EXHIBIT 10.14

                          PURCHASE AND SALE AGREEMENT

         PURCHASE AND SALE AGREEMENT  dated as of March 17, 1997, by and between
MEDICAL  STERILIZATION,  INC., a New York corporation having its principal place
of business at 225  Underhill  Boulevard,  Syosset,  New York 11791  ("MSI") and
SHAMROCK  TECHNOLOGIES,  INC., a New York corporation having its principal place
of business at Foot of Pacific Street, Newark, New Jersey 07114 ("Shamrock").

         WHEREAS,   MSI   currently   performs  for  Shamrock   irradiation   of
polytetrafluroethylene and other services ("PTFE Services") pursuant to the Toll
Processing  Agreement  dated  November  29, 1994  between MSI and  Shamrock,  as
amended (the "Toll Processing Agreement"); and

         WHEREAS,  MSI and Shamrock are parties to a certain Option and Right of
First Refusal Agreement dated November 29, 1994 (the "Option Agreement"); and

         WHEREAS,  MSI has  received an offer from E-Beam  Services,  Inc.  (the
"E-Beam  Offer")  to  purchase  MSI's  electron  beam  accelerator  and  related
equipment, including spare parts thereto; and

         WHEREAS, Shamrock has notified MSI that it will purchase MSI's electron
beam  accelerator  and related  equipment on the same terms as the E-Beam Offer;
and

         WHEREAS,  the E-Beam Offer is subject to a definitive written agreement
between the parties,  and Shamrock and MSI have agreed to certain additional and
different  terms and wish to set forth the terms pursuant to which Shamrock will
purchase MSI's electron beam accelerator and spare parts thereto; and

         WHEREAS,  simultaneously with the execution of this Agreement,  MSI and
Shamrock are entering  into an Amendment  to Toll  Processing  Agreement  and to
Agreement Modifying and Extending the Toll Processing  Agreement Between MSI and
Shamrock (the "Toll  Processing  Amendment") and a certain Release and Ancillary
Agreement  (the  "Ancillary  Agreement")  (the Toll  Processing  Amendment,  The
Ancillary  Agreement  and each of the  documents  delivered  or entered  into in
furtherance thereof are hereinafter referred to as the "Related Agreements");

         NOW,  THEREFORE in  consideration  of the premises and in reliance upon
the mutual representations, warranties, covenants and agreements hereinafter set
forth and in further  consideration of each of the Related  Agreements,  each of
which is an essential  part hereof and a material  inducement to Shamrock's  and
MSI's entering into this Agreement, MSI and Shamrock agree as follows:

                                       1


          1.1 Purchase and Sale of Accelerator and Spare Parts.

                  On the terms and subject to the  conditions  set forth herein,
         at  the  Closing  (as  hereinafter  defined)  MSI  will  sell,  assign,
         transfer,  grant,  convey and  deliver  ("Transfer")  to  Shamrock  and
         Shamrock   will   purchase  and  accept  from  MSI, the  electron  beam
         accelerator  and related  equipment  listed on Schedule 1.1 hereto (the
         "Accelerator"),  together with all spare parts for the Accelerator (the
         "Spare  Parts")  owned  by MSI  on the  Closing  Date  (as  hereinafter
         defined) (collectively, the "Assets").

2.       Purchase Price.

         2.1 Base Purchase Price.  The purchase price to be paid by Shamrock for
         the Accelerator and the Spare Parts is $1,250,000 payable as follows:

                  (i)   $1,000,000,  less any  adjustment  required  pursuant to
                        Section 2.2 hereof, shall be paid at the Closing;

                  (ii)  $250,000 shall be paid upon completion of the removal of
                        the Accelerator as provided in Section 6 hereof;

         2.2  Adjustment  of  Purchase   Price.   The  purchase  price  for  the
         Accelerator  as set forth in  Section  2.1  assumes  that the Value (as
         hereinafter defined) of the Spare Parts on the Closing Date is not less
         than  $150,000.  In the event that the Value of the Spare Parts is less
         than  $150,000,  then the purchase price shall be reduced by the amount
         by which the Value of the Spare Parts is less than $150,000.

         2.3 Payment of Purchase Price.  The Purchase Price to be paid hereunder
         shall,  at the option of MSI, be paid by Shamrock by certified check or
         by wire transfer of immediately available federal funds.

         2.4  Security for Payment of the  Purchase  Price.  On the date hereof,
         Shamrock shall deliver to Harvey Cohen,  Esq., as Escrow Agent a letter
         of credit in the amount of $500,000  in the form  attached as Exhibit I
         to the Escrow  Agreement  which is  attached  as  Exhibit A hereto,  as
         security for payment of the purchase price. Such letter of credit shall
         be returned to Shamrock at the Closing  upon payment by Shamrock to MSI
         of the amount set forth in Section 2.1(i).


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          3.  Representations  and  Warranties  of MSI.  MSI  hereby  covenants,
represents and warrants to Shamrock as follows:

         3.1 Organization of MSI. MSI is a duly organized  corporation,  validly
         existing and in good  standing  under the laws of the State of New York
         with  full  power and  authority  to own its  assets  and  conduct  its
         business in the manner in which it is now conducted.

         3.2  Authorization  of  Transaction.  MSI has full corporate  power and
         authority to execute and deliver this Agreement and each of the Related
         Agreements  and to perform its  obligations  hereunder and  thereunder.
         This Agreement and each of the Related Agreements constitutes the valid
         and legally binding  obligation of MSI,  enforceable in accordance with
         its terms and  conditions.  MSI need not give any notice  to,  make any
         filing with,  or obtain any  authorization,  consent or approval of any
         government  or   governmental   agency  in  order  to  consummate   the
         transactions contemplated by this Agreement or the Related Agreements.

         3.3  Noncontravention.  Neither the  execution and the delivery of this
         Agreement  and  the  Related  Agreements  nor the  consummation  of the
         transactions   contemplated   hereby  or  thereby,   will  violate  any
         constitution,  statute, regulation, rule, injunction,  judgment, order,
         decree,   ruling,  charge  or  other  restriction  of  any  government,
         governmental  agency or court to which MSI is subject, or any provision
         of its charter or bylaws or conflict  with or which  result in a breach
         of,  constitute a default under,  result in the acceleration of, create
         in any party the right to accelerate,  terminate, modify, or cancel, or
         require  any notice  under any  agreement,  contract,  lease,  license,
         instrument or other  arrangement to which MSI is a party or by which it
         is bound or to which any of its assets is subject.

         3.4 Ownership.  MSI is the owner of the Accelerator and the Spare Parts
         and has full power to transfer the Accelerator and the Spare Parts free
         and clear of all liens,  encumbrances,  security  interests,  equities,
         options,  claims,  charges  and  restrictions  except  those  listed on
         Schedule 3.4, each of which shall be removed on or before the Closing.

         3.5 Actions and Proceedings. Except as described in Schedule 3.5, there
         are no actions,  disputes,  claims, suits,  proceedings,  arbitrations,
         investigations,  either administrative or judicial,  pending or, to the
         best  knowledge of MSI,  threatened  or  contemplated,  by,  against or
         affecting or relating to MSI, the  Accelerator  or the Spare Parts,  at
         law or in equity or  otherwise  before or by any court or  governmental
         agency or body,  domestic or foreign,  or before an  arbitrator  of any
         kind.  MSI has not been charged with,  nor to its best knowledge is MSI
         under   investigation  with  respect  to,  any  charge  concerning  any
         violation  of  any  provisions  of  federal,  state  or  local  law  or
         administrative regulation.

                                       3


         3.6 Brokerage.  No brokers,  finders or similar agents on behalf of MSI
         are entitled to any brokerage  commission,  finder's fee or any similar
         compensation,  in connection  with this  Agreement or the  transactions
         contemplated hereby, except for fees payable solely by MSI.

         3.7 Compliance With Laws.  Except as disclosed on Schedule 3.7, MSI has
         on the date hereof  complied with all and will at all times through the
         Closing Date remain in compliance  with laws,  rules,  regulations  and
         orders  applicable  to  the  operation  and  sale  of  the  Accelerator
         including,  but not limited to, environmental laws, rules,  regulations
         and orders.

         3.8 Accelerator  Specifications and Performance Standards.  On the date
         hereof the Accelerator  meets,  and on the Closing Date the Accelerator
         will meet the  specifications  and  performance  standards set forth on
         Schedule 3.8 hereto.

         3.9 Spare  Parts.  Schedule  3.9 hereto sets forth a true,  correct and
         complete  list and brief  description  of all Spare  Parts owned on the
         date hereof,  together with the Radiation  Dynamics,  Inc. ("RDI") list
         price for each such part on February  28,  1997 for each part  acquired
         from RDI and in the case of Spare  Parts which were not  acquired  from
         RDI, the  manufacturer's  list price of such part on February 28, 1997.
         With  respect to any Spare Part for which there is no RDI list price or
         other manufacturer's list price, Schedule 3.9 sets forth the price paid
         by MSI for such parts.

         3.10. Complete Transfer. Schedule 1.1 hereto lists all equipment, parts
         and fixtures which are a part of MSI's electron beam accelerator and no
         piece of equipment  presently  used in the  operation of such  electron
         beam accelerator is not listed on Schedule 1.1.

         3.11. Assignment and  Bill of Sale. The Assignment and Bill of Sale and
         evidence of the filing of the Termination Statements to be delivered at
         the  Closing  will be  sufficient  to  deliver  to  Shamrock  good  and
         marketable  title to the  Assets,  free and  clear  from all  liens and
         encumbrances (other than those in favor of Shamrock).

         3.12  Accuracy  of   Representations   and  Warranties.   Each  of  the
         representations  and warranties of MSI contained in this Agreement will
         be true and correct on the Closing  Date as if made anew and as of such
         date.

         4.   Representations   and  Warranties  of  Shamrock   Shamrock  hereby
         covenants, represents and warrants to MSI as follows:


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         4.1  Organization  of  Shamrock.  Shamrock is duly  organized,  validly
         existing and in good  standing  under the laws of the State of New York
         with full power to conduct its operation as now conducted.

         4.2 Authorization of Transaction. Shamrock has full corporate power and
         authority to execute and deliver this Agreement and each of the Related
         Agreements  and to perform its  obligations  hereunder and  thereunder.
         This Agreement and each of the Related Agreements constitutes the valid
         and legally  binding  obligation of Shamrock  enforceable in accordance
         with its terms and  conditions.  Shamrock  need not give any notice to,
         make any filing with, or obtain any authorization,  consent or approval
         of any  government or  governmental  agency in order to consummate  the
         transactions contemplated by this Agreement or the Related Agreements.

         4.3  Noncontravention.  Neither the  execution and the delivery of this
         Agreement  or the  Related  Agreements,  nor  the  consummation  of the
         transactions   contemplated   hereby  or  thereby,   will  violate  any
         constitution,  statute, regulation, rule, injunction,  judgment, order,
         decree,   ruling,  charge  or  other  restriction  of  any  government,
         governmental  agency  or court to which  Shamrock  is  subject,  or any
         provision of its charter or bylaws or conflict  with or which result in
         a breach of, constitute a default under, result in the acceleration of,
         create  in any party the right to  accelerate,  terminate,  modify,  or
         cancel,  or require any notice under any  agreement,  contract,  lease,
         license,  instrument or other  arrangement to which Shamrock is a party
         or by which it is bound or to which any of its assets is subject.

         4.4  Accuracy  or   Representations   and   Warranties.   Each  of  the
         representations  and warranties of Shamrock contained in this Agreement
         will be true and correct on the Closing  Date as if made anew and as of
         such date.

5. Spare Parts.


         5.1 Value of Spare  Parts.  For the purpose of Section 2.2 hereof,  the
         "Value" of the Spare  Parts shall mean 50% of the  Radiation  Dynamics,
         Inc.  ("RDI") list price for each such spare part  acquired from RDI as
         of the last day of the month  prior to the  month in which the  Closing
         Date  occurs  (the "RDI  List  Price").  In the  event the Spare  Parts
         include any part which was not  acquired  from RDI, the "Value" of such
         parts shall be 50% of the manufacturer's list price of such part on the
         last day of the  month  prior to the month in which  the  Closing  Date
         occurs.  With  respect to any spare part for which there is no RDI List
         Price or other  manufacturer's  list  price,  the  "Value" of such part
         shall be equal to 50% of the price paid by MSI for such part.

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         5.2  Documentation  of Spare  Parts.  Thirty  days prior to the Closing
         Date, MSI shall set aside all spare parts for inspection and assessment
         of value by Shamrock and shall deliver to Shamrock a true,  correct and
         complete  list  identifying  all  Spare  Parts to be  delivered  at the
         Closing  and  the  value  thereof  (the  "Spare  Parts  Schedule").  In
         addition, MSI shall make available to Shamrock documentation sufficient
         to allow  Shamrock to verify  MSI's  calculation  of Value of the Spare
         Parts, including copies of the RDI Price List as of the last day of the
         month prior to the month in which the Closing Date occurs.

         5.3  Representation  Regarding Spare Parts. MSI represents and warrants
         that each item listed on the Spare Parts  Schedule  will be of the type
         normally useable as a part of the Accelerator,  will be in good working
         order  and  except  as set  forth in  Schedule  3.9 will not have  been
         previously  used or be refurbished or rebuilt parts. 

6. Removal of the Accelerator.

         6.1 Removal.  Promptly  after the Closing Date Shamrock  shall commence
         and diligently complete removal of the Accelerator and Spare Parts from
         the MSI  premises.  Removal of the  Accelerator  shall be  performed by
         Shamrock or at  Shamrock's  direction  in a  workmanlike  manner and at
         Shamrock's  sole  cost  and  expense,  provided  that  MSI  shall  make
         available to assist Shamrock at no cost, (i) one supervisory-level  MSI
         employee  at  all  times  during  scheduled   removal   activities  for
         coordination   purposes  and  for  hands-on   participation   and  (ii)
         approximately  50% of Alphonse  Iannucci's time or if Alphonse Iannucci
         is not at such time  employed  by or  otherwise  obligated  to  perform
         services for MSI, MSI shall (x) make  available  equivalent  time of an
         individual  having  technical  knowledge and  experience of Accelerator
         operations  sufficient  to  perform  the  services  contemplated  to be
         performed  by Alphonse  Iannucci  or (y)  compensate  Shamrock  for its
         actual  out of  pocket  costs  incurred  in  hiring  an  individual  as
         described in the preceding clause.

         6.2 Access to  Premises.  From and after the  Closing  Date,  and until
         removal  of the  Accelerator  is  completed,  MSI  will,  at no cost to
         Shamrock,  allow  Shamrock,  its  employees  and agents 24 hour per day
         access to MSI's premises for the purpose of removing the Accelerator.

         6.3 Restoration of Premises.  Shamrock,  its employees and agents shall
         not be  responsible  for  restoration  of the MSI  premises  or for any
         damage to the MSI premises  resulting  from removal of the  Accelerator
         except for damage caused by the gross negligence or willful  misconduct
         of Shamrock or its employees or agents.

         6.4 Plan for  Removal.  Not later  than  June 30,  1997 MSI  shall,  in
         consultation   with   Shamrock   prepare  and  deliver  to  Shamrock  a
         preliminary  plan for removal  activities.  MSI shall,  in consultation
         with Shamrock prepare and deliver to Shamrock

                                       6

         a comprehensive  recommendation for removal of the Accelerator not less
         than 45 days prior to the Closing  Date.  Shamrock  may modify or amend
         the MSI  proposal  for  removal  activities  in such manner as it deems
         appropriate in its sole  discretion,  subject,  however,  to Shamrock's
         obligations under Section 6.1 hereof.

 7. Certain  Additional  Covenants of MSI. 

         7.1 Spare  Parts.  MSI  covenants  and agrees that from the date hereof
         until the Closing Date it will maintain the quality, type and amount of
         inventory of Spare Parts for the  Accelerator  consistent with its past
         practices  and will not sell,  transfer or otherwise  dispose of any of
         the Spare  Parts,  except for use in the  Accelerator  in the  ordinary
         course of business.

         7.2 No Liens.  MSI covenants and agrees that from the date hereof until
         the  Closing  Date,  it will  not  mortgage,  pledge,  assign,  grant a
         security  interest  in or in any way  encumber  the Assets  whether now
         owned or hereafter acquired.

         7.3. Accelerator  Drawings,  Specifications and Operating  Information.
         Within 30 days from the date hereof MSI covenants and agrees to provide
         Shamrock   with  a  complete  set  of   maintenance   records  for  the
         Accelerator,  and not later  than June 30,  1997 MSI shall  provide  to
         Shamrock Accelerator drawings and related facility drawings,  equipment
         specifications,  software  validation  records and operator logs for at
         lease three years prior to the date of such request.  On the request of
         Shamrock,  MSI shall provide  updated  operating  logs to Shamrock on a
         monthly basis from the date hereof through the Closing Date.

         7.4  Access to  Premises.  MSI shall  allow  Shamrock  to  inspect  the
         Accelerator  from time to time  upon  reasonable  notice  from the date
         hereof until completion of removal activities.

         7.5  Insurance.  MSI shall maintain  sufficient  property and liability
         insurance  covering  the Assets  until the Assets  are  transferred  to
         Shamrock.  Property  insurance  shall be in an amount not less than the
         replacement cost of the Assets.

8. The Closing

         8.1  Conditions  Precedent to the  Obligations of Shamrock and MSI. The
         obligations  of Shamrock and MSI under this Agreement to consummate the
         transactions


                                        7



         contemplated hereby will be subject to the satisfaction, at or prior to
         the Closing,  of the condition that there shall not have been entered a
         preliminary or permanent  injunction,  temporary  restraining  order or
         other judicial or  administrative  order or decree in any  jurisdiction
         the effect of which prohibits the Closing.

         8.2 Additional Conditions Precedent to the Obligations of Shamrock. The
         obligations   of  Shamrock  under  this  Agreement  to  consummate  the
         transactions  contemplated  hereby  will  be  further  subject  to  the
         satisfaction,  at or  prior  to  the  Closing,  of  all  the  following
         conditions,  any one or more of which may be waived by  Shamrock at its
         option:

         8.2.1 Accuracy of Representations  and Warranties.  The representations
         and  warranties  of MSI contained in this  Agreement  shall be true and
         correct  in all  material  respects  both on and as of the date of this
         Agreement  and on and as of the  Closing  Date (with the same force and
         effect as if made anew on and as of the Closing Date).

         8.2.2 Compliance With Covenants. All terms, covenants and conditions of
         MSI  contained in this  Agreement to be performed  and complied with by
         MSI on or before the Closing Date shall have been fully  performed  and
         complied with.

         8.2.3 No  Litigation.  Etc.  No  investigation,  suit,  action or other
         proceeding  shall be pending  or  threatened  before  any  governmental
         entity which, in the reasonable opinion of Shamrock or its counsel,  is
         likely to  result  in a  restraint  or  prohibition  on, or an award of
         damages or other  relief in  connection  with,  this  Agreement  or the
         consummation of the transactions contemplated hereby.

         8.2.4  Delivery  of  Documents  on  Behalf  of MSI.  At or prior to the
         Closing MSI shall have caused to be effected  the  deliveries  required
         pursuant to Section 8.4 (b).

         8.3 Additional Conditions to the Obligations of MSI. The obligations of
         MSI under this  agreement to consummate the  transactions  contemplated
         hereby will be further subject to the satisfaction,  at or prior to the
         Closing, of all of the following  conditions,  any one or more of which
         may be waived by MSI at its option:

         8.3.1 Accuracy of Representations  and Warranties.  The representations
         and warranties of Shamrock contained in this Agreement will be true and
         correct  in all  material  respects  both on and as of the date of this
         Agreement  and on and as of the  Closing  Date (with the same force and
         effect as if made anew on and as of the Closing Date).

         8.3.2  Compliance With Covenants.  All terms,  covenants and conditions
         contained  in this  Agreement  to be  performed  and  complied  with by
         Shamrock on or before the Closing  Date shall have been full  performed
         and complied with.

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         8.3.3 No  Litigation,  Etc.  No  investigation,  suit,  action or other
         proceeding  shall be pending  or  threatened  before  any  governmental
         entity  which,  in the  reasonable  opinion of MSI or its  counsel,  is
         likely to  result  in a  restraint  or  prohibition  on, or an award of
         damages or other  relief in  connection  with,  this  Agreement  or the
         consummation of the transactions contemplated hereby.

         8.3.4  Delivery of Documents on Behalf of Shamrock.  At or prior to the
         Closing,  Shamrock shall have effected the deliveries required pursuant
         to Section 8.4(c).

         8.4 The Closing.  (a) Subject to the fulfillment or waiver of the other
         conditions precedent specified in Sections 8.1, 8.2 and 8.3 hereof, the
         consummation of the purchase and sale of the Assets contemplated hereby
         (the  "Closing") will take place on the date which is four months after
         the  termination of the Toll Processing  Agreement,  but not later than
         April 30,  1998.  The Closing will take place at the offices of Gibuey,
         Anthony & Flaherty, 665 5th Avenue, New York, New York.

                  (b)  At  the  Closing,   MSI  will  deliver  to  Shamrock  the
                  following:

                    (1)  Certificate of MSI. A certificate of MSI,  signed by an
                    authorized officer of MSI certifying that the conditions set
                    forth  in  Sections   8.2.1,   8.2.2  and  8.2.3  have  been
                    satisfied;

                    (2) Transfer Documents. Such bills of sale, assignments, UCC
                    termination  statements  and other  instruments  of transfer
                    (the   "Transfer   Documents")   as  may  be   necessary  or
                    appropriate  to Transfer to Shamrock  all right,  Title and
                    interest  in, to and under the Assets  free and clear of all
                    liens and encumbrances, duly executed by MSI and in form and
                    substance  reasonably  satisfactory  to  Shamrock  and  its
                    counsel;

                    (3)  Board of  Directors  Resolutions.  Certified  copies of
                    resolutions  of the Board of  Directors  of MSI  authorizing
                    this  Agreement and each of the Related  Agreements and each
                    of the transactions contemplated hereby and thereby; and

                    (4)  Escrow   Agent   Direction   Agreement.   Authorization
                    directing  the Escrow  Agent to release the letter of credit
                    referred to in Section 2.4 hereof.

                  (c) At the Closing Shamrock will deliver to MSI the following:


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                    (1)  Certificate  of Shamrock.  A  certificate  of Shamrock,
                    signed by an authorized officer of Shamrock  certifying that
                    the conditions set forth in Sections 8.3. I, 8.3.2 and 8.3.3
                    have been satisfied; and

                    (2) Payment of the  Purchase  Price.  An amount equal to the
                    portion of the  Purchase  Price to be paid at the Closing as
                    set forth in Section 2.1 (i) of this Agreement.

9. Further Assurances/Cooperation.

         9.1.1 Further  Assurances.  After the Closing,  MSI will,  from time to
         time, at Shamrock's request and at no charge to Shamrock,  perform such
         other acts and  execute and deliver  such other  instruments  as may be
         required  for the  more  effective  conveyance  of the  Accelerator  to
         Shamrock.

         9.1.2 Cooperation. Shamrock and MSI shall cooperate with each other and
         shall act in good  faith in  performing  their  respective  obligations
         under this Agreement and each of the Related Agreements.

10.  Expenses.  Each  party will pay its own  expenses  (including  expenses  of
counsel and accountants)  incidental to the preparation and carrying out of this
Agreement and the Related Agreements.

11. Miscellaneous.

         11.1  Successors and Assigns.  This Agreement shall be binding upon and
         shall inure to the benefit of the parties  hereto and their  respective
         successors  and  assigns.   This  Agreement  may  not  be  assigned  or
         transferred  by Shamrock  or MSI  without  the  written  consent of the
         non-assigning party. The  representations,  warranties and covenants of
         Shamrock and MSI made  hereunder  will equally  apply to any  permitted
         assignees.

         11.2 Notices.  Any notice or communication  given pursuant hereto shall
         be in writing and deemed given when delivered personally or when mailed
         by  certified  mail,  postage  prepaid,  as  follows:

                 If to  Shamrock:

                        Shamrock  Technologies,  Inc.
                        Foot of Pacific Street 
                        Newark,  NJ 07114
                        Attn: William B. Neuberg
                        Tel: (201) 242-2999

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                  with a copy to:

                        Gibney, Anthony & Flaherty, LLP
                        665 Fifth Avenue
                        New York, NY 10022
                        Attn: Frederick W. Anthony, Esq.
                        Tel: (212) 688-S151

                  If to MSI:

                        Medical Sterilization, Inc.
                        225 Underhill Boulevard
                        Syosset, NY 11791
                        Attn: D. Michael Deignan, President & CEO
                        Tel: (516) 496-8822

                  with a copy to:

                        Harvey Cohen, Esq.
                        Murtagh, Cohen & Byrne
                        1100 Franklin Avenue
                        Garden City, NY 11530
                        Tel: (516) 747-1000

         Any party may change the name or address of the persons  designated  to
         receive notice by a written notice delivered to the other party.

         11.3  Waiver;  Remedies.  No delays on the part of any party  hereto in
         exercising any right,  power or privilege  hereunder shall operate as a
         waiver,  nor  shall  any  waiver  on the part of any such  party or any
         right,  power or privilege  hereunder  operate as a waiver of any other
         right,  power or privilege  hereunder,  nor shall any single or partial
         exercise of any right, power or privilege  hereunder preclude any other
         or further exercise  thereof or the exercise of any other right,  power
         or privilege  hereunder.  The rights and remedies  herein  provided are
         cumulative  and are not  exclusive of any rights or remedies  which any
         party hereto may otherwise have at law or in equity.

         11.4  Counterparts.  This  Agreement  may be  executed in any number of
         counterparts,  each of which  shall be  deemed an  original  but all of
         which together shall constitute a single instrument.


                                       11


         11.5  Governing  Law. This  Agreement  shall be construed in accordance
         with  the  laws of the  State  of New York  without  giving  effect  to
         conflict of laws that would  result in the  application  of the laws of
         another jurisdiction.

         11.6 Effect of Invalidity.  Should any part of this Agreement,  for any
         reason,  be  declared  invalid,  such  decision  shall not  affect  the
         validity of any remaining portion, which remaining portion shall remain
         in force and effect as if this  Agreement  had been  executed  with the
         invalid portion thereof eliminated.

         11.7  Arbitration.  Any controversy or claim arising out of or relating
         to  this  Agreement,  or  any  breach  thereof,  shall  be  settled  by
         arbitration  in accordance  with the  Commercial  Rules of the American
         Arbitration  Association.  Judgment  upon  an  award  rendered  by  the
         arbitrator  or  arbitrators  may be  entered  into in any court  having
         jurisdiction  thereof.  Each  party  shall  bear  its own  costs of the
         arbitration  including,  but not limited to, fees and  disbursements of
         counsel.
                

         IN WITNESS  WHEREOF,  the parties have  executed this Purchase and Sale
Agreement on the date first above written.


                                         SHAMROCK TECHNOLOGIES, INC.

                                         By: /s/ William B. Neuberg
                                             ------------------------
                                                William B. Neuberg
                                         Title: President


                                         MEDICAL STERILIZATION, INC.

                                         By: /s/ Michael Deignan
                                             ------------------------
                                                D. Michael Deignan
                                         Title: President and CEO


                                       12

                                  SCHEDULE 1.1


The  Accelerator  consists  of the  RDI  4.5 MeV  industrial  accelerator  model
4500-34-1220  and all  equipment  and related  components  which  enable  normal
operation and  maintenance,  including but not limited to:  controls and control
console;  window  blower and  ducting;  vacuum  pumps and  controllers;  SF6 gas
handling system,  gas, gas cylinders,  and gas storage vessel;  conveyor system,
including  carts  (including  battery driven drum carts) and  perforated  trays;
water cooling system; all instrumentation,  data recorders,  and printers; ozone
exhaust fans and ductwork;  ventilation  fans;  safety system  equipment;  video
monitoring   system;   radiochromic   dosimetry   readers;   accelerator-related
diagnostic  and  maintenance  equipment,  including  I-beam  platform for vessel
openings,   hoists,   etc.;   spare   parts  for  all  the   above;   and  other
auxiliary-equipment  related to the above items. In addition,  the definition of
the "Accelerator"  includes removable components of the electron beam processing
facility,  such as  major  structural  steel  pieces,  certain  portions  of the
radiation  shielding,  electrical  components,  etc.,  but does not  include the
following equipment utilized by MSI that is not owned by MSI:

                  2 Fork Lift Trucks - Mitsubishi Model FBC15:
                         Serial No. AFB1-50750
                         Serial No. AFB1-50582
                  GE Credit is the Lessor






                                  SCHEDULE 3.4

                      Liens on Accelerator and Spare Parts

Rosenthal  &  Rosenthal,  Inc.  ("Rosenthal")  has a  security  interest  in all
machinery,  equipment and furniture and fixtures, accounts, contract rights and
general  intangibles of MSI pursuant to a security  agreement dated November 29,
1994.  Apple Bank also has a security  interest in the same assets.  Pursuant to
Intercreditor  Agreement  dated  the same  date,  Apple  Bank  subordinated  its
security interest to Rosenthal,  and Shamrock subordinated its security interest
to Rosenthal and Apple Bank.





                                  SCHEDULE 3.5

                            Actions, Disputes, Etc.


                                      NONE





                                  SCHEDULE 3.7
                              Compliance with Laws


MSI has  complied  with  all  laws  as of  this  date.  The  NYS  Department  of
Environmental  Conservation  operating  through the Nassau County  Department of
Health has issued certificates to operate for emission points subject to a final
expiration date of 12/31/97.




                                  SCHEDULE 3.8
                             Performance Standards

A performance  test will include:  verification  of voltage (MeV),  maximum beam
output (milliamps), scan uniformity, and consistency of output (operation for an
8 hour  period  of time at  full  beam  output  with no more  than 4  processing
interruptions).  The Accelerator  must deliver 4.5 MeV and at least 22 milliamps
of beam output.




                                  SCHEDULE 3.9

                                   Spare Parts


   CONTRACT DEPARTMENT - SPARE PARTS


   EPTEK 700         CARDS (SPARES)
   95715-L1          C.P.U. CHASSIE INTERFACE                      $ 1,025.00
   95778-L1          MEMORY BOARD                                    OBSOLETE
   95773-L1          MEMORY BOARD                                    OBSOLETE
   95717-L1          R.S. 232 INTERFACE                                555.00
   95744-L1          A/D CONVERTER MODULE                              295.00
   95750-L1          ANALOG INPUT                                    1,500.00
   95757-L1          ANALOG OUTPUT                                     845.00
   95711-L1          C.P.U. P.C. BOARD                (OBSOLETE)       795.00
   95713-L1      (3) LOAD TRACK DRIVER                               1,025.00
   95722-L1          BIT INPUT ASSY                                    815.00
   95725-L1          PUSH BUTTON PAD P.C.B.           (OBSOLETE)       325.00
   95726-L1          DUAL BYTE I/O ASSY                              1,025.00
   95732-L1          BIT OUTPUT ASSY                                   815.00
   95735-L1          DATA ENTRY KEYPAD ASSY           (OBSOLETE)     1,050.00
   95730-A6     (17) OUTPUT INTERFACE 120V BLOCK
                     ($50 EACH)                                        850.00
   95720-F1      (6) I/O BLOCK  ($60 EACH)                             360.00
   95720-A6     (19) INPUT INTERFACE 120V BLOCK
                     ($50 EACH)                                        950.00
   95762-001         APTAK POWER SUPPLY               (OBSOLETE)     1,050.00
   95714-A6 (3) INTERFACE MODULE ASSY ($500 EACH)                    1.500.00
                                                                   ----------
                                                                   $14,780.00

    All of the Above Items Were
    Purchased from Ribble Engineering Corporation



                                 SCHEDULE 3.9

                                  Spare Parts
   OSCILLATOR SPARE PARTS

   RG 220            ANODE CABLE                                   $ 1,000.00
   R-90044-010       SCR POWER MODULE                                1,780.00
   R-90044-002       SCR LOGIC P.C.B.                                  981.00
   R-90044-11        SCR FAULT DETECTION P.C.B.                        500.00
   M.S.I. DESIGN     D.C. FILTER CHOCKE                              8,168.00(1)
   R-45004           R.F. GRID CHOCKE 1.2 M.H. 5A.                     232.06
   R-00011           GRID CHOCKE ASSY CAP.                              39.22
   R-72029           H.V. RESISTOR                                      40.03
   R-87027           FILTER CAP 2.0 MFD 20KVDC                       1,400.10
   R-87052           FILTER CAP .25 MFD 15KVDC                         432.50
   R-87053           FILTER CAP .25 MFD 17.5 KVDC                      375.48
   R-74054-01        .10 100W. RESISTOR                                 91.48
   R-03051 (20)      100 100W GRID RESISTOR                            625.00
   R-13098-004       GRID CURRENT METER                                125.00
                                                                   ----------
                                                                   $15,789.87

(1) Purchased from Tech-Tran Corp.






                                  SCHEDULE 3.9

                                   Spare Parts
 VACUUM SYSTEM

   R-51118-001        TURBO PUMP SIDE INLET                      $13,560.00 (1)*
   R-83074-004        ROUGHING PUMP                                2,350.00 (2)*
   R-83078            ION GAUGE CONTROLLER                         1,150.00
   R-51120            TURBO PUMP CONTROLLER                        3,150.OO (1)*
   M.S.I.             SCAN WINDOWS MATERIAL
   C-00-09615-018 (6) WINDOW "O" RING                                240.00
   C-00-10459-004 (2) SCAN COILS 116 TURNS                         1,909.44
   D-00-10884-001 (4) DYNODE & GLASS ASSY                         67,289.40
   C-00-13256         ELECTRON GUN                                 3,950.00
   R-83034-001 (11)   ION GAUGE COPPER GASKET                         30.00
   R-83034-004 (8)    PUMP COPPER GASKET                              35.00
   R-83034-005 (9)    VALVE COPPER GASKET                             45.00

VARION ION GAUGE

   938-41            VARIAN LEACK DETECTOR                         7,000.00 (3)
   D-0013523         BEAM TUBE MANIFOLD                           11,837.00
   C-00-14435        FLANGE L.V. 8" B.T. TO B.T.
   C-00-14434        FLANGE B.T. TO ELECTRON GUN
   C-0014433         FLANGE B.T. TO B.T. H.V. END
   C-00-14436        FLANGE 8" B.T. TO MANIFOLD
   B-00-10464-001 (2)B. GUN "O~ RING
   C-00-11267-003 (6)"O" RING PAIRED B.T.
   C-00-11267-001    "O" RING PAIRED B.T. TO B.T.
   B-00-10464-007    "O" RING B.T. TO MANIFOLD
   R-50065-453       "O" RING INTERFACE FLANGE

                     SPENCER BLOWER CAT30104A 840CFM               3,600.00 (4)
                     6" VARIAN GATE VALVE                          2.665.00 (3)
                                                                -----------
                                                                $118,810.84
 (1) Purchased from Balzer's
 (2) Purchased from Alcatel Pumps
 (3) Purchased from Varian
 (4) Purchased from Spencer Blower Inc.

* When the bearings on these items became bad they were rebuilt according to the
manufacturer~s specs.


                                  SCHEDULE 3.9

                                   SPARE PARTS
 CONTROL CONSOLE

   R-37103-005       4 - 15 VOLT P.S.                               $ 131.25
   R-37114-006       5 VOLT P.S.                                       86.25
   E-00-98002-001    BEAM CONTROL AMP, P.C.B.                       2,294.66
   E-00-98018        BEAM REGULATOR CARD                            2,445.00
   E-00-98014        SCAN FUNCTION GEN.                             3,650.00
   R-95092           C.P.U. VIDEO DISPLAY                             865.00
                     SCAN AMP. (BULOVA)                             8,000.00 (1)
                                                                  ----------
                                                                  $17,472.16

ACCELERATOR

   R-00-10395        R.F. SWITCH CONTACT                             $ 16.00
   R-24021-003       R.F. SWITCH CAM                                   49.00
   C-00-10416 (4)    R.F. CHOCKE                                    3,403.80

   D-00-11086        SOLID STATE RECTIFIERS (SPACE PARTS)

   R-30054-001       PHOTOMULTIPLIER TUBE                             272.56
   R-75034           BEAM CONTROL POT 4.5KD                            89.11
                     H.V. DEVIDER BOARD
                     (3 SECT NO. RESISTOR)                          1,500.00
   R-87039  (2)      .028 MFD. CAP.                                   597.70
   R-87040  (2)      .037 MFD. CAP.                                   720.72
   R-87041  (1)      .047 MFD. CAP.                                   349.96

   B-00-10711-002(10)H.V.D. RESISTOR STRING                           810.75

   C-00-11050 (4)    ZENER DIODE ASSY                               3,481.41

                     PHOTOCELL FEMLSEC SAFETY SYSTEM                  400.00
                     5 H.P. MOTOR FOR CONVEYER SYSTEM                 350.00

                                                                 -----------
                              GRAND TOTAL                        $178,893.88

(1) Purchased from Bulova



                                    EXHIBIT A


                                ESCROW AGREEMENT
                                      among
                          SHAMROCK TECHNOLOGIES, INC.,
                           MEDICAL STERILIZATION, INC.
                                       AND
                               HARVEY COHEN, ESQ.
                                  Entered into
                                 March 17, 1997






                                ESCROW AGREEMENT


         ESCROW   AGREEMENT  dated  March  [  ],  1997  by  and  among  Shamrock
Technologies,  Inc. a New York corporation ("Shamrock"),  Medical Sterilization,
Inc. a New York  corporation  ("MSI") and Harvey  Cohen,  Esq.  as escrow  agent
("Escrow Agent").

                                                                 

         WHEREAS,  Shamrock  and MSI are parties to a certain  Purchase and Sale
Agreement of even date herewith (the"Purchase Agreement"); and

         WHEREAS,  the Purchase Agreement requires Sharurock to deliver a letter
of credit in the amount of $500,000  at the time of  execution  of the  Purchase
Agreement;

         NOW, THEREFORE, the parties hereto agree as follows:

         1. Establishment of the Escrow Fund.  Simultaneously with the execution
and  delivery of this Escrow  Agreement,  Shamrock is  delivering  to the Escrow
Agent a clean,  irrevocable  standby letter of credit  substantially in the form
attached  hereto as Exhibit I in the amount of  $500,000,  issued by First Union
and having an expiration date of May 30, 1998 (the "Letter of Credit") to secure
the  Buyer's  obligation  to pay the  portion of the  Purchase  Price to be paid
pursuant to Section 2. l(i) of the Purchase Agreement.

         The Letter of Credit shall be  deposited  with the Escrow Agent and any
amounts  received by the Escrow  Agent as a result of any  drawings  against the
Letter of Credit,  less distributions  provided for herein shall be known as the
"Escrow  Fund." All  amounts  held in the Escrow  Fund (other than the Letter of
Credit) shall be deposited by the Escrow Agent into an interest-bearing  account
(the "Escrow Account") and such deposits shall be from time to time invested and
reinvested as herein  provided.  The Escrow Agent will hold,  and dispose of the
Escrow  Fund,  and any  accretions  thereto or income with respect  thereto,  in
accordance  with the terms and  conditions  hereof.  Defined  terms used but not
defined herein shall have the meanings

                                       -2-

assigned  to them in the  Purchase  Agreement.  In the  event  of the  death  or
incapacity  of the Escrow  Agent,  Shamrock  and MSI shall  mutually  agree on a
successor escrow agent.

2. Investment of the Escrow Fund.

                  2.1  Investment.  The Escrow  Agent shall invest any or all of
the Escrow  Account,  and any  undistributed  accretions  thereto or income with
respect thereto,  as directed in writing by Shamrock,  or in the absence of such
directions,  as the Escrow Agent may from time to time determine,  in any of the
following, in each case not maturing later than six months:

                  (i)  interest-bearing  savings accounts with national banks or
corporations  endowed with trust powers having  capital and surplus in excess of
$1,000,000,000;

                  (ii) obligations  issued or guaranteed by the United States of
America or any agency or instrumentality thereof;

                  (iii)  certificates  of deposit of or accounts  with  national
banks or  corporations  endowed with trust powers having  capital and surplus in
excess of $1,000 000,000; or

                  (iv) commercial paper at the time of investment rated A-1 by
Standard & Poor's Corporation or Pnme-l by Moody's Investor's Service, Inc. (the
Escrow Agent having no liability to determine or inquire into the rating of said
investment).

                  2.2  No  Liability.  The  Escrow  Agent  shall  not  have  any
liability for any loss sustained as a result of any investment  made pursuant to
the  instructions  of  Shamrock  or as a result of any  liquidation  of any such
investment  prior to its  maturity  or for the  failure of  Shamrock to give the
Escrow  Agent any  instruction  to invest or  reinvest  the  Escrow  Fund or any
earnings thereon. 

                                      -3 -


                  2.3 Escrow  Ledger.  The Escrow Agent shall  maintain a ledger
(the "Escrow  Ledger") setting forth (i) the amount of the Letter of Credit held
by the Escrow  Agent;  (ii) the extent the Letter of Credit has been drawn upon;
and (iii) all income or other  items  added to and  distributiors  from or other
items charged against the Escrow Fund.

         3. Procedure or drawing on the Letter of Credit.  In the event that the
Closing has not occurred on or before May 10,  1998,  MSI may give notice to the
Escrow Agent and Shamrock  directing  that the Escrow Agent draw upon the Letter
of Credit ("a Drawing Notice");  provided, however, in no event may MSI give the
Escrow Agent a Drawing  Notice in the event that the Closing has not occurred as
a result of the failure of any of the  conditions  to  Shamrock's  obligation to
Close set forth in Sections  8.1, or 8.2 of the Purchase  Agreement to have been
satisfied.  The Drawing  Notice shall certify that (i) the Closing has not taken
place and (ii) that each of the  conditions set forth in Sections 8.1 and 8.2 of
the Purchase Agreement have been satisfied, and shall be signed by the President
of MSI. The Escrow Agent shall draw upon the Letter of Credit by delivery to the
issuer thereof a Drawing Certificate in the form attached hereto as Exhibit II.

         4.  Disposition  of the Escrow Fund.  After  drawing upon the Letter of
Credit,  the Escrow  Agent shall  disburse the Escrow Fund only (i) upon written
direction  signed by  Shamrock  and MSI,  (ii)  upon  written  direction  of the
Arbitrator  appointed to resolve disputes under the Purchase  Agreement or (iii)
upon  direction of any court of competent  jurisdiction.  The  Arbitrator  shall
determine any actual  damages of MSI (if any) incurred as a result of Shamrock's
failure to Close in breach of its obligations under the Purchase Agreement ("MSI
Damages") and shall direct that such damages be paid to MSI from the Escrow Fund
and that the balance of the Escrow Fund be promptly returned to Shamrock Nothing
herein  shall  prevent  Shamrock  from  recovering  from MSI its actual  damages
resulting  from any breach by MSI of any of its  representations,  warranties or
covenants under the Purchase Agreement.

         5. Return of the Letter of Credit to  Shamrock.  The Escrow Agent shall
return the Letter of Credit to Shamrock on the earlier of (i) receipt of written
notice from MSI that the purchase

                                       -4-


price to be paid pursuant to Section 2.1 (i) of the Purchase  Agreement has been
paid, or (ii) 10 days after  delivery by Shamrock to the Escrow Agent and to MSI
of a certificate of its President stating that the purchase price required to be
paid pursuant to Section 2.1 (i) of the Purchase Agreement has been paid, unless
the Escrow Agent has, prior to the  expiration of such 10 day period  received a
certificate from MSI stating that such amount has not been paid.

         6.  Termination.  This Agreement shall terminate upon the return of the
Letter of Credit to Shamrock or the  distribution  of all of the Escrow Fund and
all other sums held by the Escrow Agent pursuant to this Agreement.

7. Duties of the Escrow Agent.

                  7.1 Duties.  It is agreed that the duties and  obligations  of
the Escrow Agent are those herein specifically provided and no other. The Escrow
Agent shall not have any liability  under,  nor duty to inquire into,  the terms
and provisions of any agreement or instrument, other than this Escrow Agreement.
The Escrow Agent's  duties are  ministerial in nature and the Escrow agent shall
not incur any liability  whatsoever other than for his own willful misconduct or
gross negligence.

                  7.2 Right to Follow  Instructions. The Escrow  Agent shall not
incur any liability for following the instructions herein contained or expressly
provided for, or written instructions given by the parties hereto.

                  7.3 No Duty to Verify. In the absence of willful misconduct or
gross  negligence,  the Escrow Agent shall not have any  responsibility  for the
genuineness  or validity  of any  document or other  material  presented  to or
deposited  with him nor any liability for any action taken,  suffered or omitted
in  accordance  with any  written  instructions  or  certificates  given to him
hereunder and believed by him to be signed by the proper party or parties.

                                      -5-

                  7.4  Consu1tation  with Counsel.  The Escrow Agent may consult
with  counsel  of his  choice,  and shall not be liable  for any  action  taken,
suffered or omitted by him in accordance with the advice of such counsel.

                  7 5  Conflicting  Instructions.  In the event  that the Escrow
Agent shall be uncertain as to his duties or rights  hereunder or shall  receive
instructions,  claims or demands  from any party hereto  which,  in his opinion,
conflict  with  any of the  provisions  of this  Escrow  Agreement,  he shall be
entitled to refrain from taking any action and his sole  obligation  shall be to
keep safely all property held in escrow until he shall be directed  otherwise in
writing by all parties  hereto (other than the Escrow Agent) or by a final order
or judgment of an arbitrator or a court of competent jurisdiction.

                  7.6 Legal Proceedings.  The Escrow Agent shall not be required
to institute legal proceedings of any kind and shall not be required to initiate
or defend any legal proceedings  which may be instituted  against him in respect
of the subject matter of this Escrow  Agreement.  If the Escrow Agent does elect
to  act,  he  will  do so only  to the  extent  that  he is  indemnified  to his
satisfaction against the cost and expense of such defense or initiation.

                  7.7 Release of Escrow Agent.  The Escrow Agent may at any time
resign by giving  written  notice of his  resignation  to the parties  hereto at
their respective  addresses set forth in this Escrow Agreement,  at least twenty
(20) days prior to the date  specified for such  resignation to take effect and,
upon the  effective  date of such  resignation,  all  property  then held by the
Escrow Agent shall be delivered by him to such a person as may be  designated in
writing by the other parties hereto,  whereupon all of the Escrow Agent's duties
and  obligations  hereunder  shall cease and terminate.  If no such person shall
have been  designated  by such time,  all duties and  obligations  of the Escrow
Agent  shall  nevertheless   cease  and  terminate.   The  Escrow  Agent's  sole
responsibility  thereafter shall be to keep safely all property then held by him
pursuant to this Escrow Agreement and to deliver the same to a person or persons
designated by all of the other

                                      -6-

parties  hereto  or in  accordance  with the  directions  of a  formal  order or
judgment of a court of competent jurisdiction.

         8.  Termination  of the Escrow Agent.  Shamrock  and MSI  together  may
terminate the appointment of the Escrow Agent  hereunder upon notice  specifying
the date upon which such  termination  shall take  effect.  In the event of such
termination,  Shamrock  and MSI shall  within  sixty  (60)  days of such  notice
jointly appoint a successor Escrow Agent and the Escrow Agent shall turn over to
such  successor  Escrow Agent the Letter of Credit and all amounts in the Escrow
Fund held by him pursuant to this Escrow  Agreement.  Upon receipt of the Letter
of Credit,  and any funds and other  amounts,  the successor  Escrow Agent shall
thereupon be bound by all of the provisions hereof.

         9. Miscellaneous.

                  9.1  Notices.  Any notice or other  communication  required or
which  may be  given  hereunder  shall be in  writing  and  shall  be  delivered
personally,  telegraphed,  telexed,  sent by facsimile  transmission,  overnight
delivery  service or sent by  certified,  registered  or express  mail,  postage
prepaid and shall be deemed  given when so  delivered  personally,  telegraphed,
telexed, or sent by facsimile  transmission or overnight delivery service or, if
mailed, tour days after the date of mailing, as follows: 

                    If to Shamrock:

                        Shamrock Technologies, Inc.
                        Foot of Pacific Street
                        Newark, NJ 07114
                        Attn: William B. Neuberg, President
                        Tel: (201) 242-2999


                                       -7-


                    with a copy to

                        Gibney, Anthony & Flaherty, LLP
                        665 Fifth Avenue
                        New York, NY 10022
                        Attn: Frederick W. Anthony, Esq.
                        Tel: (212) 688-5151

                    If to MSI:

                        Medical Sterilization, Inc.
                        225 Underhill Boulevard
                        Syosset, NY 11791
                        Attn: D. Michael Deignan, President & CEO
                        Tel: (516) 496-8822

                    with a copy to:

                        Harvey Cohen, Esq.
                        Murtagh, Cohen & Byrne    
                        1100 Franklin Avenue 
                        Garden City, NY 11530
                        Tel: (516) 747-1000

                    If to the Escrow Agent:

                        Harvey Cohen, Esq.
                        Murtagh, Cohen & Byrne
                        1100 Franklin Avenue
                        Garden City, NY 11530
                        Tel: (516) 747-1000

                  Any  party  may  change  the name or  address  of the  persons
                  designated to receive notice by a written notice  delivered to
                  the other party.

                  9.2  Waivers  and  Amendments. This  Escrow  Agreement  may be
amended, modified, superseded, cancelled, renewed or extended, and the terms and
conditions  hereof may be  waived,  only by a written  instrument  signed by the
parties or, in the case of a waiver, the party waiving  compliance.  No delay on
the part of any party in  exercising  any right,  power or privilege  hereunder
shall operate as a waiver thereof, nor shall any waiver on the part of any party
of any

                                       -8-





right, power or privilege  hereunder,  nor any single or partial exercise of any
right,  power or privilege  hereunder,  preclude  any other or further  exercise
thereof or the exercise of any other right,  power or privilege  hereunder.  The
Escrow  Agent shall not be bound by any  modification,  amendment,  termination,
cancellation, rescission or supersession of this Agreement unless the same shall
be in writing and signed by all of the other parties  hereto and, if his rights,
duties,  immunities or indemnities as Escrow agent are affected thereby,  unless
he shall have given his prior written consent thereto.

                  9.3 Governing  Law.   This Escrow  Agreement shall be governed
by and construed in accordance with the laws of the State of New York applicable
to agreements made and to be performed  entirely within that State.  The parties
hereto irrevocably consent to the jurisdiction of the courts at that State.

                  9.4 Assignment. The Escrow Agreement shall be binding upon the
successors and permitted  assigns of the parties.  Except as otherwise  provided
herein,  no assignment of any rights or delegation of any  obligations  provided
for herein may be made by any party without the express  written  consent of all
other parties hereto.

                  9.5 Further Assurances. Each of the parties shall execute such
documents  and other papers and take such further  actions as may be  reasonably
required or desirable to carry out the  provisions  hereof and the  transactions
contemplated hereby.

                  9.6  Variations of Pronouns.  All pronouns and any  variations
thereof refer to the masculine,  feminine or neuter,  singular or plural, as the
identity of the person or persons may require.

                  9.7 Counterparts. This Escrow Agreement may be executed in two
or more counterparts, each of which shall be deemed an original but all of which
together shall constitute one and the same instrument.
                                                                

                                        9



                  9.8  Headings.  The headings in this Escrow  Agreement are for
reference,  purposes  only  and  shall  not in any way  affect  the  meaning  or
interpretation of this Escrow Agreement.

                  IN WITNESS  WHEREOF,  the parties  have  executed  this Escrow
Agreement on the date first above written. 

                                        SHAMROCK TECHNOLOGIES, INC.

                                        By:
                                           --------------------------
                                           William B. Neuberg, President

                                        MEDICAL STERILIZATION, INC.

                                        By:
                                           --------------------------
                                           D. Michael Deignan, President & CEO



                                        ESCROW AGENT

                                        By:
                                           --------------------------
                                           Harvey Cohen, Esq.




                                      -10-


                                                                      EXHIBIT II




                              Drawing Certificate
                                Under First Union
                Irrevocable Standby Letter of Credit No._________


          I refer to the above-referenced  Irrevocable Letter of Credit ("Letter
of Credit").  The terms  defined in the Letter of Credit have the same  meanings
when used herein.

          Harvey Cohen  ("Escrow  Agent")  under that certain  Escrow  Agreement
dated March [ ], 1997 (the "Escrow  Agreement")  by and among the Escrow  Agent,
Shamrock  Technologies,  Inc.  ("Shamrock")  and  Medical  Sterilization,   Inc.
("MSI"),  hereby certifies to First Union with reference to the Letter of Credit
that:

          1. Escrow  Agent has received a notice from MSI as provided in Section
3 of the Escrow Agreement that Shamrock has failed to pay the Purchase Price.

          2. The Escrow Agent hereby draws upon your Letter of Credit No. in the
amount of $500,000.

          3. You shall pay the amount referred to in the preceding  paragraph by
transfer of same day funds to Account No. of the Escrow Agent.

          IN WITNESS  WHEREOF,  the Escrow Agent has executed and delivered this
Certificate this _______ day of ________ , 19__.


                                             HARVEY COHEN, ESQ.
                                             as Escrow Agent


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

                                     - 11 -





                                                                       EXHIBIT I

  [FORM OF APPLICATION AND AGREEMENT FOR IRREVOCABLE STANDBY LETTER OF CREDIT]



                                                                      EXHIBIT II



                              Drawing Certificate
                                Under First Union
               Irrevocable Standby Letter of Credit No. _________

         I refer to the  above-referenced  irrevocable Letter of Credit ("Letter
of Credit"). The terms  defined in the Letter of Credit  have the same  meanings
when used herein.
 
          Harvey Cohen  ("Escrow  Agent")  under that certain  Escrow  Agreement
dated March [ ], 1997 (the "Escrow  Agreement")  by and among the Escrow  Agent,
Shamrock  Technologies,  Inc.  ("Shamrock")  and  Medical  Sterilization,   Inc.
("MSI"),  hereby certifies to First Union with reference to the Letter of Credit
that:

          1. Escrow  Agent has received a notice from MSI as provided in Section
3 of the Escrow Agreement that Shamrock has failed to pay the Purchase Price.

          2. The Escrow Agent hereby draws upon your Letter of Credit No. ______
in the amount of $500,000.

          3. You shall pay the amount referred to in the preceding  paragraph by
transfer of same day funds to Account No. __________ of the Escrow Agent.

          IN WITNESS  WHEREOF,  the Escrow Agent has executed and delivered this
Certificate this __________ day of______ , l9__.


                                                  HARVEY COHEN. ESQ.
                                                  as Escrow Agent


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

                                      -l1-