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(2) Incorporated by reference from 4Health's report on Form 10-Q for the quarter ended March 31, 1997. (3) Incorporated by reference from 4Health's report on Form 10-K for the year ended December 31, 1996. (4) Incorporate by reference from Surgical's registration statement on Form S-4 filed with the Commission, SEC file number 33-03243. (5) Incorporated by reference from Surgical's report on Form 10-K for the year ended March 31, 1994.

If this were to occur, we may not have adequate cash to redeem such excess and would then be in breach of the terms of the securities purchase stock agreements. OUR PRODUCTS RETURN POLICIES MAY HAVE A MATERIAL ADVERSE EFFECT UPON OUR OPERATIONS. Product returns are a recurring part of our business.

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