-------------------------------------------------------------------------------
EXHIBIT 10.1


KEATING, MUETHING & KLEKAMP, P.L.L
ATTORNEYS AT LAW
1400 PROVIDENT TOWER ONE EAST FOURTH STREET CINCINNATI, OHIO 452020
TEL. (513) 579-6400 TDD (513) 579-6461 WWW.KMKLAW.COM



JAMES M. JANSING
DIRECT, DIAL:   (513) 579-6439
FAR-SIMILE:     (513) 579-6457
E-MAIL:         JJANSING@KM"W-COM

March 22, 2000


Via Federal Express

Mr. Don Brucker
DiagnosTech, Inc., a subsidiary
of La Jolla Diagnostics, Inc.
7855 Ivanhoe Ave., Suite 322
La Jolla, California 92037

RE: Purchase Agreement with Meridian Diagnostics, Inc.

Dear Don:

As previously discussed, enclosed for your records is a fully executed original
Purchase Agreement dated as of March 20, 2000 entered into with Meridian
Diagnostics, Inc.

If you have any questions, please do not hesitated to contact me.

Very truly yours,

KEATING, MUETHING & KLEKAMP, PLL


BY:  /s/ James Jansing
     -----------------
     James M. Jansing


tls
Enclosure


-------------------------------------------------------------------------------

                              PURCHASE AGREEMENT
                           DATED AS OF MARCH 20,2000
                                    BETWEEN
                          MERIDIAN DIAGNOSTICS, INC.,
                                 AS PURCHASER
                                      AND
                               DIAGNOSTECH, INC.
                 (a Subsidiary of La Jolla Diagnostics, Inc.)
                                   AS SELLER
                                      AND
                          LA JOLLA DIAGNOSTICS, INC.

-------------------------------------------------------------------------------

TABLE OF CONTENTS
                                                                    Page

ARTICLE 1  PURCHASE AND SALE                                          1
1.1  Agreement to Sell                                                1
1.2  Agreement to Purchase                                            2
1.3  The Purchase Price                                               2
1.4  Payment of Purchase Price                                        2
1.5  Royal Payment                                                    2
1.6  Additional Payments                                              2
1.7  Books and Records                                                3
1.8  Seller's Right to Repurchase                                     3

ARTICLE 2   CLOSING, ITEMS TO BE DELIVERED, THIRD PARTY
            CONSENTS, AND FURTHER ASSURANCES                          4
2.1  Closing                                                          4
2.2  Items to be Delivered at Closing By Seller                       4
2.3  Items to be Delivered at Closing by Purchaser                    4
2.4  Further Assurances                                               4

ARTICLE 3   REPRESENTATIONS AND WARRANTIES OF SELLER AND LA JOLLA     4
3.1  Corporate Existence                                              4
3.2  Corporate Power; Authorization; Enforceable Obligations          5
3.3  No Third Party Options                                           5
3.4  Title to Assets; Condition of Assets                             5
3.5  Government Compliance                                            5
3.6  Continuing Contracts                                             5
3.7  Trademarks                                                       5
3.8  Technology                                                       5
3.9  Tax Matters                                                      6

ARTICLE 4   REPRESENTATIONS AND WARRANTIES OF PURCHASER               6
4.1  Corporate Existence                                              6
4.2  Corporate Power and Authorization                                6

ARTICLE 5   RETURN OF ASSETS                                          6
5.1  Return of Assets                                                 6

-------------------------------------------------------------------------------

ARTICLE 6   MISCELLANEOUS                                             7
6.1  Transfer of Technology, Seller shall make available to           7
6.2  Inquiries                                                        7
6.3  Use of La Jolla Name                                             7
6.4  Noncompete                                                       7
6.5  Brokers and Finders Fees                                         8
6.6  Indemnification                                                  8
6.7  Expenses                                                         8
6.8  Knowledge of Seller                                              8
6.9  Assignment and Binding Effect                                    8
6.10 Waiver                                                           9
6.11 Notices                                                          9
6.12 Governing Law                                                   10
6.13 Headings, Gender and "Person"                                   10
6.14 Schedules and Exhibits                                          10
6.15 Severability                                                    10
6.16 Counterparts                                                    10
6.17 Entire Agreement                                                10
6.18 Amendments                                                      10
6.19 Exclusive Benefits                                              10
6.20 Delays or Omissions                                             11
6.21 Construction                                                    11

ARTICLE 7   ADITIONAL DEFINITIONS                                    11
7.1  Technology                                                      11

Exhibits, Schedules and Attachments

Schedule 3.6 - Continuing Contracts
Schedule 3.7 - Marks

-------------------------------------------------------------------------------

                              PURCHASE AGREEMENT


PURCHASE AGREEMENT, dated as of March 20, 2000, by and between DIAGNOSTECH,
INC., a subsidiary of La Jolla Diagnostics, Inc., a California corporation
("Seller"), LA JOLLA DIAGNOSTICS, INC., a California corporation ("Meridian" or
the "Purchaser"), with reference to the following RECITALS:

A. Seller is engaged in, among other things, the manufacturing, marketing
distribution and sale of certain medical diagnostic products including the Myco
Bacterium Tuberculosis Test (the "Product").

B. Seller is the sole owner of the right, title and interest in and to the
Product.

C. Purchaser is engaged in the business of manufacturing and selling medical
diagnostic products, and desired to purchase the Product of Seller.

D. Subject to the limitations and exclusions contained in this Agreement and on
the terms and conditions here in after set forth, Seller and La Jolla desire to
sell and Purchaser desires to purchase the product.

NOW, THEREFORE, in consideration of the recitals and of the respective
covenants, representations, warranties and agreements herein contained, and
intending to be legally bound hereby, the parties hereto herby agree as
follows:

                                   ARTICLE 1

                              PURCHASE AGREEMENT


1.1   Agreement to Sell.

(a) At the Closing hereunder, Seller and La Jolla shall grant, sell, convey,
assign, transfer and deliver to Purchaser, upon and subject to the terms and
conditions of this Agreement, all right, title and interest of Seller and La
Jolla in and to (i) the Product and all rights incident thereto including the
product name, licenses, and other sale or distribution rights related thereto,
and all goodwill associated therewith; (ii) Marks (as defined in Section 3.7
hereof) and rights under any trademark, service mark, trade name or copyright
relating to the Product;(iii) all Technology, improvements thereto, trade
secrets, inventions, patents or patents pending and other intellectual property
related to the Product or under development, including, without limitation,
technical know-how, quality control procedures and 51OK authorizations relating
to the Product, to the extent transferable; (iv) all inventory of Product in
finished form or unfinished form on the Closing Date; and (v) all information,

-------------------------------------------------------------------------------

files, records, data, plans, contracts and recorded knowledge, including
customer, prospective customer and Supplier lists, related to (i) through (iv)
above (all of which are herein sometimes collectively referred to as the
"Assets"), free and clear of all mortgages, liens, pledges, security interests,
charges, claims, restrictions, encumbrances and interests of any nature.

1.2   Agreement to Purchase.

At the Closing hereunder, Purchaser shall purchase the Assets from Seller, upon
and subject to the terms and conditions of this Agreement and in reliance on
the representations, warranties and covenants of Seller contained herein, in
exchange for the Purchase Price.

1.3   The Purchase Price.

The Purchase Price shall be Twenty Five Thousand and 00/100 Dollars
($25,000.00) payable at the Closing.

1.4   Payment of Purchase Price.

Purchaser shall pay to Seller the Purchase Price set forth in Section 1.3 by
wire transfer of immediately available funds to such account as Seller shall
designate.

1.5   Royalty Payment.

Purchaser shall pay to Seller a royalty fee equal to eight percent of
Purchaser's net sales of the Product for the period that Purchaser sells the
Product.  For purposes of this Agreement, Purchaser's net sales shall mean the
aggregate amount invoiced for sales or rental of the Product by Purchaser to a
person or entity (other than an affiliate of Purchaser) less

(a)  sales, service, value-added or similar taxes or excises incurred in
connection with such sale, and

(b)  governmental charges incurred in connection with the importation or
exportation of such Product in final form; and (c) credit allowances, rebates
to, and charge backs from the account of, such person or entity for spoiled,
damaged, rejected or returned Product, and (d) transportation, shipping and any
other delivery charges of the Product, Purchaser agrees to pay to Seller the
royalty fee required by this Section 1.5 within thirty (30) days after the
close of each fiscal quarter of Purchaser for each December, March, June and
September. Net Sales include all sales by Purchaser and any assignee, licensee,
or other successor in interest of Purchaser.

1.6   Additional Payments.

Purchaser shall pay Seller the following amount, Purchaser shall pay Seller the
following additional amounts, but in no event shall Purchaser be obligated to
make any payments to Seller in excess of Three Hundred Thousand and 00/1 00
Dollars (S300, 000.00) pursuant to this Section 1.6. Net Sales include all
sales by Purchaser and any assignee, licensee, or other successor in interest
of Purchaser:

(a)  If and when Purchaser Teaches annual aggregate net sales of Two Million
and 00/100 Dollars ($2,000,000.00) but less than Five Million and 00/100
Dollars ($5,000,000.00) of the Product, calculated in any one year of
Purchaser based on Purchaser's fiscal year beginning October I and ending on
September 30, Purchaser shall pay Seller One Hundred Thousand and 00/100
Dollars ($100,000.00) within forty five (45) days of such sales of the Product
are made; and

-------------------------------------------------------------------------------

(b)  If and when Purchaser reaches annual aggregate let sales of Five Million
and 00/100 Dollars ($5.000,000.00) or greater of the Product, calculated in any
one year of Purchaser based on Purchaser's fiscal year beginning October 1 and
ending on September 30, Purchaser shall pay Seller Two Hundred Thousand and
00/100 Dollars ($2OO,000.00) within forty five (45) days of the date such sales
of the Product are made.

1.7   Books and Records.

Purchaser and its affiliates shall keep accurate books; and records as
reasonably needed for determination of Sales Royalty payments due under
Section 1.5 above, Such books and     records shall be maintained for a period
of at least three (3) years from the expiration of the relevant Sales Royalty
payment period.

Not more than once in each fiscal year, Seller may have the books and records
of the Purchaser or any of its successors, audited by an independent certified
public accounting firm ("CPA Firm") reasonably acceptable to Purchaser to the
extent necessary to verify the correctness of any Sales Royalty payment report
furnished under this Agreement.  If such independent CPA Firm should determine
that an underpayment of Sales Royalty might have occurred, Seller may have
Purchaser's independent accountants review the Purchaser's records and the
report and calculations of the CPA Firm to determine Purchaser's agreement.
If the CPA Firm and Purchaser's independent accountants do not agree, and the
parties cannot agree to a mutually satisfactory resolution, then a third
accounting firm shall be hired by the parties to finally resolve the correct
amount due.  The determination by the third independent certified public
accounting firm shall be final.  The CPA Firm or any third firm shall keep all
information received in connection with any audit confidential, and they shall
report to Seller and Purchaser only the accuracy of and/or any deficiencies in
any such Sales Royalty payment report.  The fee for such CPA Firm and any third
firm shall be paid by Seller unless the audit finally results in an upward
adjustment of Sales Royalty payments due Seller by more than Five Percent
(5"/*) of the amount due under this Agreement; in such case, Purchaser shall
pay the full cost of such audits.  In any event, Purchaser shall pay any
finally determined underpayment with interest in accordance with Section 1.3
above.

1.8   Seller's Right to Repurchase.

If Purchaser notifies Seller in writing that it has ceased production and
distribution of the Product, Seller shall have the right of first refusal, to
be exercised within thirty (30) days of receipt of Purchaser's written notice,
to repurchase the Assets, excluding all improvements to the Product made by
Purchaser, for the sum of Twenty-Five Thousand Dollars ($25,000,00).  If Seller
fails to respond during such thirty (30) day period in writing to Purchaser, it
shall be deemed that Seller does not wish to exercise its right of first
refusal. If Seller exercises the right to purchase granted in this Section 1.8,
the Closing shall occur within thirty (30) days, of Seller's written
notification of its desire to exercise its right to repurchase.

-------------------------------------------------------------------------------

                                   ARTICLE 2

                  CLOSING, ITEMS TO BE DELIVERED, THIRD PARTY
                        CONSENTS AND FURTHER ASSURANCES

2.1   Closing.

The closing (the "Closing") of the sale and purchase of the Assets are taking
place contemporaneously with the execution of this Agreement. The date of the
Closing is sometimes herein referred to as the "Closing Date."

2.2   Items to be Delivered at Closing by Seller.

At the Closing and subject to the terms and conditions herein contained, Seller
shall deliver to Purchaser the following:

(a)  The bill of sale as shall be necessary and effective to transfer and
assign to, and vest in, Purchaser good and valid title in all of Seller's
right, title and interest in and to the Assets; and

(b)  Any and all tests, manuals, clinical data, production processes or other
written material of whatsoever kind or nature relating to the, Product or the
Technology in the possession or the property of Seller. Including without
limitation all governmental approvals and filings.

2.3   Items to be Delivered at Closing by Purchaser.

At the Closing and subject to the terms and conditions herein contained,
Purchaser shall deliver to Seller the Purchase Price in accordance with
Section 1.3.

2.4   Further Assurances.

After the Closing, each of the parties hereto will cooperate with the other and
execute and deliver to the other parties hereto such other instruments and
documents and take such other actions as may be reasonably requested from time
to time by any other party hereto as necessary     to carry out, evidence and
confirm the intended purposes of this Agreement.


                                   ARTICLE 3

             REPRESENTATIONS AND WARRANTIES OF SELLER AND LA JOLLA


Seller and La Jolla, jointly and severally, hereby represent and warrant to
Purchaser that:

3.1   Corporate Existence.

Seller and La Jolla are corporations duly organized, validly existing and in
good standing under the laws of the State of California.  Seller is duly
qualified to conduct business and is in good standing as a foreign corporation
in each jurisdiction where the conduct of its business requires it to be so
qualified, except to the extent the failure to so qualify would not have a
material adverse effect on Seller.

-------------------------------------------------------------------------------

3.2   Corporate Power: Authorization: Enforceable Obligations.

Seller and La Jolla have the power, authority and legal right to execute,
deliver and perform this Agreement. The execution, delivery and performance of
this Agreement by Seller and La Jolla have been duly authorized by all
necessary corporate action. This Agreement has been, and the other agreements,
documents and instruments required to be delivered by Seller and La Jolla in
accordance with the provisions hereof (the "Documents") will be, duly executed
and delivered on behalf of Seller and La Jolla, and this Agreement constitutes,
and the Documents when executed and delivered will constitute, the legal, valid
and binding obligations of Seller, and La Jolla in accordance with their
respective terms.

3.3   No Third Party Options.

There are no existing agreements, options, commitments or rights with, of or to
any person to acquire any of Seller's assets, properties or rights included in
the normal course of business consistent with past practice for the sale of
Product inventory of Seller

3.4   Title to Assets: Condition of Assets.

Seller has good, valid end marketable title to the Product; free and clear of
all mortgages, liens pledges or security interests.

3.5   Government Compliance.

Seller has obtained all necessary approvals, licenses and permits for the
manufacture and sale of the Product and Technology in each other jurisdiction
where the Product is currently sold and Seller is not in violation of any
material governmental statute, rule or regulation relating to the manufacture
and sale of the Product.

3.6   Continuing Contracts.

Schedule 3.6 attached hereto contains a correct and complete list of all
contracts, agreements, commitments, and engagements of the Seller relating to
the Product and the Technology.

3.7   Trademarks.

Schedule 3.7 hereto contains a true, correct and complete description of all
trademarks, service marks, trade names, copyrights, and all applications
therefore used with the Product and the Business, (collectively the "Marks").
Seller and La Jolla have the sole and exclusive right to use the Marks.
Seller has no knowledge of any infringement of its Marks by any person and no
claims or litigation have been asserted or threatened by any person contesting
the right of Seller to use, or the validity of the Marks, or challenging or
questioning the validity or effectiveness of any license or agreement
pertaining thereto, and the use of any such Marks by Seiler does not infringe
on the rights of any person or violate any license or other agreement
applicable thereto.

3.8   Technology.

Seller has the sole and exclusive right to the Technology and the right to
transfer the Technology to Purchaser.  Seller has no knowledge of any
infringement of its claims or litigation have been asserted or threatened by
any person and no claims or litigation have been asserted or threatened by any
person contesting the right of Seller to use, or challenging or questioning the
validity or effectiveness of any license or agreement pertaining thereto, and
the use of such Technology by Seller does not infringe on the rights of any
person or violate any license or agreement applicable thereto.  If any part
alleges infringement by Purchaser's purchase and subsequent use of the
Technology, Seller shall hold harmless and defend Purchaser against any such
claims, damages, liabilities and expenses, and shall further allow Purchaser to
resolve any such claim of infringement with any Person or entity, reduce the
Royalty Payment due to pursuant to Section 1.5 by corresponding amount to
reimburse Purchase in full for any and all such payments or expenses made to
resolve such infringement, whether such payments are cash payments,
royalty/license payments or payments made over time.

-------------------------------------------------------------------------------

3.9   Tax Matters.

To the best of Seller's knowledge, the Product constitutes a separate unit of a
trade or business under Internal Revenue Code ("IRC") Section 41(f)(3)(A).
The qualified research and experimental expenses incurred in the base period
from September 1998 through March 2000 were Three Hundred Ninety-Nine Thousand
Four Hundred Seventy-Six and 87/100 Dollars ($399,476.87). No gross receipts
were recorded during the base period.  This information is being furnished
under IRC Section 41(f)(3)(B).

                                   ARTICLE 4

                  REPRESENTATIONS AND WARRANTIES OF PURCHASER


Purchaser represents and warrants to Seller and La Jolla as follows:

4.1   Corporate Existence.

Purchaser is a corporation duly organized, validly existing and in good
standing under the laws of the State of Ohio.

4.2   Corporate Power and Authorization.

Purchaser has the corporate power, authority and legal right to execute,
deliver and perform this Agreement, The execution, delivery and performance of
this Agreement by Purchaser has been duly authorized by all necessary corporate
action.  This Agreement has been, and the other agreements, documents and
instruments required by Purchaser in accordance with the provisions hereof
("Purchases Documents") will be, duly executed and delivered by Purchaser and
this Agreement constitutes and the Purchaser's Documents when executed and
delivered will constitute, the legal, valid and binding obligations of
Purchaser enforceable against Purchaser in accordance with its respective
terms.

-------------------------------------------------------------------------------

                                   ARTICLE 5

                               RETURN OF ASSETS


5.1   Return of Assets.

In the event Purchaser fails to make the payments provided under Article 1 of
this Agreement within (30 days) after the due date, Purchaser shall immediately
return the product and the Assets to Seller, including all materials furnished
to Purchaser and all copies and reproductions thereof and shall execute any and
all documentation that Seller shall deem necessary or appropriate to cause a
complete return of the Assets to Seller, free, clear and unencumbered. Upon
return of the Assets to Seller, purchaser shall have no right, title or
interest in the Assets.

                                   ARTICLE 6

                                 MISCELLANEOUS


6.1   Transfer of Technology.

Seller shall make available to Purchaser sufficient qualified personnel capable
of transferring Technology to Purchaser: such personnel of Seller will train
Purchaser's personnel to reproduce the antigen antibodies and reagents
necessary for the continued production of the Product.

6.2   Inquires.

Seller shall refer all inquires regarding the Product which it receives to
Purchaser.

6.3   Use of La Jolla Name.

Purchaser shall be permitted to use the La Jolla trade name for a period of six
(6) months from the date hereof in connection with the marketing, advertising
and promoting of the Product solely with the following references: "The Product
was acquired from la Jolla" or "The Product formerly manufactured by La Jolla.
"If Purchaser desires to use other phrases or terms referencing La Jolla in any
manner, prior written approval shall be obtained before such use. Nothing in
this Section 6.3, or in this Agreement, shall be deemed to give Purchaser any
claim or right to the La Jolla name or trademarks pertaining to the Product
during or after termination of this Agreement.  Any and all use of the La Jolla
name hereunder by Purchaser shall be solely in conjunction with the Product as
specified herein and any such use shall inure to the benefit of La Jolla.

6.4   Noncompete.

For the period that this Agreement is in effect and for a period of one (1)
year after the date of termination of this Agreement for any reason, Seller and
La Jolla covenant and agree that Seller and La Jolla shall not, directly or
indirectly, sell, distribute or otherwise market any product which is in direct
competition with the Product, Provided, however, that Seller and La Jolla and
their affiliates shall have the right to use the Technology to develop a
product which does not compete with the Product. In the event that Seller or La
Jolla breach Section 6.4 of this Agreement, in addition to any other remedies
to which Purchaser may be entitled (by law, equity or otherwise), during the
term of such breach Purchaser shall have no obligation for making the royalty
payments otherwise required by Section 1.5 of this Agreement.

-------------------------------------------------------------------------------

6.5   Brokers' and Finders' Fees.

(a)  Seller and La Jolla represent and warrant to Purchaser that all
negotiations relative to this Agreement have been carried on by it and its
representations without the intervention of any person who may be entitled to
any brokerage or finder's fee or other commission in respect of this Agreement
or the consummation of the transactions contemplated hereby, and Seller and La
Jolla agree to indemnify and hold harmless Purchaser against any and all
claims, losses, liabilities and expenses which may be asserted against or
incurred by it as a result of Seller's dealings, arrangements or agreement with
any such person.

(b)  Purchaser represents and warrants that all negotiations relative to this
Agreement have been carried on by it directly without the intervention of any
person who may be entitled to any brokerage or finders fee or other commission
in respect of this Agreement or the consummation of the transactions
contemplated hereby, and Purchaser agrees to indemnify and hold harmless Seller
against any and all claims, losses, liabilities and expenses which may be
asserted against or incurred by it as a result of Purchaser's dealings,
arrangements or agreements with any such person.

6.6   Indemnification.

Purchaser shall indemnify, defend and hold harmless Sellers and La Jolla from
and against any claims, liabilities and damages that Seller or La Jolla may
incur arising from sales of the Product from and after the Closing, and any
breach of this Agreement by Purchaser.

(b)  Seller and La Jolla, jointly and severally, shall hold harmless, defend
and indemnify Purchaser from and against any claims, liabilities and damages
that Purchaser may incur arising from sales of the Product prior to and up to
the Closing by Seller, and any breach of this Agreement by Seller or La Jolla.

6.7   Expenses.

Except as otherwise provided in this Agreement, each party hereto shall pay its
own expenses incidental to the preparation of this Agreement, the carrying out
of the provisions of this Agreement and the consummation of the transactions
contemplated hereby.

6.8   Knowledge of the Seller.

As used in this Agreement, the terms "to the best knowledge of the Seller,"
"to the best of Sellers knowledge," or similar phrases, shall mean the actual
knowledge of any officers, directors or senior employees of the Seller.

-------------------------------------------------------------------------------

6.9   Assignment and Binding Effect.

All of the terms and provisions of this Agreement shall be binding upon and
inure to the benefit of and be enforceable by the successors and assigns of
Seller and Purchaser.

6.10  Waiver.

Any term or provision of this Agreement may be waived at any time by the party
entitled to the benefit thereof by a written instrument duly executed by such
party.

6.11  Notice.

Any notice, request, demand, waiver, consent, approval or other communication
which is required or permitted hereunder shall be in writing and shall be
deemed given only if delivered personally or sent by registered or certified
mail, postage prepaid, as follows:


If to Seller to:

DIAGNOSTECH, INC., a subsidiary of
LA JOLLA DIAGNOSTICS, INC.
7855 Ivanhoe Ave., Suite 322
La Jolla, California 92037
Attention: Chief Financial Officer


if to La Jolla, to:

LA JOLLA DIAGNOSTICS, INC.
1020 Prospect Street, Suite 210
La Jolla, California 92037


If to Purchaser, to:

MERIDIAN DIAGNOSTICS, INC.
3471 River Hills Drive
Cincinnati, Ohio 45244
Attention: President

With a required copy to:

Keating, Muething & Klekamp, P.L.L.
One East Fourth Street
1800 Provident Tower
Cincinnati, Ohio 45202
Attention:     James M. Jansing, Esq.

-------------------------------------------------------------------------------

or to such other address as the addressee may have specified in a notic4c duly
given to the sender as provided herein.  Such notice, request, demand, waiver,
consent, approval or other communication will be deemed to have been given as
of the date so delivered, telegraphed or mailed.

6.12  Governing Law.

This Agreement and the legal relations between the parties shall be governed
by, interpreted and enforced in accordance with the laws of the State of Ohio.

6.13  Headings, Gender and "Person".

All section headings contained in this Agreement are for convenience of
reference only, do not form a pan of this Agreement and shall not affect in any
way the meaning or interpretation of this Agreement, Words used herein,
regardless of the number and gender specifically used, shall be deemed and
construed to include any other number, singular or plural, and any other
gender, masculine, feminine, or neuter, as the context requires. Any reference
to a "person" herein shall include an individual, firm, corporation,
partnership, trust, governmental authority or body, association, unincorporated
organization or any other entity.

6.14  Schedules and Exhibits.

All Attachments, Exhibits and Schedules referred to herein are intended to be
and hereby are specifically made a part of this Agreement.

6.15  Severability.

Any provision of this Agreement, which is invalid or unenforceable in any
jurisdiction, shall be ineffective to the extent of such invalidity or
unenforceability without invalidating or rendering unenforceable the remaining
provisions hereof, and any such invalidity or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction.

6.16  Counterparts.

This Agreement may be executed in any number of counterparts and any party
hereto may execute any such counterpart, each of which when executed and
delivered shall be deemed to be an original and all of which counterparts taken
together shall constitute but one and the same instrument.  This Agreement
shall become binding when one or more counterparts taken together shall have
been executed and delivered by the panics.  It shall not be necessary in making
proof of this Agreement or any counterpart hereof to produce or account for any
of the other counterparts.

6.17  Entire Agreement.

This Agreement, including the Attachments, Schedules and other documents
referred to herein which form a part hereof, and any confidentiality agreement
entered into by the panics hereto, contain the entire understanding of the
parties with respect to the subject matter- contained herein and therein, This
Agreement supersedes all prior agreements and understandings between the
parties with respect to such subject matter other than the confidentiality
agreement previously referenced.  The representations and warranties of Seller,
La Jolla and Purchaser shall survive the Closing of this Agreement.

-------------------------------------------------------------------------------

6.18  Amendments.

This Agreement may not be changed orally, but only by an agreement in writing
signed by each of the parties hereto.  Any provision of this Agreement can be
waived, amended, supplemented or modified by written agreement of each of the
parties hereto.

6.19  Exclusive Benefits.

Nothing in this Agreement is intended to confer any rights or remedies, whether
express or implied, under or by reason of this Agreement, on any persons other
than the parties hereto and their respective successors and assigns, nor is
anything in this Agreement intended to relieve or discharge the obligation or
liability of any third persons to any party to this Agreement.

6.20  Delays or Omissions.

No delay or omission to exercise any right, power or remedy accruing to any
party hereto, upon any breach or default of any other party hereto, under this
Agreement, shall impair any such right, power or remedy of such party nor shall
it be construed to be a waiver of any such breach or default, or an
acquiescence therein, or in any similar breach or default thereafter occurring,
nor shall any waiver of any single breach or default be deemed a waiver of any
other breach or default theretofore or thereafter occurring.

6.21  Construction.

This Agreement is to be deemed to have been prepared jointly by the parties
hereto after arms-length negotiations, and any uncertainty or ambiguity
existing herein shall not be interpreted against any party, but according to
the application of the rules of interpretation or contracts

                                   ARTICLE 7

                            ADDITIONAL DEFINITIONS


For purposes of this Agreement the following terms shall have the meanings set
forth below:

7.1   Technology.

"Technology" means the patented and unpatented proprietary information and know
how of Seller relating to the manufacture, use and application of the product
or improvements thereto, including, but not limited by enumeration to, all know
how methods, data and information relating to the formulation, composition,
synthesis, testing, evaluation, quantities, ingredients, sources,
specifications, equipment, test data, methods, materials, components, assay,
stability, sensitivity, specificity and quality testing.


[Remainder of page intentionally left blank.  Signatures to follow.]

-------------------------------------------------------------------------------

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement on the
date first written.


MEREDIAN DIAGNOSTICS, INC.
     (Purchaser)


By:  _____________________________
               Name:
               Title:



DiagnosTech, Inc., a subsidiary of
La Jolla Diagnostics, Inc. (Seller)


     By:  /s/ Donald Brucker
          ------------------
     Name:    Don Brucker
     Title:   Chairman and C.E.O.

LA JOLLA DIAGNOSTICS, INC. (La Jolla)

     By:  /s/ Donald Brucker
          ------------------
     Name:    Don Brucker
     Title:   Chairman and C.E.O.


-------------------------------------------------------------------------------

BILL OF SALE

This Bill of Sale dated as of March 20, 2000 is executed and delivered by
DiagnosTech, Inc., a subsidiary of La Jolla Diagnostics, Inc., a California
corporation ("Seller"), La Jolla Diagnostics, Inc.,

All capitalized words and terms used in this Bill of Sale and not defined
herein shall have the respective meanings given to them in the Purchaser
Agreement dated as of March 20, 2000 by and between the Seller, La Jolla and
the Purchaser (the "Agreement")

WHEREAS, pursuant to the Agreement, the Seller and La Jolla have agreed to
sell, transfer, convey, and assign, and deliver to the Purchaser the Assets; an

NOW, THEREFORE, for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Seller and La Jolla hereby
agree as follows:

1.   The Seller and La Jolla hereby sell, transfer, convey, assign and deliver
to the Purchaser, its successors and assigns, to have and to hold forever, all
of the Assets.

2.   The Seller and La Jolla hereby covenant and agree that each will, at the
request of the Purchaser and without further consideration, execute and
deliver, and will cause their employees to execute and deliver such other
instruments of sale, transfer, conveyance and assignment and to take such other
action as may be reasonably necessary to more effectively sell, transfer,
convey and assign and deliver to, invest in the Purchaser, its successors and
assigns, good, clear, record and marketable title to the Assets hereby sold,
transferred, conveyed, assigned and delivered, or intended so to be, and to put
Purchaser in actual possession and operating control thereof, to assist
Purchaser in exercising all rights with respect thereto and to carry out the
purpose and intent of the Agreement.

3.   Seller and La Jolla, by their execution of this Bill of Sale, and the
Purchaser, by its acceptance of the Bill of Sale, each hereby acknowledge and
agree that neither the representations and warranties nor the rights and
remedies of any party under the Agreement shall be deemed to be enlarged,
modified or altered in any way by this Bill of Sale, and shall survive the
delivery of this Bill of Sale.


[Remainder of page intentionally left blank.  Signatures to follow.]


-------------------------------------------------------------------------------


IN WITNESS WHEREOF, the Seller and Purchaser have caused this Bill of Sale to
be duly executed as of and on the date first above written.



WITNESS:  DIAGNOSTECH, INC., a subsidiary of La Jolla Diagnostics, Inc.



BY:  /s/ Illegible                        BY:  /s/ Don Brucker



ACCEPTED:
MERIDIAN DIAGNOSTICS, INC.

BY:  /s/ Illegible__________
TITLE:  Chairman/CEO

-------------------------------------------------------------------------------