UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) January 11, 1999

                           MEDICAL STERILIZATION, INC.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

                New York              2-85008-NY                11-2621408
--------------------------------------------------------------------------------
(State or other jurisdiction         (Commission            (IRS Employer or
        incorporation)                File Number)           Identification No.)

                225 Underhill Boulevard, Syosset, New York           11791
--------------------------------------------------------------------------------
              (Address of principal executive offices)            (Zip Code)

Registrant's telephone number, including area code (516) 496-8822

Item 2. Acquisition or Disposition of Assets

      On January 11, 1999, the Registrant acquired (the "Acquisition") from TFX
Equities Incorporated ("TFX") 100 shares of Common Stock, par value $1.00 per
share, of Endoscopy Specialists Incorporated ("ESI") (being all the issued and
outstanding ESI Common Stock); as well as 625 shares of SSI Surgical Services,
Inc. ("SSI") (being all the issued and outstanding shares of Common Stock of SSI
not already held by the Registrant), and 100 shares of Series A Non-Voting
Preferred Stock) par value $1.00 per share (being all the issued and outstanding
shares of Preferred Stock of SSI).

      In consideration for the shares of ESI and SSI acquired by the Registrant,
the Registrant issued to TFX 13,400,000 shares of Common Stock, par value $.01
per share, of the Registrant ("MSI Common Stock") and warrants to purchase (i)
1,250,000 shares of MSI Common Stock at $1.38 per share and (ii) 250,000 shares
of MSI Common Stock at $2.00 per share.

      The Registrant retained Needham & Company, Inc. ("Needham") to provide
financial advisory services with respect to the Acquisition. On November 18,
1998, Needham delivered its written opinion (the "Fairness Opinion") that as of
such date and based upon and subject to cer-
<PAGE>

tain assumptions and other matters described in its opinion, the consideration
to be received by the Registrant in the Acquisition is fair to the shareholders
of the Registrant (other than TFX) from a financial point of view.

      As previously set forth, the shares of stock were acquired from TFX. TFX
had previously acquired 687,500 shares of Series B Convertible Preferred Stock,
1,945,625 shares of Series C Convertible Preferred Stock and 150,000 shares of
Common Stock of the Registrant, or approximately 48% of the Registrant's voting
stock. Furthermore, three of the directors of the Registrant were employed by
TFX or affiliates.

      In an additional relationship between TFX and the Registrant, the
Registrant and TFX entered into a joint venture in May, 1997 to form SSI to
expand the Registrant's services throughout the United States. TFX received 
62 1/2% of the stock of SSI in consideration for cash, committed management and
funding working capital requirements. The Registrant received 37 1/2% of the
stock of SSI in consideration for certain technologies, processes and defined
territorial rights.

Endoscopy Specialists Incorporated

      ESI, headquartered in Orlando, Florida, was incorporated in 1993 to
provide endoscopic instrument sets to hospitals and other medical facilities on
a per procedure basis. In August 1995, ESI was acquired by TFX.

      ESI provides customers specified endoscopic instruments and specialty
products required to perform designated endoscopic surgical procedures. In
addition, ESI assigns highly trained service technicians to each customer
hospital. The ESI service technician is responsible for assisting with the
operating room set up prior to the start of the designated endoscopic case, and
remains on site to serve as a technical expert available to respond to questions
from the surgical staff regarding the proper use of the products and video
systems supplied by ESI. At the completion of the case, the ESI technician
decontaminates and reprocesses the ESI instruments and performs quality
assurance checks on the instruments to validate their readiness for the next
procedure. ESI manages all repairs, refurbishing, reprocessing and replacement
costs associated with the provided products.

      ESI offers services for general surgery, gynecology, urology, ENT,
orthopedics, plastic surgery, thoracic surgery and cardiovascular surgery. The
related ESI instrument sets can be basic, containing only instrumentation, or
increasingly complex, to include scopes, video equipment and other accessories.
By using high quality reusable instruments that are properly managed by trained
ESI technicians, ESI delivers higher quality products billed on a per procedure
basis, thus providing a basis for potentially reducing hospital costs.


                                       2
<PAGE>

      ESI currently provides services to approximately 100 hospitals and surgery
centers throughout the United States. Maintaining its growth on a controlled
basis, ESI expects to continue to build its business through the strength of its
reputation.

SSI Surgical Services, Inc.

      SSI, headquartered in Orlando, Florida, was formed in 1997 as a joint
venture between TFX and the Registrant. SSI was established to provide general
and specialty instrument sets, basins and surgical gowns and towels to hospitals
and other facilities. In August 1998, SSI acquired Sterilization Management
Group ("SMG") which owned and managed five surgical instrument and linen
reprocessing facilities located in major metropolitan areas in the United
States.

      SSI offers a broad menu of services both on-site (at customer locations)
and off-site (at the five SSI facilities). These services include, facility
assessment, on-site department management and staffing, asset inventory
management systems, surgical instrument management, equipment and sterile
processing department redesign, sterile processing department
education/certification and off-site sterile reprocessing of surgical
instruments, gowns and towels. SSI currently provides on-site services to six
hospitals and surgery centers and off-site sterilization services to more than
100 customers. SSI's focus on education and management services, strategic
alliances with suppliers of sterilization equipment and asset management
systems, on staff instrument repair and refurbishment resources and its highly
trained team of professionals is expected to allow for continued growth and a
competitive point of difference.

Item 7. Financial Statements and Exhibits.

      (a) Financial Statements.

            (1) The Financial Statements of Businesses Acquired will be filed by
amendment no later than sixty (60) days after the date of filing this report.

            (2) Pro Forma Financial Information as of September 30, 1998 is
annexed.

      (b) Exhibits.

            (1) The Acquisition Agreement dated November 19, 1998 between TFX
Equities Incorporated and MSI is annexed.


                                       3
<PAGE>

                                   SIGNATURES

      Pursuant to the requirements of the Securities Exchange Act of 1934, The
Registrant has duly caused this report to be filed on its behalf by the
undersigned hereunder duly authorized.

Date: January 26, 1999
      ----------------
                                    MEDICAL STERILIZATION, INC.


                                    By: /s/ Scott Bartos
                                        ----------------------------------------
                                    Name:  Scott Bartos
                                    Title: President and Chief Executive Officer


                                       4
<PAGE>

            UNAUDITED PRO FORMA CONSOLIDATED CONDENSED FINANCIAL DATA

                           MEDICAL STERILIZATION, INC.
                 Pro Forma Consolidated Condensed Balance Sheet
                               September 30, 1998
                                   (Unaudited)

                                (in thousands)

<TABLE>
<CAPTION>
                                  Combined                        Pro Forma      Pro Forma
                                 ESI/SSI(1)    The Company(2)   Adjustments(3)   Combined
                                 ----------    --------------   --------------   ---------
<S>                              <C>             <C>            <C>              <C>     
ASSETS

Cash .........................   $    122        $    100       $     --         $    222
Account Receivable, Net ......      3,116           1,734             --            4,850
Inventory ....................         --              57             --               57
Prepaid Assets ...............        186             151             --              337
                                 --------        --------       --------         --------
  Total Current Assets .......      3,424           2,042             --            5,466
                                                                                 
Plant Assets, Net ............     10,631           6,001             --           16,632
Goodwill .....................        737              --          5,323  A         6,060
Other Assets .................         --             131             --              131
                                 --------        --------       --------         --------
  Total Assets ...............   $ 14,792        $  8,174       $  5,323         $ 28,289
                                 ========        ========       ========         ========
                                                          
LIABILITIES AND EQUITY                                                           
                                                          
Notes Payable ................   $     --        $    555       $     --         $    555
Accounts Payable & Accrued                                                       
Expenses .....................      1,519           1,155             --            2,674
Income Taxes Payable .........         37              --             16  C            53
                                 --------        --------       --------         --------
  Total Current Liabilities ..      1,556           1,710             16            3,282
                                                                                 
Long Term Notes payable ......         --           2,705             --            2,705
Related Party Payable ........      4,148             640            500  B         5,288
                                 --------        --------       --------         --------
  Total Liabilities ..........      5,704           5,055            516           11,275
                                                                                 
Mand. Redeemable Preferred                                                       
Stock ........................         --           1,860         (1,860) D            --
Preferred Stock ..............      5,000           1,945         (6,945) D, F         --
Common Stock .................          1              32            162  D, E        195
Additional Paid in Capital ...      3,203           7,651         13,839  E, F     24,693
Retained Earnings (Deficit) ..        884          (8,369)          (389) F        (7,874)
                                 --------        --------       --------         --------
  Total Equity ...............      9,088           1,259          6,667           17,014
                                 --------        --------       --------         --------
Total Liab., Mand. Redeemable                                                   
Pref. Stock & Equity .........   $ 14,792        $  8,174       $  5,323         $ 28,289
                                 ========        ========       ========         ========
</TABLE>

(1) Represents the historical balance sheet for the combined ESI and SSI,
    including the pro forma effect of accounting for the acquisition of SMG by
    SSI as of January 1, 1997.

(2) Represents the historical balance sheet for the Company.

(3) See Notes to Unaudited Pro Forma Consolidated Condensed Financial
    Statements for explanation of pro forma adjustments.
<PAGE>

                           MEDICAL STERILIZATION, INC.
            Pro Forma Consolidated Condensed Statement of Operations
                      Nine Months Ended September 30, 1998
                                   (Unaudited)

                    (in thousands, except share-related data)

<TABLE>
<CAPTION>
                                      Combined         The           Pro Forma      Pro Forma
                                     ESI/SSI(1)     Company(2)     Adjustment(3)     Combined
                                    ------------   ------------    -------------   ------------
<S>                                 <C>            <C>             <C>             <C>         
Net Sales .......................   $     15,785   $      5,795    $       --      $     21,580
Cost of Sales ...................         10,358          4,221            --            14,579
                                    ------------   ------------    ----------      ------------
Gross Margin ....................          5,427          1,574            --             7,001
Operating Expenses ..............          4,694          1,660           266  A          6,620
                                    ------------   ------------    ----------      ------------
Operating Profit (Loss) .........            733            (86)         (266)              381
Interest Expense ................            185            323            --               508
                                    ------------   ------------    ----------      ------------
Earnings (Loss) Before Taxes ....            548           (409)         (266)             (127)
Income Taxes ....................            214             --          (161) B             53
                                    ------------   ------------    ----------      ------------
Net Earnings (Loss) .............            334           (409)         (105)             (180)
Preferred Stock Dividends .......             --             82           (82) C             --
                                    ------------   ------------    ----------      ------------
Net Earnings (Loss) Applicable to                                                  
  Common Shareholders ...........   $        334   $       (491)   $      (23)     $       (180)
                                    ============   ============    ==========      ============
(Loss) Per Share of Common                                                        
  Stock-Basic ...................                  $      (0.15)                   $       (.01)
                                                   ============                    ============
                                                                                   
(Loss) Per Share of Common                                                        
  Stock-Diluted .................                  $      (0.15)                   $       (.01)
                                                   ============                    ============
Weighted Avg. Common Shares                                                        
 Outstanding - Basic ............                     3,170,496                      19,445,945
                                                   ------------                    ------------
Weighted Avg. Common Shares                                                        
  Outstanding - Diluted .........                     3,170,496                      19,445,945
                                                   ------------                    ------------
</TABLE>

(1) Represents the historical statement of operations for the combined ESI and
    SSI, including the pro forma effect of accounting for the acquisition of
    SMG by SSI as of January 1, 1997.

(2) Represents the historical statement of operations for the Company.

(3) See Notes to Unaudited Pro Forma Consolidated Condensed Financial
    Statements for explanation of pro forma adjustments.



                                      II-2
<PAGE>

                           MEDICAL STERILIZATION, INC.
            Pro Forma Consolidated Condensed Statement of Operations
                          Year Ended December 31, 1997
                                   (Unaudited)

                    (in thousands, except share-related data)

<TABLE>
<CAPTION>
                                     Combined        The         Pro Forma      Pro Forma
                                    ESI/SSI(1)    Company(2)   Adjustments(3)   Combined
                                    -----------   -----------   ---------      -----------
<S>                                 <C>           <C>           <C>            <C>        
Net Sales .......................   $    16,606   $    10,040   $      --      $    26,646
Cost of Sales ...................        10,608         6,529          --           17,137
                                    -----------   -----------   ---------      -----------
Gross Margin ....................         5,998         3,511          --            9,509
Operating Expenses ..............         5,676         2,402         355  A         8,433
                                    -----------   -----------   ---------      -----------
Operating Profit (Loss) .........           322         1,109        (355)           1,076
Interest Expanse ................            98           486          --              584
                                    -----------   -----------   ---------      -----------
Earnings (Loss) Before Taxes ....           224           623        (355)             492
Income Taxes ....................            80            10         232  B           322
                                    -----------   -----------   ---------      -----------
Net Earnings (Loss) .............           144           613        (587)             170
Preferred Stock Dividends .......            --           109        (109) C            --
                                    -----------   -----------   ---------      -----------
Net Earnings (Loss) Applicable to                                              
 Common Shareholders ............   $       144   $       504   $    (478)     $       170
                                    ===========   ===========   =========      ===========
Earnings Per Share of Common                                                   
  Stock - Basic .................                 $      0.16                  $       .01
                                                  ===========                  ===========
Earnings Per Share of Common                                                   
 Stock - Diluted ................                 $      0.09                  $       .01
                                                  ===========                  ===========
Weighted Avg. Common Shares                                                    
 Outstanding - Basic ............                   3,157,996                   19,392,373
                                                  -----------                  -----------
Weighted Avg. Common Shares                                                    
 Outstanding - Diluted ..........                   5,571,683                   19,860,435
                                                  -----------                  -----------
</TABLE>

(1) Represents the historical statement of operations for the combined ESI and
    SSI, including the pro forma effect of accounting for the acquisition of
    SMG by SSI as of January 1, 1997.

(2) Represents the historical statement of operations for the Company.

(3) See Notes to Unaudited Pro Forma Consolidated Condensed Financial
    Statements for explanation of pro forma adjustments.


                                      II-3
<PAGE>

        NOTES TO PRO FORMA CONSOLIDATED CONDENSED FINANCIAL INFORMATION
                                  (Unaudited)

Description of Transaction

      Pursuant to an Acquisition Agreement, dated November 19, 1998, between the
Company and TFX, the Company will exchange 13,400,000 shares of Common Stock and
warrants to purchase an aggregate of 1,500,000 shares of Common Stock for 100
shares of Common Stock, par value $1.00 per share, of ESI and 625 shares of
Common Stock, par value $1.00 per share, and 100 shares of Series A Non-Voting
Preferred Stock, par value $1.00 per share, of SSI.

Method of Accounting

      The unaudited pro forma consolidated condensed financial statements of
operations for the year ended December 31, 1997 mid the nine months ended
September 30, 1998 arc based on the historical financial information of the
Company and combined ESI/SSI, adjusted to give effect, using the purchase method
of accounting, to the Acquisition and the pro forma effect of the acquisition of
SMG by SSI as of January 1, 1997. All material intercompany transactions have
been eliminated in the historical financial statements.

      The unaudited pro forma balance sheet has been prepared assuming that the
Acquisition occurred on September 30, 1998.

      The unaudited pro forma financial information does not purport to
represent what the Company's results of operations or financial position would
have been had the Acquisition or SSI's acquisition of SMG occurred as of January
1, 1997 or to project the Company's or combined ESI/SSI's results of operations
or financial position for a future period or date, nor does it give effect to
any matters other than those described in the notes thereto.

Notes to Unaudited Pro Forma Consolidated Condensed Statements of Operations

A.    Additional amortization resulting from amortization of the excess purchase
      price over the fair value of net assets acquired (goodwill), using a
      period of 15 years.

B.    Estimated taxes calculated at the estimated effective tax rate of 38%,
      excluding non-deductible goodwill amortization arising from the
      Acquisition.

C.    Elimination of preferred stock dividends following the conversion of the
      Company preferred stock to common stock as a result of the Acquisition.

Notes to Unaudited Pro Forma Consolidated Condensed Balance Sheet (in thousands,
except per share data)

A.    Record the excess of purchase price over the estimated fair value of net
      assets acquired (goodwill) which results upon the Acquisition.

                  New common stock issued                       13,400 shares
                  The Company's stock price                      $1.00 per share
                                                               -------
                  Purchase price                               $13,400
                  Estimated fair value of net assets 
                    acquired, net of transaction fees            8,077
                                                               -------
                  Goodwill                                      $5,323
                                                               =======

B.    Recording additional costs related to the consummation of the Acquisition
      including investment banking, legal and accounting fees.

C.    Estimated taxes calculated at the estimated effective tax rate of 38%,
      excluding non-deductible goodwill amortization arising from the
      Acquisition.

D.    Conversion of the Company preferred stock to common stock as a result of
      the Acquisition.


                                      II-4
<PAGE>

E.    Issuance of 13,400 shares of common stock by the Company in conjunction
      with the Acquisition, at a price of $1.00 per share.

F.    Elimination of the ESI/SSI equity accounts in connection with the
      Acquisition and recording of additional paid in capital.


                                      II-5
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UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) January 11, 1999

                           MEDICAL STERILIZATION, INC.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

                New York              2-85008-NY                11-2621408
--------------------------------------------------------------------------------
(State or other jurisdiction         (Commission            (IRS Employer or
        incorporation)                File Number)           Identification No.)

                225 Underhill Boulevard, Syosset, New York           11791
--------------------------------------------------------------------------------
              (Address of principal executive offices)            (Zip Code)

Registrant's telephone number, including area code (516) 496-8822

Item 2. Acquisition or Disposition of Assets

      On January 11, 1999, the Registrant acquired (the "Acquisition") from TFX
Equities Incorporated ("TFX") 100 shares of Common Stock, par value $1.00 per
share, of Endoscopy Specialists Incorporated ("ESI") (being all the issued and
outstanding ESI Common Stock); as well as 625 shares of SSI Surgical Services,
Inc. ("SSI") (being all the issued and outstanding shares of Common Stock of SSI
not already held by the Registrant), and 100 shares of Series A Non-Voting
Preferred Stock) par value $1.00 per share (being all the issued and outstanding
shares of Preferred Stock of SSI).

      In consideration for the shares of ESI and SSI acquired by the Registrant,
the Registrant issued to TFX 13,400,000 shares of Common Stock, par value $.01
per share, of the Registrant ("MSI Common Stock") and warrants to purchase (i)
1,250,000 shares of MSI Common Stock at $1.38 per share and (ii) 250,000 shares
of MSI Common Stock at $2.00 per share.

      The Registrant retained Needham & Company, Inc. ("Needham") to provide
financial advisory services with respect to the Acquisition. On November 18,
1998, Needham delivered its written opinion (the "Fairness Opinion") that as of
such date and based upon and subject to cer-
tain assumptions and other matters described in its opinion, the consideration
to be received by the Registrant in the Acquisition is fair to the shareholders
of the Registrant (other than TFX) from a financial point of view.

      As previously set forth, the shares of stock were acquired from TFX. TFX
had previously acquired 687,500 shares of Series B Convertible Preferred Stock,
1,945,625 shares of Series C Convertible Preferred Stock and 150,000 shares of
Common Stock of the Registrant, or approximately 48% of the Registrant's voting
stock. Furthermore, three of the directors of the Registrant were employed by
TFX or affiliates.

      In an additional relationship between TFX and the Registrant, the
Registrant and TFX entered into a joint venture in May, 1997 to form SSI to
expand the Registrant's services throughout the United States. TFX received 
62 1/2% of the stock of SSI in consideration for cash, committed management and
funding working capital requirements. The Registrant received 37 1/2% of the
stock of SSI in consideration for certain technologies, processes and defined
territorial rights.

Endoscopy Specialists Incorporated

      ESI, headquartered in Orlando, Florida, was incorporated in 1993 to
provide endoscopic instrument sets to hospitals and other medical facilities on
a per procedure basis. In August 1995, ESI was acquired by TFX.

      ESI provides customers specified endoscopic instruments and specialty
products required to perform designated endoscopic surgical procedures. In
addition, ESI assigns highly trained service technicians to each customer
hospital. The ESI service technician is responsible for assisting with the
operating room set up prior to the start of the designated endoscopic case, and
remains on site to serve as a technical expert available to respond to questions
from the surgical staff regarding the proper use of the products and video
systems supplied by ESI. At the completion of the case, the ESI technician
decontaminates and reprocesses the ESI instruments and performs quality
assurance checks on the instruments to validate their readiness for the next
procedure. ESI manages all repairs, refurbishing, reprocessing and replacement
costs associated with the provided products.

      ESI offers services for general surgery, gynecology, urology, ENT,
orthopedics, plastic surgery, thoracic surgery and cardiovascular surgery. The
related ESI instrument sets can be basic, containing only instrumentation, or
increasingly complex, to include scopes, video equipment and other accessories.
By using high quality reusable instruments that are properly managed by trained
ESI technicians, ESI delivers higher quality products billed on a per procedure
basis, thus providing a basis for potentially reducing hospital costs.

                                       2
ESI currently provides services to approximately 100 hospitals and surgery
centers throughout the United States. Maintaining its growth on a controlled
basis, ESI expects to continue to build its business through the strength of its
reputation.

SSI Surgical Services, Inc.

      SSI, headquartered in Orlando, Florida, was formed in 1997 as a joint
venture between TFX and the Registrant. SSI was established to provide general
and specialty instrument sets, basins and surgical gowns and towels to hospitals
and other facilities. In August 1998, SSI acquired Sterilization Management
Group ("SMG") which owned and managed five surgical instrument and linen
reprocessing facilities located in major metropolitan areas in the United
States.

      SSI offers a broad menu of services both on-site (at customer locations)
and off-site (at the five SSI facilities). These services include, facility
assessment, on-site department management and staffing, asset inventory
management systems, surgical instrument management, equipment and sterile
processing department redesign, sterile processing department
education/certification and off-site sterile reprocessing of surgical
instruments, gowns and towels. SSI currently provides on-site services to six
hospitals and surgery centers and off-site sterilization services to more than
100 customers. SSI's focus on education and management services, strategic
alliances with suppliers of sterilization equipment and asset management
systems, on staff instrument repair and refurbishment resources and its highly
trained team of professionals is expected to allow for continued growth and a
competitive point of difference.

Item 7. Financial Statements and Exhibits.

      (a) Financial Statements.

            (1) The Financial Statements of Businesses Acquired will be filed by
amendment no later than sixty (60) days after the date of filing this report.

            (2) Pro Forma Financial Information as of September 30, 1998 is
annexed.

      (b) Exhibits.

            (1) The Acquisition Agreement dated November 19, 1998 between TFX
Equities Incorporated and MSI is annexed.

                                       3
SIGNATURES

      Pursuant to the requirements of the Securities Exchange Act of 1934, The
Registrant has duly caused this report to be filed on its behalf by the
undersigned hereunder duly authorized.

Date: January 26, 1999
      ----------------
                                    MEDICAL STERILIZATION, INC.

                                    By: /s/ Scott Bartos
                                        ----------------------------------------
                                    Name:  Scott Bartos
                                    Title: President and Chief Executive Officer

                                       4
UNAUDITED PRO FORMA CONSOLIDATED CONDENSED FINANCIAL DATA

                           MEDICAL STERILIZATION, INC.
                 Pro Forma Consolidated Condensed Balance Sheet
                               September 30, 1998
                                   (Unaudited)

                                (in thousands)
Combined                        Pro Forma      Pro Forma
                                 ESI/SSI(1)    The Company(2)   Adjustments(3)   Combined
                                 ----------    --------------   --------------   ---------
ASSETS

Cash .........................   $    122        $    100       $     --         $    222
Account Receivable, Net ......      3,116           1,734             --            4,850
Inventory ....................         --              57             --               57
Prepaid Assets ...............        186             151             --              337
                                 --------        --------       --------         --------
  Total Current Assets .......      3,424           2,042             --            5,466
                                                                                 
Plant Assets, Net ............     10,631           6,001             --           16,632
Goodwill .....................        737              --          5,323  A         6,060
Other Assets .................         --             131             --              131
                                 --------        --------       --------         --------
  Total Assets ...............   $ 14,792        $  8,174       $  5,323         $ 28,289
                                 ========        ========       ========         ========
                                                          
LIABILITIES AND EQUITY                                                           
                                                          
Notes Payable ................   $     --        $    555       $     --         $    555
Accounts Payable & Accrued                                                       
Expenses .....................      1,519           1,155             --            2,674
Income Taxes Payable .........         37              --             16  C            53
                                 --------        --------       --------         --------
  Total Current Liabilities ..      1,556           1,710             16            3,282
                                                                                 
Long Term Notes payable ......         --           2,705             --            2,705
Related Party Payable ........      4,148             640            500  B         5,288
                                 --------        --------       --------         --------
  Total Liabilities ..........      5,704           5,055            516           11,275
                                                                                 
Mand. Redeemable Preferred                                                       
Stock ........................         --           1,860         (1,860) D            --
Preferred Stock ..............      5,000           1,945         (6,945) D, F         --
Common Stock .................          1              32            162  D, E        195
Additional Paid in Capital ...      3,203           7,651         13,839  E, F     24,693
Retained Earnings (Deficit) ..        884          (8,369)          (389) F        (7,874)
                                 --------        --------       --------         --------
  Total Equity ...............      9,088           1,259          6,667           17,014
                                 --------        --------       --------         --------
Total Liab., Mand. Redeemable                                                   
Pref. Stock & Equity .........   $ 14,792        $  8,174       $  5,323         $ 28,289
                                 ========        ========       ========         ========
(1) Represents the historical balance sheet for the combined ESI and SSI,
    including the pro forma effect of accounting for the acquisition of SMG by
    SSI as of January 1, 1997.

(2) Represents the historical balance sheet for the Company.

(3) See Notes to Unaudited Pro Forma Consolidated Condensed Financial
    Statements for explanation of pro forma adjustments.
MEDICAL STERILIZATION, INC.
            Pro Forma Consolidated Condensed Statement of Operations
                      Nine Months Ended September 30, 1998
                                   (Unaudited)

                    (in thousands, except share-related data)
Combined         The           Pro Forma      Pro Forma
                                     ESI/SSI(1)     Company(2)     Adjustment(3)     Combined
                                    ------------   ------------    -------------   ------------
Net Sales .......................   $     15,785   $      5,795    $       --      $     21,580
Cost of Sales ...................         10,358          4,221            --            14,579
                                    ------------   ------------    ----------      ------------
Gross Margin ....................          5,427          1,574            --             7,001
Operating Expenses ..............          4,694          1,660           266  A          6,620
                                    ------------   ------------    ----------      ------------
Operating Profit (Loss) .........            733            (86)         (266)              381
Interest Expense ................            185            323            --               508
                                    ------------   ------------    ----------      ------------
Earnings (Loss) Before Taxes ....            548           (409)         (266)             (127)
Income Taxes ....................            214             --          (161) B             53
                                    ------------   ------------    ----------      ------------
Net Earnings (Loss) .............            334           (409)         (105)             (180)
Preferred Stock Dividends .......             --             82           (82) C             --
                                    ------------   ------------    ----------      ------------
Net Earnings (Loss) Applicable to                                                  
  Common Shareholders ...........   $        334   $       (491)   $      (23)     $       (180)
                                    ============   ============    ==========      ============
(Loss) Per Share of Common                                                        
  Stock-Basic ...................                  $      (0.15)                   $       (.01)
                                                   ============                    ============
                                                                                   
(Loss) Per Share of Common                                                        
  Stock-Diluted .................                  $      (0.15)                   $       (.01)
                                                   ============                    ============
Weighted Avg. Common Shares                                                        
 Outstanding - Basic ............                     3,170,496                      19,445,945
                                                   ------------                    ------------
Weighted Avg. Common Shares                                                        
  Outstanding - Diluted .........                     3,170,496                      19,445,945
                                                   ------------                    ------------
(1) Represents the historical statement of operations for the combined ESI and
    SSI, including the pro forma effect of accounting for the acquisition of
    SMG by SSI as of January 1, 1997.

(2) Represents the historical statement of operations for the Company.

(3) See Notes to Unaudited Pro Forma Consolidated Condensed Financial
    Statements for explanation of pro forma adjustments.

                                      II-2
MEDICAL STERILIZATION, INC.
            Pro Forma Consolidated Condensed Statement of Operations
                          Year Ended December 31, 1997
                                   (Unaudited)

                    (in thousands, except share-related data)
Combined        The         Pro Forma      Pro Forma
                                    ESI/SSI(1)    Company(2)   Adjustments(3)   Combined
                                    -----------   -----------   ---------      -----------
Net Sales .......................   $    16,606   $    10,040   $      --      $    26,646
Cost of Sales ...................        10,608         6,529          --           17,137
                                    -----------   -----------   ---------      -----------
Gross Margin ....................         5,998         3,511          --            9,509
Operating Expenses ..............         5,676         2,402         355  A         8,433
                                    -----------   -----------   ---------      -----------
Operating Profit (Loss) .........           322         1,109        (355)           1,076
Interest Expanse ................            98           486          --              584
                                    -----------   -----------   ---------      -----------
Earnings (Loss) Before Taxes ....           224           623        (355)             492
Income Taxes ....................            80            10         232  B           322
                                    -----------   -----------   ---------      -----------
Net Earnings (Loss) .............           144           613        (587)             170
Preferred Stock Dividends .......            --           109        (109) C            --
                                    -----------   -----------   ---------      -----------
Net Earnings (Loss) Applicable to                                              
 Common Shareholders ............   $       144   $       504   $    (478)     $       170
                                    ===========   ===========   =========      ===========
Earnings Per Share of Common                                                   
  Stock - Basic .................                 $      0.16                  $       .01
                                                  ===========                  ===========
Earnings Per Share of Common                                                   
 Stock - Diluted ................                 $      0.09                  $       .01
                                                  ===========                  ===========
Weighted Avg. Common Shares                                                    
 Outstanding - Basic ............                   3,157,996                   19,392,373
                                                  -----------                  -----------
Weighted Avg. Common Shares                                                    
 Outstanding - Diluted ..........                   5,571,683                   19,860,435
                                                  -----------                  -----------
(1) Represents the historical statement of operations for the combined ESI and
    SSI, including the pro forma effect of accounting for the acquisition of
    SMG by SSI as of January 1, 1997.

(2) Represents the historical statement of operations for the Company.

(3) See Notes to Unaudited Pro Forma Consolidated Condensed Financial
    Statements for explanation of pro forma adjustments.

                                      II-3
NOTES TO PRO FORMA CONSOLIDATED CONDENSED FINANCIAL INFORMATION
                                  (Unaudited)

Description of Transaction

      Pursuant to an Acquisition Agreement, dated November 19, 1998, between the
Company and TFX, the Company will exchange 13,400,000 shares of Common Stock and
warrants to purchase an aggregate of 1,500,000 shares of Common Stock for 100
shares of Common Stock, par value $1.00 per share, of ESI and 625 shares of
Common Stock, par value $1.00 per share, and 100 shares of Series A Non-Voting
Preferred Stock, par value $1.00 per share, of SSI.

Method of Accounting

      The unaudited pro forma consolidated condensed financial statements of
operations for the year ended December 31, 1997 mid the nine months ended
September 30, 1998 arc based on the historical financial information of the
Company and combined ESI/SSI, adjusted to give effect, using the purchase method
of accounting, to the Acquisition and the pro forma effect of the acquisition of
SMG by SSI as of January 1, 1997. All material intercompany transactions have
been eliminated in the historical financial statements.

      The unaudited pro forma balance sheet has been prepared assuming that the
Acquisition occurred on September 30, 1998.

      The unaudited pro forma financial information does not purport to
represent what the Company's results of operations or financial position would
have been had the Acquisition or SSI's acquisition of SMG occurred as of January
1, 1997 or to project the Company's or combined ESI/SSI's results of operations
or financial position for a future period or date, nor does it give effect to
any matters other than those described in the notes thereto.

Notes to Unaudited Pro Forma Consolidated Condensed Statements of Operations

A.    Additional amortization resulting from amortization of the excess purchase
      price over the fair value of net assets acquired (goodwill), using a
      period of 15 years.

B.    Estimated taxes calculated at the estimated effective tax rate of 38%,
      excluding non-deductible goodwill amortization arising from the
      Acquisition.

C.    Elimination of preferred stock dividends following the conversion of the
      Company preferred stock to common stock as a result of the Acquisition.

Notes to Unaudited Pro Forma Consolidated Condensed Balance Sheet (in thousands,
except per share data)

A.    Record the excess of purchase price over the estimated fair value of net
      assets acquired (goodwill) which results upon the Acquisition.

                  New common stock issued                       13,400 shares
                  The Company's stock price                      $1.00 per share
                                                               -------
                  Purchase price                               $13,400
                  Estimated fair value of net assets 
                    acquired, net of transaction fees            8,077
                                                               -------
                  Goodwill                                      $5,323
                                                               =======

B.    Recording additional costs related to the consummation of the Acquisition
      including investment banking, legal and accounting fees.

C.    Estimated taxes calculated at the estimated effective tax rate of 38%,
      excluding non-deductible goodwill amortization arising from the
      Acquisition.

D.    Conversion of the Company preferred stock to common stock as a result of
      the Acquisition.

                                      II-4
E.    Issuance of 13,400 shares of common stock by the Company in conjunction
      with the Acquisition, at a price of $1.00 per share.

F.    Elimination of the ESI/SSI equity accounts in connection with the
      Acquisition and recording of additional paid in capital.

                                      II-5