EXHIBIT 4.1

                              SUBSCRIPTION AGREEMENT FOR
                               PURCHASE OF COMMON STOCK 



    Scherer Capital, LLC, a Delaware limited liability Company ("Purchaser"),
does hereby subscribe for and agree to purchase Two Million Sixty One Thousand
Eight Hundred Fifty Six (2,061,856) shares (the "Shares") of the Common Stock,
One Cent ($0.01) par value, of MARQUEST MEDICAL PRODUCTS, INC., a corporation
organized and existing under the laws of the State of Colorado ("Marquest"), and
agrees to pay Forty Eight and One-Half Cents ($0.485) per share for the Shares,
for a total subscription amount of One Million and 20/100 Dollars
($1,000,000.20).  

    Purchaser acknowledges that the Shares will not be registered under the
Securities Act of 1933, as amended (the "Federal Act"), in reliance upon the
exemption from registration under Section 4(2) of the Federal Act as not
involving any public offering.  Purchaser also acknowledges that reliance by
Marquest on the foregoing exemptions from registration is predicated in part
upon its representations, warranties and agreements contained in this
Subscription Agreement.

    Purchaser hereby represents, warrants, covenants and agrees as follows:

    (1)  Purchaser is purchasing the Shares solely for its own account, with
the intention of holding the Shares for investment, with no present intention of
dividing or allowing others to participate in this investment or of reselling or
otherwise participating, directly or indirectly, in a distribution of the
Shares; and it shall not make any sale, transfer or other disposition of the
Shares in violation of state or federal law.

    (2)  Purchaser understands that Marquest is under no obligation to register
the Shares for public sale or to comply with the conditions of Rule 144
promulgated by the United States Securities and Exchange Commission under the
Federal Act or take any other action necessary in order to make any exemption
for the sale of the Shares without registration available, and that Marquest has
no present intention of registering the Shares for public sale.

    (3)  Purchaser understands that the Shares will constitute "restricted
securities" under the Federal Act inasmuch as they are being or will be acquired
in a transaction not involving a public offering and that under the Federal Act
and applicable regulations thereunder may be resold without registration under
the Federal Act only in certain limited circumstances.
    (4)  Purchaser has such knowledge and experience in business and financial
matters that it is capable of evaluating the risks and merits associated with
the acquisition of the Shares and has had the opportunity to review and evaluate
financial and other 



information relating to the Borrower and to obtain copies of such other
information as deemed appropriate prior to executing this Agreement.

    (5)  Purchaser acknowledges that any certificates representing the shares
subscribed for hereunder will contain a legend indicating that said shares have
not been registered under the Federal Act or any applicable state securities
laws, and prohibiting further transfer, sale or conveyance of such securities
until such securities may, in the opinion of counsel to the issuer, be so
transferred, sold or conveyed without a violation of any state or federal
securities law.

    (6)  Purchaser understands and agrees that this Subscription Agreement (a)
is binding upon and will inure to the benefit of its successors and assigns; (b)
may not be amended except by an instrument in writing signed by Purchaser and
Marquest; (e) may not be assigned or transferred by Purchaser; and (f) will be
governed by and construed in accordance with the laws of the State of Colorado.


    IN WITNESS WHEREOF, Purchaser has executed this Subscription Agreement on
the _____ day of __________________, 1996.



                                  "Purchaser"

                                  SCHERER CAPITAL, LLC


                                  By:   /s/  M. Murphy
                                     ---------------------------------------
    
                                  Title:  Vice President
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