Exhibit 10.40


<PAGE>





                                ROBERT L. PRIDDY





                                                               February 28, 1997


Lukens Medical Corporation
3820 Academy Parkway North, NE
Albuquerque, New Mexico  87109

                  Re:  Loan to Lukens Medical Corporation (the "Company")

                  The  undersigned  hereby  irrevocably  agrees  to  loan to the
Company up to  $500,000,  at an interest  rate of 10% per annum,  which  amount,
together  with all accrued  interest  due  thereon,  shall be  repayable  by the
Company on May 31, 1998 (the "Loan").  The undersigned agrees that (j) the first
tranche of the Loan in the amount of  $150,000  (the "First  Tranche")  shall be
funded on the date  hereof and (k) the second  tranche of the Loan in the amount
of  $350,000  (the  "Second  Tranche")  shall be funded  upon the request of the
President of the Company, but not later than April 30, 1997. Notwithstanding the
foregoing, in the event that the Second Tranche is not funded, the maturity date
for the First  Tranche  shall be July 15,  1997.  The  Second  Tranche  shall be
evidenced by a Promissory Note in substantially  the same form as the Promissory
Note delivered to the undersigned  contemporaneously  herewith in respect of the
First Tranche. In consideration for the Loan, the Company hereby agrees to issue
to the  undersigned  (i) upon the  funding  of the First  Tranche,  a warrant to
purchase 15,000 shares of the Company's  Common Stock,  par value $.01 per share
(the "Common Stock"),  at an exercise price of $8.25 per share and (ii) upon the
funding of the Second  Tranche,  a warrant to purchase  35,000  shares of Common
Stock at an exercise price $8.25 per share in substantially the same form as the
Warrant  delivered to the undersigned  contemporaneously  herewith in respect of
the First Tranche (collectively, the "Warrants").

                  The undersigned hereby represents and warrants as follows:

                  (a) The undersigned  understands that neither the Warrants nor
the Common Stock issuable upon the exercise  thereof have been registered  under
the Securities Act of 1933, as amended (the "Securities Act"), or the securities
laws of certain states,  in reliance upon specific  exemptions from registration
thereunder,  and the undersigned agrees that neither the undersigned's  Warrants
nor the Common Stock issuable upon the exercise thereof may be sold, offered for
sale,  transferred,  pledged,  hypothecated  or otherwise  disposed of except in
compliance  with the Securities Act and applicable  state  securities  laws. The
undersigned  has been  advised that the Company has no  obligation  to cause the
Warrants or the Common Stock issuable upon the exercise thereof to be registered
under the  Securities  Act or to comply with any exemption  under the Securities
Act, including but not limited to that set forth in Rule 144


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promulgated  under the Act,  which  otherwise  might  permit the Warrants or the
Common Stock issuable upon the exercise  thereof to be sold by the  undersigned.
The undersigned understands that the Warrants and all certificates  representing
the Common Stock issuable upon the exercise thereof may bear legends restricting
the transfer thereof.

                  (b) The  undersigned  is acquiring the Warrants and the Common
Stock  issuable  upon  the  exercise  thereof  in  good  faith  solely  for  the
undersigned's  own account,  and the  undersigned is acquiring such Warrants and
the Common Stock issuable upon the exercise thereof for investment  purposes and
not with a view to,  or for,  subdivision,  distribution,  fractionalization  or
resale, or for the account, in whole or in part, of others.

                                                 Very truly yours,

                                                 /s/ Robert L. Priddy

                                                 Robert L. Priddy

AGREED:

LUKENS MEDICAL CORPORATION


By: /s/ Robert S. Huffstodt
   -----------------------------------
        Robert S. Huffstodt, President




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<PAGE>



                  NON-TRANSFERABLE SUBORDINATED PROMISSORY NOTE


$150,000                                                       February 28, 1997

                  FOR VALUE  RECEIVED,  Lukens Medical  Corporation,  a Delaware
corporation  (the  "Maker"),  with offices at 3820 Academy  Parkway  North,  NE,
Albuquerque, New Mexico 87109, promises to pay to Robert L. Priddy ("Payee"), at
such place in the United States as shall be  designated  in writing by Payee,  a
principal sum of $150,000 (the  "Principal  Sum") on May 31, 1998 (the "Maturity
Date").  From and  after the date  hereof,  the  balance  of the  Principal  Sum
outstanding  from time to time shall bear  interest  at the rate of ten  percent
(10%) per annum,  all then  accrued  but unpaid  interest  being due and payable
concurrently  with  the  Principal  Sum as  herein  provided.  This  Note may be
prepaid,  at the option of Maker,  in whole or in part at any time and from time
to time,  without penalty or premium,  provided that the amount so prepaid shall
be accompanied by the payment of all interest  accrued to the prepayment date of
the amount so prepaid.

                  This Note  evidences the first tranche of an aggregate loan by
Payee to the Maker of $500,000  (the  "Loan").  Notwithstanding  anything to the
contrary  contained  herein, in the event that the second tranche of the Loan in
the amount of $350,000 is not funded in accordance  with the terms of the Letter
Agreement,  dated of even date herewith,  between Maker and Payee,  the Maturity
Date hereunder shall be July 15, 1997. This Note is non-negotiable.

                  Notwithstanding  any  provision of this Note to the  contrary,
the indebtedness  evidenced by this Note (including all interest  thereon),  and
all renewals,  extensions  and  modifications  thereof and hereof,  is and shall
remain  subordinate  and junior in right of payment,  to the extent set forth in
this  Note,  to  the  prior  payment  in  full  of all  indebtedness  (including
principal, interest, fees and other charges), and any other obligations, whether
direct or contingent,  presently existing or hereafter  incurred,  of the Maker,
for money borrowed from,  and/or arising out of any credit facilities and/or any
loan agreement(s) with, Sunwest Bank of Albuquerque, N.A. ("Bank") and/or to any
successor to Bank and/or to any one or more banks or other lending  institutions
which shall repay a portion or all of the  indebtedness  or  obligations  of the
Maker to Bank or any such  successor  in the future,  or which  otherwise  shall
become the primary  institutional  lenders to the Maker, and/or under guaranties
from time to time by the Maker of any of such  indebtedness or obligations,  all
as the same may be refinanced,  restated,  modified or amended from time to time
(collectively,  "Senior  Indebtedness").  No payments of, nor any  cancellation,
set-off or  discharge  of, nor any  transfer  of  collateral  in respect of, any
principal or interest shall be made,  given or received  hereunder or in respect
of the indebtedness evidenced by this Note, nor shall any holder of this Note be
entitled  to demand or accept  payment of any  amount due or payable  under this
Note,  whether by  acceleration or upon demand by reason of the occurrence of an
Event of Default (as hereinafter defined), at maturity, or otherwise,  nor shall
the holder  hereof be entitled to declare an  acceleration  or demand  immediate
payment  of  the   indebtedness   evidenced  by  this  Note,  until  the  Senior
Indebtedness  shall have been paid in full,  if there shall have occurred and be
continuing a default in the payment of principal  and/or  interest  under Senior
Indebtedness,  or a default  under any  financial  covenant  of the Maker  under
Senior  Indebtedness  which shall have occurred and be continuing or would occur
or exist by reason of such payment  under this Note which has not been waived by
Bank or the  then  holder(s)  of such  Senior  Indebtedness.  All  payments  and
distributions which would otherwise be payable or deliverable in respect of this
Note (but for the  terms  hereof)  shall be paid or  delivered  directly  to the
holders of Senior Indebtedness at the time outstanding, ratably,


<PAGE>



until all such Senior Indebtedness shall have been paid in full. If any payment,
distribution  or  collateral  shall be  received  by any  holder of this Note in
contravention  of any of the terms  hereof and  before  all Senior  Indebtedness
shall have been paid in full, such payment,  distribution or collateral shall be
held in trust for the  benefit of, and shall be paid over or  delivered  to, the
holders of the Senior  Indebtedness  at the time  outstanding for application to
the payment of all Senior Indebtedness remaining unpaid,  ratably, to the extent
necessary to pay all such Senior Indebtedness in full. Nothing in this paragraph
shall  impair  or  qualify,  as among  the  Maker  and the  holder  hereof,  the
obligation  of the Maker to pay the holder  hereof the principal of and interest
on this Note when and as due as set forth elsewhere herein, subject, however, to
the rights of the holders of Senior  Indebtedness,  and to the  provisions as to
subordination, as provided herein.

                  In the  event of any  liquidation,  dissolution  or any  other
winding  up of the  Maker  or in the  event  of  any  receivership,  insolvency,
bankruptcy,   assignment  for  the  benefit  of  creditors,   reorganization  or
arrangement  with creditors,  whether or not pursuant to bankruptcy laws, or any
other  marshalling of the assets or liabilities of the Maker,  or any proceeding
as to any of the foregoing,  (i) Senior Indebtedness shall first be paid in full
before  the  holder  of this Note  shall be  entitled  to  receive  any  moneys,
dividends  or assets in any such  proceeding,  and (ii) the  holder of this Note
will at the  request of the holders of the Senior  Indebtedness  file any claim,
proof of claim or other instrument of similar character necessary to enforce the
obligations  of the Maker in respect of this Note and will hold in trust for the
holders of the Senior  Indebtedness  and pay over to them, in the form received,
to be applied to Senior Indebtedness, pro rata, any and all moneys, dividends or
other assets, received in any such proceeding on account of this Note, until the
Senior  Indebtedness shall be paid in full. In the event that the holder of this
Note  shall  fail to  take  such  action  requested  by the  holders  of  Senior
Indebtedness,  such  holders  may, as  attorneys-in-fact  for the holder of this
Note, and are hereby  irrevocably  authorized by the holder hereof to, take such
action on behalf of the holder of this Note as shall be  necessary  to effect or
in  furtherance of the provisions of this  paragraph,  and without  limiting the
generality of the foregoing:

                           (i) to enforce claims under this Note either in their
own name or the name of the holder hereof by proof of debt, proof of claim, suit
or otherwise;

                           (ii) to vote in their sole  discretion  in connection
with any resolution, arrangement, plan of reorganization, compromise, settlement
or extension and to take all such other action,  including,  without limitation,
the right to participate  in any  composition of creditors and the right to vote
this Note at creditors' meetings; and

                           (iii) to take generally any action in connection with
any such proceeding or meeting which the holder hereof might otherwise take.

                  No  payment  or  distribution  to the  holder  of  any  Senior
Indebtedness  as  contemplated  by the provisions of this Note shall entitle the
holder hereof to exercise any rights



                                       2
<PAGE>


of subrogation in respect thereof until all Senior  Indebtedness shall have been
paid  in  full;  and,  for  the  purposes  of  such  subrogation,   payments  or
distributions to the holder of any Senior  Indebtedness of any cash, property or
securities  to  which  the  holder  hereof  would  be  entitled  except  for the
provisions of this Note shall, as between the Maker and its creditors other than
the  holders of Senior  Indebtedness  and the holder  hereof,  be deemed to be a
payment  by the Maker to or on  account  of the  Senior  Indebtedness,  it being
understood  that the provisions of this Note are for the purpose of defining the
relative rights of the holder hereof, on the one hand, and the holders of Senior
Indebtedness on the other hand.

                  The  holders of the Senior  Indebtedness  may, at any time and
from time to time,  without  consent of or notice to the holder of this Note and
without  impairing  or  releasing  any of the  rights of the  holders  of Senior
Indebtedness under this Note,  effect,  consent to and/or permit, and the rights
and  interests of the holders of the Senior  Indebtedness  under this Note shall
remain in full force and effect irrespective of, any of the following:

                           (i)  any   change   in  the   terms  of  the   Senior
Indebtedness,  including the amount, time, place, manner or terms of payment, or
any amendment or waiver of any agreement relating to Senior Indebtedness;

                           (ii) any sale,  exchange  or  release of or any other
dealing  with any  property by  whomsoever  at any time  pledged or mortgaged to
secure the Senior Indebtedness, other than a provision expressly prohibiting the
payment of this Note as a device to avoid the obligation  hereunder to make such
payment;

                           (iii) any release of anyone  liable in any manner for
the payment and collection of Senior Indebtedness;

                           (iv) any exercise or refraining  from the exercise of
any rights against the Maker or others, including the holder of this Note;

                           (v) any  application of any funds received by holders
of Senior  Indebtedness  by  whomsoever  paid or however  realized to the Senior
Indebtedness; or

                           (vi) any other  circumstance  which  might  otherwise
constitute  a defense  available  to any holder  hereof as against any holder of
Senior Indebtedness.

                  The provisions of this Note as to the rights of the holders of
Senior Indebtedness and the obligations of the holder hereof with respect to the
Senior Indebtedness shall continue to be effective or be reinstated, as the case
may  be,  if at any  time  any  payment  of any of the  Senior  Indebtedness  is
rescinded  or  must  otherwise  be  returned  by the  holder  thereof  upon  the
insolvency,  bankruptcy or reorganization of any party hereto or otherwise,  all
as though such payment had not been made.



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<PAGE>



                  The holder of this Note,  by  acceptance  of same,  absolutely
agrees to be bound by all of the provisions hereof relating to the subordination
of the indebtedness evidenced by this Note to the Senior Indebtedness and/or the
rights of the holders of Senior  Indebtedness  and the obligations of the holder
hereof with respect thereto, in each case for the benefit of the holders of such
Senior Indebtedness.  Such provisions of this Note shall inure to the benefit of
the  holders of the Senior  Indebtedness  and their  respective  successors  and
assigns  and shall be binding  upon the holder  hereof  and its  successors  and
assigns.

                  An  "Event  of  Default"  shall  be  deemed  to have  occurred
hereunder  if and only if the Maker  shall fail to make any  payment  under this
Note  when due and such  failure  shall not be cured  within  30 days  following
written  notice  thereof  from the Payee to the  Maker;  or (a) the Maker  shall
approve of, consent to or acquiesce in the  appointment of a trustee,  receiver,
liquidator,   custodian,   sequestrator  or  similar   official   (collectively,
"Custodians")  for itself or substantially all of its assets; or (b) a Custodian
shall be appointed for the Maker without its consent,  or for  substantially all
of its assets,  and such appointment shall not be terminated or stayed within 90
days;  or (c) any  voluntary  bankruptcy  proceeding  shall be  commenced by the
Maker, as debtor; or (d) any involuntary bankruptcy proceeding commenced against
the Maker shall not be dismissed or stayed within 90 days or an order for relief
is granted against the Maker in such proceeding.

                  If an Event of Default shall occur and be continuing, then the
Principal Sum under this Note and all accrued interest  thereon,  if any, shall,
at the election of the Payee, but subject always to the subordination provisions
hereof  and/or  the  rights  of the  holders  of  Senior  Indebtedness  and  the
obligations  of the holder hereof with respect  thereto,  become due and payable
immediately,  without  presentment,  notice of  dishonor,  protest and notice of
protest  and  nonpayment,  entitlement  to which is hereby  waived by the Maker.
Payee shall be entitled to recover  reasonable  attorneys'  fees incurred in the
collection of the indebtedness evidenced by this Note after the occurrence of an
Event of Default.



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                  This Note may not be changed or terminated  orally.  This Note
shall be governed by the internal  laws of the State of New York without  regard
to principles of conflict of laws.

                                           LUKENS MEDICAL CORPORATION


                                           By: /s/ Robert S. Huffstodt
                                               ---------------------------------
                                               Robert S. Huffstodt, President



                                       5
<PAGE>








         NEITHER THIS WARRANT NOR ANY SHARES OF COMMON STOCK  ISSUABLE  UPON THE
         EXERCISE OF SUCH WARRANT HAVE BEEN REGISTERED  UNDER THE SECURITIES ACT
         OF 1933 AND NONE OF THEM MAY BE  TRANSFERRED,  NOR WILL ANY ASSIGNEE OR
         ENDORSEE OF SUCH WARRANT OR SHARES OF COMMON STOCK BE  RECOGNIZED AS AN
         OWNER  THEREOF  BY THE ISSUER FOR ANY  PURPOSE,  UNLESS A  REGISTRATION
         STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, WITH RESPECT TO
         SUCH  WARRANT  OR  SHARES  SHALL  THEN  BE  IN  EFFECT  OR  UNLESS  THE
         AVAILABILITY  OF AN  EXEMPTION  FROM  REGISTRATION  WITH RESPECT TO ANY
         PROPOSED  TRANSFER OR  DISPOSITION  OF SUCH  WARRANT OR SHARES SHALL BE
         ESTABLISHED TO THE SATISFACTION OF THE ISSUER. NEITHER THIS WARRANT NOR
         ANY SHARES OF COMMON STOCK  ISSUABLE  UPON THE EXERCISE OF SUCH WARRANT
         MAY BE SOLD OR TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION
         STATEMENT OR SIMILAR  QUALIFICATION  UNDER  APPLICABLE STATE SECURITIES
         LAWS, OR UNLESS IT IS  ESTABLISHED  TO THE  SATISFACTION  OF THE ISSUER
         THAT SUCH SALE OR TRANSFER IS IN A  TRANSACTION  WHICH IS EXEMPT UNDER,
         OR OTHERWISE IN COMPLIANCE WITH, SUCH LAWS.

                           LUKENS MEDICAL CORPORATION
                          3820 Academy Parkway North NE
                          Albuquerque, New Mexico 87109

To:      Robert L. Priddy (the "Warrantholder")

                  For value  received,  subject to the terms and  conditions set
forth below, Lukens Medical Corporation (the "Company") hereby promises to issue
to the Warrantholder  Fifteen Thousand (15,000) shares of Common Stock, $.01 par
value per share,  of the  Company  (the  "Common  Stock"),  upon  payment by the
Warrantholder  to the  Company  of the  purchase  price  of  Eight  Dollars  and
Twenty-Five  Cents  ($8.25)  per share,  subject to  adjustment  as  hereinafter
provided  (the  "Warrant  Price"),   and  to  deliver  to  the  Warrantholder  a
certificate or certificates  representing the shares purchased (with such shares
of Common Stock subject to issuance  hereunder  being  referred to herein as the
"Shares).

                  1.  Warrant  Exercise.  This  Warrant may be  exercised by the
Warrantholder  from time to time,  in part or in full (but  subject to the terms
and conditions set forth herein),  at any time on or prior to March 1, 2002 (the
"Expiration Date").

                           (a) This Warrant can be  exercised  only with respect
to full Shares and only with respect to a minimum of 2,000 Shares at the time of
any exercise.

                           (b) Any  exercise of this  Warrant must be in writing
addressed  to the Board of Directors  of the Company at the  principal  place of
business of the Company and  delivered at least ten (10)  business days prior to
the proposed date of exercise, which writing shall indicate the number of Shares
as to which this Warrant is being  exercised and shall be accompanied by a check
payable to the order of the Company in the full amount of the aggregate  Warrant
Price of the Shares covered by such exercise.

                  2.  Certain  Conditions  to  Exercise.  This  Warrant  may  be
exercised by the Warrantholder only if on the date of exercise the Warrantholder
satisfies the Company,  in such manner as the Company shall reasonably  specify,
that the Shares issuable upon such exercise


<PAGE>



may  be  issued  to  the  Warrantholder   pursuant  to  an  exemption  from  the
registration  requirements  of, and  otherwise in  compliance  with,  applicable
federal and state securities laws.

                  3.  Reservation  of  Shares.  The  Company  will at all  times
through the close of business on the Expiration Date reserve and keep available,
out of the aggregate of its authorized but unissued or treasury shares of Common
Stock,  for the purpose of enabling it to satisfy any obligation to issue shares
of Common Stock upon exercise of this Warrant,  the number of Shares deliverable
upon the exercise of this Warrant.  The Company covenants that all Shares issued
upon exercise of this Warrant shall,  upon issuance in accordance with the terms
of this Warrant, be fully paid and nonassessable.

                  4. Certain Other Adjustments;  Mergers,  Consolidations,  Etc.
Notwithstanding any other provisions  contained in this Warrant, in the event of
the   merger  or   consolidation   of  the   Company,   or   reorganization   or
recapitalization  of,  stock  dividend on,  stock  split,  split-up,  split-off,
spin-off or combination  of, shares of Common Stock,  this Warrant shall entitle
the Warrantholder to receive,  upon the exercise of this Warrant,  the number of
shares of Common  Stock  which the  Warrantholder  would have owned  immediately
following such action had this Warrant been exercised immediately prior thereto,
and  appropriate  adjustments  shall be made by the  Board of  Directors  of the
Company  as to the  number  of  Shares  and/or  the  Warrant  Price  as shall be
equitable to prevent reduction or enlargement of rights under this Warrant;  the
determination  of the Board of Directors as to such matters  shall be conclusive
and binding.  References  in this Warrant to Common Stock shall include any such
securities or other property  (including cash) into which shares of Common Stock
may be changed pursuant to or in accordance with the preceding  sentence through
merger, consolidation,  reorganization,  recapitalization, stock dividend, stock
split, split-up, split-off, spin-off, or combination of shares.

                  5.  Restrictions  on  Transfers.   (a)  This  Warrant  is  not
transferable by the Warrantholder, and is exercisable only by the Warrantholder,
and may not be sold, assigned,  transferred,  pledged or hypothecated in any way
(whether  by  operation  of law or  otherwise),  and  shall  not be  subject  to
execution, attachment or similar proceeding. Any attempted assignment, transfer,
pledge,  hypothecation  or other  disposition  of this  Warrant or any  interest
herein,  and the levy of any attachment or similar  proceeding upon this Warrant
or any  interest  herein,  shall be null and void and without  effect  except as
provided in the preceding sentence.

                           (b) The Company may  postpone the time of delivery of
certificates  for the shares issuable upon the exercise of this Warrant for such
additional time as the Company shall deem necessary or desirable to enable it to
comply with the listing or quotation  requirements  of any  securities  exchange
upon which  shares of the Company may or are then  contemplated  to be listed or
the National Association of Securities Dealers, Inc., or the requirements of the
Securities  Act of 1933,  as amended the  Securities  Exchange  Act of 1934,  as
amended,  any  applicable  rules or  regulations  of the Securities and Exchange
Commission or the requirements of applicable state securities laws.



                                       2
<PAGE>




                  6.  Miscellaneous.  (a) The  Warrantholder  shall not have any
rights to  dividends or any other  rights of a  stockholder  with respect to any
shares  subject to this  Warrant,  except to the extent  that the  Warrantholder
shall have paid for such Shares and a  certificate  for such  shares  shall have
been actually issued in the Warrantholder's name upon the due, proper and timely
exercise of this Warrant as provided for herein.

                           (b) Each notice  relating to this Warrant shall be in
writing and delivered in person or by certified mail, return receipt  requested,
to the proper address.  All notices to the  Warrantholder  shall be addressed to
the Warrantholder at the Warrantholder's address below specified. All notices to
the Company  shall be  addressed  to the Company at the address set forth on the
first  page of this  Warrant.  Anyone to whom a notice  may be given  under this
Warrant may  designate a new address by notice to that effect given to the other
party in accordance with this subparagraph (b).

                           (c) If this Warrant shall be mutilated,  lost, stolen
or destroyed,  the Company shall issue in exchange and substitution for and upon
cancellation of the mutilated Warrant, or in lieu of and in substitution for the
Warrant lost, stolen or destroyed, a new Warrant of like tenor and denomination,
but only upon  receipt of  evidence  satisfactory  to the  Company of such loss,
theft or destruction of such Warrant and such indemnity and, if requested by the
Company,  such bond, as shall in each case be satisfactory  to the Company.  The
Warrantholder  must also comply with such other  reasonable  regulations and pay
such other  reasonable  charges as the Company may prescribe in connection  with
such issuance.

                           (d) This Warrant  shall be governed and  construed in
accordance  with the  substantive  laws of the State of Delaware  applicable  to
contracts  executed,  delivered  and  to be  fully  performed  in the  State  of
Delaware,  without giving effect to contrary  provisions  regarding  conflict of
laws.

                           (e) This  Warrant  shall  inure to the benefit of and
shall be binding  upon the  Warrantholder's  heirs,  executors,  administrators,
successors,  legal representatives and permitted assigns, and shall inure to the
benefit of and be binding upon the Company and its successors  and assigns.  The
Warrantholder  may  not  assign,  transfer,  pledge,  encumber,  hypothecate  or
otherwise  dispose  of  this  Warrant,  or  any of  the  Warrantholder's  rights
hereunder,  and any such attempted prohibited delegation or disposition shall be
null and void and without effect.

                           (f)   This   Warrant    constitutes    the   complete
understanding between the parties with respect to the subject matter hereof, and
no statement, representation, warranty or covenant has been made by either party
with respect  thereto  except as expressly set forth herein.  This Warrant shall
not be altered,  modified,  amended or terminated  except by written  instrument
signed by each of the parties hereto.



                                       3
<PAGE>




                           (g) This  Warrant  may be  executed  in any number of
counterparts,  each of which shall be deemed an original  but all of which shall
constitute one and the same instrument.

                           (h) The paragraph  headings  contained herein are for
the  purposes  of  convenience  only,  are not  intended  to define or limit the
contents of said paragraphs and are not part of this Warrant.

                           (i)  By  signing  below,  the  Warrantholder   hereby
accepts  this  Warrant  subject  to all of the terms and  provisions  hereof and
acknowledge  all of the  representations,  warranties  and  agreements set forth
above.  This Warrant shall not be effective until the  Warrantholder  has signed
this Warrant and delivered it to the Company.

                  IN WITNESS WHEREOF, Lukens Medical Corporation has caused this
Warrant to be executed as of the 28th day of February, 1997.

                                        LUKENS MEDICAL CORPORATION



                                        By: /s/ Robert S. Huffstodt
                                            ------------------------------------
                                             Robert S. Huffstodt, President


ACCEPTED AND AGREED TO:



/s/ Robert L. Priddy
--------------------------------
    Robert L. Priddy






[Address]

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