**AGREEMENT
        AND GENERAL RELEASE**
  For
        good
        and valuable consideration, rendered to resolve and settle finally, fully
        and
        completely all matters or disputes that now or may exist between them, the
        parties below enter this Agreement and General Release:
  1.  **Parties** .
        The
        parties to this Agreement are Darryl Ray, his heirs, representatives, successors
        and assigns (hereinafter referred to collectively as “Mr. Ray”) and Alpha
        Innotech Corp., and/or any of its successors, subsidiaries, affiliates, parties
        and related companies (hereinafter referred to collectively as “Alpha
        Innotech”).
  2.  **Release
        Of Claims By Mr. Ray** .
        In
        exchange for the promises contained in this Agreement and to the extent
        permitted by law, Mr. Ray hereby waives, releases and forever discharges,
        and
        agrees that he will not in any manner institute, prosecute or pursue, any
        and
        all complaints, claims, charges, liabilities, claims for relief, demands,
        suits,
        actions or causes of action, whether in law or in equity, which he asserts
        or
        could assert, at common law or under any statute, rule, regulation, order
        or
        law, whether federal, state, or local, or on any grounds whatsoever, including
        but not limited to, any claims under Title VII of the 1964 Civil Rights Act,
        the
        Age Discrimination in Employment Act, the California Fair Employment and
        Housing
        Act, Government Code §12900 et  seq. ,
        the
        California Labor Code, the Americans with Disabilities Act, the California
        Family Leave Act, and the Employee Retirement Income Security Act of 1974
        against Alpha Innotech and any of its current or former owners, officials,
        directors, officers, shareholders, affiliates, agents, employee benefit plans,
        representatives, servants, employees, attorneys, subsidiaries, parents,
        divisions, branches, units, successors, predecessors, and assigns (collectively
        referred to as “Released Parties”) with respect to any event, matter, claim,
        damage or injury arising out of Mr. Ray’s employment relationship with Alpha
        Innotech, and the termination of such employment relationship, and with respect
        to any other claim, matter, or event arising prior to execution of this
        Agreement by Mr. Ray.
  3.  **Civil
        Code § 1542 Waiver.** As a
        further consideration and inducement for this Agreement, Mr. Ray hereby waives
        any and all rights under Section 1542 of the California Civil Code or any
        similar state, local, or federal law, statute, rule, order or regulation
        he may
        have with respect to Alpha Innotech and any of the Released
        Parties.
  Section
        1542 provides:
  A
        GENERAL
        RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT
        TO
        EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY
        HIM
        MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.
   
  Mr.
        Ray
        expressly agrees that this Agreement shall extend and apply to all unknown,
        unsuspected and unanticipated injuries and damages as well as those that
        are now
        disclosed.
  4.  **Outstanding
        Claims** .
        As
        further consideration and inducement for this Agreement, Mr. Ray represents
        that
        he has not filed or otherwise pursued any charges, complaints or claims of
        any
        nature which are in any way pending against Alpha Innotech or any of the
        Released Parties, with any local, state or federal government agency or court
        with respect to any matter covered by this Agreement and, to the extent
        permitted by law, he will not do so in the future. If any government agency
        or
        court assumes jurisdiction of any charge, complaint, cause of action or claim
        covered by this Agreement against Alpha Innotech or any of the Released Parties,
        on behalf of or related to Mr. Ray, he will withdraw from and/or dismiss
        the
        matter with prejudice, as to any claims they might have. Mr. Ray agrees he
        will
        not participate or cooperate in such matter(s) except as required by
        law.
  5.  **Consideration
        for Release** .
        In
        consideration of the promises contained herein, Alpha Innotech agrees that
        it
        will provide Mr. Ray with the severance payment outlined in the April 6,
        2005
        Amendment to his May 11, 2001 Employment Agreement. Under this severance
        payment
        plan, Alpha Innotech will continue to pay Mr. Ray’s salary at his current base
        rate of $100,000 per year paid bi-weekly (less applicable withholdings and
        deductions) through March 9, 2007. By signing below, Mr. Ray acknowledges
        that
        he is receiving the severance payment outlined in the April 6, 2005 Amendment
        to
        his May 11, 2001 Employment Agreement (Paragraph 2.8, Termination for Good
        Reason) in consideration for waiving his rights to claims referred to in
        this
        Agreement, and without such waiver, Mr. Ray would not otherwise be entitled
        to
        the severance payment.
  6.  **Additional
        Payments.** Mr.
        Ray
        understands and agrees that he will receive payment in the amount of
        $114,743.34, plus interest of $1,961.64, less applicable withholdings and
        deductions, from the Alpha Innotech Accrued Compensation Plan on April 30,
        2006.
        Mr. Ray agrees that the payment he will receive on April 30, 2006 is being
        made
        in a timely manner. Mr. Ray further agrees that this is the entire amount
        to
        which he is entitled under the Accrued Compensation Plan.
  Mr.
        Ray
        understands that his rights under the Alpha Innotech Corporation Bonus Plan
        will
        continue to the extent set forth in the Alpha Innotech Corporation Bonus
        Plan
        documents.
  7.  **Time
        To Sign And Revoke Agreement** .
        Mr. Ray
        acknowledges and agrees that he was advised that he has twenty-one (21) calendar
        days from the date he received this Agreement to consider the terms of this
        Agreement. Mr. Ray is advised to consult with an attorney prior to signing
        this
        Agreement.
  Mr.
        Ray
        also understands and has been advised that he has seven (7) calendar days
        to
        revoke his agreement hereto. He further understands that the Agreement shall
        not
        become effective and enforceable until after the passage of this seven (7)
        day
        period.
  8.  **No
        Admission Of Liability** .
        By
        entering into this Agreement, Alpha Innotech and all Released Parties do
        not
        admit any liability whatsoever to Mr. Ray or to any other person
   
  arising
        out of any claims heretofore or hereafter asserted by Mr. Ray, and Alpha
        Innotech, for itself and all Released Parties, expressly denies any and all
        such
        liability.
  9.  **Joint
        Participation In Preparation Of Agreement** .
        The
        parties hereto participated jointly in the negotiation and preparation of
        this
        Agreement. Accordingly, it is agreed that no rule of construction shall apply
        against any party or in favor of any party. This Agreement shall be construed
        as
        if the parties jointly prepared this Agreement, and any uncertainty or ambiguity
        shall not be interpreted against any one party and in favor of the
        other.
  10.  **Attorneys’
        Fees And Costs** .
        As
        further mutual consideration of the promises set forth herein, Alpha Innotech
        and Mr. Ray agree that they each are responsible for their own attorneys’ fees
        and costs. Each agrees that they will not seek from the other reimbursement
        for
        attorneys’ fees and/or costs incurred in this action or relating to any matters
        addressed in this Agreement.
  11.  **Section
        Headings** .
        Section
        headings in this Agreement are included for convenience of reference only
        and
        shall not be considered a part of this Agreement for any other
        purpose.
  12.  **Scope
        Of Agreement** .
        Mr. Ray
        hereby affirms and acknowledges that he has read the foregoing Agreement,
        and
        that he fully understands and appreciates the meaning of each of its terms,
        and
        that it is a voluntary, full and final compromise, release and settlement
        of all
        claims, known or unknown, with respect to the claims identified and referred
        to
        herein. The parties to this Agreement represent that this Agreement may be
        used
        as evidence in any subsequent proceeding in which any of the parties alleges
        a
        breach of this Agreement or seeks to enforce its terms, provisions or
        obligations.
  13.  **Entire
        Agreement** .
        This
        Agreement hereto constitutes the complete understanding between Mr. Ray and
        Alpha Innotech and supersedes any and all prior agreements, promises,
        representations, or inducements, no matter its or their form, concerning
        its
        subject matter. No promises or agreements made subsequent to the execution
        of
        this Agreement by these parties shall be binding unless reduced to writing
        and
        signed by these parties or authorized representatives.
  
  Dated:
        3/30/2006
 /s/
        Darryl Ray
 Darryl
        Ray
 
 Dated:
        3/31/2006
 Alpha
        Innotech Corporation
 
 /s/
        William Snider