content: <PAGE>
  
  
                          MEDICAL DEVICE TECHNOLOGIES, INC.
                               9171 TOWNE CENTRE DRIVE
                                      SUITE 355
                                 SAN DIEGO, CA 92122
  
  
  
  
                                                         July 8, 1997
  
  Via EDGAR Transmission
  
  Attn:  Filer Support
  U.S. Securities and Exchange Commission
  Mail Stop 0-12, Room 1414
  6432 General Green Way
  Alexandria, VA  22312
  
                    Re:      Medical Device Technologies, Inc.
                             (the "Company") Form 8-K dated June 23, 1997
  
  Ladies and Gentlemen:
  
       On behalf of the Company,  electronically  transmitted herewith please find
  Form 8-K dated June 23, 1997.
  
                                  Very truly yours,
  
  
  
  
                                                  By:/s/ M. Lee Hulsebus   
                                                  ----------------------
                                                         M. Lee Hulsebus
  
  
  <PAGE>
                                                                   
  
                         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) June 23, 1997
  
                          MEDICAL DEVICE TECHNOLOGIES, INC.
               (Exact name of registrant as specified in its charter)
  
  
   Utah                           0-12365               58-1475517      
  --------------------------------------------------------------------------------
  (State or other               (Commission           (IRS Employer
  jurisdiction of                File Number)       Identification No.)
  formation)
  
  
  
  9171 Towne Centre Drive, Suite 355, San Diego, California  92122     
  --------------------------------------------------------------------------------
  (Address of principal executive offices)                (Zip Code)
  
  
  
  Registrant's telephone number, including area code (619) 455-7127    
                                                     -----------------------------
  
  
  
  --------------------------------------------------------------------------------
  (Former name or former address, if changed since last report)
  
                                                                       
  <PAGE>
                                                                       
   
  
  Item 2. Acquisition and Disposition of Assets.
          --------------------------------------
  
       On June 23,  1997 (the  "Closing  Date"),  the  Registrant  entered  into a
  definitive  agreement to purchase  certain of the assets of Boehringer  Mannheim
  Corporation  ("Boehringer),  an Indiana  corporation,  pursuant to that  certain
  Asset  Purchase  Agreement (the "Asset  Purchase  Agreement") by and between the
  Registrant and Boehringer, and an exclusive five (5) year distribution agreement
  by and between Boehringer Mannheim Gmbh,  ("Boehringer Gmbh") a German affiliate
  of Boehringer (the "Distribution Agreement") and Registrant.
  
       Pursuant to the Asset  Purchase  Agreement,  attached  hereto as Exhibit A,
  Boehringer  has agreed to sell to the  Registrant  certain  of its  assets  (the
  "Assets") with respect to its product line known as the "Biotrack 516," a system
  used in  doctors'  offices  and labs to  measure  drug  levels  in the blood for
  commonly  prescribed asthma and epilepsy  medication.  The Assets that are being
  acquired  include,  but are not limited to,  certain  patents,  customer  lists,
  inventory, equipment and trademarks, although Boehringer shall have the right to
  continue to use the  "Biotrack"  name  solely  with  respect to one of its blood
  coagulation  product  lines.  The  Registrant  also  agreed  to  assume  certain
  liabilities  in  connection  with the Asset  Purchase  Agreement,  specifically,
  warranty obligations and certain purchase commitments relating to the Assets.
  
       The  aggregate  purchase  price for the Assets  (the  "Purchase  Price") is
  $1,350,000,  payable  as  follows:  (i)  $100,000  upon  execution  of the Asset
  Purchase Agreement;  (ii) $400,000 as soon as practicable but no later than July
  15, 1997, at which time  Boehringer  will deliver to the Registrant a portion of
  the manufacturing  line with respect to the Biotrack 516; (iii) $500,000 as soon
  as practicable but no later than October 1, 1997, at which time Boehringer shall
  deliver to the Registrant the remaining portion of the  manufacturing  line with
  respect to the Biotrack 516; (iv) $175,000 no later than November 30, 1997;  and
  (v) $175,000 no later than  December  30,  1997.  In the event that the value of
  certain of the Assets is ultimately  determined to be less than $1,150,000 based
  on Boehringer's  direct standard costs, the purchase price shall be decreased by
  the  amount  which  the  value  of the  Assets  is  less  than  $1,150,000.  The
  Registrant's  ability to complete  the  purchase of the Assets is subject to the
  Registrant obtaining the necessary financing,  which the Registrant is presently
  attempting to secure.  Boehringer will retain a purchase money security interest
  in the Assets pending payment of the Purchase Price.
  
                                          1
  <PAGE>
  
       Under the Asset Purchase  Agreement,  the Registrant has agreed to grant to
  Boehringer  a  non-exclusive,   world-wide  royalty  free  license  to  use  the
  technology  underlying the patents that it will acquire from Boehringer pursuant
  to the Asset Purchase Agreement;  provided, however, that Boehringer will not be
  entitled to manufacture,  use or sell any product that uses technology  which is
  substantially similar to that used in connection with the Biotrack 516.
  
       Pursuant  to the  Distribution  Agreement,  a copy of which is  attached as
  Exhibit B, Boehringer Gmbh will be the exclusive distributor of the Biotrack 516
  product line in Germany. Under the Distribution Agreement,  Boehringer Gmbh will
  be obligated to make minimum  purchases of $1,200,000 per year,  resulting in an
  aggregate  minimum  purchase  obligation  of  $6,000,000  over  the  term of the
  Distribution Agreement.  The minimum purchase amount is subject to adjustment in
  the event that the public health insurance reimbursement in Germany with respect
  to the Biotrack 516 is significantly reduced or withdrawn.
  
       In addition,  the Registrant and Boehringer  also entered into a Transition
  Plan (the  "Transition  Plan") to  facilitate  the transfer of the Assets to the
  Registrant, a copy of which is attached hereto as Exhibit C.
  
       The disclosure  contained  herein is qualified in its entirety by reference
  to each of the Asset  Purchase  Agreement,  the  Distribution  Agreement and the
  Transition Plan.
  
  Item 7. Financial Statements and Exhibits.
          ----------------------------------
  
       (a) Financial Statements.
  
       As of the  date of  filing  of this  Current  Report  on  Form  8-K,  it is
  impracticable for the Registrant to provide the financial statements required by
  this Item 7(a).  In  accordance  with Item 7(a)(4) of Form 8-K,  such  financial
  statements  will be filed by  amendment  to this Form 8-K no later  than 60 days
  after the date hereof.
  
  
                                          2
  <PAGE>
  
  (b) Pro Forma Financial Information.
  
       As of the date of this Current Report on Form 8-K, it is impracticable  for
  the Registrant to provide the pro forma financial  information  required by this
  Item 7(b). In accordance with Item 7(b) of Form 8-K, such financial  information
  will be filed by amendment to this Form 8-K no later than 60 days after the date
  hereof.
  <TABLE>
  <CAPTION>
  
  (c) Exhibits                                           Exhibit
                                                         -------
  <S>                                                      <C>
  Asset Purchase Agreement                               Exhibit A
  
  Distribution Agreement                                 Exhibit B
  
  Transition Plan                                        Exhibit C
  
  Press Release dated June 24, 1997                      Exhibit D
  </TABLE>
  
  
                                          3
  
  <PAGE>
  
                                     SIGNATURES
                                     ----------
  
  
       Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
  Registrant has duly authorized and caused the undersigned to sign this Report on
  the Registrant's behalf.
  
  MEDICAL DEVICE TECHNOLOGIES, INC.
  
  
  By: /s/ M. Lee Hulsebus
  -----------------------
  M. Lee Hulsebus, Chief Executive Officer
  
  Dated:   July 8, 1997
  
  
  
                                          4
  
  <PAGE>
  
                                     EXHIBIT A
                                     ---------
  
  
                              ASSETS PURCHASE AGREEMENT
  
   
       ASSETS  PURCHASE  AGREEMENT,  dated  as of  June  2,  1997,  by  and  among
       BOEHRINGER MANNHEIM  CORPORATION,  an Indiana corporation  ("Seller"),  and
       Medical Device Technologies,  INC., a Utah corporation ("Purchaser"),  with
       reference to the following RECITALS:
  
  A.   Seller is engaged,  in part, in the business of designing and manufacturing
       the product line known as the "516".
  
  B.   Purchaser is engaged in,  manufacturing  and marketing  medical devices and
       related products,  and desires to purchase certain assets of Seller. All of
       such  business  assets of  Seller  desired  to be  purchased  by  Purchaser
       thereunder are referred to herein as the "Assets."
  
  C.   Subject only to the limitations and exclusions  contained in this Agreement
       and on the terms and conditions  hereinafter  set forth,  Seller desires to
       sell and Purchaser  desires to purchase from Seller those Assets designated
       herein.
  
  D.   Seller and Purchaser incorporate by reference the so called Transition Plan
       for Biotrack 516 dated June 2, 1997.
  
       NOW,  THEREFORE,  in  consideration  of the recitals and of the  respective
       covenants, representations and agreement herein contained, and intending to
       be legally bound hereby, the parties agree as follows:
  
  
  ARTICLE I - PURCHASE AND SALE
  -----------------------------
  
       1.1  Agreement to Sell. At the Closing hereunder (as defined in Section 2.1
            hereof) Seller shall grant, sell, convey, assign, transfer and provide
            access to Purchaser,  upon and subject to the terms and  conditions of
            this Agreement,  all right, title and interest of Seller in and to all
            of the  assets,  properties  and  rights  of Seller  set forth  hereto
            (collectively  referred to herein as the "Assets"  attached as Exhibit
            A),  free  and  clear  of  all  mortgages,  liens,  pledges,  security
            interests,  charges,  claims,  restrictions  and  encumbrances  of any
            nature whatsoever.  However,  Purchaser grants Seller a non-exclusive,
            paid  up,  worldwide,  royalty  free,  non-transferable,   except  for
            affiliates,  and any  successor,  license  to the  patents  listed  on
            Exhibit A. Seller  shall have the right to use any and all  technology
            in any way that  would,  absent  this  license,  infringe  any of such
            patents; provided,  however, that this license does not entitle Seller
            to make,  have  made,  use,  sell or have sold any  product  that uses
            technology which is  substantially  similar to that used in connection
            with Biotrack 516.  Purchaser grants Seller  worldwide,  royalty free,
            non transferable license to use the trademark "Biotrack" as it relates
            solely to the Biotrack 512 coagulation productline.
  
                                         1
  <PAGE>
  
  
       1.2  Agreement  to  Purchase.  At the Closing  hereunder,  Purchaser  shall
            purchase  the Assets  from  Seller,  upon and subject to the terms and
            conditions  of this  agreement  in  exchange  for the  Purchase  Price
            (hereinafter defined in Section 1.3 hereof).
  
  
       1.3  The Purchase Price.
  
            1.3.1Purchase Price. The Purchase Price shall consist of the following
                 consideration:
  
                             (a)      $1,350,000 in cash.
  
            1.3.2 Payment of Purchase Price.
   
            Purchaser  shall  deliver the total sum of  $1,350,000  which is to be
            transferred  to  Seller,  prior  to the move of the  assets,  via wire
            transfer, as follows:
  
            Upon execution of the contract       $100,000 non-refundable deposit
  
            As soon as is practicable but no     $400,000 to BMC and delivery of 
            later than July 15, 1997             monitor manufacturing line to MDT
   
            As soon as is practicable            $500,000 to BMC and delivery of 
            following safety stock build         cartridge manufacturing line 
            but no later than October 1, 1997    to MDT
  
            No later than November 30, 1997      $175,000 payment
  
            No later than December 30, 1997      $175,000 payment
  
            1.3.3. In order to secure the  Purchaser's  payment of all amounts due
                 hereunder,  Purchaser  hereby  grants to Seller a purchase  money
                 security interest in all the Assets. Purchaser agrees to promptly
                 execute any financing  statements required by Seller in order for
                 Seller to perfect its security interest  hereunder.  Upon payment
                 in  full  of all  amounts  hereunder,  Seller  will  release  its
                 security  interest.  The  Agreement  shall  constitute a security
                 agreement  under  the laws of any  state  where  the  Assets  are
                 located.
  
   
            1.4  Assumption of Liabilities.  Upon the Closing,  the Purchaser will
                 assume  all  debt,  liabilities  or other  obligations  of Seller
                 relating to the Assets and  identified  on Exhibit B hereto ( the
                 "Assumed Liabilities").
  
                                         2
  
  <PAGE>
  
  ARTICLE II - CLOSING, ITEMS TO BE DELIVERED
  -------------------------------------------
  
            2.1  Closing. The closing (the "Closing"), of the sale and purchase of
                 the Assets shall take place on or before:
  
                 No later than July 15, 1997 for the monitor  manufacturing  line,
                 monitor raw material inventory, and monitor WIP
  
                 No later  than  October 1, 1997 for the  cartridge  manufacturing
                 line, cartridge raw material inventory, and cartridge WIP
   
                 Value of Assets to be  delivered  to Purchaser in the form of raw
                 materials and WIP shall be at least  $1,150,000 based on Seller's
                 direct standard costs. In the case of any shortfall,  BM reserves
                 the  right  to  provide  MDT  with  a  credit  towards  financial
                 obligations.
  
  
            2.2  Items to be Delivered  at Closing.  At the Closing and subject to
                 the terms and  conditions  herein  contained;  
  
                 (a)  Seller shall provide to Purchaser the following as specified
                      in 1.3.2
   
                      (1)  Raw material inventory and WIP
  
                      (2)  Equipment  associated  with  production as specified on
                           list provided to Purchaser in March, 1997
  
                 and simultaneously with such access, all such steps will be taken
                 as may be  required to put  Purchaser  in actual  possession  and
                 operating control of the Assets.
  
  
                 (b)  Purchaser shall deliver to Seller the following:
  
                      (i)  the Purchase  Price in  accordance  with Section  1.3.2
                           hereof.
  
   
            2.3  Third Party  Consents.  To the extent that Seller's  rights under
                 any agreement,  contract,  commitment,  lease,  Authorization  or
                 other  Assets to be assigned to  Purchaser  hereunder  may not be
                 assigned without the consent of another person which has not been
                 obtained,  this  Agreement  shall not  constitute an agreement to
                 assign the same if an  attempted  assignment  would  constitute a
                 breach thereof or be unlawful,  and Seller, at its expense, shall
                 use its best efforts to obtain any such  required  consent(s)  as
                 promptly as possible.  If any such consent  shall not be obtained
                 or if any  attempted  assignment  would be  ineffective  or would
                 impair  Purchaser's  rights  under the Assets in question so that
                 Purchaser  would not in affect  acquire  the  benefit of all such
                 rights,  Seller,  to the maximum extent  permitted by law and the
                 Assets, shall act after the Closing as Purchaser's agent in order
                 to obtain for it the benefits thereunder and shall cooperate,  to
                 the  maximum  extent  permitted  by  law  and  the  Assets,  with
                 Purchaser in any other reasonable arrangement designed to provide
                 such benefits to Purchaser.
  
                                         3
  <PAGE>
  
  
  ARTICLE III - REPRESENTATIONS AND WARRANTIES
  
            3.1  Representations  and Warranties of the Seller.  The Seller hereby
                 represents and warrants to Purchaser that:
  
                 3.1.1Corporate Existence.  Seller is a corporation duly organized
                      and validly  existing under the laws of the  jurisdiction of
                      its  incorporation.  Seller is duly qualified to do business
                      and is in good  standing  as a foreign  corporation  in each
                      jurisdiction  where the conduct of its business  requires it
                      to be so qualified.
  
                 3.1.2Corporate  Power;  Authorization;  Enforceable  Obligations.
                      Seller has the corporate power, authority and legal right to
                      execute,  deliver and perform this Agreement. The execution,
                      delivery  and  performance  of this  Agreement by Seller has
                      been  duly   authorized  by  all  necessary   corporate  and
                      shareholder  action.  This Agreement has been, and the other
                      agreements,   documents  and  instruments   required  to  be
                      delivered by Seller in accordance with the provisions hereof
                      (the  "Seller's   Documents)  will  be,  duly  executed  and
                      delivered  on  behalf  of  Seller  by  its  duly  authorized
                      officers, and this Agreement  constitutes,  and the Seller's
                      Documents when executed and delivered will  constitute,  the
                      legal, valid and binding obligations of Seller,  enforceable
                      against Seller in accordance with their respective terms.
  
                 3.1.3No Interest in Other Entities.  No shares of any corporation
                      or any  ownership or other  investment  interest,  either of
                      record,  beneficially  or  equitably,  in  any  association,
                      partnership,   joint  venture  or  other  legal  entity  are
                      included in the Assets.
  
                 3.1.4Validity of Contemplated Transactions,  etc.. The execution,
                      delivery and  performance  of this  Agreement by Seller does
                      not and will not  violate,  conflict  with or  result in the
                      breach of any term,  condition or  provision  of, or require
                      the consent of any other person under, (a) any existing law,
                      ordinance,  or  governmental  rule or  regulation  to  which
                      Seller  is  subject,   (b)  any   judgment,   order,   writ,
                      injunction,  decree  or award of any  court,  arbitrator  or
                      governmental or regulatory official, body or authority which
                      is applicable to Seller, (c) the charter documents of Seller
                      or any  securities  issued by Seller,  or (d) any  mortgage,
                      indenture,  agreement,  contract,  commitment,  lease, plan,
                      Authorization    or   other    instrument,    document    or
                      understanding,  oral or written, to which Seller is a party,
                      by which  Seller  may  have  rights  or by which  any of the
                      Assets  may be bound or have  rights  or by which any of the
                      Assets  may be bound or  affected,  or give any  party  with
                      rights thereunder the right to terminate, modify, accelerate
                      or otherwise  change the existing  rights or  obligations of
                      Seller thereunder.
   
                                        4
  <PAGE>
  
  
                 3.1.5No Third Party  Options.  There are no existing  agreements,
                      options,  commitments or rights with, of or to any person to
                      acquire  any  of  Seller's  assets,   properties  or  rights
                      included in the Assets or any interest therein.
  
                 3.1.6Absence of Undisclosed  Liabilities.  To Seller's knowledge,
                      Seller has no material,  defined as amounts  individually or
                      in aggregate in excess of $5,000, undisclosed liabilities or
                      obligations  with  respect to the Assets,  either  direct or
                      indirect,  matured or unmatured or absolute,  contingent  or
                      otherwise,  except as  otherwise  disclosed  to Purchaser in
                      writing.   For   purposes  of  this   Agreement,   the  term
                      "liabilities" shall include, without limitation,  any direct
                      or  indirect  indebtedness,  guaranty,  endorsement,  claim,
                      loss,  damage,  deficiency,  cost,  expense,  obligation  or
                      responsibility, fixed or unfixed, known or unknown, asserted
                      or   unasserted,   choate   or   inchoate,   liquidated   or
                      unliquidated, secured or unsecured.
  
                 3.1.7Tax and Other  Returns and  Reports.  There are no tax liens
                      on any of the Assets.
  
                 3.1.8Books of  Account.  To the best of Seller's  knowledge,  the
                      books,  records  and  accounts  of  Seller  maintained  with
                      respect to the Assets  accurately  and  fairly  reflect,  in
                      reasonable  detail,  the  transactions  and the  assets  and
                      liabilities of Seller with respect to the Assets.
  
                 3.1.9Title to Properties.  Seller has good,  valid and marketable
                      title to all of the  Assets  to be  transferred  and sold to
                      Purchaser hereunder, free and clear of all mortgages, liens,
                      pledges, security interests,  charges, claims,  restrictions
                      and other  encumbrances  and  defects of title of any nature
                      whatsoever.
   
  
            3.2  Representations and Warranties of Purchaser. Purchaser represents
                 and warrants to Seller as follows:
  
                 3.2.1Corporate   Existence.   Purchaser  is  a  corporation  duly
                      organized,  validly  existing and in good standing under the
                      laws of the State of Utah.
  
                 3.2.2Corporate  Power  and   Authorization.   Purchaser  has  the
                      corporate  power,  authority  and  legal  right to  execute,
                      deliver and perform this Agreement. The execution,  delivery
                      and  performance  of this  Agreement by Purchaser  have been
                      duly  authorized by all  necessary  corporate  action.  This
                      Agreement  has been duly executed and delivered by Purchaser
                      and constitutes the legal,  valid and binding  obligation of
                      Purchaser  enforceable  against Purchaser in accordance with
                      its terms.
  
                                         5
  
  <PAGE>
  
  
                 3.2.3Governmental Consents. No consent, approval,  qualification,
                      order or authorization of, or filing with, any local,  state
                      or federal governmental authority is required on the part of
                      the  Purchaser  in  connection  with the  Purchaser's  valid
                      execution,  delivery,  or  performance  of  this  Agreement.
                      Medical Device Technologies,  Inc. will obtain all necessary
                      permits,  etc  required  to  manufacture  product  that meet
                      local, state, and federal requirements.
  
  ARTICLE IV - AGREEMENTS PENDING CLOSING
  ---------------------------------------
  
            4.1  Agreements of Seller  Pending the Closing.  Seller  covenants and
                 agrees that,  pending the Closing and except as otherwise  agreed
                 to in writing by Purchaser:
  
                 4.1.1Business in the Ordinary Course.  Seller's  business related
                      to the  Assets  shall be  conducted  solely in the  ordinary
                      course consistent with past practice.
  
                 4.1.2Maintenance  of Physical  Assets.  Seller shall  continue to
                      maintain  and  service  the Assets in the same manner as has
                      been its consistent past practice.
  
                 4.1.3Compliance  with Laws,  etc..  Seller  shall comply with all
                      laws, ordinances,  rules,  regulations and orders applicable
                      to  its  business,   or  Seller's   operations,   assets  or
                      properties in respect thereof,  the noncompliance with which
                      might materially affect the Assets.
  
                 4.1.4Conduct of  Business.  Seller  shall use its best efforts to
                      conduct  its  business  in such a manner that on the Closing
                      Date the  representations and warranties of Seller contained
                      in this  Agreement  shall be true,  to the best of  Seller's
                      knowledge,  except  as  specifically  contemplated  by  this
                      Article IV, as though such  representations  and  warranties
                      were made on and as of such date. Furthermore,  Seller shall
                      cooperate  with  Purchaser and use its best efforts to cause
                      all of the  conditions to the  obligations  of Purchaser and
                      Seller  under this  Agreement to be satisfied on or prior to
                      the Closing Date.
  
                 4.1.5Disclosure  of  Transactions:   Seller  shall  disclose  any
                      transactions  leading to liabilities which are to be assumed
                      by Purchaser or capital equipment acquisition or disposition
                      prior to closing.
  
                                         6
  
  <PAGE>
  
  ARTICLE V - INDEMNIFICATION
  
            5.1  General Indemnification  Obligation of Seller. From and after the
                 Closing,  Seller  will  reimburse,  indemnify  and hold  harmless
                 Purchaser  and  its  successors  and  assigns  (an   "Indemnified
                 Purchaser Party") against and in respect of:
  
                 (a)  any  and all  damages,  losses,  deficiencies,  liabilities,
                      costs and expenses  incurred or suffered by any  Indemnified
                      Purchaser Party that result from, relate to or arise out of:
  
                      (i)  the  use of  the  Assets  or  conduct  of the  business
                           related to the Assets  prior to the  Closing  including
                           any  product   liability   claim  based  on  a  product
                           manufactured  prior  to  the  Closing;   or  cartridges
                           manufactured  by  Seller  after the Close to be used as
                           safety stock during the transition of the business.
  
                      (ii) any   and   all   actions,    suits,   claims,   legal,
                           administrative,   arbitration,  governmental  or  other
                           proceedings or  investigations  against any Indemnified
                           Purchaser  Party that relate to Seller or its  business
                           in  which  the  principal  event  giving  rise  thereto
                           occurred prior to the Closing Date or which result from
                           or arise  out of any  action or  inaction  prior to the
                           Closing  Date  of  Seller  or  any  director,  officer,
                           employee,  agent,  representative  or  subcontractor of
                           Seller; or
  
                      (iii)any   misrepresentation,    breach   of   warranty   or
                           nonfulfillment of any agreement or covenant on the part
                           of   Seller   under   this   Agreement,   or  from  any
                           misrepresentation  in or omission from any certificate,
                           schedule,  statement,  document or instrument furnished
                           to Purchaser  pursuant hereto or in connection with the
                           negotiation,   execution   or   performance   of   this
                           Agreement; and
  
                 (b)  any   and   all   actions,   suits,   claims,   proceedings,
                      investigations,   demands,   assessments,   audits,   fines,
                      judgments,  costs and  other  expenses  (including,  without
                      limitation,  reasonable legal fees and expenses) incident to
                      any of the foregoing or to the  enforcement  of this Section
                      5.1.
  
  
            5.2  General Indemnification  Obligation of Purchaser.  From and after
                 the  Closing,  Purchaser  will  reimburse,   indemnify  and  hold
                 harmless  Seller and its  successors or assigns (an  "Indemnified
                 Seller Party") against and in respect of:
  
                 (a)  any  and all  damages,  losses,  deficiencies,  liabilities,
                      costs and expenses  incurred or suffered by any  Indemnified
                      Seller Party that result from, relate to or arise out of:
  
                                         7
  <PAGE>
  
  
                      (i)  the  use of  the  Assets  or  conduct  of the  business
                           related  to the  Assets  from  and  after  the  Closing
                           including  any  product  liability  claim  based  on  a
                           product  manufactured  after  the  closing,   including
                           claims based on design defects;
  
                      (ii) the Assumed Liabilities (Exhibit B)
   
                      (iii)any   and   all   actions,    suits,   claims,   legal,
                           administrative,   arbitration,  governmental  or  other
                           proceedings or  investigations  against any Indemnified
                           Seller  Party that relate to  Purchaser or its business
                           in  which  the  principal  event  giving  rise  thereto
                           occurred after the Closing Date or which result from or
                           arise out of any action or inaction  from and after the
                           Closing  Date of Purchaser  or any  director,  officer,
                           employer,  agent,  representative  or  subcontractor of
                           Purchaser,   
  
                      (iv) any   misrepresentation,    breach   of   warranty   or
                           nonfulfillment of any agreement or covenant on the part
                           of  Purchaser  under  this   Agreement,   or  from  any
                           misrepresentation  in or omission from any certificate,
                           schedule,  statement,  document or instrument furnished
                           to Seller  pursuant  hereto or in  connection  with the
                           negotiation,   execution   or   performance   of   this
                           Agreement; and
  
                 (b)  any   and   all   actions,   suits,   claims,   proceedings,
                      investigations,   demands,   assessments,   audits,   fines,
                      judgments,  costs and  other  expenses  (including,  without
                      limitation,  reasonable legal fees and expenses) incident to
                      any of the foregoing or to the  enforcement  of this Section
                      5.2.
  
            5.3  Method of Asserting Claims,  etc.. In the event that any claim or
                 demand  for  which  Seller  would  be  liable  to an  Indemnified
                 Purchaser  Party  hereunder  is asserted  against or sought to be
                 collected from an Indemnified  Purchaser  Party by a third party,
                 the  Indemnified  Purchaser Party shall promptly notify Seller of
                 such  claim or  demand,  specifying  the  nature of such claim or
                 demand  and the  amount or the  estimated  amount  thereof to the
                 extent then feasible  (which  estimate shall not be conclusive of
                 the final amount of such claim and demand) (the "Claim  Notice").
                 Seller  shall have ten (10) days from the  personal  delivery  or
                 mailing of the Claim Notice (the  "Notice  Period") to notify the
                 Indemnified  Purchaser  Party, (A) whether or not it disputes its
                 liability  to the  Indemnified  Purchaser  Party  hereunder  with
                 respect to such claim or demand and (B)  notwithstanding any such
                 dispute, whether or not it desires, at its sole cost and expense,
                 to defend the  Indemnified  Purchaser  Party against any claim or
                 demand.
  
                 (a)  If Seller  disputes its liability with respect to such claim
                      or demand  or the  amount  thereof  (whether  or not  Seller
                      desires to defend the  Indemnified  Purchaser  Party against
                      any such claim or demand as provided in  paragraphs  (b) and
                      (c) below),  the parties may take such reasonable actions to
                      preserve  their  rights  as  are   necessary.   Pending  the
                      resolutions  of any dispute by Seller of its liability  with
                      respect to any claim or demand,  such claim or demand  shall
                      not be  settled  without  the prior  written  consent of the
                      Indemnified Purchaser Party.
  
                                         8
  <PAGE>
  
  
                 (b)  In the event that Seller notifies the Indemnified  Purchaser
                      Parties  within the Notice Period that they desire to defend
                      the Indemnified Purchaser Party against such claim or demand
                      then, except as hereinafter provided,  Seller shall have the
                      right  to  defend  the   Indemnified   Purchaser   Party  by
                      appropriate proceedings, which proceedings shall be promptly
                      settled or prosecuted by them to a final  conclusion in such
                      a manner as to avoid any risk of Indemnified Purchaser Party
                      becoming   subject  to  liability   for  any  other  matter;
                      provided,  however,  Seller  shall  not,  without  the prior
                      written consent of the Indemnified  Purchaser Party, consent
                      to  the  entry  of  any  judgment  against  the  Indemnified
                      Purchaser  Party or enter into any  settlement or compromise
                      which does not include,  as an  unconditional  term thereof,
                      the giving by the claimant or  plaintiff to the  Indemnified
                      Purchaser  Party  of  a  release,   in  form  and  substance
                      satisfactory to the Indemnified Purchaser Party, as the case
                      may be,  from all  liability  in  respect  of such  claim of
                      litigation.  If any  Indemnified  Purchaser Party desires to
                      participate  in,  but  not  control,  any  such  defense  or
                      settlement, it may do so at its sole cost and expense.
  
                 (c)  All  claims for  indemnification  by an  Indemnified  Seller
                      Party under this  Agreement  shall be asserted  and resolved
                      under the  procedures  set forth above  substituting  in the
                      appropriate   place    "Indemnified    Seller   Party"   for
                      "Indemnified  Purchaser  Party" and  variations  thereof and
                      "Purchaser" for "Seller."
   
            5.4  Other  Rights and  Remedies  Not  Affected.  The  indemnification
                 rights of the parties under this Article V are independent of and
                 in addition  to such rights and  remedies as the parties may have
                 at law or in  equity  or  otherwise  for  any  misrepresentation,
                 breach of  warranty  or  failure  to  fulfill  any  agreement  or
                 covenant  hereunder  on the part of any party  hereto,  including
                 without  limitation  the  right  to  seek  specific  performance,
                 rescission or restitution, none of which rights or remedies shall
                 be affected or diminished hereby.
  
  
  ARTICLE VI - MISCELLANEOUS
  --------------------------
   
            6.1  Sales,  Transfer and Documentary Taxes, etc.. Purchaser shall pay
                 all Indiana State and local sales, documentary and other transfer
                 taxes,  if any,  due as a result of the sale or  transfer  of the
                 Assets in accordance herewith.
  
                                         9
  <PAGE>
  
            6.2  Expenses.  Except as otherwise  provided in this Agreement,  each
                 party  hereto  shall  pay  its  own  expenses  incidental  to the
                 preparation of this Agreement, the carrying out of the provisions
                 of  this  Agreement  and  the  consummation  of the  transactions
                 contemplated hereby.
  
            6.3  Contents of Agreement;  Parties in Interest; etc.. This Agreement
                 sets forth the entire  understanding  of the parties  hereto with
                 respect to the transactions  contemplated hereby. It shall not be
                 amended or modified except by written instrument duly executed by
                 each of the parties hereto.  Any and all previous  agreements and
                 understandings between or among the parties regarding the subject
                 matter  hereof,  whether  written or oral, are superseded by this
                 Agreement.
  
            6.4  Assignment and Binding Effect. This Agreement may not be assigned
                 prior to the  Closing  by any  party  hereto  without  the  prior
                 written  consent of the other parties.  Subject to the foregoing,
                 all of the  terms  and  provisions  of this  Agreement  shall  be
                 binding  upon and inure to the benefit of and be  enforceable  by
                 the successors and assigns of Seller and Purchaser.
  
            6.5  Waiver.  Any term or provision of this Agreement or any breach of
                 this Agreement may be waived at any time by the Party entitled to
                 the benefit thereof by a written instrument duly executed by such
                 Party.  Such waiver shall not  constitute a continuing  waiver of
                 that term, provision or breach or of any other term, provision or
                 breach of the Agreement.
  
            6.6  Notices. Any notice, request, demand, waiver, consent,  approval,
                 or other  communication  which is required or permitted hereunder
                 shall be in writing and shall be deemed  given only if  delivered
                 personally  or sent by telegram  or by  registered  or  certified
                 mail, postage prepaid, as follows:
  
           If to Purchaser, to:
  
                             MEDICAL DEVICE TECHNOLOGIES, INC.
                             9171 Towne Center Drive, Suite 355
                             San Diego, CA  92122
                             Attention: M. Lee Hulsebus
                                        Chief Executive Officer and Chairman
  
           If to Seller, to:
                             BOEHRINGER MANNHEIM CORPORATION     
                             9115 Hague Road
                             Indianapolis, Indiana  46250
                             Attention:  Robert Bachkosky
                                         Regional Business Director
                                         Latin America, Canada
  
                                         10
  <PAGE>
                             with an additional copy sent to:
  
                             BOEHRINGER MANNHEIM CORPORATION
                             Law Department
                             9115 Hague Road
                             P. O. Box 50100
                             Indianapolis, Indiana  46250
  
                 or to such other address as the addressee may have specified in a
                 notice duly given to the sender as provided herein.  Such notice,
                 request, demand, waiver, consent, approval or other communication
                 will be deemed to have  been  given as of the date so  delivered,
                 telegraphed or mailed.
  
  
            6.7  Indiana Law to Govern.  This  Agreement  shall be governed by and
                 interpreted  and enforced in accordance with the internal laws of
                 the  State  of  Indiana,  without  regard  to  conflicts  of laws
                 principles.  Venue for any dispute  arising out of this Agreement
                 shall be Marion County, Indiana, and both parties consent to such
                 venue.
  
            6.8  No Benefit to Others. The representations,  warranties, covenants
                 and  agreements  contained  in this  Agreement  are for the  sole
                 benefit  of the  parties  hereto  and,  in the case of Article VI
                 hereof,   the  other  Indemnified   Parties,   and  their  heirs,
                 executors, administrators, legal representatives,  successors and
                 assigns, and they shall not be construed as conferring any rights
                 on any other persons.
  
            6.9  Schedules  and Exhibits.  All Exhibits and Schedules  referred to
                 herein are intended to be and hereby are specifically made a part
                 of this Agreement.
  
            6.10 Severability. Any provision of this Agreement which is invalid or
                 unenforceable  in any  jurisdiction  shall be  ineffective to the
                 extent   of   such   invalidity   or   unenforceability   without
                 invalidating or rendering  unenforceable the remaining provisions
                 hereof,  and  any  such  invalidity  or  unenforceability  in any
                 jurisdiction  shall not invalidate or render  unenforceable  such
                 provision in any other jurisdiction.
  
            6.11 Counterparts.  This  Agreement  may be  executed in any number of
                 counterparts   and  any  party   hereto  may   execute  any  such
                 counterpart,  each of which when executed and delivered  shall be
                 deemed  to be an  original  and all of which  counterparts  taken
                 together shall constitute but one and the same  instrument.  This
                 Agreement  shall  become  binding  when one or more  counterparts
                 taken  together  shall have been  executed  and  delivered by the
                 parties.  It  shall  not be  necessary  in  making  proof of this
                 Agreement or any counterpart hereof to produce or account for any
                 of the other counterparts.
  
                                         11
  <PAGE>
  
  
  IN WITNESS WHEREOF,  the parties hereto have duly executed this Agreement on the
  date first written.
  
  PURCHASER
  
  By: /s/M. Lee Hulsebus        Date: 6/19/97
  
  Name: M. Lee Hulsebus
  
  Title: CEO/Chairman
  
  
  SELLER
  
  BOEHRINGER MANNHEIM CORPORATION
  
  
  By: /s/Dennert O. Ware        Date: 6/20/97
  
  Name: Dennert O. Ware
  
  Title:President & CEO
  
                                         12
  <PAGE>
  
  
  Exhibit A - Assets
  
  1.  Patents                Number
   
           A.                4946795
  
           B.                4868129
  
           C.                5077017
  
           D.                5104813
  
           E.                5028142
  
           F.                5230866
  
           G.                Des.347067
  
  
  Foreign Counterparts
  
  System for mixing solids into small volumes of liq. - has mixing  cartridge with
  chamber contg. a reciprocating magnetic mixing element
  
  Patent Assignee:    (BIOT-) BIOTRACK INC
  Author (Inventor):   COBB M; GIBBONS I; HILLMAN R; OSTOICH V
  Patent Family:       CC Number       Kind     Date             Week
                       US 5028142       A      910702            9304   (Basic)
  
  Priority Data (CC No Date): US 334304 (890406)
  
  --------------------------------------------------------------------------------
  
  Easily automated  capillary stop flow junction - between a capillary passage and
  a chamber  and  providing  a more  stable  stop flow state for e.g.  small blood
  samples
  
  Patent Assignee:   (BIOT-) BIOTRACK INC
  Author (Inventor):  BESEMER D; GORIN M; SHARTLE R
  Patent Family:      CC Number             Kind         Date       Week
                      EP 501796             A2           920902     9236   (Basic)
                      CA 2061984            A            920902     9247
                      AU 9211323            A            930128     9311
                      US 5230866            A            930727     9331
                      EP 501796             A3           931006     9510
  
  Priority Data (CC No Date): US 663217 (910301)
  Applications  (CC,No,Date):  EP  92301650  (920227);  EP 92301650  (920227);  CA
  2061984 (920227); AU 9211323 (920228)
  
                                         13
  <PAGE>
  
  
  Dilution  and  mixing  cartridge  esp.  for small liq.  vol. - allows  single or
  multiple  dilutions  of sample  with  diluent in  disposable  cartridge  e.g. to
  measure optical density
  
  Patent Assignee:    (BIOT-) BIOTRACK INC; (BOEF ) BOEHRINGER MANNHEIM CORP
  Author (Inventor):   BESEMER D; GORIN M; GIBBONS I
  Patent Family:       CC Number             Kind        Date       Week
                       EP 392851             A           901017     9042   (Basic)
                       AU 9048723            A           901018     9049
                       JP 2293640            A           901204     9103
                       US 5104813            A           920414     9218
                       CA 1323999            C           931109     9351
                       EP 392851             B1          941102     9442
                       DE 69013741           E           941208     9503
                       ES 2069683            T3          950516     9526
  
  Priority Data (CC No Date): US 337286 (890413)
  Applications  (CC,No,Date):  EP  90303985  (900412);  EP 90303985  (900412);  JP
  9095238 (900412);  CA 613158 (890926); EP 90303985 (900412); DE 613741 (900412);
  EP 90303985 (900412)
  
  --------------------------------------------------------------------------------
  
  
  
  Dilation  and mixing of liq.  samples - using a fixed volume  measuring  chamber
  filled from a sample application site and emptied by flow of diluent
  
  Patent Assignee:    (BIOT-) BIOTRACK INC
  Author (Inventor):   GIBBONS I; HILLMAN R S; ROBERTSON C R; GORIN M M; COBB M E
  Patent Family:       CC Number            Kind        Date       Week
                       EP 305210            A           890301     8909   (Basic)
                       AU 8821639           A           890302     8918
                       JP 1257268           A           891013     8947
                       US 4868129           A           890919     8947
                       US 4946795           A           900807     9034
                       US 5077017           A           911231     9204
                       EP 305210            B1          931208     9349
                       DE 3886140           G           940120     9404
                       ES 2049254           T3          940416     9419
                       CA 1333850           C           950110     9511
                       JP 95056492          B2          950614     9528
  
  Priority Data (CC No Date): US 117791  (871105);  US 90026  (870827);  US 395808
  (890818)
  Applications  (CC,No,Date):  JP  88213515  (880827);  EP 88307946  (880826);  JP
  88213515  (880827);  EP  88307946  (880826);  DE 3886140  (880826);  EP 88307946
  (880826); EP 88307946 (880826); CA 575875 (880826)
  
                                         14
  <PAGE>
  
  
  Design Patent:
  
  ANALYTICAL CARTRIDGE FOR TESTING BIOLOGICAL FLUIDS
  
  PATENT NO.:   D347 ,067
  ISSUED:       May 17, 1994 (19940517)
  INVENTOR(s):  Shartle, Robert, Livermore, CA (California), US (United States of 
                America) Aldrich, William, Redwood City, CA (California), 
                US (United  States of America)
  ASSIGNEE(s):  Biotrack, Inc
                [Assignee Code(s): 17922]
  EXTRA INFO:   Assignment transaction [Reassigned], recorded September 29, 1994 
                (19940929) Assignment transaction [Reassigned], recorded 
                October 13,  1994 (19941013)
  APPL. NO.:    7-670,151
  FILED:        March 15, 1991 (19910315)
  FULL TEXT:    14 lines
  
  
  2.  The trademark "Biotrack" - registration  #1638268, March 19, 1991
  
  3.  516 Customer List - as provided to MDT, March 1997
  
  4.  Inventory - as noted in  section 2.1
  
  5.  Equipment - list of equipment provided to MDT,  March 1997
  
  
                                         15
  <PAGE>
  
  Exhibit B - Assumed Liabilities
  
  1. All Warranty obligations.
  
  2. Long lead purchase  commitments  to the extent there have been no receipts of
  the committed matter prior to closing.
   
       a.   A list of known long lead purchase commitments will be provided to the
            Purchaser prior to the Closing.
  
    
                                         16
  <PAGE>
                                     EXHIBIT B
                                     ---------
  
                                    BIOTRACK 516
                          EXCLUSIVE DISTRIBUTION AGREEMENT
  
  This agreement is made this 2nd day of June 1997, by and between  Medical Device
  Technologies  (hereinafter  referred to as MDT), Inc., a Utah Corporation having
  its  principal  place of business at 9171 Towne Centre Drive,  #355,  San Diego,
  California 92122 and Boehringer Mannheim GmbH, a German corporation (hereinafter
  referred to as BMG).
  
  PREAMBLE
  
  WHEREAS, MDT, is engaged in the manufacture and sale of diagnostic  instruments,
  and related products and
  
  WHEREAS, BMG is experienced with promotion,  distribution and sale of diagnostic
  instruments and related products, and
  
  WHEREAS,  MDT has acquired from Boehringer Mannheim  Corporation,  Indianapolis,
  certain assets related to a Therapeutic  Drug Monitoring  Productline  under the
  Designation Biotrack 516; and
  
  WHEREAS BMG is  interested to serve as an Exclusive  Distributor  to promote and
  distribute such Productline in the territory described below.
  
  NOW THEREFORE,  in consideration  of the mutual  covenants  contained herein the
  parties agree hereto as follows:
  
  1. Definitions:
  
       1.1  Contract Products:  All products associated with the existing Biotrack
            516 product line  including:  the 516 meter,  theophylline  cartridge,
            phenytoin  cartridge,  carbamezapine  cartridges,  electronic  control
            cartridges,  and wet controls. A detailed list of Contract Products is
            attached hereto as a detailed Exhibit A.
  
                                         1
  <PAGE>
  
       1.2. Territory: The Territory will be Germany.
  
  2.   Appointment 
  
       MDT hereby  appoints BMG and BMG hereby accepts this  appointment to act as
       exclusive distributor for the Contract Products in the Territory.
  
  3.   Distributor  Obligations  
  
       3.1  During the term of this  Agreement,  BMG will promote the sale and use
            of the Contract Products in the Territory, devoting BMG's knowledge to
            such  promotion.   More   particularly,   without  limitation  of  the
            generality  of the  undertaking  to  promote  the  sale and use of the
            Contract  Products,  BMG will at its own expense maintain and employ a
            knowledgeable  sales force which is in the  reasonable  opinion of BMG
            adequate for the promotion of the Contract Products in the Territory.
  
       3.2  Minimum Purchase Order
  
            3.2.1During  the  term  of the  agreement,  BMG is  committed  to make
                 minimum purchase of Contract Products from MDT in accordance with
                 the following schedule:
  
             Year following signature         Minimum Purchase in amount of
             ------------------------         -----------------------------
  
             Year 1                                    US $1,200,000
             Year 2                                    US $1,200,000
             Year 3                                    US $1,200,000
             Year 4                                    US $1,200,000
             Year 5                                    US $1,200,000
             Total                                     US $6,000,000
  
                                         2
  <PAGE>
  
            3.2.2No sooner  than  October 1, 1999,  BMG may  require  MDT to enter
                 into re-negotiations of the minimum purchase  requirements and or
                 purchase  prices,  section 3.2.1 herein if there is a significant
                 change in market  conditions due to a reduction in, or withdrawal
                 of reimbursement  by the Public Health  Insurance in Germany.  In
                 this case,  both parties  agree to meet to  determine  new prices
                 and, or minimum purchase requirements. A significant reduction is
                 defined as }15%  (greater than fifteen  percent)  compared to the
                 status  of  reimbursement  in  October,  1997 for the  parameters
                 theophylline, carbamazepine, or phenytoin.
  
            3.2.3Compensation for Non-Fulfillment of Minimum Purchase:  At the end
                 of each contract  year, the parties will review the purchase made
                 by BMG. If the total purchases of Contract Products are less than
                 the purchase  commitment  defined in para 3.2.1. BMG will pay MDT
                 an amount  equal to the  difference  of total  Contract  Products
                 purchased and the  aforesaid  purchase  commitment.  This payment
                 will be due to MDT within 30 days of  completion  of the contract
                 year and is  considered  as full and final payment and remedy for
                 non-fulfillment  of BMG's minimum  purchase  obligation  for that
                 contract year.
  
  4 Contract Price:
  
       4.1  The  Contract  Prices  from MDT to BMG will be in effect and are valid
            through December 31, 1997.
  
       4.2  Changes in Contract  Price:  MDT will provide BMG with a minimum of 90
            days notice regarding an intended change of the contract prices of any
            Contract  Product:  BMG will accept any such price  change in case MDT
            can   demonstrate   to  the   reasonable   satisfaction   of  BMG  the
            justification of such price increase provided that such price increase
            shall not exceed the  increase  in the  Consumer  Price  Index for the
            corresponding  time period. The term "Consumer Price Index" shall mean
            the all items index  published in the Consumer Price Index - U.S. City
            Averages for Urban Wage Earners and Clerical  Workers,  All Items,  of
            the United States  Department of Labor.  In case of an increase in raw
            materials or  component  parts above the CPI,  both  parties  agree to
            discuss a price  modification  increase  reflecting  the  demonstrated
            manufacturing cost increases.
  
                                         3
  <PAGE>
  
            In any case a change of Contract  Price is only possible once within a
            12 month period.
  
  5.   Price to German  Customers:  BMG will have the right to set German end user
       prices through the term of the agreement.
  
  6.   Purchase Orders:  BMG will place orders for Contract  Products  directly to
       MDT.
  
  7.   Purchase Forecast In order to facilitate MDT's production planning BMG will
       provide MDT each calendar quarter with a rolling purchase  forecast for the
       following 12 months.
  
  8.   Purchase Lead Times and Minimum Order Sizes: BMG will place purchase orders
       considering the following  order lead times.  The minimum order sizes for a
       particular product will be as indicated.
  
       Product Order            Delivery within  Minimum Order Size
       516 meters               3 Months                  25 each
       Electronic QC            3 Months                  5 each
       Theophylline             3 Months                  200 Boxes
       Phenytoin                3 Months                  50 Boxes
       Carbamezapine            3 Months                  50 Boxes
  
       Minimum order size for Phenytoin  and  Carbamezapine  is to increase to 100
       when MDT is able to demonstrate an expiry date following delivery of 1 year
       or more.
  
                                         4
  <PAGE>
  
  9.   Customer  Services:  BMG will provide  customer  service for the Territory.
       Such services shall include technical services, instrument traceability and
       quality  related  user  complaints.  MDT  will  provide  technical  service
       assistance at a per diem rate to be negotiated.
  
  10.  Invoice  Payment:  BMG will pay the  purchase  price  net  within 30 = days
       following receipt of invoices.
  
  11.  Obligations of MDT
  
       11.1 MDT will not sell,  distribute  or  license  another  party to sell or
            distribute the Contract  Products in the Territory  during the term of
            this agreement.
  
       11.2 MDT will promptly execute purchase orders received from BMG within the
            agreed lead times. MDT will keep BMG informed of the expected shipping
            date for Contract  Products.  Failure for MDT to supply product within
            the  specified  lead times will,  besides other rights or remedies BMG
            may  have  in this  case,  lead to a  corresponding  reduction  of the
            minimum purchase volume as in para 3.2.1 above.
   
       11.3 As some raw  material  components  of the  Biotrack  516  monitors and
            cartridges have long lead time from  suppliers,  in excess of 90 days,
            in the event BMG issues a purchase  order in excess of 20% of what has
            been provided by BMG forecast, MDT may ship a partial order within the
            required  lead time but  experience  delay in  completing  the  order,
            pending receipt of components.  In this instance,  paragraph 11.2 does
            not apply.
  
       11.4 Compliance with Standards:  MDT will manufacture all Contract Products
            in compliance with all applicable United States GMP practices,  German
            regulations, and European ISO requirements.
   
                                        5
  <PAGE>
  
  
       11.5 Warranty:  MDT will  provide  BMG  with a  warranty  for the  Contract
            Products for a period of 18 months from the date of delivery  with the
            proviso that this  warranty is limited to MDT's  obligation to replace
            any defective Contract Products free of charge.
  
  12.  Right of First Refusal As the exclusive  distribution  partner for Germany,
       BMG has first right of refusal  for any  additional  products  added to the
       Product Line of Contract Products.
  
  13.  MDT will provide and update, as needed,  the name, phone, and fax number of
       appropriate contact individuals at MDT.
  
  14.  Term and Termination
  
       14.1 This  Agreement  is  effective  as of the date set forth  above and is
            effective for 5 years ending October 1, 2002..
  
            It may be  terminated  by either  party giving 6 month prior notice to
            this date or the end of any year thereafter.
  
       14.2 Either party may terminate this Agreement forthwith by written notice,
            if the other party 
  
            a.   files a declaration of bankruptcy, enters into any arrangement or
                 composition with their creditors,  goes into liquidation  whether
                 voluntarily or compulsory, or has their business closed down;
  
            b.   fails or  becomes  unable  to  substantially  perform  any of its
                 obligations or  undertakings  to be performed and such default or
                 inability does not have a mutually  accepted  resolution for cure
                 within 30 days after notice from the non-defaulting party.
  
  
                                         6
  <PAGE>
  
  15.  Indemnification
  
       MDT agrees to defend and hold  harmless  BMG and its  officers,  directors,
       agents,  employees,  shareholders,  legal  representatives,  successors and
       assigns,  from and  against any and all claims,  actions,  suits,  damages,
       costs,  liabilities,   judgments,  losses,  charges,  costs  and  expenses,
       including  attorneys' fees (whether  incurred in any action between MDT and
       BMG or between BMG and any third party) (any such claims,  actions,  suits,
       damages, costs, liabilities, judgments, losses, charges, costs and expenses
       being  hereinafter  referred to as "Losses") arising from (i) any breach by
       MDT of the  terms of this  Agreement,  (ii)  any  defects  in the  Contract
       Products or (iii) any  negligence  or willful  misconduct of MDT, of any of
       its employees,  agents, or subcontractors,  including,  without limitation,
       any  claims  based on product  liability,  strict  liability  or express or
       implied warranty, provided, that MDT shall not be required to indemnify BMG
       with  respect  to any  matter  which  is the  result  of  BMG'S  own  gross
       negligence or willful  misconduct.  It is hereby  expressly agreed that the
       foregoing undertakings are given for the benefit of BMG only and may not be
       passed on, and that they are  exclusive  and are in lieu of any  warrant of
       merchantability,  fitness for particular purpose or warranties of any other
       kind express or implied. This provision of this Article shall apply mutatis
       mutandis to BMG with respect to MDT and its  officers,  directors,  agents,
       employees,  shareholders,  legal  representatives,  successors and assigns;
       provided,  however,  that BMG shall not be liable  for any  indemnification
       hereunder  with  respect  to any  Losses  arising  from any  defects in the
       Contract Products.
  
  16.  Miscellaneous
  
       16.1 Notices All notices,  requests or other communications hereunder shall
            be given or made in  writing  and  shall be (i)  delivered  personally
            (including  commercial courier),  (ii) sent by registered or certified
            airmail,  postage prepaid,  or (iii) sent by telecopier,  addresses to
            the party to whom they are directed at the following addresses,  or at
            such other address as may be designated by notice from such party.
  
                                         7
  <PAGE>
  
   
                    Boehringer Mannheim GmbH
                    Sandhofer Strasse 116
                    D- 68298 Mannheim
                    Federal Republic of Germany
                    Telefax No.: ++ 49 621 759 4461 (Legal Department)
  
                    Medical Device Technologies, Inc.
                    9171 Towne Center Drive, # 355
                    San Diego, California 92122
                    Telefax No.: ++ 001 619 455 7295
  
  16.2 Amendments
  
       This  Agreement may not be amended,  modified or  supplemented  at any time
       except by a written agreement signed by the parties hereto.
  
  16.3 Severability  
  
       In the  event  any of the  provisions  of  this  Agreement  are  held to be
       unenforceable or invalid by any court of competent jurisdiction, unless the
       unenforceability or invalidity thereof causes a substantial  departure from
       the  underlying  intent and sense of the remainder of this  Agreement,  the
       validity  and  enforceability  of the  remaining  provisions  shall  not be
       affected   thereby,   except  those  remaining   provisions  of  which  the
       unenforceable or invalidated  provisions  comprise an integral part or from
       which they are otherwise clearly inseparable. In the event any provision is
       held unenforceable or invalid,  the parties shall use their best efforts to
       agree upon an enforceable  and valid  provision which shall be a reasonable
       substitute  for such  unenforceable  or invalid  provision  in light of the
       purpose of this Agreement  and, upon so agreeing,  shall  incorporate  such
       substitute provision in this Agreement.
  
                                         8
  
  <PAGE>
  
  
  16.4 Force Majeure
  
       Neither party shall incur  liability under the terms of this Agreement from
       actions caused by circumstances  beyond the reasonable control of the party
       concerned. Such circumstances shall include, but not be limited to, Acts of
       God  or  the  public  enemy,  fire,  flood,  earthquake,   windstorm,  war,
       government regulations,  restrictions,  directions or requests;  accidents,
       labor  disputes,  shortage of or inability to obtain  material,  equipment,
       transportation, license, or permissions.
  
  16.5 Assignment
  
       Neither  party to this  Agreement  may assign its rights  and/or  duties in
       whole or part  without  the  express  written  consent  of the  other;  any
       purported assignment without such consent shall be void.
  
  16.6 Applicable Law
  
       This  Agreement  shall be governed by and construed in accordance  with the
       internal laws of California, without regard to conflicts of laws.
  
  16.7 Entire Agreement
  
       This Agreement is the entire  agreement for this subject matter between the
       parties and supersedes all prior discussions,  agreements or understandings
       between the parties, whether written or oral.
  
       MDT will  deliver  product to BMG FOB San  Diego.  This  includes  freight,
       insurance, and customs fees to be paid by BMG.
  
  
                                         9
  
  <PAGE>
  
  
  IN WITNESS WHEREOF,  the parties have executed this Agreement to be effective as
  of the date first written above.
  
  
  BOEHRINGER MANNHEIM  GMBH
  
  Its:  S.V.P. Sales Thrapeutics     Its:  SVP Legal
  Date: 6/23/97                      Date: June 23, 1997
  
  Sandhoferstrabe 116
  D-68298 Mannheim
  
  
  MEDICAL DEVICE TECHNOLOGIES, INC:
  
  By:    /s/M. Lee Hulsebus
  Its:   CEO/Chairman
  Date:  6/19/97
  
  
  
                                         10
  
  <PAGE>
  
                                     EXHIBIT C
                                     ---------
  
       TRANSITION  PLAN for  Biotrack  516 from  Boehringer  Mannheim  Corporation
  Seller, Fremont,  California to Medical Device Technologies Purchaser, Inc., San
  Diego, California 
  
                                   June 2 , 1997
  
  
       Close Date (s) - as specified in Asset Purchase Agreement, section 2.1
  
  1. Monitor Line:
  
       1.1  As soon as is practicable  following the closing date specified in the
            Asset  Purchase  Agreement,  Paragraph  2.1,  Seller shall  deliver to
            Medical Device  Technologies,  Inc.  (Purchaser),  at such location as
            Purchaser  shall  specify in writing,  monitor  manufacturing  assets,
            (equipment  list  provided to Purchaser in March,  1997),  monitor raw
            materials,  and monitor WIP. Such deliveries shall be F.O.B.  Seller's
            locations.
  
       1.2  Any open orders for Biotrack 516 monitors  existing on or  immediately
            after  the  closing  dates  specified  in Assets  Purchase  Agreement,
            section 2.1, will be transferred to Purchaser.
  
       1.3  Seller  will  continue  to receive and repair  Biotrack  516  monitors
            during  the  month of June.  All open  "monitor  repair  work  orders"
            received by Seller will be completed  and returned to customers  prior
            to the  relocation  of the  monitor  line.  Effective  July 15,  1997,
            Purchaser will receive and repair monitors.
  
       1.4  Monitor  DHR (device  history  record) to be shipped in hard copy with
            the monitor line.
  
       1.5  Standard  Stock  solutions  of each drug (or raw  material  to prepare
            them) used in the  calibration  of  monitors  will be  transferred  to
            Purchaser with the monitor line.
  
   
  2. Cartridge Line:
  
       2.1  As soon as is practicable  following the closing date specified in the
            Asset  Purchase  Agreement,  section  2.1,  Seller  shall  deliver  to
            Purchaser,  at such  location as Purchaser  shall  specify in writing,
            cartridge  manufacturing  assets (equipment list provided to Purchaser
            in March,  1997),  cartridge raw  materials,  and cartridge  WIP. Such
            deliveries shall be F.O.B. Seller's locations.
  
       2.2  Any open orders for Biotrack 516 cartridges existing on or immediately
            after  the  closing  dates  specified  in Assets  Purchase  Agreement,
            section 2.1, will be transferred to Purchaser.
  
  <PAGE>
  
       2.3  Based on a Purchase  Order from  Purchaser,  on or before the  closing
            dates specified in the Asset Purchase  Agreement,  section 2.1, Seller
            will  manufacture  safety stock of cartridges.  The quantity  produced
            will be agreed  upon by Seller and  Purchaser  but will not exceed the
            forecasted  quantity  needed for 3 months.  Terms for the safety stock
            order will be 5% discount for cash on receipt, net 30 days.
  
       2.4  During the  period of time that the  cartridge  safety  stock is being
            built, Seller will continue to receive,  process,  and ship orders for
            Biotrack  516  cartridges,  collect  the  receivables,  and  owns  the
            revenue.
  
       2.5  Seller  will  provide   Purchaser   with  the  name  of  the  contract
            manufacturer  for the whole blood  controls.  Purchaser  should  place
            orders  directly with the contract  manufacturer  to ensure product is
            available no later than September 1, 1997.
  
       2.6  The contract manufacturing rate for the safety stock build from Seller
            is:
  
                                            (Sep/Oct/Nov)         
                                           Fcst Qty, 5/5/97
  
           Theo cartridges (15/pkg)           1,755 pkgs          
           Theo for Japan bulk packaged       23,400              
           Carbamazepine                      512 pkgs            
           Phenytoin                          516 pkgs            
  
           Whole Blood liquid controls - order from contract manufacturer
  
       2.7  During the safety stock build,  Purchaser  personnel may be present at
            the BM Fremont  facility to observe  normal  manufacturing  activities
            associated  with  building the cartridge  safety stock.  All costs and
            expenses  incurred shall be paid by the party  incurring such costs or
            expenses
  
       2.8  Seller will provide a certificate  stating that raw materials  used in
            the manufacture of cartridges passed Seller release criteria.
  
  <PAGE>
  
  3. Technical Service:
  
       3.1  Purchaser  personnel may visit Seller's  facility in Indianapolis  for
            the purpose of 2 days of Technical Service Training and observe Seller
            Technical  Service  receiving  customer  inquiries.  The  date  of the
            training to be  determined  by  Purchaser  and  Seller.  All costs and
            expenses  incurred shall be paid by the party  incurring such costs or
            expenses.
  
       3.2  Seller will  continue to receive and respond to customer  inquiries at
            the Seller Technical  Service Center during the safety stock build. As
            soon as is  practicable  but no later than  September  15, 1997 Seller
            shall refer customer inquiries to Purchaser.
  
  
  4. Communication:
  
       4.1  Immediately  following  the monitor  close as  specified  in the Asset
            Purchase Agreement , section 1.3.2, a joint  communication from Seller
            and  Purchaser  will be  sent  to the  existing  Biotrack  516  (U.S.)
            customer base,  foreign  distributors,  and suppliers,  indicating the
            transfer of the  business to  Purchaser,  the  effective  dates of the
            transfer, and instructions for placing orders, customer, and technical
            service.  Both Seller and Purchaser  will work to make the  transition
            "seamless" in the eyes of the customer and prevent any interruption of
            service.
  
       4.2  As soon as is  practicable  but no later than July 15,  1997,  BMG and
            BMKK  will be  notified  to send  instruments  in  need of  repair  to
            Purchaser.  Purchaser will provide shipping address to Seller in order
            for Seller to notify BMG and BMKK
  
  
  5. Customer Service:
  
       5.1  As soon as is practicable,  and no later than July 15, 1997, Purchaser
            shall receive,  process,  ship, and invoice customer  orders,  collect
            receivables,  and perform all functions  necessary to run and maintain
            the monitor business.
  
       5.2  As soon  as is  practicable,  and no  later  than  October  15,  1997,
            Purchaser shall receive,  process,  ship, and invoice customer orders,
            collect  receivables,  and perform all functions  necessary to run and
            maintain the cartridge business.
  
  6. Consultation:
  
       6.1  To promote  successful  relocation  and  recommission  of the line(s),
            Seller  will  provide  (up to) a total  of ten  (10)  days of  on-site
            manufacturing consultation.  The schedule for the consultation will be
            mutually  agreed upon by Purchaser and Seller.  Purchaser will pay for
            travel and accommodations for Seller employees.
  
       6.2  Following  the on-site  consultation  commitment  described in section
            6.1, BM Fremont  employees  will be available  for  consultation  at a
            mutually agreeable schedule at a rate of $100.00/hr plus expenses. The
            area of consultation is: manufacturing  processes,  recommissioning of
            the manufacturing line, facilities, design issues, or any other issues
            which arise.
  <PAGE>
  
       6.2  Following  the  transition  of  the  business  to  Purchaser,   Seller
            Technical  Service  Specialist will be available for a time period not
            to exceed 90 days for telephone consultation at a fee of $75.00/hour
  
  
  7. Miscellaneous:
  
       7.1  Following the cartridge closing date,  specified in the Asset Purchase
            Agreement , section 2.1, Purchaser shall have no right to use the name
            "Boehringer  Mannheim   Corporation"  or  any  version  or  derivative
            thereof,  for any purpose,  whether in business or  otherwise,  except
            that  (a  )  finished  goods  inventories,  Packaging  boxes,  labels,
            manuals,  etc.  for  such  finished  goods  inventories  that  are  in
            existence  as of the  closing  date and  included in the assets may be
            used  and  sold by  Purchaser  for a period  of 1 year  following  the
            closing date.  Purchaser  may, at its own expense choose to over-label
            existing material.
  
       7.2  Both parties agree that it is mutually beneficial to maintain customer
            satisfaction  and service  during the  transition  of ownership of the
            "Biotrack 516" productline.  The building of safety stock is necessary
            to  facilitate  the orderly  transition of the business from Seller to
            Purchaser. The safety stock manufactured for the purpose of transition
            of the  business  from Seller to Purchaser is not included in the base
            price of the business.
  
       7.3  All raw material costs  associated with the safety stock build are the
            responsibility  of Seller.  The  cartridge  safety stock build will be
            limited  to a three  (3)  month  supply,  based  on  existing  product
            forecasts for 1997.
  
       7.4  Purchaser will be responsible  for any open purchase  orders placed on
            behalf  of  Purchaser  for long lead  time raw  materials  and pay the
            Payables  when  due.  Based on  mutual  agreement  of items  required,
            pricing,  and lead times, Seller shall place orders for Purchaser with
            delivery and invoicing to Purchaser.
  
       7.5  To comply with  Boehringer  Mannheim GMP  guidelines,  Purchaser shall
            inform Seller  Fremont of any and all  complaints  that are associated
            with product manufactured by Seller.
  
       7.6  Purchaser  to be  notified  1 week in  advance  so they may be present
            during the tear down of the monitor and cartridge lines.
  
       7.7  Seller to provide  "ASK MAN MAN (MRP) files to Purchaser in a mutually
            workable format and provide 1 day of on-site consultation, if needed.
  
  <PAGE>
  
       7.8  Reagent  manufacture  to  transfer  at  the  same  time  as  cartridge
            manufacturing or sooner. If Purchaser wants a safety stock of reagents
            prior to  transfer of the reagent  and  cartridge  lines,  Purchaser's
            personnel may manufacture  reagent(s) at Seller's Fremont, CA facility
            according to a mutually agreeable schedule.  Raw materials consumed or
            purchased  for  such  manufacture  shall  be  the   responsibility  of
            Purchaser,  and  the  resulting  reagents  shall  be the  property  of
            Purchaser.  For purposes of the indemnification  provisions of Section
            5.2 of the Assets Purchase Agreement, such reagents shall be deemed to
            have been  manufactured  after the  Closing,  and  Purchaser  shall be
            solely responsible for their manufacture and use.
  
            BM  Fremont,  California  personnel  will assist as needed in both the
            reagent  build at the  Fremont,  California  facility  and the on-site
            calibration at the Medical  Device  Technologies  Westlake  California
            facility.
  
  
  IN WITNESS WHEREOF,  the parties hereto have duly executed this Agreement on the
  date first written.
  
  PURCHASER
  
  By: /s/M. Lee Hulsebus        Date: 6/19/97
  
  Name: M. Lee Hulsebus
  
  Title: CEO/Chairman
  
  
  SELLER
  
  BOEHRINGER MANNHEIM CORPORATION
  
  
  By: /s/Dennert O. Ware        Date: 6/20/97
  
  Name: Dennert O. Ware
  
  Title:President & CEO
  
  <PAGE>
  
  
                                     EXHIBIT D
                                     ---------
   
  
      MEDICAL DEVICE TECHNOLOGIES, INC. ACQUIRING PRODUCT LINE FROM BOEHRINGER
        MANNHEIM, INC. AND SECURING FIVE YEAR $6.0 MILLION SALES COMMITMENT
  
     Worldwide Sales of Biotrack (TM) Analyzer and Cartridges in 1996 Were $3.0
                             Million, Up 25% From 1995
  
  
              Contact: Virginia S. Rybski, 619-455-7127 extension 3012
  
  
       SAN DIEGO,  June 24,  1997 -- Medical  Device  Technologies,  Inc.  (NASDAQ
  Symbols:  MEDD,  MEDDP and  MEDDW)  announced  today  that it has  acquired  the
  Biotrack product line, including worldwide  distribution rights, from Boehringer
  Mannheim,  Inc. for $1.35  million.  In  connection  with the  acquisition,  the
  Company will acquire $1.15 million of readily  useable  inventory,  an estimated
  $0.7  million in  manufacturing  equipment,  the  worldwide  rights to the seven
  associated  patents and trademarks,  and  manufacturing  know-how.  In addition,
  Boehringer  Mannheim  Gmbh has  contractually  guaranteed  to a minimum  product
  purchase of $1.2  million per year for the next five years,  for a total of $6.0
  million,  for Germany  alone.  The Company will pursue  additional  distribution
  contracts with Boehringer  affiliates in other  countries,  as well as expanding
  the existing Japan and U.S.  markets.  The Company intends to secure  additional
  financing which will be necessary to complete this transaction.
  
       "The acquisition of the Biotrack product line from Boehringer Mannheim will
  bring  immediate  benefits  to  Medical  Device  Technologies,"  stated  M.  Lee
  Hulsebus, Chairman and CEO of MEDD. "First, it gives us an immediate and ongoing
  profitable  revenue  stream;   second,  it  establishes  our  access  to  large,
  international distribution channels for these and our other products; and third,
  it will create an opportunity for additional revenue growth as more distributors
  sign-up and new Biotrack disposable drug-testing cartridges enter the market."
  
       The Biotrack product line presently consists of a small instrument analyzer
  and three types of disposable cartridges. The system is used in doctors' offices
  and central  labs to measure  patient  blood drug  levels for the most  commonly
  prescribed  therapeutic  drugs to control  asthma  (Theophylline)  and  epilepsy
  (Carbamazepine, and Phenytoin). Two additional cartridges for epilepsy drugs are
  being developed to monitor Valproic Acid and Phenobarbital.  Asthma and epilepsy
  are prevalent medical conditions throughout the world. The Global Initiative for
  Asthma, in cooperation with the National Heart, Lung and Blood Institute and the
  World Health  Organization,  estimates  that 100 million  people  worldwide have
  asthma.  The World Health  Organization  estimates that 41 million people in the
  world have epilepsy.  Doctors  monitor their patients' drug levels on an ongoing
  basis to adequately control these diseases with drugs. - more - ADD 1 -- MEDICAL
  DEVICE TECHNOLOGIES,  INC. ACQUIRES PRODUCT LINE FROM BOEHRINGER MANNHEIM,  INC.
  AND SECURES FIVE YEAR $6.0 MILLION SALES COMMITMENT
  
  <PAGE>
  
       Medical Device Technologies,  Inc. is an incubator company that acquires or
  licenses technologies or products, then develops, manufactures, gains regulatory
  approval and distributes the resulting  specialty  medical devices.  The Company
  currently  has three  products.  The Fluid  Alarm  System(TM)  (FAS)  (TM) glove
  monitor is being  marketed as a device which detects when the infection  control
  barrier created by surgical latex gloves has been compromised. The Cell Recovery
  System(TM) (CRS) (TM) is a brush-biopsy  device that is entering clinical trials
  to  compare  its  results to  excision-type  biopsies  of the  bladder in cancer
  detection.  The Intracranial  Pressure Monitoring System(TM) (ICP) (TM) is being
  developed to  non-invasively  monitor the pressure within the skull of trauma or
  surgical patients.
  
  
       This news release contains forward-looking statements regarding the Company
  and its  systems.  These  forward-looking  statements  are based  largely on the
  Company's  expectations and are subject to a number of risks and  uncertainties,
  certain of which are beyond the  Company's  control.  Actual  results could vary
  materially  from those  expected  due to a variety  of  factors,  including  the
  uncertainties of the anticipated market for and sales of the Company's products,
  securing necessary additional financing and anticipated receipt of FDA marketing
  clearance and timing of such receipt for certain of the Company's  systems.  The
  Company  undertakes no obligation to publicly release the result of any revision
  to these  forward-looking  statements  which  may be made to  reflect  events or
  circumstances   after  the  date  hereof  or  to  reflect  the   occurrence   of
  unanticipated events.
  
       A current  listing of all the Company's  information and press releases may
  be found at www.businesswire.com/cnn/medd.htm
  
                                         ###
metadata_documents: [{"type": "8-K", "sequence": "1", "description": "FORM 8-K", "secsgml_size_bytes": 85051}]
metadata_filer: {"company-data": {"conformed-name": "MEDICAL DEVICE TECHNOLOGIES INC", "cik": "0000723906", "assigned-sic": "3845", "irs-number": "581475517", "state-of-incorporation": "UT", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-12365", "film-number": "97637465"}, "business-address": {"street1": "9171 TOWNE CENTRE DR", "street2": "STE 355", "city": "SAN DIEGO", "state": "CA", "zip": "92122", "phone": "6194557127"}, "mail-address": {"street1": "9191 TOWNE CENTRE DRIVE", "street2": "STE 355", "city": "SAN DIEGO", "state": "CA", "zip": "92122"}, "former-company": [{"former-conformed-name": "CYTOPROBE CORP", "date-changed": "19930929"}, {"former-conformed-name": "HAILEY ENERGY CORP", "date-changed": "19920703"}]}
text: MEDICAL DEVICE TECHNOLOGIES, INC.
                               9171 TOWNE CENTRE DRIVE
                                      SUITE 355
                                 SAN DIEGO, CA 92122
  
                                                         July 8, 1997
  
  Via EDGAR Transmission
  
  Attn:  Filer Support
  U.S. Securities and Exchange Commission
  Mail Stop 0-12, Room 1414
  6432 General Green Way
  Alexandria, VA  22312
  
                    Re:      Medical Device Technologies, Inc.
                             (the "Company") Form 8-K dated June 23, 1997
  
  Ladies and Gentlemen:
  
       On behalf of the Company,  electronically  transmitted herewith please find
  Form 8-K dated June 23, 1997.
  
                                  Very truly yours,
  
                                                  By:/s/ M. Lee Hulsebus   
                                                  ----------------------
                                                         M. Lee Hulsebus
  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) June 23, 1997
  
                          MEDICAL DEVICE TECHNOLOGIES, INC.
               (Exact name of registrant as specified in its charter)
  
   Utah                           0-12365               58-1475517      
  --------------------------------------------------------------------------------
  (State or other               (Commission           (IRS Employer
  jurisdiction of                File Number)       Identification No.)
  formation)
  
  9171 Towne Centre Drive, Suite 355, San Diego, California  92122     
  --------------------------------------------------------------------------------
  (Address of principal executive offices)                (Zip Code)
  
  Registrant's telephone number, including area code (619) 455-7127    
                                                     -----------------------------
  
  --------------------------------------------------------------------------------
  (Former name or former address, if changed since last report)
  Item 2. Acquisition and Disposition of Assets.
          --------------------------------------
  
       On June 23,  1997 (the  "Closing  Date"),  the  Registrant  entered  into a
  definitive  agreement to purchase  certain of the assets of Boehringer  Mannheim
  Corporation  ("Boehringer),  an Indiana  corporation,  pursuant to that  certain
  Asset  Purchase  Agreement (the "Asset  Purchase  Agreement") by and between the
  Registrant and Boehringer, and an exclusive five (5) year distribution agreement
  by and between Boehringer Mannheim Gmbh,  ("Boehringer Gmbh") a German affiliate
  of Boehringer (the "Distribution Agreement") and Registrant.
  
       Pursuant to the Asset  Purchase  Agreement,  attached  hereto as Exhibit A,
  Boehringer  has agreed to sell to the  Registrant  certain  of its  assets  (the
  "Assets") with respect to its product line known as the "Biotrack 516," a system
  used in  doctors'  offices  and labs to  measure  drug  levels  in the blood for
  commonly  prescribed asthma and epilepsy  medication.  The Assets that are being
  acquired  include,  but are not limited to,  certain  patents,  customer  lists,
  inventory, equipment and trademarks, although Boehringer shall have the right to
  continue to use the  "Biotrack"  name  solely  with  respect to one of its blood
  coagulation  product  lines.  The  Registrant  also  agreed  to  assume  certain
  liabilities  in  connection  with the Asset  Purchase  Agreement,  specifically,
  warranty obligations and certain purchase commitments relating to the Assets.
  
       The  aggregate  purchase  price for the Assets  (the  "Purchase  Price") is
  $1,350,000,  payable  as  follows:  (i)  $100,000  upon  execution  of the Asset
  Purchase Agreement;  (ii) $400,000 as soon as practicable but no later than July
  15, 1997, at which time  Boehringer  will deliver to the Registrant a portion of
  the manufacturing  line with respect to the Biotrack 516; (iii) $500,000 as soon
  as practicable but no later than October 1, 1997, at which time Boehringer shall
  deliver to the Registrant the remaining portion of the  manufacturing  line with
  respect to the Biotrack 516; (iv) $175,000 no later than November 30, 1997;  and
  (v) $175,000 no later than  December  30,  1997.  In the event that the value of
  certain of the Assets is ultimately  determined to be less than $1,150,000 based
  on Boehringer's  direct standard costs, the purchase price shall be decreased by
  the  amount  which  the  value  of the  Assets  is  less  than  $1,150,000.  The
  Registrant's  ability to complete  the  purchase of the Assets is subject to the
  Registrant obtaining the necessary financing,  which the Registrant is presently
  attempting to secure.  Boehringer will retain a purchase money security interest
  in the Assets pending payment of the Purchase Price.
  
                                          1
  Under the Asset Purchase  Agreement,  the Registrant has agreed to grant to
  Boehringer  a  non-exclusive,   world-wide  royalty  free  license  to  use  the
  technology  underlying the patents that it will acquire from Boehringer pursuant
  to the Asset Purchase Agreement;  provided, however, that Boehringer will not be
  entitled to manufacture,  use or sell any product that uses technology  which is
  substantially similar to that used in connection with the Biotrack 516.
  
       Pursuant  to the  Distribution  Agreement,  a copy of which is  attached as
  Exhibit B, Boehringer Gmbh will be the exclusive distributor of the Biotrack 516
  product line in Germany. Under the Distribution Agreement,  Boehringer Gmbh will
  be obligated to make minimum  purchases of $1,200,000 per year,  resulting in an
  aggregate  minimum  purchase  obligation  of  $6,000,000  over  the  term of the
  Distribution Agreement.  The minimum purchase amount is subject to adjustment in
  the event that the public health insurance reimbursement in Germany with respect
  to the Biotrack 516 is significantly reduced or withdrawn.
  
       In addition,  the Registrant and Boehringer  also entered into a Transition
  Plan (the  "Transition  Plan") to  facilitate  the transfer of the Assets to the
  Registrant, a copy of which is attached hereto as Exhibit C.
  
       The disclosure  contained  herein is qualified in its entirety by reference
  to each of the Asset  Purchase  Agreement,  the  Distribution  Agreement and the
  Transition Plan.
  
  Item 7. Financial Statements and Exhibits.
          ----------------------------------
  
       (a) Financial Statements.
  
       As of the  date of  filing  of this  Current  Report  on  Form  8-K,  it is
  impracticable for the Registrant to provide the financial statements required by
  this Item 7(a).  In  accordance  with Item 7(a)(4) of Form 8-K,  such  financial
  statements  will be filed by  amendment  to this Form 8-K no later  than 60 days
  after the date hereof.
  
                                          2
  (b) Pro Forma Financial Information.
  
       As of the date of this Current Report on Form 8-K, it is impracticable  for
  the Registrant to provide the pro forma financial  information  required by this
  Item 7(b). In accordance with Item 7(b) of Form 8-K, such financial  information
  will be filed by amendment to this Form 8-K no later than 60 days after the date
  hereof.
  (c) Exhibits                                           Exhibit
                                                         -------
  Asset Purchase Agreement                               Exhibit A
  
  Distribution Agreement                                 Exhibit B
  
  Transition Plan                                        Exhibit C
  
  Press Release dated June 24, 1997                      Exhibit D
  3
  SIGNATURES
                                     ----------
  
       Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
  Registrant has duly authorized and caused the undersigned to sign this Report on
  the Registrant's behalf.
  
  MEDICAL DEVICE TECHNOLOGIES, INC.
  
  By: /s/ M. Lee Hulsebus
  -----------------------
  M. Lee Hulsebus, Chief Executive Officer
  
  Dated:   July 8, 1997
  
                                          4
  EXHIBIT A
                                     ---------
  
                              ASSETS PURCHASE AGREEMENT
  
   
       ASSETS  PURCHASE  AGREEMENT,  dated  as of  June  2,  1997,  by  and  among
       BOEHRINGER MANNHEIM  CORPORATION,  an Indiana corporation  ("Seller"),  and
       Medical Device Technologies,  INC., a Utah corporation ("Purchaser"),  with
       reference to the following RECITALS:
  
  A.   Seller is engaged,  in part, in the business of designing and manufacturing
       the product line known as the "516".
  
  B.   Purchaser is engaged in,  manufacturing  and marketing  medical devices and
       related products,  and desires to purchase certain assets of Seller. All of
       such  business  assets of  Seller  desired  to be  purchased  by  Purchaser
       thereunder are referred to herein as the "Assets."
  
  C.   Subject only to the limitations and exclusions  contained in this Agreement
       and on the terms and conditions  hereinafter  set forth,  Seller desires to
       sell and Purchaser  desires to purchase from Seller those Assets designated
       herein.
  
  D.   Seller and Purchaser incorporate by reference the so called Transition Plan
       for Biotrack 516 dated June 2, 1997.
  
       NOW,  THEREFORE,  in  consideration  of the recitals and of the  respective
       covenants, representations and agreement herein contained, and intending to
       be legally bound hereby, the parties agree as follows:
  
  ARTICLE I - PURCHASE AND SALE
  -----------------------------
  
       1.1  Agreement to Sell. At the Closing hereunder (as defined in Section 2.1
            hereof) Seller shall grant, sell, convey, assign, transfer and provide
            access to Purchaser,  upon and subject to the terms and  conditions of
            this Agreement,  all right, title and interest of Seller in and to all
            of the  assets,  properties  and  rights  of Seller  set forth  hereto
            (collectively  referred to herein as the "Assets"  attached as Exhibit
            A),  free  and  clear  of  all  mortgages,  liens,  pledges,  security
            interests,  charges,  claims,  restrictions  and  encumbrances  of any
            nature whatsoever.  However,  Purchaser grants Seller a non-exclusive,
            paid  up,  worldwide,  royalty  free,  non-transferable,   except  for
            affiliates,  and any  successor,  license  to the  patents  listed  on
            Exhibit A. Seller  shall have the right to use any and all  technology
            in any way that  would,  absent  this  license,  infringe  any of such
            patents; provided,  however, that this license does not entitle Seller
            to make,  have  made,  use,  sell or have sold any  product  that uses
            technology which is  substantially  similar to that used in connection
            with Biotrack 516.  Purchaser grants Seller  worldwide,  royalty free,
            non transferable license to use the trademark "Biotrack" as it relates
            solely to the Biotrack 512 coagulation productline.
  
                                         1
  1.2  Agreement  to  Purchase.  At the Closing  hereunder,  Purchaser  shall
            purchase  the Assets  from  Seller,  upon and subject to the terms and
            conditions  of this  agreement  in  exchange  for the  Purchase  Price
            (hereinafter defined in Section 1.3 hereof).
  
       1.3  The Purchase Price.
  
            1.3.1Purchase Price. The Purchase Price shall consist of the following
                 consideration:
  
                             (a)      $1,350,000 in cash.
  
            1.3.2 Payment of Purchase Price.
   
            Purchaser  shall  deliver the total sum of  $1,350,000  which is to be
            transferred  to  Seller,  prior  to the move of the  assets,  via wire
            transfer, as follows:
  
            Upon execution of the contract       $100,000 non-refundable deposit
  
            As soon as is practicable but no     $400,000 to BMC and delivery of 
            later than July 15, 1997             monitor manufacturing line to MDT
   
            As soon as is practicable            $500,000 to BMC and delivery of 
            following safety stock build         cartridge manufacturing line 
            but no later than October 1, 1997    to MDT
  
            No later than November 30, 1997      $175,000 payment
  
            No later than December 30, 1997      $175,000 payment
  
            1.3.3. In order to secure the  Purchaser's  payment of all amounts due
                 hereunder,  Purchaser  hereby  grants to Seller a purchase  money
                 security interest in all the Assets. Purchaser agrees to promptly
                 execute any financing  statements required by Seller in order for
                 Seller to perfect its security interest  hereunder.  Upon payment
                 in  full  of all  amounts  hereunder,  Seller  will  release  its
                 security  interest.  The  Agreement  shall  constitute a security
                 agreement  under  the laws of any  state  where  the  Assets  are
                 located.
  
   
            1.4  Assumption of Liabilities.  Upon the Closing,  the Purchaser will
                 assume  all  debt,  liabilities  or other  obligations  of Seller
                 relating to the Assets and  identified  on Exhibit B hereto ( the
                 "Assumed Liabilities").
  
                                         2
  ARTICLE II - CLOSING, ITEMS TO BE DELIVERED
  -------------------------------------------
  
            2.1  Closing. The closing (the "Closing"), of the sale and purchase of
                 the Assets shall take place on or before:
  
                 No later than July 15, 1997 for the monitor  manufacturing  line,
                 monitor raw material inventory, and monitor WIP
  
                 No later  than  October 1, 1997 for the  cartridge  manufacturing
                 line, cartridge raw material inventory, and cartridge WIP
   
                 Value of Assets to be  delivered  to Purchaser in the form of raw
                 materials and WIP shall be at least  $1,150,000 based on Seller's
                 direct standard costs. In the case of any shortfall,  BM reserves
                 the  right  to  provide  MDT  with  a  credit  towards  financial
                 obligations.
  
            2.2  Items to be Delivered  at Closing.  At the Closing and subject to
                 the terms and  conditions  herein  contained;  
  
                 (a)  Seller shall provide to Purchaser the following as specified
                      in 1.3.2
   
                      (1)  Raw material inventory and WIP
  
                      (2)  Equipment  associated  with  production as specified on
                           list provided to Purchaser in March, 1997
  
                 and simultaneously with such access, all such steps will be taken
                 as may be  required to put  Purchaser  in actual  possession  and
                 operating control of the Assets.
  
                 (b)  Purchaser shall deliver to Seller the following:
  
                      (i)  the Purchase  Price in  accordance  with Section  1.3.2
                           hereof.
  
   
            2.3  Third Party  Consents.  To the extent that Seller's  rights under
                 any agreement,  contract,  commitment,  lease,  Authorization  or
                 other  Assets to be assigned to  Purchaser  hereunder  may not be
                 assigned without the consent of another person which has not been
                 obtained,  this  Agreement  shall not  constitute an agreement to
                 assign the same if an  attempted  assignment  would  constitute a
                 breach thereof or be unlawful,  and Seller, at its expense, shall
                 use its best efforts to obtain any such  required  consent(s)  as
                 promptly as possible.  If any such consent  shall not be obtained
                 or if any  attempted  assignment  would be  ineffective  or would
                 impair  Purchaser's  rights  under the Assets in question so that
                 Purchaser  would not in affect  acquire  the  benefit of all such
                 rights,  Seller,  to the maximum extent  permitted by law and the
                 Assets, shall act after the Closing as Purchaser's agent in order
                 to obtain for it the benefits thereunder and shall cooperate,  to
                 the  maximum  extent  permitted  by  law  and  the  Assets,  with
                 Purchaser in any other reasonable arrangement designed to provide
                 such benefits to Purchaser.
  
                                         3
  ARTICLE III - REPRESENTATIONS AND WARRANTIES
  
            3.1  Representations  and Warranties of the Seller.  The Seller hereby
                 represents and warrants to Purchaser that:
  
                 3.1.1Corporate Existence.  Seller is a corporation duly organized
                      and validly  existing under the laws of the  jurisdiction of
                      its  incorporation.  Seller is duly qualified to do business
                      and is in good  standing  as a foreign  corporation  in each
                      jurisdiction  where the conduct of its business  requires it
                      to be so qualified.
  
                 3.1.2Corporate  Power;  Authorization;  Enforceable  Obligations.
                      Seller has the corporate power, authority and legal right to
                      execute,  deliver and perform this Agreement. The execution,
                      delivery  and  performance  of this  Agreement by Seller has
                      been  duly   authorized  by  all  necessary   corporate  and
                      shareholder  action.  This Agreement has been, and the other
                      agreements,   documents  and  instruments   required  to  be
                      delivered by Seller in accordance with the provisions hereof
                      (the  "Seller's   Documents)  will  be,  duly  executed  and
                      delivered  on  behalf  of  Seller  by  its  duly  authorized
                      officers, and this Agreement  constitutes,  and the Seller's
                      Documents when executed and delivered will  constitute,  the
                      legal, valid and binding obligations of Seller,  enforceable
                      against Seller in accordance with their respective terms.
  
                 3.1.3No Interest in Other Entities.  No shares of any corporation
                      or any  ownership or other  investment  interest,  either of
                      record,  beneficially  or  equitably,  in  any  association,
                      partnership,   joint  venture  or  other  legal  entity  are
                      included in the Assets.
  
                 3.1.4Validity of Contemplated Transactions,  etc.. The execution,
                      delivery and  performance  of this  Agreement by Seller does
                      not and will not  violate,  conflict  with or  result in the
                      breach of any term,  condition or  provision  of, or require
                      the consent of any other person under, (a) any existing law,
                      ordinance,  or  governmental  rule or  regulation  to  which
                      Seller  is  subject,   (b)  any   judgment,   order,   writ,
                      injunction,  decree  or award of any  court,  arbitrator  or
                      governmental or regulatory official, body or authority which
                      is applicable to Seller, (c) the charter documents of Seller
                      or any  securities  issued by Seller,  or (d) any  mortgage,
                      indenture,  agreement,  contract,  commitment,  lease, plan,
                      Authorization    or   other    instrument,    document    or
                      understanding,  oral or written, to which Seller is a party,
                      by which  Seller  may  have  rights  or by which  any of the
                      Assets  may be bound or have  rights  or by which any of the
                      Assets  may be bound or  affected,  or give any  party  with
                      rights thereunder the right to terminate, modify, accelerate
                      or otherwise  change the existing  rights or  obligations of
                      Seller thereunder.
   
                                        4
  3.1.5No Third Party  Options.  There are no existing  agreements,
                      options,  commitments or rights with, of or to any person to
                      acquire  any  of  Seller's  assets,   properties  or  rights
                      included in the Assets or any interest therein.
  
                 3.1.6Absence of Undisclosed  Liabilities.  To Seller's knowledge,
                      Seller has no material,  defined as amounts  individually or
                      in aggregate in excess of $5,000, undisclosed liabilities or
                      obligations  with  respect to the Assets,  either  direct or
                      indirect,  matured or unmatured or absolute,  contingent  or
                      otherwise,  except as  otherwise  disclosed  to Purchaser in
                      writing.   For   purposes  of  this   Agreement,   the  term
                      "liabilities" shall include, without limitation,  any direct
                      or  indirect  indebtedness,  guaranty,  endorsement,  claim,
                      loss,  damage,  deficiency,  cost,  expense,  obligation  or
                      responsibility, fixed or unfixed, known or unknown, asserted
                      or   unasserted,   choate   or   inchoate,   liquidated   or
                      unliquidated, secured or unsecured.
  
                 3.1.7Tax and Other  Returns and  Reports.  There are no tax liens
                      on any of the Assets.
  
                 3.1.8Books of  Account.  To the best of Seller's  knowledge,  the
                      books,  records  and  accounts  of  Seller  maintained  with
                      respect to the Assets  accurately  and  fairly  reflect,  in
                      reasonable  detail,  the  transactions  and the  assets  and
                      liabilities of Seller with respect to the Assets.
  
                 3.1.9Title to Properties.  Seller has good,  valid and marketable
                      title to all of the  Assets  to be  transferred  and sold to
                      Purchaser hereunder, free and clear of all mortgages, liens,
                      pledges, security interests,  charges, claims,  restrictions
                      and other  encumbrances  and  defects of title of any nature
                      whatsoever.
   
  
            3.2  Representations and Warranties of Purchaser. Purchaser represents
                 and warrants to Seller as follows:
  
                 3.2.1Corporate   Existence.   Purchaser  is  a  corporation  duly
                      organized,  validly  existing and in good standing under the
                      laws of the State of Utah.
  
                 3.2.2Corporate  Power  and   Authorization.   Purchaser  has  the
                      corporate  power,  authority  and  legal  right to  execute,
                      deliver and perform this Agreement. The execution,  delivery
                      and  performance  of this  Agreement by Purchaser  have been
                      duly  authorized by all  necessary  corporate  action.  This
                      Agreement  has been duly executed and delivered by Purchaser
                      and constitutes the legal,  valid and binding  obligation of
                      Purchaser  enforceable  against Purchaser in accordance with
                      its terms.
  
                                         5
  3.2.3Governmental Consents. No consent, approval,  qualification,
                      order or authorization of, or filing with, any local,  state
                      or federal governmental authority is required on the part of
                      the  Purchaser  in  connection  with the  Purchaser's  valid
                      execution,  delivery,  or  performance  of  this  Agreement.
                      Medical Device Technologies,  Inc. will obtain all necessary
                      permits,  etc  required  to  manufacture  product  that meet
                      local, state, and federal requirements.
  
  ARTICLE IV - AGREEMENTS PENDING CLOSING
  ---------------------------------------
  
            4.1  Agreements of Seller  Pending the Closing.  Seller  covenants and
                 agrees that,  pending the Closing and except as otherwise  agreed
                 to in writing by Purchaser:
  
                 4.1.1Business in the Ordinary Course.  Seller's  business related
                      to the  Assets  shall be  conducted  solely in the  ordinary
                      course consistent with past practice.
  
                 4.1.2Maintenance  of Physical  Assets.  Seller shall  continue to
                      maintain  and  service  the Assets in the same manner as has
                      been its consistent past practice.
  
                 4.1.3Compliance  with Laws,  etc..  Seller  shall comply with all
                      laws, ordinances,  rules,  regulations and orders applicable
                      to  its  business,   or  Seller's   operations,   assets  or
                      properties in respect thereof,  the noncompliance with which
                      might materially affect the Assets.
  
                 4.1.4Conduct of  Business.  Seller  shall use its best efforts to
                      conduct  its  business  in such a manner that on the Closing
                      Date the  representations and warranties of Seller contained
                      in this  Agreement  shall be true,  to the best of  Seller's
                      knowledge,  except  as  specifically  contemplated  by  this
                      Article IV, as though such  representations  and  warranties
                      were made on and as of such date. Furthermore,  Seller shall
                      cooperate  with  Purchaser and use its best efforts to cause
                      all of the  conditions to the  obligations  of Purchaser and
                      Seller  under this  Agreement to be satisfied on or prior to
                      the Closing Date.
  
                 4.1.5Disclosure  of  Transactions:   Seller  shall  disclose  any
                      transactions  leading to liabilities which are to be assumed
                      by Purchaser or capital equipment acquisition or disposition
                      prior to closing.
  
                                         6
  ARTICLE V - INDEMNIFICATION
  
            5.1  General Indemnification  Obligation of Seller. From and after the
                 Closing,  Seller  will  reimburse,  indemnify  and hold  harmless
                 Purchaser  and  its  successors  and  assigns  (an   "Indemnified
                 Purchaser Party") against and in respect of:
  
                 (a)  any  and all  damages,  losses,  deficiencies,  liabilities,
                      costs and expenses  incurred or suffered by any  Indemnified
                      Purchaser Party that result from, relate to or arise out of:
  
                      (i)  the  use of  the  Assets  or  conduct  of the  business
                           related to the Assets  prior to the  Closing  including
                           any  product   liability   claim  based  on  a  product
                           manufactured  prior  to  the  Closing;   or  cartridges
                           manufactured  by  Seller  after the Close to be used as
                           safety stock during the transition of the business.
  
                      (ii) any   and   all   actions,    suits,   claims,   legal,
                           administrative,   arbitration,  governmental  or  other
                           proceedings or  investigations  against any Indemnified
                           Purchaser  Party that relate to Seller or its  business
                           in  which  the  principal  event  giving  rise  thereto
                           occurred prior to the Closing Date or which result from
                           or arise  out of any  action or  inaction  prior to the
                           Closing  Date  of  Seller  or  any  director,  officer,
                           employee,  agent,  representative  or  subcontractor of
                           Seller; or
  
                      (iii)any   misrepresentation,    breach   of   warranty   or
                           nonfulfillment of any agreement or covenant on the part
                           of   Seller   under   this   Agreement,   or  from  any
                           misrepresentation  in or omission from any certificate,
                           schedule,  statement,  document or instrument furnished
                           to Purchaser  pursuant hereto or in connection with the
                           negotiation,   execution   or   performance   of   this
                           Agreement; and
  
                 (b)  any   and   all   actions,   suits,   claims,   proceedings,
                      investigations,   demands,   assessments,   audits,   fines,
                      judgments,  costs and  other  expenses  (including,  without
                      limitation,  reasonable legal fees and expenses) incident to
                      any of the foregoing or to the  enforcement  of this Section
                      5.1.
  
            5.2  General Indemnification  Obligation of Purchaser.  From and after
                 the  Closing,  Purchaser  will  reimburse,   indemnify  and  hold
                 harmless  Seller and its  successors or assigns (an  "Indemnified
                 Seller Party") against and in respect of:
  
                 (a)  any  and all  damages,  losses,  deficiencies,  liabilities,
                      costs and expenses  incurred or suffered by any  Indemnified
                      Seller Party that result from, relate to or arise out of:
  
                                         7
  (i)  the  use of  the  Assets  or  conduct  of the  business
                           related  to the  Assets  from  and  after  the  Closing
                           including  any  product  liability  claim  based  on  a
                           product  manufactured  after  the  closing,   including
                           claims based on design defects;
  
                      (ii) the Assumed Liabilities (Exhibit B)
   
                      (iii)any   and   all   actions,    suits,   claims,   legal,
                           administrative,   arbitration,  governmental  or  other
                           proceedings or  investigations  against any Indemnified
                           Seller  Party that relate to  Purchaser or its business
                           in  which  the  principal  event  giving  rise  thereto
                           occurred after the Closing Date or which result from or
                           arise out of any action or inaction  from and after the
                           Closing  Date of Purchaser  or any  director,  officer,
                           employer,  agent,  representative  or  subcontractor of
                           Purchaser,   
  
                      (iv) any   misrepresentation,    breach   of   warranty   or
                           nonfulfillment of any agreement or covenant on the part
                           of  Purchaser  under  this   Agreement,   or  from  any
                           misrepresentation  in or omission from any certificate,
                           schedule,  statement,  document or instrument furnished
                           to Seller  pursuant  hereto or in  connection  with the
                           negotiation,   execution   or   performance   of   this
                           Agreement; and
  
                 (b)  any   and   all   actions,   suits,   claims,   proceedings,
                      investigations,   demands,   assessments,   audits,   fines,
                      judgments,  costs and  other  expenses  (including,  without
                      limitation,  reasonable legal fees and expenses) incident to
                      any of the foregoing or to the  enforcement  of this Section
                      5.2.
  
            5.3  Method of Asserting Claims,  etc.. In the event that any claim or
                 demand  for  which  Seller  would  be  liable  to an  Indemnified
                 Purchaser  Party  hereunder  is asserted  against or sought to be
                 collected from an Indemnified  Purchaser  Party by a third party,
                 the  Indemnified  Purchaser Party shall promptly notify Seller of
                 such  claim or  demand,  specifying  the  nature of such claim or
                 demand  and the  amount or the  estimated  amount  thereof to the
                 extent then feasible  (which  estimate shall not be conclusive of
                 the final amount of such claim and demand) (the "Claim  Notice").
                 Seller  shall have ten (10) days from the  personal  delivery  or
                 mailing of the Claim Notice (the  "Notice  Period") to notify the
                 Indemnified  Purchaser  Party, (A) whether or not it disputes its
                 liability  to the  Indemnified  Purchaser  Party  hereunder  with
                 respect to such claim or demand and (B)  notwithstanding any such
                 dispute, whether or not it desires, at its sole cost and expense,
                 to defend the  Indemnified  Purchaser  Party against any claim or
                 demand.
  
                 (a)  If Seller  disputes its liability with respect to such claim
                      or demand  or the  amount  thereof  (whether  or not  Seller
                      desires to defend the  Indemnified  Purchaser  Party against
                      any such claim or demand as provided in  paragraphs  (b) and
                      (c) below),  the parties may take such reasonable actions to
                      preserve  their  rights  as  are   necessary.   Pending  the
                      resolutions  of any dispute by Seller of its liability  with
                      respect to any claim or demand,  such claim or demand  shall
                      not be  settled  without  the prior  written  consent of the
                      Indemnified Purchaser Party.
  
                                         8
  (b)  In the event that Seller notifies the Indemnified  Purchaser
                      Parties  within the Notice Period that they desire to defend
                      the Indemnified Purchaser Party against such claim or demand
                      then, except as hereinafter provided,  Seller shall have the
                      right  to  defend  the   Indemnified   Purchaser   Party  by
                      appropriate proceedings, which proceedings shall be promptly
                      settled or prosecuted by them to a final  conclusion in such
                      a manner as to avoid any risk of Indemnified Purchaser Party
                      becoming   subject  to  liability   for  any  other  matter;
                      provided,  however,  Seller  shall  not,  without  the prior
                      written consent of the Indemnified  Purchaser Party, consent
                      to  the  entry  of  any  judgment  against  the  Indemnified
                      Purchaser  Party or enter into any  settlement or compromise
                      which does not include,  as an  unconditional  term thereof,
                      the giving by the claimant or  plaintiff to the  Indemnified
                      Purchaser  Party  of  a  release,   in  form  and  substance
                      satisfactory to the Indemnified Purchaser Party, as the case
                      may be,  from all  liability  in  respect  of such  claim of
                      litigation.  If any  Indemnified  Purchaser Party desires to
                      participate  in,  but  not  control,  any  such  defense  or
                      settlement, it may do so at its sole cost and expense.
  
                 (c)  All  claims for  indemnification  by an  Indemnified  Seller
                      Party under this  Agreement  shall be asserted  and resolved
                      under the  procedures  set forth above  substituting  in the
                      appropriate   place    "Indemnified    Seller   Party"   for
                      "Indemnified  Purchaser  Party" and  variations  thereof and
                      "Purchaser" for "Seller."
   
            5.4  Other  Rights and  Remedies  Not  Affected.  The  indemnification
                 rights of the parties under this Article V are independent of and
                 in addition  to such rights and  remedies as the parties may have
                 at law or in  equity  or  otherwise  for  any  misrepresentation,
                 breach of  warranty  or  failure  to  fulfill  any  agreement  or
                 covenant  hereunder  on the part of any party  hereto,  including
                 without  limitation  the  right  to  seek  specific  performance,
                 rescission or restitution, none of which rights or remedies shall
                 be affected or diminished hereby.
  
  ARTICLE VI - MISCELLANEOUS
  --------------------------
   
            6.1  Sales,  Transfer and Documentary Taxes, etc.. Purchaser shall pay
                 all Indiana State and local sales, documentary and other transfer
                 taxes,  if any,  due as a result of the sale or  transfer  of the
                 Assets in accordance herewith.
  
                                         9
  6.2  Expenses.  Except as otherwise  provided in this Agreement,  each
                 party  hereto  shall  pay  its  own  expenses  incidental  to the
                 preparation of this Agreement, the carrying out of the provisions
                 of  this  Agreement  and  the  consummation  of the  transactions
                 contemplated hereby.
  
            6.3  Contents of Agreement;  Parties in Interest; etc.. This Agreement
                 sets forth the entire  understanding  of the parties  hereto with
                 respect to the transactions  contemplated hereby. It shall not be
                 amended or modified except by written instrument duly executed by
                 each of the parties hereto.  Any and all previous  agreements and
                 understandings between or among the parties regarding the subject
                 matter  hereof,  whether  written or oral, are superseded by this
                 Agreement.
  
            6.4  Assignment and Binding Effect. This Agreement may not be assigned
                 prior to the  Closing  by any  party  hereto  without  the  prior
                 written  consent of the other parties.  Subject to the foregoing,
                 all of the  terms  and  provisions  of this  Agreement  shall  be
                 binding  upon and inure to the benefit of and be  enforceable  by
                 the successors and assigns of Seller and Purchaser.
  
            6.5  Waiver.  Any term or provision of this Agreement or any breach of
                 this Agreement may be waived at any time by the Party entitled to
                 the benefit thereof by a written instrument duly executed by such
                 Party.  Such waiver shall not  constitute a continuing  waiver of
                 that term, provision or breach or of any other term, provision or
                 breach of the Agreement.
  
            6.6  Notices. Any notice, request, demand, waiver, consent,  approval,
                 or other  communication  which is required or permitted hereunder
                 shall be in writing and shall be deemed  given only if  delivered
                 personally  or sent by telegram  or by  registered  or  certified
                 mail, postage prepaid, as follows:
  
           If to Purchaser, to:
  
                             MEDICAL DEVICE TECHNOLOGIES, INC.
                             9171 Towne Center Drive, Suite 355
                             San Diego, CA  92122
                             Attention: M. Lee Hulsebus
                                        Chief Executive Officer and Chairman
  
           If to Seller, to:
                             BOEHRINGER MANNHEIM CORPORATION     
                             9115 Hague Road
                             Indianapolis, Indiana  46250
                             Attention:  Robert Bachkosky
                                         Regional Business Director
                                         Latin America, Canada
  
                                         10
  with an additional copy sent to:
  
                             BOEHRINGER MANNHEIM CORPORATION
                             Law Department
                             9115 Hague Road
                             P. O. Box 50100
                             Indianapolis, Indiana  46250
  
                 or to such other address as the addressee may have specified in a
                 notice duly given to the sender as provided herein.  Such notice,
                 request, demand, waiver, consent, approval or other communication
                 will be deemed to have  been  given as of the date so  delivered,
                 telegraphed or mailed.
  
            6.7  Indiana Law to Govern.  This  Agreement  shall be governed by and
                 interpreted  and enforced in accordance with the internal laws of
                 the  State  of  Indiana,  without  regard  to  conflicts  of laws
                 principles.  Venue for any dispute  arising out of this Agreement
                 shall be Marion County, Indiana, and both parties consent to such
                 venue.
  
            6.8  No Benefit to Others. The representations,  warranties, covenants
                 and  agreements  contained  in this  Agreement  are for the  sole
                 benefit  of the  parties  hereto  and,  in the case of Article VI
                 hereof,   the  other  Indemnified   Parties,   and  their  heirs,
                 executors, administrators, legal representatives,  successors and
                 assigns, and they shall not be construed as conferring any rights
                 on any other persons.
  
            6.9  Schedules  and Exhibits.  All Exhibits and Schedules  referred to
                 herein are intended to be and hereby are specifically made a part
                 of this Agreement.
  
            6.10 Severability. Any provision of this Agreement which is invalid or
                 unenforceable  in any  jurisdiction  shall be  ineffective to the
                 extent   of   such   invalidity   or   unenforceability   without
                 invalidating or rendering  unenforceable the remaining provisions
                 hereof,  and  any  such  invalidity  or  unenforceability  in any
                 jurisdiction  shall not invalidate or render  unenforceable  such
                 provision in any other jurisdiction.
  
            6.11 Counterparts.  This  Agreement  may be  executed in any number of
                 counterparts   and  any  party   hereto  may   execute  any  such
                 counterpart,  each of which when executed and delivered  shall be
                 deemed  to be an  original  and all of which  counterparts  taken
                 together shall constitute but one and the same  instrument.  This
                 Agreement  shall  become  binding  when one or more  counterparts
                 taken  together  shall have been  executed  and  delivered by the
                 parties.  It  shall  not be  necessary  in  making  proof of this
                 Agreement or any counterpart hereof to produce or account for any
                 of the other counterparts.
  
                                         11
  IN WITNESS WHEREOF,  the parties hereto have duly executed this Agreement on the
  date first written.
  
  PURCHASER
  
  By: /s/M. Lee Hulsebus        Date: 6/19/97
  
  Name: M. Lee Hulsebus
  
  Title: CEO/Chairman
  
  SELLER
  
  BOEHRINGER MANNHEIM CORPORATION
  
  By: /s/Dennert O. Ware        Date: 6/20/97
  
  Name: Dennert O. Ware
  
  Title:President & CEO
  
                                         12
  Exhibit A - Assets
  
  1.  Patents                Number
   
           A.                4946795
  
           B.                4868129
  
           C.                5077017
  
           D.                5104813
  
           E.                5028142
  
           F.                5230866
  
           G.                Des.347067
  
  Foreign Counterparts
  
  System for mixing solids into small volumes of liq. - has mixing  cartridge with
  chamber contg. a reciprocating magnetic mixing element
  
  Patent Assignee:    (BIOT-) BIOTRACK INC
  Author (Inventor):   COBB M; GIBBONS I; HILLMAN R; OSTOICH V
  Patent Family:       CC Number       Kind     Date             Week
                       US 5028142       A      910702            9304   (Basic)
  
  Priority Data (CC No Date): US 334304 (890406)
  
  --------------------------------------------------------------------------------
  
  Easily automated  capillary stop flow junction - between a capillary passage and
  a chamber  and  providing  a more  stable  stop flow state for e.g.  small blood
  samples
  
  Patent Assignee:   (BIOT-) BIOTRACK INC
  Author (Inventor):  BESEMER D; GORIN M; SHARTLE R
  Patent Family:      CC Number             Kind         Date       Week
                      EP 501796             A2           920902     9236   (Basic)
                      CA 2061984            A            920902     9247
                      AU 9211323            A            930128     9311
                      US 5230866            A            930727     9331
                      EP 501796             A3           931006     9510
  
  Priority Data (CC No Date): US 663217 (910301)
  Applications  (CC,No,Date):  EP  92301650  (920227);  EP 92301650  (920227);  CA
  2061984 (920227); AU 9211323 (920228)
  
                                         13
  Dilution  and  mixing  cartridge  esp.  for small liq.  vol. - allows  single or
  multiple  dilutions  of sample  with  diluent in  disposable  cartridge  e.g. to
  measure optical density
  
  Patent Assignee:    (BIOT-) BIOTRACK INC; (BOEF ) BOEHRINGER MANNHEIM CORP
  Author (Inventor):   BESEMER D; GORIN M; GIBBONS I
  Patent Family:       CC Number             Kind        Date       Week
                       EP 392851             A           901017     9042   (Basic)
                       AU 9048723            A           901018     9049
                       JP 2293640            A           901204     9103
                       US 5104813            A           920414     9218
                       CA 1323999            C           931109     9351
                       EP 392851             B1          941102     9442
                       DE 69013741           E           941208     9503
                       ES 2069683            T3          950516     9526
  
  Priority Data (CC No Date): US 337286 (890413)
  Applications  (CC,No,Date):  EP  90303985  (900412);  EP 90303985  (900412);  JP
  9095238 (900412);  CA 613158 (890926); EP 90303985 (900412); DE 613741 (900412);
  EP 90303985 (900412)
  
  --------------------------------------------------------------------------------
  
  Dilation  and mixing of liq.  samples - using a fixed volume  measuring  chamber
  filled from a sample application site and emptied by flow of diluent
  
  Patent Assignee:    (BIOT-) BIOTRACK INC
  Author (Inventor):   GIBBONS I; HILLMAN R S; ROBERTSON C R; GORIN M M; COBB M E
  Patent Family:       CC Number            Kind        Date       Week
                       EP 305210            A           890301     8909   (Basic)
                       AU 8821639           A           890302     8918
                       JP 1257268           A           891013     8947
                       US 4868129           A           890919     8947
                       US 4946795           A           900807     9034
                       US 5077017           A           911231     9204
                       EP 305210            B1          931208     9349
                       DE 3886140           G           940120     9404
                       ES 2049254           T3          940416     9419
                       CA 1333850           C           950110     9511
                       JP 95056492          B2          950614     9528
  
  Priority Data (CC No Date): US 117791  (871105);  US 90026  (870827);  US 395808
  (890818)
  Applications  (CC,No,Date):  JP  88213515  (880827);  EP 88307946  (880826);  JP
  88213515  (880827);  EP  88307946  (880826);  DE 3886140  (880826);  EP 88307946
  (880826); EP 88307946 (880826); CA 575875 (880826)
  
                                         14
  Design Patent:
  
  ANALYTICAL CARTRIDGE FOR TESTING BIOLOGICAL FLUIDS
  
  PATENT NO.:   D347 ,067
  ISSUED:       May 17, 1994 (19940517)
  INVENTOR(s):  Shartle, Robert, Livermore, CA (California), US (United States of 
                America) Aldrich, William, Redwood City, CA (California), 
                US (United  States of America)
  ASSIGNEE(s):  Biotrack, Inc
                [Assignee Code(s): 17922]
  EXTRA INFO:   Assignment transaction [Reassigned], recorded September 29, 1994 
                (19940929) Assignment transaction [Reassigned], recorded 
                October 13,  1994 (19941013)
  APPL. NO.:    7-670,151
  FILED:        March 15, 1991 (19910315)
  FULL TEXT:    14 lines
  
  2.  The trademark "Biotrack" - registration  #1638268, March 19, 1991
  
  3.  516 Customer List - as provided to MDT, March 1997
  
  4.  Inventory - as noted in  section 2.1
  
  5.  Equipment - list of equipment provided to MDT,  March 1997
  
                                         15
  Exhibit B - Assumed Liabilities
  
  1. All Warranty obligations.
  
  2. Long lead purchase  commitments  to the extent there have been no receipts of
  the committed matter prior to closing.
   
       a.   A list of known long lead purchase commitments will be provided to the
            Purchaser prior to the Closing.
  
    
                                         16
  EXHIBIT B
                                     ---------
  
                                    BIOTRACK 516
                          EXCLUSIVE DISTRIBUTION AGREEMENT
  
  This agreement is made this 2nd day of June 1997, by and between  Medical Device
  Technologies  (hereinafter  referred to as MDT), Inc., a Utah Corporation having
  its  principal  place of business at 9171 Towne Centre Drive,  #355,  San Diego,
  California 92122 and Boehringer Mannheim GmbH, a German corporation (hereinafter
  referred to as BMG).
  
  PREAMBLE
  
  WHEREAS, MDT, is engaged in the manufacture and sale of diagnostic  instruments,
  and related products and
  
  WHEREAS, BMG is experienced with promotion,  distribution and sale of diagnostic
  instruments and related products, and
  
  WHEREAS,  MDT has acquired from Boehringer Mannheim  Corporation,  Indianapolis,
  certain assets related to a Therapeutic  Drug Monitoring  Productline  under the
  Designation Biotrack 516; and
  
  WHEREAS BMG is  interested to serve as an Exclusive  Distributor  to promote and
  distribute such Productline in the territory described below.
  
  NOW THEREFORE,  in consideration  of the mutual  covenants  contained herein the
  parties agree hereto as follows:
  
  1. Definitions:
  
       1.1  Contract Products:  All products associated with the existing Biotrack
            516 product line  including:  the 516 meter,  theophylline  cartridge,
            phenytoin  cartridge,  carbamezapine  cartridges,  electronic  control
            cartridges,  and wet controls. A detailed list of Contract Products is
            attached hereto as a detailed Exhibit A.
  
                                         1
  1.2. Territory: The Territory will be Germany.
  
  2.   Appointment 
  
       MDT hereby  appoints BMG and BMG hereby accepts this  appointment to act as
       exclusive distributor for the Contract Products in the Territory.
  
  3.   Distributor  Obligations  
  
       3.1  During the term of this  Agreement,  BMG will promote the sale and use
            of the Contract Products in the Territory, devoting BMG's knowledge to
            such  promotion.   More   particularly,   without  limitation  of  the
            generality  of the  undertaking  to  promote  the  sale and use of the
            Contract  Products,  BMG will at its own expense maintain and employ a
            knowledgeable  sales force which is in the  reasonable  opinion of BMG
            adequate for the promotion of the Contract Products in the Territory.
  
       3.2  Minimum Purchase Order
  
            3.2.1During  the  term  of the  agreement,  BMG is  committed  to make
                 minimum purchase of Contract Products from MDT in accordance with
                 the following schedule:
  
             Year following signature         Minimum Purchase in amount of
             ------------------------         -----------------------------
  
             Year 1                                    US $1,200,000
             Year 2                                    US $1,200,000
             Year 3                                    US $1,200,000
             Year 4                                    US $1,200,000
             Year 5                                    US $1,200,000
             Total                                     US $6,000,000
  
                                         2
  3.2.2No sooner  than  October 1, 1999,  BMG may  require  MDT to enter
                 into re-negotiations of the minimum purchase  requirements and or
                 purchase  prices,  section 3.2.1 herein if there is a significant
                 change in market  conditions due to a reduction in, or withdrawal
                 of reimbursement  by the Public Health  Insurance in Germany.  In
                 this case,  both parties  agree to meet to  determine  new prices
                 and, or minimum purchase requirements. A significant reduction is
                 defined as }15%  (greater than fifteen  percent)  compared to the
                 status  of  reimbursement  in  October,  1997 for the  parameters
                 theophylline, carbamazepine, or phenytoin.
  
            3.2.3Compensation for Non-Fulfillment of Minimum Purchase:  At the end
                 of each contract  year, the parties will review the purchase made
                 by BMG. If the total purchases of Contract Products are less than
                 the purchase  commitment  defined in para 3.2.1. BMG will pay MDT
                 an amount  equal to the  difference  of total  Contract  Products
                 purchased and the  aforesaid  purchase  commitment.  This payment
                 will be due to MDT within 30 days of  completion  of the contract
                 year and is  considered  as full and final payment and remedy for
                 non-fulfillment  of BMG's minimum  purchase  obligation  for that
                 contract year.
  
  4 Contract Price:
  
       4.1  The  Contract  Prices  from MDT to BMG will be in effect and are valid
            through December 31, 1997.
  
       4.2  Changes in Contract  Price:  MDT will provide BMG with a minimum of 90
            days notice regarding an intended change of the contract prices of any
            Contract  Product:  BMG will accept any such price  change in case MDT
            can   demonstrate   to  the   reasonable   satisfaction   of  BMG  the
            justification of such price increase provided that such price increase
            shall not exceed the  increase  in the  Consumer  Price  Index for the
            corresponding  time period. The term "Consumer Price Index" shall mean
            the all items index  published in the Consumer Price Index - U.S. City
            Averages for Urban Wage Earners and Clerical  Workers,  All Items,  of
            the United States  Department of Labor.  In case of an increase in raw
            materials or  component  parts above the CPI,  both  parties  agree to
            discuss a price  modification  increase  reflecting  the  demonstrated
            manufacturing cost increases.
  
                                         3
  In any case a change of Contract  Price is only possible once within a
            12 month period.
  
  5.   Price to German  Customers:  BMG will have the right to set German end user
       prices through the term of the agreement.
  
  6.   Purchase Orders:  BMG will place orders for Contract  Products  directly to
       MDT.
  
  7.   Purchase Forecast In order to facilitate MDT's production planning BMG will
       provide MDT each calendar quarter with a rolling purchase  forecast for the
       following 12 months.
  
  8.   Purchase Lead Times and Minimum Order Sizes: BMG will place purchase orders
       considering the following  order lead times.  The minimum order sizes for a
       particular product will be as indicated.
  
       Product Order            Delivery within  Minimum Order Size
       516 meters               3 Months                  25 each
       Electronic QC            3 Months                  5 each
       Theophylline             3 Months                  200 Boxes
       Phenytoin                3 Months                  50 Boxes
       Carbamezapine            3 Months                  50 Boxes
  
       Minimum order size for Phenytoin  and  Carbamezapine  is to increase to 100
       when MDT is able to demonstrate an expiry date following delivery of 1 year
       or more.
  
                                         4
  9.   Customer  Services:  BMG will provide  customer  service for the Territory.
       Such services shall include technical services, instrument traceability and
       quality  related  user  complaints.  MDT  will  provide  technical  service
       assistance at a per diem rate to be negotiated.
  
  10.  Invoice  Payment:  BMG will pay the  purchase  price  net  within 30 = days
       following receipt of invoices.
  
  11.  Obligations of MDT
  
       11.1 MDT will not sell,  distribute  or  license  another  party to sell or
            distribute the Contract  Products in the Territory  during the term of
            this agreement.
  
       11.2 MDT will promptly execute purchase orders received from BMG within the
            agreed lead times. MDT will keep BMG informed of the expected shipping
            date for Contract  Products.  Failure for MDT to supply product within
            the  specified  lead times will,  besides other rights or remedies BMG
            may  have  in this  case,  lead to a  corresponding  reduction  of the
            minimum purchase volume as in para 3.2.1 above.
   
       11.3 As some raw  material  components  of the  Biotrack  516  monitors and
            cartridges have long lead time from  suppliers,  in excess of 90 days,
            in the event BMG issues a purchase  order in excess of 20% of what has
            been provided by BMG forecast, MDT may ship a partial order within the
            required  lead time but  experience  delay in  completing  the  order,
            pending receipt of components.  In this instance,  paragraph 11.2 does
            not apply.
  
       11.4 Compliance with Standards:  MDT will manufacture all Contract Products
            in compliance with all applicable United States GMP practices,  German
            regulations, and European ISO requirements.
   
                                        5
  11.5 Warranty:  MDT will  provide  BMG  with a  warranty  for the  Contract
            Products for a period of 18 months from the date of delivery  with the
            proviso that this  warranty is limited to MDT's  obligation to replace
            any defective Contract Products free of charge.
  
  12.  Right of First Refusal As the exclusive  distribution  partner for Germany,
       BMG has first right of refusal  for any  additional  products  added to the
       Product Line of Contract Products.
  
  13.  MDT will provide and update, as needed,  the name, phone, and fax number of
       appropriate contact individuals at MDT.
  
  14.  Term and Termination
  
       14.1 This  Agreement  is  effective  as of the date set forth  above and is
            effective for 5 years ending October 1, 2002..
  
            It may be  terminated  by either  party giving 6 month prior notice to
            this date or the end of any year thereafter.
  
       14.2 Either party may terminate this Agreement forthwith by written notice,
            if the other party 
  
            a.   files a declaration of bankruptcy, enters into any arrangement or
                 composition with their creditors,  goes into liquidation  whether
                 voluntarily or compulsory, or has their business closed down;
  
            b.   fails or  becomes  unable  to  substantially  perform  any of its
                 obligations or  undertakings  to be performed and such default or
                 inability does not have a mutually  accepted  resolution for cure
                 within 30 days after notice from the non-defaulting party.
  
                                         6
  15.  Indemnification
  
       MDT agrees to defend and hold  harmless  BMG and its  officers,  directors,
       agents,  employees,  shareholders,  legal  representatives,  successors and
       assigns,  from and  against any and all claims,  actions,  suits,  damages,
       costs,  liabilities,   judgments,  losses,  charges,  costs  and  expenses,
       including  attorneys' fees (whether  incurred in any action between MDT and
       BMG or between BMG and any third party) (any such claims,  actions,  suits,
       damages, costs, liabilities, judgments, losses, charges, costs and expenses
       being  hereinafter  referred to as "Losses") arising from (i) any breach by
       MDT of the  terms of this  Agreement,  (ii)  any  defects  in the  Contract
       Products or (iii) any  negligence  or willful  misconduct of MDT, of any of
       its employees,  agents, or subcontractors,  including,  without limitation,
       any  claims  based on product  liability,  strict  liability  or express or
       implied warranty, provided, that MDT shall not be required to indemnify BMG
       with  respect  to any  matter  which  is the  result  of  BMG'S  own  gross
       negligence or willful  misconduct.  It is hereby  expressly agreed that the
       foregoing undertakings are given for the benefit of BMG only and may not be
       passed on, and that they are  exclusive  and are in lieu of any  warrant of
       merchantability,  fitness for particular purpose or warranties of any other
       kind express or implied. This provision of this Article shall apply mutatis
       mutandis to BMG with respect to MDT and its  officers,  directors,  agents,
       employees,  shareholders,  legal  representatives,  successors and assigns;
       provided,  however,  that BMG shall not be liable  for any  indemnification
       hereunder  with  respect  to any  Losses  arising  from any  defects in the
       Contract Products.
  
  16.  Miscellaneous
  
       16.1 Notices All notices,  requests or other communications hereunder shall
            be given or made in  writing  and  shall be (i)  delivered  personally
            (including  commercial courier),  (ii) sent by registered or certified
            airmail,  postage prepaid,  or (iii) sent by telecopier,  addresses to
            the party to whom they are directed at the following addresses,  or at
            such other address as may be designated by notice from such party.
  
                                         7
  Boehringer Mannheim GmbH
                    Sandhofer Strasse 116
                    D- 68298 Mannheim
                    Federal Republic of Germany
                    Telefax No.: ++ 49 621 759 4461 (Legal Department)
  
                    Medical Device Technologies, Inc.
                    9171 Towne Center Drive, # 355
                    San Diego, California 92122
                    Telefax No.: ++ 001 619 455 7295
  
  16.2 Amendments
  
       This  Agreement may not be amended,  modified or  supplemented  at any time
       except by a written agreement signed by the parties hereto.
  
  16.3 Severability  
  
       In the  event  any of the  provisions  of  this  Agreement  are  held to be
       unenforceable or invalid by any court of competent jurisdiction, unless the
       unenforceability or invalidity thereof causes a substantial  departure from
       the  underlying  intent and sense of the remainder of this  Agreement,  the
       validity  and  enforceability  of the  remaining  provisions  shall  not be
       affected   thereby,   except  those  remaining   provisions  of  which  the
       unenforceable or invalidated  provisions  comprise an integral part or from
       which they are otherwise clearly inseparable. In the event any provision is
       held unenforceable or invalid,  the parties shall use their best efforts to
       agree upon an enforceable  and valid  provision which shall be a reasonable
       substitute  for such  unenforceable  or invalid  provision  in light of the
       purpose of this Agreement  and, upon so agreeing,  shall  incorporate  such
       substitute provision in this Agreement.
  
                                         8
  16.4 Force Majeure
  
       Neither party shall incur  liability under the terms of this Agreement from
       actions caused by circumstances  beyond the reasonable control of the party
       concerned. Such circumstances shall include, but not be limited to, Acts of
       God  or  the  public  enemy,  fire,  flood,  earthquake,   windstorm,  war,
       government regulations,  restrictions,  directions or requests;  accidents,
       labor  disputes,  shortage of or inability to obtain  material,  equipment,
       transportation, license, or permissions.
  
  16.5 Assignment
  
       Neither  party to this  Agreement  may assign its rights  and/or  duties in
       whole or part  without  the  express  written  consent  of the  other;  any
       purported assignment without such consent shall be void.
  
  16.6 Applicable Law
  
       This  Agreement  shall be governed by and construed in accordance  with the
       internal laws of California, without regard to conflicts of laws.
  
  16.7 Entire Agreement
  
       This Agreement is the entire  agreement for this subject matter between the
       parties and supersedes all prior discussions,  agreements or understandings
       between the parties, whether written or oral.
  
       MDT will  deliver  product to BMG FOB San  Diego.  This  includes  freight,
       insurance, and customs fees to be paid by BMG.
  
                                         9
  IN WITNESS WHEREOF,  the parties have executed this Agreement to be effective as
  of the date first written above.
  
  BOEHRINGER MANNHEIM  GMBH
  
  Its:  S.V.P. Sales Thrapeutics     Its:  SVP Legal
  Date: 6/23/97                      Date: June 23, 1997
  
  Sandhoferstrabe 116
  D-68298 Mannheim
  
  MEDICAL DEVICE TECHNOLOGIES, INC:
  
  By:    /s/M. Lee Hulsebus
  Its:   CEO/Chairman
  Date:  6/19/97
  
                                         10
  EXHIBIT C
                                     ---------
  
       TRANSITION  PLAN for  Biotrack  516 from  Boehringer  Mannheim  Corporation
  Seller, Fremont,  California to Medical Device Technologies Purchaser, Inc., San
  Diego, California 
  
                                   June 2 , 1997
  
       Close Date (s) - as specified in Asset Purchase Agreement, section 2.1
  
  1. Monitor Line:
  
       1.1  As soon as is practicable  following the closing date specified in the
            Asset  Purchase  Agreement,  Paragraph  2.1,  Seller shall  deliver to
            Medical Device  Technologies,  Inc.  (Purchaser),  at such location as
            Purchaser  shall  specify in writing,  monitor  manufacturing  assets,
            (equipment  list  provided to Purchaser in March,  1997),  monitor raw
            materials,  and monitor WIP. Such deliveries shall be F.O.B.  Seller's
            locations.
  
       1.2  Any open orders for Biotrack 516 monitors  existing on or  immediately
            after  the  closing  dates  specified  in Assets  Purchase  Agreement,
            section 2.1, will be transferred to Purchaser.
  
       1.3  Seller  will  continue  to receive and repair  Biotrack  516  monitors
            during  the  month of June.  All open  "monitor  repair  work  orders"
            received by Seller will be completed  and returned to customers  prior
            to the  relocation  of the  monitor  line.  Effective  July 15,  1997,
            Purchaser will receive and repair monitors.
  
       1.4  Monitor  DHR (device  history  record) to be shipped in hard copy with
            the monitor line.
  
       1.5  Standard  Stock  solutions  of each drug (or raw  material  to prepare
            them) used in the  calibration  of  monitors  will be  transferred  to
            Purchaser with the monitor line.
  
   
  2. Cartridge Line:
  
       2.1  As soon as is practicable  following the closing date specified in the
            Asset  Purchase  Agreement,  section  2.1,  Seller  shall  deliver  to
            Purchaser,  at such  location as Purchaser  shall  specify in writing,
            cartridge  manufacturing  assets (equipment list provided to Purchaser
            in March,  1997),  cartridge raw  materials,  and cartridge  WIP. Such
            deliveries shall be F.O.B. Seller's locations.
  
       2.2  Any open orders for Biotrack 516 cartridges existing on or immediately
            after  the  closing  dates  specified  in Assets  Purchase  Agreement,
            section 2.1, will be transferred to Purchaser.
  2.3  Based on a Purchase  Order from  Purchaser,  on or before the  closing
            dates specified in the Asset Purchase  Agreement,  section 2.1, Seller
            will  manufacture  safety stock of cartridges.  The quantity  produced
            will be agreed  upon by Seller and  Purchaser  but will not exceed the
            forecasted  quantity  needed for 3 months.  Terms for the safety stock
            order will be 5% discount for cash on receipt, net 30 days.
  
       2.4  During the  period of time that the  cartridge  safety  stock is being
            built, Seller will continue to receive,  process,  and ship orders for
            Biotrack  516  cartridges,  collect  the  receivables,  and  owns  the
            revenue.
  
       2.5  Seller  will  provide   Purchaser   with  the  name  of  the  contract
            manufacturer  for the whole blood  controls.  Purchaser  should  place
            orders  directly with the contract  manufacturer  to ensure product is
            available no later than September 1, 1997.
  
       2.6  The contract manufacturing rate for the safety stock build from Seller
            is:
  
                                            (Sep/Oct/Nov)         
                                           Fcst Qty, 5/5/97
  
           Theo cartridges (15/pkg)           1,755 pkgs          
           Theo for Japan bulk packaged       23,400              
           Carbamazepine                      512 pkgs            
           Phenytoin                          516 pkgs            
  
           Whole Blood liquid controls - order from contract manufacturer
  
       2.7  During the safety stock build,  Purchaser  personnel may be present at
            the BM Fremont  facility to observe  normal  manufacturing  activities
            associated  with  building the cartridge  safety stock.  All costs and
            expenses  incurred shall be paid by the party  incurring such costs or
            expenses
  
       2.8  Seller will provide a certificate  stating that raw materials  used in
            the manufacture of cartridges passed Seller release criteria.
  3. Technical Service:
  
       3.1  Purchaser  personnel may visit Seller's  facility in Indianapolis  for
            the purpose of 2 days of Technical Service Training and observe Seller
            Technical  Service  receiving  customer  inquiries.  The  date  of the
            training to be  determined  by  Purchaser  and  Seller.  All costs and
            expenses  incurred shall be paid by the party  incurring such costs or
            expenses.
  
       3.2  Seller will  continue to receive and respond to customer  inquiries at
            the Seller Technical  Service Center during the safety stock build. As
            soon as is  practicable  but no later than  September  15, 1997 Seller
            shall refer customer inquiries to Purchaser.
  
  4. Communication:
  
       4.1  Immediately  following  the monitor  close as  specified  in the Asset
            Purchase Agreement , section 1.3.2, a joint  communication from Seller
            and  Purchaser  will be  sent  to the  existing  Biotrack  516  (U.S.)
            customer base,  foreign  distributors,  and suppliers,  indicating the
            transfer of the  business to  Purchaser,  the  effective  dates of the
            transfer, and instructions for placing orders, customer, and technical
            service.  Both Seller and Purchaser  will work to make the  transition
            "seamless" in the eyes of the customer and prevent any interruption of
            service.
  
       4.2  As soon as is  practicable  but no later than July 15,  1997,  BMG and
            BMKK  will be  notified  to send  instruments  in  need of  repair  to
            Purchaser.  Purchaser will provide shipping address to Seller in order
            for Seller to notify BMG and BMKK
  
  5. Customer Service:
  
       5.1  As soon as is practicable,  and no later than July 15, 1997, Purchaser
            shall receive,  process,  ship, and invoice customer  orders,  collect
            receivables,  and perform all functions  necessary to run and maintain
            the monitor business.
  
       5.2  As soon  as is  practicable,  and no  later  than  October  15,  1997,
            Purchaser shall receive,  process,  ship, and invoice customer orders,
            collect  receivables,  and perform all functions  necessary to run and
            maintain the cartridge business.
  
  6. Consultation:
  
       6.1  To promote  successful  relocation  and  recommission  of the line(s),
            Seller  will  provide  (up to) a total  of ten  (10)  days of  on-site
            manufacturing consultation.  The schedule for the consultation will be
            mutually  agreed upon by Purchaser and Seller.  Purchaser will pay for
            travel and accommodations for Seller employees.
  
       6.2  Following  the on-site  consultation  commitment  described in section
            6.1, BM Fremont  employees  will be available  for  consultation  at a
            mutually agreeable schedule at a rate of $100.00/hr plus expenses. The
            area of consultation is: manufacturing  processes,  recommissioning of
            the manufacturing line, facilities, design issues, or any other issues
            which arise.
  6.2  Following  the  transition  of  the  business  to  Purchaser,   Seller
            Technical  Service  Specialist will be available for a time period not
            to exceed 90 days for telephone consultation at a fee of $75.00/hour
  
  7. Miscellaneous:
  
       7.1  Following the cartridge closing date,  specified in the Asset Purchase
            Agreement , section 2.1, Purchaser shall have no right to use the name
            "Boehringer  Mannheim   Corporation"  or  any  version  or  derivative
            thereof,  for any purpose,  whether in business or  otherwise,  except
            that  (a  )  finished  goods  inventories,  Packaging  boxes,  labels,
            manuals,  etc.  for  such  finished  goods  inventories  that  are  in
            existence  as of the  closing  date and  included in the assets may be
            used  and  sold by  Purchaser  for a period  of 1 year  following  the
            closing date.  Purchaser  may, at its own expense choose to over-label
            existing material.
  
       7.2  Both parties agree that it is mutually beneficial to maintain customer
            satisfaction  and service  during the  transition  of ownership of the
            "Biotrack 516" productline.  The building of safety stock is necessary
            to  facilitate  the orderly  transition of the business from Seller to
            Purchaser. The safety stock manufactured for the purpose of transition
            of the  business  from Seller to Purchaser is not included in the base
            price of the business.
  
       7.3  All raw material costs  associated with the safety stock build are the
            responsibility  of Seller.  The  cartridge  safety stock build will be
            limited  to a three  (3)  month  supply,  based  on  existing  product
            forecasts for 1997.
  
       7.4  Purchaser will be responsible  for any open purchase  orders placed on
            behalf  of  Purchaser  for long lead  time raw  materials  and pay the
            Payables  when  due.  Based on  mutual  agreement  of items  required,
            pricing,  and lead times, Seller shall place orders for Purchaser with
            delivery and invoicing to Purchaser.
  
       7.5  To comply with  Boehringer  Mannheim GMP  guidelines,  Purchaser shall
            inform Seller  Fremont of any and all  complaints  that are associated
            with product manufactured by Seller.
  
       7.6  Purchaser  to be  notified  1 week in  advance  so they may be present
            during the tear down of the monitor and cartridge lines.
  
       7.7  Seller to provide  "ASK MAN MAN (MRP) files to Purchaser in a mutually
            workable format and provide 1 day of on-site consultation, if needed.
  7.8  Reagent  manufacture  to  transfer  at  the  same  time  as  cartridge
            manufacturing or sooner. If Purchaser wants a safety stock of reagents
            prior to  transfer of the reagent  and  cartridge  lines,  Purchaser's
            personnel may manufacture  reagent(s) at Seller's Fremont, CA facility
            according to a mutually agreeable schedule.  Raw materials consumed or
            purchased  for  such  manufacture  shall  be  the   responsibility  of
            Purchaser,  and  the  resulting  reagents  shall  be the  property  of
            Purchaser.  For purposes of the indemnification  provisions of Section
            5.2 of the Assets Purchase Agreement, such reagents shall be deemed to
            have been  manufactured  after the  Closing,  and  Purchaser  shall be
            solely responsible for their manufacture and use.
  
            BM  Fremont,  California  personnel  will assist as needed in both the
            reagent  build at the  Fremont,  California  facility  and the on-site
            calibration at the Medical  Device  Technologies  Westlake  California
            facility.
  
  IN WITNESS WHEREOF,  the parties hereto have duly executed this Agreement on the
  date first written.
  
  PURCHASER
  
  By: /s/M. Lee Hulsebus        Date: 6/19/97
  
  Name: M. Lee Hulsebus
  
  Title: CEO/Chairman
  
  SELLER
  
  BOEHRINGER MANNHEIM CORPORATION
  
  By: /s/Dennert O. Ware        Date: 6/20/97
  
  Name: Dennert O. Ware
  
  Title:President & CEO
  EXHIBIT D
                                     ---------
   
  
      MEDICAL DEVICE TECHNOLOGIES, INC. ACQUIRING PRODUCT LINE FROM BOEHRINGER
        MANNHEIM, INC. AND SECURING FIVE YEAR $6.0 MILLION SALES COMMITMENT
  
     Worldwide Sales of Biotrack (TM) Analyzer and Cartridges in 1996 Were $3.0
                             Million, Up 25% From 1995
  
              Contact: Virginia S. Rybski, 619-455-7127 extension 3012
  
       SAN DIEGO,  June 24,  1997 -- Medical  Device  Technologies,  Inc.  (NASDAQ
  Symbols:  MEDD,  MEDDP and  MEDDW)  announced  today  that it has  acquired  the
  Biotrack product line, including worldwide  distribution rights, from Boehringer
  Mannheim,  Inc. for $1.35  million.  In  connection  with the  acquisition,  the
  Company will acquire $1.15 million of readily  useable  inventory,  an estimated
  $0.7  million in  manufacturing  equipment,  the  worldwide  rights to the seven
  associated  patents and trademarks,  and  manufacturing  know-how.  In addition,
  Boehringer  Mannheim  Gmbh has  contractually  guaranteed  to a minimum  product
  purchase of $1.2  million per year for the next five years,  for a total of $6.0
  million,  for Germany  alone.  The Company will pursue  additional  distribution
  contracts with Boehringer  affiliates in other  countries,  as well as expanding
  the existing Japan and U.S.  markets.  The Company intends to secure  additional
  financing which will be necessary to complete this transaction.
  
       "The acquisition of the Biotrack product line from Boehringer Mannheim will
  bring  immediate  benefits  to  Medical  Device  Technologies,"  stated  M.  Lee
  Hulsebus, Chairman and CEO of MEDD. "First, it gives us an immediate and ongoing
  profitable  revenue  stream;   second,  it  establishes  our  access  to  large,
  international distribution channels for these and our other products; and third,
  it will create an opportunity for additional revenue growth as more distributors
  sign-up and new Biotrack disposable drug-testing cartridges enter the market."
  
       The Biotrack product line presently consists of a small instrument analyzer
  and three types of disposable cartridges. The system is used in doctors' offices
  and central  labs to measure  patient  blood drug  levels for the most  commonly
  prescribed  therapeutic  drugs to control  asthma  (Theophylline)  and  epilepsy
  (Carbamazepine, and Phenytoin). Two additional cartridges for epilepsy drugs are
  being developed to monitor Valproic Acid and Phenobarbital.  Asthma and epilepsy
  are prevalent medical conditions throughout the world. The Global Initiative for
  Asthma, in cooperation with the National Heart, Lung and Blood Institute and the
  World Health  Organization,  estimates  that 100 million  people  worldwide have
  asthma.  The World Health  Organization  estimates that 41 million people in the
  world have epilepsy.  Doctors  monitor their patients' drug levels on an ongoing
  basis to adequately control these diseases with drugs. - more - ADD 1 -- MEDICAL
  DEVICE TECHNOLOGIES,  INC. ACQUIRES PRODUCT LINE FROM BOEHRINGER MANNHEIM,  INC.
  AND SECURES FIVE YEAR $6.0 MILLION SALES COMMITMENT
  Medical Device Technologies,  Inc. is an incubator company that acquires or
  licenses technologies or products, then develops, manufactures, gains regulatory
  approval and distributes the resulting  specialty  medical devices.  The Company
  currently  has three  products.  The Fluid  Alarm  System(TM)  (FAS)  (TM) glove
  monitor is being  marketed as a device which detects when the infection  control
  barrier created by surgical latex gloves has been compromised. The Cell Recovery
  System(TM) (CRS) (TM) is a brush-biopsy  device that is entering clinical trials
  to  compare  its  results to  excision-type  biopsies  of the  bladder in cancer
  detection.  The Intracranial  Pressure Monitoring System(TM) (ICP) (TM) is being
  developed to  non-invasively  monitor the pressure within the skull of trauma or
  surgical patients.
  
       This news release contains forward-looking statements regarding the Company
  and its  systems.  These  forward-looking  statements  are based  largely on the
  Company's  expectations and are subject to a number of risks and  uncertainties,
  certain of which are beyond the  Company's  control.  Actual  results could vary
  materially  from those  expected  due to a variety  of  factors,  including  the
  uncertainties of the anticipated market for and sales of the Company's products,
  securing necessary additional financing and anticipated receipt of FDA marketing
  clearance and timing of such receipt for certain of the Company's  systems.  The
  Company  undertakes no obligation to publicly release the result of any revision
  to these  forward-looking  statements  which  may be made to  reflect  events or
  circumstances   after  the  date  hereof  or  to  reflect  the   occurrence   of
  unanticipated events.
  
       A current  listing of all the Company's  information and press releases may
  be found at www.businesswire.com/cnn/medd.htm
  
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