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                                                                   Exhibit 10.28

   NINTH AMENDMENT AND CONSENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT

          NINTH AMENDMENT AND CONSENT TO THIRD AMENDED AND RESTATED CREDIT
AGREEMENT, dated as of November 10, 2006 (this "Amendment"), to the Third
Amended and Restated Credit Agreement dated as of June 30, 2005 (as amended,
restated, supplemented or otherwise modified from time to time, the "Credit
Agreement"), by and among General Electric Capital Corporation, as Agent (in
such capacity, "Agent"), Inverness Medical Innovations, Inc. ("Innovations"),
Wampole Laboratories, LLC ("US Borrower") and Inverness Medical (UK) Holdings
Limited ("European Borrower", together with US Borrower, collectively,
"Borrowers"), the other Credit Parties signatory thereto, Merrill Lynch Capital,
a division of Merrill Lynch Business Financial Services Inc., as documentation
agent and co-syndication agent, and the lenders signatory thereto from time to
time (collectively, the "Lenders").

                                   WITNESSETH

          WHEREAS, Borrowers have informed Agent that Innovations or one of the
other Credit Parties intends to make one or more purchases (collectively, the
"Aztec Investments") of a portion of the common stock (the "Aztec Stock") of a
certain company previously identified to Agent and Lenders and having the
assumed name Aztec ("Aztec") for aggregate consideration not to exceed
$75,000,000;

          WHEREAS, Borrowers have further informed Agent that Innovations or one
of the other Credit Parties intends to purchase (the "First Check Acquisition")
100% of the common stock (the "First Check Stock") of First Check Diagnostics,
Inc. ("First Check") payable in an initial amount of $25,000,000 in cash (the
"Initial First Check Payment") plus additional contingent payments based on
future earnings over two years following the Initial First Check Payment if
certain "earnout" targets to be set forth in the related acquisition documents
are met (the "First Check Earnout Payments");

          WHEREAS, Borrowers have further informed Agent that Innovations or one
of the other Credit Parties intends to purchase (the "Instant Technologies
Investment") approximately 42% of the common stock (the "Instant Technologies
Stock") of Instant Technologies, Inc. ("Instant Technologies") in an aggregate
amount not to exceed $25,000,000;

          WHEREAS, Borrowers have informed Agent that Innovations intends to
make a loan (the "Employee Loan") to an employee of Innovations consistent with
the terms of an offer letter previously provided to Agent, in an amount not to
exceed $220,000, to permit such employee to exercise options to purchase shares
of employee's previous employer required to be exercised following his
termination of employment with such previous employer;

          WHEREAS, Borrowers have requested that Agent and Requisite Lenders
consent, and Agent and Requisite Lenders have agreed to consent, to the Aztec
Investments, the First Check Acquisition, the Instant Technologies Investment
and the Employee Loan on the terms and subject to the conditions set forth
herein; and


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          WHEREAS, Borrowers have also requested that Agent and Requisite
Lenders amend the Credit Agreement, and Agent and Requisite Lenders have agreed
to amend the Credit Agreement, on the terms and subject to the conditions set
forth herein.

          NOW THEREFORE, in consideration of the premises and for other good and
valuable consideration, the receipt, adequacy and sufficiency of which are
hereby acknowledged, the parties hereto agree as follows:

          1. Definitions. Capitalized terms not otherwise defined herein,
including in the recitals, shall have the meanings ascribed to them in the
Credit Agreement.

          2. Amendments to Credit Agreement.

               (a) Amendment to Section 3.10 of the Credit Agreement. Section
3.10 of the Credit Agreement is hereby amended, as of the Ninth Amendment
Effective Date (as hereinafter defined), by amending and restating such Section
as follows:

          "3.10 Margin Regulations. No Credit Party is engaged, nor will it
          engage, principally or as one of its important activities, in the
          business of extending credit for the purpose of "purchasing" or
          "carrying" any "margin stock" as such terms are defined in Regulation
          U of the Federal Reserve Board as now and from time to time hereafter
          in effect (such securities being referred to herein as "Margin
          Stock"). None of the proceeds of the Loans or other extensions of
          credit under this Agreement will be used, directly or indirectly, for
          the purpose of purchasing or carrying any Margin Stock (other than to
          purchase the Aztec Stock otherwise specifically permitted to be
          acquired), for the purpose of reducing or retiring any Indebtedness
          that was originally incurred to purchase or carry any Margin Stock or
          for any other purpose (other than to purchase the Aztec Stock
          otherwise specifically permitted to be acquired) that might cause any
          of the Loans or other extensions of credit under this Agreement to be
          considered a "purpose credit" within the meaning of Regulations T, U
          or X of the Federal Reserve Board. No Credit Party will take or permit
          to be taken any action that might cause any Loan Document to violate
          any regulation of the Federal Reserve Board."

               (b) Amendment to Section 6.1 of the Credit Agreement. Section 6.1
of the Credit Agreement is hereby amended, as of the Ninth Amendment Effective
Date, by amending and restating such Section as follows:

          "6.1 Mergers, Subsidiaries, Etc. No Credit Party shall directly or
          indirectly, by operation of law or otherwise, (a) merge with,
          consolidate with, acquire all or substantially all of the assets or
          Stock of, or otherwise combine with or acquire, any Person, except
          that (i) any wholly-owned Subsidiary of US Borrower may merge with US
          Borrower so long as US Borrower is the survivor thereof, (ii) any
          wholly-owned Subsidiary of European Borrower may merge with European
          Borrower so long as European Borrower is the survivor thereof, (iii)
          any US Credit Party (other than Innovations and US Borrower) may merge
          with any other US Credit Party (other than Innovations and US
          Borrower), (iv) any European


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          Credit Party (other than European Borrower) may merge with any other
          European Credit Party (other than European Borrower), and (v)
          Innovations, Swissco and Inverness Japan may consummate the
          Acquisition in accordance with the Acquisition Agreement or (b) except
          for the formation of any Subsidiary or any acquisition of all of the
          Stock of any Person (an "Acquisition Subsidiary") solely for the
          purpose of consummating an acquisition which is reasonably expected to
          be a Permitted Acquisition or for which the Credit Parties are seeking
          approval of the Requisite Lenders and provided that (A) prior to the
          consummation of such acquisition (I) such Acquisition Subsidiary shall
          constitute an Excluded US Subsidiary or Excluded European Subsidiary,
          as applicable (and, after consummation of such acquisition, shall
          constitute a US Credit Party or European Credit Party, as applicable),
          (II) such Acquisition Subsidiary shall hold no assets (other than the
          greater of $10,000 and any minimum capital required by law), (III)
          such Acquisition Subsidiary shall not conduct any business and (IV) no
          Credit Party shall transfer any funds or other assets to such
          Acquisition Subsidiary other than capital contributions permitted
          under the foregoing clause (II) and as necessary to consummate a
          Permitted Acquisition, and (B) such Acquisition Subsidiary shall be
          dissolved and the assets of such Acquisition Subsidiary shall be
          distributed to a Credit Party if (I) such Permitted Acquisition is not
          consummated within 120 days following the formation or acquisition of
          such Acquisition Subsidiary, or (II) the Credit Parties do not receive
          the consent of Requisite Lenders to such acquisition within 120 days
          following the formation or acquisition of such Acquisition Subsidiary,
          form any Subsidiary or acquire all or substantially all of the assets
          or Stock of any Person without the prior written consent of Requisite
          Lenders. Notwithstanding the foregoing, any Credit Party may acquire
          all or substantially all of the assets or Stock of any Person (or in
          the case of an asset acquisition of substantially all of the assets of
          a business line or division of a Person) (the "Target") (in each case,
          a "Permitted Acquisition"), subject to the satisfaction of each of the
          following conditions:

          (i) Agent shall receive at least three (3) Business Days prior written
          notice of such proposed Permitted Acquisition together with draft
          acquisition documentation in connection with such Permitted
          Acquisition, which notice shall include a reasonably detailed
          description of such proposed Permitted Acquisition (Agent hereby
          agreeing to provide copies of such notice to the Lenders of any such
          Permitted Acquisition at the time such entity acquired becomes a
          Credit Party under the Credit Agreement, and for assets being acquired
          in connection with such Permitted Acquisition, when such assets
          constitute Collateral);

          (ii) such Permitted Acquisition shall only involve assets comprising a
          business, or those assets of a business, of the type engaged in by
          Borrowers as of the Closing Date, and which business would not subject
          Agent or any Lender to regulatory or third party approvals in
          connection with the exercise of its rights and remedies under this
          Agreement or any other Loan Documents other than approvals applicable
          to the exercise of such rights and remedies with respect to Borrowers
          prior to such Permitted Acquisition;


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          (iii) such Permitted Acquisition shall be consensual and shall have
          been approved by the Target's board of directors or otherwise duly
          authorized by the Target;

          (iv) no additional Indebtedness, Guaranteed Indebtedness, contingent
          obligations or other liabilities (other than the First Check Earnout
          Payments) shall be incurred, assumed or otherwise be reflected on a
          consolidated balance sheet of the Reporting Credit Parties and Target
          after giving effect to such Permitted Acquisition, except ordinary
          course trade payables, accrued expenses and other Indebtedness,
          Guaranteed Indebtedness, contingent obligations or other liabilities
          of the Target to the extent no Default or Event of Default has
          occurred and is continuing or would result after giving effect to such
          Permitted Acquisition; provided, that any such Indebtedness,
          Guaranteed Indebtedness, contingent obligations or other liabilities
          (other than ordinary course trade payables and accrued expenses) shall
          not exceed $5,000,000 outstanding at any one time in respect of all
          Permitted Acquisitions;

          (v) the consideration payable in connection with all Permitted
          Acquisitions, including all transaction costs, ordinary course trade
          payables, accrued expenses and Indebtedness incurred, assumed or
          otherwise to be reflected on a consolidated balance sheet of Reporting
          Credit Parties and Target after giving effect to such Permitted
          Acquisition shall consist solely of (A) common stock, par value $.001
          per share of Innovations containing substantially the same rights and
          preferences as in effect on the date hereof and/or (B) cash not to
          exceed $20,000,000 in the aggregate for all Permitted Acquisitions in
          any Fiscal Year; provided, that should the First Check Acquisition,
          when and if it closes, constitute a Permitted Acquisition under
          Section 6.1 of the Credit Agreement, it shall (without limiting any
          other provision of the Credit Agreement or any other Loan Document)
          not be restricted by this clause (v) nor shall any cash portion of the
          purchase price count against the aggregate cash limitation set forth
          in clause (B) of this clause (v);

          (vi) the Target shall have positive EBITDA for the trailing
          twelve-month period preceding the date of the Permitted Acquisition,
          as determined based upon the Target's financial statements for its
          most recently completed fiscal year and its most recent interim
          financial period completed within 60 days prior to the date of
          consummation of such Permitted Acquisition; provided, that if the
          consideration payable in connection with such Permitted Acquisition
          consists solely of common stock, par value $.001 per share of
          Innovations containing substantially the same rights and preferences
          as in effect on the date hereof or is less than $5,000,000 in the
          aggregate, this condition need not be satisfied;

          (vii) the business and assets acquired in such Permitted Acquisition
          shall be free and clear of all Liens (other than Permitted
          Encumbrances);

          (viii) unless the consideration (whether in cash, equity or otherwise)
          with respect to all Permitted Acquisitions (other than the First Check
          Acquisition) consummated on or after the Ninth Amendment Effective
          Date is less than


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          $10,000,000 in the aggregate at any time and $5,000,000 in the
          aggregate in any Fiscal Year (it being understood that in connection
          with the First Check Acquisition, if applicable, the Credit Parties
          shall, in any event, be required to comply with this clause (viii)),
          within thirty (30) days following the closing of any Permitted
          Acquisition, subject to clause (ix) below, Agent will be granted a
          first priority perfected Lien (subject to Permitted Encumbrances) in
          all assets acquired pursuant thereto (other than with respect to
          intellectual property that is not material in which case such Lien
          shall be perfected within 60 days following the closing of such
          Permitted Acquisition) or in the assets and Stock of the Target and
          any Acquisition Subsidiary (other than with respect to intellectual
          property that is not material in which case such Lien shall be
          perfected within 60 days following the closing of such Permitted
          Acquisition), and each Credit Party, any Acquisition Subsidiary and
          the Target shall have executed such documents (including, without
          limitation, any opinions requested by Agent in connection with
          obtaining Collateral in connection with such Permitted Acquisition)
          and taken such actions as may be required by Agent in connection
          therewith;

          (ix) unless the consideration (whether in cash, equity or otherwise)
          with respect to all Permitted Acquisitions (other than the First Check
          Acquisition) consummated on or after the Ninth Amendment Effective
          Date is less than $10,000,000 in the aggregate at any time and
          $5,000,000 in the aggregate in any Fiscal Year, within sixty (60) days
          following the closing of any Permitted Acquisition in which the Target
          or any Acquisition Subsidiary is an entity formed outside of the
          United States, Agent will be granted a first priority Lien (subject to
          Permitted Encumbrances) in all assets acquired pursuant thereto or in
          the assets and Stock of the Target and any Acquisition Subsidiary
          (provided, that, in the case of Stock held by a Domestic Subsidiary,
          Agent shall be granted a Lien in such Stock under, and subject to any
          applicable limitations set forth in, the US Pledge Agreement within
          thirty (30) days of the closing of such Permitted Acquisition), and
          each Credit Party, any Acquisition Subsidiary and the Target shall
          have executed such documents (including, without limitation, any
          opinions requested by Agent in connection with obtaining Collateral in
          connection with such Permitted Acquisition) and taken such actions as
          may be required by Agent in connection therewith; provided, that,
          prior to the closing of such Permitted Acquisition, (A) the Borrowers
          shall have provided Agent with reasonably detailed written information
          as to the procedure required under applicable law for Agent to be
          granted a first priority Lien in all such assets along with
          confirmation reasonably acceptable to Agent from Borrowers' local
          counsel from such jurisdiction that such procedure is correct; (B)
          Agent shall have consented in writing to the delay in providing such
          Lien; and (C) both before and immediately after giving effect to such
          Permitted Acquisition, the European Credit Parties shall have
          Accounts, Inventory, Real Property, plant, Equipment and available
          cash (not subject to any Lien other than Permitted Encumbrances
          (except for Permitted Encumbrances of the type described in clauses
          (j) and (k) of the definition thereof)) with a net book value of not
          less than $50,000,000;


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          (x) notwithstanding the foregoing clause (ix), the Agent may, in its
          sole discretion, (I) extend the period to provide the Collateral in
          connection with such Permitted Acquisition or (II) elect to waive such
          condition with respect to all or a portion of the assets of the Target
          or any Acquisition Subsidiary to the extent that (A) the grant of such
          first priority perfected Lien, the execution of any such documents or
          the performance of any such actions is prohibited by the law of the
          jurisdiction of formation of the applicable Credit Party, any
          Acquisition Subsidiary or the Target, (B) the Agent determines that,
          taking into consideration the costs associated therewith in relation
          to the value or importance of such first priority perfected Lien, it
          is not in the best interest of both the Lenders and the Credit Parties
          to grant such Lien, or (C) the value of the assets or Stock with
          respect to any Permitted Acquisition which shall be the subject of any
          waiver under this Section 6.1(x) is, in the aggregate, less than
          $10,000,000 (or the Equivalent Amount thereof); provided, that Agent
          may, at any time and from time to time elect, in its sole discretion,
          to enforce the conditions that had been previously waived under this
          Section 6.1(x);

          (xi) within 30 days following the closing of any Permitted
          Acquisition, or, if earlier, the date upon which any Credit Party
          files a current report on Form 8-K with the Securities and Exchange
          Commission under the Exchange Act which discloses such Permitted
          Acquisition and includes the financial information provided for below,
          Borrowers shall deliver to Agent, in form and substance reasonably
          satisfactory to Agent (Agent hereby agreeing to provide copies of such
          documents to the Lenders promptly following receipt thereof), (A) if
          such Permitted Acquisition constitutes a merger or consolidation with,
          or acquisition of all of the Stock of, any Person, (x) an audited (or,
          if not available, unaudited) balance sheet and income statement and,
          if available, cash flow statement of the Target for the most recently
          completed fiscal year of the Target, and (y) a balance sheet as of the
          end of the most recently completed fiscal quarter of the Target and an
          income statement and, if available, cash flow statement, in each case,
          for the elapsed portion of the fiscal year of the Target to date
          ending on the last day of the most recently completed fiscal quarter
          of the Target, in each case, which shall be complete and shall fairly
          present in all material respects the assets, liabilities, financial
          condition and results of operations of the Target in accordance with
          GAAP consistently applied, and (B) if such Permitted Acquisition
          constitutes the acquisition of all or substantially all of the assets
          of any Person and the financial statements described in clause (A)
          above are not available, a schedule setting forth the assets acquired
          and the book value thereof and, if available, an income statement
          reflecting the performance of such assets for the most recently ended
          Fiscal Year;

          (xii) both before and immediately after giving effect to such
          Permitted Acquisition, the Credit Parties shall have aggregate US
          Revolving Borrowing Availability, European Revolving Borrowing
          Availability and available cash (not subject to any Lien other than
          Permitted Encumbrances (except for Permitted Encumbrances of the type
          described in clauses (j) and (k) of the definition thereof)) of at
          least $10 million (or the Equivalent Amount thereof);


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          (xiii) at or prior to the closing of any Permitted Acquisition (other
          than the First Check Acquisition if it is consummated on or prior to
          March 31, 2007), the Borrowers shall deliver to Agent a certificate of
          the Chief Financial Officer, Treasurer or Vice President, Finance, of
          Innovations to the effect that: (A) the Credit Parties taken as a
          whole (after taking into consideration all rights of contribution and
          indemnity the Credit Parties have against Innovations and each other
          Subsidiary of Innovations) are Solvent immediately prior to and will
          be Solvent upon the consummation of the Permitted Acquisition; (B)
          each of the applicable conditions set forth in this Section 6.1 have
          been satisfied; (C) on a pro forma basis, no Event of Default shall
          have occurred and be continuing or would result after giving effect to
          such Permitted Acquisition and the Reporting Credit Parties would have
          been in compliance with the financial covenants set forth in Annex F
          for the four quarter period reflected in the Compliance Certificate
          most recently delivered to Agent pursuant to Annex E prior to the
          consummation of such Permitted Acquisition (giving effect to such
          Permitted Acquisition and all Loans funded in connection therewith as
          if made on the first day of such period); and (D) the Reporting Credit
          Parties have completed their due diligence investigation with respect
          to the Target and such Permitted Acquisition, which investigation was
          conducted in a manner similar to that which would have been conducted
          by a prudent purchaser of a comparable business and the results of
          which investigation were delivered to Agent and Lenders;

          (xiv) on or prior to the date of such Permitted Acquisition, Agent
          shall have received copies of the executed acquisition agreement and
          related agreements and instruments; and

          (xv) at the time of such Permitted Acquisition and after giving effect
          thereto, no Default or Event of Default has occurred and is
          continuing.

          Notwithstanding anything to the contrary contained herein, no Person
          (subject to Section 6.1(x)) shall be a Credit Party and such Person
          shall be deemed to be an Excluded Subsidiary until the conditions
          (irrespective of whether or not the Credit Parties are required to
          comply with such conditions) set forth in Section 6.1(viii) or (ix),
          as applicable, are satisfied."

               (c) Amendment to Section 6.2 of the Credit Agreement. Section
6.2(h) of the Credit Agreement is hereby amended, as of the Ninth Amendment
Effective Date, by deleting such clause (h) where it appears therein and
inserting in lieu thereof the following new clause (h) as follows:

          "(h) so long as no Default or Event of Default has occurred and is
          continuing before and after giving effect to any investment or loan
          referred to in this clause (h) and Administrative Borrower has
          provided Agent with at least three (3) Business Days notice of such
          investment or loan, the Credit Parties may make and hold additional
          investments and loans not otherwise permitted by this Section 6.2,
          provided, that (i) the aggregate amount (the amount of each investment
          or loan being measured at the time of the investment or loan) of such
          investments and


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          loans permitted by this clause (h) shall not exceed $25,000,000 (or
          the Equivalent Amount thereof) at any one time outstanding, and
          provided, further, that if any investment under this clause (h) is in
          connection with the purchase of equity, the Credit Parties shall,
          within thirty (30) days after such purchase, provide Agent with (A) a
          first priority perfected pledge of the equity so purchased, together
          with undated powers of transfer executed in blank and (B) upon request
          of Agent, a legal opinion in respect of the pledge of such equity in
          form and substance satisfactory to Agent;"

          3. Amendment to Section 6.3 of the Credit Agreement. Section 6.3 of
the Credit Agreement is hereby amended, as of the Ninth Amendment Effective
Date, by deleting the word "and" before clause (xv) therein and inserting at the
end of clause (xv) the following:

          "; and (xvi) Indebtedness specifically permitted under Section 6.1."

          4. Amendment to Section 6.7 of the Credit Agreement. Section 6.7 of
the Credit Agreement is hereby amended, as of the Ninth Amendment Effective
Date, by deleting the word "and" before clause (d) therein and inserting at the
end of clause (d) the following:

          "; and (e) Liens securing Indebtedness specifically permitted under
          Section 6.1(b)(iv); provided, that such Indebtedness shall consist
          solely of Capital Leases and purchase money Indebtedness (provided,
          further, that such Liens attach only to the assets subject to such
          purchase money Indebtedness or Capital Leases and, in the case of
          purchase money Indebtedness, such Indebtedness is incurred within 30
          days following such purchase and does not exceed 100% of the purchase
          price of the subject assets)."

          5. Amendment to Article VI of the Credit Agreement. Article VI of the
Credit Agreement is hereby amended, as of the Ninth Amendment Effective Date, by
inserting a new Section 6.23 at the end of such Article as follows:

          "6.23 Minimum Excess Availability. At any date of determination, the
          Credit Parties shall have aggregate US Revolving Borrowing
          Availability, European Revolving Borrowing Availability and available
          cash (not subject to any Lien other than Permitted Encumbrances
          (except for Permitted Encumbrances of the type described in clauses
          (j) and (k) of the definition thereof)) of at least $30,000,000 (or
          the Equivalent Amount thereof); provided, that this Section 6.23 shall
          have no force or effect on any date of determination when any Credit
          Party fails to own any shares of Aztec Stock."

          6. Amendment to Annex A of the Credit Agreement. Annex A of the Credit
Agreement is hereby amended, as of the Ninth Amendment Effective Date, by:

               (a) amending the definition of "Permitted Encumbrances" by
deleting the word "and" before clause (o) where it appears there and inserting
the following at the end of clause (o):

               "; Liens permitted by Section 6.7(e)."


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               (b) amending the definition of "Excluded Subsidiaries" by
inserting at the end of such definition the following:

          "and any other Subsidiary as contemplated by the last sentence of
          Section 6.1."

               (c) inserting the following new definitions in Annex A, in the
applicable alphabetical order, as follows:

          "Aztec Stock' has the meaning ascribed to it in the Ninth Amendment.

          'First Check Acquisition' has the meaning ascribed to it in the Ninth
          Amendment.

          'Ninth Amendment' means the Ninth Amendment and Consent to Third
          Amended and Restated Credit Agreement dated as of November 10, 2006 by
          and among Agent, Innovations, Borrowers, the other Credit Parties
          signatory thereto, ML Capital and Lenders.

          'Ninth Amendment Effective Date' means November 10, 2006."

               (d) deleting the definition of "Non-Stock Investments and Loans"
where it appears therein.

          7. Aztec Consent. Notwithstanding anything to the contrary contained
in the Credit Agreement (including, without limitation, Section 6.2 therein), as
of the Ninth Amendment Effective Date, Agent and Requisite Lenders hereby
consent to the Aztec Investments; provided, that (a) each Aztec Investment is
consummated pursuant to documentation in form and substance reasonably
satisfactory to Agent, (b) simultaneously with (i) any Aztec Investment, Agent
shall be satisfied that all applicable margin regulations are complied with
(Agent's satisfaction to be assumed by the Credit Parties absent notice to the
contrary from Agent); and (ii) the initial Aztec Investment, each Lender shall
have been provided adequate information so that it and the Credit Parties, as
applicable, may complete and prepare all forms and documentation required under
Regulations T, U or X of the Federal Reserve Board, (c) in connection with the
initial Aztec Investment, Agent shall have received from Borrowers' counsel an
opinion in form and substance satisfactory to Agent confirming that the Aztec
Investments and the use of the Loan proceeds in respect thereof do not violate
Regulations T, U or X of the Federal Reserve Board, (d) Agent receives within
thirty (30) days of each Aztec Investment a first priority perfected pledge of
the Aztec Stock purchased with respect to such investment and, if applicable,
any related certificates thereto, together with undated powers of transfer
executed in blank (the "Aztec Pledge"), (e) if applicable, Agent receives within
thirty (30) days of the initial Aztec Investment a legal opinion in respect of
the control agreement to which the applicable Aztec Stock shall be credited to
the effect that such control agreement is effective under applicable law to
perfect the security interest of the Agent by control in such Aztec Stock, which
opinion shall be in form and substance satisfactory to Agent, and (f) if any
Aztec Investment occurs after March 31, 2007, at the consummation thereof, the
Borrowers shall deliver to Agent a certificate of the Chief Financial Officer,
Treasurer or Vice President, Finance, of Innovations to the effect that on a pro
forma basis, no Event of Default shall have occurred and be continuing or would
result after giving effect to such Aztec Investment occurring after March 31,
2007 and the Reporting Credit Parties would have been in compliance


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with the financial covenants set forth in Annex F of the Credit Agreement for
the four quarter period reflected in the Compliance Certificate most recently
delivered to Agent pursuant to Annex E of the Credit Agreement prior to the
consummation of such Aztec Investment (giving effect to such Aztec Investment
and all Loans funded in connection therewith as if made on the first day of such
period).

          8. Aztec Waiver. Notwithstanding anything to the contrary contained in
Sections 1.3(b)(ii) or (iii) of the Credit Agreement, Agent and Requisite
Lenders hereby waive, as of the Ninth Amendment Effective Date, the requirement
that the Credit Parties apply the proceeds of any sale of Aztec Stock to prepay
the Loans pursuant to Sections 1.3(c)(i) and (ii), as applicable; provided, that
upon the sale of Aztec Stock by any Credit Party, the proceeds of such sale
shall be applied as follows: first, by US Borrower to pay interest then due and
payable on the US Swing Line Loan until paid in full; second, by US Borrower to
prepay the principal balance of the US Swing Line Loan until paid in full;
third, by US Borrower to pay interest then due and payable on US Revolving
Credit Advances until paid in full; fourth, by US Borrower to prepay the US
Revolving Credit Advances and Swap Obligations on a ratable basis based on the
amount of such US Revolving Credit Advances then outstanding and such Eligible
Swap Obligations then due and payable until paid in full; fifth, by European
Borrower to pay interest then due and payable on the European Swing Line Loan
until paid in full; sixth, by European Borrower to prepay the principal balance
of the European Swing Line Loan until paid in full, seventh, by European
Borrower to pay interest then due and payable on European Revolving Credit
Advances until paid in full; eighth, by European Borrower to prepay European
Revolving Credit Advances until paid in full; and any excess shall be returned
to Borrowers.

          9. Instant Technologies Investment. Notwithstanding anything to the
contrary contained in the Credit Agreement (including, without limitation,
Section 6.2 therein), as of the Ninth Amendment Effective Date, Agent and
Requisite Lenders hereby consent to the Instant Technologies Investment pursuant
to documentation in form and substance reasonably satisfactory to Agent;
provided, that Agent receives within thirty (30) days of the Instant
Technologies Investment (a) a first priority perfected pledge of the Instant
Technologies Stock purchased with respect to such investment and, if applicable,
any related certificates thereto, together with undated powers of transfer
executed in blank, (b) at the request of Agent, a legal opinion in respect of
such pledge confirming Agent's perfected security interest, which opinion shall
be in form and substance satisfactory to Agent, and (c) if such Instant
Technologies Investment occurs after March 31, 2007, at the consummation
thereof, the Borrowers shall deliver to Agent a certificate of the Chief
Financial Officer, Treasurer or Vice President, Finance, of Innovations to the
effect that on a pro forma basis, no Event of Default shall have occurred and be
continuing or would result after giving effect to such Instant Technologies
Investment and the Reporting Credit Parties would have been in compliance with
the financial covenants set forth in Annex F of the Credit Agreement for the
four quarter period reflected in the Compliance Certificate most recently
delivered to Agent pursuant to Annex E of the Credit Agreement prior to the
consummation of such Instant Technologies Investment (giving effect to such
Instant Technologies Investment and all Loans funded in connection therewith as
if made on the first day of such period).

          10. Acknowledgement regarding In Vitro Technologies. Agent and
Requisite Lenders hereby acknowledge and agree that the terms and conditions of
Section 6.1 of the Credit


                                       10

<PAGE>

Agreement, as amended hereby, shall apply to the acquisition of In Vitro
Technologies and that such acquisition shall be considered a Permitted
Acquisition under the Credit Agreement, subject to compliance with such amended
terms and conditions.

          11. Employee Loan Consent. Notwithstanding anything to the contrary in
the Credit Agreement (including, without limitation, Sections 6.2 and 6.4(b),
Agent and Requisite Lenders hereby consent, as of the Ninth Amendment Effective
Date, to the Employee Loan.

          12. Consent to Wachovia Lease Transaction. As of the Ninth Amendment
Effective Date, Lenders hereby consent to Agent releasing any security interest
and Lien, if any, which may have attached to the equipment attached hereto as
Exhibit A under the Wachovia Lease Transaction as more fully described in the
Eight Amendment and Consent to Third Amended and Restated Credit Agreement dated
as of October 30, 2006 by and among Agent, Innovations, Borrowers, the other
Credit Parties signatory thereto, ML Capital and the Lenders signatory thereto.

          13. Remedies. This Amendment shall constitute a Loan Document. The
breach by any Credit Party of any representation, warranty, covenant or
agreement in this Amendment shall constitute an immediate Event of Default
hereunder and under the other Loan Documents.

          14. Representations and Warranties. To induce Agent and Requisite
Lenders to enter into this Amendment, the Credit Parties hereby, jointly and
severally, represent and warrant that:

               (a) The execution, delivery and performance by each Credit Party
of this Amendment and the performance of the Credit Agreement, as amended by
this Amendment (the "Amended Credit Agreement"): (i) are within such Person's
corporate, company or partnership power; (ii) have been (or will be prior to
execution thereof) duly authorized by all necessary corporate, limited liability
company or limited partnership action; (iii) do not contravene any provision of
such Person's charter, bylaws or equivalent constitutive documents or
partnership or operating agreement, as applicable; (iv) do not violate any law
or regulation, or any order or decree of any court or Governmental Authority;
(v) do not conflict with or result in the breach or termination of, constitute a
default under or accelerate or permit the acceleration of any performance
required by, any indenture, mortgage, deed of trust, lease, agreement or other
instrument to which such Person is a party or by which such Person or any of its
property is bound; (vi) do not result in the creation or imposition of any Lien
upon any of the property of such Person, other than a Lien in favor of Agent;
and (vii) do not require the consent or approval of any Governmental Authority
or any other Person except those which will have been duly obtained, made or
complied with prior to the Ninth Amendment Effective Date.

               (b) This Amendment has been duly executed and delivered by or on
behalf of each of the Credit Parties.

               (c) This Amendment and the Amended Credit Agreement constitutes a
legal, valid and binding obligation of each of the Credit Parties, enforceable
against each of them in accordance with its terms, except as enforcement may be
limited by bankruptcy, insolvency,


                                       11
<PAGE>

fraudulent conveyance or transfer or other laws affecting creditors' rights
generally or by equitable principals of general applicability.

               (d) No Default or Event of Default has occurred and is continuing
or would result after giving effect to the provisions of this Amendment.

               (e) No action, claim or proceeding is now pending or, to the
knowledge of any Credit Party, threatened against such Credit Party, at law, in
equity or otherwise, before any court, board, commission, agency or
instrumentality of any foreign, federal, state, or local government or of any
agency or subdivision thereof, or before any arbitrator or panel of arbitrators,
which (i) challenges any Credit Party's right or power to enter into or perform
any of its obligations under this Amendment or any other Loan Document to which
it is or will be, a party, or the validity or enforceability of this Amendment,
the Amended Credit Agreement or any Loan Document or any action taken
thereunder, or (ii) has a reasonable risk of being determined adversely to any
Credit Party and that, if so determined, could reasonably be expected to have a
Material Adverse Effect after giving effect to this Amendment.

               (f) The representations and warranties of the Credit Parties
contained in the Amended Credit Agreement and each other Loan Document shall,
after giving effect hereto, be true and correct on and as of (i) the date
hereof, and (ii) the Ninth Amendment Effective Date, in each case, with the same
effect as if such representations and warranties had been made on and as of such
date, except that any such representation or warranty which is expressly made
only as of a specified date need be true only as of such date.

          15. No Amendments/Waivers/Consents. Except as expressly provided
herein (a) the Credit Agreement and the other Loan Documents shall be unmodified
and shall continue to be in full force and effect in accordance with their
terms, (b) the acknowledgements, consents and agreements of the Agent and
Requisite Lenders set forth herein shall be limited strictly as written and
shall not constitute an acknowledgement, consent or agreement to any transaction
not specifically described in connection with any such consent and/or agreement,
and (c) this Amendment shall not be deemed a waiver of any term or condition of
any Loan Document and shall not be deemed to prejudice any right or rights which
Agent or any Lender may now have or may have in the future under or in
connection with any Loan Document or any of the instruments or agreements
referred to therein, as the same may be amended from time to time.

          16. Affirmation of Obligations. Each of the Credit Parties hereby
acknowledges, agrees and affirms (a) its obligations under the Credit Agreement
and the other Loan Documents, including, without limitation, its guaranty
obligations thereunder, (b) that such guaranty shall apply to the Obligations in
accordance with the terms thereof, (c) the grant of the security interest in all
of its assets pursuant to the Loan Documents and (d) that such liens and
security interests created and granted are valid and continuing and secure the
Obligations in accordance with the terms thereof.

          17. Outstanding Indebtedness; Waiver of Claims. Each of Borrowers and
the other Credit Parties hereby acknowledges and agrees that as of November 10,
2006, (a) the outstanding balance of the European Revolving Loan is $0, (b) the
outstanding balance of the US Revolving Loan is $0, (c) the outstanding balance
of the US Term Loan is $44,887,500, and (d)


                                       12

<PAGE>

the outstanding balance of European Term Loan is $0. Borrowers and each other
Credit Party hereby waive, release, remise and forever discharge Agent, Lenders
and each other Indemnified Person from any and all claims, suits, actions,
investigations, proceedings or demands arising out of or in connection with the
Credit Agreement (collectively, "Claims"), whether based in contract, tort,
implied or express warranty, strict liability, criminal or civil statute or
common law of any kind or character, known or unknown, which any Borrower or any
other Credit Party ever had, now has or might hereafter have against Agent or
Lenders which relates, directly or indirectly, to any acts or omissions of
Agent, Lenders or any other Indemnified Person on or prior to the Ninth
Amendment Effective Date; provided, that no Borrower nor any other Credit Party
waives any Claim solely to the extent such Claim relates to Agent's or any
Lender's gross negligence or willful misconduct.

          18. Expenses. Borrowers hereby reconfirm their obligations pursuant to
Section 11.3 of the Credit Agreement to pay and reimburse Agent for all
reasonable costs and expenses (including, without limitation, reasonable fees of
counsel) incurred in connection with the negotiation, preparation, execution and
delivery of this Amendment and all other documents and instruments delivered in
connection herewith.

          19. Amendment Fee. To induce Agent and Lenders to enter into this
Amendment, Borrowers hereby agree to pay to Agent, for the benefit of those
Lenders which provide consent hereto no later than 3:00pm EST, Friday, November
10, 2006, an amendment fee in the amount of $155,000 (to be allocated among
Agent and such Lenders on a ratable basis) in immediately available funds,
payable on the Ninth Amendment Effective Date.

          20. Effectiveness. Upon satisfaction in full in the judgment of Agent
of each of the following conditions, this Amendment shall be deemed effective as
of November 10, 2006 (the "Ninth Amendment Effective Date"):

               (a) Amendment. Agent shall have received four (4) original
signature pages to this Amendment, duly executed and delivered by Agent,
Requisite Lenders, and each of the Credit Parties.

               (b) Payment of Expenses. Borrowers shall have paid to Agent all
costs, fees and expenses owing in connection with this Amendment and the other
Loan Documents and due to Agent (including, without limitation, reasonable legal
fees and expenses).

               (c) Representations and Warranties. The representations and
warranties of or on behalf of each of the Credit Parties in this Amendment shall
be true and correct on and as of the date hereof.

               (d) First Check Acquisition Documents. Agent shall have received
copies of the draft First Check Acquisition term sheet and any other
documentation in connection therewith in existence on the date hereof.

          21. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND
INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.


                                       13

<PAGE>

          22. Counterparts. This Amendment may be executed by the parties hereto
on any number of separate counterparts and all of said counterparts taken
together shall be deemed to constitute one and the same instrument.

                            [SIGNATURE PAGES FOLLOW]


                                       14

<PAGE>

     IN WITNESS WHEREOF, this Amendment has been duly executed as of the date
first written above.

                                        BORROWERS

                                        WAMPOLE LABORATORIES, LLC
                                        INVERNESS MEDICAL (UK) HOLDINGS LIMITED


                                        By: /s/ David Teitel
                                            ------------------------------------
                                        Name: David Teitel
                                        Title: Vice President, Authorized
                                               Signatory

<PAGE>

                                        AGENT AND LENDERS

                                        GENERAL ELECTRIC CAPITAL CORPORATION,
                                        as Agent and a Lender


                                        By: /s/ Andrew Moore
                                            ------------------------------------
                                            Duly Authorized Signatory

<PAGE>

                                        MERRILL LYNCH CAPITAL, a division of
                                        Merrill Lynch Business Financial
                                        Services Inc., as a Lender


                                        By: /s/ Mathew R. Lank
                                            ------------------------------------
                                            Duly Authorized Signatory

<PAGE>

                                        LASALLE BANK NATIONAL ASSOCIATION,
                                        as a Lender


                                        By: /s/ David Bacon
                                            ------------------------------------
                                        Name: David Bacon
                                        Title: FVP

<PAGE>

                                        MARATHON SPECIAL OPPORTUNITY CLO I,
                                        LTD., as a Lender

                                        By: Marathon Asset Management, LLC, its
                                            Portfolio Manager and Authorized
                                            Signatory


                                        By: /s/ Louis T. Hanover
                                            ------------------------------------
                                        Name: Louis T. Hanover
                                        Title: Authorized Signatory

<PAGE>

                                        DRYDEN IV - LEVERAGED LOAN CDO 2003,
                                        as a Lender

                                        By: Prudential Investment Management,
                                            Inc., as Collateral Manager


                                        By: /s/ Stephen J. Collins
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------


                                        DRYDEN V - LEVERAGED LOAN CDO 2003, as a
                                        Lender

                                        By: Prudential Investment Management,
                                            Inc., as Collateral Manager


                                        By: /s/ Stephen J. Collins
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------


                                        DRYDEN VII - LEVERAGED LOAN CDO 2004, as
                                        a Lender

                                        By: Prudential Investment Management,
                                            Inc., as Collateral Manager


                                        By: /s/ Stephen J. Collins
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------


                                        DRYDEN VIII - LEVERAGED LOAN CDO 2005,
                                        as a Lender

                                        By: Prudential Investment Management,
                                            Inc., as Collateral Manager


                                        By: /s/ Stephen J. Collins
                                            ------------------------------------
                                        Name: Stephen J. Collins
                                        Title: VP


                                        Dryden XVI - Leveraged Loan CDO 2006

                                        By: Prudential Investment Management,
                                        Inc., as Collateral Manager


                                        By: /s/ Stephen J. Collins
                                            ------------------------------------
                                        Name: Stephen J. Collins
                                        Title: VP
<PAGE>

     The following Persons are signatories to this Amendment in their capacity
as Credit Parties and not as Borrowers.

                                        INVERNESS MEDICAL INNOVATIONS, INC.
                                        APPLIED BIOTECH, INC.
                                        ADVANTAGE DIAGNOSTICS CORPORATION
                                        FOREFRONT DIAGNOSTICS, INC.
                                        INVERNESS MEDICAL INTERNATIONAL HOLDING
                                           CORP.
                                        INVERNESS MEDICAL INTERNATIONAL HOLDING
                                           CORP. II
                                        INVERNESS MEDICAL, INC.
                                        INNOVATIONS RESEARCH, LLC
                                        ISCHEMIA TECHNOLOGIES, INC.
                                        IVC INDUSTRIES, INC.
                                        INNOVACON, INC.
                                        OSTEX INTERNATIONAL, INC.
                                        SELFCARE TECHNOLOGY, INC.
                                        BINAX, INC.
                                        INVERNESS MEDICAL - BIOSTAR, INC.
                                        UNIPATH ONLINE, INC.
                                        RICH HORIZONS INTERNATIONAL LIMITED
                                        CAMBRIDGE DIAGNOSTICS IRELAND LIMITED
                                        DMD, DIENSTLEISTUNGEN & VERTRIEB FUR
                                           MEDIZIN UND DIAGNOSTIK GMBH
                                        INVERNESS MEDICAL CANADA, INC.
                                        INVERNESS MEDICAL EURASIA LIMITED
                                        INVERNESS MEDICAL FRANCE SAS
                                        INVERNESS MEDICAL GERMANY GMBH
                                        SCANDINAVIAN MICRO BIODEVICES APS
                                        STIRLING MEDICAL INNOVATIONS LIMITED
                                        INVERNESS MEDICAL SWITZERLAND GMBH
                                        UNIPATH DIAGNOSTICS GMBH
                                        INVERNESS MEDICAL DEUTSCHLAND GMBH
                                        INVERNESS MEDICAL JAPAN, LTD.
                                        INVERNESS MEDICAL IBERICA, S.A.
                                        INVERNESS MEDICAL SPAIN, S.L.U.
                                        UNIPATH LIMITED
                                        IVD MANAGEMENT LIMITED
                                        INVERNESS MEDICAL INVESTMENTS, LLC


                                        By: /s/ David Teitel
                                            ------------------------------------
                                        Name: David Teitel

<PAGE>

                                 Title: Vice President - Finance, Vice
                                        President - Finance, Vice President -
                                        Finance, Vice President - Finance,
                                        President, President, Vice President -
                                        Finance, Vice President - Finance, Vice
                                        President - Finance, Vice President -
                                        Finance, Vice President - Finance, Vice
                                        President - Finance, Vice President -
                                        Finance, Vice President - Finance, Vice
                                        President - Finance, Vice President -
                                        Finance, Vice President, Authorized
                                        Person, Authorized Person, Authorized
                                        Person, Authorized Person, Authorized
                                        Person, Authorized Person, Authorized
                                        Person, Authorized Person, Authorized
                                        Person, Authorized Person, Authorized
                                        Person, Authorized Person, Authorized
                                        Person, Authorized Person, Authorized
                                        Person, Authorized Person, Manager,
                                        respectively