Exhibit 10.5.1


                                 SEPARATION AGREEMENT


               This Separation Agreement (the "Agreement") is made and
          entered into by and between International Murex Technologies
          Corporation, a corporation organized under the laws of British
          Columbia (the "Company") and J. David Tholen ("Mr. Tholen").  The
          term "Company" shall also include the affiliated corporations and
          subsidiaries, both direct and indirect (which are listed as
          Exhibit A of this Agreement), successors and assigns of
          International Murex Technologies Corporation.  This Agreement is
          made and entered into as of the date of execution hereof by Mr.
          Tholen as set forth on the signature page hereof.

                                       RECITALS

               A.   Pursuant to an employment agreement effective as of
          January 1, 1995, by and between the Company and Mr. Tholen (the
          "Employment Agreement"), the Company employed Mr. Tholen and Mr.
          Tholen accepted employment with the Company to perform the duties
          of President and Chief Executive Officer of the Company or such
          other position as Mr. Tholen and the Board of Directors of the
          Company shall have agreed.

               B.   Mr. Tholen hereby is resigning from all of his
          positions with the Company and is releasing the Company from
          certain obligations to Mr. Tholen and the Company is agreeing to
          indemnify Mr. Tholen from certain obligations as more fully set
          forth herein, and, accordingly, the Company and Mr. Tholen wish
          to set forth the terms and conditions governing the termination
          of Mr. Tholen's employment with the Company.

               NOW, THEREFORE, in consideration of the mutual agreements,
          conditions and covenants herein set forth, the Company and Mr.
          Tholen agree as follows:

          1.   (a)  Mr. Tholen resigns from all positions as Director of
                    the Company and all subsidiaries of the Company and
                    from all committees of the Board of Directors and from
                    all Trustee and other fiduciary and management
                    positions over any employee benefit plans of the
                    Company.  This resignation is effective on the date of
                    execution of this Agreement by the parties.  

               (b)  Mr. Tholen resigns as President, Chief Executive
                    Officer and employee of the Company.  This resignation
                    is effective December 1, 1996.

          2.   Mr. Tholen agrees to, simultaneously with the execution of
          this Agreement, execute any documents and take whatever actions
          are necessary to transfer any and all shares he currently holds
          in any subsidiaries, both direct and indirect, of the Company, to
          such person or persons as the Company directs.

          3.   By entering into this Agreement, Mr. Tholen waives any claim
          to reinstatement and/or future employment with the Company. 
          Except as explicitly provided for in this Agreement, any and all
          rights, duties and obligations of the Company and Mr. Tholen
          pursuant to Mr. Tholen's Employment Agreement and all other
          understandings and agreements between the Company and Mr. Tholen
          hereby are terminated.

          4.   Pursuant to the notice of termination provisions in his
          Employment Agreement, the Company is paying and providing and
          will continue to pay and provide Mr. Tholen's regular salary and
          benefits through February 28, 1997.  In full satisfaction of all
          payments and other obligations due Mr. Tholen from the Company,
          including without limitation, all obligations (if any) for
          salary, bonus, incentive compensation and employee benefits of
          every kind and description, the Company shall also provide the
          following:

               (a)  The Company shall pay Mr. Tholen an aggregate amount
                    equal to Five Hundred Twelve Thousand Five Hundred
                    Dollars ($512,500), which amount shall be payable in
                    eight installments, each in the amount of $64,062.50. 
                    Such installment payments shall be subject to the
                    deduction of such withholdings as are required under
                    federal and state law, and shall be made on the
                    following dates:

                    March 3, 1997
                    June 2, 1997
                    September 1, 1997
                    December 1, 1997
                    March 2, 1998
                    June 1, 1998
                    September 1, 1998
                    December 1, 1998

               (b)  In addition to the amount payable to Mr. Tholen under
                    Paragraph 4(a) above, Mr. Tholen shall be entitled to a
                    cash payment of $181,563 which represents Mr. Tholen's
                    1996 cash bonus.  This cash payment will be made at
                    such time as other Company executives are paid 1996
                    cash bonuses.   In addition, Mr. Tholen will be issued
                    67,266 shares of common stock of the Company to be
                    released 75 percent (50,450 shares) on October 1, 1997
                    and 25 percent (16,816 shares) on June 1, 1998.  In the
                    event Company executives determine that receipt of
                    these shares may be deferred, Mr. Tholen may defer
                    receipt of the shares referenced in this Paragraph 4(b)
                    pursuant to the same terms and conditions as other
                    Company executives.   No further incentive compensation
                    will be paid.

               (c)  For all of Mr. Tholen's outstanding vested stock
                    options listed below (the "Stock Options"), the Company
                    will extend the termination date of such Stock Options
                    until March 1, 1999.

                    Number of Option Shares   Date of Grant  Exercise Price
                    -----------------------   -------------  --------------

                       200,000                   3/4/96          $3.125

                    (1)  Mr. Tholen agrees to exercise these options no
                         sooner than the dates listed in and only in
                         accordance with the following schedule:

                    Number of Options             Date on which the Options
                    -----------------             -------------------------
                                                  are Exercisable
                                                  ---------------

                         25,000                        March 1, 1997
                         25,000                        June 1, 1997
                         25,000                        September 1, 1997
                         25,000                        December 1, 1997
                         25,000                        March 1, 1998
                         25,000                        June 1, 1998
                         25,000                        September 1, 1998
                         25,000                        December 1, 1998


                    (2)  Except as provided in Paragraph 16(e) herein, all
                         Stock Options which are not exercised prior to
                         March 1, 1999 will expire.  All unvested Stock
                         Options as of January 27, 1997 shall be forfeited.

                    (3)  In the event Mr. C. Robert Cusick or Mr. F.
                         Michael Warren exercise, within one calendar
                         quarter, currently held stock options in an amount
                         greater than the quarterly exercisable amount set
                         forth above in Paragraph 4(c)(1) above, the
                         Company will notify Mr. Tholen in writing of this
                         fact within 10 business days of the exercise of
                         the stock options.  Mr. Tholen will then have the
                         right to immediately exercise Stock Options he
                         currently holds in an amount equal to the amount
                         exercised by Mr. Cusick or Mr. Warren.

                    (4)  Except as modified herein, Mr. Tholen will have
                         all rights and benefits as other stock option
                         holders, as set forth in the 1993 Amended and
                         Restated Employee Equity Incentive Plan.


               (d)  Mr. Tholen has elected to continue his group health
                    medical coverage under the Company's health benefits
                    continuation coverage option.  The Company agrees to
                    pay (subject to reimbursement as outlined below) the
                    applicable premiums on Mr. Tholen's behalf for family
                    coverage through August 31, 1998 (unless Mr. Tholen
                    becomes covered under another employer's group health
                    plan, in which case continued group coverage under the
                    Company's plans shall cease).  Mr. Tholen will
                    reimburse the Company for these Company-paid premiums
                    through quarterly deductions from his severance
                    payments, beginning with the first severance payment
                    due on March 3, 1997.

               (e)  Mr. Tholen may retain the following Company equipment
                    currently in his possession: the office furniture which
                    was located in his office in Atlanta, a facsimile
                    machine and cellular phones.  All other Company
                    equipment in Mr. Tholen's possession, including,
                    without limitation, all Company-issued keys, documents,
                    credit cards, and records shall be returned to the
                    Company as of January 27, 1997.

               (f)  Mr. Tholen may retain possession of the automobile
                    leased at the Company's expense for Mr. Tholen's
                    personal and business use until July 31, 1997.  The
                    Company will maintain the present insurance policy on
                    the vehicle throughout this period.  The Company will
                    pay any ad valorem tax liability.  Mr. Tholen is
                    responsible for all fuel and maintenance costs for the
                    vehicle.  The vehicle shall be returned to the Company
                    in good working condition, normal wear and tear
                    excepted, no later than July 31, 1997.

               (g)  In lieu of outplacement services, secretarial and
                    clerical assistance, reimbursement for the costs of
                    financial, tax and estate planning, the Company shall
                    pay Mr. Tholen $25,000 on or before February 3, 1997 to
                    cover the cost of all such services and incidental
                    expenses. 

               (h)  The Company shall pay Mr. Tholen's legal expenses up to
                    the amount of $20,000.  Such amount will be payable to
                    Wilson, Strickland & Benson, P.C. no later than
                    February 3, 1997.  Payment of these fees and expenses
                    is contingent upon the full execution of this Agreement
                    and receipt by the Company of a statement for services
                    detailing hours worked, hourly rates charged and
                    expenses incurred.

               (i)  The indemnity agreement by and between the Company and
                    Mr. Tholen, dated as of the 30th day of June, 1993,
                    shall not be terminated by this Agreement, and
                    accordingly, Mr. Tholen shall continue to receive
                    indemnity coverage in accordance with the terms of such
                    agreement.  Additionally, so long as the Company
                    maintains Directors and Officers liability insurance
                    coverage, Mr. Tholen is eligible for coverage and will
                    continue to be covered for all acts or omissions to act
                    while he was an officer and director of the Company.

               (j)  The press release attached as Exhibit B to this
                    Agreement will be issued within one business day after
                    January 27, 1997.

               (k)  In the event Mr. C. Robert Cusick and Mr. Michael
                    Warren cease to be employed by the Company for any
                    reason or there is a Change in Control as defined in
                    their respective Employment Agreements, the severance
                    payments listed above in 4(a) and the bonus payments
                    listed in 4(b) will become due and payable and the
                    options listed in 4(c) will become immediately
                    exercisable with the effective date of Mr. Cusick's and
                    Mr. Warren's cessation of employment.

               (l)  The Company acknowledges and agrees that Mr. Tholen is
                    entitled to payment of all amounts under this Paragraph
                    4 and to receive all benefits under this Agreement,
                    notwithstanding any future employment which may be
                    obtained by Mr. Tholen, so long as such employment is
                    not in violation of this Agreement and/or Section 6
                    (Confidential Information); Section 7.01 (Non-
                    Competition); Section 7.02 (Agreement Not to Solicit
                    Customers) and Section 7.03 (Agreement Not to Solicit
                    Employees) of his Employment Agreement as determined
                    under Paragraph 16 of this Agreement.

               (m)  If Mr. Tholen dies prior to the payment of all amounts
                    due and owing to him under the terms of this Agreement,
                    such amounts shall be paid to such beneficiary or
                    beneficiaries as Mr. Tholen may have last designated in
                    writing filed with the Chief Financial Officer of the
                    Company or as provided under applicable benefit plans
                    or programs or if Mr. Tholen has made no beneficiary
                    designation to Mr. Tholen's estate.  Such designated
                    beneficiary or the executor of his estate, as the case
                    may be, may exercise all of Mr. Tholen's rights
                    hereunder.  If any beneficiary designated by Mr. Tholen
                    shall predecease Mr. Tholen, the designation of such
                    beneficiary shall be deemed revoked, and any amounts
                    which would have been payable to such beneficiary shall
                    be paid to Mr. Tholen's estate.  If any designated
                    beneficiary survives Mr. Tholen but dies before payment
                    of all amounts due hereunder, such payments shall,
                    unless Mr. Tholen has designated otherwise, be made to
                    such beneficiary's estate.

          5.   [This paragraph is intentionally omitted due to confidential
               nature.]

          6.   (a)  As further consideration for the Severance Compensation
                    provided in Paragraph 4 of this Agreement, to which Mr.
                    Tholen is otherwise not entitled (and he expressly
                    acknowledges the same) Mr. Tholen agrees to, and hereby
                    does unconditionally release, discharge and hold
                    harmless the Company from each and every action, claim,
                    right, liability, or demand of any kind or nature that
                    he had, has now or might hereafter claim to have
                    against the Company, known or unknown, in connection
                    with his employment relationship, the termination of
                    his employment relationship, and the surrounding
                    circumstances thereof that are based on facts in
                    existence on or before the effective date of this
                    Agreement (collectively referred to as "Released
                    Claims").  Specifically included in Mr. Tholen's
                    release, discharge and hold harmless are all employment
                    claims and other claims including but not limited to,
                    those arising under the Fair Labor Standards Act, the
                    Employee Retirement Income Security Act, the Civil
                    Rights Act of 1866 and 1964, the Rehabilitation Act,
                    the Equal Pay Act, the Vietnam Era Veteran's
                    Readjustment Assistance Act, the Occupational Safety
                    and Health Act, the Immigration Reform and Control Act,
                    the Americans With Disabilities Act, the Employee
                    Polygraph Protection Act, the Age Discrimination in
                    Employment Act, the Older Worker's Benefits Protection
                    Act (which Acts and laws prohibit discrimination based
                    upon race, sex, color, national origin, religion, age,
                    disability, citizenship status, and veteran status,
                    among others) and any other federal, state or local
                    laws, regulations, ordinances, or common law theories
                    of recovery.

               (b)  Without limitation of the foregoing, and for purposes
                    of this waiver and release, the term "Company" as used
                    in this section shall specifically include each of the
                    entities and individuals set forth on Exhibit A
                    attached hereto.

          7.   The Company agrees to indemnify, defend and hold Mr. Tholen
          harmless against any and all claims, actions or causes of action,
          assessments, investigations, arbitrations, proceedings of an
          administrative nature, suits, awards, judgments, decrees,
          settlements, court costs at both trial and appellate levels,
          losses, damages, liabilities, costs and expenses of any nature
          whatsoever, including, without limitation, fines, interest,
          taxes, penalties, and actual attorneys fees and expenses,
          asserted against, resulting to, imposed upon or incurred by Mr.
          Tholen, directly or indirectly, by reason of or resulting from
          actions taken by Mr. Tholen on behalf of the Company within the
          scope of his employment or in furtherance of his duties as an
          officer or director of the Company.  This agreement includes any
          and all such claims which may be brought by the Company and/or
          any person or entity listed on Exhibit A of this agreement.

          8.   Mr. Tholen and the Company hereby expressly acknowledge that
          they or their attorneys may hereafter discover Claims presently
          unknown or unsuspected or facts different from or in addition to
          those which they now know or believe to be true with respect to
          the subject matter of this Agreement, or any part thereof, and
          Mr. Tholen and the Company agree that this Agreement and the
          releases herein given shall be and remain in full force and
          effect in all respects, notwithstanding the discovery or
          existence of such different or additional facts and/or Claims.

          9.   Mr. Tholen represents and warrants that (i) he has not filed
          any complaints, charges or lawsuits against the Company or the
          Company's Affiliates, as listed on Exhibit A of this Agreement,
          and (ii) he is the sole and lawful owner of all rights, title and
          interest in and to the Released Claims herein, and has not
          heretofore assigned or transferred or purported to assign or
          transfer to any other person any rights or interests in or to any
          such Released Claims or any part or portion of any of such
          Released Claims.

          10.  The Company and Mr. Tholen acknowledge and agree that the
          terms and provisions of this Agreement were made in confidence
          and shall remain confidential, except for any disclosures which
          may be required by applicable law, rule, regulation or generally
          accepted accounting practice, including any rules of applicable
          stock exchanges and other self-regulatory organizations
          (collectively, "Laws"), and except as otherwise required to
          comply with the provisions of this Agreement, and that they each
          shall not disclose or cause or allow to be disclosed, privately
          or publicly, any of the terms or provisions of this Agreement to
          any person or entity, except to their respective counsel,
          financial advisors, or agents.  Furthermore, Mr. Tholen may
          disclose the terms and provisions of this Agreement to his
          spouse.  No prior notice shall be required in connection with any
          party's disclosure in connection with its required compliance
          with applicable Laws.  In addition, notwithstanding the
          foregoing, any party shall be permitted to submit this Agreement
          as evidence in any proceeding, including, without limitation, in
          connection with any dispute between the parties.

          11.  Mr. Tholen agrees to refrain from making, and the Company
          agrees to instruct its officers, directors, employees and agents
          to refrain from making, any negative, detracting or unfavorable
          statements concerning each other, and their respective businesses
          or business endeavors.  Mr. Tholen agrees and promises not to
          undertake any harassing or disparaging conduct directed at the
          Company.  The Company agrees to instruct its officers, directors,
          employees and agents not to undertake any harassing or
          disparaging conduct directed at Mr. Tholen.

          12.  Mr. Tholen agrees and acknowledges that, upon the execution
          and performance of this Agreement, the Company has no further
          obligation with respect to Mr. Tholen other than as explicitly
          provided in this Agreement.

          13.  The provisions of the Employment Agreement set forth under
          the following headings thereof are not terminated, but shall
          continue to apply to Mr. Tholen in accordance with the terms of
          such provisions: Section 6 (Confidential Information); Section
          7.01 (Non-Competition); Section 7.02 (Agreement Not to Solicit
          Customers) and Section 7.03 (Agreement Not to Solicit Employees). 
          Each of such provisions is hereby incorporated herein by
          reference and shall be deemed to be included within this
          Agreement.

               For purposes of Employee's Non-Competition obligations only,
          the following list represents those companies and/or individuals
          in which the Company believes it engages in direct competition:

          Digene Corporation
          Visible Genetics, Inc.
          GenProbe
          National Genetics Institute
          Chiron Corporation
          Dr. Doug Richmond
          Johnson & Johnson Diagnostics
          Innogenetics, N.V.
          Roche
          BioStar, Inc.
          Abbott Laboratories
          Organon
          Third Wave Technologies
          Biochem Immunosystems
          Ortho Diagnostics
          Institute Pasteur
          Genelabs
          U.B.I.
          Sorin

          14.  Mr. Tholen understands that his breach of Paragraph 13 of
          this Agreement will cause the Company irreparable harm which will
          not be adequately compensated by money damages.  Accordingly, in
          the event of a breach or threatened breach of Paragraph 13 of
          this Agreement by Mr. Tholen or others acting with Mr. Tholen or
          at his direction, Mr. Tholen agrees that the Company will be
          entitled immediately to seek and obtain a temporary restraining
          order and preliminary and permanent injunction against such acts
          of breach, in addition to all other remedies available to the
          Company.

          15.  (a)  In any action or arbitration brought by the Company to
                    enforce any provision of this Agreement or any
                    provision of the Employment Agreement which survives by
                    virtue of Paragraph 13 of this Agreement: (i) the
                    Company shall be entitled to recover from Mr. Tholen
                    its reasonable attorneys fees, costs and expenses
                    incurred, including those incurred in any appeal, in
                    asserting any claim as to which it is finally
                    adjudicated that the Company is entitled to substantive
                    relief; and (ii) Mr. Tholen shall be entitled to
                    recover from the Company his reasonable attorneys'
                    fees, costs and expenses incurred, including those
                    incurred in any appeal, in defending or otherwise
                    resisting any claim asserted by the Company as to which
                    the Company is finally adjudicated not to be entitled
                    to substantive relief.

               (b)  In any action or arbitration brought by Mr. Tholen to
                    enforce any provision of this Agreement: (i) Mr. Tholen
                    shall be entitled to recover from the Company his
                    reasonable attorneys' fees, costs and expenses
                    incurred, including those incurred in any appeal, in
                    asserting any claim as to which he is finally
                    adjudicated to be entitled to substantive relief; and
                    (ii) the Company shall be entitled to recover from Mr.
                    Tholen its reasonable attorneys' fees, costs and
                    expenses incurred, including those incurred in any
                    appeal, in defending or otherwise resisting any claim
                    asserted by Mr. Tholen as to which Mr. Tholen is
                    finally adjudicated not to be entitled to substantive
                    relief.

          16.  Mr. Tholen shall receive all payments and benefits to which
          he is entitled pursuant to this Separation Agreement and any
          other Agreement between the parties which survives this Agreement
          (including specifically any Stock Options and all rights as a
          shareholder) ("Payments and Benefits") until any Payments and
          Benefits are suspended or terminated pursuant to the provisions
          of this Section 16. 

               (a)  Before taking any action to suspend or terminate any
                    payments or other benefits due to Mr. Tholen, the
                    Company shall give Mr. Tholen written notice of any
                    alleged material breach by Mr. Tholen of this
                    Separation Agreement or any provision of the Employment
                    Agreement which survives by virtue of Paragraph 13 of
                    this Agreement ("Material Breach").  Mr. Tholen shall
                    have three business days after actual receipt of such
                    notice (not counting the day of receipt) in which to
                    cure any Material Breach and, upon so doing, shall be
                    entitled to continue to receive all Payments and
                    Benefits.

               (b)  If the Company reasonably believes that Mr. Tholen
                    continues to be in Material Breach after the expiration
                    of the period provided for in 16(a) above, it may
                    submit to binding arbitration before the American
                    Arbitration Association ("AAA") the issue of whether
                    Mr. Tholen continues in Material Breach.  The
                    controversy shall be settled by arbitration
                    administered by AAA under its Employment Dispute
                    Resolution Rules or such other rules as may be
                    designated by AAA as applicable.  Judgment on the award
                    rendered by the Arbitrator(s) may be entered in any
                    court having jurisdiction thereof.

               (c)  During the pendency of an arbitration concerning an
                    alleged Material Breach as set forth above, the Company
                    shall pay all amounts due to Mr. Tholen into escrow
                    pursuant to an escrow agreement in the form attached
                    hereto as Exhibit "C" as such may have been modified or
                    amended (the "Escrow Agreement") and may suspend any
                    benefits due to Mr. Tholen in accordance with Sections
                    4(a),(b),(c),(k) and (m) of this Agreement, including
                    any future extension of the termination date of Stock
                    Options.  The Company's acting in accordance with this
                    Section 16(c) shall not limit Mr. Tholen's obligations
                    under this Agreement.

               (d)  Any amounts paid into escrow by the Company pursuant to
                    Section 16(c) above shall be administered and disbursed
                    in accordance with the Escrow Agreement.

               (e)  Mr. Tholen and the Company agree to be bound by the
                    decision of the Arbitrator on the issue of whether
                    there has been a Material Breach.  If the Arbitrator
                    finds that there has been a Material Breach by Mr.
                    Tholen, the Company shall be entitled to return of the
                    payments it made pursuant to the Escrow Agreement.  If
                    the Arbitrator finds that there has not been a Material
                    Breach by Mr. Tholen, Mr. Tholen shall be entitled to
                    receive the funds paid pursuant to the Escrow Agreement
                    and any future funds which he is entitled to receive
                    pursuant to this Agreement.  Additionally, if the
                    Arbitrator finds there has not been a Material Breach
                    by Mr. Tholen, all Stock Options which would have
                    previously been exercisable by Mr. Tholen in the
                    absence of Material Breach shall become immediately
                    exercisable.  Notwithstanding any option expiration or
                    termination date otherwise established, the Company
                    shall extend the termination date of Mr. Tholen's
                    remaining, unexercised Stock Options for a period of
                    time which equals the period of time from suspension of
                    the exercise date of Stock Options to the date of the
                    Arbitrator(s) decision in favor of Mr. Tholen, so long
                    as such date does not extend past March 4, 2001.

          17.  Mr. Tholen shall return all confidential business
          information no later than January 27, 1997.  Such information
          includes, but is not limited to, business plans, business
          reports, business forecasts, printouts, photographs, manuals, and
          any other record, document or information relating to the Company
          and its business.  Further, Mr. Tholen agrees not to take,
          procure, photocopy, or copy any property of the Company unless
          specifically approved by the Company's Chairman or Vice-Chairman
          or specifically addressed in this Agreement.

          18.  Any and all notices or other communications which either
          party shall be required or may elect to provide the other party
          pursuant to this Agreement shall be in writing unless otherwise
          agreed.  Any notice or communication hereunder shall be
          personally delivered or sent by certified, registered or express
          mail, postage prepaid, return receipt requested, to the other
          party at the applicable address set forth below.

               If to the Company:  International Murex Technologies
                                    Corporation
                                   650 Woodlawn Road West
                                   Unit 17-18
                                   Guelph, Ontario N1K 1B8
                                   Attention: Chairman of the Board

               If to Mr. Tholen:   Mr. J. David Tholen
                                   2080 Spalding Dr.
                                   Atlanta, GA  30350

               Any party may change the address to which notices are to be
               addressed by giving the other party notice in the manner
               provided in this Paragraph 18.

          19.  This Agreement shall be binding upon, and inure to the
          benefit of, the parties hereto and, as applicable, their
          respective heirs, executors, administrators, representatives,
          successors and assigns.

          20.  No breach of any provision hereof can be waived unless in
          writing.  Waiver of any one breach shall not be deemed to be a
          waiver of any other breach of the same or any other provision
          hereof.  This Agreement may be amended only by a written
          agreement executed by the parties hereto.  Both parties agree
          that time is of the essence in this Agreement.

          21.  Each party is fully aware of the contents of this Agreement
          and of its legal effect and has obtained such legal advice as he
          or it deems appropriate.  The Company hereby urges Mr. Tholen to
          enter into this Agreement only after having obtained advice of
          legal counsel.  Mr. Tholen acknowledges that he has been given
          twenty-one (21) days to consider this Agreement which he agrees
          is sufficient time and opportunity to review this Agreement and
          that he has been given sufficient time and opportunity, and
          indeed has been encouraged by the Company, to consult with his
          own attorney regarding his rights under this Agreement, and has
          obtained such legal advice as he deemed appropriate.  Further,
          this Agreement may be revoked by Mr. Tholen within the seven (7)
          day period following his execution of this Agreement by giving
          written notice of such revocation to the Company.  If this
          Agreement is not revoked within seven (7) days of its execution
          by Mr. Tholen, it then immediately becomes effective and
          enforceable.  That date which is seven (7) days after the
          execution of this Agreement by the Mr. Tholen shall be referred
          to herein as the "effective date" except as to effective dates
          which are otherwise specifically established in this Agreement.  

          22.  Other than as expressly set forth herein, this Agreement
          constitutes the entire understanding by and between the parties
          with respect to the subject matter hereof and shall supersede any
          prior agreements and understandings among the parties with
          respect to such subject matter.

          23.  No promise or inducement has been made or offered, except as
          herein set forth, and this Agreement is executed without reliance
          upon any statement or representation by any of the released
          parties or their representatives concerning the nature or extent
          of injuries or damages or legal liability therefor.

          24.  The warranties and representations of this Agreement are
          deemed to survive the date of execution hereof.

          25.  In the event any provision of this Agreement is held to be
          void, voidable or unenforceable in any respect, such provision
          shall be considered deleted herefrom and the remaining provisions
          shall remain in full force and effect.  In furtherance and not in
          limitation of the foregoing, should the duration or geographical
          extent of, or business activities covered by that which is valid
          or enforceable under applicable law, then such provision shall be
          construed to cover only that duration or extent or those
          activities which may be validly and enforceably covered.  Mr.
          Tholen and the Company acknowledge the uncertainty of the law in
          this respect and each expressly stipulates that this Agreement be
          given the construction which renders its provisions valid and
          enforceable to the maximum extent (not exceeding its express
          terms) possible under applicable law.  

          26.  Nothing contained in this Agreement shall be construed or
          treated as an admission of liability by either party hereto for
          any purpose.

          27.  Consideration provided in support of this Agreement is not
          and shall not be construed to be an admission of liability on the
          part of the Company.


          <PAGE>

               IN WITNESS WHEREOF, the undersigned have caused this
          Agreement to be executed as of the date of its execution by Mr.
          Tholen, as set forth below.


          "The Company"

          INTERNATIONAL MUREX                     J. DAVID THOLEN
          TECHNOLOGIES CORPORATION


           /s/ C. Robert Cusick                    /s/ J. David Tholen
          -------------------------               -----------------------
          By:
          Title:
          Date: 1/20/1997                         Date: January 20, 1997
               --------------------                    ------------------


          Frank Strickland, counsel to Mr. Tholen, has explained the facts
          and legal significance of this Agreement to Mr. Tholen, and by
          his signature does witness the acceptance of the same by Mr.
          Tholen.  Counsel further acknowledges that Paragraph 4 of this
          Agreement requires the Company to pay up to $20,000 for Mr.
          Tholen's attorney's fees, expenses, and costs, or other amounts
          due him or his firm in any and all matters in connection with the
          Released Claims against the Company arising out of his
          representation of Mr. Tholen.  After full payment by the Company
          of such fees and expenses, counsel on behalf of himself and his
          firm does hereby waive and release the Company, including any and
          all affiliated corporations, parent corporations, divisions,
          subsidiaries, both direct and indirect, successors and assigns of
          International Murex Technologies Corporation, from any and all
          further claims for such fees. 

           /s/ Frank Strickland
          -------------------------
          Signature

          Date: January 20, 1997
               --------------------

          <PAGE>

                                      EXHIBIT A
                                      ---------

          Murex Argentina, S.A.
          Murex Diagnostics Australia Pty. Limited
          Murex Diagnostics Corporation
          Murex Diagnostics International, Inc.
          Murex Diagnostics Ltda. (limited liability partnership)
          Murex Diagnostics, spol. sr.o.
          Murex Diagnostics A/S
          Murex Diagnostics S.A.
          Murex Diagnostics GmbH
          Murex Diagnostici S.p.A.
          IMTC Holdings Corporation (L) Limited
          IMTC Finance, B.V.
          IMTC Holdings B.V.
          Murex Diagnostics Benelux, B.V.
          Murex Diagnostics Pvt.
          Murex Diagnostics, S.A.
          IMTC Holdings (UK) Limited
          Murex Biotech Limited
          Specialist Diagnostics Limited (liquidation)
          IMTC Holdings, Inc.
          Murex Diagnostics, Inc.
          Murex Medical Research Corporation
          Technology License Corporation
          IMTC Technologies, Inc.
          C. Robert Cusick
          F. Michael P. Warren, Q.C.
          Thomas L. Gavan, M.D.
          Norbert J. Gilmore, M.D., Ph.D.
          Jay A. Lefton, Esq.
          Stanley E. Read, M.D., Ph.D.
          Victor A. Rice
          Austin G.E. Taylor
          J. Trevor Eyton
          Hartland M. MacDougall
          Steven C. Ramsey
          Jill A. Gilmer
          Richard D. Strayer, Jr.
          Proteus BioResearch Corporation
          Hygeia Diagnostics Corporation
          QGB Investments Limited
          Estate of Edward J. DeBartolo, Sr.
          Edward J. DeBartolo, Jr.
          University of Notre Dame
          Citicorp
          Citibank, N.A.


          <PAGE>

                                      EXHIBIT B

          J. DAVID THOLEN RESIGNS FROM INTERNATIONAL MUREX'S
          BOARD OF DIRECTORS

          TORONTO,   ONTARIO,   January  24,   1997,   International  Murex
          Technologies Corporation (Nasdaq: MURXF) today announced J. David
          Tholen  has resigned from the  Company's Board of  Directors.  On
          December 1, 1996,  in order  to pursue  other opportunities,  Mr.
          Tholen  also  resigned  as  Chief  Executive  Officer  (CEO)  and
          President of the Company.  As previously announced, the Company's
          Vice Chairman,  C.  Robert  Cusick, has  been  appointed  to  Mr.
          Tholen's former positions with the Company.

          "We  wish Dave  Tholen  well  in  his future  endeavors,"  stated
          Michael  Warren,  Chairman  of International  Murex  Technologies
          Corporation.

          International  Murex  Technologies  Corporation is  a  vertically
          integrated, medical diagnostic products company that through  its
          subsidiaries  is  dedicated  to  the  research,  manufacture  and
          marketing of products for the detection, monitoring and screening
          of infectious diseases and other medical conditions.  The Company
          manufactures  and  markets on  a  worldwide basis  more  than 600
          products.   Murex  has marketing  and distribution  activities in
          more than 100 countries, with  direct local representatives in 35
          leading markets.


                                         ###



          This  press  release   contains  or  refers   to  forward-looking
          information including future  revenues, products, and income  and
          is  based  upon current  expectations  that involve  a  number of
          business  risks and uncertainties.  Among  the factors that could
          cause  actual  results to  differ  materially  from any  forward-
          looking statement include, but  are not limited to, technological
          innovations of  competitors, changes in health  care regulations,
          litigation  claims,  changes in  foreign  economic conditions  or
          currency   translation,   product  acceptance,   or   changes  in
          government regulation of the Company's products, as well as other
          factors  discussed  in  the  Company's  Securities  and  Exchange
          Commission filings.