim,  the amount of
         such claim shall be conclusively deemed a liability of the Indemnifying
         Party hereunder.

9.4)     Payment. Upon the determination of the liability under Section 9.3, the
         appropriate  party shall pay to the other,  as the case may be,  within
         ten (10) days  after  such  determination,  the amount of any claim for
         indemnification made hereunder. In the event that the Indemnified Party
         is not  paid in full  for any  such  claim  pursuant  to the  foregoing
         provisions promptly after the other party's obligation to indemnify has
         been  determined  in  accordance  herewith,  it shall  have the  right,
         notwithstanding  any other  rights  that it may have  against any other
         person,  firm or corporation,  to set-off the unpaid amount of any such
         claim against any amounts owed by it under any agreements  entered into

         pursuant  to this  Agreement  or the  Ancillary  Agreements.  Upon  the
         payment in full of any claim, either by setoff or otherwise, the entity
         making  payment shall be  subrogated  to the rights of the  Indemnified
         Party  against  any person,  firm or  corporation  with  respect to the
         subject matter of such claim.

9.5)     Damage  Limitation.  The parties' liability under this Article IX shall
         expire pursuant to Section 9.1 and, except for the matters addressed in
         Section  9.1(b)(i)  through (iv), and in Sections 3. 18, 3.19, 6.5, 9.6
         and  9.2(b)(iv),  no  claim  for  indemnity  shall  be  made by a party
         pursuant to this Article IX unless the aggregate  amount of such claims
         exceeds $100,000.  Notwithstanding  anything herein to the contrary, no
         claims  or  causes  of  action   arising  out  of  or  related  to  the
         transactions  contemplated  by this Agreement may be asserted by either
         party for punitive,  presumptive,  special,  exemplary,  incidental, or
         consequential damages (including without limitation, loss of profits or
         business interruption loss), or for any other damages other than actual
         damages.  Nothing  contained in the immediately  preceding  sentence is
         intended to or shall preclude any party from obtaining  indemnification
         with respect to third party claims pursuant to Section 9.3.

9.6)     Returned Goods; Rebates.

         (a)  Following  the Closing Date for a period of six (6) months,  Buyer
         shall promptly notify Seller in writing of all claims made by end users
         of a Product  manufactured  by Seller  concerning  alleged  quality  or
         manufacturing  defects and Buyer shall  deliver to Seller any  Products
         giving rise to any such claim which are returned to Buyer. Seller shall
         review all such  returned  Products  and, for those  returned  Products
         which  Seller  determines  to have  quality or  manufacturing  defects,
         Seller shall  reimburse Buyer (at Seller's 1997 standard costs) for any
         replacement  Products  given  without  charge to end-users  making such
         claim and returning such Products to Buyer.

         (b) Following the Closing Date,  Seller  retains the rebate expense for
         all  rebates  to all  customers  who claim  rebate  credit on or before
         thirty (30) days  following  the Closing  Date with respect to Products
         sold by  customers  prior to the Closing  Date.  Buyer and Seller agree
         that  Seller  retains  the  rebate  expense  for all  Products  held by
         customers in their  inventory  on the Closing Date for which  customers
         seek rebates during the second month following the Closing Date.  Buyer
         and Seller  agree to  cooperate  to assure  that Seller  incurs  rebate
         expenses for those Products sold to customers prior to the Closing Date
         and that  Buyer  incurs  rebate  expenses  for those  Products  sold to
         customers  after the Closing  Date.  Prior to the Closing,  the parties
         shall agree upon a methodology to effectuate the intent of this Section
         9.6(b).

                                    ARTICLE X

                                  MISCELLANEOUS

10.1)    Termination Prior to Closing.  Notwithstanding  any contrary provisions
         of this Agreement,  the respective obligations of the parties hereto to
         consummate  the Closing may be terminated  and abandoned at any time at
         or before the Closing only as follows:

         (a) By and at the option of Buyer if,  through  no fault of Buyer,  the
         Closing shall not have occurred by July 31, 1997.

         (b) By and at the option of Seller if, through no fault of Seller,  the
         Closing shall not have occurred by July 31, 1997.

         (c) At any time, without liability of any party to the others, upon the
         mutual written consent of Buyer and Seller.

                           Nothing  contained in this Section shall be construed
                  as a  release  or  waiver  by any  party  hereto of any of its
                  rights  against any other  party  arising out of any breach of
                  this Agreement by the other party.
 
10.2)    Return of Information.  If for any reason  whatsoever this Agreement is
         terminated  prior to  Closing,  (i) each party shall  promptly  deliver
         (without  retaining any copies thereof) to the other respective  party,
         or certify to the other  party that it has  destroyed,  all  documents,
         work papers and other material  obtained by such party or on its behalf
         from the other party or any of its agents, employees or representatives
         as a result  hereof or in  connection  herewith,  whether  so  obtained
         before or after the execution  hereof,  and (ii) each party shall cause
         any Confidential  Information obtained from the other party pursuant to
         this Agreement or otherwise to be kept  confidential  and will not use,
         or permit the use of such  Confidential  Information in its business or
         in any other manner or for any other purpose.

10.3)    Non-Solicitation of Employees.

         (a) For a period of three (3) years following the Closing Date,  Seller
         agrees to refrain  from the  direct or  indirect  solicitation  of, and
         shall not employ,  any New Buyer  Employees;  provided,  however,  that
         nothing  herein  shall  prohibit  Seller from (i) hiring  those  former
         employees of Seller who have become  employees of Buyer and  thereafter
         have been terminated by Buyer or (ii) performing  Seller's  obligations
         under any of its existing contracts with its employees.

         (b) For a period of three (3) years  following the Closing Date,  Buyer
         agrees to refrain  from the  direct or  indirect  solicitation  of, and
         shall not  employ,  any  Current  Employees  other than  those  Current
         Employees  listed on Schedule  6.10;  provided,  however,  that nothing
         herein shall prohibit  Buyer from (i) hiring those former  employees of
         Buyer who have  become  employees  of Seller and  thereafter  have been
         terminated by Seller or (ii) performing  Buyer's  obligations under any
         of its existing contracts with its employees.

10.4)    Expenses.  Unless  otherwise  provided  herein,  the parties shall bear
         their own  respective  expenses  (including,  but not  limited  to, all
         compensation and expenses of counsel, financial advisers,  consultants,
         actuaries and independent  accountants) incurred in connection with the
         preparation   and  execution  of  this   Agreement  and  the  Ancillary
         Agreements and consummation of the transactions contemplated hereby and
         thereby.

10.5)    Public  Disclosure.  Buyer and Seller agree that upon execution of this
         Agreement  Buyer may  immediately  issue a press release in the form of
         Exhibit  K-1,  and  Seller  may  issue a press  release  in the form of
         Exhibit K-2 and Seller's  Affiliate  may issue a memorandum  to its and
         Seller's  employees in the form of Exhibit  K-3.  Buyer and Seller will
         mutually  agree on the  content  and  timing of any  additional  public
         disclosures  concerning the execution and performance of this Agreement

         and the Ancillary  Agreements;  provided,  however,  nothing  contained
         herein  shall  be   construed  to  prevent  a  party  from   disclosing
         information  related to this Agreement and the Ancillary  Agreements to
         the extent  required by law,  governmental  regulations or the rules of
         the stock exchange(s) upon which such party's  securities are listed or
         registered.

10.6)    Entire Agreement.  This Agreement: (a) constitutes the entire agreement
         between the parties related to the subject matter hereof and supersedes
         all prior agreements and  understandings,  both written and oral, among
         the parties,  with respect to such subject matter;  (b) is not intended
         to confer upon any other persons any rights or remedies hereunder;  and
         (c) shall  inure to the benefit  of, and be binding  upon,  the parties
         hereto and their respective permitted successors and assigns.
 
10.7)    Counterparts.   This   Agreement   may  be  executed  in  one  or  more
         counterparts,  each of which shall be deemed to be an original, but all
         of which shall be considered one and the same instrument.

10.8)    Interpretation.  The  section and article  headings  contained  in this
         Agreement  are for  reference  purposes  only and  shall not in any way
         affect the meaning or interpretation of this Agreement.  This Agreement
         shall be  construed  without  regard to any  presumption  or other rule
         requiring  construction hereof against the party causing this Agreement
         to be drafted.

10.9)    Notices.  All notices hereunder shall be deemed given if in writing and
         delivered   personally  or  sent  by  telecopy  (with  confirmation  of
         transmission)  or certified  mail  (return  receipt  requested)  to the
         parties at the following addresses (or at such other addresses as shall
         be specified by like notice):


(a)      if to Seller:

                  DAVOL, INC.
                  100 Sockanossett Crossroad
                  Cranston, Rhode Island 02920

         with a copy to:

                  C.R. BARD, INC.
                  730 Central Avenue
                  Murray Hill, New Jersey 07974
                  Attn: General Counsel


(b)      if to Buyer:

                  CONMED Corporation
                  310 Broad Street
                  Utica, New York 13501
                  Attention:  Eugene R. Corasanti, President

         Any party may  change  the  above-specified  recipient  and/or  mailing
address by notice to the other party given in the manner herein prescribed.  All
notices  shall be deemed  given on the day when  actually  delivered as provided
above (if  delivered  personally  or by telecopy) or on the second  business day
after date postmarked (if delivered by mail).

10.10)   Governing Law. This Agreement shall be governed by, and interpreted and
         construed  in  accordance  with,  the laws of the  State  of New  York,
         without reference to the conflict of law principles thereof,  provided,
         however,  that the Bill of Sale  shall be  governed  by the laws of the
         State of Kansas,  without  reference to the conflict of law  principles
         thereof.

10.11)   Illegality.  In case any provision in this Agreement  shall be invalid,
         illegal or unenforceable,  the validity, legality and enforceability of
         the remaining  provisions  shall not in any way be affected or impaired
         thereby.

             

 [THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]





         IN WITNESS WHEREOF, this Agreement has been signed on behalf of each of
the parties hereto as of the date first above written.

                                            DAVOL INC.

                                            By:_________________________________
                                                Its_____________________________

                                            CONMED CORPORATION

                                            By:_________________________________
                                                Its____________________________



                                    AMENDMENT

         THIS AMENDMENT, made this day of June, 1997, by and between Davol Inc.,
a  Delaware  corporation,   having  its  principal  place  of  business  at  100
Sockanossett Crossroad, Cranston, Rhode Island 02920 (hereinafter referred to as
"Seller") and CONMED Corporation,  a New York corporation,  having its principal
place of  business  at 310 Broad  Street,  Utica,  New York  13501  (hereinafter
referred to as "Buyer").

                                   WITNESSETH:

         WHEREAS,  Seller  and  Buyer  entered  into a  certain  asset  purchase
agreement  dated  May  28,  1997  (hereinafter  referred  to  as  the  "Purchase
Agreement") pursuant to which Seller agreed to sell to Buyer and Buyer agreed to
purchase  from  Seller  the  "Purchased  Assets"  as  defined  in  the  Purchase
Agreement, and

         WHEREAS,  Seller  inadvertently  failed to  include on Exhibit A to the
Purchase Agreement a number of items, and

         WHEREAS,  Seller  and Buyer  are  mutually  desirous  of  amending  the
Purchase Agreement.

         NOW  THEREFORE,  for good and valuable  consideration,  the receipt and
legal sufficiency of which is acknowledged by the execution and delivery of this
instrument,  Seller and Buyer  hereby  agree to the entry of  amendments  to the
Purchase Agreement as follows:

1.       Exhibit A is hereby amended to include the following: (i) bulk Yankauer
         suction instruments product code numbers 0934870,  0934880, 0934970 and
         0934980,  and (ii) bulk non-sterile 9' x 3/16" tube without  connector,
         product code number 9036760.

2.       Section  2.3(a) of the  Purchase  Agreement  is hereby  deleted  in its
         entirety and the following is hereby substituted in its stead:

         Closing and Closing Date. The Closing of the transactions  contemplated
         by this  Agreement  (the  "Closing")  shall take  place at 730  Central
         Avenue,  Murray Hill,  New Jersey on July 1, 1997 (the "Closing  Date")
         and the Closing shall be deemed to be effective  upon  confirmation  by
         Seller of receipt of the wire transfer referred to in Section 2.3(b).

3.       Article III of the Purchase Agreement is hereby amended by adding a new
         Section 3.22 as follows:

         Cessation of Sales - Neither  Seller nor any  Affiliate of Seller shall
         sell any Product to any third party after 11:59 P.M. on June 30, 1997.

4.       Other than as amended  hereby all terms and  conditions of the Purchase
         Agreement shall remain in full force and effect.

5.       The amendments contained herein shall be retroactive to May 28, 1997.

         IN WITNESS WHEREOF,  the respective parties have caused this instrument
to be  executed  by their  respective  duly  authorized  officers  on the  dates
indicated below.

                                                     Davol Inc.

                                                     By:________________________

                                                     Title:_____________________

                                                     Dated:_____________________

                                                     CONMED Corporation

                                                     By:________________________

                                                     Title:_____________________

                                                     Dated:_____________________



                                SECOND AMENDMENT

         THIS AMENDMENT,  made this 1st day of July,  1997, by and between Davol
Inc.,  a Delaware  corporation,  having its  principal  place of business at 100
Sockanossett Crossroad, Cranston, Rhode Island 02920 (hereinafter referred to as
"Seller") and CONMED Corporation,  a New York corporation,  having its principal
place of  business  at 310 Broad  Street,  Utica,  New York  13501  (hereinafter
referred to as "Buyer").

                                   WITNESSETH:

         WHEREAS,  Seller  and  Buyer  entered  into a  certain  asset  purchase
agreement dated May 28, 1997,  which  agreement was amended by instrument  dated
June 20, 1997 (hereinafter  referred to as the "Purchase Agreement") pursuant to
which Seller  agreed to sell to Buyer and Buyer  agreed to purchase  from Seller
the "Purchased Assets", as defined in the Purchase Agreement, and

         WHEREAS,  Seller  inadvertently  failed to include a number of items on
Schedule 1.34(a) to the Purchase Agreement, and

         WHEREAS,  Seller  and Buyer  are  mutually  desirous  of  amending  the
Purchase  Agreement to include  such items and are further  desirous of amending
the Purchase Agreement to clarify certain sick pay and vacation pay obligations.

         NOW  THEREFORE,  for good and valuable  consideration,  the receipt and
legal sufficiency of which is acknowledged by the execution and delivery of this
instrument,  Seller and Buyer  hereby  agree to the entry of  amendments  to the
Purchase Agreement as follows:

1.       Capitalized  terms  used but not  defined  herein  shall  have the same
         meaning as set forth in the Purchase Agreement.

2.       Schedule  1.34(a) is hereby amended to include those items set forth on
         Appendix 1 which is attached hereto and incorporated herein.

3.       Notwithstanding  anything to the  contrary  contained  in the  Purchase
         Agreement,  Seller, no later than seven (7) business days following the
         Closing  Date,  shall  pay  directly  to each New Buyer  Employee  that
         accepts   Buyer's  offer  of  employment  on  the  Closing  Date  (each
         hereinafter  referred  to as a  "New  Hire"),  sick  pay  which,  under
         Seller's  current  sick pay  plan,  which  is  incorporated  herein  by
         reference,  has  accrued to but  remains  unused by each such New Buyer
         Employee as of the close of business on June 30, 1997.

4.       Notwithstanding  anything to the  contrary  contained  in the  Purchase
         Agreement,  Buyer hereby expressly assumes all of Seller's vacation and
         vacation pay obligations, applicable to the period June 1, 1997 through
         May 31, 1998,  which,  under Seller's current vacation and vacation pay
         policy,  which is incorporated herein by reference,  has accrued to but
         remains  unused,  as of the close of business on June 30, 1997, by each
         New Buyer Employee who becomes a New Hire.  Seller hereby agrees to pay
         Buyer,  within  sixty  (60) days of the  Closing  Date,  a sum equal to
         one-half of eleven-twelfths of the vacation pay obligations  assumed by
         Buyer under the preceding sentence, which sum shall be calculated based
         upon the June 30, 1997 base salary or hourly wage,  as  applicable,  of
         each New Hire.

5.       Other than as amended  hereby all terms and  conditions of the Purchase
         Agreement shall remain in full force and effect.

6.       The amendments contained herein shall be retroactive to May 28, 1997.

         IN WITNESS WHEREOF,  the respective parties have caused this instrument
to be executed by their respective duly authorized officers on the date and year
first above written.

                                                        Davol Inc.

                                                   By:  /s/William C. Bopp
                                                        ------------------
                                                        William C. Bopp
                                                        Vice-President - Finance

                                                        CONMED Corporation

                                                   By:   _______________________
 
                                                   Title:_______________________


[GRAPHIC-COMPANY LETTERHEAD]



                                                  NEWS RELEASE



May 29, 1997

CONTACT: ROBERT D. SHALLISH, JR.
         (315) 797-8375
         EXT. 2219

FOR RELEASE:   7:00 AM (EDT) May 29, 1997

              CONMED To Acquire Surgical Suction Connecting Tubing
          and Suction Instruments From a Subsidiary of C.R. Bard, Inc. 

         Utica, New York - CONMED CORPORATION (NASDAQ: CNMD) today announced the
signing of an agreement with Davol Inc., a subsidiary of C.R. Bard,  Inc. (NYSE:
BCR)  for  the  acquisition  of  Davol  Inc.'s  Yankauer,   Poole,  Frazier  and
Sigmoidoscopic  and connecting tubing surgical suction  instrument product line.
The products are used  routinely by physicians in surgical  procedures  and have
sales of  approximately  $25 million.  Terms of the purchase were not disclosed.
The Agreement does not include Davol Inc.'s performance irrigation product line.

         Subject  to   clearance   under  the  Hart  Scott   Rodino   Anti-trust
Improvements  Act of 1976,  the  acquisition  is  scheduled to close on June 30,
1997.

         Eugene R. Corasanti, President, Chief Executive Officer and Chairman of
the Board,  said,  "The  purchase of this product line is a fine addition to our
CONMED family of products.  It will fit well with our recently reorganized sales
structure and our medical manufacturing expertise."

         The products are currently  manufactured in facilities of Davol Inc. in
Cranston,  Rhode Island and  Lawrence,  Kansas.  The  production in the Cranston
plant will be moved to CONMED's  Utica  location  while the Lawrence  production
will be continued in the Lawrence facility.

         CONMED   Corporation  is  a  manufacturer  of   electrosurgery,   heart
monitoring and other medical products used primarily in hospital operating rooms
and other critical care areas.  The Company  distributes its products  worldwide
from  manufacturing  and  warehousing  facilities  in Utica and Rome,  New York;
Denver Colorado; Dayton, Ohio and El Paso, Texas.