SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

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

Date of Report (Date of earliest event reported)    October 31, 2002

ICU MEDICAL, INC.

(Exact name of registrant as specified in its charter)

DELAWARE                      0-19974                   33-0022692  
--------                      -------                   ----------  
(State or other jurisdiction    (Commission File Number)      (I.R.S. Employer 
of incorporation)                                        Identification No.)

951 Calle Amanecer, San Clemente, California                        92673
--------------------------------------------                        -----
(Address of principal executive offices)                        (Zip Code)

(949) 366-2183
--------------
Registrant's telephone number, including area code

N/A
---
(Former name or former address, if changed since last report)

ITEM 2.    ACQUISITION AND DISPOSITION OF ASSETS.

On October 31, 2002, ICU Medical, Inc. (the "Company"), pursuant to
an agreement signed on October 29, 2002, acquired the following securities of
Bio-Plexus, Inc. from ComVest Venture Partners, L.P. and other investors
(referred to as "ComVest"):

9,695,961 shares of Common Stock, representing 84% of the
common stock outstanding;

Warrants to purchase 1,294,788 shares of Common Stock at
an exercise price of $2.28 per share;

$2,499,999, 7% Senior Subordinated Non-convertible
Promissory Notes (the "Notes").

The aggregate consideration paid was $6,404,667 for the
Common Stock and warrants and $2,499,999 for the Notes. In addition,
the Company paid Commonwealth Associates, L.P. a termination fee of
$290,879. All consideration was paid in cash from working capital of
the Company.

On November 4, 2002, the Company acquired 99,350 shares of Common
Stock of Bio-Plexus, Inc. from certain shareholders for aggregate consideration
of $65,626, equal to $0.66055 per share, the same price paid to ComVest. All
consideration was paid in cash from working capital of the Company.

On November 7, Bio-Plexus, Inc. issued and sold 3,789,078 shares of
Common Stock of Bio-Plexus, Inc. to the Company in cancellation of the Notes at
the rate of one share for each $0.66055 of indebtedness cancelled.

On November 12, 2002, the Company acquired 99,891 shares of Common
Stock of Bio-Plexus, Inc. from a stockholder for aggregate consideration of
$65,983, equal to $0.66055 per share, the same price paid to ComVest. All
consideration was paid in cash from working capital of the Company.

On November 13, 2002: the Company contributed 13,684,280 shares of
Common Stock of Bio-Plexus, Inc., representing 90.9% of Bio-Plexus, Inc.'s
outstanding Common Stock, to Bio-Plexus Merger Corp., Inc;. a wholly-owned
subsidiary of the Company Bio-Plexus Merger Corp., was merged into Bio-Plexus,
Inc.; the 1,375,415 outstanding shares of Bio-Plexus, Inc. not owned by the
Company became a right to receive $908,599 cash, at a rate of $0.6606 per share;
and Bio-Plexus, Inc. became a wholly-owned subsidiary of the Company. The cash
consideration will be paid from working capital of the Company.

2

Bio-Plexus is engaged in the design, development, manufacture, sale
and licensing of medical products designed to prevent the infection of
healthcare workers through accidental needlesticks. Bio-Plexus's principal
products are blood collection needles, under the PUNCTUR-GUARD(R) name, that are
designed to eliminate exposure to sharp, contaminated needles.

The transaction will be accounted for as a purchase under generally
accepted accounting principles.

Item 7.    Financial Statements, Pro Forma Financial Information and Exhibits
------------------------------------------------------------------

(a)        Financial Statements of Business Acquired

The financial statements of Bio-Plexus, Inc. at December 31, 2001 and
for the three years then ended and the report of independent auditors
are incorporated by reference to Bio-Plexus, Inc.'s Form 10-K filed
with the Securities and Exchange Commission (Commission file number
0-24218) for the year ended December 31, 2001.

The unaudited condensed financial statements of Bio-Plexus, Inc. at
June 30, 2002 and for the six months then ended are incorporated by
reference to Bio-Plexus, Inc.'s Form 10-Q filed with the Securities
and Exchange for the quarter ended June 30, 2002.

(b)        Pro Forma Financial Information

ICU Medical, Inc. and Bio-Plexus, Inc.:

Unaudited Pro Forma Condensed Combined Balance Sheets at June 30,
2002

Unaudited Pro Forma Condensed Combined Consolidated Statements of
Operations for the Year Ended December 31, 2001

Unaudited Pro Forma Condensed Combined Consolidated Statements of
Operations for the Six Months Ended June 30, 2002.

(c)        Exhibits

2.1       Securities Purchase Agreement.(1)

2.2       Note Purchase Agreement.(1)

23.1      Consent of Independent Public Accountants

99.1      Financial Statements of Bio-Plexus, Inc. at December 31,
2001 and the three years then ended

3

Report of Independent Accountants
Balance Sheets at December 31, 2001 and 2000

Statements of Operations for the years ended December 31,
2001, 2000 and 1999

Statements of Changes in Shareholders' Equity (Deficit)
for the years ended December 31, 2001, 2000 and 1999

Statements of Cash Flows for the years ended December 31,
2001, 2000 and 1999

Notes to Financial Statements

99.2      Condensed Financial Statements of Bio-Plexus, Inc. at June
30, 2002 and for the three and six months then ended

Condensed Balance Sheets at June 30, 2002 (unaudited) and
December 31, 2001

Condensed Statements of Operations (unaudited) for the
three months ended June 30, 2002 and 2001

Condensed Statements of Operations (unaudited) for the six
months ended June 30, 2002 and 2001

Condensed Statements of Cash Flows (unaudited) for the six
months ended June 30, 2002 and 2001

Notes to Condensed Financial Statements (unaudited)

99.3       Press Release dated October 30, 2002.(2)

99.4       Press Release dated November 1, 2002

(1) Filed as an Exhibit to Registrant's Schedule 13D dated November
12, 2002 and incorporated herein by reference.

(2) Filed as an Exhibit to Registrant's Current Report on Form 8-K
dated October 31, 2002 and incorporated herein by reference.

4

UNAUDITED PRO FORMA CONDENSED COMBINED
CONSOLIDATED FINANCIAL STATEMENTS

The following unaudited pro forma condensed combined consolidated balance sheet
as of June 30, 2002 and the unaudited pro forma condensed combined statements of
operations for the year ended December 31, 2001 and the six months ended June
30, 2002 are based on our historical financial statements and those of
Bio-Plexus after giving effect to the purchase of Bio-Plexus by us and the
assumptions and adjustments described in the accompanying notes to the unaudited
pro forma condensed combined consolidated financial statements.

The unaudited proforma condensed combined balance sheet is presented to give
effect to the purchase as if it occurred on June 30, 2002. The unaudited
proforma condensed combined statements of operations is presented as if the
purchase had occurred on January 1, 2001.

Under the purchase method of accounting, the total estimated purchase price is
allocated to net tangible and intangible assets of Bio-Plexus, based on their
fair values on the date of the purchase. Independent valuation specialists may
assist us in determining fair values of those assets. The fair values reflected
in the unaudited pro forma condensed combined financial statements are our
preliminary estimates. Final determination of those values will be made before
completion of our December 31, 2002 consolidated financial statements.

Further, the unaudited pro forma condensed combined consolidated balance sheet
includes certain adjustments and liabilities related to the integration of us
and Bio-Plexus, and there may be additional adjustments and liabilities
identified as we make further progress in integration planning. However,
liabilities for severance and other costs related to Bio-Plexus employees and
costs, if any, related to exiting certain Bio-Plexus activities would affect
amounts in the pro forma financial statements. The unaudited pro forma condensed
combined consolidated statements of operations do not reflect any pro forma
effect of expense reductions for portions of the periods before they were
actually achieved by Bio-Plexus, nor do they reflect the effect of expense
reductions that we expect to implement as part of the integration of
Bio-Plexus's operations with our operations. Further, the pro forma condensed
combined consolidated financial statements also do not include the effects of
tax positions available to us or the use of any of Bio-Plexus's tax loss
carryforwards.

The unaudited pro forma condensed combined consolidated financial statements
should be read in conjunction with our historical consolidated financial
statements and accompanying notes filed with the Securities and Exchange
Commission and the financial statements of Bio-Plexus filed with the Securities
and Exchange Commission and incorporated herein by reference.

5

The unaudited pro forma condensed combined consolidated financial statements are
not intended to represent or be indicative of the consolidated results of
operations or financial position that we would have reported had the purchase of
Bio-Plexus occurred on the dates presented, and should not be taken as
representative of our future consolidated results of operations or financial
position.

6

ICU MEDICAL, INC. AND BIO-PLEXUS, INC
Unaudited Pro Forma Condensed Combined Consolidated Balance Sheets
June 30, 2002
(all dollar amounts in thousands except share data)

ASSETS

Historical                                     
----------------------------------     Pro Forma         Pro Forma
ICU Medical, Inc. Bio-Plexus, Inc.     Adjustments        Combined
----------------- ---------------- ------------------- --------------

CURRENT ASSETS:
Cash and cash equivalents                             $   1,590        $   2,325       $    (178)(a)      $   3,737   
Liquid investments                                       86,126               --          (9,946)(a)         76,180   
----------       ----------      ----------         ----------  
Cash and liquid investments                        87,716            2,325         (10,124)            79,917   

Accounts receivable, net                                 16,554              785              --             17,339   
Inventories                                               3,399            1,721              --              5,120   
Prepaid expenses and other                                1,365              174              --              1,539   
Deferred income taxes - current portion                   2,113               --              --              2,113   
----------       ----------      ----------         ----------  
Total current assets                           111,147            5,005         (10,124)           106,028   
----------       ----------      ----------         ----------  

PROPERTY AND EQUIPMENT, net                                     27,164            7,317          (3,629)(b)         30,852   
DEFERRED INCOME TAXES                                              963               --            (222)(f)            741   
AMORTIZABLE INTANGIBLE ASSETS                                       --              419           4,306 (c)          4,725   
OTHER ASSETS                                                       776              316            (316)(d)            776   
----------       ----------      ----------         ----------  
$ 140,050        $  13,057          (9,985)           143,122   
==========       ==========      ==========         ==========  

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:                                                                                                         
Current portion of long-term debt                       $      --        $      63       $      --          $      63   
Accounts payable                                            2,783              602                              3,385   
Accrued liabilities                                         6,598              208           1,032 (e)          7,838   
----------       ----------      ----------         ----------  
Total current liabilities                        9,381              873           1,032             11,286   
----------       ----------      ----------         ----------  

LONG-TERM DEBT                                                      --            3,667          (2,500)(d)          1,167   

STOCKHOLDERS' EQUITY:                                                                                                        
Preferred stock                                                                                                         
Common stock                                                1,387               12             (12)(h)          1,387   
Additional paid-in capital                                 58,749           99,234         (99,234)(h)         58,749   
Retained earnings                                          70,533          (90,729)         90,729 (h)         70,533   
----------       ----------      ----------         ----------  
Total stockholders' equity                     130,669            8,517          (8,517)           130,669   
----------       ----------      ----------         ----------  
$ 140,050        $  13,057       $  (9,985)         $ 143,122   
==========       ==========      ==========         ==========  

The accompanying notes are an integral part of these pro forma condensed
combined consolidated financial statements.

7

ICU MEDICAL, INC.AND BIO-PLEXUS, INC.
Unaudited Pro Forma Condensed Combined Consolidated Statements of Operations
For the Year Ended December 31, 2001
(all dollar amounts in thousands except share and per share data)

Historical                   Pro Forma            Pro Forma
ICU Medical, Inc. Bio-Plexus, Inc.      Adjustments            Combined
----------------- ----------------     -------------        -------------

NET SALES                                                      $     69,055     $      6,371                --         $     75,426
COST OF GOODS SOLD                                                   28,932            4,343      $       (372)(b)           32,903

-------------    -------------     -------------        -------------
Gross profit                                                  40,123            2,028               372               42,523
-------------    -------------     -------------        -------------

OPERATING EXPENSES:                                                                                               
Selling, general and administrative                              16,816            6,323               606 (c)           23,745
Research and development                                          1,188            1,538                --                2,726

-------------    -------------     -------------        -------------
Total operating expenses                                      18,004            7,861               606               26,471
-------------    -------------     -------------        -------------

Income from operations                                        22,119           (5,833)             (234)              16,052

INVESTMENT INCOME                                                     1,988               66                --                2,054
FINANCING EXPENSE                                                        --             (917)              801 (g)             (116)
-------------    -------------     -------------        -------------

Income (loss) before income taxes and reorganization costs           24,107           (6,684)              567               17,990

REORGANIZATION COSTS                                                     --            3,377            (3,377)(i)               --
PROVISION FOR INCOME TAXES                                            8,720               --               221 (j)            8,941
-------------    -------------     -------------        -------------

NET INCOME (LOSS)                                              $     15,387     $    (10,061)     $      3,723         $      9,049
=============    =============     =============        =============

NET INCOME PER SHARE                                                                                              
Basic                                                   $       1.20      ($      1.65)                         $       0.70
Diluted                                                 $       1.06      ($      1.65)                         $       0.63
=============     =============                         =============

WEIGHTED AVERAGE NUMBER OF SHARES                                                                                 
Basic                                                     12,840,556        6,081,913                             12,840,556
Diluted                                                   14,454,087        6,081,913                             14,454,087
=============     =============                         =============

The accompanying notes are an integral part of these pro forma condensed
combined consolidated financial statements.

8

ICU MEDICAL, INC.AND BIO-PLEXUS, INC.
Unaudited Pro Forma Condensed Combined Consolidated Statements of Operations
For the Six Months Ended June 30, 2002
(all dollar amounts in thousands except share and per share data)

Historical                             
------------------------------------         Pro Forma              Pro Forma      
ICU Medical, Inc.   Bio-Plexus, Inc.        Adjustments             Combined
-----------------  -----------------       -------------          ------------

NET SALES                                       $     43,573       $      3,950                  --           $     47,523
COST OF GOODS SOLD                                    17,888              2,407        $       (307) (b)            19,988

-------------      -------------       -------------          -------------
Gross profit                                   25,685              1,543                 307                 27,535
-------------      -------------       -------------          -------------

OPERATING EXPENSES:                                                                                     
Selling, general and administrative               10,655              2,819                 302  (c)            13,776
Research and development                             649                509                  --                  1,158

-------------      -------------       -------------          -------------
Total operating expenses                       11,304              3,328                 302                 14,934
-------------      -------------       -------------          -------------

Income from operations                         14,381             (1,785)                  5                 12,601

INVESTMENT INCOME                                        740                 13                  --                    753
FINANCING EXPENSE                                         --                (67)                  9  (g)               (58)
-------------      -------------       -------------          -------------

Income (loss)  before income taxes             15,121             (1,839)                 14                 13,296

PROVISION FOR INCOME TAXES                             5,600                 --                   5  (j)             5,605
-------------      -------------       -------------          -------------

NET INCOME (LOSS)                               $      9,521       $     (1,839)       $          9           $      7,691
=============      =============       =============          =============

NET INCOME PER SHARE                                                                                    
Basic                                    $       0.70        ($      0.16)                             $       0.56
Diluted                                  $       0.62        ($      0.16)                             $       0.50
=============       =============                             =============

WEIGHTED AVERAGE NUMBER OF SHARES                                                                       
Basic                                      13,616,595         11,559,482                                 13,616,595
Diluted                                    15,234,707         11,559,482                                 15,234,707
=============       =============                             =============

The accompanying notes are an integral part of these pro forma condensed
combined consolidated financial statements.

9

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED CONSOLIDATED FINANCIAL
STATEMENTS

1.         BASIS OF PRO FORMA PRESENTATION

On October 31, 2002, ICU Medical, Inc. (the "Company"), pursuant to an agreement
signed on October 29, 2002, acquired the following securities of Bio-Plexus,
Inc. from ComVest Venture Partners, L.P. and other investors (referred to as
"ComVest"):

9,695,961 shares of Common Stock, representing 84% of the
common stock outstanding

Warrants to purchase 1,294,788 shares of Common Stock at
an exercise price of $2.28 per share;

$2,499,999, 7% Senior Subordinated Non-convertible
Promissory Notes (the "Notes").

The aggregate consideration paid was $6,404,667 for the
Common Stock and warrants and $2,499,999 for the Notes. In addition,
the Company paid Commonwealth Associates, L.P. a termination fee of
$290,879. All consideration was paid in cash from working capital of
the Company.

On November 4, 2002, the Company acquired 99,350 shares of Common
Stock of Bio-Plexus, Inc. from certain shareholders for aggregate consideration
of $65,626, equal to $0.66055 per share, the same price paid to ComVest. All
consideration was paid in cash from working capital of the Company.

On November 7, Bio-Plexus, Inc. issued and sold 3,789,078 shares of
Common Stock of Bio-Plexus, Inc. to the Company in cancellation of the Notes at
the rate of one share for each $0.66055 of indebtedness cancelled.

On November 12, 2002, the Company acquired 99,891 shares of Common
Stock of Bio-Plexus, Inc. from a stockholder for aggregate consideration of
$65,983, equal to $0.66055 per share, the same price paid to ComVest. All
consideration was paid in cash from working capital of the Company.

On November 13, 2002: the Company contributed 13,684,280 shares of
Common Stock of Bio-Plexus, Inc., representing 90.9% of Bio-Plexus, Inc.'s
outstanding Common Stock, to Bio-Plexus Merger Corp., Inc;. a wholly-owned
subsidiary of the Company Bio-Plexus Merger Corp., was merged into Bio-Plexus,
Inc.; the 1,375,415 outstanding shares of Bio-Plexus, Inc. not owned by the
Company became a right to receive $908,599 cash, at a rate of $0.6606 per share;
and Bio-Plexus, Inc. became a wholly-owned subsidiary of the Company. The cash
consideration will be paid from working capital of the Company.

10

The transaction will be accounted for as a purchase under generally
accepted accounting principles.

The estimated total purchase price of Bio-Plexus, Inc. is as follows 
(in thousands):

Payment to ComVest for common stock and Notes                $ 8,905
Payment to other common stockholders                           1,041
Estimated transaction costs                                      505
Estimated integration costs, principally employee severance      527
--------
Total estimated purchase price                               $10,978
========

Under the purchase method of accounting, the total estimated purchase price as
shown in the table above is allocated to net tangible and intangible assets of
Bio-Plexus, based on their fair values on the date of the purchase. Independent
valuation specialists may assist the Company in determining fair values of those
assets. The fair values reflected in the unaudited pro forma condensed combined
financial statements are preliminary estimates by the Company and are subject to
material change. Final determination of those values will be made before
completion of the Company's December 31, 2002 consolidated financial statements.
Based on the preliminary estimates by the Company, the estimated purchase price
is allocated as follows:

Net tangible assets                                           $ 6,475
Amortizable intangible assets                                   4,725
Reduction of net deferred tax asset                             (222)
-------
Total estimated purchase price allocation                     $10,978
=======

The depreciation and amortization adjustments related to the differences between
the amounts of the estimated purchase price allocation and the amounts in
Bio-Plexus's historical financial statements are reflected as pro forma
adjustments in the pro forma condensed combined consolidated statement of
operations.

Amortizable intangible assets consist principally of amounts allocated to the
estimated future value of royalty agreements ($2,487) and the estimated value of
Bio-Plexus's patents ($2,063). The balance relates to customer contracts and
trademarks.

1.         PRO FORMA ADJUSTMENTS

Pro forma adjustments are necessary to reflect the differences between the
historical book values in Bio-Plexus's financial statements and the estimated
amounts allocated in the purchase price allocation, and the related effects on
depreciation and amortization.

The pro forma combined provision for income taxes does not reflect the amounts
that would have resulted if Bio-Plexus had been included on our consolidated
income tax returns for the periods presented. Further, it does not include any
benefit from the utilization of Bio-Plexus's net operating loss carryforward;
the annual utilization of such loss carryforwards for federal income tax

11

purposes is limited to the fair market value of Bio-Plexus immediately preceding
the change in ownership by the long-term, tax-exempt rate prescribed by the
Internal Revenue Service. We have not yet completed the calculation of the
annual limitation, but preliminarily expect that it will be less than $200. Any
benefit realized will be allocated to amortizable intangible assets until they
are reduced to zero, and then to reduce income tax expense.

The purchase price allocation could be affected by tax positions that we may
take that are still being evaluated.

The unaudited pro forma condensed combined consolidated balance sheets include
certain adjustments and liabilities related to the integration of us and
Bio-Plexus, and there may be additional adjustments and liabilities identified
as we make further progress in integration planning. However, liabilities for
severance and other costs related to Bio-Plexus employees and costs, if any,
related to exiting certain Bio-Plexus activities would affect amounts in the pro
forma financial statements.

The pro forma adjustments are as follows:

(a)        Adjustment to reflect cash purchase price, and the payment
of $178,000 by Bio-Plexus to acquire shares of its Common
Stock from certain stockholders.
(b)        Adjustment to record the difference between the
preliminary estimate of fair value and historical amounts
of Bio-Plexus's property, plant and equipment, and the
resulting adjustment to depreciation.
(c)        Adjustment to record the difference between the
preliminary estimate of fair value and historical amounts
of Bio-Plexus's intangible assets, and the resulting
adjustment to amortization.
(d)        Adjustment to eliminate debt retired at the time of the
acquisition and related deferred debt costs. (e)
Adjustment to reflect estimated transaction costs and
integration costs (f) Adjustment to reflect reduction in
net deferred tax assets related to the pro forma
adjustments.
(g)        Adjustment to eliminate all debt expense except that
related to a mortgage on Bio-Plexus's building and capital
leases. All other debt had been previously retired at the
time Bio-Plexus was reorganized under Chapter 11 of the
Bankruptcy Code, or was retired as part of our acquisition
of Bio-Plexus.
(h)        Adjustment to eliminate stockholders' equity accounts of
Bio-Plexus
(i)        Adjustment to eliminate non-recurring charge related to
Bio-Plexus's reorganization under Chapter 11 of the
Bankruptcy Code 
(j)        Pro forma income tax effect of the pro forma adjustments.

12

SIGNATURES

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

Date:  November 13, 2002

ICU MEDICAL, INC.

/s/ Francis J. O'Brien
----------------------
Francis J. O'Brien
Secretary, Treasurer and
Chief Financial Officer

13

Exhibit 23.1

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent public accountants, we hereby consent to the incorporation of our
report dated February 1, 2002 included in the Form 10-K of Bio-Plexus, Inc.,
into the previously filed Form S-8 Registration Statement File No. 33-49822 of
ICU Medical, Inc. It should be noted that we have not audited any financial
statements of Bio-Plexus Inc. subsequent to December 31, 2001 or performed any
audit procedures subsequent to the date of our report.

/s/ Mahoney Sabol & Company, LLP
--------------------------------
MAHONEY SABOL & COMPANY, LLP
Hartford, Connecticut
November 11, 2002

Exhibit 99.1

REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors and Shareholders
of Bio-Plexus, Inc.

We have audited the balance sheets of Bio-Plexus, Inc. as of December
31, 2001 and 2000 and the related statements of operations, shareholders' equity
(deficit) and cash flows for each of the three years ended December 31, 2001.
These financial statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial statements based
on our audits.

We conducted our audits in accordance with auditing standards
generally accepted in the United States of America. Those standards require that
we plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free from material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, and evaluating the
overall financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, such financial statements present fairly, in all
material respects, the financial position of Bio-Plexus, Inc. as of December 31,
2001 and 2000, and the results of its operations, and its cash flows for each of
the three years ended December 31, 2001 in conformity with accounting principles
generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming the
Company will continue as a going concern. As discussed in Note 1 to the
financial statements, the Company has suffered recurring losses from operations,
and will require additional capital in 2002 to fund continuing operations. These
items raise substantial doubt about the Company's ability to continue as a going
concern through December 31, 2002. Management's plans in regards to these
matters are also described in Note 1. The financial statements do not include
any adjustments that might result from the outcome of this uncertainty.

/s/ Mahoney Sabol & Company, LLP
--------------------------------
MAHONEY SABOL & COMPANY, LLP

Hartford, Connecticut
February 1, 2002

1

BIO-PLEXUS, INC.

BALANCE SHEETS

DECEMBER 31,       DECEMBER 31,
2001               2000
-------------      -------------

ASSETS

Current assets:
Cash ................................................      $    953,000       $  4,003,000
Accounts receivable, net ............................           352,000            516,000
Royalty receivables .................................           163,000                 --
Inventories:
Raw materials ................................         1,015,000          1,379,000
Work-in-process ..............................           360,000             36,000
Finished goods ...............................           338,000          1,634,000
-------------      -------------
1,713,000          3,049,000
Other current assets ....................................           201,000            127,000
-------------      -------------
Total current assets ...............         3,382,000          7,695,000
-------------      -------------
Fixed assets, net (Note 4) ..............................         7,839,000          7,845,000
Deferred debt financing expenses, net of amortization ...                --          1,017,000
Patents, net of amortization ............................           432,000            415,000
-------------      -------------
$ 11,653,000       $ 16,972,000
=============      =============

LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)
Current liabilities:
Current portion of long-term debt (Note 5) ..........      $     60,000       $     52,000
Accounts payable and accrued expenses ...............           353,000          1,129,000
Deferred revenue ....................................            49,000                 --
Accrued vacation ....................................            35,000            122,000
Other accrued employee costs ........................            22,000            282,000
-------------      -------------
Total current liabilities ..........           519,000          1,585,000
-------------      -------------
Long-term debt, net (Note 5) ............................         1,199,000         17,806,000
-------------      -------------

Shareholders' equity (deficit) (Note 7):
Common stock, $.001 par value, 25,000,000 authorized,
11,577,991 shares issued and outstanding .....            12,000                 --
Common stock, no par value, 4,000,000 authorized,
1,488,723 shares issued and outstanding ......                --         76,412,000
Paid-in-capital .........................................        99,321,000                 --
Deferred compensation, net ..............................          (508,000)                --
Accumulated deficit .....................................       (88,890,000)       (78,831,000)
-------------      -------------
Total shareholders' equity (deficit)         9,935,000         (2,419,000)
-------------      -------------
$ 11,653,000       $ 16,972,000
=============      =============

See accompanying summary of significant
accounting policies and notes to financial statements.

2

BIO-PLEXUS, INC.

STATEMENTS OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31,
-------------------------------
2001               2000               1999
-------------      -------------      -------------

Revenue:
Product .........................................      $  5,565,000       $  4,693,000       $  5,498,000
Services (Note 10) ..............................           322,000            234,000          1,526,000
Royalties (Note 10) .............................           484,000             68,000                 --
-------------      -------------      -------------
Total revenue ....................         6,371,000          4,995,000          7,024,000
-------------      -------------      -------------

Costs and expenses:
Product .........................................         3,640,000          2,450,000          3,754,000
Services ........................................           163,000             35,000             87,000
Pre-production manufacturing ....................           540,000                 --                 --
Research and development ........................         1,538,000          1,453,000          1,379,000
Selling, general and administrative .............         6,323,000          7,404,000          4,670,000
-------------      -------------      -------------
Total operating costs and expenses        12,204,000         11,342,000          9,890,000
-------------      -------------      -------------
Operating Loss ........................................        (5,833,000)        (6,347,000)        (2,866,000)
-------------      -------------      -------------
Financing Expenses:
Amortization of deferred debt financing .........            63,000            333,000            266,000
Other financing expense (Note 5) ................           854,000          4,347,000          2,158,000
Other income ....................................           (66,000)          (301,000)           (57,000)
-------------      -------------      -------------
Total financing expenses .........           851,000          4,379,000          2,367,000
-------------      -------------      -------------
Loss before reorganization costs ......................        (6,684,000)       (10,726,000)        (5,233,000)

Reorganization costs ..................................         3,377,000                 --                 --

Net loss ..............................................      $(10,061,000)      $(10,726,000)      $ (5,233,000)
-------------      -------------      -------------
Net loss (basic and diluted) per common share .........      $      (1.65)      $      (7.30)      $      (3.86)
=============      =============      =============
Weighted average common shares outstanding ............         6,081,913          1,469,551          1,354,092
=============      =============      =============

See accompanying summary of significant
accounting policies and notes to financial statements.

3

BIO-PLEXUS, INC.

STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (DEFICIT)

COMMON STOCK                               DEFERRED                  
----------------------------       PAID-IN-     COMPENSATION,    ACCUMULATED
SHARES          AMOUNT          CAPITAL          NET            DEFICIT         TOTAL
-------------   -------------   -------------   -------------   -------------   -------------

Balance--December 31, 1998 ....      1,279,316    $ 65,349,000    $         --    $         --    $(62,872,000)   $  2,477,000
Exercise of stock options .....          3,292          89,000              --              --              --          89,000
Cash proceeds from sale .......         54,956       1,100,000              --              --              --       1,100,000
Board of Directors' fees ......          1,738          43,000              --              --              --          43,000
Conversion of notes payable ...         54,475       1,467,000              --              --              --       1,467,000
Conversion of warrants ........         14,604              --              --              --              --              --
Warrants issued with debt .....                      3,785,000              --              --                       3,785,000
Net loss ......................             --              --                                      (5,233,000)     (5,233,000)
-------------   -------------   -------------   -------------   -------------   -------------
Balance--December 31, 1999 ....      1,408,381      71,833,000              --              --     (68,105,000)      3,728,000
Exercise of stock options .....          4,495         115,000              --              --              --         115,000
Cash proceeds from sale .......         25,000         750,000              --              --              --         750,000
Board of Directors' fees ......          1,886          40,000              --              --              --          40,000
Conversion of notes payable ...         48,961       1,333,000              --              --              --       1,333,000
Warrants issued with debt .....             --       2,192,000              --              --              --       2,192,000
Expiration of Redeemable
Common Stock Warrants .....             --         149,000              --              --              --         149,000
Net loss ......................             --              --                                     (10,726,000)    (10,726,000)
-------------   -------------   -------------   -------------   -------------   -------------
Balance--December 31, 2000 ....      1,488,723      76,412,000              --              --    $(78,831,000)   $ (2,419,000)
Board of Directors' fees ......          1,319          18,000              --              --                          18,000
Fresenius common stock purchase         10,174          79,000              --              --                          79,000
Reclass old common stock
balance to paid-in-capital              --     (76,499,000)     76,499,000              --              --              --
Conversion of notes payable and
cash proceeds from sale ...      9,815,284           1,000      22,223,000              --              --      22,224,000
Net shares issued in connection
with restricted stock plan
including deferred
compensation and
amortization ..............        262,400              --         599,000        (508,000)             --          91,000
Net loss ......................                                                                    (10,061,000)    (10,061,000)
Rounding ......................             91           1,000              --              --           2,000           3,000
-------------   -------------   -------------   -------------   -------------   -------------
Balance--December 31, 2001 ....     11,577,991    $     12,000    $ 99,321,000    $   (508,000)   $(88,890,000)   $  9,935,000
=============   =============   =============   =============   =============   =============

See accompanying summary of significant
accounting policies and notes to financial statements.

4

BIO-PLEXUS, INC.

STATEMENTS OF CASH FLOWS

FOR THE YEAR ENDED DECEMBER 31,
-------------------------------
2001           2000            1999
-------------  -------------  -------------

CASH FLOWS FROM OPERATING ACTIVITIES
Loss before reorganization costs ......................................  $ (6,684,000)  $(10,726,000)  $ (5,233,000)
Adjustments to reconcile loss before reorganization
costs to net cash used in operating activities:
Depreciation and amortization ...................................       907,000        546,000        552,000
Recognition of stock-based compensation (Note 8) ................        92,000             --             --
Write-down of equipment to net realizable value (Note 4).........            --         60,000        280,000
Amortization of deferred debt financing expenses ................        63,000        333,000        266,000
Amortization of debt discount ...................................       114,000      2,364,000      1,747,000
Reorganization cost payments ....................................      (636,000)            --             --
Decrease (increase) in assets:
Accounts receivable, net and royalty receivables............         1,000        392,000       (344,000)
Inventories ................................................     1,336,000       (787,000)      (238,000)
Other current assets .......................................       (74,000)        49,000             --
Increase (decrease) in liabilities:
Accounts payable and accrued expenses ......................      (776,000)       288,000        275,000
Accrued vacation & other accrued employee costs ............      (347,000)       (24,000)        19,000
Accrued product replacement costs ..........................            --             --       (222,000)
Deferred revenue (Note 10) .................................        49,000                      (875,000)
Other, net ......................................................        18,000        290,000       (188,000)
-------------  -------------  -------------
Net cash used in operating activities ......................    (5,937,000)    (7,215,000)    (3,961,000)
-------------  -------------  -------------

CASH FLOWS FROM INVESTING ACTIVITIES
Purchases and construction of fixed assets, net .......................      (868,000)    (4,040,000)      (536,000)
Long-term investment ..................................................            --             --        627,000
Cost of patents .......................................................       (49,000)      (107,000)      (103,000)
-------------  -------------  -------------
Net cash used in investing activities ......................      (917,000)    (4,147,000)       (12,000)
-------------  -------------  -------------

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from sale of common stock (Note 5) ...........................     2,895,000        750,000      1,100,000
Proceeds from exercise of common stock options ........................            --        115,000         91,000
Accretion of accrued interest .........................................       937,000      1,721,000             --
Proceeds from long-term debt ..........................................            --      9,900,000      2,060,000
Payments of deferred financing costs ..................................            --       (885,000)            --
Increase in notes payable .............................................        27,000      3,850,000      2,750,000
Proceeds from sale and leaseback ......................................            --             --        137,000
Repayments of long-term debt ..........................................       (55,000)      (953,000)    (1,833,000)
-------------  -------------  -------------
Net cash provided by financing activities ..................     3,804,000     14,498,000      4,305,000
-------------  -------------  -------------
Net increase (decrease) in cash ............................    (3,050,000)     3,136,000        332,000
Cash, beginning of period ..................................     4,003,000        867,000        535,000
-------------  -------------  -------------
Cash, end of period ........................................  $    953,000   $  4,003,000   $    867,000
=============  =============  =============
Supplemental cash flow disclosures:
Cash payments of interest (net of amounts capitalized)             $    134,000   $    382,000   $    412,000
Cash payments of income taxes ...................................         2,000          1,000          4,000
Debt discount ...................................................            --      2,192,000      1,900,000
Surrender of debt upon conversion to equity .....................    19,408,000      1,333,000      1,467,000
Non-cash reorganization costs ...................................     2,741,000             --             --

See accompanying summary of significant accounting policies and notes to
financial statements.

5

BIO-PLEXUS, INC.

NOTES TO FINANCIAL STATEMENTS
BIO-PLEXUS, INC.

1.         FORMATION AND OPERATIONS OF THE COMPANY

Bio-Plexus, Inc. (the "Company") was incorporated in Connecticut on
September 4, 1987 and subsequently re-incorporated as a Delaware company on July
18, 2001 (pursuant to a merger agreement entered into pursuant to the Plan of
Reorganization). The Company was formed for the purpose of the design,
development, manufacture, sale and license of medical products. The Company's
operations consist of two business segments: Safety Medical Products and
Accessories and Joint Venture Design and Development.

The products included in the Company's Safety Medical Products and
Accessories segment include safety blood collection needles, needle holders, and
needle disposal containers. The Company sells its products to hospitals, medical
centers, and certain distributors both domestically and internationally. Since
its inception, the Company has devoted substantially all of its efforts to the
development and marketing of a series of safety blood collection needles and
accessories marketed under the Punctur-Guard(R) trademark, the development of
licensing agreements, and the development and construction of needle assembly
systems used to manufacture the Punctur-Guard(R) needles. The Company has funded
its operating losses since inception through loans and the sale of debt and
equity securities.

The Joint Venture Design and Development segment includes all
contract design and development revenue and associated costs resulting from
joint ventures and strategic partnerships with other healthcare companies. The
primary source of these revenues has been the development contract with Johnson
& Johnson Medical ("JJM") for the design and development of a new safety I.V.
catheter, which was introduced to the market by JJM in late 2000 (See Note 10).

REORGANIZATION AND EMERGENCE FROM CHAPTER 11 AND GOING CONCERN

On April 4, 2001 (the "Petition Date") the Company filed a voluntary
petition for relief under Chapter 11 of the United States Code (the "Bankruptcy
Code") with the United States Bankruptcy Court for the District of Connecticut
(the "Bankruptcy Court"). As of the Petition Date, the Company commenced
operating its business and managed its properties as a debtor-in-possession.

On April 4, 2001, the Company filed a Disclosure Statement (the
"Disclosure Statement") and a Plan of Reorganization (the "Plan of
Reorganization") with the Bankruptcy Court. The Disclosure Statement set forth
certain information regarding, among other things, significant events that had
occurred during the Company's Chapter 11 case and the anticipated organization,
operation and financing of the reorganized Company ("Reorganized Company"). On
June 12, 2001 a confirmation order was entered by the Bankruptcy Court that

6

confirmed the Plan of Reorganization pursuant to Bankruptcy Code section 1129,
and the Company emerged from its debtor-in-possession status as the Reorganized
Company. The conditions precedent to the effectiveness of the Plan of
Reorganization included, among other things, reincorporation of the Reorganized
Company in the State of Delaware, there being no material adverse change in the
development and launch of the Company's Winged Set product line, and the
consummation of the Appaloosa Private Placement (as described below).

The conditions precedent to the effectiveness of the Plan of
Reorganization were met on July 18, 2001 with the reincorporation of the
Reorganized Company in the State of Delaware, payment in full of all trade
vendors, the conversion of the Appaloosa Entities' debt into Company common
stock, and the consummation of the Appaloosa Private Placement. Subsequent to
these events, the Appaloosa entities owned 87% of the Company's stock. All
references to the Company before, during, and after the reorganization, and
after the reincorporation in Delaware, will be as the "Company".

The financial statements have been prepared assuming the Company will
continue as a going concern. The appropriateness of using the going concern
basis is dependent upon, among other things, future profitable operations, and
the ability to generate sufficient cash from operations and financing
arrangements to meet ongoing obligations. The uncertainty with respect to
obtaining additional financing, coupled with the recurring net losses from
operations, raise doubt about the Company's ability to continue as a going
concern. The Company will need to raise working capital to fund operations in
the latter half of 2002. The Company continues to explore additional financing
alternatives and potential strategic relationships which may provide additional
sources of working capital. The Company also continues to explore opportunities
to further reduce operating costs and expenses. The financial statements do not
include any adjustments to the carrying value of assets and liabilities that
might be necessary as a consequence of these uncertainties.

2.         SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

ESTIMATES

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.

CASH AND CASH EQUIVALENTS

The Company considers all highly liquid investments purchased with an
initial maturity of three months or less to be cash equivalents. At various
times, cash balances exceeded federally insured limits.

7

INVENTORIES

All inventories are stated at cost using the weighted average
valuation method. Included in inventory totals were allowance for obsolescence
of approximately $69,000 and $8,000 at December 31, 2001 and 2000, respectively.

REVENUE RECOGNITION

Product sales and related costs are recorded by the Company upon
shipment of product to the customer or distributor.

Royalty revenue is recorded as earned, based on monthly reports of
royalties owed from licensees.

Equipment sales as a result of strategic partnerships are progress
billed and revenue is recognized in the billing period.

The Company's strategic partnerships resulted in the recognition of
development contract or "service" revenue. Pursuant to the terms of the
agreements with these strategic partners, product and process development
services are progress billed as performed and revenue is recognized over the
estimated project period.

FIXED ASSETS

Fixed assets are stated at cost and are depreciated using the
straight-line method over the estimated useful lives of the assets, which range
from 3-32 years. Maintenance and repair expenditures are charged to expense as
incurred.

DEFERRED DEBT FINANCING EXPENSES AND DEBT DISCOUNT

Financing expenses and debt discount incurred in connection with the
issuance of long-term debt were amortized using the interest method over the
term of the debt, until the Plan of Reorganization took place in 2001.

INCOME TAXES

The Company uses the liability method of accounting for income taxes,
as set forth in Statement of Financial Accounting Standards No. 109, "Accounting
for Income Taxes." Under this method, deferred tax liabilities and assets are
recognized for the expected future tax consequences of temporary differences
between the carrying amounts and the tax basis of assets and liabilities.

PATENTS

Patent costs are capitalized as incurred and amortized on a
straight-line basis over the shorter of the legal term or estimated economic
life of the patent. Patent costs are net of accumulated amortization of $131,000
and $99,000 as of December 31, 2001 and December 31, 2000, respectively.

8

RECLASSIFICATION

Certain reclassifications have been made to the 1999 and 2000
financial statements to conform to the 2001 presentation.

DESCRIPTION OF REORGANIZATION ACCOUNTING

In connection with the reorganization, the Company reviewed the
recommended accounting principles for entities emerging from Chapter 11 ("fresh
start reporting") set forth in the American Institute of Certified Public
Accountants Statement of Position 90-7 "Financial Reporting by Entities in
Reorganization under the Bankruptcy Code". SOP 90-7 provides guidance with
regard to disclosures while an entity is in reorganization, and requires that
fresh start reporting (purchase accounting) be adopted when the reorganization
value of the assets of the emerging entity (immediately before the date of
confirmation) is less than the total of all post-petition liabilities and
allowed claims, and the holders of existing voting shares immediately before
confirmation receive less than fifty percent (50%) of the voting shares of the
emerging entity. If fresh start reporting were applicable, it would require,
among other things, an allocation of the reorganization value to the assets of
the Company, creating a new set of financial statements for the reorganized
entity. These statements would not be comparable with those prepared before the
reorganization plan because they would be those of a new entity.

In connection with the Plan of Reorganization, the holders of the
existing shares received only 15% of the voting shares of the Company; however,
the reorganization value of the Company was not deemed to be less than the total
of all post-petition liabilities and allowed claims. Accordingly, the adoption
of the fresh start requirements was not applicable, and therefore the
transaction was accounted for at historical values within the third quarter of
2001 financial statements, which allows comparison of the Company's financial
statements to those of prior periods.

In determining the reorganization value, the Company utilized prior
independent appraisals, discounted cash flow analysis, and comparable industry
standards. The Company, subsequent to its reorganization on July 18, 2001, has
paid all allowed unsecured claims and pre-petition value. All other allowed
secured and priority claims were not subject to compromise, and with the
exception of the Convertible Notes, were carried forward at historical values.
Accordingly, there was no discounting or forgiveness of debt associated with the
reorganization. Costs of the reorganization are separately identified within the
statements of operations.

REORGANIZATION COSTS

As part of the Plan of Reorganization, certain costs were incurred
and certain asset carrying values were impaired, causing a write-off of such
assets. The total reorganization charge in the accompanying 2001 statements of

9

operations was $3,377,000. Of that amount, $2,741,000 represents write-offs of
unamortized debt financing costs and unamortized debt discounts. Both of these
assets had originally been established with the placement of the Convertible
Notes, and because of the conversion to common stock of this debt, the
associated unamortized debt financing and debt discount carrying values were
written off. The remaining $636,000 represents professional fees paid during the
reorganization period.

3.         NEW ACCOUNTING STANDARDS

During 2001, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standard ("SFAS") No. 142, "Goodwill and Other
Intangible Assets," which requires that goodwill and certain other intangible
assets having indefinite lives no longer be amortized to earnings, but instead
be subject to periodic testing for impairment, SFAS No. 143, "Accounting for
Retirement Obligations," which provides the accounting requirements for
retirement obligations associated with tangible long-lived assets, and SFAS No.
144, "Accounting for the Impairment or Disposal of Long-Lived Assets," which
excludes from the definition of long-lived assets goodwill and other intangibles
that are not amortized in accordance with SFAS 142. SFAS 142 and 144 would be
effective for the Company's fiscal year-ended December 31, 2002 and SFAS 143
would be effective for the Company's fiscal year ended December 31, 2003. The
Company has quantified the impact of adopting the above SFAS pronouncements and
has determined that the effect on the Company's financial position and results
of operations is immaterial.

4.         FIXED ASSETS

Fixed assets consist of the following:

DECEMBER 31           DECEMBER 31,
2001                   2000

Land and building......................... $    3,083,000         $     2,490,000
Machinery and equipment...................      6,113,000               2,906,000
Construction-in-progress..................         52,000               3,797,000
Production molds..........................      2,825,000               2,922,000
Office furniture and equipment............        451,000                 875,000
Fixed assets under capital lease..........        103,000                  76,000
---------------        ----------------
12,627,000              13,066,000
Less: accumulated depreciation............     (4,788,000)             (5,221,000)
---------------        ----------------
$    7,839,000         $     7,845,000
===============        ================

Depreciation expense was $875,000 in 2001, $519,000 in 2000, and
$532,000 in 1999.

10

Total fixed assets includes $527,000 and $211,000 of capitalized
interest as of December 31, 2001 and December 31, 2000, respectively.

Beginning in 1996 and continuing into 2000, certain of the Company's
fixed assets were written down to net realizable value and were subsequently
written off, as the manner in which these assets were used by the Company had
changed. These fixed assets consisted of primarily the Company's first
generation production machinery and equipment used to manufacture its blood
collection needle product line. This machinery and equipment was internally
constructed, lower volume equipment that was phased out over this time period in
favor of higher volume, more automated, more efficient production machinery and
equipment. Total losses resulting from these write-downs and subsequent
write-offs amounted to $0 in 2001, $60,000 in 2000, $280,000 in 1999, and
$1,359,000 in 1998, and such losses were reported in product costs on the
statements of operations in those years.

5.         CONTRACTUAL OBLIGATIONS AND COMMERCIAL COMMITMENTS

The Company's contractual obligations and commercial commitments as
of December 31, 2001 and 2000 consisted of the following:

PAYMENTS DUE BY PERIOD

TOTAL AS OF                                                                                                      TOTAL AS OF
CONTRACTUAL                             DECEMBER 31,   LESS THAN        1-3              4-5          AFTER      DECEMBER 31,
OBLIGATIONS                                 2001        1 YEAR         YEARS            YEARS        5 YEARS         2000
-----------                                 ----        ------         -----            -----        -------         ----

Long-Term Debt.....................      $1,194,000   $   40,000     $  91,000       $  109,000      $954,000    $17,801,000
Capital Lease Obligations..........          65,000       20,000        38,000            7,000            --         57,000
Operating Leases...................          69,000       30,000        29,000           10,000            --         84,000
Unconditional Purchase
Obligations.....................           9,000        9,000            --               --                    1,301,000
Other Long-Term Obligations........              --           --            --               --            --             --
-----------  -----------     ---------      -----------     ---------   ------------
Total Contractual Cash
Obligations.....................      $1,337,000   $   99,000      $158,000       $  126,000      $954,000    $19,243,000
===========  ===========     =========      ===========     =========   ============

AMOUNT OF COMMITMENT EXPIRATION PER PERIOD

TOTAL
AMOUNTS
COMMITTED
DECEMBER 31,     LESS THAN       1-3        4-5      OVER 5
OTHER COMMERCIAL COMMITMENTS                         2001          1 YEAR        YEARS      YEARS      YEARS
----------------------------                         ----          ------        -----      -----      -----

Lines of Credit...............................      $ --           $ --          $ --        $ --      $ --
Standby Letters of Credit.....................        --             --            --          --        --
Guarantees....................................        --             --            --          --        --
Standby Repurchase Obligations................        --             --            --          --        --
Other Commercial Commitments..................        --             --            --          --        --
---           ----          ----        ----      ----
Total Commercial Commitments..................      $ --           $ --          $ --        $ --      $ --
====           ====          ====        ====      ====

Rent expense was $62,000 in 1999, $54,000 in 2000 and $65,000 in
2001.

The December 31, 2000 long-term debt balance of $17,801,000 shown
above was net of $1,902,000 of unamortized discount. During 2001, this amount
was written off as part of the Company's total reorganization costs of
$3,377,000 reflected in the accompanying statements of operations.

FACILITY MORTGAGE

On October 28, 1994, the Company acquired a manufacturing and
warehouse facility for $1,500,000. The seller in the form of a note, which bears
interest at 9% per annum, provided financing of $1,350,000 of the purchase
price. Interest only was payable for the first two years of the note. Principal
and interest payments began in October 1996, and are based on a twenty-year
amortization schedule with a balloon payment due on November 1, 2009. The note
is secured by a first mortgage on the facility.

FINANCING TRANSACTIONS WITH THE APPALOOSA ENTITIES

The following section details the Company's financing and
reorganization activities covering the period from 1999 to the effective
reorganization date of July 18, 2001. During this timeframe, the Company
completed a series of financings with the Appaloosa Entities. In accordance with
the Company reorganization on July 18, 2001, all Appaloosa Entities' debt was
subsequently converted to Company common stock and Appaloosa Entities' common
stock warrants and stock options were canceled and deemed extinguished as part
of the Plan of Reorganization. All references to the Company before, during, and
after the reorganization, and after the reincorporation in Delaware, will be as
the "Company", unless otherwise indicated.

CONVERTIBLE NOTE FINANCING

On September 21, 1999, the Company received a commitment from
Appaloosa Management L.P. for a total financing package of $17.5 million,
comprised of (i) $16.75 million of zero-coupon, secured convertible notes due
2005 (the "Convertible Notes"), (ii) 25,000 shares of common stock issued at a
purchase price of $30 per share (the "Permanent Financing Shares") and (iii)
nine-year warrants to purchase up to 150,000 shares of common stock at an
initial exercise price of $70 per share (the "$70 Warrants", and collectively

11

with the Convertible Notes and the Permanent Financing Shares, the "Permanent
Financing"). The Permanent Financing was consummated on April 28, 2000 after
receipt of stockholder approval of the terms of the Permanent Financing and
certain related matters. All Convertible Notes were converted into Company
common stock on July 18, 2001, as part of the consummation of the Plan of
Reorganization (see Note 1).

BRIDGE TRANSACTIONS

Pending consummation of the Permanent Financing, on October 21, 1999,
the Company issued to certain funds for which Appaloosa Management L.P. acts as
investment adviser (collectively, the "Appaloosa Entities") a 7.5%
non-convertible secured note in the aggregate principal amount of $3 million
(the "First Bridge Note"). In January 2000, the interest rate on the First
Bridge Note was increased to 12% per annum. In connection with the issuance of
the First Bridge Note, the Company also issued to the Appaloosa Entities (i) a
five-year warrant to purchase up to 100,000 shares of common stock, at an
initial exercise price of $30 per share (the "$30 Warrants") and (ii) a
nine-year warrant to purchase up to 150,000 shares of common stock at an initial
exercise price of $50 per share (the "$50 Warrants") (the $30 Warrants and $50
Warrants are collectively referred to herein as the "First Bridge Warrants"). At
the election of the Appaloosa Entities and upon the closing of the Permanent
Financing, the exercise price of the $30 Warrants increased to $40 per share of
common stock. The exercise price of the $50 Warrants increased to $70 per share
of common stock upon the closing of the Permanent Financing. The $50 Warrants
contained a net-exercise provision. The fair value of the warrants at the date
of issuance was recorded as a discount on the debt and was amortized over the
term of the First Bridge Note.

On January 5, 2000, the Company issued to the Appaloosa Entities a
15% non-convertible secured note in the aggregate principal amount of $1.65
million (the "Second Bridge Note"). In connection with the issuance of the
Second Bridge Note, the Company also agreed to issue and sell on the earlier of
(i) April 30, 2000 and (ii) the closing of the Permanent Financing, five-year
warrants to acquire up to 20,000 shares of common stock at an initial exercise
price of $30 per share (the "Second Bridge Warrants"). The Second Bridge
Warrants contained a net-exercise provision.

On April 3, 2000, the Company issued to the Appaloosa Entities a 15%
non-convertible secured note in the aggregate principal amount of $2.2 million
(the "Third Bridge Note"). No warrants or convertible securities were issued in
connection with the Third Bridge Note. The First Bridge Note, the Second Bridge
Note and the Third Bridge Note are collectively referred to as the "Bridge
Notes". The Bridge Notes were not convertible into shares of common stock and
were paid-in-full at the closing of the Permanent Financing on April 28, 2000.

PERMANENT FINANCING

In order to consummate the Permanent Financing, the Company was
required by the rules of the NASDAQ Stock Market to obtain the approval of a
majority of the Company's stockholders of the terms and conditions of the
Permanent Financing. In addition, the Connecticut Business Corporation Act
required that the Company obtain stockholder approval of (i) an amendment to the
Company's certificate of incorporation (the "Charter Amendment") and (ii) an
amendment to the Company's 1991 Long-Term Incentive Plan (the "Incentive Plan
Amendment"). The Charter Amendment and the Incentive Plan Amendment were

12

required by the terms of the Permanent Financing. The approval of the Company's
stockholders of the terms of the Permanent Financing, the Charter Amendment and
the Incentive Plan Amendment is collectively referred to as "Stockholder
Approval". Coinciding with Stockholder Approval obtained on April 28, 2000, the
Company issued to the Appaloosa Entities the Convertible Notes, the Permanent
Financing Shares and the $70 Warrants. The Convertible Notes were convertible
into shares of common stock at an initial conversion price of $30. The $70
Warrants contained a net-exercise provision. The fair value of the warrants at
the date of issuance was recorded as a discount on the debt, which was to be
amortized over the term of the debt.

The Permanent Financing generated aggregate proceeds to the Company
of $17.5 million. After repayment of the Bridge Notes and costs and expenses
associated with the financing, the Company realized net proceeds of
approximately $9.6 million, which was available along with existing resources
for general working capital purposes, subject to the terms and conditions of the
Permanent Financing transaction agreements.

The Convertible Notes contained certain restrictive covenants,
including, but not limited to, minimum (maximum) operating profit (loss),
minimum product sales revenues, and maximum permitted capital expenditures, all
as defined. Prior to the effectiveness of the Plan of Reorganization, the
Company was in violation of the operating profit (loss) and minimum product
sales revenues covenants. Under the terms of the agreement, the Appaloosa
Entities were entitled to call the Convertible Notes if the Company was in
violation of any restrictive covenant. The covenant violations were not waived
by the Appaloosa Entities; however, such notes were converted under the
provisions of the Plan of Reorganization (see above). Accordingly, the full
amount of the convertible debt was classified as a current liability as of March
31, 2001, up until July 18, 2001, when the debt was converted to equity.

CONVERTIBLE DEBENTURES

On April 27, 1999, the Company sold an aggregate principal amount of
$2,500,000 of its 6% Convertible Debentures due June 30, 2004 (the "6%
Debentures") to several purchasers (the "Debenture Holders") (the "Convertible
Debenture Financing"). The 6% Debentures were convertible at any time at the
option of the Debenture Holders into shares of the Company's common stock at the
lesser of a fixed conversion price of $30.60 per share (as may have been
adjusted from time to time) or a floating conversion price at the time of the
conversion if the floating conversion price was less than $30.60 per share (as
may have been adjusted from time to time). The 6% Debentures could have been
wholly or partially redeemed at the option of the Company for an amount not to
exceed 130% of the face value thereof plus accrued and unpaid interest at any
time after the date of issuance. As of September 30, 2000, the Debenture Holders
had converted all of the $2,500,000 outstanding principal balance of the 6%
Debentures into 88,073 shares of common stock. The Company and the Debenture
Holders had limited put and call options, respectively, for additional 6%
Debentures. In connection with the subsequent financing by the Appaloosa
Entities, the Company agreed not to exercise its put right under the 6%
Debentures. As of July 26, 2000, the Debenture Holders' call options expired and
were not exercised. In connection with the Convertible Debenture Financing, the
Company issued a warrant to purchase up to 50,000 shares of the Company's common
stock at an exercise price of $33.80 per share. Such warrant was canceled and
deemed extinguished as part of the Plan of Reorganization explained above.

13

THE APPALOOSA PRIVATE PLACEMENT

On July 18, 2001, the Company completed a private placement of
1,314,060 shares of its common stock to certain funds for which Appaloosa
Management L.P. acts as investment adviser (collectively referred to herein as
the "Purchasers"). The purchase price paid for the stock was $3 million, which
was reduced in an amount equal to the Purchaser's costs incurred in connection
with the transaction and the amount of the Company's outstanding indebtedness
for borrowings pursuant to the financing provided by the Purchasers during the
Chapter 11 case. The private placement was made pursuant to a Stock Purchase
Agreement, which contained customary provisions, including representations and
warranties.

6.  INCOME TAXES

Net deferred tax assets are as follows:

DECEMBER 31,
------------
2001                   2000
----                   ----

Costs capitalized for tax purposes.............  $     30,000         $     14,000
Research tax credits...........................            --              770,000
Net operating losses...........................     9,210,000           27,116,000
-------------        -------------
Gross deferred tax assets......................     9,240,000           27,900,000
Deferred tax liabilities--depreciation.........    (1,305,000)          (1,050,000)
-------------        -------------
7,935,000           26,850,000
Less: valuation allowance......................     7,935,000           26,850,000
-------------        -------------
Net deferred tax assets...................  $         --         $         --
=============        ==============

The Company has provided a valuation allowance for the full amount of
net deferred tax assets since the realization of these future benefits cannot be
reasonably assured as of the end of each related year. If the Company achieves
profitability, the net deferred tax assets would be available to offset future
income taxes.

At December 31, 2001, the Company has available federal net operating
loss (NOL) carryforwards of approximately $89,000,000. However, because of the
ownership change described in footnote 1, the federal NOLs are subject to
certain annual limitations. This is because, as defined in the Internal Revenue
Code section 382, certain substantial ownership changes limit the utilization of
the available net operating loss and tax credit carryforwards (the Section 382
Limitation). The Section 382 Limitation is calculated by multiplying the fair
market value of the loss corporation immediately preceding the change of
ownership, by the long-term, tax-exempt rate prescribed by the IRS. Because of
the change in ownership in July 2001, and based on the Section 382 Limitation
calculation, the Company will be allowed to use approximately $1,300,000 of its
federal NOLs per year, for those federal NOLs generated prior to July 2001. In
addition, there was approximately $5,000,000 of federal net operating loss
carryforwards generated after the change of ownership (from July 2001 to
December 2001). There are no limitations associated with the Company's ability
to utilize the $5,000,000 of additional federal NOLs.

The federal carryforwards expire in years 2002 through 2021. State of
Connecticut net operating loss carryforwards of approximately $38,000,000 expire
in years 2002 through 2006.

14

7.         SHAREHOLDERS' EQUITY

CAPITAL STOCK TRANSACTIONS

Effective July 18, 2001, the Reorganized Company reincorporated in
the State of Delaware. The reorganization was effected pursuant to a merger
agreement entered into pursuant to the Plan of Reorganization (the "Merger
Agreement"). Immediately prior to the reincorporation, the Reorganized Company
affected a reverse stock split pursuant to the Plan of Reorganization. As a
result of the reverse stock split, each ten shares of the Reorganized Company's
common stock was converted into one share of Reorganized Company common stock.
Thereafter, the reincorporation was effected in accordance with the Merger
Agreement by merging the Reorganized Company with and into the Company. As a
result of that merger, the separate corporate existence of the Reorganized
Company ceased, and the certificate of incorporation and bylaws of the Company
became and continue in effect as the registrant's certificate of incorporation
and bylaws. All share and per share information has been restated to reflect the
effect of the reverse split. All warrants and options issued prior to the
Company reorganization on July 18, 2001 were canceled and deemed extinguished.

The Company has an authorized class of 5,000,000 shares of preferred
stock, none of which are issued and outstanding as of December 31, 2001. The
Board of Directors has the authority, without shareholder approval, to issue
preferred stock in one or more series and to fix the relative rights and
preferences of the preferred stock, including their redemption, dividend and
conversion rights. The preferred stock could have the effect of delaying,
deterring or preventing a change of control. At December 31, 2000, the Company
had 3,000,000 shares of convertible preferred stock authorized, none of which
were issued and outstanding.

In conjunction with the Appaloosa Private Placement described in Note
5, the Company also issued to the Appaloosa Entities ("Purchasers") warrants to
purchase 1,314,060 shares of its common stock (the "Warrants"). The Warrants
have an exercise price of $2.283 per share. The Warrants contain customary
provisions, including anti-dilution protection. Upon the Company achieving
certain performance targets, (a) the Company shall have the right to redeem
these Warrants at a price of $.01 per share at any time 45 days after the
Purchasers receive notice of the achievement of the performance target by the
Company and (b) the Warrants shall be exercisable by the Purchasers for 30 days
after the Purchasers receive notice of the achievement of the performance target
by the Company. The exercise of these Warrants, assuming they are exercised in
full, would yield proceeds of approximately $3 million to the Company.

8.         2001 STOCK INCENTIVE PLAN

On July 19, 2001 the Company adopted a new employee stock option plan
and a restricted stock plan (collectively, the "2001 Stock Incentive Plan"). The
total number of stock options and restricted stock shares reserved under the
2001 Stock Incentive Plan is 2,000,000, of which a total of 1,135,500 were
issued and outstanding as of December 31, 2001. The total outstanding at
December 31, 2001 consisted of 873,100 stock options and 262,400 restricted
stock shares. All grants were made on July 19, 2001 and the vesting period for
both stock options (except for the two-year vesting period associated with
100,000 stock options issued to Scott Tepper, a director of the Company) and
restricted stock shares is three years with one third vesting on each grant date
anniversary. The exercise strike price for the stock options as well as the fair
market value on the date of grant of the restricted stock issuances was $2.283
per option/share. The stock options are exercisable over a period of 10 years
from the grant date.

15

With regard to the restricted stock issuances, compensation expense,
determined at the date of grant, is being recognized ratably in accordance with
the vesting schedule. Compensation expense recognized was $92,000 for the six
months ended December 31, 2001. At December 31, 2001, $508,000 of future
compensation expense associated with the restricted stock shares has been
deferred and is included in deferred compensation in the accompanying balance
sheets.

A summary of stock option activity under the 2001 Stock Incentive
Plan is as follows:

NUMBER OF              EXERCISE
OPTIONS                 PRICE
-------                 -----

Outstanding at December 31, 1998............     42,890
Granted--1999...............................     15,300         $    21.60-$25.60
Canceled--1999..............................       (683)        $    27.50-$92.50
Exercised--1999.............................     (3,292)        $    27.50
---------
Outstanding at December 31, 1999............     54,215
Granted--2000...............................     78,406         $    13.80-$40.60
Canceled--2000..............................    (20,870)        $    13.80-$27.50
Exercised--2000.............................     (6,250)        $    21.60-$27.50
---------
Outstanding at December 31, 2000............    105,501
Canceled July 18, 2001......................   (105,501)
---------
Outstanding at July 19, 2001................          0
Granted--2001...............................    873,100                  $  2.283
Exercised--2001.............................         --
---------
Outstanding at December 31, 2001............    873,100
=========

There are no stock options exercisable under the 2001 Stock Incentive
Plan at December 31, 2001.

The Company follows Accounting Principles Board Opinion No. 25,
"Accounting for Stock Issued to Employees" (APB 25) and related Interpretations
in accounting for its employee stock options. Under APB 25, because the exercise
price of the Company employee stock options equals the market price of the
underlying stock on the date of grant, no compensation expense is recognized.
The Company has reviewed provisions of FASB 123, "Accounting for Stock Based
Compensation," and determined that the effects on the financial statements for
the years ended December 31, 2001 and 2000 are immaterial. Therefore, no pro
forma information has been presented.

9.         DISCLOSURES ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS

The carrying amount for cash and cash equivalents approximates fair
value because of the short-term nature of these instruments. The carrying amount
for accounts receivable, note payable, accounts payable, and accrued expenses,
are deemed reasonable because of the short-term nature of these items.

16

The following table represents the fair value of the Company's
long-term debt. Such values are estimated based upon the current rates that
would be offered to the Company on similar debt.

DECEMBER 31, 2001                          DECEMBER 31, 2000
-----------------                          -----------------
CARRYING                     FAIR            CARRYING               FAIR
AMOUNT                      VALUE            AMOUNT                VALUE
------                      -----            ------                -----

$   1,194,000               $   1,194,000   $  17,801,000          $   9,600,000

10.        LICENSING AND DISTRIBUTION AGREEMENTS

On January 28, 1997 the Company entered into a Development and
License Agreement and a Supply Agreement with Johnson & Johnson Medical, Inc.
("JJM") of Arlington, Texas. Under the terms of the agreements, the Company
would develop and manufacture safety needle assemblies for JJM utilizing its
self-blunting technology, which would be used by JJM, under an exclusive
worldwide license granted by the Company, to manufacture and sell a new safety
I.V. catheter. The Company received $2,900,000 in service fees to complete the
development of the safety needle assemblies and for the development of the
manufacturing equipment and tooling. JJM agreed to acquire initial production
equipment and tooling which was completed in 1998.

On April 9, 1998 the Company amended the Development and License
Agreement and canceled the Supply Agreement with JJM. The amended terms include
certain changes in the licensing and royalty agreements as well as the transfer
of manufacturing of the safety needle assemblies to JJM, in exchange for an
initial milestone payment of $3,500,000, with an additional $500,000 payable
upon the completion of certain milestones. The $3,500,000 payment was recorded
as deferred revenue and $875,000 and $2,625,000 were recognized into income
during 1999 and 1998, respectively. The revised agreement also provided for an
additional $300,000 payable to the Company for initial capital equipment
purchases, which were paid in 2000 and 2001. This agreement also stipulates the
payment of royalties based on unit volume sales of the licensed product. There
are minimum royalties stipulated in this agreement. The royalties under this
agreement began in the calendar year 2001. The minimum royalties for the first
year were $184,000. However, because the actual unit sales by JJM exceeded the
minimums, the actual royalties earned in 2001 were $393,000.

In October 1998, the Company entered into a distribution agreement
with Fisher HealthCare of Houston, Texas, the second largest operating unit of
Fisher Scientific. Fisher Scientific is one of the world leaders in serving
science, providing more than 245,000 products and services to research,
healthcare, industrial, educational and government customers in 145 countries.
The distribution agreement allows Fisher HealthCare to purchase and distribute
all of the Bio-Plexus blood collection products.

On October 23, 1998, the Company entered into an exclusive License
Agreement and Design, Development and Asset Transfer Agreement for a safety
Peripherally Inserted Central Catheter ("PICC") introducer with TFX Medical
("TFX"), a division of Teleflex Incorporated, the industry's dominant supplier
of PICC introducers. The License Agreement includes certain minimum annual
volume requirements and ongoing royalties on the sale of PICC introducer
catheters featuring Punctur-Guard(R) technology. In the first quarter of 2000,
the Company completed its obligations under the Design, Development and Asset
Transfer Agreement. The Company earned $91,000 in royalties from TFX in fiscal
year 2001, compared to $68,000 in fiscal 2000.

17

In January 2000, the Company entered into a distribution agreement
with Owens & Minor, a major distributor of medical products to hospitals
throughout the United States. Owens & Minor, a Fortune 500 company headquartered
in Richmond, Virginia, is one of the nation's largest distributors of national
brand medical and surgical supplies. The company's distribution centers serve
hospitals, integrated healthcare systems and group purchasing organizations
nationwide. The distribution agreement allows Owens & Minor to purchase and
distribute all of the Bio-Plexus blood collection products.

On February 21, 2000, the Company entered into a distribution
agreement with McKessonHBOC Medical Group of Richmond, Virginia. McKessonHBOC's
Supply Management Business is a leading distributor of medical-surgical supplies
to more than 5,000 hospitals nationwide. The agreement allows McKessonHBOC to
purchase and distribute the Company's products on a non-exclusive basis without
territorial limitations or restrictions. The agreement is in effect for a period
of five years and shall continue automatically in effect for successive terms of
five years each until terminated by either party.

On December 19, 2000, the Company entered into a Development and
Manufacturing and Distribution Agreement with Fresenius. Pursuant to this
agreement, during the first phase, the Company and Fresenius will develop
Extracorporeal Therapy Needles, and the Company will deliver 5,000 finished
needle assemblies for evaluation by Fresenius. The Company anticipates that it
will complete these obligations under the contract in the second quarter of
2002. Fresenius then has a four-month option period to decide whether or not to
proceed with the second phase. If it elects to exercise the option for phase
two, Fresenius will manufacture, market, and distribute the needles. In
connection with this agreement, the Company also granted to Fresenius,
contingent on its exercise of the phase two option, an exclusive worldwide
license to manufacture, have manufactured, use, sell, have sold or offer for
sale such needles utilized in dialysis applications covered by the
Punctur-Guard(R) technology. The Fresenius agreement provides for the payment of
royalties to the Company within twelve months after the election by Fresenius to
proceed with phase two.

The Company has been successful in negotiating a number of GPO supply
agreements that represent the majority of hospitals in the U.S. Having these
agreements in place is an added incentive for a member healthcare organization
to purchase the Company's products. In 2001 the Company entered into multiple
year agreements with three of the leading GPOs--Amerinet, Broadlane and
Consorta--and the Department of Veteran Affairs for supplying the Company's
products to V.A. hospitals. The Company also has an evaluation agreement with
Premier, which is one of the largest GPOs in the country. This agreement,
entered into in the fourth quarter of 2000, is for 18 months. The Company is
currently in the process of negotiating a new multi-year agreement, which it
expects to successfully conclude in 2002.

11.        SEGMENT FINANCIAL DATA

The Company's operations consist of two worldwide business segments:
Safety Medical Products and Accessories and Joint Venture Design & Development.
The Safety Medical Products and Accessories segment includes operations
associated with the manufacture of blood collection needles, needle holders and
needle disposal containers. Starting in 2000, this segment also began to include
royalty revenues. The Joint Venture Design & Development segment includes
operations associated with product design and development, product licensing,
and the design, development and construction for machinery and tooling in
connection with joint venture partners.

18

Distinct reporting by such segments was deemed necessary by
management based on the significance of reported revenues and expenses and the
Company's intention to focus operating resources in both of these areas. For the
periods presented, there were no intersegment revenues.

Information with respect to each of the Company's business segments
is as follows:

SEGMENT REVENUE

2001                2000              1999
----                ----              ----

Safety Medical Products and Accessories...    $   6,049,000      $   4,761,000     $   5,498,000
Joint Venture Design & Development........          322,000            234,000         1,526,000
--------------     --------------    --------------
Total Revenue.............................    $   6,371,000      $   4,995,000     $   7,024,000
==============     ==============    ==============

MAJOR CUSTOMERS

The Company had one customer in the Safety Medical Products and
Accessories segment, a domestic distributor of product, which accounted for
approximately 38%, 49%, and 52% of revenues for 2001, 2000, and 1999,
respectively. Another domestic distributor of product in this segment accounted
for approximately 23%, 26%, and 13% of revenues for 2001, 2000, and 1999,
respectively. If the Company lost one of these distributors, the hospitals and
other users could still purchase the Company's products from other distributors.
However, the loss of business of any of the foregoing distributors could disrupt
the Company's business and possibly have a material adverse effect on the
business and prospects of the Company. The Company had export sales in this
segment of approximately $51,000 in 2001, $0 in 2000, and $548,000 in 1999.

SEGMENT PROFIT (LOSS)

2001                   2000                  1999
----                   ----                  ----

Safety Medical Products and Accessories                   $  2,409,000           $  2,311,000           $ 1,744,000
Joint Venture Design & Development...................          159,000                199,000             1,439,000
-------------           ------------          ------------
Total Gross Margin...................................        2,568,000              2,510,000             3,183,000
-------------           ------------          ------------
Selling, general and administrative expenses.........        6,323,000              7,404,000             4,670,000
Pre-production manufacturing.........................          540,000                     --                    --
Research and development.............................        1,538,000              1,453,000             1,379,000
Reorganization costs.................................        3,377,000                     --                    --
Financing expenses...................................          851,000              4,379,000             2,367,000
-------------           ------------          ------------
Net Loss                                                  $(10,061,000)          $(10,726,000)          $(5,233,000)
-------------           ------------          ------------

19

SEGMENT CAPITAL EXPENDITURES

2001                 2000              1999
----                 ----              ----

Safety Medical Products and Accessories..............    $   868,000        $   4,040,000      $    536,000
Joint Venture Design & Development...................             --                   --                --
------------       --------------     -------------
Total Capital Expenditures...........................    $   868,000        $   4,040,000           536,000
============       ==============     =============

Net identifiable assets related to Safety Medical Products and
Accessories were $5,700,000, $5,561,000, and $2,198,000, at December 31, 2001,
2000, and 1999, respectively. Depreciation expense related to these assets was
$729,000, $391,000, and $269,000 for the years ended December 31, 2001, 2000,
and 1999, respectively. Due to the service nature of the Joint Venture Design
and Development segment, identifiable assets were not material for the periods
presented.

20

Exhibit 99.2

BIO-PLEXUS, INC.

CONDENSED BALANCE SHEETS

June 30,      December 31,
2002            2001
(Unaudited)
-------------    -------------
ASSETS
Current assets:
Cash                                  $  2,325,000     $    953,000
Accounts receivable, net                   633,000          352,000
Royalty receivables                        153,000          163,000
Inventories:
Raw materials                             715,000        1,015,000
Work-in-process                           513,000          360,000
Finished goods                            493,000          338,000
-------------    -------------
1,721,000        1,713,000
Other current assets                       173,000          201,000
-------------    -------------
Total current assets                  5,005,000        3,382,000
-------------    -------------
Fixed assets, net                          7,317,000        7,839,000
Deferred debt financing expenses, net
of amortization                              316,000               --
Patents, net of amortization                 419,000          432,000
-------------    -------------
$ 13,057,000     $ 11,653,000
-------------    -------------

LIABILITIES AND SHAREHOLDERS'
EQUITY
Current liabilities:
Current portion of long-term debt     $     63,000     $     60,000
Accounts payable and accrued
expenses                                   603,000          353,000
Deferred revenue                            49,000           49,000
Accrued vacation                            36,000           35,000
Other accrued employee costs               122,000           22,000
-------------    -------------
Total current liabilities                 873,000          519,000
-------------    -------------
Long-term debt, net                        3,667,000        1,199,000
-------------    -------------
Shareholders' equity: 
Common stock, $.001 par value, 
25,000,000 authorized, 11,539,941 
and 11,577,991 shares issued and 
outstanding as of June 30, 2002 and
December 31, 2001, respectively             12,000           12,000
Paid-in-capital                         99,234,000       99,321,000
Deferred compensation, net                       --        (508,000)
Accumulated deficit                    (90,729,000)     (88,890,000)
-------------    -------------
Total shareholders' equity              8,517,000        9,935,000
-------------    -------------
$ 13,057,000     $ 11,653,000
-------------    -------------

The accompanying notes are an integral part of these
condensed financial statements.

1

BIO-PLEXUS, INC.

CONDENSED STATEMENTS OF OPERATIONS
(Unaudited)

Three Months Ended June 30,
-------------------------------
2002            2001
--------------  ---------------
Revenue:
Product                  $  1,884,000   $  1,332,000
Services                           --         85,000
Royalties                     159,000         70,000
-------------  -------------
Total revenue              2,043,000      1,487,000
-----------    -----------
Costs and expenses:
Product                     1,183,000      1,069,000
Services                        6,000        103,000
Pre-production
manufacturing                53,000             --
Research and development      223,000        293,000
Deferred compensation
amortization                372,000             --
Selling, general and
administrative            1,288,000      1,572,000
-------------  -------------
Total operating costs
and expenses             3,125,000      3,037,000
-------------  -------------
Operating loss               (1,082,000)    (1,550,000)
-------------  -------------
Financing Expenses:
Amortization of deferred
debt financing                4,000         61,000
Other financing expense        33,000        681,000
Other income                   (9,000)       (11,000)
-------------  -------------
Total financing expenses      28,000        731,000
-------------  -------------
Net loss                   $ (1,110,000)  $ (2,281,000)
-------------  -------------
Net loss (basic and
diluted) per common
share                      $      (0.10)  $      (1.52)
-------------  -------------
Weighted average common
shares outstanding           11,549,584      1,500,216
-------------  -------------

The accompanying notes are an integral part of these
condensed financial statements.

2

BIO-PLEXUS, INC.

CONDENSED STATEMENTS OF OPERATIONS
(Unaudited)

Six Months Ended June 30,
-----------------------------
2002            2001
-------------  --------------
Revenue:
Product                   $ 3,583,000    $ 2,586,000
Services                           --        200,000
Royalties                     368,000        121,000
------------   ------------
Total revenue             3,951,000      2,907,000
----------     ----------
Costs and expenses:
Product                     2,173,000      1,908,000
Services                       10,000        103,000
Pre-production
manufacturing               224,000            --
Research and development      509,000        688,000
Deferred compensation
amortization                421,000            --
Selling, general and
administrative            2,399,000      4,038,000
------------   ------------
Total operating costs
and expenses              5,736,000      6,737,000
------------   ------------
Operating loss               (1,785,000)    (3,830,000)
------------   ------------
Financing Expenses:
Amortization of deferred
debt financing                4,000        121,000
Other financing expense        63,000      1,329,000
Other income                  (13,000)       (46,000)
------------   ------------
Total financing
expenses                     54,000      1,404,000
------------   ------------
Net loss                    $(1,839,000)   $(5,234,000)
------------   ------------
Net loss (basic and
diluted) per common share   $     (0.16)   $     (3.50)
------------   ------------
Weighted average common
shares outstanding           11,559,482      1,496,849
------------   ------------

The accompanying notes are an integral part of these
condensed financial statements.

3

BIO-PLEXUS, INC.
CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)

Six Months Ended June 30,
-------------------------------
2002            2001
--------------  ---------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss                                  $(1,839,000)    $(5,234,000)
Adjustments to reconcile net loss to
net cash used in operating activities:
Depreciation and amortization               574,000         308,000
Recognition of stock-based
compensation                              421,000              --
Amortization of deferred debt
financing expenses                          4,000         121,000
Amortization of debt discount                    --         219,000
Decrease (increase) in assets:
Accounts receivable, net and
royalty receivables                   (271,000)        477,000
Inventories                               (7,000)        850,000
Other current assets                      28,000         (49,000)
Increase (decrease) in liabilities:
Accounts payable and accrued
expenses                               248,000        (419,000)
Accrued vacation and other
accrued employee costs                 102,000           2,000
Deferred revenue                              --         171,000
Other, net                                       --          18,000
------------    ------------
Net cash used in operating
activities                              (740,000)     (3,536,000)
------------    ------------
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases and construction of fixed
assets, net                                 (35,000)     (1,098,000)
Cost of patents                                (4,000)        (46,000)
------------    ------------
Net cash used in investing
activities                               (39,000)     (1,144,000)
------------    ------------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from sale of common stock                 --          79,000
Accretion of accrued interest                      --       1,385,000
Increase in notes payable                   2,500,000         300,000
Payments of deferred financing costs         (320,000)            --
Repayments of long-term debt                  (29,000)        (24,000)
------------    ------------
Net cash (used in) provided by
financing activities                   2,151,000       1,740,000
------------    ------------
Net increase (decrease) in cash        1,372,000      (2,940,000)
Cash, beginning of period                953,000       4,003,000
------------    ------------
Cash, end of period                  $ 2,325,000     $ 1,063,000
------------    ------------
Supplemental cash flow disclosures:
Cash payments of interest (net of
amounts capitalized)                 $    57,000     $    71,000
Cash payments of income taxes                3,000           2,000

The accompanying notes are an integral part of these
condensed financial statements.

4

BIO-PLEXUS, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS
(Unaudited)

1. Basis of Presentation

The accompanying unaudited condensed interim financial statements
have been prepared in accordance with the rules and regulations of the
Securities and Exchange Commission and, in the opinion of the management of the
Company, include all adjustments which are of a normal recurring nature,
necessary for a fair presentation of financial position and the results of
operations and cash flows for the periods presented. However, the financial
statements do not include all information and footnotes required for a
presentation in accordance with accounting principles generally accepted in the
United States of America. These condensed financial statements should be read in
conjunction with the financial statements and the notes thereto included in the
Company's 2001 Annual Report on Form 10-K. The results of operations for the
interim periods are not necessarily indicative of the results of operations to
be expected for the full year.

Reclassifications -- certain prior year amounts have been
reclassified to conform to the current year presentation.

2. Earnings Per Share

Basic Earnings Per Share ("EPS") is computed by dividing net loss by
the weighted average number of common shares outstanding for the period,
excluding any dilutive common share equivalents. There were no dilutive common
stock equivalents at June 30, 2002.

3. Segment Financial Data

The Company's operations consist of two business segments: Safety
Medical Products and Accessories and Joint Venture Design & Development. The
Safety Medical Products and Accessories segment includes operations associated
with the manufacture of blood collection needles, needle holders and needle
disposal containers. Starting in 2000, this segment also began to include
royalty revenues. The Joint Venture Design & Development segment includes
operations associated with product design and development, product licensing,
and the design, development and construction of machinery and tooling in
connection with joint venture partners.

Distinct reporting by such segments was deemed necessary by
management based on the significance of reported revenues and expenses and the
Company's intention to focus operating resources in both of these areas. For the
periods presented, there were no intersegment revenues.

5

Information with respect to each of the Company's business segments
is as follows:

Segment Revenue

Three Months Ended June 30,         Six Months Ended June 30,     
--------------------------------- -----------------------------------
2002        2001       2000       2002        2001        2000   
----------- ----------- --------- ----------- ----------- -----------

Safety Medical                                                                    
Products and                                                                        
Accessories    $2,043,000  $1,402,000  $776,000  $3,951,000  $2,707,000  $2,121,000 
Joint Venture                                                                       
Design &                                                                            
Development            --      85,000        --          --     200,000     197,000 
----------  ----------  --------  ----------  ----------  ---------- 
Total                                                                               
Revenue        $2,043,000  $1,487,000  $776,000  $3,951,000  $2,907,000  $2,318,000 
----------  ----------  --------  ----------  ----------  ---------- 

Major Customers

There were three customers, domestic distributors of the Company's
products, Allegiance, Fisher Healthcare and Owens & Minor, that exceeded 10% of
the Company's Safety Medical Products and Accessories segment revenue for the
periods presented. These distributors sell the Company's products to hospitals
and other users. If the Company lost one of these distributors, the hospitals
and other users could still purchase the Company's products from other
distributors; however, the loss of business of any of the foregoing distributors
could disrupt the Company's business and possibly have a material adverse effect
on the business and prospects of the Company. In the Joint Venture Design &
Development segment, Johnson and Johnson Medical and Fresenius Medical Care
Holdings contributed to more than 10% of the revenues associated with this
segment for the periods presented. The first line of the following table
represents the revenue associated with these major customers by segment:

Three Months Ended June 30,         Six Months Ended June 30,
--------------------------------- -----------------------------------
Total Revenue Major Customers:     2002        2001       2000       2002        2001        2000
------------------------------ ----------- ----------- --------- ----------- ----------- -----------

Safety Medical Products and
Accessories to Major Customers $1,356,000  $1,022,000  $683,000  $2,613,000  $1,891,000  $1,849,000
Other Safety Medical Domestic
Sales                           528,000     310,000    93,000     970,000     695,000     272,000
Royalties                         159,000      70,000        --     368,000     121,000          --
----------  ----------  --------  ----------  ----------  ----------
Total Safety Medical Product
Revenues                      2,043,000   1,402,000   776,000   3,951,000   2,707,000   2,121,000
Joint Venture Design &
Development                            --      85,000        --          --     200,000     197,000
----------  ----------  --------  ----------  ----------  ----------
Total Revenue                  $2,043,000  $1,487,000  $776,000  $3,951,000  $2,907,000  $2,318,000
----------  ----------  --------  ----------  ----------  ----------

6

Segment Profit (Loss)

Three Months Ended June 30,             Six Months Ended June 30,      
-------------------------------------- --------------------------------------  
2002         2001         2000         2002         2001         2000    
------------ ------------ ------------ ------------ ------------ ------------  

Safety Medical                                                                                     
Products and                                                                                       
Accessories           $   860,000  $   333,000  $   434,000  $ 1,778,000  $   799,000 $ 1,037,000  
Joint Venture                                                                                      
Design &                                                                                           
Development                (6,000)     (18,000)          --      (10,000)      97,000    162,000   
-----------  -----------  -----------  -----------  -----------  ----------- 
Total Gross                                                                                        
Margin                    854,000      315,000      434,000    1,768,000      896,000    1,199,000 
-----------  -----------  -----------  -----------  -----------  ----------- 
Selling, General                                                                             
And Administrative                                                                           
Expenses                1,288,000    1,572,000    2,015,000    2,399,000    4,038,000    3,590,000 
Deferred Compensation                                                                        
Amortization              372,000           --           --      421,000           --           -- 
Pre-production                                                                                     
Manufacturing              53,000           --           --      224,000           --           -- 
Research and                                                                                       
Development               223,000      293,000      235,000      509,000      688,000      557,000 
Financing Expenses         28,000      731,000    1,125,000       54,000    1,404,000    2,832,000 
-----------  -----------  -----------  -----------  -----------  ----------- 
Net Loss              $(1,110,000) $(2,281,000) $(2,941,000) $(1,839,000) $(5,234,000) $(5,780,000)
-----------  -----------  -----------  -----------  -----------  ----------- 

Segment Capital Expenditures

Three Months Ended June 30,    Six Months Ended June 30,  
---------------------------- ------------------------------
2002      2001      2000     2002       2001       2000  
-------- --------- --------- -------- ----------- ---------
Safety Medical                                                                
Products and                                                                  
Accessories        $12,000  $338,000  $598,000  $35,000  $1,098,000  $853,000 
Joint Venture                                                                 
Design &                                                                      
Development             --        --        --       --          --        -- 
-------  --------  --------  -------  ----------  -------- 
Total Capital                                                                 
Expenditures       $12,000  $338,000  $598,000  $35,000  $1,098,000  $853,000 
-------  --------  --------  -------  ----------  -------- 

7

There has been no material change in identifiable assets related to
reportable segments since the 2001 Annual Report.

4.         Change in Control

The information in this footnote is based, in part, upon the Schedule
13D filed on June 3, 2002 with the Securities and Exchange Commission on behalf
of ComVest Venture Partners, L.P., a limited partnership organized under the
laws of Delaware ("ComVest"), ComVest Management, LLC, a limited liability
company organized under the laws of Delaware ("ComVest Management"), RMC
Capital, LLC, a limited liability company organized under the laws of Georgia,
Michael S. Falk ("Falk") and Robert Priddy ("Priddy"), as amended by Amendment
No. 1 filed June 28, 2002 (collectively the "ComVest 13D Filing").
ComVest, ComVest Management, RMC, Falk and Priddy are referred to as the
"Reporting Persons."

ComVest Management is the general partner of ComVest, and ComVest
Management is wholly-owned by Commonwealth Associates Management Company, Inc.,
a corporation organized under the laws of New York ("CAMC"). The managers of
ComVest Management are Travis L. Provow, Falk and Keith Rosenbloom
("Rosenbloom"). Rosenbloom and Harold Blue are directors, and Falk is Chairman,
of CAMC. Mr. Falk is also the principal stockholder of CAMC. The sole officer of
CAMC is Joseph Wynne, Chief Financial Officer. The managers of RMC are Priddy,
Kikie Priddy, Sharon Acks and Michael Acks. Mr. Priddy is also the Chairman and
principal member of RMC.

Pursuant to an agreement, dated as of May 24, 2002 (the "ComVest
Purchase Agreement"), Appaloosa Management L.P. (the "Manager"), on behalf of
Appaloosa Investment Limited Partnership I ("AALP") and Palomino Fund Ltd
("Palomino") for which it acts as investment advisor, sold an aggregate of
9,840,285 shares (4,929,717 from AALP and 4,910,568 from Palomino) of the
Company's common stock (the "Shares") and warrants to purchase 1,314,060 shares
(700,394 from AALP and 613,666 from Palomino) of the Company's common stock
having an exercise price of $2.283 (the "Warrants," and collectively with the
Shares, the "Securities") for an aggregate purchase price of $5,000,000, a
portion of which were acquired by the Reporting Persons. ComVest, Priddy and RMC
purchased, respectively, 4,172,281, 1,312,038 and 1,312,038 of the Shares, and
557,161, 175,208, and 175,208 of the Warrants. ComVest, Priddy and RMC paid
$2,120,000, $666,667, and $666,667, respectively for the Securities.

As part of the transaction, and in accordance with the terms of the
ComVest Purchase Agreement, Harold S. Blue, President of Commonwealth
Associates, LP (an affiliate of ComVest) became Chairman of the Company's Board
of Directors, and Dr. Richard Corbin, a dentist in private practice and designee
of ComVest, became a Director, replacing James Bolin and Ken Maiman, Appaloosa's
representatives on the Company's Board of Directors.

8

As part of the transaction, certain officers (John Metz and Brian
Herrman) and a director (Scott Tepper) of the Company participated as investors
by purchasing in the aggregate, 143,780 shares, for a total purchase price of
$73,333.

As a result of the foregoing, there was a change in control of the
Company in that the Reporting Persons acquired control of the Company from the
Manager as a result of their acquisition of the Securities.

5.         ComVest Private Placement Transaction and Commonwealth Advisory
Agreement

On June 19, 2002, the Company closed on $2.5 million in new debt
financing. The debt financing was provided pursuant to a Securities Purchase
Agreement with the investors named therein (together, the "Investors") and
ComVest Venture Partners, L.P. ("ComVest"), in its capacity as administrative
agent to the Investors, dated as of June 18, 2002 (the "Securities Purchase
Agreement"). Under the Securities Purchase Agreement, the Company sold to the
Investors 25 Units (the "Units"), each Unit consisting of a $100,000 Senior
Subordinated 7% Non-Convertible Promissory Note due in full on December 18, 2004
(the "Notes"), and warrants to purchase 50,000 shares of common stock of the
Company at an exercise price of $1.00 per share (the "Warrants"). The total
number of warrants to purchase shares of common stock was therefore 1,250,000.
The Company is permitted to convert the Notes into common shares upon the
occurrence of certain future events, and at certain conversion prices, described
in the Securities Purchase Agreement (the "Conversion Shares"). After fees and
closing costs, the net proceeds to the Company were $2,180,500. In addition,
certain officers (John Metz and Brian Herrman) and a director (Scott Tepper) of
the Company participated as investors in the Securities Purchase Agreement, by
purchasing, in aggregate, 0.367 units, for a total value of $36,667.

The Notes bear interest at the rate of 7% per annum, which shall
accrue through the earlier of (i) the date on which the Notes are converted;
(ii) December 18, 2004; (iii) the date on which the Company consummates a
merger, combination or sale of all or substantially all of the assets of the
Company; or (iv) upon the acquisition of more than 50% of the voting power or
interest of the Company by the purchase by a single entity or person or "group"
existing pursuant to Section 13 (d) of the Securities Exchange Act of 1934, as
amended.

The Notes rank senior to all other indebtedness for money borrowed of
the Company, and are secured by a first perfected priority lien and security
interest (the "Security Interest") in certain collateral of the Company pursuant
to the terms and conditions of a Security Agreement, dated as of June 18, 2002,
by and among the Company, each of the Investors and ComVest, in its capacity as
administrative agent for the Investors. The Notes are also secured by a second
mortgage on the Company's headquarters located in Vernon, Connecticut and owned
by the Company. In the event the Company establishes a revolving credit facility
with an institutional lender for a maximum of $2,000,000, and repayment of such
credit facility is secured by certain collateral of the Company, including
accounts receivable and inventory (the "Lender Collateral"), then the Security
Interest shall automatically become subordinate to the Lender's first perfected
priority lien and security interest only with respect to the Lender Collateral,
so that repayment of the Notes shall be secured by a second perfected lien and
security interest only with respect to the Lender Collateral. The Notes contain
optional and automatic conversion provisions.

9

The Warrants are exercisable at a per share exercise price of $1.00.
The Warrants expire on December 18, 2004 and contain a cashless exercise
feature. In the event the Notes are repaid in full on or prior to December 18,
2002, the Company shall have the right to redeem 50% of each Warrant at a price
of $.01 per Warrant Share.

Commonwealth Associates, LP, an affiliate of ComVest, has been
retained by the Company as a financial advisor to assist in its efforts to raise
additional debt financing and explore strategic alternatives to enhance
shareholder value. Pursuant to an Advisory Agreement by and between the Company
and Commonwealth Associates L.P. ("Commonwealth") dated as of May 10, 2002 (the
"Advisory Agreement"), Commonwealth agreed to act as financial advisor to the
Company. During the term of the Advisory Agreement and for a period of six
months thereafter, Commonwealth has a right of first refusal to act as exclusive
placement agent or financial advisor in connection with any private placement by
the Company in excess of $1,000,000. As compensation for services rendered to
the Company under the Advisory Agreement, Commonwealth is to be paid $10,000 per
month, and Commonwealth received a warrant to purchase 1,000,000 shares of the
Company's common stock at a per share exercise price of $1.00 (the "Advisor
Warrant").

Pursuant to the Securities Purchase Agreement, the Company agreed to
file a registration statement on Form S-3 by September 18, 2002, covering the
Conversion Shares, the Warrants, and the shares of Company common stock
underlying the Advisor Warrant. In addition, the Company agreed to use its best
efforts to cause the registration statement to become effective by December 18,
2002.

Pursuant to the Securities Purchase Agreement, ComVest, Commonwealth
and the Investors were also granted unlimited piggyback registration rights with
respect to any registration statements filed by the Company after June 18, 2002.
The piggyback registration rights are subject to customary limitations and
exceptions.

The information in this footnote is based, in part, upon the ComVest
13D Filing.

6.         Restricted Stock Shares and Stock Options

In accordance with the change in control transaction described in
note 4 above, the 224,350 outstanding restricted stock shares of the Company
became 100% vested as of May 24, 2002. At the time of the change in control, the
unamortized balance of deferred compensation on the Balance Sheet was $356,000,
representing the unvested shares of restricted stock. Because the change in
control caused the immediate vesting of all unvested restricted stock, this
resulted in an accelerated deferred compensation amortization charge of
approximately $356,000 recorded in the accompanying condensed statements of

10

operations for the three months ended June 30, 2002. In addition, the Company
had 743,150 unvested incentive stock options, with an exercise price of $2.283
per share, which became fully vested and exercisable as of May 24, 2002 as a
result of the above change in control transaction.

7.         Net Operating Loss Carryforwards

At December 31, 2001, the Company had available federal net operating
loss ("NOL") carryforwards of approximately $89,000,000. However, because of the
ownership change in July 2001, the Company would have only been able to use just
$1,300,000 (approximately) of its federal NOLs per year, for those federal NOLs
generated prior to July 2001.

As a result of the May 24, 2002 change-in-control transaction
(described in note 4 above), the Company's federal NOLs are subject to new
annual limitations. The limitations, resulting from substantial ownership
changes, are prescribed in Section 382 of the Internal Revenue Code (the
"Section 382 Limitation"). The Section 382 Limitation is calculated by
multiplying the fair market value of the Company immediately preceding the
change in ownership, by the long-term, tax-exempt rate prescribed by the IRS.
Because of the change in ownership in May 2002, and based on the Section 382
Limitation calculation, the Company will be allowed to use approximately
$290,000 of its pre-May 2002 federal NOLs per year. The Company generated
approximately $200,000 of federal NOL carryforwards after the change of
ownership (from May 25, 2002 to June 30, 2002). There are no limitations
associated with the Company's ability to utilize the additional federal NOLs.

11

Exhibit 99.4

ICU MEDICAL, INC.

ICU MEDICAL, INC. COMPLETES ACQUISITION OF INTEREST
IN BIO-PLEXUS, INC.

NOVEMBER 1, 2002, SAN CLEMENTE, CALIFORNIA -- ICU Medical, Inc.
(NASDAQ/NMS:ICUI), the San Clemente based maker of safe medical connectors and
custom intravenous systems, today announced that it had completed the purchase
of 84% of the common stock of Bio-Plexus, Inc. (OTC BB: BPXS) from ComVest
Venture Partners, L.P. and other investors for cash at a price of $0.66 per
share, and that it had also acquired $2.5 million of notes payable by
Bio-Plexus. ICU Medical reiterated its intention to acquire the remaining
minority interest at the same price per share in the near future. Upon closing,
ICU Medical's nominees were elected to a majority of the seats on Bio-Plexus's
Board of Directors, and Dr. George Lopez, Chairman and CEO of ICU Medical, was
elected Chairman of the Bio-Plexus Board.

Bio-Plexus's principal products are blood collection needles under
the PUNCTUR-GUARD(R) name, which are designed to eliminate exposure to sharp,
contaminated needles.

ComVest Venture Partners, L.P. is a private investment fund
specializing in healthcare and technology ventures.

Dr. George Lopez commented: "Bio-Plexus has been a troubled company.
It has lost over $90 million since inception, recently emerged from bankruptcy
and is losing money at the rate of over $250,000 per month. It is a small player
in a large market. There are risks that we will not succeed in growing sales and
paring expenses to better align with sales volume. We believe ICU Medical can
correct the problems and do what ICU Medical does best, make profits. We look
forward to the challenge."

Bio-Plexus launched the PUNCTUR-GUARD(R) Winged Set for Blood
Collection in July 2001. Winged sets are steel hollow bore needles with attached
tubing used for blood collection. The PUNCTUR-GUARD Winged Set incorporates the
same internal blunting technology used in the Company's PUNCTURE-GUARD
multi-sample blood collection needle. Upon activation, an inner hollow blunt

needle extends beyond the sharp point of the outer needle prior to removal of
the device from the patient, thereby eliminating the exposure to sharp,
contaminated needles. Current devices require removal of the contaminated sharp
needle from the patient before the outer sheath can be moved into place over the
contaminated needle. Bio-Plexus, Inc., designs, develops, manufactures and holds
U.S. and international patents on safety medical needles and other products
under the PUNCTUR-GUARD(R), DROP-IT(R), and PUNCTUR-GUARD REVOLUTION(R) brand
names.

Contact:   Francis J. O'Brien
Chief Financial Officer
ICU Medical, Inc.
(949) 366-2183