EXHIBIT 10

                                                                         #1-6107

          [Bracketed]  sections of this Agreement are confidential and have been
    omitted. They have been filed separately with the Commission.

                            ASSET PURCHASE AGREEMENT

     An  ASSET  PURCHASE  AGREEMENT,   made  and  effective  November  10,  1994
("Effective Date") by and between Sklar  Corporation,  889 South Matlack Street,
West Chester,  Pennsylvania  19382,  a Delaware  corporation  ("Purchaser")  and
General Medical Manufacturing Company ("GMMC"), a Virginia Corporation,  and its
parent corporation,  General Medical Corporation ("GM"), a Virginia corporation,
8741  Landmark  Road,  Richmond,   Virginia  23228,  and  their  subsidiary  and
affiliated companies (the "Company").

     This Agreement  sets forth the terms and conditions  pursuant to which GMMC
will sell to the Purchaser,  and the Purchaser will purchase from GMMC,  certain
of the assets ("the Assets")  associated with the Herwig Instrument  Division of
GMMC ("Herwig") and a continuing  marketing  relationship  between Purchaser and
the Company.

     In  consideration  of the mutual promises in this Agreement,  and for other
good and variable consideration,  receipt of which is acknowledged,  the parties
agree as follows:

     1. Term. The term of this Agreement shall be fifty (50) consecutive months,
beginning on the  Effective  Date and ending on December 31, 1998 (the  "Term").
All  references  to "calendar  quarter" mean the three (3) month periods in each
year ending on March 31, June 30, September 30, and December 31, except that the
first quarter of 1995 shall include December,  1994,  purchases for the purposes
of Section 3.2.

     2.  Purchase and Sale of Assets.  At the Closing (as defined  below),  GMMC
shall sell to the  Purchaser,  and the Purchaser  shall  purchase from GMMC, the
Assets (as listed in Schedule 1) free of any mortgage,  lien,  charge,  security
interest,  or other incumbrance.  GMMC will not sell, and the Purchaser will not
purchase from GMMC, the Excluded Assets (as listed in Schedule 2).

          2.1.  Liability.  Except as expressly  provided herein,  the Purchaser
          assumes no liabilities of the Company.

          2.2. The Closing.  The Closing  shall take place at the offices of the
          Company on November 22, 1994,  at 9:00 a.m., or on such other date and
          time as may be mutually  agreed upon by the parties,  but in any event
          not later than December 15, 1994. The date on which the Closing occurs
          is referred to hereafter as the "Closing Date." All transactions to be
          effected  at the Closing  will be deemed to have been  effected at the
          opening of business on the Closing Date.

     3. Purchase  Price.  The purchase price for the Assets shall be paid to the
Company by the Purchaser in cash and marketing incentives, as follows:

          3.1 Cash. At the Closing, the Purchaser shall pay the gross book value
          of the Assets  described in Schedule 1 (as  determined  in  accordance
          with standard  accounting  principles),  not to exceed $1,000,000,  in
          cash by  transfer of  immediately  available  funds to a bank  account
          designated  by  the  Company,   but  subject  to  the  purchase  price
          adjustment described in Section 4 below.




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         3.2 Marketing Incentives. After the Closing, the Company shall purchase
         Products, as defined in Section 5 below, from Purchaser and, as part of
         the consideration for the Assets, shall receive the following marketing
         incentives, rebates, and fees:

               3.2.1 Rebate on Products.  During the Term,  the Purchaser  shall
               pay to the Company a quarterly rebate of [ ] Said rebate shall be
               paid within forty-five (45) days after the close of each calendar
               quarter,  commencing  with the calendar  quarter ending March 31,
               1995. This rebate shall not apply to [ ]

               3.2.2 Western Rebate. During the Term, the Purchaser shall pay to
               the Company a separate  rebate  ("Western  Rebate")  equal to [ ]
               during each calendar quarter of this Agreement.  [ ] Said Western
               Rebate shall be paid within  forty-five (45) days after the close
               of each calendar quarter.

               3.2.3 Free Goods.  As  additional  consideration,  the  Purchaser
               shall provide to the Company for its sales  representatives  free
               goods  having a retail  value of [ ] The free goods shall be made
               available to the Company's  sales  representatives  within thirty
               (30) days after the Effective Date.

               3.2.4. [ ] Protection.  During the Terms of this  Agreement,  the
               Purchaser  shall use reasonable  best efforts to sell Products to
               the  Company  at  a  competitive  price,  as  compared  with  the
               competitors of Purchaser for the same or similar  Products,  that
               will enable the Company to resell the Products at a minimum [ ]




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               3.2.5 Promotional Fees.  Purchaser shall pay to the Company a fee
               equal to [ ] net after rebate of the Purchase Price actually paid
               by the Company for Products  during the preceding  quarter.  This
               fee shall be used by the Company and the  Purchaser  to cover the
               costs of meetings, promotions, awards, and bonuses related to the
               Products, including the expenses for Purchaser's participation in
               the Company's  National Sales Meeting and market  literature,  as
               mutually  agreed upon by the parties.  The Company shall allocate
               at least [ ] described  in Sections  3.2.1 and 3.2.2 above to the
               budget of the Marketing Department for promotion of Products.

               3.2.6 Hospital Orders.  Purchaser shall use reasonable commercial
               efforts to refer hospital  orders for Products to the Company for
               sale and  distribution;  provided,  however,  that  Purchaser may
               honor  the  request  of  a  customer   for  any  other   specific
               distributor.

               3.2.7.  Sales  Support.  During  the Term,  the  Purchaser  shall
               support the sales  efforts of the Company by  employing [ ] sales
               representatives  to service and support  the  Company's  district
               offices,  current  hospital sales  representatives,  and customer
               service  representatives;  [ ] customer  service  representatives
               specifically   to  support   the   district   offices  and  sales
               representatives  of  the  Company;  and [ ]  telemarketing  sales
               representatives  to work exclusively with the district offices of
               the Company,  subject to the  provisions  in Section 3.2.6 above.
               Vacancies shall be filled within a reasonable period of time. The
               new sales  representatives  shall be hired not later than June 1,
               1995, the additional  customer service  representatives  shall be
               hired  not  later  than  January  15,  1995,  and the  additional
               telemarketing sales representatives shall be hired not later than
               February 15, 1995.  The  Purchaser  shall  maintain the positions
               described  in this  Section  3.8 for the  duration  of the  Term,
               except as otherwise mutually agreed upon by the Purchaser and the
               Company, commensurate with the Company's sales of Products.

     4. Purchase  Price  Adjustment.  The Company  acknowledges  that the Herwig
inventory may contain  slow-moving,  outdated,  obsolete,  or excess items.  The
parties shall use best efforts to sell all of the Herwig  inventory  acquired by
the Purchaser.  The Purchaser shall give the Company,  upon written  request,  a
report of the Herwig  inventory  which  remains  unsold.  Any  Herwig  inventory
remaining   unsold  after  two  (2)  years  from  the  Effective  Date  ("Excess
Inventory") shall be sold,  returned to the Company, or otherwise disposes of as
the Company  shall  direct in writing  and on or about  January  15,  1997,  the
Company shall pay to the Purchaser,  in cash or by bank check,  the  Purchaser's
actual  acquisition  cost (i.e.,  the gross book value  determined in accordance
with Section  3.1) of such Excess  Inventory  as an  adjustment  to the purchase
price and return the Excess Inventory to the Company.


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     5. Products, Fill Rate, and Delivery.  After the Closing, the Company shall
purchase  from  the  Purchaser,   via  same  day  facsimile,   general  surgical
instruments, including items from the Herwig inventory (the "Products"), in such
quantities  as the Company  shall  choose.  The  Purchaser  shall ship  Products
ordered by the  Company and  guarantees  a Fill Rate of not less than [ ] on all
Products listed in Purchaser's  current catalog at the time of the order.  "Fill
Rate" means the arithmetic  average of the fill rates for all line items ordered
during  each  month.  The fill  rate for a line  item is the  ratio of the total
number of said line items  actually  shipped on the next business day divided by
the total  number of such line items  ordered.  The  Purchaser  shall accept the
Company's orders via electronic  order entry or in writing.  All shipments shall
be made by regular United Parcel Service or an equivalent  service,  except that
the Company may request any faster means of shipment, at its sole expense.

               5.1.  Terms of Sale.  All purchases of Products shall be governed
               by the terms of sale in Schedule 3.

               5.2.  Audit  Rights.  The Fill Rate  shall be  determined  by the
               Purchaser's order and shipping  records,  which the Company shall
               be permitted to audit to verify the  Purchaser's  compliance with
               the Fill Rate guarantee above. The Purchaser shall be granted not
               less than forty-eight (48) hours advance notice of each audit.

               5.3. Fill Rate Guaranty. If the Fill Rate is less than [ ] in any
               month,  the Company  shall  receive  credit for such unfilled and
               cancelled  orders  for the  purpose  of  calculating  the  rebate
               described in Sections 3.2 and 3.3 above,  as if such unfilled and
               cancelled  orders had  actually  been  purchased  by the Company,
               which shall be the Company's sole remedy for  Purchaser's  breach
               of the Fill Rate Guaranty.  The Company may cancel any order that
               remains unfilled [ ] after the date of order.

               5.4.  Payment.  The terms of payment for Products shall be [ ] or
               any terms more  favorable to the Company that the  Purchaser  may
               choose to extend to the Company from time to time.

               5.5. Prospective Electronic Ordering. The Company shall cooperate
               with Purchaser in utilizing  electronic  order entry at such time
               as the Purchaser makes it available.

     6. Business  Review.  In the first year following the Closing,  the parties
shall confer  quarterly,  in person or by telephone,  to review their respective
performances  under this  Agreement.  In the  second  through  the  fourth  year
following  the Closing,  the parties  shall meet  semi-annually  to review their
respective performances.  The parties shall use their reasonable best efforts to
resolve any  discrepancies in performance and to enhance their respective profit
opportunities for the future.

     7.  Commitments  of the  Company.  As part of the  consideration  for  this
Agreement,  the Company agrees to make the following  marketing  commitment with
respect to the Products:


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               7.1. The Company shall  emphasize the Products in  communications
               to  its  sales   representatives   and   encourage   their   sale
               preferentially.

               7.2. The Company  shall  exclusively  promote the Products to its
               customers.

               7.3. The Company  shall feature the Products  exclusively  at the
               Company's  National  Sales Meeting and shall feature the Products
               exclusively in the Company's product literature.

               7.4.  The Company  shall invite four (4)  representatives  of the
               Purchaser to participate in the Company's  National Sales Meeting
               and at the  discretion  of the  Purchaser to  participate  in any
               regularly scheduled Company district sales meeting.

               7.5.[ ]

               7.6.  The  Company  shall not use the Herwig name or logo for any
               purpose  after the Closing Date,  except usage  incidental to the
               sales of Herwig  items at the  Company's  district  locations  or
               Products.

     8.  Quality  Assurance.  The Company  with  respect to Herwig  inventory in
Attachment  1.1 states that to its  knowledge,  the Herwig  inventory  meets all
requirements  of the laws and  regulations of the Food and Drug  Administration,
including the metallurgical  requirements for surgical grade stainless steel, if
so described or designated in the literature or on the labels or labelling,  and
agrees to  replace  or refund  the  purchase  price for any item from the Herwig
inventory  that is deemed to be  adulterated  or misbranded by the Food and Drug
Administration or subject to any recall,  seizure, or injunction.  The Purchaser
with respect to the Products to be furnished  under the terms of this  Agreement
states that to the knowledge of the Purchaser all said Products  (except for the
items from the Herwig  inventory)  shall meet all  requirements  of the laws and
regulations  of the Food and Drug  Administration,  including the  metallurgical
requirements  for surgical grade stainless  steel, if so described or designated
in the literature or on the labels or labelling, and agrees to replace or refund
the  purchase  price  for any such item  that is  deemed  to be  adulterated  or
misbranded  by the  Food and  Drug  Administration  or  subject  to any  recall,
seizure,  or injunction.  Upon written request,  the Purchaser shall provide the
Company with metallurgical  certification for the manufacturer or vendor for any
lot or shipment of Products.  The rebates in Sections  3.2.1 and 3.2.2 shall not
apply to Products for which a refund is paid.


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               8.1. Quality Audit. The Company (or its agent or  representative)
               may conduct a quality audit or Purchaser's quality and purchasing
               procedures  from receipt of Products or materials for Products to
               sale of Products to the Company. The Company shall give Purchaser
               at least  seventy-two  (72) hours notice of any audit,  and shall
               not conduct more than one (1) audit per calendar quarter.

     9. Repair  Services.  Purchaser  shall make  available its in-house  repair
services to the Company,  generally  featuring a turnaround  time of forty-eight
(48) hours or less to refurbish or repair all Products  made  available for sale
by the  Purchaser  and any other  medical-surgical  instruments  serviced by the
Purchaser,  including laser and electro-surgery instruments sold to customers by
other  distributors  or  manufacturers.  The prices for repair  services will be
quoted to the Company at time of order and shall not exceed the prices generally
charged by the Purchaser to its preferred customers.

     10.  Bids.  To  address  the needs of  customer  bids of [ ] or more in the
aggregate,  at the request of the Company,  the  Purchaser  may provide  special
pricing to the Company, lower than the prices quoted in the Purchaser's standard
price list, said prices to be dependent upon the terms and  circumstances of the
bid, including,  but not limited to, the projected volume, the opposing bidders,
and the prevailing  market conditions for instruments of the type being bid. The
Purchaser's  special  pricing for each  hospital  bid shall be  designated  as a
special  rebate  contract with net pricing for that specific  customer,  and the
rebates  described  in this  Agreement  shall not apply to any of the  purchases
under said special rebate contract.

     11.  Transition.  The  Purchaser  shall  remove all of the Assets  from the
Company's  facility in Richmond,  Virginia  within a  reasonable  period of time
following  the Closing,  but in any event not later than fifteen (15) days after
the Closing Date.  From the Effective Date through the Closing Date, the Company
will  cooperate  with the Purchaser by assisting the Purchaser in completing its
due diligence  review of the Assets,  making  available to the Purchaser and its
financial  institutions,   attorneys,   accountants,   and  advisors  any  other
information pertaining to the Assets reasonably required in connection herewith,
working with existing  management to formulate  business and operating plans and
to develop and implement a plan for transition of the Assets.  The Company shall
provide the services of the Herwig  General  Manger,  Jerry  Scheib,  or another
knowledgeable  executive  to assist the  Purchaser  with the  transition  of the
Assets through January 1, 1995,  with the Purchaser to pay all related  expenses
(excluding salary and benefits) and travel requested by Purchaser.


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     12.  Representation  and  Warranties.  The Company and the  Purchaser  each
represents  and warrants to the other that it is a corporation  duly  organized,
validly existing, and in good standing under the laws of its respective State of
Incorporation and has all requisite  corporate power and authority to enter into
this Agreement and the assignment of contracts,  intellectual  property, and any
other documents related to or part of the Assets ("Related Documents") as listed
in Schedule 1 and to consummate the transaction and carry out the obligations of
the  parties  hereunder  and  thereunder.  The  execution  and  delivery of this
Agreement and the Related  Documents and the  consummation  of the  transactions
contemplated  herein and therein  have been duly and validly  authorized  by the
Board of Directors of each party.  No other corporate acts or proceedings on the
part of either  party are  necessary to authorize  this  Agreement,  the Related
Documents,  or the  consummation  of the  transactions  contemplated  herein and
therein. When duly executed and delivered by the parties, this Agreement and the
Related  Documents will constitute  valid and binding  obligations of each party
and will be  enforceable  against the  respective  party in accordance  with the
terms of said documents.

               12.1.  Agreements.   Any  and  all  contracts,   agreements,  and
               commitments  listed  in  Schedule  1  shall  be  assigned  to the
               Purchaser to the extent permitted by the terms of said contracts,
               agreements,  and  commitments.  The  Company  is not aware of any
               breach of said contracts,  agreements,  or commitments that would
               cause the Purchaser to incur liability therefor.

     13.  Litigation.  There are no  judicial,  administrative,  or  arbitration
actions,  suits,  proceedings,  claims,  or  investigations  pending  or, to the
knowledge of the Company,  threatened  against the Company  affecting any of the
Assets nor is the Company aware of any grounds therefor.

     14. Third Party Consents and Governmental Approval.  Except as set forth in
Schedule  5, no  consent  or  approval  of any  third  party or of any  court or
governmental  agency or  instrumentality  is required  for the  Purchaser or the
Company to execute and delivery this  Agreement and the Related  Documents or to
consummate the transactions contemplated herein or therein.

     15.  Purchaser's  Investigation.  As of the Closing date, the Purchaser has
completed  its due  diligence  investigation  of the Assets and has been granted
access to the books, records, and financial statements of the Company insofar as
they  pertain to the Assets and has had the  opportunity  to question or receive
answers from representatives of the Company with regard to the Assets. Purchaser
is  satisfied  with the  quantity,  quality,  and  condition  of the Assets,  as
signified by Purchaser's execution of this Agreement.

     16. No Brokers or  Finders.  Neither  the  Company  nor the  Purchaser  has
retained  a broker  to  assist  either  party in  consummating  the  transaction
described in this  Agreement.  No person has or will have,  as the result of the
transactions  contemplated  by this  Agreement  and the Related  Documents,  any
right, interest, or valid claim against or upon the Company or the Purchaser for
any commission,  fee, or other compensation as a finder or broker because of any
act or omission of the Purchaser or any agent of the Purchaser.


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     17. Disclosure.  No representation or warranty made by the Purchaser or the
Company in this  Agreement  contains  any untrue  statement  or fails to state a
material fact necessary to make the statements  contained herein not misleading.
From the Effective Date through the Closing Date, each party shall give promptly
to the other notice in writing of any event,  condition,  or circumstances which
would  cause any  representation  or  warranty  of the party  contained  in this
Agreement to become  misleading or inaccurate or which would constitute a breach
of this Agreement.

     18.  Conduct of Herwig.  From the  Effective  Date until the  Closing,  the
Company  will  carry  on the  business  of  Herwig  in the  ordinary  course  in
substantially  the same manner in which it previously has been conducted and use
reasonable efforts to preserve its relationships with customers,  suppliers, and
others having  business  dealings with Herwig;  maintain the Company's  books of
account and records  with  respect to the Assets and the business of Herwig in a
customary  manner,  consistent with past practices;  and notify the Purchaser of
any  emergency or material  change in the normal  conduct of the business or the
operations  of Herwig or the threat or  initiation  of any  material  litigation
against the Company  which  relates to the Assets or the business of Herwig.  In
addition, from the Effective Date until the Closing, without the written consent
of the Purchaser,  the Company shall not sell,  dispose of, transfer,  mortgage,
pledge,  or  otherwise  encumber any of the Assets or amend or cancel any of the
contracts  to be  assigned.  The  Purchaser  understands  that  the  Assets  are
presently  subject to a lien granted by the Company's bank lenders,  which liens
will be released at the Closing.

     19. Indemnity.

               19.1.  Indemnity by the  Company.  The Company  shall  indemnify,
               defend,  and hold  harmless  the  Purchaser  and the  Purchaser's
               directors,  officers, agents, and affiliates from and against any
               claim, demand, cause of action, judgment, loss, liability,  cost,
               or  other  expense  whatsoever,  including,  without  limitation,
               reasonable   expenses  of  litigation   and   investigation   and
               reasonable  fees and costs of attorneys,  accountants,  and other
               professionals  incurred in the defense thereof or the enforcement
               of rights hereunder  incurred by the Purchaser as a result of any
               breach of any material  representation,  warranty,  covenant,  or
               agreement  of  the  Company  contained  in  this  Agreement.   In
               addition,  the  Company  shall  indemnify,  defend,  and hold the
               Purchaser  harmless from and against any product  liability claim
               or lawsuit  based on or arising out of the sale of any product of
               Herwig  sold by Herwig or the  Company on or before  the  Closing
               Date.


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               19.2. Indemnity by the Purchaser.  The Purchaser shall indemnify,
               defend,   and  hold   harmless  the  Company  and  the  Company's
               directors,  officers,  agents,  and affiliates  harmless from and
               against  any  claim,  demand,  cause of action,  judgment,  loss,
               liability, cost, or other expense whatsoever,  including, without
               limitation,  reasonable  expenses of litigation and investigation
               and  reasonable  fees and costs of  attorneys,  accountants,  and
               other  professionals  incurred  in  the  defense  thereof  or the
               enforcement  of rights  hereunder  incurred  by the  Company as a
               result of any breach of any  material  representation,  warranty,
               covenant,  or  agreement  of  the  Purchaser  contained  in  this
               Agreement.  Purchaser  also  provides the  Products  indemnity in
               Schedule 3.

               19.3. Defense and Settlement of Claims. If any person entitled to
               indemnification hereunder is threatened in writing with any claim
               or lawsuit by any third party,  the indemnified  party shall give
               written notice  thereof as promptly as reasonably  practicable to
               the party required to provide  indemnification ("the Indemnifying
               Party") and the  Indemnifying  Party shall  assume the defense of
               such claim or lawsuit.  The Indemnifying Party shall not make any
               settlement of such claim or lawsuit  without the written  consent
               of the Indemnified Party, which consent shall not be unreasonably
               withheld.

     20. Termination. This Agreement may be terminated prior to the Closing Date
by mutual agreement of the parties; by the Company by notice to the Purchaser if
the Closing shall not have taken place on or before December 15, 1994; by either
party if  there  has been a breach  by the  other  party of any  representation,
warranty,  covenant, or agreement contained herein or if any condition contained
in this Agreement which must be met prior to the Closing  becomes  impossible to
fulfill; or if either party is unable to obtain any consent,  authorization,  or
approval  of a third party  necessary  to  consummate  this  Agreement.  If this
Agreement is terminated, it shall become wholly void and of no further force and
effect.

     21. Expenses.  Each of the parties shall bear its own expenses  incident to
this  Agreement and the  transactions  contemplated  hereby,  including  without
limitation,  all fees and disbursements of counsel,  accountants,  and financial
advisors retained by such party, whether or not the transactions contemplated in
this Agreement are consummated.

     22.  Confidentiality/Publicity.  It is intended  by the  parties  that this
transaction and this Purchase  Agreement shall be confidential and not disclosed
publicly  until the Closing,  except for any notices to financial  institutions,
legal  advisors,  or governmental  agencies  required by law or necessary to the
consummation of this transaction;  provided, however, that either party shall be
free  to  make  such  notices  as  are  required  by  law  with  respect  to the
transactions  contemplated in this Agreement.  At the Closing, the parties shall
issue the joint press release attached as Schedule 6. Thereafter, the respective
obligations of the parties under this provision of  confidentiality  shall lapse
and be of no further effect.

     23. Miscellaneous. The following miscellaneous provisions may apply to this
Agreement:



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               23.1.   Counterparts.    This   Agreement   shall   be   executed
               simultaneously  in one (1) or more  counterparts,  each of  which
               shall be  deemed an  original,  but all of which  together  shall
               constitute and be the same instrument.

               23.2.  Severability.  Any  provision of this  Agreement  which is
               deemed invalid, illegal or unenforceable by a court of law in any
               jurisdiction  shall, as to that  jurisdiction,  be ineffective to
               the extent of such invalidity,  illegality,  or unenforceability,
               without  affecting in any way the remaining  provisions hereof in
               such  jurisdiction  and  without  rendering  that  or  any  other
               provision of this Agreement invalid, illegal, or unenforceable in
               any other jurisdiction.

               23.3. Governing Law. This Agreement shall be deemed to be made in
               the  Commonwealth  of  Virginia  and  shall  in all  respects  be
               interpreted,  construed,  and governed by and in accordance  with
               the laws of the  Commonwealth of Virginia without any presumption
               or  construction  against the party  causing the  Agreement to be
               drafted.

               23.4.  Headings.  The headings and  subheadings  are inserted for
               convenience   of   reference   only  and  shall  not  affect  the
               interpretation of this Agreement.

               23.5.  Amendment.  This Agreement may be amended only in writing,
               signed by all of the parties.

               23.6.  No Waiver.  The failure of either  party to enforce at any
               time  any  of the  provisions  of  this  Agreement  shall  not be
               construed to be a waiver of the right of such party  hereafter to
               enforce each and every provision of this Agreement.

               23.7.  Independent  Contractors.   The  parties  are  independent
               contractors,  and  neither  party shall act or attempt to act, or
               represent itself as, an agent of the other party.

               23.8.  Successors  and Assign.  This  Agreement  shall be binding
               upon,  shall inure to the benefit of, and shall be enforceable by
               the respective successors and assigns of the parties.

               23.9. Notices. Any notice due under this Agreement, including any
               notice of  termination,  shall be in  writing  and  delivered  by
               certified  mail,  return  receipt  requested,  and mailed to each
               party  at  its  address  above,  addressed  to  "Chief  Executive
               Officer," with a copy to the General Counsel.

               23.10 Authorization.  This Agreement is executed by an officer of
               each party duly  authorized  by its Board of  Directors  to enter
               into the obligations and commitments set forth in this Agreement.
               This Agreement  represents a valid and binding  Agreement of each
               party.


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               23.11. Assignment.  Either party may assign this Agreement in its
               entirety only with the written consent of the other party,  which
               consent shall not be unreasonably  withheld.  A party's  proposed
               assignment  of this  Agreement to a competitor of the other party
               is understood to be inherently unreasonable.

     24. Entire Agreement.  This Agreement  constitutes the entire understanding
of the parties with respect to the subject matter of this  Agreement,  all prior
agreements,  proposals,  or  understandings  being merged into this Agreement or
cancelled.

     IN WITNESS WHEREOF, the parties have signed and dated this Agreement in the
spaces below.

GENERAL MEDICAL CORPORATION                       SKLAR CORPORATION
      ("Company")                                   ("Purchaser")

/s/ Donald B. Garber                              /s/ Don Taylor
----------------------------                      -------------------------
Donald B. Garber                                  Don Taylor
Senior Vice President and                         President
Chief Financial Officer

Date: 11/10/94                                    Date: Nov. 10, 1994