Exhibit 10.4


                            DATED 1st September 2002







                        HALL EFFECT TECHNOLOGIES LIMITED



                                       and



                                 UNIPATH LIMITED



                  ____________________________________________

                            PATENT LICENCE AGREEMENT
                  ____________________________________________

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                                    CONTENTS

Clause  .............................                                      Page

1.   Interpretation..................................................        1
2.   Grant...........................................................        2
3.   Provision of Know-How...........................................        2
4.   Improvements....................................................        2
5.   Infringement....................................................        2
6.   Royalty.........................................................        3
7.   Maintentance of Patents.........................................        4
8.   Confidentiality.................................................        5
9.   Term and Termination............................................        5
10.  Force Majeure...................................................        6
11.  Notices.........................................................        6
12.  Assignment and Subcontracting...................................        7
13.  Disputes........................................................        7
14.  General.........................................................        7

Schedules

1. Licensed Patents..................................................        9
2. Sales Estimate....................................................       10

Signatories..........................................................       11

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                                        1
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THIS AGREEMENT is dated 1st September, 2002

BETWEEN:

(1)  HALL EFFECT TECHNOLOGIES  LIMITED (Registered No. 3344705) whose registered
     office is at 22 The Office Village,  Exchange Quays, Salford Quays, Greater
     Manchester (Licensor); and

(2)  UNIPATH  LIMITED  (Registered  No.  417198) whose  registered  office is at
     Priory Business Park, Bedford, MK44 3UP (Licensee).

BACKGROUND

(A)  Following an R&D  agreement the parties wish to market  products  emanating
     from their joint work.  The  Licensor  has agreed to grant and Licensee has
     agreed to take a licence of certain  patent  rights on the terms set out in
     this agreement.

IT IS AGREED:

1.   Interpretation

1.1  In this agreement:

     Affiliate means, in relation to Licensee, any company which is for the time
     being a holding  company of that party or a subsidiary  of that party or of
     any such holding company;

     Field of Use  means  medical  devices  for  point of care  testing  or home
     testing for measuring plasma or blood coagulation;

     Improvement  means  any  improvement  enhancement  or  modification  to the
     Licensed Product or its method of manufacture;

     Licensed  Patents means all patent  applications in the Territory which are
     equivalent  to and/or  claim  priority  from  application  [ ] and  granted
     patents  issuing from such  applications  together  with all  re-issues and
     extensions of such granted patents;

     Licensed  Products  means (i) units of  consumable  test  strips for use in
     determination  of blood or plasma  coagulation,  or (ii) any other articles
     falling  within  the  scope  of any of the  claims  of any of the  Licensed
     Patents;

     Royalty Rate shall be 2% of the Net Sales Price of each Licensed Product;

     Territory means world-wide; and

     Net Sales Price means the amount  invoiced by the  Licensee or an Affiliate
     of the Licensee to an independent  third party for sale of Licensed Product
     less  any  customary  trade,  quantity  or cash  discounts,  free  samples,
     inclusions  in  starter  packs  and  non-affiliated   broker's  or  agent's
     commissions  actually  allowed  and taken,  amounts  repaid or  credited by
     reason of rebate,  rejection,  return,  short-dating or outdating, and less
     any import,  value added or excise taxes and customs  duties levied and any
     other  governmental  charges made as to production,  sale,  transportation,
     delivery  or use to the extent  such  charges  are paid by the  Licensee or
     Affiliate and are separately identified on invoices.

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1.2  The headings in this agreement do not affect its interpretation.

1.3  The schedules and appendices to this agreement form part of it.

2.   Grant

2.1  Licensor hereby grants to Licensee an exclusive  licence under the Licensed
     Patents  in the  Field  of Use to  manufacture,  have  manufactured  and to
     market,  distribute  and  sell  or  otherwise,  Licensed  Products  in  the
     Territory;

2.2  Licensee shall have the right to grant sub-licences under this agreement to
     any of its Affiliates  provided that each  Affiliate  agrees to be bound by
     the terms and conditions of this agreement.

2.3  No further  right or licence is granted by  Licensor  to  Licensee  by this
     agreement save as expressly set out in this clause 2.

2.4  Licensor hereby  undertakes not during the term of this agreement itself to
     exploit the  Licensed  Patents in the  Territory  in the Field of Use or to
     purport to grant  others the right to do so,  provided  that this shall not
     prevent it dealing  in such  Licensed  Products  as are  supplied  to it by
     Licensee.

3.   Provision of Know-How

3.1  The Licensor shall in addition make available to the Licensee such know-how
     relating to the manufacture of the Licensed Products as the Licensor has in
     its possession and is reasonably required for such purpose.

3.2  Such  technology and know-how  furnished by Licensor under clause 3.1 shall
     be used by Licensee only for the purpose as set out clause 3.1 and shall be
     subject to the provisions of clause 8.

4.   Improvements

4.1  If either party shall at any time devise, discover or acquire rights in any
     Improvement  it shall to the extent that it is not  prohibited by law or by
     any undertaking given to any other person or by considerations  relating to
     the securing of a patent  promptly notify the other party in writing giving
     details of it and provide its Affiliates  such  information or explanations
     as its Affiliates may reasonably  require to be able effectively to utilise
     the  Improvement  and in any case where the party  applies  for a patent in
     respect    of    any    such     Improvement     it    shall    grant    an
     irrevocable,non-exclusive,  royalty-free,  worldwide  licence  to  use  and
     exploit such application and any patent granted pursuant to it.

4.2  Such  information  as is provided by Licensor to Licensee  under clause 4.1
     shall be subject to the provisions of clause 8.

5.   Infringement

5.1  In the event that:

     (a)  any  Licensed  Patent is  attacked  or being a patent  application  is
          opposed;
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     (b)  any  application for a patent is made by or any patent is granted to a
          third  party by reason of which the third  party may be granted or may
          have been granted rights which conflict with any of the rights granted
          to Licensee or its Affiliates under any Licensed Patent;

     (c)  any  unlicensed  activities  are  carried on by any third  party which
          could constitute an infringement of any Licensed Patent (which for the
          purposes  of this  clause 5 shall be  deemed  to  include  any  patent
          (whether in  application  or granted) in respect of an  Improvement of
          Licensor); or

     (d)  any  application  is made for a compulsory  licence under any Licensed
          Patent,

     the party to whose  attention  such activity has been drawn shall  promptly
     inform the other  party of the  nature  and extent of such known  activity,
     following which Licensor and Licensee shall as soon as practicable  consult
     together to decide what steps shall be taken to resolve the activity.

5.2  Licensor and  Licensee  shall take all steps as may be agreed by them under
     clause 5.1,  including the institution of legal proceedings where necessary
     in the name of one of the parties or in the joint names of the Licensor and
     Licensee as appropriate.

5.3  If Licensor  and  Licensee  fail to agree  under  clause 5.2 and subject to
     clause 5.4,  Licensor shall have the right to take all steps to prevent the
     infringement  of the Licensed  Patent and  Licensee  shall,  at  Licensor's
     request and expense,  render all reasonable  assistance  within  Licensee's
     power.  Licensor shall bear all costs in relation to any  proceeding  which
     are under the  exclusive  control of the  Licensor  and  Licensor  shall be
     entitled to retain for its own absolute benefit any damages, costs or other
     expenses awarded or recovered in any such proceedings.

5.4  If Licensor fails within 1 month to take those steps as are mentioned under
     clause 5.3 or if Licensor informs Licensee that Licensor does not intend to
     take any steps  under  clause  5.3,  Licensee  shall  have the right and is
     authorised  by  Licensor  to take those  steps  independently.  In so doing
     Licensee  shall not be taken as acting as the agent or in any way on behalf
     of Licensor but Licensor shall give all reasonable assistance at Licensee's
     expense to facilitate any proceedings by Licensee.  Licensee shall bear all
     costs but shall be  entitled  to retain for its own  absolute  benefit  any
     damages,  costs  or  other  expenses  awarded  or  recovered  in  any  such
     proceedings.

5.5  Nothing in this  agreement  shall  constitute any  representation  that any
     Licensed  Patent  (if a patent  application)  shall  proceed to grant or if
     granted shall be valid.

6.   Royalty

6.1  In  consideration  of the rights granted under clause 2, Licensee shall pay
     to Licensor royalties calculated at the Royalty Rate and payable in respect
     of all Net Sales Price made by  Licensee  and  Affiliates  on and after the
     date of this  agreement  provided  always  that in respect of any  Licensed
     Product  manufactured and supplied as provided above, only a single royalty
     in accordance  with the  provisions of this  agreement  shall be payable in
     respect of such manufacture or supply.

6.2  Royalties payable under this agreement are exclusive of any value added (or
     like) tax  which may be  payable  on them and shall be paid  gross  without
     deduction  of any  withholding  or other  income  taxes and if  subject  to
     withholding  or other income taxes  Licensee  shall ensure that such sum is
     paid to Licensor as shall,  after  deduction of such  withholding  or other
     income tax, be  equivalent  to the  royalties  otherwise  payable under the
     agreement.

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6.3  Royalties  payable under this agreement shall be paid in sterling within 30
     days  of the  end of each  successive  quarterly  period  of  three  months
     commencing  on 1st  January,  1st April,  1st July and 1st  October in each
     year.

6.4  For the purpose of converting  into sterling the local currency of Licensee
     in which such royalties  arise, the rate of exchange to be applied shall be
     the rate of exchange  applied by the  (London)  bankers to Licensor for the
     purchase of sterling with such foreign currency as at the close of business
     on the date when the relevant payment first becomes due.

6.5  At the same time as payment of any such royalties  falls due Licensee shall
     submit  or cause  to be  submitted  to  Licensor  a  statement  in  writing
     recording the calculation of such royalties payable and in particular:

     (a)  the number of Licensed  Products  which have been supplied  during the
          previous quarter;

     (b)  the number of Licensed  Products which have been  manufactured  during
          the previous quarter but not yet supplied;

     (c)  the Net Sales  Price of each  Licensed  Product  supplied  during  the
          previous quarter;

     (d)  the  amount of  royalties  due and  payable  and the amount of any tax
          deductible or due to be deducted from such figure;

6.6  Licensee  shall  keep  proper  records  and books of  account  showing  the
     quality,  description and price of Licensed  Products  supplied or put into
     use and such records and books shall be kept  separate from any records and
     books not relating solely to the Licensed Products and be open at all times
     to  inspection  and  audit  by  Licensor  or its duly  authorised  agent or
     representative who shall be entitled to take copies of or extracts from the
     same and in the event such  inspection or audit should reveal a discrepancy
     in the  royalties  paid from those payable  under this  agreement  Licensee
     shall  immediately make up the shortfall and reimburse  Licensor in respect
     of any professional charges incurred for such audit or inspection.

6.7  The parties  believe  that,  at the date of this  agreement,  the  estimate
     contained in schedule 2 is a  reasonable  estimate of the  potential  sales
     that might be achievable  under this  agreement.  Both parties  acknowledge
     that the  estimate  contained in schedule 2 is a  non-binding  estimate and
     does not  constitute any  representation,  warranty or otherwise that those
     sales will actually be realised.

6.8  The  provisions  of this  clause 6 shall  remain in effect  notwithstanding
     termination  or  expiry  of this  agreement  until  the  settlement  of all
     subsisting claims by Licensor.

7.   Maintentance of Patents

7.1  Licensor  shall  pay all  fees  and  charges  and do all  acts  and  things
     necessary  for the  maintenance  of all  Licensed  Patents  that  have been
     granted or that  proceed to grant and do all acts and things  necessary  to
     prosecute any of the Licensed Patents that are applications.

7.2  Licensor shall not abandon any of the Licensed Patents or allow any of them
     to lapse save with the prior written consent of Licensee.  Such consent not
     to be unreasonably withheld.

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8.   Confidentiality

8.1  Each of the parties  undertakes to keep confidential and not to disclose to
     any  third  party or to use  themselves  except  as  permitted  under or in
     accordance with this agreement any  confidential  or secret  information in
     any form directly or  indirectly  belonging or relating to the other party,
     its Affiliates,  its or their business or affairs, disclosed by the one and
     received  by the other  pursuant  to or in the  course  of this  agreement,
     including,  without  limitation,  any Improvement,  know-how supplied under
     clause  3 and the  existence  and  terms  of this  agreement  (Confidential
     Information).

8.2  Each of the parties undertakes to disclose Confidential  Information of the
     other on a  confidential  basis only to those of its  officers,  employees,
     agents,  professional advisers, bankers and contractors, to whom and to the
     extent to which, such disclosure is necessary for the purposes contemplated
     under this  agreement  and to ensure that all such  personnel  are bound by
     obligations of confidentiality no less onerous than those contained in this
     agreement.

8.3  Each party shall, upon the written request of the other, procure that, free
     of expense  to the  other,  there is  forthwith  returned  to the other any
     material in which there is recorded any Confidential Information as defined
     in clause 8.1.

8.4  The  obligations  contained  in this  clause 8 shall  survive the expiry or
     termination  of this  agreement for any reason for a period of 5 years from
     the  date  of  expiration  or  termination  but  shall  not  apply  to  any
     Confidential Information which:

     (a)  is publicly known at the time of disclosure to the receiving party;

     (b)  after  disclosure  becomes  publicly  known  otherwise  than through a
          breach  of  this  agreement  by the  receiving  party,  its  officers,
          employees, agents or contractors;

     (c)  can be  proved  by the  receiving  party  to have  reached  its  hands
          otherwise  than by being  communicated  by the other  party  including
          being known to it prior to disclosure,  or having been developed by or
          for it wholly independently of the other party or having been obtained
          from a third party without any restriction on disclosure on such third
          party of which the recipient is aware, having made due enquiry;

     (d)  is  required  by law,  regulation  or order of a  competent  authority
          (including any regulatory or governmental body or securities exchange)
          to  be  disclosed  by  the  receiving  party,   provided  that,  where
          practicable,  the disclosing party is given reasonable  advance notice
          of the intended disclosure.

9.   Term and Termination

9.1  This  agreement  shall come into effect on the execution of this  agreement
     and, subject to clause 9.2, shall continue in force until the expiry of the
     last to expire of the  Licensed  Patents  and/or  supplementary  protection
     certificates  or, if being patent  applications,  until there is no further
     possibility of any of patent applications proceeding to grant.

9.2  Without  prejudice to any other rights to which it may be entitled,  either
     party may give notice in writing to the other  terminating  this  agreement
     with immediate effect if:

     (a)  the other  party  commits any  material  breach of any of the terms of
          this  agreement and (if such a breach is  remediable)  fails to remedy
          that breach within 30 days of that party being  notified in writing of
          the breach;
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     (b)  if an order is made or a  resolution  is passed for the  winding up of
          the  other  party or if an order  is made  for the  appointment  of an
          administrator  to manage the  affairs,  business  and  property of the
          other party or if a receiver is appointed of any of the other  party's
          assets or  undertaking  or if  circumstances  arise which  entitle the
          Court or a creditor to appoint a receiver or manager or which  entitle
          the Court to make a  winding-up  order or if the other  party takes or
          suffers any similar or analogous action in consequence of debt.

9.3  Termination of this agreement  however caused shall be without prejudice to
     any rights or liabilities accrued at the date of termination.

9.4  If Licensee decides the Licensed  Products not to be commercial  viable and
     cease the  marketing  thereof  Licensor  reserves  the right to convert the
     licence to a non-exclusive grant of rights.

10.  Force Majeure

     Neither  party  shall  be  liable  to the  other  party  for any  delay  or
     non-performance  of its obligations  under this agreement  arising from any
     cause  or  causes  beyond  its  reasonable   control   including,   without
     limitation,  any of the following: act of God, governmental act, war, fire,
     flood, explosion,  civil commotion.  Subject to the affected party promptly
     notifying  the  other  party  in  writing  of the  cause  of the  delay  or
     non-performance  and the likely  duration of the delay or  non-performance,
     and provided the affected party uses its reasonable endeavours to limit the
     effect of that delay or non-performance on the other party, the performance
     of the affected party's  obligations,  to the extent affected by the cause,
     shall be suspended during the period that the cause persists.  If the delay
     or  non-performance  described  under the first  sentence  continues  for a
     period greater than 3 months,  each party shall have the right to terminate
     this agreement.

11.  Notices

11.1 Any  notice or other  document  to be served  under this  agreement  may be
     delivered or sent by post or facsimile process to the party to be served at
     its address set out below:

         (a) to Licensor at:                  (b) to Licensee at:
         ---------------------------------    ---------------------------
         22 The Office Village                Priory Business Park
         ---------------------------------    Bedford
         Exchange Quays                       MK44 3UP
         Manchester                           United Kingdom
         M5 3EQ
         ---------------------------------    ---------------------------
         Fax: 0161 848 9226                   Fax: 01234 835002
         ---------------------------------    ---------------------------
         Marked for attention of the Chief    Marked for attention of the
         Executive Officer                    Managing Director
         ---------------------------------    ---------------------------

     or at any other address or facsimile number or to any other addressee as it
     may have notified to the other party in accordance with this clause 11. Any
     notice or other  document sent by post shall be sent by prepaid first class
     recorded delivery post (if within the United Kingdom) or by prepaid airmail
     (if elsewhere).

11.2 In proving  service of a notice or document it shall be sufficient to prove
     that  delivery  was made or that the  envelope  containing  the  notice  or
     document was properly  addressed and posted  (either by prepaid first class
     recorded  delivery post or by prepaid airmail,  as the case may be) or that
     the facsimile  message was properly  addressed and despatched,  as the case
     may be.

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12.  Assignment and Subcontracting

12.1 Subject to 12.2, neither party may assign,  sublicense,  transfer, create a
     charge  over or  otherwise  dispose  of any of its  rights or  transfer  or
     otherwise  dispose of any of its obligations  under this agreement  without
     the  prior  written   consent  of  the  other  party  which  shall  not  be
     unreasonably withheld or delayed.

12.2 Nothing in this  agreement  shall  prevent or  restrict  either  party from
     assigning, sublicensing,  transferring, creating a charge over or otherwise
     disposing  of any of its  rights or from  subcontracting,  transferring  or
     otherwise  disposing of any of its  obligations  under this agreement to an
     Affiliate or to any person  acquiring the whole or any part of its business
     or assets.

13.  Disputes

13.1 Any dispute arising out of or in connection with this agreement  (Dispute),
     shall be referred by either party first to the nominated representatives of
     each of the parties for  resolution.  If the Dispute  cannot be resolved by
     the  nominated  representatives  of the  parties  within 14 days  after the
     Dispute  has  arisen,  either  party may give  notice to the other party in
     writing  (Notice)  that a Dispute has arisen.  Within  seven days after the
     date of the Notice,  the Dispute shall be referred to a senior executive of
     each of the  parties  for  resolution.  If the  Dispute is not  resolved by
     agreement in writing  between the parties  within 14 days after the date of
     the Notice,  the Dispute shall be resolved in accordance with the remaining
     provisions of this clause 13.

13.2 Any Dispute  which has not been  resolved  under clause 13.1 shall,  at the
     request of either  party made within 30 days after the Notice is given,  be
     referred to  arbitration  and finally  resolved  by  arbitration  under the
     Controlled Cost Rules at the Chartered Institute of Arbitration,  and those
     rules are deemed incorporated by reference in this agreement

13.3 This clause 13 is without prejudice to either party's right to seek interim
     relief against the other party (such as an injunction)  through the English
     courts to protect its rights and interests,  or to enforce the  obligations
     of the other party.

14.  General

14.1 No  partnership  or agency:  Nothing in this  agreement  shall be deemed to
     constitute a partnership  between the parties,  nor constitute either party
     the agent of the other party for any purpose.

14.2 Counterparts: This agreement may be executed in any number of counterparts.
     This has the same effect as if the signatures on the counterparts were on a
     single copy of this agreement.

14.3 Waiver:  The rights of each party under this agreement (a) may be exercised
     as often as necessary;  (b) are  cumulative  and not exclusive of rights or
     remedies  provided  by law;  and  (c) may be  waived  only in  writing  and
     specifically.  Delay in exercising or non-exercise of any such right is not
     a waiver of that right.

14.4 Amendments:  Any  amendment of this  agreement  shall not be binding on the
     parties  unless set out in writing,  expressed to amend this  agreement and
     signed by authorised representatives of each of the parties.

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14.5 Severability:  If any term of this agreement is or becomes illegal, invalid
     or  unenforceable  in any  jurisdiction,  that  shall  not  affect  (a) the
     legality, validity or enforceability in that jurisdiction of any other term
     of this agreement; or (b) the legality, validity or enforceability in other
     jurisdictions of that or any other provision of this agreement.

14.6 Further  assurance:  Each party  undertakes,  at the  request  and cost and
     expense of the other party, to sign all documents and to do all other acts,
     which may be necessary to give full effect to this agreement.

14.7 Costs:  Each  party  shall  pay the costs and  expenses  incurred  by it in
     connection with the entering into of this agreement.

14.8 Language:

     (a)  Any notice given in connection with this agreement must be in English.

     (b)  Any other document provided in connection with this agreement must be:

          (i)  in English; or

          (ii) (unless the parties  otherwise agree)  accompanied by a certified
               English  translation.  In  this  case,  the  English  translation
               prevails  unless the  document is a statutory  or other  official
               document.

14.9 Third Party Rights:  A person who is not a party to this  agreement may not
     enforce any of its terms under the Contracts  (Rights of Third Parties) Act
     1999.

14.10 Whole agreement:

     (a)  This  agreement,  the  documents  referred  to in it contain the whole
          agreement   between   the  parties   relating   to  the   transactions
          contemplated  by this agreement and supersede all previous  agreements
          between the parties relating to the transactions.

     (b)  Subject to clause 14.10(c),  each party  acknowledges that in entering
          into this agreement it has not relied on any representation, warranty,
          collateral  contract or other assurance  (except those set out in this
          agreement and the documents referred to in it) made by or on behalf of
          any other party before the date of this  agreement.  Each party waives
          all  rights and  remedies  which,  but for this  clause  14.10,  might
          otherwise be  available  to it in respect of any such  representation,
          warranty, collateral contract or other assurance.

     (c)  Nothing in clause 14.10(b) limits or excludes any liability for fraud.

14.11Jurisdiction:  parties agree that, subject to clause 13, the English courts
     are to have exclusive  jurisdiction  to settle any disputes which may arise
     in  connection  with this  agreement  and that any  proceedings  arising in
     connection with this agreement may be brought to those courts.

14.12 Governing law: This agreement is governed by English law.


THIS AGREEMENT has been signed on behalf of the parties by their duly authorised
representatives on the date which appears first on page 1.



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                                   SCHEDULE 1

                                Licensed Patents



PART I - Patent Application(s)


------------------------ ---------------------- ---------------------
Application No.          Title                  Country
------------------------ ---------------------- ---------------------




PART II - Granted Patent(s)

------------------------ ---------------------- ---------------------
Patent No.               Title                  Country
------------------------ ---------------------- ---------------------


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                                   SCHEDULE 2

                                 Sales Estimate
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SIGNATORIES



/s/ John Fuller
-------------------------------------------
Signed by  John Fuller
for HALL EFFECT TECHNOLOGIES LIMITED




/s/ David Scott
-------------------------------------------
Signed by David Scott
for UNIPATH LIMITED