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                                                                   EXHIBIT 10.34
                                                CONFIDENTIAL TREATMENT REQUESTED

                             DISTRIBUTION AGREEMENT

         This DISTRIBUTION AGREEMENT (the "Agreement") is made effective as of
March 11th, 1999 (the "Effective Date") by and between MELET SCHLOESING
Laboratoires ("MELET") and ABAXIS, Inc., a California corporation ("ABAXIS").

                                    RECITALS

         A. ABAXIS is the manufacturer of blood biochemistry analyzers described
in Exhibit A, attached (the "ABAXIS Products").

         B. MELET is the manufacturer of blood hematology analyzers described in
Exhibit B, attached (the "MELET Products").

         ABAXIS and MELET desire to enter into a non-exclusive distribution
agreement whereby ABAXIS will distribute MELET Products in the territory
described in Exhibit C, attached and MELET will distribute ABAXIS Products in
the territory described in Exhibit D, attached.

ITEM 15. DEFINITIONS.

1.       "INSTRUMENTS" MEANS THE ELECTROMECHANICAL DEVICES, WHICH ARE MORE FULLY
         DESCRIBED IN EXHIBIT A AND EXHIBIT B TO THIS AGREEMENT.

2.       "DISCS" MEANS THE REAGENT DISCS, OR ROTORS, WHICH ARE MORE FULLY
         DESCRIBED IN EXHIBIT A TO THIS AGREEMENT.

3.       "REAGENTS" MEANS THE CONSUMABLE PRODUCTS, WHICH ARE MORE FULLY
         DESCRIBED IN EXHIBIT B TO THIS AGREEMENT.

4.       "PRODUCTS" MEANS THE INSTRUMENTS, DISCS AND THE REAGENTS.

5.       "PARTIES" MEANS ABAXIS AND MELET.

6.       "SELLING PARTY" MEANS THE PARTY THAT IS SELLING THE PRODUCTS TO THE
         PURCHASING PARTY.

7.       "PURCHASING PARTY" MEANS THE PARTY THAT IS PURCHASING THE PRODUCTS FROM
         THE SELLING PARTY.

ITEM 16. PURCHASE AND DISTRIBUTION RIGHTS.

1.       PURCHASE RIGHTS. THE SELLING PARTY WILL SELL TO THE PURCHASING PARTY
         THE PRODUCTS FOR DISTRIBUTION ACCORDING TO THE TERMS AND CONDITIONS OF
         THIS AGREEMENT.

2.       DISTRIBUTION RIGHTS. SUBJECT TO THE TERMS OF THIS AGREEMENT, THE
         SELLING PARTY GRANTS THE PURCHASING PARTY, AND THE PURCHASING PARTY
         ACCEPTS, THE NON-EXCLUSIVE, NON-TRANSFERABLE RIGHT TO DISTRIBUTE THE
         PRODUCTS SOLELY TO CUSTOMERS LOCATED WITHIN THE TERRITORY. THE
         PURCHASING PARTY MAY NOT TRANSFER ANY OF THESE RIGHTS TO ANY
         SUB-PURCHASING PARTY EITHER IN THE EMPLOY OR IN ANY OTHER WAY
         ASSOCIATED WITH THE PURCHASING PARTY. THE PURCHASING PARTY SHALL NOT
         HAVE ANY RIGHTS TO DISTRIBUTE THE PRODUCTS TO CUSTOMERS LOCATED OUTSIDE
         THE TERRITORY AND SHALL ENSURE THAT ALL ENTITIES IN ITS DISTRIBUTION
         CHANNEL ARE PROHIBITED FROM PROMOTING, SELLING AND SERVICING THE
         PRODUCTS OUTSIDE THE TERRITORY. FAILURE TO ENSURE SUCH RESTRICTED
         ACTIVITIES OUTSIDE THE TERRITORY SHALL BE DEEMED A MATERIAL BREACH OF
         THIS AGREEMENT. THE PURCHASING PARTY SHALL NOT HAVE ANY RIGHTS TO SELL
         THE REAGENTS/ROTORS AND/OR TO

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*** Confidential treatment has been requested for portions of this exhibit. The
copy filed herewith omits the information subject to the confidentiality
request. Omissions are designated as *.  A complete version of this exhibit has
been filed separately with the Securities and Exchange Commission.
<PAGE>
         GIVE SERVICE TO OTHER CUSTOMERS THAN THEIR OWN (CUSTOMERS HAVING
         PURCHASED INSTRUMENTS FROM THE PURCHASING PARTY) IN THEIR TERRITORY,
         EXCEPT AS EXPRESSLY PERMITTED IN WRITING BY THE SELLING PARTY.

3.       DISTRIBUTION OBLIGATIONS OF THE PARTIES. DURING THE TERM OF THIS
         AGREEMENT, THE PURCHASING PARTY WILL,

                  i. Obtain all reasonable governmental approvals and make all
governmental registrations and filings necessary to import the Products into the
territory and to distribute the Products in the territory, including obtaining
approvals to import and distribute each lot of Discs and Reagents that the
Parties purchase under this Agreement;

                  ii. If any approval or registration of this Agreement shall be
required to make it enforceable in the territory, or to comply with exchange
regulations or other requirements so as to allow remittance abroad of payment as
required in this Agreement, the Purchasing Party shall immediately take all
required action and pay all required charges to obtain such approvals and
registrations. The Purchasing Party shall keep the Selling Party informed of the
status of all efforts relating to such approvals and registrations, and the
Selling Party shall be under no obligation to ship Products to the Purchasing
Party thereunder until the Purchasing Party has provided the Selling Party with
satisfactory evidence that such approval or registration is not required or that
it has been obtained;

                  iii. Use its best efforts to promote the sales of the Products
to customers located in the territory;

                  iv. Provide and maintain an adequately staffed, equipped and
trained sales organization, whose members will be able to explain in detail to
customers the specification, features and benefits of the products and the
differences between the Products and competitive products;

                  v. Provide sales and market data reports on a calendar quarter
basis, and at the Selling Party's request, including customer identities,
instrument information, sales volume, and other information relating to the
actual and potential market for the Products in the territory;

                  vi. Keep the Parties informed concerning problems encountered
and their resolutions, and communicate promptly to each other any and all
modifications, design changes or improvements of the Products suggested by any
customer of the Purchasing Party or any employee or agent of the Purchasing
Party (the Parties agree that the Selling Party shall be and remain the sole and
exclusive owner of all such information related to their own Products); and

                  vii. Purchase, during each of the periods described in Exhibit
F, attached to this Agreement, at least the minimum quantities of orders of the
Products as set forth in Exhibit F. Failure to purchase such minimum quantities
or orders shall be deemed a material breach of this Agreement.

ITEM 17. PRICE, TAXES.

1.       PRICE. THE PRICE FORMULA FOR THE PRODUCTS IS SET FORTH IN EXHIBIT A
         ("ABAXIS PRODUCT DESCRIPTION AND PRICE LIST") AND EXHIBIT B ("MELET
         PRODUCT DESCRIPTION AND PRICE LIST") TO THIS AGREEMENT.

2.       PRICE CHANGES. AFTER ONE (1) YEAR, THE SELLING PARTY RESERVES THE RIGHT
         TO AMEND THE PRICES SHOWN ON THE PRICE LISTS UPON NINETY (90) DAYS
         PRIOR WRITTEN NOTICE TO THE PURCHASING PARTY. NO INCREASE IN PRICES OR
         REDUCTION IN DISCOUNTS WILL APPLY TO ITEMS FOR WHICH FIRM ORDERS (AS
         DEFINED IN SECTION 5.1 BELOW) ARE ACCEPTED BY THE SELLING PARTY BEFORE
         THE EFFECTIVE DATE OF THE CHANGE. THE PURCHASING PARTY WILL HAVE THE
         BENEFIT OF ANY REDUCTION IN PRICES OR INCREASE IN DISCOUNTS FOR FIRM
         ORDERS ACCEPTED BUT NOT SHIPPED BEFORE THE EFFECTIVE DATE OF SUCH
         CHANGE. IN CASE OF ANY PRICE MODIFICATIONS FROM THE SELLING PARTY, THE
         PURCHASING PARTY WILL HAVE THE RIGHT TO RECONSIDER THE MINIMUM PURCHASE
         REQUIREMENTS IN EXHIBIT F. THE SELLING PRICES OFFERED BY THE SELLING
         PARTY TO THE PURCHASING PARTY SHALL NEVER BE HIGHER (MORE EXPENSIVE)
         THAN THE SELLING PRICES OFFERED BY THE SELLING PARTY TO ANOTHER

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         DISTRIBUTOR, REPRESENTATIVE AGENT, SUB-DEALER OR ALL OTHER COMPANIES
         WHICH HAVE THE RIGHT TO SELL THE PRODUCT IN THE SAME TERRITORY AS THE
         PURCHASING PARTY AS DEFINED IN TERRITORY IN EXHIBIT C AND EXHIBIT D.

3.       TAXES. THE PURCHASING PARTY SHALL PAY FOR ALL SALES, USE, VALUE-ADDED,
         AND OTHER TAXES (EXCEPT TAXES ON EACH PARTY'S NET INCOME), AND ALL
         CUSTOMS, DUTIES, AND TARIFFS NOW OR HEREAFTER CLAIMED OR IMPOSED BY ANY
         GOVERNMENTAL AUTHORITY UPON THE SALE OF THE PRODUCTS TO THE PURCHASING
         PARTY, OR UPON PAYMENTS TO EACH OTHER UNDER THIS AGREEMENT.

ITEM 18. PAYMENT.

1.       INSTRUMENT PAYMENT OFFSET. THE PURCHASING PARTY IS NOT REQUIRED TO PAY
         THE SELLING PARTY FOR THE PRODUCTS PURCHASED UNDER THIS AGREEMENT AS
         LONG AS THE RATIO OF PRODUCTS PURCHASED IS EQUAL TO ABAXIS PURCHASE OF
         ONE AND A HALF (1-1/2) MELET INSTRUMENTS FOR EACH MELET PURCHASE OF ONE
         (1) ABAXIS INSTRUMENT. THIS RATIO WILL BE TESTED EVERY TWO MONTHS
         ENDING FEBRUARY 28, APRIL 30, JUNE 30, AUGUST 31, OCTOBER 31, DECEMBER
         31 AFTER THE EFFECTIVE DATE. SHOULD THE RATIO NOT EQUAL THE ABOVE
         FORMULA, THEN PAYMENT WILL BE REQUIRED AS DESCRIBED IN 4.3.

2.       DISC, REAGENT, ACCESSORY AND SPARE PARTS PAYMENT. PAYMENTS TO THE
         SELLING PARTY FOR DISCS, REAGENTS, ACCESSORIES AND SPARE PARTS
         PURCHASED BY THE PURCHASING PARTY SHALL BE REQUIRED AS DESCRIBED IN
         4.3.

3.       PAYMENT TO THE SELLING PARTY. PAYMENTS UNDER THIS AGREEMENT TO THE
         SELLING PARTY ARE DUE SIXTY DAYS (60) AFTER INVOICE DATE AND WILL BE
         MADE IN UNITED STATES DOLLARS FOR MELET PAYMENT TO ABAXIS AND IN EUROS
         FOR ABAXIS PAYMENT TO MELET, FREE OF ANY CURRENCY CONTROL OR OTHER
         RESTRICTIONS, BY WIRE TRANSFER TO THE SELLING PARTY BANK ACCOUNT
         DESIGNATED BY THE SELLING PARTY. THE PURCHASING PARTY WILL BEAR ANY
         FEES ASSOCIATED WITH THE WIRE TRANSFER. CREDIT TERMS MAY BE EXTENDED TO
         THE PURCHASING PARTY AT THE COMPLETE DISCRETION OF THE SELLING PARTY
         AND THE SELLING PARTY MAY REQUIRE ALL PAST DUE PAYMENTS PRIOR TO
         RELEASE OF PRODUCTS TO THE PURCHASING PARTY. THE SELLING PARTY RESERVES
         THE RIGHT, UPON WRITTEN NOTICE TO THE PURCHASING PARTY, TO DECLARE ALL
         SUMS IMMEDIATELY DUE AND PAYABLE IN THE EVENT OF A BREACH BY A PARTY OF
         ANY OF ITS OBLIGATIONS TO THE SELLING PARTY, INCLUDING THE FAILURE OF
         THE PURCHASING PARRY TO COMPLY WITH CREDIT TERMS. FURTHERMORE, THE
         SELLING PARTY RESERVES THE RIGHT AT ALL TIMES EITHER GENERALLY OR WITH
         RESPECT TO ANY SPECIFIC ORDER, TO VARY, CHANGE, OR LIMIT THE AMOUNT OR
         DURATION OF CREDIT TO BE ALLOWED TO THE PURCHASING PARTY. THE PAYMENT
         DELAY OFFERED BY THE SELLING PARTY TO THE PURCHASING PARTY SHALL NEVER
         BE SHORTER THAN THE PAYMENT DELAY OFFERED BY THE SELLING PARTY TO
         ANOTHER DISTRIBUTOR, REPRESENTATIVE AGENT, SUB-DEALER OR ALL OTHER
         COMPANIES WHICH WILL HAVE THE RIGHT TO SELL THE PRODUCTS IN THE SAME
         TERRITORY AS THE PURCHASING PARTY AS DEFINED IN EXHIBIT C AND EXHIBIT
         D.

ITEM 19. ORDERS.

1.       FORECAST; FORM OF ORDERS. THE PURCHASING PARTY WILL PROVIDE THE SELLING
         PARTY WITH A GOOD FAITH ROLLING TWELVE-MONTH FORECAST OF ITS
         REQUIREMENTS EVERY THREE (3) MONTHS. THE PURCHASING PARTY WILL PURCHASE
         PRODUCTS FROM THE SELLING PARTY BY THE ISSUANCE OF FIRM WRITTEN
         PURCHASE ORDERS ("FIRM ORDERS") SPECIFYING THE QUANTITY OF EACH PRODUCT
         ORDERED AND THE SHIPPING DATE OR DATES FOR SHIPMENT THEREOF. PURCHASE
         ORDERS WILL SPECIFY RELEASE DATES NOT LESS THAN SIXTY (60) CALENDAR
         DAYS AFTER RECEIPT OF THE FIRM ORDER NOR MORE THAN ONE HUNDRED EIGHTY
         (180) CALENDAR DAYS AFTER RECEIPT OF THE FIRM ORDER UNLESS SPECIFICALLY
         AGREED BY THE SELLING PARTY. EACH PURCHASE ORDER ISSUED HEREUNDER WILL
         BEAR THE FOLLOWING STATEMENT:

"This Purchase Order is placed pursuant to the Distribution Agreement between
the Parties."

         All purchase orders are subject to acceptance by the Selling Party at
its home office and no order shall become binding on the Selling Party until
accepted in writing. All orders shall be addressed by the Purchasing Party to
the Selling Party who will have two (2) weeks to accept and confirm the order.
None of the preprinted terms or conditions of any purchase order will amend or
supplement this Agreement even if accepted by the Selling Party.

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2.       INCREASES. THE PURCHASING PARTY MAY REQUEST AN INCREASE IN THE
         QUANTITIES OF PRODUCTS ORDERED UNDER A FIRM ORDER AND THE SELLING PARTY
         WILL BE OBLIGATED TO HONOR SUCH REQUEST ONLY IF THE INCREASED QUANTITY
         DOES NOT EXCEED 30% OF THE ORIGINAL ORDER, SUBJECT TO REASONABLE
         ALLOCATION AMONG ITS CUSTOMERS IN THE EVENT OF LIMITED SUPPLY; PROVIDED
         HOWEVER, THAT THE SELLING PARTY WILL ONLY BE OBLIGATED TO USE
         COMMERCIALLY REASONABLE EFFORTS TO SATISFY SUCH ADDITIONAL DEMAND IF
         THE REQUEST IS RECEIVED LESS THAN SIXTY-ONE (61) CALENDAR DAYS PRIOR TO
         THE SCHEDULED SHIPMENT DATE FOR THAT ADDITIONAL DEMAND.

3.       CANCELLATION AND DEFERMENT. ALL OR ANY PORTION OF A REQUEST FOR
         SHIPMENT RELEASE MAY NOT BE DEFERRED OR CANCELED LESS THAN SIXTY-ONE
         (61) DAYS PRIOR TO THE SCHEDULED SHIPMENT DATE.

4.       MINIMUM OF ORDER. ALL ORDERS SHALL HAVE A MINIMUM ORDER OF:

                - Instruments           :                    30 units

5.       EXPRESS ORDER. FOR ALL DISCS AND REAGENTS HAVING A SHELF-LIFE OF UNDER
         TEN (10) MONTHS, THE SELLING PARTY WILL EXERCISE ITS BEST EFFORT IN
         SHIPPING PRODUCTS WITHIN FORTY EIGHT (48) HOURS FROM THE MANUFACTURE
         DATE.

ITEM 20. SHIPMENT AND ACCEPTANCE.

1.       SHIPMENT. THE SELLING PARTY WILL USE DILIGENT EFFORTS TO SHIP THE
         PRODUCTS AT THE TIME REQUESTED IN FIRM ORDERS ACCEPTED BY THE SELLING
         PARTY. IN THE EVENT OF SHORTAGE OF LABOR, ENERGY, COMPONENTS, RAW
         MATERIALS OR SUPPLIES OR INTERRUPTION OF THE SELLING PARTY PRODUCTION
         OR SHIPMENT FOR REASONS BEYOND THE SELLING PARTY'S REASONABLE CONTROL,
         THE SELLING PARTY WILL GIVE THE PURCHASING PARTY REASONABLE PRIORITY IN
         TERMS OF ALLOCATING THE SELLING PARTY'S PRODUCTION AND SHIPMENT OF THE
         PRODUCTS.

         Without liability to any person and without prejudice to any other
remedy, the Selling Party may withhold or delay shipment of any order if the
other party is late in payment or is otherwise in default under this Agreement.
The Selling Party shall promptly notify the Purchasing Party in the event that
the Selling Party withholds or delays shipments under this Agreement.

2.       PACKAGING AND SHIPMENT-RISK OF LOSS. THE SELLING PARTY WILL PACKAGE IN
         AN EXPORT DAMAGE PROOFED CONTAINER AND SHIP ALL ITEMS SUBJECT TO FIRM
         ORDERS IN SELLING PARTY'S CUSTOMARY MANNER. ALL SHIPMENTS WILL BE
         F.O.B. DEPARTURE ORIGIN. TITLE TO THE PRODUCTS AND THE RISK OF LOSS OF
         OR DAMAGE TO THE PRODUCTS ORDERED BY THE PURCHASING PARTY WILL PASS TO
         THE PURCHASING PARTY UPON F.O.B. DEPARTURE ORIGIN. SUBSEQUENT LOSS OR
         DAMAGE WILL NOT RELIEVE THE PURCHASING PARTY OF ANY OBLIGATION UNDER
         THIS AGREEMENT.

3.       SHIPMENT EXPENSE. THE PURCHASING PARTY WILL SELECT THE METHOD AND
         CARRIER TO TRANSPORT THE PRODUCTS ORDERED TO THE SELLING PARTY. THE
         PURCHASING PARTY WILL PAY ALL COSTS OF TRANSPORTATION AND EXPORT FEES.
         THE PURCHASING PARTY SHALL PAY ALSO ALL IMPORT FEES, CUSTOM FEES AND
         CUSTOMS BROKERAGE EXPENSES AND SIMILAR CHARGES. THE PURCHASING PARTY AT
         ITS EXPENSE WILL MAKE AND NEGOTIATE ANY CLAIMS AGAINST ANY CARRIER,
         INSURER OR FREIGHT FORWARDER. THE SELLING PARTY WILL COOPERATE WITH AND
         ASSIST THE PURCHASING PARTY IN MAKING SUCH CLAIMS.

4.       ACCEPTANCE. THE PURCHASING PARTY WILL HAVE TEN (10) WORKING DAYS AFTER
         ITS RECEIPT OF PRODUCTS TO ACCEPT OR REJECT THOSE PRODUCTS. THE
         PURCHASING PARTY MAY ONLY REJECT PRODUCTS WHICH FAIL TO CONFORM TO THE
         WARRANTY FOR THE PRODUCTS CONTAINED IN SECTION 7 BELOW. IF THE
         PURCHASING PARTY HAS NOT NOTIFIED THE SELLING PARTY ORALLY (WITH
         WRITTEN CONFIRMATION FROM THE PURCHASING PARTY DELIVERED TO SELLING
         PARTY WITHIN TEN (10) WORKING DAYS AFTER SUCH NOTIFICATION) OR IN
         WRITING OF ITS REJECTION OF PRODUCTS WITHIN TEN (10) WORKING DAYS AFTER
         RECEIPT OF THOSE PRODUCTS, THOSE PRODUCTS WILL BE DEEMED ACCEPTED BY
         THE PURCHASING PARTY. THE PURCHASING PARTY WILL, UPON THE REQUEST OF
         THE SELLING PARTY AND IN ACCORDANCE WITH THE SELLING PARTY'S STANDARD
         PROCEDURES, RETURN SUCH REJECTED PRODUCTS TO THE

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         SELLING PARTY AT THE SELLING PARTY'S EXPENSE AND RISK; PROVIDED,
         HOWEVER, THAT THE PURCHASING PARTY SHALL REIMBURSE THE SELLING PARTY IF
         SUCH PRODUCTS IN FACT CONFORM TO WARRANTY FOR THE PRODUCTS AS CONTAINED
         IN SECTION 7 BELOW. THE SELLING PARTY WILL REPLACE, AT SELLING PARTY'S
         EXPENSE AND RISK, ANY PRODUCTS REJECTED BY THE PURCHASING PARTY
         PURSUANT TO THIS SECTION 6.4 WITHIN TEN (10) WORKING DAYS AFTER
         RECEIVING WRITTEN NOTICE OF SUCH REJECTION.

ITEM 21. WARRANTY.

1.       WARRANTY AND WARRANTY CONDITIONS. THE PARTIES AGREE TO THE QUALITY
         WARRANTY QUALITY AND WARRANTY CONDITIONS AS SET FORTH IN EXHIBIT E.

2.       SHELF-LIFE OF DISCS AND REAGENTS. THE MINIMUM SHELF-LIFE OF DISCS AND
         REAGENTS SHIPPED TO THE PURCHASING PARTY BY THE SELLING PARTY SHALL BE
         AT LEAST 90% FOR THE DISCS AND REAGENTS WHICH HAVE A SHELF-LIFE UNDER
         12 MONTHS AND AT LEAST 70% FOR THE DISCS AND REAGENTS WHICH HAVE A
         SHELF-LIFE EQUAL TO OR LONGER THAN 12 MONTHS OF THE SHELF-LIFE AS
         DETAILED IN EXHIBIT A AND EXHIBIT B. THE PURCHASING PARTY SHALL AGREE
         ANY DEVIATION FROM THE SHELF-LIFE IN WRITING. THE MINIMUM SHELF-LIFE
         CAN BE LOWER DEPENDING ON THE SIZE OF THE ORDER AND AGREED TO IN
         WRITING BY THE PURCHASING PARTY.

3.       DISCLAIMER OF WARRANTIES. EXCEPT FOR THE LIMITED WARRANTY FOR THE
         PRODUCTS CONTAINED IN SECTION 7.1, THE SELLING PARTY AND ITS SUPPLIERS
         DISCLAIM ALL WARRANTIES WITH RESPECT TO NON-INFRINGEMENT OF THIRD PARTY
         RIGHTS, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE.

ITEM 22. TRAINING AND MAINTENANCE.

1.       TRAINING. THE SELLING PARTY WILL OFFER, WITHOUT CHARGE AND AT A
         MUTUALLY ACCEPTABLE TIME, ONE (1) TRAINING SESSION IN THE OPERATION AND
         MAINTENANCE OF THE PRODUCTS AT THE SELLING PARTY'S OFFICES FOR A
         REASONABLE NUMBER OF PURCHASING PARTY QUALIFIED PERSONNEL. IN ADDITION,
         PURCHASING PARTY'S PERSONNEL MAY ATTEND SELLING PARTY'S SCHEDULED
         TRAINING SESSIONS CONDUCTED AT THE SELLING PARTY'S FACILITIES FOR THE
         SELLING PARTY AT THE THEN CURRENT TRAINING FEES.

2.       SPARE PARTS. THE SELLING PARTY AGREES TO SELL SPARE PARTS FOR REPAIR OF
         THE PRODUCTS. THE SELLING PARTY AGREES TO SELL SPARE PARTS FOR REPAIR
         OF THE PRODUCTS FOR A PERIOD OF FIVE (5) YEARS AFTER DISCONTINUING A
         PARTICULAR PRODUCT ORDERED UNDER THIS AGREEMENT. NOT LESS THAN SIX (6)
         MONTHS PRECEDING THE EXPIRATION OF THIS PERIOD, THE SELLING PARTY WILL
         PROVIDE THE PURCHASING PARTY WITH A DETAILED SPARE PROVISIONING
         DOCUMENT, INCLUDING PRICES, TO ENABLE THE PURCHASING PARTY TO ORDER
         SPARE PARTS IT MAY REQUIRE AFTER THE PERIOD OF AVAILABILITY. THE PRICES
         FOR SPARE PARTS WILL BE THE SELLING PARTY'S CURRENT PRICES AT THE TIME
         OF THE PURCHASING PARTY'S ORDER THEREOF. THE PURCHASING PARTY AGREES TO
         SEND PARTS THAT NEED REPAIR TO THE SELLING PARTY FOR REPAIR. THE
         SELLING PARTY AGREES TO REPAIR THE BROKEN PART OR SHIP TO THE
         PURCHASING PARTY A LIKE PART IN GOOD WORKING ORDER. THE PURCHASING
         PARTY SHALL PAY ALL IMPORT FEES, CUSTOM FEES AND CUSTOMS BROKERAGE
         EXPENSES AND SIMILAR CHARGES FOR THE REPAIRED PART. THE SELLING PARTY
         WILL PAY ALL COSTS OF TRANSPORTATION AND EXPORT FEES FOR THE REPAIRED
         PART. THE COMPLETE LIST WITH REFERENCES AND PRICES OF SPARE PARTS SHALL
         BE TRANSMITTED TO BOTH PARTIES AT THE STARTING DATE OF THIS AGREEMENT.

3.       OUT OF WARRANTY MAINTENANCE. THE SELLING PARTY WILL PROVIDE MAINTENANCE
         SERVICES TO THE PURCHASING PARTY FOR PRODUCTS WHICH ARE OUT OF WARRANTY
         AT THE SELLING PARTY'S THEN CURRENT MAINTENANCE FEES AND SUBJECT TO THE
         SELLING PARTY'S POLICIES WITH RESPECT TO SUCH MAINTENANCE; PROVIDED,
         HOWEVER, THAT THE SELLING PARTY WILL USE ITS BEST EFFORTS TO REPAIR
         SUCH PRODUCTS WITHIN TEN (10) WORKING DAYS AFTER RECEIPT OF THOSE
         PRODUCTS. THE OUT OF WARRANTY MAINTENANCE COST FOR ANY KIND OF REPAIR
         SHOULD NEVER EXCEED 30% OF THE SELLING PRICE OF A NEW INSTRUMENT.

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ITEM 23. ENGINEERING CHANGES; DOCUMENTATION; COOPERATION.

1.       PRODUCT CHANGES. THE SELLING PARTY SHALL HAVE THE RIGHT TO MAKE
         CHANGES, SUBSTITUTIONS AND MODIFICATIONS IN THE PRODUCTS AND THE
         PACKAGE INSERTS. SUCH SUBSTITUTIONS OR MODIFICATIONS, OTHER THAN
         MANDATORY FIELD CHANGE ORDERS REQUIRED FOR EQUIPMENT SAFETY OR PROPER
         OPERATION, WILL NOT MATERIALLY AND ADVERSELY AFFECT THE FORM, FIT OR
         FUNCTION OF THE PRODUCTS AND WILL BE OPERATIONALLY COMPATIBLE WITH
         PRIOR VERSIONS OF THE PRODUCTS.

2.       RIGHT TO REPRODUCE DOCUMENTATION. SUBJECT TO SECTION 10.2 OF THIS
         AGREEMENT, THE PURCHASING PARTY SHALL HAVE THE RIGHT TO TRANSLATE,
         REPRODUCE AND DISTRIBUTE ANY TRAINING AND END-USER DOCUMENTATION
         PROVIDED BY THE SELLING PARTY PURSUANT TO THIS AGREEMENT.

ITEM 24. PROPRIETARY RIGHTS; RECORDS, NON-COMPETE.

1.       OWNERSHIP BY THE SELLING PARTY. THE PURCHASING PARTY ACKNOWLEDGES AND
         AGREES THAT THE PURCHASING PARTY HAS NO PROPRIETARY RIGHTS IN THE
         PRODUCTS OR ANY OTHER MATERIALS RECEIVED FROM THE SELLING PARTY, AND
         DOES NOT ACQUIRE ANY PROPRIETARY RIGHTS BY VIRTUE OF THIS AGREEMENT,
         EXCEPT THOSE CONTRACTUAL RIGHTS THAT ARE EXPRESSLY GRANTED HEREIN.

2.       TRADEMARKS AND TRADE NAMES. THE SELLING PARTY GRANTS TO THE PURCHASING
         PARTY A LIMITED, LICENSE TO USE THE SELLING PARTY'S TRADEMARKS. THE
         PURCHASING PARTY AGREES THAT THE NATURE AND QUALITY OF ANY PRODUCTS OR
         SERVICES IT SUPPLIES IN CONNECTION WITH THE TRADEMARKS SHALL CONFORM TO
         THE STANDARDS SET BY THE SELLING PARTY.

                  i. The Selling Party grants the right to the Purchasing Party
to prominently display the name of his choice on the Selling Party Instrument,
Discs and Reagents. The Selling Party shall cooperate with the Purchasing Party
in such adaptation. The Selling Party shall have Sixty (60) days from the
effectiveness of this agreement to adopt the Purchasing Party's logo and
software changes to reflect the Purchasing Party's name. The color adaptation is
considered as a specific requirement and the Selling Party shall have Ninety
(90) days to make such adaptation at the Purchasing Party's entire cost.

                  ii. Format and style used by the Purchasing Party must be
approved, in writing in advance, by the Selling Party to protect the Selling
Party's trademark rights. All products must be sold in the original packaging
and no additions or deletions to the labeling can be made by Purchasing Party
unless approved by the Selling Party in writing.

                  iii. The Purchasing Party agrees that all use of the Selling
Party's trademarks shall clearly indicate the Selling Party as the trademark
owner, and the Purchasing Party shall not do or cause anything to be done that
would impair or reduce the Selling Party's rights, title and interest in the
trademark information.

3.       UNDERTAKING NOT TO COMPETE. THE PURCHASING PARTY AND ITS BRANCH
         OFFICES, STORES OR THE LIKE IN THE ACTIVITY TERRITORY AS DEFINED IN
         EXHIBIT C AND EXHIBIT D AGREE TO REFRAIN FROM PROMOTING, SELLING,
         DISTRIBUTING, REPRESENTING OR OTHERWISE DEALING WITH ANY PRODUCT OR
         SERVICE, WHICH IS OR MAY BE COMPETITIVE TO THE SELLING PARTY'S PRODUCTS
         OR SERVICES. THE PURCHASING PARTY, THEIR OWNERS AND SHAREHOLDERS MUST
         REFRAIN FROM HAVING PARTICIPATION, OR CONSULTING POSITION, IN ANY
         COMPETITIVE COMPANY OF THE SELLING PARTY ANYWHERE, IN ANY TERRITORY.
         ANY FAILURE TO APPLY THIS CLAUSE SHALL BE DEEMED A MATERIAL BREACH OF
         THIS AGREEMENT.

ITEM 25. INDEMNIFICATION.

1.       INDEMNIFICATION. THE SELLING PARTY AGREES TO DEFEND AND OTHERWISE HOLD
         THE PURCHASING PARTY HARMLESS FROM ALL CLAIMS BY THIRD PARTIES
         PERTAINING TO THE INFRINGEMENT OF UNITED STATES AND E.U. PATENTS,
         COPYRIGHTS AND TRADE SECRETS BY ANY OF THE PRODUCTS, PROVIDED THAT
         PURCHASING PARTY GIVES THE SELLING PARTY REASONABLE WRITTEN NOTICE OF
         ANY SUCH CLAIM TO THE SELLING PARTY WITH FULL COOPERATION (AT THE
         SELLING PARTY'S EXPENSE) FOR THE DEFENSE OR SETTLEMENT OF THE SAME.

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2.       OPTIONS. IF THE SELLING PARTY RECEIVES NOTICE OF AN ALLEGED
         INFRINGEMENT OR IF PURCHASING PARTY'S USE OF THE PRODUCTS IS PREVENTED
         BY PERMANENT INJUNCTION, THE SELLING PARTY MAY, AT ITS SOLE OPTION AND
         EXPENSE, PROCURE FOR THE PURCHASING PARTY THE RIGHT TO CONTINUED USE OF
         THE PRODUCTS, OR PROVIDE THE PURCHASING PARTY WITH VERSIONS OF THE
         PRODUCTS THAT ARE NOT INFRINGING, OR REFUND TO PURCHASING PARTY ALL
         PAYMENTS RECEIVED BY THE SELLING PARTY UNDER THIS AGREEMENT RELATING TO
         THE PRODUCTS (REFLECTING ANY QUANTITY OR OTHER DISCOUNTS GRANTED TO THE
         PURCHASING PARTY, LESS ANY AMOUNT FOR DEPRECIATION CALCULATED IN A
         STRAIGHT-LINE BASIS OVER AN ASSUMED USEFUL LIFE OF THREE (3) YEARS).

3.       EXCLUSIONS. IN NO EVENT WILT THE SELLING PARTY HAVE ANY LIABILITY UNDER
         THIS SECTION 11 FOR ANY CLAIM OF INFRINGEMENT WHICH IS BASED ON (A)
         COMBINATION OR USE OF THE PRODUCTS WITH EQUIPMENT WHERE THE
         INFRINGEMENT WOULD NOT BE CAUSED BY USE OF THE PRODUCTS ALONE, OR (B)
         MODIFICATION OF THE PRODUCTS BY OTHER THAN THE SELLING PARTY IF SUCH
         CLAIM COULD HAVE BEEN AVOIDED BY THE USE OF UNMODIFIED VERSIONS OF THE
         PRODUCTS.

4.       LIMITATION. THE RIGHTS GRANTED TO THE PURCHASING PARTY UNDER THIS
         SECTION 11 ARE THE PURCHASING PARTY'S SOLE AND EXCLUSIVE REMEDY FOR ANY
         ALLEGED INFRINGEMENT OF ANY PROPRIETARY RIGHTS OF ANY KIND.

5.       PURCHASING PARTY'S INDEMNIFICATION. THE PURCHASING PARTY WILL INDEMNIFY
         THE SELLING PARTY AGAINST THIRD-PARTY CLAIMS BASED ON MISLEADING
         STATEMENTS, PROVIDED THAT THE SELLING PARTY GIVES PURCHASING PARTY
         REASONABLE WRITTEN NOTICE OF ANY SUCH CLAIM AND PROVIDES THE PURCHASING
         PARTY WITH FULL COOPERATION (AT THE PURCHASING PARTY'S EXPENSE) FOR THE
         DEFENSE OR SETTLEMENT.

ITEM 26. LIMITATION OF LIABILITY.

1.       IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY
         SPECIAL DAMAGES, INCLUDING ANY LOST PROFITS, LOST SAVINGS OR OTHER
         INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, HOWEVER CAUSED,
         WHETHER FOR BREACH OR REPUDIATION OF CONTRACT, TORT, BREACH OF
         WARRANTY, NEGLIGENCE, OR OTHERWISE, WHETHER OR NOT THE PARTY WAS
         ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES.

2.       NO ACTION MAY BE BROUGHT OR ARBITRATION DEMANDED UNDER THIS AGREEMENT
         AT ANY TIME MORE THAN TWELVE (12) MONTHS AFTER THE CAUSE OF ACTION OR
         ARBITRATION AROSE.

3.       NOTWITHSTANDING ANY OTHER PROVISIONS OF THIS AGREEMENT, THE SELLING
         PARTY'S TOTAL LIABILITY TO PURCHASING PARTY ARISING FROM OR IN RELATION
         TO THIS AGREEMENT OR THE PRODUCTS SHALL BE LIMITED TO THE TOTAL
         PAYMENTS TO THE SELLING PARTY UNDER THIS AGREEMENT FOR THE RELEVANT
         PRODUCTS. THIS LIMITATION WILL APPLY TO ALL CAUSES OF ACTION IN THE
         AGGREGATE. IN NO EVENT WILL THE SELLING PARTY BE LIABLE FOR THE COST OF
         PROCUREMENT OF SUBSTITUTE GOODS.

ITEM 27. CONFIDENTIAL INFORMATION.

1.       CONFIDENTIAL INFORMATION. EACH PARTY AGREES TO USE THE OTHER PARTY'S
         CONFIDENTIAL INFORMATION ONLY AS AUTHORIZED IN THIS AGREEMENT AND TO
         USE DILIGENT EFFORTS, AND AT LEAST THE SAME DEGREE OF CARE THAT IS USED
         TO PROTECT ITS OWN CONFIDENTIAL INFORMATION OF LIKE IMPORTANCE, TO
         PREVENT UNAUTHORIZED USE, DISSEMINATION AND DISCLOSURE OF THE OTHER'S
         CONFIDENTIAL INFORMATION DURING AND AFTER THE TERM OF THIS AGREEMENT.
         "CONFIDENTIAL INFORMATION" INCLUDES:

                  i. In the case of the Selling Party, any software and hardware
designs, drawings, procedures and trade secrets, including any specifications,
schematic, mechanical and engineering drawings, and engineering documentation
for the Products;

                                       61
<PAGE>
                  ii. Any and all methods, algorithms, techniques and processes
contained in or related to the Products;

                  iii. Both parties' research and development, pricing and new
product and marketing plans, unless and until publicly disclosed;

                  iv. Nonpublic financial and administrative information
concerning either party; and

                  v. Any other information designated by either party in writing
as confidential or proprietary.

2.       EXCEPTIONS. CONFIDENTIAL INFORMATION WILL NOT INCLUDE ANY INFORMATION
         THAT (A) BECOMES KNOWN TO THE GENERAL PUBLIC WITHOUT FAULT OR BREACH ON
         THE PART OF THE RECEIVING PARTY; (B) THE RECEIVING PARTY OBTAINS FROM A
         THIRD PARTY WITHOUT BREACH OF A NON-DISCLOSURE OBLIGATION AND WITHOUT
         RESTRICTION ON DISCLOSURE; OR (C) IS ALREADY KNOWN TO THE RECEIVING
         PARTY PRIOR TO ITS DISCLOSURE BY THE OTHER PARTY.

3.       PUBLICITY. NEITHER PARTY SHALL MAKE PUBLIC INFORMATION CONCERNING THIS
         AGREEMENT NOR THE SUPPLIES OR SERVICES PROVIDED THEREUNDER WITHOUT THE
         PRIOR WRITTEN CONSENT OF THE OTHER PARTY EXCEPT AS MAY BE REQUIRED BY
         LAW OR PURSUANT TO A LAWFUL REQUEST OF A GOVERNMENTAL AGENCY. SUCH
         DISCLOSURE REQUIRED BY LAW OR PURSUANT TO LAWFUL REQUEST UPON ONE PARTY
         SHALL BE COMMUNICATED, IN A TIMELY MANNER, TO THE OTHER PARTY.
         NOTWITHSTANDING THIS PROVISION, THE SELLING PARTY RESERVES THE RIGHT TO
         USE THE PURCHASING PARTY'S NAME AND SALES IN PRESS RELEASES ABOUT THE
         SALE OF THE SELLING PARTY PRODUCTS IN THE FOREIGN MARKET.

4.       SPECIFIC EXCEPTION. THE SELLING PARTY IS ALLOWED TO KEEP CONFIDENTIAL
         VERY SPECIFIC TECHNICAL INFORMATION WHICH IS STRATEGICALLY VERY
         IMPORTANT FOR THE SELLING PARTY AND WHICH IS NOT IMPORTANT FOR SELLING
         AND/OR SERVICING THE INSTRUMENTS BY THE PURCHASING PARTY.

ITEM 28. TERM AND TERMINATION.

1.       TERM. THE INITIAL TERM OF THIS AGREEMENT WILL COMMENCE ON THE EFFECTIVE
         DATE AND, UNLESS EARLIER TERMINATED AS PROVIDED BELOW, WILL CONTINUE
         FOR A PERIOD OF TEN (10) YEARS AFTER THE EFFECTIVE DATE (THE "INITIAL
         TERM").

2.       TERMINATION FOR CAUSE. THIS AGREEMENT AND ALL LICENSES THEREUNDER WILL
         TERMINATE:

                  i. On the thirtieth (30th) day after either party gives the
other notice of a material breach by the other of any term or condition of this
Agreement, unless the breach is cured or notice of intent to cure and to accept
such notice by the other party before that day; provided that (i) any breach of
Section 13 ("Confidential Information") will be deemed a material breach of this
Agreement that cannot be cured, and (ii) if the material breach is either
party's failure to pay any amounts due in a timely manner, the notice of default
shall provide for a cure period of not less than five (5) working days; or

                  ii. Immediately and without further liability after either
party gives written notice to the other party if either party declares
bankruptcy or bankruptcy proceedings are instituted involuntarily on its behalf,
and the voluntary or involuntary proceedings are not dismissed within sixty (60)
calendar days.

                  iii. Any failure to purchase the minimum quantities required
by paragraph 2.3(g) as specified in Exhibit F hereof shall be deemed a material
breach of this agreement.

                  iv. Any failure to distribute the product only in the activity
territory required by paragraph 2.2 as specified in Exhibit C and Exhibit D
hereof shall be deemed a material breach of this agreement.

                                       62
<PAGE>
                  v. Any failure to respect section 10.3 Non-compete shall be
deemed a material breach of this agreement.

                  vi. The Purchasing Party uses a copy, copies, or helps a third
party to copy, all or parts of the Selling Party's Products and/or makes or
helps to make any modification to the software, design, logo or other changes in
or on Products without prior notice and official written authorization from the
Selling Party shall be deemed a material breach of this agreement.

3.       THE EFFECT OF TERMINATION. AFTER TERMINATION (NOT FOR CAUSE):

                  i. Any Firm Orders received by the Selling Party prior to
termination will remain enforceable, regardless of when such Firm Orders will be
shipped;

                  ii. The Purchasing Party may continue to market the Products
in its possession in its customary manner in the ordinary course of business;
and

                  iii. Payment and indemnification obligations arising prior to
termination and the obligations of each party to keep the other's Confidential
Information confidential, will remain in force.

4.       LIABILITY AND OTHER REMEDIES. NEITHER PARTY WILL BE LIABLE FOR DAMAGES
         OF ANY KIND AS A RESULT OF EXERCISING ITS RIGHT TO TERMINATE THIS
         AGREEMENT ACCORDING TO ITS TERMS, AND TERMINATION WILL NOT AFFECT ANY
         OTHER RIGHT OR REMEDY OF EITHER PARTY.

ITEM 29. JUDICIARY SETTLEMENT AND ARBITRATION.

         Except as set forth in this Section 15, any controversy, claim or
dispute arising out of or related to this Agreement, or the breach or alleged
breach hereof, will be submitted by the parties to the tribunal of the defendant
party which is the only competent body for any dispute relative to this
contract:

                  The competent tribunal for MELET is the Tribunal De Commerce
         DePontoise - France which will settle the dispute according to the
         civil procedure.

                  The competent tribunal for ABAXlS is the American Arbitration
         Association in the City of Sunnyvale, State of California, United
         States, in accordance with the commercial arbitration rules then in
         effect of the American Arbitration Association by three (3) arbitrators
         (one of whom will be chosen by each party and the third of whom will be
         chosen by the two arbitrators chosen by the Parties).

ITEM 30. GENERAL PROVISIONS.

1.       ASSIGNMENT. THE SELLING PARTY MAY ASSIGN THIS AGREEMENT TO THE
         SURVIVING ENTITY IN A MERGER OR CONSOLIDATION IN WHICH IT PARTICIPATES
         OR TO A PURCHASER OF ALL OR SUBSTANTIALLY ALL OF ITS ASSETS; OR, THE
         SELLING PARTY MAY ASSIGN THIS AGREEMENT TO ANY PERSON TO WHOM IT
         TRANSFERS ALL OR SUBSTANTIALLY ALL OF ITS PROPRIETARY RIGHTS IN THE
         PRODUCTS WITH PRIOR AGREEMENT BY BOTH PARTIES IN WRITING. NEITHER PARTY
         MAY ASSIGN ANY RIGHTS OR DELEGATE ANY DUTIES UNDER THIS AGREEMENT
         WITHOUT THE OTHER PARTY'S PRIOR WRITTEN CONSENT, AND ANY ATTEMPT TO DO
         SO WITHOUT THAT CONSENT WILL BE VOID. THIS AGREEMENT WILL BIND AND
         INURE TO THE BENEFIT OF THE PARTIES AND THEIR RESPECTIVE SUCCESSORS AND
         PERMITTED ASSIGNS.

2.       CHOICE OF LAW. THIS AGREEMENT SHALL BE GOVERNED IN ALL RESPECTS BY THE
         AGREEMENT OF THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE
         INTERNATIONAL SALE OF GOODS.

3.       AMENDMENT. THIS AGREEMENT MAY BE AMENDED OR SUPPLEMENTED ONLY BY A
         WRITING THAT REFERS EXPLICITLY TO THIS AGREEMENT AND THAT IS SIGNED ON
         BEHALF OF BOTH PARTIES.

                                       63
<PAGE>
4.       WAIVER. NO WAIVER WILL BE IMPLIED FROM CONDUCT OR FAILURE TO ENFORCE
         RIGHTS. NO WAIVER WILL BE EFFECTIVE UNLESS IN A WRITING SIGNED ON
         BEHALF OF THE PARTY AGAINST WHOM THE WAIVER IS ASSERTED.

5.       CONTINGENCIES. NEITHER PARTY WILL HAVE THE RIGHT TO CLAIM DAMAGES OR TO
         TERMINATE THIS AGREEMENT AS A RESULT OF THE OTHER PARTY'S FAILURE OR
         DELAY IN PERFORMANCE DUE TO CIRCUMSTANCES BEYOND ITS REASONABLE
         CONTROL, INCLUDING BUT NOT LIMITED TO LABOR DISPUTES, STRIKES,
         LOCKOUTS, SHORTAGES OF OR INABILITY TO OBTAIN LABOR, ENERGY,
         COMPONENTS, RAW MATERIALS OR SUPPLIES, WAR, RIOT, INSURRECTION,
         EPIDEMIC, ACTS OF GOD, OR GOVERNMENTAL ACTION NOT THE FAULT OF THE
         NON-PERFORMING PARTY.

6.       SEVERABILITY. IF ANY PART OF THIS AGREEMENT IS FOUND INVALID OR
         UNENFORCEABLE THAT PART WILL BE ENFORCED TO THE MAXIMUM EXTENT
         PERMITTED BY LAW AND THE REMAINDER OF THIS AGREEMENT WILL REMAIN IN
         FULL FORCE.

7.       ENTIRE AGREEMENT. THIS AGREEMENT, INCLUDING ALL EXHIBITS TO THIS
         AGREEMENT, WHICH ARE HEREBY INCORPORATED BY REFERENCE, REPRESENTS THE
         ENTIRE AGREEMENT BETWEEN THE PARTIES RELATING TO ITS SUBJECT MATTER AND
         SUPERSEDES ALL PRIOR REPRESENTATIONS, DISCUSSIONS, NEGOTIATIONS AND
         AGREEMENTS, WHETHER WRITTEN OR ORAL. THE ORIGINAL OF THIS AGREEMENT HAS
         BEEN WRITTEN IN ENGLISH AND ENGLISH IS THE GOVERNING LANGUAGE OF THIS
         AGREEMENT.

8.       NOTICES. EVERY NOTICE OR OTHER COMMUNICATION REQUIRED OR CONTEMPLATED
         BY THIS AGREEMENT BY EITHER PARTY SHALL BE DELIVERED EITHER BY (A)
         PERSONAL DELIVERY, (B) CERTIFIED OR REGISTERED AIR MAIL (POSTAGE
         PREPAID, RETURN RECEIPT REQUESTED), OR (C) "TESTED" FAX (A FAX FOR
         WHICH THE PROPER ANSWER BACK HAS BEEN RECEIVED) ADDRESSED TO THE PARTY
         FOR WHOM INTENDED AT THE FOLLOWING ADDRESS:

                 If to ABAXIS, at the following address:

                 Abaxis, Inc.
                 1320 Chesapeake Terrace
                 Sunnyvale, CA 94089
                 Attn.:  Corporate Secretary
                 Fax:  (408) 734-0200

                 If to MELET, at the following address:

                 MELET SCHLOESING Laboratoires
                 BP 508 - 9 ch. Jules Cesar - OSNY
                 95528 - CERGY-PONTOISE Cdx
                 France
                 Attn.:  President

or at such other address as the intended recipient previously shall have
designated by written notice to the other parties. Notice by mail shall be
effective on the date it is officially recorded as delivered to the intended
recipient by return receipt or equivalent. All notices and other communication
required or contemplated by this Agreement delivered in person or sent by
"tested" fax shall be deemed to have been delivered to and received by the
addressee and shall be effective on the date of personal delivery or on the date
sent, respectively. Notice not given in writing shall be effective only if
acknowledged in writing by a duly authorized representative of the party to whom
it was given.

9.       RELATIONSHIP OF PARTIES. THE PARTIES TO THIS AGREEMENT ARE INDEPENDENT
         CONTRACTORS. THERE IS NO RELATIONSHIP OF AGENCY, PARTNERSHIP, JOINT
         VENTURE, EMPLOYMENT OR FRANCHISE BETWEEN THE PARTIES. NEITHER PARTY HAS
         THE AUTHORITY TO BIND THE OTHER OR TO INCUR ANY OBLIGATION ON ITS
         BEHALF. PURCHASING PARTY SHALL NOT HAVE, AND SHALL NOT REPRESENT THAT
         IT HAS, ANY POWER, RIGHT OR AUTHORITY TO BIND THE SELLING PARTY, OR TO
         ASSUME OR CREATE ANY OBLIGATION OR RESPONSIBILITY, EXPRESS OR IMPLIED
         TO APPEAR AS A BONAFIDE AGENT OR REPRESENTATIVE, ON BEHALF OF THE
         SELLING PARTY OR IN NAME, EXCEPT AS EXPRESSLY PERMITTED IN WRITING. ALL
         SUCH DUTIES SHALL EXTEND TO PURCHASING PARTY'S EMPLOYEES,
         SUBCONTRACTORS, AGENTS, HEIRS AND ASSIGNS.

                                       64
<PAGE>
10.      EFFECTIVE DATE. THIS AGREEMENT IS SUBJECT TO ALL NECESSARY APPROVALS
         AND/OR AUTHORIZATIONS OR OTHER REQUIRED PROCEDURES OF THE GOVERNMENTS
         OF FRANCE AND THE UNITED STATES HAVING BEEN OBTAINED OR COMPLETED. IN
         THE EVENT THAT A RECOMMENDATION OR ORDER FOR MODIFICATION OR SUSPENSION
         OF THE TERMS AND CONDITIONS OF THIS AGREEMENT OR THE ACTS CONTEMPLATED
         HEREUNDER IS MADE BY EITHER OF THE ABOVE-MENTIONED GOVERNMENTS, THIS
         AGREEMENT SHALL ONLY BECOME OR CONTINUE TO BE EFFECTIVE IF AN AMENDMENT
         IS EXECUTED IN WRITING BY THE PARTIES. FAILURE BY THE PARTIES TO REACH
         AN AGREEMENT SHALL RESULT IN THIS AGREEMENT BEING DEEMED NULL AND VOID
         AB INITIO, AND ALL RIGHTS, DUTIES AND OBLIGATIONS OF EACH PARTY TO THE
         OTHER SHALL NO LONGER EXIST. IN THE EVENT OF SUCH TERMINATION, ANY
         EXPENSES WHICH EITHER PARTY MAY HAVE INCURRED IN RESPECT TO THIS
         AGREEMENT AND THE SUBJECT MATTER OF THIS AGREEMENT SHALL BE FOR THE
         ACCOUNT OF THE PARTY HAVING INCURRED THEM.

11.      AUTHORITY. EACH PARTY WARRANTS THAT IT HAS FULL POWER TO ENTER INTO AND
         PERFORM THIS DISTRIBUTION AGREEMENT, AND THE PERSON SIGNING THIS
         LICENSE AGREEMENT ON SUCH PARTY'S BEHALF HAS BEEN DULY AUTHORIZED AND
         EMPOWERED TO ENTER INTO THIS DISTRIBUTION AGREEMENT, UNDERSTANDS IT AND
         AGREES TO BE BOUND BY IT.

         IN WITNESS WHEREOF, the parties hereto have executed this Distribution
Agreement as of the day and year first written above.

            ABAXIS, Inc.

            By:
                -----------------------------         --------------------------
                      Clinton Severson                Date
                       President and CEO

         MELET SCHLOESING Laboratoires:
                                                      --------------------------
                                                      Date

            By:
                -----------------------------

                                       65
<PAGE>
                                    EXHIBITS

<TABLE>
<S>               <C>      <C>
Exhibit A         -        ABAXIS Products and Price List

Exhibit B         -        MELET Products and Price List

Exhibit C         -        ABAXIS Territories

Exhibit D         -        MELET Territories

Exhibit E         -        Quality Warranty & Warranty Conditions

Exhibit F         -        Minimum Purchase Requirements
</TABLE>

                                       66
<PAGE>
                                    EXHIBIT A

                    ABAXIS PRODUCT DESCRIPTION AND PRICE LIST

A.       INSTRUMENTS

<TABLE>
<S>                <C>                                                             <C>
        1)         Vetscan(R) / Piccolo Analyzer                                   U.S. $***
                   As long as MELET Purchases 1 VetScan(R) (or Piccolo) for each
                   1-1/2 MS4's purchased by ABAXIS
        2)         Vetscan(R) / Piccolo Analyzer                                   U.S. $***
                   This price is good for each Vetscan(R) (or Piccolo) MELET
                   Purchases above 1 Vetscan(R)for each 1-1/2 MS4's
                   purchased by ABAXIS
</TABLE>

B.

<TABLE>
<CAPTION>
REAGENT DISCS                                                             Shelf-Life in months        Prices
---------------------------------------------------------------------------------------------------------------
<S>                  <C>                                                 <C>                          <C>
500-005              Prep Profile Box of 10 ALT, BUN, CRE, GLU, & TP                  18              U.S. $***
500-0055             Prep Profile Box of 25                                           18              U.S. $***
500-0002             Diagnostic Profile Plus Box of 10 ALB, ALP, ALT,                  8              U.S. $***
                     AMY, BUN, CA++, CHOL, CRE, GLOB*, GLU, K+, TBIL &
                     TP

500-0052             Diagnostic Profile Plus 80% of 25                                 8              U.S. $***
500-0003             Liver Profile Box of 10                                          18              U.S. $***
                     ALB, ALP, ALT, AST, GGT, GLOB*, TBIL, & TP
500-0004             Thyroxine (T4) Test Box of 10                                     6              U.S. $***
500-0014             Equine Profile  Box of 10                                        12              U.S. $***
500-0017             Critical Care Profile  Box of 10                                  6              U.S. $***
400-0003             Piccolo Liver Panel Plus Box of 10                               12              U.S. $***
                     ALB, ALP, ALT, AMY, AST, GGT, TBIL & TP
400-0006             Piccolo General Chemistry 6 Box of 10 ALT, AST,                  18              U.S. $***
                     BUN, CRE, GGT & GLU
400-0007             Piccolo General Chemistry 7 Box of 10 BUN, CA++,                 12              U.S. $***
                     CHOL, CRE, GLU, TBIL & UA
400-0012             Piccolo General Chemistry 12 Box of 10 ALB, ALP,                 18              U.S. $***
                     ALT, AMY, AST, BUN, CA++, CHOL, CRE,GLU, TBIL & TP
</TABLE>

C.       Accessories

<TABLE>
<S>                  <C>                                                  <C>
100-9000             Instrument Carrying Case                             U.S. $***
100-8001             Plug, Lighter Adapter                                U.S. $***
500-7005             VetScan(R) Result Cards, 15/pkg.                     U.S. $***
200-7007             VetScan(R) Operators Manual                          U.S. $***
500-9002             Drummond Capillary Pipettes 100/pkg. (100            U.S. $***
                     microliter)
500-9003             B-D lithium heparin vacutainer Tubes (100/box)       U.S. $***
500-9004             Plastic Pipettes (440/box)                           U.S. $***
400-7056             Piccolo Result Cards 15/Pkg                          U.S. $***
400-7008             Piccolo Operators Manual                             U.S. $***
</TABLE>

                                       67
<PAGE>
D.       Spare Parts

To follow later this week

                                       68
<PAGE>
PRICES PER QUANTITY FOR THE DISCS & REAGENTS SHALL BE OFFERED FROM THE SELLING
PARTY TO THE PURCHASING PARTY.

                                    EXHIBIT B

                    MELET PRODUCT DESCRIPTION AND PRICE LIST

A)       Equipment

<TABLE>
<S>               <C>         <C>                                                   <C>
        1)        MS4 Vet/Human                                                     E***
                  As long as MELET Purchases 1 ABAXIS' Instrument for each 1-1/2
                  MS4's purchased by ABAXIS
        2)        MS4 Vet/Human
                  This price is good for each MS4 ABAXIS Purchases above            E***
                  1-1/2 MS4's for each 1 ABAXIS' Instrument Purchased by MELET.

B)       Reagents


        1)        `Cleaning Solution'                                               E***
        2)        Blood Cell Control `102CONTROL-DIFF 3x1 tubes                     E***
        3)        `HEMOKIT200' Blood microsampler (200/box)                         E***
        4)        MS4-PACK (with MS-Card) for MS4 Vet                               E***
        5)        MS4-PACK (with MS-Card) for MS4 Human                             E***
        6)        Blood clot filter
        7)        Tubing
</TABLE>

C)       Accessories

         To follow later this week

D)       Spare parts

         To follow later this week

PRICES PER QUANTITY FOR THE DISCS 8 REAGENTS SHALL BE OFFERED FROM THE SELLING
PARTY TO THE PURCHASING PARTY.

                                       69
<PAGE>
                                    EXHIBIT C

                               ABAXIS Territories

                                      U.S.A
                                     Canada
                                 United Kingdom
                                    Australia
                                   New Zealand
                                     Mexico
                                      Japan

NEW ACTIVITY TERRITORIES SHALL BE NEGOTIATED IN COMPLIANCE WITH DIRECT
IMPLANTATION OF THE PURCHASING PARTY OR ON PROVED STRENGTH AND EFFICIENCY OF THE
LOCAL AGENT CONCERNING ALREADY DEVELOPED BUSINESS.

                                       70
<PAGE>
                                    EXHIBIT D

                                MELET TERRITORIES

                                     France
                                     Belgium
                                 The Netherlands
                                   Luxembourg
                                     Austria
                                     Hungary
                             United Arabic Emirates
                                     Jordan
                                    Palestine
                                  Saudi-Arabia
                                      Iran
                                      Iraq
                                      Yemen
                                      Oman
                                     Bahrain
                                     Kuwait
                                      Qatar
                                     Taiwan
                                      China
                                    Hong-Kong

NEW ACTIVITY TERRITORIES SHALL BE NEGOTIATED IN COMPLIANCE WITH DIRECT
IMPLANTATION OF THE PURCHASING PARTY OR ON PROVED STRENGTH AND EFFICIENCY OF THE
LOCAL AGENT CONCERNING ALREADY DEVELOPED BUSINESS.

                                       71
<PAGE>
                                    EXHIBIT E

                    QUALITY WARRANTY AND WARRANTY CONDITIONS

The quality warranty and Warranty conditions covered by the agreement between
the Parties are defined as follows:

The Selling Party guarantees the goad quality and workmanship of the goods to be
delivered The Selling Party's obligation under this guarantee shall be limited
to replacing without charge, ex-works, any part or parts proved defective within
the guarantee period and returned to the Selling Party at the Purchasing Pafly's
expense, provided that notice of such defect and satisfactory proof thereof is
given by the Purchasing Party immediately after discovery, and also provided
that said products shall not have been taxed beyond their normal capacity and
shall in all respects have been operated and maintained in a normal and adequate
manner. The guarantee period is for 5 (five) years after shipment from the
Selling Party's plant.

The Selling Party's obligation in this respect shall not apply to nor include
any of said products or parts thereof which have been subject to accident,
alteration, abuse or misuse and/or are not in an originally Selling Party's good
shape and/or are broken. Notwithstanding the foregoing, no guarantee whatsoever:

         -        Batteries

         -        Electric Lamps

         -        LCD

         -        Plastic Tubes

         -        Springs

         -        Printer head

and other expendable materials and parts and any material and part which by
nature of application has an unpredictable time of life.

Any equipment which,

         -        uses, in the customer's premises, other reagents than those
                  recommended and sold by the Selling Party

         -        is connected on other devices than those recommended and sold
                  by the Selling Party, will automatically lose all the
                  Manufacturer's guarantees.

No guarantee other than set forth above is given nor shall any be implied.

The Selling Party accepts no contingent liability and shall in no event be
liable for consequential damages.

The Purchasing Party agrees to send back to the Selling Party's address, at the
Purchasing Party's cost. the s are parts which need to be repaired or replace
under warranty conditions with the necessary following information:

         1)       Failing part origin :

                  -        Date of the fail

                  -        Equipment Type

                                       72
<PAGE>
                  -        Serial number of the equipment

                  -        Date of installation

                  -        Program version

                  -        Customer's address

         2)       Established defects of the failing part

         3)       The entire part and all sub-assemblies and accessories.

The Selling Party will replace any part or parts which prove defective and which
are in compliance with the warranty conditions in the shortest delay only after
receipt of the above information and parts from the Purchasing Party.

                                       73
<PAGE>
                                    EXHIBIT F

                          MINIMUM PURCHASE REQUIREMENTS

1.)  MELET

<TABLE>
<S>                                      <C>                                    <C>
                                         ABAXIS Instruments                     Discs

FIRST YEAR                               ***                                    TBD
Initial Order                            ***

SECOND YEAR                              ***                                    TBD

THIRD YEAR                               ***                                    TBD

1.)  ABAXIS

                                         MELET Instruments                      Reagents

FIRST YEAR                               ***                                    TBD
Initial Order                            ***

SECOND YEAR                              ***                                    TBD

THIRD YEAR                               ***                                    TBD
</TABLE>

                                       74