<PAGE>
   
    AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 1, 2000
    
 
                                            REGISTRATION STATEMENT NO. 333-45996
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
 
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
 
                            ------------------------
 
   
                                AMENDMENT NO. 4
                                       TO
                                    FORM S-1
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933
    
 
                            ------------------------
 
                            HARVARD BIOSCIENCE, INC.
             (Exact Name of Registrant as Specified in its Charter)
 

<TABLE>
<S>                                   <C>                                   <C>
              DELAWARE                                3826                               04-3306140
    (State or Other Jurisdiction          (Primary Standard Industrial                (I.R.S. Employer
 of Incorporation or Organization)        Classification Code Number)               Identification No.)
</TABLE>

 
                         ------------------------------
 
                              84 OCTOBER HILL ROAD
                      HOLLISTON, MASSACHUSETTS 01746-1371
                                 (508) 893-8066
  (Address, including zip code, and telephone number, including area code, of
                    Registrant's principal executive office)
 
                         ------------------------------
 
                                 CHANE GRAZIANO
                            CHIEF EXECUTIVE OFFICER
                            HARVARD BIOSCIENCE, INC.
                              84 OCTOBER HILL ROAD
                      HOLLISTON, MASSACHUSETTS 01746-1371
                                 (508) 893-8066
 (Name, address, including zip code, and telephone number, including area code,
                             of agent for service)
 
                         ------------------------------
 
                                   COPIES TO:
 

<TABLE>
<S>                                                   <C>
               H. DAVID HENKEN, P.C.                             STANFORD N. GOLDMAN, JR., ESQ.
            GOODWIN, PROCTER & HOAR LLP                               JOHN J. CHENEY, ESQ.
                   EXCHANGE PLACE                     MINTZ, LEVIN, COHN, FERRIS, GLOVSKY AND POPEO, P.C.
          BOSTON, MASSACHUSETTS 02109-2881                            ONE FINANCIAL CENTER
                  (617) 570-1000                                  BOSTON, MASSACHUSETTS 02111
                                                                        (617) 542-6000
</TABLE>

 
                         ------------------------------
 
    APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:  As soon as
practicable after this Registration Statement becomes effective.
 
    If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. / / ____________
 
    If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. / / ____________
 
    If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / / ____________
 
    If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / / ____________
 
    If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / / ____________
 
    THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE SEC, ACTING PURSUANT TO SECTION 8(a), MAY
DETERMINE.
 
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

<PAGE>
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY
NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER
TO SELL THESE SECURITIES, AND IT IS NOT SOLICITING OFFERS TO BUY THESE
SECURITIES IN ANY STATE IN WHICH THE OFFER OR SALE IS NOT PERMITTED.

<PAGE>
   
                 SUBJECT TO COMPLETION, DATED DECEMBER 1, 2000
    
 
PROSPECTUS
 
                       [THOMAS WEISEL PARTNERS LLC LOGO]
 
                           [HARVARD BIOSCIENCE LOGO]
 
                                6,422,450 SHARES
                                  COMMON STOCK
 
--------------------------------------------------------------------------------
 
We are selling 6,250,000 shares of our common stock and our president as a
selling stockholder is offering an additional 172,450 shares. We will not
receive any of the proceeds from the sale of shares by the selling stockholder.
We have granted the underwriters a 30-day option to purchase up to an additional
937,500 shares to cover over-allotments, if any.
 
This is an initial public offering of our common stock. We currently expect the
initial public offering price to be between $11.00 and $13.00 per share. We have
applied for approval for quotation of our common stock on the Nasdaq National
Market under the symbol "HBIO."
--------------------------------------------------------------------------------
INVESTING IN OUR COMMON STOCK INVOLVES RISKS. SEE "RISK FACTORS" ON PAGE 6.
--------------------------------------------------------------------------------
 

<TABLE>
<CAPTION>
                                                                 PER SHARE     TOTAL
<S>                                                            <C>           <C>          <C>
Public offering price                                          $             $
Underwriting discount                                          $             $
Proceeds, before expenses, to us                               $             $
Proceeds, before expenses, to the selling stockholder          $             $
</TABLE>

 
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
--------------------------------------------------------------------------------
 
THOMAS WEISEL PARTNERS LLC
 
                        DAIN RAUSCHER WESSELS
 
                                                ING BARINGS
 
The date of this prospectus is                 , 2000

<PAGE>
EDGAR GRAPHICS DESCRIPTIONS
 
INSIDE FRONT COVER-GATEFOLD
 
    Pages 2 and 3: Gatefold has title "Harvard Bioscience Products and the
Bottlenecks in Post-Genomics Drug Discovery" at the top. Below these words is a
process flow diagram illustrating the drug discovery process and the key
bottlenecks within this process. The diagram begins on the upper left portion of
the gatefold and flows horizontally to the upper right portion of the gatefold.
Below and to the right of the diagram is an orange arrow indicating that orange
portions of the diagram represent bottlenecks in the drug discovery process. The
diagram is initially split into two parallel tracks which merge into a single
track near the middle of the pages as the flow diagram moves to the right. The
upper track of the diagram is titled "Compound Development" and includes a green
arrow titled "Compound Libraries". Below the arrow are the words "Combinatorial
Chemistry". The lower track of the diagram is titled "Target Discovery" and
includes two arrows. The first arrow is green and is titled "Target
Identification". Above this arrow is the word "Genomics". The next arrow to the
right is orange and is titled "Target Validation". Above this arrow is the word
"Proteomics". Following the "Compound Libraries" arrow on the upper track and
the "Target Validation" arrow on the lower track, the two tracks of the diagram
combine and include green and orange arrows to illustrate the remaining stages
and key bottlenecks in the drug discovery process. The individual arrows from
left to right include an orange arrow titled "Assay Development" followed by a
green arrow titled "High Throughput Screening". These two arrows in the diagram
appear under the title "Primary Screening". To the right of the "High Throughput
Screening" arrow is an orange arrow titled "Lead Optimization" followed by an
orange arrow titled "ADMET Screening". These two arrows in the diagram appear
under the title "Secondary Screening". To the right of the "ADMET Screening"
arrow is a green arrow titled "Clinical Trials", the final arrow in the process
flow diagram.
 
    The lower portion of the gatefold consists of product descriptions. The
lower left portion begins with the words "Protein Purification" with the
following product photos and short descriptions appearing below "Protein
Purification". A drawing of a pipette tip is followed by the words "PrepTip-TM
Coated pipette tips for the purification of minute protein samples". Below this
is a photo of spin columns followed by the words "UltraMicro Spin Columns Small
plastic tubes containing purification media that are spun in a centrifuge".
Below this is a photo of disposable dialyzers followed by the words "Disposable
Dialyzers small plastic chambers capped with a membrane that retains proteins
but passes contaminants". Below this are the words "Protein Analysis" with the
following product photos and short descriptions appearing below "Protein
Analysis". A photo of a DNA/RNA/protein calculator followed by the words
"GeneQuant Pro-TM DNA/RNA/Protein calculators". Below this are photos of a
purple spectrophotometer, a yellow spectrophotometer and a green
spectrophotometer followed by the words "UltroSpec-TM Range of
spectrophotometers for molecular biology". Below this is a photo of an amino
acid analysis system followed by the words "Biochrom-TM 20 Amino Acid Analysis
System".
 
    The lower right portion begins with the word "Absorption". Below this is a
photo of an absorption measurement chamber followed by the words "NaviCyte-TM
Absorption measurement chambers". Below this is the word "Distribution" with a
photo of an equilibrium dialysis plate and followed by the words "96 Well
Equilibrium Dialysis Plate Equilibrium dialysis plate for the measurement of the
interaction of drugs and proteins". Below this are the words "Metabolism and
Elimination" with a photo of an isolated organ system and followed by the words
"Isolated Organ Systems Liver and kidney systems used for studying metabolism
and elimination". Below this is the word "Toxicology" with a photo of a desktop
computer and the ScanTox product followed by the words "ScanTox-TM Screening
system for testing toxicology without the use of laboratory animals". Below this
is a photo of an infusion pump followed by the words "PHD 2000 Infusion pump for
toxicology testing".

<PAGE>
                               TABLE OF CONTENTS
 

<TABLE>
<CAPTION>
                                                                PAGE
                                                              --------
<S>                                                           <C>
Prospectus Summary..........................................       1
 
Risk Factors................................................       6
 
Information Regarding Forward-Looking Statements............      15
 
Use of Proceeds.............................................      16
 
Dividend Policy.............................................      16
 
Capitalization..............................................      17
 
Dilution....................................................      18
 
Selected Financial Data.....................................      19
 

Management's Discussion and Analysis of Financial Condition
  and Results of Operations.................................      20
 
Business....................................................      28
 
Management..................................................      44
 
Relationships and Related Party Transactions................      51
 
Principal and Selling Stockholders..........................      53
 
Description of Capital Stock................................      55
 
Shares Eligible for Future Sale.............................      59
 
Underwriting................................................      61
 
Legal Matters...............................................      64
 
Experts.....................................................      64
 
Where You Can Find More Information.........................      64
 
Index to Consolidated Financial Statements..................     F-1
</TABLE>


<PAGE>

                               PROSPECTUS SUMMARY
 
    THIS SUMMARY HIGHLIGHTS INFORMATION CONTAINED ELSEWHERE IN THIS PROSPECTUS.
YOU SHOULD READ THE ENTIRE PROSPECTUS CAREFULLY, INCLUDING THE "RISK FACTORS"
SECTION.
 
OUR COMPANY
 
    We are a global developer, manufacturer and marketer of innovative, enabling
tools used in drug discovery research at pharmaceutical and biotechnology
companies, universities and government laboratories. We sell approximately
10,000 products to more than 5,000 customers in over 60 countries. Our
proprietary products accounted for approximately 82% of our revenues for the
nine months ended September 30, 2000. We have designed our tools to accelerate
the speed and to reduce the cost at which our customers can discover and
commercialize new drugs. By providing research tools, we participate in the
revolutions in genomics, the study of genes, and proteomics, the study of
proteins, without bearing the risks inherent in attempting to discover new
drugs.
 
    Since our reorganization in March 1996, we have focused on developing tools
to alleviate two critical bottlenecks in the drug discovery process:
 
    - PROTEIN PURIFICATION, which is the removal of contaminants such as salts,
      buffers, detergents and cellular debris from a protein sample, and
 
    - ADMET SCREENING, which is the testing of the absorption, distribution,
      metabolism, elimination and toxicology properties of drug candidates.
 
Our proteomics products are tools that allow researchers to purify and analyze
proteins contained in a sample. Our ADMET screening products are tools that
enable researchers to test drug candidates to determine their absorption,
distribution, metabolism, elimination and toxicology properties prior to
conducting costly clinical trials.
 
    We market our products primarily through our 1,000 page catalog to
approximately 100,000 researchers worldwide. Our catalog is also available on
our website. We distribute most of our products directly through our operations
in the United States, the United Kingdom, Germany, France and Canada. In
addition to our catalog distribution channel, we have a long-standing
distribution and marketing relationship with Amersham Pharmacia Biotech, or
APBiotech, one of the largest companies in the life sciences industry.
 
OUR OPPORTUNITY
 
    Drug discovery is a time-consuming and costly process. In the pre-genomics
era, the compound development, primary screening and clinical trials stages were
bottlenecks in this process. The recent successes of genomics, combinatorial
chemistry (the automated production of large numbers of chemical compounds) and
high throughput screening have alleviated the bottlenecks at the compound
development and primary screening stages. However, these bottlenecks have been
replaced by bottlenecks at later stages in the drug discovery process. Our
opportunity lies in alleviating these bottlenecks with products that increase
the productivity and reduce the cost of drug discovery.
 
OUR PRODUCTS
 
    We have a broad array of established products for proteomics and ADMET
screening. We believe our products offer drug discovery researchers the most
comprehensive protein purification and
 
                                       1

<PAGE>
ADMET screening solutions. In the past two years, we have expanded our product
base by introducing the following proprietary tools:
 
    PROTEIN PURIFICATION:
 
       - specially coated pipette tips, which are small plastic tubes coated on
         the inside with a material that selectively extracts proteins but not
         contaminants,
 
       - micro spin columns, which are small plastic tubes partially filled with
         a material that selectively extracts proteins but not contaminants, and
 
       - micro dialyzers, which are small plastic tubes each containing a
         dialysis membrane which allows small molecules to pass through but
         retains large molecules such as proteins.
 
    ADMET SCREENING:
 
       - NaviCyte diffusion chambers, which measure drug absorption by
         simulating membranes in the human body,
 
       - small plastic plates with 96 wells, which each contain a dialysis
         membrane that allows small molecules to pass through but retains large
         molecules such as proteins, and
 
       - ScanTox instruments, which enable toxicology testing without the use of
         animals.
 
    In protein purification, these new products increase productivity and reduce
cost by avoiding the cumbersome sample handling steps required by current
technology and by being compatible with automated liquid-handling robots. Many
of the products are available in 96 well plate formats. In ADMET screening,
these new products lower cost and increase automation by using molecular,
cellular, tissue and organ based assays to reduce the use of live animals.
 
    In addition to our proprietary products, we provide a broad selection of
non-proprietary products that are frequently used in conjunction with our
proprietary products. We seek to be a single source for our customers' product
needs in protein purification and ADMET screening.
 
OUR STRATEGY
 
    Our goal is to become the leading provider of innovative, enabling
technologies and products for proteomics and ADMET research in the drug
discovery process. Key elements of our strategy are to:
 
    - establish our new proteomics and ADMET screening products as industry
      standards,
 
    - launch a broad range of innovative new tools for drug discovery,
 
    - leverage our existing distribution and marketing channels,
 
    - provide a single source of tools for our customers' research needs in
      proteomics and ADMET screening, and
 
    - acquire complementary technologies.
 
                            ------------------------
 
    We organized our company as a Massachusetts corporation on March 7, 1996 in
connection with our purchase of a portion of the assets of Harvard Apparatus, a
business which, with its predecessors, had been in existence since 1901. The
initial Harvard Apparatus catalog was published in 1901 by Dr. William T.
Porter, a professor at Harvard Medical School and the founder of the Harvard
Apparatus business. We will be reincorporated by merger in Delaware prior to the
closing of this offering. In connection with the reincorporation, we will change
our corporate name from Harvard Apparatus, Inc. to Harvard Bioscience, Inc. We
have no affiliation with Harvard University. Our principal executive offices are
located at 84 October Hill Road, Holliston, Massachusetts 01746. Our telephone
number at that location is (508) 893-8066 and our Internet address is
www.harvardbioscience.com. The information contained on our website is not part
of this prospectus.
 
                                       2

<PAGE>
    We have six wholly-owned subsidiaries, Biochrom Ltd. (United Kingdom),
Harvard Apparatus Limited (United Kingdom), Hugo Sachs Elektronik-Harvard
Apparatus GmbH (Germany), Harvard Apparatus S.A.R.L. (France), Harvard Apparatus
FSC, Inc. (United States) and Ealing Scientific Ltd. (Canada).
 
    The names Harvard Bioscience and Harvard Apparatus and our logo are names
and trademarks that we believe belong to us. We have the rights to numerous
trademarks and trade names including AmiKa, Biochrom, CPK, GeneQuant,
GeneQuantPro, NaviCyte, NovaSpec, PrepTip, PureTip, ScanTox, Stronghold and
UltroSpec. This prospectus also contains the trademarks and trade names of other
entities that are the property of their respective owners.
 
                                  THE OFFERING
 

<TABLE>
<S>                                            <C>
Common stock offered by us...................  6,250,000 shares
 
Common stock offered by our president as a
  selling stockholder........................  172,450 shares
 
Common stock outstanding after the
  offering...................................  24,782,422 shares
 
Use of proceeds..............................  For payment of existing debt, redemption of
                                               our series A redeemable preferred stock,
                                               potential acquisitions, working capital and
                                               general corporate purposes.
 
Proposed Nasdaq National Market symbol.......  HBIO
</TABLE>

 
The above information is based on 18,532,422 shares outstanding as of
October 15, 2000 and excludes:
 
    - 599,096 shares issuable upon exercise of options then outstanding at a
      weighted average exercise price of $1.00 per share.
 
Unless otherwise noted, this prospectus assumes:
 
    - no exercise of the underwriters' over-allotment,
 
    - an assumed initial offering price of $12.00 per share,
 
    - a 19.71-for-1 stock split of our common stock effected in connection with
      this offering,
 
    - our reincorporation by merger in Delaware and our related name change
      prior to the closing of this offering,
 
    - the redemption of our outstanding series A redeemable preferred stock upon
      the closing of this offering,
 
    - the automatic conversion of our outstanding series B convertible preferred
      stock into 955,935 shares of our common stock upon the closing of this
      offering,
 
    - the issuance of 8,509,905 shares of our common stock upon exercise of all
      outstanding warrants at a weighted average exercise price of $0.0005 per
      share prior to the closing of this offering, and
 
    - the amendment and restatement of our certificate of incorporation in
      connection with this offering.
 
                                       3

<PAGE>
                             SUMMARY FINANCIAL DATA

<TABLE>
<CAPTION>
                                                  PREDECESSOR
                                 PREDECESSOR        COMPANY       FOR THE PERIOD
                                   COMPANY      FOR THE PERIOD    FROM INCEPTION
                                 FISCAL YEAR    FROM JANUARY 1,     MARCH 15,
                                    ENDED           1996 TO          1996 TO
                                 DECEMBER 31,      MARCH 14,       DECEMBER 31,
                                     1995            1996              1996
                                 ------------   ---------------   --------------
                                 (UNAUDITED)      (UNAUDITED)
                                 (IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
<S>                              <C>            <C>               <C>
STATEMENT OF OPERATIONS DATA:
Revenues.......................   $   10,032      $    1,989        $    8,198
Cost of goods sold.............        5,286           1,059             4,080
Stock compensation expense.....           --              --                --
                                  ----------      ----------        ----------
    Gross profit...............        4,746             930             4,118
Other operating expenses.......        4,252             810             3,141
Stock compensation expense.....           --              --                --
                                  ----------      ----------        ----------
    Operating income (loss)....          494             120               977
                                  ----------      ----------        ----------
Other (expense) income:
  Common stock warrant interest
  expense......................           --              --                --
  Interest expense, net........         (472)            (90)             (177)
  Amortization of deferred
  financing costs..............           --              --                --
  Other........................          (62)           (139)               98
                                  ----------      ----------        ----------
    Other expense, net.........         (534)           (229)              (79)
                                  ----------      ----------        ----------
    (Loss) income before income
    taxes......................          (40)           (109)              898
Income taxes...................           85              --               362
                                  ----------      ----------        ----------
    Net (loss) income..........   $     (125)     $     (109)       $      536
Preferred stock dividends......           --              --               (97)
                                  ----------      ----------        ----------
    Net (loss) income available
    to common stockholders.....   $     (125)     $     (109)       $      439
                                  ==========      ==========        ==========
(Loss) income per share:
  Basic........................   $    (0.01)     $    (0.01)       $     0.04
                                  ==========      ==========        ==========
  Diluted......................   $    (0.01)     $    (0.01)       $     0.02
                                  ==========      ==========        ==========
Weighted average common shares:
  Basic........................   10,259,410      10,259,410        10,259,410
                                  ==========      ==========        ==========
  Diluted......................   10,259,410      10,259,410        20,241,145
                                  ==========      ==========        ==========
Pro forma (loss) income per
  share:
  Basic........................
  Diluted......................
Pro forma weighted average
  common shares:
  Basic........................
  Diluted......................
 
<CAPTION>
 
                                                                           NINE MONTHS ENDED
                                    FISCAL YEAR ENDED DECEMBER 31,           SEPTEMBER 30,
                                 ------------------------------------   ------------------------
                                    1997         1998         1999         1999          2000
                                 ----------   ----------   ----------   -----------   ----------
                                                                        (UNAUDITED)
                                       (IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
<S>                              <C>          <C>          <C>          <C>           <C>
STATEMENT OF OPERATIONS DATA:
Revenues.......................  $   11,464   $   12,154   $   26,178    $  18,470    $   22,069
Cost of goods sold.............       5,128        5,351       13,547        9,359        11,462
Stock compensation expense.....          --           --           --           --           151
                                 ----------   ----------   ----------    ---------    ----------
    Gross profit...............       6,336        6,803       12,631        9,111        10,456
Other operating expenses.......       4,217        4,391        8,151        5,862         7,723
Stock compensation expense.....          --           --        3,284          937        13,181
                                 ----------   ----------   ----------    ---------    ----------
    Operating income (loss)....       2,119        2,412        1,196        2,312       (10,448)
                                 ----------   ----------   ----------    ---------    ----------
Other (expense) income:
  Common stock warrant interest
  expense......................        (117)      (1,379)     (29,694)      (7,403)      (70,920)
  Interest expense, net........        (223)        (210)        (657)        (468)         (655)
  Amortization of deferred
  financing costs..............          --           --          (63)         (44)          (56)
  Other........................          10           31          (65)          46          (428)
                                 ----------   ----------   ----------    ---------    ----------
    Other expense, net.........        (330)      (1,558)     (30,479)      (7,869)      (72,059)
                                 ----------   ----------   ----------    ---------    ----------
    (Loss) income before income
    taxes......................       1,789          854      (29,283)      (5,557)      (82,507)
Income taxes...................         682          783          137          649         1,354
                                 ----------   ----------   ----------    ---------    ----------
    Net (loss) income..........  $    1,107   $       71   $  (29,420)   $  (6,206)   $  (83,861)
Preferred stock dividends......        (122)        (122)        (157)        (115)         (123)
                                 ----------   ----------   ----------    ---------    ----------
    Net (loss) income available
    to common stockholders.....  $      985   $      (51)  $  (29,577)   $  (6,321)   $  (83,984)
                                 ==========   ==========   ==========    =========    ==========
(Loss) income per share:
  Basic........................  $     0.13   $    (0.01)  $    (5.28)   $   (1.13)   $   (13.11)
                                 ==========   ==========   ==========    =========    ==========
  Diluted......................  $     0.06   $    (0.01)  $    (5.28)   $   (1.13)   $   (13.11)
                                 ==========   ==========   ==========    =========    ==========
Weighted average common shares:
  Basic........................   7,406,486    5,598,626    5,598,626    5,598,626     6,407,682
                                 ==========   ==========   ==========    =========    ==========
  Diluted......................  17,500,194    5,598,626    5,598,626    5,598,626     6,407,682
                                 ==========   ==========   ==========    =========    ==========
Pro forma (loss) income per
  share:
  Basic........................                            $     0.01                 $    (0.82)
                                                           ==========                 ==========
  Diluted......................                            $     0.01                 $    (0.82)
                                                           ==========                 ==========
Pro forma weighted average
  common shares:
  Basic........................                            14,902,100                 15,873,527
                                                           ==========                 ==========
  Diluted......................                            17,381,677                 15,873,527
                                                           ==========                 ==========
</TABLE>

 
    Pro forma basic and diluted net (loss) income per share have been calculated
assuming the conversion of all outstanding shares of convertible preferred stock
into common stock and the exercise of all outstanding warrants for common stock
as if they had been converted or exercised on the dates of issuance.
Accordingly, common stock warrant interest expense and dividends associated with
convertible preferred shares are excluded from the pro forma per share amounts.
 
    The financial data presented above for the year ended December 31, 1995 and
for the period from January 1, 1996 to March 14, 1996 represents the financial
data of our predecessor company without any adjustments relating to our purchase
of a portion of its assets.
 
                                       4

<PAGE>
 

<TABLE>
<CAPTION>
                                                                  AS OF SEPTEMBER 30, 2000
                                                            ------------------------------------
                                                                                      PRO FORMA
                                                             ACTUAL     PRO FORMA    AS ADJUSTED
                                                            --------   -----------   -----------
<S>                                                         <C>        <C>           <C>
BALANCE SHEET DATA:
Cash and cash equivalents.................................  $  2,149     $ 2,154       $68,904
Working capital...........................................     1,025       1,030        67,780
Total assets..............................................    23,236      23,241        89,991
Long-term obligations, net of current portion.............     5,730       5,730         5,730
Preferred stock...........................................     2,500       1,500            --
Common stock warrants.....................................   102,115          --            --
Stockholders' equity (deficit)............................   (97,018)      6,102        74,352
</TABLE>

 
    The preceding table presents a summary of our balance sheet data as of
September 30, 2000:
 
    - on an actual basis assuming the filing of an amended and restated
      certificate of incorporation to increase the number of authorized shares
      of common stock,
 
    - on a pro forma basis to give effect to the conversion of all outstanding
      shares of convertible preferred stock into an aggregate of 955,935 shares
      of common stock, the exercise of all outstanding warrants for an aggregate
      of 8,509,905 shares of common stock upon the closing of this offering and
      the filing of our amended and restated certificate of incorporation prior
      to the effective date of this offering, and
 
    - on a pro forma as adjusted basis to reflect the sale of 6,250,000 shares
      of common stock by us in this offering at an assumed initial offering
      price of $12.00 per share, after deducting estimated underwriting
      discounts, commissions and offering expense and the redemption of all
      outstanding shares of redeemable preferred stock upon the closing of this
      offering.
 
                                       5

<PAGE>

                                  RISK FACTORS
 
    AN INVESTMENT IN OUR COMMON STOCK INVOLVES SIGNIFICANT RISKS. YOU SHOULD
CAREFULLY CONSIDER THE FOLLOWING RISKS BEFORE YOU DECIDE TO BUY OUR COMMON
STOCK.
 
IF WE ARE UNABLE TO ACHIEVE AND SUSTAIN MARKET ACCEPTANCE OF OUR NEW PROTEOMICS
AND ADMET SCREENING PRODUCTS ACROSS THEIR BROAD INTENDED RANGE OF APPLICATIONS,
WE WILL NOT GENERATE EXPECTED REVENUE GROWTH.
 
    Our business strategy depends on our successfully developing and
commercializing our new proteomics and ADMET screening technologies to meet our
customers' expanding needs and demands. For example, our recent acquisition of
AmiKa Corporation involved the purchase of the technology that we are using to
develop our 96 well plate for serum protein binding analysis. Market acceptance
of this and other new products will depend on many factors, including the extent
of our marketing efforts and our ability to demonstrate to existing and
potential customers that our technologies are superior to other technologies and
products that are available now or may become available in the future. If our
new products do not gain market acceptance, it could materially adversely affect
our business and future growth prospects.
 
OUR PRODUCTS COMPETE IN MARKETS THAT ARE SUBJECT TO RAPID TECHNOLOGICAL CHANGE,
AND THEREFORE ONE OR MORE OF OUR PRODUCTS COULD BE MADE OBSOLETE BY NEW
TECHNOLOGIES.
 
    Because the market for drug discovery tools is characterized by rapid
technological change and frequent new product introductions, our product lines
may be made obsolete unless we are able to continually improve our existing
products and develop new products. To meet the evolving needs of our customers,
we must continually enhance our current and planned products and develop and
introduce new products. However, we may experience difficulties which may delay
or prevent the successful development, introduction and marketing of new
products or product enhancements. In addition, our product lines are based on
complex technologies which are subject to rapid change as new technologies are
developed and introduced in the marketplace. We may have difficulty in keeping
abreast of the rapid changes affecting each of the different markets we serve or
intend to serve. Our failure to develop and introduce products in a timely
manner in response to changing technology, market demands or the requirements of
our customers could cause our product sales to decline, and we could experience
significant losses.
 
    We offer and plan to offer a broad product line and have incurred and expect
to continue to incur substantial expenses for development of new products and
enhanced versions of our existing products. The speed of technological change in
our market may prevent us from being able to successfully market some or all of
our products for the length of time required to recover their often significant
development costs. Failure to recover the development costs of one or more
products or product lines could decrease our profitability or cause us to
experience significant losses.
 
WE HAVE LIMITED EXPERIENCE IN MANUFACTURING SOME OF OUR PRODUCTS WHICH COULD
CAUSE PROBLEMS OR DELAYS RESULTING IN LOST REVENUE.
 
    We have only recently begun to manufacture and therefore currently have
limited manufacturing capacity for some of our products, such as our PrepTip
protein purification pipette tips. If we fail to manufacture and deliver
products in a timely manner, our relationships with our customers could be
seriously harmed, and our revenue could decline. To achieve the production
levels necessary for successful commercialization, we will need to scale-up our
manufacturing facilities and establish automated manufacturing methods and
quality control procedures. We cannot assure you that manufacturing or quality
control problems will not arise as we attempt to scale-up our production or that
we can scale-up manufacturing and quality control in a timely manner or at
commercially
 
                                       6

<PAGE>
reasonable costs. If we are unable to manufacture these products consistently on
a timely basis because of these or other factors, we may not achieve the level
of sales from these products that we otherwise anticipate.
 
IF AMERSHAM PHARMACIA BIOTECH TERMINATES ITS DISTRIBUTION AGREEMENT WITH US OR
FAILS TO PERFORM ITS OBLIGATIONS UNDER OUR DISTRIBUTION AGREEMENT, IT COULD
IMPAIR THE MARKETING AND DISTRIBUTION EFFORTS FOR SOME OF OUR PRODUCTS AND
RESULT IN LOST REVENUES.
 
    For the nine months ended September 30, 2000, approximately 39% of our
revenues were generated through an agreement with Amersham Pharmacia Biotech, or
APBiotech, under which APBiotech acts as our primary marketing and distribution
channel for the products of our Biochrom subsidiary. Under the terms of this
agreement, we are restricted from allowing another person or entity to
distribute, market and sell the majority of the products of our Biochrom
subsidiary. We are also restricted from making or promoting sales of the
majority of the products of our Biochrom subsidiary to any person or entity
other than APBiotech or its authorized subdistributors. We have little or no
control over APBiotech's marketing and sales activities or the use of its
resources. APBiotech may fail to purchase sufficient quantities of products from
us or perform appropriate marketing and sales activities. The failure by
APBiotech to perform these activities could materially adversely affect our
business and growth prospects during the term of this agreement. In addition,
our inability to maintain our arrangement with APBiotech for product
distribution, could materially impede the growth of our business and our ability
to generate sufficient revenue. Our agreement with APBiotech may be terminated
under some circumstances, including in the event of a breach of a material term
by us. This agreement has a perpetual term; however, it may be terminated by
either party upon 18 months' prior written notice. While we believe our
relationship with APBiotech is good, we cannot guarantee that the contract will
be renewed or that APBiotech will aggressively market our products in the
future.
 
WE MAY BE ADVERSELY AFFECTED BY THREATENED LITIGATION INVOLVING HARVARD
UNIVERSITY.
 
    We received correspondence from counsel to Harvard University on
November 7, 2000 alleging trademark infringement, false designation of origin,
unfair competition and cybersquatting and threatening legal action against us if
we do not take certain steps, including ceasing our use of the term "Harvard
Bioscience" and other terms containing the term "Harvard." We do not currently
intend to take such steps, and we believe it is likely that Harvard University
will pursue this matter against us. This legal action could include, among other
things, the filing of a complaint against us seeking injunctive relief and
treble damages with respect to these claims. We may suffer adverse consequences
as a result of this matter which we cannot now predict. If claims for injunctive
relief or other damages are asserted and are decided against us, we could suffer
monetary damages, lose our ability to use the names "Harvard Bioscience" and
"Harvard Apparatus," lose the reputation and goodwill associated with these
names and ultimately experience decreased revenues and earnings in subsequent
periods. In addition, any lawsuit or claim for injunctive relief may result in
significant litigation expenses.
 
OUR COMPETITORS AND POTENTIAL COMPETITORS MAY DEVELOP PRODUCTS AND TECHNOLOGIES
THAT ARE MORE EFFECTIVE OR COMMERCIALLY ATTRACTIVE THAN OUR PRODUCTS.
 
    We expect to encounter increased competition from both established and
development-stage companies that continually enter our market. We anticipate
that these competitors will include:
 
    - companies developing and marketing life sciences research tools,
 
    - health care companies that manufacture laboratory-based tests and
      analyzers,
 
    - diagnostic and pharmaceutical companies, and
 
    - companies developing drug discovery technologies.
 
                                       7

<PAGE>
    Currently, our principal competition comes from established companies that
provide products which perform many of the same functions for which we market
our products. Our competitors may develop or market products that are more
effective or commercially attractive than our current or future products. Many
of our competitors have substantially greater financial, operational, marketing
and technical resources than we do. Moreover, these competitors may offer
broader product lines and tactical discounts, and may have greater name
recognition. In addition, we may face competition from new entrants into our
field. We may not have the financial resources, technical expertise or
marketing, distribution or support capabilities to compete successfully in the
future.
 
IF WE ARE UNABLE TO EFFECTIVELY PROTECT OUR INTELLECTUAL PROPERTY, THIRD PARTIES
MAY USE OUR TECHNOLOGY, WHICH WOULD IMPAIR OUR ABILITY TO COMPETE IN OUR
MARKETS.
 
    Our continued success will depend in significant part on our ability to
obtain and maintain meaningful patent protection for our products throughout the
world. Patent law relating to the scope of claims in the technology fields in
which we operate is still evolving. The degree of future protection for our
proprietary rights is uncertain. We own ten U.S. patents and have four patent
applications pending in the U.S. We also own numerous U.S. registered trademarks
and trade names and have applications for the registration of trademarks and
trade names pending. We rely on patents to protect a significant part of our
intellectual property and to enhance our competitive position. However, our
presently pending or future patent applications may not issue as patents, and
any patent previously issued to us may be challenged, invalidated, held
unenforceable or circumvented. Furthermore, the claims in patents which have
been issued or which may be issued to us in the future may not be sufficiently
broad to prevent third parties from producing competing products similar to our
products. In addition, the laws of various foreign countries in which we compete
may not protect our intellectual property to the same extent as do the laws of
the United States. If we fail to obtain adequate patent protection for our
proprietary technology, our ability to be commercially competitive will be
materially impaired.
 
    In addition to patent protection, we also rely on protection of trade
secrets, know-how and confidential and proprietary information. To maintain the
confidentiality of trade secrets and proprietary information, we generally seek
to enter into confidentiality agreements with our employees, consultants and
strategic partners upon the commencement of a relationship with us. However, we
may not obtain these agreements in all circumstances. In the event of
unauthorized use or disclosure of this information, these agreements, even if
obtained, may not provide meaningful protection for our trade secrets or other
confidential information. In addition, adequate remedies may not exist in the
event of unauthorized use or disclosure of this information. The loss or
exposure of our trade secrets and other proprietary information would impair our
competitive advantages and could have a material adverse effect on our operating
results, financial condition and future growth prospects.
 
WE MAY BE INVOLVED IN LAWSUITS TO PROTECT OR ENFORCE OUR PATENTS WHICH WOULD BE
EXPENSIVE AND TIME-CONSUMING.
 
    In order to protect or enforce our patent rights, we may initiate patent
litigation against third parties. We may also become subject to interference
proceedings conducted in the patent and trademark offices of various countries
to determine the priority of inventions. Several of our products are based on
patents which are closely surrounded by patents held by competitors or potential
competitors. As a result, we believe there is a greater likelihood of a patent
dispute than would be expected if our patents were not closely surrounded by
other patents. The defense and prosecution, if necessary, of intellectual
property suits, interference proceedings and related legal and administrative
proceedings would be costly and divert our technical and management personnel
from their normal responsibilities. We may not prevail in any of these suits. An
adverse determination of any litigation or defense proceedings could put our
patents at risk of being invalidated or interpreted narrowly and could put our
patent applications at risk of not issuing.
 
                                       8

<PAGE>
    Furthermore, because of the substantial amount of discovery required in
connection with intellectual property litigation, there is a risk that some of
our confidential information could be compromised by disclosure during this type
of litigation. For example, during the course of this kind of litigation, there
could be public announcements of the results of hearings, motions or other
interim proceedings or developments in the litigation. Securities analysts or
investors may perceive these announcements to be negative, which could cause the
market price of our stock to decline.
 
OUR SUCCESS WILL DEPEND PARTLY ON OUR ABILITY TO OPERATE WITHOUT INFRINGING ON
OR MISAPPROPRIATING THE INTELLECTUAL PROPERTY RIGHTS OF OTHERS.
 
    We may be sued for infringing on the intellectual property rights of others,
including the patent rights, trademarks and trade names of third parties.
Intellectual property litigation is costly and the outcome is uncertain. If we
do not prevail in any intellectual property litigation, in addition to any
damages we might have to pay, we could be required to stop the infringing
activity, or obtain a license to or design around the intellectual property in
question. If we are unable to obtain a required license on acceptable terms, or
are unable to design around any third party patent, we may be unable to sell
some of our products and services, which could result in reduced revenue.
 
    AmiKa Corporation, whose assets we purchased in July 2000, has received and
responded to correspondence from counsel to a third party competitor regarding
the possible infringement by it of a patent and other pending patent
applications held by such third party. Because this competitor has not pursued
this matter since AmiKa's reply on June 7, 2000 in which AmiKa stated that it
did not believe it was infringing on this competitor's patents, we believe that
this matter has been concluded. However, we cannot assure you that this third
party competitor will not assert these or similar claims in the future. We do
not currently derive a significant portion of our revenue from products which
depend on the intellectual property related to this alleged infringement.
 
CHANGES IN ACCOUNTING FOR GOODWILL AMORTIZATION MAY HAVE A MATERIAL ADVERSE
  AFFECT ON US.
 
    We currently amortize goodwill purchased in our acquisitions on a straight
line basis ranging from 5 to 15 years. At September 30, 2000, we had unamortized
goodwill of $9.1 million, or 39.4% of total assets. Any changes in accounting
rules under generally accepted accounting principles that reduce the period over
which we may amortize goodwill may have an adverse effect on our ability to
consummate future acquisitions and our financial results. A shorter goodwill
amortization period would increase annual amortization expense and reduce our
net income over the amortization period. In addition, we continually evaluate
whether any portion of the remaining balance of goodwill may not be recoverable.
If it is determined in the future that a portion of our goodwill is impaired, we
may be required to write off that portion of our goodwill which would have an
adverse effect on our net income for the period in which the write off occurs.
 
WE ARE DEPENDENT UPON OUR LICENSED TECHNOLOGIES AND MAY NEED TO OBTAIN
ADDITIONAL LICENSES IN THE FUTURE TO OFFER OUR PRODUCTS AND REMAIN COMPETITIVE.
 
    We have licensed key components of our technologies from third parties.
While we do not currently derive a material portion of our revenue from products
that depend on these licensed technologies, we may in the future. If our license
agreements were to terminate prematurely or if we breach the terms of any
licenses or otherwise fail to maintain our rights to these technologies, we may
lose the right to manufacture or sell our products that use these licensed
technologies. In addition, we may need to obtain licenses to additional
technologies in the future in order to keep our products competitive. If we fail
to license or otherwise acquire necessary technologies, we may not be able to
develop new products that we need to remain competitive.
 
                                       9

<PAGE>
MANY OF OUR CURRENT AND POTENTIAL CUSTOMERS ARE FROM THE PHARMACEUTICAL AND
BIOTECHNOLOGY INDUSTRIES AND ARE SUBJECT TO RISKS FACED BY THOSE INDUSTRIES.
 
    We derive a substantial portion of our revenues from pharmaceutical and
biotechnology companies. We expect that pharmaceutical and biotechnology
companies will continue to be our major source of revenues for the foreseeable
future. As a result, we are subject to risks and uncertainties that affect the
pharmaceutical and biotechnology industries, such as pricing pressures as
third-party payers continue challenging the pricing of medical products and
services, government regulation, ongoing consolidation and uncertainty of
technological change, and to reductions and delays in research and development
expenditures by companies in these industries. In particular, several proposals
are being contemplated by lawmakers in the United States to extend the federal
Medicare program to include reimbursement for prescription drugs. Many of these
proposals involve negotiating decreases in prescription drug prices or imposing
price controls on prescription drugs. If appropriate reimbursement cannot be
obtained, it could result in our customers purchasing fewer products from us as
they reduce their research and development expenditures.
 
    In addition, we are dependent, both directly and indirectly, upon general
health care spending patterns, particularly in the research and development
budgets of the pharmaceutical and biotechnology industries, as well as upon the
financial condition of various governments and government agencies. Many of our
customers, including universities, government research laboratories, private
foundations and other institutions, obtain funding for the purchase of our
products from grants by governments or government agencies. There exists the
risk of a potential decrease in the level of governmental spending allocated to
scientific and medical research which could substantially reduce or even
eliminate these grants. If government funding necessary to purchase our products
were to decrease, our business and results of operations could be materially
adversely affected.
 
OUR BUSINESS IS SUBJECT TO ECONOMIC, POLITICAL AND OTHER RISKS ASSOCIATED WITH
INTERNATIONAL REVENUES AND OPERATIONS.
 
    Since we manufacture and sell our products worldwide, our business is
subject to risks associated with doing business internationally. Our revenues
from our non-U.S. operations represented approximately 69% of our total revenues
for the nine months ended September 30, 2000. We anticipate that revenue from
international operations will continue to represent a substantial portion of our
total revenues. In addition, a number of our manufacturing facilities and
suppliers are located outside the United States. Accordingly, our future results
could be harmed by a variety of factors, including:
 
    - changes in foreign currency exchange rates, which resulted in a foreign
      currency loss of $456,000 for the nine months ended September 30, 2000,
 
    - changes in a specific country's or region's political or economic
      conditions, including Western Europe, in particular,
 
    - potentially negative consequences from changes in tax laws affecting our
      ability to expatriate profits,
 
    - difficulty in staffing and managing widespread operations, and
 
    - unfavorable labor regulations applicable to our European operations, such
      as the unenforceability of non-competition agreements in the United
      Kingdom.
 
WE MAY LOSE MONEY WHEN WE EXCHANGE FOREIGN CURRENCY RECEIVED FROM INTERNATIONAL
REVENUES INTO U.S. DOLLARS.
 
    For the nine months ended September 30, 2000, approximately 69% of our
business was conducted in currencies other than the U.S. dollar, which is our
reporting currency. As a result, currency
 
                                       10

<PAGE>
fluctuations among the U.S. dollar and the currencies in which we do business
have caused and will continue to cause foreign currency transaction gains and
losses. Currently, we attempt to manage foreign currency risk through the
matching of assets and liabilities. In the future, we may undertake to manage
foreign currency risk through additional hedging methods. We recognize foreign
currency gains or losses arising from our operations in the period incurred. We
cannot guarantee that we will be successful in managing foreign currency risk or
in predicting the effects of exchange rate fluctuations upon our future
operating results because of the number of currencies involved, the variability
of currency exposure and the potential volatility of currency exchange rates.
 
IF WE ENGAGE IN ANY ACQUISITION, WE WILL INCUR A VARIETY OF COSTS, AND MAY NEVER
REALIZE THE ANTICIPATED BENEFITS OF THE ACQUISITION.
 
    Our business strategy includes the future acquisition of businesses,
technologies, services or products that we believe are a strategic fit with our
business. If we do undertake any acquisition, the process of integrating an
acquired business, technology, service or product may result in unforeseen
operating difficulties and expenditures and may absorb significant management
attention that would otherwise be available for ongoing development of our
business. Moreover, we may fail to realize the anticipated benefits of any
acquisition. Future acquisitions could reduce your ownership and could cause us
to incur debt, expose us to future liabilities and result in amortization
expenses related to goodwill and other intangible assets.
 
IF WE FAIL TO RETAIN OUR KEY PERSONNEL AND HIRE, TRAIN AND RETAIN QUALIFIED
EMPLOYEES, WE MAY NOT BE ABLE TO COMPETE EFFECTIVELY, WHICH COULD RESULT IN
REDUCED REVENUE.
 
    Our success is highly dependent on the continued services of key management,
technical and scientific personnel. Our management and other employees may
voluntarily terminate their employment with us at any time upon short notice.
The loss of the services of any member of our senior management team, including
our Chief Executive Officer, Chane Graziano, and our President, David Green, or
any of our technical or scientific staff may significantly delay or prevent the
achievement of product development and other business objectives. We maintain
key person life insurance on Messrs. Graziano and Green. Our future success will
also depend on our ability to identify, recruit and retain additional qualified
scientific, technical and managerial personnel. Competition for qualified
personnel in the technology area is intense, and we operate in several
geographic locations where labor markets are particularly competitive, including
Boston, Massachusetts and London and Cambridge, England, and where demand for
personnel with these skills is extremely high and is likely to remain high. As a
result, competition for qualified personnel is intense, particularly in the
areas of information technology, engineering and science and the process of
hiring suitably qualified personnel is often lengthy. If we are unable to hire
and retain a sufficient number of qualified employees, our ability to conduct
and expand our business could be seriously reduced.
 
WE PLAN SIGNIFICANT GROWTH, AND THERE IS A RISK THAT WE WILL NOT BE ABLE TO
MANAGE THIS GROWTH.
 
    Our success will depend on the expansion of our operations. Effective growth
management will place increased demands on our management, operational and
financial resources. To manage our growth, we must expand our facilities,
augment our operational, financial and management systems, and hire and train
additional qualified personnel. Our failure to manage this growth effectively
could impair our ability to generate revenue or could cause our expenses to
increase more rapidly than revenue, resulting in operating losses.
 
OUR EXISTING STOCKHOLDERS WILL HAVE SUBSTANTIAL INFLUENCE OVER MATTERS REQUIRING
A STOCKHOLDER VOTE.
 
    Following the completion of this offering, our current stockholders will
beneficially own or control approximately 74% of the outstanding shares of our
common stock. If all of these stockholders were to
 
                                       11

<PAGE>
vote together as a group, they would have the ability to elect our board of
directors and control the outcome of stockholder votes, including votes
concerning by-law amendments and possible mergers, corporate control contests
and other significant corporate transactions. In addition, this concentration of
ownership may delay or prevent a change of control of our company at a premium
price if these stockholders oppose it. The interests of these stockholders may
not always coincide with our interests as a company or the interests of other
stockholders.
 
BECAUSE OUR STOCK PRICE IS LIKELY TO BE HIGHLY VOLATILE, OUR STOCK PRICE COULD
EXPERIENCE SUBSTANTIAL DECLINES AND OUR MANAGEMENT'S ATTENTION MAY BE DIVERTED
FROM MORE PRODUCTIVE TASKS.
 
    The market price of our common stock is likely to be volatile and could
decline, perhaps substantially, following this offering in response to various
factors, many of which are beyond our control, including:
 
    - technological innovations by competitors or in competing technologies,
 
    - revenues and operating results fluctuating or failing to meet the
      expectations of securities analysts or investors in any quarter,
 
    - downward revisions in securities analysts' estimates,
 
    - conditions or trends in the biotechnology and pharmaceutical industries,
 
    - announcements by us of significant acquisitions or financings or changes
      in strategic partnerships, and
 
    - a decrease in the demand for our common stock.
 
    In addition, the stock market in general, and the Nasdaq National Market and
the biotechnology industry market in particular, have experienced significant
price and volume fluctuations that at times have been unrelated or
disproportionate to the operating performance of those companies. These broad
market and industry factors may seriously harm the market price of our common
stock, regardless of our operating performance. In the past, securities class
action litigation has often been instituted following periods of volatility in
the market price of a company's securities. A securities class action suit
against us could result in substantial costs, potential liabilities and the
diversion of our management's attention and resources.
 
PROVISIONS OF DELAWARE LAW AND OF OUR CHARTER AND BY-LAWS MAY MAKE A TAKEOVER
MORE DIFFICULT WHICH COULD CAUSE OUR STOCK PRICE TO DECLINE.
 
    Provisions in our certificate of incorporation and by-laws and in the
Delaware corporate law may make it difficult and expensive for a third party to
pursue a tender offer, change in control or takeover attempt which is opposed by
our management and board of directors. Public stockholders who might desire to
participate in such a transaction may not have an opportunity to do so. We also
have a staggered board of directors which makes it difficult for stockholders to
change the composition of the board of directors in any one year. These
anti-takeover provisions could substantially impede the ability of public
stockholders to change our management and board of directors. Such provisions
may also limit the price that investors might be willing to pay for shares of
our common stock in the future.
 
FAILURE TO RAISE ADDITIONAL CAPITAL OR GENERATE THE SIGNIFICANT CAPITAL
NECESSARY TO EXPAND OUR OPERATIONS AND INVEST IN NEW PRODUCTS COULD REDUCE OUR
ABILITY TO COMPETE AND RESULT IN LOWER REVENUE.
 
    We anticipate that our existing capital resources and the net proceeds from
this offering will enable us to maintain currently planned operations for at
least the next two years. However, we premise this expectation on our current
operating plan, which may change as a result of many factors, including market
acceptance of our new products and future opportunities with collaborators.
 
                                       12

<PAGE>
Consequently, we may need additional funding sooner than anticipated. Our
inability to raise capital could seriously harm our business and product
development efforts.
 
    If we raise additional funds through the sale of equity or convertible debt
or equity-linked securities, your percentage ownership in the company will be
reduced. In addition, these transactions may dilute the value of our outstanding
stock. We may issue securities that have rights, preferences and privileges
senior to our common stock. If we raise additional funds through collaborations
or licensing arrangements, we may relinquish rights to certain of our
technologies or products, or grant licenses to third parties on terms that are
unfavorable to us. We may be unable to raise additional funds on terms
acceptable to us. If future financing is not available to us or is not available
on terms acceptable to us, we may have to curtail or cease operations.
 
SHARES ELIGIBLE FOR PUBLIC SALE AFTER THIS OFFERING COULD ADVERSELY AFFECT OUR
STOCK PRICE.
 
    The market price of our common stock could decline as a result of sales of
shares by our existing stockholders after this offering, or the perception that
such sales will occur. These sales also might make it difficult for us to sell
equity securities in the future at a time and at a price that we deem
appropriate. After this offering, we will have 24,782,422 shares of common stock
outstanding. Of these shares, all of the shares sold in this offering will be
freely tradeable. All of our existing stockholders have executed lock-up
agreements. Those lock-up agreements restrict all of our existing stockholders
from selling, pledging or otherwise disposing of their shares for a period of
180 days after the date of this prospectus without the prior written consent of
Thomas Weisel Partners LLC. However, Thomas Weisel Partners LLC may, in its sole
discretion, release all or any portion of the common stock from the restrictions
of the lock-up agreements. In addition, after this offering, we also intend to
register 3,750,000 shares of common stock for issuance under our 2000 Stock
Option and Incentive Plan and 500,000 shares under our Employee Stock Purchase
Plan.
 
WE WILL HAVE BROAD DISCRETION AS TO THE USE OF THE PROCEEDS FROM THIS OFFERING
AND MAY USE THE PROCEEDS IN A MANNER WITH WHICH YOU DISAGREE.
 
    Our board of directors and our management will have broad discretion over
the use of the net proceeds of this offering. You may disagree with the judgment
of our board of directors and our management regarding the application of the
proceeds of this offering. We intend to use a majority of the proceeds from this
offering for payment of existing debt, redemption of our series A preferred
stock, working capital and general corporate purposes and to fund potential
acquisitions, if any. Because of the number and variability of factors that
determine our use of the net proceeds from this offering, we cannot assure you
that our actual use will not vary substantially from our currently planned uses.
Initially, we intend to invest the net proceeds from this offering in income
producing, investment grade securities.
 
FUTURE ISSUANCE OF OUR PREFERRED STOCK MAY DILUTE THE RIGHTS OF OUR COMMON
STOCKHOLDERS.
 
    Our board of directors has the authority to issue up to 5,000,000 shares of
preferred stock and to determine the price, privileges and other terms of these
shares. The board of directors may exercise this authority without any further
approval of our stockholders. The rights of the holders of common stock may be
adversely affected by the rights of future holders of our preferred stock.
 
YOU WILL NOT RECEIVE CASH DIVIDENDS ON YOUR INVESTMENT IN OUR COMMON STOCK.
 
    We intend to retain all of our earnings to finance the development and
expansion of our business and do not anticipate paying any cash dividends in the
foreseeable future. Moreover, our ability to declare and pay cash dividends on
our common stock is restricted by covenants in our senior credit
 
                                       13

<PAGE>
facility and in the indenture governing our senior subordinated notes. As a
result, capital appreciation, if any, of our common stock will be your sole
source of gain for the foreseeable future.
 
AN ACTIVE TRADING MARKET FOR OUR COMMON STOCK MAY NOT DEVELOP.
 
    Prior to this offering, there has been no public market for our common
stock. Although we expect our common stock to be quoted on the Nasdaq National
Market, an active trading market for our shares may not develop or be sustained
following this offering. You may not be able to resell your shares at prices
equal to or greater than the initial public offering price. The initial public
offering price will be determined through negotiations between us and the
underwriters and may not be indicative of the market price for these shares
following this offering. You should read "Underwriting" for a discussion of the
factors to be considered in determining the initial public offering price.
 
                                       14

<PAGE>
                INFORMATION REGARDING FORWARD-LOOKING STATEMENTS
 
    This prospectus contains forward-looking statements. The forward-looking
statements are principally contained in the sections on "Prospectus Summary,"
"Business" and "Management's Discussion and Analysis of Financial Condition and
Results of Operations." These statements involve known and unknown risks,
uncertainties and other factors which may cause our actual results, performance
or achievements to be materially different from any future results, performance
or achievements expressed or implied by the forward-looking statements.
Forward-looking statements include, but are not limited to:
 
    - our business strategy,
 
    - the market opportunity for our products, including the willingness of our
      customers to expand proteomics and ADMET investments,
 
    - our plans for hiring additional personnel,
 
    - our estimates regarding our capital requirements and our needs for
      additional financing, and
 
    - our plans, objectives, expectations and intentions contained in this
      prospectus that are not historical facts.
 
    In some cases, you can identify forward-looking statements by terms such as
"may," "will," "should," "could," "would," "expects," "plans," "anticipates,"
"believes," "estimates," "projects," "predicts," "intends," "potential" and
similar expressions intended to identify forward-looking statements. These
statements reflect our current views with respect to future events and are based
on assumptions and subject to risks and uncertainties. Given these
uncertainties, you should not place undue reliance on these forward-looking
statements. We discuss many of these risks in greater detail under the heading
"Risk Factors." Also, these forward-looking statements represent our estimates
and assumptions only as of the date of this prospectus.
 
    You should read this prospectus completely and with the understanding that
our actual future results may be materially different from what we expect. We
may not update these forward-looking statements, even though our situation may
change in the future, unless we have obligations under the Federal securities
laws to update and disclose material developments related to previously
disclosed information. We qualify all of our forward-looking statements by these
cautionary statements.
 
                                       15

<PAGE>

                                USE OF PROCEEDS
 
    We estimate that the net proceeds we will receive from the sale of 6,250,000
shares of common stock will be approximately $68.3 million, or approximately
$78.7 million if the underwriters fully exercise their over-allotment option, at
the assumed offering price of $12.00 per share, in each case after deducting
estimated underwriting discounts, commissions and offering expenses payable by
us. We will not receive any proceeds from the sale of shares by our president as
a selling stockholder in this offering.
 
    The principal purposes of this offering are as follows:
 
    - to permit us to repay approximately $665,000 in subordinated debt and
      $9.6 million under our credit facility,
 
    - to permit us to redeem our series A redeemable preferred stock at a cost
      of approximately $1.5 million,
 
    - to provide us with funds to complete potential acquisitions and enhance
      our ability to use our common stock as consideration for potential
      acquisitions,
 
    - to increase our equity capital and facilitate our future access to public
      equity markets,
 
    - to increase our working capital, and
 
    - to increase funds available for general corporate purposes.
 
    Except for the payment of existing debt and the redemption of preferred
stock listed above, the use of proceeds has not been specifically identified or
allocated due to the flexible nature of our planning process and the constantly
changing nature of our industry. We will retain broad discretion in the
allocation and use of the net proceeds of this offering. Pending the uses
described above, we intend to invest the remaining net proceeds from this
offering in short-term, investment grade, interest-bearing securities.
 
    Our subordinated debt bears interest at an annual rate of 13.0% and matures
upon the consummation of this offering. All of the subordinated debt will be
retired out of the proceeds of this offering.
 
    Our credit facility consists of two term loans and a revolving credit line.
One term loan and the revolving line of credit mature in January 2002. The other
term loan matures in June 2004. The interest rate for the credit facility is
equal to our lender's base rate plus 1.0%. This interest rate was 10.5% at
October 15, 2000. In July 2000, we increased our borrowings under our credit
facility by $2.5 million to finance the acquisition of AmiKa Corporation. All of
our outstanding indebtedness under our credit facility will be repaid out of the
proceeds of this offering.
 

                                DIVIDEND POLICY
 
    We have never declared or paid dividends on our common stock in the past and
do not intend to pay dividends on our common stock in the foreseeable future.
Any future determination to pay dividends will be at the discretion of our board
of directors and will depend on our financial condition, results of operations,
capital requirements and other factors the board of directors deems relevant. In
addition, our existing credit facility does not permit us to pay cash dividends,
and any future credit facilities may not permit us to pay cash dividends.
 
                                       16

<PAGE>

                                 CAPITALIZATION
 
    The following table describes our capitalization as of September 30, 2000:
 
    - on an actual basis assuming the filing of an amended certificate of
      incorporation to increase the number of authorized shares of common stock,
 
    - on a pro forma basis to give effect to the conversion of all outstanding
      shares of convertible preferred stock into an aggregate of 955,935 shares
      of common stock, the exercise of all outstanding warrants for an aggregate
      of 8,509,905 shares of common stock upon the closing of this offering and
      the filing of our amended and restated certificate of incorporation prior
      to the effective date of this offering, and
 
    - on a pro forma as adjusted basis to reflect the sale of 6,250,000 shares
      of common stock by us in this offering at an assumed initial offering
      price of $12.00 per share, after deducting estimated underwriting
      discounts, commissions and offering expenses payable by us and the
      application of the net proceeds therefrom.
 

<TABLE>
<CAPTION>
                                                                   AS OF SEPTEMBER 30, 2000
                                                              -----------------------------------
                                                                                       PRO FORMA
                                                               ACTUAL     PRO FORMA   AS ADJUSTED
                                                              ---------   ---------   -----------
                                                               (IN THOUSANDS, EXCEPT SHARE DATA)
<S>                                                           <C>         <C>         <C>
Series A redeemable preferred stock, par value $0.01 per
  share; 469,300 shares authorized, issued and outstanding,
  actual; 469,300 shares authorized, issued and outstanding,
  pro forma and no shares issued and outstanding pro forma
  as adjusted...............................................  $   1,500   $   1,500    $      --
Series B convertible preferred stock, par value $0.01 per
  share; 48,500 shares authorized, issued and outstanding,
  actual; no shares authorized, issued and outstanding, pro
  forma and pro forma as adjusted...........................      1,000          --           --
                                                              ---------   ---------    ---------
  Total preferred stock.....................................  $   2,500   $   1,500           --
                                                              ---------   ---------    ---------
Common stock warrants.......................................    102,115          --           --
                                                              ---------   ---------    ---------
 
Undesignated preferred stock, par value $0.01 per share;
  82,200 shares authorized, no shares issued and
  outstanding, actual; 5,000,000 shares authorized, no
  shares issued and outstanding, pro forma and pro forma as
  adjusted..................................................         --          --           --
Common stock, par value $0.01 per share; 80,000,000 shares
  authorized, 13,727,365 shares issued and outstanding,
  actual; 80,000,000 shares authorized, 23,193,210 shares
  issued and outstanding pro forma; 80,000,000 shares
  authorized, 29,443,210 shares issued and outstanding, pro
  forma as adjusted.........................................        137         232          294
Additional paid-in capital..................................     18,132     121,157      189,345
Treasury stock..............................................       (668)       (668)        (668)
Notes receivable............................................     (1,548)     (1,548)      (1,548)
Retained earnings (accumulated deficit).....................   (112,358)   (112,358)    (112,358)
Accumulated other comprehensive income (loss)...............       (713)       (713)        (713)
                                                              ---------   ---------    ---------
  Total stockholders' equity................................    (97,018)      6,102       74,352
                                                              ---------   ---------    ---------
    Total capitalization....................................  $   7,597   $   7,602    $  74,352
                                                              =========   =========    =========
</TABLE>

 
    The above table excludes 598,612 shares of common stock issuable upon
exercise of stock options outstanding as of September 30, 2000 at a weighted
average exercise price of $1.00 per share. The above table also assumes no
exercise of the underwriters' over-allotment option.
 
                                       17

<PAGE>
                                    DILUTION
 
    Our pro forma net tangible book value as of September 30, 2000, was
approximately $(3.0) million, or $(0.19) per share of common stock. Pro forma
net tangible book value per share represents the amount of our total pro forma
tangible assets less total liabilities divided by the pro forma number of shares
of common stock outstanding. After giving effect to the issuance and sale by us
of 6,250,000 shares of common stock offered by this prospectus at an assumed
initial offering price of $12.00 per share and after deducting estimated
underwriting discounts, commissions and offering expenses payable by us, our pro
forma net tangible book value as of September 30, 2000 would have been $65
million, or $2.63 per share. This represents an immediate increase in the pro
forma net tangible book value of $2.82 per share to existing stockholders and an
immediate dilution of $9.37 per share to new stockholders in this offering
illustrated by the following table:
 

<TABLE>
<S>                                                         <C>      <C>
Assumed initial public offering price per share...........           $  12.00
 
  Pro forma net tangible book value per share before this
    offering..............................................  $(0.19)
 
  Increase per share attributable to new stockholders.....    2.82
                                                            ------
 
Pro forma net tangible book value per share after the
  offering................................................               2.63
                                                                     --------
 
Dilution per share to new investors.......................           $   9.37
                                                                     ========
</TABLE>

 
    The following table sets forth on a pro forma basis as of September 30,
2000, the number of shares of common stock purchased from us, the total
effective cash consideration and the average price per share paid and to be paid
by existing and new stockholders before deducting underwriting discounts,
commissions and offering expenses payable by us:
 

<TABLE>
<CAPTION>
                           SHARES PURCHASED          TOTAL CONSIDERATION
                         ---------------------      ----------------------      AVERAGE PRICE
                           NUMBER     PERCENT         AMOUNT      PERCENT         PER SHARE
                         ----------   --------      -----------   --------      -------------
<S>                      <C>          <C>           <C>           <C>           <C>
Existing
  stockholders.........  18,532,422      74.8%      $ 2,558,106      3.3%          $ 0.14
New stockholders.......   6,250,000      25.2        75,000,000     96.7            12.00
                         ----------    ------       -----------    -----
    Total..............  24,782,422     100.0%      $77,558,106    100.0%
                         ==========    ======       ===========    =====
</TABLE>

 
    The foregoing discussion and tables assume no issuance of shares by us
pursuant to the underwriters' over-allotment option and no exercise of any stock
options outstanding. As of September 30, 2000, there were options outstanding to
purchase a total of approximately 598,612 shares of common stock with a weighted
average exercise price of $1.00 per share. To the extent that any of these
options are exercised, your investment will be further diluted. In addition, we
may grant more options in the future under our stock plans.
 
                                       18

<PAGE>
                            SELECTED FINANCIAL DATA
 
    You should read the following selected consolidated financial data in
conjunction with "Management's Discussion and Analysis of Financial Condition
and Results of Operations" and our consolidated financial statements and related
notes included elsewhere in this prospectus. The statement of operations data
for the years ended December 31, 1997, 1998 and 1999 and for the nine-month
period ended September 30, 2000 and the balance sheet data at December 31, 1998
and 1999 and September 30, 2000 are derived from our audited consolidated
financial statements appearing elsewhere in this prospectus. The balance sheet
data at December 31, 1997 and 1996, and the statement of operations data for
the period from March 15, 1996 to December 31, 1996 are derived from our audited
consolidated financial statements not included in this prospectus. The statement
of operations data for the year ended December 31, 1995 and for the period from
January 1, 1996 to March 14, 1996 and the balance sheet data at December 31,
1995 represents data of a predecessor company and are derived from their
unaudited consolidated financial statements not included in this prospectus. The
interim statement of operations data for the nine-month period ended
September 30, 1999 are derived from our unaudited consolidated interim financial
statements appearing elsewhere in this prospectus which, in the opinion of
management, have been prepared on the same basis as the audited consolidated
financial statements and reflect all adjustments necessary for a fair
presentation of that data. The data for the nine-month period ended
September 30, 2000 are not necessarily indicative of results for the year ending
December 31, 2000 or any future period.

<TABLE>
<CAPTION>
                                                       PREDECESSOR
                                                         COMPANY
                                                     FOR THE PERIOD    FOR THE PERIOD FROM
                                                     FROM JANUARY 1,   INCEPTION MARCH 15,
                               PREDECESSOR COMPANY       1996 TO              1996
                                FISCAL YEAR ENDED       MARCH 14,        TO DECEMBER 31,
                                DECEMBER 31, 1995         1996                1996
                               -------------------   ---------------   -------------------
                                   (UNAUDITED)         (UNAUDITED)
                                     (IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
<S>                            <C>                   <C>               <C>
STATEMENT OF OPERATIONS DATA:
Revenues.....................       $   10,032          $    1,989         $    8,198
Cost of goods sold...........            5,286               1,059              4,080
Stock compensation expense...               --                  --                 --
                                    ----------          ----------         ----------
    Gross profit.............            4,746                 930              4,118
General and administrative
  expense....................            2,435                 487              1,834
Marketing and selling
  expense....................            1,469                 232              1,058
Research and development.....              348                  91                249
Amortization of goodwill.....               --                  --                 --
Stock compensation expense...               --                  --                 --
                                    ----------          ----------         ----------
    Operating income
    (loss)...................              494                 120                977
                                    ----------          ----------         ----------
Other (expense) income:
  Foreign currency (loss)
  gain.......................               23                  (4)               108
  Common stock warrant
  interest expense...........               --                  --                 --
  Interest expense, net......             (472)                (90)              (177)
  Amortization of deferred
  financing costs............               --                  --                 --
  Other......................              (85)               (135)               (10)
                                    ----------          ----------         ----------
    Other expense, net.......             (534)               (229)               (79)
                                    ----------          ----------         ----------
    (Loss) income before
    income taxes.............              (40)               (109)               898
Income taxes.................               85                  --                362
                                    ----------          ----------         ----------
    Net (loss) income........       $     (125)         $     (109)        $      536
Preferred stock dividends....               --                  --                (97)
                                    ----------          ----------         ----------
    Net (loss) income
      available to common
      shareholders...........       $     (125)         $     (109)        $      439
                                    ==========          ==========         ==========
(Loss) income per share:
  Basic......................       $    (0.01)         $    (0.01)        $     0.04
                                    ==========          ==========         ==========
  Diluted....................       $    (0.01)         $    (0.01)        $     0.02
                                    ==========          ==========         ==========
Weighted average common shares:
  Basic......................       10,259,410          10,259,410         10,259,410
                                    ==========          ==========         ==========
  Diluted....................       10,259,410          10,259,410         20,241,145
                                    ==========          ==========         ==========
 
<CAPTION>
 
                                 FISCAL YEAR ENDED DECEMBER 31,     NINE MONTHS ENDED SEPTEMBER 30,
                               ----------------------------------   -------------------------------
                                  1997        1998        1999           1999             2000
                               ----------   ---------   ---------   --------------   --------------
                                                                     (UNAUDITED)
                                         (IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
<S>                            <C>          <C>         <C>         <C>              <C>
STATEMENT OF OPERATIONS DATA:
Revenues.....................  $   11,464   $  12,154   $  26,178     $  18,470        $  22,069
Cost of goods sold...........       5,128       5,351      13,547         9,359           11,462
Stock compensation expense...          --          --          --            --              151
                               ----------   ---------   ---------     ---------        ---------
    Gross profit.............       6,336       6,803      12,631         9,111           10,456
General and administrative
  expense....................       2,338       2,317       4,147         2,927            3,733
Marketing and selling
  expense....................       1,672       1,722       2,448         1,842            2,359
Research and development.....         207         325       1,188           841            1,208
Amortization of goodwill.....          --          27         368           252              423
Stock compensation expense...          --          --       3,284           937           13,181
                               ----------   ---------   ---------     ---------        ---------
    Operating income
    (loss)...................       2,119       2,412       1,196         2,312          (10,448)
                               ----------   ---------   ---------     ---------        ---------
Other (expense) income:
  Foreign currency (loss)
  gain.......................         (96)         21         (48)           61             (456)
  Common stock warrant
  interest expense...........        (117)     (1,379)    (29,694)       (7,403)         (70,920)
  Interest expense, net......        (223)       (210)       (657)         (468)            (655)
  Amortization of deferred
  financing costs............          --          --         (63)          (44)             (56)
  Other......................         106          10         (17)          (15)              28
                               ----------   ---------   ---------     ---------        ---------
    Other expense, net.......        (330)     (1,558)    (30,479)       (7,869)         (72,059)
                               ----------   ---------   ---------     ---------        ---------
    (Loss) income before
    income taxes.............       1,789         854     (29,283)       (5,557)         (82,507)
Income taxes.................         682         783         137           649            1,354
                               ----------   ---------   ---------     ---------        ---------
    Net (loss) income........  $    1,107   $      71   $ (29,420)    $  (6,206)       $ (83,861)
Preferred stock dividends....        (122)       (122)       (157)         (115)            (123)
                               ----------   ---------   ---------     ---------        ---------
    Net (loss) income
      available to common
      shareholders...........  $      985   $     (51)  $ (29,577)    $  (6,321)       $ (83,984)
                               ==========   =========   =========     =========        =========
(Loss) income per share:
  Basic......................  $     0.13   $   (0.01)  $   (5.28)    $   (1.13)       $  (13.11)
                               ==========   =========   =========     =========        =========
  Diluted....................  $     0.06   $   (0.01)  $   (5.28)    $   (1.13)       $  (13.11)
                               ==========   =========   =========     =========        =========
Weighted average common share
  Basic......................   7,406,486   5,598,626   5,598,626     5,598,626        6,407,682
                               ==========   =========   =========     =========        =========
  Diluted....................  17,500,194   5,598,626   5,598,626     5,598,626        6,407,682
                               ==========   =========   =========     =========        =========
</TABLE>

 

<TABLE>
<CAPTION>
                                                                       AS OF DECEMBER 31,
                                                     -------------------------------------------------------         AS OF
                                                        1995         1996       1997       1998       1999     SEPTEMBER 30, 2000
                                                     -----------   --------   --------   --------   --------   ------------------
                                                     (UNAUDITED)
                                                                                    (IN THOUSANDS)
<S>                                                  <C>           <C>        <C>        <C>        <C>        <C>
BALANCE SHEET DATA:
Cash and cash equivalents..........................    $ 1,043      $1,088     $  707     $  957    $  2,396        $  2,149
Working capital....................................     (4,910)      1,677      1,698      2,205       3,783           1,025
Total assets.......................................     11,204       6,397      6,161      7,220      20,610          23,236
Long-term obligations, net of current portion......        498       1,112        829        638       5,073           5,730
Preferred stock....................................         --       1,504      1,621      1,500       2,500           2,500
Common stock warrants..............................         --          --         --      1,500      31,194         102,115
Stockholders' equity (deficit).....................      1,203         516        737        678     (25,711)        (97,018)
</TABLE>

 
                                       19

<PAGE>

                    MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                 FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 
    YOU SHOULD READ THE FOLLOWING DISCUSSION IN CONJUNCTION WITH OUR
CONSOLIDATED FINANCIAL STATEMENTS, THE RELATED NOTES AND OTHER FINANCIAL
INFORMATION APPEARING ELSEWHERE IN THIS PROSPECTUS.
 
OVERVIEW
 
    We are a provider of innovative, enabling tools for drug discovery research
at pharmaceutical and biotechnology companies, universities and government
research laboratories. We focus on two critical bottlenecks in the drug
discovery process, proteomics during the target validation stage of the drug
discovery process and ADMET screening during the secondary screening stage of
the drug discovery process. Our proteomics products consist of tools that allow
our customers to purify and analyze proteins. Our ADMET screening products are
tools that enable our customers to test drug candidates to determine their
absorption, distribution, metabolism, elimination and toxicology properties
prior to conducting costly clinical trials.
 
    In providing tools for drug discovery generally, we have established a
significant base business and have achieved brand recognition through our sale
of precision pumps, ventilators and tissue/organ systems. Since our
reorganization in 1996, we have built upon our base business and brand
recognition by adding new technologies within the areas of proteomics and ADMET
screening. Specifically, we have acquired the following product lines,
businesses and technologies:
 
    - In June 1998, we acquired products for cell injection systems from Medical
      Systems Corporation for $1.0 million in cash,
 
    - In March 1999, we acquired Biochrom, which develops and manufactures
      DNA/RNA/protein calculators, spectrophotometers, amino acid analyzers and
      related consumables in the United Kingdom, from Pharmacia Biotech
      (Biochrom) Ltd for $7.0 million in cash,
 
    - In March 1999, we entered into an exclusive license for the technology
      underlying our ScanTox in vitro toxicology testing product for $25,000 in
      cash and ongoing royalties and licensing fee payments,
 
    - In September 1999, we acquired products for intracellular research from
      Clark Electromedical Instruments for $349,000 in cash,
 
    - In November 1999, we acquired our NaviCyte diffusion chamber systems
      product for drug absorption testing from a subsidiary of Trega Biosciences
      for $390,000 in cash and future royalties,
 
    - In November 1999, we acquired substantially all the assets and certain
      liabilities of Hugo Sachs Elektronik, consisting primarily of products for
      organ testing, for $568,000 in cash,
 
    - In May 2000, we acquired certain assets of Biotronik, consisting primarily
      of products for amino acid analysis, for $469,000 in cash, and
 
    - In July 2000, we acquired substantially all the assets of AmiKa
      Corporation consisting of purification tips, spin columns, a 96 well drug
      binding assay and related technology and intellectual property for
      $3.1 million in cash.
 
    We have also entered into a non-binding letter of intent to acquire
substantially all the assets and certain liabilities of a company that produces
tools for toxicity testing. The non-binding letter of intent provides for an
initial cash payment of $200,000, a second cash payment of $100,000
approximately one month following the initial cash payment and additional
contingent payments and royalty payments based on future sales of the acquired
products. This non-binding letter of intent will expire on
 
                                       20

<PAGE>
December 15, 2000. We are working to complete this acquisition by that date
although we cannot be certain that this acquisition will be completed by that
date or at all.
 
    REVENUES.  We generate revenues by selling instruments, devices and
consumables through our catalog, our distributors and our website. Every two to
three years, we intend to distribute a new, comprehensive catalog initially in a
series of bulk mailings, first to our existing customers, followed by mailings
to targeted markets of potential customers. Distribution will then made
periodically to potential and existing customers through direct mail and trade
shows and in response to telephone inquiries over the life of this catalog. From
time to time, we also intend to distribute catalog supplements that promote
selected areas of our catalog or new products to targeted subsets of our
customer base. Future distributions of our comprehensive catalog and our catalog
supplements will be determined primarily by the incidence of new product
introductions, which cannot be predicted. Our customers are end user research
scientists at pharmaceutical and biotechnology companies, universities and
government laboratories. Revenue from catalog sales in any period is a function
of time elapsed since the last mailing of the catalog, the number of catalogs
mailed and the number of new items included in the catalog. Catalog sales tend
to increase immediately following a mailing and level off or decline slightly
from the increased level until the next mailing, which repeats the cycle. For
the nine months ended September 30, 2000, approximately 82% of our revenues were
derived from products we manufacture. The remaining 18% of our revenues were
derived from complementary products we distribute in order to provide
researchers with a single source for all equipment needed to conduct a
particular experiment. Approximately one-half of our revenues are derived
through catalog sales and through reference to our website, which is an
electronic version of our catalog. We do not currently have the capability to
accept purchase orders through our website. For the nine months ended
September 30, 2000, approximately 69% of our revenues were derived from sales
made by our non-U.S. operations. A majority of our international sales during
this period consisted of sales to Amersham Pharmacia Biotech, the distributor
for our spectrophotometers and amino acid analyzers. Amersham Pharmacia Biotech
distributes these products to customers around the world from its distribution
center in Upsalla, Sweden, including to many customers located in the United
States. As a result, we believe our international sales would have been less as
a percentage of our revenues for the nine months ended September 30, 2000 than
indicated above if we had shipped our products directly to their end users.
 
    COST OF GOODS SOLD.  Cost of goods sold includes material, labor and
manufacturing overhead costs, obsolescence charges, packaging costs, warranty
costs, shipping charges and royalties. Our costs of goods sold may vary over
time based on the mix of products sold. We sell products that we manufacture and
products that we purchase from third parties. The products that we purchase from
third parties have lower margins because the profit is effectively shared with
the original manufacturer. For the nine months ended September 30, 2000, our
manufactured products had lower cost of goods sold. We anticipate that our
manufactured products will continue to have a lower cost of goods sold for the
forseeable future.
 
    GENERAL AND ADMINISTRATIVE EXPENSE.  General and administrative expense
consists primarily of salaries and other related costs for personnel in
executive, finance, accounting, information technology and human relations
functions. Other costs include facility costs, professional fees for legal and
accounting services, and provision for doubtful accounts.
 
    SALES AND MARKETING EXPENSE.  Sales and marketing expense consists primarily
of salaries and related expenses for personnel in sales, marketing and customer
support functions. We also incur costs for trade shows, demonstration equipment,
public relations and marketing materials, consisting primarily of the printing
and distribution of our 1,000 page catalog and the maintenance of our web site.
We may from time to time in the future expand our marketing efforts by employing
additional
 
                                       21

<PAGE>
technical marketing specialists in an effort to increase sales of selected
categories of products in our catalog.
 
    RESEARCH AND DEVELOPMENT EXPENSE.  Research and development expense consists
primarily of salaries and related expenses for personnel and capital resources
used to develop and enhance our products. Other research and development expense
includes fees paid to consultants and outside service providers, and material
costs for prototype and test units. We expense research and development costs as
incurred. We believe that significant investment in product development is a
competitive necessity and plan to continue this investment in order to realize
the potential of our new technologies for proteomics and ADMET.
 
    STOCK COMPENSATION EXPENSE.  Stock compensation resulting from stock option
grants to our employees represents the difference between the fair market value
and the exercise price of the stock options on the date the stock options were
granted for those options that are considered fixed awards. Stock compensation
expense is also recorded for stock option grants that were considered variable
awards as the number of shares to be acquired by employees was indeterminable at
the date of grant. Deferred compensation on fixed awards is amortized as a
charge to operations over the vesting period of the options. Based on grants in
2000, we incurred deferred compensation of $9.9 million and recognized deferred
compensation expense of $3.3 million for the nine months ended September 30,
2000.
 
    Since our reorganization in 1996, we have experienced substantial revenue
growth. In the future we intend to introduce new products for proteomics and
ADMET research that support emerging and potentially large markets. In order to
support the anticipated growth of these new products, we may expand our product
development and sales and marketing activities. In the event we pursue
activities which increase our product development and sales and marketing
expenses, operating results will be adversely affected if revenues do not
increase proportionately. If revenues are below expectations, our business,
operating results and financial condition are likely to be materially and
adversely affected. Net income may be disproportionately affected by a reduction
in revenues as a relatively smaller amount of our expenses vary with changes in
our revenues. As a result, we believe that period-to-period comparisons of our
results of operations are not necessarily meaningful and should not be relied
upon as indications of future performance.
 
NINE MONTHS ENDED SEPTEMBER 30, 2000 COMPARED TO NINE MONTHS ENDED
  SEPTEMBER 30, 1999
 
    REVENUES.  Revenues increased $3.6 million, or 20%, to $22.1 million in 2000
from $18.5 million in 1999. Excluding the impact of changes in foreign currency
exchange rates, revenues based on 1999 rates would have been approximately
$22.8 million in 2000. Approximately $1.1 million of the $3.6 million increase,
or 31%, was attributable to the full period effect of revenues from the
acquisition of our Biochrom subsidiary in March 1999 net of exchange rate
effects of $508,000. The balance of the increase was attributable to
$2.5 million of revenue from product line acquisitions made in the second half
of 1999 partially offset by the cyclical nature of catalog sales of traditional
products. During the year preceding the mailing of a new catalog in April 2000,
traditional products were not promoted because we were concentrating on the
acquisition of new products or businesses as well as the development of the new
catalog to include these newly acquired products. This new catalog was the first
new, comprehensive catalog produced since April 1997.
 
    COST OF GOODS SOLD.  Cost of goods sold increased $2.1 million, or 23%, to
$11.5 million in 2000 from $9.4 million in 1999. The increase in cost of goods
sold as a percentage of revenues was due to slightly higher cost of goods sold
on acquired product lines and for our Biochrom subsidiary acquired in
March 1999. Our Biochrom subsidiary experiences lower revenues and
correspondingly lower general and administration and sales and marketing
expenses relative to cost of goods sold as a consequence of marketing its
products primarily through a distributor.
 
                                       22

<PAGE>
    GENERAL AND ADMINISTRATIVE EXPENSE.  General and administrative expense
increased $807,000, or 28%, to $3.7 million in 2000 from $2.9 million in 1999
due primarily to the full period effect of Biochrom as well as increased support
for operations.
 
    SALES AND MARKETING EXPENSE.  Sales and marketing expense increased
$517,000, or 28%, to $2.4 million in 2000 from $1.8 million in 1999. The
increase was primarily due to expenses of acquisitions as well as the addition
of marketing personnel and additional catalog costs. As a percentage of
revenues, marketing and sales expense was 11% in 2000 and 10% in 1999. This
increasing percentage reflects the addition of marketing personnel to promote
newly acquired technology. In the future we may add employees to expand selected
categories of our catalog as well as to expand the capabilities of our web site
and integrate it into our business planning and processes.
 
    RESEARCH AND DEVELOPMENT EXPENSE.  Research and development spending
increased $367,000, or 44%, to $1.2 million in 2000 from $841,000 in 1999. The
increase in research and development expense resulted from expenses of
acquisitions, spending on product enhancement and new product development,
primarily on ScanTox in vitro toxicology testing and other core technology. As a
percentage of revenues, research and development expense was 6% in 2000 and 5%
in 1999. This increasing percentage reflects expanded efforts on ADMET testing
products.
 
    STOCK COMPENSATION EXPENSE.  We recorded $13.3 million of stock compensation
expense in the nine months ended September 30, 2000. In connection with the
grant of stock options to employees in 2000, we recorded deferred compensation
of approximately $3.3 million and will recognize approximately $6.6 million of
additional expense over the remaining vesting life of the options. In addition,
in the third quarter of 2000, we also recorded $10.0 million of stock
compensation expense in connection with options granted in 1996 and 1999. In
1999, we recorded $937,000 of stock compensation expense related to these 1996
and 1999 option grants.
 
    AMORTIZATION OF GOODWILL.  Amortization of goodwill was $423,000 in 2000 and
$252,000 in 1999. The increase is the result of amortizing additional goodwill
incurred in connection with our acquisitions in 2000.
 
    OTHER EXPENSE, NET.  Other expense, net, was $72.1 million in 2000 compared
to $7.9 million in 1999. Other expense, net, included a non-cash charge for
common stock warrant interest expense of $70.9 million in 2000 and $7.4 million
in 1999. This amount represents the difference between the fair value of the
warrant for financial reporting purposes and its exercise price. This liability
represents the right of warrant holders to require us to pay cash equal to the
fair market value of the warrants in exchange for the warrants, or any common
stock from the exercise of the warrants, beginning March 15, 2002. Effective
with this offering, the warrants will be exercised for common stock and the
right to be paid cash will terminate. The liability previously recorded will
become part of common stock and additional-paid-in capital, and no additional
liability will be incurred with respect to these warrants. Net interest expense
increased $186,000, or 40%, to $655,000 in 2000 from $468,000 in 1999. The
increase resulted primarily from higher debt balances in 2000, which were
incurred to finance acquisitions.
 
    INCOME TAXES.  The Company's effective income tax rates were 39% for 2000
and 33% for 1999 notwithstanding the impacts for common stock warrant interest
expense and stock compensation expense in excess of allowable tax benefits on
exercise of options, which are not deductible for income tax purposes. The
increase in the rate is principally due to certain blended higher foreign
statutory jurisdiction income tax rates. The effective income tax rates may
change compared to the remainder of each respective calendar year if operating
results differ significantly from the interim results.
 
                                       23

<PAGE>
YEAR ENDED DECEMBER 31, 1999 COMPARED TO YEAR ENDED DECEMBER 31, 1998
 
    REVENUES.  Revenues increased $14.0 million, or 115%, to $26.2 million in
1999 from $12.2 million in 1998. Approximately $12.2 million, or 87%, of the
increase was derived from the March 1999 acquisition of Biochrom. Excluding the
impact of changes in foreign currency exchange rates, revenues based on 1998
rates would have been approximately $26.3 million in 1999. Revenues from our
existing business increased $1.8 million, or 15%, to $14.0 million in 1999 from
$12.2 million in 1998. The increase was attributable to full year revenues of
$570,000 from the products acquired from Medical Systems in June 1998, increased
sales resulting from our expanded direct marketing efforts on traditional
products of $884,000, which included hiring additional marketing staff,
producing a CD-ROM of our catalog, and creating and installing an electronic
version of our catalog on our website, with the balance due to revenues from
product lines acquired in the second half of 1999.
 
    COST OF GOODS SOLD.  Cost of goods sold increased $8.2 million, or 153%, to
$13.5 million in 1999 from $5.4 million in 1998. As a percentage of revenues,
cost of goods sold increased to 52% in 1999 from 44% in 1998. The increase in
cost of goods sold in 1999 was primarily the result of the acquisition of
Biochrom. The percentage increase was also the result of Biochrom, which
experiences higher costs of goods sold as a percentage of revenues due to the
marketing of its products primarily through a distributor, which receives a
discount to the list price that is calculated to cover the distributor's costs
and profits.
 
    GENERAL AND ADMINISTRATIVE EXPENSE.  General and administration expense
increased $5.1 million, or 221%, to $7.4 million in 1999 from $2.3 million in
1998. Biochrom accounted for $1.1 million, or 22%, of the increase. Also in
1999, $3.3 million was recorded as non-cash compensation expense from options
granted in 1996. Excluding the Biochrom acquisition and the compensation
expense, expenses increased $800,000, or 35%, to $3.1 million in 1999 from
$2.3 million in 1998. The increase was due to the need to support expanding
operations. As a percentage of revenues, general and administration expense
increased to 28% in 1999 from 19% in 1998.
 
    SALES AND MARKETING EXPENSE.  Sales and marketing expense increased
$727,000, or 42%, to $2.4 million in 1999 from $1.7 million in 1998. Biochrom
accounted for $608,000, or 84%, of the increase. Excluding the Biochrom
acquisition, expenses increased $119,000, or 7%, to $1.8 million in 1999 from
$1.7 million in 1998. The increase was due to expanded direct marketing efforts
and the full year effect of support for the products acquired in June 1998. As a
percentage of revenues, sales and marketing expense decreased to 9% in 1999 from
14% in 1998. The decrease in sales and marketing expense as a percentage of
revenues was primarily due to the acquisition of Biochrom, which has lower sales
and marketing expense because those expenses are primarily borne by its
distributor.
 
    RESEARCH AND DEVELOPMENT EXPENSE.  Research and development spending
increased $863,000 in 1999, or 266%, to $1.2 million from $325,000 in 1998. The
acquisition of Biochrom contributed $577,000 to the increase. The balance of the
increase was spending for development of our newly licensed ScanTox technology
and expansion of our core drug screening products. As a percentage of revenues,
research and development expense increased to 5% in 1999 from 3% in 1998. The
increase in research and development expense as a percentage of revenues was
primarily due to Biochrom, our employment of additional engineers and increased
charges for outside services.
 
    AMORTIZATION OF GOODWILL.  Amortization of goodwill was $368,000 in 1999 and
$28,000 in 1998. The increase is the result of amortizing additional goodwill
incurred in connection with our acquisitions in 1999 and the full year effect of
the acquisition of the Medical Systems products in June 1998.
 
    OTHER EXPENSE, NET.  Other expense, net was $30.5 million in 1999 compared
to $1.6 million in 1998. Other expense, net, included a non-cash charge for
common stock warrant interest expense of $29.7 million in 1999 and $1.4 million
in 1998. Net interest expense increased $447,000, or 214%, to
 
                                       24

<PAGE>
$656,000 in 1999 from $209,000 in 1999. The increase resulted primarily from
higher debt balances in 1999, which were incurred to finance acquisitions.
 
    INCOME TAXES.  The Company's effective income tax rates were 33% for 1999
and 35% for 1998 notwithstanding the impact for common stock warrant interest
expense which is not deductible for income tax purposes. The decrease in the
rate is principally due to certain lower foreign statutory jurisdiction income
tax rates, specifically the result of the acquisition of a United Kingdom
subsidiary.
 
YEAR ENDED DECEMBER 31, 1998 COMPARED TO YEAR ENDED DECEMBER 31, 1997
 
    REVENUES.  Revenues increased $690,000, or 6%, to $12.2 million in 1998,
from $11.5 million in 1997. The increase was due to the introduction of new
products from the acquisition of Medical Systems in June 1998, which accounted
for $510,000 of the increase, as well as growth in sales of existing products,
primarily due to the issuance of two catalog supplements in 1998 compared to one
supplement issued in 1997.
 
    COST OF GOODS SOLD.  Cost of goods sold increased approximately $224,000, or
4%, to $5.4 million in 1998 from $5.1 million in 1997. As a percentage of
revenues, cost of goods sold decreased to 44% in 1998 from 45% in 1997. The
decrease was due to spreading manufacturing overhead across increased production
relating to the products acquired with the purchase of Medical Systems.
 
    GENERAL AND ADMINISTRATIVE EXPENSE.  General and administrative expense
remained constant at $2.3 million from 1997 to 1998. As a percentage of
revenues, general and administrative expense decreased to 19% in 1998 from 20%
in 1997. The decrease in general and administrative expense as a percentage of
revenues was primarily due to spreading general and administrative costs over a
greater revenue base.
 
    SALES AND MARKETING EXPENSE.  Sales and marketing expense increased $49,000,
or 3%, to $1.7 million in 1998 from $1.7 million in 1997. As a percentage of
revenues, sales and marketing expense decreased to 14% in 1998 from 15% in 1997.
The decrease in sales and marketing expense as a percentage of revenues was
primarily due to spreading sales and marketing costs over a greater revenue
base.
 
    RESEARCH AND DEVELOPMENT EXPENSE.  Research and development spending
increased $118,000, or 57%, to $325,000 in 1998 from $206,000 in 1997. The
increase in spending represented investments in product development and
enhancement of the existing family of products. As a percentage of revenues,
research and development expense increased to 3% in 1998 from 2% in 1997.
 
    AMORTIZATION OF GOODWILL.  Amortization of goodwill consisted of a charge of
$28,000 in 1998 resulting from the acquisition of Medical Systems. There was no
corresponding charge in 1997.
 
    OTHER EXPENSES, NET.  Other expenses, net were $1.6 million in 1998 compared
to $330,000 in 1997. The increase was due primarily to a charge of $1.4 million
for common stock warrant interest expense.
 
    INCOME TAXES.  The Company's effective income tax rates were 35% for 1998
and 36% for 1997 notwithstanding the impact for common stock warrant interest
expense which is not deductible for income tax purposes. The change in the tax
rate is principally due to certain tax rates in foreign jurisdictions.
 
LIQUIDITY AND CAPITAL RESOURCES
 
    Historically, we have financed our business through cash provided by
operating activities, the issuance of common and preferred stock, and bank
borrowings. Our liquidity requirements have arisen primarily from investing
activities, including funding of acquisitions, payments on outstanding
indebtedness, research and development expenditures, and capital expenditures.
As of September 30,
 
                                       25

<PAGE>
2000, we had cash of $2.1 million. Since our reorganization in March 1996, we
have raised $14.2 million, consisting of $2.5 million of preferred and common
stock and $11.7 million of debt. As of September 30, 2000, we had $6.8 million
in debt under a bank term loan, $478,000 in subordinated debt and $3.1 million
outstanding under a $3.8 million revolving credit facility.
 
    Our operating activities generated cash of $2.0 million in the first nine
months of 2000, $2.9 million in fiscal 1999, $1.8 million in fiscal 1998 and
$1.1 million in fiscal 1997. For all periods presented, operating cash flows
were primarily due to operating results, including the full-year effect of
acquisitions prior to non-cash charges, partially offset by working capital
requirements. Working capital requirements were affected by acquisitions, which
increased accounts receivable and inventory carrying amounts partially offset by
increased amounts in accounts payable and accrued expenses.
 
    Our investing activities used cash of $4.7 million in the first nine months
of 2000, $8.5 million in fiscal 1999, $1.4 million in fiscal 1998 and $653,000
in fiscal 1997. Cash has been used in the following technology and business
acquisitions:
 
    - $469,000 for Biotronik's amino acid analysis systems business in
      May 2000,
 
    - $390,000 for the NaviCyte diffusion chamber systems product line in
      November 1999,
 
    - $568,000 for Hugo Sachs Elektronik in November 1999,
 
    - $349,000 for intracellular research products from Clark Electromedical
      Instruments in September 1999,
 
    - $7.0 million for Biochrom in March 1999,
 
    - $1.0 million for Medical Systems Corporation's cell injection systems
      business in June 1998, and
 
    - $3.1 million for substantially all the assets of AmiKa Corporation in July
      2000.
 
    Our financing activities provided cash of $2.5 million for the first nine
months of 2000 and $7.0 million in fiscal 1999, and used cash of $105,000 in
fiscal 1998 and $874,000 in fiscal 1997. Financing cash flows consisted of
borrowings under a revolving credit facility, long-term debt and the issuance of
preferred stock. As of September 30, 2000, we had approximately $600,000
available under our revolving credit facility, subject to our ability to
maintain compliance with all of the covenants contained in our revolving credit
agreement. We were not in compliance with the net income covenants as of
September 30, 2000 due to non-cash stock compensation and imputed interest on
warrants. Our credit facility was amended to exclude the accounting treatment
for stock option compensation and warrant interest expense. This amendment
brought us into compliance with our credit facility and we are currently in
compliance with all of the covenants in our credit facility.
 
    Prior to 1999, we had historically generated sufficient cash flow from
operations to fund expenditures on capital equipment, debt service, equity
transactions, stock repurchases and preferred dividend payments. In 1999, in
connection with the acquisition of Biochrom, we increased our long-term
indebtedness by approximately $5.5 million and issued approximately
$1.0 million in convertible preferred stock. As a result, the level of debt
service required increased substantially compared to historical levels. Upon
completion of the offering, we intend to use a portion of the proceeds to redeem
our series A redeemable preferred stock in the amount of $1.5 million, and to
repay the bank term loan, the subordinated debt and the revolving credit
facility.
 
    Based on our operating plans, we expect that proceeds from this offering,
available cash, cash generated from operations, and cash available from our
revolving credit facility will be sufficient to finance operations and capital
expenditures for at least two years from the date of this prospectus. However,
we may use a substantial portion of the proceeds from this offering to
accelerate product development, expand our sales and marketing activities or
consummate acquisitions, although we have no current plans in this regard.
Therefore, we may need to raise additional capital, which may be
 
                                       26

<PAGE>
dilutive to existing stockholders. The additional capital may not be available
on acceptable terms or at all. Accordingly, there can be no assurance that we
will be successful in raising additional capital.
 
IMPACT OF FOREIGN CURRENCIES
 
    We sell our products in many countries and a substantial portion of our
sales, costs and expenses are denominated in foreign currencies, especially the
United Kingdom pound sterling and the Euro. In the first nine months of 2000 and
in 1999, the U.S. dollar strengthened against these currencies resulting in
reduced consolidated revenue growth, as expressed in U.S. dollars. In addition,
the currency fluctuations resulted in foreign currency losses of approximately
$48,000 in 1999 and $456,000 in the first nine months of 2000.
 
    Historically, we have not hedged our foreign currency position. Currently,
we attempt to manage foreign currency risk through the matching of assets and
liabilities. However, as our sales expand internationally, we plan to evaluate
our currency risks and we may enter into foreign exchange contracts from time to
time to mitigate foreign currency exposure.
 
BACKLOG
 
    Our order backlog was approximately $2.7 million as of September 30, 2000
and $2.1 million as of September 30, 1999. We include in backlog only those
orders for which we have received valid purchase orders. Purchase orders may be
cancelled at any time prior to shipment. Our backlog as of any particular date
may not be representative of actual sales for any succeeding period. We expect
to ship substantially all of the September 30, 2000 backlog by December 31,
2000.
 
ACCOUNTING PRONOUNCEMENTS
 
    In June 1998, the Financial Accounting Standard Board issued Statement of
Financial Accounting Standards (SFAS) No. 133, "Accounting for Derivative
Instruments and Hedging Activities." SFAS 133 establishes accounting and
reporting standards requiring that every derivative instrument be recorded in
the balance sheet as either an asset or liability measured at its fair value.
SFAS 133, as amended by SFAS 137 and SFAS 138, is effective for years beginning
after June 15, 2000. SFAS 133 will be adopted on January 1, 2001. We believe the
adoption of this statement will not have a significant impact on our financial
position, results of operations or cash flows.
 
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
 
    Interest rate risk and foreign currency rate risk are the primary sources of
market risk to our operations. As of September 30, 2000, we had aggregate
variable rate long-term debt of $6.8 million and revolving credit facility debt
of $3.2 million. A 10% change in interest rates, from 10.5% to 11.55%, would
change the annual interest expense on our long-term debt by approximately
$71,400 and on our revolving credit facility by approximately $33,600.
 
                                       27

<PAGE>

 
                                   BUSINESS
 
OVERVIEW
 
    We are a global provider of innovative, research enabling tools for drug
discovery. We provide a broad array of tools designed to accelerate the speed
and to reduce the cost at which our customers can introduce new drugs. Since our
1996 reorganization, we have focused on alleviating the protein purification and
ADMET screening bottlenecks in drug discovery.
 
    To address these two critical bottlenecks in protein purification and ADMET
screening, we recently introduced several new proprietary tools. For protein
purification, these tools include specially treated pipette tips, spin columns
and micro-dialyzers. For ADMET screening, these tools include NaviCyte diffusion
chambers for drug absorption testing, 96 well equilibrium dialysis plates for
drug distribution testing and ScanTox in vitro toxicology screening instruments.
 
    We also have an established product base in proteomics, which is the study
of gene function through the analysis of protein interactions. This product base
consists of DNA/RNA/protein calculators, life science spectrophotometers and
amino acid analysis systems, as well as precision infusion pumps, organ testing
systems and ventilators used in ADMET screening.
 
OUR HISTORY
 
    Our business began in 1901 and has grown over the intervening years with the
development and evolution of modern drug discovery tools. Our past inventions
include the mechanical syringe pump in the 1950s for drug infusion and the
microprocessor controlled syringe pump in the 1980s.
 
    In March 1996, a group of investors led by our current management team
acquired a majority of the then existing business of our predecessor, Harvard
Apparatus. Following this acquisition, we redirected our strategy to focus on
high growth areas within drug discovery by acquiring innovative technologies
through strategic acquisitions and licensing while continuing to grow our
existing business through internal product development and marketing. We have
completed five business acquisitions, including Biochrom, the licensing of key
new technology for in vitro toxicology assays and drug absorption measurement
chambers, the internal development of new product lines, including new
generation syringe pumps and DNA/RNA/protein calculators and the mailing of
expanded new catalogs.
 
INDUSTRY OVERVIEW
 
    The life sciences research industry is undergoing fundamental change and
growth resulting principally from the explosive growth in gene discovery and the
demand for greater efficiency in the drug discovery process. Industry experts
estimate that in 2000, the life sciences research industry will spend more than
$50 billion on drug discovery research and development. The goal of drug
discovery is to find compounds that will bind specifically to a given target
without significantly affecting any other molecules in the body. Traditionally,
chemists have laboriously synthesized new compounds with potential therapeutic
activity one at a time or painstakingly isolated them from natural resources.
Today, combinatorial chemistry techniques are used to greatly increase the
supply and diversity of such compounds. Libraries of hundreds of thousands, or
even millions, of compounds are now available for testing in biological assays
against targets.
 
    Until recently, life sciences researchers had identified only a few hundred
targets against which to test these compounds. Driven by large-scale DNA
sequencing projects, such as the Human Genome Project, life sciences researchers
expect to identify tens of thousands of new genes as they decipher the genomes
of both humans and disease-causing organisms. When a gene, which is a segment of
DNA, is expressed, a copy of the gene sequence is carried in messenger RNA, or
mRNA, which is used to direct the manufacture of a protein. Although genes, DNA,
mRNA and proteins are all targets for
 
                                       28

<PAGE>
drug discovery, proteins are by far the most common. Proteins are the molecular
machines of the cell that are responsible for performing the majority of
cellular functions. Once proteins are identified and validated as potential
targets, they need to be screened against hundreds of thousands, if not
millions, of compounds in a process known as primary screening.
 
    Drug discovery is a time-consuming and costly process. In the pre-genomics
era, the compound development, primary screening and clinical trials stages were
bottlenecks in this process. The successes of genomics, combinatorial chemistry
and high throughput screening in recent years have alleviated the bottlenecks at
the compound development and primary screening stages. However, these
bottlenecks have been replaced by bottlenecks at the target validation, assay
development and absorption, distribution, metabolism, elimination and
toxicology, or ADMET, testing stages. The revolution in genomics is expected to
increase the number of targets from 500 to 10,000, which will consequently
greatly increase the need for protein purification and analysis. The increase in
the number of compounds in libraries from tens of thousands to millions together
with the increase in the number of targets is greatly increasing the number of
leads requiring ADMET screening.
 
    THE DRUG DISCOVERY PROCESS
 
    The drug discovery process consists of several steps, which are illustrated
below.
 
    The diagram that illustrates the drug discovery process is initially split
into two parallel tracks which merge into a single track as the diagram moves to
the right. The upper track of the diagram is titled "Compound Development" and
includes an arrow titled "Compound Libraries." Below the arrow are the words
"Combinatorial Chemistry." The lower track of the diagram is titled "Target
Discovery" and includes two arrows. The first arrow is titled "Target
Identification." Below this arrow is the word "Genomics." The next arrow to the
right is titled "Target Validation." Below this arrow is the word "Proteomics."
Following the "Compound Libraries" arrow on the upper track and the "Target
Validation" arrow on the lower track, the two tracks of the diagram combine and
include arrows to illustrate the remaining stages and key bottlenecks in the
drug discovery process. The individual arrows from left to right include an
arrow titled "Assay Development" followed by an arrow titled "High Throughput
Screening." These two arrows in the diagram appear under the title "Primary
Screening." To the right of the "High Throughput Screening" arrow is an arrow
titled "Lead Optimization" followed by an arrow titled "ADMET Screening." These
two arrows in the diagram appear under the title "Secondary Screening." To the
right of the "ADMET Screening" arrow is an arrow titled "Clinical Trials," the
final arrow in the process flow diagram.
 
    TARGET IDENTIFICATION involves isolating a particular molecule, typically a
protein, and evaluating the role that it plays in the body to determine whether
it might be a viable target for further investigation. Today, this activity is
most often initiated by genomics studies, including DNA sequencing, RNA analysis
and genetic mapping.
 
    TARGET VALIDATION involves demonstrating that affecting the function of a
particular target has a positive effect on the course of a disease. Target
validation employs a variety of methods including RNA analysis, protein analysis
and cell biology. Target validation is a more time-consuming process than target
identification.
 
    PRIMARY SCREENING involves the large-scale testing of collections of
chemical compounds, known as compound libraries, against validated targets.
These libraries are tested using high throughput assays. The goal is to find
individual compounds that bind to and inhibit or activate a particular target,
commonly referred to as a hit. An assay, in the context of screening compounds
against a new target, refers to a test a researcher must develop for measuring
whether particular compounds in a library interact with the target in a certain
manner. An assay must be developed for each target to be screened. The major
pharmaceutical companies are moving towards screening up to 100 targets annually
with libraries of up to one million compounds each.
 
    SECONDARY SCREENING involves the refinement of hits into leads that can be
used in clinical trials. This step consists of lead optimization and ADMET
testing. Lead optimization involves conducting successive rounds of chemical
alterations and biological tests to find compounds similar to the original
compound identified in primary screening which have improved drug properties
over the initial compound, particularly efficacy. ADMET testing involves the
conducting of various tests on compounds
 
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<PAGE>
to ensure that they are safe and have good pharmacological properties such as
high adsorption into the blood from the digestive tract and good distribution to
the site of the target molecule in the body. This stage also involves the
testing of compounds to determine therapeutic activity in animal models of
disease and to ensure that the compounds can be manufactured with consistent
quality.
 
    CLINICAL TRIALS involve the testing of pharmaceutical compounds in humans to
demonstrate their safety and efficacy. Because clinical trials are by far the
most expensive part of drug discovery, and undesirable ADMET properties are the
most common reasons for failure, pharmaceutical and biotechnology companies can
achieve substantial cost savings by identifying drug candidates with poor ADMET
properties as early in the drug discovery process as possible. Drugs with
successful clinical trials are almost always commercialized.
 
    PROTEOMICS
 
    Proteomics involves the large-scale purification, identification and
analysis of proteins. Proteins are manufactured in the body's cells according to
the code contained in DNA and are the molecular machines of the cell that are
responsible for performing the majority of cellular functions. Proteins are the
most common targets in the field of drug discovery because proteins tend to be
far more accessible to drugs than either DNA or mRNA which are located in the
nucleus of the cell.
 
    Every protein that is identified as a potential target must be analyzed. The
trend in protein analysis currently is moving towards the use of mass
spectrometry, which is the fastest and most accurate technique for protein
analysis. Because mass spectrometers are highly sensitive, they require the use
of pure samples in order to properly analyze the protein. Thus, protein
purification, the removal of reagents such as salts, detergents and buffers, is
essential to target discovery.
 
    In the last few years the revolution in genomics and the completion of the
Human Genome Project has vastly increased the number of known targets. Before
the Human Genome Project there were only approximately 500 known targets. Some
experts believe that the sequencing of the human genome will ultimately lead to
the identification of 50,000 to 100,000 genes and over 1,000,000 proteins. Many
scientists expect that this will in turn lead to the identification of up to
10,000 targets. Each of these targets, many of which will be proteins, will need
to be purified and analyzed many times prior to becoming a validated target for
primary screening. As a result of the recent and projected increases in the
number of known drug targets, purifying protein samples has been and will
continue to be a significant bottleneck in the drug discovery process.
 
    ADMET SCREENING
 
    The goal of ADMET screening is to identify compounds that have toxic side
effects or undesirable pharmacological properties. These compounds are then
either eliminated or further chemically modified and re-screened. While ADMET
screening is traditionally conducted late in the drug discovery process, early
application of ADMET screening can be highly beneficial. This is because more
than half of the 90% of lead compounds which fail in the costly clinical trial
stage of drug discovery fail due to poor pharmacological properties. These
important pharmacological properties consist of absorption, distribution,
metabolism and elimination which, together with toxicology, are described below:
 
    ABSORPTION.  Absorption describes the ability of a drug to pass through the
wall of the digestive tract and enter the blood stream. Absorption is an
important property of an effective drug because adequate absorption allows a
drug to be administered orally rather than by direct injection into the blood.
If a lead candidate cannot be absorbed easily from the digestive tract into the
blood, its commercial viability will be adversely impacted even if it
effectively acts against the target.
 
                                       30

<PAGE>
    DISTRIBUTION.  Distribution describes the amount of a drug that different
tissues in the body take in from the blood. Distribution of the drug to the
tissue containing the target molecule is necessary for the drug to have the
desired effect. Moreover, undesirable side effects may occur if the drug is
distributed to tissues other than the one containing the target molecule.
Effective distribution requires the drug to be transported around the body and
released into the tissue containing the target molecule at an appropriate rate.
The flow of blood alone is often an effective distribution method. However,
while the binding of a drug to blood proteins can increase the proper
distribution of a drug, it can cause toxic problems if the bond formed is too
strong.
 
    METABOLISM.  Metabolism describes the chemical changes that the body makes
to a drug. This is an important property of an effective drug for three reasons.
First, some drugs must be metabolized in order to become effective. Second, some
drugs may have no toxic side effects, but the byproducts of their metabolism,
known as metabolites, may be toxic. Third, metabolism usually makes drugs more
soluble in water, which in turn makes it easier for the body to eliminate them
in the urine.
 
    ELIMINATION.  Elimination describes the process by which the body expels a
drug. If the blood absorbs a drug, it will be primarily eliminated in the urine
either in its native or metabolized forms. Elimination is important because
toxicity is primarily a matter of concentration--even common compounds such as
aspirin and caffeine are toxic at high enough concentrations. If the body does
not eliminate a drug, the drug's concentration will build up with every dose
taken, eventually reaching toxic levels.
 
    TOXICOLOGY.  Toxicology describes the adverse effects a drug has on the
body. These range from nausea to death. All drugs must be shown to be safe to
the satisfaction of regulatory authorities prior to commercialization.
Toxicology consists of tests designed to determine the likelihood that a drug
will cause death or the growth of tumors, disrupt normal reproductive function
or the immune system or mutate DNA.
 
    For every 1,000 hits identified through primary screening, only about ten
survive secondary screening and make it into clinical trials, the final stage of
drug discovery. Of those ten, only one, on average, survives the regulatory
process to be commercialized as a new drug.
 
    CURRENT TECHNOLOGIES FOR PROTEIN PURIFICATION AND ADMET SCREENING
 
    PROTEIN PURIFICATION.  Protein purification is an essential step in
proteomics. Researchers must remove any salts, buffers, detergents and cellular
debris prior to analyzing a protein sample. Current technologies for protein
purification include packed bed columns and dialysis. In order to isolate a
specific protein, two-dimensional gel electrophoresis, or 2DGE, is typically
used in advance of running a sample through a packed bed column or dialysis.
Two-dimensional gel electrophoresis isolates different types of proteins in a
two-stage process using electric currents passed through gels. Each protein
migrates to a specific location in the gel. The protein can then be separated
from the gel residue using packed bed columns or dialysis.
 
        PACKED BED COLUMNS are small disposable plastic tubes containing
    chromatography media. A protein sample is typically pipetted into the top of
    the column, which is then placed in a centrifuge or vacuum manifold to draw
    the sample through the media. These columns will remove salts, detergents,
    buffers and 2DGE gel residue, but may retain some of the protein in the
    media.
 
        DIALYSIS involves the use of a porous membrane which allows small
    molecules such as salts, detergents, buffers and 2DGE gel residue to pass
    through but blocks larger molecules such as proteins from passing through.
    Dialysis involves pipetting the protein sample into a device which consists
    of a chamber with the porous membrane covering one otherwise open end. The
    chamber is then placed in a large volume of pure water and stirred for a
    period of time, which may be minutes or hours.
 
                                       31

<PAGE>
    ADMET SCREENING.  ADMET testing at the secondary screening stage has
traditionally relied almost exclusively on live animal testing instead of tools.
The most common animals used in drug discovery studies are laboratory rats and
mice. As a drug compound moves closer to human clinical trials, the United
States Food and Drug Administration requires that studies be performed using
larger animals, such as rabbits and dogs.
 
    LIMITATIONS OF CURRENT TECHNOLOGIES
 
    PROTEIN PURIFICATION.  Current technologies for protein purification in
proteomics have the following limitations:
 
    - LOW PRODUCTIVITY.  Neither packed bed columns nor dialyzers are easily
      capable of automated sample handling. Using packed bed columns, either
      alone or in connection with two-dimensional gel electrophoresis, requires
      centrifugation or the use of a vacuum to move the sample through the
      purification media. This means the sample must be physically moved to the
      centrifuge or vacuum pump, left to run--typically for several
      minutes--then removed, washed and the protein eluted.
 
    - LOSS OF PROTEIN SAMPLE.  Packed bed columns consume a portion of the
      sample leading to sample loss. The amount of sample lost in the
      purification process may only be microliters. This is not a significant
      problem if several milliliters of sample are available, as is common in
      DNA purification. However, if only a few microliters of sample are
      available, as is common in protein purification, the loss of even one
      microliter may be a large percentage of the total. In addition, protein
      samples are typically expensive and thus sample loss must be minimized.
 
    ADMET SCREENING.  Current technologies for ADMET screening have the
following limitations:
 
    - HIGH COST.  Animal assays are costly because all animals have to be housed
      and cared for under strict government regulations often in clean room
      environments and with a significant staff to care for the animals. A
      standard 14-day range finding study performed using laboratory rats costs
      approximately $75,000, and a two-year carcinogenicity study carried out
      with laboratory rats costs approximately $1 million. A later stage 90-day
      study carried out using dogs typically costs almost twice as much as the
      same test performed using laboratory rats.
 
    - LABOR INTENSITY.  By their nature, animal assays cannot be automated and
      thus require the time of highly skilled research scientists, such as
      surgeons and pathologists.
 
    - ETHICAL CONSIDERATIONS.  Even though researchers must use the lowest
      number of the least sentient animals to achieve the scientifically needed
      information, avoid pain and consider alternatives to the use of live
      animals, the large number of animals used still creates ethical
      considerations.
 
OUR SOLUTIONS
 
   
    We overcome the limitations of current technologies by providing innovative,
enabling tools for drug discovery, particularly in the areas of proteomics and
ADMET screening. Set forth below are examples of the manner in which some of the
newer proprietary products we have recently begun to market provide solutions in
protein purification and ADMET screening.
    
 
    PROTEIN PURIFICATION
 
    Our protein purification technologies are designed to be quick to use and to
reduce sample loss.
 
    - HIGHER PRODUCTIVITY.  Our purification pipette tips are quicker to use
      than packed bed columns because a centrifugation or vacuuming step is not
      necessary. This avoids both the moving of the sample to and from the
      centrifuge or vacuum pump and the run time in the centrifuge or
 
                                       32

<PAGE>
      vacuum pump. We believe our protein purification pipette tips are the only
      pipette tips capable of being fitted to standard pipetting workstations
      and thus being used for automated protein purification. This automation
      increases our customers' productivity. In addition, our 96 well plate
      versions of dialyzers and spin columns can be used directly in automated
      equipment, again increasing our customers' productivity.
 
    - REDUCED SAMPLE LOSS.  Our miniaturization of dialyzers and spin columns
      reduces sample loss in the membrane or column material. Our purification
      pipette tips contain smaller volumes of material than packed bed columns
      and thus less sample is retained in the material.
 
    ADMET SCREENING
 
    Our ADMET screening technologies employ novel approaches to obtaining ADMET
data while reducing the use of large numbers of live animals.
 
    - LOWER COST.  Most of our ADMET screening products use organs, tissue or
      blood proteins rather than live animals. For example, our in vitro
      toxicology assay uses the lenses of cows' eyes obtained as a by-product of
      the beef industry, and our 96 well plate for serum protein binding uses
      blood proteins in vitro rather than in the bloodstream of live laboratory
      animals.
 
    - IMPROVED AUTOMATION.  Our in vitro toxicology assay can be run in a few
      minutes of instrument time and a few hours of elapsed time. By contrast,
      basic toxicology tests in animals typically take days of elapsed time and
      more advanced tests take weeks or months. Our 96 well plate for serum
      protein binding, for instance, can be run on automated liquid handling
      equipment.
 
    - REDUCED ANIMAL USAGE.  Our in vitro toxicology assay uses cow eye lenses
      instead of live animals to detect toxic effects of compounds. Our drug
      absorption chamber uses cultured human colon cells instead of animal
      intestinal tissue to simulate the absorption of a drug into the blood from
      the digestive tract. Our 96 well plate for serum protein binding tests the
      binding ability of compounds on extracted blood proteins instead of
      infusing the compounds into the bloodstreams of live test animals.
 
OUR STRATEGY
 
    Our goal is to become the leading provider of innovative, enabling
technologies and products for proteomics and ADMET research in the drug
discovery process. Key elements of our strategy are to:
 
    ESTABLISH OUR PROTEOMICS AND ADMET SCREENING PRODUCTS AS INDUSTRY STANDARDS
 
    In order to establish our products as industry standards, we intend to
provide a broad selection of products focused on the target validation and ADMET
screening stages of the drug discovery process. We have recently introduced
several new innovative products designed to reduce the cost and time associated
with protein purification and ADMET screening in drug discovery. We have already
begun to realize revenue from the sales of our products, including purification
pipette tips, spin columns, dialyzers, in vitro toxicology assays and
equilibrium dialysis plates. We intend to rapidly increase the market acceptance
of these products through the development of new uses for these products,
focused, direct marketing campaigns to our extensive customer base and
promotions at scientific exhibitions.
 
    LAUNCH A BROAD RANGE OF INNOVATIVE NEW TOOLS FOR DRUG DISCOVERY
 
    Since our reorganization in 1996, we have focused on becoming a leading
provider of tools for proteomics and ADMET screening. We believe that our
customers are eager to acquire new and innovative tools that reduce drug
discovery time and expense. Since 1996, we have introduced several new tools for
proteomics and ADMET screening such as our protein and DNA purification pipette
tips, protein purification dialyzers, ScanTox in vitro toxicology assay and
NaviCyte diffusion chambers.
 
                                       33

<PAGE>
We intend to continue to identify, develop and introduce new tools to alleviate
bottlenecks in all stages of the drug discovery process.
 
    LEVERAGE OUR EXISTING DISTRIBUTION AND MARKETING CHANNELS
 
    We intend to leverage the strength of our existing distribution channels to
launch new products. Our 1,000 page catalog is currently distributed worldwide
to approximately 100,000 researchers engaged in drug discovery and is also
accessible on our website. Our customer list consists primarily of research
personnel, who are the end-users of our products and largely responsible for
initiating the purchase of our products. We also have wholly-owned subsidiaries
in the United Kingdom, Germany, France and Canada providing us with an
international market presence. In addition, some of our products are sold
through a distribution arrangement with Amersham Pharmacia Biotech, or
APBiotech, providing us with access to APBiotech's extensive customer base,
reputation and support infrastructure. We believe that our extensive existing
distribution channels, when combined with our strong reputation for high
quality, reliable and durable tools, provides us with a competitive advantage in
bringing new products to market quickly and cost effectively.
 
    PROVIDE A SINGLE SOURCE OF TOOLS FOR OUR CUSTOMERS' RESEARCH NEEDS IN
     PROTEOMICS AND ADMET SCREENING
 
    We seek to provide our customers with all of the tools necessary to conduct
a wide variety of proteomic and ADMET experiments that are crucial to the drug
discovery process. We believe that being a single source sets us apart from our
competitors by increasing the likelihood that our customers will turn to our
catalog or website first when looking for help with a particular experiment.
Currently, our catalog and website include approximately 10,000 products. In
addition, our extensive product selection allows us to leverage the sales of our
proprietary products through the simultaneous sale of complementary products.
 
    ACQUIRE COMPLEMENTARY TECHNOLOGIES
 
    We intend to selectively acquire companies and technologies which we believe
will strengthen our portfolio of tools for drug discovery, particularly in the
areas of proteomics and ADMET screening. Since 1996, we have completed the
acquisition of Biochrom, four other acquisitions involving the integration of
acquired products and technology into our existing manufacturing base and
distribution channel, and three technology acquisition or licensing
transactions. In the future, we may pursue acquisitions of new products and
technologies through business acquisitions, partnerships or licensing
arrangements.
 
                                       34

<PAGE>
OUR PRODUCTS
 
   
    Our products consist of both proprietary and non-proprietary products. We
have historically derived the majority of our revenue from sales of proprietary
products. We also act as a distributor for many non-proprietary products, which
consist primarily of products used in conjunction with our proprietary products.
We offer these products as a means of deriving additional revenue from customers
whose initial interest in our products arises primarily out of our selection of
proprietary products. We have historically derived most of our remaining revenue
from the sales of these complementary, non-proprietary products.
    
 
   
    Our broad array of proprietary products consist of the products set forth in
the table below and the products described in the "Other Proprietary Products"
section below the table:
    
 
   

<TABLE>
<CAPTION>
                         REPRESENTATIVE PRODUCT                             NUMBER OF   YEAR OF INTRODUCTION FOR
PRODUCT CATEGORY                 AREAS                  DESCRIPTION         PRODUCTS          PRODUCT AREAS
----------------        ------------------------  ------------------------  ---------   -------------------------
<S>                     <C>                       <C>                       <C>         <C>
PROTEOMICS
Protein Purification    Purification Pipette      Disposable pipette tips      50             1999 (coated)
                        Tips                      - coated with                           Est. Q4 2000 (loaded)
                                                  purification media
                                                  - loaded with
                                                  purification media
                        -----------------------------------------------------------------------------------------
                        Macro Spin Columns        Disposable tubes             20                 1998
                                                  containing purification
                                                  media
                        -----------------------------------------------------------------------------------------
                        Ultra Micro Spin Columns  Disposable tubes             20                 1998
                                                  containing purification
                                                  media
                        -----------------------------------------------------------------------------------------
                        Dialyzers                 Membrane capped plastic      45            1996 and prior
                                                  chambers
                                                  - reusable
                                                  - disposable
                                                  - plates with 96 wells
                        -----------------------------------------------------------------------------------------
                        Equilibrium Dialyzers     Membrane separating two       9               1996-1999
                                                  plastic chambers
                                                  - disposable
                                                  - plates with 96 wells
-----------------------------------------------------------------------------------------------------------------
Protein Analysis        Molecular Biology         Range of                      6            1970s (initial)
                        Spectrophotometers*       spectrophotometers                          2000 (latest)
                        -----------------------------------------------------------------------------------------
                        DNA/RNA/Protein           Spectrophotometers with       2            1993 (initial)
                        Calculators*              application software                        2000 (latest)
                        -----------------------------------------------------------------------------------------
                        Multi-Well Plate Readers  Range of automated            3       Est. Q4 2000 (absorbance)
                                                  readers                               Est. 2001 (luminescence)
                                                  - absorbance                          Est. 2001 (fluorescence)
                                                  - luminescence
                                                  - fluorescence
                        -----------------------------------------------------------------------------------------
                        Amino Acid Analysis       Ninhydrin-based amino         2            1970s (initial)
                        Systems*                  acid detection systems                      2000 (latest)
                        -----------------------------------------------------------------------------------------
ADMET SCREENING
Absorption (in vitro)   NaviCyte Diffusion        Simulated digestive           6                 1999
                        Chambers                  tract/ blood stream
                                                  interfaces
-----------------------------------------------------------------------------------------------------------------
Distribution            Equilibrium Dialysis      Membrane separating two       9               1996-1999
                        Plate                     chambers
-----------------------------------------------------------------------------------------------------------------
Metabolism/             Organ Testing Systems     Chambers with                 8              1970s-1999
Elimination                                       stimulators, perfusion
                                                  and recording devices
-----------------------------------------------------------------------------------------------------------------
Toxicology              ScanTox Assay             In vitro toxicology           1                 2000
                                                  assay
                        -----------------------------------------------------------------------------------------
                        Precision Infusion Pumps  Syringe pumps                80           1952 (mechanical)
                                                                                          1986 (microprocessor)
                                                                                              1998 (latest)
-----------------------------------------------------------------------------------------------------------------
</TABLE>

    
 
   
*   We acquired all of these products in March 1999 through our acquisition of
    Biochrom. The financial statements for Biochrom included in this prospectus
    present the financial results of Biochrom's business for the years ended
    December 31, 1998 and 1997.
    
 
                                       35

<PAGE>
   
    We believe that sales of products included within the product areas set
forth in the table above currently generate approximately two-thirds of our
total revenue. For the fiscal years ended December 31, 1997 and 1998, which
preceded our March 1999 acquisition of Biochrom, we believe that we generated
less than two-thirds of our revenue from sales of these products. For the year
ended December 31, 1999 and the nine-month period ended September 30, 2000, we
believe that revenue from sales of our molecular biology spectrophotometers and
related consumables exceeded 15% of our total revenue. For the year ended
December 31, 1998, we believe that revenue from sales of our precision infusion
pumps exceeded 15% of our total revenue. Except as noted above, we do not
believe that revenue from sales of any other class of our products exceeded 15%
of our total revenue in the years ended December 31, 1998 and 1999 and the
nine-month period ended September 30, 2000. The year of introduction for each
product area set forth in the table above represents the year in which we or one
of our predecessor companies introduced the first generation product in this
product area.
    
 
    PROTEOMICS PRODUCTS--PROTEIN PURIFICATION
 
    PREPTIP PROTEIN PURIFICATION PIPETTE TIPS
 
    Our proprietary PrepTip pipette tips consist of a standard disposable
pipette tip coated on the inside with the same chromatography media used in
packed bed columns. This coating selectively binds proteins, but not the salts,
detergents, electrophoresis gels, buffers and cellular debris that are often
mixed in with the proteins. Our PrepTip pipette tip enables customers to rapidly
purify proteins by avoiding the time-consuming usage of a centrifuge required
when using spin columns. In addition, it is easy to use because the protein
solution is handled entirely within the pipette tip and does not have to be
moved through a separate device like a packed bed column or dialyzer. Because
our PrepTip pipette tips use the same chromatography media as packed bed
columns, they can take advantage of the wide range of existing purification
protocols using these media.
 
    PURETIP DNA PURIFICATION PIPETTE TIPS
 
    PureTip pipette tip uses a pipette tip that is similar to the PrepTip
pipette tip, but is loaded with a gel rather than coated. This is well suited
for performing DNA purification. PureTip pipette tips are more adaptable to
automation than spin columns because they fit onto automated pipetting
workstations. We expect to launch the PureTip pipette tip later this year.
 
    SPIN COLUMNS
 
    Spin columns are short plastic tubes that contain purification media. Once a
sample is placed in the tube, it is typically spun in a centrifuge to move the
sample through the media and separate the proteins from the other cellular
debris. Our Ultra Micro spin columns, which we provide in both single and 96
well plate versions, contain chromatography media for use in purifying sample
volumes as small as five microliters. This is significantly smaller than the
sample volume required by columns produced by our largest competitors.
 
    PROTEIN PURIFICATION DIALYZERS
 
    Dialyzers are small chambers with an open end covered with a membrane. The
membrane allows small molecules to pass through but not large molecules. Because
proteins are large molecules and most contaminants are small molecules, this is
an effective way to purify proteins. We make single- and double-sided reusable
and disposable dialyzers.
 
    DISPOSABLE EQUILIBRIUM DIALYZERS
 
    Our proprietary disposable equilibrium dialyzers are effective
cost-efficient products for protein binding studies and can handle sample sizes
as small as 75 microliters. These disposable products are particularly useful
for binding studies involving radioactively labeled compounds because the
dialyzer does not require cleaning after use.
 
                                       36

<PAGE>
    PROTEOMICS PRODUCTS--PROTEIN ANALYSIS
 
    MOLECULAR BIOLOGY SPECTROPHOTOMETERS
 
    A spectrophotometer is an instrument widely used in molecular biology and
cell biology to quantify the amount of a compound in a sample by shining a beam
of white light through a prism or grating to divide it into component
wavelengths. Each wavelength in turn is shone through a liquid sample and the
spectrophotometer measures the amount of light absorbed at each wavelength. This
enables the quantification of the amount of a compound in a sample. We sell a
wide range of spectrophotometers under the names UltroSpec and NovaSpec. These
products are manufactured by our Biochrom subsidiary and sold primarily through
our distribution arrangement with Amersham Pharmacia Biotech.
 
    DNA/RNA/PROTEIN CALCULATORS
 
    A DNA/RNA/protein calculator is a bench top instrument dedicated to
quantifying the amount of DNA, RNA or protein in a sample. It uses a process
similar to that of a molecular biology spectrophotometer. These are sold under
the names GeneQuant and GeneQuantPro. Launched in 1993, we believe that we were
the first company to sell such an instrument. These products are manufactured by
our Biochrom subsidiary and sold primarily through Amersham Pharmacia Biotech.
 
    MULTI-WELL PLATE READERS
 
    Multi-well plate readers are widely used for high throughput screening
assays in the drug discovery process. The most common format is 96 wells. They
use light to detect chemical interactions. We plan to introduce a range of these
products beginning with absorbance readers in the fourth quarter of 2000 and
luminescence and fluorescence readers in 2001 primarily for distribution through
Amersham Pharmacia Biotech.
 
    AMINO ACID ANALYSIS SYSTEMS
 
    An amino acid analysis system uses chromatography to separate the amino
acids in a sample and then uses a chemical reaction to detect each one in turn
as they flow out of the chromatography column. Amino acids are the building
blocks of proteins. In June 2000, we acquired substantially all of the amino
acid analysis systems business of the Biotronik subsidiary of
Eppendorf-Netheler-Hinz GmbH and integrated it with the existing amino acid
analysis systems business in our Biochrom subsidiary.
 
    ADMET SCREENING PRODUCTS
 
    We have traditionally sold products for ADMET testing that are based upon
animal models. However, as a result of a series of acquisitions and licensing
transactions, we have begun to develop and manufacture organ testing systems,
tissue testing systems and serum protein binding assays for early toxicology
testing.
 
    NAVICYTE DIFFUSION CHAMBERS
 
    A diffusion chamber is a small plastic chamber with a membrane separating
the two halves of the chamber used to measure the absorption of a drug into the
bloodstream. The membrane can either be tissue such as intestinal tissue or a
cultured layer of cells such as human colon cells. This creates a miniaturized
model of intestinal absorption. We entered this market with our 1999 acquisition
of the assets of NaviCyte Inc., a wholly owned subsidiary of Trega Biosciences.
 
    96 WELL EQUILIBRIUM DIALYSIS PLATE FOR SERUM PROTEIN BINDING ASSAYS
 
    Our 96 well equilibrium dialysis plate operates in a similar way to the
equilibrium dialyzers for target validation described above. The difference is
that both chambers on either side of the membrane are capped. The protein target
is placed on one side of the membrane and the drug on the other. The small
molecule drug diffuses through the membrane. If it binds to the target, it
cannot diffuse back
 
                                       37

<PAGE>
again. If it does not bind, it will diffuse back and forth until an equilibrium
is established. Thus, measuring the drug concentration determines the strength
of binding. This product is principally used for ADMET screening to determine if
a drug binds to blood proteins. A certain level of reversible binding is
advantageous in order to promote good distribution of a drug through the human
body. However, if the binding is too strong, it may impair normal protein
function and cause toxic effects.
 
    ORGAN TESTING SYSTEMS
 
    Organ testing systems use glass or plastic chambers together with
stimulators and recording electrodes to study organ function. Organ testing
systems enable either whole organs or strips of tissue from organs such as
hearts, livers and lungs to be kept functioning outside the body while
researchers perform experiments with them. They are typically used in place of
live animals. We have sold basic versions of these systems for many years, but
have significantly expanded our product offerings through our November 1999
acquisition of Hugo Sachs Elektronik. Studies on isolated livers are useful in
determining metabolism and studies on kidneys are useful in determining
elimination.
 
    SCANTOX IN VITRO TOXICOLOGY SCREENING
 
    Our proprietary ScanTox in vitro toxicology screening system uses a living
organ system, a bovine eye lens, to detect the toxic effect of compounds by
measuring the refraction of laser light passing through the eye lens. A healthy
lens focuses light to a point, but when a toxic compound is added to the lens
environment, the lens reacts by defocusing. The extent of defocusing is measured
and analyzed by the instrument. Its advantages include:
 
    - higher relevance to whole body toxicology than a cell-based assay, without
      the complicated support and measurement apparatus needed for other organs
      such as hearts or lungs,
 
    - higher sensitivity and reproducibility than live animal assays,
 
    - higher sensitivity than other tissue assays, and
 
    - easier operation than other animal or tissue assays because the data is
      collected and analyzed automatically.
 
    PRECISION INFUSION PUMPS
 
    Infusion pumps, typically syringe pumps, are used to accurately infuse very
small quantities of liquid, commonly drugs. Infusion pumps are typically used
for long-term toxicology testing of drugs by infusion into animals, typically
laboratory rats. We sell 80 types of syringe pumps.
 
   
    OTHER PROPRIETARY PRODUCTS
    
 
    CELL INJECTION SYSTEMS
 
    Cell injection systems use extremely fine bore glass capillaries to
penetrate and inject drugs into or around individual cells. Cell injection
systems are used to study the effects of drugs on single cells. Injection is
accomplished either with air pressure or, if the drug molecule is electrically
charged, by applying an electric current. We entered this market with our 1998
acquisition of the research products of Medical Systems Corporation.
 
    VENTILATORS
 
    Ventilators use a piston driven air pump to inflate the lungs of an
anesthestised animal. Ventilators are typically used in surgical procedures
common in drug discovery. Our advanced Inspira ventilators have significant
safety and ease of use features, such as default safety settings, not found on
other ventilators.
 
    CPK ATOMIC MODELS
 
    CPK atomic models use colored plastic parts to accurately model molecular
structures, such as DNA. We offer a wide range of components and assembled
models.
 
                                       38

<PAGE>
    STRONGHOLD LABORATORY CLAMPS
 
    Stronghold laboratory clamps are made from glass reinforced nylon. Our
clamps resist rusting which is a common problem with steel clamps. We provide a
wide variety of clamps, stands and lattices.
 
    OEM PRODUCTS
 
    Our reputation for quality, durability and reliability has led to the
formation of a number of original equipment manufacturer, or OEM, relationships
with major life science instrument companies. These relationships are conducted
through purchase orders and are not contractual. A good example of these
relationships is with respect to our syringe pumps. Our syringe pumps are
capable of delivering flow rates as low as 0.001 microliters per hour while
maintaining high accuracy. We have adapted, in conjunction with our OEMs, the
core technology embodied in our syringe pumps to make specialized sample
injectors for many of the major mass spectrometry manufacturers.
 
    DISTRIBUTED PRODUCTS
 
   
    In addition to the proprietary, manufactured products described above, we
buy and resell through our catalog products made by other manufacturers. We have
negotiated supply agreements with the majority of the companies that provide our
distributed products. These supply agreements specify pricing only and contain
no minimum purchase commitments. None of these agreements represents more than
two percent of our revenues. Distributed products accounted for approximately
18% of our revenues for the nine months ended September 30, 2000. These
distributed products enable us to provide our customers with a single source for
their experimental needs. These complementary products consist of a large
variety of devices, instruments and consumable items used in experiments
involving animals and biological tissue in the fields of proteomics, physiology,
pharmacology, neuroscience, cell biology, molecular biology and toxicology. Our
manufactured products are often leaders in their fields, but researchers often
need complementary products in order to conduct their particular experiments.
Most of these complementary products come from small companies without our
extensive distribution and marketing channel.
    
 
OUR CUSTOMERS
 
    Our customers are primarily end user research scientists at pharmaceutical
and biotechnology companies, universities and government laboratories, such as
the U.S. National Institutes of Health, or NIH. Our largest customers in the
United States include Baylor College of Medicine, Bristol-Myers Squibb Company,
Eli Lilly and Company, Johns Hopkins University, Merck & Co., Inc., NIH, Parke-
Davis, Pfizer Inc., Schering-Plough Corporation, SmithKline Beecham plc and the
University of California.
 
    We conduct direct sales in the United States, the United Kingdom, Germany,
France and Canada. We also maintain distributors in other countries. Aggregate
sales to our largest customer, Amersham Pharmacia Biotech, as a distributor with
end users similar to ours, accounted for approximately 39% of our revenue for
the nine months ended September 30, 2000, and 44% of our revenue for the fiscal
year ended December 31, 1999. We have several thousand customers worldwide and
no other customer accounted for more than five percent of our revenue for such
periods.
 
SALES AND MARKETING
 
    DIRECT SALES
 
    We periodically produce and mail approximately 100,000 copies of our
1,000-page catalog, which contains approximately 10,000 items. We distribute the
majority of our products ordered from our catalog through our worldwide
subsidiaries. Our manufactured products accounted for approximately 82% of our
revenues for the nine months ended September 30, 2000. The complete catalog is
also
 
                                       39

<PAGE>
available as a CD-ROM and can be accessed on our website,
www.harvardbioscience.com. Our significant positions in many of our manufactured
products create traffic to the catalog and web site which enables cross-selling
and facilitates the introduction of new products. In addition to the
comprehensive catalog, we create and mail abridged catalogs which focus on
specific product areas along with direct mailers which introduce or promote new
products.
 
    AMERSHAM PHARMACIA BIOTECH DISTRIBUTOR
 
    Since the 1970s, our Biochrom subsidiary has used Amersham Pharmacia
Biotech, or APBiotech, and its predecessors as its primary marketing and
distribution channel. When we acquired Biochrom from Pharmacia and Upjohn in
1999, we signed a distribution, marketing and new product development agreement
with APBiotech. Under the terms of this agreement, APBiotech serves as the
exclusive distributor, marketer and seller of a majority of the products of our
Biochrom subsidiary. During the term of this agreement, APBiotech has agreed to
purchase a minimum number of our products for an annual amount of $12.5 million,
subject to adjustment for price increases and product sales volume. We have
certain affirmative duties under the agreement to assist APBiotech in the sale
of our products. For example, we have agreed to cooperate with APBiotech in its
sales and marketing program and to provide sales, demonstration and support
training for APBiotech. This agreement may be terminated early under specified
circumstances. For example, if we breach the exclusivity, pricing or shipping
provisions of the agreement and fail to remedy the breach within 30 days of
receiving written notice of the breach from APBiotech, then the agreement may be
terminated. In addition, we may terminate the agreement under specified
circumstances. For example, failure by APBiotech to place certain information in
escrow, to pay for products or to purchase a minimum number of products each
year enables us to terminate the agreement unless APBiotech remedies the breach
within 30 days of receiving written notice of the breach from us. This agreement
may be terminated by either party upon 18 months' prior written notice. This
agreement does not have a finite term, but remains in effect until terminated by
either us or APBiotech.
 
RESEARCH AND DEVELOPMENT
 
    Our principal research and development mission is to develop a broad
portfolio of technologies, products and core competencies in drug discovery
tools, particularly for application in the areas of proteomics and ADMET.
 
    Our development expenditures were $206,000 in 1997, $325,000 in 1998 and
$1.2 million in 1999. We anticipate that we will continue to make significant
development expenditures. We plan to continue to pursue a balanced development
portfolio strategy of originating new products from internal research and
development programs and business and technology acquisitions.
 
    We maintain development staff in each of our manufacturing facilities to
design and develop new products. In-house development is focused on our current
technologies. For new technologies, our strategy has been to license or acquire
proven technology from universities and biotechnology companies and then develop
the technology into commercially viable products.
 
MANUFACTURING
 
    We manufacture and test the majority of our products in our four principal
manufacturing facilities located in the United States, the United Kingdom and
Germany. We have considerable manufacturing flexibility at our various
facilities, and each facility can manufacture multiple products at the same
time. We maintain in-house key manufacturing know-how, technologies and
resources. We seek to maintain multiple suppliers for key components that are
not manufactured in-house.
 
    Our manufacturing operations are essentially to assemble and test. Our
manufacturing of syringe pumps, ventilators, cell injectors and protein
purification products takes place in Holliston,
 
                                       40

<PAGE>
Massachusetts. Our manufacturing of spectrophotometers and amino acid analysis
systems takes place in Cambridge, England. Our manufacturing of surgery-related
products and teaching products takes place in Edenbridge, England. Our
manufacturing of complete organ testing systems takes place in March-Hugstetten,
Germany. Our Cambridge, England facility is certified to ISO 9001.
 
COMPETITION
 
    The markets into which we sell our products are highly competitive, and we
expect the intensity of competition to increase. We compete with many companies
engaged in developing and selling tools for drug discovery. Many of our
competitors have greater financial, operational, sales and marketing resources,
and more experience in research and development and commercialization than we
have. Moreover, competitors may have greater name recognition than we do, and
many offer discounts as a competitive tactic. These competitors and other
companies may have developed or could in the future develop new technologies
that compete with our products or which could render our products obsolete. We
cannot assure you that we will be able to make the enhancements to our
technologies necessary to compete successfully with newly emerging technologies.
We are not aware of any significant products sold by us which are currently
obsolete.
 
    We believe that we offer one of the broadest selections of protein
purification and ADMET technologies to companies engaged in drug discovery. We
are not aware of any competitor which offers a product line of comparable
breadth within the protein purification and ADMET product markets. We have
numerous competitors on a product line basis. We believe that we compete
favorably with our competitors on the basis of product performance, including
quality, reliability and speed, technical support, price and delivery time. We
compete with several companies that provide instruments for proteomics and ADMET
screening. In the DNA/RNA/protein calculator area, we compete with PerkinElmer
Instruments, Inc. and Bio-Rad Laboratories, Inc. In the molecular biology
spectrophotometer area, we compete with Beckman Coulter, Inc. and PerkinElmer
Instruments, Inc. In the protein sample preparation area, we compete with
Millipore Corporation, Pierce Chemical Company and Spectrum Medical. In the
ADMET screening area, we compete with KD Scientific, Razel Scientific
Instruments, Inc., Experimetria Ltd., Kent Scientific Corporation, Warner
Instruments, General Valve Company, Eppendorf-Netheler-Hinz GmbH, Ugo Basile and
Becton, Dickinson and Company. In the area of OEM products, we face competition
primarily from the in-house engineering teams of our OEM customers.
 
INTELLECTUAL PROPERTY
 
    To establish and protect our proprietary technologies and products, we rely
on a combination of patent, copyright, trademark and trade-secret laws, as well
as confidentiality provisions in our contracts. Most of our new technology is
covered by patents or patent applications. Most of our base business is
protected by trade names and trade secrets only.
 
    We have implemented a patent strategy designed to provide us with freedom to
operate and facilitate commercialization of our current and future products. We
currently own ten issued U.S. patents and have four pending applications. We
also hold exclusive licenses for the technologies used in our ScanTox in vitro
toxicology products, our NaviCyte drug absorption products and our PureTip
pipette tip products. In addition to these licenses, our principal technologies
are covered by issued patents for our dialyzers and our Ultra Micro spin columns
and by pending applications for our PrepTip pipette tips. Furthermore,
international patent applications are pending in connection with one of our U.S.
patent applications and one of our licensed patents.
 
    Generally, U.S. patents have a term of 17 years from the date of issue for
patents issued from applications filed with the U.S. Patent Office prior to
June 8, 1995, and 20 years from the application filing date or earlier claimed
priority date in the case of patents issued from applications filed on or
 
                                       41

<PAGE>
after June 8, 1995. Our issued US patents will expire between 2011 and 2018. Our
success depends to a significant degree upon our ability to develop proprietary
products and technologies. We intend to continue to file patent applications as
we develop new products and technologies.
 
    Patents provide some degree of protection for our intellectual property.
However, the assertion of patent protection involves complex legal and factual
determinations and is therefore uncertain. The scope of any of our issued
patents may not be sufficiently broad to offer meaningful protection. In
addition, our issued patents or patents licensed to us may be successfully
challenged, invalidated, circumvented or unenforceable so that our patent rights
would not create an effective competitive barrier. Moreover, the laws of some
foreign countries may not protect our proprietary rights to the same extent as
do the laws of the United States. In addition, the laws governing patentability
and the scope of patent coverage continue to evolve, particularly in areas of
interest to us. As a result, there can be no assurance that patents will issue
from any of our patent applications or from applications licensed to us. In view
of these factors, our intellectual property positions bear some degree of
uncertainty.
 
    We also rely in part on trade-secret protection of our intellectual
property. We attempt to protect our trade secrets by entering into
confidentiality agreements with third parties, employees and consultants. Our
employees and consultants also sign agreements requiring that they assign to us
their interests in patents and copyrights arising from their work for us. Many
of our U.S. employees have signed agreements not to compete unfairly with us
during their employment and after termination of their employment, through the
misuse of confidential information, soliciting employees, soliciting customers
and the like. However, it is possible that these agreements may be breached or
invalidated and if so, there may not be an adequate corrective remedy available.
Despite the measures we have taken to protect our intellectual property, we
cannot assure you that third parties will not independently discover or invent
competing technologies, or reverse engineer our trade secrets or other
technologies. Therefore, the measures we are taking to protect our proprietary
rights may not be adequate.
 
    We do not believe that our products infringe on the intellectual property
rights of any third party. We cannot assure you, however, that third parties
will not claim such infringement by us or our licensors with respect to current
or future products. We expect that product developers in our market will
increasingly be subject to such claims as the number of products and competitors
in our market segment grows and the product functionality in different market
segments overlaps. In addition, patents on production and business methods are
becoming more common and we expect that more patents will issue in our technical
field. Any such claims, with or without merit, could be time-consuming, result
in costly litigation and diversion of management's attention and resources,
cause product shipment delays or require us to enter into royalty or licensing
agreements. Moreover, such royalty or licensing agreements, if required, may not
be on terms acceptable to us, or at all, which could seriously harm our business
or financial condition.
 
GOVERNMENT REGULATION
 
    We are not subject to direct governmental regulation other than the laws and
regulations generally applicable to businesses in the domestic and foreign
jurisdictions in which we operate. In particular, we are not subject to
regulatory approval by the United States Food and Drug Administration as none of
our products are sold for use in diagnostic procedures or on human clinical
patients. In addition, we believe we are in compliance with all relevant
environmental laws.
 
EMPLOYEES
 
    As of October 15, 2000, we had 127 full-time employees and 6 part-time
employees, 38 of whom resided in the United States, 77 of whom resided in the
United Kingdom, 11 of whom resided in
 
                                       42

<PAGE>
Germany, 3 of whom resided in France and 4 of whom resided in Canada. None of
our employees is subject to any collective bargaining agreement. We believe that
our relationship with our employees is good.
 
FACILITIES
 
    Our four principal facilities incorporate manufacturing, development, sales
and marketing and administration functions. Our facilities consist of:
 
    - a leased 20,000 square foot facility in Holliston, Massachusetts, which is
      our corporate headquarters,
 
    - a leased 28,000 square foot facility in Cambridge, England,
 
    - an owned 15,500 square foot facility in Edenbridge, England, and
 
    - a leased 9,000 square foot facility in March-Hugstetten, Germany.
 
    We lease additional facilities for sales and administrative support in Les
Ulix, Paris France and Montreal, Quebec Canada.
 
LEGAL PROCEEDINGS
 
    On November 7, 2000, we received correspondence from counsel to Harvard
University claiming that our use of the term "Harvard Bioscience" and other
terms containing or consisting of the term "Harvard" constitutes trademark
infringement, false designation of origin, unfair competition and
cybersquatting. Counsel to Harvard University has also threatened us with legal
action if we do not cease and permanently refrain from using these terms. We do
not currently intend to take such steps, and we believe it is likely that
Harvard University will pursue this matter against us. We believe that these
claims are without merit, and we will vigorously seek to protect our rights
regarding such claims. While we are still investigating the matter, we do not
believe that the matter will have a material adverse effect on our business,
financial position or results of operations.
 
    From time to time, we may be involved in various other claims and legal
proceedings arising in the ordinary course of business. We are not currently a
party to any other claims or proceedings which, we believe, if decided adversely
to us, would either individually or in the aggregate have a material adverse
effect on our business, financial condition or results of operations.
 
                                       43

<PAGE>

                                   MANAGEMENT
 
EXECUTIVE OFFICERS AND DIRECTORS
 
    The following table shows information about our executive officers and
directors as of October 15, 2000.
 

<TABLE>
<CAPTION>
NAME                                                AGE                         POSITION
----                                              --------   ----------------------------------------------
<S>                                               <C>        <C>
Chane Graziano..................................     62      Chief Executive Officer and Director
 
David Green.....................................     36      President and Director
 
James Warren....................................     55      Chief Financial Officer
 
Mark Norige.....................................     46      Chief Operating Officer
 
John House......................................     56      Managing Director, Biochrom Ltd
 
Susan Luscinski.................................     44      Vice President of Finance and Administration
 
Christopher W. Dick.............................     46      Director
 
Robert Dishman..................................     56      Director
 
John F. Kennedy.................................     51      Director
 
Richard C. Klaffky, Jr..........................     54      Director
 
Earl R. Lewis...................................     56      Director
</TABLE>

 
Messrs. Dick and Klaffky are members of our compensation committee.
 
Messrs. Kennedy, Klaffky and Lewis are members of our audit committee.
 
    CHANE GRAZIANO has served as our Chief Executive Officer and as a member of
our board of directors since March 1996. Prior to joining Harvard Bioscience,
Mr. Graziano served as the President of Analytical Technology Inc., an
analytical electrochemistry instruments company, from 1993 to 1996 and as the
President and Chief Executive Officer of its predecessor, Analytical
Technology Inc.-Orion, an electrochemistry instruments and laboratory products
company, from 1990 until 1993. Mr. Graziano served as the President of Waters
Corporation, an analytical instrument manufacturer, from 1985 until 1989.
Mr. Graziano has over 36 years experience in the laboratory products and
analytical instruments industry.
 
    DAVID GREEN has served as our President and as a member of our board of
directors since March 1996. Prior to joining Harvard Bioscience, Mr. Green was a
strategy consultant with Monitor Company, a strategy consulting company, in
Cambridge, Massachusetts and Johannesburg, South Africa from June 1991 until
September 1995 and a brand manager for household products with Unilever PLC, a
packaged consumer goods company, in London from September 1985 to
February 1989. Mr. Green graduated from Oxford University with a B.A. Honors
degree in physics and holds a M.B.A. degree with distinction from Harvard
Business School.
 
    JAMES WARREN has served as our Chief Financial Officer since July 2000.
Prior to joining Harvard Bioscience, Mr. Warren served as the Chief Financial
Officer of Aquila Biopharmaceuticals, Inc., a life sciences company, from
January 1998 until July 2000 and as the Corporate Controller of Genzyme
Corporation, a biotechnology company, from 1991 until January 1998. Mr. Warren
holds a M.B.A. degree from Boston University.
 
    MARK NORIGE has served as our Chief Operating Officer since January 2000 and
in various other positions with us since September 1996. Prior to joining
Harvard Bioscience, Mr. Norige served as a Business Unit Manager at
QuadTech, Inc., an impedance measuring instrument manufacturer, from May 1995
until September 1996. Mr. Norige worked at Waters Corporation from 1977 until
May 1995.
 
                                       44

<PAGE>
    JOHN HOUSE has served as Managing Director of our Biochrom Ltd subsidiary
since July 2000. Prior to joining Biochrom, Mr. House was retired from January
1995 until July 2000 and engaged during that period primarily in charitable
activities. Mr. House served in various positions with, and most recently as a
Managing Director of, Unicam Ltd., a manufacturer of analytical instruments,
from 1987 until January 1995.
 
    SUSAN LUSCINKSI has served as our Vice President of Finance and
Administration since May 1999. Ms. Luscinski served as our Corporate Controller
from May 1988 until May 1999 and has served in various other positions at our
company and its predecessor since January 1985.
 
    CHRISTOPHER W. DICK has served as a director of Harvard Bioscience since
March 1996. Mr. Dick has served as Managing Director of Ascent Venture
Management, Inc., a private equity firm, since March 1999. Mr. Dick has served
as a Managing Member or General Partner of Ascent Venture Partners, L.P. fund
and Ascent Venture Partners II, L.P. fund since 1999. Prior to joining Ascent
Venture Management, Inc., Mr. Dick served as General Partner of Pioneer Capital
Corporation, a private equity management firm, from 1991 until March 1999.
Mr. Dick is a graduate of Cornell University and holds a M.B.A. degree from
Babson College.
 
    ROBERT DISHMAN has served as a director of Harvard Bioscience since
October 2000. Since 1994, Mr. Dishman has served in various positions with, and
most recently as an Executive Vice President and Director of Dyax Corp.
(formerly Biotage, Inc.), a commercial physical and biological research company.
Mr. Dishman holds a Ph.D. in Analytical Chemistry from the University of
Massachusetts-Amherst.
 
    JOHN F. KENNEDY has served as a director of Harvard Bioscience since
October 2000. Mr. Kennedy has served as the Senior Vice President, Finance,
Chief Financial Officer and Treasurer of RSA Security Inc., an e-business
security company, since August 1999. Prior to joining RSA Security, Mr. Kennedy
was Chief Financial Officer of decalog, NV, a developer of enterprise investment
management software, from 1998 to 1999. From 1993 to 1998, Mr. Kennedy served as
Vice President of Finance, Chief Financial Officer and Treasurer of Natural
MicroSystems Corporation, a telecommunications company. Mr. Kennedy holds a
M.S.B.A. in Accounting from the University of Massachusetts-Amherst.
 
    RICHARD C. KLAFFKY, JR. has served as a director of Harvard Bioscience since
March 1996. Since 1987, Mr. Klaffky has served as President of FINEC Corp., the
corporate general partner of two private equity partnerships, First New England
Capital L.P. and First New England Capital 2 L.P., based in Hartford,
Connecticut. Mr. Klaffky also serves as a director of Centrum Industries, a
manufacturing company in the metal forming, material handling and motor
production industries. Mr. Klaffky is a graduate of Brown University and holds a
M.B.A. degree from Columbia University.
 
    EARL R. LEWIS has served as a director of Harvard Bioscience since
October 2000. Mr. Lewis has served in various capacities with Thermo Instrument
Systems (now merged into Thermo Electron Corporation) since 1986 and was
subsequently named President in 1997 and Chief Executive Officer in 1998.
ThermoElectron Corporation develops, manufactures and markets measuring and
controlling devices. Mr. Lewis is Chairman of Thermo BioAnalysis Corporation,
Thermo Vision Corporation, Thermo Optek Corporation, ThermoQuest Corporation,
each of which is a developer of laboratory analytical instruments, and ONIX
Systems, Inc., a developer of measuring and controlling devices. Mr. Lewis is a
director of SpectRx, Inc., an electromedical and electrotherapeutic company,
Metrika Systems Corporation, a developer of industrial instruments for
measurement, display and control, and ThermoSpectra Corporation, a developer of
instruments for measuring and testing of electricity and electric signals.
 
                                       45

<PAGE>
BOARD COMPOSITION
 
    Following the closing of this offering, our board of directors will be
divided into three classes, each of whose members will serve for a staggered
three-year term. Our board of directors will consist of Messrs. Dick, Dishman
and Klaffky as Class I directors, whose term of office will continue until the
2001 annual meeting of stockholders, Messrs. Green and Kennedy as Class II
directors, whose term of office will continue until the 2002 annual meeting of
stockholders, and Messrs. Graziano and Lewis as Class III directors, whose term
of office will continue until the 2003 annual meeting of stockholders. At each
annual meeting of stockholders, a class of directors will be elected for a
three-year term to succeed the directors of the same class whose terms are then
expiring.
 
BOARD COMMITTEES
 
    Effective upon the closing of this offering, our board of directors will
reconstitute the audit committee and compensation committee.
 
    AUDIT COMMITTEE.  The members of the audit committee will be responsible for
recommending to the board of directors the engagement of our outside auditors
and reviewing our accounting controls and the results and scope of audits and
other services provided by our auditors. Our audit committee will consist of
three independent directors.
 
    COMPENSATION COMMITTEE.  The members of the compensation committee, a
majority of whom will be independent directors, will be responsible for
approving or recommending to the board of directors the amount and type of
consideration to be paid to senior management, administering our stock option
plans and establishing and reviewing general policies relating to compensation
and benefits of employees.
 
DIRECTOR COMPENSATION
 
    We reimburse our non-employee directors for their expenses incurred in
connection with attending board and committee meetings but do not provide cash
compensation for their services as board or committee members. Directors are
eligible to participate in our 2000 Stock Option and Incentive Plan. Each of our
non-employee directors, other than Messrs. Dick and Klaffky, will receive a
one-time option grant of 10,000 shares vesting annually over three years upon
joining the board and an annual option grant of 2,500 shares vesting annually
over three years on the date of each annual meeting of stockholders following
the closing of this offering. The exercise price for each of these option grants
will be equal to the fair market value of the underlying shares of our common
stock on the date of grant.
 

EXECUTIVE COMPENSATION
 
    The following table sets forth the total compensation paid or accrued in the
fiscal year ended December 31, 1999 to our Chief Executive Officer and the three
other executive officers whose aggregate compensation exceeded $100,000.
 
                                       46

<PAGE>
                           SUMMARY COMPENSATION TABLE
 

<TABLE>
<CAPTION>
                                                                         LONG-TERM
                                                 ANNUAL COMPENSATION   COMPENSATION
                                                 -------------------   -------------
                                                                          NUMBER
                                                                       OF SECURITIES
                                                                        UNDERLYING         ALL
                                                                          OPTIONS         OTHER
NAME AND POSITION                                 SALARY     BONUS        GRANTED      COMPENSATION
-----------------                                --------   --------   -------------   ------------
<S>                                              <C>        <C>        <C>             <C>
Chane Graziano ................................  $219,000   $232,000       458,257        $19,592(1)
  Chief Executive Officer
 
David Green ...................................   175,000    186,000       458,257         15,507(2)
  President
 
Mark A. Norige ................................   108,000     35,000            --          5,447(3)
  Chief Operating Officer
 
Susan M. Luscinski ............................    95,000     47,500            --          4,832(3)
  Vice President of Finance and Administration
</TABLE>

 
------------------------------
(1) Includes $7,357 in automobile lease payments, $7,520 in contributions by us
    to Mr. Graziano's 401(k) account and $4,715 representing life insurance
    purchased for Mr. Graziano's benefit.
 
(2) Includes $7,687 in automobile lease payments, $7,165 in contributions by us
    to Mr. Green's 401(k) account and $655 representing life insurance purchased
    for Mr. Green's benefit.
 
(3) Represents contributions by us to the executive officers' 401(k) accounts.
 
OPTION GRANTS IN LAST FISCAL YEAR AND OPTION VALUES AT FISCAL YEAR END
 
    The following table provides information regarding stock options granted to
the named executive officers during the fiscal year ended December 31, 1999.
 
                       OPTION GRANTS IN FISCAL YEAR 1999
 

<TABLE>
<CAPTION>
                                                                                                  POTENTIAL REALIZABLE
                                                      INDIVIDUAL GRANTS                             VALUE AT ASSUMED
                              -----------------------------------------------------------------      ANNUAL RATE OF
                                         NUMBER OF    PERCENT OF TOTAL                                 STOCK PRICE
                                         SECURITIES       OPTIONS                                     APPRECIATION
                                         UNDERLYING      GRANTED TO      EXERCISE                  FOR OPTION TERM(3)
                              DATE OF     OPTIONS       EMPLOYEES IN       PRICE     EXPIRATION   ---------------------
NAME                           GRANT     GRANTED(1)    FISCAL YEAR(2)    PER SHARE      DATE         5%          10%
----                          --------   ----------   ----------------   ---------   ----------   ---------   ---------
<S>                           <C>        <C>          <C>                <C>         <C>          <C>         <C>
Chane Graziano..............  3/2/1999    458,257            50%          $1.0461     3/2/2009    $301,480    $764,009
 
David Green.................  3/2/1999    458,257            50%           1.0461     3/2/2009     301,480     764,009
</TABLE>

 
--------------------------
(1) The options, as amended in September 2000, vest upon the sale of all or
    substantially all of our assets or capital stock for a price per share of
    common stock of at least $2.09, or if our fair market value at any time
    prior to December 31, 2000 results in a per share valuation, on a
    fully-diluted basis, of not less than $2.09 per share. The exercise price of
    the options is equal to the fair market value of our common stock on the
    date of grant.
 
(2) Based on an aggregate of 916,514 options granted in fiscal 1999.
 
(3) The amounts shown as potential realizable value illustrate what might be
    realized upon exercise immediately prior to expiration of the option term
    using the 5% and 10% appreciation rates compounded annually as established
    in regulations of the Securities and Exchange Commission.
 
                                       47

<PAGE>
    The following table sets forth the potential realizable value of the options
    granted to the listed executive officers using our assumed initial public
    offering price of $12.00 per share:
 

<TABLE>
<CAPTION>
                                                                            POTENTIAL REALIZABLE
                                                                              VALUE AT ASSUMED
                                                                              ANNUAL RATES OF
                                                                                STOCK PRICE
                                                           NUMBER OF            APPRECIATION
                                                          SECURITIES          FOR OPTION TERM
                                                          UNDERLYING      ------------------------
                                                        OPTIONS GRANTED       5%           10%
                                                        ---------------   ----------   -----------
<S>                                                     <C>               <C>          <C>
Chane Graziano........................................      458,257       $8,478,047   $13,783,827
 
David Green...........................................      458,257       $8,478,047   $13,783,827
</TABLE>

 
    The potential realizable value is not intended to predict future
    appreciation of the price of our common stock. The values shown do not
    consider non-transferability, vesting or termination of the options upon
    termination of the employee's employment relationship with us.
 
FISCAL YEAR-END OPTION VALUES
 
    The following table sets forth information concerning the number and value
of unexercised options to purchase common stock held as of December 31, 1999 by
the executive officers listed in the Summary Compensation Table. There was no
public trading market for our common stock as of December 31, 1999. Accordingly,
the values of the unexercised in-the-money options have been calculated on the
basis of the estimated fair value of our common stock at December 31, 1999 of
$3.67, less the applicable exercise price multiplied by the number of shares
which may be acquired on exercise. None of the executive officers listed in the
Summary Compensation Table exercised any stock options in fiscal 1999.
 
           AGGREGATE OPTION AMOUNTS AND FISCAL YEAR-END OPTION VALUES
 

<TABLE>
<CAPTION>
                                                   NUMBER OF SECURITIES          VALUE OF UNEXERCISED
                                                  UNDERLYING UNEXERCISED         IN-THE-MONEY OPTIONS
                                                OPTIONS AT FISCAL YEAR-END        AT FISCAL YEAR-END
                                                ---------------------------   ---------------------------
NAME                                            EXERCISABLE   UNEXERCISABLE   EXERCISABLE   UNEXERCISABLE
----                                            -----------   -------------   -----------   -------------
<S>                                             <C>           <C>             <C>           <C>
Chane Graziano................................    783,808        570,229      $2,872,746     $1,610,825
 
David Green...................................    783,808        570,229       2,872,746      1,610,825
 
Mark A. Norige................................     55,976         55,996         204,366        204,438
 
Susan M. Luscinski............................     83,965         28,007         307,742        102,653
</TABLE>

 
BENEFIT PLANS
 
    2000 STOCK OPTION AND INCENTIVE PLAN.  Our board of directors has adopted
the 2000 Stock Option and Incentive Plan, subject to stockholder approval. The
2000 Stock Option and Incentive Plan will be submitted to our stockholders for
approval in November 2000. The 2000 Stock Option and Incentive Plan allows for
the issuance of up to 3,750,000 shares of common stock plus an additional amount
equal to 15% of any net increase in the total number of shares of common stock
outstanding after this offering. Our compensation committee will administer the
2000 Stock Option and Incentive Plan.
 
    Under the 2000 Stock Option and Incentive Plan, our compensation committee
may:
 
    - grant incentive stock options,
 
    - grant non-qualified stock options,
 
    - grant stock appreciation rights,
 
    - issue or sell common stock with vesting or other restrictions, or without
      restrictions,
 
                                       48

<PAGE>
    - grant rights to receive common stock in the future with or without
      vesting,
 
    - grant common stock upon the attainment of specified performance goals, and
 
    - grant dividend rights in respect of common stock.
 
    These grants and issuances may be made to our officers, employees,
directors, consultants, advisors and other key persons.
 
    Our compensation committee has the right, in its discretion, to select the
individuals eligible to receive awards, determine the terms and conditions of
the awards granted, accelerate the vesting schedule of any award and generally
administer and interpret the plan.
 
    The exercise price of options granted under the 2000 Stock Option and
Incentive Plan is determined by our compensation committee. Under present law,
incentive stock options and options intended to qualify as performance-based
compensation under Section 162(m) of the Internal Revenue Code of 1986 may not
be granted at an exercise price less than the fair market value of the common
stock on the date of grant, or less than 110% of the fair market value in the
case of incentive stock options granted to optionees holding more than 10% of
the voting power.
 
    Non-qualified stock options may be granted at prices which are less than the
fair market value of the underlying shares on the date granted. Options are
typically subject to vesting schedules, terminate 10 years from the date of
grant and may be exercised for specified periods after the termination of the
optionee's employment or other service relationship with us. Upon the exercise
of options, the option exercise price must be paid in full either in cash or by
certified or bank check or other instrument acceptable to the committee or, in
the sole discretion of the committee, by delivery of shares of common stock that
have been owned by the optionee free of restrictions for at least six months.
 
    The 2000 Stock Option and Incentive Plan and all awards issued under the
plan will terminate upon a merger, reorganization or consolidation, the sale of
all or substantially all of our assets or all of our outstanding capital stock
or a liquidation or other similar transaction, unless Harvard Bioscience and the
other parties to such transactions have agreed otherwise. All participants under
the 2000 Stock Option and Incentive Plan will be permitted to exercise for a
period of 30 days before any such termination all awards held by them which are
then exercisable or will become exercisable upon the closing of the transaction.
 
    EMPLOYEE STOCK PURCHASE PLAN.  The Employee Stock Purchase Plan was adopted
by our board of directors in October 2000 subject to stockholder approval. The
Employee Stock Purchase Plan will be submitted to stockholders in November 2000.
Up to 500,000 shares of our common stock may be issued under the Employee Stock
Purchase Plan. The Employee Stock Purchase Plan is administered by our
compensation committee.
 
    The first offering under the Employee Stock Purchase Plan will commence on
January 1, 2001 and end on June 30, 2001. Subsequent offerings will commence on
each January 1 and July 1 thereafter and will have a duration of six months.
Generally, all employees who are customarily employed for more than 20 hours per
week as of the first day of the applicable offering period are eligible to
participate in the Employee Stock Purchase Plan. Any employee who owns or is
deemed to own shares of stock representing in excess of 5% of the combined
voting power of all classes of our stock may not participate in the Employee
Stock Purchase Plan.
 
    During each offering, an employee may purchase shares under the Employee
Stock Purchase Plan by authorizing payroll deductions of up to 10% of his cash
compensation during the offering period. Unless the employee has previously
withdrawn from the offering, his accumulated payroll deductions will be used to
purchase shares of our common stock on the last business day of the period at a
price equal to 85% of the fair market value of our common stock on the first or
last day of the offering period, whichever is lower. Under applicable tax rules,
an employee may purchase no more than
 
                                       49

<PAGE>
$25,000 worth of our common stock in any calendar year under the Employee Stock
Purchase Plan. We have not issued any shares to date under the Employee Stock
Purchase Plan.
 
    1996 STOCK OPTION AND GRANT PLAN.  Our 1996 Stock Option and Grant Plan was
initially approved by our board of directors and was approved by our
stockholders in March 1996. Our 1996 Stock Option and Grant Plan provides for
the issuance of 4,072,480 shares of our common stock. As of October 15, 2000,
options to purchase 599,096 shares of our common stock were outstanding under
our 1996 Stock Option and Grant Plan. Options granted under our 1996 Stock
Option and Grant Plan generally vest over four years and terminate on the tenth
anniversary of the date of grant. We will not make any additional grants under
our 1996 Stock Option and Grant Plan after the completion of this offering.
 
EMPLOYMENT ARRANGEMENTS
 
    We anticipate entering into employment agreements with each of Messrs.
Graziano, Green and Warren. Each proposed agreement is for a period of two
years, other than Mr. Warren's agreement which is for one year. Messrs. Graziano
and Green's agreement automatically extends for two additional years on the
second anniversary date and Mr. Warren's agreement automatically extends for one
additional year on the anniversary date unless either party has given notice
that it does not wish to extend the agreement. Each agreement provides for the
payment of base salary and incentive compensation and for the provision of
certain fringe benefits to the executive. Under their respective employment
agreements, the annual salary for Mr. Graziano is $275,000, the annual salary
for Mr. Green is $225,000 and the annual salary for Mr. Warren is $185,000. The
agreements require our executive officers to refrain from competing with us and
from soliciting our employees for a period of 12 months following termination
for any reason. Each agreement also provides for certain payments and benefits
for an executive officer should his or her employment with us be terminated
because of death or disability, by the executive for good reason or by us
without cause, as further defined in the agreements. In general, in the case of
a termination by the executive officer for good reason, or by us without cause,
the executive officer will receive up to two years' salary and bonus in the
cases of Messrs. Graziano and Green and one years' salary and bonus in the case
of Mr. Warren, an extension of benefits for one year and an acceleration of
vesting for stock options and restricted stock which otherwise would vest during
the next twenty-four months. Upon a change of control, as defined in the
agreements, the executive officer is eligible for payment of up to three years'
salary and bonus in the cases of Messrs. Graziano and Green and one-and-a-half
years' salary and bonus in the case of Mr. Warren, an extension of benefits for
one year and an acceleration of vesting for all outstanding stock options and
restricted stock.
 
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
 
    Messrs. Dick and Klaffky are the members of our compensation committee.
Neither Mr. Dick nor Mr. Klaffky is an executive officer of our company or has
received any compensation from us within the last three years other than in his
capacity as a director.
 
                                       50

<PAGE>
                  RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
 
STOCK REDEMPTIONS AND LOAN REPAYMENTS WITH STOCKHOLDERS
 
    In March 1996, our business was acquired by a group that was led by our
current management team of Chane Graziano, our Chief Executive Officer, and
David Green, our President, and that also included Paul Grindle, a former member
of our board of directors, Ascent Venture Partners, L.P. (formerly known as
Pioneer Venture Limited Partnership), Ascent Venture Partners II, L.P. (formerly
known as Pioneer Venture Limited Partnership II) and First New England Capital,
L.P. In connection with this acquisition, we issued redeemable preferred stock
for an aggregate purchase price of $1.5 million and subordinated debentures with
an aggregate principal amount of $1.0 million to our investors. The redeemable
preferred stock pays cumulative dividends at the rate of $0.26 per share
quarterly in arrears and the subordinated debentures bear interest at an annual
rate of 13% payable quarterly in arrears. The terms of the redeemable preferred
stock and the subordinated debentures require us to redeem or repay these
instruments upon the completion of this offering. A portion of the proceeds of
this offering will be used to retire the redeemable preferred stock and the
subordinated debentures. The redemption of the preferred stock and the
retirement of the subordinated debentures will result in payments of
approximately $167,000 to Mr. Graziano, our Chief Executive Officer and a member
of our board of directors, $500,000 to Ascent Venture Partners, L.P.,
$1.0 million to Ascent Venture Partners II, L.P. and $500,000 to First New
England Capital, L.P. Christopher W. Dick, a member of our board of directors,
is a Managing Director of Ascent Venture Management, Inc., the general partner
of Ascent Venture Partners, L.P., and Ascent Management SBIC Corp., the general
partner of Ascent Venture Partners II, L.P., and Richard C. Klaffky, Jr., a
member of our board of directors, is the President of FINEC Corp., the general
partner of First New England Capital, L.P.
 
TRANSACTIONS WITH AN AFFILIATE OF AN EXECUTIVE OFFICER
 
    In March 1996, we acquired our business from a company now known as Harvard
Clinical Technology Inc. Following this acquisition, we entered into several
transition-related transactions with Harvard Clinical. In 1997, we sold Harvard
Clinical several items of furniture, fixtures, appliances and equipment, leased
Harvard Clinical office space on the same terms as the underlying lease with the
third-party landlord, provided transition support services and assumed Harvard
Clinical's obligations to pay $10,000 in professional fees in exchange for
1,529,180 shares of our common stock held by a principal stockholder of Harvard
Clinical at an agreed upon value of $0.11 per share. The assets purchased by
Harvard Clinical had an aggregate purchase price of approximately $93,000, which
reflected their estimated fair market value as determined by Mr. Graziano, our
Chief Executive Officer, and the value at which they were recorded on our
balance sheet. We originally purchased these assets as part of the March 1996
acquisition of our business. We believe that each of these transactions was
consummated on terms at least as favorable to us as could have been obtained
from unaffiliated parties. Diane Green, who is an officer, director and
stockholder of Harvard Clinical, is the spouse of Mr. Green, our President and a
member of our board of directors.
 
LOANS TO OFFICERS IN CONNECTION WITH OPTION EXERCISES
 
    In September 2000, Mr. Graziano, our Chief Executive Officer, and
Mr. Green, our President, each exercised options to purchase 740,228 shares of
our common stock. Each of these officers paid substantially all of the exercise
price for these shares by issuing promissory notes to the Company. The aggregate
loans to Mr. Graziano are $789,000 and to Mr. Green are $789,000 pursuant to
these promissory notes. Each of these promissory notes is due in September 2003
and bears interest at an annual rate of 10%. These promissory notes are secured
by a pledge of all of the shares for which the exercise price was paid with the
respective promissory notes as well as additional shares held by each of these
officers.
 
                                       51

<PAGE>
CONSULTING RELATIONSHIP WITH FORMER DIRECTOR
 
   
    Mr. Grindle, a member of our board of directors until October 2000, was
retained by us as a consultant to provide general marketing and other advice to
our senior management team and to review all of the revisions to our catalog
from March 1996 to September 2000 when the consulting agreement was terminated.
In connection with this consulting agreement, Mr. Grindle received consulting
fees of $294,583 for the nine months ended September 30, 2000 and $258,437,
$262,040 and $268,030 for the years ended December 31, 1999, 1998 and 1997,
respectively. Mr. Grindle is no longer affiliated with us.
    
 
                                       52

<PAGE>
                       PRINCIPAL AND SELLING STOCKHOLDERS
 
    The following table sets forth information regarding the beneficial
ownership of Harvard Bioscience common stock as of October 15, 2000 and on an as
adjusted basis to reflect the sale of the common stock offered hereby by:
 
    - all persons known by us to own beneficially 5% or more of the common
      stock,
 
    - each of our directors,
 
    - the executive officers listed in the summary compensation table,
 
    - the stockholder selling shares in this offering, and
 
    - all of our directors and executive officers as a group.
 
    The number of shares beneficially owned by each stockholder is determined
under rules issued by the Securities and Exchange Commission and includes voting
or investment power with respect to securities. Under these rules, beneficial
ownership includes any shares as to which the individual or entity has sole or
shared voting power or investment power and includes any shares as to which the
individual or entity has the right to acquire beneficial ownership within
60 days after October 15, 2000 through the exercise of any warrant, stock option
or other right. The inclusion in this prospectus of such shares, however, does
not constitute an admission that the named stockholder is a direct or indirect
beneficial owner of such shares. Unless otherwise indicated, the address of all
listed stockholders is c/o Harvard Bioscience, Inc., 84 October Hill Road,
Holliston, MA 01746-1371.
 

<TABLE>
<CAPTION>
                                                        BENEFICIAL OWNERSHIP                 BENEFICIAL OWNERSHIP
                                                        PRIOR TO OFFERING(1)                  AFTER OFFERING(1)
                                                       ----------------------   SHARES TO   ----------------------
NAME OF BENEFICIAL OWNER                                 SHARES      PERCENT     BE SOLD      SHARES      PERCENT
------------------------                               ----------   ---------   ---------   ----------   ---------
<S>                                                    <C>          <C>         <C>         <C>          <C>
Christopher W. Dick(2) ..............................   6,465,037     34.9%           --     6,465,037     26.1%
  255 State Street
  Boston, MA 02109
 
Chane Graziano(3) ...................................   5,089,929     27.5%           --     5,089,929     20.5%
 
Ascent Venture Partners II, L.P.(4) .................   3,927,651     21.2%           --     3,927,651     15.8%
  255 State Street
  Boston, MA 02109
 
David Green .........................................   3,479,386     18.8%      172,450     3,306,936     13.3%
 
Ascent Venture Partners, L.P.(5) ....................   2,537,386     13.7%           --     2,537,386     10.2%
  255 State Street
  Boston, MA 02109
 
First New England Capital, L.P.(6) ..................   1,963,825     10.6%           --     1,963,825      7.9%
  100 Pearl Street
  Hartford, CT 06103
 
Richard C. Klaffky(7) ...............................   1,963,825     10.6%           --     1,963,825      7.9%
  100 Pearl Street
  Hartford, CT 06103
 
NEGF, II, L.P.(8) ...................................     955,935      5.2%           --       955,935      3.9%
  One Boston Place
  Suite 2100
  Boston, MA 02108
 
Susan M. Luscinski ..................................     111,972        *            --       111,972        *
 
Mark A. Norige ......................................      83,964        *            --        83,964        *
 
Robert Dishman ......................................          --        *            --            --        *
 
John F. Kennedy .....................................          --        *            --            --        *
 
Earl R. Lewis .......................................          --        *            --            --        *
 
All executive officers and directors, as a group
  (9 persons) .......................................  17,194,113     92.8%      172,450    17,021,663     68.7%
</TABLE>

 
--------------------------
 
  *  Represents less than 1% of the outstanding shares of common stock.
 
                                       53

<PAGE>
 (1) All percentages assume the underwriters do not elect to exercise the
     over-allotment option to purchase an additional 937,500 shares of common
     stock. The number of shares of common stock set forth herein includes
     shares to be issued upon completion of this offering pursuant to the
     conversion of all outstanding shares of our series B convertible preferred
     stock into shares of common stock and the exercise of all outstanding
     warrants to purchase shares of our common stock.
 
 (2) Consists solely of the shares described in notes (4) and (5) below, of
     which Mr. Dick may be considered the beneficial owner. Mr. Dick disclaims
     beneficial ownership of such shares, except to the extent of his pecuniary
     interest therein.
 
 (3) Includes 1,291,004 shares held by two trusts for the benefit of
     Mr. Graziano's children, of which Mr. Graziano is a trustee.
 
 (4) Ascent Management SBIC Corp. is the general partner of Ascent Venture
     Management II, L.P., which is the general partner of Ascent Venture
     Partners II, L.P., which exercises sole voting and investment power with
     respect to all of the shares held of record by Ascent Venture Partners II,
     L.P. Mr. Dick, a member of our board of directors, is the Managing Director
     of Ascent Management SBIC Corp. Mr. Dick disclaims any beneficial ownership
     of the shares held by Ascent Venture Partners II, L.P., except to the
     extent of his pecuniary interest therein.
 
 (5) Ascent Venture Management, Inc. is the general partner of Ascent Venture
     Partners, L.P., which exercises sole voting and investment power with
     respect to all of the shares held of record by Ascent Venture Partners,
     L.P. Mr. Dick, a member of our board of directors, is the Managing Director
     of Ascent Venture Management, Inc. Mr. Dick disclaims any beneficial
     ownership of the shares held by Ascent Venture Partners, L.P., except to
     the extent of his pecuniary interest therein.
 
 (6) FINEC Corp. is the general partner of First New England Capital, L.P.,
     which exercises sole voting and investment power with respect to all of the
     shares held of record by First New England Capital, L.P. Mr. Klaffky, a
     member of our board of directors, is the President of FINEC Corp.
     Mr. Klaffky disclaims any beneficial ownership of the shares held by First
     New England Capital, L.P., except to the extent of his pecuniary interest
     therein.
 
 (7) Consists solely of the shares described in note (6) above, of which
     Mr. Klaffky may be considered the beneficial owner. Mr. Klaffky disclaims
     beneficial ownership of such shares, except to the extent of his pecuniary
     interest therein.
 
 (8) NEGF Ventures, Inc. is the general partner of New England Partners, II,
     L.P., which is the general partner of NEGF II, L.P. NEGF Ventures, Inc.
     exercises sole voting and investment power with respect to all of the
     shares held of record by NEGF II, L.P. Individually, no stockholder,
     director or officer of NEGF Ventures, Inc. is deemed to have or share such
     voting or investment power.
 
                                       54

<PAGE>

                          DESCRIPTION OF CAPITAL STOCK
 
    Following this offering, our authorized capital stock will consist of
80,000,000 shares of common stock and 5,000,000 shares of undesignated preferred
stock, issuable in one or more series designated by our board of directors. No
other class of capital stock will be authorized. Prior to this offering, our
common stock was held by seven stockholders of record. The following information
relates only to our certificate of incorporation and by-laws, as they will exist
after this offering.
 
COMMON STOCK
 
    VOTING RIGHTS.  The holders of our common stock have one vote per share.
Holders of our common stock are not entitled to vote cumulatively for the
election of directors. Generally, all matters to be voted on by stockholders
must be approved by a majority, or, in the case of election of directors, by a
plurality, of the votes cast at a meeting at which a quorum is present, voting
together as a single class, subject to any voting rights granted to holders of
any then outstanding preferred stock.
 
    DIVIDENDS.  Holders of common stock will share ratably in any dividends
declared by our board of directors, subject to the preferential rights of any
preferred stock then outstanding. Dividends consisting of shares of common stock
may be paid to holders of shares of common stock.
 
    OTHER RIGHTS.  Upon our liquidation, dissolution or winding up, all holders
of common stock are entitled to share ratably in any assets available for
distribution to holders of shares of common stock. No shares of common stock are
subject to redemption or have preemptive rights to purchase additional shares of
common stock.
 
PREFERRED STOCK
 
    Our certificate of incorporation provides that 5,000,000 shares of preferred
stock may be issued from time to time in one or more series. Our board of
directors is authorized to fix the voting rights, if any, designations, powers,
preferences, qualifications, limitations and restrictions thereof, applicable to
the shares of each series. Our board of directors may, without stockholder
approval, issue preferred stock with voting and other rights that could
adversely affect the voting power and other rights of the holders of the common
stock and could have anti-takeover effects, including preferred stock or rights
to acquire preferred stock in connection with implementing a shareholder rights
plan. We have no present plans to issue any shares of preferred stock. The
ability of our board of directors to issue preferred stock without stockholder
approval could have the effect of delaying, deferring or preventing a change of
control with respect to our company or the removal of existing management.
 
WARRANTS
 
    As of October 15, 2000, we had outstanding warrants to purchase 8,509,905
shares of common stock at an exercise price of $0.0005 per share. The warrants
will expire on March 15, 2003. These warrants will be exercised in connection
with this offering.
 
REGISTRATION RIGHTS
 
    Following this offering, the holders of 17,208,101 shares of our common
stock will have rights with respect to registration of these shares under the
Securities Act of 1933. These rights are provided under the terms of a
securityholders agreement between us and certain of the holders of registrable
securities. Under these registration rights, holders of registrable securities
holding 30% or more of the then outstanding registrable securities held by all
holders of registrable securities may require on two occasions that we register
their shares for public resale. In addition, certain holders of registrable
securities may require that we register their shares for public resale on
Form S-3 or similar short-form registration, if we are eligible to use Form S-3
or similar short form registration and the value of the
 
                                       55

<PAGE>
securities to be registered is at least $2,000,000. If we elect to register any
of our shares of common stock for any public offering, the holders of
registrable securities are entitled to include shares of common stock in the
registration. However, we may reduce the number of shares proposed to be
registered in view of market conditions. We will pay all expenses in connection
with any registration, other than underwriting discounts and commissions.
 
INDEMNIFICATION MATTERS
 
    Prior to the offering, we will have entered into indemnification agreements
with each of our directors. The form of indemnification agreement provides that
we will indemnify our directors for expenses incurred because of their status as
a director to the fullest extent permitted by Delaware law, our certificate of
incorporation and our by-laws.
 
    Our certificate of incorporation contains a provision permitted by Delaware
law that generally eliminates the personal liability of directors for monetary
damages for breaches of their fiduciary duty, including breaches involving
negligence or gross negligence in business combinations, unless the director has
breached his or her duty of loyalty, failed to act in good faith, engaged in
intentional misconduct or a knowing violation of law, paid a dividend or
approved a stock repurchase in violation of the Delaware General Corporation Law
or obtained an improper personal benefit. This provision does not alter a
director's liability under the federal securities laws and does not affect the
availability of equitable remedies, such as an injunction or rescission, for
breach of fiduciary duty. Our by-laws provide that directors and officers shall
be, and in the discretion of our board of directors, non-officer employees may
be, indemnified by us to the fullest extent authorized by Delaware law, as it
now exists or may in the future be amended, against all expenses and liabilities
reasonably incurred in connection with service for or on behalf of us. Our
by-laws also provide for the advancement of expenses to directors and, in the
discretion of our board of directors, to officers and non-officer employees. In
addition, our by-laws provide that the right of directors and officers to
indemnification shall be a contract right and shall not be exclusive of any
other right now possessed or hereafter acquired under any by-law, agreement,
vote of stockholders or otherwise. We also have directors' and officers'
insurance against certain liabilities. We believe that the indemnification
agreements, together with the limitation of liability and indemnification
provisions of our certificate of incorporation and by-laws and directors' and
officers' insurance will assist us in attracting and retaining qualified
individuals to serve as our directors and officers.
 
    Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be provided to directors, officers or persons controlling us as
described above, we have been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act and is therefore unenforceable. At present, there is no
pending material litigation or proceeding involving any of our directors,
officers, employees or agents in which indemnification will be required or
permitted.
 
PROVISIONS OF OUR CERTIFICATE OF INCORPORATION AND BY-LAWS THAT MAY HAVE
  ANTI-TAKEOVER EFFECTS
 
    Certain provisions of our certificate of incorporation and by-laws described
below, as well as the ability of our board of directors to issue shares of
preferred stock and to set the voting rights, preferences and other terms
thereof, may be deemed to have an anti-takeover effect and may discourage
takeover attempts not first approved by our board of directors, including
takeovers which particular stockholders may deem to be in their best interests.
These provisions also could have the effect of discouraging open market
purchases of our common stock because they may be considered disadvantageous by
a stockholder who desires subsequent to such purchases to participate in a
business combination transaction with us or to elect a new director to our
board.
 
                                       56

<PAGE>
    NO STOCKHOLDER ACTION BY WRITTEN CONSENT
 
    Our certificate of incorporation provides that any action required or
permitted to be taken by our stockholders at an annual or special meeting of
stockholders must be effected at a duly called meeting and may not be taken or
effected by a written consent of stockholders.
 
    SPECIAL MEETINGS OF STOCKHOLDERS
 
    Our certificate of incorporation and by-laws provide that a special meeting
of stockholders may be called only by our board of directors. Our by-laws
provide that only those matters included in the notice of the special meeting
may be considered or acted upon at that special meeting unless otherwise
provided by law.
 
    ADVANCE NOTICE OF DIRECTOR NOMINATIONS AND STOCKHOLDER PROPOSALS
 
    Our by-laws include advance notice and informational requirements and time
limitations on any director nomination or any new proposal which a stockholder
wishes to make at an annual meeting of stockholders. For the first annual
meeting following the completion of this offering, a stockholder's notice of a
director nomination or proposal will be timely if delivered to our secretary at
our principal executive offices not later than the close of business on the
later of the 75th day prior to the scheduled date of such annual meeting or the
10th day following the day on which public announcement of the date of such
annual meeting is made by us.

 
AMENDMENT OF THE CERTIFICATE OF INCORPORATION
 
    As required by Delaware law, any amendment to our certificate of
incorporation must first be approved by a majority of our board of directors
and, if required by law, thereafter approved by a majority of the outstanding
shares entitled to vote with respect to such amendment, except that any
amendment to the provisions relating to stockholder action by written consent,
directors, limitation of liability and the amendment of our certificate of
incorporation must be approved by not less than 75% of the outstanding shares
entitled to vote with respect to such amendment.
 
AMENDMENT OF BY-LAWS
 
    Our certificate of incorporation and by-laws provide that our by-laws may be
amended or repealed by our board of directors or by the stockholders. Such
action by the board of directors requires the affirmative vote of a majority of
the directors then in office. Such action by the stockholders requires the
affirmative vote of at least 75% of the shares present in person or represented
by proxy at an annual meeting of stockholders or a special meeting called for
such purpose unless our board of directors recommends that the stockholders
approve such amendment or repeal at such meeting, in which case such amendment
or repeal only requires the affirmative vote of a majority of the shares present
in person or represented by proxy at the meeting.
 
STATUTORY BUSINESS COMBINATION PROVISION
 
    Following the offering, we will be subject to Section 203 of the Delaware
General Corporation Law, which prohibits a publicly-held Delaware corporation
from consummating a "business combination," except under certain circumstances,
with an "interested stockholder" for a period of three years after the date such
person became an "interested stockholder" unless:
 
    - before such person became an interested stockholder, the board of
      directors of the corporation approved the transaction in which the
      interested stockholder became an interested stockholder or approved the
      business combination;
 
                                       57

<PAGE>
    - upon the closing of the transaction that resulted in the interested
      stockholder becoming such, the interested stockholder owned at least 85%
      of the voting stock of the corporation outstanding at the time the
      transaction commenced, excluding shares held by directors who are also
      officers of the corporation and shares held by employee stock plans; or
 
    - following the transaction in which such person became an interested
      stockholder, the business combination is approved by the board of
      directors of the corporation and authorized at a meeting of stockholders
      by the affirmative vote of the holders of at least two-thirds of the
      outstanding voting stock of the corporation not owned by the interested
      stockholder.
 
    The term "interested stockholder" generally is defined as a person who,
together with affiliates and associates, owns, or, within the prior three years,
owned, 15% or more of a corporation's outstanding voting stock. The term
"business combination" includes mergers, consolidations, asset sales involving
10% or more of a corporation's assets and other similar transactions resulting
in a financial benefit to an interested stockholder. Section 203 makes it more
difficult for an "interested stockholder" to effect various business
combinations with a corporation for a three-year period. A Delaware corporation
may "opt out" of Section 203 with an express provision in its original
certificate of incorporation or an express provision in its certificate of
incorporation or by-laws resulting from an amendment approved by holders of at
least a majority of the outstanding voting stock. Neither our certificate of
incorporation nor our by-laws contain any such exclusion.
 
TRADING ON THE NASDAQ NATIONAL MARKET SYSTEM
 
    We have applied to have our common stock approved for quotation on the
Nasdaq National Market under the symbol "HBIO."
 
NO PREEMPTIVE RIGHTS
 
    No holder of any class of our stock has any preemptive right to purchase any
of our securities.
 
TRANSFER AGENT AND REGISTRAR
 
    The transfer agent and registrar for our common stock will be Registrar and
Transfer Company.
 
                                       58

<PAGE>
                        SHARES ELIGIBLE FOR FUTURE SALE
 
    Upon consummation of the offering, we will have outstanding 24,782,422
shares of common stock or 25,719,922 shares if the underwriters' over-allotment
option is exercised in full, in each case excluding shares underlying
outstanding options. Of these shares, all of the shares sold in this offering
(6,422,450 shares, or 7,359,950 shares if the underwriters' over-allotment
option is exercised in full) will be freely tradeable without restriction or
further registration under the Securities Act except for any shares purchased by
an "affiliate," which will be subject to the limitations of Rule 144 of the
Securities Act. As defined in Rule 144, an "affiliate" of an issuer is a person
that directly, or indirectly through one or more intermediaries, controls, is
controlled by or is under common control with the issuer. The remaining
outstanding shares of common stock will be "restricted securities" as defined in
Rule 144 and may not be resold in the absence of registration under the
Securities Act or pursuant to an exemption from such registration, including
exemptions provided by Rule 144.
 
    In addition, our executive officers, directors, and existing stockholders,
who own all of the shares of our capital stock outstanding prior to this
offering, have signed lock-up agreements in which they have agreed not to offer,
sell, contract to sell or otherwise dispose of any common stock or any
securities convertible into or exchangeable for common stock for a period of
180 days after the date of this prospectus without the prior written consent of
Thomas Weisel Partners LLC. Immediately following this offering, the shares
subject to the lock-up agreements will represent approximately 74% of the then
outstanding shares of common stock (71% if the underwriters' over-allotment
option is exercised in full). While the underwriters have indicated no present
intention to waive these restrictions, were they to do so, up to approximately
an additional 18,359,972 shares of our common stock could be available for sale
during the period following the offering, which could harm our stock price or
make it more difficult to sell our shares. Historically, factors that have led
underwriters to waive lock-up restrictions on a case by case basis include bona
fide gifts to charitable institutions and other small waivers which underwriters
reasonably believe will have minimal effect on the trading price of the common
stock of the applicable company.
 
RULE 144
 
    In general, under Rule 144, beginning 90 days after the date of this
prospectus, a person who has beneficially owned restricted shares for at least
one year, including persons who are affiliates, would be entitled to sell within
any three-month period a number of shares that does not exceed the greater of:
 
    - 1% of the then outstanding shares of our common stock, approximately
      247,824 shares immediately after this offering; or
 
    - the reported average weekly trading volume of our common stock during the
      four calendar weeks preceding a sale by such person.
 
    Sales under Rule 144 are also subject to manner-of-sale provisions, notice
requirements and the availability of current public information.
 
RULE 144(k)
 
    Under Rule 144(k), a person who has not been one of our affiliates during
the 90 days preceding a sale, and who has beneficially owned the shares proposed
to be sold for at least two years, is free to sell such shares without regard to
the volume, manner-of-sale or certain other limitations contained in Rule 144.
Upon completion of this offering, no holders of shares of our common stock will
be eligible to freely sell shares under Rule 144(k).
 
    Prior to this offering, there has been no public market for our common stock
and we can make no predictions about the effect, if any, that market sales of
shares or the availability of shares for sale will have on the market price of
our common stock prevailing from time to time. Future sales of substantial
 
                                       59

<PAGE>
amounts of our common stock in the public market, or the perception that such
sales may occur, may cause the market prices of our common stock to decline.
 
REGISTRATION RIGHTS
 
    After the 180-day period following the closing of this offering, the holders
of 17,208,101 shares of our common stock will have rights which require us to
register their shares for sale. See "Description of Capital Stock--Registration
Rights."
 
OPTIONS
 
    As of October 15, 2000, options to purchase 599,096 shares of our common
stock were outstanding. At some time following the effectiveness of the offering
chosen by the board of directors in its discretion, we intend to file a
registration statement on Form S-8 under the Securities Act to register all of
the shares of our common stock reserved for issuance under our 2000 Stock Option
and Incentive Plan, our Employee Stock Purchase Plan and our 1996 Stock Option
and Grant Plan. The filing of this registration statement will allow these
shares, other than those held by members of management who are deemed to be
affiliates, to be eligible for resale without restriction, subject to the
lock-up period related to this offering, or further registration upon issuance
to participants. After the effective date of the registration statement on
Form S-8 and, if applicable, the expiration of the lock-up period related to
this offering, shares purchased upon exercise of options granted pursuant to
these plans, generally will be available for resale in the public market by
non-affiliates without restriction. Sales by our affiliates of shares registered
on this registration statement are subject to all of the Rule 144 restrictions
except for the one-year minimum holding period requirement.
 
    In addition to possibly being able to sell option shares without restriction
under a Form S-8 registration statement when effective, persons other than our
affiliates are allowed under Rule 701 of the Securities Act to sell shares of
our common stock issued upon exercise of stock options beginning 90 days after
the date of this prospectus, subject only to the manner of sale provisions of
Rule 144 and to the lock-up period related to this offering. Our affiliates may
also begin selling option shares beginning 90 days after the date of this
prospectus but are subject to all of the Rule 144 restrictions except for the
one-year holding period requirement and to the 180-day lock-up period related to
this offering.
 
                                       60

<PAGE>

                                  UNDERWRITING
 
GENERAL
 
    Subject to the terms and conditions set forth in an agreement among the
underwriters and us, each of the underwriters named below, through their
representatives, Thomas Weisel Partners LLC, Dain Rauscher Incorporated and ING
Barings LLC have severally agreed to purchase from us the aggregate number of
shares of common stock set forth opposite its name below:
 

<TABLE>
<CAPTION>
                                                              NUMBER OF
UNDERWRITERS                                                   SHARES
------------                                                  ---------
<S>                                                           <C>
Thomas Weisel Partners LLC..................................
Dain Rauscher Incorporated..................................
ING Barings LLC.............................................
                                                              ---------
 
    Total...................................................  6,422,450
                                                              =========
</TABLE>

 
    Of the 6,422,450 shares to be purchased by the underwriters, 6,250,000
shares will be purchased from us and 172,450 shares will be purchased from our
president as a selling stockholder.
 
    The underwriting agreement provides that the obligations of the several
underwriters are subject to various conditions. The nature of the underwriters'
obligations commits them to purchase and pay for all of the shares of common
stock listed above if any are purchased.
 
    The underwriting agreement provides that we and the selling stockholder will
indemnify the underwriters against liabilities specified in the underwriting
agreement under the Securities Act or will contribute to payments that the
underwriters may be required to make relating to these liabilities.
 
    Thomas Weisel Partners LLC expects to deliver the shares of common stock to
purchasers on               , 2000.
 
OVER-ALLOTMENT OPTION
 
    We have granted a 30-day over-allotment option to the underwriters to
purchase up to a total of 937,500 additional shares of our common stock from us
at the initial public offering price, less the underwriting discounts and
commissions payable by us, as set forth on the cover page of this prospectus. If
the underwriters exercise this option in whole or in part, then each of the
underwriters will be separately committed, subject to conditions described in
the underwriting agreement, to purchase the additional shares of our common
stock in proportion to their respective commitments set forth in the table
above.
 
DETERMINATION OF OFFERING PRICE
 
    Prior to this offering, there has been no public market for our common
stock. The initial public offering price will be determined through negotiations
between us and the representatives. In addition to prevailing market conditions,
the factors to be considered in determining the initial public offering price
will include:
 
    - the valuation multiples of publicly-traded companies that the
      representatives believe are comparable to us,
 
    - our financial information,
 
                                       61

<PAGE>
    - our history and prospects and the outlook for our industry,
 
    - an assessment of our management, our past and present operations, and the
      prospects for, and timing of, our future revenues,
 
    - the present state of our development and the progress of our business
      plan, and
 
    - the above factors in relation to market values and various valuation
      measures of other companies engaged in activities similar to ours.
 
    We cannot assure you that an active or orderly trading market will develop
for our common stock or that our common stock will trade in the public markets
subsequent to this offering at or above the initial offering price.
 
COMMISSIONS AND DISCOUNTS
 
    The underwriters propose to offer the shares of common stock directly to the
public at the public offering price set forth on the cover page of this
prospectus, and at this price less a concession not in excess of $      per
share of common stock to other dealers specified in a master agreement among
underwriters who are members of the National Association of Securities
Dealers, Inc. The underwriters may allow, and the other dealers specified may
reallow, concessions, not in excess of $      per share of common stock to these
other dealers. After this offering, the offering price, concessions and other
selling terms may be changed by the underwriters. Our common stock is offered
subject to receipt and acceptance by the underwriters and to other conditions,
including the right to reject orders in whole or in part.
 
    The following table summarizes the compensation to be paid to the
underwriters by us and the expenses payable by us:
 

<TABLE>
<CAPTION>
                                                                                   TOTAL
                                                                      -------------------------------
                                                                         WITHOUT            WITH
                                                          PER SHARE   OVER-ALLOTMENT   OVER-ALLOTMENT
                                                          ---------   --------------   --------------
<S>                                                       <C>         <C>              <C>
Public offering price...................................  $              $                $
Underwriting discount...................................
Proceeds, before expenses, to us........................
Proceeds, before expenses, to our president as a selling
  stockholder...........................................
</TABLE>

 
INDEMNIFICATION OF THE UNDERWRITERS
 
    We and the selling stockholder will indemnify the underwriters against some
civil liabilities, including liabilities under the Securities Act and
liabilities arising from breaches of our representations and warranties
contained in the underwriting agreement. If we are unable to provide this
indemnification, we will contribute to payments the underwriters may be required
to make in respect of those liabilities.
 
RESERVED SHARES
 
    The underwriters, at our request, have reserved for sale at the initial
public offering price up to 300,000 shares of common stock to be sold in this
offering for sale to our employees and other persons designated by us. The
number of shares available for sale to the general public will be reduced to the
extent that any reserved shares are purchased. Any reserved shares not purchased
in this manner will be offered by the underwriters on the same basis as the
other shares offered in this offering.
 
                                       62

<PAGE>
NO SALES OF SIMILAR SECURITIES
 
    Our directors, officers, selling stockholder and other stockholders holding
all of the outstanding shares of our capital stock prior to this offering have
agreed or have a contractual obligation to agree, subject to specified
exceptions, not to offer, sell, agree to sell, directly or indirectly, or
otherwise dispose of any shares of common stock or any securities convertible
into or exchangeable for shares of common stock without the prior written
consent of Thomas Weisel Partners LLC for a period of 180 days after the date of
this prospectus.
 
    We have agreed that for a period of 180 days after the date of this
prospectus we will not, without the prior written consent of Thomas Weisel
Partners LLC, offer, sell, or otherwise dispose of any shares of common stock,
except for the shares of common stock offered in the offering and the shares of
common stock issuable upon exercise of outstanding options and warrants on the
date of this prospectus.
 
INFORMATION REGARDING THOMAS WEISEL PARTNERS LLC
 
    Thomas Weisel Partners LLC, one of the representatives of the underwriters,
was organized and registered as a broker-dealer in December 1998. Since December
1998, Thomas Weisel Partners LLC has been named as a lead or co-manager on 148
completed transactions and has acted as a syndicate member in an additional 129
public offerings of equity securities. Thomas Weisel Partners LLC does not have
any material relationship with us or any of our officers, directors or other
controlling persons, except with respect to its contractual relationship with us
pursuant to the underwriting agreement entered into in connection with this
offering.
 
NASDAQ NATIONAL MARKET LISTING
 
    We have applied to have our common stock approved for quotation on the
Nasdaq National Market under the symbol "HBIO."
 
DISCRETIONARY ACCOUNTS
 
    The underwriters do not expect sales of shares of common stock offered by
this prospectus to any accounts over which they exercise discretionary authority
to exceed five percent of the shares offered.
 
SHORT SALES, STABILIZING TRANSACTIONS AND PENALTY BIDS
 
    In order to facilitate this offering, persons participating in this offering
may engage in transactions that stabilize, maintain or otherwise affect the
price of our common stock during and after this offering. Specifically, the
underwriters may engage in the following activities in accordance with the rules
of the U.S. Securities and Exchange Commission.
 
    SHORT SALES.  Short sales involve the sale by the underwriters of a greater
number of shares than they are required to purchase in the offering. "Covered"
short sales are sales made in an amount not greater than the underwriters'
option to purchase additional shares from the issuer in the offering. The
underwriters may close out any covered short position by either exercising their
option to purchase shares or purchasing shares in the open market. In
determining the source of shares to close out the covered short position, the
underwriters will consider, among other things, the price of shares available
for purchase in the open market as compared to the price at which they may
purchase shares through the over-allotment option. "Naked" short sales are any
sales in excess of such over-allotment option. The underwriters must close out
any naked short position by purchasing shares in the open market. A naked short
position is more likely to be created if the underwriters are concerned that
there may be downward pressure on the price of the common stock in the open
market after pricing that could adversely affect investors who purchase in the
offering.
 
                                       63

<PAGE>
    STABILIZING TRANSACTIONS.  The underwriters may make bids for or purchases
of the shares for the purpose of pegging, fixing or maintaining the price of the
shares, so long as stabilizing bids do not exceed a specified maximum.
 
    PENALTY BIDS.  If the underwriters purchase shares in the open market in a
stabilizing transaction or syndicate covering transaction, they may reclaim a
selling concession from the underwriters and selling group members who sold
those shares as part of this offering. Stabilization and syndicate covering
transactions may cause the price of the shares to be higher than it would be in
the absence of these transactions. The imposition of a penalty bid might also
have an effect on the price of the shares if it discourages resales of the
shares.
 
    The transactions above may occur on the Nasdaq National Market or otherwise.
Neither we nor the underwriters make any representation or prediction as to the
effect that the transactions described above may have on the price of the
shares. If these transactions are commenced, they may be discontinued without
notice at any time.
 

                                 LEGAL MATTERS
 
    The validity of the shares of common stock offered hereby will be passed
upon for us by Goodwin, Procter & Hoar LLP, Boston, Massachusetts. Various legal
matters related to the sale of the common stock offered hereby will be passed
upon for the underwriters by Mintz, Levin, Cohn, Ferris, Glovsky and Popeo,
P.C., Boston, Massachusetts.
 

                                    EXPERTS
 
    The consolidated financial statements of Harvard Apparatus, Inc. and
subsidiaries as of December 31, 1998, 1999 and September 30, 2000, and for each
of the years ended December 31, 1997, 1998 and 1999, and for the nine months
ended September 30, 2000, have been included herein and in the registration
statement in reliance upon the report of KPMG LLP, independent certified public
accountants, appearing elsewhere herein, and the authority of said firm as
experts in auditing and accounting.
 
    The audited consolidated financial statements of Pharmacia & Upjohn
(Cambridge) Limited as of December 31, 1997 and 1998, and for each of the years
ended December 31, 1997 and 1998, have been included herein and in the
registration statement in reliance upon the report of PricewaterhouseCoopers,
independent chartered accountants, appearing elsewhere herein, and the authority
of said firm as experts in auditing and accounting.
 
                      WHERE YOU CAN FIND MORE INFORMATION
 
    We have filed with the Securities and Exchange Commission, or SEC, a
registration statement on Form S-1 (including the exhibits and schedules
thereto) under the Securities Act and the rules and regulations thereunder, for
the registration of the common stock offered hereby. This prospectus is part of
the registration statement. This prospectus does not contain all the information
included in the registration statement because we have omitted certain parts of
the registration statement as permitted by the SEC rules and regulations. For
further information about us and our common stock, you should refer to the
registration statement. Statements contained in this prospectus as to any
contract, agreement or other document referred to are not necessarily complete.
Where the contract or other document is an exhibit to the registration
statement, each statement is qualified by the provisions of that exhibit.
 
    You can inspect and copy the registration statement at the public reference
facility maintained by the SEC at Room 1024, 450 Fifth Street, N.W., Washington,
D.C. 20549, and at the SEC's regional offices at Seven World Trade Center, 13th
Floor, New York, New York 10048 and 500 West Madison
 
                                       64

<PAGE>
Street, Suite 1400, Chicago, Illinois 60661. You may call the SEC at
1-800-732-0330 for further information about the operation of the public
reference rooms. Copies of all or any portion of the registration statement can
be obtained from the Public Reference Section of the SEC, 450 Fifth Street,
N.W., Washington, D.C. 20549, at prescribed rates. In addition, the registration
statement is publicly available through the SEC's site on the Internet's World
Wide Web, located at http://www.sec.gov.
 
    We will also file annual, quarterly and current reports, proxy statements
and other information with the SEC. You can also request copies of these
documents, for a copying fee, by writing to the SEC. We intend to furnish to our
stockholders annual reports containing audited financial statements for each
fiscal year.
 
                                       65

<PAGE>
                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
 

<TABLE>
<S>                                                           <C>
HARVARD APPARATUS, INC. AND SUBSIDIARIES
 
Independent Auditors' Report................................     F-2
Consolidated Balance Sheets at December 31, 1998 and 1999
  and September 30, 2000....................................     F-3
Consolidated Statements of Operations for the years ended
  December 31, 1997, 1998 and 1999 and the nine months ended
  September 30, 1999 (unaudited) and 2000...................     F-5
Consolidated Statements of Stockholders' Equity (Deficit)
  and Comprehensive Income (Loss) for the years ended
  December 31, 1997, 1998 and 1999 and the nine months ended
  September 30, 2000........................................     F-6
Consolidated Statements of Cash Flows for the years ended
  December 31, 1997, 1998 and 1999 and the nine months ended
  September 30, 1999 (unaudited) and 2000...................     F-7
Notes to Consolidated Financial Statements..................     F-8
 
PHARMACIA & UPJOHN (CAMBRIDGE) LIMITED
 
Directors' Report...........................................    F-28
Statement of Directors' Responsibilities....................    F-30
Report of the Auditors......................................    F-31
Profit and Loss Account for the years ended December 31,
  1997 and 1998.............................................    F-32
Balance Sheet for the years ended December 31, 1997 and
  1998......................................................    F-33
Cash Flow Statement for the years ended December 31, 1997
  and 1998..................................................    F-34
Notes to the Accounts.......................................    F-35
</TABLE>

 
                                      F-1

<PAGE>
   

                          INDEPENDENT AUDITORS' REPORT
    
 
The Board of Directors
Harvard Apparatus, Inc.:
 
    We have audited the accompanying consolidated balance sheets of Harvard
Apparatus, Inc. and subsidiaries (the "Company") as of September 30, 2000,
December 31, 1999 and 1998, and the related consolidated statements of
operations, stockholders' equity (deficit) and comprehensive income (loss), and
cash flows for the nine months ended September 30, 2000 and for each of the
years in the three-year period ended December 31, 1999. These consolidated
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these consolidated financial
statements based on our audits.
 
    We conducted our audits in accordance with auditing standards generally
accepted in the United States of America. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the
consolidated financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the consolidated financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall consolidated financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
 
    In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the consolidated financial position of
Harvard Apparatus, Inc. and subsidiaries at September 30, 2000, December 31,
1999 and 1998, and the results of their operations and their cash flows for the
nine months ended September 30, 2000 and for each of the years in the three-year
period ended December 31, 1999, in conformity with accounting principles
generally accepted in the United States of America.
 
   

/s/ KPMG LLP
KPMG LLP
October 19, 2000, except as to

note 20 which is
as of October 25, 2000
Boston, Massachusetts
    
 
                                      F-2

<PAGE>
                    HARVARD APPARATUS, INC. AND SUBSIDIARIES
 
                          CONSOLIDATED BALANCE SHEETS
 

<TABLE>
<CAPTION>
                                                         DECEMBER 31,    DECEMBER 31,    SEPTEMBER 30,
                                                             1998            1999             2000
                                                         -------------   -------------   --------------
<S>                                                      <C>             <C>             <C>
                                        ASSETS (NOTES 6 AND 7)
 
Current assets:
  Cash and cash equivalents............................   $  956,771      $ 2,396,053     $ 2,148,880
  Trade accounts receivable, net of reserve for
    uncollectible accounts of $61,004 and $87,642 at
    December 31, 1998 and 1999, respectively, and
    $88,648 at September 30, 2000......................    1,659,766        4,191,850       3,878,152
  Other receivables and other assets...................       49,716          201,946         223,090
  Inventories (note 4).................................    1,656,318        2,849,670       3,679,735
  Catalog costs........................................      450,087           66,829         394,558
  Prepaid expenses.....................................      202,916          593,348         265,340
  Deferred tax asset (note 13).........................       96,736          987,853         344,714
                                                          ----------      -----------     -----------
      Total current assets.............................    5,072,310       11,287,549      10,934,469
                                                          ----------      -----------     -----------
 
Property, plant and equipment, net (notes 5 and 10)....      969,905        1,559,922       1,513,098
                                                          ----------      -----------     -----------
 
Other assets:
  Catalog costs, less current portion..................      163,497          165,419         193,712
  Deferred tax asset (note 13).........................       28,182          432,797         344,304
  Deferred initial public offering costs...............           --               --         596,365
  Goodwill, net of accumulated amortization of $27,661,
    $395,896 and $902,891 at December 31, 1998 and 1999
    and September 30, 2000, respectively (note 3)......      925,973        6,583,354       9,148,744
  Other assets (notes 3 and 12)........................       60,626          580,829         505,387
                                                          ----------      -----------     -----------
      Total other assets...............................   $1,178,278      $ 7,762,399     $10,788,512
                                                          ----------      -----------     -----------
                                                          $7,220,493      $20,609,870     $23,236,079
                                                          ==========      ===========     ===========
</TABLE>

 
          See accompanying notes to consolidated financial statements.
 
                                      F-3

<PAGE>
                    HARVARD APPARATUS, INC. AND SUBSIDIARIES
 
                          CONSOLIDATED BALANCE SHEETS
 

<TABLE>
<CAPTION>
                                                       DECEMBER 31,    DECEMBER 31,    SEPTEMBER 30,
                                                           1998            1999             2000
                                                       -------------   -------------   --------------
<S>                                                    <C>             <C>             <C>
Current liabilities:
  Short-term debt (note 6)...........................   $1,050,000     $  2,200,000    $   3,150,000
  Current installments of long-term debt (note 7)....      190,389          794,173        1,556,618
  Trade accounts payable.............................      751,338        1,880,246        2,107,838
  Accrued income taxes payable (note 13).............      162,726          957,834          638,862
  Accrued expenses (note 17).........................      586,289        1,399,523        2,266,547
  Other liabilities..................................      101,271          272,731          183,478
  Current deferred income tax liability..............       24,524               --            6,011
                                                        ----------     ------------    -------------
      Total current liabilities......................    2,866,537        7,504,507        9,909,354
                                                        ----------     ------------    -------------
 
Long-term debt, less current installments (note 7)...      638,466        5,072,941        5,730,313
Deferred income tax liability (note 13)..............       37,601           48,649               --
                                                        ----------     ------------    -------------
      Total long-term liabilities....................      676,067        5,121,590        5,730,313
                                                        ----------     ------------    -------------
 
Commitments and contingencies (notes 8, 9, 10, 11,
  and 18)
 
Preferred stock, 600,000 shares authorized (note 8);
    Redeemable series "A" 469,300 shares issued and
      outstanding....................................    1,500,000        1,500,000        1,500,000
    Convertible and redeemable series "B" 48,500
      shares issued and outstanding..................           --        1,000,000        1,000,000
Common stock warrants (note 9).......................    1,500,352       31,194,371      102,114,613
                                                        ----------     ------------    -------------
      Total redeemable preferred stock and common
        stock warrants...............................    3,000,352       33,694,371      104,614,613
                                                        ----------     ------------    -------------
 
Stockholders' equity (deficit) (notes 9 and 14):
  Common stock, par value $.01 per share, 80,000,000
    shares authorized; 10,259,410 shares issued and
    outstanding at December 31, 1998 and 1999,
    13,727,365 shares issued and outstanding at
    September 30, 2000...............................      102,604          102,604          137,274
  Accumulated other comprehensive loss...............      (34,720)         (54,690)        (713,265)
  Additional paid-in capital--stock options..........           --        3,283,164        3,292,593
  Additional paid-in capital--common stock...........           --               --       14,838,792
  Retained earnings (accumulated deficit)............    1,277,398      (28,373,931)    (112,357,900)
  Notes receiveable..................................           --               --       (1,547,950)

  Treasury stock, 4,660,784 common shares, at cost...     (667,745)        (667,745)        (667,745)
                                                        ----------     ------------    -------------
      Total stockholders' equity (deficit)...........      677,537      (25,710,598)     (97,018,201)
                                                        ----------     ------------    -------------
                                                        $7,220,493     $ 20,609,870    $  23,236,079
                                                        ==========     ============    =============
</TABLE>

 
                See accompanying notes to financial statements.
 
                                      F-4

<PAGE>
                    HARVARD APPARATUS, INC. AND SUBSIDIARIES
 
                     CONSOLIDATED STATEMENTS OF OPERATIONS
 

<TABLE>
<CAPTION>
                                                                                     NINE MONTHS ENDED
                                              YEARS ENDED DECEMBER 31,                 SEPTEMBER 30,
                                      ----------------------------------------   --------------------------
                                         1997          1998           1999          1999           2000
                                      -----------   -----------   ------------   -----------   ------------
                                                                                 (UNAUDITED)
<S>                                   <C>           <C>           <C>            <C>           <C>
Revenues (notes 15 and 19)..........  $11,464,157   $12,154,025   $ 26,177,814   $18,469,913   $ 22,069,026
Cost of goods sold..................    5,127,709     5,351,271     13,546,933     9,359,160     11,461,610
Stock compensation expense (note
  14)...............................           --            --             --            --        151,200
                                      -----------   -----------   ------------   -----------   ------------
    Gross profit....................    6,336,448     6,802,754     12,630,881     9,110,753     10,456,216
 
General and administrative
  expense...........................    2,338,423     2,317,021      4,146,564     2,926,818      3,733,613
Sales and marketing expense.........    1,672,388     1,721,606      2,448,505     1,841,771      2,358,965
Research and development............      206,497       324,792      1,187,584       840,767      1,207,522
Stock compensation expense (note
  14)...............................           --            --      3,283,164       937,138     13,180,743
Amortization of goodwill
  (note 3)..........................           --        27,661        368,235       251,843        423,126
                                      -----------   -----------   ------------   -----------   ------------
    Operating (loss) income.........    2,119,140     2,411,674      1,196,829     2,312,416    (10,447,753)
                                      -----------   -----------   ------------   -----------   ------------
 
Other (expense) income:
  Foreign currency (loss) gain......      (96,549)       21,418        (47,982)       60,967       (456,393)
  Common stock warrant interest
    expense (note 9)................     (116,574)   (1,379,460)   (29,694,019)   (7,402,457)   (70,920,242)
  Interest expense..................     (238,669)     (221,932)      (679,122)     (484,330)      (689,066)
  Interest income...................       16,176        12,567         22,767        16,159         34,536
  Amortization of deferred financing
    costs...........................           --            --        (63,442)      (44,437)       (56,102)
  Other.............................      106,013        10,067        (17,468)      (14,813)        27,830
                                      -----------   -----------   ------------   -----------   ------------
    Other expense, net..............     (329,603)   (1,557,340)   (30,479,266)   (7,868,911)   (72,059,437)
                                      -----------   -----------   ------------   -----------   ------------
 
    (Loss) income before income
      taxes.........................    1,789,537       854,334    (29,282,437)   (5,556,495)   (82,507,190)
 
Income taxes (note 13)..............      682,329       783,192        137,480       649,392      1,354,351
                                      -----------   -----------   ------------   -----------   ------------
    Net (loss) income...............    1,107,208        71,142    (29,419,917)   (6,205,887)   (83,861,541)
Preferred stock dividends...........     (121,668)     (121,666)      (156,586)     (115,444)      (122,428)
                                      -----------   -----------   ------------   -----------   ------------
Net (loss) income available to
  common shareholders...............  $   985,540   $   (50,524)  $(29,576,503)  $(6,321,331)  $(83,983,969)
                                      ===========   ===========   ============   ===========   ============
 
(Loss) income per share
  (note 16):
  Basic.............................  $      0.13   $     (0.01)  $      (5.28)  $     (1.13)  $     (13.11)
                                      ===========   ===========   ============   ===========   ============
  Diluted...........................  $      0.06   $     (0.01)  $      (5.28)  $     (1.13)  $     (13.11)
                                      ===========   ===========   ============   ===========   ============
 
Weighted average common shares:
  Basic.............................    7,406,486     5,598,626      5,598,626     5,598,626      6,407,682
                                      ===========   ===========   ============   ===========   ============
  Diluted...........................   17,500,194     5,598,626      5,598,626     5,598,626      6,407,682
                                      ===========   ===========   ============   ===========   ============
</TABLE>

 
          See accompanying notes to consolidated financial statements.
 
                                      F-5

<PAGE>
                    HARVARD APPARATUS, INC. AND SUBSIDIARIES
 
  CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) AND COMPREHENSIVE
                                 INCOME (LOSS)

<TABLE>
<CAPTION>
                                                                  ADDITIONAL    ADDITIONAL
                                                  ACCUMULATED      PAID-IN        PAID-IN       RETAINED
                                                     OTHER        CAPITAL--      CAPITAL--      EARNINGS
                                       COMMON    COMPREHENSIVE      STOCK         COMMON      (ACCUMULATED       NOTES
                                       STOCK         LOSS          OPTIONS         STOCK        DEFICIT)      RECEIVABLE
                                      --------   -------------   ------------   -----------   -------------   -----------
<S>                                   <C>        <C>             <C>            <C>           <C>             <C>
Balance at December 31, 1996........  $102,604     $  71,183     $         --   $        --   $     342,382   $        --
  Preferred stock dividends.........       --             --               --            --        (121,668)           --
  Purchase of treasury stock........       --             --                             --              --            --
  Comprehensive income (loss):
    Net income......................       --             --               --            --       1,107,208            --
    Translation adjustments.........       --        (97,444)              --            --              --            --
  Total comprehensive income........
                                      --------     ---------     ------------   -----------   -------------   -----------
 
Balance at December 31, 1997........  102,604        (26,261)              --            --       1,327,922            --
 
  Preferred stock dividends.........       --             --               --            --        (121,666)           --
 
  Comprehensive income (loss):
    Net income......................       --             --               --            --          71,142            --
    Translation adjustments.........       --         (8,459)              --            --              --            --
  Total comprehensive income........
                                      --------     ---------     ------------   -----------   -------------   -----------
 
Balance at December 31, 1998........  102,604        (34,720)              --            --       1,277,398            --
 
  Preferred stock dividends.........       --             --               --            --        (156,586)           --
 
  Preferred stock issuance
    costs...........................       --             --               --            --         (74,826)           --
 
  Stock compensation expense........       --             --        3,283,164            --              --            --
  Comprehensive income (loss):
    Net loss........................       --             --               --            --     (29,419,917)           --
    Translation adjustments.........       --        (19,970)              --            --              --            --
  Total comprehensive income
    (loss)..........................
                                      --------     ---------     ------------   -----------   -------------   -----------
 
Balance at December 31, 1999........  102,604        (54,690)       3,283,164            --     (28,373,931)           --
 
  Preferred stock dividends.........       --             --               --            --        (122,428)           --
 
  Issuance of common stock..........   34,670             --      (13,322,514)   14,838,792              --    (1,547,950)
 
  Stock compensation expense........       --             --       13,331,943            --              --            --
  Comprehensive income (loss):
    Net loss........................       --             --               --            --     (83,861,541)           --
    Translation adjustments.........       --       (658,575)              --            --              --            --
  Total comprehensive income
    (loss)..........................
                                      --------     ---------     ------------   -----------   -------------   -----------
 
Balance at September 30, 2000.......  $137,274     $(713,265)    $  3,292,593   $14,838,792   $(112,357,900)  $(1,547,950)
                                      ========     =========     ============   ===========   =============   ===========
 
<CAPTION>
 
                                                         TOTAL
                                                     STOCKHOLDERS'
                                        TREASURY        EQUITY
                                         STOCK         (DEFICIT)
                                      ------------   -------------
<S>                                   <C>            <C>
Balance at December 31, 1996........  $         --   $    516,169
  Preferred stock dividends.........            --       (121,668)
  Purchase of treasury stock........      (667,745)      (667,745)
  Comprehensive income (loss):
    Net income......................            --      1,107,208
    Translation adjustments.........            --        (97,444)
                                                     ------------
  Total comprehensive income........                    1,009,764
                                      ------------   ------------
Balance at December 31, 1997........      (667,745)       736,520
  Preferred stock dividends.........            --       (121,666)
  Comprehensive income (loss):
    Net income......................            --         71,142
    Translation adjustments.........            --         (8,459)
                                                     ------------
  Total comprehensive income........                       62,683
                                      ------------   ------------
Balance at December 31, 1998........      (667,745)       677,537
  Preferred stock dividends.........            --       (156,586)
  Preferred stock issuance
    costs...........................            --        (74,826)
  Stock compensation expense........            --      3,283,164
  Comprehensive income (loss):
    Net loss........................            --    (29,419,917)
    Translation adjustments.........            --        (19,970)
                                                     ------------
  Total comprehensive income
    (loss)..........................                  (29,439,887)
                                      ------------   ------------
Balance at December 31, 1999........      (667,745)   (25,710,598)
  Preferred stock dividends.........                     (122,428)
  Issuance of common stock..........            --          2,998
  Stock compensation expense........            --     13,331,943
  Comprehensive income (loss):
    Net loss........................            --    (83,861,541)
    Translation adjustments.........            --       (658,575)
                                                     ------------
  Total comprehensive income
    (loss)..........................                  (84,520,116)
                                      ------------   ------------
Balance at September 30, 2000.......  $   (667,745)  $(97,018,201)
                                      ============   ============
</TABLE>

 
          See accompanying notes to consolidated financial statements.
 
                                      F-6

<PAGE>
                    HARVARD APPARATUS, INC. AND SUBSIDIARIES
 
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
 

<TABLE>
<CAPTION>
                                                                                                           NINE MONTHS ENDED
                                                                    YEARS ENDED DECEMBER 31,                 SEPTEMBER 30,
                                                             ---------------------------------------   --------------------------
                                                                1997         1998           1999          1999           2000
                                                             ----------   -----------   ------------   -----------   ------------
                                                                                                       (UNAUDITED)
<S>                                                          <C>          <C>           <C>            <C>           <C>
Cash flows from operating activities:
  Net (loss) income........................................  $1,107,208   $    71,142   $(29,419,917)  $(6,205,887)  $(83,861,541)
  Adjustments to reconcile net (loss) income to net cash
    provided by operating activities:
    Common stock warrant interest expense..................     116,574     1,379,460     29,694,019    7,402,457      70,920,242
    Stock compensation expense.............................          --            --      3,283,164      937,138      13,331,943
    Depreciation...........................................     127,555       154,776        331,822      219,965         284,747
    Amortization of catalog costs..........................     328,713       525,600        493,428      481,488         228,978
    Loss (gain) on sale of fixed assets....................     (33,980)       (4,075)         7,584       (7,584)             --
    Provision for bad debts................................      14,321       (41,388)        26,877        2,901           2,480
    Amortization of goodwill...............................          --        27,661        368,235      226,250         423,126
    Amortization of deferred financing costs...............          --            --         63,442       44,437          56,102
    Deferred income taxes..................................    (106,321)      (16,277)    (1,310,325)    (504,188)        669,584
    Changes in operating assets and liabilities, net of
      effects of business acquisition:
      (Increase) decrease in accounts receivable...........    (193,547)       46,214     (2,282,344)  (1,758,222)         22,884
      (Increase) decrease in other receivables.............      (2,741)       57,711       (113,949)    (134,915)        (40,785)
      (Increase) decrease in inventories...................      58,631        80,430        215,152      165,203        (777,071)
      (Increase) decrease in prepaid expenses and other
        assets.............................................     (19,306)       (5,514)      (260,285)    (115,048)        304,718
      (Increase) decrease in other assets..................     112,716      (184,534)      (202,460)    (162,220)         74,237
      Increase (decrease) in trade accounts payable........    (211,303)     (115,065)       541,065      371,739         351,636
      Increase (decrease) in accrued income taxes
        payable............................................      27,247      (191,013)       797,633      488,632        (224,673)
      Increase (decrease) in accrued expense...............    (178,965)       19,874        666,637      406,952         366,788
      Increase (decrease) in other liabilities.............     (30,881)        1,388         26,663      (23,912)       (106,253)
                                                             ----------   -----------   ------------   -----------   ------------
        Net cash provided by operating activities..........   1,115,921     1,806,390      2,926,441    1,835,186       2,027,142
                                                             ----------   -----------   ------------   -----------   ------------
Cash flows from investing activities:
  Additions to property, plant and equipment...............    (389,543)      (87,405)      (332,474)    (247,748)       (363,716)
  Additions to catalog costs...............................    (429,207)     (250,183)      (121,644)     (73,853)       (606,069)
  Proceeds from sales of fixed assets......................     165,528         8,173         34,566       41,946              --
  Acquisition of businesses, net of cash acquired..........          --    (1,090,553)    (8,126,656)  (7,164,454)     (3,682,482)
                                                             ----------   -----------   ------------   -----------   ------------
        Net cash used in investing activities..............    (653,222)   (1,419,968)    (8,546,208)  (7,444,109)     (4,652,267)
                                                             ----------   -----------   ------------   -----------   ------------
Cash flows from financing activities:
  Proceeds from short-term debt............................     275,000       600,000      2,300,000    1,050,000       1,350,000
  Repayments of short-term debt............................          --      (300,000)    (1,150,000)    (650,000)       (400,000)
  Proceeds from long-term debt.............................          --            --      5,500,000    5,500,000       2,000,000
  Repayments of long-term debt.............................    (263,050)     (283,433)      (460,663)    (336,313)       (282,778)
  Dividends paid...........................................    (218,667)     (121,666)      (121,666)     (91,000)        (91,000)
  Net proceeds from issuance of preferred stock............          --            --        925,174      925,174              --
  Treasury stock purchase..................................    (667,745)           --             --           --              --
  Issuance of common stock.................................          --            --             --           --           2,998
  Deferred initial public offering costs paid..............          --            --             --           --         (63,905)
                                                             ----------   -----------   ------------   -----------   ------------
        Net cash provided by (used in) financing
          activities.......................................    (874,462)     (105,099)     6,992,845    6,397,861       2,515,315
                                                             ----------   -----------   ------------   -----------   ------------
Effect of exchange rate changes on cash....................      30,572       (31,505)        66,204      (57,867)       (137,363)
                                                             ----------   -----------   ------------   -----------   ------------
Increase (decrease) in cash and cash equivalents...........    (381,191)      249,818      1,439,282      731,071        (247,173)
Cash and cash equivalents at beginning of period...........   1,088,144       706,953        956,771      956,771       2,396,053
                                                             ----------   -----------   ------------   -----------   ------------
Cash and cash equivalents at end of period.................  $  706,953   $   956,771   $  2,396,053   $1,687,842    $  2,148,880
                                                             ==========   ===========   ============   ===========   ============
Supplemental disclosures of cash flow information:
  Cash paid for interest...................................  $  227,747   $   241,002   $    671,452   $  392,414    $    634,089
                                                             ==========   ===========   ============   ===========   ============
  Cash paid for income taxes...............................  $  761,251   $ 1,128,929   $    686,675   $  617,076    $    697,049
                                                             ==========   ===========   ============   ===========   ============
</TABLE>

 
          See accompanying notes to consolidated financial statements.
 
                                      F-7

<PAGE>
                    HARVARD APPARATUS, INC. AND SUBSIDIARIES
 
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 
                 SEPTEMBER 30, 2000, DECEMBER 31, 1999 AND 1998
 
(1)  ORGANIZATION
 
    On March 15, 1996, HAI Acquisition Corp. and its subsidiary, Guell Limited,
purchased certain assets and assumed certain liabilities of the former Harvard
Apparatus, Inc. and its subsidiary in the United Kingdom, Harvard
Apparatus, Ltd. (the "Purchase"). For cash consideration of approximately
$3,342,000 (including $342,000 of acquisition related expenses). The costs of
the acquisition were allocated based on the fair market value of the assets
acquired. The assets acquired consisted principally of cash of $441,000,
accounts receivable of $1,397,000, inventories of $1,661,000, miscellaneous
prepaid assets of $241,000, fixed assets of $846,000, and catalog costs of
$366,000. The Company assumed liabilities of approximately $1,605,000. The
acquisition was financed principally by issuing preferred stock of $1,500,000
and debt of $1,750,000. Assets acquired at the time of the purchase included 79%
of the capital stock of Ealing Scientific Ltd. (Canada) and Ealing S.A.R.L., now
Harvard Apparatus S.A.R.L. (France). The remainder of the capital stock of
Ealing Scientific Ltd. and Ealing S.A.R.L. was also acquired directly from the
stockholder at the time of the Purchase. After the date of the Purchase, HAI
Acquisition Corp. and Guell Limited legally changed their names to Harvard
Apparatus, Inc. and Harvard Apparatus, Ltd., respectively.
 
    The Company manufactures and distributes syringe pumps, ventilators, cell
injectors, diffusion chambers and other products principally used in the
toxicology, metabolism and efficacy testing of new drugs, as well as
spectrophotometers and amino acid analyzers primarily used in molecular biology
which are manufactured by Biochrom Ltd., a wholly owned subsidiary acquired
during 1999.
 
(2)  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
    (A)  PRINCIPLES OF CONSOLIDATION
 
       The consolidated financial statements include the accounts of Harvard
       Apparatus, Inc. and its subsidiaries. All intercompany balances and
       transactions have been eliminated in consolidation.
 
    (B)  INTERIM CONSOLIDATED FINANCIAL STATEMENTS
 
       The interim consolidated financial statements for the nine months ended
       September 30, 1999 are unaudited. In the opinion of management, all
       adjustments, consisting only of normal recurring adjustments, necessary
       for the fair presentation of the financial position and results of
       operations have been included in such unaudited consolidated financial
       statements. The results of operations for the nine months ended
       September 30, 2000 are not necessarily indicative of the results to be
       expected for the entire year.
 
    (C)  CASH AND CASH EQUIVALENTS
 
       For purposes of the consolidated statements of cash flows, the Company
       considers all highly liquid instruments with original maturities of three
       months or less to be cash equivalents.
 
    (D)  INVENTORIES
 
       Inventories are stated at the lower of cost or market. Cost is determined
       using a standard costing system which approximates the first-in,
       first-out (FIFO) method.
 
                                      F-8

<PAGE>
                    HARVARD APPARATUS, INC. AND SUBSIDIARIES
 
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
                 SEPTEMBER 30, 2000, DECEMBER 31, 1999 AND 1998
 
(2)  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
    (E)  PROPERTY, PLANT AND EQUIPMENT
 
       Property, plant and equipment are stated at cost. Equipment under capital
       leases is stated at the present value of the minimum lease payments at
       the lease agreement date. Property, plant and equipment is depreciated
       using the straight-line method over the estimated useful lives of the
       assets as follows:
 

<TABLE>
<S>                                                        <C>
Buildings................................................    40 years
Machinery and equipment..................................  3-10 years
Computer equipment.......................................   3-7 years
Furniture and fixtures...................................  5-10 years
Automobiles..............................................   4-6 years
</TABLE>

 
    (F)  CATALOG COSTS
 
       Significant costs of product catalog design, development and production
       are capitalized and amortized over the expected useful life of the
       catalog (usually two to three years). Costs of drawings and design that
       were acquired at the purchase on March 15, 1996 are being amortized over
       their estimated useful life of six years.
 
    (G)  INCOME TAXES
 
       Income taxes are accounted for under the asset and liability method.
       Deferred tax assets and liabilities are recognized for the future tax
       consequences attributable to differences between the financial statement
       carrying amounts of existing assets and liabilities and their respective
       tax bases. Deferred tax assets and liabilities are measured using enacted
       tax rates expected to be applied to taxable income in the years in which
       those temporary differences are expected to be recovered or settled. The
       effect on deferred tax assets and liabilities of a change in tax rates is
       recognized in income in the period that includes the enactment date.
 
    (H)  FOREIGN CURRENCY TRANSLATION
 
       All assets and liabilities of the Company's foreign subsidiaries are
       translated at exchange rates in effect at year-end. Income and expenses
       are translated at rates which approximate those in effect on the
       transaction dates. The resulting translation adjustment is recorded as a
       separate component of stockholders' equity in other comprehensive income.
 
    (I)  STOCK OPTIONS
 
       The Company accounts for stock options granted to employees in accordance
       with the requirements of Statement of Financial Accounting Standards
       (SFAS) No. 123, ACCOUNTING FOR STOCK-BASED COMPENSATION. As is permitted
       by this Statement, the Company has elected to account for stock options
       in accordance with the provisions of APB Opinion No. 25, ACCOUNTING FOR
       STOCK ISSUED TO EMPLOYEES and provide the additional disclosures that are
       required by SFAS No. 123.
 
                                      F-9

<PAGE>
                    HARVARD APPARATUS, INC. AND SUBSIDIARIES
 
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
                 SEPTEMBER 30, 2000, DECEMBER 31, 1999 AND 1998
 
(2)  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
    (J)  USE OF ESTIMATES
 
       The preparation of financial statements in conformity with generally
       accepted accounting principles requires the use of management's
       estimates. Such estimates include the determination and establishment of
       certain accruals and provisions, including those for inventory
       obsolescence, catalog cost amortization and reserves for bad debts.
       Actual results could differ from those estimates.
 
    (K)  REVENUE RECOGNITION
 
       The Company recognizes revenue from product sales at the time of
       shipment. Product returns are estimated and provided for based on
       historical experience.
 
    (L)  GOODWILL
 
       Goodwill, which represents the excess of purchase price over fair value
       of net assets acquired, is amortized on a straight-line basis over the
       expected periods to be benefited, ranging from 5 to 15 years. The Company
       continually evaluates whether events or circumstances have occurred that
       indicate that the remaining useful life of goodwill may warrant revision
       or that the remaining balance may not be recoverable. When factors
       indicate that goodwill should be evaluated for possible impairment, the
       Company estimates the undiscounted cash flow of the business segment, net
       of tax, over the remaining life of the asset in determining whether the
       asset is recoverable. Charges for impairment of goodwill would be
       recorded to the extent unamortized book value exceeds the related future
       discounted cash flow, net of tax. The discount factor would be the
       long-term debt rate currently obtainable by the Company.
 
    (M)  IMPAIRMENT OF LONG-LIVED ASSETS AND LONG-LIVED ASSETS TO BE DISPOSED OF
 
       The Company uses the provisions of SFAS No. 121, ACCOUNTING FOR THE
       IMPAIRMENT OF LONG-LIVED ASSETS AND FOR LONG-LIVED ASSETS TO BE DISPOSED
       OF. This statement requires that long-lived assets and certain
       identifiable intangibles be reviewed for impairment whenever events or
       changes in circumstances indicate that the carrying amount of an asset
       may not be recoverable. Recoverability of assets to be held and used is
       measured by a comparison of the carrying amount of an asset to
       undiscounted future net cash flows expected to be generated by the asset.
       If such assets are considered to be impaired, the impairment to be
       recognized is measured by the amount by which the carrying amount of the
       assets exceeds the fair value of the assets. Assets to be disposed of are
       reported at the lower of the carrying amount or fair value less costs to
       sell.
 
    (N)  EFFECT OF ACCOUNTING CHANGES
 
       In 1998, the Financial Accounting Standards Board issued SFAS 133,
       ACCOUNTING FOR DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES. SFAS 133,
       which was deferred through the issuance of SFAS 137 and subsequently
       amended by SFAS 138, is effective for fiscal years beginning after
       June 15, 2000. SFAS 133 will be adopted on January 1, 2001. Its impact on
       the consolidated financial statements is still being evaluated, but is
       not expected to be material.
 
                                      F-10

<PAGE>
                    HARVARD APPARATUS, INC. AND SUBSIDIARIES
 
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
                 SEPTEMBER 30, 2000, DECEMBER 31, 1999 AND 1998
 
(2)  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
    (O)  FAIR VALUE OF FINANCIAL INSTRUMENTS
 
       The carrying value of the Company's cash and cash equivalents, trade
       accounts receivable, trade accounts payable and accrued expenses
       approximate their fair values because of the short maturities of those
       instruments. The carrying value of the Company's debt approximates its
       fair value because of the short maturities and/or interest rates which
       are comparable to those available to the Company on similar terms.
 
(3)  ACQUISITION OF BUSINESSES
 
    On June 30, 1998, the Company acquired certain assets of Medical Systems
Corporation, a manufacturer and product developer of research medical equipment.
Cash consideration of approximately $1,000,000 plus certain acquisition costs
was paid for the assets. The costs of the acquisition were allocated on the
basis of the estimated fair market value of the assets acquired. The net
purchase price resulted in an allocation of $784,047 to goodwill and $281,506 to
tangible net assets.
 
    On February 26, 1999, the Company acquired substantially all of the assets
and certain liabilities of Pharmacia Biotech (Biochrom) Ltd. ("Biochrom"), a UK
manufacturer and developer of spectrophotometers, amino acid analyzers and other
related research equipment. Cash consideration of approximately $6,981,000
(including $502,000 of acquisition related expenses) was paid for the assets.
The costs of the acquisition allocated on the basis of estimated fair market
value of the assets acquired using the purchase method of accounting resulted in
an allocation of $5,446,000 to goodwill and other intangibles. The assets
acquired consisted of approximately $61,000 of accounts receivable, $1,039,000
of inventory, $100,000 of prepaid expenses, $612,000 of fixed assets, $372,000
of pension assets and liabilities assumed totaled approximately $649,000.
 
    On September 10, 1999, the Company acquired certain assets of Clark
Electromedical Instruments, a manufacturer of glass capillaries and distributor
of research equipment. Cash consideration of approximately $349,000 was paid for
the assets. The costs of the acquisition allocated on the basis of estimated
fair market value of the assets acquired using the purchase method of accounting
resulted in an allocation of $288,000 to goodwill and other intangibles.
 
    On November 19, 1999, the Company acquired the NaviCyte diffusion chamber
systems product line from NaviCyte, a wholly-owned subsidiary of Trega
Biosciences, Inc. Cash consideration of approximately $390,000 (including
$33,000 of acquisition related expenses) was paid for the assets. The costs of
the acquisition allocated on the basis of estimated fair market value of the
assets acquired and the purchase method of accounting resulted in an allocation
of $333,000 to goodwill and other intangibles.
 
    On November 30, 1999, the Company acquired substantially all of the assets
and certain liabilities of Hugo Sachs Elektronik a developer and manufacturer of
perfusion systems for research. Cash consideration of approximately $568,000 was
paid for the assets, net of cash acquired of $31,000. The costs of the
acquisition allocated on the basis of estimated fair market value of the assets
acquired and the purchase method of accounting resulted in an allocation of
$89,000 to goodwill and other intangibles.
 
                                      F-11

<PAGE>
                    HARVARD APPARATUS, INC. AND SUBSIDIARIES
 
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
                 SEPTEMBER 30, 2000, DECEMBER 31, 1999 AND 1998
 
(3)  ACQUISITION OF BUSINESSES (CONTINUED)
    On May 19, 2000, the Company acquired substantially all of the assets of
Biotronik, a manufacturer of Amino Acid Analyzers. Cash consideration of
approximately $469,000 was paid for the assets (including approximately $12,000
of acquisition related expenses). The cost of the acquisition was allocated on
the basis of fair market value of the assets acquired and the purchase method of
accounting resulted in an allocation of $335,000 to goodwill.
 
    On July 14, 2000, the Company acquired substantially all of the assets of
Amika Corporation, a manufacturer and distributor of sample preparation devices
and consumables. Cash consideration of $3,096,000 was paid for the assets
including approximately $61,000 of acquisition related expenses. The cost of the
acquisition allocated on the basis of fair market value of the assets acquired
and the purchase method of accounting resulted in an allocation of $3,011,000 to
goodwill and other intangibles. The assets acquired consisted of approximately
$85,000 of inventory. In addition, the Company acquired the right of first
refusal to all new technologies developed and offered for sale by the
predecessor Company for a period of four years on a fair value licensing
arrangement.
 
    All acquisitions have been accounted for by the purchase method of
accounting for business combinations. Accordingly, the accompanying consolidated
statements of operations do not include any revenues or expenses related to
these acquisitions prior to the respective acquisition dates.
 
    The following unaudited pro forma results of operations gives effect to the
acquisition of Biochrom as if it had occurred at the beginning of fiscal 1998
(the effect of the other acquisitions are considered insignificant). Such pro
forma information reflects certain adjustments including amortization of
goodwill, interest expense, income tax effect and an increase in the number of
weighted average shares outstanding. The pro forma information does not
necessarily reflect the results of operations that would have occurred had the
acquisition taken place as described and is not necessarily indicative of
results that may be obtained in the future.
 

<TABLE>
<CAPTION>
                                                     YEARS ENDED DECEMBER 31,
                                                    --------------------------
                                                       1998           1999
                                                    -----------   ------------
                                                           (UNAUDITED)
<S>                                                 <C>           <C>
Pro forma revenues................................  $23,942,973   $ 27,590,714
                                                    ===========   ============
Pro forma net earnings (loss).....................  $  (120,186)  $(29,415,046)
                                                    ===========   ============
Pro forma basic net earnings (loss) per share:
  Basic...........................................  $     (0.04)  $      (5.25)
                                                    ===========   ============
  Diluted.........................................  $     (0.04)  $      (5.25)
                                                    ===========   ============
Pro forma weighted average common shares:
  Basic...........................................    5,598,626      5,598,626
                                                    ===========   ============
  Diluted.........................................    5,598,626      5,598,626
                                                    ===========   ============
</TABLE>

 
                                      F-12

<PAGE>
                    HARVARD APPARATUS, INC. AND SUBSIDIARIES
 
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
                 SEPTEMBER 30, 2000, DECEMBER 31, 1999 AND 1998
 
(4)  INVENTORIES
 
    Inventories consist of the following:
 

<TABLE>
<CAPTION>
                                                DECEMBER 31,
                                           -----------------------   SEPTEMBER 30,
                                              1998         1999          2000
                                           ----------   ----------   -------------
<S>                                        <C>          <C>          <C>
Finished goods...........................  $  686,555   $  857,202    $1,194,810
Work in process..........................     335,150      359,505       448,744
Raw materials............................     634,613    1,632,963     2,036,181
                                           ----------   ----------    ----------
                                           $1,656,318   $2,849,670    $3,679,735
                                           ==========   ==========    ==========
</TABLE>

 
(5)  PROPERTY, PLANT AND EQUIPMENT
 
    Property, plant and equipment consists of the following:
 

<TABLE>
<CAPTION>
                                                DECEMBER 31,
                                           -----------------------   SEPTEMBER 30,
                                              1998         1999          2000
                                           ----------   ----------   -------------
<S>                                        <C>          <C>          <C>
Land and buildings.......................  $  654,172   $  636,250    $  576,366
Machinery and equipment..................     126,891      726,933       913,617
Computer equipment.......................     103,218      378,400       398,639
Furniture and fixtures...................     234,882      326,978       348,022
Automobiles..............................     190,354      123,113       122,051
                                           ----------   ----------    ----------
                                            1,309,517    2,191,674     2,358,695
Less accumulated depreciation............     339,612      631,752       845,597
                                           ----------   ----------    ----------
                                           $  969,905   $1,559,922    $1,513,098
                                           ==========   ==========    ==========
</TABLE>

 
(6)  SHORT-TERM DEBT
 
    At September 30, 2000, December 31, 1999 and 1998, short-term debt consisted
of an amount outstanding under a bank line of credit that is secured by a first
priority security interest in all assets of the Company and a pledge of 65% of
the capital stock of the Company's subsidiaries. Interest on the line of credit
is payable monthly, in arrears, at the related bank's "base rate" plus 1%
(10.5%, 9.5% and 8.75% at September 30, 2000, December 31, 1999 and 1998,
respectively). Borrowings under the line of credit are limited to an available
amount determined by an accounts receivable and inventory based formula,
$3,750,000, $3,750,000 and $2,000,000 at September 30, 2000, December 31, 1999
and 1998, respectively. This line of credit is due to mature on January 29,
2002. At September 30, 2000, December 31, 1999 and 1998, borrowings under the
line of credit were $3,150,000, $2,200,000 and $700,000, respectively.
 
    At December 31, 1998, short-term debt also included a note from the same
bank in the amount of $350,000 with interest payable monthly, in arrears at the
bank's "base rate" plus 1.5% (9.25%). This debt was rolled into long-term debt
on March 2, 1999 as part of the financing arrangement to acquire Biochrom in
March 1999 (see notes 3 and 7).
 
                                      F-13

<PAGE>
                    HARVARD APPARATUS, INC. AND SUBSIDIARIES
 
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
                 SEPTEMBER 30, 2000, DECEMBER 31, 1999 AND 1998
 
(7)  LONG-TERM DEBT
 
    Long-term debt consists of the following:
 

<TABLE>
<CAPTION>
                                                DECEMBER 31,
                                            ---------------------   SEPTEMBER 30,
                                              1998        1999          2000
                                            --------   ----------   -------------
<S>                                         <C>        <C>          <C>
Subordinated debentures, at 13%, payable
  in quarterly installments through March
  15, 2003................................  $787,500   $  727,500    $   477,500
Notes payable.............................        --    5,125,000      6,800,000
Capital lease obligations (note 10).......    41,355       14,614          9,431
                                            --------   ----------    -----------
                                             828,855    5,867,114      7,286,931
Less current installments.................   190,389      794,173      1,556,618
                                            --------   ----------    -----------
                                            $638,466   $5,072,941    $ 5,730,313
                                            ========   ==========    ===========
</TABLE>

 
    On March 2, 1999, the Company entered into two loan agreements with two
banks to borrow up to $5.5 million. The purpose of the loan agreements was to
partially finance the acquisition of Biochrom (see note 3). Principal and
interest are being paid in quarterly installments, with the final payment due in
January 2002. The interest rate is determined by one of the banks base rate plus
1%, (10.5% and 9.5% at September 30, 2000 and December 31, 1999, respectively).
The loans are secured by substantially all of the Company's assets. The loan
agreements contain covenants relating to net income, debt service coverage and
cash flow coverage. At September 30, 2000 and December 31, 1999, the Company was
not in compliance with certain of its covenants. The Company has either received
waivers from its banks or had the covenants amended by its banks.
 
    Financing costs of $221,074 were incurred in 1999. These costs were
capitalized and are being amortized over the term of the loans. Amortization
expense was $56,102 for the nine months ended September 30, 2000 and $63,442 for
the year ended December 31, 1999.
 
    Aggregate annual principal payments on all long-term debt, excluding capital
lease obligations, for the next five years and thereafter at September 30, 2000
are as follows:
 

<TABLE>
<S>                                                           <C>
2001........................................................  $ 1,550,004
2002........................................................    4,449,996
2003........................................................      777,500
2004........................................................      500,000
Thereafter..................................................           --
                                                              -----------
                                                              $ 7,277,500
                                                              ===========
</TABLE>

 
(8)  CONVERTIBLE AND REDEEMABLE PREFERRED STOCK
 
    During 1999, 48,500 shares of Series B convertible and redeemable preferred
stock were issued to partially finance the acquisition of Biochrom (note 3). The
net proceeds from this issuance were $925,174. The Company's Series B
convertible redeemable preferred stock has a dividend preference over the
Series A preferred stock, and as a result, no dividends shall be paid in respect
of shares of
 
                                      F-14

<PAGE>
                    HARVARD APPARATUS, INC. AND SUBSIDIARIES
 
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
                 SEPTEMBER 30, 2000, DECEMBER 31, 1999 AND 1998
 
(8)  CONVERTIBLE AND REDEEMABLE PREFERRED STOCK (CONTINUED)
Series A preferred stock unless all accrued dividends that become payable in
respect of Series B preferred stock have been paid. The Series B redeemable
convertible preferred stock is convertible at the option of the holder, at any
time, into shares of common stock of the Company at a conversion rate of 19.71
shares of common stock for each share of Series B redeemable convertible
preferred stock, subject to adjustment for subdivision of Series B preferred
stock or any issuance of additional shares of Series B preferred stock.
 
    Redeemable preferred Series A stock pays quarterly cumulative dividends in
arrears at a rate of approximately $0.26 per share. On March 3, 2000,
convertible and redeemable preferred "B" stock started to accrue dividends at a
rate of $1.44 that will be payable a year in arrears on March 3, 2001, and
thereafter quarterly in arrears.
 
    In the event of any liquidation of the Company, the holders of the Company's
redeemable preferred stock are entitled to be paid from the assets available for
distribution to holders of the Company's capital stock $2,500,000, plus any
related dividends that are accrued but unpaid at such time, prior to other stock
distributions.
 
    Mandatory redemption requirements for the preferred stock are as follows:
 

<TABLE>
<CAPTION>
                                                        SERIES "A"     SERIES "B"
                                                       ------------   ------------
<S>                                                    <C>            <C>
March 15, 2002.......................................   $  500,000     $  333,320
March 15, 2003.......................................      500,000        333,320
March 15, 2004.......................................      500,000        333,320
                                                        ----------     ----------
                                                        $1,500,000     $1,000,000
                                                        ==========     ==========
</TABLE>

 
(9)  COMMON STOCK WARRANTS
 
    At September 30, 2000, December 31, 1999 and 1998, there were outstanding
8,509,905 warrants, which enable the holders to purchase a like amount of the
Company's common stock for $0.0005 per share. The warrants were issued in
connection with the issuance of Series A redeemable preferred stock (6,046,510
warrants) and subordinated debentures (2,463,395 warrants) that occurred on
March 15, 1996.
 
    Commencing on March 15, 2002, the holders of the warrants may at any time
require the Company to repurchase the warrants, or any common shares previously
acquired from exercise of the warrants, for their fair market value as
determined in good faith by the Company's board of directors. Such repurchase
price would be repaid in 12 equal quarterly installments beginning on the first
business day of the month following the surrender of the warrants or applicable
shares of common stock. In 1999, 1998 and 1997 and for the nine months ended
September 30, 2000 and 1999, $29,694,019, $1,379,460, $116,574, $70,920,242 and
$7,402,457, respectively, has been recorded as interest expense to accrue the
estimated amount of this potential liability in accordance with EITF 96-13,
ACCOUNTING FOR DERIVATIVE FINANCIAL INSTRUMENTS INDEXED TO AND POTENTIALLY
SETTLED IN, A COMPANY'S OWN STOCK. Future changes in the fair value of common
stock warrants will also be recorded as interest expense.
 
    In September 2000, the holders of the warrants agreed to automatically
terminate the requirement of the Company to repurchase the warrants in the event
of an initial public offering of the Company's Common Stock.
 
                                      F-15

<PAGE>
                    HARVARD APPARATUS, INC. AND SUBSIDIARIES
 
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 
                 SEPTEMBER 30, 2000, DECEMBER 31, 1999 AND 1998
 
(10)  LEASES
 
    The Company leases automobiles under various leases that are classified as
capital leases. The carrying value of automobiles under capital leases at
September 30, 2000, December 31, 1999 and 1998 was $9,502, $14,532 and $40,795,
respectively, which is net of $48,871, $68,602 and $76,352, respectively, of
accumulated depreciation.
 
    The Company has noncancelable operating leases for office and warehouse
space expiring at various dates through 2009. Rent expense for the nine months
ended September 30, 2000 and for the years ended December 31, 1999, 1998 and
1997 was approximately $439,000, $484,000, $134,000 and $151,262, respectively.
 
    Future minimum lease payments for both capital and operating leases, with
initial or remaining terms in excess of one year at September 30, 2000, are as
follows:
 

<TABLE>
<CAPTION>
                                                         CAPITAL    OPERATING
                                                          LEASES      LEASES
                                                         --------   ----------
<S>                                                      <C>        <C>
2001...................................................  $ 9,116    $  660,861
2002...................................................    1,157       417,710
2003...................................................       --       372,238
2004...................................................       --       352,806
2005 and thereafter....................................       --            --
                                                         -------    ----------
  Net minimum lease payments...........................   10,273    $1,803,615
                                                                    ==========
Less amount representing interest......................      842
                                                         -------
Present value of net minimum lease payments............  $ 9,431
                                                         =======
</TABLE>

 
(11)  RELATED PARTY TRANSACTIONS
 
    The Company paid an annual consulting fee to a former stockholder who
formerly served on its board of directors and, by written agreement, provided no
less than five days of consulting services each month. The agreement was
scheduled to expire on March 15, 2001 or at the time of any initial public
offering of the Company's stock or other sale of a material portion of the
Company's stock or assets, if such a transaction occurred before that date. As
of September 30, 2000, the agreement with the former stockholder was rescinded.
The related consulting expense amounted to $294,583 for the nine months ended
September 30, 2000 and $258,437, $262,040 and $268,030 for the years ended
December 31, 1999, 1998 and 1997, respectively.
 
(12)  EMPLOYEE BENEFIT PLANS
 
    The Company sponsors a profit sharing retirement plan for its U.S.
employees, which includes an employee savings plan established under
Section 401(k) of the U.S. Internal Revenue Code. The plan covers substantially
all full-time employees who meet certain eligibility requirements. Contributions
to the profit sharing retirement plan are at the discretion of management. For
the nine months ended September 30, 2000 and for the years ended December 31,
1999, 1998 and 1997, the Company contributed approximately $60,000, $67,000,
$41,000 and $27,000, respectively, to the plan.
 
                                      F-16

<PAGE>
                    HARVARD APPARATUS, INC. AND SUBSIDIARIES
 
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
                 SEPTEMBER 30, 2000, DECEMBER 31, 1999 AND 1998
 
(12)  EMPLOYEE BENEFIT PLANS (CONTINUED)
    Certain of the Company's subsidiaries in the United Kingdom (UK), Harvard
Apparatus Limited, and Biochrom Limited maintain contributory, defined benefit
pension plans for substantially all of their employees.
 
    The components of the Company's pension expense, primarily for Biochrom, for
the nine months ended September 30, 2000 and for the year ended December 31,
1999 follow:
 

<TABLE>
<CAPTION>
                                                      DECEMBER 31,   SEPTEMBER 30,
                                                          1999           2000
                                                      ------------   -------------
<S>                                                   <C>            <C>
Components of net periodic benefit cost:
  Service cost......................................    $ 288,640      $ 182,376
  Interest cost.....................................      250,437        197,263
  Expected return on plan assets....................     (364,684)      (291,771)
  Net amortization gain.............................        6,965         (9,364)
                                                        ---------      ---------
    Net periodic benefit cost.......................    $ 181,358      $  78,504
                                                        =========      =========
</TABLE>

 
                                      F-17

<PAGE>
                    HARVARD APPARATUS, INC. AND SUBSIDIARIES
 
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
                 SEPTEMBER 30, 2000, DECEMBER 31, 1999 AND 1998
 
(12)  EMPLOYEE BENEFIT PLANS (CONTINUED)
    The funded status of the Company's defined benefit pension plans and the
amount recognized in the balance sheet at September 30, 2000 and December 31,
1999 follow:
 

<TABLE>
<CAPTION>
                                                      DECEMBER 31,   SEPTEMBER 30,
                                                          1999           2000
                                                      ------------   -------------
<S>                                                   <C>            <C>
Change in benefit obligation:
  Balance at beginning of period....................   $1,215,000     $5,829,403
  Acquisitions......................................    4,848,552             --
  Service cost......................................      288,640        182,376
  Interest cost.....................................      250,437        197,263
  Participants' contributions.......................       60,745         45,931
  Actuarial (gain)/loss.............................     (824,672)       571,532
  Benefits paid.....................................       (9,299)       (42,993)
  Currency translation adjustment...................           --       (594,437)
                                                       ----------     ----------
    Balance at end of period........................    5,829,403      6,189,075
                                                       ----------     ----------
 
Change in fair value of plan assets:
  Balance at beginning of period....................    1,158,138      7,062,645
  Acquisitions......................................    5,231,470             --
  Actual return on plan assets......................      440,606        (39,627)
  Participants' contributions.......................       60,745         45,931
  Employer contributions............................      180,985        153,275
  Benefits paid.....................................       (9,299)       (42,993)
  Currency translation adjustment...................           --       (673,592)
                                                       ----------     ----------
    Balance at end of period........................    7,062,645      6,505,639
                                                       ----------     ----------
Funded status:
  Plan assets greater than benefit obligation.......    1,233,242        316,564
  Unrecognized (gain) loss..........................     (881,299)        73,808
                                                       ----------     ----------
    Prepaid pension expense in consolidated balance
      sheet.........................................   $  351,943     $  390,372
                                                       ==========     ==========
</TABLE>

 
    The weighted average assumptions used in determining the net pension cost
for the Company's plans follows:
 

<TABLE>
<CAPTION>
                                                       DECEMBER 31,    SEPTEMBER 30,
                                                           1999             2000
                                                      --------------   --------------
<S>                                                   <C>              <C>
Weighted average assumptions:
  Discount rate.....................................  5.5%             6.5-8.5%
  Expected return on assets.........................  7.0-8.0%         7.0-8.0%
  Rate of compensation increase.....................  3.8-4.0%         4.5%
</TABLE>

 
                                      F-18

<PAGE>
                    HARVARD APPARATUS, INC. AND SUBSIDIARIES
 
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
                 SEPTEMBER 30, 2000, DECEMBER 31, 1999 AND 1998
 
(13)  INCOME TAXES
 
    The significant components of the Company's deferred tax assets and
liabilities at September 30, 2000, December 31, 1999 and 1998 are as follows:
 

<TABLE>
<CAPTION>
                                                                DECEMBER 31,
                                                            ---------------------   SEPTEMBER 30,
                                                              1998        1999          2000
                                                            --------   ----------   -------------
<S>                                                         <C>        <C>          <C>
Deferred tax assets:
  Accounts receivable.....................................  $     --   $   31,755    $   31,755
  Inventory...............................................   111,676      129,097       141,113
  Operating loss carryforward.............................    28,182       34,417       387,188
  Accrued expenses........................................   (14,940)   1,196,338       135,398
  Goodwill................................................        --       37,679        46,567
  Catalog costs...........................................        --        8,503            --
                                                            --------   ----------    ----------
Total deferred tax assets.................................   124,918    1,437,789       742,021
                                                            --------   ----------    ----------
Deferred tax liabilities:
  Catalog costs...........................................    24,524           --         6,011
  Pension fund asset......................................    15,051       18,461        16,725
  Property, plant and equipment...........................    22,053       42,632        36,278
  Other...................................................       497        4,695            --
                                                            --------   ----------    ----------
Total deferred tax liabilities............................    62,125       65,788        59,014
                                                            --------   ----------    ----------
Net deferred tax assets...................................  $ 62,793   $1,372,001    $  683,007
                                                            ========   ==========    ==========
</TABLE>

 
    In assessing the realizability of deferred tax assets, management considers
whether it is more likely than not that some portion or all of the deferred tax
assets will not be realized. Based upon the level of historical taxable income
and projections for future taxable income over the periods during which deferred
tax assets are deductible, management believes it is more likely than not that
the Company will realize the benefits of these deductible differences.
 
    Income tax expense is based on the following pre-tax income (loss) for the
nine months ended September 30, 2000 and for the years ended December 31, 1999,
1998 and 1997:
 

<TABLE>
<CAPTION>
                                          DECEMBER 31,
                              ------------------------------------   SEPTEMBER 30,
                                 1997        1998         1999           2000
                              ----------   --------   ------------   -------------
<S>                           <C>          <C>        <C>            <C>
Domestic....................  $1,253,916   $115,418   $(32,040,219)  $(83,771,998)
Foreign.....................     535,621    738,916      2,757,782      1,264,808
                              ----------   --------   ------------   ------------
                              $1,789,537   $854,334   $(29,282,437)   (82,507,190)
                              ==========   ========   ============   ============
</TABLE>

 
                                      F-19

<PAGE>
                    HARVARD APPARATUS, INC. AND SUBSIDIARIES
 
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
                 SEPTEMBER 30, 2000, DECEMBER 31, 1999 AND 1998
 
(13)  INCOME TAXES (CONTINUED)
    Income tax expense (benefit) for the nine months ended September 30, 2000
and for the years ended December 31, 1999, 1998 and 1997 consisted of:
 

<TABLE>
<CAPTION>
                                            DECEMBER 31,
                                 ----------------------------------   SEPTEMBER 30,
                                   1997        1998        1999           2000
                                 ---------   --------   -----------   -------------
<S>                              <C>         <C>        <C>           <C>
Current income tax expense:
  Federal and state............  $ 584,239   $579,152   $   403,149    $        --
  Foreign......................    208,103    214,112     1,043,539        506,532
                                 ---------   --------   -----------    -----------
                                   792,342    793,264     1,446,688        506,532
                                 ---------   --------   -----------    -----------
Deferred income tax (benefit)
  expense:
  Federal and state............    (56,939)   (19,380)   (1,238,399)       840,106
  Foreign......................    (53,074)     9,308       (70,809)         7,713
                                 ---------   --------   -----------    -----------
                                  (110,013)   (10,072)   (1,309,208)       847,819
                                 ---------   --------   -----------    -----------
    Total income tax expense...  $ 682,329   $783,192   $   137,480    $ 1,354,351
                                 =========   ========   ===========    ===========
</TABLE>

 
                                      F-20

<PAGE>
                    HARVARD APPARATUS, INC. AND SUBSIDIARIES
 
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
                 SEPTEMBER 30, 2000, DECEMBER 31, 1999 AND 1998
 
(13)  INCOME TAXES (CONTINUED)
    Income tax expense for the nine months ended September 30, 2000 and for the
years ended December 31, 1999, 1998 and 1997 differed from the amount computed
by applying the U.S. federal income tax rate of 34% to pretax income as a result
of the following:
 

<TABLE>
<CAPTION>
                                          DECEMBER 31,
                               -----------------------------------   SEPTEMBER 30,
                                 1997       1998          1999           2000
                               --------   ---------   ------------   -------------
<S>                            <C>        <C>         <C>            <C>
Computed "expected" income
  tax (benefit) expense......  $608,443   $ 290,474   $ (9,956,029)  $(28,052,445)
Increase (decrease) in income
  taxes resulting from:
  Foreign tax rate and
    regulation
    differential.............    (3,625)    (27,811)        35,804         85,909
  State income taxes, net of
    federal income tax
    benefit..................    73,757      86,068       (154,569)       130,804
  Interest expense (common
    stock warrants)..........    39,564     469,002     10,254,946     24,177,992
  Foreign Subsidiary
    Corporation tax
    benefits.................        --     (27,804)       (28,761)       (32,876)
  Other......................     9,220      (6,737)       (13,911)         7,698
  Stock compensation expense
    in excess of allowable
    tax benefits on exercise
    of options...............        --          --             --      5,037,269
  Decrease in deferred tax
    valuation allowance......   (45,030)         --             --             --
                               --------   ---------   ------------   ------------
    Total....................  $682,329   $ 783,192   $    137,480   $  1,354,351
                               ========   =========   ============   ============
</TABLE>

 
    Undistributed earnings of the Company's foreign subsidiaries amounted to
approximately $4,013,000, $3,185,000 and $1,565,000 at September 30, 2000,
December 31, 1999 and 1998, respectively. Those earnings are considered to be
indefinitely reinvested and, accordingly, no related provision for U.S federal
and state income taxes has been provided. Upon distribution of those earnings in
the form of dividends or otherwise, the Company will be subject to both U.S.
income taxes (subject to an adjustment for foreign tax credits) and withholding
taxes in the various foreign countries.
 
(14)  STOCK OPTION PLAN
 
    The Company has adopted a stock option plan (the "Plan") pursuant to which
the Company's Board of Directors may grant stock options to employees. The Plan
authorizes grants of options to purchase up to 4,072,480 shares of authorized
but unissued stock.
 
    For the nine months ended September 30, 2000, and for the years ended
December 31, 1999 and 1998, 2,254,272, 1,119,725 and 1,119,725 "Incentive Stock
Options," and 1,812,295, 1,812,295 and 895,780 "Non-qualified Stock Options,"
respectively, had been granted to employees. The Incentive Stock Options become
fully vested over a four year period, on a pro rata basis. The Non-qualified
 
                                      F-21

<PAGE>
                    HARVARD APPARATUS, INC. AND SUBSIDIARIES
 
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
                 SEPTEMBER 30, 2000, DECEMBER 31, 1999 AND 1998
 
(14)  STOCK OPTION PLAN (CONTINUED)
Stock Options granted prior to 1999 only become vested if, prior to the end of
the year 2000: a sale of substantially all of the Company's assets or capital
stock occurs; or an initial public offering of the Company's common stock at a
net price of not less than $1.42 per share; or the fair market value of the
Company's common stock is otherwise determined to be, on a fully diluted basis,
not less than $1.42 per common share. For non-qualified options granted under
the plan during 1999, prior to an amendment to the plan dated September 29,
2000, the options were deemed to be vested and exercisable upon either (i) the
sale of all or substantially all of the assets or capital stock of the Company
for an actual or implied price per share of not less than $2.09 or (ii) an
initial public offering of the Company's stock with a price per share of not
less than $2.09 and gross proceeds to the Company of at least $15 million. On
September 29, 2000, the vesting schedule was amended so that the options are
vested and exercisable upon either (i) a sale of all or substantially all of the
assets or capital stock of the Company for an actual or implied net price per
share of Common Stock of not less than $2.09 or (ii) if the fair market value of
the Company at any time prior to December 31, 2000 results in a per share
valuation, on a fully diluted basis, of not less than $2.09 per share. As a
result of the Plan amendment, the related options vested immediately as a per
share valuation of $2.09 was attained.
 
    The Company applies APB Opinion No. 25 in accounting for the Plan. APB
No. 25 requires no recognition of compensation expense for stock option awards
when on the date of grant the exercise price is equal to the estimated fair
market value of the Company's common stock and the number of options granted is
fixed. During the nine months ended September 30, 2000, 1,134,547 stock options
were granted to employees at an exercise price of $1.05 which was estimated to
be less than the fair market value of the Company's common stock on the date of
grant. Accordingly, compensation expense of $3,292,593 was recognized on these
stock option grants. Additional compensation expense will be recognized in
future periods over the four year vesting period of the options. The Company's
1996 and 1999 Non-qualified Stock Option awards are considered variable awards
as the number of shares to be acquired by the employees is indeterminable at the
date of grant. Accordingly, in 1999 and for the nine months ended September 30,
1999, the Company recognized compensation expense of $3,283,164 and $937,138,
respectively, on the non-qualified Stock Options granted in 1996. At
December 31, 1999, all non-qualified stock options granted in 1996 were fully
vested because a per share valuation of $1.42 was attained. For the nine months
ended September 30, 2000, the Company recognized compensation expense of
$10,039,350 on the non-qualified options granted in 1999.
 
    On September 29, 2000, two employees exercised 563,942 non-vested options
that were granted during 2000 for 563,942 shares of restricted common shares for
cash consideration of $286 and two promissory notes amounting to $589,652
payable to the Company. The notes have a three-year maturity and a fixed
interest rate of 10% per annum, compounded annually. The restricted stock
becomes fully vested over a four-year period, on a pro rata basis. The estimated
fair market value of the shares awarded on the original option date grant and on
the date of exercise was estimated to be $6,767,310 of which $2,412,865 has been
recognized as stock compensation expense for the nine months ended
September 30, 2000. The remaining unearned compensation is being amortized to
expense over the four year vesting period. Also on September 29, 2000, two
employees of the Company exercised 916,514 fully vested options for cash of $465
and two promissory notes amounting to $958,298 payable to the Company. The notes
have a three-year maturity and a fixed interest rate of 10% per annum,
compounded annually.
 
                                      F-22

<PAGE>
                    HARVARD APPARATUS, INC. AND SUBSIDIARIES
 
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
                 SEPTEMBER 30, 2000, DECEMBER 31, 1999 AND 1998
 
(14)  STOCK OPTION PLAN (CONTINUED)
    The following is a summary of stock option activity.
 

<TABLE>
<CAPTION>
                                                        EMPLOYEE STOCK OPTIONS
                                                    ------------------------------
                                                      OPTIONS     WEIGHTED AVERAGE
                                                    OUTSTANDING    EXERCISE PRICE
                                                    -----------   ----------------
<S>                                                 <C>           <C>
Balance at December 31, 1996......................   1,903,533        $0.0005
  Options granted.................................     111,972         0.0147
                                                    ----------        -------
Balance at December 31, 1997......................   2,015,505         0.0152
  Options granted.................................          --             --
                                                    ----------        -------
Balance at December 31, 1998......................   2,015,505         0.0152
  Options granted.................................     916,515         1.0462
                                                    ----------        -------
Balance at December 31, 1999......................   2,932,020         0.3278
                                                    ----------        -------
  Options exercised...............................  (3,467,955)        0.4475
  Options granted.................................   1,134,547         1.0462
                                                    ----------        -------
Balance at September 30, 2000.....................     598,612        $0.9980
                                                    ==========        =======
</TABLE>

 
    During 1999, 1998 and 1997 and the first nine months of 2000, there were no
other additional options exercised, canceled, expired or forfeited, or changes
in any option terms, including exercise prices. The weighted-average fair value
of options granted during the nine months ended September 30, 2000 and fiscal
1999 and 1997 was $9.73, $1.05 and $0.01, respectively. No options were granted
during 1998.
 
    The following is a summary of information relating to stock options
outstanding at September 30, 2000 (no options were exercisable at September 30,
2000):
 

<TABLE>
<CAPTION>
                                   OPTIONS OUTSTANDING
                      ---------------------------------------------
                          NUMBER                           WEIGHTED
                      OUTSTANDING AT       WEIGHTED-       AVERAGE
     RANGE OF         SEPTEMBER 30,    AVERAGE REMAINING   EXERCISE
  EXERCISE PRICE           2000        CONTRACTUAL LIFE     PRICE
-------------------   --------------   -----------------   --------
<C>                   <C>              <S>                 <C>
$      0.01               28,008         6.3 years          $ 0.01
$      1.05              570,605         9.5 years            1.05
-------------------      -------           ---------        ------
$        0.01-$1.05      598,613         9.4 years          $ 1.00
</TABLE>

 
                                      F-23

<PAGE>
                    HARVARD APPARATUS, INC. AND SUBSIDIARIES
 
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 
                 SEPTEMBER 30, 2000, DECEMBER 31, 1999 AND 1998
 
(14)  STOCK OPTION PLAN (CONTINUED)
 
    Had the Company determined compensation cost based on the fair value of the
options at the grant date, as is permitted by SFAS No. 123, the Company's net
income would have been as follows:
 

<TABLE>
<CAPTION>
                                                  YEARS ENDED DECEMBER 31,
                                            ------------------------------------   NINE MONTHS ENDED
                                                                                     SEPTEMBER 30,
                                               1997        1998         1999             2000
                                            ----------   --------   ------------   -----------------
<S>                                         <C>          <C>        <C>            <C>
Net income (loss) as reported.............  $1,107,208   $71,142    $(29,419,917)    $(83,861,541)
                                            ----------   -------    ------------     ------------
Pro forma net income (loss)...............  $1,106,988   $70,922    $(29,420,033)    $(83,926,155)
                                            ----------   -------    ------------     ------------
Basic net income (loss) per share.........  $     0.13   $ (0.01)   $      (5.28)    $     (13.11)
                                            ----------   -------    ------------     ------------
Pro forma basic net income (loss) per
  share...................................  $     0.13   $ (0.01)   $      (5.28)    $     (13.12)
                                            ----------   -------    ------------     ------------
Diluted net income (loss) per share.......  $     0.06   $ (0.01)   $      (5.28)    $     (13.11)
                                            ----------   -------    ------------     ------------
Diluted pro forma net income (loss) per
  share...................................  $     0.06   $ (0.01)   $      (5.28)    $     (13.12)
                                            ----------   -------    ------------     ------------
</TABLE>

 
    The fair value of each option grant for the Company's plans is estimated on
the date of the grant using the minimum value pricing model, with the following
weighted average assumptions used for grants in 2000, 1999 and 1997. There were
no grants of options in 1998.
 

<TABLE>
<CAPTION>
                                                   DECEMBER 31,
                                                -------------------   SEPTEMBER 30,
                                                  1997       1999         2000
                                                --------   --------   -------------
<S>                                             <C>        <C>        <C>
Risk free interest rates......................  6.4%       5.6%       6.1%
 
Expected option lives.........................  7 years    7 years    2 years
 
Expected dividend yields......................  0%         0%         0%
</TABLE>

 
(15)  SEGMENT AND RELATED INFORMATION
 
    The Company operates in one significant business segment.
 
    Revenues by geographic area consists of the following:
 

<TABLE>
<CAPTION>
                                               YEARS ENDED                         NINE MONTHS ENDED
                                ------------------------------------------   -----------------------------
                                DECEMBER 31,   DECEMBER 31,   DECEMBER 31,   SEPTEMBER 30,   SEPTEMBER 30,
                                    1997           1998           1999           1999            2000
                                ------------   ------------   ------------   -------------   -------------
                                                                              (UNAUDITED)
<S>                             <C>            <C>            <C>            <C>             <C>
United States.................  $ 6,263,264    $ 7,347,907    $ 8,169,470     $ 6,266,620     $ 6,867,515
United Kingdom................    2,668,300      2,458,772     15,353,761      10,344,187      11,549,083
Canada and Europe.............    2,532,593      2,347,346      2,654,583       1,859,106       3,652,428
                                -----------    -----------    -----------     -----------     -----------
                                $11,464,157    $12,154,025    $26,177,814     $18,469,913     $22,069,026
                                ===========    ===========    ===========     ===========     ===========
</TABLE>

 
                                      F-24

<PAGE>
                    HARVARD APPARATUS, INC. AND SUBSIDIARIES
 
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
                 SEPTEMBER 30, 2000, DECEMBER 31, 1999 AND 1998
 
(15)  SEGMENT AND RELATED INFORMATION (CONTINUED)
    Long lived assets by geographic area consists of the following:
 

<TABLE>
<CAPTION>
                                          DECEMBER 31,   DECEMBER 31,   SEPTEMBER 30,
                                              1998           1999           2000
                                          ------------   ------------   -------------
<S>                                       <C>            <C>            <C>
United States...........................    $260,977      $  307,286     $  259,430
United Kingdom..........................     677,889       1,189,269      1,197,896
Canada and Europe.......................      31,039          63,367         55,772
                                            --------      ----------     ----------
                                            $969,905      $1,559,922     $1,513,098
                                            ========      ==========     ==========
</TABLE>

 
(16)  INCOME (LOSS) PER SHARE
 
    Basic income (loss) per share is based upon net income less dividends on
preferred stock divided by the weighted average common shares outstanding during
each year. The calculation of diluted net income (loss) per share assumes
conversion of convertible preferred stock, stock options and common stock
warrants into common stock, and also adjusts net income (loss) for the effect of
converting convertible preferred stock and common stock warrants into common
stock. Net income (loss) and shares used to compute net income per share, basic
and diluted, are reconciled below:
 

<TABLE>
<CAPTION>
                                              YEARS ENDED                         NINE MONTHS ENDED
                               ------------------------------------------   -----------------------------
                               DECEMBER 31,   DECEMBER 31,   DECEMBER 31,   SEPTEMBER 30,   SEPTEMBER 30,
                                   1997           1998           1999           1999            2000
                               ------------   ------------   ------------   -------------   -------------
                                                                             (UNAUDITED)
<S>                            <C>            <C>            <C>            <C>             <C>
Net income (loss) available
  to common shareholders.....   $  985,540      $ (50,524)   $(29,576,503)   $(6,321,331)   $(83,983,969)
Effect of dilutive
  securities:
Common stock warrants........      116,574             --              --             --              --
                                ----------      ---------    ------------    -----------    ------------
Net income (loss), assuming
  dilution...................   $1,102,114      $ (50,524)   $(29,576,503)   $(6,321,331)   $(83,983,969)
                                ==========      =========    ============    ===========    ============
Weighted average common
  shares outstanding during
  the year...................    7,406,486      5,598,626       5,598,626      5,598,626       6,407,682
Effect of dilutive
  securities:
Common stock warrants........    8,509,911             --              --             --              --
Common stock options.........    1,583,797             --              --             --              --
                                ----------      ---------    ------------    -----------    ------------
                                17,500,194      5,598,626       5,598,626      5,598,626       6,407,682
                                ==========      =========    ============    ===========    ============
</TABLE>

 
    For the years ended December 31, 1999 and 1998, and for the nine months
ended September 30, 2000 and 1999, common equivalent shares of 11,378,110,
9,688,766, 10,628,401 and 11,446,996, respectively, resulting from stock
options, warrants and restricted stock were not included in the computation of
diluted earnings per share because to do so would have been antidilutive.
 
                                      F-25

<PAGE>
                    HARVARD APPARATUS, INC. AND SUBSIDIARIES
 
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
                 SEPTEMBER 30, 2000, DECEMBER 31, 1999 AND 1998
 
(17)  ACCRUED EXPENSES
 
    Accrued expenses consist of:
 

<TABLE>
<CAPTION>
                                                        DECEMBER 31,
                                                    ---------------------   SEPTEMBER 30,
                                                      1998        1999          2000
                                                    --------   ----------   -------------
<S>                                                 <C>        <C>          <C>
Accrued compensation and payroll..................  $392,066   $  736,021    $  955,543
Accrued interest..................................     8,062      158,101       153,682
Accrued legal and professional fees...............   128,812      251,926       720,599
Other.............................................    57,349      253,475       436,723
                                                    --------   ----------    ----------
                                                    $586,289   $1,399,523    $2,266,547
                                                    ========   ==========    ==========
</TABLE>

 
(18) CONTINGENCIES
 
    The Company is subject to legal proceedings and claims arising out of its
normal course of business. Management, after review and consultation with
counsel, considers that amounts accrued for in connection therewith are
adequate.
 
(19) CONCENTRATION OF CREDIT RISK
 
    One commercial customer accounted for 44% of revenues for the year ended
December 31, 1999 and 39% and 41% for the nine months ended September 30, 2000
and 1999, respectively. At September 30, 2000 and 1999, and December 31, 1999,
one customer accounted for 41%, 46% and 48% of accounts receivable,
respectively. Except as noted above, no other individual customer accounted for
more than 10% of revenues for the nine months ended September 30, 2000 and 1999
and for the years ended December 31, 1999, 1998, and 1997. In addition, except
as noted above, no other individual customer accounted for more than 10% of
account receivable at September 30, 2000, December 31, 1999 and December 31,
1998.
 
(20) STOCK SPLIT
 
    On October 25, 2000, the Board of Directors approved a merger, subject to
stockholder approval, of the Company with and into its wholly-owned subsidiary,
Harvard Bioscience, Inc., to be effected prior to the consummation of the
anticipated initial public offering ("IPO"). In the merger each share of common
stock of the Company will be exchanged for one share of Harvard Bioscience, Inc.
The Board of Directors of Harvard Bioscience, Inc. has approved a 19.71:1 stock
split effective immediately after consummation of the merger. All common stock
share and per share data have been restated in these financial statements for
all periods presented to reflect this split.
 
(21) SUBSEQUENT EVENT
 
    Subsequent to September 30, 2000, 5,913 stock options were granted to
employees resulting in deferred compensation of approximately $65,000.
 
                                      F-26

<PAGE>
                    HARVARD APPARATUS, INC. AND SUBSIDIARIES
 
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
                 SEPTEMBER 30, 2000, DECEMBER 31, 1999 AND 1998
 
(22) UNASSERTED LEGAL CLAIM (UNAUDITED)
 
    On November 7, 2000 the Company received correspondence from counsel to
Harvard University claiming that the Company's use of the term "Harvard
Bioscience" and other terms containing or consisting of the term "Harvard"
constitutes trademark infringement, false designation of origin, unfair
competition and cybersquatting. Counsel to Harvard University has threatened
legal action if the Company does not take certain steps, including ceasing and
permanently refraining from using these terms. Management denies the allegations
contained in the above correspondence, and intends to vigorously seek to protect
the Company's rights should such claims be asserted against the Company.
 
                                      F-27

<PAGE>
                     PHARMACIA & UPJOHN (CAMBRIDGE) LIMITED
                                    FORMERLY
                      PHARMACIA BIOTECH (BIOCHROM) LIMITED
 
                            REPORT OF THE DIRECTORS
 
                     FOR THE YEAR ENDED 31ST DECEMBER 1998
 
The Directors present their report and the audited financial statements for the
year ended 31st December 1998.
 
TRADING RESULTS FOR THE YEAR AND OUTLOOK
 
    The trading results for the year are set out on page F-29 of the accounts.
The year was satisfactory.
 
    Following the Company's disposal of the majority of its net assets on the
26th February 1999, (note 23), the Company will cease to trade.
 
PRINCIPAL ACTIVITIES
 
    During the year the Company developed, manufactured and marketed scientific
instruments and associated chemicals.
 
DIRECTORS
 
    The Directors throughout the year were as listed below. None of the
Directors holds any beneficial interest in the share capital of the Company.
 

<TABLE>
<S>              <C>        <C>        <C>        <C>
W.B. Brown       --         Managing   Resigned   01/03/99
J.G. Lee         --                    Joined     23/12/98
K.T. Krzywicki   --                    Joined     23/12/98
</TABLE>

 
YEAR 2000 AND EUROPEAN MONETARY UNION
 
    As the Company ceased to trade on the 26th February 1999 the directors are
satisfied that there are no risks associated with the impact of the Year 2000
date change or European Monetary Union.
 
RESEARCH AND DEVELOPMENT
 
    It is the Company's policy to carry out research and development to develop
products in the fields of spectrophotometry and amino acid analysis. Our
objective is the rapid creation of products utilising Biochrom's strengths in
electronic, software, optical and mechanical design plus production skills.
 
    Expenditure on research and development is set out in the profit and loss
accounts on page F-29.
 
CLOSE COMPANY PROVISIONS
 
    As far as the Directors are aware the close company provisions of the Income
and Corporation Taxes Act 1988 as amended do not apply to the Company. There has
been no change in this respect since the end of the financial year.
 
POST BALANCE SHEET EVENT
 
    Effective 26th February 1999, the Company sold the majority of its net
assets to Biochrom Limited.
 
    (See note 23).
 
                                      F-28

<PAGE>
                     PHARMACIA & UPJOHN (CAMBRIDGE) LIMITED
                                    FORMERLY
                      PHARMACIA BIOTECH (BIOCHROM) LIMITED
 
                            REPORT OF THE DIRECTORS
 
                     FOR THE YEAR ENDED 31ST DECEMBER 1998
 
AUDITORS
 
    Our auditors, Coopers & Lybrand, merged with Price Waterhouse on 1
July 1998, following which Coopers & Lybrand resigned and the directors
appointed the new firm, PricewaterhouseCoopers, as auditors.
 
    A resolution to reappoint PricewaterhouseCoopers as auditors to the company
will be proposed at the annual general meeting.
 
BY ORDER OF THE BOARD
 
J.G. LEE
DIRECTOR
 
                                      F-29

<PAGE>
                     PHARMACIA & UPJOHN (CAMBRIDGE) LIMITED
 
                                    FORMERLY
 
                      PHARMACIA BIOTECH (BIOCHROM) LIMITED
 
                         YEAR ENDED 31ST DECEMBER 1998
 
STATEMENT OF DIRECTORS' RESPONSIBILITIES
 
    Company law requires the directors to prepare financial statements for each
financial year which give a true and fair view of the state of affairs of the
company and of the profit or loss of the company for that period. In preparing
these financial statements, the directors are required to:
 
    * Select suitable accounting policies and then apply them consistently;
 
    * Make judgements and estimates that are reasonable and prudent;
 
    * State whether applicable accounting standards have been followed, subject
      to any material departures disclosed and explained in the financial
      statements;
 
    * Prepare the financial statements on the going concern basis unless it is
      inappropriate to presume that the company will continue in business.
 
    The directors are responsible for keeping proper accounting records which
disclose with reasonable accuracy at any time the financial position of the
company and to enable them to ensure that the financial statements comply with
the Companies Act 1985. They are also responsible for safeguarding the assets of
the company and hence for taking reasonable steps for the prevention and
detection of fraud and other irregularities.
 
BY ORDER OF THE BOARD
 
        /s/ J.G. Lee
----------------------------    Director
 
        9 April 1999
----------------------------    Date
 
                                      F-30

<PAGE>
                    REPORT OF THE AUDITORS TO THE MEMBERS OF
                     PHARMACIA & UPJOHN (CAMBRIDGE) LIMITED
 
                                    FORMERLY
 
                      PHARMACIA BIOTECH (BIOCHROM) LIMITED
 
 
                      REPORT OF INDEPENDENT ACCOUNTANTS
 
To the Directors of Pharmacia & Upjohn (Cambridge) Limited:
 
    In our opinion, the accompanying balance sheet, profit and loss account and
statement of cash flows present fairly, in all material respects, the financial
position of Pharmacia & Upjohn (Cambridge) Limited as at 31 December 1997 and
1998 and the profit and loss accounts and cash flows for the years ended
31 December 1997 and 1998 in conformity with generally accepted accounting
principles in the United Kingdom, which differ in certain respects from those
accepted in the United States (see note 24 to the financial statements).
 
    These financial statements are the responsibility of Pharmacia & Upjohn
(Cambridge) Limited's management. Our responsibility is to express an opinion on
these financial statements based on our audits.
 
    We conducted our audit of these statements in accordance with generally
accepted auditing standards in the United Kingdom and the United States. These
standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management and
evaluating the overall financial statements presentation. We believe that our
audit provides a reasonable basis for the opinion expressed above.
 
PRICEWATERHOUSECOOPERS
Chartered Accountants and Registered Auditors
Cambridge, England
February 26, 1998 (year ended December 31, 1997)
and April 9, 1999 (year ended December 31, 1998),
except for Note 24, which is as of September 15, 2000.
 
                                      F-31

<PAGE>
                     PHARMACIA & UPJOHN (CAMBRIDGE) LIMITED
                                    FORMERLY
                      PHARMACIA BIOTECH (BIOCHROM) LIMITED
                            PROFIT AND LOSS ACCOUNT
                         YEAR ENDED 31ST DECEMBER 1998
 

<TABLE>
<CAPTION>
                                                              1998                           1997
                                                    ------------------------   --------------------------------
                                          NOTES         L             L            L                 L
                                         --------   ----------   -----------   ----------   -------------------
<S>                                      <C>        <C>          <C>           <C>          <C>
TURNOVER...............................     2                      7,101,776                          8,699,944
Cost of sales..........................                           (5,160,296)                        (6,252,278)
                                                                 -----------                -------------------
GROSS PROFIT...........................                            1,941,480                          2,447,666
Distribution costs.....................               (457,939)                  (421,254)
Administration costs...................               (604,918)                  (493,374)
Research and Development costs.........               (395,569)                  (418,000)
                                                    ----------                 ----------
                                                    (1,458,426)                (1,332,628)
Other operating income.................     4           48,808                     61,019
                                                    ----------                 ----------
NET OPERATING EXPENSES.................                           (1,409,618)                        (1,271,609)
                                                                 -----------                -------------------
OPERATING PROFIT.......................     3                        531,862                          1,176,057
Interest receivable....................     5                         83,095                            114,392
                                                                 -----------                -------------------
PROFIT ON ORDINARY ACTIVITIES BEFORE
  TAXATION.............................                              614,957                          1,290,449
Tax on profit on ordinary activities...     6                       (194,935)                          (444,323)
                                                                 -----------                -------------------
PROFIT FOR THE YEAR....................                              420,022                            846,126
Dividend Paid Net......................                                   --                         (2,349,827)
                                                                 -----------                -------------------
PROFIT(LOSS) RETAINED FOR THE YEAR.....                             L420,022                        L(1,503,701)
                                                                 ===========                ===================
</TABLE>

 
Reserves statement see note 15
 
All activities are discontinued (note 23).
 
    The company has no recognised gains and losses other than those included in
the profits above, and therefore no separate statement of total recognised gains
and losses has been presented.
 
    There is no difference between the profit on ordinary activities before
taxation and the retained profit for the year stated above and historical cost
equivalents.
 
                                      F-32

<PAGE>
                     PHARMACIA & UPJOHN (CAMBRIDGE) LIMITED
 
                                    FORMERLY
 
                      PHARMACIA BIOTECH (BIOCHROM) LIMITED
 
                                 BALANCE SHEET
 
                               31ST DECEMBER 1998
 

<TABLE>
<CAPTION>
                                                                    1998                             1997
                                                       ------------------------------   ------------------------------
                                             NOTES         L               L                L               L
                                            --------   ---------   ------------------   ---------   ------------------
<S>                                         <C>        <C>         <C>                  <C>         <C>
FIXED ASSETS
Tangible assets...........................    9                               415,900                          455,504
 
CURRENT ASSETS
Stock.....................................   10          636,556                          706,141
Debtors...................................   11        1,603,559                        1,537,499
Cash at bank and in hand..................             1,545,230                        1,026,766
                                                       ---------                        ---------
                                                       3,785,345                        3,270,406
CREDITORS: Amounts falling due within one
  year....................................   12          888,747                          804,784
                                                       ---------                        ---------
 
NET CURRENT ASSETS........................                                  2,896,598                        2,465,622
                                                                   ------------------               ------------------
 
TOTAL ASSETS LESS CURRENT LIABILITIES.....                                 L3,312,498                       L2,921,126
PROVISIONS FOR LIABILITIES AND CHARGES....   13                                46,350                           75,000
                                                                   ------------------               ------------------
NET ASSETS................................                                 L3,266,148                       L2,846,126
                                                                   ==================               ==================
 
CAPITAL AND RESERVES
Called up share capital...................   14                             2,000,000                        2,000,000
Profit and loss account...................   15                             1,266,148                          846,126
                                                                   ------------------               ------------------
 
EQUITY SHAREHOLDERS' FUNDS................   16                            L3,266,148                       L2,846,126
                                                                   ==================               ==================
</TABLE>

 
    The financial statements on pages F-29 to F-43 were approved by the Board of
Directors on 9 April 1999 and were signed on its behalf by:
 
        /s/ J.G. Lee
----------------------------    Director
 
        9 April 1999
----------------------------    Date
 
                                      F-33

<PAGE>
                     PHARMACIA & UPJOHN (CAMBRIDGE) LIMITED
 
                                    FORMERLY
 
                      PHARMACIA BIOTECH (BIOCHROM) LIMITED
 
           CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST DECEMBER 1998
 

<TABLE>
<CAPTION>
                                                                1998        1997
See note 19                                                   --------   ----------
<S>                                                           <C>        <C>
                                                                 L           L
Operating Activities
Net cash in flow from operating activities..................   742,243    1,355,841
 
RETURNS ON INVESTMENTS AND SERVICING OF FINANCE
Interest received...........................................    81,764      118,918
                                                              --------   ----------
 
TAXATION
UK Corporation Tax paid.....................................  (160,915)    (576,323)
Advance Corporation Tax paid................................        --     (587,457)
                                                              --------   ----------
                                                              (160,915)  (1,163,780)
                                                              --------   ----------
 
CAPITAL EXPENDITURE AND FINANCIAL INVESTMENT
Purchase of tangible fixed assets...........................  (144,628)    (123,966)
Sale of tangible fixed assets...............................        --          350
                                                              --------   ----------
                                                              (144,628)    (123,616)
                                                              --------   ----------
 
Equity Dividends Paid Net...................................        --   (2,349,827)
                                                              --------   ----------
INCREASE/(DECREASE) IN CASH IN THE PERIOD...................   518,464   (2,162,464)
                                                              ========   ==========
</TABLE>

 
                                      F-34

<PAGE>
                     PHARMACIA & UPJOHN (CAMBRIDGE) LIMITED
 
                                    FORMERLY
 
                      PHARMACIA BIOTECH (BIOCHROM) LIMITED
 
                             NOTES TO THE ACCOUNTS
 
                         YEAR ENDED 31ST DECEMBER 1998
 
1. ACCOUNTING POLICIES
 
(a) BASIS OF ACCOUNTING
    Although it is intended that the Company shall cease to trade following the
    sale of its net assets on the 26th February 1999 (note 23), the accounts
    have been prepared on the going concern basis. This is because in the
    directors' opinion there is no material difference between the recoverable
    amounts of the assets and liabilities and their values in the balance sheet.
    The accounts have been prepared on the historical cost basis and in
    accordance with applicable Accounting Standards in the United Kingdom. A
    summary of the more important accounting policies which have been applied
    consistently is set out below:
 
(b) DEPRECIATION OF TANGIBLE FIXED ASSETS
    The cost of fixed assets is their purchase cost, together with any
    incidental costs of acquisition.
 
    Depreciation is calculated using the straight line method to write off the
    fixed assets over their estimated useful lives as follows:
 

<TABLE>
<S>                                                           <C>        <C>
Leasehold improvements......................................     --        7 years
Plant, machinery, equipment and tooling.....................     --      3-7 years
Computer equipment..........................................     --        5 years
</TABLE>

 
(c) DEFERRED TAXATION
    Provision is made using the liability method for the tax effect of all
    material timing differences between profits computed for taxation purposes
    and those stated in the accounts, except insofar as the timing differences
    are expected to continue for the foreseeable future.
 
(d) FOREIGN CURRENCY
    Assets and liabilities in foreign currencies are translated to sterling at
    the rates of exchange ruling at the end of the financial year. Exchange
    differences resulting from changes in foreign currency rates are written off
    to the profit and loss account.
 
(e) RESEARCH AND DEVELOPMENT EXPENDITURE
    Expenditure on research and development is written off to the profit and
    loss account during the year in which it is incurred.
 
(f) OPERATING LEASES
    Costs in respect of operating leases are charged on a straight line basis in
    arriving at the operating profit.
 
                                      F-35

<PAGE>
                     PHARMACIA & UPJOHN (CAMBRIDGE) LIMITED
 
                                    FORMERLY
 
                      PHARMACIA BIOTECH (BIOCHROM) LIMITED
 
                             NOTES TO THE ACCOUNTS
 
                         YEAR ENDED 31ST DECEMBER 1998
 
1. ACCOUNTING POLICIES (CONTINUED)
 

<TABLE>
<S>                                                           <C>        <C>
</TABLE>

 
(g) STOCKS AND WORK IN PROGRESS
    Stocks are stated at the lower of cost and net realisable value. Cost in
    this context includes all attributable costs in getting each item to its
    present location and condition and, for finished goods and work in progress,
    a proportion of attributable overheads based on a normal level of activity.
    Net realisable value is the price at which stock can be sold in the normal
    course of business after allowing for the costs of realisation, and where
    appropriate, the costs of conversion from their existing state to a finished
    condition. Provision is made for obsolete, slow moving and defective stocks.
 
(h) PENSION COSTS
    The Company operates a funded defined benefit pension scheme which is
    contracted out of the state scheme. The fund is valued every three years by
    a professionally qualified independent actuary, the rates of contribution
    payable being determined by the actuary. Pension costs are accounted for on
    the basis of charging the expected cost of providing pensions over the
    period during which the company benefits from the employees' services. The
    effects of variations from regular cost are spread over the expected average
    remaining service lives of members of the scheme.
 
2. TURNOVER
 
    Turnover represents the invoiced value of goods and services supplied during
the year, less trade discounts and trade commissions, excluding Value Added Tax.
 
    Turnover arises from the principal activity of the Company and was derived
from the following geographical areas by destination:
 

<TABLE>
<CAPTION>
                                                              1998                 1997
                                                       ------------------   ------------------
<S>                                                    <C>                  <C>
                                                               L                    L
Europe...............................................           4,519,415            5,280,673
Asia and Australasia.................................             831,277              978,144
The Americas.........................................           1,693,897            2,301,527
Middle East and Africa...............................              57,187              139,600
                                                       ------------------   ------------------
Turnover is all UK by origin.........................           7,101,776            8,699,944
                                                       ==================   ==================
</TABLE>

 
                                      F-36

<PAGE>
                     PHARMACIA & UPJOHN (CAMBRIDGE) LIMITED
 
                                    FORMERLY
 
                      PHARMACIA BIOTECH (BIOCHROM) LIMITED
 
                             NOTES TO THE ACCOUNTS
 
                         YEAR ENDED 31ST DECEMBER 1998
 
3. OPERATING PROFIT
 

<TABLE>
<CAPTION>
                                                              1998                 1997
                                                       ------------------   ------------------
<S>                                                    <C>                  <C>
                                                               L                    L
Operating profit has been arrived at after charging:-
  Auditors remuneration--audit services..............              22,030               19,350
                     --non audit services............              13,325               15,175
Operating lease rentals:-
  Machinery, equipment and vehicles..................              51,753               58,987
  Premises...........................................             231,333              227,000
  Depreciation.......................................             190,915              212,740
</TABLE>

 
4. OTHER OPERATING INCOME
 

<TABLE>
<CAPTION>
                                                              1998                 1997
                                                       ------------------   ------------------
<S>                                                    <C>                  <C>
                                                               L                    L
Miscellaneous income.................................              48,808               61,019
                                                       ------------------   ------------------
                                                                  L48,808              L61,019
                                                       ==================   ==================
</TABLE>

 
5. INTEREST RECEIVABLE
 

<TABLE>
<CAPTION>
                                                              1998                 1997
                                                       ------------------   ------------------
<S>                                                    <C>                  <C>
                                                               L                    L
On bank current account cash balance.................              83,095              114,392
                                                       ------------------   ------------------
                                                                  L83,095             L114,392
                                                       ==================   ==================
</TABLE>

 
6. TAXATION
 

<TABLE>
<CAPTION>
                                                              1998                 1997
                                                       ------------------   ------------------
<S>                                                    <C>                  <C>
                                                               L                    L
United Kingdom corporation tax at 31%
  Current............................................             193,000              439,000
Under provision in respect of prior years;
  Current............................................               1,935                5,323
                                                       ------------------   ------------------
                                                                 L194,935             L444,323
                                                       ==================   ==================
</TABLE>

 
                                      F-37

<PAGE>
                     PHARMACIA & UPJOHN (CAMBRIDGE) LIMITED
 
                                    FORMERLY
 
                      PHARMACIA BIOTECH (BIOCHROM) LIMITED
 
                             NOTES TO THE ACCOUNTS
 
                         YEAR ENDED 31ST DECEMBER 1998
 
7. EMPLOYEES
 

<TABLE>
<CAPTION>
                                                              1998                 1997
                                                       ------------------   ------------------
<S>                                                    <C>                  <C>
                                                              NO.                  NO.
The average number of employees, (including the
  executive Director) was made up as follows:
  Manufacturing, production and development..........                  48                   48
  Distribution.......................................                   7                    8
  Administration.....................................                   5                    5
                                                       ------------------   ------------------
                                                                       60                   61
                                                       ==================   ==================
                                                               L                    L
Staff costs, including full time working Directors
  amounted to:
  Salaries and bonuses...............................           1,308,728            1,368,189
  National insurance.................................             105,959              107,986
  Pension costs......................................             127,348              118,317
                                                       ------------------   ------------------
                                                               L1,542,035           L1,594,492
                                                       ==================   ==================
</TABLE>

 
8. DIRECTORS` EMOLUMENTS
 

<TABLE>
<CAPTION>
                                                              1998                 1997
                                                       ------------------   ------------------
<S>                                                    <C>                  <C>
                                                               L                    L
Emoluments of Directors of Pharmacia & Upjohn
  (Cambridge) Limited
  Fees...............................................                  --                   --
  Other emoluments--salary, bonus and benefits in
    kind.............................................              73,705               68,244
                                                       ------------------   ------------------
                                                                   73,705               68,244
                                                       ==================   ==================
</TABLE>

 
    Retirement benefits are accruing to one Director under a defined benefit
scheme (1997:one).
 
                                      F-38

<PAGE>
                     PHARMACIA & UPJOHN (CAMBRIDGE) LIMITED
 
                                    FORMERLY
 
                      PHARMACIA BIOTECH (BIOCHROM) LIMITED
 
                       NOTES TO THE ACCOUNTS (CONTINUED)
 
                         YEAR ENDED 31ST DECEMBER 1998
 
9. TANGIBLE FIXED ASSETS
 

<TABLE>
<CAPTION>
                                                                               PLANT
                                                              LEASEHOLD      MACHINERY
                                                 COMPUTER      BUILDING     EQUIPMENT &
                                                 EQUIPMENT   IMPROVEMENTS     TOOLING       TOTAL
                                                 ---------   ------------   -----------   ---------
                                                     L            L              L            L
<S>                                              <C>         <C>            <C>           <C>
COST
At 1st January 1998............................   428,534       227,692      1,263,370    1,919,596
Disposals during year..........................   (45,949)           --        (12,929)     (58,878)
Additions......................................    42,429            --        108,882      151,311
                                                  -------       -------      ---------    ---------
At 31st December 1998..........................   425,014       227,692      1,359,323    2,012,029
                                                  -------       -------      ---------    ---------
DEPRECIATION
At 1st January 1998............................   323,582       203,176        937,334    1,464,092
Disposals during year..........................   (45,949)           --        (12,929)     (58,878)
Charge for the year............................    43,780         6,475        140,660      190,915
                                                  -------       -------      ---------    ---------
At 31st December 1998..........................   321,413       209,651      1,065,065    1,596,129
                                                  -------       -------      ---------    ---------
NET BOOK VALUE
At 31st December 1998..........................   103,601        18,041        294,258      415,900
                                                  =======       =======      =========    =========
At 31st December 1997..........................   104,952        24,516        326,036      455,504
                                                  =======       =======      =========    =========
</TABLE>

 
10. STOCK
 

<TABLE>
<CAPTION>
                                                                1998        1997
                                                              ---------   ---------
                                                                  L           L
<S>                                                           <C>         <C>
Components, materials and supplies..........................    528,408     636,259
Work in progress............................................     32,002       3,053
Finished goods..............................................     76,146      66,829
                                                              ---------   ---------
                                                               L636,556    L706,141
                                                              =========   =========
</TABLE>

 
    The Directors do not believe that the current replacement cost of stock is
materially different from its historical cost.
 
                                      F-39

<PAGE>
                     PHARMACIA & UPJOHN (CAMBRIDGE) LIMITED
 
                                    FORMERLY
 
                      PHARMACIA BIOTECH (BIOCHROM) LIMITED
 
                       NOTES TO THE ACCOUNTS (CONTINUED)
 
                         YEAR ENDED 31ST DECEMBER 1998
 
11. DEBTORS
 

<TABLE>
<CAPTION>
                                                                 1998         1997
                                                              ----------   ----------
                                                                  L            L
<S>                                                           <C>          <C>
Advance Corporation Tax Recoverable.........................     307,437      306,187
Trade debtors...............................................   1,093,118    1,038,502
Amounts owed by holding company and fellow subsidiaries.....       4,145        2,814
Other debtors and prepayments...............................     198,859      189,996
                                                              ----------   ----------
                                                              L1,603,559   L1,537,499
                                                              ==========   ==========
</TABLE>

 
12. CREDITORS--AMOUNTS FALLING DUE WITHIN ONE YEAR
 

<TABLE>
<CAPTION>
                                                                 1998         1997
                                                              ----------   ----------
                                                                  L            L
<S>                                                           <C>          <C>
Trade creditors.............................................     484,770      526,387
Other creditors.............................................     181,806       86,986
Other taxation and social security..........................      29,171       33,681
Corporation tax.............................................     193,000      157,730
                                                              ----------   ----------
                                                                 888,747     L804,784
                                                              ==========   ==========
</TABLE>

 
13.(A) PROVISIONS FOR LIABILITIES AND CHARGES
 

<TABLE>
<CAPTION>
                                                                1998       1997
                                                              --------   --------
                                                                 L          L
<S>                                                           <C>        <C>
Pension fund liability......................................   46,350         --
</TABLE>

 
    Following the net asset sale dated 26th February 1999 a pension fund
liability may crystalise when the Company's pension fund transfers scheme assets
to Biochrom Limited's new pension scheme in 1999.
 

<TABLE>
<CAPTION>
                                                                1998       1997
                                                              --------   --------
                                                                 L          L
<S>                                                           <C>        <C>
Building lease dilapidation provision.......................       --     75,000
</TABLE>

 
    The dilapidation provision was released to the Profit and Loss account in
the light of the surrender without penalty of the building lease on the sale of
net assets of the Company described in note 23.
 
                                      F-40

<PAGE>
                     PHARMACIA & UPJOHN (CAMBRIDGE) LIMITED
 
                                    FORMERLY
 
                      PHARMACIA BIOTECH (BIOCHROM) LIMITED
 
                       NOTES TO THE ACCOUNTS (CONTINUED)
 
                         YEAR ENDED 31ST DECEMBER 1998
 
13.(B) DEFERRED TAXATION
 
    The provision for deferred taxation, and the full potential asset, are made
up as follows:-
 

<TABLE>
<CAPTION>
                                                         1998                             1997
                                            ------------------------------   ------------------------------
                                             FULL POTENTIAL     PROVISION     FULL POTENTIAL     PROVISION
                                            (ASSET)/LIABILITY      MADE      (ASSET)/LIABILITY      MADE
                                            -----------------   ----------   -----------------   ----------
                                                    L               L                L               L
<S>                                         <C>                 <C>          <C>                 <C>
Accelerated capital allowances............       (45,713)               --         (43,881)              --
Short term timing differences.............          (738)               --         (22,499)              --
                                                --------        ----------      ----------       ----------
                                                L(46,451)              L--        L(66,380)             L--
                                                ========        ==========      ==========       ==========
</TABLE>

 
14. CALLED UP SHARE CAPITAL
 

<TABLE>
<CAPTION>
                                                                    1998                1997
                                                              -----------------   -----------------
<S>                                                           <C>                 <C>
AUTHORISED
Ordinary shares of L1 each..................................         L2,000,000          L2,000,000
                                                              =================   =================
ALLOTTED, CALLED UP AND FULLY PAID
Ordinary shares of L1 each..................................         L2,000,000          L2,000,000
                                                              =================   =================
</TABLE>

 
15. STATEMENT OF RESERVES
 

<TABLE>
<CAPTION>
                                                                    1998                1997
                                                              -----------------   -----------------
                                                                      L                   L
<S>                                                           <C>                 <C>
At 1st January 1998.........................................            846,126           2,349,827
Retained Profit/(Loss) for the year.........................            420,022          (1,503,701)
                                                              -----------------   -----------------
At 31st December 1998.......................................          1,266,148             846,126
                                                              =================   =================
</TABLE>

 
16. RECONCILIATION OF MOVEMENTS IN SHAREHOLDERS' FUNDS
 

<TABLE>
<CAPTION>
                                                                    1998                1997
                                                              -----------------   -----------------
                                                                      L                   L
<S>                                                           <C>                 <C>
Profit for the year.........................................            420,022             846,126
Appropriation, net dividend on ordinary shares..............                 --          (2,349,827)
                                                              -----------------   -----------------
Net addition/(reduction) to shareholders' funds.............            420,022          (1,503,701)
Opening shareholders' funds.................................          2,846,126           4,349,827
Closing shareholders' funds.................................          3,266,148           2,846,126
                                                              =================   =================
</TABLE>

 
                                      F-41

<PAGE>
                     PHARMACIA & UPJOHN (CAMBRIDGE) LIMITED
 
                                    FORMERLY
 
                      PHARMACIA BIOTECH (BIOCHROM) LIMITED
 
                       NOTES TO THE ACCOUNTS (CONTINUED)
 
                         YEAR ENDED 31ST DECEMBER 1998
 
17. CAPITAL COMMITMENTS
 

<TABLE>
<CAPTION>
                                                                    1998                1997
                                                              -----------------   -----------------
                                                                      L                   L
<S>                                                           <C>                 <C>
Future capital expenditure contracted, but not provided
  for:......................................................                 --                  --
                                                              =================   =================
</TABLE>

 
18. CONTINGENT LIABILITIES AND FINANCIAL COMMITMENTS
 

<TABLE>
<CAPTION>
                                                                    1998               1997
                                                              ----------------   ----------------
                                                                     L                  L
<S>                                                           <C>                <C>
Amount of performance bonds.................................               944                944
Guarantee given to H.M. Customs & Excise in respect of
  import duty & VAT.........................................           120,000            120,000
                                                              ----------------   ----------------
                                                                      L120,944           L120,944
                                                              ================   ================
</TABLE>

 
    a)  The Directors do not expect liabilities to arise from the performance
       bonds issued.
 
    b)  The company has entered into a composite accounting agreement with
       Barclays Bank PLC., along with other members of the Pharmacia & Upjohn
       Limited group. As a member of the Pharmacia & Upjohn Limited group cash
       pool, the company has a contingent liability of L10 million (1997
       L10 million) in respect of overdrafts of the other members in the group
       cash pool.
 
    c)  At 31st December 1998, the Company had financial commitments in respect
       of operating leases for vehicles, equipment and premises, terminating in
       1999 and thereafter. The total amount payable in the next year under
       these leases is as follows:-
 

<TABLE>
<CAPTION>
                                                                       1998                             1997
                                                        ----------------------------------   ---------------------------
                                                            LAND AND                         LAND AND
                                                           BUILDINGS            OTHER        BUILDINGS        OTHER
                                                        ----------------   ---------------   ---------   ---------------
                                                               L                  L              L              L
<S>                                                     <C>                <C>               <C>         <C>
Leases expiring between
Less than one year....................................           170,250             3,870          --             2,894
One to two years......................................                --             2,497     227,000             4,992
Two and five years inclusive..........................                --            42,048          --            34,356
                                                        ----------------   ---------------   ---------   ---------------
                                                                L170,250           L48,415    L227,000           L42,242
                                                        ================   ===============   =========   ===============
</TABLE>

 
                                      F-42

<PAGE>
                     PHARMACIA & UPJOHN (CAMBRIDGE) LIMITED
 
                                    FORMERLY
 
                      PHARMACIA BIOTECH (BIOCHROM) LIMITED
 
                       NOTES TO THE ACCOUNTS (CONTINUED)
 
                         YEAR ENDED 31ST DECEMBER 1998
 
19. CASH FLOW STATEMENT
 
(a) Reconciliation of operating profit to net cash inflow from operating
    activities:
 

<TABLE>
<CAPTION>
                                                                    1998                1997
                                                              ----------------   ------------------
                                                                     L                   L
<S>                                                           <C>                <C>
Operating profit............................................           531,862            1,176,057
Depreciation charges........................................           190,915              212,740
(Gain) on sale of tangible fixed assets.....................                --                 (215)
Decrease/(Increase) in stocks...............................            69,585               59,566
(Increase) in debtors.......................................           (63,479)             (63,377)
Increase/(Decrease) in creditors............................            13,360              (28,930)
                                                              ----------------   ------------------
Net cash inflow from operating activities...................          L742,243           L1,355,841
                                                              ================   ==================
</TABLE>

 
(b) Analysis of changes in net funds and movement during the year
 

<TABLE>
<CAPTION>
                                                                     1998                 1997
                                                              ------------------   ------------------
                                                                      L                    L
<S>                                                           <C>                  <C>
Balance at 1st January 1998.................................           1,026,766            3,189,230
Net cash inflow/(outflow)...................................             518,464           (2,162,464)
                                                              ------------------   ------------------
Balance at 31st December 1998...............................          L1,545,230           L1,026,766
                                                              ==================   ==================
</TABLE>

 
(c) Analysis of the balances of cash shown in the balance sheet
 

<TABLE>
<CAPTION>
                                                                                       CHANGE
                                                                1998        1997      IN YEAR
                                                              ---------   ---------   --------
                                                                  L           L          L
<S>                                                           <C>         <C>         <C>
Cash at bank and in hand....................................  1,545,230   1,026,766   518,464
</TABLE>

 
20. PENSION OBLIGATIONS
 
    The Company participates in a pension fund operated by Pharmacia Biotech UK,
a branch office of Pharmacia Biotech Europe GmbH (previously Pharmacia Limited)
providing benefits based on final pensionable pay. The assets of the fund are
held separately from those of the Company being invested with investment
managers in a managed fund.
 
                                      F-43

<PAGE>
                     PHARMACIA & UPJOHN (CAMBRIDGE) LIMITED
 
                                    FORMERLY
 
                      PHARMACIA BIOTECH (BIOCHROM) LIMITED
 
                       NOTES TO THE ACCOUNTS (CONTINUED)
 
                         YEAR ENDED 31ST DECEMBER 1998
 
20. PENSION OBLIGATIONS (CONTINUED)
    The total pension cost for the company is set out in note 7. The pension
cost is assessed in accordance with the advice of an independent qualified
actuary using the projected unit method. The most recent actuarial valuation
adopted by the Trustees of the Pharmacia Limited Staff Superannuation Fund was
as at 1 January 1997. The assumptions which had the most significant effect on
the results of the valuation were those relating to:
 
    a)  the future rate of investment return on the fund;
 
    b)  the future rate at which members' salaries would increase;
 
    c)  the rate of withdrawal from service.
 
    It was assumed that the long term rate of investment return would be at an
average of 9% per annum and the rate of future salary increases would be at 7.5%
per annum. The rate of withdrawal from service was selected at a rate slightly
less than the rate experienced over the inter-valuation period.
 
    The most recent actuarial valuation adopted by the Trustees showed that the
market value of the fund's assets was L5,564,000 and that the actuarial value of
those assets represented 112% of the benefits that had accrued to members, after
allowing for expected future increases in basic salary.
 
    The existing pension fund was formed in 1986 by the amalgamation of the
Pharmacia Biotech Limited and Pharmacia LKB Biochrom Limited schemes. Following
the net asset sale on 26 February 1999 (note 23), all Pharmacia Biotech active
members (staff formerly employed by Pharmacia Biotech Limited) will transfer
into the Nycomed Amersham Scheme. The remaining "Biochrom" active members will
have the choice to transfer into the new Biochrom Limited pension scheme. All
current and deferred members will remain in the Pharmacia Biotech UK Pension
Fund which will be administered by Pharmacia & Upjohn at Milton Keynes.
 
21. RELATED PARTY TRANSACTIONS
 
    As a wholly owned subsidiary, whose results are included in the consolidated
financial statements of Pharmacia & Upjohn, Inc. (see note 22), the company is
exempt from the requirement to disclose details of transactions with other group
companies.
 
    The Director regards Amersham Pharmacia Biotech AB ("APB") as a related
party by virtue of the fact that the company's ultimate parent undertaking
Pharmacia & Upjohn Inc. holds a 45% interest in APB and that there are certain
common directorships. Sales to APB group companies amounted to L6,608,485 and
the company was owed L1,010,761 as at 31 December 1998 in relation to trading
balances.
 
                                      F-44

<PAGE>
                     PHARMACIA & UPJOHN (CAMBRIDGE) LIMITED
 
                                    FORMERLY
 
                      PHARMACIA BIOTECH (BIOCHROM) LIMITED
 
                       NOTES TO THE ACCOUNTS (CONTINUED)
 
                         YEAR ENDED 31ST DECEMBER 1998
 
22. ULTIMATE AND IMMEDIATE PARENT UNDERTAKING
 
    The directors regard Pharmacia & Upjohn, Inc, a company incorporated in the
USA, as the ultimate parent and controlling undertaking. Copies of the ultimate
parent's consolidated financial statements may be obtained from:
 
    Pharmacia & Upjohn, Inc
    7000 Portage Road, Kalamazoo
    Michigan 49001, USA
 
    According to the register kept by the company, Pharmacia & Upjohn Limited, a
company registered in England and Wales, has a 100% interest in the equity
capital of the company at 31 December 1998.
 
23. POST BALANCE SHEET EVENTS
 
    On the 26th February 1999, the Company sold the majority of its net assets
to Biochrom Limited for a consideration of US Dollars 6,362,574. Following this,
the Company will cease to trade.
 
24. SUMMARY OF DIFFERENCES BETWEEN UK AND US GENERALLY ACCEPTED ACCOUNTING
    PRINCIPLES ("GAAP")
 
    The company has prepared financial statements in accordance with UK GAAP.
There are no reconciling differences between US and UK GAAP related to the
equity shareholders' funds as of 31 December 1997 and 1998 and the net income
for the years ended 31 December 1997 and 1998. The financial statements reflect
all costs of doing business including costs incurred by other group companies on
behalf of the Company. As of 31 December 1997 and 1998 the following other
differences exist:
 
DEFERRED TAXATION
 
    Under UK GAAP, provision for deferred tax is only required to the extent
that it is probable that a taxation liability or asset will crystallise, in the
foreseeable future, as a result of timing differences between taxable profits
and accounting profit, with provision made at the known tax rate.
 
    Under US GAAP, full provision for deferred tax is required to the extent
that accounting profit differs from taxable profit due to temporary differences.
Provision is made at the tax rate in effect at the time the difference is likely
to reverse. A valuation adjustment is made against deferred tax assets when it
is more likely than not that a deferred tax asset will not be realised. As such,
provision for the taxable losses carried forward of L46,451 would be provided
with a valuation allowance for the full amount, resulting in no net impact on
the profit and loss account or shareholders' equity, as of 31 December 1998.
Provision for the taxable losses carried forward of L66,380 would be provided
with a valuation allowance for the full amount, resulting in no net impact on
the profit and loss account or shareholders' equity, as of 31 December 1997.
 
                                      F-45

<PAGE>
                     PHARMACIA & UPJOHN (CAMBRIDGE) LIMITED
 
                                    FORMERLY
 
                      PHARMACIA BIOTECH (BIOCHROM) LIMITED
 
                       NOTES TO THE ACCOUNTS (CONTINUED)
 
                         YEAR ENDED 31ST DECEMBER 1998
 
24. SUMMARY OF DIFFERENCES BETWEEN UK AND US GENERALLY ACCEPTED ACCOUNTING
    PRINCIPLES ("GAAP") (CONTINUED)
CASH FLOW STATEMENTS
 
    The cash flow statement is prepared in accordance with United Kingdom
Financial Reporting Standard 1 "FRS 1 (Revised 1996)", whose objective and
principles are similar to those set out in SFAS No.95, "Statement of Cash
Flows". The principal differences between the standards relate to
classification. Under FRS 1 (Revised 1996), the company presents its cash flows
for (a) operating activities, (b) returns on investments and servicing of
finance, (c) taxation, (d) capital expenditure and financial investment,
(e) equity dividends paid, (f) management of liquid resources and
(g) financing. SFAS No.95 requires only three categories of cash flow activity
being (a) operating, (b) investing and (c) financing.
 
    Cash flows from taxation and returns on investments and servicing of finance
under FRS 1 (Revised 1996) would be included as operating activities under SFAS
No.95, capital expenditure and financial investment would be included as
investing activities, and equity dividends paid would be included as a financing
activity under SFAS No.95. Under FRS 1 (Revised 1996) cash comprises cash in
hand and deposits repayable on demand, less overdrafts repayable on demand, and
liquid resources comprise current asset investments held as readily disposable
stores of value. Under SFAS No.95 cash equivalents, comprising short-term highly
liquid investments, generally with original maturities of three months or less,
are grouped together with cash. Cash equivalents exclude overdrafts. There are
no differences between cash as stated under UK GAAP and cash and cash
equivalents as stated under US GAAP at 31 December 1997 and 1998.
 
    Set out below, for illustrative purposes, is a summary of cash flows under
US GAAP.
 

<TABLE>
<CAPTION>
                                                              YEAR ENDED 31 DECEMBER
                                                              ----------------------
                                                                1998         1997
                                                              ---------   ----------
                                                                L'000       L'000
<S>                                                           <C>         <C>
Net cash provided by operating activities...................    663,092      310,979
Net cash used in investing activities.......................   (144,628)    (123,616)
Net cash used in financing activities.......................         --   (2,349,827)
                                                              ---------   ----------
Net increase/(decrease) in cash and cash equivalents........    518,464   (2,612,464)
Cash and cash equivalents at beginning of period............  1,026,766    3,639,230
Cash and cash equivalents at end of period..................  1,545,230    1,026,766
                                                              ---------   ----------
Supplement cash flow information:
Cash paid for interest......................................         --           --
Cash paid for income taxes..................................   (160,915)  (1,163,780)
                                                              ---------   ----------
</TABLE>

 
                                      F-46

<PAGE>
PROSPECTUS               ,2000
 
                       [THOMAS WEISEL PARTNERS LLC LOGO]
 
                           [HARVARD BIOSCIENCE LOGO]
 
                                6,422,450 SHARES
                                  COMMON STOCK
 
                           THOMAS WEISEL PARTNERS LLC
                             DAIN RAUSCHER WESSELS
                                  ING BARINGS
 
------------------------------------------------------------
 
Neither we nor any of the underwriters have authorized anyone to provide
information different from that contained in this prospectus. When you make a
decision about whether to invest in our common stock, you should not rely upon
any information other than the information in this prospectus. Neither the
delivery of this prospectus nor the sale of our common stock means that
information contained in this prospectus is correct after the date of this
prospectus. This prospectus is not an offer to sell or solicitation of an offer
to buy these shares of common stock in any circumstances under which the offer
or solicitation is unlawful.
 
Until               , 2000 (25 days after commencement of this offering), all
dealers that buy, sell or trade these shares of common stock, whether or not
participating in this offering, may be required to deliver a prospectus. This is
an addition to the dealers' obligation to deliver a prospectus when acting as
underwriters and with respect to their unsold allotments or subscriptions.

<PAGE>

                                    PART II
                     INFORMATION NOT REQUIRED IN PROSPECTUS
 

ITEM 13.  OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
 
    The following table sets forth the estimated expenses payable by us in
connection with the offering (excluding underwriting discounts and commissions):
 

<TABLE>
<CAPTION>
NATURE OF EXPENSE                                               AMOUNT
-----------------                                             ----------
<S>                                                           <C>
SEC Registration Fee........................................  $   25,260
NASD Filing Fee.............................................       8,000
Nasdaq National Market Listing Fee..........................      95,000
Accounting Fees and Expenses................................     550,000
Legal Fees and Expenses.....................................     600,000
Printing Expenses...........................................     200,000
Blue Sky Qualification Fees and Expenses....................       5,000
Transfer Agent's Fee........................................       5,000
Miscellaneous...............................................      11,740
                                                              ----------
    TOTAL...................................................  $1,500,000
</TABLE>

 
    The amounts set forth above, except for the Securities and Exchange
Commission, National Association of Securities Dealers, Inc. and Nasdaq National
Market fees, are in each case estimated.
 

ITEM 14.  INDEMNIFICATION OF DIRECTORS AND OFFICERS
 
    In accordance with Section 145 of the Delaware General Corporation Law,
Article VII of our certificate of incorporation provides that none of our
directors will be personally liable to us or our stockholders for monetary
damages for breach of fiduciary duty as a director, except for liability
(1) for any breach of the director's duty of loyalty to us or our stockholders,
(2) for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (3) in respect of unlawful dividend
payments or stock redemptions or repurchases, or (4) for any transaction from
which the director derived an improper personal benefit. In addition, our
certificate of incorporation provides that if the Delaware General Corporation
Law is amended to authorize the further elimination or limitation of the
liability of directors, then the liability of a director of the corporation
shall be eliminated or limited to the fullest extent permitted by the Delaware
General Corporation Law, as so amended.
 
    Article V of our by-laws provides for our indemnification of our officers
and certain non-officer employees under certain circumstances against expenses,
including attorneys' fees, judgments, fines and amounts paid in settlement,
reasonably incurred in connection with the defense or settlement of any
threatened, pending or completed legal proceeding in which any such person is
involved by reason of the fact that such person is or was an officer or employee
of the registrant if such person acted in good faith and in a manner he or she
reasonably believed to be in or not opposed to our best interests, and, with
respect to criminal actions or proceedings, if such person had no reasonable
cause to believe his or her conduct was unlawful.
 
    Prior to the offering, we will have entered into indemnification agreements
with each of our directors. The form of indemnification agreement provides that
we will indemnify our directors for expenses incurred because of their status as
a director to the fullest extent permitted by Delaware law, our certificate of
incorporation and our by-laws.
 
                                      II-1

<PAGE>

ITEM 15.  RECENT SALES OF UNREGISTERED SECURITIES
 
    Set forth in chronological order below is information regarding the number
of shares of capital stock issued by us since October 15, 1997. Also included is
the consideration, if any, received by us for such shares. There was no public
offering in any such transaction and we believe that each transaction was exempt
from the registration requirements of the Securities Act of 1933 by reason of
Section 4(2) thereof, based on the private nature of the transactions and the
financial sophistication of the purchasers, all of whom had access to complete
information concerning us and acquired the securities for investment and not
with a view to the distribution thereof. In addition, we believe that the
transactions described below with respect to issuances and option grants to our
employees and directors were exempt from the registration requirements of said
Act by reason of Section 4(2) of said Act or Rule 701 promulgated thereunder.
 
    (a) ISSUANCE OF CAPITAL STOCK
 
       (i) In 1999, we issued an aggregate of 48,500 shares of our series B
           convertible preferred stock to Ascent Venture Partners, L.P.
           (formerly known as Pioneer Capital Corp.) and Citizens Capital, Inc.
           for an aggregate purchase price of $1,000,000.
 
       (ii) In March 2000, we issued 1,091,716 shares of our common stock upon
           the exercise of previously granted stock options at an aggregate
           exercise price of $1,792.14.
 
       (iii) In September 2000, we issued 2,376,236 shares of our common stock
           upon the exercise of previously granted stock options at an aggregate
           exercise price of $1,549,155.40.
 
    (b) GRANTS OF STOCK OPTIONS
 
       (i) As of October 15, 2000, options to purchase 599,096 shares of common
           stock were outstanding under our 1996 Stock Option and Grant Plan.
           None of these options is exercisable within 60 days of such date. All
           such options were granted between March 1996 and October 2000 to our
           officers, directors, employees and consultants.
 

ITEM 16.  EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
 
    (A) EXHIBITS.  The following is a complete list of exhibits filed or
incorporated by reference as part of this Registration Statement.
 
   

<TABLE>
    <C>       <S>
      *1.1    Form of Underwriting Agreement.
     **2.1    Asset Purchase Agreement dated March 2, 1999 by and among
              Biochrom Limited and Pharmacia Biotech Limited and Pharmacia
              & Upjohn, Inc. and Harvard Apparatus, Inc. (Excluding
              schedules and exhibits which Registrant agrees to furnish
              supplementally to the Commission upon request.)
     **2.2    Asset Purchase Agreement dated July 14, 2000 by and between
              Harvard Apparatus, Inc., AmiKa Corporation and Ashok Shukla.
              (Excluding schedules and exhibits which Registrant agrees to
              furnish supplementally to the Commission upon request.)
     **3.1    Form of Amended and Restated Certificate of Incorporation of
              the Registrant.
     **3.2    Form of Second Amended and Restated Certificate of
              Incorporation of the Registrant.
     **3.3    Form of Amended and Restated By-laws of the Registrant.
     **4.1    Specimen certificate for shares of Common Stock, $0.01 par
              value, of the Registrant.
     **4.2    Amended and Restated Securityholders' Agreement dated as of
              March 2, 1999 by and among Harvard Apparatus, Inc., Pioneer
              Ventures Limited Partnership, Pioneer Ventures Limited
              Partnership II, Pioneer Capital Corp., First New England
              Capital, L.P. and Citizens Capital, Inc. and Chane Graziano
              and David Green.
       5.1    Opinion of Goodwin, Procter & Hoar LLP as to the legality of
              the securities offered.
</TABLE>

    
 
                                      II-2

<PAGE>
   

<TABLE>
    <C>       <S>
    **10.1    Harvard Apparatus, Inc. 1996 Stock Option and Grant Plan.
    **10.2    Harvard Bioscience, Inc. 2000 Stock Option and Incentive
              Plan.
    **10.3    Harvard Bioscience, Inc. Employee Stock Purchase Plan.
     +10.4    Distribution Agreement dated March 2, 1999 by and between
              Biochrom Limited and Amersham Pharmacia Biotech AB.
    **10.5    Form of Employment Agreement between Harvard Bioscience and
              Chane Graziano.
    **10.6    Form of Employment Agreement between Harvard Bioscience and
              David Green.
    **10.7    Form of Employment Agreement between Harvard Bioscience and
              James L. Warren.
    **10.8    Form of Director Indemnification Agreement.
    **10.9    Lease Agreement dated December 16, 1996 between Seven
              October Hill LLC and Harvard Apparatus, Inc.
    **10.10   First Amendment to Lease dated November 13, 1998 to Lease
              Agreement dated December 16, 1996 between Seven October Hill
              LLC and Harvard Apparatus, Inc.
    **10.11   Lease of Unit 22 Phase I Cambridge Science Park, Milton
              Road, Cambridge dated March 3, 1999 between The Master
              Fellows and Scholars of Trinity College Cambridge, Biochrom
              Limited and Harvard Apparatus, Inc.
    **10.12   Lease Agreement for Commercial Premises dated November 26,
              1999 made between Mr. Heinz Dehnert, Grunstrabe 1, 79232
              March-Hugstetten, Lessor and the Company of Harvard
              Apparatus GmbH, Lessee.
      10.13   Amended and Restated Loan and Security Agreement dated
              March 2, 1999 between Brown Brothers Harriman & Co.,
              BankBoston N.A. and Harvard Apparatus, Inc.
      10.14   Amendment and Waiver dated December 31, 1999 to Amended and
              Restated Loan and Security Agreement between Brown Brothers
              Harriman & Co., Fleet National Bank (formerly known as
              BankBoston N.A.) and Harvard Apparatus, Inc.
      10.15   Second Amendment dated July 14, 2000 to Amended and Restated
              Loan and Security Agreement between Brown Brothers
              Harriman & Co., and Fleet National Bank (formerly known as
              BankBoston N.A.) and Harvard Apparatus, Inc.
      10.16   Third Amendment dated October 25, 2000 to Amended and
              Restated Loan and Security Agreement between Brown Brothers
              Harriman & Co., and Fleet National Bank (formerly known as
              BankBoston N.A.) and Harvard Apparatus, Inc.
    **21.1    Subsidiaries of the Registrant.
      23.1    Consent of Goodwin, Procter & Hoar LLP (included in Exhibit
              5.1 hereto).
      23.2    Consent of KPMG LLP.
      23.3    Consent of PricewaterhouseCoopers.
    **24.1    Powers of Attorney for Messrs. Graziano, Warren, Green, Dick
              and Klaffky.
    **24.2    Powers of Attorney for Messrs. Dishman, Kennedy and Lewis.
    **27.1    Financial Data Schedule.
    **99.1    Consent of Robert Dishman to be named as a person to be
              appointed a director of Registrant in this Registration
              Statement.
    **99.2    Consent of Earl R. Lewis to be named as a person to be
              appointed a director of Registrant in this Registration
              Statement.
    **99.3    Consent of John F. Kennedy to be named as a person to be
              appointed a director of Registrant in this Registration
              Statement.
</TABLE>

    
 
------------------------
 
  * To be filed by amendment to this registration statement.
 
 ** Previously filed.
 
  + Confidential treatment requested as to this previously filed exhibit.
 
                                      II-3

<PAGE>
    (B) FINANCIAL STATEMENT SCHEDULES
 
    All schedules have been omitted because they are not required or because the
required information is given in the consolidated financial statements or notes
to those statements.
 

ITEM 17.  UNDERTAKINGS
 
    The undersigned registrant hereby undertakes to provide to the underwriters
at the closing specified in the Underwriting Agreement certificates in such
denominations and registered in such names as required by the underwriters to
permit prompt delivery to each purchaser.
 
    Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
 
    The undersigned registrant hereby undertakes that:
 
        (1) For purposes of determining any liability under the Securities Act
    of 1933, the information omitted from the form of prospectus filed as part
    of this registration statement in reliance upon Rule 430A and contained in a
    form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4)
    or 497(h) under the Securities Act shall be deemed to be part of this
    registration statement as of the time it was declared effective.
 
        (2) For the purpose of determining any liability under the Securities
    Act of 1933, each post-effective amendment that contains a form of
    prospectus shall be deemed to be a new registration statement relating to
    the securities offered therein, and the offering of such securities at that
    time shall be deemed to be the initial BONA FIDE offering thereof.
 
                                      II-4

<PAGE>

                                   SIGNATURES
 
   
    Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Boston, on December 1,
2000.
    
 

<TABLE>
<S>                                                    <C>  <C>
                                                       HARVARD BIOSCIENCE, INC.
 
                                                       By:               /s/ JAMES WARREN
                                                            -----------------------------------------
                                                                           James Warren
                                                                     CHIEF FINANCIAL OFFICER
</TABLE>

 
    Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
 
   

<TABLE>
<CAPTION>
                      SIGNATURE                                   TITLE                    DATE
                      ---------                                   -----                    ----
<C>                                                    <S>                          <C>
                          *                            Chief Executive Officer and
     -------------------------------------------         Director (Principal         December 1, 2000
                   Chane Graziano                        Executive Officer)
 
                                                       Chief Financial Officer
                  /s/ JAMES WARREN                       (Principal Financial
     -------------------------------------------         Officer and Principal       December 1, 2000
                    James Warren                         Accounting Officer)
 
                          *
     -------------------------------------------       President and Director        December 1, 2000
                     David Green
 
                          *
     -------------------------------------------       Director                      December 1, 2000
                 Christopher W. Dick
 
                          *
     -------------------------------------------       Director                      December 1, 2000
               Richard C. Klaffky, Jr.
 
                          *
     -------------------------------------------       Director                      December 1, 2000
                   Robert Dishman
 
                          *
     -------------------------------------------       Director                      December 1, 2000
                   John F. Kennedy
 
                          *
     -------------------------------------------       Director                      December 1, 2000
                    Earl R. Lewis
</TABLE>

    
 

<TABLE>
<S>   <C>
*By:              /s/ JAMES WARREN
      ----------------------------------------
                    James Warren
                  Attorney-in-fact
</TABLE>

 
                                      II-5

<PAGE>

                                 EXHIBIT INDEX
 
   

<TABLE>
       EXHIBIT
         NO.            DESCRIPTION
       -------          ------------------------------------------------------------
<C>                     <S>
         *1.1           Form of Underwriting Agreement.
        **2.1           Asset Purchase Agreement dated March 2, 1999 by and among
                          Biochrom Limited and Pharmacia Biotech Limited and
                          Pharmacia & Upjohn, Inc. and Harvard Apparatus, Inc.
                          (Excluding schedules and exhibits which Registrant agrees
                          to furnish supplementally to the Commission upon request.)
        **2.2           Asset Purchase Agreement dated July 14, 2000 by and between
                          Harvard Apparatus, Inc., AmiKa Corporation and Ashok
                          Shukla. (Excluding schedules and exhibits which Registrant
                          agrees to furnish supplementally to the Commission upon
                          request.)
        **3.1           Form of Amended and Restated Certificate of Incorporation of
                          the Registrant.
        **3.2           Form of Second Amended and Restated Certificate of
                          Incorporation of the Registrant.
        **3.3           Form of Amended and Restated By-laws of the Registrant.
        **4.1           Specimen certificate for shares of Common Stock, $0.01 par
                          value, of the Registrant.
        **4.2           Amended and Restated Securityholders' Agreement dated as of
                          March 2, 1999 by and among Harvard Apparatus, Inc.,
                          Pioneer Ventures Limited Partnership, Pioneer Ventures
                          Limited Partnership II, Pioneer Capital Corp., First New
                          England Capital, L.P. and Citizens Capital, Inc. and Chane
                          Graziano and David Green.
          5.1           Opinion of Goodwin, Procter & Hoar LLP as to the legality of
                          the securities offered.
       **10.1           Harvard Apparatus, Inc. 1996 Stock Option and Grant Plan.
       **10.2           Harvard Bioscience, Inc. 2000 Stock Option and Incentive
                          Plan.
       **10.3           Harvard Bioscience, Inc. Employee Stock Purchase Plan.
        +10.4           Distribution Agreement dated March 2, 1999 by and between
                          Biochrom Limited and Amersham Pharmacia Biotech AB.
       **10.5           Form of Employment Agreement between Harvard Bioscience and
                          Chane Graziano.
       **10.6           Form of Employment Agreement between Harvard Bioscience and
                          David Green.
       **10.7           Form of Employment Agreement between Harvard Bioscience and
                          James L. Warren.
       **10.8           Form of Director Indemnification Agreement.
       **10.9           Lease Agreement dated December 16, 1996 between Seven
                          October Hill LLC and Harvard Apparatus, Inc.
       **10.10          First Amendment to Lease dated November 13, 1998 to Lease
                          Agreement dated December 16, 1996 between Seven October
                          Hill LLC and Harvard Apparatus, Inc.
       **10.11          Lease of Unit 22 Phase I Cambridge Science Park, Milton
                          Road, Cambridge dated March 3, 1999 between The Master
                          Fellows and Scholars of Trinity College Cambridge,
                          Biochrom Limited and Harvard Apparatus, Inc.
       **10.12          Lease Agreement for Commercial Premises dated November 26,
                          1999 made between Mr. Heinz Dehnert, Grunstrabe 1, 79232
                          March-Hugstetten, Lessor and the Company of Harvard
                          Apparatus GmbH, Lessee.
         10.13          Amended and Restated Loan and Security Agreement dated
                          March 2, 1999 between Brown Brothers Harriman & Co.,
                          BankBoston N.A. and Harvard Apparatus, Inc.
         10.14          Amendment and Waiver dated December 31, 1999 to Amended and
                          Restated Loan and Security Agreement between Brown
                          Brothers Harriman & Co., Fleet National Bank (formerly
                          known as BankBoston N.A.) and Harvard Apparatus, Inc.
         10.15          Second Amendment dated July 14, 2000 to Amended and Restated
                          Loan and Security Agreement between Brown Brothers
                          Harriman & Co., and Fleet National Bank (formerly known as
                          BankBoston N.A.) and Harvard Apparatus, Inc.
         10.16          Third Amendment dated October 25, 2000 to Amended and
                          Restated Loan and Security Agreement between Brown
                          Brothers Harriman & Co., and Fleet National Bank (formerly
                          known as BankBoston N.A.) and Harvard Apparatus, Inc.
       **21.1           Subsidiaries of the Registrant.
         23.1           Consent of Goodwin, Procter & Hoar LLP (included in Exhibit
                          5.1 hereto).
         23.2           Consent of KPMG LLP.
</TABLE>

    
 

<PAGE>

<TABLE>
       EXHIBIT
         NO.            DESCRIPTION
       -------          ------------------------------------------------------------
<C>                     <S>
         23.3           Consent of PricewaterhouseCoopers.
       **24.1           Powers of Attorney for Messrs. Graziano, Warren, Green, Dick
                          and Klaffky.
       **24.2           Powers of Attorney for Messrs. Dishman, Kennedy and Lewis.
       **27.1           Financial Data Schedule.
       **99.1           Consent of Robert Dishman to be named as a person to be
                          appointed a director of Registrant in this Registration
                          Statement.
       **99.2           Consent of Earl R. Lewis to be named as a person to be
                          appointed a director of Registrant in this Registration
                          Statement.
       **99.3           Consent of John F. Kennedy to be named as a person to be
                          appointed a director of Registrant in this Registration
                          Statement.
</TABLE>

 
------------------------
 
  * To be filed by amendment to this registration statement.
 
 ** Previously filed.
 
  + Confidential treatment requested as to this previously filed exhibit.





<PAGE>


                                                                    Exhibit 5.1


                           GOODWIN, PROCTER & HOAR LLP

                               COUNSELLORS AT LAW
                                 EXCHANGE PLACE
                        BOSTON, MASSACHUSETTS 02109-2881

                                November 29, 2000

Harvard Bioscience, Inc.
84 October Hill Road
Holliston, Massachusetts 01746-1371

Ladies and Gentlemen:

         Re:    REGISTRATION STATEMENT ON FORM S-1

     This opinion is delivered in our capacity as special counsel to Harvard
Bioscience, Inc. (the "Company") in connection with the preparation and filing
with the Securities and Exchange Commission under the Securities Act of 1933 of
a Registration Statement on Form S-1 (the "Registration Statement") relating to
7,359,950 shares of Common Stock, par value $.01 per share (the "Registered
Shares"), including 6,250,000 primary shares to be sold by the Company (the
"Primary Shares"), and 937,500 shares to be sold by the Company which the
underwriters have an option to purchase solely for the purpose of covering
over-allotments (the "Company Option Shares" and, together with the Primary
Shares, the "Company Shares") and 172,450 shares to be sold by a stockholder of
the Company named in the Registration Statement (the "Stockholder Shares"). The
Registered Shares are to be sold to the several underwriters (the
"Underwriters") of which Thomas Weisel Partners LLC, Dain Rauscher
 Incorporated
and ING Barings LLC are the representatives (the "Representatives") pursuant to
an Underwriting Agreement (the "Underwriting Agreement") to be entered into
between the Company and the Representatives of the Underwriters.

     As counsel for the Company, we have examined the form of the proposed 
Underwriting Agreement being filed as an exhibit to the Registration 
Statement, the Company's Amended and Restated Certificate of Incorporation 
and the Company's Amended and Restated By-laws, each as will be in effect at 
the time of the issuance of the Registered Shares, and such records, 
certificates and other documents of the Company as we have deemed necessary 
or appropriate for the purposes of this opinion.

     We are attorneys admitted to practice in The Commonwealth of 
Massachusetts. We express no opinion concerning the laws of any jurisdiction 
other than the laws of the United States of America, the laws of The 
Commonwealth of Massachusetts and the General Corporation Law of the State of 
Delaware ("DGCL"), which includes applicable provisions of the Delaware 
Constitution and reported judicial decisions interpreting the DGCL and the 
Delaware Constitution.


<PAGE>


Harvard Bioscience, Inc.
November 29, 2000
Page 2


     Based on the foregoing, we are of the opinion that (i) the Stockholder 
Shares are duly authorized, legally issued, fully paid and non-assessable by 
the Company under the DGCL and (ii) when the Underwriting Agreement is 
completed (including the insertion therein of pricing terms) and executed by 
the Company and on behalf of the Underwriters, and the Company Shares are 
sold to the Underwriters and paid for pursuant to the terms of the 
Underwriting Agreement, the Company Shares will be duly authorized, legally 
issued, fully paid and non-assessable by the Company under the DGCL.

     We hereby consent to being named as counsel to the Company in the
Registration Statement, to the references therein to our firm under the caption
"Legal Matters," and to the inclusion of this opinion as an exhibit to the
Registration Statement.

                                      Very truly yours,

                                      /s/ GOODWIN, PROCTER & HOAR  LLP

                                      GOODWIN, PROCTER & HOAR  LLP



================================================================================


<PAGE>
                                                              Exhibit 10.13




                              AMENDED AND RESTATED
                           LOAN AND SECURITY AGREEMENT




                          BROWN BROTHERS HARRIMAN & CO.
                                    AGENT FOR
                          THE LENDERS REFERENCED HEREIN




                                       AND



                             HARVARD APPARATUS, INC.

                                       ***

                                  THE BORROWER





                            .........................

================================================================================


<PAGE>

AMENDED AND RESTATED                              BROWN BROTHERS HARRIMAN & CO.,
LOAN AND SECURITY AGREEMENT                                 AS AGENT FOR LENDERS
                                                               REFERENCED HEREIN

--------------------------------------------------------------------------------

                                                                   March 2, 1999


         Harvard Apparatus, Inc., a Massachusetts corporation with a principal
place of business at 84 October Hill Road, Holliston, Massachusetts
(hereinafter, the "Borrower") , and Brown Brothers Harriman & Co., a New York
limited partnership, with offices at 40 Water Street, Boston, Massachusetts
(hereinafter, in such capacity, the "Agent"), as agent for the ratable benefit
of the "Lenders," who are, at present, Brown Brothers Harriman & Co., and
BankBoston, N.A., a national banking association with its principal offices at
100 Federal Street, Boston, Massachusetts and who in the future are those
Persons (if any) who become "Lenders" in accordance with the provisions of
Section 1-14, below, make this agreement in consideration of the mutual
covenants contained herein and benefits to be derived herefrom.
         This Agreement amends and restates a certain Loan and Security
Agreement dated September 9, 1996 entered into by and between
 Brown Brothers
Harriman & Co. and the Borrower.

ARTICLE 1 - THE REVOLVING CREDIT AND LENDERS' COMMITMENTS
    1-1.    ESTABLISHMENT OF REVOLVING CREDIT.
            (a) The Lenders hereby establish a revolving line of credit
(hereinafter, the "Revolving Credit") in the Borrower's favor pursuant to which
the Lenders shall make loans and advances and otherwise provide financial
accommodations to and for the account of the Borrower as provided herein for
working capital purposes and from time to time to fund a revolving note to
Biochrom Limited in the maximum principal amount of $1,500,000.00. The amount of
the Revolving Credit shall be determined by the Agent by reference to the
Borrower's Availability (as defined below), as determined by the Agent from time
to time hereafter. All loans made by the Lenders under this Agreement, and all
of the Borrower's other Liabilities (as defined below; to "he Lenders under or
pursuant to this Agreement, as provided herein.

                                       2


<PAGE>

            (b) As used herein, the term "Availability refers at any time
to the lesser of (i) or (ii), below:


                (i)   (A) Three Million Seven Hundred Fifty Thousand Dollars 

    ($3,750,000.00), 

                       minus 

                       (B) the aggregate amounts then undrawn on all outstanding
letters of credit, acceptances, or any other accommodations issued or incurred 
by the Lenders for the account and/or the benefit of the Borrower under this 
Agreement.
                (ii)  (A) eighty percent (80%) of the face amount of each of the
Borrower's Acceptable Accounts (as defined below),

                      plus

                      (B) Thirty five percent (35%) of the value of the 
Borrower's Acceptable Inventory, as defined below (Acceptable inventory being 
valued at the lower of cost or market, all as determined by the Agent in its 
sole discretion),     
                      minus

                      (C) the aggregate amounts then undrawn on all outstanding
letters of credit, acceptances, or any other accommodations issued or incurred 
by the Lenders for the account and/or the benefit of the Borrower, under the 
Loan Agreement.

    1-2.    ACCEPTABLE ACCOUNTS.
            (a) As used herein, the term "Acceptable Accounts" means and
refers to such of the Borrower's and its Subsidiary's Accounts and Accounts
Receivable (as defined below) as arise in the ordinary course of the Borrower's
and its Subsidiary's business for goods sold and/or services rendered by the
Borrower or a Subsidiary, from Holliston, Massachusetts, and/or the United
Kingdom, and/or Quebec, Canada, and/or France, which Accounts and Accounts
Receivable have been reasonably determined by the Agent to be satisfactory and
have been earned by performance and are owed to the Borrower or a Subsidiary by
such of the Borrower's or such Subsidiary's trade customers as the Agent
reasonably determines to be satisfactory, in the Agent's sole discretion in each
instance.

                                       3


<PAGE>

            (b) The following is a partial listing of those types of accounts or
accounts receivable which are not Acceptable Accounts:

                (i) Any which is equal to or more than ninety (90) days past 
                    invoice, as shown on the agings of the Borrower's and 
                    Subsidiary's accounts receivable furnished the Agent from
                    time to time (each of which agings shall be prepared in 
                    accordance with generally accepted accounting standards).

                (ii) Any which arises out of the sale by the Borrower or 
                     Subsidiary of goods consigned or delivered to the Borrower 
                     or Subsidiary or to the Account Debtor on sale or return
                     terms (whether or not compliance has been made with 
                     Section 2-326 of the Uniform Commercial Code).

                (iii) Any which arises out of any sale made on a basis other 
                      than upon terms usual to the business of the Borrower or 
                      Subsidiary.

                (iv) Any which arises out of any sale made on a "bill and hold,"
                     dating, or delayed shipping basis. 

                (v) Any which is owed by any Related Entity (as defined herein).

                (vi) Any as to which the Account Debtor holds or is entitled to 
                     any claim, counterclaim, set off, or chargeback.

                (vii) Any which is evidenced by a promissory note.

                (viii) Any which is owed by any person employed by, or a 
                       salesperson of, the Borrower or any Subsidiary.

                (ix) Any which the Agent reasonably considers unacceptable.

    1-3.    ACCEPTABLE INVENTORY. As used herein, the term "Acceptable
Inventory" means and refers to such of the Borrower's and its Subsidiary's
Inventory, at such locations, and of such types and qualities, as the Agent in
its sole discretion from time to time reasonably determines to be acceptable for
borrowing. Notwithstanding the foregoing, Acceptable Inventory shall be the net
finished goods and net raw materials inventory held at the Borrower's warehouse
in Holliston, Massachusetts or the Subsidiary's locations in the United Kingdom,
Quebec, Canada and/or France.

                                       4


<PAGE>

    1-4.    ADVANCES IN EXCESS OF AVAILABILITY. No Lender has any obligation
to make any loan or advance, or otherwise to provide any credit for the Borrower
in excess of Availability. The making of loans, advances, and credits by the
Lenders in excess of Availability is for the benefit of the Borrower and does
not affect the obligations of the Borrower hereunder; such loans constitute
Liabilities. The making of any such loans, advances, and credits in excess of
Availability on any one occasion shall not obligate the Lenders to make any such
loans, credits, or advances on any other occasion nor to permit such loans,
credits., or advances to remain outstanding.

    1-5.    RISKS OF VALUE OF ACCOUNTS AND OF INVENTOR. The Agent's reference
to a given asset of the Borrower or any Subsidiary for monitoring concerning the
Lenders, making of loans, credits, and advances under the Revolving Credit shall
not be deemed a determination by the Agent or any Lender relative to the actual
value of the asset in question. All risks concerning the creditworthiness of all
Accounts and Accounts Receivable and the salability of all Inventory of the
Borrower or Subsidiary are and remain upon the Borrower or such Subsidiary.
Reference by the Agent or any Lender to a particular Account from a particular
Account Debtor for monitoring purposes shall not obligate the Agent or any
Lender to rely upon any other Accounts owed by the same Account Debtor to be
acceptable for borrowing nor to continue rely upon that Account. All Collateral
secures the prompt, punctual, and faithful performance by the Borrower of its
Liabilities to the Lenders whether or not relied upon by the Agent or any Lender
in connection with the making of loans, credits, and advances under the
Revolving Credit.

    1-6.    PROCEDURES FOR BORROWING.
            (a) The Borrower may request loans pursuant to the Revolving Credit 
from time to time hereafter in accordance with the procedures set forth in 
Section 1-6(c), below.

            (b) At the time of each loan made under or pursuant to this
Agreement, the Borrower shall immediately become indebted to the Lenders for the

                                       5


<PAGE>

amount thereof. Each loan made by the Lenders may, at the Agent's option, within
one (1) business day after receipt of notice pursuant to Section 1-6 (c), below,
if received prior to 12:00 noon or within two (2) business days after receipt of
such notice if received after 12:00 noon, be (i) credited by the Agent to any 
deposit account of the Borrower with the Agent; (ii) credited by the Agent to a 
deposit account designated by the Borrower; (iii) paid to a person designated by
the Borrower; (iv) paid to the Borrower; or (v) applied to any Liability (each 
of the foregoing of which may be by check, draft, or other written order or by 
bank wire or other transfer).

            (c) The Borrower may request loans under the Revolving Credit
in such manner as may from time to time be acceptable to the Agent, and which
may include, without limitation, (i) telephone notice by an authorized person of
the Borrower to such person as may be designated by the Agent or (ii) written
notice by an authorized person of the Borrower.

            (d) Upon the making of any request by or on behalf of the Borrower 
for a loan, advance, or credit under the Revolving Credit, the Borrower shall be
deemed to have certified that as of the date of such request, the following 
representations above, are each true and correct:

                 (i) there has been no material adverse change in the Borrower's
         financial condition from the most recent financial information 
         furnished the Agent pursuant to this Agreement; and

                 (ii) no Suspension Event (as that term is defined herein) is 
         then occurring; and

                 (iii) no event has occurred nor failed to occur which
         occurrence or failure is, or with the passage of time or giving of
         notice (or both), would constitute, an Event of Default (as described
         herein), whether or not the Agent has exercised any of its rights upon
         such occurrence or failure.

            (e) Upon the occurrence from time to time and during the
continuation of any Suspension Event (as defined herein) the Agent may suspend
the Revolving Credit immediately and the Agent and Lenders shall not be
obligated, during such suspension, to make any loans or advances hereunder until
the matter giving rise to such Suspension Event has been cured or waived.

                                       6


<PAGE>

    1-7.    THE MASTER NOTES. All loans and advances made by the Lenders to
the Borrower pursuant to the Revolving Credit, and all repayments thereof made
by the Borrower to the Lenders, shall be evidenced by the Borrower's Master
Notes (hereinafter, the "Master Notes") executed this day and delivered to the
Lenders each in the amount of such Lender's Dollar Commitment for the Revolving
Credit (which Master Notes are substantially in the form of EXHIBIT 1-7, annexed
hereto). In the event any Master Note is lost, destroyed, or mutilated at any
time prior to the expiration to the within Agreement, the Borrower shall execute
a new Master Note substantially in the form of such Master Note provided the
Lender delivers to the Borrower an affidavit of lost note. The Master Note shall
not be necessary to establish the indebtedness of the Borrower to a Lender on
account of such loans, advances, and repayments.

    1-8.    REPAYMENTS. The Borrower may repay the outstanding principal
balance owed on account of loans under the Revolving Credit at any time and from
time to time without premium or penalty with the entire Revolving Credit due and
payable in full upon the earlier of W January 29, 2002 or (ii) the occurrence of
an Event of Default as further set forth in Section 12-1, below. In the event
that the amount of the Availability decreases below the then principal balance
of such loans,-the Borrower shall, unless otherwise agreed by the parties, in
writing, immediately pay to the Agent for the account of the Lenders, the amount
by which such principal balance exceeds the Availability.

    1-9.    STATEMENTS RENDERED BY AGENT. Any statement rendered by the Agent
to the Borrower concerning the Liabilities shall be considered correct absent
manifest error and accepted by the Borrower and shall be conclusively binding
upon the Borrower unless the Borrower provides the Agent with written objection
thereto within twenty (20) days from the receipt of such statement, which
written objection shall indicate, with particularity, the reason for such
objection. The Agent's books and records concerning the loan arrangement
contemplated herein and the Borrower's Liabilities shall be prima facie evidence
and proof of the items described therein absent manifest error.

                                       7


<PAGE>

    1-10.   INTEREST. All loans and advances made to the Borrower under the
Revolving Credit shall bear interest, until repaid, at the aggregate of the
Agent's Base Rate (the Agent's Base Rate being the Base Rate as so announced by
the Agent from time to time) plus one percent (1%) per annum, calculated based
upon a 360-day year and actual days elapsed. For the purpose of the calculation
of interest hereunder, changes in the Base Rate shall be effective when made
effective generally by the Agent and whether or not notice is given to the
Borrower. The Agent shall provide notice of such changes to the Borrower.
Interest shall be charged monthly in arrears on the first business day of each
month. From and after the occurrence of an Event of Default (whether or not the
Agent has accelerated the time for payment of the Revolving Credit), interest on
principal and overdue interest shall, at the option of the Agent: be payable on
demand at a rate per annum equal to 2% per annum above the rate of interest
otherwise payable hereunder.

    1-11.   FEES.

           (a) The Borrower shall pay the Agent a facility fee equal of
$92,500.00 upon the execution of this Agreement to be distributed by the Agent
to the Lenders on a pro rata basis.

           (b) In order to compensate the Lenders for establishing and
maintaining the Revolving Credit, the Borrower shall pay to the Agent, for
distribution to the Lenders on a pro rata basis, quarterly in arrears, on the
first day of each calendar quarter commencing May 1, 1999, a maintenance charge
equal to one-half of one percent (.50% per annum of the average daily amount
of, during the quarter just ended, of the unborrowed portion of the Revolving
Credit.
           
           (c) The Borrower shall pay to the Agent, for its own account,
an agency fee in an amount as determined between the Agent and the Borrower.

    1-12. REPAYMENTS OF LETTERS OF CREDIT AND OTHER FINANCIAL
ACCOMMODATIONS. Unless otherwise provided for by the Lenders and the Borrower,
the honoring by the Lenders of any letters of credit, acceptances, or other
accommodations issued by the Lenders for the account and/or benefit of the
Borrower pursuant to this Agreement shall constitute a corresponding advance
under the Revolving Credit, unless indicated otherwise by the Lenders, in
writing.

                                       8


<PAGE>

    1-13.   CHARGING OF BORROWER'S ACCOUNT. In addition to the Agent's and
Lenders, right of set off set forth in Section 13-1, below, the Borrower
authorizes the Agent, without prior notice, to charge any account which the
Borrower maintains with the Agent for any payments due from the Borrower to the
Lenders on account of the Liabilities. The Agent shall provide the Borrower with
prompt notice of any such charge.

    1-14.   LENDERS' COMMITMENTS.

           (a) The obligations of each Lender are several and not joint. No 
Lender shall have any obligation to make any loan or advance under the Revolving
Credit in excess of that Lender's Commitment Percentage of the subject loan or 
advance and further subject to the Agent's calculation of Availability.

           (b) No Lender shall have any liability to the Borrower on account of 
the failure of any other Lender to provide any loan or advance under the 
Revolving credit nor any obligation to make up any shortfall which may be
created by such failure.

           (c) The Commitment Percentages, and identities of the Lenders (but 
not the overall Commitment) may be changed, from time to time by the
reallocation or assignment of Commitment Percentages amongst the Lenders or with
other Persons who determine to become "Lenders", PROVIDED, HOWEVER,

                (i) Unless an Event of Default has occurred (in which
         event, no consent of the Borrower is required) any assignment to a
         Person not then a Lender shall be subject to the prior consent of the
         Borrower (not to be unreasonably withheld), which consent will be
         deemed given unless the Borrower provides the Agent with written
         objection, not more than Ten (10) business days after the Agent shall
         have given the Borrower written notice of a proposed assignment).

                (ii) Any such assignment or reallocation shall be in
         an amount of not less than $1,000,000 and on a pro-rata basis such that
         each reallocated or assigned Commitment Percentage to any Person
         remains the same percentage of the overall Commitment (in terms of
         dollars) as the reallocated Commitment Percentage is to such Person.

                                       9


<PAGE>

           (d) Upon written notice given the Borrower from time to time by the 
Agent, of any assignment or allocation referenced in Section 1-14(c):

                (i) The Borrower shall execute replacement one or more Master 
         Notes or Term Notes to reflect such changed Commitment Percentages, and
         identities and shall deliver such replacement Master Notes and Term 
         Notes to the Agent (which promptly thereafter shall deliver to the 
         Borrower the Master Notes and Term Notes (as defined below) so 
         replaced) provided however, in the event that a Master Note or Term 
         Note is to be exchanged following its acceleration or the entry of an 
         order for relief under the bankruptcy code with respect to the
         Borrower, the Agent, in lieu of causing the Borrower to execute one or
         more new Master Notes or Term Notes, may issue. a certificate
         confirming the resulting Commitment Percentages.

                (ii) Such change shall be effective from the effective date 
         specified in such written notice and any Person added as a Lender shall
         have all rights and privileges of a Lender hereunder thereafter as if 
         such Person had been a signatory to this Agreement and any other Loan 
         Document to which a Lender is a signatory and any person removed as a 
         Lender shall be relieved of any obligations or responsibilities of a 
         Lender hereunder thereafter.

           (e) The Borrower recognizes that the Agent's exercise of any
discretion accorded to the Agent herein and of its rights, remedies, powers,
privileges, and discretions with respect to the Borrower is subject to a certain
Agency Agreement amongst the Agent and the Lenders dated as of the date hereof
and any amendments, modifications, substitutions or replacements thereof.

ARTICLE 2 - TERM LOANS
    2-1.    TERM NOTES. Upon satisfaction by the Borrower of all conditions
precedent to the effectiveness of this Agreement, the Lenders shall make loans
to the Borrower in the aggregate amount of $2,100,000.00 to be repaid in
accordance with the terms and conditions of certain Commercial Promissory Notes
of even date in the form of EXHIBIT 2-1 (the "Term Notes").

                                       10


<PAGE>

    2-2.    PREPAYMENTS. In addition to the payments required under the Term
Notes, the Borrower shall prepay, to the Agent, for the benefit of the Lenders,
in inverse order of maturity, the Term Notes and the Acquisition Loans by
amounts equal to 50% of Excess Cash Flow per annum to be applied to the
Acquisition Loans and the Term Notes proportionately based on the amount of
Excess Cash Flow attributable to the Maker of such notes, which payments shall
be made within thirty (30) days of the delivery by the Borrower to the Agent of
its annual consolidated, audited financial statement.

ARTICLE 3 - GRANT OF SECURITY INTEREST

    3-1.    GRANT OF SECURITY INTEREST. To secure the Borrower's prompt,
punctual, and faithful performance of all and each of the Borrower's
Liabilities, the Borrower hereby grants to the Agent, for the benefit of the
Lenders, a continuing security interest in and to, and assigns to the Agent, for
the benefit of the Lenders, the following, and each item thereof, whether now
owned or now due, or in which the Borrower has an interest, or hereafter, at any
time in the future, acquired, arising, or to become due, or in which the
Borrower obtains an interest, and all products, proceeds, substitutions, and
accessions of or to any of the following (all of which, together with any other
property in which the Agent, for the benefit of the Lenders, may in the future
be granted a security interest, is referred to herein as the "Collateral"):

         (a)      All Accounts and Accounts Receivable;

         (b)      All Inventory;

         (c)      All Contract Rights;

         (d)      All General Intangibles;

         (e)      All Equipment;

         (f)      All Goods;

         (g)      All Fixtures;

         (h)      All Chattel Paper;

         (i)      All Farm Products;

         (j)      All books, records, and information relating to the Collateral
                  and/or to the operation of the Borrower's business, and all 
                  rights of access to such books, records, and information, and 
                  all property in which such books, records, and information are
                  stored,  recorded, and maintained;

                                       11


<PAGE>

         (k)      All Instruments, Documents of Title, Documents, policies and 
                  certificates of insurance, Securities, deposits, deposit 
                  accounts, money, cash, or other property;

         (l)      All federal, state, and local tax refunds and/or abatements to
                  which the Borrower is, or becomes entitled, no matter how or 
                  when arising, including, but not limited to any loss carryback
                  tax refunds;

         (m)      All insurance proceeds, refunds, and premium rebates,
                  including, without limitation, proceeds of fire and credit 
                  insurance, whether any of such proceeds, refunds, and premium 
                  rebates arise out of any of the foregoing (a through 1), or 
                  otherwise, but specifically excluding "key-man" life insurance
                  proceeds, refunds and premiums;

         (n)      All liens, guaranties, rights, remedies, and privileges 
                  pertaining to any of the foregoing (a through m) including the
                  right of stoppage in transit.

    3-2.    DURATION OF SECURITY INTEREST. The within grant of a security
interest is in addition to, and supplemental of, any security interest
previously, or hereafter, granted by the Borrower to the Agent, for the benefit
of the Lenders, and shall continue in full force and effect applicable to all
Liabilities until all Liabilities have been paid and/or satisfied in full. Upon
such termination, the Agent shall promptly execute discharges of its UCC-1
financing statements and release all other collateral granted to the Agent
securing the Revolving Credit.

    3-3.    PROCEEDS. "Proceeds" include, without limitation, "Proceeds" as
defined in the Uniform Commercial Code as adopted in Massachusetts (hereinafter,
the "UCC") and also, insurance proceeds (with the exception of proceeds from
keyman life insurance) , and each type of property described in Sections 3 -1
(a) through and including 3-1(n), above.

ARTICLE 4 - DEFINITIONS
         As herein used, the following terms have the following meanings or are
defined in the section of the within Agreement so indicated:

                                       12


<PAGE>

    "Acceptable Accounts": is defined in Section 1-2(a).

    "Acceptable Inventory": is defined in Section 1-3.

    "Accounts" and "Accounts Receivable" include, without limitation, "accounts"
          as defined in the UCC, and also all: accounts, accounts receivable, 
          notes, drafts, acceptances, and other forms of obligations and 
          receivables and rights to payment for credit extended and for 
          goods sold or leased, or services rendered, whether or not yet earned 
          by performance; all Inventory which gave rise thereto, and all rights 
          associated with such Inventory, including the right of stoppage in
          transit; all reclaimed, returned, rejected or repossessed Inventory 
          (if any) the sale of which gave rise to any Account.

    "Account Debtor": has the meaning given that term in the UCC.

    "Acquisition Loans" : certain loans payable by Biochrom Limited to the 
          Lenders of even date in the aggregate original principal amount of
          $3,400,000.00 evidenced by, among other documents, a certain Tranche B
          Loan Agreement of even date between Biochrom Limited and the Lenders, 
          the payment and performance of which have been guaranteed by the 
          Borrower.

    "Adjusted EBITDA": determined on a consolidated basis, an amount equal to 
          the Borrower's EBITDA for such period, minus W all capital
          expenditures, (ii) capitalized catalogue costs, and (iii) all cash 
          taxes paid during such period, each as determined in accordance with 
          Generally Accepted Accounting Principles.

    "Agent": is defined in the Preamble.

    "Agent's Rights and Remedies": is defined in Article 10.

                                       13


<PAGE>

    "Availability": is defined in Section 1-1(b).

    "Base Rate": is defined in Section 1-10.

    "Biochrom Limited": a wholly-owned subsidiary of the Borrower.

    "Borrower": is defined in the Preamble.

    "Borrowing Base Certificate": is a certificate prepared by the Borrower for 
          the Agent containing financial information required by the Agent with
          respect to the Borrower, including, without limitation, the Borrower's
          compliance with the financial covenants contained herein.

    "Chattel Paper": has the meaning given that term in the UCC.

    "Collateral": is defined in Section 2-1.

    "Commitment": $5,850,000.00 plus Acquisition Loans

    "Commitment Percentage": subject to Section 1-14
         Brown Brothers Harriman & Co.- 50%; and
         BankBoston, N.A. - 50%.

    "Contract Rights" includes, without limitation, "contract rights" as now or 
         formerly defined in the UCC and also any right to payment under a
         contract not yet earned by performance and not evidenced by an
         instrument or Chattel Paper.

    "Costs of Collection" includes, without limitation, all reasonable 
         attorneys' fees, and reasonable out-of-pocket expenses incurred by the 
         Agent's or any Lender's attorneys, and all reasonable costs incurred by

                                       14


<PAGE>

         the Agent or any Lender in the administration of the Liabilities, this 
         Agreement, and all other instruments and agreements executed in 
         connection with or relating to the Liabilities including, without 
         limitation, costs and expenses associated with travel on behalf of the 
         Agent or any Lender. Costs of Collection also includes, without 
         limitation, all reasonable attorneys' fees, reasonable out-of-pocket 
         expenses incurred by the Agent's or any Lender's attorneys, and all
         reasonable costs and expenses incurred by the Agent or any Lender, 
         including, without limitation, costs and expenses associated with 
         travel on behalf of the Agent or any Lender, which costs and expenses 
         are directly or indirectly related to or in respect of the Agent's 
         efforts to preserve, protect, collect, or enforce the Collateral, the 
         Liabilities and/or the Agent's Rights and Remedies or any of the 
         Agent's rights and remedies against or in respect of any guarantor or 
         other person liable in respect of the Liabilities (whether or not suit 
         is instituted in connection with such efforts). The Costs of Collection
         are Liabilities and shall bear interest, to the extent unpaid, as if 
         such had been lent, advanced, and credited by the Lenders to, or for 
         the benefit of, the Borrower, commencing thirty (30) days after notice 
         to Borrower of such Costs of Collection, may be added to the Agent's 
         books and records as Liabilities or charged to any account of the
         Borrower.

    "Debt": the aggregate amount of unsubordinated indebtedness of the Borrower 
         which may be classified as "liabilities" in accordance with Generally 
         Accepted Accounting Principles consistently applied (including without 
         limitation, all deferred items) and on a consolidated basis.

    "Debt Service": for any period and on a consolidated basis, an amount equal 
         to (i) all interest expense for such period, plus (ii) all regularly
         scheduled payments of principal of Debt for such period (including any 
         required payments under the Securityholders' Agreement), each as 
         determined in accordance with Generally Accepted Accounting Principles.

                                       15


<PAGE>

    "Documents": has the meaning given that term in the UCC.

    "Documents of Title": has the meaning given that term in the UCC.

    "EBITDA": the Borrower's and its Subsidiary's earnings before interest, 
         taxes, depreciation and amortization, each as determined in accordance 
         with Generally Accepted Accounting Principles and on a consolidated 
         basis.

    "Employee Benefit Plan": is defined in Section 6-15.

    "Equipment" includes, without limitation, "equipment" as defined in the UCC,
         and also all motor vehicles, rolling stock, machinery, office
         equipment, plant equipment, tools, dies, molds, store fixtures, 
         furniture, and other goods, property, and assets which are used and/or 
         were purchased for use in the operation or furtherance of the 
         Borrower's business, and any and all accessions, additions thereto, and
         substitutions therefor.

    "ERISA":  is defined in Section 6-15.

    "Events of Default": is defined in Article 8.

    "Excess Cash Flow": for any fiscal year, an amount equal to Adjusted EBITDA 
         minus (i) Debt Service for such year, and (ii) up to $1,500,000.00 of
         increases in the working capital for the Borrower's fiscal year 1999.

    "Farm Products": has the meaning given that term in the UCC.

    "Fixtures": has the meaning given that term in the UCC.

    "Funded Debt": any and all Debt of the Borrower or any Subsidiary evidenced 
         by any capitalized lease agreements, promissory notes, or debentures.

                                       16


<PAGE>

    "Generally Accepted Accounting Principles": generally accepted accounting 
         principles which are consistent with the principles promulgated or
         adopted by the Financial Accounting Standards Board and/or its
         predecessors and in effect for the Borrower's fiscal year during which 
         this Agreement is executed such that a certified public accountant 
         would be in a position to deliver an unqualified opinion with respect 
         to the Borrower's annual financial statement prepared by that 
         accountant insofar as the rendering of such an opinion would require 
         the use of such accounting principles.

    "General Intangibles" includes, without limitation, "general intangibles" 
         as defined in the UCC; and also all: rights to payment for credit 
         extended; deposits; amounts due to the Borrower; credit memoranda in 
         favor of the Borrower; warranty claims; all means and vehicles of 
         investment or hedging, including, without limitation, options, 
         warrants, and futures contracts; records; customer lists; telephone 
         numbers; goodwill; causes of action; judgments; payments under any
         settlement or other agreement; literary rights; rights to performance;
         royalties; license fees, franchise fees; rights of admission; licenses,
         franchises; permits, certificates of convenience and necessity, and 
         similar rights granted by any governmental authority; patents, patent 
         applications, patents pending, and other intellectual property; 
         developmental ideas and concepts; proprietary processes; blueprints, 
         drawings, designs, diagrams, plans, reports, and charts; catalogs;
         manuals; technical data; all computer software programs, including the 
         source and object codes therefor; all tapes, disks, semi-conductors 
         chips and printouts; all trade secrets rights, copyrights, mask work

                                       17


<PAGE>


         rights and interests, and derivative works and interests; all user, 
         technical reference and other manuals and materials; trade names, 
         trademarks, service marks, all good will relating thereto; all
         applications for registration of the foregoing; license agreements, 
         including all rights of the Borrower to enforce same; and all other 
         general intangible property of the Borrower in the nature of 
         intellectual property; computer records, computer software, rights of 
         access to computer record service bureaus, service bureau computer 
         contracts, and computer data; proposals; costs estimates, and 
         reproductions on paper, or otherwise, of any and all concepts or ideas,
         and any matter related to, or connected with, the design, development,
         manufacture, sale, marketing, leasing, or use of any or all property 
         produced, sold, or leased, by the Borrower or credit extended or 
         services performed, by the Borrower, whether intended for an individual
         customer or the general business of the Borrower, or used or useful in 
         connection with research by the Borrower.

    "Goods": has the meaning given that term in the UCC.

    "Government Contract" refers to any agreement with, or purchase order 
         (a) from the United States, or any instrumentality thereof, or (b) with
         any other governmental entity as to whose contracts, the assignment 
         thereof is subject to any limitation or prohibition, and, as to both 
         (a) or (b) provides for or may give rise to any Account or other right 
         to payment.

    "Guaranty" refers to a certain instrument of Unlimited Guaranty of even date
         pursuant to which the Borrower unconditionally guarantied the payment 
         and performance of all obligations and liabilities of Biochrom Limited 
         to the Agent and the Lenders.

    "Instruments": has the meaning given that term in the UCC.

    "Inventory" includes, without limitation, "inventory" as defined in the UCC 
         and also all: goods, wares, merchandise, raw materials, work in 
         process, finished goods, and all packaging, advertising, and shipping
         materials and documents related to any of the foregoing, and all 
         labels, and other devices, names or marks affixed or to be affixed 
         thereto for identifying or selling the same, and other personal 
         property of every description held for sale or lease or furnished or to
         be furnished under a contract or contracts of sale or service by the 

                                       18


<PAGE>

         Borrower, or used or consumed or to be used or consumed in the 
         Borrower's business, and all goods of said description which are in 
         transit, and all returned, repossessed and rejected goods of said 
         description, and all such goods of said description which are detained 
         from or rejected for entry into the United States, and all documents
         (whether or not negotiable) which represent any of the foregoing.

    "Lenders" is defined in the Preamble.

    "Liability" and "Liabilities" include, without limitation, any and all
         liabilities, debts, and obligations of the Borrower to the Lenders or 
         any of them, and any and all liabilities, debts, and obligations of 
         every endorser, guarantor, and surety of the Borrower to the Lenders, 
         each of every kind, nature and description, now existing or 
         hereafter arising, whether under this Agreement, the Guaranty or 
         otherwise. "Liabilities" also includes, without limitation, each 
         obligation to repay all loans, advances, indebtedness, notes, 
         obligations, overdrafts, and amounts now or hereafter at any time 
         owing by the Borrower to the Lenders (including all future advances 
         or the like, whether or not given pursuant to a commitment by the 
         Lenders), whether or not any of such are liquidated, unliquidated, 
         primary, secondary, secured, unsecured, direct, indirect, absolute, 
         contingent, or of any other type, nature, or description, or by 
         reason of any cause of action which the Lenders may now or hereafter 
         hold against the Borrower. "Liabilities" also includes, without 
         limitation, all notes and other obligations of the Borrower now or 
         hereafter assigned to or held by the Lenders, each of every kind, 
         nature, and description. "Liabilities" also includes, without 
         limitation, all interest and other amounts which now or 

                                       19


<PAGE>

         hereafter may be charged to the Borrower and/or which may be due from 
         the Borrower to the Lenders from time to time; all fees and charges in 
         connection with any account now or hereafter maintained by the Borrower
         with the Lenders or any service now or hereafter rendered by the 
         Lenders; and all costs and expenses incurred or paid by the Bank in 
         respect of this and any other agreement between the Borrower and the 
         Lenders or instrument now or hereafter furnished by the Borrower to the
         Lenders (including, without limitation, Costs of Collection, attorneys'
         reasonable fees, and all court and litigation costs and expenses 
         relating to Liabilities under this Agreement). "Liabilities" also 
         includes, without limitation, any and all obligations of the Borrower 
         to act or to refrain from acting in accordance with the terms, 
         provisions, and covenants of this Agreement and of any other agreement 
         between the Borrower and the Lenders or instrument now or hereafter 
         furnished by the Borrower to the Lenders. As used herein, the term
         "indirect" includes, without limitation, all obligations and
         liabilities which the Lenders may incur or become liable for, on 
         account of, or as a result of, any transactions between the Lenders and
         the Borrower including, without limitation, any which may arise out of 
         any letter of credit or acceptance, or similar instrument issued or 
         obligation now or hereafter incurred by the Lenders for the account 
         and/or benefit of the Borrower; any which now or hereafter may arise 
         out of any action brought or threatened against the Lenders by the
         Borrower, any guarantor or endorser of the Liabilities of the
         Borrower, or by any other person in connection with the Liabilities; 
         and any obligation of the Borrower which now or hereafter may arise as 
         endorser or guarantor of any third party, or as obligor to any third 
         party which obligation has been endorsed, participated, or assigned to 
         the Lenders. The term "indirect" also refers to any direct or 
         contingent liability of the Borrower now or hereafter to make payment
         towards any obligation held by the Lenders (including, without
         limitation, on account of any industrial revenue bond) to the extent so
         held by the Lenders. The Agent's books and records shall be prima facie
         evidence of the Liabilities.

    "Master Notes": are defined in Section 1-7.

    "Person": any natural person, corporation, limited liability company, trust,
         partnership, joint venture, or other enterprise or entity.

                                       20


<PAGE>

    "Receivables Collateral": refers to that portion of the Collateral which 
         consists of the Borrower's Accounts, Accounts Receivable, Contract 
         Rights, General Intangibles, Chattel Paper, Instruments, Documents of
         Title, Documents, Securities, letters of credit, and bankers'
         acceptances, and any rights to payment now held or in which the 
         Borrower has an interest, or hereafter acquired, or in which the 
         Borrower obtains an interest.

    "Related Entity": refers to any corporation, trust, partnership, joint 
         venture, or other enterprise which: is a parent, brother-sister, 
         subsidiary, or affiliate, of the Borrower; could have such enterprise's
         tax returns or financial statements consolidated with the Borrower's; 
         or could be a member of the same controlled group of corporations 
         (within the meaning of Section 1563 of the Internal Revenue Code of 
         1986) of which the Borrower is a member.

    "Revolving Credit": is defined in Section 1-1(a).

    "Securities": has the meaning given that term in the UCC.

    "Securityholders' Agreement": shall mean a certain Amended and Restated
         Securityholders' Agreement of even date by and among the Borrower, 
         Pioneer Ventures Limited Partnership, Pioneer Ventures Limited 
         Partnership II, Pioneer Capital Corp. , First New England Capital, 
         L.P., Citizens Capital, Inc., Chane Graziano and David Green.

    "Subordination Agreement": shall mean a certain Amended and Restated 
         Subordination Agreement, of even date by and among the Borrower, 
         Pioneer Ventures Limited Partnership, Pioneer ventures Limited
         Partnership II, Pioneer Capital Corp., First New England Capital, L.P.,
         Citizens Capital, Inc., Chane Graziano and David Green, and the Agent.

                                       21


<PAGE>

    "Subsidiary": shall mean, individually and collectively, the following 
         subsidiaries of the Borrower: (a) Ealing Scientific LTD., (b) Harvard 
         Apparatus LTD., (c) Harvard Apparatus France, and (d) Biochrom Limited.

    "Suspension Event": means and refers to any occurrence (A) which is an Event
         of Default or (B) which would become an Event of Default if the notice
         and/or the running of the period of time specified for that occurrence 
         were to be given and/or were to run and such occurrence were not cured 
         within any applicable grace period.

    "Term Notes": are defined in Section 2-1.

    "UCC": refers to the Uniform Commercial Code as presently in effect in 
         Massachusetts (Mass. Gen. Laws, Ch. 106).

    "Year 2000 Compliant": computer applications, imbedded microchips, and other
         systems and subsystems which properly recognize and perform their
         intended function without any adverse effect on account of their 
         respective inability to recognize certain dates prior to, on, and after
         December 31, 1999 or on account of their treating any date prior to, 
         on, or after December 31, 1999 other than as the specific date in 
         question.


                                       22


<PAGE>

ARTICLE 5 -  CONDITIONS PRECEDENT
   Precedent to the effectiveness of this Agreement and to the establishment of 
the Revolving Credit, the following documents, each in form and substance 
satisfactory to the Agent shall have been delivered to the Agent, and the 
following conditions shall have been satisfied:

    5-1.    CORPORATE ACTION BY BORROWER. A certified copy of all corporate
action taken by the Borrower to authorize the execution and delivery of this
Agreement and of any and all other agreements and documents which have been or
are to be executed and delivered as part of the loan arrangement contemplated
hereby.

    5-2.    OPINION. An opinion of counsel to the Borrower covering such
matters with respect to the Borrower, the Subsidiary (and each of them), the
stock to be pledged as provided in section 5-4 below, and the loan arrangement
contemplated hereby, as the Agent may request.

    5-3.    PLEDGE AGREEMENT. A Pledge Agreement delivered to the Agent by the
Borrower, pledging to the Agent for the benefit of the Lenders sixty-five
percent (65.0%) of all stock in the Borrower's subsidiaries, which are Ealing
Scientific LTD., Harvard Apparatus LTD., Harvard Apparatus France and Biochrom
Limited.

    5-4.    SUBORDINATION AGREEMENTS.  Subordination Agreements from all 
acceptable holders of notes or other evidence of indebtedness, in form and 
substance satisfactory to the Agent.

    5-5.    MASTER NOTES.  The Master Notes in the form of EXHIBIT 1-7 hereof.

    5-6.    TERM NOTES.  The Term Notes in the form of EXHIBIT 2-1 hereof.

    5-7.    ASSIGNMENT DOCUMENTS.  Certain instruments of Assignment of 
Intercompany Note and Security Documents in the form of EXHIBIT 5-7(a) and 
EXHIBIT 5-7(b) hereof.

    5-8. LANDLORD'S WAIVER. A landlord's waiver in form and substance
satisfactory to the Agent.

    5-9.    EQUITY INFUSION. Evidence satisfactory to the Agent that an 
additional $1,000,000 has been infused in the Borrower as equity on terms and 
conditions satisfactory to the Agent.

                                       23


<PAGE>


    5-10.   ACQUISITION LOANS. The Tranche B Loan Agreement in the form of 
EXHIBIT 5-10.

    5-11.   OFFICER'S CERTIFICATE. A Certificate executed by the President or
the Treasurer of the Borrower and stating that the representations and
warranties made by the Borrower to the Agent in this Agreement are true and
correct as of the date of such Certificate, and that no event has occurred, or
failed to occur which constitutes or which, solely with the passage of time or
the giving of notice (or both) would constitute, an Event of Default hereunder.

    5-12.   NO EVENT OF DEFAULT. No event shall have occurred, or failed to
occur, which constitutes, or which, solely with the passage of time or the
giving of notice (or both) would constitute, an Event of Default hereunder or
under any other agreement between the Borrower and the Lenders or instrument
furnished by the Borrower to the Lenders.

    5-13.   NO ADVERSE CHANGE. No event shall have occurred or failed to occur, 
which occurrence or failure is or could have a materially adverse effect upon 
the Borrower's financial condition.

    5-14.   PAYMENT OF FEES. Payment of all reasonable attorneys' fees and
expenses incurred to date by the Agent and the Lenders (which attorneys, fees
incurred by BankBoston, N.A. to be reimbursed by the Borrower shall not exceed
$5,000.00).

ARTICLE 6 - GENERAL REPRESENTATIONS, WARRANTIES AND COVENANTS.

         To induce the Lenders to establish the loan arrangement contemplated
herein and to make the term loans referred to in Section 2-1 and to make loans
under the Revolving Credit (each of which loans shall be deemed to have been
made in reliance thereupon) the Borrower, in addition to all other
representations, warranties, and covenants made to the Borrower herein or in any
other agreement, instrument, or paper, makes those representations, warranties,
and covenants included in Article 6 through and including Article 10, hereof.

                                       24


<PAGE>

    6-1.    PAYMENT AND PERFORMANCE OF LIABILITIES. The Borrower shall pay
each Liability when demanded (or when due if not payable on demand) and shall
promptly, punctually, and faithfully perform each Liability.

    6-2.    DUE ORGANIZATION AND CORPORATE AUTHORIZATION.
            (a) The Borrower presently is and shall hereafter remain in good 
standing as a corporation in that State indicated in the Preamble of this
Agreement and is and shall hereafter remain duly qualified and in good standing
in every other State in which, by reason of the nature or location of the
Borrower's assets or operation of the Borrower's business, such qualification
may be necessary. The execution and delivery of this Agreement and of any other
documents, instruments, and agreements executed in connection herewith
constitute representations by the individual acting on behalf of the Borrower
signing this Agreement and said instruments and by the Borrower that such
execution and delivery have received all such corporate authorization as may be
necessary to permit such execution and delivery to, and that they do, bind the
Borrower.
            (b) Each Related Entity is listed on EXHIBIT 6-2, annexed hereto. 
The Borrower shall provide the Agent with prior written notice of any entity's 
becoming or ceasing to be a Related Entity.

    6-3.    NO CONFLICTING AGREEMENTS. There is no provision in the Articles
of organization or By-laws of the Borrower, or in any document by which the
Borrower may be bound which prohibits the execution, and delivery of this
Agreement or of any other instrument, agreement, or paper which relates to the
Borrower's relationship with the Agent or which prohibits or adversely affects
the Borrower's carrying out of the terms thereof.

    6-4.    TRADE NAMES.
            (a)   EXHIBIT 6-4, annexed hereto, constitutes a listing of:

                  (i)  all trade names and trade styles under which the Borrower
    presently conducts or ever conducted its business;

                                       25


<PAGE>

                  (ii) all legal names and legal statuses (such as a corporation
    or partnership) under which the Borrower ever conducted its business;

                  (iii) all entities and/or persons with whom the Borrower ever 
    consolidated or merged, or from whom the Borrower ever acquired in a single 
    transaction or in a series of related transactions substantially all of such
    entity's or person's assets.

            (b) Except upon not less than twenty-one (21) days prior written 
    notice given the Agent, the Borrower will not undertake or commit to 
    undertake any action such that the results of that action, if undertaken 
    prior to the date of this Agreement, would have been reflected on 
    EXHIBIT 6-4.

    6-5.    LOCATION OF COLLATERAL. The Collateral (to the extent capable of
being physically possessed) , and the books, records, and papers of Borrower
pertaining thereto, are kept and maintained solely at, and, for the last four
(4) months, have never been kept or maintained at any location other than, the
chief executive offices of Borrower stated in the Preamble of this Agreement,
and at those locations which are listed on EXHIBIT 6-5, annexed hereto, which
EXHIBIT includes all service bureaus with which any such records are maintained.
Except to accomplish sales of Inventory in the ordinary course of business, the
Borrower shall not remove any Collateral from said chief executive offices or
those locations listed on EXHIBIT 6-5.

    6-6.    TITLE TO ASSETS. The Borrower is, and shall hereafter remain, the
owner of the Collateral free and clear of all liens, encumbrances, attachments,
security interests, purchase money security interests in excess of $50,000.00,
in the aggregate, mortgages, and charges with the exceptions of (a) the security
interest created herein, and (b) the security interests and other encumbrances
(if any) listed on EXHIBIT 6-6, annexed hereto, and does not presently, and
shall not hereafter, have possession of any property on consignment to the
Borrower. The Borrower shall timely pay all of the Borrower's indebtedness which
is secured by any security interest, mortgage, lien, or other encumbrance which
is superior to that granted to the Agent herein. The Borrower shall not sell any
of the Collateral other than W for the sale of Inventory in the ordinary course
of the Borrower's business or other Collateral for not more than $10,000 in the
ordinary course of business, and (ii) for the sale of the Borrower's sheet metal
Equipment and machine shop Equipment.

                                       26


<PAGE>

    6-7.    INDEBTEDNESS. The Borrower does not and shall not hereafter have
any indebtedness with the exceptions of (a) any indebtedness to the Lenders
hereunder; (b) the indebtedness (if any) listed on EXHIBIT 6-7, annexed hereto;
(c) ordinary trade indebtedness incurred in the normal course of the Borrower's
business; (d) indebtedness in respect of the Borrower's guaranty of the lease
obligations of Biochrom Limited; and (e) indebtedness approved by the Agent in
writing and specifically subordinated to the Liabilities and rights and remedies
hereunder.

    6-8.    INSURANCE POLICIES.  EXHIBIT 6-8, annexed hereto, is a schedule of 
all insurance policies owned by the Borrower or under which the Borrower is the 
named insured.

    6-9. LICENSES. EXHIBIT 6-9, annexed hereto, consists of copies of all
presently effective license, distributor, franchise, and similar agreements
issued to, or to which the Borrower is a party.

    6-10. STATUTORY COMPLIANCE. The Borrower is in compliance with, and shall 
hereafter comply with and use its assets in compliance with, all statutes,
regulations, ordinances, directives, and orders of every federal, state,
municipal, and other governmental authority which has or claims jurisdiction
over the Borrower, any of the Borrower's assets, or any person in any capacity
for which the Borrower would be responsible for the conduct of such person,
except where failure to so comply could not have material adverse effect on the
Borrower.

    6-11.   BANK ACCOUNTS. To permit the Agent to monitor the financial
condition of the Borrower, the Borrower shall maintain with the Agent the
Borrower's primary operating accounts (with the exception of payroll and freight
accounts).

                                       27


<PAGE>

    6-12.   MAINTAIN PROPERTIES. The Borrower shall
            (a) keep the Collateral in good order and repair, consistent with 
its current business practice; 
            (b) not waste or destroy or suffer the waste or destruction of the 
Collateral or any part thereof; and 
            (c) not use any of the Collateral in violation of any policy of 
insurance thereon.

    6-13.   PAY TAXES. The Borrower has, and hereafter shall: pay, as they
become due and payable, all taxes and unemployment contributions and other
charges of any kind or nature levied, assessed or claimed against the Borrower
or the Collateral (unless being disputed in good faith) by any person or entity
whose claim could result in a lien upon the assets of the Borrower or by any
governmental authority, including, without limitation, liens arising in
connection with hazardous material, as described in Section 5-16, hereof;
properly exercise any trust responsibilities imposed upon the Borrower by reason
of withholding from employees' pay; timely make all contributions and other
payments as may be required pursuant to any Employee Benefit Plan now or
hereafter established by the Borrower; and timely file all tax and other returns
and other reports with each governmental authority to whom the Borrower is
obligated to so file. At the Agent's option, upon the occurrence and continuance
of an Event of Default, the Agent may, but shall not be obligated to, pay any
taxes, unemployment contributions, and any and all other charges levied or
assessed upon the Borrower or the Collateral by any person or entity or
governmental authority, and make any contributions or other payments on account
of the Borrower's employee benefit plan as the Agent, in the Agent's discretion,
may deem necessary or desirable, to protect, maintain, preserve, collect, or
realize upon any or all of the Collateral or the value thereof or any right or
remedy pertaining thereto.

    6-14.   REGULATION U. The Borrower is not engaged in the business of
extending credit for the purpose of purchasing or carrying any margin stock
(within the meaning of Regulation U of the Board of Governors of the Federal
Reserve System of the United States). No part of the proceeds of any borrowing

                                       28


<PAGE>

hereunder will be used at any time to purchase or carry any such margin stock or
to extend credit to others for the purpose of purchasing or carrying any such
margin stock.

    6-15.   ERISA.
            (a)  The Borrower shall not
                (i) violate or fail to be in material compliance with the 
    Borrower's Employee Benefit Plan. As used herein, the term "Employee Benefit
    Plan" has the same meaning given it in Section 3(3) of the Employee 
    Retirement Insurance Security Act of 1974, P.L. 93-406 (September 2, 1974) 
    (hereinafter referred to as "ERISAII) with the exception of any requirement 
    of any relationship to interstate commerce imposed thereon;

                (ii) fail timely to file all reports and filings required by 
    ERISA to be filed by the Borrower; 

                (iii) engage in any "prohibited transactions" or "reportable 
    events" (respectively as described in ERISA);
    
                (iv) engage in, or commit, any act such that a tax or penalty 
    could be imposed upon the Borrower on account thereof pursuant to ERISA:

                (v) accumulate any material funding deficiency within the 
    meaning of ERISA; 

                (vi) terminate any Employee Benefit Plan such that a lien
    could be asserted against any assets of the Borrower on account thereof 
    pursuant to ERISA.

    6-16.   HAZARDOUS MATERIALS. The Borrower has never: occupied or operated
a site or vessel on which any hazardous material or hazardous oil was stored or
transported during Borrower's occupation or operation without compliance in all
material respects with all statutes, regulations, ordinances, directives, and
orders of every federal, state, municipal and other governmental authority which
has or claims jurisdiction relative thereto, (site, vessel, and hazardous
material respectively being defined in Mass. Gen. Laws Ch.21E); disposed of,
transported, or arranged for the transport of any hazardous material or

                                       29


<PAGE>

hazardous oil without compliance in all material respects with all such
statutes, regulations, ordinances, directives, and orders; been legally
responsible for any release or threat of release of any hazardous material or
hazardous oil; received written notification of any potential or known release
or threat of release of any hazardous material or hazardous oil from any site or
vessel occupied or operated by the Borrower and/or of the incurrence of any
expense or loss in connection with the assessment, containment, or removal of
any release or threat of release of any hazardous material or hazardous oil from
any such site or vessel.

            (b) The Borrower shall: not dispose of any hazardous material or 
hazardous oil on any site or vessel occupied or operated by the Borrower; not
store on any site or vessel occupied or operated by the Borrower, or transport
or arrange for the transport of any hazardous material or hazardous oil except
if such storage or transport is in the ordinary course of the Borrower's
business and is in compliance with all such statutes, regulations, ordinances,
directives and orders. The Borrower represents that no hazardous material or
hazardous oil is or ever was disposed of on any site or vessel occupied or
operated by the Borrower during Borrower's occupation or operation; upon the
Borrower's obtaining knowledge or notice of any potential or known release or
threat of release of any hazardous material or hazardous oil in violation of law
at or from any site or vessel occupied or operated by the Borrower; and/or upon
the Borrower's obtaining knowledge of any incurrence of any expense or loss by
any governmental authority in connection with the assessment, containment, or
removal of any hazardous material or oil for which expense or loss the Borrower
may be liable.

    6-17. LITIGATION. Except as set forth in Exhibit 6-17, there is not
presently pending or threatened by or against the Borrower any suit, action,
proceeding, or investigation which, if determined adversely to the Borrower,
would have a material adverse effect upon the Borrower's financial condition or
ability to conduct its business as such business is presently conducted.

    6-18.   DIVIDENDS OR INVESTMENTS.  The Borrower shall not, without the 
Agent's prior written consent:
            (a) pay any dividend, other than a common stock dividend of the 
Borrower's own capital stock or preferred stock dividends in accordance with
the terms of the Borrower's Articles of Organization, as amended to date;

                                       30


<PAGE>

            (b) own, redeem, retire, purchase, or acquire any of the
Borrower's capital stock or options (except in connection with the termination
of an employee who does not own more than two percent (2.0%) of the Borrower's
shares of stock);

            (c) invest in or purchase any stock or securities or rights to
purchase any such stock or securities, of any corporation or other entity,
except investments in investment -grade short-term securities, or the Agent's
mutual funds;

            (d) merge or consolidate or be merged or consolidated with or
into any other corporation or other entity other than those identified on
Exhibit 6-2;

            (e) consolidate any of the Borrower's operations with those of any 
other corporation or other entity; 

            (f) organize or create any Related Entity; 

            (g) subordinate any debts or obligations owed to the Borrower by any
third party to any other debts owed by such third party to any other party.

    6-19. CORPORATE LOANS. The Borrower shall not make any loans or advances 
individual, firm, corporation, or other entity including, without limitation, 
any Related Entity, officer, employee, director, shareholder, or salesperson of 
the Borrower with the exceptions of
            (a) advance payments made to the Borrower's suppliers in the 
ordinary course;

            (b) advances to the Borrower's officers, employees, and
salespersons with respect to reasonable expenses to be incurred by such
officers, employees, and salespersons for the benefit of the Borrower, which
expenses are properly substantiated by the person seeking such advance and
properly reimbursable by the Borrower;

            (c) a revolving loan facility of even date to Biochrom Limited
in the maximum amount of $1,500,000.00, which loan and collateral therefor have
been assigned to the Agent on behalf of the Lenders as additional security for
repayment of the Liabilities; and

            (d) intercompany loans not in excess of $100,000.00.

    6-20.   GOVERNMENT CONTRACTS. All Government Contracts to which the
Borrower is a party, if any, are listed on EXHIBIT 6-20, annexed hereto. In the

                                       31


<PAGE>

event that the Borrower is, or hereafter becomes, party to any Government
Contract, the Borrower shall execute all such instruments, documents, and papers
as may be requested by the Agent to comply with any applicable statute dealing
with the payment of the proceeds therefrom to the Agent.

    6-21.   PATENTS. All patents, patents pending, patents assigned to the
Borrower and trademarks and tradenames owned by or assigned to the Borrower are
listed on EXHIBIT 6-21, annexed hereto. The Borrower shall provide the Agent
with prompt written notice of each application for patent, patent pending, and
patent assigned to the Borrower hereafter, and each trademark and tradename
owned by or assigned to the Borrower hereafter, and upon request of the Agent
shall execute and deliver to the Agent, all such instruments, documents and
papers as may be reasonably requested by the Agent to perfect the Agent's
security interest in any application for patent, patent pending, patent,
trademark, or tradename.

    6-22. PROTECTION OF ASSETS. The Borrower agrees that the Agent may, at
the Agent's discretion from time to time, discharge any tax, lien, or
encumbrance on any of the Collateral, or take any other action that the Agent
may deem appropriate to repair, insure, maintain, or preserve any of the
Collateral. The Borrower shall pay to the Agent, on demand, or the Agent, in its
sole discretion, may charge to Borrower, all amounts paid or incurred by the
Agent pursuant to this section. The obligation of the Borrower to pay such
amounts shall be included as Liabilities.

    6-23. LINE OF BUSINESS. The Borrower shall not engage in any business
other than the business in which it is currently engaged, or a business
reasonably related thereto.

    6-24. PAYMENTS TO RELATED ENTITIES. Except as set forth on EXHIBIT 6-24, the
Borrower and its Subsidiaries shall not make any payment, nor give any value to 
any-Related Entity except for goods and services actually purchased by the 
Borrower from, or sold by the Borrower or such Subsidiary to, such Related
Entity for a price which shall (a) be competitive and shall be fully deductible
as an "ordinary and necessary business expense,, and/or fully depreciable under
the Internal Revenue Code of 1986 and Treasury Regulations promulgated
thereunder and (b) not differ from that which are being currently charged to
Related Entities, as adjusted in the ordinary course of business.

                                       32


<PAGE>

    6-25.   INSURANCE.

              (a) The Borrower shall have and maintain at all times insurance 
covering such risks, in such amounts, containing such terms, in such form, for 
such periods, and written by such companies as may be reasonably satisfactory to
the Agent. All such insurance shall provide for a minimum of twenty (20) days' 
written notice of cancellation to the Agent and all such insurance which covers 
the Collateral shall include such endorsement in favor of the Agent as the Agent
 may specify. Each such endorsement shall provide that the insurance, to the 
extent of the Agent's interest therein, shall not be impaired or invalidated, in
whole or in -part, by reason of any act or neglect of the Borrower or by the 
failure of the Borrower to comply with any warranty or condition of the policy. 
In the event of the failure by the Borrower to provide and maintain insurance as
herein provided, the Agent may, at its option, provide such insurance. The 
Borrower shall furnish to the Agent certificates or other evidence satisfactory 
to the Agent regarding compliance by the Borrower with the foregoing insurance 
provisions. originals of all such policies shall be delivered to and held by the
Agent upon the occurrence of an Event of Default. The Borrower shall advise the 
Agent of each claim made by the Borrower under any policy of insurance which 
covers the Collateral and will permit the Agent, at the Agent's option in each 
instance upon the occurrence of an Event of Default (which has not been cured to
the satisfaction of the Agent), to the exclusion of the Borrower, to conduct the
adjustment of each such claim. The Agent shall not be liable on account of any 
exercise pursuant to said power except for any exercise in actual willful 
misconduct, gross negligence, or bad faith. The Agent may apply any proceeds of 
such insurance against the Liabilities, whether or not such have matured, in 
such order of applicant ion as the Agent may determine.

            (b) The Borrower shall also maintain key man life insurance with 
respect to David Green and Chane Graziano, in minimum amounts of $1,000,000.00, 
respectively, naming the Borrower as beneficiary and which beneficial interest 
shall not be assigned, pledged or otherwise encumbered.

                                       33


<PAGE>

    6-26.   PERFECTION OF SECURITY INTEREST. The Borrower shall execute and
deliver to the Agent such instruments, documents, and papers, and shall do all
such things from time to time hereafter as the Agent may request to carry into
effect the provisions and intent of this Agreement; to protect and perfect the
Agent's security interest in the Collateral for the benefit of the Lenders; and
to comply with all applicable statutes and laws, and facilitate the collection
of the Receivables Collateral. Contemporaneous with the execution of this
Agreement, the Borrower shall execute all such instruments as may be required by
the Agent with respect to the perfection of the security interests granted
herein, including without limitation, financing statements in such form and to
be filed in accordance with the provisions of the Uniform Commercial Code in
such State or States as the Agent may determine, and applications for notations
of the Agent as lien holder, mortgagee, or the like, on such certificates or
similar instruments as may have been issued with respect to the Borrower's
ownership of one or more items of the Collateral. A carbon, photographic, or
other reproduction of this Agreement or of any financing statement or other
instrument executed pursuant to this section shall be sufficient for filing to
perfect the security interests granted herein.

    6-27.   ADEQUACY OF DISCLOSURE.
            (a) All financial statements of the Borrower furnished to the
Agent by the Borrower have been prepared in accordance with Generally Accepted
Accounting Principles (except where only unaudited financial statements are
required, for the omission of footnotes and year-end adjustments) consistently
applied which fairly present the condition of the Borrower at the date(s)
thereof. Except in connection with the acquisition of Pharmacia Biochrom Ltd,
there has been no change in the financial condition of the Borrower since the
date(s) of the most recent financial statements, other than changes in the
ordinary course of business, which changes have not been materially adverse,
either singularly or in the aggregate.

            (b) The Borrower does not have any contingent liabilities pursuant 
to the execution of guaranties or otherwise not noted in the Borrower's
financial statements furnished to the Agent prior to the execution of the within
Agreement except in connection with the acquisition of Pharmacia Biochrom, Ltd
and will not hereafter incur any such contingent liabilities.

                                       34


<PAGE>

            (c) No document, instrument, agreement, or paper given the Agent by 
or on behalf of the Borrower or any guarantor of the Liabilities in connection 
with the Agent's and Lender's execution of the within Agreement contains any 
untrue statement of a material fact or omits to state a material fact necessary 
in order to make the statements therein not misleading.

    6-28.   YEAR 2000 COMPLIANCE.
            (a) Based upon a diligent inquiry undertaken by the Borrower, it 
appears that the Borrower's operations are Year 2000 Compliant.

            (b) The Borrower has developed a detailed plan and timetable
with respect to the Borrower's operations becoming fully Year 2000 Compliant and
has committed adequate resources to execute that plan and to meet such
timetable.
            (c) The Borrower will not suffer or permit its operations
thereafter to cease to be Year 2000 Compliant in any manner which might have
more than a DE MINIMUS effect on its operations.

    6-29.   OTHER COVENANTS. The Borrower shall not indirectly do or cause to
be done any act which, if done directly by the Borrower, would breach any
covenant contained in this Agreement.

    6-30.   CASH MANAGEMENT. The Agent may, at its option, require the
Borrower to implement such cash management procedures as the Agent may require.

ARTICLE 7 - FINANCIAL AND OTHER REPORTING REQUIREMENTS /FINANCIAL COVENANTS

    7-1.    MAINTAIN RECORDS.  The Borrower shall at all times
            (a) keep proper books of account, in which full, true, and
accurate entries shall be made of all of the Borrower's transactions, all in
accordance with Generally Accepted Accounting Principles or generally accepted
auditing principles (as applicable) applied consistently with prior periods to
fairly reflect the financial condition of the Borrower at the close of, and its
results of operations for, the periods in question;

                                       35


<PAGE>

            (b) keep accurate current records of the Collateral including,
without limitation, accurate current stock, cost, and sales records of its
inventory, accurately and sufficiently itemizing and describing the kinds,
types, and quantities of Inventory and the cost and selling prices thereof.

    7-2.    ACCESS TO RECORDS.

            (a) The Borrower shall accord the Agent and the Agent's
representatives with access from time to time as the Agent and such
representatives may reasonably require to all properties owned by or over which
the Borrower has control. The Agent, and the Agent's representatives, shall have
the right, and the Borrower will permit the Agent and such representatives from
time to time as the Agent and such representatives may reasonably request, to
examine, inspect, copy, and make extracts from any and all of the Borrower's
books, records, electronically stored data, papers, and files. The Borrower
shall make available to the Agent any copying facilities which the Borrower has.

            (b) The Borrower hereby authorizes the Agent and the Agent's
representatives to inspect, copy, duplicate, review, cause to be reduced to hard
copy, run off, draw off, and otherwise to use any and all computer or
electronically stored information or data which relates to the Borrower, which
information or data is in the possession of the Borrower or any service bureau,
contractor, or other person", and directs any such service bureau, contractor,
or other person fully to cooperate with the Agent and the Agent's
representatives with respect thereto.

            (c) The Borrower authorizes the Agent to verify at any time the 
Collateral or any portion thereof, including verification with Account Debtors, 
and/or with the Borrower's computer billing companies, collection agencies, and 
accountants and, upon the occurrence and during the continuance of an Event of 
Default, to sign the name of the Borrower on any notice to the Borrower's 
Account Debtors or verification of the Collateral.

            (d) The Agent may use the information provided in Section 7-2 for 
all proper purposes relating to its role as lender to the Borrower.

    7-3. IMMEDIATE NOTICE TO AGENT. The Borrower shall provide the Agent with 
written notice immediately upon the occurrence of any of the following events:

                                       36


<PAGE>

            (a) any change in the Borrower's officers, directors, or key
employees; 
            (b) any material change in the business, operations, or financial 
affairs of the Borrower; 
            (c) the occurrence, or failure of occurrence, of an event, which
occurrence or failure is, or with the passage of time or giving of notice 
(or both), would constitute, an Event of Default (as described herein); and 
            (d) any litigation which, if determined adversely to the Borrower, 
might have a material adverse effect on the financial condition of the Borrower.

    7-4.    MONTHLY REPORTS.  Monthly, within twenty (20) days following the end
of the previous month, the Borrower shall provide the Agent with:

            (a)  A summary of the aging of the Borrower's and Subsidiary's 
Accounts Receivable as of the end of the subject month for the Holliston, 
Massachusetts operations;

            (b) An aging of the Borrower's and Subsidiary's Accounts Receivable 
as of the end of the subject month for the United Kingdom, Quebec, Canada and 
France operations;

            (c) A Borrowing Base Certificate, in such form as the Agent may 
specify from time to time; 

            (d) A schedule, in such form as may be required by the Agent, of 
Availability as of the end of the subject month; and

            (e) An internally prepared financial statement of the Borrower's 
financial condition on a consolidated basis and for each operating location at, 
and the results of its operations for, the period ending with the end of the 
subject month, and for the year to date period ending with the subject month, 
which financial statement shall include, at `a minimum, a balance sheet and 
income statement.

    7-5.    ANNUAL REPORTS. Annually, within one hundred (100) days following
the end of the Borrower's fiscal year, the Borrower shall furnish the Agent with
an original signed counterpart of the Borrower's annual financial statement,
which statement shall have been prepared by and bear the unqualified opinion of,
the Borrower's independent certified public accountants (which accountants shall
be acceptable to the Agent).

                                       37


<PAGE>

    7-6.    ADDITIONAL FINANCIAL INFORMATION.
            (a) In addition to the foregoing, the Borrower promptly shall
provide the Agent and the Lenders with such other and additional information
concerning the Borrower, the Collateral, the operation of the Borrower's
business, and the Borrower's financial condition, including financial reports
and statements, as the Agent may from time to time reasonably request from the
Borrower.

            (b) All financial information provided the Agent by the
Borrower shall be prepared in accordance with Generally Accepted Accounting
Principals or generally accepted auditing principles (as applicable) applied
consistently in the preparation thereof and with prior periods, to fairly
reflect the financial condition, of the Borrower at the close of, and its
results of operations for, the periods in question. Where the Borrower is not
required to provide audited financial statements, such statements will not have
to include footnotes or year-end adjustments, unless otherwise reasonably
required by the Agent.

    7-7.    APPRAISALS AND AUDITS. Upon the Agent's reasonable request from
time to time, the Borrower shall obtain, or shall permit the Agent and Lenders
to obtain (in all events, at the Borrower's expense) appraisals and audits of
the Collateral in form and substance and by appraisers and auditors reasonably
satisfactory to the Agent.

    7-8.    PROFITS. The Borrower's consolidated net income after taxes shall
be no less than (a) $1,000,000.00 in fiscal year 1999, (b) $1,200,000.00 in
fiscal year 2000, and (c) $1,400,000.00 in fiscal year 2001, to be tested upon
the earlier of W completion of the annual audited financial statements, or (ii)
one hundred days following the end of the Borrower's fiscal year.

    7-9.    DEBT SERVICE COVERAGE. The ratio of the Borrower's total Funded
Debt to EBITDA shall not at any time exceed 2.50 to 1.00, tested quarterly on a
consolidated basis, commencing as of March 31, 1999. For the quarterly tests on
March 31, 1999, June 30, 1999 and September 30, 1999, EBITDA will be annualized
(i.e. March 31, 1999 - EBITDA x4, June 30, 1999 - EBITDA x2 and September 30,
1999 - EBITDA xl.33). From and after December 31, 1999, this covenant shall be
calculated on a rolling four quarter basis.

                                       38


<PAGE>

    7-10.   CASH FLOW COVERAGE. The ratio of the Borrower's Adjusted EDITDA
to Debt Service shall not at any time be less than 1.50 to 1.00, tested
quarterly on a consolidated basis commencing as of March 31, 1999. This covenant
shall be calculated on a cumulative basis for the quarterly periods ending March
31, June 30, September 30 and December 31 and thereafter will be calculated on a
rolling four quarter basis.

    7-11.   COMPLIANCE CERTIFICATES. The Borrower shall furnish the Agent
with Compliance Certificates referencing Sections 7-8 through 7-10, above, in
such form as the Agent may specify to be submitted within thirty (30) days of
each test date.

ARTICLE 8 - DEFAULT
         Upon the earlier to occur of: (i) January 29, 2002 or (ii) any one or
more of the following events (herein, "Events of Default"), any and all
Liabilities of the Borrower to the Lenders shall become upon written notice to
the Borrower immediately due and payable, at the option of the Agent and without
further notice or demand. Upon the occurrence of the Event of Default set forth
in Section 8-7, any and all Liabilities shall become immediately due and payable
without any further act on the part of the Agent or any Lender. The occurrence
of any Event of Default shall also constitute, without notice or demand, a
default under all other agreements between the Agent or any Lender and the
Borrower and instruments and papers given the Agent or any Lender by the
Borrower, whether such agreements, instruments, or papers now exist or hereafter
arise.

    8-1.    FAILURE TO PAY REVOLVING CREDIT OR TERM NOTES. The failure by the
Borrower to pay any amount due under the Revolving Credit or the Term Notes
within five (5) days of when due.

                                       39


<PAGE>

    8-2.    FAILURE TO MAKE OTHER PAYMENTS. The failure by the Borrower to
pay, when due, any other Liabilities, including without limitation, liabilities
under a certain instruments of guaranty of even date pursuant to which the
Borrower unconditionally guaranteed the payment and performance of all
obligations and liabilities of Biochrom Limited to the Lenders, within five (5)
days of when due.

    8-3.    FAILURE TO PERFORM LIABILITY. The failure by the Borrower to
promptly, punctually and faithfully perform, discharge, or comply with any
Liability or any other term of this Agreement, within twenty (20) days of
written notice by the Agent to the Borrower of such failure, unless such failure
is not capable of being cured, in which case no notice shall be required.

    8-4.    MISREPRESENTATION. The determination by the Agent that any
representation or warranty heretofore, now, or hereafter made by the Borrower to
the Agent, in any document, instrument, agreement, or paper was not true or
accurate, in any material respect, when given.

    8-5.    ACCELERATION OF OTHER DEBT. The occurrence of any event such that
any indebtedness of the Borrower to any creditor for borrowed money, other than
the Lenders, has been accelerated.

    8-6.    DEFAULT UNDER OTHER AGREEMENTS. The occurrence of any event of
default under any agreement between the Agent or the Lenders and the Borrower or
instrument or paper given the Agent or the Lenders by the Borrower, whether such
agreement, instrument, or paper now exists or hereafter arises (notwithstanding
that the Agent or any Lender may not have exercised its rights upon default
under any such other agreement, instrument or paper).

    8-7.    BUSINESS FAILURE. Any act by, against, or relating to the
Borrower, or its property or assets, which act constitutes the application for,
consent to, or sufferance of the appointment of a receiver, trustee, or other
person, pursuant to court action or otherwise, over all, or any part of the
Borrower's property; the granting of any trust mortgage or execution of an

                                       40


<PAGE>

assignment for the benefit of the creditors of the Borrower, or the occurrence
of any other voluntary or involuntary liquidation or extension of debt agreement
for the Borrower; the failure by the Borrower to generally pay the debts of the
Borrower as they mature; adjudication of bankruptcy or insolvency relative to
the Borrower; the entry of an order for relief or similar order with respect to
the Borrower in any proceeding pursuant to The Bankruptcy Code of 1978 as
amended, Title 11 United States Code (commonly referred to as the Bankruptcy
Code) or any other federal bankruptcy law; the filing of any complaint,
application, or petition by or against the Borrower initiating any matter in
which the Borrower is or may be granted any relief from the debts of the
Borrower pursuant to the Bankruptcy Code or any other insolvency statute or
procedure (however, it shall not be an Event of Default hereunder until the
earlier of W the entry of an order for relief against the Borrower, or (y) the
expiration of sixty (60) days without dismissal of such complaint, application,
or petition if such complaint, application, or petition filed against the
Borrower was not filed by or at the direction of the Borrower or any related
entity, and is being diligently contested); the meeting by the Borrower with a
formal or informal creditors, committee; the offering by or entering into by the
Borrower of any composition, extension, or any other arrangement seeking relief
f rom or extension of the debts of the Borrower, or the initiation of any other
judicial or non-judicial proceeding or agreement by, against, or including the
Borrower which seeks or intends to accomplish a reorganization or similar
arrangement with creditors.

    8-8.    JUDGMENT. The entry of any judgment for the payment of money
aggregating at least Fifty Thousand Dollars ($50,000.00) against the Borrower,
which judgment is not satisfied or appealed from (with execution or similar
process stayed) within thirty (30) days of its entry.

    8-9.    RESTRAINT OF BUSINESS. The entry of any court order which enjoins,
restrains or in any way prevents the Borrower from conducting all or any part of
its business affairs in the ordinary course.

    8-10.   TRUSTEE PROCESS. The service of any process upon the Agent or any
Lender seeking to attach by mesne or trustee process any funds of the Borrower
on deposit with the Agent or such Lender.

                                       41


<PAGE>

    8-11. CHANGE IN MANAGEMENT/OWNERSHIP. Any material change in the
authority or responsibilities of Chane Graziano or David Green and/or any direct
or indirect decrease in the ownership by Chane Graziano or David Green of the
capital stock of the Borrower from that existing at the execution of this
Agreement other than arising by the exercise of stock options by employees.

    8-12. CASUALTY LOSS. The occurrence of (i) any uninsured loss, theft,
damage, or destruction in excess of $100,000.00, or (ii) any sale (other than
sales in the ordinary course of business) or encumbrance to or of any of the
Collateral (except as provided in Section 6-6 hereof).

    8-13.   TERMINATION OF EXISTENCE.  The termination of existence, 
dissolution, winding up, or liquidation of the Borrower.

    8-14.   ACQUISITION LOANS. The occurrence of an event of default under the 
Acquisition Loans.

    8-15.   SECURITYHOLDERS' AGREEMENT. The occurrence of any payment default
under the Securityholders' Agreement or the giving of notice by any Creditor (as
defined in the Subordination Agreement) to the Agent that an event of default
has occurred under the Junior Debt (as defined in the Subordination Agreement).

ARTICLE 9 - AGENT AS BORROWER'S ATTORNEY-IN-FACT

    9-1.    APPOINTMENT AS ATTORNEY-IN-FACT. Effective only upon the
occurrence and during the continuance of an Event of Default, the Borrower
hereby irrevocably constitutes and appoints the Agent as the Borrower's true and
lawful attorney, with full power of substitution, to convert the Collateral into
cash at the sole risk, cost, and expense of the Borrower, but for the sole
benefit of the Agent, for the benefit of the Lenders, subject to applicable law.
The rights and powers granted the Agent by the within appointment include but
are not limited to the right and power to:

                                       42


<PAGE>

            (a) prosecute, defend, compromise, or release any action relating to
the Collateral; 

            (b) sign change of address forms to change the address to which the 
Borrower's mail is to be sent as the Agent shall designate; receive and open the
Borrower's mail; remove any Collateral therefrom and turn over such mail (other 
than such proceeds) either to the Borrower, or to any trustee in bankruptcy, 
receiver, assignee for the benefit of creditors of the Borrower, or other legal 
representative of the Borrower whom the Agent determines to be the appropriate 
person to whom to so turn over such mail;

            (c) endorse the name of the Borrower in favor of the Agent upon any 
and all checks, drafts, notes, acceptances, or other items or instruments; sign 
and endorse the name of the Borrower on, and receive as secured party, any of 
the Collateral, any invoices, schedules of Collateral, freight or express 
receipts, or bills of lading, storage receipts, warehouse receipts, or other 
documents of title of a same or different nature relating to the Collateral;

            (d) sign the name of the Borrower on any notice to the Borrower's 
Account Debtors or verification of the Receivables Collateral; sign the 
Borrower's name on any Proof of Claim in Bankruptcy against Account Debtors, and
on notices of lien, claims of mechanics liens, or assignments or releases of
mechanics liens securing the Accounts;

            (e) take all such action as may be necessary to obtain the payment 
of any letter of credit of which the Borrower is a beneficiary;

            (f) repair, manufacture, assemble, complete, package, deliver, alter
or supply goods, if any, necessary to fulfill in whole or in part the purchase 
order of any customer of the Borrower;

            (g) obtain, adjust, settle and cancel any insurance;

            (h) use, license or transfer any or all General Intangibles of the 
Borrower; and 
          
            (i) and sign and file or record any financing or other statements in
order to perfect or protect the Agent's security interest in the Collateral.

                                       43


<PAGE>

    9-2.    FULL POWER TO ACT. In connection with all powers of attorney
included in this Agreement, the Borrower hereby grants unto the Agent full power
to do any and all things necessary or appropriate in connection with the
exercise of such powers as fully and effectually as the Borrower might or could
do, hereby ratifying all that said attorney shall do or cause to be done by
virtue of this Agreement.

    9-3.    NO OBLIGATION TO ACT. The Agent shall not be obligated to do any
of the acts or to exercise any of the powers authorized herein, but if the Agent
elects to do any such act or to exercise any of such powers, it shall not be
accountable for more than it actually receives as a result of such exercise of
power, and shall not be responsible to the Borrower except for the Agent's
actual willful misconduct, bad faith, or gross negligence.

    9-4.    SURVIVAL OF APPOINTMENT. All of the powers of attorney set forth
in this Agreement shall not be affected by any disability or incapacity suffered
by the Borrower and shall survive same. All powers conferred upon the Agent by
this Agreement, being coupled with an interest, shall be irrevocable until this
Agreement is terminated by a written instrument executed by a duly authorized
officer of the Agent.

ARTICLE 10 - RIGHTS AND REMEDIES UPON DEFAULT
         In addition to all of the rights, remedies, powers, privileges, and
discretions which the Agent is provided prior to the occurrence of an Event of
Default, the Agent shall have the following rights and remedies upon the
occurrence of any Event of Default and at any time thereafter until such Event
of Default has been cured to the satisfaction of the Agent.

    10-1.   RIGHTS OF ENFORCEMENT. The Agent shall have all of the rights and
remedies of a secured party upon default under the UCC, in addition to which the
Agent shall have all of the following rights and remedies:
            (a) To collect the Receivables Collateral with or without the
taking of possession of any of the Collateral; and/or

            (b) To take possession of all or any portion of the Collateral;
and/or

                                       44


<PAGE>

            (c) To sell, lease, or otherwise dispose of any or all of the
Collateral, in its then condition or following such preparation or processing as
the Agent deems advisable and with or without the taking of possession of any of
the Collateral.
            (d) To apply the Receivables Collateral or the proceeds of the
Collateral towards (but not necessarily in complete satisfaction of) the
Liabilities.
            (e) To notify any of the Borrower's Account Debtors, either in the 
name of the Agent or the Borrower, to make payment directly to the Agent, and to
advise any person of the Agent's security interest in and to the Collateral, and
to collect all amounts due on account of the Collateral.

    10-2.   SALE OF COLLATERAL. Any sale or other disposition of the
Collateral may be at public or private sale upon such terms and in such manner
as the Agent deems advisable, having due regard to compliance with any statute
or regulation which might affect, limit, or apply to the Agent's disposition of
the Collateral. The Agent may conduct any such sale or other disposition of the
Collateral upon the Borrower's premises. Unless the Collateral is perishable or
threatens to decline speedily in value, or is of a type customarily sold on a
recognized market (in which event the Agent shall provide the Borrower with such
notice as may be practicable under the circumstances), the Agent shall give the
Borrower at least the greater of the minimum notice required by law or seven (7)
days prior written notice of the date, time, and place of any proposed public
sale, and of the date after which any private sale or other disposition of the
Collateral may be made. The Agent or any Lender may purchase the Collateral, or
any portion of it at any sale held under this Article.

    10-3.   OCCUPATION OF BUSINESS LOCATION. In connection with the Agent's
exercise of the Agent's rights under this Article, the Agent may enter upon,
occupy, and use any premises owned or occupied by the Borrower, and may exclude
the Borrower from such premises or portion thereof as may have been so entered
upon, occupied, or used by the Agent. The Agent shall not be required to remove
any of the Collateral from any such premises upon the Agent's taking possession
thereof, and may render any Collateral unusable to the Borrower. In no event
shall the Agent be liable to the Borrower for use or occupancy by the Agent of
any premises pursuant to this Article, nor for any charge (such as wages for the
Borrower's employees and utilities) incurred in connection with the Agent's
exercise of the Agent's Rights and Remedies.

                                       45


<PAGE>

    10-4.   GRANT OF NONEXCLUSIVE LICENSE. The Borrower hereby grants to the
Agent a nonexclusive irrevocable license to use, apply, and affix any trademark,
tradename, logo, or the like in which the Borrower now or hereafter has rights,
such license being with respect to the Agent's exercise of the rights hereunder
including, without limitation, in connection with any completion of the
manufacture of Inventory or sale or other disposition of inventory.

    10-5.   ASSEMBLY OF COLLATERAL. The Agent may require the Borrower to
assemble the Collateral and make it available to the Agent at the Borrower's
sole risk and expense at a place or places which are reasonably convenient to
both the Agent and Borrower.

    10-6.   RIGHTS AND REMEDIES. The rights, remedies, powers, privileges,
and discretions of the Agent in this Article 10 (herein, the "Agent's Rights and
Remedies") shall be cumulative and not exclusive of any rights or remedies which
it would otherwise have. No delay or omission by the Agent in exercising or
enforcing any of the Agent's Rights and Remedies shall operate as, or
constitute, a waiver thereof. No waiver by the Agent of any Event of Default or
of any default under any other agreement shall operate as a waiver of any other
default hereunder or under any other agreement. No single or partial exercise of
any of the Agent' s Rights or Remedies, and no agreement or transaction of
whatever nature entered into between the Agent or any Lender and the Borrower,
at any time, either express or implied, shall preclude the other or further
exercise of the Agent's Rights and Remedies. No waiver by the Agent of any of
the Agent's rights and remedies on any one occasion shall be deemed a waiver on
any subsequent occasion, nor shall it be deemed a continuing waiver. All of the
Agent's Rights and Remedies and all of the Agent's rights, remedies, powers,
privileges, and discretions under any other agreement or transaction are
cumulative, and not alternative or exclusive, and may be exercised by the Agent
at such time or times and in such order of preference as the Agent in its sole
discretion may determine. The Agent's rights and remedies may be exercised
without resort or regard to any other source of satisfaction of the Liabilities.

                                       46


<PAGE>

ARTICLE 11 - NOTICES
         All notices, demands and other communications made in respect of this
Agreement shall be made to the following addresses, each of which may be changed
upon seven (7) days written notice to all others given by certified mail, return
receipt requested or by telecopier as follows:

         If to the Agent:           Brown Brothers Harriman & Co.
                                    40 Water Street
                                    Boston, Massachusetts 02109
                                    Attention: Timothy T. Telman
                                    Fax: (617) 772-1138

         With a copy to:            BankBoston, N.A.
                                    100 Federal Street
                                    Boston, Massachusetts 02110
                                    Attention: Jeffrey Westling
                                    Fax: (617) 434-4426

                  With a copy to:   Riemer & Braunstein, LLP
                                    Three Center Plaza
                                    Boston, Massachusetts 02108
                                    Attention: Charles W. Stavros, Esquire
                                    Fax: (617) 723-6831

         If to the Borrower:        Harvard Apparatus, Inc.
                                    84 October Hill Road
                                    Holliston, Massachusetts 01746
                                    Attention: Mr. David Green
                                    Fax: (508) 429-5732

                  With a copy to:   Goodwin, Procter & Hoar, LLP
                                    Exchange Place
                                    Boston, Massachusetts 02109
                                    Attention: H. David Henken, Esquire
                                    Fax: (617) 523-1231

                                       47


<PAGE>

All notices and other correspondence to the Borrower by the Agent in connection
with this Agreement shall be deemed effective upon receipt to the Borrower's
address found at the beginning of this Agreement, which address may be changed
on seven (7) days written notice given the Agent by the Borrower. All notices
and other correspondence to the Agent by the Borrower in connection with this
Agreement shall be deemed effective upon receipt by the Agent at the Agent's
principal office, or elsewhere as the Agent may specify from time to time, and
shall be sent by certified mail, return receipt requested.

ARTICLE 12 - TERM OF REVOLVING CREDIT
    12-1.   TERM. The Revolving Credit shall remain in full force and effect
until the earlier of (i) January 29, 2002 or (ii) the occurrence of an Event of
Default hereunder. The Borrower may also terminate the Revolving Credit by
written notice to the Agent.

    12-2.   EFFECT OF TERMINATION. Upon the termination of Revolving Credit,
the Borrower shall pay the Agent on behalf of the Lenders all of the then
principal balance of the Master Notes and all accrued and unpaid interest
thereon (whether or not then due). Following such payment, all provisions of
this Agreement, other than those contained in Section 1 through Section 1-10,
above, shall remain in full force and effect until all of the Borrower's
Liabilities to the Lenders shall have been paid in full.

                                       48


<PAGE>

ARTICLE 13 - GENERAL
    13-1.   SET OFF. Any and all deposits or other sums at any time due to
the Borrower from, or credited to the Borrower by, the Agent, Lenders or any of
their affiliated banks or institutions and any cash, securities, instruments, or
other property of the Borrower in the possession of the Agent, Lenders or any of
their affiliates, whether for safekeeping, or otherwise, or in transit to or
from the Agent, Lenders or any of their affiliates or in the possession of any
third party acting on the Agent's or Lender's behalf (regardless of the reason
the Agent or Lender had received same or whether the Agent or Lender has
conditionally released the same) shall at all times constitute security for any
and all Liabilities, and may be applied or set off by the Agent or any Lender
against such Liabilities upon or after the occurrence of and during the
continuance of an Event of Default, whether or not other collateral is available
to the Agent or any Lender.

    13-2.   WAIVERS. The Borrower makes the following waivers knowingly,
voluntarily, and intentionally, and understands that the Agent and the Lenders,
in the establishment and maintenance of the Agent's and the Lenders,
relationship with the Borrower, is relying thereon.
            (a)  Except as expressly provided herein, the Borrower WAIVES notice
of non-payment, demand, presentment, protest and all forms of demand and notice,
both with respect to the Liabilities and the Collateral.

            (b)  The Borrower, if entitled to it, WAIVES the right to notice 
and/or hearing prior to the Agent's exercising of the Agent's rights upon
default.

            (c)  THE BORROWER, AND THE AGENT AND EACH LENDER RESPECTIVELY TO THE
EXTENT ENTITLED THERETO, WAIVE ANY PRESENT OR FUTURE RIGHT OF THE BORROWER, THE 
AGENT, ANY LENDER OR OF ANY GUARANTOR OR ENDORSER OF THE BORROWER OR OF ANY 
OTHER PERSON LIABLE TO THE AGENT OR ANY LENDER ON ACCOUNT OF OR IN RESPECT TO 
THE LIABILITIES, TO A TRIAL BY JURY IN ANY CASE OR CONTROVERSY IN WHICH THE 
AGENT OR ANY LENDER IS OR BECOMES A PARTY (WHETHER SUCH CASE OR CONTROVERSY IS 
INITIATED BY OR AGAINST THE AGENT OR ANY LENDER OR IN WHICH THE AGENT OR ANY 
LENDER IS JOINED AS A PARTY LITIGANT), WHICH CASE OR CONTROVERSY ARISES OUT OF, 
OR IS IN RESPECT TO, ANY RELATIONSHIP AMONGST OR BETWEEN THE BORROWER, ANY SUCH 
PERSON, AND THE AGENT OR ANY LENDER IN CONNECTION WITH CONTROVERSIES ARISING OUT
OF THIS AGREEMENT.

                                       49


<PAGE>

    13-3.   SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon the
Borrower and the Borrower's executors, administrators, successors, and assigns
and shall enure to the benefit of the Agent and the Lenders and the successors
and assigns of each. In the event that the Agent or any Lender assigns or
transfers its rights under this Agreement, the assignee shall thereupon succeed
to and become vested with all rights, powers, privileges, and duties of such
assignor hereunder and such assignor shall thereupon be discharged and relieved
from its duties and obligations hereunder.

    13-4.   SEVERABILITY. Any determination that any provision of this
Agreement or any application thereof is invalid, illegal, or unenforceable in
any respect in any instance shall not affect the validity, legality, or
enforceability of such provision in any other instance, or the validity,
legality, or enforceability of any other provision of this Agreement.

    13-5.   AMENDMENTS; COURSE OF DEALING. This Agreement and all other
documents, instruments, and agreements executed in connection herewith
incorporate all discussions and negotiations between the Borrower and the Agent
and each Lender, either express or implied, concerning the matters included
herein and in such other instruments, any custom, usage, or course of dealings
to the contrary notwithstanding. No such discussions, negotiations custom,
usage, or course of dealings shall limit, modify, or otherwise affect the
provisions hereof. No modification, amendment, or waiver of any provision of
this Agreement or of any provision of any other agreement between the Borrower
and the Agent or any Lender is effective unless executed in writing by the party
to be charged with such modification, amendment and waiver, and if such party be
the Agent or any Lender, then by a duly authorized officer thereof. No failure
by the Agent or any Lender to give notice to the Borrower of the Borrower's
having failed to observe and comply with any warranty or covenant included
herein shall constitute a waiver of such warranty or covenant or the amendment
of the within Agreement. No change made by the Agent in the manner by which
Availability is determined (any of which changes may be made by the Agent in its
discretion) shall obligate the Agent to continue to determine Availability in
that manner.

                                       50


<PAGE>

    13-6.   APPLICATION OF PROCEEDS. The proceeds of any collection, sale, or
disposition of the Collateral, or of any other payments received hereunder,
shall be applied toward the Liabilities in such order and manner as the Agent
determines in its sole discretion, any statute, custom, or usage to the contrary
notwithstanding. The Borrower shall remain liable for any deficiency remaining
following such application.

    13-7.   COSTS AND EXPENSES OF AGENT AND LENDERS. The Borrower shall pay
on demand all Costs of Collection and all reasonable expenses of the Agent and
Lenders in connection with the preparation, execution, and delivery of this
Agreement and of any other documents and agreements between the Borrower and the
Agent and the Lenders, whether now existing or hereafter arising, and all other
reasonable expenses which may be incurred by the Agent in preparing or amending
this Agreement and all other agreements, instruments, and documents related
thereto. The Borrower specifically authorizes the Agent to pay all such fees and
expenses and at the Agent's discretion, to add such fees and expenses to the
Liabilities or to charge the same to any account of the Borrower with the Agent
(with prompt notice by the Agent after the charging of any such account).

    13-8.   COPIES. This Agreement and all documents which relate thereto,
which have been or may be hereinafter furnished the Agent may be reproduced by
the Agent by any photographic, photostatic, microfilm, micro-card, miniature
photographic, xerographic, or similar process, and the Agent may destroy any
document so reproduced. Any such reproduction shall be admissible in evidence as
the original itself in any judicial or administrative proceeding (whether or not
the original is in existence and whether or not such reproduction was made in
the regular course of business).

                                       51


<PAGE>


    13-9.   MASSACHUSETTS LAW. This Agreement and all rights and obligations
hereunder, including matters of construction, validity, and performance, shall
be governed by the laws of The Commonwealth of Massachusetts. The Borrower
submits itself to the jurisdiction of the Courts of said Commonwealth for all
purposes with respect to this Agreement and the Borrower's relationship with the
Agent and the Lenders.

    13-10.  INDEMNIFICATION. The Borrower shall indemnify, defend, and hold
the Agent and each Lender harmless of and f rom any claim brought or threatened
against the Agent and each Lender by the Borrower, any guarantor or endorser of
the Liabilities, or any other person (as well as from attorneys, reasonable fees
and expenses in connection therewith) on account of the Agent's and each
Lender's relationship with the Borrower or any other guarantor or endorser of
the Liabilities (each of which may be defended, compromised, settled, or pursued
by the Lender with counsel of the Lender's selection, but at the expense of the
Borrower), except if a court of competent jurisdiction, after all appeal periods
have expired, finds that such claim arose from Agent's or Lender's bad faith,
intentional misconduct, or gross negligence. The within indemnification shall
survive payment of the Liabilities and/or any termination, release, or discharge
executed by the Agent or Lenders in favor of the Borrower.

    13-11.  SPECIFIC PERFORMANCE. The failure by the Borrower to perform all
and singular the Borrower's obligations hereunder will result in irreparable
harm to the Agent and the Lenders for which the Agent and the Lenders will have
no adequate remedy at law. Consequently, such obligations are specifically
enforceable by the Agent and the Lenders.

    13-12.  TITLES.  Underlined titles to sections have been included for 
convenience and are not part of the within Agreement.

                                       52


<PAGE>

    13-13.  INTENT.  It is intended that
            (a)   this Agreement take effect as a sealed instrument;

            (b)   the security interests created by this Agreement attach to all
of the Borrower's assets described in Article 3, now owned or hereafter acquired
and that the scope of the coverage thereof be broadly construed in favor of the 
Agent for the benefit of the Lenders;

            (c)   the security interests created by this Agreement secure all 
Liabilities of the Borrower to the Lenders, whether now existing or hereafter 
arising; and

            (d)   the Agent's consent to any action of the Borrower which is
prohibited unless such consent is given may be given or refused by the Agent in
its sole and absolute discretion.

    13-15.  RECEIPT OF AGREEMENT.  The Borrower acknowledges receipt of a 
completed copy of this Agreement.


                                       53


<PAGE>

ATTEST:                               Harvard Apparatus, Inc.
                                                   (Borrower)

                                      By /s/ David Green
-------------------------                ------------------------------
                                      Print Name: David Green
                                                 ----------------------
                                      Title: President
                                            ---------------------------

                                      Brown Brothers Harriman & Co.
                                                     (Agent)

                                      By /s/ Timothy T. Telman
                                         ------------------------------
                                      Print Name: Timothy T. Telman
                                                 ----------------------
                                      Title: Deputy Manager
                                            ---------------------------

                                      Brown Brothers Harriman & Co.
                                                     (Lender)

                                      By /s/ Timothy T. Telman
                                         ------------------------------
                                      Print Name: Timothy T. Telman
                                                 ----------------------
                                      Title: Deputy Manager
                                            ---------------------------

                                      BankBoston, N.A.
                                              (Lender)

                                      By /s/ Jeffrey R. Westling
                                         ------------------------------
                                      Print Name: Jeffrey R. Westling
                                                 ----------------------
                                      Title: Director
                                            ---------------------------


                                       54


<PAGE>

                                    EXHIBITS

     The following Exhibits to this Loan and Security Agreement are 
respectively described in the section indicated.

EXHIBIT 1-7:    Master Note                                   Section 1-7

EXHIBIT 2-1:    Term Notes                                    Section 2-1

EXHIBIT 5-7:    Assignment of Intercompany Note and
                 Security Documents                           Section 5-7

EXHIBIT 5-10:   Tranche B Loan Agreement                      Section 5-10

EXHIBIT 6-2:    Related Entity                                Section 6-2(b)

EXHIBIT 6-4:    Trade Names; legal status; etc.               Section 6-4

EXHIBIT 6-5:    Locations                                     Section 6-5

EXHIBIT 6-6:    Security Interests                            Section 6-6

EXHIBIT 6-7:    Indebtedness                                  Section 6-7

EXHIBIT 6-8:    Insurance Policies                            Section 6-8

EXHIBIT 6-9:    Licenses, Distributor Franchise Agreements    Section 6-9

EXHIBIT 6-17:   Litigation                                    Section 6-17

EXHIBIT 6-20:   Government Contracts                          Section 6-20

EXHIBIT 6-21:   Patents, Trademarks                           Section 6-21

EXHIBIT 6-24:   Payments to Related Parties                   Section 6-24


                                       55




<PAGE>

                                                                    Exhibit 1-7

MASTER NOTE-$1,875,000.00                                      BANKBOSTON, N.A.
-------------------------------------------------------------------------------

Boston, Massachusetts                                      Date: March 2, 1999

         FOR VALUE RECEIVED, the undersigned, Harvard Apparatus, Inc., a
Massachusetts corporation with offices at 84 October Hill Road, Holliston,
Massachusetts, promises to pay to the order of BankBoston, N.A. with its
principal office at 100 Federal Street, Boston, Massachusetts (hereinafter, with
any subsequent holder, the "Bank") at the office of Brown Brothers Harriman &
Co. (the "Agent") located at 40 Water Street, Boston, Massachusetts, pursuant to
the Loan Agreement (as defined below), the principal balance of loans and
advances made by the Bank to the Borrower pursuant to the revolving credit
facility in the maximum face amount of One Million Eight Hundred Seventy Five
Thousand ($1,875,000.00) Dollars established pursuant to the Amended and
Restated Loan and Security Agreement of even date (as such may be further
amended hereafter, the "Loan Agreement"), with interest at the rate and payable
in the manner stated therein.

         The revolving credit facility shall remain in full force and effect
until the earlier of (i) termination of the revolving credit facility by the
Agent in accordance with the terms and conditions of the Loan Agreement or (ii)
January 29, 2002. Upon such termination, the Borrower shall pay to the Agent the
entire principal balance of this Master Note and all accrued and unpaid interest
thereon (whether or not then due).

         The Agent's books and records concerning the Bank's loans and advances
to the Borrower, the accrual of interest thereon, and the repayment of such
loans and advances, shall be prima facie evidence of the Borrower's indebtedness
to the Bank hereunder. The within Note shall not be necessary to establish the
indebtedness of the Borrower to the Bank on account of such loans and advances.

         Any and all deposits or other sums at any time credited by or due to
the Borrower from the Bank or any of its banking or lending affiliates and any
cash, securities, instruments, or other property of the Borrower in the
possession of the Bank, or any of its banking or lending affiliates, whether for
safekeeping, or otherwise, or in transit to or from the Bank or any of its
banking or lending affiliates or in the possession of any third party acting on
the Bank's behalf (regardless of the reason the Bank had received same or
whether the Bank has conditionally released the same) shall at all times
constitute security for any and all Liabilities, and may be applied or set off
against such Liabilities upon or after the occurrence of an Event of Default
under the Loan Agreement, whether or not other collateral is available to the
Bank.

         No delay or omission by the Agent in exercising or enforcing any of the
Agent's powers, rights, privileges, remedies, or discretions hereunder shall
operate as a waiver thereof on that occasion nor on any other

                                      -1-


<PAGE>

occasion. No waiver of any default hereunder shall operate as a waiver of any
other default hereunder, nor as a continuing waiver.

         The Borrower, and each endorser and guarantor of this Note, shall
indemnify, defend, and hold the Bank harmless against any claim brought or
threatened against the Bank by the Borrower (other than a claim which is finally
judicially determined against the Bank), by any endorser or guarantor, or by any
other person (as well as from attorneys reasonable fees and expenses in
connection therewith) on account of the Bank's relationship with the Borrower or
any endorser or guarantor hereof (each of which may be defended, compromised,
settled or pursued by the Bank with counsel of the Bank's selection, but at the
expense of the Borrower and any endorser and/or guarantor).

         The Borrower will pay on demand all attorneys' reasonable fees and
out-of-pocket expenses incurred by the Bank in the administration of all
Liabilities (as defined in the Loan Agreement) and obligations of the Borrower
to the Bank, including, without limitation, costs and expenses associated with
travel on behalf of the Bank. The Borrower will also pay on demand, without
limitation, all attorneys' reasonable fees, out-of-pocket expenses incurred by
the Bank's attorneys and all costs incurred by the Bank, including, without
limitation, costs and expenses associated with travel on behalf of the Bank,
which costs and expenses are directly or indirectly related to the protection or
enforcement of any of the Bank's rights against the Borrower or any such
endorser or guarantor and against any collateral given the Bank to secure this
Note or any other Liabilities of the Borrower or such endorser and guarantor to
the Bank (whether or not suit is instituted by or against the Bank).

         The Borrower, and each endorser and guarantor of this Note,
respectively waives presentment, demand, notice, and protest, and also waives
any delay on the part of the holder hereof. Each assents to any extension or
other indulgence (including, without limitation, the release or substitution of
collateral) permitted the Borrower or any endorser or guarantor by the Bank with
respect to this Note and/or any collateral given to secure this Note or any
extension or other indulgence, as described above, with respect to any other
liability or any collateral given to secure any other liability of the Borrower
or any endorser or guarantor to the Bank.

         This Note shall be binding upon the Borrower and each endorser and
guarantor hereof and upon their respective heirs, successors, and assigns and
shall inure to the benefit of the Bank and its successors, endorsees, and
assigns.

         The liabilities of the Borrower and any endorser or guarantor of this
Note are joint and several; provided, however, the release by the Bank of the
Borrower or any one or more endorser or guarantor shall not release any other
person obligated on account of this Note. Each reference in this Note to the
Borrower, any endorser, and any guarantor, is to such person individually and
also to all such persons jointly. No person obligated on account of this Note
may seek contribution from any other person also obligated unless and until all
liabilities, obligations

                                      -2-


<PAGE>

and indebtedness to the Bank of the person from whom contribution is sought have
been satisfied in full.

         This Note is delivered to the Agent for the benefit of the Bank at one
of its offices in Massachusetts, shall be governed by the laws of The
Commonwealth of Massachusetts, and shall take effect as a sealed instrument. The
Borrower and each endorser and guarantor of this Note each submits to the
jurisdiction of the courts of The Commonwealth of Massachusetts for all purposes
with respect to this Note, any collateral given to secure their respective
liabilities, obligations and indebtedness to the Bank, and their respective
relationships with the Bank.

         The undersigned makes the following waiver knowingly, voluntarily, and
intentionally, and understands that the Bank, in the establishment and
maintenance of the Bank's relationship with the Borrower contemplated by the
within Note, is relying thereon. THE UNDERSIGNED, TO THE EXTENT ENTITLED
THERETO, WAIVES ANY PRESENT OR FUTURE RIGHT OF THE UNDERSIGNED, OR OF ANY
GUARANTOR OR ENDORSER OF THE UNDERSIGNED OR OF ANY OTHER PERSON LIABLE TO THE
BANK ON ACCOUNT OF OR IN RESPECT TO THE LIABILITIES, TO A TRIAL BY JURY IN ANY
CASE OR CONTROVERSY IN WHICH THE BANK IS OR BECOMES A PARTY (WHETHER SUCH CASE
OR CONTROVERSY IS INITIATED BY OR AGAINST THE BANK OR IN WHICH THE BANK IS
JOINED AS A PARTY LITIGANT), WHICH CASE OR CONTROVERSY ARISES OUT OF, OR IS IN
RESPECT TO, ANY RELATIONSHIP AMONGST OR BETWEEN THE UNDERSIGNED, ANY SUCH
PERSON, AND THE BANK IN CONNECTION WITH CONTROVERSIES ARISING OUT OF THE LOAN
ARRANGEMENT CONTEMPLATED BY THE LOAN AGREEMENT.

         The Borrower has read all of the terms and conditions of this Note and
acknowledges receipt of an exact copy of it.

WITNESS                                     Harvard Apparatus, Inc.

Signed in my Presence


                                    By: /s/ David Green
-------------------------------        ---------------------------------
                                    Name:
                                         -------------------------------
Print Name:                         Title: President
           --------------------




<PAGE>

                                                                   Exhibit 2-1

                           COMMERCIAL PROMISSORY NOTE

$1,050,000.00                                              Boston, Massachusetts
                                                           March 2, 1999

         FOR VALUE RECEIVED, the undersigned promises to pay to the order of
BROWN BROTHERS HARRIMAN & CO. (together with any successors or assigns, the
"Bank") at the office of the Bank located at 40 Water Street, Boston,
Massachusetts ONE MILLION FIFTY THOUSAND and 00/100 Dollars ($1,050,000.00) as
provided below:

                  In quarterly principal installments of (a) $23,875.00 each
                  payable on May 1, 1999, August 1, 1999, November 1, 1999 and
                  February 1, 2000, (b) $35,813.00 each payable on May 1, 2000,
                  August 1, 2000, November 1, 2000, and February 1, 2001, (c)
                  $47,750.00 each payable on May 1, 2001, August 1, 2001,
                  November 1, 2001, and a final principal installment of the
                  entire remaining principal balance on January 29, 2002;

with interest thereon calculated at a floating rate equal to 1% above the Base
Rate per annum.

         Interest shall be payable quarterly in arrears commencing on May 1,
1999 and on each August 1, November 1, and February 1 thereafter and on the date
the final principal installment under this Note becomes due or the entire amount
of this Note becomes due and payable in full (whether by acceleration or
otherwise). If this Note bears interest at a floating rate, the applicable
floating rate shall change as and when the Base Rate changes. Interest shall be
calculated on the basis of a 360-day year for the actual number of days elapsed
including holidays and days on which the Bank is not open for the conduct of
banking business.

                                      -1-


<PAGE>

SECTION 1.  PAYMENT TERMS.

         1.1 PAYMENTS; PREPAYMENTS. All payments hereunder shall be made by the
undersigned to the Bank in United States currency at the Bank's address
specified above (or at such other address as the Bank may specify), in
immediately available funds, on or before 2:00 p.m. (Boston, Massachusetts time)
on the due date thereof. Payments received by the Bank prior to the occurrence
of an Event of Default will be applied FIRST to fees, expenses and other amounts
due hereunder (excluding principal and interest); SECOND, to accrued interest;
and THIRD to outstanding principal. After the occurrence of an Event of Default
payments will be applied to the Obligations under this Note as the Bank
determines in its sole discretion. The undersigned may pay all or a portion of
the amount owed earlier than it is due without penalty. If this Note is payable
in installments, prepayments shall be applied to installments of principal in
the inverse order of the date on which they become due. Amounts prepaid may not
be reborrowed.

         1.2      (Intentionally omitted.)

         1.3 DEFAULT RATE. To the extent permitted by applicable law, upon and
after the occurrence of an Event of Default (whether or not the Bank has
accelerated payment of this Note), interest on principal and overdue interest
shall, at the option of the Bank, be payable on demand at a rate per annum (the
"Default Rate") equal to 2% per annum above the rate of interest otherwise
payable hereunder.

SECTION 2.  DEFAULTS AND REMEDIES.

         2.1 DEFAULT. The occurrence of any Event of Default as defined in a
certain Amended and Restated Loan and Security Agreement of even date entered
into by and between, among others, the undersigned and the Agent (as may be
further amended, the "Loan Agreement").

         2.2 REMEDIES. Upon an Event of Default, or at any time thereafter, at
the option of the Bank, all Obligations of the undersigned shall become
immediately due and payable without notice or demand and, if the Obligations are
secured, the Bank shall then have in any jurisdiction where enforcement hereof
is sought, in addition to all other rights and remedies provided by agreement or
at law or in equity, the rights and remedies of a secured party under the
Uniform Commercial Code of Massachusetts. All rights and remedies of the Bank
are cumulative and are exclusive of any rights or remedies provided by law or
any other agreement, and may be exercised separately or concurrently.

                                      -2-


<PAGE>

SECTION 3.  DEFINITIONS.

         For purposes of this Note, the following definitions shall apply:

         "Agent" shall mean Brown Brothers Harriman & Co., a New York limited
partnership;

         "Base Rate" shall have the meaning set forth in the Loan Agreement;

         "Obligation" means any obligation hereunder or otherwise of any Obligor
to the Bank or to any of its affiliates, whether direct or indirect, absolute or
contingent, due or to become due, now existing or hereafter arising including,
without limitation, any Liabilities as defined in the Loan Agreement; and

         "Obligor" means the undersigned, any guarantor or any other person
primarily or secondarily liable hereunder or in respect hereof, including any
person or entity who has pledged or granted to the Bank a security interest or
other lien in property on behalf of the undersigned to constitute collateral for
the Obligations.

SECTION 4.  MISCELLANEOUS.

         4.1 WAIVER, AMENDMENT. No delay or omission on the part of the Bank in
exercising any right hereunder shall operate as a waiver of such right or of any
other right under this Note. No waiver of any right or amendment hereto shall be
effective unless in writing and signed by the Bank nor shall a waiver on one
occasion be construed as a bar to or waiver of any such right on any future
occasion. Each Obligor waives presentment, demand, notice, protest, and all
other demands and notices in connection with the delivery, acceptance,
performance, default or enforcement of this Note or of any collateral for the
Obligations, and assents to any extensions or postponements of the time of
payment or any and all other indulgences under this Note or with respect to any
such collateral, to any and all substitutions, exchanges or releases of any such
collateral, or to any and all additions or releases of any other parties or
persons primarily or secondarily liable hereunder, which from time to time be
granted by the Bank in connection herewith regardless of the number or period of
any extensions.

         4.2 SECURITY; SET-OFF. The undersigned grants to the Bank, as security
for the full and punctual payment and performance of the Obligations, a
continuing lien on and security interest in all securities or other property
belonging to the undersigned now or hereafter held by the Bank and in all
deposits (general or special, time or demand, provisional or final) and other
sums credited by or due from the Bank to the undersigned or subject to
withdrawal by the undersigned; and regardless of the adequacy of

                                      -3-


<PAGE>

any collateral or other means of obtaining repayment of the Obligations, the
Bank is hereby authorized at any time and from time to time, after the
occurrence and during the continuation of an Event of Default without notice to
the undersigned (any such notice being expressly waived by the undersigned) and
to the fullest extent permitted by law, to set off and apply such deposits and
other sums against the Obligations of the undersigned, whether or not the Bank
shall have made any demand under this Note and although such Obligations may be
contingent or unmatured.

         4.3 TAXES. The undersigned agrees to indemnify the Bank from and hold
it harmless from and against any transfer taxes, documentary taxes, assessments
or charges made by any governmental authority by reason of the execution,
delivery, and performance of this Note and any collateral for the Obligations.

         4.4 EXPENSES. The undersigned will pay on demand all expenses of the
Bank in connection with the preparation, default, collection or enforcement of
this Note or any collateral for the Obligations, or any waiver or amendment of
any provision of any of the foregoing, including, without limitation, reasonable
attorneys fees of outside legal counsel, and including without limitation any
reasonable fees or expenses associated with any travel or other costs relating
to any appraisals, examinations, administration of the Obligations or any
collateral therefor, and the amount of all such expenses shall be an Obligation
secured by any such collateral.

         4.5 BANK RECORDS. The entries on the records of the Bank (including any
appearing on this Note) shall be prima facie evidence of the aggregate principal
amount outstanding under this Note and interest accrued thereon.

         4.6 FINANCIAL INFORMATION. The undersigned shall furnish the Bank from
time to time with such financial statements and other information relating to
any Obligor or any collateral securing this Note as and to the extent provided
in the Loan Agreement.

         4.7 GOVERNING LAW, CONSENT TO JURISDICTION. This Note is intended to
take effect as a sealed instrument and shall be governed by, and construed in
accordance with, the laws of The Commonwealth of Massachusetts, without regard
to its conflicts of laws rules. The undersigned agrees that any suit for the
enforcement of this Note may be brought in the courts of The Commonwealth of
Massachusetts or any Federal Court sitting in such Commonwealth and consents to
the non-exclusive jurisdiction of each such court and to service of process in
any such suit being made upon the undersigned by mail at the address specified
below. The undersigned hereby waives any objection that it may now or hereafter
have to the venue of any such suit or any such court or that such suit was
brought in an inconvenient court.

                                      -4-


<PAGE>

         4.8 SEVERABILITY; AUTHORIZATION TO COMPLETE; PARAGRAPH HEADINGS. If any
provision of this Note shall be invalid, illegal or unenforceable, such
provisions shall be severable from the remainder of this Note and the validity,
legality and enforceability of the remaining provisions shall not in any way be
affected or impaired thereby. The Bank is hereby authorized, without further
notice, to fill in any blank spaces on this Note, and to date this Note as of
the date funds are first advanced hereunder. Paragraph headings are for the
convenience of reference only and are not a part of this Note and shall not
affect its interpretation.

         4.9 JURY WAIVER. THE BANK (BY ITS ACCEPTANCE OF THIS NOTE) AND THE
UNDERSIGNED AGREE THAT NEITHER OF THEM, INCLUDING ANY ASSIGNEE OR SUCCESSOR
SHALL SEEK A JURY TRIAL IN ANY LAWSUIT, PROCEEDING, COUNTERCLAIM, OR ANY OTHER
LITIGATION PROCEDURE BASED UPON, OR ARISING OUT OF, THIS NOTE, ANY RELATED
INSTRUMENTS, ANY COLLATERAL OR THE DEALINGS OR THE RELATIONSHIP BETWEEN OR AMONG
ANY OF THEM. NEITHER THE BANK NOR THE UNDERSIGNED SHALL SEEK TO CONSOLIDATE ANY
SUCH ACTION WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT
BEEN WAIVED. THE PROVISIONS OF THIS PARAGRAPH HAVE BEEN FULLY DISCUSSED BY THE
BANK AND THE UNDERSIGNED, AND THESE PROVISIONS SHALL BE SUBJECT TO NO
EXCEPTIONS. NEITHER THE BANK NOR THE UNDERSIGNED HAS AGREED WITH OR REPRESENTED
TO THE OTHER THAT THE PROVISIONS OF THIS PARAGRAPH WILL NOT BE FULLY ENFORCED IN
ALL INSTANCES.

                                                         HARVARD APPARATUS, INC.

Witness:
                                                         -----------------------

                                                         By: /s/ David Green
-----------------------------------                          -------------------
                                                         Title: President
                                                               -----------------

                                                         Address:

                                                         84 October Hill Rd.
                                                         Holliston, MA

                                      -5-



<PAGE>

                                                                 Exhibit 2-1

                           COMMERCIAL PROMISSORY NOTE

$1,050,000.00                                              Boston, Massachusetts
                                                           March 2, 1999

         FOR VALUE RECEIVED, the undersigned promises to pay to the order of
BANKBOSTON, N.A. (together with any successors or assigns, the "Bank") at the
office of Brown Brothers Harriman & Co. (the "Agent") located at 40 Water
Street, Boston, Massachusetts pursuant to the Loan Agreement (defined below) ONE
MILLION FIFTY THOUSAND and 00/100 Dollars ($1,050,000.00) as provided below:

                  In quarterly principal installments of (a) $23,875.00 each
                  payable on May 1, 1999, August 1, 1999, November 1, 1999 and
                  February 1, 2000, (b) $35,813.00 each payable on May 1, 2000,
                  August 1, 2000, November 1, 2000, and February 1, 2001, (c)
                  $47,750.00 each payable on May 1, 2001, August 1, 2001,
                  November 1, 2001, and a final principal installment of the
                  entire remaining principal balance on January 29, 2002;

with interest thereon calculated at a floating rate equal to 1% above the Base
Rate per annum.

         Interest shall be payable quarterly in arrears commencing on May 1,
1999 and on each August 1, November 1, and February 1 thereafter and on the date
the final principal installment under this Note becomes due or the entire amount
of this Note becomes due and payable in full (whether by acceleration or
otherwise). If this Note bears interest at a floating rate, the applicable
floating rate shall change as and when the Base Rate changes. Interest shall be
calculated on the basis of a 360-day year for the actual number of days elapsed
including holidays and days on which the Bank is not open for the conduct of
banking business.

                                      -1-


<PAGE>

SECTION 1.  PAYMENT TERMS.

         1.1 PAYMENTS; PREPAYMENTS. All payments hereunder shall be made by the
undersigned to the Agent in United States currency at the Agent's address
specified above (or at such other address as the Agent may specify), in
immediately available funds, on or before 2:00 p.m. (Boston, Massachusetts time)
on the due date thereof. Payments received by the Agent prior to the occurrence
of an Event of Default will be applied FIRST to fees, expenses and other amounts
due hereunder (excluding principal and interest); SECOND, to accrued interest;
and THIRD to outstanding principal. After the occurrence of an Event of Default
payments will be applied to the Obligations under this Note as the Agent
determines in its sole discretion. The undersigned may pay all or a portion of
the amount owed earlier than it is due without penalty. If this Note is payable
in installments, prepayments shall be applied to installments of principal in
the inverse order of the date on which they become due. Amounts prepaid may not
be reborrowed.

         1.2      (Intentionally omitted.)

         1.3 DEFAULT RATE. To the extent permitted by applicable law, upon and
after the occurrence of an Event of Default (whether or not the Bank has
accelerated payment of this Note), interest on principal and overdue interest
shall, at the option of the Agent, be payable on demand at a rate per annum (the
"Default Rate") equal to 2% per annum above the rate of interest otherwise
payable hereunder.

SECTION 2.  DEFAULTS AND REMEDIES.

         2.1 DEFAULT. The occurrence of any Event of Default as defined in a
certain Amended and Restated Loan and Security Agreement of even date entered
into by and between, among others, the undersigned and the Agent (as may be
further amended, the "Loan Agreement").

         2.2 REMEDIES. Upon an Event of Default, or at any time thereafter, at
the option of the Agent, all Obligations of the undersigned shall become
immediately due and payable without notice or demand and, if the Obligations are
secured, the Agent shall then have in any jurisdiction where enforcement hereof
is sought, in addition to all other rights and remedies provided by agreement or
at law or in equity, the rights and remedies of a secured party under the
Uniform Commercial Code of Massachusetts. All rights and remedies of the Agent
are cumulative and are exclusive of any rights or remedies provided by law or
any other agreement, and may be exercised separately or concurrently.

                                      -2-

<PAGE>

SECTION 3.  DEFINITIONS.

         For purposes of this Note, the following definitions shall apply:

         "Agent" shall mean Brown Brothers Harriman & Co., a New York limited
partnership;

         "Base Rate" shall have the meaning set forth in the Loan Agreement;

         "Obligation" means any obligation hereunder or otherwise of any Obligor
to the Bank or to any of its affiliates, whether direct or indirect, absolute or
contingent, due or to become due, now existing or hereafter arising including,
without limitation, any Liabilities as defined in the Loan Agreement; and

         "Obligor" means the undersigned, any guarantor or any other person
primarily or secondarily liable hereunder or in respect hereof, including any
person or entity who has pledged or granted to the Agent a security interest or
other lien in property on behalf of the undersigned to constitute collateral for
the Obligations.

SECTION 4.  MISCELLANEOUS.

         4.1 WAIVER, AMENDMENT. No delay or omission on the part of the Agent in
exercising any right hereunder shall operate as a waiver of such right or of any
other right under this Note. No waiver of any right or amendment hereto shall be
effective unless in writing and signed by the Agent nor shall a waiver on one
occasion be construed as a bar to or waiver of any such right on any future
occasion. Each Obligor waives presentment, demand, notice, protest, and all
other demands and notices in connection with the delivery, acceptance,
performance, default or enforcement of this Note or of any collateral for the
Obligations, and assents to any extensions or postponements of the time of
payment or any and all other indulgences under this Note or with respect to any
such collateral, to any and all substitutions, exchanges or releases of any such
collateral, or to any and all additions or releases of any other parties or
persons primarily or secondarily liable hereunder, which from time to time be
granted by the Agent in connection herewith regardless of the number or period
of any extensions.

         4.2 SECURITY; SET-OFF. The undersigned grants to the Bank, as security
for the full and punctual payment and performance of the Obligations, a
continuing lien on and security interest in all securities or other property
belonging to the undersigned now or hereafter held by the Bank and in all
deposits (general or special, time or demand, provisional or final) and other
sums credited by or due from the Bank to the undersigned or subject to
withdrawal by the undersigned; and regardless of the adequacy of 

                                      -3-


<PAGE>

any collateral or other means of obtaining repayment of the Obligations, the
Bank is hereby authorized at any time and from time to time, after the
occurrence and during the continuation of an Event of Default without notice to
the undersigned (any such notice being expressly waived by the undersigned) and
to the fullest extent permitted by law, to set off and apply such deposits and
other sums against the Obligations of the undersigned, whether or not the Agent
shall have made any demand under this Note and although such Obligations may be
contingent or unmatured.

         4.3 TAXES. The undersigned agrees to indemnify the Bank from and hold
it harmless from and against any transfer taxes, documentary taxes, assessments
or charges made by any governmental authority by reason of the execution,
delivery, and performance of this Note and any collateral for the Obligations.

         4.4 EXPENSES. The undersigned will pay on demand all expenses of the
Bank in connection with the preparation, default, collection or enforcement of
this Note or any collateral for the Obligations, or any waiver or amendment of
any provision of any of the foregoing, including, without limitation, reasonable
attorneys fees of outside legal counsel, and including without limitation any
reasonable fees or expenses associated with any travel or other costs relating
to any appraisals, examinations, administration of the Obligations or any
collateral therefor, and the amount of all such expenses shall be an Obligation
secured by any such collateral.

         4.5 AGENT RECORDS. The entries on the records of the Agent (including
any appearing on this Note) shall be prima facie evidence of the aggregate
principal amount outstanding under this Note and interest accrued thereon.

         4.6 FINANCIAL INFORMATION. The undersigned shall furnish the Agent from
time to time with such financial statements and other information relating to
any Obligor or any collateral securing this Note as and to the extent provided
in the Loan Agreement.

         4.7 GOVERNING LAW, CONSENT TO JURISDICTION. This Note is intended to
take effect as a sealed instrument and shall be governed by, and construed in
accordance with, the laws of The Commonwealth of Massachusetts, without regard
to its conflicts of laws rules. The undersigned agrees that any suit for the
enforcement of this Note may be brought in the courts of The Commonwealth of
Massachusetts or any Federal Court sitting in such Commonwealth and consents to
the non-exclusive jurisdiction of each such court and to service of process in
any such suit being made upon the undersigned by mail at the address specified
below. The undersigned hereby waives any objection that it may now or hereafter
have to the venue of any such suit or any such court or that such suit was
brought in an inconvenient court.

                                      -4-


<PAGE>

         4.8 SEVERABILITY; AUTHORIZATION TO COMPLETE; PARAGRAPH HEADINGS. If any
provision of this Note shall be invalid, illegal or unenforceable, such
provisions shall be severable from the remainder of this Note and the validity,
legality and enforceability of the remaining provisions shall not in any way be
affected or impaired thereby. The Bank is hereby authorized, without further
notice, to fill in any blank spaces on this Note, and to date this Note as of
the date funds are first advanced hereunder. Paragraph headings are for the
convenience of reference only and are not a part of this Note and shall not
affect its interpretation.

         4.9 JURY WAIVER. THE BANK (BY ITS ACCEPTANCE OF THIS NOTE) AND THE
UNDERSIGNED AGREE THAT NEITHER OF THEM, INCLUDING ANY ASSIGNEE OR SUCCESSOR
SHALL SEEK A JURY TRIAL IN ANY LAWSUIT, PROCEEDING, COUNTERCLAIM, OR ANY OTHER
LITIGATION PROCEDURE BASED UPON, OR ARISING OUT OF, THIS NOTE, ANY RELATED
INSTRUMENTS, ANY COLLATERAL OR THE DEALINGS OR THE RELATIONSHIP BETWEEN OR AMONG
ANY OF THEM. NEITHER THE BANK NOR THE UNDERSIGNED SHALL SEEK TO CONSOLIDATE ANY
SUCH ACTION WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT
BEEN WAIVED. THE PROVISIONS OF THIS PARAGRAPH HAVE BEEN FULLY DISCUSSED BY THE
BANK AND THE UNDERSIGNED, AND THESE PROVISIONS SHALL BE SUBJECT TO NO
EXCEPTIONS. NEITHER THE BANK NOR THE UNDERSIGNED HAS AGREED WITH OR REPRESENTED
TO THE OTHER THAT THE PROVISIONS OF THIS PARAGRAPH WILL NOT BE FULLY ENFORCED IN
ALL INSTANCES.

                                                  HARVARD APPARATUS, INC.

Witness:                                          ----------------------------

                                                  By: /s/ David Green
                                                     -------------------------
                                                  Title: President
---------------------------                              ---------------------
                                                  Address:

                                                  84 October Hill Rd.
                                                  Holliston, MA

                                      -5-


<PAGE>

                                                       Exhibit 5-7(a) and (b)

                             ASSIGNMENT OF CONTRACTS
                     AND ASSUMPTION OF LIABILITIES AGREEMENT

         This Agreement is made March 2, 1999 by and between Pharmacia Biotech
(Biochrom) Limited, a limited liability company incorporated in England with
registered number 974213, whose registered office is at Unit 22 Phase I
Cambridge Science Park, Milton Road, Cambridge England CB4 4FJ ("Seller") and
Biochrom Limited, a limited liability company incorporated in England with
registered number 3526954, whose registered office is at Unit 22 Phase I
Cambridge Science Park, Milton Road, Cambridge England CB4 4FJ ("Buyer").

                                   WITNESSETH:

         WHEREAS, the Seller now carries on and has for some years past been
carrying on as the legal and beneficial owner of the business of manufacturing,
designing, developing and selling products, including without limitation,
spectrophotometers and amino acid analyzers and related accessories, chemicals,
service, software and spare parts (the "Business");

         WHEREAS, pursuant to the terms of an Asset Purchase Agreement dated
March 2, 1999 (the "Purchase Agreement"), by and between Seller, Pharmacia &
Upjohn, Inc., a Delaware corporation, Buyer and Harvard Apparatus, Inc., a
Massachusetts corporation, Buyer has agreed to purchase from Seller, and Seller
has agreed to sell to Buyer, the Business and Subject Assets (all terms used
herein and not defined shall have the meaning set forth in the Purchase
Agreement); and

         WHEREAS, Seller is a party to those contracts and agreements described
in Section 3.11 of the Asset Purchase Agreement (the "Assumed Contracts") and
desires to transfer and assign to Buyer all of Seller's rights under and
interest in and to the Assumed Contracts.

         NOW, THEREFORE, in consideration of the execution and delivery of the
Purchase Agreement, and of the mutual covenants contained therein, and other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereby agree as follows:

         1. Seller hereby transfers, assigns and sets over to Buyer free from
all claims, charges, liens, encumbrances, equities and adverse rights of any
description together with all rights now or hereafter attaching to them:

                  1.1      all the Goodwill of the Seller in connection with the
                           Business and the exclusive right of the Buyer and its
                           successors and assigns to represent itself as
                           carrying on the Business in succession to the Seller;
                           and


<PAGE>

                  1.2      the full benefit of all of Seller's rights under and
                           interest in and to the Assumed Contracts (so far in
                           each case as the Seller can assign the same) subject
                           to terms, covenants and other conditions thereof

                           to hold the same unto the Buyer absolutely.

         2. Buyer hereby assumes from and after the Closing the Assumed
Liabilities and all obligations arising or coming due under the Assumed
Contracts in accordance with and pursuant to the terms of the Purchase
Agreement. Except for the Assumed Liabilities and the obligations under the
Assumed Contracts, as provided in the Asset Purchase Agreement, Buyer shall not
assume or be bound by any obligations or liabilities of Seller or any affiliate
of Seller of any kind or nature, known, unknown, accrued, absolute, contingent
or otherwise, whether now existing or hereafter arising.

         3. This Agreement, the representations, warranties and covenants
hereunder and any sum which may become due by either Buyer or Seller hereunder
are subject to all the terms, representations, warranties, covenants,
indemnities and conditions contained in the Purchase Agreement.

         4. The Seller hereby covenants with the Buyer that the Seller shall, at
all times after the date of this Agreement, do all acts and execute all
documents as may be reasonably necessary or desirable to secure to the Buyer the
full benefit of the interest, connection and custom of the Seller in the
Business hitherto carried on by it free from all claims, charges, liens,
encumbrances, equities and any adverse rights of any description.

         5. This Agreement may be executed in two or more counterparts, each of
which shall be deemed an original, but all of which shall constitute one and the
same document.

         6. This Agreement shall be construed under and governed by the internal
laws of the State of New York without regard to its conflict of laws provisions.
The preceding notwithstanding, the parties acknowledge that Seller's Business is
situated in England and Wales and that, accordingly, the laws of England and
Wales of a mandatory nature may apply to certain matters. To the extent
necessary to give effect to the transfers and assignments hereunder under
English law, the parties agree that this Agreement is also executed as a deed
and that it is delivered upon dating it.

                                       2


<PAGE>

         IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above written.

                                            PHARMACIA BIOTECH (BIOCHROM) LIMITED

                                            By: /s/ J.G. Lee  
                                                [second signatory not legible]
                                               ---------------------------------
                                            Name:  J.G. Lee
                                            Title: Director

                                            BIOCHROM LIMITED

                                            By: /s/ David Green
                                               ---------------------------------
                                            Name:  David Green
                                            Title: Director

Signed as a deed by        )
PHARMACIA BIOTECH          )
(BIOCHROM) LIMITED         )                [signature not legible]
acting by:                 )                ------------------------------------
                                            Director

                                            ------------------------------------
                                            Director/Secretary

Signed as a deed by        )
BIOCHROM LIMITED           )                /s/ David Green
acting by:                 )                ------------------------------------
                                            Director
                                            /s/ Chane Graziano
                                            ------------------------------------
                                            Director/Secretary

                                       3



<PAGE>

                                  SCHEDULE 6.2

                                RELATED ENTITIES

Ealing Scientific LTD.
D/B/A Harvard Apparatus Canada
6010 Vanden Abeele
Saint-Laurent Quebec H4S-1R9
Canada

Harvard Apparatus S.A.R.L.
6 avenue des Andes
Minipare Bat 8
91952 LES ULIS CEDEX
France

Harvard Apparatus LTD.
Fircroft Way
Edenbridge Kent TN8 68E
England

Biochrom Limited
Cambridge Science Park
Milton Road
Cambridge CB4 4FJ
England


<PAGE>

                                  SCHEDULE 6.4

                                   TRADE NAMES

i.       Trade Names & Styles

         Harvard Apparatus Inc.
         HAI Acquisition Corp.
         Guell LTD.
         Harvard Apparatus LTD.
         Ealing Scientific LTD.
         Harvard Apparatus Canada
         Harvard Apparatus S.A.R.L.
         Harvard Biosciences

ii.      Legal Names & Statuses

         Harvard Apparatus Inc.
         HAI Acquisition Corp.
         Guell LTD.
         Harvard Apparatus LTD.
         Ealing Scientific LTD.
         Harvard Apparatus S.A.R.L.

iii.     Entities/Parties From Whom Borrower Acquired Assets

         Welsh & Bailey Inc.
           formerly Harvard Apparatus Inc.
         Medical Systems Corporation of Greenvale New York

                                       2


<PAGE>

                                  SCHEDULE 6.5

                             LOCATIONS OF COLLATERAL

The following collateral are kept at other than the offices of the Borrower:

         A.       Original Stock Certificates:

                  Ealing Scientific LTD     17,500 shares
                  Harvard Apparatus LTD     35 shares
                  Biochrom Limited          [___] shares

         B.       Key Man Life Insurance Policies:

                  $1m      On Chane Graziano #00634149
                  $1m      On David Green    #00634151

                  Located in safe deposit box at:  Middlesex Bank
                                                   830 Washington Street.
                                                   Holliston, MA  01746

         C.       Tooling, Molds, Dies and Artwork:

                  Various items of above nature kept at vendors' location

                                       3


<PAGE>

                                  SCHEDULE 6.6

                                 TITLE TO ASSETS


         Leasetec Systems Credit has made precautionary UCC filings with respect
to certain leased equipment.














                                       4


<PAGE>

                                  SCHEDULE 6.7

                                  INDEBTEDNESS

         Indebtedness under Subordinated Debentures of the Borrower dated as of
March 15, 1996 in an aggregate principal amount outstanding as of February 8,
1999 of $787,500.















                                       5


<PAGE>

                                  SCHEDULE 6.8

                               INSURANCE POLICIES

         The Borrower has the following insurance policies in place:


<TABLE>
<S>                                       <C>                                       <C>
Key Man Life Insurance                    Lincoln Benefits Life Co.                 Chane Graziano #00634151
Key Man Life Insurance                    Lincoln Benefits Life Co.                 David Green #00634149
Automobile Insurance                      Arbella Mutual Ins. Co.                   #Q2N070654-00
Flood Insurance                           National Flood Ins. Co.                   #FL 1-6405-8902-2
Package Policy                            Chubb Ins. Group                          binder
Foreign Liability                         Chubb Ins. Group                          binder
Worker's Compensation                     Chubb Ins. Group                          # 7163-99-07
Commercial Umbrella                       Westchester Specialty Group               #CUA 102801-01
Crime/Fiduciary/Executive                 Chubb Ins. Group                          #8091-63-09-L
Business Travel Accident Ins.             AIG Life Ins. Co.                         # GTO804628
Customs Bond                              Roanoke Brokerage Serv. Co.               #0049601646/ser#1632552
</TABLE>



                                       6


<PAGE>

                                  SCHEDULES 6.9

                                    LICENSES

The Borrower holds the following licenses for:

         The manufacture and sale of CPK products

         The manufacture and sale of Microdialysis Probes

         The sale of pumps under US patent "Infusion Pump for at least one
         syringe" #8394481

         The manufacture and sale of oxygen imaging products under US Patent
         #4,947,850




                                       7


<PAGE>

                                  SCHEDULE 6.17

                                   LITIGATION

15 Smith St.         Plaintiff alleges environmental contamination close to a
                     site once occupied by The Harvard Apparatus Company.
                     Harvard Apparatus, Inc. has no relation to The Harvard
                     Apparatus Company.

Marie-Francois       Plaintiff is a former employee of Harvard Apparatus 
Lazzari              S.A.R.L. and is suing the company for wrongful termination.
(Pending)

Barry Cohen          The Borrower is suing for infringement of tradedress and
and Kent Scientific  unauthorized use of proprietary information.



                                       8


<PAGE>

                                  SCHEDULE 6.20

                              GOVERNMENT CONTRACTS


         The Borrower holds no Government Contracts other than those received in
the ordinary course of business in the form of purchase orders. At the present
time there are no such orders of a material amount.











                                       9


<PAGE>

                                  SCHEDULE 6.21

                        PATENTS TRADEMARKS & TRADE NAMES

A.  The Borrower has the rights to the following Trademarks, trade names and
    patents:

       CPK            -        US Trademark
       STRONGHOLD     -        US Trademark
       Whole Rat      -        named owned
       Infusion Pump for at least 1 syringe - Patent Application #8-394441

       Oxymap         -        US Tradename
       Oxyspot        -        US Tradename

B.  Biochrom Limited has the rights to the following trademarks, tradenames and
    patents:

    Registered trademarks:

       Biochrom* (Austria, Benelux, former Czechoslovakia, France, Germany, 
       Hungary, Italy, Switzerland, former Yugoslavia)

       GeneQuant (Great Britain)
       Novaspec (Great Britain)
       Ultrospec (Denmark, France, Great Britain, India**, Japan)
       Ultropac (France)

    *  registered owner is Pharmacia Biosystems GmbH.  There are two agreements
       with a German company regarding use of the "Biochrom" name.

   **  registered owner is Pharmacia AB.


   Common law trademarks:

       UniSpec
       UViMaster
       UViMaster Plus
       UViMaster PC

   Copyrights:

       Common law copyrights in connection with legally protectable
       drawings, circuit diagrams, printed circuitboard layouts,
       photographs for printed circuitboard production, manuals,
       promotional materials and software developed by Seller.

                                       10


<PAGE>

                                  SCHEDULE 6.24

                           PAYMENTS TO RELATED PARTIES

         1.  Interest and principle to Chane Graziano under sub debt and 
             Series A Preferred Stock.

         2.  Intercompany Loans:

             a.  Loan from Ealing Scientific LTD to Harvard Apparatus S.A.R.L.
                 in the principal amount of $168,000.

             b.  Loan from Harvard Apparatus LTD to Harvard Apparatus S.A.R.L.
                 in the principal amount of $78,00.

             c. Loan from Harvard Apparatus, Inc. to Harvard Apparatus LTD in
                 the principal amount of $80,000.








                                       11



<PAGE>

                                                                    Exhibit 5-10

DATED                                                                       1999
--------------------------------------------------------------------------------

(1)   BIOCHROM LIMITED

(2)   BROWN BROTHERS HARRIMAN & CO (AS AGENT)

(3)   BANKBOSTON N.A. (AS LENDER)

(4)   BROWN BROTHERS HARRIMAN & CO (AS LENDER)

--------------------------------------------------------------------------------

                            TRANCHE B LOAN AGREEMENT

                                 - relating to-

                 a US Dollar term loan facility of US$3,400,000

--------------------------------------------------------------------------------

                                    OLS WANG
                                  90 Long Acre
                                 London WC2E 9TT

                               Tel: 0171-208 8888
                               Fax: 0171-208 8800
                          email: olsmai1@olswang.co.uk

                               Ref: MPL/GDL/6866-1


<PAGE>

                                    CONTENTS

Clause                                                                      Page

1.      DEFINITIONS AND INTERPRETATION ........................................1
2.      FACILITY .............................................................17
        2.1      Facility ....................................................17
        2.2      Commitments .................................................17
        2.3      Obligations several .........................................17
        2.4      Rights several ..............................................17
3.      PURPOSE ..............................................................17
        3.1      Purpose of the Term Loan Facility ...........................17
        3.2      Undertaking by the Borrower .................................18
        3.3      No Liability ................................................18
4.      CONDITIONS PRECEDENT .................................................18
        4.1      Conditions Precedent ........................................18
        4.2      Confirmation of Satisfaction ................................18
5.      [ILLEGIBLE] ..........................................................18
        5.1      Drawdown ....................................................18
        5.2      Conditions to the Advance ...................................18
        5.3      Drawdown Notice .............................................19
        5.4      Advance .....................................................19
        5.5      Cash Management .............................................19
6.      INTEREST .............................................................19
        6.1      Interest Rate ...............................................19
        6.2      Interest Periods ............................................19
        6.3      Default Interest ............................................19
        6.4      Calculation and Payment of Interest .........................20


<PAGE>


        9.8      Grossing-up .................................................26
10.     SECURITY .............................................................29
        10.1     Security Documents ..........................................29
        10.2     Interest Rate Protection Agreements .........................29
        10.3     Release of Security on Disposals ............................29
11.     REPRESENTATIONS AND WARRANTIES .......................................30
        11.1     Representations and Warranties ..............................30
        11.2     Repetition ..................................................34
12.     UNDERTAKINGS .........................................................34
        12.1     Information Undertakings ....................................34
        12.2     Positive Undertakings .......................................36
        12.3     Negative Undertakings .......................................38
13.     DEFAULT ..............................................................41
        13.1     Default .....................................................41
        13.2     Acceleration, etc ...........................................44
14.     SET-OFF ..............................................................44
15.     FEES AND EXPENSES ....................................................45
        15.1     Expenses ....................................................45
        15.2     Documentary Taxes Indemnity .................................45
        15.3     VAT .........................................................45
        15.4     Indemnity Payments ..........................................46
16.     WAIVERS; REMEDIES CUMULATIVE .........................................46
17.     MISCELLANEOUS ........................................................46
        17.1     Severance ...................................................46
        17.2     Counterparts ................................................46
        17.3     Euro ........................................................46
        17.4     Sharing payments ............................................47
18.     THE AGENT AND THE LENDERS ............................................48
        18.1     Appointment of the Agent ....................................48
        18.2     Instructions of Majority Lenders ............................48
        18.3     Responsibility of the Agent .................................48
        18.4     Assessment of the Borrower ..................................49
        18.5     Default .....................................................49
        18.6     Information .................................................50
        18.7     The position of the Agent ...................................50
        18.8     Liability ...................................................50
        18.9     Indemnities .................................................50
        18.10    Compliance ..................................................51
        18.11    Changes of Agent ............................................51
        18.12    Amendment with Majority Lenders' consent ....................52
19.     TRANSFERS OF PARTICIPATIONS ..........................................52
        19.1     Novation by Transfer Certificate ............................52
        19.2     Effect of Transfer Certificate ..............................52
        19.3     Obligations prior to Transfer Certificate ...................53
        19.4     Signing of Transfer Certificate .............................53
        19.5     Administration Fee ..........................................53
        19.6     Protection of Agent .........................................53


<PAGE>

        19.7     Notification ................................................54
        19.8     No liability of Existing Lender .............................54
        19.9     Information .................................................54
20.     NOTICES ..............................................................54
        20.1     Method ......................................................54
        20.2     Delivery ....................................................54
        20.3     Addresses ...................................................54
        20.4     Deemed Receipt ..............................................56
21.     ASSIGNMENTS AND TRANSFERS ............................................56
        21.1     Benefit of Agreement ........................................56
        21.2     Assignments and Transfers by the Borrower ...................56
        21.3     Assignments by Agent ........................................56
        21.4     Transfers by Agent ..........................................56
        21.5     Consequences of Transfer ....................................57
        21.6     Publicity ...................................................57
22.     INDEMNITIES ..........................................................57
        22.1     Breakage Costs Indemnity ....................................57
        22.2     Currency Indemnity ..........................................57
        22.3     General .....................................................58
23.     LAW ..................................................................58

 THE FIRST SCHEDULE
        Conditions Precedent .................................................59

 THE SECOND SCHEDULE
        Drawdown Notice ......................................................61

 THE THIRD SCHEDULE
        Transfer Certificate .................................................62

 THE FOURTH SCHEDULE
        Properties ...........................................................64


<PAGE>

THIS AGREEMENT is made the         day of                        1999

BETWEEN:

(1)   BIOCHROM LIMITED, a company incorporated in England and Wales with Company
      Registration No. 3526954 ("Borrower");

(2)   BROWN BROTHERS HARRIMAN & CO in its capacity as agent (the "Agent") New
      York limited partnership, with offices at 40 Water Street, Boston,
      Massachusetts, as agent for the rateable benefit of the "Lenders", who
      are, at the date of this Agreement, those parties identified below as
      parties 3 and 4 below in this statement of parties;

(3)   BANKBOSTON N.A., in its capacity herein as a "Lender", a national banking
      association, with its principal offices at [ILLEGIBLE] Street, Boston,
      Massachusetts; and

(4)   BROWN BROTHERS HARRIMAN & CO., in its capacity herein as a "Lender", New
      York limited partnership, with offices at 40 Water Street, Boston,
      Massachusetts.

IT IS AGREED as follows:

1.    DEFINITIONS AND INTERPRETATION

1.1   In this Agreement the following words and expressions shall have the
      following meanings unless the context requires otherwise:

      "Accounting Principles"       the GAAP used in the preparation of the
                                    Business Plan;

      "Accounts":                   (i)     in relation to the Borrower, its
                                            audited and (if applicable)
                                            consolidated accounts (including all
                                            additional information and notes to
                                            the accounts) together with the
                                            relevant directors' report and
                                            auditors' report; and

                                    (ii)    in relation to any other Charging
                                            Group Company from time to time, its
                                            audited accounts (including all
                                            additional information and notes to
                                            the accounts) together with the
                                            relevant directors' report and
                                            auditors' report;

      "Acquisition Agreement"       the sale and purchase agreement dated on or
                                    before the date of this Agreement relating
                                    to the sale and purchase of the Target
                                    Assets and made between the Vendors and the
                                    Borrower;


                                       1

<PAGE>

      "Acquisition Costs"           those fees, commissions, costs and expenses
                                    properly incurred by the Borrower in
                                    relation to its acquisition of the Target
                                    Assets;

      "Acquisition Documents"       the Acquisition Agreement together with all
                                    Schedules 2.2(a), 2.10, 3.10, 3.12 and 3.22
                                    and Exhibits 7.1(g), 7.1(h), 7.1(i) and
                                    7.1(m);

      "Act"                         the Companies Act 1985;

      "Advance"                     the advance made or to be made to the
                                    Borrower under the Term Loan Facility;

      "Affiliate"                   in relation to a body corporate, any company
                                    in which that body corporate or any
                                    subsidiary or holding company or any
                                    subsidiary of any holding company of that
                                    body corporate holds 25% or more of the
                                    issued share capital giving the right to
                                    attend and vote at general meetings of Chat
                                    company;

      "Agent Security":             (i)      a Guarantee executed or to be
                                             executed by each Charging Group
                                             Company in favour of the Agent;

                                    (ii)     a Debenture executed or to be
                                             executed by each Charging Group
                                             Company in favour of the Agent;

                                    (iii)    any guarantee and any document
                                             creating security executed and
                                             delivered after the date of this
                                             Agreement as security for any of
                                             the obligations and liabilities of
                                             the Borrower and any other Group
                                             Company under any Financing
                                             Document;

      "Auditors"                    in relation to each Group Company, KPMG or
                                    any other firm of chartered accountants of
                                    internationally recognised standing that has
                                    been appointed as auditors of such Group
                                    Company;

      "Base Rate"                   the US$ base rate of the Agent from time to
                                    time;

      "Business Day"                a day (other than a Saturday or Sunday) on
                                    which banks and foreign exchange markets are
                                    open for business in London and Boston,
                                    Massachusetts;


                                       2

<PAGE>

      "Business Plan"               the business plan for the Group prepared by
                                    or on behalf of the Borrower comprising a
                                    document entitled "Executive Summary" dated
                                    27 October 1997 and an undated document
                                    entitled "Biochrom Growth Plan" describing
                                    the nature of, and prospects for, the
                                    Borrower's businesses and operations;

      "Certified Copy"              in relation to a document, a copy of that
                                    document bearing the endorsement "Certified
                                    a true, complete and accurate copy of the
                                    original, which has not been amended
                                    otherwise than by a document, a Certified
                                    Copy of which is attached hereto", which has
                                    been signed and dated by a duly authorised
                                    officer of the relevant company or by its
                                    solicitor on its behalf and which complies
                                    with that endorsement;

      "Change"                      in relation to the Agent any Lender (or any
                                    body corporate of which the Agent or any
                                    Lender is a Subsidiary), the introduction,
                                    implementation, repeal, withdrawal or change
                                    in, or in the interpretation or application
                                    (in each case occurring after the date of
                                    this Agreement) of:

                                    (i)      any law, regulation, practice or
                                             concession; or

                                    (ii)     any directive, requirement, request
                                             or guidance (whether or not having
                                             the force of law but if not having
                                             the force of law, one which applies
                                             generally to a class or category of
                                             financial institutions of which the
                                             Agent or such Lender (or that body
                                             corporate) forms part and
                                             compliance with which is in
                                             accordance with the general
                                             practice of those financial
                                             institutions) of the European
                                             Community, any central bank
                                             including the European Central
                                             Bank, the Board of Governors of the
                                             Federal Reserve System of the
                                             United States or any other United
                                             States authority or any other
                                             fiscal, monetary, regulatory or
                                             other authority in accordance with
                                             whose instructions the Agent and
                                             the Lenders and similar financial
                                             institutions customarily act;


                                       3

<PAGE>

      "Change of Control"           means a change of control of the Borrower
                                    and/or a Charging Group Company as defined
                                    in Section 840 of the Income and Corporation
                                    Taxes Act 1988;

      "Charging Group Companies"    the Borrower and each of its Subsidiaries
                                    which has granted, or is by the terms of
                                    this Agreement obliged to grant, a Guarantee
                                    and Debenture and "Charging Group Company"
                                    shall be construed accordingly;

      "Commitment"                  subject to Clause 2.3 as follows:

                                    --------------------------------------------
                                    Lender                 Dollar     Commitment
                                                         Commitment   Percentage
                                    --------------------------------------------
                                    Brown Brothers          1.7m          50%
                                    Harriman & Co.
                                    --------------------------------------------
                                    BankBoston N.A.,        1.7m          50%
                                    --------------------------------------------

      "Commitment Percentage"       as provided in the definition of Commitment
                                    above;

      "Completion"                  the completion of the sale and purchase of
                                    the Target Assets pursuant to the
                                    Acquisition Agreement;

      "Dangerous Materials"         any element or substance, whether consisting
                                    of gas, liquid, solid or vapour, identified
                                    by any Environmental Law to be, to have
                                    been, or to be capable of being or becoming,
                                    harmful to mankind or any living organism or
                                    damaging to the Environment;

      "Debenture"                   a debenture in the agreed form executed or
                                    to be executed in favour of the Agent (as
                                    security agent and trustee for the Lenders);

      "Deed of Assignment"          a deed of assignment of even date herewith
                                    made between the Parent and the Agent;

      "Default"                     any event specified as such in Clause 13.1;

      "Default Notice"              has the meaning given to that term in
                                    sub-clause 13.2.1;

      "Disclosure Letter"           has the meaning given to that term in the
                                    Acquisition Agreement;


                                       4

<PAGE>

      "Disposal"                    a sale, transfer or other disposal
                                    (including without limitation by way of
                                    lease or loan) by a person of all or part of
                                    its assets, whether by one transaction or a
                                    series of transactions and whether at the
                                    same time or over a period of time;

      "Distribution Agreement"      the distribution agreement entered into on
                                    or about the date hereof between the
                                    Borrower and Amersham Pharmacia AD:

      "Dollar Commitment"           as provided in the definition of Commitment
                                    above;

      "Drawdown Date"               the date on which the Advance is made, or is
                                    proposed to be made;

      "Drawdown Notice"             a notice substantially in the form set out
                                    in the Second Schedule hereto;

      "Encumbrance"                 any mortgage, charge, assignment by way of
                                    security, pledge, hypothecation, lien, right
                                    of set-off, retention of title provision,
                                    trust or flawed asset arrangement (for the
                                    purpose of, or which has the effect of,
                                    granting security) or any other similar
                                    security interest, or any agreement, whether
                                    conditional or otherwise, to create any of
                                    the same, or any agreement to sell or
                                    otherwise dispose of any asset on terms
                                    whereby such asset is or is intended to be
                                    leased to or reacquired or acquired by any
                                    Group Company;

      "Environment"                 all or any of the following media: air
                                    (including air within buildings or other
                                    structures and whether above or below
                                    ground); land (including buildings and any
                                    other structures or erections in, on or
                                    under it and any soil and anything below the
                                    surface of land); land covered with water;
                                    and water (including sea, ground and surface
                                    water);

      "Environmental Law"           any statutory or common law, treaty,
                                    convention, directive or regulation having
                                    legal or judicial effect whether of a
                                    criminal or civil nature, concerning:

                                    (i)      pollution or contamination of the
                                             Environment;


                                       5

<PAGE>

                                    (ii)     harm, whether actual or potential,
                                             to mankind and human senses, living
                                             organisms and ecological systems;

                                    (iii)    the generation, manufacture,
                                             processing, distribution, use
                                             (including abuse), treatment,
                                             storage, disposal, transport or
                                             handling of Dangerous Materials; or

                                    (iv)     the emission, leak, release or
                                             discharge into the Environment of
                                             noise, vibration, dust, fumes, gas,
                                             odours, smoke, steam, effluvia,
                                             heat, light, radiation (of any
                                             kind), infection, electricity or
                                             any Dangerous Material and any
                                             matter or thing capable of
                                             constituting a nuisance or an
                                             actionable tort of any kind in
                                             respect of such matters;

      "Final Repayment Date"        31 January 2002;

      "Finance Lease"               any lease which should be capitalised in
                                    accordance with GAAP;

      "Financial Year"              in relation to a company, has the meaning
                                    given to that expression in Section 223 of
                                    the Act;

      "Financing Documents"         each of this Agreement, the Tranche A Loan
                                    Agreement, the Interest Rate Protection
                                    Agreements and the Security Documents (and
                                    each of such agreements and documents being
                                    a Financing Document);

      "FRS"                         together with a number means the financial
                                    reporting standard issued by the Accounting
                                    Standards Board for application in England
                                    and Wales and identified by reference to
                                    that number;

      "GAAP"                        in relation to a company, accounting
                                    principles, concepts, bases and policies
                                    generally adopted and accepted in the
                                    jurisdiction of its incorporation;

      "Group"                       the Borrower, and each of its Subsidiaries
                                    both now and in the future and "Group
                                    Company" means any one of them;


                                       6

<PAGE>

      "Guarantee"                   a guarantee in the Agent's standard form
                                    executed or to be executed in favour of the
                                    Agent;

      "holding company"             has the meaning given in sections 736 and
                                    736(a) of the Act;

      "Indebtedness"                in relation to a person, its obligation
                                    (whether present or future, actual or
                                    contingent, as principal or surety) for the
                                    payment or repayment of money (whether in
                                    respect of interest, principal or otherwise)
                                    incurred in respect of:

                                    (i)      monies borrowed or raised;

                                    (ii)     any bond, note, loan stock,
                                             debenture or similar instrument;

                                    (iii)    any acceptance credit, bill
                                             discounting, note purchase,
                                             factoring or documentary credit
                                             facility;

                                    (iv)     the supply of any goods or services
                                             which is more than 45 days past the
                                             expiry of the period customarily
                                             allowed by the relative supplier
                                             after the due date except where the
                                             liability to pay the relevant
                                             supplier is being contested in good
                                             faith;

                                    (v)      any guarantee, bond, stand-by
                                             letter of credit or other similar
                                             instrument issued in connection
                                             with the performance of contracts;

                                    (vi)     any interest rate or currency swap
                                             agreement or any other hedging or
                                             derivatives instrument or agreement
                                             making allowance for any permitted
                                             netting of obligations;

                                    (vii)    any arrangement pursuant to which
                                             any asset sold or otherwise
                                             disposed of by that person is or is
                                             intended to be leased to or
                                             reacquired by a Group Company
                                             (whether following the exercise of
                                             an option or otherwise); or


                                       7

<PAGE>

                                    (viii)   (without double counting) any
                                             guarantee, indemnity or similar
                                             insurance against financial loss
                                             given in respect of the obligation
                                             of any person of a type arising
                                             under any of heads (i) to (vii)
                                             above;

      "Information Package":        the Business Plan;

      "Intellectual Property"       all patents, certificates of addition,
                                    supplementary certificates of addition,
                                    supplementary protection certificates, petty
                                    patents, utility models, plant variety
                                    rights (including applications for any of
                                    the foregoing and any improvement and any
                                    rewards or, extensions and rights to apply
                                    therefor in any part of the world), designs
                                    (whether registered or unregistered),
                                    copyrights (whether registered or
                                    unregistered, trade names, business names
                                    and brand names, knowhow, formulae,
                                    confidential information, trade secrets,
                                    computer software programs and systems, semi
                                    conductor chips, databases and any similar
                                    rights existing in any country (including
                                    the benefit of any licences or consents
                                    relating to any of the above) and all fees,
                                    royalties or other rights derived therefrom
                                    or incidental thereto in any part of the
                                    world;

      "Interest Date"               the date on which interest is payable in
                                    accordance with Clause 6 below;

      "Interest Rate Protection     each agreement entered into or to be entered
      Agreements"                   into between the Borrower and the Agent for
                                    the purpose of hedging the Borrower's
                                    interest rate liabilities in relation to all
                                    or any part of the Term Loan;

      "Interest Period"             each period determined in accordance with
                                    Clause 6 for the purpose of calculating
                                    interest on Advances or overdue amounts;

      "Lenders"                     BankBoston, N.A. and Brown Brothers Harriman
                                    & Co and each of its respective successors
                                    and assigns permitted in accordance with the
                                    terms of this Agreement and "Lender" shall
                                    be construed accordingly;

      "Lending Office"              the office set out under the Agent's and/or
                                    the Lender's name in Clause 20 or such other
                                    office


                                       8

<PAGE>

                                    in the United States through which the Agent
                                    maintains the Facility under this Agreement;

      "Loan"                        the aggregate outstanding amount of the
                                    Advance at any one time;

      "Loan Instalment"             has the meaning given to that term in Clause
                                    7.1;

      "Loan Instalment Repayment    has the meaning given to that term in Clause
      Date"                         7.1;

      "Majority Lenders"            at any time Lenders to which more than 
                                    66 2/3 per cent. of the Loan are owing at
                                    such time or, if the Loan is not
                                    outstanding, Lenders whose Commitments then
                                    aggregate more than 66 2/3 per cent. of the
                                    aggregate of all Commitments (or, if all
                                    Commitments have been reduced to zero,
                                    aggregated more than 66 2/3 per cent. of the
                                    aggregate of all Commitments immediately
                                    before such reduction to zero), save that
                                    where there shall only be two Lenders the
                                    Majority Lenders shall mean both of them
                                    together;

      "Margin"                      1 per cent. per annum;

      "Material Adverse Effect"     an event or series of events which have a
                                    material adverse effect on:

                                    (i)      the ability of any Charging Group
                                             Company to comply with its material
                                             obligations (which include for the
                                             avoidance of doubt any of its
                                             payment obligations) under any
                                             Financing Document; or

                                    (ii)     the financial condition of the
                                             Parent and its Subsidiaries taken
                                             as a whole;

      "Operating Budget"            in relation to the Group and the period
                                    starting not later than the date of this
                                    Agreement and ending on 31 December 1999,
                                    the Business Plan, and in relation to each
                                    successive 12 month period thereafter during
                                    the Security Period:

                                    (i)      a projected balance sheet; and

                                    (ii)     a projected profit and loss
                                             account;


                                       9

<PAGE>

                                    relative to each such period and on a month
                                    by month basis and with commentary prepared
                                    and approved by the board of directors of
                                    the Borrower drawing on the previous
                                    period's performance and forecast market
                                    conditions;

      "Operating Lease"             a hire agreement, conditional sale agreement
                                    or instalment sale and purchase agreement
                                    (other than a lease of real property) which
                                    is not a Finance Lease;

      "Parent"                      Harvard Apparatus, Inc. a Massachusetts
                                    corporation with its principal offices at 84
                                    October Hill Road, Holliston, Massachusetts;

      "Party"                       a party to this Agreement;

      "Permitted Encumbrance":      (i)      any Encumbrance created under the
                                             Financing Documents;

                                    (ii)     any right of set-off or lien, in
                                             each case arising by operation of
                                             law or by contract in the ordinary
                                             course of its trading activities;

                                    (iii)    any retention of title to goods
                                             supplied to a Charging Group
                                             Company in the ordinary course of
                                             its trading activities;

                                    (iv)     any right of set-off over credit
                                             balances on bank accounts of
                                             Charging Group Companies arising in
                                             the ordinary course of the banking
                                             arrangements of the Borrower;

                                    (v)      any agreement entered into by a
                                             Charging Group Company in the
                                             ordinary course of its trading
                                             activities to sell or otherwise
                                             dispose of any asset on terms
                                             whereby that asset is or is
                                             intended to be leased to or
                                             reacquired or acquired by a
                                             Charging Group Company;

                                    (vi)     any Encumbrance over an asset of a
                                             company which becomes a Subsidiary
                                             of the Borrower (other than by
                                             reason of its incorporation) after
                                             the date of this Agreement, being
                                             an Encumbrance which is in
                                             existence at the time at which


                                       10

<PAGE>

                                             that company becomes such a
                                             Subsidiary but only if:

                                             (a)    that Encumbrance was not
                                                    created in contemplation of
                                                    that company becoming such a
                                                    Subsidiary;

                                             (b)    the principal amount secured
                                                    by that Encumbrance has not
                                                    been and shall not be
                                                    increased; and

                                             (c)    that Encumbrance is
                                                    discharged within six months
                                                    of the date on which that
                                                    company became such a
                                                    Subsidiary;

                                    (vii)    any Encumbrance over an asset
                                             acquired by a Charging Group
                                             Company after the date of this
                                             Agreement and subject to which that
                                             asset is acquired but only if:

                                             (a)    that Encumbrance was not
                                                    created in contemplation of
                                                    its acquisition by that
                                                    company;

                                             (b)    the amount secured by that
                                                    Encumbrance has not been
                                                    increased in contemplation
                                                    of, or since the date of.
                                                    its acquisition by that
                                                    company; and

                                             (c)    that Encumbrance is
                                                    discharged within six months
                                                    of the date of its
                                                    acquisition by that company;

                                    (viii)   the Subordinated Security;

                                    (ix)     any Encumbrance not otherwise
                                             permitted pursuant to
                                             sub-paragraphs (i) to (viii) above
                                             (inclusive) in respect of any
                                             assets not exceeding, in aggregate,
                                             (pound)10,000 in value;

      "Permitted Indebtedness"      (i)      Indebtedness under any Financing
                                             Document;

                                    (ii)     Indebtedness under any Finance
                                             Lease;


                                       11

<PAGE>

                                    (iii)    Indebtedness under any Operating
                                             Lease permitted by Clause 12.3.11;

                                    (iv)     Indebtedness of any Charging Group
                                             Company to the Parent or another
                                             Charging Group Company;

                                    (v)      Indebtedness of any Group Company
                                             to the extent it is the subject of
                                             a Guarantee and a Debenture;

                                    (vi)     Indebtedness referred to in
                                             subparagraph (iv) of the definition
                                             of Indebtedness where the liability
                                             to pay the relevant supplier is
                                             being contested in good faith;

                                    (vii)    the Subordinated Loan; and

                                    (viii)   Indebtedness not otherwise referred
                                             to in sub-paragraphs (i) to (vii)
                                             above (inclusive) in an aggregate
                                             principal amount not exceeding
                                             (pound)25,000 for the Group taken
                                             as a whole;

      "Potential Default"           [ILLEGIBLE] of materiality or the
                                    satisfaction of any other condition under
                                    Clause 13.1, would be a Default;

      "Properties"                  all freehold and leasehold properties listed
                                    in the Fourth Schedule hereto;

      "Quarter Date"                each of 1 February, 1 May, 1 August and 1
                                    November (save that in respect of the first
                                    Quarter Date hereunder it shall be 1 June
                                    1999);

      "Recognised Bank"             at any time:

                                    (a)      a person [ILLEGIBLE] defined in
                                             section 840A of the Income and
                                             Corporation Taxes Act 1988) and
                                             which is within the charge to UK
                                             corporation tax as regards any
                                             interest [ILLEGIBLE] it (as the
                                             case may be) under or in connection
                                             with this Agreement and any other
                                             Financing Documents; or


                                       12

<PAGE>

                                    (b)      if at any time section 349 and/or
                                             section 840A of the Income and
                                             Corporation Taxes Act 1938 (or a
                                             statutory reenactment or
                                             modification thereof, in
                                             substantially the same form and
                                             context as at the date hereof)
                                             shall not at any time continue in
                                             full force and effect a bank
                                             carrying on a bona fide banking
                                             business in the United Kingdom
                                             which is within the charge to UK
                                             corporation tax as regards any
                                             interest received or receivable by
                                             it under or in connection with this
                                             Agreement and any other Financing
                                             Documents; or

                                    (c)      a person who is resident (as such
                                             term is defined in the relevant
                                             double tax treaty) in a country
                                             which has a double tax treaty with
                                             the United Kingdom giving residents
                                             of that country an exemption from
                                             United Kingdom taxation on interest
                                             and does not carry on a trade or
                                             business in the United Kingdom
                                             through a permanent establishment
                                             with which the Term Loan Facility
                                             is effectively connected; or

                                    (d)      any other institution (not falling
                                             within paragraphs (a), (b) or (c)
                                             above) which has produced prior to
                                             the date on which interest is
                                             receivable by it hereunder a valid
                                             notice issued by the Inland Revenue
                                             directing that interest be paid by
                                             the Borrower without deduction of
                                             income tax;

      "Reservations"                the principle that equitable remedies are
                                    remedies which may be granted or refused at
                                    the discretion of the court, the limitation
                                    of enforcement by laws relating to
                                    bankruptcy, insolvency, liquidation,
                                    reorganisation, court schemes, moratoria,
                                    administration and other laws generally
                                    affecting the rights of creditors, the time
                                    barring of claims under the Limitation Act
                                    1980, the possibility that an undertaking to
                                    assume liability for or to indemnity against
                                    nonpayment of United Kingdom stamp duty may
                                    be voided defences of set-off or
                                    counterclaim and


                                       13

<PAGE>

                                    similar principles or the defence that a
                                    contractual provision amounts to a penalty;

      "Sale"                        the sale of the whole or substantially the
                                    whole of the assets and/or business and/or
                                    goodwill of the Borrower to a single
                                    purchaser or to one or more purchasers as
                                    part of a single or series or transactions;

      "Security Documents":         (i)      each and every Guarantee executed
                                             by a Charging Group Company;

                                    (ii)     each and every Debenture executed
                                             by a Charging Group Company;

                                    (iii)    the Subordination Agreement; and

                                    (iv)     any guarantee and any document
                                             creating security executed and
                                             delivered after the date of this
                                             Agreement as [ILLEGIBLE]
                                             liabilities of the Borrower and the
                                             other Group Companies under any
                                             Financing Document;

      "Security Period"             the period stalling on the date of this
                                    Agreement and ending on the date on which
                                    all of the obligations and liabilities of
                                    the Group Companies under each Financing
                                    Document and discharged in full and none of
                                    the Lenders has any continuing obligation in
                                    relation to the Facility;

      "SSAP"                        together with a number means the statement
                                    of standard accounting practice issued by
                                    the Institute of Chartered Accountants for
                                    application in England and Wales and
                                    identified by reference to that number;

      "Subordinated Lender"         the Parent;

      "Subordinated Loan"           all amounts outstanding under a loan in the
                                    principal amount of US$1,500,000 made by the
                                    Subordinated Lender to the Borrower on or
                                    about the date of this Agreement;

      "Subordinated Security"       the debenture granted by the Borrower to the
                                    Subordinated Lender dated on or about the
                                    date of this Agreement;


                                       14

<PAGE>

      "Subordination Agreement"     the deed of priority made or to be made
                                    between (1) the Borrower, (2) the Lenders
                                    and (3) the Subordinated Lender;

      "Subsidiary"                  a subsidiary within the meaning of Section
                                    736 of the Act;

      "Target Assets"               all of the assets to be acquired by the
                                    Borrower pursuant to the Acquisition
                                    Agreement;

      "Taxes"                       includes all present and future taxes,
                                    charges, imposts, duties, levies,
                                    deductions, withholdings or fees of any kind
                                    whatsoever, or any amount payable on account
                                    of or as security for any of the foregoing,
                                    by whomsoever on whomsoever and wherever
                                    imposed, levied, collected, withheld or
                                    assessed, together with any penalties,
                                    additions, fines, surcharges or interest
                                    relating thereto and "Tax" and "Taxation"
                                    shall be construed accordingly;

      "Term Loan Facility"          the US Dollar term loan facility referred to
                                    in sub-clause 2.1.1;

      "Term Loan Facility Limit"    subject to Clause 7, US$3,400,000;

      "Tranche A Loan Agreement"    the revolving credit facility agreement
                                    setting out the terms and conditions of a
                                    revolving credit facility in the amount of
                                    US$5,875,000 of even date herewith made
                                    available by the Agent to the Parent;

      "Transaction Documents"       in relation to the Parent and to a Group
                                    Company, each of the following documents to
                                    which it is a party: the Financing
                                    Documents, the Acquisition Documents and the
                                    Subordination Agreement;

      "Transfer Certificate"        a certificate in the forms or in the form
                                    substantially set out in the Third Schedule
                                    hereto;

      "VAT"                         value added tax as provided for in the Value
                                    Added Tax Act 1994 and legislation (or
                                    purported legislation and whether delegated
                                    or otherwise) supplemental to that Act or in
                                    any primary or secondary legislation
                                    promulgated by the European Community or any
                                    official body or agency of the European
                                    Community, and any tax similar or equivalent
                                    to value added tax imposed


                                       15

<PAGE>

                                    by any country other than the United Kingdom
                                    and any similar or turnover Tax replacing or
                                    introduced in addition to any of the same;
                                    and

      "Vendor"                      Pharmacia Biotech (Biochrom) Limited, a
                                    company incorporated in England under number
                                    974213.

1.2   Words importing the singular shall include the plural and vice versa.

1.3   References to Clauses and Schedules are to be construed as references to
      the Clauses of, and Schedules to, this Agreement.

1.4   References to any document shall be construed as references to that
      document, as from time to time amended, varied, novated or supplemented,
      as the case may be.

1.5   References to any statute or statutory provision include any statute or
      statutory provision which amends, extends, consolidates or replaces the
      same, or which has been amended, extended, consolidated or replaced by the
      same, and shall include any orders, regulations, instruments or other
      subordinate legislation from time to time made under the relevant statute.

1.6   References to a document being "in the agreed form" means that document
      the form and content of which has been approved by the Agent or which has
      been agreed and entered into by the Agent and the relevant parties.

1.7   References to "assets" shall include revenues and property and the right
      to revenues and property and rights of every kind, present, future and
      contingent and whether tangible or intangible (including uncalled share
      capital).

1.8   The words "including" and "in particular" shall be construed as being by
      way of illustration or emphasis only and shall not be construed as, nor
      shall they take effect as, limiting the generality of any foregoing words.

1.9   The words "other" and "otherwise" shall not be construed ejusdem generis
      with any foregoing words where a wider construction is possible.

1.10  References to a "person" shall be construed so as to include that person's
      assigns, transferees or successors in title and shall be construed as
      including references to an individual, firm, partnership, joint venture,
      company, corporation, body corporate, unincorporated body of persons or
      any state or any agency of a state.

1.11  Where there is a reference in this Agreement to any amount, limit or
      threshold specified in US Dollars, in ascertaining whether or not that
      amount, limit or threshold has been attained, broken or achieved, as the
      case may be, a non-US Dollars amount shall be counted on the basis of the
      equivalent in US Dollars of that amount using the Agent's relevant spot
      rate of exchange on the day on which such calculation is to be made.

1.12  Accounting terms shall be construed so as to be consistent with GAAP.


                                       16

<PAGE>

1.13  References to time are to Boston, Massachusetts time.

1.14  The headings in this Agreement are for convenience only and shall be
      ignored in construing this Agreement.

2.    FACILITY

2.1   Facility

      Subject to the terms of this Agreement the Lenders agree to make available
      to the Borrower a US Dollar Term Loan Facility in the maximum principal
      amount of US$3,400,000.

2.2   Commitments

      Subject to the terms and conditions of this Agreement:

      2.2.1    the Lenders agree to make available to the Borrower the Term Loan
               Facility up to the Term Loan Facility Limit; and

      2.2.2    each of the Lenders agree to participate in the Advance (in the
               same proportion to the amount of the Advance as its Commitment
               bears to the aggregate Commitments of all the Lenders) up to an
               aggregate maximum principal amount not exceeding its Commitment.

2.3   Obligations several

      The obligations of each Lender under this Agreement are several. Any
      failure of a Lender to perform any of its obligations under this Agreement
      shall not relieve any other Party hereto of any of its obligations
      hereunder. No Lender shall be responsible for the obligations of any other
      Lender under this Agreement.

2.4   Rights several

      The rights of the Agent and each of the Lenders against the Borrower under
      this Agreement are separate and independent rights. Subject to the terms
      and conditions of this Agreement, each Lender may separately protect and
      enforce its rights hereunder; and it shall not be necessary for any other
      Lender or the Agent to be joined as an additional party in any proceedings
      for such purpose.

3.    PURPOSE

3.1   Purpose of the Term Loan Facility

      The proceeds of the Term Loan Facility shall be used to pay:

      3.1.1    the consideration payable to the Vendor by the Borrower for the
               Target Assets purchased by it pursuant to the Acquisition
               Agreement; and

      3.1.2    the Acquisition Costs;


                                       17

<PAGE>

      and for no other purpose.

3.2   Undertaking by the Borrower

      The Borrower undertakes that it will only utilise the Term Loan Facility
      as permitted by this Clause 3.

3.3   No Liability

      The Agent shall not be concerned as to the use or application of the
      proceeds of the Advances or the use or applications of amounts made
      available under the Facility.

4.    CONDITIONS PRECEDENT

4.1   Confirmation Precedent

      Notwithstanding any other term of this Agreement, the Agent shall not be
      under any obligation to make the Facility available unless it has notified
      the Borrower that all thee conditions set out in the First Schedule hereto
      have been satisfied or waived on or prior to Friday, 12 February 1999 or
      such later date as the Agent may agree.

4.2   Confirmation of Satisfaction

      The Agent shall, at the request of the Borrower, certify whether or not
      any one or more of the conditions set out the First Schedule hereto have
      been satisfied or, as the case may be, waived.

5.    TERM LOAN FACILITY

5.1   Drawdown

      Subject to the other terms of this Agreement, the Term Loan Facility shall
      be drawndown in one Advance of US$3,400,000 at Completion when requested
      by the Borrower by means of a Drawdown Notice in accordance with Clause
      5.3. Drawdown of the Term Loan Facility shall take place on or before
      Friday, 12 February 1999 or such later date as the Agent may agree. If the
      Term Loan Facility is not drawndown by that date it shall be cancelled and
      shall cease to be available for utilisation.

5.2   Conditions to the Advance

      The obligation of the Agent to make available the Advance is subject to
      the conditions that on the date on which the relevant Drawdown Notice is
      given and on the relevant Drawdown Date:

      5.2.1    the representations and warranties in Clause 11 to be repeated on
               those dates are correct and will be correct immediately after the
               Advance is made;

      5.2.2    no Default or Potential Default has occurred and is continuing or
               would occur on the making of the Advance; and


                                       18

<PAGE>

      5.2.3    the Advance shall not, at any time, exceed the Term Loan Facility
               Limit.

5.3   Drawdown Notice

      5.3.1    When the Borrower wishes to draw down the Advance, it shall give
               a duly completed Drawdown Notice to the Agent to be received not
               later than 11.00 a.m. on the day prior to Drawdown Date.

      5.3.2    A Drawdown Notice shall be irrevocable and the Borrower shall be
               obliged to borrow in accordance with its terms.

5.4   Advance

      Subject to the terms of this Agreement, the Agent acting through its
      Lending Office shall make available to the Borrower on the Drawdown Date
      an amount equal to the Advance.

5.5   Cash Management

      The Agent may, at its option, require the Borrower to implement such cash
      management procedures as the Agent may require.

6.    INTEREST

6.1   Interest Rate

      Interest shall accrue on the Advance from and including the Drawdown Date
      up to and including the date the Loan is repaid in full at the rate
      determined by the Agent to be the aggregate of:

      6.1.1    the Margin; and

      6.1.2    Base Rate.

6.2   Interest Periods

      Interest will be payable on the Loan in arrears on each Quarter Date in
      each year any amount is outstanding. For the avoidance of doubt, the first
      Interest Date is 1 June 1999.

6.3   Default Interest

      6.3.1    If the Borrower fails to pay any amount payable under any
               Financing Document to which it is a party on the due date, it
               shall pay default interest on the overdue amount from the due
               date to the date of actual payment calculated by reference to
               successive Interest Periods at the rate per annum being the
               aggregate of:

               6.3.1.1  Base Rate plus 2 percent per annum; and

               6.3.1.2  the Margin.


                                       19

<PAGE>

      6.3.2    So long as the overdue amount remains unpaid, the default
               interest rate shall be recalculated in accordance with the
               provisions of this Clause 6,3 on the last day of each such
               Interest Period and any unpaid interest shall be compounded at
               the end of each Interest Period.

6.4   Calculation and Payment of Interest

      6.4.1    At the end of each Interest Period, the Agent shall notify the
               Borrower of the rate and amount of interest payable for the
               Interest Period (but in the case of any default interest
               calculated under Clause 6.3. any such notification need not be
               made more frequently than weekly). Each notification shall set
               out in reasonable detail the basis of computation of the amount
               of interest payable.

      6.4.2    Interest due from the Borrower under this Agreement shall:

               6.4.2.1  accrue from day-to-day at the rate calculated under this
                        Clause 6:

               6.4.2.2  be calculated on the basis of the actual number of days
                        elapsed and a 360 day year; and

               6.4.2.3  be payable both before and after judgment.

6.5   Agent's Determination

      The determination by the Agent of any interest payable under this Clause 6
      shall be conclusive and binding on the Borrower except for any manifest
      error. If the Borrower reasonably believes that such determination is
      incorrect, the Agent shall as soon as reasonably practicable, provide in
      reasonable detail the basis of computation of such interest.

7.    REPAYMENT AND PREPAYMENT

7.1   Repayment of Loan

      The Borrower shall repay the Loan by payment to the Agent on each date set
      out in Column 1 below ("Loan Instalment Repayment Date") of the amount
      ("Loan Instalment") set out in Column 2 below opposite the relevant
      Instalment Repayment Date (so that the Loan is repaid in full on or before
      the Final Repayment Date):

            Column 1                             Column 2
            Instalment Repayment Date            Instalment ($)
            1 June 1999                            77,250
            1 August 1999                          77,250
            1 November 1999                        77,250
            1 February 2000                        77,250
            1 May 2000                            115,872
            1 August 2000                         115,576
            1 November 2001                       115,876
            1 February 2001                       115,876


                                       20

<PAGE>

            1 May 2001                            154,500
            1 August 2001                         154,500
            1 November 2001                       154,500
            31 January 2002                     2,164,000

7.2   Mandatory Prepayment on Sale

      7.2.1    Notwithstanding Clause 7.1 and this Clause 7.2. if so required by
               the Agent, on any date on which a Sale occurs ("Prepayment Date")
               the Loan shall be repaid in full and the Agent's obligations
               under this Agreement shall be [Illegible]

      7.2.2    The Borrower shall give the Agent at least 30 days' prior notice
               of the date upon which a Sale is proposed to occur.

7.3   Voluntary Prepayment of Loan

      7.3.1    The Borrower may, by giving the Agent not less than five days'
               prior notice, prepay the whole or part (but, if in part, in a
               minimum amount of US$100,000 and an integral multiple of
               US$25,000) of the Advance on an [Illegible].

      7.3.2    Any prepayment shall be made together with accrued interest on
               the amount prepaid and any amounts payable under Clause 22.1.

      7.3.3    Each prepayment of the relevant Loan under this Clause 7.3 shall
               be applied against the unpaid instalments in inverse order of
               maturity.

7.4   No Reborrowing of Loan

      Any amount repaid or prepaid in relation to the Loan may not be reborrowed
      and shall reduce the Term Loan Facility Limit by the amount so repaid or
      prepaid.

7.5   Change of Control

      Upon a Change of Control the Advance shall be repaid in full and the
      Agent's obligations shall be terminated and the Term Loan Facility Limit
      shall be reduced to zero.

8.    CHANGES IN CIRCUMSTANCES

8.1   Illegality

      If, after the date of this Agreement, it becomes illegal for the Agent or
      any Lender to maintain all or part of the Term Loan Facility or to
      continue to make available or fund the Loan, then:

      8.1.1    the relevant Lender shall notify the Borrower; and


                                       21

<PAGE>

      8.1.2    8.1.2.1  the affected part of the Term Loan Facility
                        shall be cancelled immediately and the affected part of
                        the Term Loan Facility Limit shall be reduced
                        accordingly; and

               8.1.2.2  the Borrower shall prepay to the Agent (on behalf of the
                        Lenders) the affected part of the Loan (together with
                        accrued interest on the amount prepaid and all other
                        amounts owing to the Agent or the Lenders under this
                        Agreement) not later than the latest date permitted by
                        the relevant law.

      Any such prepayment under sub-clause 8.1.2.2 above shall be subject to
      Clause 22.1.

8.2   Increased Costs

      8.2.1    If, after the date of this Agreement, a Change occurs which
               causes an Increased Cost (as defined in sub-clause 8.2.3) to the
               Agent (or any Lender or any company of which the Agent or any
               Lender is a Subsidiary) then the Borrower shall pay (as
               additional interest) to the Agent or the relevant Lender within
               five Business Days of demand all amounts which the Agent
               certifies to be necessary to compensate the Agent or the relevant
               Lender (or any company of which the Agent or the Lender, as the
               case may be, is a Subsidiary) for the Increased Cost.

      8.2.2    Any demand made under sub-clause 8.2.1 shall set out in
               reasonable detail so far as is practicable the basis of
               computation of the Increased Cost.

      8.2.3    In this Clause 8.2 the following expressions shall have the
               following meanings:

               "Increased Cost"  any cost to, or reduction in the amount
                                 payable to, or reduction in the return on
                                 capital or regulatory capital achieved by, the
                                 Agent or any Lender (or any company of which
                                 the Agent or any Lender, as the case may be, is
                                 a Subsidiary) to the extent that it arises,
                                 directly or indirectly, as a result of the
                                 Change and is attributable to all or pan of the
                                 Facility or the Advance or the funding of the
                                 Advance including:

                                 (i)   any Tax Liability (other than Tax on
                                       Overall Net Income) incurred by the Agent
                                       or any Lender:

                                 (ii)  any changes in the basis or timing of
                                       Taxation of the Agent in relation to all
                                       or part of the Facility or the Advance or
                                       the funding of the Advance;


                                       22

<PAGE>

                                 (iii) the cost to the Agent or any Lender (or
                                       any company of which the Agent is a
                                       Subsidiary) of complying with, or the
                                       reduction in the amount payable to or
                                       reduction in the return on capital or
                                       regulatory capital achieved by the Agent
                                       (or any company of which the Agent or
                                       such Lender, as the case may be, is a
                                       Subsidiary) as a result of complying with
                                       any capital adequacy or similar
                                       requirements howsoever arising, including
                                       as a result of an increase in the amount
                                       of capital to be allocated to any
                                       Facility or of a change to the weighting
                                       of the commitment under any Facility or
                                       the Advance (but not, for the avoidance
                                       of doubt, penalties arising as a result
                                       of the Agent or any Lender failing so to
                                       comply); and

                                 (iv)  the cost to the Agent or any Lender of
                                       complying with any reserve, cash ratio,
                                       special deposit or liquidity requirements
                                       (or any other similar requirements).

               "Tax Liability"   in respect of any person:

                                 (i)   any liability or any increase in the
                                       liability of that person to make any
                                       payment of or in respect of Tax;

                                 (ii)  the loss of any relief, allowance,
                                       deduction or credit in respect of Tax
                                       which would otherwise have been available
                                       to that person;

                                 (iii) the setting off against income, profits
                                       or gains or against any Tax liability of
                                       any relief, allowance, deduction or
                                       credit in respect of Tax which would
                                       otherwise have been available to that
                                       person; and

                                 (iv)  the loss or setting off against any Tax
                                       liability of a right to repayment of Tax
                                       which would otherwise have been available
                                       to that person.


                                       23

<PAGE>

                                       For the purposes of this definition of
                                       "Tax Liability", any question of whether
                                       or not any relief, allowance, deduction,
                                       credit or right to repayment of Tax has
                                       been lost or set-off, and if so, the date
                                       on which that loss or set off took place,
                                       shall be conclusively determined by the
                                       relevant person's Auditors.

               "Tax on Overall         in relation to the Agent or any Lender,
               Net Income"             Tax (other than Tax deducted or withheld
                                       from any payment) imposed on profits of
                                       the Agent or such Lender by the
                                       jurisdiction in which its Lending Office
                                       or its head office is situated.

      8.2.4    If the Borrower is required to pay any amount to the Agent or any
               Lender under this Clause 8.2, then, without prejudice to that
               obligation and so long as the circumstances giving rise to the
               relevant Increased Cost are continuing and subject to the
               Borrower giving the Agent not less than five Business Days' prior
               notice (which shall be irrevocable), the Borrower may prepay the
               Advance together with accrued interest on the amount prepaid. Any
               such prepayment shall be subject to Clause 22.1. On any such
               prepayment the Facility shall be automatically cancelled and the
               Term Loan Facility Limit shall each be reduced to zero.

8.3   Mitigation

      8.3.1    If any circumstances arise in respect of the Agent or any Lender
               which would, or upon the giving of notice would, result in the
               operation of Clauses 8.1, 8.2 or 9.8 to the detriment of the
               Borrower, then the Agent shall:

               8.3.1.1  promptly upon becoming aware of those circumstances and
                        their results, notify the Borrower; and

               8.3.1.2  in consultation with the Borrower, take all such steps
                        as it determines are reasonably open to it to mitigate
                        the effects of those circumstances (including changing
                        its Lending Office in the United States or consulting
                        with the Borrower with a view to transferring some or
                        all of its rights and obligations under this Agreement
                        to another Agent or other financial institution
                        acceptable to the Borrower) in a manner which will avoid
                        the circumstances in question and on terms acceptable to
                        the Borrower and the Agent or such Lender

               Provided That the Agent or such Lender shall not be obliged to
               take any steps which in its opinion would or might have an
               adverse effect on its business or financial condition or the
               management of its Tax affairs or cause it to incur any material
               costs or expenses.


                                       24

<PAGE>

      8.3.2    Nothing in this Clause 8.4 shall limit, reduce, affect or
               otherwise qualify the rights of the Agent or the Lenders or the
               obligations of the Borrower under Clauses 8.1, 8.2 and 9.8.

8.4   Certificates

      The certificate or notification of the Agent as to any of the matters
      referred to in this Clause 8 shall be in reasonable detail and shall be
      conclusive and binding on the Borrower except for any manifest error.

9.    PAYMENTS

9.1   Funds

      All payments under this Agreement shall be made for value on the due date
      in freely transferable and readily available funds.

9.2   Payments

      9.2.1    Each payment to the Borrower shall be made to the account of the
               Borrower specified in the Drawdown Notice.

      9.2.2    Each payment to the Agent shall be made as directed by the Agent
               from time to time.

9.3   Business Days

      If a payment under this Agreement is due on a day which is not a Business
      Day, the due date for that payment shall instead be the next Business Day
      in the same calendar month (if there is one) or the preceding Business Day
      (if there is not).

9.4   Currency

      All payments relating to costs, losses, expenses or Taxes shall be made in
      the currency in which the relative costs, losses, expenses or Taxes were
      incurred. Any other amount payable under this Agreement shall, except as
      otherwise provided, be made in US Dollars.

9.5   Accounts as Evidence

      The Agent shall maintain in accordance with its usual practice an account
      which shall, as between the Borrower and the Agent, be prima facie
      evidence of the amounts from time to time advanced by, owing to, paid and
      repaid to the Agent under this Agreement.

9.6   Partial Payments

      9.6.1    If the Agent receives a payment insufficient to discharge all the
               amounts then due and payable by the Borrower under this
               Agreement, the Agent shall apply that payment towards the
               obligations of the Borrower in the following order:


                                       25

<PAGE>

               9.6.1.1  First, in or towards payment of any unpaid costs and
                        expenses of the Agent under this Agreement.

               9.6.1.2  Second, in or towards payment of any accrued interest
                        due by the Borrower but unpaid under this Agreement.

               9.6.1.3  Third, in or towards payment of any principal due by the
                        Borrower but unpaid under this Agreement.

               9.6.1.4. Fourth, in or towards payment of any other sum due by
                        the Borrower but unpaid under the Financing Documents.

      9.6.2    The Agent may vary the order set out in sub-clauses 9.6.1.1 to
               9.6.1.4 and shall give notice of any such variation to the
               Borrower.

      9.6.3    Sub-clauses 9.6.1 and 9.6.2 shall override any appropriation made
               by the Borrower.

9.7   Set-off and Counterclaim

      All payments by the Borrower under this Agreement shall be made without
      set-off or counterclaim.

9.8   Grossing-up

      9.8.1    Subject to sub-clause 9.8.2, all sums payable to the Agent and
               the Lenders pursuant to or in connection with any Financing
               Document shall be paid in full, free and clear of all deductions
               or withholdings whatsoever except only as may be required by law
               for and on account of any Taxes.

      9.8.2    If any deduction or withholding for an on account of any Taxes is
               required [Illegible] borrower shall:

               9.8.2.1  ensure or procure that the deduction or withholding is
                        made and that it does not exceed the maximum legal
                        requirement therefor,

               9.8.2.2  pay, or procure the payment of, the full amount deducted
                        or withheld to the relevant Taxation or other authority
                        in accordance with the applicable law:

               9.8.2.3  increase the payment in respect of which the deduction
                        or withholding is required so that the net amount
                        received by the Agent or any Lender, as the case may be,
                        after the deduction or withholding (and after taking
                        account of any further deduction or withholding which is
                        required to be made as a consequence of the increase)
                        shall be equal to the amount which the Agent or such
                        Lender would have been entitled to receive in the
                        absence of any requirement to make any deduction or
                        withholding; and


                                       26

<PAGE>

               9.8.2.4  promptly deliver or procure the delivery to the Agent of
                        receipts evidencing each deduction or withholding which
                        has been made.

      9.8.3    The Borrower shall not be required to pay an additional amount
               under this Clause 9.8 if the payment in respect of which the
               deduction or withholding is required is a payment of interest on
               the Advance and:

               9.8.3.1  at the time the Advance was made, the Agent or the
                        relevant Lender was not a Recognised Bank otherwise than
                        as a consequence of a Change occurring after the dare of
                        this Agreement (and the obligation to deduct or withhold
                        would not have arisen if that Advance had been made by a
                        Recognised Bank); or

               9.8.3.2  at the time when the interest is paid, the Agent or the
                        relevant Lender is not beneficially entitled to the
                        interest or, being beneficially entitled to the
                        interest, the Agent or the relevant Lender is neither
                        within the charge to United Kingdom corporation tax as
                        respects interest otherwise than as a consequence of a
                        Change occurring after the date of this Agreement (and
                        the obligation to deduct or withhold would not have
                        arisen if the Agent or the relevant Lender had been a
                        Recognised Bank) nor a person within paragraph (c) or
                        (d) of the definition of "Recognised Bank" otherwise
                        than as a consequence of a Change occurring after the
                        date of this Agreement (and the obligation to deduct or
                        withhold would not have arisen if the Agent or the
                        relevant Lender had been such a person);

      and each Lender falling within paragraph (c) or (d) of the definition of
      "Recognised Bank" undertakes that:

                        (i)   it shall promptly initiate an application pursuant
                              to the Double Taxation Relief (Taxes on Income)
                              (General) Regulations 1970 (SI 1970/488) for a
                              direction to the Borrower from the Inland Revenue
                              not to deduct income tax from interest payable on
                              the Advance by completing a form FD 13 (or such
                              other or additional form as is from time to time
                              applicable) and lodging it with the relevant tax
                              authority in the jurisdiction in which it is
                              resident for the purposes of the relevant double
                              tax treaty ("the overseas tax authority") and
                              (unless the form is sent directly by the overseas
                              tax authority to the Inland Revenue) upon its
                              return from the overseas tax authority procure
                              that the form is expeditiously delivered to the
                              Borrower tar transmission to the appropriate
                              branch of the Financial Intermediaries and Claims
                              Office of the Inland Revenue ("FICO") or other
                              appropriate branch of the Inland Revenue;


                                       27

<PAGE>

                        (ii)  it shall keep the Borrower informed as to the
                              progress of the application referred to in
                              paragraph (i) above; and

                        (iii) it shall deal in a timely manner with any request
                              for information relating to the application made
                              by the overseas tax authority, the Inland Revenue
                              and any such reasonable request by or on behalf of
                              the Borrower and shall do all reasonable things
                              and take all reasonable steps to expedite the
                              progress of the application;

               and the Borrower agrees that it shall upon receipt of the
               application form pursuant to paragraph (i) above properly
               complete it and transmit it to FICO, keep the Agent and the
               Lenders fully informed as to the progress of the application and
               deal in a timely manner with any request for information relating
               to the application made by FICO or the overseas tax authority and
               any such reasonable request made by or on behalf of the Agent or
               the Lenders and shall do all reasonable things and take all
               reasonable steps to expedite the progress of the application.

      9.8.4    If the Agent or the relevant Lender determines, in its absolute
               discretion, that it has received, realised, utilised and retained
               a Tax benefit by reason of any deduction or withholding in
               respect of which the Borrower has made an increased payment under
               this Clause 9.8, the Agent or the relevant Lender shall, provided
               that it has received all amounts which are then due and payable
               by the obligors under any Financing Document, pay to the Borrower
               (to the extent that the Agent or the relevant Lender can do so
               without prejudicing the amount of the benefit or repayment and
               the right of the Agent or the relevant Lender to obtain any other
               benefit, relief or allowance which may be available to it) such
               amount, if any, as the Agent or the relevant Lender, in its
               absolute discretion shall determine, will leave the Agent or the
               relevant Lender in no worse position than it would have been in
               if the deduction or withholding had not been required, provided
               that:

               9.8.4.1  the Agent or the relevant Lender shall have an absolute
                        discretion as to the time at which and the order and
                        manner in which it realises or utilises any Tax benefit
                        and shall trot be obliged to arrange its business or its
                        Tax affairs in any particular way in order to be
                        eligible for any credit or refund or similar benefit;

               9.8.4.2  the Agent or the relevant Lender shall not be obliged to
                        disclose any information regarding its business, Tax
                        affairs or Tax computations; and

               9.8.4.3  if the Agent or the relevant Lender has made a payment
                        to the Borrower pursuant to this sub-clause 9.8.4 on
                        account of any Tax benefit and it subsequently
                        transpires that the Agent or the relevant Lender did not
                        receive that Tax benefit, or received a lesser Tax
                        benefit, the Borrower shall, on demand, pay to the Agent
                        or the relevant Lender such sum as the Agent or the
                        relevant Lender may determine as being necessary to
                        restore its


                                       28

<PAGE>

                        after-tax position to that which it would have been had
                        no adjustment under this sub-clause 9.8.4 been made. Any
                        sums payable by the Borrower to the Agent or the
                        relevant Lender under this sub-clause 9.8.4 shall be
                        subject to Clause 22.1.

      9.8.5    The Agent or the relevant Lender shall not be obliged to make any
               payment under sub-clause 9.8.4 if, by doing so, it would
               contravene the terms of any applicable law or any notice,
               direction or requirement of any governmental or regulatory
               authority (whether or not having the force of law).

      9.8.6    If the Borrower is required to make an increased payment for the
               account of the Agent or the relevant Lender under sub-clause
               9.8.2, then, without prejudice to that obligation and so long as
               such requirement exists and subject to the Borrower giving the
               Agent not less than 10 days' prior notice (which shall be
               irrevocable), the Borrower may prepay all the Advances together
               with accrued interest on the amount prepaid. Any such prepayment
               shall be subject to Clause 22.1. On any such prepayment the
               Facility shall be automatically cancelled, and the Term Loan
               Facility Limit shall be reduced to zero.

10.   SECURITY

10.1  Security Documents

      The obligations and liabilities of the Borrower to the Agent under the
      Financing Documents shall be secured by the interests and rights granted
      in favour of the Agent as security agent and trustee for the Lenders under
      the Security Documents.

10.2  Interest Rate Protection Agreements

      All obligations and liabilities of the Borrower to the Agent under or in
      connection with any Interest Rate Protection Agreement shall be treated,
      for all purposes (other than Clauses 9.6 and 15.1), as obligations and
      liabilities incurred under this Agreement and, for the avoidance of doubt,
      the Borrower's obligations and liabilities under any Interest Rate
      Protection Agreement shall be secured obligations and liabilities under
      the Security Documents and for such purposes any reference in any Security
      Document to the Agent shall be deemed to include the Agent as a party to
      the relevant Interest Rate Protection Agreements.

10.3  Release of Security on Disposals

      In respect of any Disposal made by a Charging Group Company which falls
      within sub-clause 12.3.2, the Agent shall on the completion of that
      Disposal release, at the cost and expense of the relevant Charging Group
      Company, from the Security Documents, the assets which are the subject of
      that Disposal but, in relation to a Disposal which falls within sub-clause
      12.3.2.2), only if the Agent is reasonably satisfied that it will receive
      security over the asset purchased with the Disposal proceeds of the
      released asset equivalent to that which attached to the released asset
      immediately prior to its release from the Security Documents.


                                       29

<PAGE>

11.   REPRESENTATIONS AND WARRANTIES

11.1  Representations and Warranties

      The Borrower represents and warrants to the Agent and to each Lender that:

      11.1.1   Status

               The Company was incorporated on 13th March 1998 and as of the
               date immediately prior to the completion of the Acquisition
               Agreement had no assets or liabilities and had not traded (except
               as contemplated by, or otherwise in connection with this
               Agreement and the other Transaction Documents and the
               transactions contemplated by this Agreement and the other
               Transaction Documents). Each Charging Group Company is a limited
               company duly incorporated under the laws of its own jurisdiction
               and possesses the capacity to sue and be sued in its own name and
               has the power to carry on its business and to own its property
               and other assets.

      11.1.2   Powers and Authority

               Each Charging Group Company has power to execute, deliver and
               perform [Illegible] transactions contemplated by those documents
               and all necessary corporate, shareholder and other action has
               been or will be taken to authorise the execution, delivery and
               performance of the same.

      11.1.3   Binding Obligations

               Subject to the Reservations, the obligations of each Charging
               Group Company under the Transaction Documents constitute its
               legal, valid, binding and enforceable obligations.

      11.1.4   Contraventions

               The execution, delivery and performance by each Charging Group
               Company of the Transaction Documents does not:

               11.1.4.1 contravene any applicable law or regulation or any order
                        of any governmental or other official authority, body or
                        agency or any judgment, order or decree of any court
                        having jurisdiction over it;

               11.1.4.2 conflict with or result in any breach of any of the
                        terms of, or constitute a default under, any agreement
                        or other instrument to which it is a party or any
                        licence or other authorisation to which it is subject or
                        by which it or any of its property is bound; or

               11.1.4.3 contravene or conflict with the provisions of its
                        memorandum and articles of association.


                                       30

<PAGE>

      11.1.5   Insolvency

               No Group Company has taken any action nor have any steps been
               taken or legal proceedings been started or threatened against it
               for winding-up, dissolution or reorganisation (other than a
               solvent winding-up for the purposes of reconstruction or
               amalgamation to which the Agent consents), other than a
               winding-up petition which is proved to the satisfaction of the
               Agent to be frivolous or vexatious and which is, in any event,
               discharged within 14 days of the presentation and before it is
               advertised, the enforcement of any Encumbrance over its assets or
               for the appointment of a receiver, administrative receiver, or
               administrator, trustee or similar officer of it or of any of its
               assets.

      11.1.6   No Default

               No Group Company is (nor would be with any of the giving of
               notice, the lapse of time, the determination of materiality, or
               the satisfaction of any other condition) in breach of or in
               default under any agreement to which it is a party or which is
               binding on it or any of its assets in a manner or to an extent
               which would be reasonably likely to have a Material Adverse
               Effect.

      11.1.7   Litigation

               No action, litigation, arbitration or administrative proceeding
               has been commenced other than that which is proved to the
               satisfaction of the Agent to be frivolous or vexatious and which
               is, in any event, discharged within 14 days, or, to the best of
               the Borrower's information, knowledge and belief, is pending or
               threatened, against any Group Company which is reasonably likely
               to be determined against the relevant Group Company and which, if
               decided adversely, would exceed (pounds)25,000 nor is there
               subsisting any unsatisfied final judgment or award given against
               any of them by any court, arbitrator or other body (which is not
               the subject of appeal).

      11.1.8   Accounts

               Each of the latest Accounts of each Charging Group Company
               required to be delivered under sub-clause 12.1.1 is prepared in
               accordance with GAAP and gives a true and fair view of the
               financial position of the relevant company as at the date to
               which they were prepared and for the Financial Year of that
               company then ended.

      11.1.9   Encumbrances

               No Encumbrance other than a Permitted Encumbrance exists over all
               or any part of the assets of any Group Company.

      11.1.10  No Encumbrances Created

               The execution of the Financing Documents by the Charging Group
               Companies and the exercise of each of their respective rights and
               the


                                       31

<PAGE>

               performance of each of their respective obligations under the
               Financing Documents will not result in the creation of, or any
               obligation to create, any Encumbrance (other than a Permitted
               Encumbrance) over or in respect of any of their assets.

      11.1.11  Authorisations

               Other than the registration of particulars of the Security
               Documents at the Companies Registration Office pursuant to
               Section 395 of the Act, registrations at the Land Registry and
               the Trade Marks Registry, the giving of notice in respect of any
               contracts being assigned, the stamping of the Acquisition
               Documents, all authorisations, approvals, licenses, consents,
               filings, registrations, payment of duties or taxes and
               notarisations:

               11.1.11.1  required and material for the conduct of the business,
                          trade and ordinary activities of each Group Company;

               11.1.11.2  required for the performance and discharge of the
                          obligations of each Group company under the Financing
                          Documents to which it is a party; and

               11.1.11.3  required in connection with the execution, delivery,
                          validity, enforceability or admissibility in evidence
                          of the Financing Documents to which each Group Company
                          is a party

               are in full force and effect.

      11.1.12  Taxes

               Each Group Company has complied in all material respects with all
               Taxation laws in all jurisdictions in which it is subject to
               Taxation and has paid all Taxes due and payable by it and no
               claims are being asserted against it in respect of Taxes except
               for assessments in relation to the ordinary course of its
               business or claims contested in good faith and in respect of
               which adequate provision has been made and disclosed in the
               latest Accounts or other information delivered to the Agent under
               this Agreement.

      11.1.13  Information Package

               To the best of the Borrower's information, knowledge and belief:

               11.1.13.1  the factual information contained in the Information
                          Package was, at the date of the relevant report or
                          document, true and accurate in all material respects
                          and not misleading in any material respect, there are
                          no other facts the omission of which would make any
                          fact or statement in the Information Package
                          misleading in any material respect and nothing has
                          occurred which would render any material fact or
                          statement in the Information Package untrue or
                          misleading in any material respect; and


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<PAGE>

               11.1.13.2  all estimates, forecasts and projections contained or
                          referred to in the Information Package, and all
                          assumptions and presumptions upon the basis of which
                          the same were made, were fair and reasonable at the
                          time they were made, and nothing has occurred since
                          the date the same were made which would necessitate a
                          material revision to any of those estimates, forecasts
                          or projections in order for them to be fair and
                          reasonable.

      11.1.14  Accounting Reference Date

               Save in relation to companies becoming Group Companies after the
               date hereof where such companies have different accounting
               reference periods but which shall be changed to 31 December by
               the relevant Group Company as soon as is practicable and tax
               efficient the accounting reference date of each Group Company is
               31 December.

      11.1.15  Corporate Structure

               Immediately prior to Completion, the Borrower has and has had no
               Subsidiaries.

      11.1.16  Disclosures

               There is no disclosure made in the Disclosure Letter or any other
               disclosure to the Acquisition Documents or the Investment
               Agreement which has or may have a material and adverse effect on
               any of the material information, prospects, estimates, forecasts
               and projections contained or referred to in the Information
               Package.

      11.1.17  Environmental

               Each Group Company has and has at all times complied with all
               applicable Environmental Law, non-compliance with which would be
               reasonably likely to have a Material Adverse Effect, every
               consent, authorisation, licence or approval required under or
               pursuant to any Environmental Law by each Group Company in
               connection with the conduct of its business and the ownership,
               use, exploitation or occupation of its assets the absence or lack
               of which would be reasonably likely to have a Material Adverse
               Effect, has been obtained and is in full force and effect, there
               has been no default in the observance of the conditions and
               restrictions (if any) imposed in, or in connection with, any of
               the same which default would be reasonably likely to have a
               Material Adverse Effect, and, to the best of the Borrower's
               information, knowledge and belief, no circumstances have arisen:

               11.1.17.1  which would entitle any person to revoke, suspend,
                          amend, vary, withdraw or refuse to amend any of the
                          same; or

               11.1.17.2  which might give rise to a claim against any Group
                          Company which would be reasonably likely to have a
                          Material Adverse


                                       33

<PAGE>

                          Effect having regard to the cost to that Group Company
                          of meeting such a claim.

      11.1.18  Year 2000 Compliance

               The computer systems of each Group Company are, or can be made to
               be within 12 months of the date of this Agreement year 2000
               compliant.

11.2  Repetition

      The representations and warranties set out in Clause 11.1 shall survive
      the execution of this Agreement and shall be deemed to be repeated as
      follows:

      11.2.1   Each of the said representations and warranties shall be deemed
               to be repeated on the first Drawdown Date.

      11.2.2   Each of the representations and warranties in sub-clauses 11.1.1,
               11.1.2, 11.1.3, 11.1.4 and 11.1.8 shall be repeated on each
               Quarter Date in each year in which any amounts remain outstanding
               under this Agreement

      in each case, as if made with reference to the facts existing at the time
      of repetition.

12.   UNDERTAKINGS

12.1  Information Undertakings

      The Borrower undertakes that during the Security Period it shall, unless
      the Agent otherwise agrees:

      12.1.1   Accounts

               As soon as the same become available (and in any event within 120
               days after the end of each of its Financial Years), deliver to
               the Agent the Accounts for each such Financial Year of each
               Charging Group Company together with:

               12.1.1.1   to the extent not delivered pursuant to this Clause
                          12.1.1 the unconsolidated profit and loss account for
                          the Borrower for each such Financial Year and

               12.1.1.2   a copy of the management letter (if any) addressed by
                          the Auditors to the directors of each such company in
                          connection with its auditing of the relevant Accounts
                          as soon as reasonably practicable after receipt of the
                          letter by such company.

      12.1.2   Information on Request

               Promptly following the Agent's request, provide from time to time
               to the Agent such other information, estimates, forecasts or
               projections in relation to any Group Company and any of their
               respective businesses, assets,


                                       34

<PAGE>

               financial condition, ownership or prospects as the Agent may from
               time to time reasonably require.

      12.1.3   Operating Budgets

               12.1.3.1   Provide to the Agent (in a format acceptable to the
                          Agent) an Operating Budget for each of its Financial
                          Years during the Security Period, not less than 30
                          days prior to the start of each such Financial Year,
                          together with a comparison of the information,
                          estimates, forecasts and projections contained in such
                          budget with the actual out-turn in the previous
                          Financial Year (and to the extent relevant figures are
                          not available to the forecast for such Financial
                          Year).

               12.1.3.2   If any Group Company shall determine that any of the
                          estimates, forecasts or projections made in relation
                          to any of its Financial Years should be different in
                          any material and adverse respect from those set out in
                          the then current Operating Budget (or any substitution
                          therefore subsequently made and agreed by the Agent),
                          provide to the Agent revised estimates, forecasts or
                          projections in respect of any part of each such
                          Financial Year and such revised estimates, forecasts
                          or projections shall apply immediately following their
                          approval by the boards of directors of the relevant
                          company and the Borrower.

      12.1.4   GAAP

               Ensure that all Accounts submitted to the Agent in respect of any
               Charging Group Company have been prepared in accordance with
               GAAP.

      12.1.5   Default, Litigation, etc.

               Promptly, upon becoming aware of the same, notify the Agent of:

               12.1.5.1   any Default or Potential Default;

               12.1.5.2   any litigation, arbitration or administrative
                          proceeding commenced against any Group Company
                          involving a potential liability of any Group Company
                          exceeding (pound)25,000;

               12.1.5.3   any Encumbrance (other than a Permitted Encumbrance)
                          attaching to any of the assets of any Group Company;

               12.1.5.4   any notice, order, direction, requisition, permission
                          or other like matter whatsoever issued by any landlord
                          or any competent local or government authority or
                          department to any Group Company relating to the
                          Properties the effect of which would be reasonably
                          likely to have a Material Adverse Effect; and


                                       35

<PAGE>

               12.1.5.5   any other occurrence relating to a Group Company
                          (including any third party claim or liability) which
                          would be reasonably likely to have a Material Adverse
                          Effect.

12.2  Positive Undertakings

     The Borrower undertakes that during the Security Period it shall, and it
     shall procure that each Group Company shall, unless the Agent otherwise
     agrees in writing:

      12.2.1   Pay Taxes

               Pay and discharge all Taxes and governmental charges payable by
               or assessed upon it prior to the date on which the same become
               overdue unless, and only to the extent that, such Taxes and
               charges shall be contested in good faith by appropriate
               proceedings, pending determination of which payment may lawfully
               be withheld, and there shall (if the Auditors so advise) be set
               aside adequate reserves with respect to any such Taxes or charges
               so contested in accordance with GAAP.

      12.2.2   Insurance

               12.2.2.1   Cause all buildings, trade and other fixtures and all
                          plant, machinery, vehicles, computers and office and
                          other equipment and all stock-in-trade forming part of
                          its assets to be insured and to be kept insured and
                          cause the Group Companies to take out and maintain
                          product liability and recall insurance at all times in
                          such insurance office of repute, as shall have been
                          selected by the Borrower or with Lloyd's underwriters,
                          in each case, in such amounts and against such risks
                          on the equivalent basis as insurances are maintained
                          by prudent companies carrying on businesses comparable
                          with that of the Group and on a comparable scale as
                          regards the property and assets insured, the insured
                          risks and the classes of risk to be covered and the
                          amount of the insurance cover.

               12.2.2.2   Cause the interest of the Agent in all such assets
                          that are for the time being insured otherwise than in
                          the joint names of the Agent and the Borrower to be
                          noted by endorsement on the policy or policies of
                          insurance relating thereto.

               12.2.2.3   Duly and punctually pay all premiums and other monies
                          due and payable under all such insurances as aforesaid
                          and promptly upon request by the Agent produce to the
                          Agent the premium receipts or other evidence of the
                          payment thereof.

               12.2.2.4   As soon as practicable after receiving a written
                          request from the Agent deposit all policies and other
                          contracts of insurance rotating to its assets or any
                          part thereof with the Agent or produce the same to the
                          Agent for inspection.


                                       36

<PAGE>

               12.2.2.5   If default shall be made by the Borrower in complying
                          with this sub-clause 12.2.2 the Agent may, but shall
                          not be obliged, to effect or renew any such insurance
                          as is mentioned in this sub-clause either in its own
                          name or in its name and that of the Borrower jointly
                          or in the name of the Borrower with an endorsement of
                          the Agent's interest and all the monies expended by
                          the Agent on so effecting or renewing any such
                          insurance shall be reimbursed by the Borrower to the
                          Agent on demand by the Agent.

      12.2.3    Authorisations

                Obtain, maintain and comply with the terms of any authorisation,
                approval, licence, consent, exemption, clearance, filing or
                registration:

                12.2.3.1    which is required and is material for the conduct of
                            its business, trade and ordinary activities and the
                            failure of which to obtain would have a Material
                            Adverse Effect; and

                12.2.3.2    required to enable it to perform its obligations
                            under, or for the validity, enforceability or
                            admissibility in evidence of, any Financing Document
                            to which it is a party.

      12.2.4    Access

                Upon reasonable notice being given to the Borrower by the Agent,
                permit the Agent and any person (being an accountant, auditor,
                solicitor, value or other professional adviser of the Agent)
                authorised by the Agent to have, at all reasonable times during
                normal business hours, access to the property, premises and
                accounting books and records of any Group Company and to the
                officers of any Group Company.

      12.2.5    Delivery of Declarations, etc.

                Within any relevant period laid down in any applicable statute,
                law or regulation make all necessary declarations and deliver
                all necessary forms and documents required to be delivered to,
                filed with or registered with any United Kingdom governmental,
                statutory or other body or agency by it in connection with the
                Transaction Documents to which it is a party and any of the
                transactions contemplated under such Transaction Documents.

      12.2.6    Compliance with Environmental Law

                Comply in all material respects with Environmental Law where
                failure to do so would have a Material Adverse Effect.

      12.2.7    Dangerous Materials

                Ensure that all Dangerous Materials treated, kept and stored,
                produced, manufactured, generated, refined or used from, in,
                upon, or under any of the


                                       37

<PAGE>

                real property owned by a Group Company are held and kept upon
                such real property in such a manner and up to such standards as
                they would be kept by a prudent company carrying on the same
                trade as that Group Company.

      12.2.8    Protection of Rights Under the Acquisition Documents

                Take all reasonable and practical steps to preserve and enforce
                its rights arising under any Acquisition Document.

      12.2.9    Year 2000 Compliance

                Use all reasonable endeavours to procure that any potential
                adverse affect of the occurrence of the year 2000 on its
                computer and other systems will be remedied within 12 months of
                the date of Completion.

      12.2.10   Change of Ownership

                Immediately notify the Agent of any change in the ownership of
                any shares in the issued share capital of the Borrower.

      12.2.11   Intellectual Property

                Use all reasonable endeavours to protect and preserve its
                Intellectual Property where failure to do so would have a
                Material Adverse Effect,

12.3  Negative Undertakings

      The Borrower undertakes that during the Security Period it shall not, and
      it shall procure that none of the Group Companies shall, unless the Agent
      otherwise agrees:

      12.3.1    Negative Pledge

                Create or permit to subsist any Encumbrance over any of its
                assets other than Permitted Encumbrances.

      12.3.2    Disposal of Assets

                Make a Disposal other than:

               12.3.2.1   in the ordinary course of its trading activities;

               12.3.2.2   where the proceeds of the Disposal are used within
                          three months of that Disposal for the purchase of an
                          asset which is to be used for the same purposes as the
                          asset the subject of that Disposal;

               l2.3.2.3   a Disposal of an asset which is obsolete for the
                          purpose for which such asset is normally utilised;

               12.3.2.4   a Disposal to a Charging Group Company or to the
                          Parent;


                                       38

<PAGE>

               12.3.2.5   a Disposal of cash on terms not otherwise prohibited
                          by this Agreement; or

               12.3.2.6   a Disposal (other than of any shares in any
                          Subsidiary) on arms length terms where the aggregate
                          value of the assets the subject of a Disposal by Group
                          Companies other than in accordance with sub-clauses
                          12.3.2.1 to 12.3.2.5 above in any Financial Year of
                          the Borrower does not exceed (pound)25,000 (for the
                          purposes of this sub-clause, the value of any asset
                          shall be the greater of its book value and the
                          consideration received for it).

      12.3.3    Change of Business

                Other than expansion of the business as contemplated in the
                Business Plan make any substantial change to the general nature
                of the business of the Group as a whole from that carried on at
                the date of this Agreement.

      12.3.4    Mergers

                Enter into any amalgamation, demerger, merger or reconstruction
                in any circumstances or enter into any joint venture (where the
                aggregate investment in respect of all such joint ventures
                exceeds (pound)50,000) or partnership agreement without the
                consent of the Agent, such consent not to be unreasonably
                withheld or delayed.

      12.3.5    Fees

                Pay any fees or commissions to any person other than:

               12.3.5.1   on arms length terms and for the purpose of and in the
                          ordinary course of its trade; or

               12.3.5.2   fees incurred in connection with the Acquisition of
                          the Target Assets.

      12.3.6    Loans

                Make any loans or grant any credit to or for the benefit of any
                person, other than:

               12.3.6.1   amounts of credit allowed by the relevant company in
                          the normal course of its trading activities;

               12.3.6.2   loans made by one Charging Group Company to the Parent
                          or to other Charging Group Companies; or

               12.3.6.3   loans made by a Charging Group Company to its
                          employees where such loans do not, when aggregated
                          with all such loans made by all Group Companies,
                          exceed (pound)25,000 at any time.


                                       39

<PAGE>

      12.3.7    Indebtedness

                Incur or permit to subsist any Indebtedness other than Permitted
                Indebtedness.

      12.3.8    Incorporation of Subsidiaries

                Incorporate any company as its Subsidiary, except where such
                company upon its incorporation executes, subject to, and to the
                extent permitted under, all applicable laws, a Guarantee and
                Debenture (or Security Documents having equivalent effect (in
                form and substance approved by the Agent)) under the laws of the
                jurisdiction of that company's incorporation and delivers the
                same to the Agent together with, in the latter case, a legal
                opinion (in a form and content satisfactory to the Agent)
                confirming such Security Documents are valid and effective in
                guaranteeing and securing the relevant liabilities from lawyers
                appointed or approved by the Agent.

      12.3.9    Acquisitions

                Acquire any business of, or shares or securities of, any company
                (other than a Charging Group Company) without the consent of the
                Agent such consent not to be unreasonably withheld or delayed
                other than where:

               12.3.9.1   the aggregate of the consideration payable for, and
                          Indebtedness assumed by Group Companies in connection
                          with, all such acquisitions made by Group Companies in
                          any Financial Year of the Borrower does not exceed
                          (pound)2S,O00; and

               12.3.9.2   promptly on such acquisition:

                          12.3.9.2.1  if the acquisition is of a business, the 
                                      business and assets of the business become
                                      subject to an existing Guarantee and 
                                      Debenture; or

                          12.3.9.2.2  if the acquisition is of shares comprising
                                      more than 50 per cent of the issued share
                                      capital of a company, subject to any legal
                                      prohibition or limitation on the giving of
                                      any such Guarantee and Debenture (or its
                                      equivalent under relevant law), that
                                      company executes a Guarantee and Debenture
                                      or Security Documents having equivalent
                                      effect (in form and substance approved by
                                      the Agent) under the laws of the
                                      jurisdiction of that company's
                                      incorporation and delivers the same to the
                                      Agent together with, in the latter case, a
                                      legal opinion (in a form and content
                                      satisfactory to the Agent) from lawyers
                                      appointed by the Agent.

      12.3.10   Variation of Transaction Documents

                Permit or effect any variations, novations or amendments (other
                than variations of a minor or non-material nature) without the
                consent of the Agent, to:


                                       40

<PAGE>

                12.3.10.1  the Acquisition Documents;

                12.3.10.2  the Subordinated Loan;

                12.3.10.3  the Distribution Agreement;

                or terminate. suspend. cancel, rescind or make or agree to any
                claim that the Acquisition Agreement is frustrated or consent or
                agree to any waiver or release of any obligation of any party
                (other than of itself) under any of the above documents.

      12.3.11   Operating Lease Payments

                Other than under leases of real property, make a payment under
                any hire agreement, credit sale agreement, hire purchase
                agreement, conditional sale agreement or installment sale and
                purchase agreement which is not a Finance Lease if the aggregate
                of all such payments made by the Group Companies will exceed, in
                any Financial Year of the Borrower. (pound)75,000.

     12.3.12    [ILLEGIBLE]

                The Borrower shall not make any payment, nor give any value to
                any Affiliate of the Borrower except for goods and services
                actually purchased by the Borrower from, or sold by the Borrower
                to, such Affiliate of the Borrower for a price and on terms
                which shall:

                12.3.12.1   before market value; and

                12.3.12.2   be no less favourable from those which would have
                            been charged in an arm's length transaction.

13.   DEFAULT

13.1  Default

      Each of the following shall be a Default, namely, if:

      13.1.1    Non-Payment

                the Borrower or the Parent does not pay within five days of the
                due date any amount payable by it under this Agreement or the
                Tranche A Loan Agreement, as the case may be, at the place at
                and in the currency and funds in which it is expressed to be
                payable;

      13.1.2    Other Defaults

                any Charging Group Company or the Parent breaches any of its
                obligations under any Financing Document (other than the
                obligations referred to in sub-clause 13.1.1) and, if that
                breach is capable of remedy, it is not remedied within 15
                Business Days after notice of that breach has been given by the
                Agent to the Borrower,


                                       41

<PAGE>
      13.1.3   Breach of Representation or Warranty

               any representation, warranty or statement made or deemed to be
               repeated by any Charging Group Company under any Financing
               Document or in any document delivered by or on behalf of any
               Borrower under or in connection with any Financing Document is
               incorrect when made or deemed to have been repeated (save to the
               extent any such inaccuracy is immaterial) and if the
               circumstances resulting in such representation and warranty being
               incorrect are capable of being altered so that such
               representation and warranty so altered would be correct, such
               circumstances are not altered within 15 Business Days after
               notice of such representation and warranty being incorrect has
               been given by the Agent to the Borrower;

      13.1.4   Unlawfulness or Repudiation

               it is unlawful for any Charging Group Company or the Parent to
               perform or comply with, or any Charging Group Company or the
               Parent claims it is not bound by any of its obligations under any
               Financing Document;

      13.1.5   Cross-default

               any Indebtedness other than in respect of the Subordinated Loan
               of all or any of the Group Companies in excess of, in aggregate,
               (Pounds)25,000:

               13.1.5.1   is not paid when due or within any applicable grace
                          period; or

               13.1.5.2   (by reason of the occurrence of a default, howsoever
                          described) is declared to be or otherwise becomes due
                          and payable prior to its specified maturity;

      13.1.6   Attachment or Distress

               a creditor or encumbrancer attaches or takes possession of, or a
               distress, execution, sequestration or other process is levied or
               enforced upon or sued out against, any of the assets of any Group
               Company (having a value of at least (Pounds)25,000) and such
               process is not discharged within 10 Business Days;

      13.1.7   Enforcement of Security

               any Encumbrance over any of the assets of any Charging Group
               Company is enforced;

      13.1.8   Inability to Pay Debts

               any Charging Group Company:

               13.1.8.1   other than in respect of the Subordinated Loan
                          suspends payment of its debts or is unable or admits
                          its inability to pay its debts as they fall due;


                                       42

<PAGE>

               13.1.8.2   other than in respect of the Subordinated Loan by
                          reason of financial or trading difficulties begins
                          negotiations with any creditor with a view to the
                          general readjustment or rescheduling of any of its
                          Indebtedness; or

               13.1.8.3   other than in respect of the Subordinated Loan
                          proposes or enters into any composition or outlet
                          arrangement for the benefit of its creditors generally
                          or any class of creditors;

      13.1.9   Insolvency Proceedings

               any legal proceedings are started or other similar and formal
               steps are taken (including the presentation of a petition) for:

               13.1.9.1   any Charging Group Company to be adjudicated or found
                          insolvent; or

               13.1.9.2   the winding-up or dissolution of any Charging Group
                          Company other than:

               13.1.9.2.1 in connection with a solvent reconstruction, the terms
                          of which have been previously approved in writing by
                          the Agent; or

               13.1.9.2.2 [ILLEGIBLE] Agent to be frivolous or vexatious and
                          which is, in any event, discharged within 21 days of
                          its presentation and before it is advertised provided
                          always that no Advance shall be made at any time
                          during which any winding-up petition has been
                          presented and has not been discharged; or

               13.1.9.3   the appointment of a trustee, receiver, administrative
                          receiver or similar officer in respect of any Charging
                          Group Company or any of its assets;

      13.1.10  Adjudication or Appointment

               any adjudication, order or appointment is made under or in
               relation to any of the proceedings referred to in sub-clause
               13.1.9 with respect to any Charging Group Company;

      13.1.11  Administrative Order

               an application is made to the court for an administration order
               under the Insolvency Act 1986 with respect to any Charging Group
               Company;

      13.1.12  Analogous Proceedings

               any event occurs or proceeding is taken with respect to any
               Charging Group Company in any jurisdiction to which it is subject
               which has an effect equivalent or similar to any of the events
               mentioned in sub-clauses 13.1.6, 13.1.8, 13.1.9, 13.1.10 or
               13.1.11;


                                       43

<PAGE>

      13.1.13  Cessation of Business

               any Charging Group Company suspends, ceases or threatens to
               suspend or cease to carry on all or a substantial part of its
               business other than if such business is transferred to the Parent
               or another Charging Group Company;

      13.1.14  Material Adverse Change

               any event or series of events occur which has or will have a
               Material Adverse Effect;

      13.1.15  Amendment of Articles of the Borrower

               the Borrower, without the prior written consent of the Agent,
               amends its articles of association;

      13.1.16  Redemption of Shares by the Borrower

               the Borrower, without the prior written consent of the Agent,
               such consent not to be unreasonably withheld or delayed, makes
               any redemption of any of its shares, purchases any of its shares
               or otherwise reduces its issued share capital;

      13.1.17  Default or termination of the Distribution Agreement

               the Borrower is in breach (which breach remains unremedied or
               waived in accordance with the Distribution Agreement or which is
               waived by the Agent) of the Distribution Agreement or the
               Distribution Agreement is terminated or comes to an end by
               operation of law.

13.2  Acceleration, etc.

      13.2.1   If a Default occurs and remains unremedied the Agent may by
               notice ("Default Notice") to the Borrower cancel the Facility and
               require the Borrower immediately to repay the Loan together with
               accrued interest and all other sums payable under this Agreement,
               whereupon they shall become immediately due and payable. Upon the
               service of any Default Notice the Agent's obligations under this
               Agreement shall be terminated, the Facility shall be cancelled
               and the Term Loan Facility Limit shall be reduced to zero;

      For the avoidance of doubt, if any other Default has occurred, the Agent
      may exercise all its rights under this Clause 13 and the Agent may enforce
      the Security Documents, including in respect of the amount so demanded by
      the Agent.

14.   SET-OFF

      The Agent may set off any obligation due and owing by the Group Company
      under any Financing Document against any obligation due and owing by the
      Agent to such Group Company, regardless of the place of payment, booking
      branch or currency of either obligation. If the obligations are in
      different currencies, the Agent may convert


                                       44

<PAGE>

      either obligation at the relevant spot rate of exchange of the Agent for
      the purpose of the set-off.

15.   FEES AND EXPENSES

15.1  Expenses

      The Borrower shall on demand pay all expenses incurred (including legal,
      valuation and accounting fees but, only to the extent the same are
      reasonable in amount), and any VAT on those expenses:

      15.1.1   by the Agent and the Lenders in connection with the negotiation,
               preparation and execution of the Financing Documents to which it
               is a party;

      15.1.2   by the Agent and the Lenders in connection with the granting of
               any release, waiver or consent or in connection with any
               amendment or variation of any Financing Documents to which it is
               a party; and

      15.1.3   by the Agent and the Lenders in enforcing, perfecting, protecting
               or preserving (or attempting so to do) any of its rights, or in
               suing for or recovering any sum due from the Borrower or any
               other person under any Financing Document, or in investigating
               any possible Default or Potential Default which the Agent has
               reasonable grounds for believing may have occurred.

15.2  Documentary Taxes Indemnity

      All stamp, documentary, registration or other like duties or Taxes,
      including any penalties, additions, fines, surcharges or interest relating
      to those duties and Taxes, which are imposed or chargeable on or in
      connection with any Financing Document to which it is a party shall be
      paid by the Borrower. The Agent shall be entitled but not obliged to pay
      any such duties or Taxes (whether or not they are its primary
      responsibility). If the Agent does so the Borrower shall on demand
      indemnify the Agent against those duties and Taxes and against any costs
      and expenses incurred by the Agent in discharging them.

15.3  VAT

      15.3.1   All payments made by a Group Company under the Financing
               Documents to which it is a party are calculated without regard to
               VAT. If any such payment constitutes the whole or any part of the
               consideration for a taxable or deemed taxable supply (whether
               that supply is taxable pursuant to the exercise of an option or
               otherwise) by the Agent, the amount of that payment shall be
               increased by an amount equal to the amount of VAT which is
               chargeable in respect of the taxable supply in question.

      15.3.2   No payment or other consideration to be made or furnished to a
               Group Company by the Agent pursuant to or in connection with any
               Financing Document or any transaction or document contemplated in
               any Financing Document may be increased or added to by reference
               to (or as a result of any


                                       45

<PAGE>

               increase in the rate of) any VAT which shall be or may become
               chargeable in respect of any taxable supply.

15.4  Indemnity Payments

      Where in any Financing Document a Group Company has an obligation to
      indemnify or reimburse the Agent in respect of any loss or payment, the
      calculation of the amount payable by way of indemnity or reimbursement
      shall take account of the likely Tax treatment in the hands of the Agent
      (as determined by the Agent's auditors acting reasonably) of the amount
      payable by way of indemnity or reimbursement and of the loss or payment in
      respect of which that amount is payable.

16.   WAIVERS; REMEDIES CUMULATIVE

      The rights of the Agent under the Financing Documents:

16.1  may be exercised as often as necessary;

16.2  are cumulative and not exclusive of its rights under the general law; and

16.3  may be waived only in writing and specifically.

      Delay in exercising or non-exercise of any such right is not a waiver of
      that right.

17.   MISCELLANEOUS

17.1  Severance

      If any provision of this Agreement is or becomes illegal, invalid or
      unenforceable in any jurisdiction, that shall not affect:

      17.1.1   the legality, validity or enforceability in that jurisdiction of
               any other provision of this Agreement; or

      17.1.2   the legality, validity or enforceability in any other
               jurisdiction of that or any other provision of this Agreement.

17.2  Counterparts

      This Agreement may be executed in any number of counterparts and this
      shall have the same effect as if the signatures on the counterparts were
      on a single copy of this Agreement.

17.3  Euro

      If sterling is, or is to be, replaced by the euro, the Agent may notify
      the Borrower after negotiating in good faith with the Borrower of any
      amendments to this Agreement it considers necessary to reflect that
      replacement and to put the Agent and the Lenders and the Borrower in the
      same position, so far as possible, that they would have been in if no such
      replacement had occurred. Upon such notification this Agreement shall be
      deemed to be amended in accordance with such notification.


                                       46

<PAGE>

17.4  Sharing payments

      17.4.1   If any Lender (the "Sharing Lender") receives or recovers any
               payment or satisfaction in respect of any sums due under this
               Agreement (whether by voluntary or involuntary payment or the
               exercise of any right of setoff or combination of accounts or
               otherwise) in an amount which, in proportion to their respective
               participations, is greater than the payment or satisfaction
               received or recovered by any other Lender (such greater amount
               being in this Clause called the "Excess") then, subject as
               provided in paragraphs (17.4.2) and (17.4.3) below:

               17.4.1.1   the Sharing Lender shall forthwith notify the Agent of
                          its receipt or recovery of the Excess;

               17.4.1.2   the Agent shall promptly calculate the pro rata share
                          of the Excess due to each Lender on the basis of the
                          aggregate sums received or recovered by each Lender
                          (which calculation shall be conclusive in the absence
                          of manifest error) and notify the Lenders accordingly;

               17.4.1.3   the Sharing Lender shall, within five Business Days
                          after demand by the Agent, pay to the Agent an amount
                          equal to the Excess (in this Clause called an "Excess
                          Payment");

               17.4.1.4   the amount of the Excess shall, as between the
                          Borrower and the Sharing Lender, be treated as not
                          having been paid; and

               17.4.1.5   the Agent shall, as soon as practicable and in
                          accordance with its calculation referred to above,
                          distribute the amount of the Excess Payment to the
                          Lenders entitled to it and such distribution shall be
                          treated as if it had been paid by the Borrower.

      17.4.2   If and to the extent that, as a matter of law, the indebtedness
               of the Borrower to the Sharing Lender is finally extinguished
               discharged or satisfied by any receipt or recovery first referred
               to in paragraph (17.4.1) above and paragraph (17.4.1.4) is (or
               would be) ineffective, the Sharing Lender will not be obliged to
               make an Excess Payment.

      17.4.3   If and to the extent that a Sharing Lender is or becomes obliged
               to repay to any person the amount of any receipt or recovery
               first referred to in paragraph (17.4.1) above having made any
               Excess Payment in respect of it, each Lender will on demand
               reimburse that Sharing Lender through the Agent its proportion of
               the Excess Payment together with its proportion of the cost to
               the Sharing Lender of funding the Excess Payment to the date of
               actual reimbursement, upon which the liability of the Borrower to
               each of the Lenders shall be readjusted accordingly (as to which
               any calculation or certificate of the Agent shall be conclusive
               in the absence of manifest error).

      17.4.4   Notwithstanding the above provisions of this Clause 17.4, a
               Lender which shall have commenced an action or proceedings in any
               court to recover any


                                       47

<PAGE>

               sum owing to it under this Agreement and as a result shall have
               received an Excess shall not be required to share any portion of
               such Excess with any other Lender which has been notified in
               advance of such action or proceedings and has had an opportunity
               to, but does not, join such action or proceedings or commence and
               diligently prosecute a separate action or proceedings to enforce
               its rights in the same or another court.

18.   THE AGENT AND THE LENDERS

18.1  Appointment of the Agent

      18.1.1   Each Lender (other than the Agent, if it is also a Lender)
               irrevocably appoints the Agent to act as its agent for the
               purpose of this Agreement and irrevocably authorises the Agent on
               its behalf to exercise the rights powers and discretions that are
               specifically delegated to it under or in connection with this
               Agreement and any other incidental rights powers and discretions.
               The Agent may act through its directors officers employees
               attorneys and agents.

      18.1.2   The relationship between the Agent and the Lenders is that of
               agent and principal only, The Agent shall not be trustee or
               fiduciary for any other person and need not hold in trust any
               monies paid to it for any other party, save as expressly
               contemplated pursuant to the Subordination Agreement.

18.2  Instructions of Majority Lenders

      18.2.1   The Agent shall (subject as otherwise provided in this Agreement)
               act or refrain from acting in accordance with any instructions of
               the Majority Lenders in connection with any matter, whether or
               not expressly provided for in this Agreement, and shall be fully
               protected if it so acts or refrains from acting in accordance
               with any such instructions. However, the Agent shall not be
               obliged to seek instructions as to the exercise of any right
               power or discretion or as to any such matter and, in the absence
               of instructions, the Agent may act as it sees fit. Any
               instructions given by the Majority Lenders shall be binding on
               all the Lenders.

      18.2.2   Before it commences any proceedings or takes any action under or
               in respect of this Agreement, the Agent may require an indemnity
               and/or security satisfactory to it, whether by way of payment in
               advance or otherwise, against all liabilities losses costs and
               expenses which it would or may incur in doing so.

18.3  Responsibility of the Agent

      18.3.1   The Agent shall have only those duties obligations and
               responsibilities which are expressly specified in this Agreement.

      18.3.2   The Agent shall not be responsible to any other Party for:


                                       48

<PAGE>

               18.3.2.1   the execution, authenticity, validity, enforceability
                          or adequacy of this Agreement or any other document;

               18.3.2.2   the sufficiency or accuracy of any representations
                          warranties or statements made in or in connection with
                          this Agreement or any other document:

               18.3.2.3   whether or not amounts payable under this Agreement
                          are actually paid (when due or without limitation
                          otherwise); or

               18.3.2.4   any other failure of any other person to perform its
                          respective obligations under this Agreement or any
                          other document.

      18.3.3   The Agent may:

               18.3.3.1   rely on any original or copy of any notice document or
                          signature believed by it to be authentic;

               18.3.3.2   rely on any statement made by any person regarding any
                          matters which may reasonably be assumed to be within
                          his knowledge; and select, engage, pay for and
                          (whether or not engaged by it) rely on lawyers
                          accountants surveyors or other professional advisers;

               and shall not be liable to any other Party to this Agreement for
               any consequences of such reliance.

18.4  Assessment of the Borrower

      Without affecting the responsibility of the Borrower for information
      supplied by it and any representation warranty or statement made by it in
      connection with this Agreement, each Lender confirms that it has made and
      will in future continue to make its own independent investigation
      assessment and appraisal of the business, financial condition,
      creditworthiness, status and affairs of the Borrower in connection with
      the participation of such Lender in the Facility and has not relied and
      will not rely on the Agent therefor.

18.5  Default

      The Agent shall not at any time be obliged to monitor or enquire as to
      whether or not a Default or a Potential Default has occurred or is
      continuing. The Agent shall not at any time be deemed to have knowledge of
      the occurrence of a Default or a Potential Default unless it has received
      written notice from a Party referring to this Agreement, describing the
      relevant event or circumstances and stating that the event is a Default or
      a Potential Default (as the case may be). If the Agent receives such a
      notice, it shall promptly notify the Lenders.


                                       49

<PAGE>

18.6  Information

      The Agent shall promptly forward any document or copy of any document
      which it receives from a Party for another Party and shall not be obliged
      to review or check the same. The Agent shall otherwise not be obliged now
      or in the future to provide any Lender with any information concerning the
      business, financial condition, credit-worthiness, status or affairs of the
      Borrower or, unless requested to do so by a Lender in accordance with this
      Agreement, to request any certificate or other document from the Borrower
      or any other person.

18.7  The position of the Agent

      The Agent may:

      18.7.1   carry on any banking or other business with the Borrower and/or
               any other member of the Group or the Parent;

      18.7.2   act as agent or trustee for or in relation to any financing
               involving the Borrower and/or any other member of the Group or
               the Parent;

      18.7.3   retain for its own account any fees profits or other remuneration
               payable to it as Agent under this Agreement or in relation to any
               of the above matters;

      18.7.4   if it is also a Lender, exercise all its rights and powers in
               such capacity under this Agreement as if it were not also the
               Agent.

18.8  Liability

      Neither the Agent nor any director, officer, employee, attorney or agent
      of the Agent shall be liable to any other person for any action taken or
      not taken by it or them under or in connection with this Agreement, unless
      caused by its or their gross negligence or wilfu1 misconduct.

18.9  Indemnities

      18.9.1   Each Lender shall forthwith on demand indemnify the Agent for its
               proportion (rateably according to the Lender's respective
               participation in Advances or, if none, their respective
               Commitments or, if all Commitments have been cancelled, their
               most recent respective Commitments, each at the date of demand)
               of any liability, loss, cost or expense incurred by or imposed on
               or claimed from the Agent in any way relating to or arising out
               of its acting as the Agent except to the extent that the
               liability loss or expense arises from the Agent's gross
               negligence or wilful misconduct or is part of its normal
               administrative costs and expenses.

      18.9.2   The Borrower shall forthwith on demand reimburse each Lender
               (including the Agent, in its capacity as a Lender) for any
               payment made by it under paragraph (18.9.1) above. The liability
               of the Borrower shall not be limited or affected by paragraph
               (18.9.1) above.


                                       50

<PAGE>

18.10 Compliance

      The Agent shall not be obliged to do anything which would or might, in its
      opinion, be contrary to any law regulation or official directive or
      request of any jurisdiction or render it liable to any person and may do
      anything which, in its opinion, is necessary or desirable to comply with
      any such law regulation directive or request. Without limitation, the
      Agent need not disclose any information relating to the Borrower or any
      other member of the Group if disclosure would or might, in the opinion of
      the Agent, be contrary to any duty of secrecy or confidentiality or
      otherwise render it liable to any person.

18.11 Changes of Agent

      18.11.1  The Agent may resign (without stating any reason) by giving
               notice to the Lenders and the Borrower in which case the Agent
               may forthwith appoint as successor Agent any affiliate of the
               Agent. Failing such appointment, the Majority Lenders may appoint
               a successor Agent.

      18.11.2  If the appointment of a successor Agent is to be made by the
               Majority Lenders but they have not, within 30 days after the
               Agent's notice of resignation, appointed a successor Agent which
               accepts the appointment, the Agent may appoint a successor Agent.

      18.11.3  Any successor Agent appointed under any provision in this Clause
               shall only be appointed with the prior written consent of the
               Borrower, such consent not to be unreasonably withheld or delayed
               and provided that it is a reputable and experienced Recognised
               Bank.

      18.11.4  The resignation of the Agent and the appointment of any successor
               Agent will both become effective when and only when the successor
               Agent notifies all the parties that it accepts the appointment,
               upon which:

               18.11.4.1  the successor Agent shall succeed to and be vested
                          with all the rights powers and duties of the retiring
                          Agent as if a Party to this Agreement in the capacity
                          of the Agent;

               18.11.4.2  the retiring Agent shall continue to have the benefit
                          and protection of this Clause 18 in respect of the
                          period while it was the Agent; and

               18.11.4.3  subject to paragraph (18.11.5) below, the retiring
                          Agent shall have no further obligation as Agent under
                          this Agreement.

      18.11.5  The retiring Agent shall, at its own cost, make available to the
               successor Agent such documents and records and provide such
               assistance as the successor Agent may reasonably request for the
               purposes of performing its functions as the Agent under this
               Assignment.


                                       51

<PAGE>

18.12 Amendment with Majority Lenders' consent

      Any amendment or waiver of any provision of this Agreement and any waiver
      of any Default under this Agreement shall only be effective if made in
      writing and signed by or on behalf of the party against whom the amendment
      or waiver is asserted. For this purpose, any amendment or waiver which is
      made in writing by the Agent at the direction of the Majority Lenders
      shall be binding on all Lenders, except that the written approval of all
      Lenders shall be required where that amendment or waiver relates to:

      18.12.1  the amount of the Facility or of any Lender's Commitment or the
               length of the Term Loan Facility or the amount or currency of or
               the due date for any payment of principal of or interest on the
               Loan;

      18.12.2  any change in the manner of calculation of the rate or rates of
               interest or other amounts payable to the Lenders hereunder;

      18.12.3  any voluntary or mandatory prepayment;

      18.12.4  any amendment of the definition of "Majority Leaders" or of the
               provisions of this Clause; or

      18.12.5  the release of the Borrower from any security created hereby.

      Any amendment affecting the rights of the Agent shall also require the
      consent of the Agent.

19.   TRANSFERS OF PARTICIPATIONS

19.1  Novation by Transfer Certificate

      Subject to clause 21.6, if any Lender (the "Existing Lender") wishes to
      novate or transfer all or any part of its rights benefits and/or
      obligations under this Agreement to another Recognised Bank approved by
      the Agent and the Borrower (provided that such approval shall duly be
      required from the Borrower if no Default has occurred and is continuing if
      capable of remedy), which approval will not be unreasonably withheld or
      delayed (the "New Lender") then the Existing Lender may after consultation
      with the Agent and, through the Agent, the Borrower effect a substitution
      in respect thereof involving the New Lender by the delivery to the Agent
      and acceptance by it of a duly completed Transfer Certificate, executed by
      the Existing Lender and the New Lender.

19.2  Effect of Transfer Certificate

      Upon delivery to the Agent of any Transfer Certificate pursuant to Clause
      19.1 and acceptance thereof by the Agent (which delivery and acceptance
      shall be evidenced exclusively and conclusively by the Agent's
      countersignature on such Transfer Certificate pursuant to Clause 19.4,
      without which such Transfer Certificate shall be ineffective):


                                       52

<PAGE>

      19.2.1   save as provided in Clause 19.3, the respective rights of the
               Existing Lender and the Borrower against each other under this
               Agreement with respect to all or the relevant part of the
               Existing Lender's Commitment and/or participation in Advances
               (all as specified in the schedule to such Transfer Certificate)
               shall be terminated and each shall be released from all further
               obligations to the other(s) under this Agreement with respect
               thereto (all such rights and obligations to be so terminated or
               released being referred to in this Clause as "Discharged Rights
               and Obligations");

      19.2.2   the Borrower and the New Lender shall each acquire rights against
               each other and assume obligations towards each other which
               (except as regards the identity of the parties thereto) are
               identical to the Discharged Rights and Obligations; and

      19.2.3   the Agent, the New Lender and the other Lenders shall acquire the
               same rights and assume the same obligations between themselves as
               they would have acquired and assumed had such New Lender been an
               original party to this Agreement as a Lender with the Discharged
               Rights and Obligations acquired or assumed by it in consequence
               of such Transfer Certificate.

19.3  Obligations prior to Transfer Certificate

      Discharged Rights and Obligations shall not include, and there shall be no
      termination or release pursuant to this Clause 8 (Illegality, Increased
      Costs and Market Disruption) and Clause 9.8 (Grossing-up) of, any rights
      or obligations arising pursuant to Clause 15 or 16 in respect of the
      period, or in respect of payments made under this Agreement during the
      period, prior to the effective date of the relevant Transfer Certificate.

19.4  Signing of Transfer Certificate

      The Borrower and the Lenders hereby appoint the Agent to receive and
      countersign each Transfer Certificate as agent on its behalf as required
      by this Clause and, to the extent relevant, the provisions of Clause 18
      shall apply mutatis mutandis with respect to such appointments. The Agent
      shall be entitled but not obliged) to decline to accept and/or countersign
      any proposed Transfer Certificate which is not in the form set out in the
      Third schedule hereto.

19.5  Administration Fee

      The administration fee will be charged out of the fees collected by the
      Agent pursuant to section 1.11 of the Tranche A Loan Agreement.

19.6  Protection of Agent

      The Agent shall be entitled to rely on any Transfer Certificate delivered
      to it pursuant to this Clause which appears on its face to be complete and
      regular and appears to be signed on behalf of the Existing Lender and the
      New Lender named as party to it. The Agent shall have no liability or
      responsibility to any party as a consequence of placing


                                       53

<PAGE>

      reliance on and acting in accordance with and countersigning any such
      Transfer Certificate.

19.7  Notification

      The Agent shall notify the Borrower promptly of the receipt and execution
      on its behalf by the Agent of any Transfer Certificate and shall deliver a
      copy of it to the Borrower.

19.8  No liability of Existing Lender

      Nothing in this Agreement or any Transfer Certificate shall oblige an
      Existing Lender to:

      19.8.1   accept a retransfer from a New Lender of any of the rights,
               benefits and/or obligations transferred or novated under this
               Clause and/or a Transfer Certificate; or

      19.8.2   be liable for or contribute to any losses incurred by the New
               Lender by reason of the non-performance by the Borrower of its
               obligations under this Agreement or otherwise.

19.9  Information

      Provided that the Borrower has received a confidentiality undertaking in
      form and substance satisfactory to it, a Lender or the Agent may disclose
      on a confidential basis to any actual or potential New Lender or potential
      Agent or other assignee or transferee of any rights, benefits or
      obligations under this Agreement in each case as previously approved in
      writing by the Lender, such consent not to be unreasonably withheld or
      delayed, such information about the Borrower and any Subsidiary of the
      Borrower (and so that the Borrower shall procure any further requisite
      consent from each Subsidiary) and their respective business and financial
      condition as such Lender shall reasonably consider appropriate.

20.   NOTICES

20.1  Method

      Each notice or other communication to be given under this Agreement shall
      be given in writing in English and, unless otherwise provided, shall be
      made by fax or letter.

20.2  Delivery

      Any notice or other communication to be given by one Party to another
      under this Agreement shall (unless one Party has by 15 days' notice to the
      other Party specified another address) be given to that other Party at the
      respective addresses given in Clause 20.3.

20.3  Addresses

      The address and fax number of the Borrower and the Agent are:


                                       54



<PAGE>

                                                                 Exhibit 10.14

         AMENDMENT AND WAIVER TO AMENDED AND RESTATED LOAN AND SECURITY
                     AGREEMENT DATED MARCH 2, 1999 BETWEEN
               BROWN BROTHERS HARRIMAN & CO., AS AGENT FOR ITSELF
                 AND FLEET NATIONAL BANK F/K/A BANKBOSTON, N.A.
                                       AND
                             HARVARD APPARATUS, INC.


         This Amendment and Waiver to Amended and Restated Loan and Security
Agreement (hereinafter, the "Amendment") is made as of the 31st day of December,
1999 by and between HARVARD APPARATUS, INC.,a Massachusetts corporation with its
principal executive office at 84 October Hill Road, Holliston, Massachusetts
(hereinafter, the Borrower") and BROWN BROTHERS HARRIMAN & CO. (the "Agent"), as
agent for itself and FLEET NATIONAL BANK f/k/a BankBoston, N.A., (hereinafter,
the "Lenders"), in consideration of the mutual covenants contained herein and
the benefits to be derived herefrom. Unless otherwise specified herein, all
capitalized terms shall have the same meaning as set forth in the Loan Agreement
(as defined hereinbelow).

                              W I T N E S S E T H:

         WHEREAS, the Borrower executed and delivered to the Agent a certain
Amended and Restated Loan and Security Agreement dated March 2, 1999
(hereinbefore and hereinafter, the "Loan Agreement") pursuant to which, among
other things, the Lenders extended in favor of
 the Borrower a Revolving Credit
in the original maximum principal amount of $3,750,000.00 and Term Notes in the
aggregate original principal amount of $2,100,000.00; and

         WHEREAS, the Borrower has requested that the Lenders (i) amend Section
7-8 of the Loan Agreement, and (ii) provide a one-time waiver of the prepayment
required pursuant to Section 2-2 of the Loan Agreement solely as it relates to
the Borrower's 1999 year end consolidated, audited financial statement; and

         WHEREAS, the Lenders have indicated their willingness to do so, BUT
ONLY on the terms and conditions contained in this Amendment; and

         WHEREAS, the Borrower has determined that this Amendment is in the
Borrower's best interest.

         NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:

         1. The Borrower hereby certifies to the Lenders that, to the best of
the Borrower's knowledge and belief after due inquiry, the representations and
warranties contained in the Loan Agreement, as modified by this Amendment, are
true as of the date hereof and that


<PAGE>

no Event of Default under the Loan Agreement or any document executed in
connection therewith has occurred and is continuing.

         2. The Borrower acknowledges and agrees that the Borrower has no
offsets, defenses, claims or counterclaims against the Lenders with respect to
the Loan Agreement, this Amendment or any other document, instrument or
agreement executed and delivered by Borrower to any of the Lenders in connection
therewith and, to the extent that the Borrower has any such offsets, defenses,
claims or counterclaims, the Borrower hereby affirmatively WAIVES any such
offsets, defenses, claims or counterclaims and specifically RELEASES the Lenders
for any such liability on account thereof.

         3. Section 7-8 of the Loan Agreement is hereby amended by deleting same
in its entirety and substituting the following therefor:

           "7-8. PROFITS. The Borrower's consolidated net income (exclusive of
imputed interest on warrants) after taxes shall be no less than (a)
$1,000,000.00 in fiscal year 1999, (b) $1,200,000.00 in fiscal year 2000, and
(c) $1,400,000.00 in fiscal year 2001, to be tested upon the earlier of (i)
completion of the annual audited financial statements, or (ii) one hundred (100)
days following the end of the Borrower's fiscal year."

         4. The Lenders hereby waive the requirement set forth in Section 2-2 of
the Loan Agreement obligating the Borrower to make an additional payment to the
Agent, for the benefit of the Lenders, in an amount equal to 50% of the
Borrower's Excess Cash Flow for the year ending December 31, 1999, as reported
in the Borrower's consolidated, audited financial statement delivered to the
Agent. The waiver set forth herein is a one-time waiver relating SOLELY to the
payment due in connection with the Borrower's year ending December 31, 1999 and
shall not be deemed to constitute a waiver by the Agent or Lenders of their
right to collect, or a limitation on the Borrower's obligation to make, any
future amounts due pursuant to Section 2-2, or otherwise.

         5. This Amendment and all other documents, instruments or agreements
executed in connection herewith incorporate all discussions and negotiations
between the Borrower and the Lenders, either expressed or implied, concerning
the matters included herein, any statute, custom, or usage to the contrary
notwithstanding. No such discussions or negotiations shall limit, modify or
otherwise affect the provisions hereof. No modification, amendment, or waiver of
any provision of this Amendment or the Loan Agreement or any provision under any
other agreement, document or instrument between the Borrower and the Lenders
shall be effective unless executed in writing by the party to be charged with
such modification, amendment or waiver, and if such party be a Lender, then by a
duly authorized officer thereof.


                                      -2-


<PAGE>

         6. Except as specifically modified herein, the Loan Agreement shall 
remain in full force and effect as originally written and the Borrower hereby 
ratifies and confirms all terms and conditions contained therein and further 
ratifies and reaffirms all representations and warranties made therein as of 
the date hereof.

         7. This Amendment shall be construed in accordance with and governed 
by the laws of the Commonwealth of Massachusetts and shall take effect as a 
sealed instrument.

         IN WITNESS WHEREOF, the parties have hereunto set their hands and seals
as of the date first written above.

                                               HARVARD APPARATUS, INC.

                                        By: /s/ David Green
                                            -----------------------------

                                        Title: President
                                               --------------------------

ACKNOWLEDGED AND AGREED:

BROWN BROTHERS HARRIMAN & CO.,
as Agent and as a Lender

By: /s/ Timothy T. Telman
    --------------------------

Name: Timothy T. Telman
      ------------------------

Title: Vice President
       -----------------------

FLEET NATIONAL BANK f/k/a
BankBoston, N.A.,
as a Lender

By: /s/ Michael Brochetti
    --------------------------

Name: Michael Brochetti
      ------------------------

Title: Vice President
       -----------------------




<PAGE>

                                                                 Exhibit 10.15

           SECOND AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY
                      AGREEMENT DATED MARCH 2, 1999 BETWEEN
               BROWN BROTHERS HARRIMAN & CO., AS AGENT FOR ITSELF
                 AND FLEET NATIONAL BANK F/K/A BANKBOSTON, N.A.
                                       AND
                             HARVARD APPARATUS, INC.


         This Second Amendment to Amended and Restated Loan and Security
Agreement (hereinafter, the "Amendment") is made as of this 14th day of July,
2000 by and between HARVARD APPARATUS, INC.,a Massachusetts corporation with its
principal executive office at 84 October Hill Road, Holliston, Massachusetts
(hereinafter, the "Borrower") and BROWN BROTHERS HARRIMAN & CO. (the "Agent"),
as agent for itself and FLEET NATIONAL BANK f/k/a BankBoston, N.A.,
(hereinafter, the "Lenders"), in consideration of the mutual covenants contained
herein and the benefits to be derived herefrom. Unless otherwise specified
herein, all capitalized terms shall have the same meaning as set forth in the
Loan Agreement (as defined hereinbelow).

                              W I T N E S S E T H:

         WHEREAS, the Borrower executed and delivered to the Agent a certain
Amended and Restated Loan and Security Agreement dated March 2, 1999, as amended
by Amendment dated as of December 31, 1999 (hereinbefore and hereinafter, as
amended, the "Loan Agreement") pursuant to which,
 among other things, the
Lenders extended in favor of the Borrower a Revolving Credit in the original
maximum principal amount of $3,750,000.00 and Term Notes in the aggregate
original principal amount of $2,100,000.00; and

         WHEREAS, the Borrower has requested that the Lenders (i) amend the Loan
Agreement to provide for a supplemental term loan in the original principal
amount of $2,000,000.00, and (ii)otherwise amend the Loan Agreement as provided
for herein; and

         WHEREAS, the Lenders have indicated their willingness to do so, BUT
ONLY on the terms and conditions contained in this Amendment; and

         WHEREAS, the Borrower has determined that this Amendment is in the
Borrower's best interest.

         NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:

         1. The Borrower hereby certifies to the Lenders that, to the best of
the Borrower's knowledge and belief after due inquiry, the representations and
warranties contained in the Loan Agreement, as modified by this Amendment, are
true as of the date hereof and that no Event of



<PAGE>


Default under the Loan Agreement or any document executed in connection
therewith has occurred and is continuing.

         2. The Borrower acknowledges and agrees that the Borrower has no
offsets, defenses, claims or counterclaims against the Lenders with respect to
the Loan Agreement, this Amendment or any other document, instrument or
agreement executed and delivered by Borrower to any of the Lenders in connection
therewith and, to the extent that the Borrower has any such offsets, defenses,
claims or counterclaims, the Borrower hereby affirmatively WAIVES any such
offsets, defenses, claims or counterclaims and specifically RELEASES the Lenders
for any such liability on account thereof.

         3. Section 2-1 of the Loan Agreement is hereby amended by deleting same
in its entirety and substituting the following therefor:

                  112-1 TERM NOTES. Upon satisfaction by the Borrower of all
                  conditions precedent to the effectiveness of this Agreement,
                  the Lender shall make loans to the Borrower (i) in the
                  aggregate amount of $2,100,000.00 to be repaid in accordance
                  with the terms and conditions of certain Commercial Promissory
                  Notes of even date in the form of EXHIBIT 2-1, and (ii) in the
                  aggregate amount of $2,000,000.00 to be repaid in accordance
                  with the terms and conditions of certain Supplemental
                  Commercial Promissory Notes dated on or about July __, 2000 in
                  the form of EXHIBIT 2-1A (the Commercial Promissory Notes and
                  the Supplemental Commercial Promissory Notes shall be referred
                  to herein individually and collectively as the "Term Notes").

         4. The definition of "Commitment" set forth in Article 4 is hereby
deleted in its entirety and replaced with the following:

                  ""Commitment": $7,850,000 plus Acquisition Loans."

         5. The definition of "Funded Debt" set forth in Article 4 is hereby
deleted in its entirety and replaced with the following;

                  ""Funded Debt": any and all interest bearing indebtedness of
                  the Borrower or any subsidiary including any and all 
                  subordinated indebtedness."

         6. The definition of "Subsidiary" set forth in Article 4 is hereby
deleted in its entirety and replaced with the following:

                  ""Subsidiary":  shall mean, individually and collectively, 
                  each entity constituting a subsidiary of the Borrower,
                  including, without


                                      2



<PAGE>


                  limitation, the following: (a) Ealing Scientific Limited, (b) 
                  Harvard Apparatus Limited, (c) Harvard Apparatus S.A.R.L., 
                  f/k/a Ealing S.A.R.L., (d) Biochrom Limited and (e) Hugo Sachs
                  Elektronik Harvard Apparatus GmbH."

         7. The Loan Agreement is hereby amended by deleting Exhibits 6-2, 6-4,
6-5, 6-7, 6-21 and 6-24 in their entirety and replacing them with Exhibits 6-2,
6-4, 6-5, 6-7, 6-21 and 6-24 attached hereto and specifically incorporated by
reference herein.

         8. The Loan Agreement is hereby amended by adding the following Section
after Section 13-15:

                  "SECTION 13-16. PLEDGE/PARTICIPATIONS. Each Lender, may at any
                  time pledge all or any portion of its rights under the loan
                  documents including any portion of any promissory note
                  executed in connection with this Agreement to any one of the
                  twelve (12) Federal Reserve Banks organized under Section 4 of
                  the Federal Reserve Act, 12 U.S.C. Section 341. No such pledge
                  or enforcement thereof shall release such Lender from its
                  obligation under any of the loan documents. In addition, each
                  Lender shall have the unrestricted right at any time and from
                  time to time, and without the consent of or notice to the
                  Borrower, to grant to one or more banks or other financial
                  institutions (each a "Participant") participating interests in
                  such Lender's obligation to lend hereunder and/or any or all
                  of the loans held by the Lender hereunder. In the event of any
                  such grant by a Lender of a participating interest to a
                  Participant, whether or not upon notice to the Borrower, such
                  Lender shall remain responsible for the performance of its
                  obligations hereunder. Each Lender may furnish information
                  concerning the Borrower in its possession from time to time to
                  prospective assignees and Participants provided that the
                  Lender shall require any such prospective assignee or
                  Participant to agree in writing to maintain the
                  confidentiality of such information."

         9. This Amendment shall become effective as of the date hereof upon the
satisfaction of the following conditions:

                   (a)     LOAN DOCUMENTS. The Agent shall have received this
                           Amendment executed and delivered by a duly authorized
                           officer of the Borrower, with a counterpart for each
                           Lender.

                   (b)     CORPORATE PROCEEDINGS OF BORROWER. The Agent shall
                           have received, with a counterpart for each Lender,
                           resolutions of the Borrower authorizing the
                           execution, delivery and


                                       3



<PAGE>


                           performance of this Amendment and all transactions
                           contemplated hereby.

                   (c)     OFFICER'S CERTIFICATE. The Borrower shall have
                           delivered to the Agent an Officer's Certificate in
                           the form of Exhibit A hereto.

                   (d)     OPINION OF COUNSEL. The Borrower shall have delivered
                           to the Agent an opinion of Goodwin, Procter & Hoar,
                           LLP, counsel to the Borrower, in form and substance
                           satisfactory to the Agent. The Agent may, in its
                           discretion, waive the terms of this subsection as a
                           precondition to the effectiveness of this Amendment.

                   (e)     SUPPLEMENTAL TERM NOTES. The Borrower shall have
                           delivered to the Agent Supplemental Commercial
                           Promissory Notes in the aggregate amount of
                           $2,000,000.00 in the form of EXHIBIT 2-1A.

                   (f)     CONSENT OF SUBORDINATED DEBT HOLDERS. The Borrower
                           shall have delivered to the Agent a ratification and
                           consent of the Subordination Agreement executed by
                           all parties thereto in form and substance
                           satisfactory to the Agent.

                   (g)     PLEDGE AGREEMENT.  The Borrower shall have delivered
                           to the Agent a Ratification and Amendment to Pledge
                           Agreement ratifying the existing documents and 
                           pledging to the Agent for the benefit of the Lenders,
                           the Borrower's stock ownership interest in Hugo Sachs
                           Elektronik - Harvard Apparatus, GmbH, with stock 
                           certificates and stock powers pertaining thereto, 
                           each in form and substance satisfactory to the Agent.
                           The Agent may, in its discretion, waive the terms of 
                           this subsection as a precondition to the 
                           effectiveness of this Amendment.

                   (h)     INTELLECTUAL PROPERTY SECURITY AGREEMENTS. The
                           Borrower shall have delivered to the Agent such
                           intellectual property security documents as the Agent
                           may require, in form and substance satisfactory to
                           the Agent confirming that the Borrower has granted to
                           the Agent a security interest in all intellectual
                           property of the Borrower.

                   (i)     ACQUISITION DOCUMENTS.  The Borrower shall have
                           delivered to the Agent evidence that the acquisition
                           of certain assets of


                                       4



<PAGE>


                           AmiKa Corp. free and clear of all liens and
                           encumbrances has been completed, which evidence shall
                           be in form and substance satisfactory to the Agent.

                   (j)     ADDITIONAL ASSURANCES. The Borrower shall have 
                           delivered to the Agent such additional documents,
                           instruments or agreements as the Agent may reasonably
                           require in order to more fully confirm, vest and/or
                           perfect the Agent's first perfected security interest
                           in and to all collateral now or previously granted to
                           the Agent more securely in the Agent and the Lenders
                           and to otherwise give effect to the terms of this 
                           Amendment.

                   (k)     FEES. The Borrower shall have paid to the Agent all
                           fees and expenses due by the Borrower to the Agent
                           and each Lender (including without limitation, the
                           commitment fee related to this Amendment in the
                           aggregate amount of $20,000.00) as well as all fees
                           and expenses of the Agent's and/or any Lender's
                           attorneys.

         10. This Amendment and all other documents, instruments or agreements
executed in connection herewith incorporate all discussions and negotiations
between the Borrower and the Lenders, either expressed or implied, concerning
the matters included herein, any statute, custom, or usage to the contrary
notwithstanding. No such discussions or negotiations shall limit, modify or
otherwise affect the provisions hereof. No modification, amendment, or waiver of
any provision of this Amendment or the Loan Agreement or any provision under any
other agreement, document or instrument between the Borrower and the Lenders
shall be effective unless executed in writing by the party to be charged with
such modification, amendment or waiver, and if such party be a Lender, then by a
duly authorized officer thereof.

         11. Except as specifically modified herein, the Loan Agreement shall
remain in full force and effect as originally written and the Borrower hereby
ratifies and confirms all terms and conditions contained therein and further
ratifies and reaffirms all representations and warranties made therein as of the
date hereof.

         12. This Amendment shall be governed by and construed in accordance
with the laws of the Commonwealth of Massachusetts and shall take effect as a
sealed instrument.

         13. This Amendment may be executed in one or more counterparts, each of
which shall be deemed to be an original and all of which, when taken together,
shall be deemed to be one and the same instrument.

                  [Remainder of page intentionally left blank]


                                       5



<PAGE>


         IN WITNESS WHEREOF, the parties have hereunto set their hands and seals
as of the date first written above.

                                                   HARVARD APPARATUS, INC.

                                                   By: /s/ DAVID GREEN

                                                   Title: PRESIDENT

ACKNOWLEDGED AND AGREED:

per pro BROWN BROTHERS HARRIMAN & CO.,
as Agent and as a Lender

By:  /s/ TIMOTHY T. TELMAN
Name:  TIMOTHY T. TELMAN                                  
Title: VICE PRESIDENT                                    

FLEET NATIONAL BANK f/k/a
BankBoston, N.A.,
as a Lender

By:  /s/ MICHAEL BROCHETTI
Name:  MICHAEL BROCHETTI
Title: VICE PRESIDENT



                                       6


<PAGE>

                                                                 Exhibit 2-1A

                     SUPPLEMENTAL COMMERCIAL PROMISSORY NOTE

$1,000,000.00                                             Boston, Massachusetts
                                                                  July 14, 2000

         FOR VALUE RECEIVED, the undersigned promises to pay to the order of
BROWN BROTHERS HARRIMAN & CO. (together with any successors or assigns, the
"Bank") at the office of the Bank located at 40 Water Street, Boston,
Massachusetts ONE MILLION 00/100 Dollars ($1,000,000.00) as provided below:

                  In quarterly principal installments of (a) $62,500.00 each
                  payable on each September 30, December 30, March 30 and June
                  30 during the term of this Note, and (b) a final principal
                  installment of the entire remaining principal balance on June
                  30, 2004;

with interest thereon calculated at a floating rate equal to 1% above the Base
Rate per annum.

         Interest shall be payable quarterly in arrears commencing on September
30, 2000 and on each December 30, March 30, June 30, and September 30 thereafter
during the term of this Note and on the date the final principal installment
under this Note becomes due or the entire amount of this Note becomes due and
payable in full (whether by acceleration or otherwise). If this Note bears
interest at a floating rate, the applicable floating rate shall change as and
when the Base Rate changes. Interest shall be calculated on the basis of a
360-day year for the actual number of days elapsed including holidays and days
on which the Bank is not open for the conduct of banking business.

SECTION 1.  PAYMENT TERMS.

         1.1 PAYMENTS; PREPAYMENTS. All payments hereunder shall be made by the
undersigned to the Bank in United States currency at the Bank's address
specified above (or at such other address as the Bank may specify), in
immediately available funds, on or before 2:00 p.m. (Boston, Massachusetts time)
on the due date thereof. Payments received by the Bank prior to the occurrence
of an Event of Default will be applied FIRST to fees, expenses and other amounts
due hereunder (excluding principal and interest); SECOND, to accrued interest;
and third to outstanding principal. After the occurrence of an Event of Default
payments will be applied to the Obligations under this Note as the Bank
determines in its sole discretion. The undersigned may pay all or a portion of
the amount owed earlier than it is due without penalty. If this Note is payable
in installments, prepayments shall be applied to installments of principal in
the inverse order of the date on which they become due. Amounts prepaid may not
be reborrowed.


                                      -1-


<PAGE>

         1.2      (Intentionally omitted.)

         1.3 DEFAULT RATE. To the extent permitted by applicable law, upon and
after the occurrence of an Event of Default (whether or not the Bank has
accelerated payment of this Note), interest on principal and overdue interest
shall, at the option of the Bank, be payable on demand at a rate per annum (the
"Default Rate") equal to 2% per annum above the rate of interest otherwise
payable hereunder.

SECTION 2.  DEFAULTS AND REMEDIES.

         2.1 DEFAULT. The occurrence of any Event of Default as defined in a
certain Amended and Restated Loan and Security Agreement dated as of March 2,
1999 entered into by and between, among others, the undersigned and the Agent,
as amended through the date hereof (as amended and as may be further amended,
the "Loan Agreement").

         2.2 REMEDIES. Upon an Event of Default, or at any time thereafter, at
the option of the Bank, all Obligations of the undersigned shall become
immediately due and payable without notice or demand and, if the Obligations are
secured, the Bank shall then have in any jurisdiction where enforcement hereof
is sought, in addition to all other rights and remedies provided by agreement or
at law or in equity, the rights and remedies of a secured party under the
Uniform Commercial Code of Massachusetts. All rights and remedies of the Bank
are cumulative and are exclusive of any rights or remedies provided by law or
any other agreement, and may be exercised separately or concurrently.

SECTION 3.  DEFINITIONS.

         For purposes of this Note, the following definitions shall apply:

         "Agent" shall mean Brown Brothers Harriman & Co., a New York limited
partnership;

         "Base Rate" shall have the meaning set forth in the Loan Agreement;

         "Obligation" means any obligation hereunder or otherwise of any Obligor
to the Bank or to any of its affiliates, whether direct or indirect, absolute or
contingent, due or to become due, now existing or hereafter arising including,
without limitation, any Liabilities as defined in the Loan Agreement; and

         "Obligor" means the undersigned, any guarantor or any other person
primarily or secondarily liable hereunder or in respect hereof, including any
person or entity who has pledged or granted 


                                      -2-


<PAGE>

to the Bank a security interest or other lien in property on behalf of the
undersigned to constitute collateral for the Obligations.

SECTION 4.  MISCELLANEOUS.

         4.1 WAIVER, AMENDMENT. No delay or omission on the part of the Bank in
exercising any right hereunder shall operate as a waiver of such right or of any
other right under this Note. No waiver of any right or amendment hereto shall be
effective unless in writing and signed by the Bank nor shall a waiver on one
occasion be construed as a bar to or waiver of any such right on any future
occasion. Each Obligor waives presentment, demand, notice, protest, and all
other demands and notices in connection with the delivery, acceptance,
performance, default or enforcement of this Note or of any collateral for the
Obligations, and assents to any extensions or postponements of the time of
payment or any and all other indulgences under this Note or with respect to any
such collateral, to any and all substitutions, exchanges or releases of any such
collateral, or to any and all additions or releases of any other parties or
persons primarily or secondarily liable hereunder, which from time to time be
granted by the Bank in connection herewith regardless of the number or period of
any extensions.

         4.2 SECURITY; SET-OFF. The undersigned grants to the Bank, as security
for the full and punctual payment and performance of the Obligations, a
continuing lien on and security interest in all securities or other property
belonging to the undersigned now or hereafter held by the Bank and in all
deposits (general or special, time or demand, provisional or final) and other
sums credited by or due from the Bank to the undersigned or subject to
withdrawal by the undersigned; and regardless of the adequacy of any collateral
or other means of obtaining repayment of the Obligations, the Bank is hereby
authorized at any time and from time to time, after the occurrence and during
the continuation of an Event of Default without notice to the undersigned (any
such notice being expressly waived by the undersigned) and to the fullest extent
permitted by law, to set off and apply such deposits and other sums against the
Obligations of the undersigned, whether or not the Bank shall have made any
demand under this Note and although such Obligations may be contingent or
unmatured.

         4.3 TAXES. The undersigned agrees to indemnify the Bank from and hold
it harmless from and against any transfer taxes, documentary taxes, assessments
or charges made by any governmental authority by reason of the execution,
delivery, and performance of this Note and any collateral for the Obligations.

         4.4 EXPENSES. The undersigned will pay on demand all expenses of the
Bank in connection with the preparation, default, collection or enforcement of
this Note or any collateral for the 


                                      -3-


<PAGE>

Obligations, or any waiver or amendment of any provision of any of the
foregoing, including, without limitation, reasonable attorneys fees of outside
legal counsel, and including without limitation any reasonable fees or expenses
associated with any travel or other costs relating to any appraisals,
examinations, administration of the Obligations or any collateral therefor, and
the amount of all such expenses shall be an Obligation secured by any such
collateral.

         4.5 BANK RECORDS. The entries on the records of the Bank (including any
appearing on this Note) shall be prima facie evidence of the aggregate principal
amount outstanding under this Note and interest accrued thereon.

         4.6 FINANCIAL INFORMATION. The undersigned shall furnish the Bank from
time to time with such financial statements and other information relating to
any Obligor or any collateral securing this Note as and to the extent provided
in the Loan Agreement.

         4.7 GOVERNING LAW, CONSENT TO JURISDICTION. This Note is intended to
take effect as a sealed instrument and shall be governed by, and construed in
accordance with, the laws of The Commonwealth of Massachusetts, without regard
to its conflicts of laws rules. The undersigned agrees that any suit for the
enforcement of this Note may be brought in the courts of The Commonwealth of
Massachusetts or any Federal Court sitting in such Commonwealth and consents to
the non-exclusive jurisdiction of each such court and to service of process in
any such suit being made upon the undersigned by mail at the address specified
below. The undersigned hereby waives any objection that it may now or hereafter
have to the venue of any such suit or any such court or that such suit was
brought in an inconvenient court.

         4.8 SEVERABILITY; AUTHORIZATION TO COMPLETE; PARAGRAPH HEADINGS. If any
provision of this Note shall be invalid, illegal or unenforceable, such
provisions shall be severable from the remainder of this Note and the validity,
legality and enforceability of the remaining provisions shall not in any way be
affected or impaired thereby. The Bank is hereby authorized, without further
notice, to fill in any blank spaces on this Note, and to date this Note as of
the date funds are first advanced hereunder. Paragraph headings are for the
convenience of reference only and are not a part of this Note and shall not
affect its interpretation.


                                      -4-


<PAGE>

         4.9 JURY WAIVER. THE BANK (BY ITS ACCEPTANCE OF THIS NOTE) AND THE
UNDERSIGNED AGREE THAT NEITHER OF THEM, INCLUDING ANY ASSIGNEE OR SUCCESSOR
SHALL SEEK A JURY TRIAL IN ANY LAWSUIT, PROCEEDING, COUNTERCLAIM, OR ANY OTHER
LITIGATION PROCEDURE BASED UPON, OR ARISING OUT OF, THIS NOTE, ANY RELATED
INSTRUMENTS, ANY COLLATERAL OR THE DEALINGS OR THE RELATIONSHIP BETWEEN OR AMONG
ANY OF THEM. NEITHER THE BANK NOR THE UNDERSIGNED SHALL SEEK TO CONSOLIDATE ANY
SUCH ACTION WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT
BEEN WAIVED. THE PROVISIONS OF THIS PARAGRAPH HAVE BEEN FULLY DISCUSSED BY THE
BANK AND THE UNDERSIGNED, AND THESE PROVISIONS SHALL BE SUBJECT TO NO
EXCEPTIONS. NEITHER THE BANK NOR THE UNDERSIGNED HAS AGREED WITH OR REPRESENTED
TO THE OTHER THAT THE PROVISIONS OF THIS PARAGRAPH WILL NOT BE FULLY ENFORCED IN
ALL INSTANCES.

                                                 HARVARD APPARATUS, INC.

Witness:                                         ______________________________

                                                 By: /s/ David Green
/s/ Susan Luscinski                                  --------------------------
------------------------------
                                                 Title: President
                                                       -----------------------
                                                 Address:

                                                 84 October Hill Rd.
                                                 Holliston, MA




                                      -5-

<PAGE>

                                                                 Exhibit 2-1A


                     SUPPLEMENTAL COMMERCIAL PROMISSORY NOTE

$1,000,000.00                                             Boston, Massachusetts
                                                                  July 14, 2000

         FOR VALUE RECEIVED, the undersigned promises to pay to the order of
FLEET NATIONAL BANK f/k/a BANKBOSTON, N.A. (together with any successors or
assigns, the "Bank") at the office of Brown Brothers Harriman & Co. (the
"Agent") located at 40 Water Street, Boston, Massachusetts pursuant to the Loan
Agreement (defined below) ONE MILLION 00/100 Dollars ($1,000,000.00) as provided
below:

                  In quarterly principal installments of (a) $62,500.00 each
                  payable on each September 30, December 30, March 30 and June
                  30 during the term of this Note, and (b) a final principal
                  installment of the entire remaining principal balance on June
                  30, 2004;

with interest thereon calculated at a floating rate equal to 1% above the Base
Rate per annum.

         Interest shall be payable quarterly in arrears commencing on September
30, 2000 and on each December 30, March 30, June 30 and September 30 thereafter
during the term of this Note and on the date the final principal installment
under this Note becomes due or the entire amount of this Note becomes due and
payable in full (whether by acceleration or otherwise). If this Note bears
interest at a floating rate, the applicable floating rate shall change as and
when the Base Rate changes. Interest shall be calculated on the basis of a
360-day year for the actual number of days elapsed including holidays and days
on which the Bank is not open for the conduct of banking business.

SECTION 1.  PAYMENT TERMS.


                                       -1-


<PAGE>

         1.1 PAYMENTS; PREPAYMENTS. All payments hereunder shall be made by the
undersigned to the Agent in United States currency at the Agent's address
specified above (or at such other address as the Agent may specify), in
immediately available funds, on or before 2:00 p.m. (Boston, Massachusetts time)
on the due date thereof. Payments received by the Agent prior to the occurrence
of an Event of Default will be applied FIRST to fees, expenses and other amounts
due hereunder (excluding principal and interest); SECOND, to accrued interest;
and THIRD to outstanding principal. After the occurrence of an Event of Default
payments will be applied to the Obligations under this Note as the Agent
determines in its sole discretion. The undersigned may pay all or a portion of
the amount owed earlier than it is due without penalty. If this Note is payable
in installments, prepayments shall be applied to installments of principal in
the inverse order of the date on which they become due. Amounts prepaid may not
be reborrowed.

         1.2      (Intentionally omitted.)

         1.3 DEFAULT RATE. To the extent permitted by applicable law, upon and
after the occurrence of an Event of Default (whether or not the Bank has
accelerated payment of this Note), interest on principal and overdue interest
shall, at the option of the Agent, be payable on demand at a rate per annum (the
"Default Rate") equal to 2% per annum above the rate of interest otherwise
payable hereunder.

SECTION 2.  DEFAULTS AND REMEDIES.

         2.1 DEFAULT. The occurrence of any Event of Default as defined in a
certain Amended and Restated Loan and Security Agreement dated as of March 2,
1999 entered into by and between, among others, the undersigned and the Agent,
as amended through the date hereof (as amended and as may be further amended,
the "Loan Agreement").

         2.2 REMEDIES. Upon an Event of Default, or at any time thereafter, at
the option of the Agent, all Obligations of the undersigned shall become
immediately due and payable without notice or demand and, if the Obligations are
secured, the Agent shall then have in any jurisdiction where enforcement hereof
is sought, in addition to all other rights and remedies provided by agreement or
at law or in equity, the rights and remedies of a secured party under the
Uniform Commercial Code of Massachusetts. All rights and remedies of the Agent
are cumulative and are exclusive of any rights or remedies provided by law or
any other agreement, and may be exercised separately or concurrently.


                                      -2-


<PAGE>

SECTION 3.  DEFINITIONS.

         For purposes of this Note, the following definitions shall apply:

         "Agent" shall mean Brown Brothers Harriman & Co., a New York limited
partnership;

         "Base Rate" shall have the meaning set forth in the Loan Agreement;

         "Obligation" means any obligation hereunder or otherwise of any Obligor
to the Bank or to any of its affiliates, whether direct or indirect, absolute or
contingent, due or to become due, now existing or hereafter arising including,
without limitation, any Liabilities as defined in the Loan Agreement; and

         "Obligor" means the undersigned, any guarantor or any other person
primarily or secondarily liable hereunder or in respect hereof, including any
person or entity who has pledged or granted to the Agent a security interest or
other lien in property on behalf of the undersigned to constitute collateral for
the Obligations.

SECTION 4.  MISCELLANEOUS.

         4.1 WAIVER, AMENDMENT. No delay or omission on the part of the Agent in
exercising any right hereunder shall operate as a waiver of such right or of any
other right under this Note. No waiver of any right or amendment hereto shall be
effective unless in writing and signed by the Agent nor shall a waiver on one
occasion be construed as a bar to or waiver of any such right on any future
occasion. Each Obligor waives presentment, demand, notice, protest, and all
other demands and notices in connection with the delivery, acceptance,
performance, default or enforcement of this Note or of any collateral for the
Obligations, and assents to any extensions or postponements of the time of
payment or any and all other indulgences under this Note or with respect to any
such collateral, to any and all substitutions, exchanges or releases of any such
collateral, or to any and all additions or releases of any other parties or
persons primarily or secondarily liable hereunder, which from time to time be
granted by the Agent in connection herewith regardless of the number or period
of any extensions.

         4.2 SECURITY; SET-OFF. The undersigned grants to the Bank, as security
for the full and punctual payment and performance of the Obligations, a
continuing lien on and security interest in all securities or other property
belonging to the undersigned now or hereafter held by the Bank and in all
deposits (general or special, time or demand, provisional or final) and other
sums credited by or due from the Bank to the undersigned or subject to
withdrawal by the undersigned; and regardless of the adequacy of 


                                      -3-


<PAGE>

any collateral or other means of obtaining repayment of the Obligations, the
Bank is hereby authorized at any time and from time to time, after the
occurrence and during the continuation of an Event of Default without notice to
the undersigned (any such notice being expressly waived by the undersigned) and
to the fullest extent permitted by law, to set off and apply such deposits and
other sums against the Obligations of the undersigned, whether or not the Agent
shall have made any demand under this Note and although such Obligations may be
contingent or unmatured.

         4.3 TAXES. The undersigned agrees to indemnify the Bank from and hold
it harmless from and against any transfer taxes, documentary taxes, assessments
or charges made by any governmental authority by reason of the execution,
delivery, and performance of this Note and any collateral for the Obligations.

         4.4 EXPENSES. The undersigned will pay on demand all expenses of the
Bank in connection with the preparation, default, collection or enforcement of
this Note or any collateral for the Obligations, or any waiver or amendment of
any provision of any of the foregoing, including, without limitation, reasonable
attorneys fees of outside legal counsel, and including without limitation any
reasonable fees or expenses associated with any travel or other costs relating
to any appraisals, examinations, administration of the Obligations or any
collateral therefor, and the amount of all such expenses shall be an Obligation
secured by any such collateral.

         4.5 AGENT RECORDS. The entries on the records of the Agent (including
any appearing on this Note) shall be prima facie evidence of the aggregate
principal amount outstanding under this Note and interest accrued thereon.

         4.6 FINANCIAL INFORMATION. The undersigned shall furnish the Agent from
time to time with such financial statements and other information relating to
any Obligor or any collateral securing this Note as and to the extent provided
in the Loan Agreement.

         4.7 GOVERNING LAW, CONSENT TO JURISDICTION. This Note is intended to
take effect as a sealed instrument and shall be governed by, and construed in
accordance with, the laws of The Commonwealth of Massachusetts, without regard
to its conflicts of laws rules. The undersigned agrees that any suit for the
enforcement of this Note may be brought in the courts of The Commonwealth of
Massachusetts or any Federal Court sitting in such Commonwealth and consents to
the non-exclusive jurisdiction of each such court and to service of process in
any such suit being made upon the undersigned by mail at the address specified
below. The undersigned hereby waives any objection that it may now or hereafter
have to the venue of any such suit or any such court or that such suit was
brought in an inconvenient court.


                                      -4-


<PAGE>

         4.8 SEVERABILITY; AUTHORIZATION TO COMPLETE; PARAGRAPH HEADINGS. If any
provision of this Note shall be invalid, illegal or unenforceable, such
provisions shall be severable from the remainder of this Note and the validity,
legality and enforceability of the remaining provisions shall not in any way be
affected or impaired thereby. The Bank is hereby authorized, without further
notice, to fill in any blank spaces on this Note, and to date this Note as of
the date funds are first advanced hereunder. Paragraph headings are for the
convenience of reference only and are not a part of this Note and shall not
affect its interpretation.

         4.9 JURY WAIVER. THE BANK (BY ITS ACCEPTANCE OF THIS NOTE) AND THE
UNDERSIGNED AGREE THAT NEITHER OF THEM, INCLUDING ANY ASSIGNEE OR SUCCESSOR
SHALL SEEK A JURY TRIAL IN ANY LAWSUIT, PROCEEDING, COUNTERCLAIM, OR ANY OTHER
LITIGATION PROCEDURE BASED UPON, OR ARISING OUT OF, THIS NOTE, ANY RELATED
INSTRUMENTS, ANY COLLATERAL OR THE DEALINGS OR THE RELATIONSHIP BETWEEN OR AMONG
ANY OF THEM. NEITHER THE BANK NOR THE UNDERSIGNED SHALL SEEK TO CONSOLIDATE ANY
SUCH ACTION WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT
BEEN WAIVED. THE PROVISIONS OF THIS PARAGRAPH HAVE BEEN FULLY DISCUSSED BY THE
BANK AND THE UNDERSIGNED, AND THESE PROVISIONS SHALL BE SUBJECT TO NO
EXCEPTIONS. NEITHER THE BANK NOR THE UNDERSIGNED HAS AGREED WITH OR REPRESENTED
TO THE OTHER THAT THE PROVISIONS OF THIS PARAGRAPH WILL NOT BE FULLY ENFORCED IN
ALL INSTANCES.

                                                 HARVARD APPARATUS, INC.

Witness:
                                                     --------------------------

/s/ Susan Luscinski                              By: /s/ David Green
-------------------------------                      --------------------------


                                                 Title: President
                                                     --------------------------

                                                 Address:

                                                 84 October Hill Rd.
                                                 Holliston, MA


                                      -5-


<PAGE>

                                                                    Exhibit A

                                   CERTIFICATE

                                                            Date: July 14, 2000

Brown Brothers Harriman & Co., Agent
40 Water Street
Boston, Massachusetts

ATTENTION:        TIMOTHY T. TELMAN,
                  VICE PRESIDENT

Dear Sir:

         This Certificate is delivered to you in connection with the amendment
of a certain loan arrangement between you as Agent and lender and Harvard
Apparatus, Inc. (hereinafter, the "BORROWER"), a Massachusetts corporation with
its principal executive offices at 84 October Hill Road, Holliston,
Massachusetts as Borrower, and pursuant to Section 9-c of a certain Second
Amendment to Amended and Restated Loan and Security Agreement of even date,
which amends a certain Amended and Restated Loan and Security Agreement dated
March 2, 1999 (hereinafter, as amended, the "LOAN AGREEMENT"). Terms used herein
which are defined in the Loan Agreement are used as so defined.

         1. The undersigned, acting on behalf of the Borrower, has reviewed each
of the loan documents executed in connection with the subject loan arrangements
and has had the benefit of independent counsel of the Borrower's selection in
connection with the review and negotiation of the loan documents.

         2. The undersigned has also reviewed the Loan Agreement and the other
loan documents and has made such investigation of the business and affairs of
the Borrower and such inquiry of the officers of the Borrower as the undersigned
deems appropriate in the circumstances. Following such review and investigation,
the undersigned CERTIFIES that, to the best knowledge of the undersigned, as of
this day:

                  (a) All representations and warranties made by the Borrower in
         the Loan Agreement, and in any other loan document to which the
         Borrower is a party are true and complete in all material respects on
         and as of the date hereof.


                                      -1-


<PAGE>

                  (b) No event has occurred or failed to occur, which occurrence
         or which failure to occur constitutes, or solely with the passage of
         time or the giving of notice (or both) would constitute, an Event of
         Default.

                                                 Very truly yours,

                                                 HARVARD APPARATUS, INC.

                                                 By: /s/ David Green
                                                     --------------------------

                                                 Name: David Green
                                                       ------------------------

                                                 Title: President
                                                       ------------------------


                                      -2-


<PAGE>

                                  SCHEDULE 6.2

                                RELATED ENTITIES

Ealing Scientific LTD.
D/B/A Harvard Apparatus Canada
6010 Vanden Abeele
Saint-Laurent Quebec H4S-1R9
Canada

Harvard Apparatus S.A.R.L.
6 avenue des Andes
Minipare Bat 8
91952 LES ULIS CEDEX
France

Harvard Apparatus LTD.
Fircroft Way
Edenbridge Kent TN8 68E
England

Biochrom Limited
Cambridge Science Park
Milton Road
Cambridge CB4 4FJ
England

Hugo Sachs Elektronik - Harvard Apparatus GmbH
Gruenstrasse 1
D-79232 March-Hugstetten
Germany



<PAGE>

                                  SCHEDULE 6.4

                                   TRADE NAMES

i.       Trade Names & Styles

         Harvard Apparatus Inc.
         HAI Acquisition Corp.
         Guell LTD.
         Harvard Apparatus LTD.
         Ealing Scientific LTD.
         Harvard Apparatus Canada
         Harvard Apparatus S.A.R.L.
         Harvard Biosciences
         Biochrom Ltd.
         Hugo Sachs Elektronik-Harvard Apparatus GmbH
         AmiKa Corporation

ii.      Legal Names & Statuses

         Harvard Apparatus Inc.
         HAI Acquisition Corp.
         Guell LTD.
         Harvard Apparatus LTD.
         Ealing Scientific LTD.
         Harvard Apparatus S.A.R.L.
         Biochrom Ltd.
         Hugo Sachs Elektronik-Harvard Apparatus GmbH
         AmiKa Corporation

iii.     Entities/Parties From Whom Borrower Acquired Assets

         Welsh & Bailey Inc., formerly Harvard Apparatus Inc.
         Medical Systems Corporation of Greenvale New York
         Pharmacia & Upjohn Inc. of Kalamazoo, Michigan
         Clark Electromedical Instruments of Reading, United Kingdom
         Trega Biosciences Inc. of San Diego, California
         Hugo Sachs Elektronik of March-Hugstetten, Germany
         Eppendorf-Netheler-Hinz GmbH of Hamburg, Germany
         AmiKa Corporation of Columbia, Maryland


                                       2


<PAGE>

                                  SCHEDULE 6.5

                             LOCATIONS OF COLLATERAL

The following collateral are kept at other than the offices of the Borrower:

         A.       Original Stock Certificates:

                  Ealing Scientific LTD     17,500 shares
                  Harvard Apparatus LTD     35 shares
                  Biochrom Limited          35 shares

         B.       Key Man Life Insurance Policies:

                  $1m      On Chane Graziano#00634149
                  $1m      On David Green   #00634151

                  Located in safe deposit box at:    Middlesex Bank
                                                     830 Washington Street.
                                                     Holliston, MA  01746

         C.       Tooling, Molds, Dies and Artwork:

                  Various items of above nature kept a vendors' location


                                       3


<PAGE>

                                  SCHEDULE 6.6

                                 TITLE TO ASSETS

         Leasetec Systems Credit has made precautionary UCC filings with respect
to certain leased equipment.













                                       4


<PAGE>


                                  SCHEDULE 6.7

                                  INDEBTEDNESS

         Indebtedness under Subordinated Debentures of the Borrower dated as of
March 15, 1996 in an aggregate principal amount outstanding as of July 12, 2000
of $675,000.














                                       5


<PAGE>

                                  SCHEDULE 6.8

                               INSURANCE POLICIES

         The Borrower has the following insurance policies in place:


<TABLE>
<CAPTION>
<S>                                       <C>                                      <C>
Key Man Life Insurance                    Lincoln Benefits Life Co.                 Chane Graziano #00634151
Key Man Life Insurance                    Lincoln Benefits Life Co.                 David Green #00634149
Automobile Insurance                      Arbella Mutual Ins. Co.                   #Q2N070654-00
Flood Insurance                           National Flood Ins. Co.                   #FL 1-6405-8902-2
Package Policy                            Chubb Ins. Group                          binder
Foreign Liability                         Chubb Ins. Group                          binder
Worker's Compensation                     Chubb Ins. Group                          # 7163-99-07
Commercial Umbrella                       Westchester Specialty Group               #CUA 102801-01
Crime/Fiduciary/Executive                 Chubb Ins. Group                          #8091-63-09-L
Business Travel Accident Ins.             AIG Life Ins. Co.                         # GTO804628
Customs Bond                              Roanoke Brokerage Serv. Co.               #0049601646/ser#1632552

</TABLE>








                                       6


<PAGE>

                                  SCHEDULES 6.9

                                    LICENSES

The Borrower holds the following licenses for:

         The manufacture and sale of CPK products

         The manufacture and sale of Microdialysis Probes

         The sale of pumps under US patent "Infusion Pump for at least one
         syringe" #8394481

         The manufacture and sale of oxygen imaging products under US Patent
         #4,947,850

         The manufacture and sale of Puretip under US Patent Application
         #09/591,009


                                       7


<PAGE>

                                  SCHEDULE 6.17

                                   LITIGATION

15 Smith St.      Plaintiff alleges environmental contamination 
                  close to a site once occupied by The Harvard 
                  Apparatus Company. Harvard Apparatus, Inc. has no 
                  relation to The Harvard Apparatus Company.

Marie-Francois    Plaintiff is a former employee of Harvard Apparatus S.A.R.L. 
Lazzari           and is suing the company for wrongful termination.
(Pending)

Barry Cohen       The Borrower is suing for infringement of tradedress and 
and Kent          unauthorized use of proprietary information.
Scientific








                                       8


<PAGE>

                                  SCHEDULE 6.20

                              GOVERNMENT CONTRACTS

         The Borrower holds no Government Contracts other than those received in
the ordinary course of business in the form of purchase orders. At the present
time there are no such orders of a material amount.







                                       9


<PAGE>

                                  SCHEDULE 6.21

                        PATENTS, TRADEMARKS & TRADE NAMES

A.       The Borrower has the rights to the following Trademarks, trade names 
         and patents:


<TABLE>
<CAPTION>

<S>                                               <C>     <C>
         CPK                                      -       US Trademark
         STRONGHOLD                               -       US Trademark
         NaviCyte                                 -       US Trademark
         Whole Rat                                -       named owned
         Oxymap                                   -       US Tradename
         Oxyspot                                  -       US Tradename
         Vertical Diffusion Chamber               -       US Patent #5183760
         Horizontal Diffusion                     -       US Patent #5591636
         Infusion Pump for at Least 1 Syringe     -       Patent Application #08/394,441
         Apparatus for Electoelution              -       US Patent #5,340,449
         MicroDialysis/MicroElectro
                  Dialysis System                 -       US Patent #5,733,442
         Micro Volume Dialyzer for
                  Sample Preperation              -       Patent Application #09/272,420
         Multi-Well Equilibrium Dialysis
                  System                          -       Patent Application #09/586,985
         Interior Surface Coated Tube for
                   Sample Preparation             -       Patent Application #60/145,559
         Micro-Volume Spin Columns for
                  Sample Preparation              -       Patent Application #08/908,931
         Filtration/Separation Container
                  Without In-built Filter         -       Patent Application #60/145,557
         Low Fluid Level Warning Device           -       US Patent #5,625,344
         Unachored Sensor and Level Sensor        -       US Patent #5,767,775
         Wireless Level Switch                    -       US Patent #6,028,525
         Unanchored Sensor for Fluid
                  Characteristics                 -       US Patent #6,057,773
         Staining De-Staining and
                  Quantification of Proteins by
                  Coomassie Blue and Related
                  Dyes                            -       US Patent #5,922,186
         Droplet Chemical Reaction Chamber        -       US Patent #5,773,238
         Hydrophobic Particle-Coated
                  Aqueous Droplet Reaction
                  Chamber                         -       Patent Application #09/360,581

</TABLE>


                                       10


<PAGE>


B. Biochrom Limited has the rights to the following trademarks, tradenames and
patents:

         Registered trademarks:

                  Biochrom* (Austria, Benelux, former Czechoslovakia, France,
                  Germany, Hungary, Italy, Switzerland, former Yugoslavia)
                  GeneQuant (Great Britain)
                  Novaspec (Great Britain)
                  Ultrospec (Denmark, France, Great Britain, India**, Japan)
                  Ultropac (France)

                * registered owner is Pharmacia Biosystems GmbH. There are two
                  agreements with a German company regarding use of the
                  "Biochrom" name.

               ** registered owner is Pharmacia AB.

         Common law trademarks:

                  UniSpec                        SuproTip
                  UviMaster                      ProTip
                  UViMaster Plus                 Ultra-Micro Spin Column
                  UViMaster PC                   Macro Spin Column
                  AmiKa                          Micro-Tip Column
                  AmiKa Corp.                    LC-Alert
                  AmiKa Corporation              Smart Injector
                  Biodialyzer                    Wetness-Alert
                  Dispo-Biodialyzer              CryoGenie
                  Electro-Concentrator           Cozap
                  Electro-Separator              Prozap
                  On-Line Biodialyzer            Disp-Equilibrium Dialyzer
                  Dynamic Dialyzer
                  Micro-Equilibrium Dialyzer


         Copyrights:

                  Common law copyrights in connection with legally protectable
                  drawings, circuit diagrams, printed circuitboard layouts,
                  photographs for printed circuitboard production, manuals,
                  catalogues, promotional materials, software and websites
                  developed by Seller.



                                       11


<PAGE>

                                  SCHEDULE 6.24

                           PAYMENTS TO RELATED PARTIES

         1. Interest and principal to Chane Graziano under sub debt and Series A
Preferred Stock.

         2.       Intercompany Loans:

                  a.         Loan from Ealing Scientific LTD to Harvard 
                             Apparatus S.A.R.L. in the principal
                             amount of CDN$126,000.

                  b.         Loan from Harvard Apparatus LTD to Harvard
                             Apparatus S.A.R.L. in the principal amount of
                             $52,000 British Pounds.





<PAGE>

                                                                 Exhibit 10.16

            THIRD AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY
                     AGREEMENT DATED MARCH 2, 1999 BETWEEN
               BROWN BROTHERS HARRIMAN & CO., AS AGENT FOR ITSELF
                 AND FLEET NATIONAL BANK F/K/A BANKBOSTON, N.A.
                                       AND
                             HARVARD APPARATUS, INC.

         This Third Amendment to Amended and Restated Loan and Security
Agreement (hereinafter, the "Amendment") is made as of this __ day of October,
2000 by and between HARVARD APPARATUS, INC.,a Massachusetts corporation with its
principal executive office at 84 October Hill Road, Holliston, Massachusetts
(hereinafter, the Borrower") and BROWN BROTHERS HARRIMAN & CO. (the "Agent"), as
agent for itself and FLEET NATIONAL BANK f/k/a BankBoston, N.A., (hereinafter,
the "Lenders"), in consideration of the mutual covenants contained herein and
the benefits to be derived herefrom. Unless otherwise specified herein, all
capitalized terms shall have the same meaning as set forth in the Loan Agreement
(as defined hereinbelow).

                              W I T N E S S E T H:

         WHEREAS, the Borrower executed and delivered to the Agent a certain
Amended and Restated Loan and Security Agreement dated March 2, 1999, as amended
by Amendments dated as of December 31, 1999 and July 14, 2000 (hereinbefore and
hereinafter, as amended, the "Loan Agreement") pursuant
 to which, among other
things, the Lenders extended in favor of the Borrower a Revolving Credit in the
original maximum principal amount of $3,750,000.00, Term Notes in the aggregate
original principal amount of $2,100,000.00, and supplemental Term Notes in the
aggregate original principal amount of $2,000,00.00; and

         WHEREAS, the Borrower has requested that the Lenders (i) amend the Loan
Agreement to increase the maximum principal amount available under the Revolving
Credit from $3,750,000.00 to $4,125,000.00, and (ii)otherwise amend the Loan
Agreement as provided for herein; and

         WHEREAS, the Lenders have indicated their willingness to do so, BUT
ONLY on the terms and conditions contained in this Amendment; and

         WHEREAS, the Borrower has determined that this Amendment is in the
Borrower's best interest.

         NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:

         1. The Borrower hereby certifies to the Lenders that, to the best of
the Borrower's knowledge and belief after due inquiry, the representations and
warranties contained in the Loan Agreement, as 


<PAGE>

modified by this Amendment, are true as of the date hereof and that no Event of
Default under the Loan Agreement or any document executed in connection
therewith has occurred and is continuing.

         2. The Borrower acknowledges and agrees that the Borrower has no
offsets, defenses, claims or counterclaims against the Lenders with respect to
the Loan Agreement, this Amendment or any other document, instrument or
agreement executed and delivered by Borrower to any of the Lenders in connection
therewith and, to the extent that the Borrower has any such offsets, defenses,
claims or counterclaims, the Borrower hereby affirmatively WAIVES any such
offsets, defenses, claims or counterclaims and specifically RELEASES the Lenders
for any such liability on account thereof.

         3. Section 1-1(b)(i)(A)of the Loan Agreement is hereby amended by
deleting same in its entirety and substituting the following therefor:

                  "(A) Four Million One Hundred Twenty Five Thousand Dollars 
                  ($4,125,000.00),"

         4. Article 4 of the Loan Agreement is hereby amended by deleting the
definition of "Commitment" set forth therein in its entirety and substituting
the following therefor:

                  ""Commitment": $8,225,000.00 plus Acquisition Loans."

         5. Section 7-8 of the Loan Agreement is hereby amended, effective as of
December 31, 1999, by deleting same in its entirety and substituting the
following therefor:

                  "7-8. PROFITS. The Borrower's consolidated net income
                  (exclusive of imputed interest on warrants and options) after
                  taxes shall be no less than (a) $1,000,000.00 in fiscal year
                  1999, (b) $1,200,000.00 in fiscal year 2000, and (c)
                  $1,400,000.00 in fiscal year 2001, to be tested upon the
                  earlier of (i) completion of the Borrower's annual audited
                  financial statements, or (ii) on hundred (100) days following
                  the end of the Borrower's fiscal year."

         6. This Amendment shall become effective as of the date hereof upon 
the satisfaction of the following conditions:

                  (a)      LOAN DOCUMENTS. The Agent shall have received this
                           Amendment executed and delivered by a duly authorized
                           officer of the Borrower, with a counterpart for each
                           Lender.


                                      -2-


<PAGE>

                  (b)      CORPORATE PROCEEDINGS OF BORROWER. The Agent shall
                           have received, with a counterpart for each Lender,
                           resolutions of the Borrower authorizing the
                           execution, delivery and performance of this Amendment
                           and all transactions contemplated hereby.

                  (c)      OFFICER'S CERTIFICATE. The Borrower shall have
                           delivered to the Agent an Officer's Certificate in
                           the form of Exhibit A hereto.

                  (e)      AMENDMENT TO MASTER NOTES. The Borrower shall have
                           delivered to the Agent and the Lender an Amendment to
                           each Master Note in form and substance satisfactory
                           to the Agent to reflect the terms of this Amendment.

                  (f)      ADDITIONAL ASSURANCES. The Borrower shall have
                           delivered to the Agent such additional documents,
                           instruments or agreements as the Agent may reasonably
                           require in order to more fully confirm, vest and/or
                           perfect the Agent's first perfected security interest
                           in and to all collateral now or previously granted to
                           the Agent more securely in the Agent and the Lenders
                           and to otherwise give effect to the terms of this
                           Amendment.

                  (g)      FEES. The Borrower shall have paid to the Agent all
                           fees and expenses due by the Borrower to the Agent
                           and each Lender as well as all fees and expenses of
                           the Agent's and/or any Lender's attorneys.

         7. This Amendment and all other documents, instruments or agreements
executed in connection herewith incorporate all discussions and negotiations
between the Borrower and the Lenders, either expressed or implied, concerning
the matters included herein, any statute, custom, or usage to the contrary
notwithstanding. No such discussions or negotiations shall limit, modify or
otherwise affect the provisions hereof. No modification, amendment, or waiver of
any provision of this Amendment or the Loan Agreement or any provision under any
other agreement, document or instrument between the Borrower and the Lenders
shall be effective unless executed in writing by the party to be charged with
such modification, amendment or waiver, and if such party be a Lender, then by a
duly authorized officer thereof.


                                       -3-


<PAGE>

         8. Except as specifically modified herein, the Loan Agreement shall
remain in full force and effect as originally written and the Borrower hereby
ratifies and confirms all terms and conditions contained therein and further
ratifies and reaffirms all representations and warranties made therein as of the
date hereof.

         9. This Amendment shall be governed by and construed in accordance with
the laws of the Commonwealth of Massachusetts and shall take effect as a sealed
instrument.

         10. This Amendment may be executed in one or more counterparts, each of
which shall be deemed to be an original and all of which, when taken together,
shall be deemed to be one and the same instrument.

         IN WITNESS WHEREOF, the parties have hereunto set their hands and seals
as of the date first written above.

                                                   HARVARD APPARATUS, INC.

                                            By: /s/ James Warren
                                                -------------------------------
                                            Title: CFO
                                                -------------------------------
ACKNOWLEDGED AND AGREED:

per pro BROWN BROTHERS HARRIMAN & CO.,
as Agent and as a Lender

By: 
    --------------------------
Name: TIMOTHY T. TELMAN       
      ------------------------
Title: VICE PRESIDENT         
       -----------------------
FLEET NATIONAL BANK f/k/a
BankBoston, N.A.,
as a Lender

By:____________________________

Name:__________________________

Title:_________________________




<PAGE>
                                                                        EX. 23.2
 
                         INDEPENDENT AUDITORS' CONSENT
 
The Board of Directors
Harvard Apparatus, Inc.:
 
    We consent to the inclusion of our report dated October 19, 2000, except as
to note 20 which is as of October 25, 2000, with respect to the consolidated
balance sheets of Harvard Apparatus, Inc. and subsidiaries as of September 30,
2000, December 31, 1999 and 1998 and the related consolidated statements of
operations, stockholders' equity (deficit) and comprehensive income (loss), and
cash flows for the nine months ended September 30, 2000 and for each of the
years in the three-year period ended December 31, 1999 which report appears in
this Registration Statement, and to the reference to our firm under the heading
"Experts" in this Registration Statement.
 
/s/ KPMG LLP
 
Boston, Massachusetts
December 1, 2000





<PAGE>
                                                                    EXHIBIT 23.3
 
                       CONSENT OF INDEPENDENT ACCOUNTANTS
 
    We hereby consent to the use in this Registration Statement on Form S-1 of
our reports dated February 26, 1998 (for the year ended December 31, 1997) and
April 9, 1999 (for the year ended December 31, 1998), except for the US GAAP
reconciliation as described in Note 24 which is at September 15, 2000, relating
to the financial statements and financial statement schedules of Pharmacia &
Upjohn (Cambridge) Limited, which appear in the Registration Statement. We also
consent to the references to us under the heading "Experts" in such Registration
Statement.
 
/s/ PricewaterhouseCoopers
 
PRICEWATERHOUSECOOPERS
Cambridge, England
November 29, 2000