ACQUISITION AGREEMENT



          This  Acquisition  Agreement  (this "Agreement") dated effective as of

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April  30,  2001  is entered into by and among CardioTech International, Inc., a

Massachusetts  corporation  ("Buyer"),  Colorado  MEDtech,  Inc.,  a  Colorado

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corporation  ("Seller"),  and  CMED Catheter and Disposables Technology, Inc., a

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Minnesota  corporation  and  wholly-owned  subsidiary  of  Seller  ("Target").

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                                   WITNESSETH:



          WHEREAS,  Seller  owns  Nine  hundred  fifty five thousand one hundred

sixty  two  and one-half (955,162.5) shares of Common Stock, par value $0.01 per

share,  of Target (the "Shares"), representing all of the issued and outstanding

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shares  of  capital  stock  of  Target;



          WHEREAS,  Seller  desires  to sell, and Buyer desires to purchase, the

Shares,  all  upon  the  terms  and  conditions  provided  for  herein;



          NOW,  THEREFORE,  in  consideration  of the recitals above, the mutual

promises set forth herein and other good and valuable consideration, the receipt

and  legal  sufficiency  of  which  is  hereby acknowledged, the parties hereto,

intending  to  be  legally  bound  hereby,  agree  as  follows:



1.  THE  ACQUISITION.



          1.1  PURCHASE  AND  SALE.  Subject to the terms and conditions of this

Agreement,  at  the  Closing  (as hereinafter defined) to be held as provided in

Section 2.1 herein, Seller shall sell the Shares to Buyer, free and clear of all

Encumbrances  (as hereinafter defined), and Buyer shall purchase the Shares from

Seller.



          1.2 PURCHASE PRICE.  The aggregate purchase price for the Shares shall

be  One  Million  Three  Hundred Thousand U.S. Dollars (U.S. $1,300,000.00) (the

"Purchase  Price"), which shall be paid by Buyer to Seller at the Closing in the

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manner  provided  in  Section  2.3  herein.



2.  THE  CLOSING.



          2.1  PLACE  AND  TIME.    The  closing of the sale and purchase of the

Shares  (the  "Closing")  shall  take  place at the offices of Ellenoff Grossman

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Schole & Cyruli, LLP, 370 Lexington Avenue, Suite 1900, New York, New York 10017

at  10:00  a.m.  (New  York  City  time)  on  the  date  hereof.





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          2.2  DELIVERIES  BY  SELLER.  At  the Closing, Seller shall deliver to

Buyer,  in addition to any other documents, instruments and writings required by

this  Agreement  to  be  delivered  by  Seller  at  the  Closing, the following:



          (a)  Certificates  representing the Shares, duly endorsed for transfer

to  Buyer. (Target shall, and Seller shall cause Target to, immediately exchange

those  certificates  for,  and to deliver to Buyer at the Closing, a certificate

representing  the  Shares  in  the  name  of  Buyer (without any legend or other

reference  to  any  purported  Encumbrance)).



          (b)  The  documents  and instruments contemplated by Section 3 herein.



          2.3  DELIVERIES  BY  BUYER..  At  the  Closing, Buyer shall deliver to

Seller, in addition to any other documents, instruments and writings required by

this  Agreement  to  be  delivered  by  Buyer  at  the  Closing,  the following:



          (a)  A  wire  transfer  of  immediately  available  funds  to Seller's

account  at  Key Bank World Trade, Account name: Colorado MEDtech, Inc. (account

number  769681008934  at 307070267 in an amount equal to Ninety Percent (90%) of

the  Purchase  Price.



          (b)  A  wire  transfer  of  immediately  available funds to the escrow

account  of  Seller's  counsel,  Chrisman,  Bynum  &  Johnson,  P.C., (Bank One,

Downtown  Boulder,  Account  No.  1069002143  (Trust) ABA/Routing No. 102001017;

phone:  (800)  568-8772) in an amount equal to ten percent (10%) of the Purchase

Price  to be deposited into the Escrow Fund (as hereinafter defined) and held in

escrow  pursuant  to the Escrow Agreement (as hereinafter defined) in accordance

with  Section  8.4  herein.



          (c)  The  documents  and instruments contemplated by Section 4 herein.



          2.4 RELEASE.  Concurrently with the sale of the Shares to Buyer at the

Closing,  Seller  shall  be deemed, without any further action, to have released

Target  from  all  agreements, commitments, indebtedness, obligations and claims

then  existing  or  which,  to the extent arising from or in connection with any

act,  omission  or  state  of facts taken or existing on or prior to the Closing

Date  (as  hereinafter  defined), may exist after the Closing Date.   Seller (a)

shall  execute  and  deliver to Target at the Closing a release, dated as of the

Closing  Date,  in  substantially  the  form  attached  hereto  as  Exhibit 2.4,

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embodying  the terms of this Section 2.4 herein, and (b) shall not assert in any

manner (including, without limitation, by way of defense, offset or counterclaim

(unless in response to a claim by Target) any matter purported to be released by

the  preceding  sentence.



          2.5  EXECUTION  AND  DELIVERY  OF ASSIGNMENT AND ASSUMPTION AGREEMENT.

Target  and  Seller  shall  execute  and  deliver  to  Buyer  an  assignment and

assumption  agreement  covering  the  Seller's  Assumed  Liabilities.





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3.   CONDITIONS  TO  BUYER'S  OBLIGATIONS.



          The obligations of Buyer to effect the Closing shall be subject to the

strict  satisfaction at or prior to the Closing of the following conditions, any

one or more of which may be waived by Buyer in its sole and absolute discretion:



          3.1 NO INJUNCTION.. There shall not be in effect any injunction, order

or  decree of a court of competent jurisdiction that prohibits or delays Buyer's

acquisition  of  the  Shares,  consummation  of  any  or all of the Contemplated

Transactions (as hereinafter defined), or that will require any divestiture as a

result of Buyer's acquisition of the Shares or that will require all or any part

of  the  business  of  the  Target  to  be  held  separate.



          3.2  REPRESENTATIONS,  WARRANTIES  AND  AGREEMENTS.  (a)  The

representations  and  warranties  of Seller set forth in this Agreement shall be

true  and  correct in all material respects as of the date of this Agreement and

as  of the Closing Date as though made at such time, (b) Seller and Target shall

have  performed  and  complied  in  all  material  respects  with the agreements

contained  in  this Agreement required to be performed and complied with by them

prior  to  or  at the Closing, and (c) Buyer shall have received certificates to

the  effect  set  forth in clauses (a) and (b) above signed by the Presidents of

Seller  and  Target,  as  applicable.



          3.3     COVENANTS  AND  CONDITIONS.  All  covenants  and  conditions

contained  in  this Agreement or in any exhibit, schedule or ancillary agreement

to  be observed by the Seller and/or the Target on or prior to the Closing shall

have  been  performed  or  complied  with  in  all  material  respects.



          3.4  LEGAL OPINIONS..  Buyer shall have received an opinion from Peter

J.  Jensen, Esq., Seller's and Target's in-house counsel, dated the Closing Date

and  in  substantially  the  form  of  Exhibit  3.4A  hereto and an opinion from

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Chrisman  Bynum  &  Johnson,  P.C., counsel to Seller, dated the Closing Date in

substantially  the  form  of  Exhibit  3.4B  hereto.

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          3.5  LITIGATION..  Except  as  set  forth in Exhibit 3.5, no action or

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