Exhibit 10.3



               PERKIN ELMER/NEWCO LICENSE AND SUBLICENSE AGREEMENT


Effective Date:                                      December 7, 1999

PARTIES:

Newco                                                ("Newco")
a Minnesota corporation
1419 Energy Park Drive
Saint Paul, Minnesota 55108

The Perkin Elmer Corporation                         ("PE")
a New York corporation
761 Main Avenue
Norwalk, Connecticut 06589-0001


RECITALS:


A. Quantech Ltd., a Minnesota Company ("Quantech") and PE are parties to (i) a
certain agreement with an effective date of 16 December, 1997, as amended by the
Amendment to License Agreements dated November 4, 1999 and by the Second
Amendment to License Agreement dated of even date herewith (the "Quantech
License Agreement"), pursuant to which, among other things, Quantech granted to
PE a license under the Serono Technology and Quantech Intellectual Property, and
(ii) the Perkin Elmer/Quantech License Agreement with an effective date of 29
June 1998, as amended by the Amendment to License Agreements dated November 4,
1999 and by the Second Amendment to License Agreement dated of even date
herewith, pursuant to which, among other things, PE granted a license to certain
PE technology described in a patent application entitled "Surface Plasmon Array
System" (the "PE License Agreement").

B. PE wishes to grant to Newco a (i) sublicense to the technology and patent
rights (generally termed SPR Technology) that Quantech licensed to PE pursuant
to the Quantech License Agreement, and (ii) a license to the PE technology (as
described in US provisional patent application no. 60/069,356, entitled "Surface
Plasmon Array System") for use in all fields, except Medical Diagnostics which
is provided to Quantech in the PE License Agreement (the "PE Technology"), that
Newco will use in conjunction with the SPR Technology that is the subject of the
sublicense described above.


<PAGE>

C. Newco desires to acquire such a license and sublicense from PE to enable it
to make, use and sell devices incorporating the PE and SPR Technology licensed
and sublicensed to Newco pursuant to this Agreement.


The Parties therefore agree as follows:

1.       DEFINITIONS

         As used herein, the following words shall have the designated meanings:

         1.1.     "Affiliate" means a Person whom, directly or indirectly,
                  controls, is controlled by, or is under common control with
                  the specified entity.

         1.2.     "Calendar Quarter" means each three-month period ending March
                  31, June 30, September 30 and December 31.

         1.3.     "Consumable" means parts incorporating or designed to utilize
                  grating-coupled SPR Technology on which chemical analysis is
                  conducted. It is to be understood that Consumables shall not
                  include any instrument necessary for conducting the chemical
                  analysis.

         1.4.     "Instrument" means read-out instruments incorporating or
                  designed to utilize SPR Technology or PE Technology, which are
                  used to conduct chemical analysis.

         1.5.     "Joint Invention" means any invention made jointly by at least
                  one employee or Assignor of each party. Assignors are defined
                  as non-employees who are required to assign inventions to a
                  party.

         1.6      "Joint Licensed Consumable" means any Consumable that is a
                  Licensed Consumable and a Quantech Licensed Consumable.

         1.7      "Joint Technology Royalty-Bearing Instrument" means any
                  Instrument that is a Royalty-Bearing Instrument and a Quantech
                  Royalty-Bearing Instrument.

         1.8      "Licensed Products" means any Licensed Consumable or Licensed
                  Instrument.

         1.9      "Licensed Consumable" means any Consumable which employs
                  grating-coupled SPR Technology and (i) but for the license
                  granted herein, the manufacture, use or sale of which would
                  infringe any Patent Rights; or (ii) is produced through the
                  use of or otherwise incorporates PE Confidential Information
                  which has been disclosed to Newco in furtherance of the
                  present Agreement.

         1.10     "Licensed Instrument" means any Instrument which employs
                  grating-coupled SPR Technology and (i) but for the license
                  granted herein, the manufacture, use or sale of which would

                                       2
<PAGE>

                  infringe any Patent Rights; or (ii) is produced through the
                  use of or otherwise incorporates PE Confidential Information
                  which has been disclosed to Newco in furtherance of the
                  present Agreement.

         1.11     "Medical Diagnostics" means those fields, applications and
                  products which: (i) under current laws and regulations as of
                  the Effective Date, require United States Food and Drug
                  Administration approval for sale or distribution or would
                  require such approval if the application or product
                  incorporating the application or field were to be sold in the
                  United States; and/or (ii) are useful in veterinary medicine
                  for the treatment of animals.

         1.12     "Net Sales" means Newco's gross receipts from sales of
                  Licensed Products, less actual transportation costs, taxes,
                  and credits for returns.

         1.13     "Patent Rights" means claims which provide or which, upon
                  issuance, would provide a right to sue infringers and which
                  result or are derived from, or claim priority from, US
                  provisional patent application no. 60/069,356, entitled
                  "Surface Plasmon Array System" (the "Provisional Patent
                  Application"), together with any continuations,
                  continuations-in-part relating to substantially the same
                  subject matter as the Provisional Patent Application,
                  divisions, reissues and/or extensions thereof and any foreign
                  counterparts to that claim priority from such patents and
                  applications, including any US or foreign patents which may
                  issue on any such application.

         1.14     "PE Confidential Information" means all PE Technology
                  disclosed to Newco under the PE License Agreement or this
                  Agreement, but excluding any information which i) is generally
                  available to the public or becomes generally available to the
                  public through no act or failure to act of Newco, or ii) Newco
                  can demonstrate it possessed prior to PE's disclosure thereof
                  to Newco.

         1.15     "PE Intellectual Property" means PE's proprietary information
                  as described in the Provisional Patent Application.

         1.16     "PE Aggregate Licensed Technology" means technology and patent
                  rights licensed or sublicensed to Newco pursuant to this
                  Agreement, namely, PE Technology and PE Intellectual Property
                  (licensed to Newco under Section 2.1 of this Agreement) and
                  Serono Technology and Quantech Intellectual Property, as
                  defined in the Quantech License Agreement (which are
                  sublicensed to Newco under Section 2.2 of this Agreement).

         1.17     "PE Technology" means the Patent Rights and the PE
                  Intellectual Property, together with all information provided
                  by PE to Newco relating thereto.

         1.18     "Person" shall mean any natural person, corporation,
                  partnership, trust, joint venture or other entity.

                                       3
<PAGE>

         1.19     "Newco Confidential Information" means all Newco Intellectual
                  Property disclosed to PE under this Agreement, but excluding
                  any information which i) is generally available to the public
                  or becomes generally available to the public through no act or
                  failure to act of PE, or ii) PE can demonstrate it possessed
                  prior to Newco's disclosure thereof to PE.

         1.20     "Newco Intellectual Property" means Newco's proprietary
                  information (including, but not limited to, data, substances,
                  processes, materials, formulae, know how, trade secrets,
                  computer programs, software, firmware, and inventions)
                  relating to grating-coupled SPR Technology which exists as of
                  the Effective Date of this Agreement or which Newco develops
                  or in which Newco acquires an interest during the term of this
                  Agreement.

         1.21     "Newco License" means those licenses granted by PE to Newco in
                  Section 2 below.

         1.22     "Newco Sublicensee" means a third party to which Newco has
                  granted a sublicense under Section 2 to manufacture Licensed
                  Products and/or Quantech Licensed Products and to sell such
                  manufactured Licensed Products and/or Quantech Licensed
                  Products to a party other than Newco.

         1.23     "Newco Sublicensee Royalties" means all monies received by
                  Newco from a Newco Sublicensee under an agreement sublicensing
                  the rights granted to Newco in this Agreement, less any monies
                  received from the Newco Sublicensee solely to compensate Newco
                  for research or consulting services.

         1.24     "Quantech Licensed Consumable" has the same meaning as
                  "Licensed Consumable" in the Quantech License Agreement.

         1.25     "Quantech Licensed Product" has the same meaning as "Licensed
                  Product" in the Quantech License Agreement.

         1.26     "Quantech Royalty-Bearing Instrument" has the same meaning as
                  "Royalty-Bearing Instrument" in the Quantech License
                  Agreement.

         1.27     "Royalty Year" means a calendar year except for the first
                  Royalty Year shall be that period of time between the
                  Effective Date of this Agreement and 31 December 1999.

         1.28     "Royalty-Bearing Instrument" means any Licensed Instrument
                  which does not utilize a new Consumable for each sample. In
                  the case of an instrument that combines licensed and
                  unlicensed technologies, the royalty shall apply uniquely to
                  the detector portion of the instrument and royalties will be
                  paid only if such detector contains SPR or PE Technology. The
                  detector includes a grating-coupled SPR, optics, and a sample
                  holder.

                                       4
<PAGE>

         1.29     "SPR" means surface plasmon resonance.

         1.30     "SPR Technology" means the use of thin conductive films on a
                  surface or surfaces of a grating or other diffracting
                  substrate to conduct chemical analysis.

         1.31     "Sublicense Royalties" means all monies received by Newco from
                  a third party to which Newco has granted a sublicense or other
                  rights to manufacture Licensed Products or Quantech Licensed
                  Products and to sell such Licensed Products or Quantech
                  Licensed Products to a party other than Newco.

         1.32      "Territory" means the world.

         1.33     "Total Royalties" means the sum of the Consumable Royalties,
                  Instrument Royalties and Sublicense Royalties defined in
                  Section 4.1 of this Agreement.

2.       LICENSE and Sublicense TO NEWCO

         2.1.     Newco License. Subject to the terms and conditions of this
                  Agreement, PE hereby grants to Newco an exclusive license (the
                  "Newco License") under the PE Technology and PE Intellectual
                  Property upon the terms and conditions of this Agreement to
                  make, have made for it, use, and sell Licensed Products
                  throughout the Territory for use in all fields except Medical
                  Diagnostics.


         2.2.     Newco Sublicense. Subject to the terms and conditions of this
                  Agreement, PE hereby grants to Newco an exclusive, including
                  as to PE, sublicense (the "NEWCO Sublicense") to all of the
                  rights and technology to which PE has exclusive rights, and
                  which constitute the "Exclusive PE License", under the
                  Quantech License Agreement.



         2.3.     Newco's Right to Sublicense. Newco shall have the right to
                  sublicense its rights under the Newco License and Newco
                  Sublicense, provided that no such sublicense shall be granted
                  unless PEhas first approved the terms of the sublicense
                  agreement, which approval shall not be withheld unreasonably.



         2.4.     Consideration of License and Sublicense. In consideration for
                  providing to Newco the License and Sublicense, and for other
                  good and valuable consideration, the receipt of which is
                  hereby acknowledged, NEWCO will issue to PE 199,999 shares of
                  fully authorized and non-assessable Newco Common Stock, no par
                  value. Newco represents and warrants that Quantech is and

                                       5
<PAGE>

                  shall be as of the date of the issuance of such shares to PE
                  the only other shareholder of Newco, and that Quantech's total
                  share ownership of Newco is and at such time will be 800,001
                  shares of Common Stock.

3.       TECHNICAL ASSISTANCE

         3.1      Technical Assistance to Newco. Within thirty (30) days after
                  the effective date of this Agreement, PE shall deliver to
                  Newco such documentation as is then reasonably available
                  reflecting the PE Technology and the PE Intellectual Property.

         3.2      Ownership of Inventions. Each party shall own an undivided
                  one-half interest in Joint Inventions. Each inventor shall
                  assign all rights in a Joint Invention to PE and PE shall
                  assign (and hereby does assign) an undivided one-half interest
                  in each such Joint Invention to Newco. If either party deems
                  it appropriate, the parties shall retain mutually acceptable
                  patent counsel to render an opinion as to the patentability of
                  a Joint Invention and to prepare, file, and prosecute such
                  patent applications as may reasonably be required to provide
                  protection for such Joint Inventions. With respect to Joint
                  Inventions, PE shall not grant any license under its rights
                  therein to any third party to make, have made, use or sell
                  Medical Diagnostics and Newco shall not grant any license
                  under its rights therein to any third party to make, have
                  made, use or sell products which are not Medical Diagnostics.
                  Should either party choose to bring suit for infringement by a
                  third party of any patent in a Joint Invention, the party
                  bringing suit shall have the right to join the other party as
                  a party to the suit to the extent required by law, provided
                  the party bringing suit must indemnify, defend and hold the
                  other party harmless against any costs, fees, damages,
                  liabilities or other expenses relating thereto. The parties
                  agree to execute and exchange upon request such documents as
                  may be necessary or desirable to carry out the provisions of
                  this Section 3.2.

4.       ROYALTIES AND REPORTS

         4.1.     Royalties. Newco shall pay Total Royalties on sales of
                  Licensed Products as follows:

                  a)       Newco shall pay to PE Consumable Royalties of 4% of
                           Newco's Net Sales of Licensed Consumables, 4% of
                           Newco's Net Sales of Quantech Licensed Consumables,
                           and 6% of Newco's Net Sales of Joint Licensed
                           Consumables. Newco shall pay such Consumable
                           Royalties for Licensed Consumables disclosed in the
                           Provisional Patent Application and claimed in any
                           other patent application giving rise to Patent

                                       6
<PAGE>

                           Rights; provided, however, that if no patent claiming
                           priority from the Provisional Patent Application
                           actually issues in the United States, Japan or the
                           European Patent Office within the first three Royalty
                           Years, the Consumable Royalty shall be reduced to 2%
                           of Licensed Consumables and 4% of Joint Licensed
                           Consumables of Newco's Net Sales until such date as
                           PE notifies Newco in writing that such a patent has
                           been issued by at least one of the United States,
                           Japan and the European Patent Office. On any such
                           date, the Consumable Royalties on any Licensed
                           Consumable falling within the scope of any claim of
                           such issued patent shall again be 4% and 6% of
                           Newco's Net Sales of Licensed Consumables and Joint
                           Licensed Consumables, respectively.

                  b)       Newco shall pay to PE Instrument Royalties of 2% of
                           Newco's Net Sales of Royalty-Bearing Instruments, 2%
                           of Newco's Net Sales of Quantech Royalty-Bearing
                           Instruments, and 3% of Net Sales of Joint Technology
                           Royalty-Bearing Instruments. Newco shall pay such
                           Instrument Royalties for Royalty-Bearing Instruments
                           disclosed in the Provisional Patent Application and
                           claimed in any other patent application giving rise
                           to Patent Rights; provided, however, that if no
                           patent claiming priority from the Provisional Patent
                           Application actually issues in the United States,
                           Japan or the European Patent Office within the first
                           three Royalty Years, the Instrument Royalty shall be
                           reduced to 1% of Royalty-Bearing Instruments and 2%
                           of Net Sales of Joint Technology Royalty-Bearing
                           Instruments of Newco's Net Sales until such date as
                           PE notifies Newco in writing that such a patent has
                           been issued by at least one of the United States,
                           Japan and the European Patent Office. On any such
                           date, the Instrument Royalties on any Royalty-Bearing
                           Instruments falling within the scope of any claim of
                           such issued patent shall again be 2% of Newco's Net
                           Sales of Royalty-Bearing Instruments and 3% of Net
                           Sales of Joint Technology Royalty-Bearing
                           Instruments.

                  c)       Newco shall pay Sublicense Royalties of 15% of all
                           Newco Sublicensee Royalties.

                  d)       Notwithstanding the foregoing provisions of this
                           Section 4.1, no royalties shall be payable to PE
                           under Sections 4.1(a), 4.1(b) or 4.1(c) for any of
                           the first three million US dollars ($3,000,000) in
                           sales by Newco or Newco Sublicensees of products with
                           respect to which royalties or Sublicense Royalties
                           are payable pursuant to this agreement, but royalties
                           and Sublicense Royalties shall be payable for all
                           sales in excess of such first three million US

                                       7
<PAGE>

                           dollars ($3,000,000). For the purposes of this
                           Section 4(d), each sale of any such product shall be
                           deemed to be for an amount equal to the higher of the
                           actual price received by Newco from its customer
                           (whether an end user customer or a distributor) or
                           Newco's US list retail sales price of the product
                           from time to time in effect. The value of sales by
                           Sublicensees shall be deemed to be the sales on which
                           royalties are paid to Newco.

                  e)       Also notwithstanding the foregoing provisions of this
                           Section 4.1, in the event that EG&G has not requested
                           on or before February 1, 2000, pursuant to Section
                           11.3 of this Agreement, to sublicense exclusively all
                           of the rights and technology licensed to Newco
                           pursuant to Sections 2.1 and 2.2 of this Agreement in
                           the fields of (i) food and beverages, (ii)
                           environmental and (iii) chemical and industrial
                           (collectively, the "EG&G Fields"), and such rights
                           are not sublicensed to EG&G, then Newco shall be
                           relieved of its obligations to pay royalties to PE
                           for License Products sold exclusively for use in one
                           or more EG&G Fields, and, instead of paying such
                           royalties to PE, Newco shall pay the royalties
                           otherwise due PE directly to Quantech.

         4.2      Status Reports. If Newco shall not have begun selling Licensed
                  Products by December 31, 2000, at the end of each Calendar
                  Quarter thereafter Newco shall deliver to PE and Quantech a
                  Statement of Intent signed by a duly authorized employee of
                  Newco (initially Gregory Freitag) stating that Newco is
                  continuing to pursue research and development efforts with an
                  intent to commercialize, or is continuing commercialization
                  of, Licensed Products. The obligation to provide such
                  quarterly Statements of Intent shall terminate upon the
                  earlier of the sale of the first Licensed Product or payment
                  of the first royalty payment under Section 4.1. If Newco shall
                  fail to timely deliver a Statement of Intent, PE may notify
                  Newco of this failure. If Newco fails to deliver the Statement
                  of Intent within one month of PE's notice, Newco's license
                  rights granted in Section 2 shall immediately terminate, and
                  all of Newco's right, title and interest in and to Newco
                  Intellectual Property, and instrumentation, breadboards and
                  other equipment relating to or incorporating Newco
                  Intellectual Property, and physical possession thereof, will
                  be transferred and turned over to PE in its then "as is"
                  condition. Notwithstanding anything to the contrary contained
                  herein, it will be deemed an immediate failure to provide a
                  status report in the event of the entry of a decree or order
                  for relief by a court having jurisdiction over Newco in an
                  involuntary case under the federal bankruptcy laws, or such
                  similar laws of any other country as now or hereafter
                  constituted, or any other applicable federal, state, or
                  foreign bankruptcy, insolvency or other similar law, or
                  appointing a receiver, liquidator, assignee, custodian,
                  trustee, sequestrator (or similar official) of Newco or for
                  any substantial part of its property, or ordering the
                  winding-up or liquidation of its affairs and the continuance
                  of any such decree or order unstayed and in effect for a
                  period of 60 consecutive days, or the commencement by Newco of

                                       8
<PAGE>

                  a voluntary case under the federal bankruptcy laws, or such
                  similar laws of any other country as now constituted or
                  hereafter amended, or any other applicable federal, state or
                  foreign bankruptcy, insolvency or other similar law, or the
                  consent by it to the appointment of or taking possession by a
                  receiver, liquidator, assignee, trustee, custodian,
                  sequestrator (or similar official) of Newco or for any
                  substantial part of its property, or the making by it of any
                  assignment for the benefit of creditors, or the failure of
                  Newco generally to pay its debts as such debts become due, or
                  the taking of action by Newco in furtherance of any of the
                  foregoing."

         4.3      Reports and Payments. Within thirty (30) days after the end of
                  each Calendar Quarter, Newco shall provide PE with a written
                  report itemizing the number of Licensed Consumables and the
                  number of Licensed Instruments sold, the Net Sales price of
                  each Licensed Product and a calculation of the Royalty for
                  such Calendar Quarter. PE shall respond in writing to confirm
                  agreement with reported sales and proposed payments which will
                  cause Newco to pay the entire Total Royalties to PE within 30
                  days.

         4.4      Records. Newco agrees to keep accurate written records
                  sufficient in detail to enable the royalties payable under
                  this Agreement by Newco to be determined and verified. Such
                  records for a particular calendar year shall be retained by
                  Newco for a period consistent with its then corporate record
                  retention policy.

         4.5      Audit of Records. Upon reasonable notice and during regular
                  business hours, Newco shall make available such records for
                  audit by an independent accountant selected by PE to verify
                  the accuracy of the reports provided to PE. Such audits shall
                  be at the expense of PE, provided, however, that if any such
                  audit reveals underpayment of royalties by the greater of
                  $50,000 or 10% then Newco shall pay the cost of such audit.

5.       TERM AND TERMINATION

         5.1.     Term. Unless license rights are otherwise terminated under
                  provisions of this Article 5, royalties owed pursuant to this
                  Agreement shall continue for twenty years from the execution
                  of this Agreement or until the expiration of all Patent
                  Rights, whichever is later, after which the Newco License
                  shall be deemed fully paid-up.

         5.2.     Termination. If either party breaches any of the material
                  terms, conditions or agreements of this Agreement, then the
                  other party may terminate this Agreement, at its option and
                  without prejudice to any of its other legal and equitable

                                       9
<PAGE>

                  rights and remedies, by giving the breaching party thirty (30)
                  days notice in writing, particularly specifying the breach.
                  Such notice of termination shall not be effective if the other
                  party cures the specified breach within such thirty (30) day
                  period, or, in the case of breaches not reasonably curable
                  within such thirty (30) days, if such party commences the cure
                  thereof within such thirty (30) days and diligently thereafter
                  prosecutes such cure.

         5.3.     Survival. Without limitation, termination of this Agreement
                  shall not relieve Newco from its obligation to make all
                  royalty payments and reports, including a terminal report,
                  provided for herein. PE shall have the right to make a final
                  audit within 60 days after receiving Newco's terminal report.

         5.4.     Sale of Inventory. Upon termination of the Licenses pursuant
                  to Section 5.2, Newco shall cease production of Licensed
                  Products. Newco shall be permitted to sell its inventory of
                  Licensed Products, and shall provide PE with a terminal
                  royalty report within 30 days after the last such sale of
                  Licensed Products.

         5.5.     Sublicenses. Termination of this Agreement shall cause
                  sublicenses granted hereunder to revert to PE.

         5.6.     End-User Licenses. Any license to end users will remain in
                  effect upon termination of this agreement and at no additional
                  payment by the end user.

         5.7      Transfer of Certain Property Upon Termination. Upon any
                  termination of this Agreement, except solely a termination by
                  reason of a breach by PE, all of Newco's right, title and
                  interest in and to Newco Intellectual Property, and
                  instrumentation, breadboards and other equipment relating to
                  or incorporating Newco Intellectual Property, and physical
                  possession thereof, will be transferred and turned over to PE
                  in its then "as is" condition.

6.       CONFIDENTIALITY

         6.1.     Intellectual Property. The parties acknowledge that the PE
                  Confidential Information and the Newco Confidential
                  Information are proprietary and confidential. The parties
                  respectively agree, therefore, to make all commercially
                  reasonable efforts to preserve the confidentiality of such
                  information. Notwithstanding the foregoing, a party may
                  disclose such information as follows:

                  a)       If disclosure is required by any applicable
                           government agency, regulation, or statute; however,
                           the other party shall be notified in time to permit
                           it to obtain a protective order with respect to such
                           Confidential Information; or

                  b)       If prior written consent is obtained from the other
                           party.

                                       10

<PAGE>

         6.2.     Disclosure of Agreement. Neither party may make any public
                  announcement regarding this Agreement or otherwise disclose
                  the terms of this Agreement without the prior approval of the
                  other party except as required by law.

7.       NEWCO'S REPRESENTATIONS, WARRANTIES and AGREEMENTS

         7.1.     Right to Grant License. Newco represents and warrants to PE
                  that it has the full and unrestricted right to enter into this
                  Agreement.

         7.2.     Product Liability. Newco hereby agrees to indemnify, defend
                  and hold PE harmless from and against any and all claims,
                  actions, liabilities, damages, losses, costs and expenses,
                  including reasonable attorneys' fees, in connection with any
                  product liability claims arising in connection with this
                  License Agreement or any Licensed Products or other products
                  Newco manufactures, has manufactured, uses or sells hereunder.

         7.3.     Limitation of Representations. Nothing in this Agreement shall
                  be construed as (i) a warranty or representation by Newco that
                  any Licensed Product or any process practiced under the PE
                  License does not infringe any patents of third persons; or
                  (ii) a requirement that Newco file any patent application,
                  secure any patent, maintain any patent in force, or bring or
                  prosecute actions or suits against third parties for
                  infringement of any patent; or (iii) granting by implication,
                  estoppel, or otherwise any license other than that
                  specifically granted herein.

         7.4.     DISCLAIMER OF WARRANTIES. THE WARRANTY SET FORTH ABOVE IS
                  PROVIDED ONLY TO PE AND IS IN LIEU OF ALL OTHER WARRANTIES,
                  EXPRESS OR IMPLIED, WHICH ARE HEREBY DISCLAIMED AND EXCLUDED
                  BY NEWCO WITH RESPECT TO THE LICENSED PRODUCTS, INCLUDING
                  WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS
                  FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT AND WARRANTIES
                  ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. NO AGENT,
                  EMPLOYEE OR REPRESENTATIVE OF NEWCO HAS ANY AUTHORITY TO BIND
                  PE TO ANY AFFIRMATION, REPRESENTATION OR WARRANTY EXCEPT AS
                  STATED IN THIS WRITTEN WARRANTY POLICY.

8.       PE's REPRESENTATIONS AND WARRANTIES

         8.1.     Right to Grant License. PE represents and warrants to Newco
                  that it has the full and unrestricted right to enter into this
                  Agreement and to grant the licenses set forth in Section 2.

         8.2.     Product Liability. PE hereby agrees to indemnify, defend and
                  hold Newco harmless from and against any and all claims,
                  actions, liabilities, damages, losses, costs and expenses,

                                       11
<PAGE>

                  including reasonable attorneys' fees, in connection with any
                  product liability claims arising in connection with this
                  License Agreement or any Licensed Products PE manufactures,
                  has manufactured, uses or sells hereunder.

         8.3.     Limitation of Representations. Nothing in this Agreement shall
                  be construed as (i) a warranty or representation by PE as to
                  the validity or scope of any Patent Rights or that any
                  Licensed Product or any process practiced under any license or
                  sublicense granted in this Agreement does not infringe any
                  patents of third persons; or (ii) a requirement that PE file
                  any patent application, secure any patent, maintain any patent
                  in force, or bring or prosecute actions or suits against third
                  parties for infringement of any patent; or (iii) granting by
                  implication, estoppel, or otherwise any license other than
                  that specifically granted herein.

         8.4.     DISCLAIMER OF WARRANTIES. THE WARRANTY SET FORTH ABOVE IS
                  PROVIDED ONLY TO NEWCO AND IS IN LIEU OF ALL OTHER WARRANTIES,
                  EXPRESS OR IMPLIED, WHICH ARE HEREBY DISCLAIMED AND EXCLUDED
                  BY PE, WITH RESPECT TO THE PATENT RIGHTS, PE KNOW-HOW OR ANY
                  LICENSED PRODUCTS, INCLUDING WITHOUT LIMITATION, ANY WARRANTY
                  OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,
                  NON-INFRINGEMENT AND WARRANTIES ARISING FROM COURSE OF DEALING
                  OR USAGE OF TRADE. NO AGENT, EMPLOYEE OR REPRESENTATIVE OF PE
                  HAS ANY AUTHORITY TO BIND PE TO ANY AFFIRMATION,
                  REPRESENTATION OR WARRANTY EXCEPT AS STATED IN THIS WRITTEN
                  WARRANTY POLICY.

9.       LITIGATION

         9.1.     Charges of Newco Infringement. If notice is received by either
                  party charging that any Licensed Product(s) made by, made for,
                  used by or sold by Newco infringes any patent, copyright,
                  trade secret, intellectual property, or other proprietary
                  right of such third party, the party receiving such notice
                  will promptly notify the other party to this Agreement. Newco
                  and PE agree to enter into discussions, and where necessary,
                  to work out, if possible, a mutually acceptable change in such
                  Licensed Product(s) to avoid such alleged infringement. If no
                  such mutually satisfactory change can be worked out, Newco and
                  PE agree to collaborate and enter into discussions with such
                  third party for the purpose of negotiating a settlement. If no
                  settlement can be agreed upon, Newco shall have the right but
                  not the obligation to defend any suit for infringement brought
                  against it by the third party. If Newco shall elect not to
                  defend such an infringement suit, Newco shall promptly notify
                  PE to that effect and PE shall thereafter have the right but
                  not the obligation to defend the suit.

         9.2.     Charges of Third Party Infringement. If either party knows or
                  has reason to believe that any rights in any Joint Invention

                                       12
<PAGE>

                  or any rights under the Patent Rights, Newco Intellectual
                  Property or PE Intellectual Property licensed hereunder is
                  being infringed directly, by inducement, or contributorily by
                  a third party, the party possessing such knowledge or belief
                  shall promptly notify the other party thereof. PE shall have
                  the first right to commence judicial proceedings for its own
                  benefit to attempt to stop such infringement but shall not be
                  obligated to do so. If, within one hundred eighty (180) days
                  after first obtaining such knowledge or belief concerning
                  infringement, PE has failed either to stop such infringement
                  or to initiate judicial proceedings, or if PE in writing so
                  authorizes Newco, Newco shall have the right to initiate for
                  its own benefit such judicial proceedings in its own name
                  provided, however, that Newco shall indemnify, defend and hold
                  PE harmless against any costs, fees, damages, liabilities or
                  other expenses relating thereto. The party initiating judicial
                  proceedings shall be entitled to retain any award resulting
                  therefrom.

         9.3.     Validity and Construction. If a judgment or decree is entered
                  in any proceeding in which the validity or infringement of any
                  claim of any Patent Rights is in issue, which judgment or
                  decree is not appealed or further appealable (such judgment or
                  decree being hereinafter referred to as an "Irrevocable
                  Judgment"), the validity of and/or construction placed upon
                  any such claim by the Irrevocable Judgment shall thereafter be
                  followed. If there are two or more conflicting Irrevocable
                  Judgments with respect to the same claim, the decision of the
                  higher court shall be followed. If an Irrevocable Judgment
                  holds one or more of the Patent Rights or any claims thereof
                  to be invalid or unenforceable, Newco hereby agrees, in
                  consideration of its freedom to make, use and sell Licensed
                  Products prior to such Irrevocable Judgment without fear of
                  suit by PE, and of PE's refraining from bringing suit against
                  Newco for infringement, and regardless of whatever action
                  Newco might take subsequent to such Irrevocable Judgment, that
                  it shall not be entitled to the retention or return of any
                  royalties, Deficiency Payment or Minimum Royalty Payment
                  payable or paid by Newco to PE hereunder prior to the date of
                  such Irrevocable Judgment.

10.      MISCELLANEOUS PROVISIONS

         10.1.    Trademarks. Nothing in this Agreement shall be deemed to grant
                  either party any right to use any trademark owned by the other
                  party in connection with the sales of the party's products.

         10.2.    Marking. Newco shall use all commercially reasonable efforts
                  to see to it that all Licensed products sold shall be
                  appropriately marked with the applicable patent number(s) of
                  the Patent Rights, in conformity with applicable law.

                                       13
<PAGE>

         10.3.    LIMITATION OF REMEDIES. PE SHALL HAVE NO LIABILITY TO ANY
                  PERSON FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL OR SPECIAL
                  DAMAGES OF ANY DESCRIPTION, WHETHER ARISING OUT OF WARRANTY OR
                  CONTRACT, NEGLIGENCE OR OTHER TORT, OR OTHERWISE, INCLUDING,
                  WITHOUT LIMITATION, ANY DAMAGES RESULTING FROM LOST PROFITS OR
                  LOST BUSINESS OPPORTUNITY.

         10.4.    Survival. All of the representations, warranties, and
                  indemnifications made in this Agreement and all terms and
                  provisions hereof intended to be observed and performed by the
                  parties after the termination hereof, including the
                  obligations of confidentiality, shall survive such termination
                  and continue thereafter in full force and effect.

         10.5.    Complete Agreement. This Agreement constitutes the entire
                  agreement of the parties with respect to the subject matter
                  described in this Agreement and shall supersede all previous
                  negotiations, commitments or writings regarding such subject
                  matter, including the December Agreement.

         10.6.    Waiver, Discharge, etc. This Agreement may not be released,
                  discharged, abandoned, changed or modified in any manner,
                  except by an instrument in writing signed on behalf of each of
                  the parties to this Agreement by their duly authorized
                  representatives. The failure of either party to enforce at any
                  time any of the provisions of this Agreement shall in no way
                  be construed to be a waiver of any such provision, nor in any
                  way to affect the validity of this Agreement or any part of it
                  or the right of either party after any such failure to enforce
                  each and every such provision. No waiver of any breach of this
                  Agreement shall be held to be a waiver of any other or
                  subsequent breach.

         10.7.    Applicable Law. This Agreement shall be governed by, and
                  interpreted in accordance with the laws of the State of New
                  York.

         10.8.    Successors and Assigns. This Agreement shall be binding upon
                  and inure to the benefit of the parties to this Agreement and
                  their successors or assigns, provided that, except as
                  otherwise provided herein, the rights and obligations of
                  either party under this Agreement may not be assigned without
                  the written consent of the other party, which consent shall
                  not be unreasonably withheld.

         10.9.    Execution in Counterparts. This Agreement may be executed in
                  one or more counterparts, all of which shall be considered one
                  and the same agreement, and shall become a binding agreement
                  when one or more counterparts have been signed by each party
                  and delivery to the other party.

         10.10.   Titles and Headings; Construction. The titles and headings to
                  Sections herein are inserted for the convenience of reference


                                       14
<PAGE>
                  only and are not intended to be a part of or to affect the
                  meaning or interpretation of this Agreement. This Agreement
                  shall be construed without regard to any presumption or other
                  rule requiring construction hereof against the party causing
                  this Agreement to be drafted.

         10.11.   Benefit. Nothing in this Agreement, expressed or implied, is
                  intended to confer on any person other than the parties to
                  this Agreement or their respective successors or assigns, any
                  rights, remedies, obligations or liabilities under or by
                  reason of this Agreement.

         10.12.   Notices. Any notice or other communication required or
                  permitted under this Agreement shall be in writing and shall
                  be deemed to have been given, when received, if personally
                  delivered or delivered by telegram, telex or facsimile, or,
                  when deposited, if placed in the U.S. Mails for delivery by
                  registered or certified mail, return receipt requested,
                  postage prepaid and addressed to the appropriate party at the
                  addresses set forth on the first page of this Agreement.
                  Addresses may be changed by written notice given pursuant to
                  the provisions of this paragraph; however, any such notice
                  shall not be effective, if mailed, until five (5) working days
                  after depositing in the U.S. Mails or when actually received,
                  whichever occurs first.

         10.13.   Severability. If any provision of this Agreement is held
                  invalid by a court of competent jurisdiction, the remaining
                  provisions shall nonetheless be enforceable according to their
                  terms. Further, if any provision is held to be overbroad as
                  written, such provision shall be deemed amended to narrow its
                  application to the extent necessary to make the provision
                  enforceable according to applicable law and shall be enforced
                  as amended.

         10.14.   Execution of Further Documents. Each party agrees to execute
                  and deliver without further consideration any further
                  applications, licenses, assignments or other documents, and to
                  perform such other lawful acts as the other party may
                  reasonably require to fully secure and/or evidence the rights
                  or interests herein.


11.      ADDITIONAL AGREEMENTS

         11.1     Reports to PE. Newco shall inform PE from time to time at PE's
                  request made no more often than one each calendar month unless
                  Newco otherwise agrees, in such level of detail as PE may from
                  time to time specify, of any and all of research and
                  development activities undertaken or carried out and
                  developments and progress made in developing technology or
                  conceiving new inventions, or applying technology or
                  inventions to products and potential products, by or under the

                                       15
<PAGE>

                  direction of Newco during the immediately preceding month, and
                  generally keeping PE up to date on the financial state and the
                  business and technological affairs and progress of Newco. All
                  such information will be deemed confidential information of
                  Newco, except to the extent it is generally available to the
                  public or becomes generally available to the pubic through no
                  act or failure to act of PE, or PE can demonstrate it
                  possessed prior to Newco's disclosure to PE. Such reports will
                  be oral, unless otherwise requested by PE. Newco shall also
                  make a senior officer knowledgeable about Newco's research and
                  development efforts and technical research reasonably
                  available to PE to respond to inquiries from PE about
                  technical research and development activities. Such officer,
                  and his designees, shall respond to PE reasonable inquires
                  made from time to time by PE.

         11.2     Right of First Negotiation. During the five (5) year period
                  commencing with the date of this agreement, Newco shall not
                  grant any rights in or to any PE Aggregate Licensed Technology
                  to any third party, or enter into any agreement or arrangement
                  with any third party for the manufacture, use, sale or other
                  distribution of any product that incorporates or uses, or was
                  manufactured using, any PE Aggregate Licensed Technology or
                  the manufacture, use or sale of which would constitute, but
                  for the license granted to Newco pursuant to this Agreement,
                  an infringement of a claim of Patent Rights or "Patent Rights"
                  as defined in the Quantech License Agreement, or make a
                  proposal or enter into a letter or intent setting forth
                  possible terms or conditions as to any such grant, agreement
                  or arrangement, without first notifying PE in writing of the
                  proposed grant, agreement or arrangement (a "Proposed
                  Agreement Notice") and, if PE notifies Newco in writing within
                  forty five (45) days of its receipt of such notice from Newco
                  that it desires to negotiate with Newco regarding the grant of
                  such rights or entering into such an agreement or arrangement,
                  entering into negotiations with PE with respect to the grant
                  of such rights to or the entering into such an arrangement or
                  agreement with PE. Each Proposed Agreement Notice will
                  describe the proposed grant, agreement or arrangement in
                  reasonable detail. Newco agrees that it will not grant any
                  rights described in a Proposed Agreement Notice to any third
                  party, or enter into any agreement or other arrangement
                  described in such notice, with a third party except during the
                  180 day period commencing 60 days after the receipt by PE of
                  such notice and ending 240 days after the date of such receipt
                  (a "Third Party Agreement Period"). If the grant of rights is
                  not made, or such agreement or arrangement not entered into,
                  within said 180 day period, the rights contained herein shall
                  be reinstated as to all future grants of rights, agreements or
                  arrangements covering any of the prospective grants,
                  agreements or arrangements described in the Proposed Agreement
                  Notice. Nothing herein contained shall be deemed to prevent
                  Newco from discussing possible terms of any such proposed
                  grant of rights, agreement or arrangement with a third party,
                  provided that Newco does not make a proposal, enter into a
                  letter of intent or execute a binding agreement with respect

                                       16
<PAGE>

                  thereto except during the Third Party Agreement Period
                  applicable thereto. As used herein the term "third party"
                  includes, without limitation, any direct or indirect parent
                  company, direct or indirect subsidiary or any affiliate of
                  Newco, except solely PE.

         11.3     Right of Sublicense to EG&G. Notwithstanding anything
                  contained in this Agreement to the contrary, to enable the
                  implementation of agreements in principle entered into between
                  Quantech, PE and EG&G, Inc. in connection with the sale of
                  PE's Analytical Instruments Division to EG&G, Newco shall have
                  the right, if requested by EG&G on or before February 1, 2000,
                  to sublicense exclusively (even as to Newco) to EG&G all of
                  the rights and technology licensed to Newco pursuant to
                  Sections 2.1 and 2.2 of this Agreement in the fields of (i)
                  food and beverages, (ii) environmental and (iii) chemical and
                  industrial, but not in any other field, to make, have made for
                  it, use, and sell Licensed Products and Quantech Licensed
                  Products throughout the Territory in such fields. Newco agrees
                  that it shall only grant such rights and technology to EG&G
                  pursuant to a sublicense agreement substantially similar in
                  all substantive respects to the Quantech License Agreement
                  that has been approved in advance by PE, and that Newco shall
                  not permit any amendment to such sublicense agreement without
                  the consent of PE. In the event that EG&G does not request
                  such sublicense on or before February 1, 2000, Newco shall be
                  under no obligation to sublicense any such rights and
                  technology to EG&G.

IN WITNESS WHEREOF, each of the parties has caused this Agreement to be executed
in the manner appropriate to each, effective as of the date first above written.


Newco Ltd.                                   The Perkin-Elmer Corporation


By:_______________________________________   By:_______________________________
   Gregory Freitag, President and Secretary  Name:_____________________________

                                             Title:____________________________





                                       17