EMPLOYMENT AGREEMENT
                                 --------------------

               AGREEMENT, dated this 1st day of August, 1997, by and
          between INTERNATIONAL MUREX TECHNOLOGIES CORPORATION,
          incorporated under the laws of the Province of British Columbia
          (the "Company"), and C. ROBERT CUSICK ("Executive").

               WHEREAS, the Company and Executive previously entered into
          an Employment Agreement dated January 1, 1995; and

               WHEREAS, the term of the employment relationship created by
          such Employment Agreement has not expired; and

               WHEREAS, the Company and Executive desire to amend and
          restate the terms and conditions of their employment relationship
          as it relates to the period subsequent to 1 August, 1997.

               NOW THEREFORE, in consideration of the foregoing and the
          mutual agreements contained herein, the Company and Executive
          agree as follows:

               1.   Employment.  The Company hereby employs Executive, and
                    ----------
          Executive accepts such employment and agrees to perform services
          for the Company, for the period and upon the other terms and
          conditions set forth in this Agreement.

               2.   Term.  The initial term of Executive's employment
                    ----
          hereunder shall be for a period of three (3) years, commencing as
          of 1 August 1997 (the "Commencement Date"), subject to earlier
          termination as hereinafter specified in Section 8.  At each
          anniversary date of the Commencement Date (each a "Renewal
          Date"), the then remaining term of this Agreement shall be
          extended for an additional one-year period unless either party
          hereto shall have provided written notice to the other party of
          such non-renewal of this Agreement on or within three (3) months
          before such Renewal Date.  In the event that either party shall
          provide the other party with written notice of non-renewal of
          this Agreement, this Agreement shall not be extended as of any
          subsequent Renewal Date but shall remain effective in accordance
          with its terms (subject to termination in accordance with Section
          8 hereof) until the end of the then current term of this
          Agreement.  A non-renewal of this Agreement in accordance with
          this Section 2 shall not constitute a termination of this
          Agreement for the purpose of Sections 5 or 8 hereof.

               3.   Position and Duties.
                    -------------------
                    3.01.  Service with the Company.  During the Term of
                           ------------------------
          this Agreement, Executive shall serve as, and his title shall be,
          Vice Chairman of the Company or such other position as Executive
          and the Board of Directors shall from time to time agree.  In
          such position, Executive agrees to perform such executive
          employment duties consistent with such position as the Board of
          Directors of the Company shall assign to him from time to time. 
          Executive also agrees to serve, during the Term hereof, as
          requested by the Board, and without any additional compensation,
          as a Director of the Company and as an executive officer and/or
          director of any corporations affiliated with the Company.  The
          compensation payable to Executive herein shall be paid by the
          Company or by a subsidiary of the Company as designated by
          Executive.

                    3.02.  Performance of Duties.  Executive agrees to
                           ---------------------
          serve the Company faithfully and to the best of his ability and
          to devote the time, attention and efforts necessary to advance
          the business and affairs of the Company during the Term of this
          Agreement.  It is understood and agreed that Executive may pursue
          personal investments requiring time commitments that do not
          conflict with his obligations to the Company, including those in
          the preceding sentence.  Executive hereby confirms that he is
          under no contractual commitments inconsistent with his
          obligations set forth in this Agreement, and that during the Term
          of this Agreement, he shall not render or perform services, or
          enter into any contract to do so, for any other corporation,
          firm, entity or person which are inconsistent with the provisions
          of this Agreement.

               4.   Compensation.
                    ------------

                    4.01.  Base Salary.  As compensation for all services
                           -----------
          to be rendered by Executive under this Agreement, the Company
          shall pay to Executive an initial base annual salary (the "Base
          Salary") of U.S. $265,000, which salary shall be paid in
          semi-monthly installments in accordance with the Company's normal
          payroll procedures and policies.  The base salary shall be
          increased on January 1, 1998 and on each January 1 thereafter by
          the percentage equal to the percentage increase in the Consumer
          Price Index maintained by the United States Bureau of Labor
          Statistics for the Atlanta, Georgia metropolitan area or an
          equivalent index (the "Index") as of January 1 of such year over
          the Index for the immediately preceding January 1.  Should the
          Index be modified or discontinued, appropriate adjustment shall
          be made to reflect such modification or to refer to a similar
          index.  Additionally, Executive's Base Salary shall be reviewed
          annually and may be increased by an amount to be determined by
          the Compensation/Option Committee (the "Committee") on the basis
          of Executive's performance.

                    4.02.  Incentive Compensation.  In addition to the Base
                           ----------------------
          Salary described in Section 4.01, Executive shall be eligible to
          receive incentive compensation pursuant to the Senior Management
          Incentive Plan as approved by the Committee or such other plans
          as may from time to time be available.

                    4.03.  Deferral of Compensation.  Executive shall be
                           ------------------------
          entitled to elect to defer the receipt of up to seventy five
          percent (75%) of his Base Salary and Incentive Compensation for
          each calendar year during which this Agreement is in effect. 
          Executive shall make the election to defer his compensation for a
          calendar year by giving written notice to the Company of his
          desire to do so in writing no later than December 31 of the
          immediately preceding calendar year.  In the event that Executive
          elects to defer the payment of any compensation due hereunder in
          the manner contemplated by this Section 4.03, the terms and
          conditions set forth in Exhibit A hereto with respect to the
                                  ---------
          circumstances under which Executive shall be entitled to the
          payment of the deferred compensation as well as the interest
          earned thereon and the timing and method of those payments shall
          be applicable.  Also, in such event, each of the periodic
          payments of Executive's Base Salary for any year in which
          Executive has elected to defer receipt of a portion of his Base
          Salary shall be reduced by the percentage amount of his total
          Base Salary which he has elected to defer.

                    4.04.  Participation in Benefit Plans.  Executive shall
                           ------------------------------
          also be entitled, to the extent that his position, title, tenure,
          salary, age, health and other qualifications make him eligible,
          to participate in all employee benefit plans or programs
          (including medical/dental and life insurance, retirement pension,
          stock option incentives, vacation time, sick leave and holidays)
          of the Company currently in existence on the date hereof or as
          may hereafter be instituted from time to time.  Executive's
          participation in any such plan or program shall be subject to the
          provisions, rules and regulations applicable thereto.

                    4.05.  Expenses.  In accordance with the Company's
                           --------
          policies established from time to time, the Company shall pay or
          reimburse Executive for all reasonable and necessary
          out-of-pocket expenses incurred by him in the performance of his
          duties under this Agreement, subject to the timely presentment of
          appropriate vouchers and receipts.

                    4.06.  Car Allowance.  The Company shall provide
                           -------------
          Executive with a car or pay a car allowance in amount recommended
          by the Executive Committee and approved by the Committee.

                    4.07.  Vacation.  Executive will be also be entitled to
                           --------
          the highest number of vacation days with full pay during each
          twelve months in which this Agreement is in effect as are
          available to any other key employees of the Company or its
          subsidiaries, without any reduction based upon length of service
          to the Company.

                    4.08.  Club and Professional Dues.  During the term of
                           --------------------------
          this Agreement, Executive will be entitled to the
          club/professional society membership dues and monthly charges and
          an annual physical examination by the physician of Executive's
          choice.  Amounts paid for club/professional society membership
          dues and monthly charges shall not exceed US $5,000 annually.  In
          the event that Executive is required to pay any tax on such
          reimbursement, the amount to be reimbursed to Executive shall be
          grossed up by such amount as shall ensure that Executive receives
          the same amount as he would have received had not such tax been
          payable.                                                          
                    4.09.  Double Tax Liability.  In the event that in any
                           --------------------
          year during the term of this Agreement Executive is required to
          pay income taxes on any portion of his income for that year both
          to the United States and to the United Kingdom, the Company shall
          pay to Executive the amount which, after taking into account the
          taxes required to be paid by Executive as a result of Executive's
          receipt of such payment from the Company, shall cause Executive's
          after-tax return on his income to equal the amount which would
          have been available to Executive had no United Kingdom taxes been
          due with respect to such income.  The amounts due from the
          Company pursuant to the immediately preceding sentence shall be
          determined by Executive's tax return preparer, shall take into
          account any foreign tax credits or other credits and deductions
          allowed against his United States tax liability, and shall be
          paid to Executive no later than fifteen (15) days following the
          date on which Executive files the first tax return in which the
          income subject to taxation in both the United States and the
          United Kingdom is reported in any year, or within fifteen days
          following the date on which the relevant taxing authority
          determines that Executive's income is subject to taxation both in
          the United States and in the United Kingdom, as the case may be.

                    4.10.  Tax  and Estate Planning.  The Company agrees to
                           ------------------------
          reimburse Executive for the cost of financial, tax and estate
          planning for each 365-day period in which this Agreement is in
          effect in amount not to exceed US $3,000 for each 365-day period. 
          In the event that Executive is required to pay any tax on such
          reimbursement, the amount to be reimbursed to Executive shall be
          grossed up by such amount as shall ensure that Executive receives
          the same amount as he would have received had not such tax been
          payable.

                    4.11.  Additional Benefits.  During the term of this
                           -------------------
          Agreement, Executive shall be entitled to participate in all
          present and future employee benefit plans and all other
          compensation and benefit plans, programs and structures as may
          from time to time be made available by the Company to all other
          key corporate executives of the Company, and on terms and
          conditions no less favorable than those generally available to
          other such employees.  In the event that the Company elects to
          obtain key man life insurance insuring Executive, Executive shall
          make himself available for the necessary physical examinations
          and shall cooperate in all other respects with the Company's
          efforts to obtain such insurance.

               5.   Compensation upon Termination.
                    -----------------------------   
                    (a)  In the event this Agreement is terminated pursuant
          to Subsection 8.01(a) hereof, in addition to any benefits to
          which Executive may then or following the termination of his
          employment be entitled under any other applicable policy or plan
          of the Company then in effect (including basic life insurance
          which coverage equals two times annual salary, and survivor
          benefits which provide Accidental Death & Dismemberment for each
          employee at two times the annual salary), the Company shall pay
          to Executive's estate his Base Salary, incentive compensation and
          benefits due through the effective date of termination.  In the
          event that such termination occurs on any date other than the
          last day of the fiscal year, the incentive compensation shall be
          based upon the performance goals achieved at the end of the
          fiscal year, but shall be prorated based upon the number of days
          which have elapsed in the fiscal year through the date of
          termination.  Payment of this incentive compensation, or the
          release of any stock representing incentive compensation, due
          under this Section 5(a) shall be made no later than 120 days
          following the end of the fiscal year with respect to which it is
          being paid.  Payment of all other amounts under this Section 5(a)
          shall be made not later than the 30th day following the effective
          date of termination.  Executive's estate shall be entitled to
          receive an amount equal to twenty-four (24) times his then
          current monthly Base Salary.

                    (b)  In the event this Agreement is terminated pursuant
          to Subsection 8.01(b)(i) hereof, Executive or his representative
          shall be entitled to receive an amount equal to twenty-four (24)
          times his then current monthly Base Salary, less any disability
          insurance benefits payable to Executive during such twenty-four
          month period from disability policies provided by the Company.

                    (c)  In the event this Agreement is terminated pursuant
          to Subsection 8.01(b)(ii) or (iii) hereof, Executive shall not be
          entitled to any compensation other than his then current Base
          Salary which has accrued through his date of termination, subject
          to the Company's right of offset based upon acts of Executive
          which gave rise to the termination.

                    (d)  In the event that Executive is terminated pursuant
          to Subsection 8.01(c) hereof, Executive shall be entitled to a
          severance allowance equal to the greater of (i) his Base Salary
          for all months remaining in his then current term, or (ii) his
          then current monthly Base Salary for twenty-four (24) months.

                    (e)  Subject to Section 5(a), payments or the release
          of stock representing incentive compensation to Executive
          pursuant to this Section 5 shall be made in either a lump-sum
          payment or, at the sole discretion of the Company, in four (4)
          equal payments within six (6) months of termination of the
          Agreement.

                    (f)  In the event that Executive is terminated pursuant
          to Subsections 8.01(a), 8.01(b)(i) or 8.01(c) hereof, the
          expiration dates of Executive's options currently outstanding
          pursuant to any of the Company's stock option plans will extended
          twenty-four (24) months from the date of such termination.

               6.   Confidential Information.  Except as permitted or
                    ------------------------
          directed by the Company's Board of Directors, Executive shall not
          during the Term of this Agreement or at any time thereafter
          divulge, furnish or make accessible to anyone for use in any way
          (other than in the ordinary course of the business of the
          Company) any confidential or secret knowledge or information of
          the Company (for the purposes of Sections 6 through 8 hereof, the
          term "Company" shall be deemed to include any subsidiary or
          affiliate of the Company) which Executive has acquired or become
          acquainted with or will acquire or become acquainted with prior
          to the termination of the period of his employment by the
          Company, whether developed by himself or by others, concerning
          any trade secrets, confidential or secret designs, processes,
          formulae, plans, devices or material (whether or not patented or
          patentable) directly or indirectly useful in any aspect of the
          business of the Company, and confidential customer or supplier
          lists of the Company, any confidential or secret development or
          research work of the Company, or any other confidential or secret
          aspects of the business of the Company.  Executive acknowledges
          that the above-described knowledge or information constitutes a
          unique and valuable asset of the Company acquired at great time
          and expense by the Company and its predecessors, and that any
          disclosure or other use of such knowledge or information other
          than for the sole benefit of the Company would be wrongful and
          would cause irreparable harm to the Company.  Both during and
          after the Term of this Agreement, Executive shall refrain from
          any acts or omissions that would reduce the value of the use of
          such knowledge or information to the Company.  The foregoing
          obligations of confidentiality, however, shall not apply to any
          knowledge or information which is now published or which
          subsequently becomes generally publicly known, other than as a
          direct or indirect result of the breach of this Agreement by
          Executive. 

               7.   Non-Competition, Solicitation of Customers,
                    -------------------------------------------
                    Solicitation of Employees.
                    -------------------------

                    7.01.  Non-Competition.
                           ---------------
                    (a)  Executive agrees that, during the period of his
          employment hereunder and for a period of one (1) year following
          the termination of such employment, he shall not directly engage
          in competition with the Company within the "Territory" (as
          hereinafter defined) in any management capacity in any phase of
          the Company's business of developing, manufacturing,
          distributing, marketing, leasing or selling any of the products
          which the Company is in the business of developing,
          manufacturing, distributing, marketing, leasing to others or
          selling (the "Competitive Areas") during the Term of this
          Agreement or which the Company has definitive plans to develop,
          manufacture or market.

                    (b)  The "Territory" shall be that area throughout the
          world in which the Company presently markets its products.  This
          Agreement shall be deemed automatically amended without the need
          of further action by any party to add to any new countries or
          parts thereof where after the date hereof and prior to the
          termination of Executive's employment the Company begins to
          market its products and to delete any countries after no Company
          products have been sold there for a period of six months.

                    (c)  The restrictions in this Section 7 shall not apply
          with respect to (i) a passive investment by Executive of less
          than 5% of the outstanding shares of capital stock of any
          corporation, or (ii) employment by Executive with an entity in a
          management capacity in an area of business which is not, directly
          or indirectly, a Competitive Area.

                    7.02.  Agreement Not to Solicit Customers.  Executive
                           ----------------------------------
          agrees that during his employment by the Company hereunder and
          for the two (2) year period following the termination of such
          employment, he shall not, without the prior written consent of
          the Company, within the Territory, either directly or indirectly,
          on his own behalf or in the service or on behalf of others,
          solicit, divert or appropriate, or attempt to solicit, divert or
          appropriate, to any competing business any person or entity whose
          account with the Company was sold or serviced by or under the
          supervision of Executive during the year preceding the
          termination of such employment.

                    7.03.  Agreement Not to Solicit Employees.  Executive
                           ----------------------------------
          agrees that during his employment by the Company hereunder and
          for the two (2) year period following the termination of such
          employment, he shall not, either directly or indirectly, on his
          own behalf or in the service or on behalf of others, solicit,
          divert, or attempt to solicit or divert any person then employed
          by the Company.

               8.   Termination.
                    -----------

                    8.01.  Grounds for Termination.  This Agreement shall
                           -----------------------
          terminate prior to the expiration of the initial Term set forth
          in Section 2 or any extension thereof in the event that at any
          time during such initial Term or any extension thereof:

                    (a)  Executive shall die; or

                    (b)  The Board of Directors of the Company shall
                         determine that:

                       (i)   Executive has become disabled; or

                      (ii)   Executive has breached this Agreement in any
                    material respect, which breach is not cured by
                    Executive or is not capable of being cured (as
                    determined in the sole discretion of the Company's
                    Board of Directors) by Executive within thirty (30)
                    days after written notice of such breach is delivered
                    to Executive; or
                     (iii)   In its sole discretion, Cause exists.  "Cause"
                    means (A) conduct amounting to fraud, embezzlement or
                    misappropriation as against the Company, (B) the
                    willful and knowing material breach of any fiduciary
                    duty owed to the Company as an officer of the Company
                    other than done at the direction of the Board of
                    Directors, (C) having been convicted of a criminal
                    offense which may have a material adverse effect on the
                    Company or the ability of Executive to carry out his
                    duties of employment, or (D) the knowing failure of
                    Executive to follow specific directives of the Board of
                    Directors of the Company consistent with his duties. 
                    If the Board of Directors terminates this Agreement
                    pursuant to this Section 8.01(b)(iii),  Executive will
                    be provided ninety (90) days written notice.

                         (c)  The Board of Directors of the Company shall
               determine, in its sole discretion, that the termination of
               this Agreement is in the best interest of the Company, and
               in which event Executive shall have no duty to mitigate his
               damages.  If the Board of Directors terminates this
               Agreement pursuant to this Section 8.01(c), Executive will
               be provided ninety (90) days written notice.

          Notwithstanding any termination of this Agreement, Executive, in
          consideration of his employment hereunder to the date of such
          termination, shall remain bound by the provisions of this
          Agreement which specifically relate to periods, activities or
          obligations upon or subsequent to the termination of Executive's
          employment.

                    8.02.  "Disability" Defined.  The Board of Directors
                           --------------------
          may determine that Executive has become disabled, for the purpose
          of this Agreement, in the event that Executive shall fail,
          because of illness or other physical or mental incapacity, to
          render services of the character contemplated by this Agreement
          for an aggregate of more than twelve (12) weeks during any twelve
          (12) month period.

                    8.03.  Surrender of Records and Property.  Upon
                           ---------------------------------
          termination of his employment with the Company, Executive shall
          deliver promptly to the Company all records, manuals, books,
          blank forms, documents, letters, memoranda, notes, notebooks,
          reports, data, tables, calculations or copies thereof, which are
          the property of the Company and which relate in any way to the
          business, products, practices or techniques of the Company, and
          all other property, trade secrets and confidential information of
          the Company, including, but not limited to, all documents which
          in whole or in part contain any trade secrets or confidential
          information of the Company, which in any of these cases are in
          his possession or under this control.

               9.   Assignment and Inurement.  This Agreement shall enure
                    ------------------------
          to the benefit of and be binding upon the parties hereto and
          their respective heirs, successors, administrators, successors
          and permitted assigns.  The Company may, without the consent of
          Executive, assign its rights and obligations under this Agreement
          to any corporation, firm or other business entity with or into
          which the Company may merge or consolidate, or to which the
          Company may sell or transfer all or substantially all of its
          assets or of which 50% or more of the equity investment and of
          the voting control is owned, directly or indirectly, by, or is
          under common ownership with, the Company; provided, however, that
          if the assignee was not previously part of a consolidated group
          with the Company, Executive will receive payments and benefits as
          outlined in Exhibit B, attached hereto and incorporated herein.

               10.  Injunctive Relief.  Executive agrees that it would be
                    -----------------
          difficult to compensate the Company fully for damages for any
          violation of the provisions of this Agreement, including without
          limitation the provisions of Sections 6, 7 and 8.03. 
          Accordingly, Executive specifically agrees that the Company shall
          be entitled to temporary and permanent injunctive relief to
          enforce the provisions of this Agreement.  This provision with
          respect to injunctive relief shall not, however, diminish the
          right of the Company to claim and recover damages in addition to
          injunctive relief.

               11.  Miscellaneous.
                    -------------

                    11.01.  Governing Law.  This Agreement is made under
                            -------------
          and shall be governed by and construed in accordance with the
          laws of the Commonwealth of Pennsylvania, United States, subject
          to any principles of conflict of laws.

                    11.02.  Prior Agreements.  This Agreement contains the
                            ----------------
          entire agreement of the parties relating to the subject matter
          hereof and supersedes all prior agreements and understandings
          with respect to such subject matter, and the parties hereto have
          made no agreements, representations or warranties relating to the
          subject matter of this Agreement which are not set forth herein.

                    11.03.  Withholding Taxes.  The Company may withhold
                            -----------------
          from any benefits payable under this Agreement all federal,
          state, city and other taxes as shall be required pursuant to any
          law or governmental regulation or ruling.

                    11.04.  Amendments.  No amendment or modification of
                            ----------
          this Agreement shall be deemed effective unless made in writing
          signed by the party against whom enforcement of the waiver or
          estoppel is sought.  Any written waiver shall not be deemed a
          continuing waiver unless specifically stated, shall operate only
          as to the specific term or condition for the future or as to any
          act other than that specifically waived.

                    11.05.  Notices.  Any notice, request, demand or other
                            -------
          document to be given hereunder shall be in writing, and shall be
          delivered personally or sent by registered, certified or express
          mail or facsimile followed by mail as follows:

                         If to the Company:

                              Board of Directors
                              650 Woodlawn Road West
                              Guelph, Ontario
                              N1K 1B8
                              CANADA

                         If to Executive:

                              C. Robert Cusick
                              1100 Lancaster Avenue
                              Pittsburgh, Pennsylvania  15218

          or to such other address as either party hereto may hereinafter
          duly give to the other.

                    11.06.  Severability.  To the extent any provision of
                            ------------
          this Agreement shall be invalid or unenforceable, it shall be
          considered deleted herefrom and the remainder of such provision
          and of this Agreement shall be unaffected and shall continue 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 any provision of this Agreement be
          in excess of that which is valid or enforceable under applicable
          law, then such provision shall be construed to cover only that
          duration, extent or activities which may validly and enforceably
          be covered.  Executive acknowledges the uncertainty of the law in
          this respect and 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.

               IN WITNESS WHEREOF, the parties have executed this Agreement
          as of the day and year set forth above.


          -----------------------------------
               C. Robert Cusick



          INTERNATIONAL MUREX TECHNOLOGIES
          CORPORATION



          By:
             --------------------------------
               Victor A. Rice, on behalf of the Compensation
               Committee and the Board of Directors


                                     EXHIBIT "A"

                              DEFERRED COMPENSATION PLAN
                              --------------------------

               1.   At the time the Executive elects to defer compensation
          pursuant to Section 4.03 of the Employment Agreement, the
          Executive shall also elect the percentage of such compensation to
          be credited from the date of deferral to the date it is paid to
          the Executive with either (a) simple interest at a rate per annum
          equal to the average of the rates then being earned by the
          Company on deposits with a term of ninety days or less, adjusted
          on the first day of each calendar quarter or (b) the same rate of
          return experienced by the common stock of the Company.  The 
          portion of the compensation deferred by the Executive to which
          the Executive elects to have the Company common stock rate of
          return apply shall be hypothetically invested in shares of the
          Company's common stock based on the closing price of the
          Company's common stock on the Nasdaq National Market System, or
          such other exchange that the Company's common stock may be listed
          at the time, on the business day prior to the date on which the
          compensation would otherwise be paid.  The number of shares of
          the Company's common stock in which the Executive has
          hypothetically invested shall be adjusted to reflect stock
          splits, stock dividends and other capital changes affecting the
          outstanding common stock of the Company in the same manner as an
          equivalent number of actual shares of the Company's common stock
          are adjusted.  In addition, all cash distributions and the fair
          market value (as determined in good faith by the Company) of any
          property distributions with respect to shares of common stock of
          the Company shall be reinvested in the common stock of the
          Company based on the closing price of the common stock as
          reported on the Nasdaq National Market System, or such other
          exchange that the Company's common stock may be listed at the
          time, on the business day prior to the distribution.  The portion
          of the Executive's compensation deferred hereunder and credited
          with simple interest, together with such simple interest, shall
          be referred to herein as "Deferred Compensation".  The portion of
          Executive's compensation deferred hereunder and credited with the
          rate of return of the common stock of the Company shall be
          reflected in hypothetical shares of the Company's common stock
          with each such share being referred to herein as a "Stock
          Credit".  On December 31st of each year during which any Deferred
          Compensation or Stock Credits remain unpaid, the Company shall
          provide the Executive with a statement setting forth the amount
          of his unpaid Deferred Compensation and the number of outstanding
          Stock Credits.

               2.   The Deferred Compensation shall be paid to Executive in
          a lump sum following the termination of his employment with the
          Company for any reason on the 30th day following the date of
          termination.  The number of Stock Credits credited to the
          Executive shall be paid to the Executive on the 30th date
          following the date of his termination, by the release of common
          stock to the Executive."

               3.   Notwithstanding the foregoing, in the event of the
          occurrence of an "unforeseeable emergency," as hereinafter
          defined, Executive shall be entitled to a payment from the
          Deferred Compensation (or release of common stock representing
          Stock Credits) prior to the date set forth in paragraph 2 of this
          Exhibit A of that amount reasonably required to satisfy the
          emergency need.  As used herein, "unforeseeable emergency" shall
          be limited to (i) severe financial hardship to Executive
          resulting from a sudden and unexpected illness or accident of
          Executive or of a dependent of Executive, as dependent is defined
          in Section 152 of the Internal Revenue Code or any successor
          provision thereto, (ii) loss of Executive's property due to
          casualty, or (iii) other similar extraordinary and unforeseeable
          circumstances arising as a result of events beyond the control of
          Executive.  The circumstances that will constitute an
          unforeseeable emergency will depend upon the facts of each case,
          but, in any case, a payment (or release) of all or any portion of
          the Deferred Compensation in the event of an unforeseeable
          emergency may not be made to the extent that such hardship is or
          may be relieved;

                    (i)  Through reimbursement or compensation by insurance
               or otherwise,

                    (ii) By liquidation of Executive's assets, to the
               extent the liquidation of such assets would not itself cause
               severe financial hardship, or

                    (iii)     By cessation of the deferral of the payment
               of the Deferred Compensation pursuant to paragraph 2, above.

               4.   The Company's obligation to pay the Deferred
          Compensation or release of common stock representing Stock
          Credits constitutes a mere promise by the Company to make these
          payments at the times specified herein.  Accordingly, Executive
          shall have the status of a general unsecured creditor with
          respect to the Deferred Compensation.  Executive's rights to the
          payment of Deferred Compensation or the release of common stock
          representing Stock Credits shall not be subject in any manner to
          anticipation, alienation, sale, transfer, assignment, pledge,
          encumbrance, attachment, or garnishment by creditors of Executive
          or his estate or any beneficiary of either Executive or his
          estate.


                                     EXHIBIT "B"

                             CHANGE IN CONTROL PROVISIONS

               This Exhibit "B" (the "Provisions") set forth the severance
          benefits which the Company agrees will be provided Executive in
          the event employment with the Company is terminated subsequent to
          a Change in Control of the Company under the circumstances
          described below.  In order to secure the payment of all
          obligations under these Provisions, the Company shall establish
          an irrevocable grantor trust and make contributions thereto
          sufficient to satisfy its obligations under these Provisions
          immediately upon an event which constitutes a Change in Control
          (as hereinafter defined). 

               1.   Term of these Provisions.  These Provisions shall
                    ------------------------
          commence on the date set forth in the Employment Agreement and
          shall continue in effect as long as the Employment Agreement is
          in effect, or until the Company or Executive shall have given
          notice that these Provisions shall not be extended; and provided,
          further, that, notwithstanding the delivery of any such notice,
          these Provisions shall continue in effect for a period of twenty-
          four (24) months after a Change in Control of the Company if such
          Change in Control shall have occurred while these Provisions are
          in effect.  Notwithstanding anything in this Section 1 to the
          contrary, these Provisions shall terminate if Executive or the
          Company terminates Executive's employment in accordance with the
          terms and conditions of the applicable Employment Agreement prior
          to a Change in Control of the Company.

               2.   Change in Control.  For purposes of these Provisions, a
                    -----------------
          "Change in Control" means and shall be deemed to occur if any of
          the following occurs:

               (a)  an acquisition, after September 1, 1995, by an
          individual, entity or group (within the meaning of Section
          13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as
          amended (the "Exchange Act")) of beneficial ownership (within the
          meaning of Rule 13d-3 promulgated under the Exchange Act) of 20%
          or more of either (i) the outstanding shares of common stock, no
          par value, of the Company (the "Common Shares"), or (ii) the
          combined voting power of the voting securities of the Company
          entitled to vote generally in the election of directors (the
          "Voting Securities"); or 

               (b)  individuals who, as of September 1, 1995, constituted
          the Board (the "Incumbent Board"), cease for any reason to
          constitute at least a majority of the Board, provided, however,
          that any individual becoming a director subsequent to September
          1, 1995, whose election, or nomination for election by the
          Company's shareholders, was approved by a vote of at least a
          majority of the directors then serving and comprising the
          Incumbent Board shall be considered as though such individual
          were a member of the Incumbent Board, but excluding, for this
          purpose, any such individual whose initial assumption of office
          occurs as a result of either an actual or threatened election
          contest (as such terms are used in Rule 14a-11 of Regulation 14A
          promulgated under the Exchange Act ) or other actual or
          threatened solicitation of proxies or consents; or 

               (c)  approval by the shareholders of the Company of (i) a
          tender offer to acquire 20% or more of the Common Shares or
          Voting Securities, (ii) a reorganization, (iii) a merger, or (iv)
          a consolidation, other than a reorganization, merger or
          consolidation with respect to which all or substantially all of
          the individuals and entities who were the beneficial owners,
          immediately prior to such reorganization, merger or
          consolidation, of the Common Shares and Voting Securities
          beneficially own, directly or indirectly, immediately after such
          reorganization, merger or consolidation, more than 80% of the
          then outstanding Common Shares and Voting Securities (entitled to
          vote generally in the election of directors) of the corporation
          resulting from such reorganization, merger or consolidation in
          substantially the same proportions as their respective ownership,
          immediately prior to such reorganization, merger or
          consolidation, of the Common Shares or Voting Securities; or

               (d)  approval by the Company's shareholders of (i) a
          complete or substantial liquidation or dissolution of the
          Company; or (ii) the sale or other disposition of all or
          substantially all of the assets of the Company.

               3.   Termination Following a Change in Control.  If any of
                    -----------------------------------------
          the events described in Section 2 hereof constituting a Change in
          Control of the Company shall have occurred, Executive shall be
          entitled to the benefits provided in Section 4(c) hereof upon the
          termination of employment with the Company after such Change in
          Control, unless such termination is because of death, by the
          Company for Cause or Disability (as each such term is defined in
          the Employment Agreement), or by Executive other than for Good
          Reason (as hereinafter defined).

               (a)  Good Reason.  Termination by Executive of employment
                    -----------
          for "Good Reason" for the purpose of these Provisions shall mean
          termination based on:

                     (i)  a determination by Executive, in his reasonable
          judgment, that there has been a material adverse change in his
          status or position(s) with the Company from those in effect
          immediately prior to the Change in Control, including, without
          limitation, a material adverse change in Executive's status or
          position as a result of a diminution of his duties or
          responsibilities (other than, if applicable, any such change
          directly attributable to the fact that the Company is no longer
          publicly owned) or the assignment to him of any duties or
          responsibilities which are inconsistent with such status or
          position(s), or any removal of Executive from, or any failure to
          reappoint or reelect him to, such position(s) (except in
          connection with the termination of employment for Cause or
          Disability or as a result of death or by Executive other than for
          Good Reason);

                    (ii) a reduction by the Company in base salary from
          that in effect immediately prior to the Change in Control;

                    (iii)     the failure by the Company to continue in
          effect any Plan (as herein defined) in which Executive
          participates in at the time of the Change in Control of the
          Company (or plans providing him with substantially similar
          benefits), or the taking of any action, or the failure to act, by
          the Company which would adversely affect continued participation
          in any of such Plans on at least as favorable a basis as is the
          case on the date of the Change in Control or which would
          materially reduce Executive's benefits in the future under any of
          such plans or deprive him of any material benefit enjoyed at the
          time of the Change in Control.  For purposes of these Provisions,
          "Plan" shall mean any compensation plan or any employee benefit
          plan such as a thrift, pension, profit sharing, medical,
          disability, accident, life insurance plan or a relocation plan or
          policy or any other plan, program or policy of the Company
          intended to benefit employees;

                    (iv) the failure by the Company to provide and credit
          the number of paid vacation days to which Executive is then
          entitled in accordance with the Company's normal vacation policy
          in effect immediately prior to the Change in Control;

                    (v)  the Company's requiring Executive to be based at
          any office that is greater than fifty  (50) miles from where his
          office is located immediately prior to the Change in Control
          except for required travel on the Company's business to an extent
          substantially consistent with the business travel obligations
          which he undertook on behalf of the Company prior to the Change
          in Control;

                    (vi) the failure by the Company to obtain from any
          Successor (as hereinafter defined) the assent to these Provisions
          contemplated by Section 5(a) hereof;

                    (vii)     any termination by the Company of Executive's
          employment which is not effected pursuant to a Notice of
          Termination satisfying the requirements of paragraph (c) below;
          and for purposes of these Provisions, no such termination shall
          be effective; or

                    (viii)    any refusal by the Company to continue to
          allow Executive to attend to matters or engage in activities not
          directly related to the business of the Company which, prior to
          the Change in Control, he was previously permitted to attend to
          or engage in.

               (b)  Window Periods.  Notwithstanding anything in these
                    --------------
          Provisions to the contrary, any termination by Executive for any
          reason during the thirty (30) day period immediately following a
          Change in Control of the Company (the "First Window Period")
          shall be deemed a termination for Good Reason for all purposes of
          these Provisions.  In addition, any termination by him for any
          reason during the thirty (30) day period immediately following
          the first anniversary date of a Change in Control of the Company
          (the "Second Window Period") shall be deemed a termination for
          Good Reason for all purposes of these Provisions, except all
          benefits paid hereunder shall be reduced by twelve (12) months.

               (c)  Notice of Termination.  Any termination by the Company
                    ---------------------
          or any termination by Executive following a Change in Control
          shall be communicated by written notice to the other party hereto
          which indicates the specific termination provision in these
          Provisions relied upon (the "Notice of Termination").

               (d)  Date of Termination.  "Date of Termination" following a
                    -------------------
          Change in Control shall mean:  (i)  if employment is to be
          terminated for Disability, thirty (30) days after Notice of
          Termination is given (provided that Executive shall not have
          returned to the performance of his duties on a full-time basis
          pursuant to a doctor's release during such thirty (30) day
          period), (ii) if employment is to be terminated by the Company
          for any reason other than death or Disability or by Executive
          pursuant to Sections 3(a)(vi) or 5(a) hereof or for other Good
          Reason, the date specified in the Notice of Termination, or (iii)
          if employment is terminated on account of death, the day after
          death.  In the case of termination of employment by the Company
          for Cause pursuant to Paragraph 8.01(b)(iii) of the Employment
          Agreement, if Executive has not previously expressly agreed in
          writing to the termination, then within ninety (90) days after
          receipt by him of the Notice of Termination with respect thereto,
          Executive may notify the Company that a dispute exists concerning
          the Termination, in which even the Date of Termination shall be
          the date set either by mutual written agreement of the parties or
          by such court having the matter before it.  During the pendency
          of any such dispute, the Company will continue to pay Executive
          his full compensation in effect just prior to the time the Notice
          of Termination is given and until the dispute is resolved. 
          However if such court issues a final and non-appealable order
          finding that the Company had Cause to terminate Executive then he
          must return all compensation paid after the Date of Termination
          specified in the Notice of Termination previously received.

               4.   Compensation Upon Termination or During Disability;
                    ---------------------------------------------------
                    Other Agreements.
                    ----------------

               (a)  During any period following a Change in Control of the
          Company that Executive fails to perform his duties as a result of
          incapacity due to physical or mental illness, he shall continue
          to receive his Base Salary at the rate then in effect and any
          benefits or awards under any Plan shall continue to accrue during
          such period, to the extent not inconsistent with such Plans,
          until and unless his employment is terminated pursuant to and in
          accordance with paragraph 4(c) hereof.  Thereafter, his benefits
          shall be determined in accordance with the Plans then in effect.

               (b)  If employment is terminated for Cause following a
          Change in Control of the Company, the Company shall pay to
          Executive's Base Salary through the Date of Termination at the
          rate in effect just prior to the time a Notice of Termination is
          given, plus any benefits or awards (including both the cash and
          stock components) which pursuant to the terms of any Plans have
          been earned or become payable, but which have not yet been paid. 
          Thereupon the Company shall have no further obligations to
          Executive under these Provisions.

               (c)   Subject to Section 8 hereof, if, within twenty-four
          (24) months after a Change in Control of the Company has
          occurred, Executive's employment by the Company is terminated
          other than on account of death and is terminated by the Company
          other than for Cause or Disability or by Executive for Good
          Reason, including any termination by him during the First Window
          Period or the Second Window Period (subject to reduction as set
          forth in Section 3(b)), then the Company shall pay to Executive,
          no later than the fifth (5th) day following the Date of
          Termination, without regard to any contrary provisions of any
          Plan, the following, which shall be inclusive and in place of any
          other severance benefits to which he may previously have been
          entitled under his employment agreement with the Company and
          shall constitute all of the severance benefits to which he may be
          entitled under all agreements with the Company:

                    (i)  Executive's Base Salary through the Date of
          Termination at the rate in effect just prior to the time a Notice
          of Termination is given plus any benefits or awards (including
          both the cash and stock components) which pursuant to the terms
          of any Plans have been earned or become payable, but which have
          not yet been paid (including amounts which previously had been
          deferred at his request);

                    (ii) an amount in cash equal to 299% of Executive's
          average annual taxable compensation over the base period (within
          the meaning of Section 280G(d)(2) of the Internal Revenue Code of
          1986, as amended (the "Code")) ending on the effective date of
          the Change in Control; provided, however, that the maximum amount
          which Executive  may receive under this Section 4(c)(ii) shall
          not exceed the lowest amount received by any other Company
          employee whose employment agreement with the Company contains an
          agreement substantially similar to these Provisions.  For
          purposes of this Section 4(c)(ii), the term "average annual
          taxable compensation" shall mean Executive's base salary plus
          bonuses, including any amounts deducted by the Company or
          contributed by the Company with respect to Executive or for
          Executive's account pursuant to Sections 125 and 401(k) of the
          Code and excluding the value of any fringe benefits or executive
          perquisites, and any gross-up payments thereon, which are
          includeable by Executive as taxable compensation.

               (d)  If, within twenty-four (24) months after a Change in
          Control of the Company has occurred, Executive's employment by
          the Company is terminated (i) by the Company other than for Cause
          or Disability, or (ii) by Executive for Good Reasons, then the
          Company shall maintain in full force and effect, for the
          continued benefit of Executive and his dependents for a period
          terminating on the earliest of (i) two (2) years after the Date
          of Termination, or (ii) the commencement date of equivalent
          benefits from a new employer, all insured and self-insured
          employee welfare benefit Plans in which he was entitled to
          participate immediately prior to the Date of Termination,
          provided that his continued participation is possible under the
          general terms and provisions of such Plans (and any applicable
          funding media) and he continues to pay an amount equal to regular
          contributions under such Plans for such participation.  If two
          (2) years after the Date of Termination Executive has not
          previously received, nor are then receiving, equivalent benefits
          from a new employer, the Company shall offer him continuation of
          coverage under COBRA as prescribed under Section 4980B of the
          Code.  At the expiration of such continuation coverage (or, if
          COBRA continuation coverage is not applicable to the Plan, then
          upon the expiration of the two (2) year period beginning on the
          Termination Date), the Company shall arrange, at its sole cost
          and expense, to enable him to convert he and his dependents'
          coverage under such plans to individual policies and programs
          upon the same terms as employees of the Company may apply for
          such conversions.  In the event that Executive's participation in
          any such Plan is barred, the Company, at its sole cost and
          expense, shall arrange to have issued for the benefit of
          Executive and his dependents individual policies of insurance
          providing benefits substantially similar (on an after-tax basis)
          to those which he otherwise would have been entitled to receive
          under such Plans pursuant to this paragraph 4(d) or, if such
          insurance is not available at a reasonable cost to the Company,
          the Company shall otherwise provide Executive and his dependents
          with equivalent benefits (on an after-tax basis). Executive shall
          not be required to pay any premiums or other charges in an amount
          greater than that which he would have paid in order to
          participate in such Plans.

               (e)  Until Executive obtains another full-time job, the
          Company shall provide him with professional outplacement services
          of his choosing and shall reimburse him for documented incidental
          outplacement expenses directly related to his job search such as
          resume mailing, interviewing trips, and clerical support, subject
          to a maximum cost of $50,000 for such outplacement services and
          incidental expenses; provided, however, that the Company shall
          not provide him with any such outplacement services or reimburse
          him for any such costs under this paragraph 4(e) if employment is
          terminated by Executive during the Second Window Period. 
          Executive's choice of professional outplacement services shall be
          subject to the Company's reasonable prior approval.  If the
          Company has not approved or disapproved of Executive's choice
          within ten (10) business days of receiving notice of such choice,
          the Company will be deemed to have given its approval.  Any
          disapproval issued by the Company pursuant to this Section shall
          be in writing and state the basis for such disapproval. Executive
          shall not be entitled to receive cash in lieu of the professional
          outplacement services provided pursuant to this Section.

               (f)  Except as specifically provided in paragraph 4(d)
          above, the amount of any payment provided for in this Section 4
          shall not be reduced, offset or subject to recovery by the
          Company by reason of any compensation earned as the result of
          employment by another employer after the Date of Termination, or
          otherwise.

               (g)  If, by reason of Section 280G of the Code, any payment
          or benefit received or to be received  in connection with a
          Change in Control of the Company of the termination of
          Executive's employment (whether payable pursuant to the terms of
          these Provisions ("Contract Payments") or any other plan,
          arrangement or agreement with the Company, its successors, any
          person whose actions result in a Change in Control or any
          corporation affiliated, or which, as a result of the completion
          of the transactions causing a change in control will become
          affiliated, with the Company within the meaning of Section 1504
          of the Code ("Affiliate") (which payments collectively with the
          Contract Payments are called the "Total Payments")) would not be
          deductible, in whole or in part, by the Company an Affiliate or
          other person making such payment or providing such benefit, the
          Contract Payments shall be reduced until no portion of the Total
          Payments is not deductible by reason of Section 280G of the Code. 
          For purposes of this limitation

                    (i)  no portion of the Total Payments, the receipt or
          enjoyment of which Executive shall have effectively waived in
          writing prior to the date of payment of the Contract Payments,
          shall be taken into account;

                    (ii) no portion of the Total Payments shall be taken
          into account which, in the opinion of tax counsel selected by the
          Company's independent auditors and acceptable to Executive, does
          not constitute a "parachute payment" within the meaning of
          Section 280G(b)(2) of the Code (without regard to subsection
          (A)(ii) thereof);

                    (iii)     the Contract Payments shall be reduced only
          to the extent necessary so that the Total Payments, other than
          those referred to in clauses (i) and (ii), in their entirety
          constitute reasonable compensation for services actually rendered
          with the meaning of Section 280G(b)(4) of the Code, in the
          opinion of the tax counsel referred to in clause (ii); and

                    (iv) the value of any non-cash benefit or any deferred
          payment or benefit included in the Total Payments shall be
          determined by the Company's independent auditors in accordance
          with the principles of Sections 280G(d)(3) and (4) of the Code.

               5.   Successors Binding Agreement.
                    ----------------------------

               (a)  The Company will seek, by written request at least five
          (5) business days prior to the time a natural person,
          corporation, partnership or other business entity (a "Person")
          becomes a Successor (as hereinafter defined), to have such
          Person, by agreement in form and substance satisfactory to
          Executive, assent to the fulfillment of the Company's obligations
          under these Provisions.  Failure of such Person to furnish such
          assent by the later of (i) three (3) business days prior to the
          time such Person becomes a successor or (ii) two (2) business
          days after such Person receives a written request to so assent
          shall constitute Good Reason for termination by Executive of his
          employment if a Change in Control of the Company occurs or has
          occurred.  For purposes of these Provisions, "Successor" shall
          mean any person that succeeds to, or has the practical ability to
          control (either immediately or with the passage of time), the
          Company's business directly, by merger or consolidation, or
          indirectly, by purchase of the Company's Voting Securities or
          otherwise.

               (b)  These Provisions shall inure to the benefit of and be
          enforceable by Executive's  personal legal representatives,
          executors, administrators, successors, heirs, distributees,
          devisees and legatees.  If Executive should die while any amount
          would still be payable to him hereunder if he had continued to
          live, all such amounts, unless otherwise provided herein, shall
          be paid in accordance with the terms of these Provisions to
          Executive's devisee, legatee or other designee or, if no such
          designee exists, to his estate.

               (c)  For purposes of these Provisions, the "Company" shall
          include any subsidiaries of the Company and any corporation or
          other entity which is the surviving or continuing entity in
          respect of any merger, consolidation or form of business
          combination in which the Company ceases to exist; provided,
          however, for purposes of determining whether a Change in Control
          has occurred herein, the term "Company" shall refer to
          International Murex Technologies Corporation or its successor(s).

               6.   Fees and Expenses: Mitigation.
                    -----------------------------

               (a)  The Company shall reimburse Executive, on a current
          basis, for all reasonable legal fees and related expenses
          incurred in connection with the Provisions of this Agreement
          following a Change in Control of the Company, including without
          limitation, (i) all such fees and expenses, if any, incurred in
          contesting or disputing any termination of his employment or
          incurred by him in seeking advice with respect to the matters set
          forth in Section 7 hereof or (ii) his seeking to obtain or
          enforce any right or benefit provided by these Provisions, in
          each case, regardless of whether or not his claim is upheld by a
          court of competent jurisdiction; provided, however, he shall be
          required to repay any such amounts to the Company to the extent
          that a court issues a final and non-appealable order setting
          forth the determination that the position taken by him was
          frivolous or advanced in bad faith.

               (b)  Executive shall not be required to mitigate the amount
          of any payment the Company becomes obligated to make in
          connection with these Provisions, by seeking other employment or
          otherwise.

               7.   Taxes.   All payments to be made to Executive under
                    -----
          these Provisions will be subject to required withholding of
          federal, state and local income and employment taxes.

               8.   Survival.  The respective obligations of, and benefits
                    --------
          afforded to, the Company and Executive as provided in Section 4,
          5(b), 6 and 7 of these Provisions shall survive termination of
          these Provisions.

               9.   Validity: Conflict with Employment Agreement.  The
                    --------------------------------------------
          invalidity or unenforceability of any provision of these
          Provisions shall not affect the validity or enforceability of any
          other provision of these Provisions, which shall remain in full
          force and effect.  In the event that any term or provision of
          these Provisions shall conflict or be inconsistent with any term
          or provision of the Employment Agreement by and between Executive
          and the Company, the terms and conditions of these Provisions
          shall govern.