SECURITIES PURCHASE AGREEMENT





     THIS SECURITIES PURCHASE AGREEMENT (this "Agreement") is made as of October

29, 2002 by and among ICU Medical, Inc., a Delaware corporation ("Buyer") and

the entities and individuals listed under "Sellers" on the signature pages of

this Agreement (collectively, "Sellers" and each individually, a "Seller").



                                    RECITALS



     A. Bio-Plexus, Inc., a Delaware corporation (the "Company"), has issued and

outstanding 11,539,941 shares of common stock, $0.001 par value, (the "Common

Stock") and warrants to purchase 1,314,060 shares of Common Stock having an

initial exercise price (subject to adjustment) of $2.28 per share (the "$2.28

Warrants").



     B. Each Seller owns the number of shares of Common Stock and $2.28 Warrants

to purchase the number of shares of Common Stock listed on Schedule 2.1 opposite

each Seller's name, and the Common Stock and $2.28 Warrants owned by Sellers

(together, the "Securities") constitute in the aggregate 9,695,961 shares, or

approximately 84% of the outstanding Common Stock, and $2.28 Warrants to

purchase 1,294,788 shares of Common Stock.



     C. Sellers desire to sell, and Buyer desires to purchase, all of the

Securities, subject to the terms and conditions set forth in this Agreement.



     D. Under the terms of a Note Purchase Agreement of the same date as this

Agreement (the "Note Purchase Agreement") between Buyer and Persons listed under

"Note Sellers" on the signature pages of the Note Purchase Agreement ("Note

Sellers"), Buyer has agreed to purchase, and Note Sellers have agreed to sell,

7% Senior Subordinated Non-Convertible Promissory Notes of the Company in the

aggregate principal amount of $2,499,999 (the "Notes").



                                    AGREEMENT



     NOW, THEREFORE, in consideration of the mutual agreements contained in this

Agreement, the parties hereto agree as follows:





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1.   DEFINITIONS



     For purposes of this Agreement, the following terms have the meanings

specified or referred to in this Section 1:



     "$2.28 Warrants" -- as defined in Recital A.



     "Acquisition Agreements" -- as defined in Section 3.5.



     "Beneficial Owner" -- has the meaning ascribed to that term in Rule 13d-3

under the Securities Exchange Act of 1934, as amended.



     "Best Efforts" -- commercially reasonable best efforts (whether or not

capitalized in this Agreement).



     "Buyer" -- as defined in the Preamble.



     "Closing" -- as defined in Section 2.3.



     "Closing Date" -- the date and time that the Closing takes place.



     "Common Stock" -- as defined in Recital A.



     "Company" - as defined in Recital A.



     "ComVest" - ComVest Venture Partners, L.P., a Delaware limited partnership.



     "Contracts" -- as defined in Section 3.4.



     "Delegated Actions" -- as defined in Section 5.7.



     "Note Purchase Agreement" -- as defined in Recital D.



     "Note Sellers" -- as defined in Recital D.



     "Notes" -- as defined in Recital D.



     "Ordinary Course of Business" -- an action taken by the Company will be

deemed to have been taken in the "Ordinary Course of Business" only if:



          (a) such action is consistent with the past practices of the Company

and is taken in the ordinary course of the normal day-to-day operations of the

Company;



          (b) such action is not required to be authorized by the board of

directors of the Company (or by any person or group of persons exercising

similar authority); and





                                       2





<PAGE>





          (c) such action is similar in nature and magnitude to actions

customarily taken, without any authorization by the board of directors (or by

any person or group of persons exercising similar authority), in the ordinary

course of the normal day-to-day operations of other entities that are in the

same line of business as the Company.



     "Organizational Documents" -- (a) the articles or certificate of

incorporation or association and the bylaws of a corporation; (b) the

partnership agreement and any statement of partnership of a general partnership;

(c) the limited partnership agreement and the certificate of limited partnership

of a limited partnership; (d) the articles of association or certificate of

formation and the bylaws or the limited liability company or operating agreement

of a limited liability company; (e) any charter or similar document adopted or

filed in connection with the creation, formation, or organization of any entity;

and (f) any amendment to any of the foregoing.



     "Person" -- an individual, partnership, corporation, business trust,

limited liability company, limited liability partnership, joint stock company,

trust, unincorporated association, joint venture or other entity.



     "Securities" -- as defined in Recital B.



     "Securities Act"-- the Securities Act of 1933, as amended.



     "Sellers" and "Seller" -- as defined in the Preamble.



2.   PURCHASE; CLOSING



     2.1  PURCHASE OF SECURITIES. On the basis of the representations,

warranties and agreements set forth herein, and upon the terms and conditions

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