<PAGE>
<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-K

[ x ]  ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF
       THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended October 31, 1995

                                       OR

[   ]  TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d)
       OF THE SECURITIES EXCHANGE ACT OF 1934

                         Commission File Number 0-13649

                           Cooper Life Sciences, Inc.
             (Exact name of registrant as specified in its charter)

Delaware                                                  94-2563513
(State or other jurisdiction of                           (I.R.S. employer
incorporation or organization)                            identification number)

160 Broadway, New York, New                               10038
(Address of principal executive officers)                 (Zip Code)

Registrant's telephone number, including area code: (212) 791-5362

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

Securities registered pursuant to Section 12(g) of the Act:

Common Stock, par value $.10 per share
(Title of Class)

Preferred Stock Purchase Rights
(Title of Class)

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

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

Aggregate market value of voting (common) stock held by non-affiliates of the
Registrant as of January 17, 1996: $9,816,914.

Number of shares outstanding of each of the Registrant's classes of Common Stock
as of January 17, 1996: 2,111,695.

                      DOCUMENTS INCORPORATED BY REFERENCE:

The Proxy Statement for the Registrant's  1996 Annual Meeting of Stockholders is
incorporated by reference into Part III of this Form 10-K.




<PAGE>
<PAGE>



                                     PART I

ITEM 1. Business

         On  November  30,  1994,   Cooper  Life  Sciences,   Inc.,  a  Delaware
corporation  (the  "Company"),  sold  substantially  all  of the  assets  of its
mortgage  banking  business and as of March 31, 1995  disposed of its  remaining
interest  in  the  business  (see  Note B of  Notes  to  Consolidated  Financial
Statements).  As a result of this sale, the Company is not presently  engaged in
any  business  operations.   The  Company's  mortgage  banking  operations  were
considered to be a discontinued operation as of October 31, 1994. The Company is
currently investigating new business opportunities.

         On February 28, 1995,  Unistar Gaming Corp., a newly organized,  wholly
owned subsidiary of the Company, ("UGC") acquired Unistar Entertainment, Inc., a
privately  held  Colorado  corporation  ("Unistar").  Unistar holds an exclusive
contract with the Coeur d'Alene Indian Tribe in Idaho to develop and manage what
would be the first  national  lottery in the United  States.  As a result of the
acquisition,  approximately  27.5 percent of the outstanding Common Stock of UGC
is now owned by the Company,  and approximately  72.5 percent of the outstanding
Common  Stock of UGC is now owned by the former  stockholders  of  Unistar.  The
shares of Common Stock which are owned by the Company  were  purchased by it for
approximately $5 million comprised primarily of cash, portfolio securities and a
note  payable.  In  December  1995,  the Company  increased  its stake in UGC to
approximately  31.5% by purchasing an  additional  400,000  shares of UGC Common
Stock from a UGC stockholder for a cash purchase price of $.50 per share.

         On December  19,  1995,  pursuant to an  Agreement  and Plan of Merger,
Executone  Information Systems,  Inc., a Virginia corporation whose common stock
trades on the NASDAQ National Market System, ("Executone"),  acquired all of the
issued and outstanding  shares of UGC Common Stock,  including all of the shares
of UGC Common Stock owned by the Company,  in exchange for  3,700,000  shares of
Executone  Common  Stock  (the  "Executone  Common  Stock"),  250,000  shares of
Executone  Series A Preferred Stock (the "Executone  Series A Preferred  Stock")
and 100,000 shares of Executone Series B Preferred Stock (the "Executone  Series
B Preferred  Stock"),  collectively  (the "Executone  Securities").  The Company
received  approximately  31.5%  of the  Executone  Securities,  comprised  of a)
1,166,520 shares of Executone Common Stock, b) 78,819 shares of Executone Series
A Preferred  Stock,  and c) 31,528 shares of Executone Series B Preferred Stock.
(See Note C of Notes to Consolidated  Financial  Statements for more information
on the acquisition and disposition of UGC).

         As a result of the death of Mr. Mel Schnell,  the  Company's  President
and a member of its Board of  Directors,  a number of  management  changes  were
instituted  during  May 1995.  The  number of  persons  comprising  the Board of
Directors of the Company was  increased  from three to four,  and Messrs.  Moses
Marx (a  principal  stockholder  of the  Company)  and  Steven  Rosenberg  (Vice
President-  Finance of the Company) were appointed by the continuing  members of
the Board of Directors to fill the vacancies created by the death of Mr. Schnell
and the  creation  of an  additional  directorship.  Each of  such  persons  was
appointed to serve until the next annual meeting of  stockholders  and until his
successor has been elected and  qualified.  Mr. Marx was also  designated by the
Company to replace Mr.  Schnell as one of the Company's  three  designees on the
Board of Directors of The Cooper Companies, Inc.

         Unless the context otherwise requires,  all references contained herein
to the "Company" are to the Company and its consolidated subsidiaries.

Employees

         On October 31, 1995, the Company had 1 employee.

Securities of The Cooper Companies, Inc.

         Currently,  the  Company  owns  shares  of common  stock of The  Cooper
Companies,  Inc. (the "TCC Common Stock"), a Delaware  corporation  ("TCC"), the
common  stock of which is traded on the New York Stock  Exchange.  As of January
15, 1996,  the Company owned  2,322,533  shares of TCC Common Stock after giving
effect to a one-  for-three  reverse  stock  split  which  became  effective  on
September 21, 1995 (see

                                        2

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Note D of Notes to  Consolidated  Financial  Statements).  Subject to prevailing
market conditions, it is the Company's intention to sell or otherwise dispose of
these assets and use the proceeds thereof to acquire new businesses. The Company
utilized 166,666  post-split  shares of TCC Common Stock as part of the purchase
price of its UGC Common Stock.

ITEM 2. Properties.

The following is the Company's principal facility, which it currently rents on a
month to month basis.
<TABLE>
<CAPTION>

                                                     Approximate         Approximate
                                                     Floor Area          Annual
Location                   Operations                (Sq. Ft.)           Rent
--------                   ----------                ---------           ----
<S>                          <C>                         <C>              <C>      
New York, NY               Executive Offices          1,600            $  29,000
</TABLE>

ITEM 3. Legal Proceedings.

Berlex Laboratories, Inc. v. Cooper Life Sciences, Inc., et al.

         In June  1988,  Berlex  Laboratories,  Inc.  filed a number of  related
actions naming as defendants,  the Company and others. On April 17, 1995 a final
settlement agreement was reached, to which the Company contributed approximately
$21,000.

Spalti v. Cooper Life Sciences, Inc.

         Gerald H. Spalti and his spouse brought an action in March 1992 against
the Company in the  Superior  Court of  California,  Contra  Costa  County,  for
personal  injuries  allegedly  suffered during a surgical  procedure using laser
equipment  manufactured by the Company. In May of 1993, at the conclusion of the
presentation of evidence at trial, the Court, as a matter of law, found in favor
of  the  Company  ruling  that  Mr.  Spalti's  injuries  were  not  caused  by a
malfunction of the laser equipment.  Thereafter, Spalti appealed the case and in
November 1995, the appellate court upheld the judgement in favor of the Company.

Heraeus Lasersonics, Inc. v. Cooper Life Sciences, Inc.

         On November 22, 1992, Heraeus Surgical,  Inc. formerly known as Heraeus
Lasersonics,  Inc.  ("Heraeus")  filed an action in Santa Clara County  Superior
Court (the "California Action").  In this action,  Heraeus, the successor to the
Company's  medical laser  business,  claims that the Asset  Purchase  Agreement,
dated May 11,  1988,  (the  "Asset  Purchase  Agreement")  between  the  parties
obligates the Company to indemnify Heraeus with respect to lawsuits in which the
plaintiff alleges injury caused by a laser sold by the Company prior to the date
of the Asset Purchase Agreement. Heraeus claims, in particular, that the Company
is required to indemnify it for monies expended by Heraeus in defending,  and in
settlement of, an Ohio lawsuit,  referred to as the Sutyak action.  Heraeus also
raises claims based on the principles of equitable  indemnity,  fraud and breach
of contract and seeks a declaratory judgement as to the proper interpretation of
the parties' obligations under the Asset Purchase Agreement. In a proposed first
amended complaint,  Heraeus seeks to add cases in addition to the Sutyak action,
a  California  lawsuit  referred to as the Spalti  action and a Montana  lawsuit
referred to as the Stukey action.

         The Company has filed a  cross-claim  asserting  that it has no duty to
indemnify Heraeus under the terms of the Asset Purchase  Agreement and that part
or all of the damages in the Sutyak  action were caused by Heraeus'  independent
negligence,  breach of its duty to warn and/or its liability with respect to its
own product.  The Company's  cross-claim also seek  indemnification from Heraeus
both under the Asset  Purchase  Agreement  and under common law  principles  for
monies  expended by the Company in  defending  and in  settlement  of the Sutyak
action and seeks a declaratory judgement that Heraeus is obligated to defend the
Company in products  liability cases involving lasers used after the date of the
Asset Purchase  Agreement.  The court has scheduled a settlement  conference for
February 28, 1996 and has set the California Action for trial beginning March 4,
1996. The Company plans to vigorously defend the California Action.




                                        3

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<PAGE>



Other Actions

         The Company is also a defendant in certain other litigation relating to
its former  business  operations.  In the  opinion of  management,  based on the
advice of legal counsel, the ultimate outcome of these matters should not have a
material  impact on the  financial  position  or  results of  operations  of the
Company.  The  Company  accrued  $250,000  for legal  matters  which the Company
believes to be an adequate provision.

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

         Not Applicable.

                                            PART II

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

         The Company's  Common Stock trades on the Nasdaq Stock Market under the
symbol ZAPS.

         The following table sets forth, for the periods indicated, the high and
low sales  prices for the  Company's  Common  Stock as reported by the  National
Association of Securities Dealers, Inc.
<TABLE>
<CAPTION>

                                                              High              Low
<S>                                                            <C>               <C> 
Fiscal Year ended October 31, 1994
November 1, 1993 to January 31, 1994                           8 1/2            7 1/2
February 1, 1994 to April 30, 1994                             8 3/4            7
May 1, 1994 to July 31, 1994                                   7 1/2            6 1/4
August 1, 1994 to October 31, 1994                            11 3/4            6 1/2

<CAPTION>

                                                              High              Low
Fiscal Year ended October 31, 1995
November 1, 1994 to January 31, 1995                          14                10
February 1, 1995 to April 30, 1995                            18 3/4            11
May 1, 1995 to July 31, 1995                                  12 1/4            8 3/4
August 1, 1995 to October 31, 1995                            11                7 1/2
</TABLE>


         As of the close of  business  on  January  17,  1996,  there were 2,960
holders of record of the Company's Common Stock.

Dividends

         To date,  the Company has not paid any  dividends on its common  stock.
The payment of dividends,  if any, in the future is within the discretion of the
Board  of  Directors  and  will  depend  upon the  Company's  earnings,  capital
requirements, financial condition and other relevant factors. The Board does not
intend to declare any dividends in the foreseeable  future,  but instead intends
to  retain  all  earnings,  if any,  for  working  capital  and to  acquire  new
businesses.

                                        4

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<PAGE>



ITEM 6. Selected Financial Data.

                   COOPER LIFE SCIENCES, INC. AND SUBSIDIARIES

                         Five Year Financial Highlights

                           Year-End Financial Position
                             (Dollars in Thousands)

         The  following  is a summary  of  certain  financial  information  with
respect to the Company's  fiscal years ended October 31, 1995, 1994, 1993, 1992,
and 1991.  This  information  is derived from and should be read in  conjunction
with the Company's financial  statements and notes thereto included elsewhere in
this Form 10-K.


<TABLE>
<CAPTION>
                                                                                         October 31,
                                                                                        -------------
                                                              1995           1994(1)      1993(2)        1992          1991
                                                              --------       ----         ------         ----          ----

<S>                                                           <C>           <C>         <C>            <C>           <C>
Balance Sheet Data:


Total Assets                                                  $19,102       $42,582      $145,053      $ 15,124       $ 34,572

Long Term Debt                                                    --          2,300         3,650         1,250          1,250

Total Liabilities                                              2,812         23,163       136,313         3,920          4,703

Stockholders' Equity                                          16,290         19,419         5,579        11,204         29,869

</TABLE>

(1) The  financial  information  for the fiscal  year  ended  October  31,  1994
includes the  operations  of the Company's  majority  owned  subsidiary,  Second
Advantage, as a discontinued operation as of October 31, 1994.

(2) The  financial  information  for the fiscal  year  ended  October  31,  1993
includes the  operations  of the Company's  majority  owned  subsidiary,  Second
Advantage Mortgage Corp. ("Second Advantage"),  for the period from September 1,
1993, the effective date of the acquisition by the Company,  through October 31,
1993.






                                        5

<PAGE>
<PAGE>



                   COOPER LIFE SCIENCES, INC. AND SUBSIDIARIES
                         Five Year Financial Highlights
                     Summary of Consolidated Operations (a)
                    (In Thousands, Except Per Share Amounts)
<TABLE>
<CAPTION>

                                                                       For The Years Ended October 31,
                                                              1995         1994 (1)       1993 (2)         1992           1991
                                                              ------       --------       --------         ------         ----
<S>                                                           <C>          <C>            <C>           <C>             <C>
  Revenues
Dividend income in kind                                       $--           $--           $   298       $  2,135        $ 3,547
Dividend income                                                --               89             --             --             --
Realized and unrealized gain
 (loss) on marketable securities                              (376)          9,320         (3,334)        (8,528)            --
Loss and write-down on The Cooper
 Companies, Inc. Preferred Stock                               --               --             --        (12,611)            --
Insurance recovery                                             --               --             --             --            752
Gain on settlement agreement                                   --               --             --            913            153
Interest and other income - net                                 51             176            163            347            243
                                                              -------      -------        -------       --------        -------
                                                              (325)          9,585         (2,873)       (17,744)         4,695
                                                              -------      -------        -------       --------        -------

  Expenses
General and administrative                                    1,132            979          2,086          3,353          2,538
Interest                                                        193            283            149            165              8
                                                              -------      -------        -------       --------        -------
    Total Expenses                                            1,325          1,262          2,235          3,518          2,546

Income (loss) from continuing
 operations before income taxes                               (1,650)        8,323         (5,108)       (21,262)         2,149
Provision (benefit) from
 income taxes                                                      --           --           (520)          (935)          (417)
                                                              -------      -------        -------       --------        -------
Income (loss) from continuing
 operations                                                   (1,650)        8,323         (4,588)       (20,327)         2,566
Gain (loss) from discontinued
 operations                                                    2,823       (3,084)           (35)           103            234
                                                               ------      -------        -------       --------        -------
Income (loss) before cumulative
 effect of change in accounting
 principle and extraordinary item                              1,173          5,239         (4,623)       (20,224)         2,800
Extraordinary item - Utilization of
 net operating loss carryforward                                  --            --             --             54            138
Cumulative effect of change in
 accounting principle                                              --        2,009             --             --             --
                                                              -------      -------        -------       --------        -------

Net income (loss)                                             $ 1,173      $ 7,248        $(4,623)      $(20,170)       $ 2,938
                                                              =======      =======        =======       ========        =======

Net income (loss) per share Fully Diluted:
 Continuing operations                                        $  (.75)     $  4.01        $ (2.17)      $  (9.83)       $  1.27
 Discontinued operations                                         1.28        (1.49)          (.02)           .05            .12
                                                              -------      -------        -------       --------        -------
                                                                  .53         2.52          (2.19)         (9.78)          1.39
Extraordinary item                                                 --           --             --            .03            .06
Cumulative effect of change
 in accounting principle                                           --          .97             --             --             --
                                                              -------      -------        -------       --------        -------
Net income (loss) per share                                   $   .53      $  3.49        $ (2.19)      $  (9.75)       $  1.45
                                                              =======      =======        =======       ========        =======

Cash dividends per common share                               $    --      $    --        $    --       $     --        $    --
                                                              =======      =======        =======       ========        =======

Weighted average number of
 shares outstanding                                             2,206        2,076          2,113          2,067          2,023
                                                              =======      =======        =======       ========        =======
</TABLE>

(a) The prior years'  amounts have been  reclassified  to conform to the current
years' treatment.

(1) The  financial  information  for the fiscal  year  ended  October  31,  1994
includes the  operations  of the Company's  majority  owned  subsidiary,  Second
Advantage, as a discontinued operation as of October 31, 1994.

(2) The  financial  information  for the fiscal  year  ended  October  31,  1993
includes the  operations  of the Company's  majority  owned  subsidiary,  Second
Advantage,  for the period from  September 1, 1993,  the  effective  date of the
acquisition by the Company, through October 31, 1993.


                                        6

<PAGE>
<PAGE>



ITEM 7.  Managements' Discussion and Analysis of Financial Condition and Results
         of Operations.

         References to Notes herein are references to the "Notes to Consolidated
Financial Statements" of the Company located in Item 8 herein. Reference is also
made to Part I, Item 1 "Business" herein.

Capital Resources and Liquidity:

         The  Company   anticipates  that  during  fiscal  1996,  its  principal
financing needs will consist primarily of funding its general and administrative
expenses and the acquisition  price of one or more new business  activities.  It
may be anticipated that any such acquisition will require the use by the Company
of shares of the common  stock of The Cooper  Companies,  Inc.  (the "TCC Common
Stock")  which are owned by it.  During the fiscal year ended  October 31, 1995,
the Company sold its remaining  interest in its mortgage banking business and is
not presently engaged in any business operations.

         Management  believes that cash on hand and internally  generated  funds
will not be sufficient to meet its corporate general and administrative, working
capital and other cash requirements during fiscal 1996, however, the Company may
raise  cash by sales of  shares  of TCC  Common  Stock  which  are  owned by it,
depending upon prevailing market  conditions.  The Company may obtain additional
cash  by  sales  of  its  own  debt  and/or  equity  securities,  and/or  by the
utilization of the proceeds of borrowings.

         The Company did not have any material capital commitments at the end of
fiscal 1995.

         In 1995,  the Company  used cash  primarily  to acquire its interest in
Unistar  Gaming Corp.  ("UGC") (see Note C). During  fiscal 1994,  the Company's
principal  financing needs consisted of funding its mortgage loans held for sale
and the ongoing net cost of mortgage loan originations.

Cash Flows

         Operating Activities In fiscal 1995, the Company's operating activities
used cash primarily to fund its general and administrative  expenses.  Such cash
was provided by cash flow from investing activities as discussed below.

         Investing  Activities  Net cash  provided by  investing  activities  in
fiscal  1995 was $18.8  million  as a result of the sale by the  Company  of its
mortgage banking business offset by the investment of $3.6 million in UGC.

         Financing  Activities  Net cash used in financing  activities in fiscal
1995  amounted  to  $20.3  million  due to the  decrease  in  notes  payable  to
affiliates  of $2.3  million and the  decrease in line of credit  borrowings  of
$18.0 million used to finance mortgage banking operations.

Results of Operations

Comparison of each of the years in the three-year period ended October 31, 1995:

1995 vs. 1994

General.

         On October 31,  1994,  management  of the Company  formulated a plan to
discontinue its majority owned mortgage origination and servicing business which
was acquired in August 1993. On November 30, 1994, the Company sold the majority
of such business to the Long Island Savings Bank, FSB, ("LISB") and effective as
of March  31,  1995,  the  Company  sold all of its  remaining  interest  in the
business (see Note B).  Accordingly,  the entire mortgage banking  operations of
Second  Advantage  and its wholly  owned  subsidiary,  Entrust  Financial  Corp.
("Entrust")  have been  considered  a  discontinued  operation as of October 31,
1994.

                                        7

<PAGE>
<PAGE>



         Discontinued Operations. The net income of $2,823,000 from discontinued
operations in 1995  includes the Company's  share of the gain on the sale of the
majority of the mortgage banking business to LISB in November 1994 offset by the
loss  of  approximately  $819,000  on  the  disposition  by the  Company  of its
remaining interest in the business effective as of March 31, 1995.

         Continuing Operations.

         Marketable  Securities.  The realized loss on marketable  securities of
$376,000 in 1995  represents  the loss incurred on the  utilization of shares of
TCC Common Stock as part of the acquisition  price of the Company's  interest in
UGC (see Note C). The unrealized gains on marketable securities of $9,300,000 in
1994 were the result of an increase in the market  price of the TCC Common Stock
owned by the Company  offset by the realized loss of  approximately  $500,000 on
shares of TCC Common  Stock sold during  1994 as the  Company  began the orderly
process of  liquidating  its holdings in TCC Common Stock.  Through  October 31,
1994, the Company accounted for its marketable securities under FASB No. 12, and
recognized unrealized gains and losses through a valuation allowance. On October
31,  1994,  the Company  adopted the  provisions  of FASB No. 115. The effect of
adopting  FASB No. 115 was the  recording of income  relating to the  cumulative
effect  of a change in  accounting  principle  of  $2,009,000  representing  the
remaining  unrecorded balance in the valuation allowance (see Note D). Change in
the market value of the available for sale securities after October 31, 1994 are
not reflected in the statement of operations,  but rather in the unrealized gain
(loss) on marketable  securities account,  which is a component of stockholders'
equity on the balance sheet.

         Interest  and Other  Income.  Interest  and other  income  decreased by
$125,000 to $51,000 in 1995 from $176,000 in 1994 due to a one time gain in 1994
of $159,000 on the elimination of an estimated liability.

         Interest Expense.  Interest expense decreased by $90,000 to $193,000 in
1995 from $283,000 due to reduced borrowings.

1994 vs. 1993

         Discontinued Operations.  The loss from discontinued operations of
$3,084,000 and $35,000 in 1994 and 1993, respectively, represents the Company's
share of the losses of Second Advantage and Entrust.

         The sharp  increase in mortgage loan interest rates which began in late
1993 caused a  significant  decrease in mortgage loan demand,  particularly  for
refinancings.  As a result of this rapid decline in overall origination volumes,
there existed a significant  overcapacity  within the mortgage banking industry,
leading to intense price competition and increased production costs. During this
industry wide transition  period,  Entrust's  operating  results were negatively
impacted by these market conditions.

         Entrust  derived  virtually all of its revenue from the origination and
sale of mortgage loans and the servicing of its loan  portfolio.  The results of
its  operations  are  primarily  affected  by the level of demand  for  mortgage
credit, the movement and level of interest rates and the spread between mortgage
loan interest  rates and its cost of funds.  Consequently,  Entrust made various
types of commitments to, among other things, originate loans, sell loans and, in
addition,  utilizes put options and other  optional  commitments to mitigate the
interest rate risk inherent in the business.

         Mortgage Origination Revenue.  Mortgage origination revenue,  primarily
mortgage-related  revenues  and net  secondary  marketing  gains  other than net
interest income and servicing  income for the fiscal year ended October 31, 1994
and the period from  September  1, 1993 (date of  inception  of  operations)  to
October 31, 1993 were  approximately  $7,577,000 and  $2,867,000,  respectively.
Such revenues are directly  impacted by the volume in mortgage loan demand which
declined  dramatically  during 1994 due  primarily to the sharp rise in interest
rates.

         Net secondary  marketing gains depend,  in part, upon the direction and
timing of interest rate movements.  Entrust  attempted to minimize the impact of
such movements through an actively managed hedging program. Net secondary

                                        8

<PAGE>
<PAGE>



marketing gains are also affected by competitive  pricing  policies  employed by
Entrust from time to time in order to stimulate loan originations.

         Servicing  Income.   Servicing  income  included  income  derived  from
company-owned servicing rights (a long-term servicing contract with the owner of
the loan)  and  income  from  subservicing  rights  (generally  a  shorter  term
servicing  contract  usually entered into with another servicer who has a direct
servicing  contract  with  the  owner of the  loan).  Servicing  income,  net of
amortization of purchased  servicing  rights,  for the fiscal year ended October
31,  1994 and the  period  from  September  1,  1993 to  October  31,  1993 were
approximately $2,382,000 and $189,000, respectively.

         The rate at which  the  Company  amortized  its  capitalized  servicing
depended, in part, on the rate at which loans in the servicing portfolio prepay.
Prepayments  in  Entrust's  servicing  portfolio  as of  October  31,  1994  was
approximately 12% on an annualized basis.

         Growth of Entrust's owned servicing  portfolio had been a key component
of the Company's  overall  business  strategy with  management's  expectation of
increased  servicing income as the servicing  portfolio grows.  Additions to the
portfolio during fiscal 1994 amounted to approximately $241 million.  At October
31, 1994,  Entrust's owned servicing portfolio was approximately $915 million as
compared to approximately $674 million at October 31, 1993.

         Sale of Servicing  Rights.  Although  the  Company's  ongoing  business
strategy had been to increase its servicing  portfolio by retaining  most of its
originated servicing, the Company implemented a strategy to increase revenues by
selling virtually all production on a servicing released basis during the second
half of 1994.  For the fiscal year ended  October  31,  1994,  Entrust  recorded
revenue of approximately  $2,500,000 on the sale of loans servicing  released on
mortgage loans with an aggregate principal balance of approximately $276 million
as compared to revenue of  $538,000  on loan sales with an  aggregate  principal
balance of $45 million in 1993. The prices at which servicing rights may be sold
vary over time depending upon, among other things, prevailing interest rates and
prepayment  rates.  The  Company's  decision  to sell its loan  production  on a
servicing  released  basis,  thereby  increasing  revenues,  was based on market
conditions as well as the Company's financial needs.

         Mortgage  Interest  Income.  The level of Entrust's net interest income
depends primarily upon the extent to which interest income on Entrust's mortgage
loans held for sale exceeds interest  expense on the mortgage  warehouse line of
credit  borrowings  used to fund such  mortgage  loans  pending  receipt  of the
proceeds from their sale. Ordinarily, the short-term interest rates on Entrust's
warehouse  borrowings  are lower than  long-term  interest rates on the mortgage
loans held for sale and Entrust  benefits from this  difference or spread during
the period mortgage loans are held. The sharp rise in short-term  interest rates
during 1994 have narrowed  this  difference  resulting in reduced  levels of net
interest  income.  In 1994,  Entrust's  net  interest  income was  approximately
$526,000 as compared to approximately  $307,000 for the two months ended October
31, 1993.

         Income From Continuing Operations

         Marketable  Securities.   Unrealized  gains  on  marketable  securities
amounted to approximately $9.8 million in 1994 resulting from an increase in the
market  price of the TCC Common  Stock  owned by the  Company as compared to the
unrealized loss of approximately  $3.3 million in 1993.  Realized losses in 1994
were approximately $500,000.

         Dividend  Income.   Dividend  income  of  $89,000  in  1994  represents
dividends paid on the TCC Series B Preferred  Stock through  September 26, 1994,
the date on which the TCC Series B Preferred Stock was converted into TCC Common
Stock.  Dividend income of $298,000 in 1993 represents dividends received on the
TCC Preferred Stock (see Note D).

         Interest Expense. Interest expense increased by $134,000 to $283,000 in
1994 from $149,000 in 1993 due to other bank borrowings.

                                        9

<PAGE>
<PAGE>




         Net Sales and Cost of Products.  Net sales  generated by the  Company's
80% owned subsidiary,  Moore Sports Ltd. ("Moore Sports"),  were $ 0, $3,800 and
$167,000 in 1995, 1994 and 1993  respectively.  The cost of products sold were $
0, $6,700 and  $294,000 in 1995,  1994 and 1993  respectively.  Moore Sports was
substantially inactive in 1995.

General and Administrative Expense

         The  Company's  G&A  increased by $153,000 to  $1,132,000  in 1995 from
$979,000 in 1994.  The  increase  is due to an accrual of  $250,000  for certain
legal matters  partially offset by reductions in legal expenses  associated with
litigation  and other matters which were resolved  during 1994 and reductions in
other overhead  expenses  including  salaries,  insurance costs and professional
fees.  G&A  declined  significantly  in  1994  vs.  1993  due  primarily  to the
downsizing  of Moore  Sports.  G&A in 1993 includes all of the expenses of Moore
Sports  including  salaries,  marketing,  advertising,  and a one time charge of
$105,000 relating to the termination of certain agreements.

Inflation and Changing Prices

  The Company has not been materially affected by inflation.

Impact of New Accounting Standards

         On  October 31,  1994,  the  Company  implemented  Financial Accounting
Standard  No.  115  "Accounting  for  Certain  Investments  in  Debt  and Equity
Securities"  ("SFAS  No.  115").  The effect  of  adopting  FASB No. 115 was the
recording  of  income  relating  to  the  cumulative  effect  of  the  change in
accounting totaling $2,009,000.  This amount represents the remaining unrealized
valuation allowance at October 31, 1994.

         Gross realized gains on sales of available-for-sale  securities totaled
$54,000 for the year ended October 31, 1994.  Gross realized  losses on sales of
available-for-sale  securities totaled $376,000 and $548,000 for the years ended
October 31, 1995 and 1994, respectively.  Cost of securities sold was determined
by the average cost method.

         Changes in the valuation  allowance  resulting from unrealized gains or
losses on the TCC Common Stock have been recorded in the statement of operations
prior to the adoption of SFAS No. 115 on October 31, 1994.

         Financial  Accounting  Standard  No. 123  "Accounting  for Stock  Based
Compensation",  issued in 1995,  introduces a method of accounting  for employee
stock-based  compensation  plans  based upon the fair value of the awards on the
date they are  granted.  Under this fair value based  method,  public  companies
estimate  the fair value of stock  options  using a pricing  model,  such as the
Black Scholes model,  which requires  inputs such as the expected  volatility of
the stock price and an estimate of the dividend yield over the option's expected
life. The FASB, however, does not require the use of this method.  Entities that
continue to account for stock option  plans under the  existing  method (APB No.
25) are required to disclose  proforma net income and earnings per share,  as if
the fair value method had been used.  Certain  additional  disclosures  are also
required. The Company expects to disclose the proforma net income,  earnings per
share and other  information as of the effective date of this  pronouncement for
the year ended October 31, 1997.

ITEM 8. Financial Statements and Supplementary Data.

                                       10

<PAGE>
<PAGE>


               Report of Independent Certified Public Accountants


Board of Directors and Stockholders
Cooper Life Sciences, Inc.


We have  audited the  accompanying  consolidated  balance  sheets of Cooper Life
Sciences,  Inc. and its  subsidiaries  as of October 31, 1995 and 1994,  and the
related  consolidated  statements of operations,  stockholders'  equity and cash
flows for the three years ended October 31, 1995. 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  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all  material  respects,  the  consolidated  financial  position  of Cooper Life
Sciences,  Inc. and its  subsidiaries  as of October 31, 1995 and 1994,  and the
consolidated  results of their operations and their  consolidated cash flows for
each of the three years in the period ended October 31, 1995 in conformity  with
generally accepted accounting principles.

We have also audited the financial statement schedule listed in the accompanying
index at Item 14(a)(ii) for the years ended October 31, 1995,  1994 and 1993. In
our opinion,  this financial statement schedule presents fairly, in all material
respects, the information required to be set forth therein.

As discussed in Note D to the  consolidated  financial  statements,  the Company
changed its method of accounting for investments on October 31, 1994.


GRANT THORNTON LLP

New York, New York
January 2, 1996

                                       11

<PAGE>
<PAGE>




                   COOPER LIFE SCIENCES, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                             (Dollars In Thousands)

<TABLE>
<CAPTION>
                                                                                            October 31,
                                                                                               1995               1994
                                                                                            ----------         ----------
<S>                                                                                          <C>                <C>     
         ASSETS

 Cash and cash equivalents                                                                   $    341           $    444
 Marketable Securities - The Cooper Companies, Inc.
  Common Stock                                                                                 13,645             19,602
 Due from Second Advantage Mortgage Corp.                                                         194                 --
 Prepaid expenses and other                                                                        81                 53
 Investment in Unistar Gaming Corp.                                                             4,812                 --
 Furniture, fixtures and equipment, net of
  accumulated depreciation of $62 in 1995
  and $46 in 1994                                                                                  29                 45
 Net assets of discontinued operations                                                             --             22,438
                                                                                             --------           --------
                                                                                             $ 19,102           $ 42,582
                                                                                             ========           ========

         LIABILITIES AND STOCKHOLDERS' EQUITY

 Bank borrowings - line of credit for mortgage operations                                    $     --           $ 18,034
                   other                                                                        1,500              1,500
 Notes payable - affiliates                                                                        --              2,300
 Accounts payable and accrued liabilities                                                       1,312              1,329
                                                                                             --------           --------
                                                                                                2,812             23,163


 Commitments and contingencies

Stockholders' equity
 Preferred stock - $.10 par value: 6,000,000
  shares authorized: none issued                                                                   --                 --
 Common stock - $.10 par value:
  6,000,000 shares authorized:
  2,516,095 shares issued                                                                         251                251
 Additional paid-in capital                                                                    78,283             78,283
 Unrealized gain on marketable securities                                                       1,389              5,783
 Accumulated deficit                                                                          (61,120)           (62,293)

 Less: Common stock in treasury - at cost;
  404,400 shares and 406,400 shares at
  October 31, 1995 and 1994, respectively                                                      (2,104)            (2,130)
 Minimum pension liability adjustment                                                            (409)              (475)
                                                                                             --------           --------
Total stockholders' equity                                                                     16,290             19,419
                                                                                             --------           --------
                                                                                              $19,102            $42,582
                                                                                             ========           ========
</TABLE>
                 The accompanying notes are an integral part of
                               these statements.



                                       12

<PAGE>
<PAGE>




                   COOPER LIFE SCIENCES, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                    (In Thousands, Except Per Share Amounts)


<TABLE>
<CAPTION>
                                                                        For The Years Ended October 31,
                                                                              1995             1994              1993
                                                                              -----            -----             ----
<S>                                                                        <C>              <C>               <C>    
      Revenues

Dividend income                                                            $    --          $    89           $   298
Realized and unrealized gain (loss)
 on marketable securities                                                     (376)           9,320            (3,334)
Interest income and other income - net                                          51              176               163
                                                                           -------          -------           -------
                                                                              (325)           9,585            (2,873)
                                                                           -------          -------           -------

      Expenses

General and administrative                                                   1,132              979             2,086
Interest                                                                       193              283               149
                                                                           -------          -------           -------
    Total expenses                                                           1,325            1,262             2,235
                                                                           -------          -------           -------

Income (loss) from continuing operations
 before income taxes                                                        (1,650)           8,323            (5,108)
Provision (benefit) from income taxes                                           --               --              (520)
                                                                           -------          -------           --------

Income (loss) from continuing operations                                    (1,650)           8,323            (4,588)
Gain (loss) from discontinued operations                                     2,823           (3,084)              (35)
                                                                           -------          -------           -------
Income (loss) before cumulative effect of
 change in accounting principle                                              1,173            5,239            (4,623)
Cumulative effect of change
 in accounting principle                                                        --            2,009                --
                                                                           -------          -------           -------

Net income (loss)                                                          $ 1,173          $ 7,248           $(4,623)
                                                                           =======          =======           =======

Net income (loss) per share
 Primary:
 Continuing operations                                                     $  (.75)         $  4.04           $ (2.17)
 Discontinued operations                                                      1.28            (1.50)             (.02)
                                                                           -------          -------           -------
                                                                               .53             2.54             (2.19)
 Cumulative effect of change
  in accounting principle                                                       --              .98                --
                                                                           -------          -------           -------
 Net income (loss) per share                                               $   .53          $  3.52           $ (2.19)
                                                                           =======          =======           =======

 Weighted average number of shares outstanding                               2,201            2,058             2,113
                                                                           =======          =======           =======

Fully Diluted:
 Continuing operations                                                     $  (.75)         $  4.01           $ (2.17)
 Discontinued operations                                                      1.28            (1.49)             (.02)
                                                                           -------          -------           -------
                                                                               .53             2.52             (2.19)
 Cumulative effect of change
  in accounting principle                                                       --              .97                --
                                                                           -------          -------           -------
 Net income (loss) per share                                               $   .53          $  3.49           $ (2.19)
                                                                           =======          =======           =======

 Weighted average number of shares outstanding                               2,206            2,076             2,113
                                                                           =======          =======           =======
</TABLE>

                 The accompanying notes are an integral part of
                               these statements.



                                       13

<PAGE>
<PAGE>



                   COOPER LIFE SCIENCES, INC. AND SUBSIDIARIES
                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY

                   Years Ended October 31, 1995, 1994 and 1993
                             (Dollars In Thousands)

<TABLE>
<CAPTION>
                                                                                                                 Minimum
                                                                                                                 pension
                                                                     Addi-    Unrealized                         liabil-
                                                     Common  stock   tional   gain on      Accumu-                ity
                                                             Par     paid-in  marketable   lated       Treasury  adjust-
                                                     Shares  value   capital  securities   deficit      stock     ment      Total
                                                     ------  -----   -------  ----------   -------      -----     ----      -----
<S>                                                  <C>     <C>     <C>      <C>          <C>          <C>       <C>       <C>
  Balance at October 31, 1992                        2,391     239    77,419                (64,918)    (1,088)    (448)    11,204
  Net loss                                                                                   (4,623)                        (4,623)
  Treasury shares acquired                                                                              (1,000)             (1,000)
  Issuance of common
   stock warrants                                                         25                                                    25
  Excess of additional pension
   liability over unrecognized
   prior service cost                                                                                               (27)       (27)
                                                     -----   -----   -------  ----------   --------    -------   ------    -------

  Balance at October 31, 1993                        2,391     239    77,444                (69,541)    (2,088)    (475)     5,579

  Net income                                                                                  7,248                          7,248
  Treasury shares acquired                                                                                 (74)                (74)
  Exercise of common
   stock warrants                                      125      12       847                                                   859
  Treasury shares issued
   for pension plan contribution                                          (8)                                32                 24
  Effect of accounting
   change due to increase in
   market value of marketable
   securities                                                                      5,783                                     5,783
                                                     -----   -----   -------  ----------   --------    -------   ------    -------

  Balance at October 31, 1994                        2,516   $ 251   $78,283  $    5,783   $(62,293)   $(2,130)  $ (475)  $ 19,419

  Net income                                                                                  1,173                          1,173
  Treasury shares issued
   for pension plan contribution                                                                            26                  26
  Reduction in value of
   marketable securities                                                          (4,394)                                   (4,394)
  Reduction in pension
   liability over unrecognized
   prior service cost                                                                                                66         66
                                                     -----   -----   -------  ----------   --------    -------   ------   --------

  Balance at October 31, 1995                        2,516   $ 251   $78,283  $    1,389   $(61,120)   $(2,104)  $ (409)  $ 16,290
                                                     =====   =====   =======  ==========   ========    =======   ======   ========

</TABLE>
                   The accompanying notes are an integral part
                               of this statement.


                                       14

<PAGE>
<PAGE>




                   COOPER LIFE SCIENCES, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (IN THOUSANDS)
<TABLE>
<CAPTION>

                                                                                            For The Years Ended October 31,
                                                                                         1995            1994             1993
                                                                                       --------        --------          ------
<S>                                                                                     <C>            <C>             <C>      
     Cash flows from operating activities:
  Net income (loss)                                                                     $  1,173       $  7,248        $ (4,623)
  Adjustments to reconcile net income (loss) to net
   cash used in operating activities:
  Cumulative effect of change in accounting principle                                         --         (2,009)             --
  Realized and unrealized (gain) loss on
   marketable securities                                                                     376         (9,320)          3,334
  Gain (loss) from discontinued operations                                                (2,823)         3,084              --
  Dividends received in kind                                                                  --             --            (298)
  Issuance and exercise of common stock warrants                                              --            109              25
  Reduction of estimated other tax liabilities                                                --             --            (554)
  Depreciation and amortization                                                               16             17             279
  Minority interest                                                                           --             --             (98)
    Changes in assets and liabilities:
  Increase in mortgage loans held for sale, net                                               --             --         (33,590)
  Increase in accrued income and receivables                                                (194)            --             (87)
  Decrease (increase) in prepaid expenses and other                                          (27)           296              (1)
  (Decrease) increase in accounts payable and other
   accrued liabilities                                                                        75           (688)           (572)
                                                                                        --------       --------        --------
  Net cash used in operating activities                                                   (1,404)        (1,263)        (36,185)
                                                                                        --------       --------        --------


     Cash flows from investing activities:
  Sale of discontinued operations                                                         25,260             --              --
  Investment in Unistar Gaming Corp.                                                      (3,625)            --              --
  Cash received on sale of The Cooper
   Companies, Inc. common stock                                                               --          2,107              --
  Cash of discontinued operations                                                             --         (1,409)             --
  Cash received in exchange of The Cooper
   Cooper Companies, Inc. preferred stock                                                     --             --           4,000
  Purchase of property and equipment                                                          --             --            (145)
  Decrease in notes receivable - affiliate                                                    --             --              60
  Cash used in acquisition of affiliate, net of
    cash acquired                                                                             --             --          (2,204)
                                                                                        --------       --------        --------
  Net cash provided by investing activities                                               21,635            698           1,711
                                                                                        --------       --------        --------


     Cash flows from financing activities:
  (Decrease) increase in notes payable - affiliates                                       (2,300)          (500)            900
  Increase in other bank borrowings                                                           --             --           1,500
  Payments on notes payable                                                                   --             --          (1,269)
  Increase (decrease) in line of credit borrowings                                       (18,034)            --          23,797
  Increase in drafts payable                                                                  --             --           9,138
  Acquisition of treasury stock                                                               --            (50)             --
  Proceeds from capital contributed by minority
   stockholders to subsidiary                                                                                --             150
                                                                                        --------       --------        --------
  Net cash provided by (used in) financing activities                                    (20,334)          (550)         34,216
                                                                                        --------       --------        --------
Net decrease in cash and cash equivalents                                                   (103)        (1,115)           (258)

Cash and cash equivalents at beginning of year                                               444          1,559           1,817
                                                                                        --------       --------        --------

Cash and cash equivalents at end of year                                                $    341       $    444        $  1,559
                                                                                        ========       ========        ========

Supplemental disclosures of cash flow information:

  Cash paid during the year for:
    Interest                                                                            $    192        $   283        $  1,024
    Income Taxes                                                                        $     22        $    35        $     19

</TABLE>
                                       15

<PAGE>
<PAGE>




                   COOPER LIFE SCIENCES, INC. AND SUBSIDIARIES
                CONSOLIDATED STATEMENTS OF CASH FLOWS - continued
                                 (IN THOUSANDS)


Supplemental schedule of non cash investing activities (Notes B, C and F)

          The Company  initially  acquired  27.5% of the common stock of Unistar
Gaming Corp. for $4.8 million. The purchase price was satisfied as follows:

<TABLE>
<S>                                                           <C>       
         Cash                                                 $2,500,000
         Forgiveness of indebtedness
          for advances to UGC                                    475,000
         Note payable                                            650,000
         Fair value of TCC Common Stock
          issued to UGC                                        1,188,000
                                                              ----------
                                                              $4,813,000
                                                              ==========
</TABLE>


         During  1994,  a  stockholder  exercised  warrants  for the purchase of
125,000 shares of common stock for $750,000.  The exercise price was provided by
a reduction in the note payable to the shareholder.

         The Company  acquired 51% of the voting  securities of Second Advantage
Mortgage Corporation for $4.7 million in 1993.

<TABLE>
<S>                                                           <C>      
    Fair value of assets acquired                             $ 108,800
    Liabilities assumed                                        (104,100)
                                                              ---------
    Cash used in acquisition                                  $   4,700
                                                              =========
</TABLE>


              The accompanying notes are an integral part of these
                                  statements.


                                       16

<PAGE>
<PAGE>



                   COOPER LIFE SCIENCES, INC. AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements
                         October 31, 1995, 1994 and 1993

NOTE A - ORGANIZATION AND SUMMARY OF ACCOUNTING POLICIES

         Cooper Life Sciences,  Inc. (the  "Company"),  a Delaware  corporation,
owned a majority  interest in a company engaged in mortgage  banking from August
1993 to October 1994 (Note B). At the present  time,  the Company is not engaged
in any operating activities.

A summary of the significant  accounting  policies  consistently  applied in the
preparation of the accompanying consolidated financial statements follows:

1.       Principles of Consolidation

         The consolidated  financial  statements  include the accounts of Cooper
Life  Sciences,  Inc.  and  its  majority-owned  subsidiaries.  All  significant
intercompany accounts and transactions have been eliminated.

2.       Marketable Securities

         On October  31,  1994,  the  Company  adopted  Statement  of  Financial
Accounting  Standards No. 115  "Accounting  for Certain  Investments in Debt and
Equity  Securities."  In accordance with Statement No. 115,  Company  management
determines the appropriate  classification of securities at the time of purchase
and  reevaluates  such  designation  as of each balance  sheet date.  Marketable
equity  securities  not held as trading  assets in  anticipation  of  short-term
market  movements  are  classified  as  available-for-sale.   Available-for-sale
securities are carried at fair value, with the unrealized gains and losses,  net
of tax, reported as a separate  component of shareholders'  equity.  The cost of
securities  sold is based on the average cost method.  At October 31, 1995,  the
Company  considers  all of its holdings of The Cooper  Companies,  Inc.  ("TCC")
common stock to be securities available for sale.

         The Company owns  approximately 20% of the outstanding  common stock of
TCC. The Company's intent is to liquidate its holdings of TCC common stock in an
orderly  fashion  which  should  result  in a  holding  of less  than 20% of the
outstanding TCC common stock.  Accordingly,  management believes that fair value
is the most meaningful method of valuing this investment.

3.       Investment in Unistar Gaming Corp.

         The Company owns  approximately 31% of the outstanding  common stock of
Unistar  Gaming Corp.  ("UGC") (see Note C). The Company sold its  investment in
UGC in December 1995.  Accordingly,  management  believes that fair value is the
most meaningful method of valuing this investment.

4.       Property and Equipment

         Property and  equipment  are stated at cost.  Depreciation  is computed
using the  straight-line  method over the  estimated  useful lives of the assets
ranging  from 3 to 20  years.  Leasehold  improvements  are  amortized  over the
shorter of the economic life of the  improvements  or the remaining terms of the
applicable leases.

                                       17

<PAGE>
<PAGE>




                   COOPER LIFE SCIENCES, INC. AND SUBSIDIARIES
             Notes to Consolidated Financial Statements (continued)
                         October 31, 1995, 1994 and 1993

NOTE A - (continued)

5.       Income Taxes

         During the year ended October 31, 1993, the Company  adopted  Financial
Accounting Standards Board Statement of Financial Accounting  Standards  No. 109
("SFAS No. 109") - Accounting for Income Taxes. The adoption of SFAS No. 109 did
not have a significant effect on the financial position or results of operations
of the Company.

6.       Net Income (Loss) Per Share

         Net income  (loss) per share is determined  using the weighted  average
number of Common shares and dilutive common stock equivalents outstanding during
the respective  periods.  Common stock equivalents have not been included in the
determination of net loss per share as they are antidilutive or have no material
effect.

7.       Cash Equivalents

         The Company considers all highly liquid debt investments purchased with
an original maturity of three months or less to be cash equivalents.

8.       Use of Estimates

         In preparing financial statements in conformity with generally accepted
accounting principles,  management is required to make estimates and assumptions
that affect the reported amounts of assets and liabilities and the disclosure of
contingent  assets and  liabilities at the date of the financial  statements and
revenues and expenses during the period.  Actual results could differ from those
estimates.  The principal  estimates and assumptions used by the Company are the
valuation of the investment in Unistar Gaming Corp.  (Note C), the tax liability
reserve (Note H), long-term assumptions used for the employee benefit plan (Note
J) and the litigation reserve (Note L).

9.       Reclassifications

         Certain  amounts in the 1994 and 1993  financial  statements  have been
reclassified to conform to the current year's presentation.

NOTE B - SECOND ADVANTAGE MORTGAGE CORPORATION

         Disposition

         On October 31,  1994,  management  of the Company  formulated a plan to
discontinue  its mortgage  banking  business.  Accordingly  the entire  mortgage
banking operations of Second Advantage Mortgage Corp.  ("Second  Advantage"),  a
51% owned subsidiary of the Company,  and its wholly owned  subsidiary,  Entrust
Financial  Corp.  ("Entrust")  was  considered  a  discontinued  operation as of
October 31, 1994.

         On November 30, 1994,  pursuant to an Asset Purchase Agreement dated as
of November 23, 1994 by and between The Long Island  Savings Bank,  FSB ("LISB")
and Entrust (the "Asset  Purchase  Agreement"),  Entrust sold to LISB its entire
origination business,  including mortgage loans held for sale and mortgage loans
in process, a substantial portion of its rights to service loans for others, and
a substantial portion of its fixed assets. Pursuant to the Asset Purchase


                                       18

<PAGE>
<PAGE>



                   COOPER LIFE SCIENCES, INC. AND SUBSIDIARIES
             Notes to Consolidated Financial Statements (continued)
                         October 31, 1995, 1994 and 1993

NOTE B - (continued)

Agreement,  LISB assumed the prospective obligations and duties of Entrust under
certain contracts and leases relating to the assets acquired by it.

         The gross  purchase price  realized by Entrust in the  transaction  was
approximately $31 million in cash, which after repayment of indebtedness related
to the business  (including  repayment  to two officers and  directors of Second
Advantage of  approximately  $1.0 million  principal  amount of indebtedness for
borrowed money and approximately $17.8 million to its principal lender to retire
its warehouse and credit facility secured  indebtedness) will result in net sale
proceeds  to  Entrust  of  approximately  $11.0  million.  The gain on such sale
amounted to  approximately  $2.8  million.  As of October 31,  1995,  all of the
purchase price proceeds had been received by Entrust, $18.8 million of which was
used to retire indebtedness, excluding approximately $375,000 which was retained
in escrow  (the "LISB  Escrow") as security  for the  performance  or payment of
indemnification  obligations of Entrust to LISB, if any, which is expected to be
paid to Entrust in 1996.

         Pursuant  to a  Redemption  Agreement  dated as of April 19,  1995 (but
effective as of March 31,  1995),  by and among Second  Advantage and all of its
stockholders,  including  the Company,  Second  Advantage  purchased  all of its
outstanding capital stock held by the Company for a cash purchase price equal to
(a)  approximately   $3,879,000  plus  (b)  certain  contingent   considerations
consisting  primarily of 50% of the first  $763,800 to be received from the LISB
Escrow in 1995 and 1996. In September 1995, the Company  received  $187,500 from
the LISB Escrow.

         The net assets of the  discontinued  operations at October 31, 1994 are
summarized as follows:

<TABLE>
<S>                                                                    <C>        
Mortgage loans held for sale, net of discount                          $19,711,000
Purchased mortgage servicing rights, net of
 accumulated amortization of $885,000                                    4,734,000
Other assets                                                             3,860,000

Drafts payable issued for
 mortgage loan closings                                                 (5,250,000)
Other liabilities                                                         (617,000)
                                                                       -----------
                                                                       $22,438,000
                                                                       ===========

</TABLE>

         The results of the discontinued  operations for the years ended October
31, 1995 and 1994 are summarized as follows:

<TABLE>
<CAPTION>
                                       Year                               Year
                                       ended                              ended
                                        1995                               1994
                                    ------------                       --------

<S>                                 <C>                                <C>         
Revenue                             $       -                          $ 11,024,000
Net loss                                    -                            (6,017,000)
Loss allocable
 to the Company                             -                            (3,084,000)
Loss per share                      $       -                          $      (1.54)
</TABLE>

                                       19

<PAGE>
<PAGE>




                   COOPER LIFE SCIENCES, INC. AND SUBSIDIARIES
             Notes to Consolidated Financial Statements (continued)
                         October 31, 1995, 1994 and 1993

NOTE B - (continued)

         Entrust  had  a  $63  million   warehouse  bank  line  of  credit  (the
"Warehousing Agreement") to fund its mortgage loan activity which was fully paid
and terminated effective November 30, 1994. This line of credit bore interest at
various rates,  primarily the  Euro-dollar  rate,  including a rate adjusted for
compensating  balances.  The  weighted  average cost of funds under this line of
credit was 4.95% for the fiscal year ended  October 31, 1994.  Borrowings  under
this  line  were  collateralized  by  mortgage  loans  held  for  sale  and were
guaranteed  by Entrust.  At October 31,  1994,  borrowings  under this  facility
totaled  approximately $14.2 million.  These borrowings were repaid when Entrust
received  payment  from the sale of the  underlying  mortgage  loan  collateral.
Entrust was to comply with certain  covenants  provided in its loan  agreements,
including requirements relating to maintenance of net worth,  liabilities to net
worth,  current  assets to current  liabilities,  loan  servicing  portfolio and
dividend restrictions.

         Entrust also made use of a Servicing  Secured Credit  Agreement,  which
was fully paid and terminated  effective November 30, 1994, which provided for a
line of  credit  for up to $6.0  million,  secured  by  servicing  contracts  of
approximately   $915  million  principal   amount,   and  subject  to  covenants
substantially  the same as those under the Warehousing  Agreement.  The weighted
average  cost of funds  under this line of credit was 8.51% for the fiscal  year
ended  October 31,  1994.  At October 31,  1994,  borrowings  under this line of
credit amounted to $3.8 million.

         At  October  31,  1994,  Entrust  was not in  compliance  with  certain
covenants  related  to its line of  credit  arrangements.  However,  the line of
credit  was  repaid on  November  30,  1994 in  connection  with the sale of the
mortgage banking operations to LISB.

         Interest   expense  and  related  fees  on  Entrust's  line  of  credit
borrowings  for the  fiscal  year ended  October  31,  1994 and the period  from
September  1, 1993 to October  31,  1993 were  approximately  $2.2  million  and
$645,000,  respectively,  were specifically  related to the mortgage operations,
and are included in the loss from  discontinued  operations in the  accompanying
consolidated statement of income.

         Entrust had  approximately  $5.3  million  and $35.2  million in drafts
payable at October 31, 1994 and 1993,  respectively,  issued to  facilitate  the
closing of mortgage loan originations. Drafts payable represented mortgage loans
for which closings have occurred prior to October 31, 1994, for which the drafts
have not cleared the bank  line-of-credit.  Upon  clearing the bank,  the drafts
were funded by line of credit borrowings.

         Acquisition

         On  August  31,  1993,  the  Company,   through  its  newly  organized,
wholly-owned  subsidiary,  Greater American Finance Group, Inc., acquired 51% of
the  outstanding  voting  securities of Second  Advantage  Mortgage  Corporation
("Second  Advantage")  which  simultaneously  acquired  all  of the  issued  and
outstanding capital stock of Leader Financial Corporation ("Leader") in exchange
for 49% of the  voting  securities  of Second  Advantage.  Leader  is  primarily
engaged in the business of servicing  residential  mortgages.  At the same time,
Leader  acquired the assets and properties  comprising the mortgage  origination
businesses of two other  companies,  First  Advantage  Mortgage  Corporation and
EnTrust Funding Company for approximately $6.1 million.  Leader then changed its
name to First Advantage Mortgage  Corporation who subsequently  changed its name
to Entrust Financial

                                       20

<PAGE>
<PAGE>




                   COOPER LIFE SCIENCES, INC. AND SUBSIDIARIES
             Notes to Consolidated Financial Statements (continued)
                         October 31, 1995, 1994 and 1993

NOTE B - (continued)

Corporation ("Entrust").  Such operations were sold in November 1994 and is
considered as a discontinued operation as of October 31, 1994.

         The purchase price for the Company's investment in Second Advantage was
$4.7 million. The Company also loaned $650,000 to Second Advantage.  The sources
of funds  utilized by the Company in this  transaction  were  available  working
capital  (approximately  $4.0  million)  and the proceeds of a $1.5 million bank
loan.

         The acquisition of Second Advantage was accounted for as a purchase and
the  results  of  the  operations  of  Second  Advantage  are  included  in  the
accompanying  statement  of  operations  from the date of the  acquisition.  The
excess of the purchase price over carrying value of net mortgage  banking assets
purchased was allocated to purchased servicing rights amounting to approximately
$1,300,000.  Because  the  transfer  of  Leader's  net  assets was to a commonly
controlled  entity,  Leader's  assets and  liabilities  were  recorded  at their
respective  book values,  which  approximated  $1.8 million in net assets on the
date of acquisition.

         The following is an unaudited  summary of the results of operations for
the years ended October 31, 1993 and 1992 as if the  acquisition had taken place
as of the beginning of the year.  These pro forma results have been prepared for
comparative  purposes only and do not purport to be indicative of the results of
operations for the periods specified had the transaction actually been completed
at the beginning of each respective  period or of the results which may occur in
the future.
<TABLE>
<CAPTION>
                                                1993                       1992
                                            ------------               --------

<S>                                         <C>                        <C>          
Revenues                                    $15,595,000                $   (480,000)
Loss from operations                        $(5,459,000)               $(19,985,000)
Net loss                                    $(5,391,000)               $(19,828,000)
Loss per share                              $     (2.55)               $      (9.59)
</TABLE>

NOTE C - Unistar Gaming Corp.

         On February 28, 1995,  Unistar Gaming Corp.  ("UGC")  acquired  Unistar
Entertainment,  Inc., a privately held Colorado corporation ("Unistar"). Unistar
holds an  exclusive  contract  with the Coeur  d'Alene  Indian Tribe in Idaho to
develop  and  manage  what  would be the first  national  lottery  in the United
States. As a result of the acquisition,  approximately  27.5% of the outstanding
Common Stock of UGC is now owned by the Company,  and approximately 72.5% of the
outstanding  Common  Stock of UGC is now  owned by the  former  stockholders  of
Unistar.  The shares of UGC Common  Stock  which are owned by the  Company  were
purchased for  approximately $5 million comprised  primarily of cash,  portfolio
securities and a note payable. In December 1995, the Company increased its stake
in UGC to approximately  31.5% by purchasing an additional 400,000 shares of UGC
Common Stock from a UGC stockholder for a cash purchase price of $.50 per share.

         On December 19, 1995 (the "Closing Date"), pursuant to an Agreement and
Plan of Merger,  Executone  Information  Systems,  Inc., a Virginia  corporation
whose common stock trades on the NASDAQ National  Market System,  ("Executone"),
acquired all of the issued and outstanding shares of UGC Common Stock, including
all of the shares of UGC Common  Stock owned by the  Company,  in  exchange  for
3,700,000  shares of Executone  Common  Stock (the  "Executone  Common  Stock"),
250,000 shares of Executone  Series A Preferred Stock (the  "Executone  Series A
Preferred  Stock") and 100,000 shares of Executone Series B Preferred Stock (the
"Executone Series

                                       21

<PAGE>
<PAGE>




                   COOPER LIFE SCIENCES, INC. AND SUBSIDIARIES
             Notes to Consolidated Financial Statements (continued)
                         October 31, 1995, 1994 and 1993

NOTE C - (continued)

B Preferred Stock"),  collectively (the "Executone  Securities").  Each share of
Executone  Series A and Series B Preferred  Stock has voting  rights  equal to a
share  of  Executone   common  stock  and  will  earn  dividends  equal  to  its
proportionate  share (18.5% for Series A and 31.5% for Series B) of 50% of UGC's
net income. The Executone Series A and Series B Preferred Stock is redeemable at
Executone's   option  for  4.925  million  shares  and  8.375  million   shares,
respectively,  of  Executone  common  stock and is  convertible  at the holders'
option, if certain revenue and profit parameters are met by UGC, for up to 4.925
million  shares and 8.375  million  shares,  respectively,  of Executone  common
stock.  The  Executone  Series B Preferred  Stock is subject to the  approval of
Executone's  shareholders  for redemption or conversion  into  Executone  Common
Stock.  There  can be no  assurance,  however,  that  UGC will  earn net  income
sufficient  to pay  dividends on the  Executone  Series A and Series B Preferred
Stock or that UGC will meet the  revenue  and  profit  parameters  necessary  to
enable the  holders to convert  the  Executone  Series A and Series B  Preferred
Stock into Executone Common Stock.

         In exchange for its shares of UGC Common  Stock,  the Company  received
approximately  31.5% of the  Executone  Securities,  comprised  of a)  1,166,520
shares of  Executone  Common  Stock,  b) 78,819  shares  of  Executone  Series A
Preferred Stock, and c) 31,528 shares of Executone Series B Preferred Stock. The
Company has agreed that for a period of six months  following  the Closing  Date
not to sell,  transfer,  assign,  pledge  or grant a  security  interest  in its
Executone  Securities and  thereafter,  through the last day of the twelfth full
calendar  month  following the Closing Date, not to sell in any calendar month a
number  of  shares  of its  Executone  Securities  equal to more than the sum of
16.66% of the Executone  Preferred Stock or the Executone Common Stock issued to
the  Company  on the  Closing  Date or  thereafter  and any unused  amount  from
previous calendar months. Not later than August 31, 1996, Executone is obligated
to file with the  Securities and Exchange  Commission a  registration  statement
covering  the resale of all shares of the  Executone  Common Stock issued on the
Closing  Date plus all  shares  of  Executone  Common  Stock  issuable  upon the
conversion or redemption of the Executone Series A or Series B Preferred Stock.

NOTE D - THE COOPER COMPANIES COMMON AND PREFERRED STOCK

         At October 31, 1995 and 1994,  the Company owned  2,322,533  shares and
2,489,200 shares, respectively of the common stock of The Cooper Companies, Inc.
("TCC"),  (the "TCC  Common  Stock"),(after  giving  effect  to a  one-for-three
reverse stock split which became effective on September 21, 1995) At October 31,
1993,  the Company  owned 345 shares of TCC series B  preferred  stock (the "TCC
Series B Preferred  Stock") which  represented all of the issued and outstanding
shares of TCC Series B Preferred Stock. On September 26, 1994, the 345 shares of
TCC Series B Preferred Stock were converted into 3,450,000  shares of TCC Common
Stock.

         The  following  is a summary  of  available-for-sale  securities  as of
October 31, 1995 and 1994:
<TABLE>
<CAPTION>
                                                                Gross
                                                              Unrealized       Fair
(in thousands)                              Cost                Gains          Value
                                            ----                -----          -----
<S>                        <C>               <C>                <C>            <C>    
The Cooper Companies, Inc.
 Common Stock
                           1995             $12,256           $1,389           $13,645
                                            =======           ======           =======
                           1994             $13,819           $5,783           $19,602
                                            =======           ======           =======

</TABLE>

                                       22

<PAGE>
<PAGE>




                   COOPER LIFE SCIENCES, INC. AND SUBSIDIARIES
             Notes to Consolidated Financial Statements (continued)
                         October 31, 1995, 1994 and 1993

NOTE D - (continued)

         Gross  realized  losses  on  the   disposition  of   available-for-sale
securities  totaled $376,000 for the year ended October 31, 1995. Gross realized
gains on sales of  available-for-sale  securities  totaled  $54,000 for the year
ended October 31, 1994.  Gross  realized  losses on sales of  available-for-sale
securities  totaled  $548,000  for the year  ended  October  31,  1994.  Cost of
securities sold was determined by the average cost method.

         Through October 31, 1994, changes in the valuation  allowance resulting
from  unrealized  gains or losses on the TCC Common Stock have been  recorded in
the statement of operations prior to the adoption of SFAS No. 115.

         The  effect  of  adopting  FASB No.  115 was the  recording  of  income
relating  to  the  cumulative  effect  of  the  change  in  accounting  totaling
$2,009,000.  This amount represents the remaining unrealized valuation allowance
at October  31,  1994.  Change in the  market  value of the  available  for sale
securities after October 31, 1994 are reflected in the unrealized gain (loss) on
marketable  securities account,  which is a component of stockholders' equity on
the balance sheet.

         On June 14, 1993, a series of transactions  between the Company and TCC
was consummated,  pursuant to which: (i) TCC reacquired from the Company 160,600
of the shares of TCC Senior  Exchangeable  Redeemable  Preferred Stock which had
been owned by the  Company;  and (ii) the Company  received  from TCC:  (1) $4.0
million in cash,  (2) 345 shares of a new class of Series B  Preferred  Stock of
TCC which is  convertible  under  certain  circumstances  into an  aggregate  of
3,450,000 shares of TCC Common Stock, (3) 200,000 shares of the Company's Common
Stock  which  had  been  owned by TCC,  and (4) the  right  to  designate  three
directors to the Board of Directors of TCC (out of an entire Board  comprised of
8 or 9  directors).  Also as part of the  series of  transactions,  among  other
things:  (A) TCC and the Company  exchanged  General  Releases  (with  specified
exceptions),  (B) TCC  agreed to  register  the TCC  Common  Stock  which may be
issuable  upon the  conversion  of the TCC Series B  Preferred  Stock,  at TCC's
expense,  and (C) the Company  agreed to vote its shares of TCC Common Stock for
TCC  management's  slate of  directors  at the 1993 and 1994 annual  meetings of
stockholders,  and to so vote its shares at the 1995 and 1996 annual meetings of
stockholders  if the public  trading  price of TCC Common Stock meets  specified
levels or if the  Company  is  granted  the right to  designate  one  additional
director in each of such years in which the price  criteria is not met (in which
case there would be a corresponding  increase in the size of the TCC Board). The
transaction did not result in any gain or loss for the Company.

NOTE E - BANK BORROWINGS

         In  August  1993,  the  Company  borrowed  $1,500,000  from a bank  the
proceeds of which were utilized in  connection  with the  acquisition  of Second
Advantage (Note B) and is currently  payable on March 29, 1996. In November 1993
the  Company  arranged a $500,000  line of credit  facility  with the bank which
expires on March 29, 1996. At October 31, 1995, there were no borrowings against
the revolving line of credit facility. The loan and line of credit facility bear
interest at the bank's prime rate (8.75% at October 31, 1995) plus 1.5%. Payment
of the loan and revolving line of credit are collateralized by 500,000 shares of
TCC Common Stock owned by the Company. The Company expects to renew the loan and
line of credit facility for additional periods subsequent to March 29, 1996.


                                       23

<PAGE>
<PAGE>



                   COOPER LIFE SCIENCES, INC. AND SUBSIDIARIES
             Notes to Consolidated Financial Statements (continued)
                         October 31, 1995, 1994 and 1993

NOTE F - NOTES PAYABLE - AFFILIATES

         Notes payable to affiliates consist of the following:
<TABLE>
<CAPTION>

                                                                               October 31,
                                                                       1995                      1994
                                                                       ----                      ----
<S>                                                                    <C>                       <C>
Note payable to officers, directors
 and affiliates of Second Advantage (1)                                  --                      $1,650,000
Note payable to Greater American Finance
 Group, Inc., a wholly owned subsidiary
 of the Company (2)                                                      --                         650,000
                                                                       ----                      ----------
                                                                         --                      $2,300,000
                                                                       ====                      ==========

</TABLE>

(1) Second Advantage had $350,000 in notes payable to an officer and director of
Second  Advantage and $300,000 in notes payable to an immediate family member of
an officer and director of Second  Advantage  at October 31,  1994.  These notes
carried an option which allowed the holders to convert the  principal  amount of
the notes into Class B (non-voting) common stock of Second Advantage.  The notes
were to mature  and the  option  to  convert  to Class B common  stock of Second
Advantage was to expire on August 31, 1998. The notes accrued interest at a rate
of 10%. The loans were repaid in November 1994.

         As of October 31, 1994,  Second  Advantage also had $1,000,000 in notes
payable to two of its officers and directors. The notes accrued interest at 10%.
Interest expense recorded on these notes was approximately  $86,000 for the year
ended October 31, 1994. These notes were originally issued on February 28, 1994,
and were repaid in full on December 2, 1994.

         At October  31,  1993,  Second  Advantage  also had  $250,000  in notes
payable to an officer and director of Second  Advantage  accruing  interest at a
rate of 10%. The note was repaid in February 1994.


(2) The  corresponding  receivable of Greater American is included in net assets
of discontinued  operations in the  accompanying  balance sheet,  and was repaid
during 1995.

(3) In October 1991, the Company borrowed $1,250,000 from a corporation owned by
one of the Company's principal  shareholders  ("Payee") (the "Promissory Note").
The Promissory  Note was due on November 1, 1996 and bears interest at an annual
rate of  10.875%  through  November  1,  1994  and at the  rate of 12% per  year
thereafter.  The Promissory Note was issued pursuant to an Investment  Agreement
dated as of October  31, 1991  between  the  Company and the Payee,  pursuant to
which:  (i) the Company  issued to the Payee a warrant to purchase up to 125,000
shares of the Company's common stock at $8.00 per share,  which was subsequently
reduced  to  $6.875  per  share on June 12,  1992 in  consideration  of  certain
consulting services rendered to the Company by the principal  stockholder of the
payee,  (the  "Warrant")  and (ii) the  Company  and the Payee  entered  into an
agreement (the  "Registration  Rights  Agreement")  whereby,  subject to certain
terms and  conditions,  the Company is obliged to register  the shares of common
stock issuable upon exercise of the warrant.

         On September 9, 1994, the Company  offered the Payee the opportunity to
exercise the Warrant in full at an exercise  price of $6.00 per share during the
ten day period from September 9 to September 19, 1994; provided,  however,  that
the aggregate purchase price, $750,000, must be paid to the Company by the

                                       24

<PAGE>
<PAGE>




                   COOPER LIFE SCIENCES, INC. AND SUBSIDIARIES
             Notes to Consolidated Financial Statements (continued)
                         October 31, 1995, 1994 and 1993

NOTE F - (continued)

surrender to the Company, to the extent of $750,000,  of the Promissory Note. On
September 12, 1994, the Payee,  pursuant to the Warrant and the Company's offer,
simultaneously  exercised  the Warrant in full and paid the  aggregate  exercise
price of $750,000 by the partial  surrender of the Promissory  Note. A charge to
operations  of $109,000  was  recorded in 1994  reflecting  the  decrease in the
exercise  price.  On September 16, 1994,  the Company,  at its option,  paid the
balance of the principal ($500,000) and accrued interest on the Promissory Note.

NOTE G - INCOME TAXES

         A reconciliation  of the provision for income taxes for the years ended
October  31,  1995,  1994 and 1993  and the  amount  computed  by  applying  the
statutory  Federal income tax rate to (loss) income from  continuing  operations
follows:
<TABLE>
<CAPTION>

                                                1995                       1994                     1993
                                            ------------               -----------               -------
<S>                                             <C>                         <C>                     <C>
Computed expected provision
 (benefit) for income taxes                 $  (578,000)               $ 2,830,000               $(1,805,000)
Increase (decrease) in taxes
 resulting from 70%
  dividend exclusion                                 --                         --                   (71,000)
State and local taxes -
 net of Federal income
  tax benefit                                        --                         --                     6,000
Losses not available for
 carryback                                           --                         --                 1,904,000
Reduction of estimated
 other tax liabilities                               --                         --                  (554,000)
Changes in valuation
 allowance                                      578,000                 (2,830,000)                      --
                                            -----------                -----------               -----------
Actual benefit from
 income taxes                               $     -0-                  $     -0-                 $  (520,000)
                                            ===========                ===========               ===========
</TABLE>

         The tax effect of the principal  temporary  differences  at October 31,
1995 and 1994 are as follows:
<TABLE>
<CAPTION>

Deferred tax assets                                                        1995                      1994
                                                                       -----------               --------
<S>                                                                        <C>                      <C>
  Allowance for decline in market value
  of common stock                                                      $ 2,942,000               $ 2,646,000
  Net operating loss and credit carryforwards                           11,846,000                10,838,000
  Accruals not currently deductible for
   tax purposes                                                            374,000                   287,000
  Other                                                                                              530,000
                                                                       -----------               -----------
                                                                        15,162,000                14,301,000
  Less valuation allowance                                             (15,162,000)              (14,301,000)
                                                                       -----------               -----------
  Net deferred taxes                                                   $     -0-                 $     -0-
                                                                       ===========               ===========
</TABLE>

         The  deferred  tax asset  and  valuation  allowance  was  increased  by
$861,000 during 1995 to reflect the additional  capital losses generated for tax
purposes upon the disposition of Second  Advantage and TCC Common Stock, and was
reduced by  $8,278,000  during 1994 to reflect the  reduction in capital  losses
carryforward which expired in 1994.

                                       25

<PAGE>
<PAGE>




                   COOPER LIFE SCIENCES, INC. AND SUBSIDIARIES
             Notes to Consolidated Financial Statements (continued)
                         October 31, 1995, 1994 and 1993

NOTE G - (continued)

         At October 31, 1995, the Company had net operating  loss  carryforwards
as follows:
<TABLE>
<CAPTION>

                   (Dollars in Thousands)
           Net
         Operating         Capital                            Expiration
           Loss             Loss            Other                Date
           ----             ----            -----                ----
            <S>              <C>              <C>               <C>
                                                              10/31/96
                           $    40          $   43            10/31/97
                                               118            10/31/98
         $  1,886                              943            10/31/99
              440                              744            10/31/00
              211                                4            10/31/01
            7,502                               51            10/31/02
                                               335            10/31/03
            6,328                               27            10/31/04
            1,922                               19            10/31/05
              520                                             10/31/06
                                                              10/31/07
            2,109                                             10/31/08
            1,001            2,378                            10/31/09
            1,016            1,946                            10/31/10
         --------          -------          ------
         $ 22,935          $ 4,364          $2,284
         ========          =======          ======

</TABLE>

NOTE H - REDUCTION OF ESTIMATED TAX LIABILITIES

         The Company is a party to a tax sharing agreement, as amended, with TCC
and Cooper Development  Company ("CDC") related to the Cooper Labs, Inc. ("CLI")
liquidation  on June 27, 1985. In 1985 the Company  received a  distribution  of
$2,500,000  and recorded it as a liability for potential  assessments  resulting
from tax examinations (TCC received $5,000,000 and CDC received $2,500,000). The
above  companies  have  agreed  that:  (i) in the event  that the  amount of tax
liability,  including interest and penalties,  shall be ultimately determined to
be greater or less than  $10,000,000,  then such excess or  deficiency  shall be
shared 50%,  25%, and 25% by TCC, CDC, and the Company,  respectively,  and (ii)
they are jointly and  severally  liable.  TCC is  coordinating  the defenses for
these tax  examinations.  After reviewing  certain  documents related to the tax
examinations  which were  provided  by TCC,  and after  consulting  with its tax
advisors,   management   concluded   that  a  reduction  of  the   liability  of
approximately  $550,000  was  appropriate  in fiscal  1993.  Based upon  ongoing
evaluation, management believes the amount accrued is adequate and no adjustment
was recorded in fiscal 1995 and 1994.

NOTE I - STOCK PLANS

         During  October 1991,  the Board of Directors of the Company  adopted a
Stock  Option  Plan for  Non-Employee  Directors  (the  "Stock  Option  Plan for
Non-Employee  Directors")  and a 1991  Stock  Incentive  Plan (the  "1991  Stock
Incentive Plan").

         Financial  Accounting  Standard  No. 123  "Accounting  for  Stock Based
Compensation",  issued  in  1995, introduces a method of accounting for employee
stock-based  compensation  plans  based upon the fair value of the awards on the
date  they  are  granted.  Under  this fair value based method, public companies
estimate  the  fair  value  of  stock options using a pricing model, such as the
Black  Scholes  model, which  requires inputs such as the expected volatility of
the stock price and an estimate of the dividend yield over the option's expected
life. The

                                       26

<PAGE>
<PAGE>



                   COOPER LIFE SCIENCES, INC. AND SUBSIDIARIES
             Notes to Consolidated Financial Statements (continued)
                         October 31, 1995, 1994 and 1993

NOTE I - (continued)

FASB, however,  does not require the use of this method.  Entities that continue
to account for stock  option  plans under the  existing  method (APB No. 25) are
required to disclose  proforma net income and earnings per share, as if the fair
value method had been used.  Certain  additional  disclosures are also required.
The Company expects to disclose the proforma net income,  earnings per share and
other  information as of the effective date of this  pronouncement  for the year
ended October 31, 1997.

 A brief description of each plan is as follows:

1.       Stock Option Plan for Non-Employee Directors

         Up to 25,000 shares of common stock may be issued pursuant to the Stock
Option Plan for Non-Employee Directors (subject to appropriate adjustment in the
event of changes in the corporate  structure of the  Company).  The Stock Option
Plan for Non-Employee  Directors  provides that each director of the Company who
is not an  employee of the  Company or any  subsidiary  (and who has not been an
employee  for  at  least  one  year  prior  to  the  date  of  grant)  shall  be
automatically  granted an option to purchase up to 500 shares of common stock of
the Company on the date of each annual  meeting of  stockholders  at which he or
she is elected as a director of the Company.  Only  nonqualified  options may be
granted under the Stock Option Plan for Non-Employee  Directors,  and the option
exercise  price  shall be equal to the fair  market  value of a share of  common
stock of the Company on the date of the grant,  and the options  granted  become
exercisable six months after issuance.

         Pursuant to the Stock Option Plan for Non-Employee  Directors, on April
8, 1992, the Company granted nonqualified  options to two nonemployee  directors
of the Company to each purchase 500 shares of the  Company's  common stock at an
exercise  price of $6.75 per share which will  expire in April 1997.  On October
13, 1994, the Company granted nonqualified options to two nonemployee  directors
of the Company to each purchase 500 shares of the  Company's  common stock at an
exercise  price of $9.75 per share which will expire in October  1999.  On April
11, 1995, the Company granted nonqualified options to two nonemployee  directors
of the Company to each purchase 500 shares of the  Company's  common stock at an
exercise price of $15.00 per share which will expire in April 2000.

2.       1991 Stock Incentive Plan

         The 1991 Stock  Incentive  Plan  permits the  granting of awards in the
form of nonqualified stock options,  incentive stock options,  restricted stock,
deferred stock, and other stock-based incentives. Up to 300,000 shares of common
stock of the Company may be issued  pursuant  to the 1991 Stock  Incentive  Plan
(subject  to  appropriate  adjustment  in the event of changes in the  corporate
structure of the  Company).  Officers and other key  employees of the Company or
any  subsidiary  are eligible to receive  awards under the 1991 Stock  Incentive
Plan. The option  exercise price of all options which are granted under the 1991
Stock  Incentive Plan must be at least equal to 100% of the fair market value of
a share of common stock of the Company on the date of grant.

         Pursuant  to the 1991 Stock  Incentive  Plan,  on October 6, 1991,  the
Committee  granted  nonqualified  stock  options to the  Company's  President to
purchase up to 150,000  shares of common stock at a purchase  price of $7.00 per
share,  and to the Company's  Vice  President to purchase up to 15,000 shares of
common  stock at a  purchase  price of $7.00 per  share.  The  option  which was
granted to the Company's President terminates on April 8, 2000 and the option

                                       27

<PAGE>
<PAGE>

                   COOPER LIFE SCIENCES, INC. AND SUBSIDIARIES
             Notes to Consolidated Financial Statements (continued)
                         October 31, 1995, 1994 and 1993

NOTE I - (continued)

which was granted to the Company's Vice  President  terminates on April 8, 1997.
On October 13, 1994, the Committee granted additional nonqualified stock options
to the Company's  Vice President to purchase up to 15,000 shares of common stock
at a purchase price of $9.75 per share, which terminate on April 13, 2000.

         A summary of the activity with respect to these plans is as follows:
<TABLE>
<CAPTION>

                                            Non-
                                            employee          Per                                Per
                                            Directors'        Share            1991              Share
                                            Stock             Option           Stock             Option
                                            Option            Purchase         Incentive         Purchase
                                            Plan              Price            Plan              Price
                                            ----              -----            ----              -----
<S>                                         <C>               <C>               <C>              <C>   
Balance at October 31, 1992
 and October 31, 1993                       1,000             $ 6.75            165,000          $ 7.00
Granted                                     1,000             $ 9.75             15,000          $ 9.75
                                            -----
Cancelled
                                                                                -------
Balance at October 31, 1994                 2,000                               180,000

Granted                                     1,000             $15.00
Cancelled
                                            -----                               -------
Balance at October 31, 1995                 3,000                               180,000
                                            =====                               =======

Currently exercisable                       3,000                               180,000
                                            =====                               =======
</TABLE>

         During the year ended  October 31,  1993,  there was no  activity  with
respect to these plans. At October 31, 1995,  shares  available for future grant
are 22,000 under the  Non-Employee  Stock Option Plan and 120,000 under the 1991
Stock Incentive Plan.

3.       Warrants

         In 1993, the Company  granted two  stockholders a five-year  warrant to
purchase up to 25,000 shares of common stock of the Company at a purchase  price
of $6.00 per share and  registration  rights,  at the  Company's  expense,  with
respect to these  shares.  These  warrants  were issued in  consideration  for a
guarantee  of  payment  of  the  bank  loan  (Note  E) by  these  two  principal
stockholders  of the  Company.  The  Company  recorded  compensation  expense of
$25,000 in 1993 which represented the estimated fair value of these warrants.

NOTE J - EMPLOYEE BENEFIT PLANS

         In April 1985,  the Company  adopted  its  Retirement  Income Plan (the
"Retirement Plan"), a noncontributory plan covering substantially all full-time,
non-union  United  States  employees of the Company.  Benefits were based upon a
combination of employee  compensation and years of service. The Company paid the
entire cost of the plan for its employees and funded such costs as they accrued.
The Company's funding policy was to make annual contributions within minimum and
maximum  levels  required by applicable  regulations.  The  Company's  customary
contributions were designed to fund normal cost on a current basis and fund over
30 years the estimated prior service cost of benefit  improvements  (15 years of
annual gains and losses).  The projected  unit cost method was used to determine
the annual  cost.  Plan assets  consist  principally  of equity and fixed income
mutual funds.

                                       28

<PAGE>
<PAGE>


                   COOPER LIFE SCIENCES, INC. AND SUBSIDIARIES
             Notes to Consolidated Financial Statements (continued)
                         October 31, 1995, 1994 and 1993

NOTE J - (continued)

         Benefit  accruals have been frozen as of September 15, 1988,  resulting
in a plan  curtailment.  As a result of such  curtailment,  the Company will not
accrue  benefits for future  services;  however,  the Company  will  continue to
contribute as necessary for the unfunded liabilities.

         The Company has recorded  liability  for the excess of its  accumulated
benefit  obligation  over  plan  assets.  The  amount  has  been  recorded  as a
noncurrent  liability with an offsetting amount reported as a separate reduction
of stockholders' equity.

         Assumptions used in the accounting were:
<TABLE>
                                                                       1995    1994
                                                                       ----    ----
<S>                                                                    <C>     <C>  
         Discount rates - liability                                    8.25%   8.50%
         Long-term rate of return - assets                             8.50    8.50

</TABLE>

         A summary of the components of net periodic pension cost for 1995, 1994
and 1993 is as follows:
<TABLE>
<CAPTION>
                                                               1995             1994             1993
                                                              ------           ------           -----
<S>                                                            <C>               <C>             <C>   
         Service cost - benefits earned
          during the period                                   $   -            $   -             $   -
         Interest cost on projected
          benefit obligation                                    82,884           81,278            82,121
         Actual return on plan assets                          (75,242)          (4,471)          (70,900)
         Net amortization and deferral                          24,144          (52,626)           15,070
                                                              --------         --------          --------
         Net pension cost of defined
          benefit plans                                       $ 31,786         $ 24,181          $ 26,291
                                                              ========         =========         ========
</TABLE>

         The following table sets forth the funded status and amounts recognized
in the Company's  balance sheet for its defined benefit plan at October 31, 1995
and 1994:
<TABLE>
<CAPTION>
                                                                 1995                      1994
                                                              ----------                  -------
<S>                                                           <C>                         <C> 
  Actuarial present value of
    accumulated benefit obligations,
    all of which is vested                                    $ 1,040,710                $ 1,045,334
                                                              ===========                ===========
    Projected benefit obligations                             $(1,040,710)               $(1,045,334)
    Fair value of plan assets                                     981,763                    909,964
                                                              -----------                -----------
    Excess of projected benefit
     obligation over fair value
     of plan assets                                               (58,947)                  (135,370)
    Unrecognized net loss                                         408,900                    475,469
    Adjustment required to recognize
      minimum liability                                          (408,900)                  (475,469)
                                                              -----------                -----------
    Accrued pension cost                                      $   (58,947)               $  (135,370)
                                                              ===========                ===========
</TABLE>

NOTE K - PREFERRED STOCK PURCHASE RIGHTS

         On January 7, 1988,  the Board of Directors  of the Company  declared a
dividend  distribution of ten rights (as adjusted for a reverse stock split) for
each outstanding  share of the Company's common stock, par value $.10 per share,
to  stockholders  of record at the close of business on January 21,  1988.  Each
right ("Right")  entitles the registered  holder to initially  purchase from the
Company a unit consisting of one one-hundredth of a share (a "Unit") of Series A
Junior  Participating  Preferred  Stock, par value $.10 per share, at a purchase
price of $5.50 per Unit,  subject to adjustment.  The rights will be exercisable
only if a person or group acquires beneficial ownership of 30% or more of the

                                       29

<PAGE>
<PAGE>




                   COOPER LIFE SCIENCES, INC. AND SUBSIDIARIES
             Notes to Consolidated Financial Statements (continued)
                         October 31, 1995, 1994 and 1993

NOTE K - (continued)

Company's common stock or commences a tender or exchange offer upon consummation
of which a person or group would  beneficially  own 30% or more of the Company's
common stock.  Upon the occurrence of such event, each holder who is not a party
to the transaction may be entitled to purchase, under certain circumstances,  at
the Right's then current  exercise price,  shares of the Company's  common stock
having a value of twice the Right's then current  exercise price. A committee of
the Company's Board of Directors,  comprised exclusively of Continuing Directors
or Independent Directors, as defined in the Rights Agreement,  pursuant to which
the Rights  were  issued,  is  entitled  to redeem  the Rights if the  committee
determines   that  such  event  is  in  the  best   interest  of  the  Company's
stockholders.
The Rights expire on January 7, 1998.

NOTE L - COMMITMENTS AND CONTINGENCIES

1.       Leases and Other Commitments

         The  Company  has  no  significant   annual  rental  obligations  under
noncancellable  operating  leases in force at October 31, 1995.  Rental  expense
amounted  to  approximately  $29,000  for the  Company in 1995 and 1994,  net of
subleased income of $237,000 in 1994.

2.       Legal Proceedings

Berlex Laboratories, Inc. v. Cooper Life Sciences, Inc., et al.

         In June 1988, Berlex  Laboratories,  Inc.  ("Berlex") filed a number of
related actions naming as defendants,  the Company and others. On April 17, 1995
a final  settlement  agreement  was  reached,  to which the Company  contributed
approximately $21,000.

Spalti v. Cooper Life Sciences, Inc.

         Gerald H. Spalti and his spouse brought an action in March 1992 against
the Company in the  Superior  Court of  California,  Contra  Costa  County,  for
personal  injuries  allegedly  suffered during a surgical  procedure using laser
equipment  manufactured by the Company. In May of 1993, at the conclusion of the
presentation of evidence at trial, the Court, as a matter of law, found in favor
of  the  Company  ruling  that  Mr.  Spalti's  injuries  were  not  caused  by a
malfunction of the laser equipment.  Thereafter, Spalti appealed the case and in
November 1995, the appellate court upheld the judgement in favor of the Company.

Heraeus Lasersonics, Inc. v. Cooper Life Sciences, Inc.

         On November 22, 1992, Heraeus Surgical,  Inc. formerly known as Heraeus
Lasersonics,  Inc.  ("Heraeus")  filed an action in Santa Clara County  Superior
Court (the "California Action").  In this action,  Heraeus, the successor to the
Company's  medical laser  business,  claims that the Asset  Purchase  Agreement,
dated May 11,  1988,  (the  "Asset  Purchase  Agreement")  between  the  parties
obligates the Company to indemnify Heraeus with respect to lawsuits in which the
plaintiff alleges injury caused by a laser sold by the Company prior to the date
of the Asset Purchase Agreement. Heraeus claims, in particular, that the Company
is required to indemnify it for monies expended by Heraeus in defending,  and in
settlement of, an Ohio lawsuit,  referred to as the Sutyak action.  Heraeus also
raises claims based on the principles of equitable  indemnity,  fraud and breach
of contract and seeks a declaratory judgement as to the proper interpretation of
the parties' obligations under the Asset Purchase Agreement. In a proposed first

                                       30

<PAGE>
<PAGE>

                   COOPER LIFE SCIENCES, INC. AND SUBSIDIARIES
             Notes to Consolidated Financial Statements (continued)
                         October 31, 1995, 1994 and 1993

NOTE L - (continued)

amended complaint,  Heraeus seeks to add cases in addition to the Sutyak action,
a  California  lawsuit  referred to as the Spalti  action and a Montana  lawsuit
referred to as the Stukey action.

         The Company has filed a  cross-claim  asserting  that it has no duty to
indemnify Heraeus under the terms of the Asset Purchase  Agreement and that part
or all of the damages in the Sutyak  action were caused by Heraeus'  independent
negligence,  breach of its duty to warn and/or its liability with respect to its
own product.  The Company's  cross-claims also seek indemnification from Heraeus
both under the Asset  Purchase  Agreement  and under common law  principles  for
monies  expended by the Company in  defending  and in  settlement  of the Sutyak
action and seeks a declaratory judgement that Heraeus is obligated to defend the
Company in products  liability cases involving lasers used after the date of the
Asset Purchase  Agreement.  The court has scheduled a settlement  conference for
February 28, 1996 and has set the California Action for trial beginning March 4,
1996. The Company plans to vigorously defend the California Action.

Other Actions

         The Company is also a defendant in certain other litigation relating to
its former  business  operations.  In the  opinion of  management,  based on the
advice of legal counsel, the ultimate outcome of these matters should not have a
material  impact on the  financial  position  or  results of  operations  of the
Company.  The  Company  accrued  $250,000  for legal  matters  which the Company
believes to be an adequate provision.

3.       Employment Agreements

         The Company  entered into  employment  contracts with its President and
Vice President  commencing November 1, 1994. The contracts provide for a minimum
annual salary of $120,000 for its President and $90,000 for its Vice  President,
each  through  1997,  plus an  annual  bonus at the  discretion  of the Board of
Directors.  The Company's  employment contract with its President was terminated
upon his death in May 1995.

                                       31

<PAGE>
<PAGE>




SCHEDULE II


                   COOPER LIFE SCIENCES, INC. AND SUBSIDIARIES

                        VALUATION AND QUALIFYING ACCOUNTS
                             (Dollars In Thousands)

<TABLE>
<CAPTION>
         Column A                   Column B                           Column C                  Column D         Column E
         --------                   --------                           --------                  --------         --------

                                                                       Additions
                                                                (1)              (2)

                                                                               Charged to
                                    Balance at                Charged to          other          Deduc-           Balance at
                                    beginning                 costs and        accounts -        tions -            end of
         Description                of period                 expenses          describe         describe           period
         -----------                ---------                 --------         ----------        --------          ---------
<S>                                   <C>                        <C>              <C>              <C>               <C>
 Valuation allowance
  for marketable
  securities at
  October 31, 1995                  $   -0-                                                                       $   -0-
                                     --------                                                                      ------

 Valuation allowance
  for marketable
  securities at
  October 31, 1994                  $ 11,822                  $ (9,813)        $ (2,009)(A)                       $   -0-
                                     --------                  ---------        --------                           ------

 Valuation allowance
  for marketable
  securities at
  October 31, 1993                  $ 8,488                   $ 3,334                                             $ 11,822
                                     --------                  ---------                                           -------
</TABLE>

(A) Recorded as cumulative  effect of change in accounting  principle on October
31, 1994 when Statement of Financial Accounting Standards No. 115 was adopted.

                                       32

<PAGE>
<PAGE>



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

         Not Applicable.
                                    PART III

ITEM 10.          Directors and Executive Officers of the Registrant

         The  information  required  by this Item 10 is hereby  incorporated  by
reference  to the  Company's  definitive  proxy  statement  relating to its 1996
annual  meeting of  stockholders,  to be filed pursuant to Regulation 14A within
120 days after the end of the fiscal year.

ITEM 11.          Management Remuneration and Transactions

         The  information  required  by this Item 11 is hereby  incorporated  by
reference  to the  Company's  definitive  proxy  statement  relating to its 1996
annual  meeting of  stockholders,  to be filed pursuant to Regulation 14A within
120 days after the end of the fiscal year.

ITEM 12.          Security Ownership of Certain Beneficial Owners and Managers

         The  information  required  by this Item 12 is hereby  incorporated  by
reference  to the  Company's  definitive  proxy  statement  relating to its 1996
annual  meeting of  stockholders,  to be filed pursuant to Regulation 14A within
120 days after the end of the fiscal year.

ITEM 13.          Certain Relationships and Related Transactions

         The  information  required  by this Item 13 is hereby  incorporated  by
reference  to the  Company's  definitive  proxy  statement  relating to its 1996
annual  meeting of  stockholders,  to be filed pursuant to Regulation 14A within
120 days after the end of the fiscal year.

                                     PART IV

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

         (a) Documents filed as part of this Report:

         (i)  Financial Statements

         Report of Independent Certified Public Accountants
         Consolidated Balance Sheets as of October 31, 1995 and 1994
         Consolidated Statements of Operations for the Years Ended October 31,
         1995, 1994 and 1993
         Consolidated Statements of Stockholders' Equity for the Years Ended
         October 31, 1995, 1994 and 1993
         Consolidated Statements of Cash Flows for the Years Ended October 31,
         1995, 1994 and 1993
         Notes to Consolidated Financial Statements

         (ii)  Financial Statement Schedules

         Schedule
         Number            Description
         ------            -----------
         II.      Valuation and qualifying accounts

         All schedules for which provision is made in the applicable  accounting
regulations of the Securities and Exchange Commission are not required under the
related instructions or are not applicable and, therefore, have been omitted.

                                       33

<PAGE>
<PAGE>




         (iii)  Exhibits

Exhibit
Number            Description
------            -----------
 3.1      Restated Certificate of Incorporation of the Company  (incorporated by
          reference to Exhibit 19 to the Company's Quarterly Report on Form 10-Q
          for the fiscal quarter ended July 31, 1988).
 3.2      Certificate  of Amendment  of Restated  Certificate  of  Incorporation
          (incorporated  by reference to Exhibit  3(d) to the  Company's  Annual
          Report on Form 10-K for the fiscal year ended October 31, 1988).
 3.3      Certificate of Designation,  Preferences and Rights of Series A Junior
          Participating  Preferred Stock  (incorporated  by reference to Exhibit
          3(b) to the  Company's  Annual Report on Form 10-K for the fiscal year
          ended October 31, 1987).
 3.4      By-laws of the Company  (incorporated  by reference to Exhibit 3(e) to
          the Company's Current Report on Form 8-K dated May 2, 1990).
 4.1      Rights Agreement dated as of January 7, 1988,  between the Company and
          The  First  National  Bank of Boston  (incorporated  by  reference  to
          Exhibit 4.1 to the Company's  Current Report on Form 8-K dated January
          7, 1988).
 4.2     Amendment No. 1 to Rights Agreement effective as of December 20, 1990,
          between   the  Company   and  The  First   National   Bank  of  Boston
          (incorporated  by  reference to Exhibit 4.1 to the  Company's  Current
          Report on Form 8-K dated January 17, 1991).
 4.3     Amendment  No. 2 to  Rights  Agreement,  dated  as of  April 8,  1992,
          between the Company and American Stock  Transfer & Trust  Company,  as
          Rights  Agent  (incorporated  by  reference  to  Exhibit  10.19 to the
          Company's Current Report on Form 8-K dated April 20, 1992).
10.1      Assignment, Assumption and Indemnification Agreement dated October 25,
          1984 between Cooper Laboratories,  Inc. and the Company (incorporated
          by reference to Exhibit 10(h) to the Company's Registration Statement
          on Form S-1 (Registration No. 2-97498)).


10.2     Tax Sharing  Agreement  between the  Company and Cooper  Laboratories,
          Inc.  dated as of October  25, 1984  (incorporated  by  reference  to
          Exhibit  10(j) to the  Company's  Registration  Statement on Form S-1
          (Registration No. 2-97498)).

10.3     Joint Amendment dated as of June 14, 1985, to the Tax Sharing Agreement
          between the Company and Cooper Laboratories,  Inc. dated as of October
          25,  1984  (incorporated  by  reference  to  Exhibit  No.  10.3 to the
          Company's  Quarterly  Report on Form 10-Q for the Fiscal Quarter Ended
          April 30, 1990).
10.4     1991 Stock Incentive Plan of the Company. (incorporated by reference to
          Exhibit  10.14 to the  Company's  Annual  Report  on Form 10-K for the
          Fiscal Year Ended October 31, 1991).
10.5      Stock  Incentive  Plan  for  Non-Employee  Directors  of  the  Company
          (incorporated  by reference to Exhibit 10.15 to the  Company's  Annual
          Report on Form 10-K for the Fiscal Year Ended October 31, 1991).
10.6      Registration  Rights Agreement,  dated as of October 31, 1991, between
          the Company  and Momar Corp.  (incorporated  by  reference  to Exhibit
          10.18 to the Company's  Annual Report on Form 10-K for the Fiscal Year
          Ended October 31, 1991).
10.7      Corporate   Assumption  of  Tax  Liability  dated  December  10,  1985
          (incorporated  by reference to Exhibit 10.20 to the Company's  Current
          Report on Form 8-K dated April 20, 1992).
10.8      Settlement  Agreement,  dated as of June 14, 1993, between the Company
          and The Cooper Companies,  Inc.  (incorporated by reference to Exhibit
          10.25 to the  Company's  Quarterly  Report on Form 10-Q for the Fiscal
          Quarter Ended April 30, 1993).
10.9      Exchange Agreement, dated as of June 14, 1993, between the Company and
          The Cooper Companies, Inc. (incorporated by reference to Exhibit 10.26
          to the Company's  Quarterly Report on Form 10-Q for the Fiscal Quarter
          Ended April 30, 1993).
10.10     Common Stock Purchase Warrant,  dated as of August 31, 1993,  granting
          Mr. Mel Schnell  the right to  purchase up to 25,000  shares of Common
          Stock of the  Company  at any time and from  time to time  during  the
          five-year period ending August 31, 1998  (incorporated by reference to
          Exhibit 10.34 to the Company's  Quarterly  Report on Form 10-Q for the
          Fiscal Quarter Ended July 31, 1993).

                                       34

<PAGE>
<PAGE>



Exhibit
Number            Description
------            -----------
10.11     Common Stock Purchase Warrant,  dated as of August 31, 1993,  granting
          Mr.  Moses Marx the right to  purchase  up to 25,000  shares of Common
          Stock of the  Company  at any time and from  time to time  during  the
          five-year period ending August 31, 1998  (incorporated by reference to
          Exhibit 10.35 to the Company's  Quarterly  Report on Form 10-Q for the
          Fiscal Quarter Ended July 31, 1993).
10.12     Registration  Rights  Agreement,  dated as of August 31, 1993,  by and
          between the Company and Mr. Mel Schnell  (incorporated by reference to
          Exhibit 10.36 to the Company's  Quarterly  Report on Form 10-Q for the
          Fiscal Quarter Ended July 31, 1993).
10.13     Registration  Rights  Agreement,  dated as of August 31, 1993,  by and
          between the Company and Mr. Moses Marx  (incorporated  by reference to
          Exhibit 10.37 to the Company's  Quarterly  Report on Form 10-Q for the
          Fiscal Quarter Ended July 31, 1993).
10.14     Asset  Purchase  Agreement,  dated as of  November  23,  1994,  by and
          between  The Long  Island  Savings  Bank,  FSB and  Entrust  Financial
          Corporation  (incorporated  by  reference  to  Exhibit  10.38  to  the
          Company's Current Report on Form 8-K dated December 13, 1994).
10.15     Employment  Agreement,  dated as of  November  1,  1994,  between  the
          Company and Mel Schnell.  (incorporated  by reference to Exhibit 10.18
          to the Company's  Annual Report on Form 10-K for the Fiscal Year Ended
          October 31, 1994).
10.16     Employment  Agreement,  dated as of  November  1,  1994,  between  the
          Company and Steven  Rosenberg.  (incorporated  by reference to Exhibit
          10.19 to the Company's  Annual Report on Form 10-K for the Fiscal Year
          Ended October 31, 1994).
10.17     Amendment No. 1 to the Settlement Agreement  between  the  Company and
          The Cooper Companies, Inc., dated  January 16, 1995. (incorporated  by
          reference to Exhibit 10.21 to the Company's Annual Report on Form 10-K
          for the Fiscal Year Ended October 31, 1994).
10.18     Promissory  Note  of the  Company  in the  principal  amount  of  $1.5
          million,  payable to the order of Commercial  Bank of New York,  dated
          January 31, 1995.  (incorporated  by reference to Exhibit 10.22 to the
          Company's  Quarterly  Report on Form 10-Q for the Fiscal Quarter Ended
          January 31, 1995).
10.19     Redemption Agreement,  dated as of April 19, 1995 (but effective as of
          March 31, 1995), by and among Second Advantage  Mortgage  Corporation,
          Emanuel Nadler,  Efraim Nadler,  Greater American Finance Group, Inc.,
          Albert C.  Kocourek,  James W. Raker,  H.  Franklin  Green III and the
          Company.  (incorporated by reference to Exhibit 10.24 to the Company's
          Quarterly  Report on Form 10-Q for the Fiscal  Quarter Ended April 30,
          1995).
21.      Subsidiaries of the Company.
27.      Financial Data Schedule

         (b)  Reports on Form 8-K.

         The  Company  did not file any  reports  on Form  8-K  during  the last
quarter of its fiscal year ended October 31, 1995.

                                       35

<PAGE>
<PAGE>






                                   SIGNATURES

         Pursuant to the  requirements  of Section 13 or 15(d) of the Securities
Exchange  Act of 1934,  the  Company has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

                               COOPER LIFE SCIENCES, INC.

                               By:       /s/  Steven Rosenberg
                                         ----------------------------
                                              Steven Rosenberg
                                      Acting President (Chief Executive Officer)


                               Date:      January 29, 1996
                                         ----------------------------


         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
this  report has been  signed  below by the  following  persons on behalf of the
Company and in the capacities and on the dates indicated.
<TABLE>
<CAPTION>

         Signature                                   Title                                       Date
         ---------                                   -----                                       -----
<S>                                                  <C>                                         <C> 
                                                     Acting
                                                     President (Chief
                                                     Executive Officer and
                                                     Principal Financial and
                                                     Accounting Officer);
/s/  Steven Rosenberg                                Director                                    January 29, 1996
-----------------------------
      Steven Rosenberg


/s/  William Cohen                                   Director                                    January 29, 1996
-----------------------------
      William Cohen


/s/  Moses Marx                                      Director                                    January 29, 1996
-----------------------------
      Moses Marx


/s/ Randolph B. Stockwell                            Director                                    January 29, 1996
-----------------------------
    Randolph B. Stockwell

</TABLE>

                                       36

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