Exhibit 10.14



                                   CREDIT AGREEMENT


                            dated as of November 12, 1996 

                                        among


                    INTERNATIONAL MUREX TECHNOLOGIES CORPORATION,
             MUREX DIAGNOSTICS INTERNATIONAL, INC., IMTC HOLDINGS, INC.,
              MUREX DIAGNOSTICS CORPORATION, IMTC HOLDINGS (UK) LIMITED,
                  MUREX DIAGNOSTICS, INC. AND MUREX BIOTECH LIMITED,


                                    as Borrowers,

                             BANK OF AMERICA ILLINOIS AND
                      BANK OF AMERICA NATIONAL TRUST AND SAVINGS
                    ASSOCIATION, ACTING THROUGH ITS LONDON BRANCH,
                                  as Issuing Banks,

                               BANK OF AMERICA, F.S.B.,
                                as Agent and a Lender

                                         and 

                    THE OTHER FINANCIAL INSTITUTIONS PARTY HERETO


   <PAGE>
                                  TABLE OF CONTENTS

     SECTION                                                                PAGE
     -------                                                                ----

        ARTICLE I.

                                     DEFINITIONS . . . . . . . . . . . . . .   1
                  1.1  Certain Defined Terms . . . . . . . . . . . . . . . .   1

        ARTICLE II.

                                      THE LOANS  . . . . . . . . . . . . . .  31
                  2.1  Amounts and Terms of Commitments  . . . . . . . . . .  31
                  2.2  Loan Accounts . . . . . . . . . . . . . . . . . . . .  32
                  2.3  Manner of Borrowing and Disbursement. . . . . . . . .  32
                  2.4  Conversion and Continuation Elections . . . . . . . .  33
                  2.5  Utilization of Offshore Currency Commitments  . . . .  35
                  2.6  Voluntary Termination or Reduction of
                       Commitments . . . . . . . . . . . . . . . . . . . . .  35
                  2.7  Optional Prepayments  . . . . . . . . . . . . . . . .  36
                  2.8  Mandatory Repayments  . . . . . . . . . . . . . . . .  36
                  2.9  Repayment . . . . . . . . . . . . . . . . . . . . . .  37
                  2.10 Interest  . . . . . . . . . . . . . . . . . . . . . .  37
                  2.11 Fees  . . . . . . . . . . . . . . . . . . . . . . . .  38
                  2.12 Computation of Fees and Interest  . . . . . . . . . .  39
                  2.13 Payments by the Borrowers.  . . . . . . . . . . . . .  40
                  2.14 Payments by the Lenders . . . . . . . . . . . . . . .  41
                  2.15 Sharing of Payments, Etc. . . . . . . . . . . . . . .  42
                  2.16 Application of Payments . . . . . . . . . . . . . . .  43
                  2.17 Foreign Exchange Facility . . . . . . . . . . . . . .  45
                  2.18 Guaranty  . . . . . . . . . . . . . . . . . . . . . .  47
                  2.19 Joint and Several Liability . . . . . . . . . . . . .  50
                  2.20 Designation of Borrower Representative  . . . . . . .  51

        ARTICLE III.

                                THE LETTERS OF CREDIT  . . . . . . . . . . .  51
                  3.1  The Letter of Credit Subfacility. . . . . . . . . . .  51
                  3.2  Issuance, Amendment and Renewal of Letters of
                       Credit  . . . . . . . . . . . . . . . . . . . . . . .  53
                  3.3  Risk Participations, Drawings and
                       Reimbursements  . . . . . . . . . . . . . . . . . . .  55
                  3.4  Repayment of Participations . . . . . . . . . . . . .  56
                  3.5  Role of the Issuing Bank  . . . . . . . . . . . . . .  57
                  3.6  Obligations Absolute  . . . . . . . . . . . . . . . .  58
                  3.7  Cash Collateral Pledge  . . . . . . . . . . . . . . .  59
                  3.8  Letter of Credit Fees . . . . . . . . . . . . . . . .  59
                  3.9  Uniform Customs and Practice  . . . . . . . . . . . .  60

        ARTICLE IV.

                        TAXES, YIELD PROTECTION AND ILLEGALITY . . . . . . .  60
                  4.1  Taxes . . . . . . . . . . . . . . . . . . . . . . . .  60
                  4.2  Illegality  . . . . . . . . . . . . . . . . . . . . .  62
                  4.3  Increased Costs and Reduction of Return . . . . . . .  63
                  4.4  Funding Losses  . . . . . . . . . . . . . . . . . . .  64
                  4.5  Inability to Determine Rates  . . . . . . . . . . . .  64

                  4.6  Certificates of Lenders . . . . . . . . . . . . . . .  65
                  4.7  Survival  . . . . . . . . . . . . . . . . . . . . . .  65

        ARTICLE V.

                                 CONDITIONS PRECEDENT  . . . . . . . . . . .  65
                  5.1  Conditions of Initial Loans . . . . . . . . . . . . .  65
                  5.2  Conditions to All Credit Extensions . . . . . . . . .  68

        ARTICLE VI.

                            REPRESENTATIONS AND WARRANTIES . . . . . . . . .  69
                  6.1  Corporate Existence and Power . . . . . . . . . . . .  69
                  6.2  Corporate Authorization; No Contravention . . . . . .  69
                  6.3  Governmental Authorization  . . . . . . . . . . . . .  70
                  6.4  Binding Effect  . . . . . . . . . . . . . . . . . . .  70
                  6.5  Litigation  . . . . . . . . . . . . . . . . . . . . .  70
                  6.6  No Default  . . . . . . . . . . . . . . . . . . . . .  71
                  6.7  ERISA Compliance  . . . . . . . . . . . . . . . . . .  71
                  6.8  Use of Proceeds; Margin Regulations . . . . . . . . .  72
                  6.9  Taxes . . . . . . . . . . . . . . . . . . . . . . . .  72
                  6.10 Financial Condition, Fiscal Year  . . . . . . . . . .  72
                  6.11 Environmental Matters . . . . . . . . . . . . . . . .  72
                  6.12 Regulated Entities  . . . . . . . . . . . . . . . . .  73
                  6.13 No Burdensome Restrictions  . . . . . . . . . . . . .  73
                  6.14 Business and Collateral Locations . . . . . . . . . .  74
                  6.15 Real Property . . . . . . . . . . . . . . . . . . . .  74
                  6.16 Eligibility of Collateral . . . . . . . . . . . . . .  74
                  6.17 Intellectual Property; Licenses . . . . . . . . . . .  74
                  6.18 Ownership of Assets; Liens  . . . . . . . . . . . . .  75
                  6.19 Subsidiaries  . . . . . . . . . . . . . . . . . . . .  75
                  6.20 Partnerships; Joint Ventures  . . . . . . . . . . . .  76
                  6.21 Solvency  . . . . . . . . . . . . . . . . . . . . . .  76
                  6.22 Material Contracts; Labor Matters . . . . . . . . . .  76
                  6.23 Insurance . . . . . . . . . . . . . . . . . . . . . .  76
                  6.24 Representations and Warranties Relating to
                       Accounts  . . . . . . . . . . . . . . . . . . . . . .  76
                  6.25 Inventory . . . . . . . . . . . . . . . . . . . . . .  77
                  6.26 Full Disclosure . . . . . . . . . . . . . . . . . . .  78

        ARTICLE VII.

                                AFFIRMATIVE COVENANTS  . . . . . . . . . . .  78
                  7.1  Financial Statements  . . . . . . . . . . . . . . . .  78
                  7.2  Certificates; Other Information . . . . . . . . . . .  79
                  7.3  Notices . . . . . . . . . . . . . . . . . . . . . . .  80
                  7.4  Preservation of Corporate Existence, Etc  . . . . . .  82
                  7.5  Maintenance of Property . . . . . . . . . . . . . . .  82
                  7.6  Insurance . . . . . . . . . . . . . . . . . . . . . .  82
                  7.7  Payment of Obligations  . . . . . . . . . . . . . . .  83
                  7.8  Compliance with Laws  . . . . . . . . . . . . . . . .  83
                  7.9  Compliance with ERISA . . . . . . . . . . . . . . . .  83
                  7.10 Inspection of Property and Books and Records  . . . .  84
                  7.11 Environmental Laws  . . . . . . . . . . . . . . . . .  84
                  7.12 Use of Proceeds . . . . . . . . . . . . . . . . . . .  84
                  7.13 Further Assurances  . . . . . . . . . . . . . . . . .  85

        ARTICLE VIII.


                                  NEGATIVE COVENANTS . . . . . . . . . . . .  85
                  8.1  Limitation on Liens . . . . . . . . . . . . . . . . .  85
                  8.2  Liquidation; Change in Ownership or Name;
                       Disposition or Acquisition of Assets; Etc.  . . . . .  87
                  8.3  Consolidations and Mergers  . . . . . . . . . . . . .  88
                  8.4  Loans and Investments . . . . . . . . . . . . . . . .  88
                  8.5  Limitation on Indebtedness  . . . . . . . . . . . . .  89
                  8.6  Transactions with Affiliates  . . . . . . . . . . . .  90
                  8.7  Use of Proceeds . . . . . . . . . . . . . . . . . . .  90
                  8.8  Change in Accounts  . . . . . . . . . . . . . . . . .  90
                  8.9  Contingent Obligations  . . . . . . . . . . . . . . .  90
                  8.10 Restricted Payments . . . . . . . . . . . . . . . . .  90
                  8.11 ERISA . . . . . . . . . . . . . . . . . . . . . . . .  91
                  8.12 Change in Business  . . . . . . . . . . . . . . . . .  91
                  8.13 Accounting Changes  . . . . . . . . . . . . . . . . .  91
                  8.14 Intellectual Property Collateral  . . . . . . . . . .  91
                  8.15 Negative Pledges, Etc.  . . . . . . . . . . . . . . .  92
                  8.16 Funded Debt/EBITDA Ratio  . . . . . . . . . . . . . .  93
                  8.17 Consolidated Tangible Net Worth . . . . . . . . . . .  93
                  8.18 Capital Expenditures  . . . . . . . . . . . . . . . .  93

        ARTICLE IX.

                                  EVENTS OF DEFAULT  . . . . . . . . . . . .  93
                  9.1  Event of Default  . . . . . . . . . . . . . . . . . .  93
                  9.2  Remedies  . . . . . . . . . . . . . . . . . . . . . .  96
                  9.3  Rights Not Exclusive  . . . . . . . . . . . . . . . .  96

        ARTICLE X.

                                      THE AGENT  . . . . . . . . . . . . . .  97
                  10.1 Appointment and Authorization; "Agent" and
                       "Issuing Bank"  . . . . . . . . . . . . . . . . . . .  97
                  10.2 Delegation of Duties  . . . . . . . . . . . . . . . .  97
                  10.3 Liability of Agent  . . . . . . . . . . . . . . . . .  98
                  10.4 Reliance by Agent . . . . . . . . . . . . . . . . . .  98
                  10.5 Notice of Default . . . . . . . . . . . . . . . . . .  99
                  10.6 Credit Decision . . . . . . . . . . . . . . . . . . .  99
                  10.7 Indemnification of Agent  . . . . . . . . . . . . . . 100
                  10.8 Agent in Individual Capacity  . . . . . . . . . . . . 100
                  10.9 Successor Agent; Successor Issuing Bank . . . . . . . 100
                  10.10     Withholding Tax  . . . . . . . . . . . . . . . . 101
                  10.11     Collateral Matters . . . . . . . . . . . . . . . 103

        ARTICLE XI.

                                    MISCELLANEOUS  . . . . . . . . . . . . . 104
                  11.1 Amendments and Waivers  . . . . . . . . . . . . . . . 104
                  11.2 Notices . . . . . . . . . . . . . . . . . . . . . . . 105
                  11.3 No Waiver; Cumulative Remedies  . . . . . . . . . . . 106
                  11.4 Costs and Expenses  . . . . . . . . . . . . . . . . . 106
                  11.5 Borrower Indemnification  . . . . . . . . . . . . . . 107
                  11.6 Marshalling; Payments Set Aside . . . . . . . . . . . 108
                  11.7 Successors and Assigns  . . . . . . . . . . . . . . . 108
                  11.8 Assignments . . . . . . . . . . . . . . . . . . . . . 109
                  11.9 Set-off . . . . . . . . . . . . . . . . . . . . . . . 110
                  11.10     Notification of Addresses, Lending
                             Offices, Etc. . . . . . . . . . . . . . . . . . 110
                  11.11     Counterparts . . . . . . . . . . . . . . . . . . 110
                  11.12     Severability . . . . . . . . . . . . . . . . . . 111
                  11.13     No Third Parties Benefited . . . . . . . . . . . 111
                  11.14     Governing Law and Jurisdiction . . . . . . . . . 111
                  11.15     Waiver of Jury Trial . . . . . . . . . . . . . . 111
                  11.16     Entire Agreement . . . . . . . . . . . . . . . . 112

     <PAGE>

     SCHEDULES

     Schedule 1        -    Payment & Lending Offices
     Schedule 2        -    Commitment Percentages
     Schedule 3        -    Notice Addresses
     Schedule 4        -    Material Subsidiaries
     Schedule 5        -    Calculation of MLA Cost
     Schedule 6.5      -    Litigation
     Schedule 6.7      -    ERISA
     Schedule 6.9      -    Taxes
     Schedule 6.11     -    Environmental Matters 
     Schedule 6.14(a)  -    Business Locations
     Schedule 6.14(b)  -    Locations of Inventory, Equipment and Other
                            Collateral
     Schedule 6.15     -    Real Property (Owned and Leased)
     Schedule 6.17     -    Intellectual Property
     Schedule 6.19     -    Subsidiaries and Minority Interests
     Schedule 6.20     -    Partnerships and Joint Ventures
     Schedule 6.22     -    Material Contracts; Labor Matters
     Schedule 6.23     -    Insurance Matters
     Schedule 6.24     -    Accounts
     Schedule 7.13     -    Post-Closing Matters
     Schedule 8.1      -    Permitted Liens
     Schedule 8.4      -    Investments
     Schedule 8.5      -    Permitted Indebtedness
     Schedule 8.9      -    Contingent Obligations


     EXHIBITS

     Exhibit A         Form of Borrowing Base Certificate
     Exhibit B         Form of Compliance Certificate
     Exhibit C         Form of Landlord's Consent
     Exhibit D-1       Form of Promissory Note
     Exhibit D-2       Form of Offshore Currency Promissory Note
     Exhibit E         Form of Notice of Borrowing
     Exhibit F         Form of Notice of Conversion/Continuation
     Exhibit G         Form of Loan Certificate
     Exhibit H         Form of Assignment and Acceptance
     Exhibit I         Form of Offshore Currency L/C Application

     <PAGE>

                                   CREDIT AGREEMENT

                      DATED AS OF NOVEMBER 12, 1996 BY AND AMONG
                     INTERNATIONAL MUREX TECHNOLOGIES CORPORATION
                        MUREX DIAGNOSTICS INTERNATIONAL, INC.,

                 IMTC HOLDINGS, INC., MUREX DIAGNOSTICS CORPORATION,
                 IMTC HOLDINGS (UK) LIMITED, MUREX DIAGNOSTICS, INC.
                       AND MUREX BIOTECH LIMITED, AS BORROWERS,
                    BANK OF AMERICA ILLINOIS, AND BANK OF AMERICA
                    NATIONAL TRUST AND SAVINGS ASSOCIATION, ACTING
                     THROUGH ITS LONDON BRANCH, AS ISSUING BANKS,
                  BANK OF AMERICA, F.S.B., AS AGENT AND A LENDER AND
           THE OTHER FINANCIAL INSTITUTIONS PARTY HERETO FROM TIME TO TIME


                  For good and valuable consideration, the receipt and
     sufficiency of which is hereby acknowledged, the parties hereto hereby
     agree as follows:


                                      ARTICLE I.

                                     DEFINITIONS
                                     -----------

                  1.1  CERTAIN DEFINED TERMS.  The following terms have the
     following meanings:

                       "ABBOTT" means Abbott Laboratories, an Illinois
                  corporation.

                       "ABBOTT NOTE RECEIVABLE" means that certain note
                  receivable owing from Abbott and reflected on the consolidated
                  balance sheet of IMTC, which, as of the Agreement Date, is in
                  the principal amount of approximately $2,000,000.

                       "ACCOUNT" means, with respect to any Person, any account
                  of such Person and any other right of such Person to payment
                  for goods sold or leased or for services rendered, whether or
                  not evidenced by an instrument or chattel paper and whether or
                  not yet earned by performance.

                       "ACCOUNT DEBTOR" means any Person who is obligated under
                  an Account.

                       "AFFILIATE" means, as to any Person, any other Person
                  which, directly or indirectly, is in control of, is controlled
                  by, or is under common control with, such Person. A Person
                  shall be deemed to control another Person if the controlling
                  Person possesses, directly or indirectly, the power to direct
                  or cause the direction of the management and policies of the
                  other Person, whether through the ownership of voting
                  securities, membership interests, by contract, or otherwise.

                       "AGENT" means BAFSB in its capacity as agent for the
                  Lenders hereunder, and any successor agent arising under
                  SECTION 10.9.

                       "AGENT-RELATED PERSONS" means the Agent and each Issuing
                  Bank, together with their respective Affiliates and the
                  officers, directors, employees, agents and attorneys-in-fact
                  of such Persons and Affiliates.

                       "AGENT'S PAYMENT OFFICE" means the address for payments
                  set forth on SCHEDULE 1 or such other address as the Agent may
                  from time to time specify.

                       "AGGREGATE REVOLVING CREDIT OBLIGATIONS" means, as of any
                  particular time, the sum of (a) the Effective Amount of all
                  Loans then outstanding, plus (b) the Effective Amount of all
                  L\C Obligations then outstanding.

                       "AGREEMENT" means this Credit Agreement.

                       "AGREEMENT DATE" means November 12, 1996.

                       "ASSIGNEE" has the meaning specified in SECTION 11.8(A).

                       "ASSIGNMENT OF INTERCOMPANY NOTES" means all documents
                  and instruments executed by any Borrower in connection with
                  the satisfaction of the obligations of the Borrowers set forth
                  in paragraph 1 of SCHEDULE 7.13 hereof, as the same may be
                  modified, supplemented or amended from time to time.

                       "ATTORNEY COSTS" means and includes the reasonable fees
                  and disbursements of any law firm or other external counsel,
                  the reasonable allocated cost of internal legal services and
                  all disbursements of internal counsel.

                       "AVAILABLE LOAN COMMITMENT" means, as of any particular
                  time, (a) the amount of the Commitment MINUS (b) the Aggregate
                  Revolving Credit Obligations then outstanding.

                       "BANKRUPTCY CODE" means the Federal Bankruptcy Reform Act
                  of 1978 (11 U.S.C. SECTION 101, ET SEQ.).

                       "BARBADOS BORROWERS" means Murex Diagnostics
                  International, Inc. and Murex Diagnostics Corporation.

                       "BASE RATE" means, for any day, the rate of interest in
                  effect for such day as publicly announced from time to time by
                  Bank of America National Trust and Savings Association in San
                  Francisco, California, as its "reference rate."  (The
                  "reference rate" is a rate set by Bank of America National
                  Trust and Savings Association based upon various factors
                  including Bank of America National Trust and Savings
                  Association's costs and desired return, general economic
                  conditions and other factors, and is used as a reference point
                  for pricing some loans, which may be priced at, above, or
                  below such announced rate.)  Any change in the reference rate
                  announced by Bank of America National Trust and Savings
                  Association shall take effect at the opening of business on
                  the day specified in the public announcement of such change.

                       "BASE RATE LOAN" means a Loan that bears interest at a
                  per annum rate equal to the Base Rate in effect from time to
                  time.

                       "BAI" means Bank of America Illinois.

                       "BAFSB" means Bank of America, F.S.B.

                       "BOA" means Bank of America National Trust and Savings 
                  Association, acting through its London Branch.

                       "BORROWER REPRESENTATIVE" means IMTC Holdings, Inc., a
                  corporation organized under the laws of the State of Delaware,
                  or any other Borrower selected by the Borrowers in accordance
                  with SECTION 2.20.

                       "BORROWERS" means International Murex Technologies
                  Corporation, a corporation organized under the laws of the
                  Province of British Columbia, Murex Diagnostics International,
                  Inc., a corporation organized under the laws of Barbados, IMTC
                  Holdings, Inc., a corporation organized under the laws of the
                  State of Delaware, Murex Diagnostics Corporation, a
                  corporation organized under the laws of Barbados, IMTC
                  Holdings (UK) Limited, a corporation organized under the laws
                  of England, Murex Diagnostics, Inc., a corporation organized
                  under the laws of the State of Delaware and Murex Biotech
                  Limited, a corporation organized under the laws of England,
                  and "BORROWER" means any one of the foregoing.

                       "BORROWING" means a borrowing hereunder consisting of
                  Loans of the same Type made to any Borrower on the same day by
                  the Lenders under Article II, and, other than in the case of
                  Base Rate Loans, having the same Interest Period.

                       "BORROWING BASE" means, at any particular time, the
                  LESSER of:

                       (i) the sum of:

                            (a)  eighty-five percent (85%) of Eligible Accounts;
                       PLUS

                            (b)  eighty-five percent (85%) of the balance of the
                       Abbott Note Receivable which is not unpaid more than
                       thirty (30) days after its due date; PLUS

                            (c)  fifty percent (50%) of the Value of Eligible
                       Inventory; and

                       (ii) EBITDA for the most recent twelve (12) month period
     for which financial statements are available multiplied by 1.5.

                       "BORROWING BASE CERTIFICATE" means a document
                  substantially in the form of EXHIBIT A hereto, with
                  appropriate insertions, or such other form as shall be
                  acceptable to the Agent, as it may be amended or modified from
                  time to time.

                       "BORROWING BASE DEFICIENCY" means any condition wherein
                  the Aggregate Revolving Credit Obligations exceed the
                  Borrowing Base as set forth on the most recent Borrowing Base
                  Certificate delivered to the Agent or as otherwise reasonably
                  determined by the Agent.

                       "BORROWING DATE" means any date on which a Borrowing
                  occurs under SECTION 2.3.

                       "BUSINESS DAY" means any day other than a Saturday,
                  Sunday or other day on which commercial banks in Atlanta,
                  Georgia are authorized or required by law to close and, if the
                  applicable Business Day relates to any Eurodollar Rate Loan or
                  an Offshore Currency Loan, means such a day on which dealings
                  are carried on in London, England and any other applicable
                  offshore dollar interbank market.

                       "CAPITAL ADEQUACY REGULATION" means any guideline,
                  request or directive of any central bank or other Governmental
                  Authority, or any other law, rule or regulation, whether or
                  not having the force of law, in each case, regarding capital
                  adequacy of any bank or of any corporation controlling a bank.

                       "CAPITAL EXPENDITURES" means, for any fiscal year for any
                  Person, the sum of (a) the aggregate amount of all
                  expenditures of or Indebtedness incurred by such Person for
                  fixed or capital assets made during such period which, in
                  accordance with GAAP, would be classified as capital
                  expenditures, and (b) the aggregate amount of all Capitalized
                  Lease Obligations of such Person incurred during such period,
                  and (c) the aggregate amount of all capitalized research and
                  development costs as shown on the consolidated balance sheet
                  and cash flow statement of IMTC.

                       "CAPITAL STOCK" means, as applied to any Person, any
                  capital stock of such Person, regardless of class or
                  designation, and all warrants, options, purchase rights,
                  conversion or exchange rights, voting rights, calls or claims
                  of any character with respect thereto.

                       "CAPITALIZED LEASE" means any lease which is or should be
                  capitalized on the balance sheet of the lessee in accordance
                  with GAAP.

                       "CAPITALIZED LEASE OBLIGATIONS" means, with respect to
                  any Person, all monetary obligations of such Person under any
                  Capitalized Leases, and, for purposes of this Agreement and
                  each other Loan Document, the amount of such obligations shall
                  be the capitalized amount thereof, determined in accordance
                  with GAAP, and the stated maturity thereof shall be the date
                  of the last payment of rent or any other amount due under such
                  Capitalized Lease prior to the first date upon which such
                  Capitalized Lease may be terminated by the lessee without
                  payment of a penalty.

                       "CASH COLLATERALIZE" means to pledge and deposit with or
                  deliver to the Agent, for the benefit of the Issuing Bank and
                  the Lenders, as additional collateral for the L/C Obligations,
                  cash or deposit account balances pursuant to documentation in
                  form and substance reasonably satisfactory to the Agent and
                  the Issuing Bank (which documents are hereby consented to by
                  the Lenders).  Derivatives of such term shall have
                  corresponding meaning.  Cash collateral shall be maintained in
                  blocked, non-interest bearing deposit accounts as directed by
                  the Agent.

                       "CERCLA" has the meaning specified in the definition of
                  "Environmental Laws."

                       "CHANGE IN CONTROL" means the occurrence of any of the
                  following:  (a) any Person (other than a Person that, as of
                  the Agreement Date, owns 10% or more of the outstanding shares
                  of voting securities of IMTC) or group (as such term is
                  defined in Rule 13d-5 under the Exchange Act) of Persons shall
                  as a result of a tender or exchange offer, open market
                  purchase, merger, privately negotiated purchases or otherwise,
                  have become, directly or indirectly, the beneficial owner
                  (within the meaning of Rule 13d-3 of the Exchange Act) of
                  securities having forty percent (40%) or more of the ordinary
                  voting power of the then outstanding securities of IMTC; or
                  (b) a change in any two of the individuals acting as the
                  Chairman, President, or Chief Financial Officer, respectively,
                  of IMTC after the Agreement Date, if such individuals are not
                  replaced with individuals reasonably acceptable to the Agent
                  within ninety (90) days.

                       "CHIRON LITIGATION" means those certain legal proceedings
                  involving patents owned by Chiron Corporation relating to
                  hepatitis C virus.

                       "CODE" means the Internal Revenue Code of 1986, and
                  regulations promulgated thereunder.

                       "COLLATERAL" means all property and interests in property
                  and proceeds thereof now owned or hereafter acquired by any
                  Person in or upon which a Lien now or hereafter exists in
                  favor of the Issuing Bank or the Lenders, or the Agent or the
                  Collateral Agent on behalf of the Issuing Bank and the
                  Lenders, whether under this Agreement or under any other
                  documents executed by any such Person and delivered to the
                  Agent, the Collateral Agent or the Issuing Bank or the
                  Lenders.

                       "COLLATERAL AGENT" means, with respect to all property
                  located in the United States of America or Barbados, BAFSB,
                  and with respect to all property located in the United
                  Kingdom, Bank of America National Trust and Savings
                  Association, acting through its London branch.

                       "COLLATERAL DOCUMENTS" means, collectively, (i) the
                  Guaranty Agreements, the Security Agreements, the Stock Pledge
                  Agreements, the Assignment of Intercompany Notes, the
                  Intellectual Property Security Agreements, and all other
                  security agreements, mortgages, deeds of trust, patent and
                  trademark assignments, lease assignments, guarantees and other
                  similar agreements between any Borrower or any Guarantor and
                  the Lenders, the Issuing Bank, any Collateral Agent or the
                  Agent, for the benefit of the Issuing Bank and the Lenders,
                  now or hereafter delivered to the Lenders, the Issuing Bank,
                  any Collateral Agent or the Agent pursuant to or in connection
                  with the transactions contemplated hereby, and all financing
                  statements (or comparable documents now or hereafter filed in
                  accordance with the Uniform Commercial Code or comparable law)
                  against any Borrower or any Guarantor as debtor in favor of
                  the Lenders, the Issuing Bank, any Collateral Agent or the
                  Agent, for the benefit of the Issuing Bank and the Lenders, as
                  secured party, and (ii) any amendments, supplements,
                  modifications, renewals, replacements, consolidations,
                  substitutions and extensions of any of the foregoing.

                       "COMMITMENT" means the several obligations of the Lenders
                  to advance the aggregate sum of up to U.S. $15,000,000 the
                  Borrowers, (including the several obligations of the Offshore
                  Currency Lenders pursuant to the Offshore Currency Commitment)
                  pursuant to the terms hereof, as such obligations may be
                  reduced from time to time pursuant to the terms hereof;
                  provided, however, that a Lender which is not an Offshore
                  Currency Lender shall not be obligated to advance any funds in
                  an Offshore Currency.

                       "COMMITMENT PERCENTAGES" means the percentages in which
                  the Lenders are severally bound to satisfy the Commitment
                  (including, without limitation, each Offshore Currency
                  Lender's Offshore Currency Commitment) to make Loans to the
                  Borrowers as shall be in effect from time to time; such
                  percentages as of the Agreement Date are as set forth on
                  SCHEDULE 2 hereto.

                       "COMPUTATION DATE" has the meaning ascribed to such term
                  in SECTION 2.5(A) hereof.

                       "COMPLIANCE CERTIFICATE" means a certificate
                  substantially in the form of EXHIBIT B. 

                       "CONSOLIDATED TANGIBLE NET WORTH" means, with respect to
                  IMTC on a consolidated basis with its Subsidiaries at any
                  time, the total of the shareholders' equity (including Capital
                  Stock, additional paid-in capital and retained earnings after
                  deducting treasury stock) less the sum of the total amount of
                  all intangible assets.

                       "CONTINGENT OBLIGATION" means, as to any Person, any
                  direct or indirect liability of that Person, whether or not
                  contingent, with or without recourse, (a) with respect to any
                  Indebtedness, lease, dividend, letter of credit or other
                  obligation (the "primary obligations") of another Person (the
                  "primary obligor"), including any obligation of that Person
                  (i) to purchase, repurchase or otherwise acquire such primary
                  obligations or any security therefor, (ii) to advance or
                  provide funds for the payment or discharge of any such primary
                  obligation, or to maintain working capital or equity capital
                  of the primary obligor or otherwise to maintain the net worth
                  or solvency or any balance sheet item, level of income or
                  financial condition of the primary obligor, (iii) to purchase
                  property, securities or services primarily for the purpose of
                  assuring the owner of any such primary obligation of the
                  ability of the primary obligor to make payment of such primary
                  obligation, or (iv) otherwise to assure or hold harmless the
                  holder of any such primary obligation against loss in respect
                  thereof (each, a "GUARANTY OBLIGATION"); (b) with respect to
                  any Surety Instrument (other than any Letter of Credit) issued
                  for the account of that Person or as to which that Person is
                  otherwise liable for reimbursement of drawings or payments;
                  (c) to purchase any materials, supplies or other property
                  from, or to obtain the services of, another Person if the
                  relevant contract or other related document or obligation
                  requires that payment for such materials, supplies or other
                  property, or for such services, shall be made regardless of
                  whether delivery of such materials, supplies or other property
                  is ever made or tendered, or such services are ever performed
                  or tendered, or (d) in respect of any Swap Contract.  The
                  amount of any Contingent Obligation shall, in the case of
                  Guaranty Obligations, be deemed equal to the stated or
                  determinable amount of the primary obligation in respect of
                  which such Guaranty Obligation is made or if less, the maximum
                  stated amount of the Guaranty Obligation or, if not stated or
                  if indeterminable, the maximum reasonably anticipated
                  liability in respect thereof.

                       "CONTRACT RIGHT" means, with respect to any Person, any
                  right of such Person to payment under a contract.

                       "CONTRACTUAL OBLIGATION" means, as to any Person, any
                  provision of any security issued by such Person or of any
                  agreement, undertaking, contract, indenture, mortgage, deed of
                  trust or other instrument, document or agreement to which such
                  Person is a party or by which it or any of its property is
                  bound.

                       "CONVERSION/CONTINUATION DATE" means any date on which,
                  under SECTION 2.4, the Borrower Representative (a) converts
                  Loans of one Type to another Type, or (b) continues as Loans
                  of the same Type, but with a new Interest Period, Loans having
                  Interest Periods expiring on such date.

                       "CREDIT EXTENSION" means and includes (a) the making of
                  any Loans hereunder, and (b) the Issuance of any Letters of
                  Credit hereunder.

                       "DEFAULT" means any event or circumstance which, with the
                  giving of notice, the lapse of time, or both, would (if not
                  cured or otherwise remedied during such time) constitute an
                  Event of Default.

                       "DEFAULT RATE" means a simple per annum interest rate
                  equal to, (a) with respect to outstanding principal, the sum
                  of (i) (x) the Eurodollar Rate plus 2.5% or (y) the Base Rate,
                  as applicable, PLUS (ii) two percent (2%), and (b) with
                  respect to all other Obligations, the sum of (i) the Base
                  Rate, PLUS (ii) one percent (1%).

                       "EBITDA" means, for any period for IMTC on a consolidated
                  basis, the net income for such period PLUS (i) without
                  duplication and to the extent reflected as charges in the
                  statement of net income for such period, the sum of (a) income
                  taxes, (b) interest expense, (c) depreciation and amortization
                  expense, (d) losses arising from fluctuations in foreign
                  currency exchange rates, (e) for all calculations which
                  include a period ending on or prior to June 30, 1996, the
                  amount of royalty obligations accrued in connection with the
                  Chiron Litigation and (f) Attorney Costs incurred by IMTC and
                  its Subsidiaries in connection with the Chiron Litigation,
                  MINUS (ii) without duplication and to the extent included in
                  the net income for such period, (a) gains arising from
                  fluctuations in foreign currency rates, and (b) for all
                  calculations which include a period ending on or prior to
                  June 30, 1996, the amount of $300,000 per quarter for royalty
                  obligations in connection with the Chiron Litigation. 
                  Additionally, for all calculations of EBITDA through
                  December 31, 1997, the aggregate amount of payments on the
                  Abbott Note Receivable (not to exceed $2,000,000) received by
                  any Borrower from Abbott during such period will be added to
                  net income for such period (to the extent not included in
                  calculating net income for such period).

                       "EFFECTIVE AMOUNT" means (i) with respect to any Loans on
                  any date, the Equivalent Amount of the aggregate outstanding
                  principal amount thereof after giving effect to any Borrowings
                  and prepayments or repayments of Loans occurring on such date;
                  and (ii) with respect to any outstanding L/C Obligations on
                  any date, the Equivalent Amount of such L/C Obligations on
                  such date after giving effect to any Issuances of Letters of
                  Credit occurring on such date and any other changes in the
                  aggregate amount of the L/C Obligations as of such date,
                  including as a result of any reimbursements of outstanding
                  unpaid drawings under any Letters of Credit or any reductions
                  in the maximum amount available for drawing under Letters of
                  Credit taking effect on such date.

                       "ELIGIBLE ACCOUNT" means an Account owing to any
                  Borrower:

                            (1)  which is genuine and in all respects what it
                       purports to be;

                            (2)  which arises from the sale of goods by any
                       Borrower; and (i) such goods comply with such Account
                       Debtor's specifications (if any) and have been shipped
                       to, or delivered to and accepted by, such Account Debtor
                       and (ii) such Borrower has possession of, or if requested
                       by the Agent, has delivered to the Agent, shipping and
                       delivery receipts evidencing such shipment, delivery and
                       acceptance;

                            (3)  which is payable in the United States or in the
                       United Kingdom in U.S. Dollars or in Offshore Currency;

                            (4)  which (a) is evidenced by an invoice rendered
                       to the Account Debtor with respect thereto which (i) is
                       dated not earlier than the date of shipment or
                       performance and (ii) has payment terms which are
                       acceptable to the Agent which payment terms existing on
                       and disclosed to the Agent prior to the Agreement Date
                       are acceptable to the Agent, and (b) does not constitute
                       service charges, chargebacks, memo billings or ineligible
                       credit column balances;

                            (5)  which is not subject to any assignment, claim
                       or Lien, other than a Lien in favor of the Agent or a
                       Collateral Agent;

                            (6)  which is a valid, legally enforceable and
                       unconditional obligation of the Account Debtor with
                       respect thereto, and is not subject to any setoff,
                       counterclaim, credit, allowance (except any credit or
                       allowance which has been deducted in computing the net
                       amount of the applicable invoice, as shown in the
                       original schedule or Borrowing Base Certificate furnished
                       to the Agent identifying or including such Account) or
                       adjustment by the Account Debtor with respect thereto, or
                       to any claim by such Account Debtor denying liability
                       thereunder in whole or in part, and such Account Debtor
                       has not refused to accept any of the goods or services
                       which are the subject of such Account or offered or
                       attempted to return any of such goods;

                            (7)  if there are no proceedings or actions which
                       are then threatened or pending against the Account Debtor
                       with respect thereto or to which such Account Debtor is a
                       party which might result in any material adverse change
                       in such Account Debtor's financial condition or
                       prospects, or in its ability to pay any Account in full
                       when due;

                            (8)  which does not arise out of a contract or order
                       which, by its terms, forbids, restricts or makes void or
                       unenforceable the assignment by such Borrower to the
                       Agent of the Account arising with respect thereto;

                            (9)  if the Account Debtor with respect thereto is
                       not an Obligor or an Affiliate of an Obligor or an
                       employee or agent of any Obligor; 

                            (10) which is not an Account arising from a "sale on
                       approval," "sale or return" or "consignment," or subject
                       to any other repurchase or return agreement;

                            (11) which is not an Account with respect to which
                       possession and/or control of the goods sold giving rise
                       thereto is held, maintained or retained by such Borrower,
                       any other Obligor, any Affiliate of any Obligor, or any
                       of their respective Subsidiaries (or by any agent or
                       custodian of any of the foregoing) for the account of or
                       subject to further and/or future direction from the
                       Account Debtor thereof;

                            (12) which is not an Account which in any way fails
                       to meet or violates any warranty, representation or
                       covenant contained in this Agreement or any Loan Document
                       relating directly or indirectly to such Borrower's
                       Accounts; 

                            (13) which arises in the ordinary course of such
                       Borrower's business;

                            (14) which is not unpaid on the date that is ninety
                       (90) days after its invoice date;

                            (15) to the extent such Account, together with all
                       other Accounts owing by such Account Debtor to any
                       Borrower, does not exceed in the aggregate 25% of the
                       amount of all Accounts of the Borrowers; and

                            (16) which the Account is evidenced by chattel paper
                       or an instrument, (a) the Agent shall have specifically
                       agreed in writing to include such Account as an Eligible
                       Account, (b) only payments then due and payable under
                       such chattel paper or instrument shall be included as an
                       Eligible Account and (c) the original of such chattel
                       paper or instrument has been endorsed and/or assigned and
                       delivered to the Agent in a manner satisfactory to the
                       Agent.

                  An Account which is at any time an Eligible Account but which
                  subsequently fails to meet any of the foregoing requirements,
                  shall forthwith cease to be an Eligible Account. 

                       "ELIGIBLE ASSIGNEE" means (a) a commercial bank organized
                  under the laws of the United States, or any state thereof, and
                  having a combined capital and surplus of at least
                  $100,000,000; (b) a commercial bank organized under the laws
                  of any other country which is a member of the Organization for
                  Economic Cooperation and Development (the "OECD"), or a
                  political subdivision of any such country, and having a
                  combined capital and surplus of at least $100,000,000; and
                  (c) a Person that is primarily engaged in the business of
                  commercial banking or asset based lending and that is an
                  Affiliate of a Lender.

                       "ELIGIBLE INVENTORY" means Inventory owned by any
                  Borrower which meets the following requirements:

                            (1)  it is not subject to any assignment, claim or
                       Lien, other than a Lien in favor of the Agent or the
                       Collateral Agent, on behalf of the Issuing Bank and the
                       Lenders;

                            (2)  it is (a)(i) finished goods Inventory which is
                       held for sale, (ii) raw materials, or (iii) work in
                       process which the Agent determines, in its sole and
                       absolute discretion, to be in saleable form, (b) (except
                       as the Agent may otherwise consent in writing) new and
                       unused and (c) not Inventory classified by such Borrower
                       on its general ledgers, prepared in a manner consistent
                       with such Borrower's general ledgers disclosed to the
                       Agent prior to the Agreement Date, as either "close out"
                       or "discontinued" Inventory and which "close out" or
                       "discontinued" Inventory has been owned by such Borrower
                       for an aggregate of more than eighteen months;

                            (3)  unless it meets the requirements of CLAUSE (4)
                       of this definition, it is in the possession and control
                       of such Borrower or its agents; PROVIDED, HOWEVER, that
                       if it is stored on premises located in the U.S.A. and
                       leased to such Borrower, the Agent is in possession of a
                       Landlord's Consent duly executed by the owner of such
                       premises;

                            (4)  if it is in the possession or control of a
                       bailee, warehouseman, consignee, processor or other
                       Person other than a Borrower, the Agent is in possession
                       of such agreements, instruments and documents as the
                       Agent may reasonably require (each in form and content
                       reasonably acceptable to the Agent and duly executed, as
                       appropriate, by the bailee, warehouseman, consignee,
                       processor or other Person in possession or control of
                       such Inventory, as applicable) including but not limited
                       to warehouse receipts in the Agent's name covering such
                       Inventory and a Landlord's Consent or other similar
                       consent, as applicable;

                            (5)  it is not Inventory which is dedicated to or,
                       identifiable with, or is otherwise specifically to be
                       used in the manufacture of, goods which are to be sold to
                       the United States of America or any department, agency or
                       instrumentality thereof and in respect of which
                       Inventory, such Borrower shall have received any progress
                       or other advance payment which is or may be credited or
                       set off against any Account generated upon the sale or
                       lease of any such goods;

                            (6)  it is not Inventory produced in violation of
                       the Fair Labor Standards Act and subject to the "hot
                       goods" provisions contained in Title 29 U.S.C. SECTION
                       215 or any successor statute or section;

                            (7)  it is not (i) goods used in connection with
                       maintenance or repair of such Borrower's business,
                       properties or assets, (ii) general supplies, (iii) raw
                       materials in the possession or control of a processor or
                       finisher or (iv) work in process (except to the extent
                       the Agent determines, in its sole and absolute
                       discretion, such work in process to be in saleable form
                       as set forth in clause (2)(a)(iii) above);

                            (8)  it is not Inventory which in any way fails to
                       meet or violates any warranty, representation or covenant
                       contained in this Agreement or any Loan Document relating
                       directly or indirectly to such Borrower's Inventory; and

                            (9)  it is excessively slow moving or otherwise
                       unacceptable due to age, type, category, quality and/or
                       quantity, as determined by the Agent in its reasonable
                       discretion. 

                  Inventory which is at any time Eligible Inventory but which
                  subsequently fails to meet any of the foregoing requirements
                  shall forthwith cease to be Eligible Inventory.

                       "ENVIRONMENTAL CLAIMS" means all claims, however
                  asserted, by any Governmental Authority or other Person
                  alleging potential liability or responsibility for violation  
                  of any Environmental Law, or for release or injury to the
                  environment or threat to public health, personal injury
                  (including sickness, disease or death), property damage,
                  natural resources damage, or otherwise alleging liability or
                  responsibility for damages (punitive or otherwise), cleanup,
                  removal, remedial or response costs, restitution, civil or
                  criminal penalties, injunctive relief, or other type of
                  relief, resulting from or based upon the presence, placement,
                  discharge, emission or release (including intentional and
                  unintentional, negligent and non-negligent, sudden or
                  non-sudden, accidental or non-accidental, placement, spills,
                  leaks, discharges, emissions or releases) of any Hazardous
                  Material at, in, or from Property, whether or not owned by any
                  Borrower.

                       "ENVIRONMENTAL LAWS" means the Resource Conservation and
                  Recovery Act, 42 U.S.C. Section 690, ET SEQ., the
                  Comprehensive Environmental Response, Compensation and
                  Liability Act of 1980, as amended, any so-called "Superfund"
                  or "Superlien" law, the Toxic Substances Control Act, and any
                  successor statute of similar import, together with the
                  regulations thereunder, in each case as in effect from time to
                  time, and any other applicable federal, European community,
                  state or local statute, law, ordinance, code, rule,
                  regulation, guideline, order or decree, or other requirement
                  (whether or not having the force of law) regulating, relating
                  to, or imposing liability or standards of conduct (including,
                  but not limited to, permit requirements, and emission or
                  effluent restrictions) concerning any Hazardous Materials or
                  any hazardous, toxic or dangerous waste, substance or
                  constituent, or any pollutant or contaminant or other
                  substance, whether solid, liquid or gas, or otherwise relating
                  to public health and safety and/or protection of the
                  environment, as now or at any time hereafter in effect. 
                  References to sections of any such statute shall be construed
                  to also refer to any successor sections.

                       "EQUIPMENT" means, with respect to any Person, all such
                  Person's equipment of every description, including, without
                  limitation, fixtures, furniture, vehicles and trade fixtures,
                  together with any and all accessions, parts and equipment
                  attached thereto or used in connection therewith, and any
                  substitutions therefor and replacements thereof.

                       "EQUIVALENT AMOUNT" means (i) whenever this Agreement
                  requires or permits a determination on any date of the
                  equivalent in U.S. Dollars of an amount expressed in an
                  Offshore Currency, the equivalent amount in U.S. Dollars of an
                  amount expressed in an Offshore Currency as determined by the
                  Agent on such date on the basis of the Spot Rate for the
                  purchase of U.S. Dollars with such Offshore Currency on the
                  relevant Computation Date provided for hereunder; or (ii)
                  whenever this Agreement requires or permits a determination on
                  any date of the equivalent amount in an Offshore Currency of
                  an amount expressed in U.S. Dollars, the equivalent amount in
                  an Offshore Currency of an amount expressed in U.S. Dollars as
                  determined by the Agent on such date on the basis of the Spot
                  Rate for the purchase of such Offshore Currency with U.S.
                  Dollars on the relevant Computation Date provided for
                  hereunder. 

                       "ERISA" means the Employee Retirement Income Security Act
                  of 1974, and regulations promulgated thereunder.

                       "ERISA AFFILIATE" means any trade or business (whether or
                  not incorporated) under common control with any Borrower
                  within the meaning of Section 414(b) or (c) of the Code (and
                  Sections 414(m) and (o) of the Code for purposes of provisions
                  relating to Section 412 of the Code).

                       "ERISA EVENT" means (a) a Reportable Event with respect
                  to a Pension Plan; (b) a withdrawal by any Borrower or any
                  ERISA Affiliate from a Pension Plan subject to Section 4063 of
                  ERISA during a plan year in which it was a substantial
                  employer (as defined in Section 4001(a)(2) of ERISA) or a
                  cessation of operations which is treated as such a withdrawal
                  under Section 4062(e) of ERISA; (c) a complete or partial
                  withdrawal by any Borrower or any ERISA Affiliate from a
                  Multiemployer Plan or notification that a Multiemployer Plan
                  is in reorganization; (d) the filing of a notice of intent to
                  terminate, the treatment of a Plan amendment as a termination
                  under Section 4041 or 4041A of ERISA, or the commencement of
                  proceedings by the PBGC to terminate a Pension Plan or
                  Multiemployer Plan; (e) an event or condition which might
                  reasonably be expected to constitute grounds under Section
                  4042 of ERISA for the termination of, or the appointment of a
                  trustee to administer, any Pension Plan or Multiemployer Plan;
                  or (f) the imposition of any liability under Title IV of
                  ERISA, other than PBGC premiums due but not delinquent under
                  Section 4007 of ERISA, upon any Borrower or any ERISA
                  Affiliate.

                       "ESTIMATED REMEDIATION COSTS" means all costs associated
                  with performing work to remediate contamination of real
                  property or groundwater, including engineering and other
                  professional fees and expenses, costs to remove, transport and
                  dispose of contaminated soil, costs to "cap" or otherwise
                  contain contaminated soil, and costs to pump and treat water
                  and monitor water quality. 

                       "EURODOLLAR RATE" means, for each Interest Period in
                  respect of Eurodollar Rate Loans comprising part of the same
                  Loan, an interest rate per annum (rounded upward to the
                  nearest 1/16th of 1%) determined by the Agent pursuant to the
                  following formula:

                            (a)  With respect to Eurodollar Rate Loans
                       denominated in U.S. Dollars, as follows:

                  Eurodollar Rate =                   LIBOR                
                                       --------------------------------
                                       1.00 Offshore Reserve Percentage

                  Where,

                       "OFFSHORE RESERVE PERCENTAGE" means for any day for any
                       Interest Period the maximum reserve percentage (expressed
                       as a decimal, rounded upward to the nearest 1/100th of
                       1%) in effect on such day (whether or not applicable to
                       any Lender) under regulations issued from time to time by
                       the FRB for determining the maximum reserve requirement
                       (including any emergency, supplemental or other marginal
                       reserve requirement) with respect to eurocurrency funding
                       (currently referred to as "Eurocurrency liabilities")
                       having a term comparable to such Interest Period; and

                       "LIBOR" means the rate of interest per annum determined
                       by the Agent to be the arithmetic mean (rounded upward to
                       the nearest 1/16th of 1%) of the rates of interest per
                       annum notified to the Agent by the Reference Lender as
                       the rate of interest at which dollar deposits in the
                       approximate amount of the Loan to be made or continued
                       as, or converted into, an Eurodollar Rate Loan by such
                       Reference Lender and having a maturity comparable to such
                       Interest Period would be offered to major banks in the
                       London interbank market at their request at or about
                       11:00 a.m. (New York) on the second Business Day prior to
                       the commencement of such Interest Period.

                            (b)  With respect to Eurodollar Rate Loans
                       denominated in an Offshore Currency, as follows:

                  Eurodollar Rate =     LIBOR + MLA Cost               

                  Where,

                       "MLA Cost" means the percentage per annum calculated in
                       accordance with SCHEDULE 5 hereto.

                       "LIBOR" means the rate of interest equal to the average
                       (rounded upwards, if necessary, to the nearest 1/100 of
                       1%) as of 11:00 a.m. (London Time), on the Business Day
                       of the commencement of such Interest Period for the
                       Offshore Currency for a period comparable to such
                       Interest Period, at which deposits in the Offshore
                       Currency in Same Day Funds are offered to BOA in the
                       London interbank market.

                       The Eurodollar Rate shall be adjusted automatically as of
                  the effective date of any change in the Offshore Reserve
                  Percentage or the MLA Cost.

                       "EURODOLLAR RATE LOAN" means a Loan that bears interest
                  based on the Eurodollar Rate plus 2.5% and which shall be in a
                  principal amount of at least $500,000 and in an integral
                  multiple of $100,000 (or the Equivalent Amount thereof in an
                  Offshore Currency).

                       "EVENT OF DEFAULT" means any of the events or
                  circumstances specified in SECTION 9.1.

                       "EXCHANGE ACT" means the Securities Exchange Act of 1934,
                  and regulations promulgated thereunder.

                       "FDIC" means the Federal Deposit Insurance Corporation,
                  and any Governmental Authority succeeding to any of its
                  principal functions.

                       "FEDERAL FUNDS RATE" means, for any day, the rate set
                  forth in the weekly statistical release designated as
                  H.15(519), or any successor publication, published by the
                  Federal Reserve Bank of New York (including any such
                  successor, "H.15(519)") on the preceding Business Day opposite
                  the caption "Federal Funds (Effective)"; or, if for any
                  relevant day such rate is not so published on any such
                  preceding Business Day, the rate for such day will be the
                  arithmetic mean as determined by the Agent of the rates for
                  the last transaction in overnight Federal funds arranged prior
                  to 12:00 p.m. (New York City time) on that day by each of
                  three leading brokers of Federal funds transactions in New
                  York, New York selected by the Agent.

                       "FEE LETTER" has the meaning specified in SECTION
                  2.11(A).

                       "FEMA" has the meaning specified in SECTION 2.17.

                       "FIXTURES" means, with respect to any Person, all of such
                  Person's fixtures of every description and all substitutions
                  and replacements of any thereof.

                       "FOREIGN EXCHANGE AGREEMENT" means a foreign currency
                  exchange hedging product agreement providing foreign currency
                  exchange protection, and arising at any time between any
                  Borrower, on the one hand, and one or more of the Lenders (or
                  an Affiliate of a Lender), on the other hand, as such
                  agreement may be modified, supplemented or amended, and in
                  effect from time to time.

                       "FX LENDER" has the meaning set forth in SECTION 2.17.

                       "FX TRADING OFFICE" means the office designated as the FX
                  Trading Office on SCHEDULE 1, or such other office as BAFSB
                  may designate from time to time.

                       "FRB" means the Board of Governors of the Federal Reserve
                  System, and any Governmental Authority succeeding to any of
                  its principal functions.

                       "FUNDED DEBT" means, without double-counting, with
                  respect to IMTC on a consolidated basis with its Subsidiaries
                  for any twelve month period, the arithmetic average Equivalent
                  Amount in U.S. Dollars outstanding during such period of the
                  following:  Indebtedness for money borrowed and Indebtedness
                  represented by notes payable and drafts accepted representing
                  extensions of credit, all obligations evidenced by bonds,
                  debentures, notes or other similar instruments, all
                  Indebtedness upon which interest charges are customarily paid,
                  all Capitalized Lease Obligations, all reimbursement
                  obligations with respect to outstanding letters of credit, all
                  Indebtedness issued or assumed as full or partial payment for
                  property or services (other than accrued expenses and trade
                  payables arising in the ordinary course of business, but only
                  if and so long as such accounts are payable on trade terms
                  customary in the industry), whether or not any such notes,
                  drafts, obligations or Indebtedness represent Indebtedness for
                  money borrowed.

                       "FURTHER TAXES" means any and all present or future
                  taxes, levies, assessments, imposts, duties, deductions, fees,
                  withholdings or similar charges (including, without
                  limitation, net income taxes and franchise taxes), and all
                  liabilities with respect thereto, imposed by any jurisdiction
                  on account of amounts payable or paid pursuant to SECTION 4.1.

                       "GAAP" means generally accepted accounting principles set
                  forth from time to time in the opinions and pronouncements of
                  the Accounting Principles Board and the American Institute of
                  Certified Public Accountants and statements and pronouncements
                  of the Financial Accounting Standards Board (or agencies with
                  similar functions of comparable stature and authority within
                  the U.S. accounting profession), which are applicable to the
                  circumstances as of the date of determination.

                       "GENERAL INTANGIBLES" means, with respect to any Person,
                  all of such Person's intangible personal property, including
                  things in action, causes of action and all other personal
                  property of such Person of every kind and nature (other than
                  accounts, inventory, furniture, fixtures and equipment,
                  chattel paper, documents, instruments and money), including,
                  without limitation, corporate or other business records,
                  inventions, designs, Intellectual Property, goodwill,
                  registrations, licenses, franchises, customer lists, tax
                  refund claims, claims against carriers and shippers, guarantee
                  claims, security interests, security deposits or other
                  security held by or granted to such Person to secure any
                  payment from an Account Debtor, and any rights to
                  indemnification.

                       "GOVERNMENTAL AUTHORITY" means any nation or government,
                  any state or other political subdivision thereof, any central
                  bank (or similar monetary or regulatory authority) thereof,
                  any entity exercising executive, legislative, judicial,
                  regulatory or administrative functions of or pertaining to
                  government, and any corporation or other entity owned or
                  controlled, through stock or capital ownership or otherwise,
                  by any of the foregoing.

                       "GUARANTORS" means IMTC Holdings Corporation (L) Limited,
                  a corporation organized under the laws of Malaysia, Murex
                  Diagnostics LTDA, a corporation organized under the laws of
                  Brazil, IMTC Technologies, Inc., a corporation organized under
                  the laws of the State of Delaware, Murex Diagnostics Pty., a
                  corporation organized under the laws of Australia, Murex
                  Diagnostics Pvt., a corporation organized under the laws of
                  Singapore, IMTC Holdings B.V., a private limited liability
                  company organized under the laws of The Netherlands, Murex
                  Diagnostics Benelux B.V., a private limited liability company
                  organized under the laws of The Netherlands, Murex
                  Diagnosticos, S.A., a corporation organized under the laws of
                  Spain, Murex Diagnostics S.A., a French societe anonyme
                  organized under the laws of France,  Murex Diagnostici S.p.A.,
                  a corporation organized under the laws of Italy, Murex
                  Diagnostics A/S, a corporation organized under the laws of
                  Denmark, IMTC Finance, B.V., a corporation organized under the
                  laws of The Netherlands, Murex Diagnostics Czech, a
                  corporation organized under the laws of the Czech Republic,
                  and "GUARANTOR" means any one of them.

                       "GUARANTY AGREEMENTS" means each Guaranty Agreement of
                  even date herewith executed by a Guarantor in favor of the
                  Agent, and any other guaranty agreement hereafter entered into
                  by any Obligor, as the same may be modified, supplemented or
                  amended from time to time.

                       "GUARANTY OBLIGATION" has the meaning specified in the
                  definition of "Contingent Obligation."

                       "HAZARDOUS MATERIALS" means all those substances that are
                  regulated by, or which may form the basis of liability under,
                  any Environmental Law, including any substance identified
                  under any Environmental Law as a pollutant, contaminant,
                  hazardous waste, hazardous constituent, special waste,
                  hazardous substance, hazardous material, or toxic substance,
                  or petroleum or petroleum derived substance or waste.

                       "HONOR DATE" has the meaning specified in SUBSECTION
                  3.3(C).

                       "IMTC" means International Murex Technologies
                  Corporation, a corporation organized under the laws of the
                  Province of British Columbia.

                       "INDEBTEDNESS" of any Person means, without duplication,
                  (a) all indebtedness for borrowed money; (b) all obligations
                  issued, undertaken or assumed as the deferred purchase price
                  of property or services (other than trade payables entered
                  into in the ordinary course of business on ordinary terms);
                  (c) all non-contingent reimbursement or payment obligations
                  with respect to Surety Instruments; (d) all obligations
                  evidenced by notes, bonds, debentures or similar instruments,
                  including obligations so evidenced incurred in connection with
                  the acquisition of property, assets or businesses; (e) all
                  indebtedness created or arising under any conditional sale or
                  other title retention agreement, or incurred as financing, in
                  either case with respect to property acquired by the Person
                  (even though the rights and remedies of the seller or bank
                  under such agreement in the event of default are limited to
                  repossession or sale of such property); (f) all obligations
                  with respect to capital leases; (g) all indebtedness referred
                  to in clauses (a) through (f) above secured by (or for which
                  the holder of such Indebtedness has an existing right,
                  contingent or otherwise, to be secured by) any Lien upon or in
                  property (including accounts and contracts rights) owned by
                  such Person, even though such Person has not assumed or become
                  liable for the payment of such Indebtedness; and (h) all
                  Guaranty Obligations in respect of indebtedness or obligations
                  of others of the kinds referred to in clauses (a) through (g)
                  above.  For all purposes of this Agreement, the Indebtedness
                  of any Person shall include all recourse Indebtedness of any
                  partnership or joint venture or limited liability company in
                  which such Person is a general partner or a joint venturer or
                  a member.

                       "INDEMNIFIED OBLIGATIONS" has the meaning specified in
                  SECTION 11.5.

                       "INDEMNIFIED PERSON" has the meaning specified in SECTION
                  11.5.

                       "INDEPENDENT AUDITOR" has the meaning specified in
                  SUBSECTION 7.1(A).

                       "INSOLVENCY PROCEEDING" means, with respect to any
                  Person, (a) any case, action or proceeding with respect to
                  such Person before any court or other Governmental Authority
                  relating to bankruptcy, reorganization, insolvency,
                  liquidation, receivership, dissolution, winding-up or relief
                  of debtors, or (b) any general assignment for the benefit of
                  creditors, composition, marshalling of assets for creditors,
                  or other, similar arrangement in respect of its creditors
                  generally or any substantial portion of its creditors;
                  undertaken under U.S. Federal, state or foreign law, including
                  the Bankruptcy Code.

                       "INTELLECTUAL PROPERTY" means, with respect to any
                  Person, collectively, such Person's copyright property, Patent
                  Property and trademark property.

                       "INTELLECTUAL PROPERTY SECURITY AGREEMENTS" means the
                  Patent Security Agreement and the License Security Agreement.

                       "INTEREST PAYMENT DATE" means, as to any Eurodollar Rate
                  Loan, the last day of each Interest Period applicable to such
                  Eurodollar Rate Loan and, as to any Base Rate Loan, the last
                  Business Day of each month and each date such Base Rate Loan
                  is converted into another Type of Loan, PROVIDED, HOWEVER,
                  that if any Interest Period for an Eurodollar Rate Loan
                  exceeds three months, the dates that fall at the three month
                  intervals, after the beginning and prior to the end of such
                  Interest Period, are also Interest Payment Dates.

                       "INTEREST PERIOD" means, as to any Eurodollar Rate Loan,
                  the period commencing on the Borrowing Date of such Loan or on
                  the Conversion/Continuation Date on which the Loan is
                  converted into or continued as an Eurodollar Rate Loan, and
                  ending on the date one, two, three or six months thereafter as
                  selected by the Borrower Representative in its Notice of
                  Borrowing or Notice of Conversion/Continuation;

                  PROVIDED that:

                            (1)  if any Interest Period would otherwise end on a
                       day that is not a Business Day, that Interest Period
                       shall be extended to the following Business Day unless,
                       in the case of an Eurodollar Rate Loan, the result of
                       such extension would be to carry such Interest Period  
                       into another calendar month, in which event such Interest
                       Period shall end on the preceding Business Day;

                            (2)  any Interest Period pertaining to an Eurodollar
                       Rate Loan that begins on the last Business Day of a
                       calendar month (or on a day for which there is no
                       numerically corresponding day in the calendar month at
                       the end of such Interest Period) shall end on the last
                       Business Day of the calendar month at the end of such
                       Interest Period; and

                            (3)  no Interest Period shall extend beyond the
                       Maturity Date.

                       "INVENTORY" means, with respect to any Person, any and
                  all of such Person's goods (including, without limitation,
                  goods in transit), wheresoever located which are or may at any
                  time be in transit to such Person, leased by such Person to a
                  lessee, held for sale or lease, furnished under any contract
                  of service, or held as raw materials, work in process, or
                  supplies or materials used or consumed in such Person's
                  business, or which are held for use in connection with the
                  manufacture, packaging, packing, shipping, advertising,
                  selling or finishing of such goods, and all goods of such
                  Person the sale or other disposition of which has given rise
                  to an Account, Contract Right, General Intangible, instrument
                  or chattel paper which are returned to and/or repossessed
                  and/or stopped in transit by such Person or the Agent or any
                  Lender or any agent or bailee of any of them, and all
                  documents of title or other documents representing the same.

                       "IRS" means the Internal Revenue Service, and any
                  Governmental Authority succeeding to any of its principal
                  functions under the Code.

                       "ISSUANCE DATE" has the meaning specified in SECTION
                  3.1(A).

                       "ISSUE" means, with respect to any Letter of Credit, to
                  issue or to extend the expiry of, or to renew or increase the
                  amount of, such Letter of Credit; and the terms "ISSUED,"
                  "ISSUING" and "ISSUANCE" have corresponding meanings.

                       "ISSUING BANKS" means BAI and BOA, together with any
                  replacement letter of credit issuer arising under SECTION
                  10.9, and "ISSUING BANK" means any one of them.

                       "JUDGMENT CURRENCY" has the meaning ascribed to such term
                  in SECTION 2.16 hereof.

                       "LANDLORD'S CONSENT" means a Landlord Waiver and License
                  Agreement substantially in the form of EXHIBIT C, with
                  appropriate insertions, or such other form as shall be
                  acceptable to the Agent, as it may be amended or modified from
                  time to time, pursuant to which any owner of a premises
                  located in the U.S.A. and at which Inventory is located
                  acknowledges the existence and priority of the Agent's Lien
                  thereon.

                       "L/C AMENDMENT APPLICATION" means an application form for
                  amendment of outstanding standby or commercial documentary
                  letters of credit as shall at any time be in use at any
                  Issuing Bank, as any Issuing Bank shall request.

                       "L/C APPLICATION" means an application form for issuances
                  of standby letters of credit (including, with respect to
                  Offshore Currency L/Cs, the application form attached hereto
                  as EXHIBIT I) as shall at any time be in use at any Issuing
                  Bank, as any Issuing Bank shall request.

                       "L/C COMMITMENT" means the commitment of the Issuing
                  Banks to Issue Letters of Credit, and the commitment of the
                  Lenders severally to participate in Letters of Credit from
                  time to time Issued under Article III, in an aggregate amount
                  not to exceed on any date the amount of $2,000,000, as the
                  same shall be reduced as a result of a reduction in the L/C
                  Commitment pursuant to SECTION 2.6; PROVIDED that the L/C
                  Commitment is a part of the Commitment, rather than a
                  separate, independent commitment.

                       "L/C OBLIGATIONS" means at any time the sum of the
                  Equivalent Amount in U.S. Dollars of (a) the aggregate undrawn
                  amount of all Letters of Credit then outstanding, plus (b) the
                  amount of all unreimbursed drawings under all Letters of
                  Credit.

                       "L/C-RELATED DOCUMENTS" means the Letters of Credit, the
                  L/C Applications, the L/C Amendment Applications and any other
                  document relating to any Letter of Credit, including any of an
                  Issuing Bank's standard form documents for letter of credit
                  issuances.

                       "LENDERS" means those banks whose names are set forth on
                  the signature pages hereof under the heading "Lenders" and any
                  assignees of the Lenders who hereafter become parties hereto
                  pursuant to and in accordance with SECTION 11.8 hereof; and
                  "LENDER" shall mean any one of the foregoing Lenders.

                       "LENDING OFFICE" means, as to the Agent or any Lender,
                  the office or offices of the Agent or such Lender specified as
                  its "Lending Office" or "Domestic Lending Office" or "Offshore
                  Lending Office", as the case may be, on SCHEDULE 1, or such
                  other office or offices as the Lender may from time to time
                  notify the Borrower Representative and the Agent. 

                       "LETTERS OF CREDIT" means any standby letters of credit
                  Issued by an Issuing Bank pursuant to ARTICLE III.

                       "LICENSE AGREEMENT" means that certain License Agreement
                  dated as of May 3, 1994, between Murex Diagnostics Corporation
                  (f/k/a International Murex Technologies Limited) and Abbott.

                       "LICENSE SECURITY AGREEMENT" means that certain License
                  Security Agreement of even date executed by Murex Diagnostics
                  Corporation in favor of the Agent, as the same may be amended,
                  restated or supplemented from time to time.

                       "LIEN" means any security interest, mortgage, deed of
                  trust, pledge, hypothecation, assignment, charge or deposit
                  arrangement, encumbrance, lien (statutory or other) or
                  preferential arrangement of any kind or nature whatsoever in
                  respect of any property (including those created by, arising
                  under or evidenced by any conditional sale or other title
                  retention agreement, the interest of a lessor under a capital
                  lease, any financing lease having substantially the same
                  economic effect as any of the foregoing, or the filing of any
                  financing statement naming the owner of the asset to which
                  such lien relates as debtor, under the Uniform Commercial Code
                  or any comparable law) and any contingent or other agreement
                  to provide any of the foregoing, but not including the
                  interest of a lessor under an operating lease. 

                       "LOANS" means, collectively, the amounts advanced by the
                  Lenders to any Borrower under the Commitment including the
                  amount of Offshore Currency Loans advanced by the Offshore
                  Currency Lenders to any U.K. Borrower under the Offshore
                  Currency Commitment, not to exceed the amount of the
                  Commitment, and evidenced by the Notes, and may be a Base Rate
                  Loan or an Eurodollar Rate Loan (each, a "TYPE" of Loan).

                       "LOAN DOCUMENTS" means this Agreement, any Notes, the
                  Collateral Documents, the L/C-Related Documents, the Fee
                  Letters, any Foreign Exchange Agreements, and all other
                  documents delivered to the Agent, any Collateral Agent, the
                  Issuing Bank or any Lender in connection with the transactions
                  contemplated by this Agreement.

                       "MAJORITY LENDERS" means at any time of determination
                  (a) if there are less than three (3) Lenders hereunder, all of
                  the Lenders, and (b) if there are three (3) or more Lenders
                  hereunder, at least (i) two (2) Lenders and (ii) Lenders the
                  total of whose Loans outstanding equals or exceeds sixty
                  percent (60%) of the total principal amount of the Loans
                  outstanding hereunder (including the Equivalent Amount in U.S.
                  Dollars of the total principal amount of the Offshore Currency
                  Loans outstanding as of the most recent Computation Date).

                       "MARGIN STOCK" means "margin stock" as such term is
                  defined in Regulation G, T, U  or X of the FRB. 

                       "MATERIAL ADVERSE EFFECT" means (a) a material adverse
                  change in, or a material adverse effect upon, the operations,
                  business, properties, condition (financial or otherwise) or
                  prospects of IMTC and its Subsidiaries taken as a whole; (b) a
                  material impairment of the ability of any Borrower to perform
                  under any Loan Document to which it is a party and to avoid
                  any Event of Default; or (c) a material adverse effect upon
                  (i) the legality, validity, binding effect or enforceability
                  against any Borrower or any Material Subsidiary of any Loan
                  Document, or (ii) the perfection or priority of any Lien
                  granted under any of the Collateral Documents.

                       "MATERIAL SUBSIDIARY" means those Subsidiaries of IMTC
                  listed on SCHEDULE 4 hereto, and any other Subsidiary of IMTC,
                  now or hereafter created, which (a) owns assets (not including
                  Capital Stock of any Affiliate of IMTC) having an aggregate
                  market value equal to or greater than five percent (5%) of all
                  assets of IMTC and its Subsidiaries on a consolidated basis,
                  or (b) has gross revenues which in the aggregate are equal to
                  or greater than five percent (5%) of the gross revenues of
                  IMTC and its Subsidiaries on a consolidated basis.

                       "MATURITY DATE" means November 12, 1999, or such earlier
                  date on which payment of all the Loans shall be due (whether
                  by acceleration or otherwise).

                       "MULTIEMPLOYER PLAN" means a "multiemployer plan", within
                  the meaning of Section 4001(a)(3) of ERISA, to which any
                  Borrower or any ERISA Affiliate makes, is making, or is
                  obligated to make contributions or, during the preceding three
                  calendar years, has made, or been obligated to make,
                  contributions.

                       "NOTES" mean those certain Promissory Notes of even date,
                  in the aggregate principal amount of the Commitment issued by
                  the Borrowers to each Lender, and in the aggregate principal
                  amount of the Offshore Currency Commitment issued by the
                  Borrowers to each Offshore Currency Lender, pursuant to
                  SECTION 2.2(B), in substantially the form of EXHIBITS D-1 and
                  D-2, respectively, and any extensions, renewals or amendments
                  to, or replacements of, the foregoing.

                       "NOTICE OF BORROWING" means a notice in substantially the
                  form of EXHIBIT E.

                       "NOTICE OF CONVERSION/CONTINUATION" means a notice in
                  substantially the form of EXHIBIT F.

                       "OBLIGATIONS" means all advances, debts, liabilities,
                  obligations, covenants and duties arising under any Loan
                  Document owing by any Borrower to any Lender (or any Affiliate
                  thereof), the Agent (or any Affiliate thereof), the Issuing
                  Bank (or any Affiliate thereof), the FX Lender, or any
                  Indemnified Person, whether direct or indirect (including
                  those acquired by assignment), absolute or contingent, due or
                  to become due, now existing or hereafter arising.

                       "OBLIGOR" means each Borrower, any Guarantor, and each
                  other Person who is or shall become primarily or secondarily
                  liable on any of the Obligations, or on whose property the
                  Agent, any Collateral Agent, the Issuing Bank or any Lender
                  holds a Lien as security for any of the Obligations.

                       "OFFSHORE CURRENCY" means the British pound. 

                       "OFFSHORE CURRENCY COMMITMENT" means the several
                  obligations of the Offshore Currency Lenders to advance the
                  aggregate sum of $8,000,000 to the U.K. Borrowers in Offshore
                  Currency pursuant to the terms hereof, as such obligations may
                  be reduced from time to time pursuant to the terms hereof.

                       "OFFSHORE CURRENCY COMMITMENT PERCENTAGES" means the
                  percentages in which the Offshore Currency Lenders are
                  severally bound to satisfy the Offshore Currency Commitment to
                  make Offshore Currency Loans to the U.K. Borrowers as shall be
                  in effect from time to time; such percentages as of the
                  Agreement Date are as set forth on SCHEDULE 2 hereto.

                       "OFFSHORE CURRENCY L/C" has the meaning set forth in
                  Section 3.1 hereof.

                       "OFFSHORE CURRENCY LENDERS" means those Lenders listed as
                  "Offshore Currency Lenders" on SCHEDULE 2 hereto and any
                  assignees of the Offshore Currency Lenders which hereafter
                  became parties hereto pursuant to and in accordance with
                  SECTION 11.8 hereof; and "OFFSHORE CURRENCY LENDER" shall mean
                  any one of the foregoing Offshore Currency Lenders.

                       "OFFSHORE CURRENCY LENDING OFFICE" means, with respect to
                  each Offshore Currency Lender, the office of such Offshore
                  Currency Lender designated as such on SCHEDULE 2 hereto or
                  such other office of such Offshore Currency Lender that such
                  Offshore Currency Lender may from time to time specify by
                  providing notice hereunder to the Borrower Representative and
                  the Agent.

                       "OFFSHORE CURRENCY LOAN"  means a Loan that is advanced
                  in Offshore Currency that bears interest based on the
                  Eurodollar Rate by the Offshore Currency Lenders to any U.K.
                  Borrower and which shall be in a principal amount of (and
                  Equivalent Amount in an Offshore Currency of) at least
                  $500,000 and in an integral multiple of $100,000.

                       "ORIGINAL CURRENCY" has the meaning ascribed to such term
                  in SECTION 2.16 hereof.

                       "ORGANIZATION DOCUMENTS" means, for any corporation, the
                  certificate or articles of incorporation, the bylaws, any
                  certificate of determination or instrument relating to the
                  rights of preferred shareholders of such corporation, any
                  shareholder rights agreement, and all applicable resolutions
                  of the board of directors (or any committee thereof) of such
                  corporation.

                       "OTHER TAXES" means any present or future stamp, court or
                  documentary taxes or any other excise or property taxes,
                  charges or similar levies which arise from any payment made
                  hereunder or from the execution, delivery, performance,
                  enforcement or registration of, or otherwise with respect to,
                  this Agreement or any other Loan Documents.

                       "PATENT PROPERTY" means, with respect to any Person: 
                  (a) all of such Person's patents and patent applications
                  (including, without limitation, all patents and patent
                  applications in preparation for filing) throughout the world;
                  and (b) all patent licenses of such Person (whether as
                  licensee or licensor).

                       "PATENT SECURITY AGREEMENT" means that certain Patent
                  Security Agreement delivered pursuant to SECTION 8.14(F) and
                  dated November 12, 1996, by Murex Diagnostics Corporation in
                  favor of the Agent, as the same may be amended, modified or
                  supplemented from time to time.

                       "PBGC" means the Pension Benefit Guaranty Corporation, or
                  any Governmental Authority succeeding to any of its principal
                  functions under ERISA.

                       "PENSION PLAN" means a pension plan (as defined in
                  Section 3(2) of ERISA) subject to Title IV of ERISA which any
                  Borrower sponsors, maintains, or to which it makes, is making,
                  or is obligated to make contributions, or in the case of a
                  multiple employer plan (as described in Section 4064(a) of
                  ERISA) has made contributions at any time during the
                  immediately preceding five (5) plan years.

                       "PERMITTED ACQUISITION" means any acquisition of all or
                  substantially all of the Capital Stock of a corporation, or
                  the ownership interests in any partnership or joint venture,
                  or the acquisition of all or SUBSTANTIALLY ALL of the
                  operating assets of any Person, or assets which constitute all
                  or substantially all of the assets of a division or a separate
                  or separable line of business of any Person, provided that:

                       (a) the corporation, partnership, joint venture,
                  operating assets or line of business acquired is in a
                  substantially similar line of business as the Borrowers, 

                       (b)  the corporation, joint venture or partnership in
                  which any interest is acquired shall not have had a net
                  operating loss for any month in the twelve-month period
                  preceding the applicable acquisition date,

                       (c) the purchase price (including the amount of all
                  liabilities assured by any Borrower or Guarantor) (i) of any
                  such acquisition shall not exceed $3,500,000 in the aggregate
                  or (ii) for all such acquisitions occurring after the
                  Agreement Date shall not exceed in the aggregate $7,500,000,

                       (d)  no Event of Default or Default shall exist at the
                  time of such acquisition, and

                       (e)  the Agent contemporaneously with the closing of such
                  acquisition shall have received (i) such documents and
                  instruments as may be necessary to grant or confirm to the
                  Agent or a Collateral Agent a Lien on or security interest in
                  all of the assets so acquired that consist of Inventory of, or
                  Accounts owing to, a Subsidiary located in the United States,
                  the United Kingdom or Barbados, and (ii) if a corporation or
                  partnership is acquired and not merged into a Borrower or
                  Guarantor, a guaranty of the Obligations executed by such
                  corporation or partnership in the form and substance
                  satisfactory to the Agent.

                       "PERMITTED LIENS" has the meaning specified in
                  SECTION 8.1.

                       "PERSON" means an individual, partnership, corporation,
                  limited liability company, business trust, joint stock
                  company, trust, unincorporated association, joint venture or
                  Governmental Authority.

                       "PLAN" means an employee benefit plan (as defined in
                  Section 3(3) of ERISA) which any Borrower sponsors or
                  maintains or to which any Borrower makes, is making, or is
                  obligated to make contributions and includes any Pension Plan.

                       "REAL PROPERTY" of any Person means the real property
                  owned by such Person, including the Real Property of any
                  Borrower identified on SCHEDULE 6.15 hereto.

                       "REFERENCE LENDER" means Bank of America National Trust
                  and Savings Association.

                       "RELATED CONTRACT" means any security agreement,
                  guaranty, lease or other contract securing or otherwise
                  relating to, evidencing or arising out of any Account,
                  Contract Right, General Intangible, chattel paper, documents
                  or instruments.

                       "REPORTABLE EVENT" means, any of the events set forth in
                  Section 4043(c) of ERISA or the regulations thereunder, other
                  than any such event for which the 30-day notice requirement
                  under ERISA has been waived in regulations issued by the PBGC.

                       "REQUIREMENT OF LAW" means, as to any Person, any law
                  (statutory or common), treaty, rule or regulation or
                  determination of an arbitrator or of a Governmental Authority,
                  in each case applicable to or binding upon the Person or any
                  of its property or to which the Person or any of its property
                  is subject.

                       "RESPONSIBLE OFFICER" means, with respect to any
                  Borrower, the president, chief executive officer, the chief
                  operating officer, or the chief financial officer thereof, or
                  any other officer having substantially the same authority.

                       "RESULTING CURRENCY" has the meaning ascribed to such
                  term in SECTION 2.16 hereof.

                       "REVOLVING COMMITMENT" has the meaning set forth in
                  SECTION 2.1 hereof. 

                       "SAME DAY FUNDS" means (i) with respect to disbursements
                  and payments in U.S. Dollars, immediately available funds, and
                  (ii) with respect to disbursements and payments in an Offshore
                  Currency, same day or other funds as may be determined by the
                  Agent to be customary in the place of disbursements or payment
                  for the settlement of international banking transactions in
                  the Offshore Currency.

                       "SECURITY AGREEMENTS" means that certain Security
                  Agreement of even date herewith executed by all of the
                  Borrowers (other than the U.K. Borrowers and the Barbados
                  Borrowers) in favor of the Collateral Agent, that certain
                  Debenture executed by the Barbados Borrowers in favor of the
                  Collateral Agent, and that certain Deed of Charge of even date
                  herewith executed by the U.K. Borrowers in favor of the
                  Collateral Agent, as the same may be amended, modified or
                  supplemented from time to time, and "SECURITY AGREEMENT" means
                  any of the foregoing.

                       "SEC" means the Securities and Exchange Commission, or
                  any Governmental Authority succeeding to any of its principal
                  functions.

                       "SOLVENT" means, as to any Person at any time, that
                  (a) the fair value of the property of such Person is greater
                  than the amount of such Person's liabilities (including
                  disputed, contingent and unliquidated liabilities) as such
                  value is established and liabilities evaluated for purposes of
                  the Bankruptcy Code and, in the alternative, for purposes of
                  the Uniform Fraudulent Transfer Act; (b) the present fair
                  saleable value of the property of such Person is not less than
                  the amount that will be required to pay the probable liability
                  of such Person on its debts as they become absolute and
                  matured; (c) such Person is able to realize upon its property
                  and pay its debts and other liabilities (including disputed,
                  contingent and unliquidated liabilities) as they mature in the
                  normal course of business; (d) such Person does not intend to,
                  and does not believe that it will, incur debts or liabilities
                  beyond such Person's ability to pay as such debts and
                  liabilities mature; and (e) such Person is not engaged in
                  business or a transaction, and is not about to engage in
                  business or a transaction, for which such Person's property
                  would constitute unreasonably small capital.

                       "SPOT RATE" for a currency means the rate quoted by the
                  Agent as the spot rate for the purchase by the Agent of such
                  currency with another currency through its FX Trading Office
                  at approximately 9:00 a.m. (New York time) on the date two
                  Business Days prior to the date as of which the foreign
                  exchange computation is made.

                       "STOCK PLEDGE AGREEMENTS" means that certain Stock Pledge
                  Agreement, that certain Declaration of Pledge and that certain
                  Share Pledge Agreement, all being of even date herewith and
                  executed by IMTC Holdings B.V. in favor of the Agent, as the
                  same may be amended, supplemented or otherwise modified from
                  time to time.

                       "SUBSIDIARY" of a Person means any corporation,
                  association, partnership, limited liability company, joint
                  venture or other business entity of which more than 50% of the
                  voting stock , membership interests or other equity interests
                  (in the case of Persons other than corporations), is owned or
                  controlled directly or indirectly by the Person, or one or
                  more of the Subsidiaries of the Person, or a combination
                  thereof.  Unless the context otherwise clearly requires,
                  references herein to a "Subsidiary" refer to a Subsidiary of
                  IMTC; provided, however, references in ARTICLE VI hereof to a
                  "Subsidiary" shall not include Murex Medical Research Limited,
                  Technology License Company Limited or Specialist Diagnostics
                  Limited. 

                       "SURETY INSTRUMENTS" means with respect to a Person all
                  letters of credit (including standby and commercial), banker's
                  acceptances, shipside bonds, surety bonds and similar
                  instruments of such Person.

                       "TAXES" means any and all present or future taxes,
                  levies, assessments, imposts, duties, deductions, fees,
                  withholdings or similar charges, and all liabilities with
                  respect thereto, excluding, in the case of each Lender and the
                  Agent, respectively, taxes imposed on or measured by its net
                  income by the jurisdiction (or any political subdivision
                  thereof) under the laws of which such Lender or the Agent, as
                  the case may be, is organized or maintains a lending office.

                       "TYPE" has the meaning specified in the definition of
                  "Loan."

                       "UCC" means the Uniform Commercial Code as in effect in
                  the State of Georgia from time to time or any other applicable
                  jurisdiction.

                       "U.K. BORROWERS" means IMTC Holdings (UK) Limited and
                  Murex Biotech Limited.

                       "UNFUNDED PENSION LIABILITY" means the excess of a Plan's
                  benefit liabilities under Section 4001(a)(16) of ERISA, over
                  the current value of that Plan's assets, determined in
                  accordance with the assumptions used for funding the Pension
                  Plan pursuant to Section 412 of the Code for the applicable
                  plan year.

                       "UNITED STATES" and "U.S." each means the United States
                  of America.

                       "U.S. DOLLARS" or "U.S.$" means lawful money of the
                  United States of America.

                       "VALUE OF THE ELIGIBLE INVENTORY" means, at any
                  particular date, the LOWER of the fair market value of the
                  Eligible Inventory or its cost, valued in accordance with the
                  "First-In, First-Out" method of accounting.

                       "WHOLLY-OWNED SUBSIDIARY" means any corporation in which
                  (other than directors' qualifying shares required by law) 100%
                  of the Capital Stock of each class having ordinary voting
                  power, and 100% of the Capital Stock of every other class, in
                  each case, at the time as of which any determination is being
                  made, is owned, beneficially and of record, by any Borrower,
                  or by one or more of the other Wholly-Owned Subsidiaries, or
                  both.

                  Each definition of an agreement in this Article 1 shall
     include such agreement as modified, amended, or supplemented from time to
     time with the prior written consent of the Borrower Representative and the
     Majority Lenders, except as provided in SECTION 11.1 hereof.  Except where
     the context otherwise requires, definitions imparting the singular shall
     include the plural and vice versa.  Except where otherwise specifically
     restricted, reference to a party to a Loan Document includes that party and
     its successors and assigns.  All terms used herein which are defined in
     Article 9 of the Uniform Commercial Code in effect in the State of Georgia
     on the date hereof and which are not otherwise defined herein shall have
     the same meanings herein as set forth therein.

                  All accounting terms used herein without definition shall be
     used as defined under GAAP.

                  For all purposes of this Agreement (other than for purposes of
     the preparation of any financial statements delivered pursuant hereto), the
     equivalent of any Offshore Currency or other currency, shall be determined
     at the Spot Rate and all covenants shall be calculated in the Equivalent
     Amount of U.S. Dollars.

                  References herein to "fiscal year" shall mean the fiscal year
     of IMTC and references herein to "fiscal quarter" shall mean the fiscal
     quarters of IMTC. 


                                     ARTICLE II.

                                      THE LOANS


                  2.1  AMOUNTS AND TERMS OF COMMITMENT.  Each Lender severally
     agrees, on the terms and conditions hereinafter set forth, to make Loans to
     the Borrowers from time to time on any Business Day during the period from
     the date hereof to the Maturity Date, in an aggregate amount (determined in
     U.S. Dollars, including, when applicable, in the Equivalent Amount of any
     requested and outstanding Offshore Currency Loans pursuant to subsection
     2.5(a)) not to exceed at any time the lesser of (a) the Commitment of such
     Lender as set forth in the definition of Commitment Percentages in SECTION
     1 hereof (such amount as the same may be reduced pursuant to SECTION 2.6 or
     as a result of one or more assignments pursuant to SECTION 11.8, the
     Lender's "REVOLVING COMMITMENT"), (b) the Borrowing Base, and (c) the
     Available Loan Commitment; PROVIDED, HOWEVER, that, after giving effect to
     any Loan, the aggregate principal amount (determined in U.S. Dollars,
     including, when applicable, in the Equivalent Amount of any requested and
     outstanding Offshore Currency Loans pursuant to SECTION 2.5(A)) of all
     outstanding Loans shall not exceed the Commitment; AND PROVIDED FURTHER
     that, after giving effect to any Offshore Currency Loans, the Equivalent
     Amount of the aggregate principal amount of all outstanding Offshore
     Currency Loans shall not exceed the Offshore Currency Commitment.  Within
     the limits of each Lender's Revolving Commitment, and subject to the other
     terms and conditions hereof, the Borrowers may borrow under this SECTION
     2.1, prepay pursuant to SECTION 2.7 and reborrow pursuant to this SECTION
     2.1.

                  2.2  LOAN ACCOUNTS.

                       (a)  The Loans made by each Lender and the Letters of
     Credit issued by the Issuing Bank shall be evidenced by one or more
     accounts or records maintained by such Lender or Issuing Bank, as the case
     may be, in the ordinary course of business.  The accounts or records
     maintained by the Agent, the Issuing Bank and each Lender shall be prima
     facie evidence of the amount of the Loans made by the Lenders to the
     Borrowers and the Letters of Credit Issued for the account of any Borrower,
     and the interest and payments thereon.  Any failure so to record or any
     error in doing so shall not, however, limit or otherwise affect the
     obligation of any Borrower hereunder to pay any amount owing with respect
     to the Loans or any Letter of Credit.


                       (b)  The Loans made by each Lender shall be evidenced by
     a Note payable to the order of such Lender in an amount equal to its
     Revolving Commitment. Each such Lender shall endorse on the schedules
     annexed to its Note(s) the date, amount and maturity of each Loan made by
     it and the amount of each payment of principal made by the Borrowers with
     respect thereto.  Each such Lender is irrevocably authorized by each
     Borrower to endorse its Note(s) and each Lender's record shall be prima
     facie evidence of the amount of such Loans; PROVIDED, HOWEVER, that the
     failure of a Lender to make, or an error in making, a notation thereon with
     respect to any Loan shall not limit or otherwise affect the obligations of
     any Borrower hereunder or under any such Note to such Lender.

                  2.3  MANNER OF BORROWING AND DISBURSEMENT.

                            (a) Each advance of a Loan shall be made upon the
     Borrower Representative's irrevocable written notice delivered to the Agent
     in accordance with SECTION 11.2 hereof in the form of a Notice of Borrowing
     (which notice must be received by the Agent prior to 12:00 noon (New York
     time)) (i) three Business Days prior to the requested advance date, in the
     case of Offshore Currency Loans; (ii) three Business Days prior to the
     requested advance date, in the case of Eurodollar Rate Loans in U.S.
     Dollars; and (iii) one Business Day prior to the requested advance date, in
     the case of Base Rate Loans, specifying:

                            (A)  the amount of the Loan, which shall be in an
                       aggregate minimum principal amount of $500,000 or any
                       multiple of $100,000 in excess thereof (or the Equivalent
                       Amount thereof in an Offshore Currency);

                            (B)  the requested advance date, which shall be a
                       Business Day;

                            (C)  whether the Loan is to be a Eurodollar Rate
                       Loan or a Base Rate Loan;

                            (D)  the duration of the Interest Period applicable
                       to such Loans included in such notice.  If the Notice of
                       Borrowing shall fail to specify the duration of the
                       Interest Period for any Eurodollar Rate Loan, such
                       Interest Period shall be three months; and

                            (E)  whether the Loan is to be an Offshore Currency
                       Loan; and

                            (F)  the name of the Borrower on behalf of whom the
                       Loan is requested,

     PROVIDED, HOWEVER, that with respect to Loans to be made on the Agreement
     Date, the Notice of Borrowing shall be delivered to the Agent not later
     than 12:00 a.m. (New York time) on the Agreement Date and such Borrowing
     will consist of Base Rate Loans only.

                       (b)  The Equivalent Amount of any Loan in an Offshore
     Currency will be determined by the Agent for such Loan on the Computation
     Date therefor in accordance with SECTION 2.5(A).  Upon receipt of the
     Notice of Borrowing, the Agent will promptly notify each Offshore Currency
     Lender thereof and of the amount of such Offshore Currency Lender's   
     Offshore Currency Commitment Percentage of the Loan.

                       (c)  Each Lender will make the amount of its Commitment
     Percentage of the Loan (other than an Offshore Currency Loan), available to
     the Agent for the account of the applicable Borrower at the Agent's Office
     on the advance date requested by the Borrower Representative in Same Day
     Funds by 12:00 noon (New York time).  The proceeds of all such Loans will
     then be made available to the applicable Borrower by the Agent by
     transferring the amounts so made available by wire transfer pursuant to the
     instructions of the Borrower Representative, or, in the absence of such
     instructions, crediting the amounts so made available to the account of the
     applicable Borrower maintained with the Agent or an Affiliate of the Agent.
     Each Offshore Currency Lender will make the amount of its Commitment
     Percentage of each Offshore Currency Loan available for the account of the
     applicable Borrower by transferring such amount by wire transfer pursuant
     to the instruction of the Borrower Representative in Same Day Funds by 3:00
     p.m. (London time).

                       (d)  Unless the Majority Lenders shall otherwise agree,
     during the existence of a Default or an Event of Default, neither the
     Borrower Representative nor any other Borrower may elect to have a Loan
     made as, or converted into or continued as, an Eurodollar Rate Loan or an
     Offshore Currency Loan.

                  2.4  CONVERSION AND CONTINUATION ELECTIONS.

                       (a)  The Borrower Representative may upon irrevocable
     written notice to the Agent in accordance with SECTION 2.4(B):

                         (1)     elect to convert on any Business
                  Day, any Base Rate Loans (or any part thereof in
                  an amount not less than $500,000, or that is in an
                  integral multiple of $100,000 in excess thereof)
                  into Eurodollar Rate Loans in U.S. Dollars or;

                         (2)     elect to convert on the last day of the
                  applicable Interest Period any Eurodollar Rate Loans in U.S.
                  Dollars having Interest Periods maturing on such day (or any
                  part thereof in an amount not less than $500,000, or that is
                  in an integral multiple of $100,000 in excess thereof) into
                  Base Rate Loans; or

                         (3)     elect to renew on the last day of the current
                  Interest Period any Eurodollar Rate Loan of any Borrower
                  (whether in U.S. Dollars or in any Offshore Currency) maturing
                  at the end of such Interest Period (or any part thereof in an
                  amount not less than $500,000) (or the Equivalent Amount
                  thereof in an Offshore Currency as determined as of the most
                  recent Computation Date); or that is in an integral multiple
                  $100,000 in excess thereof (or the Equivalent Amount thereof
                  in an Offshore Currency as determined as of the most recent
                  Computation Date);

     PROVIDED, that if the aggregate amount of Eurodollar Rate Loans denominated
     in U.S. Dollars comprising part of the same Borrowing shall have been
     reduced, by payment, prepayment, or conversion of part thereof to be less
     than $500,000, such Eurodollar Rate Loans denominated in U.S. Dollars shall
     automatically convert into Base Rate Loans, and on and after such date the
     right of the Borrower Representative to continue such Loans as, and convert
     such Loans into, Eurodollar Rate Loans, shall terminate.

                       (b)  The Borrower Representative shall deliver a Notice
     of Conversion/Continuation in accordance with SECTION 11.2 to be received
     by the Agent not later than 12:00 noon (New York time) at least (i) three
     Business Days in advance of the Conversion Date or continuation date, if
     the Loans are to be converted into or continued as Eurodollar Rate Loans
     denominated in U.S. Dollars; (ii) three Business Days in advance of the
     continuation date, if the Loans are to be continued as Offshore Currency
     Loans; or (iii) one Business Day in advance of the Conversion Date, if the
     Loans are to be converted into Base Rate Loans, specifying:

                            (A)  the proposed Conversion Date or continuation
                       date;

                            (B)  the aggregate amount of Loans to be converted
                       or renewed;

                            (C)  the nature of the proposed conversion or
                       continuation; and

                            (D)  the duration of the requested Interest Period.

                       (c)  If upon the expiration of any Interest Period
     applicable to Eurodollar Rate Loans in U.S. Dollars, the Borrower
     Representative has failed to select timely a new Interest Period to be
     applicable thereto, or upon the request of the Majority Lenders if any
     Default or Event of Default shall then exist, the Borrower Representative
     shall be deemed to have elected to convert such Eurodollar Rate Loans into
     Base Rate Loans effective as of the expiration date of such current
     Interest Period.  If the Borrower Representative has failed to select a new
     Interest Period to be applicable to Offshore Currency Loans prior to the
     fifth Business Day in advance of the expiration date of the current
     Interest Period applicable thereto as provided in SECTION 2.4(B), or upon
     the request of the Majority Lenders if any Default or Event of Default
     shall then exist, the Borrower Representative shall be deemed to have
     elected to convert or continue, as the case may be, such Offshore Currency
     Loans into an Offshore Currency Loan with a one month Interest Period.

                       (d)  Upon receipt of a Notice of Conversion/
     Continuation, the Agent will promptly notify each Lender thereof, or, if no
     timely notice is provided by the Borrower Representative, the Agent will
     promptly notify each Lender of the details of any automatic conversion. 
     All conversions and continuations shall be made pro rata according to the
     respective outstanding principal amounts of the Loans with respect to which
     the notice was given held by each Lender.

                  2.5  UTILIZATION OF OFFSHORE CURRENCY COMMITMENT.  The Agent
     will determine the Equivalent Amount with respect to any (i) Loan comprised
     of Offshore Currency Loans as of the requested advance date, (ii)
     outstanding Offshore Currency Loans as of the last Business Day of each
     month, and (iii) outstanding Offshore Currency Loans as of any
     redenomination date pursuant to this SECTION 2.5 or SECTION 4.5 (each such
     date under clauses (i) through (iii) a "COMPUTATION DATE").

                  2.6  VOLUNTARY TERMINATION OR REDUCTION OF COMMITMENT.  The
     Borrower Representative may, upon not less than three Business Days' prior
     notice to the Agent, terminate the Commitment or permanently reduce the
     Commitment by an aggregate minimum amount of $1,000,000 or any multiple of
     $1,000,000 in excess thereof; PROVIDED that no such reduction or
     termination shall be permitted if, after giving effect thereto and to any
     prepayments of the Loans made on the effective date thereof, (a) the then
     outstanding principal amount of the Loans (including the Equivalent Amount
     of Offshore Currency Loans) would exceed the amount of the Commitment then
     in effect, (b) the Effective Amount of all Loans and L/C Obligations
     together would exceed the amounts of the Commitment then in effect, or (c)
     the Effective Amount of all L/C Obligations then outstanding would exceed
     the L/C Commitment; PROVIDED, FURTHER, that once reduced in accordance with
     this SECTION 2.6, the Commitment may not be increased.  Any reduction of
     the Commitment shall be applied to each Lender's Revolving Commitment in
     accordance with such Lender's Commitment Percentage.  If and to the extent
     specified by the Borrower Representative in the notice to the Agent, some
     or all of the reduction of the Commitment shall be applied to reduce the
     L/C Commitment or the Offshore Currency Commitment.  All accrued commitment
     and letter of credit fees to, but not including, the effective date of any
     reduction or termination of the Commitment, shall be paid on the effective
     date of such reduction or termination of any such request.  The Agent will
     promptly notify the Lenders and, if applicable, the Issuing Banks of any
     reduction of the Commitment by the Borrower hereunder.

                  2.7  OPTIONAL PREPAYMENTS.  Subject to SECTION 4.4, the
     Borrower Representative may, at any time or from time to time, (a) upon at
     least three Business Days' notice to the Agent with respect to Eurodollar
     Rate Loans denominated in U.S. Dollars, (b) upon at least three Business
     Day's notice to the Agent with respect to Offshore Currency Loans, and (c)
     upon notice to the Agent at any time prior to the requested prepayment with
     respect to Base Rate Loans, prepay Loans in whole or in part, in amounts of
     $500,000 (or, in the case of Offshore Currency Loans, the Equivalent Amount
     thereof in Offshore Currency as determined as of the most recent
     Computation Date with respect thereto) or any multiple of $100,000 (or, in
     the case of Offshore Currency Loans, the Equivalent Amount thereof in an
     Offshore Currency as determined as of the most recent Computation Date with
     respect thereto) in excess thereof.  The Borrower Representative shall
     deliver a notice of prepayment in accordance with SECTION 11.1 to be
     received by the Agent not later than 12:00 noon (New York time).  If such
     notice is given by the Borrower Representative, the Borrowers shall make
     such prepayment and the payment amount specified in such notice shall be
     due and payable on the date specified therein, together with accrued
     interest to each such date on the amount prepaid and any amounts required
     pursuant to SECTION 4.4.

                  2.8  MANDATORY REPAYMENTS.

                       (a)  If at any time and for any reason there shall exist
     a Borrowing Base Deficiency, the Borrowers shall immediately pay to the
     Agent an amount equal to the Borrowing Base Deficiency, which payment shall
     constitute a mandatory repayment of the Loans hereunder.

                       (b)  If on any date the Effective Amount of L/C
     Obligations exceeds the L/C Commitment, the Borrowers shall Cash
     Collateralize on such date the outstanding Letters of Credit in an amount
     equal to the excess of the maximum amount then available to be drawn under
     the Letters of Credit over the Aggregate L/C Commitment.  Subject to
     SECTION 4.4, if on any date after giving effect to any Cash
     Collateralization made on such date pursuant to the preceding sentence, the
     Effective Amount of all Loans then outstanding plus the Effective Amount of
     all L/C Obligations exceeds the Commitment, the Borrowers shall
     immediately, and without notice or demand, prepay the outstanding principal
     amount of the Loans by an amount equal to the applicable excess.

                       (c)  Subject to SECTION 4.4, if on any Computation Date
     the Agent shall have determined that (i) the aggregate principal amount
     (including, in the case of Offshore Currency Loans, the Equivalent Amount
     thereof as determined as of the most recent Computation Date with respect
     thereto) of all Loans shall exceed the Commitment by any amount, or (ii)
     the Equivalent Amount of the aggregate principal amount of all Offshore
     Currency Loans shall exceed the Offshore Currency Commitment by any amount,
     in either case due to a change in applicable rates of exchange between U.S.
     Dollars and the Offshore Currency, THEN the Agent shall give notice to the
     Borrower Representative that a prepayment is required under this
     SECTION 2.8, and the Borrowers shall thereupon make a prepayment of Loans
     such that the aggregate principal amount (including, in the case of
     Offshore Currency Loans, the Equivalent Amount thereof as determined as of
     the most recent Computation Date with respect thereto) of all Loans will,
     after giving effect to such prepayment, be equal to or less than the
     Commitment and the Equivalent Amount of the aggregate principal amount of
     all outstanding Offshore Currency Loans will, after giving effect to such
     prepayment, be equal to or less than the Offshore Currency Commitment.

                       (d)  Except as provided in SECTION 2.16(B), any
     prepayments pursuant to this SECTION 2.8 (other than pursuant to SECTION
     2.8(C)(II)) shall be applied first to any Base Rate Loans then outstanding,
     then to Eurodollar Rate Loans in U.S. Dollars with the shortest Interest
     Periods remaining, and then to Offshore Currency Loans with the shortest
     Interest Periods remaining.  Prepayments required to be made pursuant to
     SECTION 2.8(C)(II) shall be applied first to Offshore Currency Loans in the
     order of maturity, then to any Base Rate Loans outstanding, and then to
     Eurodollar Rate Loans in U.S. Dollars with the shortest Interest Periods
     remaining.  The Borrowers shall pay, together with each prepayment under
     this SECTION 2.8, accrued interest on the amount prepaid and any amounts
     required pursuant to SECTION 4.4.

                  2.9  REPAYMENT.  Payment of all Obligations then outstanding
     shall be due and payable on the Maturity Date.

                  2.10 INTEREST.   Interest on Loans, subject to adjustment as
     set forth in SECTION 2.10(B) hereof, shall be payable as follows:

                       (a)  Interest on Loans shall be payable in arrears on
     each Interest Payment Date.  Interest shall also be paid on the date of any
     prepayment of Eurodollar Rate Loans under SECTION 2.7 or 2.8 for the
     portion of the Loans so prepaid and upon payment (including prepayment) in
     full thereof and, during the existence of any Event of Default, interest
     shall be paid on demand of the Agent at the request or with the consent of
     the Majority Lenders.  Interest on Loans then outstanding shall also be due
     and payable on the Maturity Date.  Interest shall accrue and be payable on
     each Base Rate Loan at the simple per annum interest rate equal to the Base
     Rate.  Interest shall accrue and be payable on each Eurodollar Rate Loan at
     a rate per annum equal to (A) the Eurodollar Rate applicable to such
     Eurodollar Rate Loan, PLUS (B) 2.5%.

                       (b)  Upon the occurrence of an Event of Default interest
     on the outstanding Obligations shall accrue at the Default Rate from the
     date of such Event of Default.  Interest accruing at the Default Rate shall
     be payable on demand at the request of the Majority Banks and in any event
     on the Maturity Date and shall accrue until the earliest to occur of (i)
     waiver in writing by the Majority Lenders of the applicable Event of
     Default, (ii) agreement by the Majority Lenders to rescind the charging of
     interest at the Default Rate, or (iii) payment in full of the Obligations. 
     The Lenders shall not be required to (i) accelerate the maturity of the
     Loans, or (ii) exercise any other rights or remedies under the Loan
     Documents in order to charge interest hereunder at the Default Rate.

                       (c)  Anything herein to the contrary notwithstanding, the
     obligations of the Borrowers to any Lender hereunder shall be subject to
     the limitation that payments of interest shall not be required for any
     period for which interest is computed hereunder, to the extent (but only to
     the extent) that contracting for or receiving such payment by such Lender
     would be contrary to the provisions of any law applicable to such Lender
     limiting the highest rate of interest that may be lawfully contracted for,
     charged or received by such Lender, and in such event the Borrowers shall
     pay such Lender interest at the highest rate permitted by applicable law.

                       (d)  If the Borrower Representative fails to give the
     Agent timely notice of its selection of an Eurodollar Rate Basis, or if for
     any reason a determination of an Eurodollar Rate Basis for any Loan is not
     timely concluded, the Base Rate shall apply to such Loan.

                       (e)  At no time may the number of outstanding Eurodollar
     Rate Loans exceed ten (10).

                  2.11 FEES.

                       (a)  The Borrowers shall pay an agency fee to the Agent
     for the Agent's own account, as required by that certain letter agreement
     ("FEE LETTER") between the Borrowers and the Agent dated as of the
     Agreement Date.

                       (b)  The Borrowers shall pay to the Agent for the account
     of the Lenders a commitment fee on the average daily unused portion of the
     Commitment, computed on a monthly basis in arrears on the last Business Day
     of each month based upon the daily utilization for that month as calculated
     by the Agent, equal to .25% per annum.  Such commitment fee shall accrue
     from the Agreement Date to the Maturity Date and shall be due and payable
     monthly in arrears on the last Business Day of each month commencing on
     November 30, 1996 through the Maturity Date, with the final payment to be
     made on the Maturity Date; PROVIDED that, in connection with any reduction
     or termination of the Commitment under SECTION 2.6, the accrued commitment
     fee calculated for the period ending on such date shall also be paid on the
     date of such reduction or termination, with the following monthly payment
     being calculated on the basis of the period from such reduction or
     termination date to such monthly payment date.  The commitment fees
     provided in this Section shall accrue at all times after the above-
     mentioned commencement date, including at any time during which one or more
     conditions in ARTICLE VI are not met.  For purposes of determining
     utilization of the Commitment in order to calculate the commitment fee due
     under this Section, the amount of any outstanding Offshore Currency Loan on
     any date shall be determined based upon the Equivalent Amount in U.S.
     Dollars as of the most recent Computation Date with respect to such
     Offshore Currency Loan.  The Agent shall allocate and deliver to the
     Lenders the commitment fee paid hereunder in accordance with that certain
     letter agreement between the Lenders dated as of November 12, 1996.

                  2.12 COMPUTATION OF FEES AND INTEREST.  All computations of
     interest on Offshore Currency Loans shall be made on the basis of a 365-day
     year and actual days elapsed.  All other computations of fees and interest
     hereunder shall be made on the basis of a 360-day year and actual days
     elapsed (which results in more interest being paid than if computed on the
     basis of a 365-day year).  Interest and fees shall accrue during each
     period during which interest or such fees are computed from the first day
     thereof to the last day thereof.  Each determination of an interest rate by
     the Agent shall be prima facie evidence of such rate.  The Agent will, with
     reasonable promptness, notify the Borrower Representative and the Lenders
     of each determination of an Eurodollar Rate Basis and each determination of
     the Equivalent Amount of outstanding Offshore Currency Loans on any
     Computation Date; PROVIDED that any failure to do so shall not relieve the
     Borrowers of any liability hereunder or provide the basis for any claim
     against the Agent.  Any change in the interest rate on a Loan resulting
     from a change in the Offshore Reserve Percentage shall become effective as
     of the opening of business on the day on which such change in Offshore
     Reserve Percentage becomes effective.  The Agent will notify the Borrower
     Representative and the Lenders of the effective date and the amount of such
     change, PROVIDED that any failure to do so shall not relieve the Borrowers
     of any liability hereunder or provide the basis for any claim against the
     Agent.  Each determination of an Equivalent Amount by the Agent shall be
     prima facie evidence of such Equivalent Amount.

                  2.13 PAYMENTS BY THE BORROWERS.

                       (a)  All payments (including prepayments) to be made by
     the Borrowers on account of principal, interest, fees and other amounts
     required hereunder shall be made without set-off, recoupment or
     counterclaim; shall, except with respect to Offshore Currency Loans and as
     otherwise expressly provided herein, be made to the Agent for the ratable
     account of the Lenders at the Agent's Office, and, with respect to
     principal of, interest on, and any other amounts relating to, any Offshore
     Currency Loan, shall be made in the Offshore Currency and shall be made
     directly to the Offshore Currency Lenders at their respective accounts
     listed on SCHEDULE 1 hereto, and, with respect to all other amounts payable
     hereunder, shall be made in U.S. Dollars.  Such payments shall be made in
     Same Day Funds, and (i) in the case of Offshore Currency payments, no later
     than such time on the dates specified herein as may be determined by the
     Agent or the Offshore Currency Lender to be necessary for such payment to
     be credited on such date in accordance with normal banking procedures in
     the place of payment, and (ii) in the case of any U.S. Dollar payments, no
     later than 12:00 noon (New York time) on the date specified herein. The
     Agent will promptly distribute to each Lender (other than Offshore Currency
     Lenders) its Commitment Percentage (or other applicable share as expressly
     provided herein) of such principal, interest, fees or other amounts, in
     like funds as received.  Any payment which is received by the Agent later
     than 2:00 p.m. (New York time) or later than the time specified by the
     Agent as provided in clause (i) above (in the case of Offshore Currency
     payments), shall be deemed to have been received on the immediately
     succeeding Business Day and any applicable interest or fee shall continue
     to accrue.  Each Offshore Currency Lender shall promptly notify the Agent
     if it does not receive any payment from a Borrower hereunder when such
     payment is due.

                       (b)  Whenever any payment hereunder shall be stated to be
     due on a day other than a Business Day, such payment shall be made on the
     next succeeding Business Day, and such extension of time shall in such case
     be included in the computation of interest or fees, as the case may be;
     subject to the provisions set forth in the definition of "Interest Period"
     herein. 

                       (c)  Unless the Agent shall have received notice from the
     Borrower Representative prior to the date on which any payment is due to
     the Lenders (other than payments relating to any Offshore Currency Loan,
     which payments shall be made by the Borrower directly to the Offshore
     Currency Lenders in accordance with SECTION 2.13(A) above) hereunder that
     the Borrowers will not make such payment in full as and when required
     hereunder, the Agent may assume that the Borrowers have made such payment
     in full to the Agent on such date in Same Day Funds and the Agent may (but
     shall not be so required), in reliance upon such assumption, cause to be
     distributed to each Lender on such due date an amount equal to the amount
     then due such Lender.  If and to the extent the Borrowers shall not have
     made such payment in full to the Agent, each Lender shall repay to the
     Agent on demand such amount distributed to such Lender, together with
     interest thereon for each day from the date such amount is distributed to
     such Lender until the date such Lender repays such amount to the Agent, at
     the Federal Funds Rate as in effect for each such day.

                  2.14 PAYMENTS BY THE LENDERS.

                       (a)  Unless the Agent shall have received notice from a
     Lender on the Agreement Date or, with respect to each borrowing of a Loan
     denominated in U.S. Dollars after the Agreement Date, at least one (1)
     Business Day prior to the date of any such proposed Loan that such Lender
     will not make available to the Agent as and when required hereunder for the
     account of the Borrowers the amount of that Lender's Commitment Percentage
     of the Loan, the Agent may assume that each Lender has made such amount
     available to the Agent in Same Day Funds on the advance date and the Agent
     may (but shall not be so required), in reliance upon such assumption, make
     available to any Borrower on such date a corresponding amount.  If and to
     the extent any Lender shall not have made its full amount available to the
     Agent in Same Day Funds and the Agent in such circumstances has made
     available to any Borrower such amount, that Lender shall on the next
     Business Day following the date of such advance make such amount available
     to the Agent, together with interest at the Federal Funds Rate for and
     determined as of each day during such period.  A notice of the Agent
     submitted to any Lender with respect to amounts owing under this SECTION
     2.14(A) shall be conclusive, absent manifest error.  If such amount is so
     made available, such payment to the Agent shall constitute such Lender's
     Loan on the date of advance for all purposes of this Agreement.  If such
     amount is not made available to the Agent on the next Business Day
     following the date of such advance, the Agent shall notify the Borrower
     Representative of such failure to fund and, upon demand by the Agent, the
     Borrowers shall pay such amount to the Agent for the Agent's account,
     together with interest thereon for each day elapsed since the date of such
     advance, at a rate per annum equal to the interest rate applicable at the
     time to the Loans comprising such advance.  This paragraph (a) shall only
     apply to Loans denominated in U.S. Dollars.  Each Offshore Currency Lender
     will advance each Offshore Currency Loan directly to the applicable
     Borrower, in accordance with SECTION 2.13 hereof, and will promptly deliver
     a notice confirming such Loan to the Agent.

                       (b)  The failure of any Lender to make any Loan on any
     date of borrowing shall not relieve any other Lender of any obligation
     hereunder to make a Loan on the date of such borrowing, but no Lender shall
     be responsible for the failure of any other Lender to make the Loan to be
     made by such other Lender on the date of any borrowing.  In the event that,
     at any time when the Borrowers are not in Default, a Lender for any reason
     (other than the failure of the Borrowers to satisfy the conditions herein
     to an advance of a Loan or the Agent's failure to give notice of such
     advance as required hereunder) fails or refuses to fund its portion of a
     Loan, then, until such time as such Lender has funded its portion of such
     Loan, or all other Lenders have received payment in full (whether by
     payment or repayment) of the principal and interest due in respect of such
     Loan, such non-funding Lender shall (i) have no right to vote regarding any
     issue on which voting is required or advisable under this Agreement or any
     other Loan Document, and (ii) shall be entitled to receive no payments of
     principal, interest or fees from any Borrower in respect of such Loan which
     such Lender failed to make.

                  2.15 SHARING OF PAYMENTS, ETC.  If, other than as expressly
     provided elsewhere herein, (a) any Lender shall obtain on account of any
     Loans in U.S. Dollars made by it any payment (whether voluntary,
     involuntary, through the exercise of any right of set-off, or otherwise) in
     excess of its Commitment Percentage of payments on account of the Loans in
     U.S. Dollars obtained by all the Lenders, or (b) any Offshore Currency
     Lender shall obtain on account of the Offshore Currency Loans made by it
     any payment (whether voluntary, involuntary, through the exercise of any
     right of set-off, or otherwise) in excess of its Offshore Currency
     Commitment Percentage of payments on account of Offshore Currency Loans
     obtained by all Offshore Currency Lenders, such Lender or Offshore Currency
     Lender, as the case may be, shall forthwith (i) notify the Agent of such
     fact, and (ii) purchase from the other Lenders or Offshore Currency
     Lenders, as the case may be, such participations in the related Loans made
     by them as shall be necessary to cause such purchasing Lender or Offshore
     Currency Lender, as the case may be, to share the excess payment ratably
     with each of them; PROVIDED, HOWEVER, that if all or any portion of such
     excess payment is thereafter recovered from the purchasing Lender, or
     Offshore Currency Lender, as the case may be, such purchase shall to that
     extent be rescinded and each other Lender or Offshore Currency Lender, as
     the case may be, shall repay to the purchasing Lender or Offshore Currency
     Lender, as the case may be, the purchase price paid therefor, together with
     an amount equal to such paying Lender's Commitment Percentage or Offshore
     Currency Lender's Offshore Currency Commitment Percentage, as the case may
     be, (according to the proportion of (i) the amount of such paying Lender's
     or Offshore Currency Lender's required repayment to (ii) the total amount
     so recovered from the purchasing Lender or Offshore Currency Lender, as the
     case may be), of any interest or other amount paid or payable by the
     purchasing Lender or Offshore Currency Lender, as the case may be, in
     respect of the total amount so recovered.  Each Borrower agrees that any
     Lender or Offshore Currency Lender, as the case may be, so purchasing a
     participation from another Lender or Offshore Currency Lender, as the case
     may be, pursuant to this SECTION 2.15 may, to the fullest extent permitted
     by law, exercise all its rights of payment (including the right of set-off)
     with respect to such participation as fully as if such Lender or Offshore
     Currency Lender, as the case may be, were the direct creditor of such
     Borrower in the amount of such participation.  The Agent will keep records
     (which shall be conclusive and binding in the absence of manifest error) of
     participations purchased pursuant to this SECTION 2.15 and will in each
     case notify the Lenders or Offshore Currency Lender, as the case may be,
     following any such purchases or repayments.

                  2.16 APPLICATION OF PAYMENTS.

                  (a)  Payments made to the Agent, Collateral Agent, the Issuing
     Bank or the Lenders, or any of them, or otherwise received by the Agent,
     Collateral Agent, the Issuing Bank or the Lenders, or any of them (from
     realization on collateral for the Obligations or otherwise), shall be
     distributed in the following order of priority: FIRST, to the costs and
     expenses (including Attorneys' Costs), if any, incurred by the Agent, any
     Collateral Agent, any Lender or the Issuing Bank in the collection of such
     amounts under this Agreement or of the Loan Documents, including, without
     limitation, any costs incurred in connection with the sale or disposition
     of any Collateral; SECOND, to any fees then due and payable to the Agent,
     the Lenders and the Issuing Bank under this Agreement or any other Loan
     Document; THIRD, to the payment of interest then due and payable on the
     Loans; FOURTH, to the extent there are any unreimbursed drawings under any
     Letter of Credit, to the Issuing Bank in respect of such unreimbursed
     drawings then outstanding; FIFTH, to the payment of principal then due and
     payable on the Loans; SIXTH, to any other Obligations not otherwise
     referred to in this SECTION 2.16(A); SEVENTH, to damages incurred by the
     Agent, the Issuing Bank or any Lender by reason of any breach hereof or of
     any other Loan Document; and EIGHTH, upon satisfaction in full of all
     Obligations, to the Borrower Representative or as otherwise required by
     law.

                  (b)  The Obligations shall, notwithstanding any judgment of
     any court, arbitral tribunal or similar authority specifying judgment in
     any currency (as so specified, the "Judgment Currency") other than the
     currency in which such Obligations were originally denominated (as
     applicable, the "Original Currency"), be discharged only to the extent
     that, on the date when received by the Agent, any Collateral Agent, the
     Issuing Bank or the Lenders or any of them, the sum adjudged to be so due
     in the Judgment Currency, after conversion to the Original Currency in
     accordance with the following SECTION 2.16(C), is equal to the amount of
     the Obligations when denominated in the Original Currency.  If the amount
     of the Judgment Currency, after being so converted, is less than the amount
     of the Original Currency, each Borrower agrees to indemnify the Agent, the
     Issuing Bank and the Lenders, as the case may be, against such difference,
     and if the amount of the Judgment Currency, after being so converted, is
     greater than the amount of the Original Currency, the Agent, the Issuing
     Bank and the Lenders, as the case may be, shall remit such excess to the
     Borrower Representative.

                  (c)  Except where otherwise expressly provided in this
     Agreement, in any case where any Original Currency is to be converted into
     another currency (as applicable, a "Resulting Currency"), the Agent shall
     convert the Original Currency into the Resulting Currency using the
     applicable Spot Rate, and the calculations of the Agent thereof shall be
     prima facie evidence of the Resulting Currency amount.

                  2.17 FOREIGN EXCHANGE FACILITY.

                       (a)  BAFSB, or its Affiliate, (a "FX Lender") at its
     discretion may enter into a Foreign Exchange Agreement with the Borrowers. 
     The foreign exchange contract limit will be $5,000,000 U.S. Dollars and the
     settlement limit will be $1,000,000 U.S. Dollars.  The "foreign exchange
     contract limit" is the maximum limit on the net difference between the
     total Foreign Exchange Agreements outstanding less the total Foreign
     Exchange Agreements for which the Borrower has already compensated the FX
     Lender.  The "settlement limit" is the maximum limit on the gross total
     amount of all sale and purchase contracts on which delivery is to be
     effected and settlement allowed on any one banking day.

                       (b)  Foreign Exchange Agreements will be in form and
     substance satisfactory to the FX Lender and the Borrower Representative.

                       (c)  No Foreign Exchange Agreement will mature later than
     the Maturity Date and in addition no Foreign Exchange Agreement shall have
     a tenor longer than 365 days.

                       (d)  The Borrowers understand the risks of, and are
     financially able to bear any losses resulting from, entering into Foreign
     Exchange Agreements. The Lenders shall not be liable for any loss suffered
     by any Borrower as a result of a Foreign Exchange Agreement. The Borrowers
     will enter into each Foreign Exchange Agreement in reliance only upon such 
     Borrower's own judgment.  Each Borrower acknowledges that in entering into
     any Foreign Exchange Agreement with such Borrower, the FX Lender is not
     acting as a fiduciary.  Each Borrower understands that neither any Lender
     nor any Borrower have any obligation to enter into any particular Foreign
     Exchange Agreement with the other.

                       (e)  Such Borrower represents and warrants that it has a
     net worth of at least $1 million.  Such Borrower represents and warrants
     that it will enter into Foreign Exchange Agreements only in connection with
     the conduct of its business or to manage the risk of an asset or liability
     owned or incurred in the conduct of its business, and not for speculative
     purposes.

                       (f)  Each Borrower hereby requests the FX Lender to rely
     upon and execute such Borrower's telephonic instructions regarding Foreign
     Exchange Agreements, and such Borrower agrees that the FX Lender shall
     incur no liability for its acts or omissions which result from interruption
     of communications, misunderstood communications or instructions from
     unauthorized persons, unless caused by the gross negligence or wilful
     misconduct of the FX Lender or its officers or employees as determined by a
     final judgment of a court of competent jurisdiction.  The Borrower agrees
     to protect the FX Lender and hold it harmless from any and all loss,
     damage, claim, expense (including the reasonable fees of outside counsel
     and the allocated costs of staff counsel) or inconvenience, however
     arising, which the FX Lender suffers or incurs or might suffer or incur,
     based on or arising out of said acts or omissions.

                       (g) Each Borrower agrees to promptly review all
     confirmations sent to the Borrower by the FX Lender.  Each Borrower
     understands that these confirmations are not legal contracts but only
     evidence of the valid and binding oral contract which such Borrower has
     already entered into with the FX Lender.  Each Borrower agrees to promptly
     execute and return to the FX Lender confirmations which accurately reflect
     the terms of a Foreign Exchange Agreement, and immediately contact the FX
     Lender if such Borrower believes a confirmation is not accurate.  In the
     event of a conflict, inconsistency or ambiguity between the provisions of
     this Agreement and the provisions of a confirmation, the provisions of this
     Agreement will prevail.

                       (h)  Each Borrower agrees that the FX Lender may
     electronically record all telephonic conversations with such Borrower
     relating to Foreign Exchange Agreements and that such tape recordings may
     be submitted in evidence to any court or in any other proceedings relating
     to such contracts.  Each Borrower agrees that in the event of a conflict,
     inconsistency or ambiguity between the terms of a Foreign Exchange

     Agreement as reflected in a tape recording and the terms stated on a
     confirmation, the terms reflected in the tape recording shall control.

                       (i)  Any sum owed to the FX Lender under a Foreign
     Exchange Agreement may, at the option of the FX Lender, be added to the
     principal amount outstanding under this Agreement.  The amount will bear
     interest and be due as described elsewhere in this Agreement.  Each
     Borrower hereby authorizes the FX Lender to debit such Borrower's account
     with the FX Lender for payments due from such Borrower to the FX Lender
     with respect to any Foreign Exchange Agreement.  Each Borrower acknowledges
     that collateral pledged to secure the Borrowers' performance of their
     obligations under this Agreement secures not only the Borrowers' obligation
     to repay advances hereunder but also secures any Borrower's performance of
     each and every obligation hereunder, including but not limited to such
     Borrower's performance of its obligations under Foreign Exchange Agreements
     with the FX Lender.

                       (j)  In addition to any other rights or remedies which
     the Agent and the Lenders may have under this Agreement or otherwise, upon
     the occurrence of an Event of Default under this Agreement and until such
     Event of Default is waived in writing by the Lenders in accordance with
     SECTION 11.1 hereof, the FX Lender may:

                            (1)  Suspend performance of its obligations to any
                       Borrower under any Foreign Exchange Agreement;

                            (2)  Declare all Foreign Exchange Agreements,
                       interest and any other amounts which are payable by any
                       Borrower to the FX Lender immediately due and payable;
                       and

                            (3)  Without notice to any Borrower, close out any
                       or all Foreign Exchange Agreements or positions of any
                       Borrower with the FX Lender.

                  The FX Lender shall not be under any obligation to exercise
     any such rights or remedies or to exercise them at a time or in a manner
     beneficial to any Borrower.  The Borrowers shall be liable for any amounts
     owing to the FX Lender after exercise of any such rights and remedies.

                       (k)  One or more of the Borrowers and the FX Lender will
     be entering into an International Foreign Exchange Master Agreement (as
     amended, modified or renewed, the "FEMA").  All foreign exchange
     transactions entered into between any Borrowers and the FX Lender shall be
     subject to the provisions of this Agreement and the FEMA in the event of
     any conflict or inconsistency between the provisions of this Agreement and
     the provisions of the FEMA, the provisions of the FEMA shall control.  The
     occurrence of an Event of Default under the FEMA shall also constitute an
     Event of Default under this Agreement.

                  2.18 GUARANTY.  (a)  Each Borrower hereby unconditionally
     guarantees to the Lenders, the Issuing Bank and the Agent and their
     respective successors and assigns and the subsequent holders of the Notes,
     irrespective of the validity and enforceability of this Agreement, the
     Notes, or the other Loan Documents or the obligations of any other Borrower
     or other guarantor thereunder, the value or sufficiency of any Collateral
     or any other circumstance that might otherwise affect the liability of a
     guarantor, that: (i) the principal of and interest on the Loans made to any
     other Borrower, any Note executed by any other Borrower, and all other
     obligations of any other Borrower arising from, in connection with or
     related to any Loan to such other Borrower, including, without limitation,
     breakage costs pursuant to SECTION 4.4 hereof, taxes, fees, and any and all
     reasonable expenses which may be incurred by the Agent, the Issuing Bank or
     any Lender in enforcing or collecting any rights arising in connection with
     such Loans (collectively, the "Borrower Loan Obligations"), shall be
     promptly paid in full when due, whether at stated maturity, by acceleration
     or otherwise, in accordance with the terms hereof and thereof; and (ii) in
     case of any extension of time of payment or renewal of any Note executed by
     any other Borrower, or any of such Borrower Loan Obligations, the same
     shall be promptly paid in full when due in accordance with the terms of the
     extension or renewal, whether at stated maturity, by acceleration or
     otherwise.  Failing payment when due of any amount so guaranteed for
     whatever reason, such Borrower will be obligated to pay the same
     immediately.

                       (b)  Each Borrower hereby waives presentment, protest,
     demand of payment, notice of dishonor and all other notices and demands
     whatsoever.  Each Borrower further agrees that, as between such Borrower,
     on the one hand, and the Agent, the Issuing Bank and the Lenders, on the
     other hand, (i) the maturity of the Borrower Loan Obligations guaranteed
     hereby may be accelerated as provided in SECTION 9.2 hereof for the
     purposes of this guarantee, notwithstanding any stay, injunction or other
     prohibition preventing such acceleration in respect of the Borrower Loan
     Obligations guaranteed hereby, and (ii) in the event of any declaration of
     acceleration of such Borrower Loan Obligations as provided in SECTION 9.2
     hereof, such Borrower Loan Obligations (whether or not due and payable)
     shall forthwith become due and payable by each Borrower for purposes of
     this guarantee.  The obligations of each Borrower under this SECTION 2.18
     shall be automatically reinstated if and to the extent that for any reason
     any payment by or on behalf of any other Borrower is rescinded or must
     otherwise be restored by any holder of any of the Borrower Loan Obligations
     guaranteed hereunder, whether as a result of any proceedings in bankruptcy
     or reorganization or otherwise, and each Borrower agrees that it will
     indemnify the Lenders and the Agent on demand for all reasonable costs and
     expenses (including, without limitation, reasonable fees and expenses of
     counsel) incurred by the Lenders or the Agent in connection with such
     rescission or restoration.

                       (c)  The guaranty of each Borrower set forth herein shall
     remain in full force and effect until the Obligations are indefeasibly paid
     in full.  No payment or payments made by any other Borrower or any other
     Person or received or collected by the Agent, the Issuing Bank or any
     Lender from any other Borrower or any other Person by virtue of any action
     or proceeding or any set-off or appropriation or application at any time or
     from time to time in reduction of or in payment of the Borrower Loan
     Obligations shall be deemed to modify, reduce, release or otherwise affect
     the liability of such Borrower pursuant to this SECTION 2.18, which
     liability shall, notwithstanding any such payment or payments, other than
     payments made by such Borrower in respect of the Borrower Loan Obligations,
     remain for the Borrower Loan Obligations until the Borrower Loan
     Obligations are paid in full.  Each Borrower agrees that whenever, at any
     time, or from time to time, it shall make any payment to the Agent, the
     Issuing Bank or any Lender on account of its liability under this SECTION
     2.18, it will notify the Agent in writing that such payment is made under
     its guaranty obligations of this SECTION 2.18 for such purpose.  Anything
     herein, or in any other Loan Document, to the contrary notwithstanding, the
     maximum liability of each Borrower under this SECTION 2.18 shall in no
     event exceed the amount which can be guaranteed by such Borrower under
     applicable federal or state laws relating to the insolvency of debtors.

                       (d)  Without in any manner limiting the generality of the
     foregoing, each Borrower agrees that the Agent, the Majority Lenders or the
     Lenders may, in accordance with SECTION 11.1 hereof, from time to time,
     consent to any action or non-action of any Borrower which, in the absence
     of such consent, violates or may violate this Agreement, with or without
     consideration, on such terms and conditions as may be acceptable to the
     Agent, the Majority Lenders and the Lenders, without in any manner
     affecting or impairing the liability of any other Borrower hereunder. Each
     Borrower waives any defense arising by reason of any inability to pay or
     any defense based on bankruptcy or insolvency or other similar limitations
     on creditors' remedies.  Each Borrower authorizes the Agent, the Issuing
     Bank and Lenders, without notice or demand and without affecting such
     Borrower's liability hereunder or under any of the other Loan Documents,
     from time to time to: (i) accelerate (or, in accordance with SECTION 11.1
     hereof, renew, extend, or otherwise change the time or place for payment
     of, or otherwise change the terms of) the Notes or the Obligations or any
     part thereof including, without limitation, increase or decrease of the
     rate of interest thereon; (ii) take and hold security, and exchange,
     enforce, waive and release any collateral or security or any part thereof
     or any such other security or surrender, modify, impair, change, alter,
     renew, continue, compromise or release in whole or in part of any such
     security, or fail to perfect its interest in any such security or to
     establish its priority with respect thereof; (iii) apply such security and
     direct the order or manner or sale thereof as the Agent and Majority
     Lenders in their sole discretion may determine; (iv) release or substitute
     any other Borrower, in whole or in part or any of the endorsers or
     guarantors of the Obligations or any part thereof; (v) settle or compromise
     any or all of the Obligations with any other Borrower or any endorser or
     guarantor of the Obligations; and (vi) subordinate any or all of the
     Obligations to any other obligations of or claim against any other
     Borrower, whether owing to or existing in favor of the Agent, the Issuing
     Bank or the Lenders or any other party.  

                       (e)  The Agent, the Issuing Bank, the Majority Lenders or
     the Lenders, as the case may be, may, at their election, exercise any right
     or remedy they may have against any Borrower or any security now or
     hereafter held by or for the benefit of the Agent, the Issuing Bank or the
     Lenders including, without limitation, the right to foreclose upon any such
     security by judicial or nonjudicial sale, without affecting or impairing in
     any way the liability of any other Borrower hereunder, except to the extent
     the Obligations may thereby be paid.  Each Borrower waives any defense
     arising out of the absence, impairment or loss of any right of
     reimbursement or other right or remedy against any other Borrower or any
     such security, whether resulting from the election by the Agent, the
     Issuing Bank, the Lenders or the Majority Lenders to exercise any right or
     remedy they may have against any other Borrower, any defect in, failure of,
     or loss or absence of priority with respect to the interest of the Agent or
     the Lenders in such security, or otherwise.  In the event that any
     foreclosure sale is deemed to be not commercially reasonable, each Borrower
     waives any right that it may have to have any portion of the Obligations
     discharged except to the extent of the amount actually bid and received by
     the Lenders at any such sale.  Neither the Agent, the Issuing Bank nor any
     Lender shall be required to institute or prosecute proceedings to recover
     any deficiency as a condition of payment hereunder or enforcement hereof.

                       (f)  Each Borrower waives the benefit of any statute of
     limitations affecting its liability hereunder or the enforcement thereof,
     to the extent permitted by law.  Any part performance of the Obligations by
     a Borrower, or any other event or circumstances, which operate to toll any
     statute of limitations as to such Borrower, shall not operate to toll the
     statute of limitations as to any other Borrower.  Each Borrower waives any
     defense arising by reason of any disability or other defense of any other
     Borrower or by reason of the cessation from any cause whatsoever of the
     liability of any other Borrower.  Each Borrower waives any setoff, defense
     or counterclaim which any other Borrower may have or claim to have against
     the Agent or the Lenders.

                  2.19 JOINT AND SEVERAL LIABILITY.  (a) Each Borrower expressly
     represents and acknowledges that any financial accommodations by the Agent,
     the Issuing Bank and the Lenders, or any of them, to any other Borrower
     hereunder and under the other Loan Documents are and will be of direct
     interest, benefit and advantage to all the Borrowers.  Each Borrower
     acknowledges that any notice given by the Agent, the Issuing Bank or any
     Lender to any Borrower or the Borrower Representative  shall be effective
     with respect to all Borrowers.  Each Borrower shall be entitled to
     subrogation and contribution rights from and against any other Borrower to
     the extent such Borrower is required to pay to the Lenders any amount in
     excess of the Loans advanced hereunder directly to such Borrower or as
     otherwise available under Applicable Law; provided, however, that such
     subrogation and contribution rights are and shall be subject to the terms
     and conditions of SECTION 2.19(B) hereof.  The provisions of this
     SECTION 2.19(A) shall in no way limit the obligations and liabilities of
     any Borrower to the Agent, the Issuing Bank and the Lenders and each
     Borrower shall remain liable to the Agent, the Issuing Bank and the Lenders
     for the full amount of the Obligations.

                       (b)  No Borrower will exercise any rights which it may
     acquire by way of subrogation hereunder or under any other Loan Document or
     at law by any payment made hereunder or otherwise, nor shall any Borrower
     seek or be entitled to seek any contribution or reimbursement from any
     other Borrower in respect of payments made by such Borrower hereunder or
     under any other Loan Document, until all amounts owing to the Agent, the
     Issuing Bank and the Lenders on account of the Obligations are paid in full
     and the Commitment is terminated.  If any amounts shall be paid to any
     Borrower on account of such subrogation or contribution rights at any time
     when all of the Obligations shall not have been paid in full, such amount
     shall be held by such Borrower in trust for the Agent, the Issuing Bank and
     the Lenders, segregated from other funds of such Borrower, and shall,
     forthwith upon receipt by such Borrower, be turned over to the Agent, the
     Issuing Bank in the exact form received by such Borrower (duly endorsed by
     such Borrower to the Agent, if required), to be applied against the
     Obligations, whether matured or unmatured, as provided for herein.

                  2.20  DESIGNATION OF BORROWER REPRESENTATIVE.  Each of the
     Borrowers hereby designates the Borrower Representative to act as its agent
     and representative for all purposes hereunder and under any Loan Document. 
     The Borrowers shall have the right to change the identity of the Borrower
     Representative upon notice to, and with the consent of, the Agent, which
     consent shall not be unreasonably withheld.



                                     ARTICLE III.

                                THE LETTERS OF CREDIT

                  3.1  THE LETTER OF CREDIT SUBFACILITY.

                       (a)  On the terms and conditions set forth herein,
     including, but not limited to, the conditions set forth in SECTION 5.2, (i)
     each Issuing Bank agrees, (A) from time to time on any Business Day during
     the period from the Agreement Date to the Maturity Date to issue Letters of
     Credit for the account of the Borrowers, and to amend or renew Letters of
     Credit previously issued by it, in accordance with SUBSECTIONS 3.2(C) and
     3.2(D), and (B) to honor drafts under the Letters of Credit; and (ii) the
     Lenders severally agree to participate in Letters of Credit Issued for the
     account of the Borrowers; PROVIDED, that the Issuing Banks shall not Issue
     any Letter of Credit if as of the date of Issuance of such Letter of Credit
     (the "ISSUANCE DATE") and after giving effect to the issuance of such
     Letters of Credit (1) the Effective Amount of all L/C Obligations plus the
     Effective Amount of all Loans exceeds the Commitment, (2) the participation
     of any Lender in the Effective Amount of all L/C Obligations plus the
     Effective Amount of the Loans of such Lender exceeds such Lender's
     Revolving Commitment, (3) the Effective Amount of L/C Obligations exceeds
     the L/C Commitment, (4) the Effective Amount of all Letters of Credit
     Issued, and all other L/C Obligations owing, in U.S. Dollars exceeds in the
     aggregate $1,000,000, or (5) the Effective Amount of all Letters of Credit
     Issued, and all other L/C Obligations owing, in Offshore Currency (each an
     "Offshore Currency L/C") exceeds in the aggregate $1,000,000.  Within the
     foregoing limits, and subject to the other terms and conditions hereof, the
     Borrowers' ability to obtain Letters of Credit shall be fully revolving,
     and, accordingly, the Borrowers may, during the foregoing period, obtain
     Letters of Credit to replace Letters of Credit which have expired or which
     have been drawn upon and reimbursed.

                       (b)  No Issuing Bank shall be obligated to Issue any
     Letter of Credit if:

                            i)  any order, judgment or decree of any
                  Governmental Authority or arbitrator shall by its terms
                  purport to enjoin or restrain such Issuing Bank from Issuing
                  such Letter of Credit, or any Requirement of Law applicable to
                  such Issuing Bank or any request or directive (whether or not
                  having the force of law) from any Governmental Authority with
                  jurisdiction over such Issuing Bank shall prohibit, or request
                  that such Issuing Bank refrain from, the Issuance of letters
                  of credit generally or such Letter of Credit in particular or
                  shall impose upon such Issuing Bank with respect to such
                  Letter of Credit any restriction, reserve or capital
                  requirement (for which such Issuing Bank is not otherwise
                  compensated hereunder) not in effect on the Agreement Date, or
                  shall impose upon such Issuing Bank any unreimbursed loss,
                  cost or expense which was not applicable on the Agreement Date
                  and which such Issuing Bank in good faith deems material to
                  it;

                            ii)  any Issuing Bank has received written notice
                  from any Lender, the Agent or the Borrower Representative, on
                  or prior to the Business Day prior to the requested date of
                  Issuance of such Letter of Credit, that one or more of the
                  applicable conditions contained in SECTION 5.2 is not then
                  satisfied;

                            iii)  the expiry date of any requested Letter of
                  Credit is (A) more than 365 days after the date of Issuance,
                  unless the Agent has approved such expiry date in writing, or
                  (B) after the Maturity Date;

                           iv)  the expiry date of any requested Letter of
                  Credit is prior to the maturity date of any financial
                  obligation to be supported by the requested Letter of Credit;

                            v)  any requested Letter of Credit does not provide
                  for drafts, or is not otherwise in form and substance
                  reasonably acceptable to such Issuing Bank, or the Issuance of
                  a Letter of Credit shall violate any applicable policies of
                  such Issuing Bank;

                            vi)  any Letter of Credit is for the purpose of
                  supporting the issuance of any letter of credit by any other
                  Person (other than the Letter of Credit to be Issued on or
                  about the Agreement Date to Barclays Bank PLC); or

                            vii)  such Letter of Credit is in a face amount less
                  than $2,500 or to be denominated in a currency other than
                  Dollars or the Offshore Currency.

                       (c)  BAI shall only Issue Letters of Credit in U.S.
     Dollars, and BOA shall only Issue Letters of Credit in Offshore Currency. 
     All references herein to "Issuing Bank" with respect to Letters of Credit
     Issued or requested to be Issued in (a) U.S. Dollars shall refer to BAI in
     its capacity as Issuing Bank, and (b) Offshore Currency shall refer to BOA
     in its capacity as Issuing Bank.

                  3.2  ISSUANCE, AMENDMENT AND RENEWAL OF LETTERS OF CREDIT.

                       (a)  Each Letter of Credit shall be issued upon the
     irrevocable written request of the Borrower Representative received by the
     Issuing Bank (with a copy sent by the Borrower Representative to the Agent)
     at least three days with respect to U.S. Dollar Letters of Credit, and at
     least four days with respect to Offshore Currency Letters of Credit (or
     such shorter time as the Issuing Bank may agree in a particular instance in
     its sole discretion) prior to the proposed date of issuance.  Each such
     request for issuance of a Letter of Credit shall be by facsimile, confirmed
     immediately in the form of an L/C Application, or electronically using the
     Issuing Bank's automated personal computer based letter of credit
     initiation software, and shall specify in form and detail reasonably
     satisfactory to the Issuing Bank: (i) the proposed date of issuance of the
     Letter of Credit (which shall be a Business Day); (ii) the face amount of
     the Letter of Credit; (iii) the expiry date of the Letter of Credit; (iv)
     the name and address of the beneficiary thereof; (v) the documents to be
     presented by the beneficiary of the Letter of Credit in case of any drawing
     thereunder; (vi) the full text of any certificate to be presented by the
     beneficiary in case of any drawing thereunder; (vii) whether the Letter of
     Credit is to be Issued in U.S. Dollars or an Offshore Currency and (viii)
     such other matters as the Issuing Bank may require.

                       (b)  At least two Business Days prior to the Issuance of
     any Letter of Credit, the Issuing Bank will confirm with the Agent in
     writing that the Agent has received a copy of the L/C Application or L/C
     Amendment Application from the Borrower Representative and, if not, the
     Issuing Bank will provide the Agent with a copy thereof.  Unless the
     Issuing Bank has received notice on or before the Business Day immediately
     preceding the date the Issuing Bank is to issue a requested Letter of
     Credit from the Agent (A) directing the Issuing Bank not to issue such
     Letter of Credit because such issuance is not then permitted under
     SUBSECTION 3.1(A)(II) as a result of the limitations set forth in clauses
     (1) through (5) thereof or SUBSECTION 3.1(B)(II); or (B) that one or more
     conditions specified in Article VI are not then satisfied; then, subject to
     the terms and conditions hereof, the Issuing Bank shall, on the requested
     date, issue a Letter of Credit for the account of the applicable Borrower
     in accordance with the Issuing Bank's usual and customary business
     practices.

                       (c)  From time to time while a Letter of Credit is
     outstanding and prior to the Maturity Date, the Issuing Bank will, upon the
     written request of the Borrower Representative received by the Issuing Bank
     (with a copy sent by the Borrower Representative to the Agent) at least
     five days (or such shorter time as the Issuing Bank may agree in a
     particular instance in its sole discretion) prior to the proposed date of
     amendment, amend any Letter of Credit issued by it.  Each such request for
     amendment of a Letter of Credit shall be made by facsimile, confirmed
     immediately in the form of an L/C Amendment Application, or electronically
     using the Issuing Bank's automated personal computer based letter of credit
     initiation software, and shall specify in form and detail reasonably
     satisfactory to the Issuing Bank:  (i) the Letter of Credit to be amended;
     (ii) the proposed date of amendment of the Letter of Credit (which shall be
     a Business Day); (iii) the nature of the proposed amendment; and (iv) such
     other matters as the Issuing Bank may require.  The Issuing Bank shall be
     under no obligation to amend any Letter of Credit if:  (A) the Issuing Bank
     would have no obligation at such time to issue such Letter of Credit in its
     amended form under the terms of this Agreement; or (B) the beneficiary of
     any such Letter of Credit does not accept the proposed amendment to the
     Letter of Credit.  The Agent will promptly notify the Lenders of the
     receipt by it of any L/C Application or L/C Amendment Application.

                       (d)  The Issuing Bank and the Lenders agree that, while a
     Letter of Credit is outstanding and prior to the Maturity Date, at the
     option of the Borrower Representative and upon the written request of the
     Borrower Representative received by the Issuing Bank (with a copy sent by
     the Borrower Representative to the Agent) at least five days (or such
     shorter time as the Issuing Bank may agree in a particular instance in its
     sole discretion) prior to the proposed date of notification of renewal, the
     Issuing Bank shall be entitled to authorize the renewal of any Letter of
     Credit issued by it.  Each such request for renewal of a Letter of Credit
     shall be made by facsimile, confirmed immediately in the form of an L/C
     Amendment Application, or electronically using the Issuing Bank's automated
     personal computer based letters of credit software, and shall specify in
     form and detail reasonably satisfactory to the Issuing Bank: (i) the Letter
     of Credit to be renewed; (ii) the proposed date of notification of renewal
     of the Letter of Credit (which shall be a Business Day); (iii) the revised
     expiry date of the Letter of Credit; and (iv) such other matters as the
     Issuing Bank may require.  The Issuing Bank shall be under no obligation so
     to renew any Letter of Credit if: (A) the Issuing Bank would have no
     obligation at such time to issue or amend such Letter of Credit in its
     renewed form under the terms of this Agreement; or (B) the beneficiary of
     any such Letter of Credit does not accept the proposed renewal of the
     Letter of Credit.  The Borrower Representative shall not have the right to
     have any Letter of Credit issued which contains any automatic renewal
     provision.

                       (e)  The Issuing Bank may, at its election (or as
     required by the Agent at the direction of the Majority Lenders), deliver
     any notices of termination or other communications to any Letter of Credit
     beneficiary or transferee, and take any other action as necessary or
     appropriate, at any time and from time to time, in order to cause the
     expiry date of such Letter of Credit to be a date not later than the
     Maturity Date.

                       (f)  This Agreement shall control in the event of any
     conflict with any L/C-Related Document (other than any Letter of Credit).

                       (g)  The Issuing Bank will also deliver to the Agent,
     concurrently or promptly following its delivery of a Letter of Credit, or
     amendment to or renewal of a Letter of Credit, to an advising bank or a
     beneficiary, a true and complete copy of each such Letter of Credit or
     amendment to or renewal of a Letter of Credit.

                  3.3  RISK PARTICIPATIONS, DRAWINGS AND REIMBURSEMENTS.

                       (a)  Immediately upon the Issuance of each Letter of
     Credit each Lender (including Offshore Currency Lenders with respect to
     Offshore Currency L/Cs only) shall be deemed to, and hereby irrevocably and
     unconditionally agrees to, purchase from the Issuing Bank a participation
     in such Letter of Credit and each drawing thereunder in an amount equal to
     the product of (i) the Commitment Percentage of such Lender (or the
     Offshore Currency Commitment Percentage of such Offshore Currency Lender
     with respect to each Offshore Currency L/C, as the case may be), times (ii)
     the maximum amount available to be drawn under such Letter of Credit and
     the amount of such drawing, respectively.  Only Offshore Currency Lenders
     shall participate in Offshore Currency L/Cs and Offshore Currency Lenders
     shall not participate in any Letters of Credit issued in U.S. Dollars.  For
     purposes of SECTION 2.1, each Issuance of a Letter of Credit shall be
     deemed to utilize the Commitment of each Lender (or the Offshore Currency
     Commitment of each Offshore Currency Lender with respect to Offshore
     Currency L/Cs, as the case may be) by an amount equal to the amount of such
     participation.

                       (b)  In the event of any request for a drawing under a
     Letter of Credit by the beneficiary or transferee thereof, the Issuing Bank
     will promptly notify the Borrower Representative.  The Borrowers shall
     reimburse the Issuing Bank prior to 1:00 p.m. (New York time) on each date
     that any amount is paid by the Issuing Bank under any Letter of Credit
     (each such date, an "HONOR DATE"), in an amount equal to the amount so paid
     by the Issuing Bank.  In the event the Borrowers fail to reimburse the
     Issuing Bank for the full amount of any drawing under any Letter of Credit
     by 1:00 p.m. (New York time) on the Honor Date, the Issuing Bank will
     promptly notify the Agent and the Agent will promptly notify each Lender
     thereof, and the Borrowers shall be deemed to have requested that Base Rate
     Loans or, with respect to Offshore Currency L/Cs, Offshore Currency Loans,
     be made by the Lenders (or the Offshore Currency Lenders, as the case may
     be) to be disbursed on the Honor Date under such Letter of Credit.  Any
     notice given by the Issuing Bank or the Agent pursuant to this SUBSECTION
     3.3(B) may be oral if immediately confirmed in writing (including by
     facsimile); provided that the lack of such an immediate confirmation shall
     not affect the conclusiveness or binding effect of such notice.

                       (c)  Each Lender shall upon any notice pursuant to
     SUBSECTION 3.3(B) make available to the Agent for the account of the
     relevant Issuing Bank an amount in U.S. Dollars (or, in the case of
     Offshore Currency L/Cs, in Offshore Currency) and in immediately available
     funds equal to its Commitment Percentage of the amount of the drawing,
     whereupon the participating Lenders shall each be deemed to have made a
     Loan consisting of a Base Rate Loan (or, in the case of Offshore Currency
     L/Cs, an Offshore Currency Loan) to the Borrowers in that amount.  If any
     Lender so notified fails to make available to the Agent for the account of
     the Issuing Bank the amount of such Lender's Commitment Percentage of the
     amount of the drawing by no later than 3:00 p.m. (New York time) on the
     Honor Date, then interest shall accrue on such Lender's obligation to make
     such payment, from the Honor Date to the date such Lender makes such
     payment, at a rate per annum equal to the Federal Funds Rate in effect from
     time to time during such period.  The Agent will promptly give notice of
     the occurrence of the Honor Date, but failure of the Agent to give any such
     notice on the Honor Date or in sufficient time to enable any Lender to
     effect such payment on such date shall not relieve such Lender from its
     obligations under this SECTION 3.3.

                       (d)  Each Lender's obligation in accordance with this
     Agreement to make the Loans, as contemplated by this SECTION 3.3, as a
     result of a drawing under a Letter of Credit, shall be absolute and
     unconditional and without recourse to the Issuing Bank and shall not be
     affected by any circumstance, including (i) any set-off, counterclaim,
     recoupment, defense or other right which such Lender may have against the
     Issuing Bank, any Borrower or any other Person for any reason whatsoever;
     (ii) the occurrence or continuance of a Default, an Event of Default or a
     Material Adverse Effect; or (iii) any other circumstance, happening or
     event whatsoever, whether or not similar to any of the foregoing.

                  3.4  REPAYMENT OF PARTICIPATIONS.

                       (a)  Upon (and only upon) receipt by the Agent for the
     account of the Issuing Bank of immediately available funds from the
     Borrowers (i) in reimbursement of any payment made by the Issuing Bank
     under the Letter of Credit with respect to which any Lender has paid the
     Agent for the account of the Issuing Bank for such Lender's participation
     in the Letter of Credit pursuant to SECTION 3.3 or (ii) in payment of
     interest thereon, the Agent will pay to each Lender, in the same funds as
     those received by the Agent for the account of the Issuing Bank, the amount
     of such Lender's pro rata share of such funds (determined in accordance
     with its Commitment Percentage), and the Issuing Bank shall receive the
     amount of the pro rata share of such funds of any Lender that did not so
     pay the Agent for the account of the Issuing Bank.

                       (b)  If the Agent or the Issuing Bank is required at any
     time to return to any Borrower, or to a trustee, receiver, liquidator,
     custodian, or any official in any Insolvency Proceeding, any portion of the
     payments made by any Borrower to the Agent for the account of the Issuing
     Bank pursuant to SUBSECTION 3.4(A) in reimbursement of a payment made under
     the Letter of Credit or interest or fee thereon, each Lender shall, on
     demand of the Agent, forthwith return to the Agent or the Issuing Bank the
     amount of its pro rata share of any amounts so returned by the Agent or the
     Issuing Bank plus interest thereon from the date such demand is made to the
     date such amounts are returned by such Lender to the Agent or the Issuing
     Bank, at a rate per annum equal to the Federal Funds Rate in effect from
     time to time.

                  3.5  ROLE OF THE ISSUING BANK.

                       (a)  Each Lender and each Borrower agrees that, in paying
     any drawing under a Letter of Credit, the Issuing Bank shall not have any
     responsibility to obtain any document (other than any sight draft,
     documents and certificates expressly required by the Letter of Credit) or
     to ascertain or inquire as to the validity or accuracy of any such document
     or the authority of the Person executing or delivering any such document. 

                       (b)  No Agent-Related Person nor any of the respective
     correspondents, participants or assignees of any Issuing Bank shall be
     liable to any Lender for: (i) any action taken or omitted in connection
     herewith at the request or with the approval of the Lenders (including the
     Majority Lenders, as applicable); (ii) any action taken or omitted in the
     absence of gross negligence or willful misconduct as determined by a final
     non-appealable order of a court of competent jurisdiction; or (iii) the due
     execution, effectiveness, validity or enforceability of any L/C-Related
     Document.

                       (c)  Each Borrower hereby assumes all risks of the acts
     or omissions of any beneficiary or transferee with respect to its use of
     any Letter of Credit; PROVIDED, however, that this assumption is not
     intended to, and shall not, preclude such Borrower's pursuing such rights
     and remedies as it may have against the beneficiary or transferee at law or
     under any other agreement.  No Agent-Related Person, nor any of the
     respective correspondents, participants or assignees of any Issuing Bank,
     shall be liable or responsible for any of the matters described in clauses
     (i) through (vii) of SECTION 3.6; PROVIDED, however, anything in such
     clauses to the contrary notwithstanding, that such Borrower may have a
     claim against the Issuing Bank, and the Issuing Bank may be liable to such
     Borrower, to the extent, but only to the extent, of any direct, as opposed
     to consequential or exemplary, damages suffered by such Borrower which such
     Borrower proves were caused by the Issuing Bank's willful misconduct or
     gross negligence as determined by a final non-appealable order of a court
     of competent jurisdiction.  In furtherance and not in limitation of the
     foregoing: (i) the Issuing Bank may accept documents that appear on their
     face to be in order, without responsibility for further investigation,
     regardless of any notice or information to the contrary; and (ii) the
     Issuing Bank shall not be responsible for the validity or sufficiency of
     any instrument transferring or assigning or purporting to transfer or
     assign a Letter of Credit or the rights or benefits thereunder or proceeds
     thereof, in whole or in part, which may prove to be invalid or ineffective
     for any reason.

                  3.6  OBLIGATIONS ABSOLUTE.  The obligations of the Borrowers
     under this Agreement and any L/C-Related Document to reimburse the Issuing
     Bank for a drawing under a Letter of Credit, and to repay any drawing under
     a Letter of Credit converted into Loans, shall be unconditional and
     irrevocable, and shall be paid strictly in accordance with the terms of
     this Agreement and each such other L/C-Related Document under all
     circumstances, including the following:

                            i)  any lack of validity or enforceability of this
                  Agreement or any L/C-Related Document;

                            ii)  any change in the time, manner or place of
                  payment of, or in any other term of, all or any of the
                  obligations of any Borrower in respect of any Letter of Credit
                  or any other amendment or waiver of or any consent to
                  departure from all or any of the L/C-Related Documents;

                            iii)  the existence of any claim, set-off, defense
                  or other right that any Borrower may have at any time against
                  any beneficiary or any transferee of any Letter of Credit (or
                  any Person for whom any such beneficiary or any such
                  transferee may be acting), the Issuing Bank or any other
                  Person, whether in connection with this Agreement, the
                  transactions contemplated hereby or by the L/C-Related
                  Documents or any unrelated transaction;

                            iv)  any draft, demand, certificate or other
                  document presented under any Letter of Credit proving to be
                  forged or fraudulent (other than by an action of any of the
                  Lenders or the Issuing Bank or any of their employees), or
                  invalid or insufficient in any respect or any statement
                  therein being untrue or inaccurate in any respect; or any loss
                  or delay in the transmission or otherwise of any document
                  required in order to make a drawing under any Letter of
                  Credit;

                            v)  any payment by the Issuing Bank under any Letter
                  of Credit against presentation of a draft or certificate that
                  does not strictly comply with the terms of any Letter of
                  Credit; or any payment made by the Issuing Bank under any
                  Letter of Credit to any Person purporting to be a trustee in
                  bankruptcy, debtor-in-possession, assignee for the benefit of
                  creditors, liquidator, receiver or other representative of or
                  successor to any beneficiary or any transferee of any Letter
                  of Credit, including any arising in connection with any
                  Insolvency Proceeding;

                            vi)  any exchange, release or non-perfection of any
                  Collateral, or any release or amendment or waiver of or
                  consent to departure from any other guarantee, for all or any
                  of the obligations of any Borrower in respect of any Letter of
                  Credit; or

                            vii)  any other circumstance or happening
                  whatsoever, whether or not similar to any of the foregoing,
                  including any other circumstance that might otherwise
                  constitute a defense available to, or a discharge of, any
                  Borrower or Obligor.

                  3.7  CASH COLLATERAL PLEDGE.  Upon (i) the request of the
     Agent, if, as of the Maturity Date, any Letters of Credit may for any
     reason remain outstanding and partially or wholly undrawn, or (ii) the
     occurrence of the circumstances described in SUBSECTION 2.7(A) requiring
     the Borrowers to Cash Collateralize Letters of Credit, then, the Borrowers
     shall immediately Cash Collateralize the L/C Obligations in an amount equal
     to such L/C Obligations. 


                  3.8  LETTER OF CREDIT FEES.

                       (a)  The Borrowers shall pay to the Agent for the account
     of each of the Lenders a letter of credit fee with respect to the Letters
     of Credit equal to 1.5% per annum of the average daily maximum Equivalent
     Amount available to be drawn of the outstanding Letters of Credit, computed
     on a monthly basis in arrears on the last Business Day of each month based
     upon Letters of Credit outstanding for that month as calculated by the
     Agent; provided, however, only Offshore Currency Lenders will receive such
     fee with respect to Offshore Currency L/Cs, and Offshore Currency Lenders
     will not receive such fee with respect to any Letter of Credit issued in
     U.S. Dollars.  Such letter of credit fees shall be due and payable monthly
     in arrears on the last Business Day of each calendar month during which
     Letters of Credit are outstanding, commencing on the first such date to
     occur after the Agreement Date, through the Maturity Date (or such later
     date upon which the outstanding Letters of Credit shall expire), with the
     final payment to be made on the Maturity Date (or such later expiration
     date).

                       (b)  The Borrowers shall pay to the Issuing Bank from
     time to time on demand the normal issuance, presentation, amendment and
     other processing fees, and other standard costs and charges, of the Issuing
     Bank relating to letters of credit as from time to time in effect.

                  3.9  UNIFORM CUSTOMS AND PRACTICE.  The Uniform Customs and
     Practice for Documentary Credits as published by the International Chamber
     of Commerce most recently at the time of issuance of any Letter of Credit
     shall apply to the Letters of Credit.


                                     ARTICLE IV.

                        TAXES, YIELD PROTECTION AND ILLEGALITY

                  4.1  TAXES.

                       (a)  Any and all payments by any Borrower to each Lender,
     the Issuing Bank or the Agent under this Agreement and any other Loan
     Document shall be made free and clear of, and without deduction or
     withholding for, any Taxes.  In addition, the Borrowers shall pay all Other
     Taxes.

                       (b)  If any Borrower shall be required by law to deduct
     or withhold any Taxes, Other Taxes or Further Taxes from or in respect of
     any sum payable hereunder to any Lender, the Issuing Bank or the Agent,
     then:

                            i)  the sum payable shall be increased as necessary
                  so that, after making all required deductions and withholdings
                  (including deductions and withholdings applicable to
                  additional sums payable under this Section), such Lender, the
                  Issuing Bank or the Agent, as the case may be, receives and
                  retains an amount equal to the sum it would have received and
                  retained had no such deductions or withholdings been made;

                            ii)  such Borrower shall make such deductions and
                  withholdings;

                            iii)  such Borrower shall pay the full amount
                  deducted or withheld to the relevant taxing authority or other
                  authority in accordance with applicable law; and

                            iv)  without duplication, such Borrower shall also
                  pay to each Lender or the Agent for the account of such Lender
                  or the Issuing Bank, as applicable, at the time interest is
                  paid, Further Taxes in the amount that the respective Lender
                  or Issuing Bank specifies as necessary to preserve the after-
                  tax yield the Lender or the Issuing Bank, as applicable, would
                  have received if such Taxes, Other Taxes or Further Taxes had
                  not been imposed.

                       (c)  Each Borrower agrees to indemnify and hold harmless
     each Lender, the Issuing Bank and the Agent for the full amount of i)
     Taxes, ii) Other Taxes, and iii) Further Taxes in the amount that the
     respective Lender or the Issuing Bank, as applicable, specifies as
     necessary to preserve, after taking into account any increases in the sums
     paid by the Borrowers pursuant to Section 4.1(b), the after-tax yield the
     Lender or the Issuing Bank, as applicable, would have received if such
     Taxes, Other Taxes or Further Taxes had not been imposed, and any liability
     (including penalties, interest, additions to tax and expenses) arising
     therefrom or with respect thereto as a result of such Borrower's failure to
     timely remit payment following such Lender's demand therefor, whether or
     not such Taxes, Other Taxes or Further Taxes were correctly or legally
     asserted.  Payment under this indemnification shall be made within 30 days
     after the date the Lender, the Issuing Bank or the Agent makes written
     demand therefor.

                       (d)  Within 30 days after the date of any payment by any
     Borrower of Taxes, Other Taxes or Further Taxes, such Borrower shall
     furnish to each Lender, the Issuing Bank or the Agent the original or a
     certified copy of a receipt evidencing payment thereof, or other evidence
     of payment satisfactory to such Lender or the Agent.

                       (e)  If any Borrower is required to pay any amount to any
     Lender, the Issuing Bank or the Agent pursuant to SECTION (B) or (C) of
     this SECTION, then such Lender or the Issuing Bank, as applicable, shall
     use reasonable efforts (consistent with legal and regulatory restrictions)
     to change the jurisdiction of its Lending Office so as to eliminate any
     such additional payment by such Borrower which may thereafter accrue, if
     such change in the sole judgment of such Lender or the Issuing Bank, as
     applicable, is not otherwise disadvantageous to such Lender or the Issuing
     Bank, as applicable.

                       (f)  If following any deduction or withholding as is
     referred to in clause 4.1(b) from any payment by any Borrower and the
     receipt by the Agent, any Lender or Issuing Bank of the payments by any
     Borrower required pursuant to clause 4.1(b) or 4.1(c), such Lender, such
     Issuing Bank or the Agent, as applicable, shall receive or be granted a
     credit against or remission for any Taxes payable by it or shall receive a
     repayment of any Taxes, Other Taxes or Further Taxes so withheld then the
     relevant Lender, the Issuing Bank or the Agent shall, subject to the
     relevant Borrower having made any increased payment in accordance with
     clause 4.1(b) or any payment under clause 4.1(c), reimburse the relevant
     Borrower with such amount as the relevant Lender, the Issuing Bank or the
     Agent shall in its absolute discretion certify to be the proportion of such
     credit, remission or repayment as will leave the relevant Lender, the
     Issuing Bank or the Agent, (after such reimbursement) in no worse position
     than it would have been in had there been no such deduction or withholding
     from the payment by such Borrower as aforesaid.  Such reimbursement shall
     be made forthwith upon the relevant Lender, the Issuing Bank or the Agent
     certifying that the amount of such credit or remission has been received by
     it; provided that the relevant Lender, the Issuing Bank or the Agent shall
     not unreasonably delay before so certifying.  Nothing contained in this
     Agreement shall oblige the relevant Lender, the Issuing Bank or the agent
     to disclose to the Borrowers or any other Person any information regarding
     its tax affairs or tax computations or interfere with the right of the
     relevant Lender, the Issuing Bank or the Agent to arrange its tax affairs
     in whatever manner it thinks fit and, in particular, none of the relevant
     Lender, the Issuing Bank or the Agent shall be under any obligation to
     claim relief from its corporate profits, tax liability or similar tax
     liabilities in respect of such tax in priority to any other claims,
     reliefs, credits or deductions available to it but subject thereto each
     shall use all reasonable efforts to obtain any such available credit,
     remission or repayment.

                  4.2  ILLEGALITY.

                       (a)  If any Lender reasonably determines that the
     introduction of any Requirement of Law, or any change in any Requirement of
     Law, or in the interpretation or administration of any Requirement of Law,
     has made it unlawful, or that any central bank or other Governmental
     Authority has asserted that it is unlawful, for any Lender or its
     applicable Lending Office to make Eurodollar Rate Loans, then, on notice
     thereof by the Lender to the Borrower Representative through the Agent, any
     obligation of that Lender to make Eurodollar Rate Loans shall be suspended
     until the Lender notifies the Agent and the Borrower Representative that
     the circumstances giving rise to such determination no longer exist.

                       (b)  If a Lender reasonably determines that it is
     unlawful to maintain any Eurodollar Rate Loan, the Borrowers shall, upon
     the receipt by the Borrower Representative of notice of such fact and
     demand from such Lender (with a copy to the Agent), prepay in full such
     Eurodollar Rate Loans of that Lender then outstanding, together with
     interest accrued thereon and amounts required under SECTION 4.4, either on
     the last day of the Interest Period thereof, if the Lender may lawfully
     continue to maintain such Eurodollar Rate Loans to such day, or
     immediately, if the Lender may not lawfully continue to maintain such
     Eurodollar Rate Loan.  If the Borrowers are required to so prepay any
     Eurodollar Rate Loan, then concurrently with such prepayment, the Borrowers
     shall borrow from the affected Lender, in the amount of such repayment, a
     Base Rate Loan.

                       (c)  If the obligation of any Lender to make or maintain
     Eurodollar Rate Loans has been so terminated or suspended, the Borrower
     Representative may elect, by giving notice to the Lender through the Agent
     that all Loans which would otherwise be made by the Lender as Eurodollar
     Rate Loans shall be instead Base Rate Loans.

                  4.3  INCREASED COSTS AND REDUCTION OF RETURN.

                       (a)  If any Lender reasonably determines that, due to
     either (i) the introduction of or any change (other than any change by way

     of imposition of or increase in reserve requirements included in the
     calculation of the Eurodollar Rate or in respect of the assessment rate
     payable by any Lender to the FDIC for insuring U.S. deposits) in or in the
     interpretation of any law or regulation or (ii) the compliance by that
     Lender with any guideline or request from any central bank or other
     Governmental Authority (whether or not having the force of law), there
     shall be any increase in the cost to such Lender of agreeing to make or
     making, funding or maintaining any Eurodollar Rate Loans or participating
     in Letters of Credit, or, in the case of the Issuing Bank, any increase in
     the cost to the Issuing Bank of agreeing to issue, issuing or maintaining
     any Letter of Credit or of agreeing to make or making, funding or
     maintaining any unpaid drawing under any Letter of Credit, then the
     Borrowers shall be liable for, and shall from time to time, upon demand on
     the Borrower Representative (with a copy of such demand to be sent to the
     Agent), pay to the Agent for the account of such Lender, additional amounts
     as are sufficient to compensate such Lender for such increased costs.

                       (b)  If any Lender or the Issuing Bank shall have
     reasonably determined that (i) the introduction of any Capital Adequacy
     Regulation, (ii) any change in any Capital Adequacy Regulation, (iii) any
     change in the interpretation or administration of any Capital Adequacy
     Regulation by any central bank or other Governmental Authority charged with
     the interpretation or administration thereof, or (iv) compliance by the
     Lender or the Issuing Bank (or its Lending Office) or any corporation
     controlling the Lender or the Issuing Bank with any Capital Adequacy
     Regulation, affects or would affect the amount of capital required or
     expected to be maintained by the Lender or the Issuing Bank or any
     corporation controlling the Lender or the Issuing Bank and (taking into
     consideration such Lender's or the Issuing Bank's, as applicable, or such
     corporation's policies with respect to capital adequacy and such Lender's
     or the Issuing Bank's, as applicable, desired return on capital) determines
     that the amount of such capital is increased as a consequence of its
     Commitment, L/C Commitment, loans, credits or obligations under this
     Agreement, then, upon demand of such Lender or the Issuing Bank to the
     Borrower Representative through the Agent, the Borrowers shall pay to the
     Lender, from time to time as specified by the Lender or the Issuing Bank,
     as applicable, additional amounts sufficient to compensate the Lender or
     the Issuing Bank for such increase.

                  4.4  FUNDING LOSSES.  The Borrowers shall reimburse each
     Lender and hold each Lender harmless from any loss or expense which the
     Lender may sustain or incur as a consequence of:

                       (a)  the failure of the Borrowers to make on a timely
     basis any payment of principal of any Eurodollar Rate Loan; 

                       (b)  the failure of the Borrowers to borrow, continue or
     convert a Loan after the Borrower Representative has given (or is deemed to
     have given) a Notice of Borrowing or a Notice of Conversion/ Continuation;

                       (c)  the failure of the Borrowers to make any prepayment
     in accordance with any notice delivered under SECTION 2.7; or

                       (d)  the prepayment (including pursuant to SECTIONS 2.6,
     2.7 or 2.8) or other payment (including after acceleration thereof) of an
     Eurodollar Rate Loan on a day that is not the last day of the relevant
     Interest Period or the conversion pursuant to SECTION 2.4 of any Eurodollar
     Rate Loan to a Base Rate Loan on a day that is not the last day of the
     respective Interest Period; including any such loss or expense arising from
     the liquidation or reemployment of funds obtained by it to maintain its
     Eurodollar Rate Loans hereunder or from fees payable to terminate the
     deposits from which such funds were obtained or from charges relating to
     any Offshore Currency Loans;

     including any such loss or expense arising from the liquidation or
     reemployment of funds obtained by it to maintain its Eurodollar Rate Loans
     or from fees payable to terminate the deposits from which such funds were
     obtained.  For purposes of calculating amounts payable by the Borrowers to
     the Lenders under this SECTION and under SECTION 4.3(A), each Eurodollar
     Rate Loan made by a Lender (and each related reserve, special deposit or
     similar requirement) shall be conclusively deemed to have been funded at
     the Eurodollar Rate used in determining the Eurodollar Rate for such
     Eurodollar Rate Loan by a matching deposit or other borrowing in the
     interbank eurodollar market for a comparable amount and for a comparable
     period, whether or not such Eurodollar Rate Loan is in fact so funded.

                  4.5  INABILITY TO DETERMINE RATES.  If the Agent determines
     that for any reason adequate and reasonable means do not exist for
     determining the Eurodollar Rate for any requested Interest Period with
     respect to a proposed Eurodollar Rate Loan, or that the Eurodollar Rate
     applicable pursuant to SECTION 2.8(A) for any requested Interest Period
     with respect to a proposed Eurodollar Rate Loan does not adequately and
     fairly reflect the cost to the Lenders of funding such Loan, the Agent will
     promptly so notify the Borrower Representative and each Lender. 
     Thereafter, the obligation of the Lenders to make or maintain Eurodollar
     Rate Loans hereunder shall be suspended until the Agent upon the
     instruction of the Majority Lenders revokes such notice in writing.  Upon
     receipt of such notice, the Borrower Representative may revoke any Notice
     of Borrowing or Notice of Conversion/Continuation then submitted by it.  If
     the Borrower Representative does not revoke such Notice, the Lenders shall
     make, convert or continue the Loans, as proposed by the Borrower
     Representative, in the amount specified in the applicable notice submitted
     by the Borrower Representative, but such Loans shall be made, converted or
     continued as Base Rate Loans instead of Eurodollar Rate Loans. In the case
     of any Offshore Currency Loans, the advance or continuation shall be in an
     aggregate amount equal to the Equivalent Amount of the originally requested
     advance or continuation in the Offshore Currency, and, to that end, any
     outstanding Offshore Currency Loans which are the subject of any
     continuation in the Offshore Currency, shall be redenominated and converted
     into Base Rate Loans in U.S. Dollars with effect from the last day of the
     Interest Period with respect to any such Offshore Currency Loans.

                  4.6  CERTIFICATES OF LENDERS.  Any Lender claiming
     reimbursement or compensation under this Article IV shall deliver to the
     Borrower Representative (with a copy to the Agent) a certificate setting
     forth in reasonable detail the amount payable to the Lender hereunder and
     such certificate shall be prima facie evidence of the amounts due
     thereunder.

                  4.7  SURVIVAL.  The agreements and obligations of the
     Borrowers in this Article IV shall survive the payment of all other
     Obligations.


                                      ARTICLE V.


                                 CONDITIONS PRECEDENT

                  5.1  CONDITIONS OF INITIAL LOANS.  The obligation of the
     Lenders to undertake the Commitment and the Offshore Currency Lenders to
     undertake the Offshore Currency Commitment and to make the initial Loan
     hereunder on the Agreement Date and the obligation of any Issuing Bank to
     issue the initial Letter of Credit is subject to the condition that the
     Agent shall have received on or before the Agreement Date all of the
     following, in form and substance satisfactory to the Agent, and in
     sufficient copies for the Issuing Banks and each Lender:

                       (1)  This duly executed Agreement;

                       (2)  A duly executed Note to the order of each Lender
     (other than the Offshore Currency Lenders) in the amount of such Lender's
     Commitment Percentage and a duly executed Note to the order of each
     Offshore Currency Lender in the amount of such Offshore Currency Lender's
     Offshore Currency Commitment Percentage;

                       (3)  A loan certificate signed by an officer of each
     Borrower in substantially the form of EXHIBIT G attached hereto, including
     a certificate of incumbency with respect to at least two executive officers
     of such Borrower, together with appropriate attachments which shall
     include, without limitation, the following:  (A) a copy of the Certificate
     of Incorporation (or the foreign equivalent thereof) of such Borrower,
     certified (if such Borrower is organized under the laws of a United States
     jurisdiction) to be true, complete and correct by the Secretary of State
     for the jurisdiction of its incorporation, (B) a true, complete and correct
     copy of the By-Laws of such Borrower, (C) a true, complete and correct copy
     of the resolutions of such Borrower authorizing the borrowing hereunder and
     the execution, delivery and performance by such Borrower of the Loan
     Documents, (D) certificates of good standing (or the foreign equivalent
     thereof) from such Borrower's jurisdiction of incorporation, (E) copies of
     employment contracts for key management level employees of such Borrower,
     and (F) a copy of any shareholders' or voting trust or other similar
     agreement among the shareholders of such Borrower certified to be true,
     complete and correct by a Responsible Officer of such Borrower;

                       (4)  A certificate signed by an authorized officer of
     Murex Diagnostics Pty, IMTC Holdings B.V., Murex Diagnostics Benelux B.V.,
     Murex Diagnosticos S.A., Murex Diagnostics S.A., Murex Diagnostics GmbH,
     and Murex Diagnostici S.p.A., together with appropriate attachments which
     shall include, without limitation, the following:  (A) a copy of the
     Certificate of Incorporation (or equivalent thereof) of such Person
     certified to be true, complete and correct by such officer, (B) a true,
     complete and correct copy of the By-Laws (or equivalent thereof) of such
     Person, (C) a true, complete and correct copy of the resolutions of such
     Person authorizing the execution and delivery of the Loan Documents to
     which it is a party; and (D) certificates of good standing (or the foreign
     equivalent thereof) from each jurisdiction in which such Person does
     business;

                       (5)  The Guaranty Agreements duly executed by each
     Guarantor;

                       (6)  The Security Agreements duly executed by the
     Borrowers;

                       (7)  The License Security Agreement duly executed by
     Murex Diagnostics Corporation;

                       (8)  The Stock Pledge Agreements duly executed by IMTC
     Holdings B.V.;

                       (9)  A duly executed Landlord's Consent executed by the
     Landlord of the real property leased by a Borrower in Norcross, Georgia;

                       (10) The opinions of counsel to the Borrowers and
     Guarantors located in the United Kingdom, Barbados, Germany, France and The
     Netherlands, each in form and substance satisfactory to the Agent and its
     counsel;

                       (11) [Intentionally Omitted];

                       (12) Payment of all documentary stamp, intangible taxes
     or recording fees payable in connection with the recording of any of the
     Loan Documents including such sums, if any, due in connection with any
     future Loans; 

                       (13) Lien search results (or the equivalent thereof) with
     respect to each Borrower from all appropriate jurisdictions and filing
     offices;

                       (14) Original Uniform Commercial Code financing
     statements (or the foreign equivalent thereof) signed by each Borrower as
     debtor and naming the respective Collateral Agent as secured party to be
     filed in all appropriate jurisdictions, in such form as shall be
     satisfactory to the Agent;

                       (15) The opinion of Long, Aldridge & Norman, counsel to
     the Borrowers and the Guarantors, in form and substance satisfactory to the
     Agent;

                       (16) A duly executed Borrowing Base Certificate dated as
     of the Agreement Date;

                       (17) Unaudited consolidating financial statements for
     IMTC for the nine (9) month period ending September, 1996, and pro forma
     financial statements reflecting the outcome of the Chiron Litigation;  

                       (18) Certificates of insurance, loss payee endorsements,
     with respect to the insurance policies covering the assets (other than real
     property) of Borrowers and otherwise meeting the requirements of SECTION
     7.6 hereof;

                       (19) Copies of any pay-off letters, termination
     statements, cancelled mortgages and the like required by the Agent or the
     Lenders in connection with the removal of any Liens (other than Permitted
     Liens) against the assets of the Borrowers (including, but not limited to,
     the release of all Liens of  Wachovia Bank of Georgia, N.A. against the
     assets of the Borrowers and a letter from Barclays Bank, PLC addressed to
     the U.K. Borrowers and stating the agreement of Barclays Bank PLC to
     release its Liens against the assets of the U.K. Borrowers upon receipt of
     a Letter of Credit); 

                       (20) Payment of all fees and expenses payable to the

     Agent in connection with the execution and delivery of this Agreement,
     including, without limitation, fees and expenses of counsel to the Agent;
     and

                       (21) A certificate signed by a Responsible Officer, dated
     as of the Agreement Date, stating that:

                            (a)  the representations and warranties contained in
                  ARTICLE VII are true and correct on and as of such date, as
                  though made on and as of such date;

                            (b)  no Default or Event of Default exists or would
                  result from the initial Borrowing on the Agreement Date; and

                            (c)  there has occurred since September 30, 1996, no
                  event or circumstance that has resulted or could reasonably be
                  expected to result in a Material Adverse Effect;

                       (22) A draft of the consolidated financial statements of
     IMTC for the period ending on September 30, 1996; and

                       (23) Such other approvals, opinions, documents or
     materials as the Agent, any Issuing Bank or any Lender may reasonably
     request.

                  5.2  CONDITIONS TO ALL CREDIT EXTENSIONS.  The obligation of
     the Lenders to make each Loan in U.S. Dollars and the Offshore Currency
     Lenders to make each Loan in an Offshore Currency, including the initial
     Loan hereunder, or to continue or convert any Loan under SECTION 2.4 and
     the obligation of the Issuing Banks to Issue any Letter of Credit
     (including the initial Letter of Credit) is subject to the satisfaction of
     the following conditions precedent on the relevant Borrowing Date,
     Conversion/Continuation Date or Issuance Date:

                       (a)  The Agent shall have received (with, in the case of
     the initial Loan only, a copy for each Lender) a Notice of Borrowing or a
     Notice of Conversion/Continuation, as applicable or in the case of any
     Issuance of any Letter of Credit, the Issuing Bank and the Agent shall have
     received an L/C Application or L/C Amendment Application, as required under
     SECTION 3.2;

                       (b)  The representations and warranties in ARTICLE VI
     shall be true and correct, and shall be deemed to be made, at and as of the
     Agreement Date and the date of the Borrowing of each Loan which will
     increase the principal amount of the Loans outstanding, or upon the
     issuance of each Letter of Credit hereunder, except to the extent such
     representations and warranties (a) relate expressly to an earlier date,
     (b) were previously fulfilled in accordance with the terms hereof and to
     the extent subsequently inapplicable, or (c) are modified as a result of
     activities of the Borrowers or changes in circumstances, in any case as
     permitted hereunder or as consented to or waived in writing in accordance
     with SECTION 11.1 hereof, and all representations and warranties made under
     this Agreement shall survive, and not be waived by, the execution hereof by
     the Agent, the Issuing Banks, and the Lenders, or by the making of any Loan
     or the issuance of any Letter of Credit under this Agreement.

                       (c)  No Default, Event of Default or Borrowing Base
     Deficiency shall exist or shall result from such Borrowing or continuation
     or conversion or Issuance.

     Each Notice of Borrowing, Notice of Conversion/Continuation and L/C
     Application or L/C Amendment Application submitted by the Borrower
     Representative hereunder shall constitute a representation and warranty by
     the Borrowers hereunder, as of the date of each such notice and as of each
     Borrowing Date, Conversion/Continuation Date, or Issuance Date, as
     applicable, that the conditions in this SECTION 5.2 are satisfied.


                                     ARTICLE VI.

                            REPRESENTATIONS AND WARRANTIES

                  Each Borrower represents and warrants to the Agent, the
     Issuing Bank and each Lender that:

                  6.1  CORPORATE EXISTENCE AND POWER.  Such Borrower: 

                       (a)  is a corporation duly organized, validly existing
     and in good standing under the laws of the jurisdiction of its
     incorporation; 

                       (b)  has the power and authority and all governmental
     licenses, authorizations, consents and approvals to own its assets, carry
     on its business and to execute, deliver, and perform its obligations under
     the Loan Documents;

                       (c)  is duly qualified as a foreign corporation and in
     good standing under the laws of each jurisdiction where its ownership,
     lease or operation of property or the conduct of its business requires such
     qualification or license and the failure to be qualified would have a
     Material Adverse Effect on such Borrower; and

                       (d)  is in compliance with all material Requirements of
     Law.

                  6.2  CORPORATE AUTHORIZATION; NO CONTRAVENTION.  The
     execution, delivery and performance by each Borrower of this Agreement and
     each other Loan Document, have been duly authorized by all necessary
     corporate action, and do not and will not:

                       (a)  contravene the terms of such Borrower's Organization
     Documents;

                       (b)  conflict with or result in any breach or
     contravention of, or the creation of any Lien under, any document
     evidencing any Contractual Obligation to which any Borrower is a party or
     any order, injunction, writ or decree of any Governmental Authority to
     which any Borrower or its property is subject; or

                       (c)  violate any Requirement of Law.

                  6.3  GOVERNMENTAL AUTHORIZATION.  No approval, consent,
     exemption, authorization, or other action by, or notice to, or filing with,
     any Governmental Authority (except for recordings or filings in connection
     with the Liens granted to the Agent or a Collateral Agent under the
     Collateral Documents) is necessary or required in connection with the
     execution, delivery or performance by, or enforcement against, any Borrower
     of the Agreement or any other Loan Document.

                  6.4  BINDING EFFECT.  This Agreement and each other Loan
     Document to which such Borrower is a party constitute the legal, valid and
     binding obligations of such Borrower enforceable against such Borrower in
     accordance with their respective terms, except as enforceability may be
     limited by applicable bankruptcy, insolvency, or similar laws affecting the
     enforcement of creditors' rights generally or by equitable principles
     relating to enforceability.

                  6.5  LITIGATION.  Except as specifically disclosed in SCHEDULE
     6.5, there are no actions, suits, proceedings, claims or disputes pending,
     or to the knowledge of the Borrowers, threatened or contemplated, at law,
     in equity, in arbitration or before any Governmental Authority, against
     IMTC, or any of its Subsidiaries or any of their respective properties that
     involve an amount in excess of $250,000 and that is not fully covered by
     insurance and none of the matters disclosed on SCHEDULE 6.5:

                       (a)  purport to affect or pertain to this Agreement or
     any other Loan Document, or any of the transactions contemplated hereby or
     thereby; or

                       (b)  if determined adversely to IMTC or any Subsidiary,
     would reasonably be expected to have a Material Adverse Effect.

     No injunction, writ, temporary restraining order or any order of any nature
     has been issued by any court or other Governmental Authority purporting to
     enjoin or restrain the execution, delivery or performance of this Agreement
     or any other Loan Document, or directing that the transactions provided for
     herein or therein not be consummated as herein or therein provided.

                  6.6  NO DEFAULT.  No Default or Event of Default exists or
     would result from the incurring of any Obligations by the Borrowers or from
     the grant or perfection of the Liens of the Agent, the Collateral Agents,
     the Issuing Bank and the Lenders on the Collateral.  Neither IMTC nor any
     Subsidiary is in default under or with respect to any Contractual
     Obligation in any respect (including the granting or perfection of Liens on
     the Collateral) which, individually or together with all such defaults,
     could reasonably be expected to result in liability to IMTC or such
     Subsidiary in excess of $250,000.

                  6.7  ERISA COMPLIANCE.  Except as specifically disclosed in
     SCHEDULE 6.7:

                       (a)  Each Plan is in compliance in all material respects
     with the applicable provisions of ERISA, the Code and other federal or
     state law.  Each Plan which is intended to qualify under Section 401(a) of
     the Code has received a favorable determination letter from the IRS and, to
     the knowledge of the Borrowers, nothing has occurred which would cause the
     loss of such qualification.  Each Borrower and each ERISA Affiliate has
     made all required contributions to any Plan subject to Section 412 of the
     Code, and no application for a funding waiver or an extension of any
     amortization period pursuant to Section 412 of the Code has been made with
     respect to any Plan.


                       (b)  There are no pending or, to the knowledge of
     Borrowers, threatened claims, actions or lawsuits, or action by any
     Governmental Authority, with respect to any Plan which has resulted or
     could reasonably be expected to result in liability to IMTC or any
     Subsidiary in excess of $250,000.  There has been no prohibited transaction
     or violation of the fiduciary responsibility rules with respect to any Plan
     which has resulted or could reasonably be expected to result in liability
     to IMTC or any Subsidiary in excess of $250,000.

                       (c)  i)  No ERISA Event has occurred or is reasonably
     expected to occur; (ii) no Pension Plan has any Unfunded Pension Liability;
     (iii) neither any Borrower nor any ERISA Affiliate has incurred, or
     reasonably expects to incur, any liability under Title IV of ERISA with
     respect to any Pension Plan (other than premiums due and not delinquent
     under Section 4007 of ERISA); (iv) neither any Borrower nor any ERISA
     Affiliate has incurred, or reasonably expects to incur, any liability (and
     no event has occurred which, with the giving of notice under Section 4219
     of ERISA, would result in such liability) under Section 4201 or 4243 of
     ERISA with respect to a Multiemployer Plan; and (v) neither any Borrower
     nor any ERISA Affiliate has engaged in a transaction that could be subject
     to Section 4069 or 4212(c) of ERISA.

                  6.8  USE OF PROCEEDS; MARGIN REGULATIONS.  The proceeds of the
     Loans are to be used solely for the purposes set forth in and permitted by
     SECTION 7.12 and SECTION 8.7.  No Borrower is generally engaged in the
     business of purchasing or selling Margin Stock or extending credit for the
     purpose of purchasing or carrying Margin Stock.

                  6.9  TAXES.  Except as disclosed on SCHEDULE 6.9, IMTC and its
     Subsidiaries have filed all Federal and other tax returns and reports
     required to be filed, and have paid all Federal and other taxes,
     assessments, fees and other governmental charges levied or imposed upon
     them or their properties, income or assets otherwise due and payable,
     except those which are being contested in good faith by appropriate
     proceedings and for which adequate reserves have been provided in
     accordance with GAAP.  There is no proposed tax assessment against IMTC or
     any Subsidiary that would, if made, result in liability to IMTC or any such
     Subsidiary in excess of $250,000.  The charges, accruals, and reserves on
     the books of IMTC and its Subsidiaries in respect of taxes are, in the
     reasonable judgement of Borrowers, adequate.  Except as disclosed on
     SCHEDULE 6.9, neither IMTC nor any Subsidiary is presently being audited
     by, or received notice of any future audit from, the Internal Revenue
     Service or any other tax authority.

                  6.10 FINANCIAL CONDITION, FISCAL YEAR.

                       (a)  The financial statements of IMTC and its
     Subsidiaries most recently delivered to the Agent:

                            i)  were prepared in accordance with GAAP
                  consistently applied throughout the period covered thereby,
                  except as otherwise expressly noted therein;

                            ii)  present fairly in all material respects the
                  financial condition of IMTC and its Subsidiaries as of the
                  date thereof and results of operations for the period covered
                  thereby; and

                            iii)  show all material Indebtedness and other

                  liabilities, direct or contingent, of IMTC and its
                  consolidated Subsidiaries as of the date thereof;

                       (b)  Since June 30, 1996, there has been no Material
     Adverse Effect.

                       (c)  The fiscal year of IMTC ends on December 31.

                  6.11 ENVIRONMENTAL MATTERS.

                       (a)  Except as specifically disclosed in SCHEDULE 6.11,
     the on-going operations of IMTC and each of its Subsidiaries comply in all
     respects with all material Environmental Laws, except such non-compliance
     which would not (if enforced in accordance with applicable law) result in
     liability in excess of $250,000 in the aggregate.

                       (b)  Except as specifically disclosed in SCHEDULE 6.11,
     IMTC and each of its Subsidiaries have obtained all material licenses,
     permits, authorizations and registrations required under any Environmental
     Law ("ENVIRONMENTAL PERMITS") and necessary for their respective ordinary
     course operations, all such Environmental Permits are in good standing, and
     IMTC and each of its Subsidiaries are in compliance with all material terms
     and conditions of such Environmental Permits.

                       (c)  Except as specifically disclosed in SCHEDULE 6.11,
     IMTC, any of its Subsidiaries nor any of their respective present property
     or operations, is subject to any outstanding written order from or
     agreement with any Governmental Authority, nor subject to any judicial or
     docketed administrative proceeding, respecting any Environmental Law,
     Environmental Claim or Hazardous Material.

                       (d)  Except as specifically disclosed in SCHEDULE 6.11,
     there are no Hazardous Materials or other conditions or circumstances
     existing with respect to any property of IMTC or any Subsidiary, or arising
     from operations of IMTC or any of its Subsidiaries that would reasonably be
     expected to give rise to Environmental Claims with a potential liability of
     IMTC or any of its Subsidiaries in excess of $250,000 in the aggregate for
     any such condition, circumstance or property.  In addition (i) neither IMTC
     nor any Subsidiary has any underground storage tanks (x) that are not
     properly registered or permitted under applicable Environmental Laws, or
     (y) that are leaking or disposing of Hazardous Materials off-site, and
     (ii) IMTC and its Subsidiaries have notified all of their employees of the
     existence, if any, of any health hazard arising from the conditions of
     their employment and have met all notification requirements under Title III
     of CERCLA and all other Environmental Laws.

                  6.12 REGULATED ENTITIES.  Neither IMTC nor any Subsidiary is
     an "Investment Company" within the meaning of the Investment Company Act of
     1940.  No Borrower is subject to regulation under the Public Utility
     Holding Company Act of 1935, the Federal Power Act, the Interstate Commerce
     Act, any state public utilities code, or any other Federal or state statute
     or regulation limiting its ability to incur Indebtedness.

                  6.13 NO BURDENSOME RESTRICTIONS.  No Borrower is a party to or
     bound by any Contractual Obligation, or subject to any restriction in any
     Organization Document, or any Requirement of Law, which could reasonably be
     expected to have a Material Adverse Effect.


                  6.14 BUSINESS AND COLLATERAL LOCATIONS.

                       (a)  On the date of this Agreement the office where each
     Borrower keeps its books and records concerning its Accounts and other
     Collateral, and such Borrower's chief place of business and chief executive
     office, is located at the respective address set forth on SCHEDULE 6.14(A).
     SCHEDULE 6.14(A) contains a complete and accurate list, as of the date of
     this Agreement, of all of the places of business of each Borrower. 

                       (b)  SCHEDULE 6.14(B) contains a complete and accurate
     list, as of the date of this Agreement, of (i) the locations of all
     Inventory (other than Inventory in transit and Inventory in the aggregate
     with a fair market value not exceeding $10,000 at any time) and Equipment
     of any Borrower, and (ii) if any Inventory (other than Inventory in
     transit) of any Borrower is not in the possession or control of such
     Borrower, the name and mailing address of each bailee, processor,
     consignee, warehouseman or other Person in possession or control thereof.

                  6.15 REAL PROPERTY.  SCHEDULE 6.15 contains a complete and
     accurate list, as of the date of this Agreement, of (a) the address and
     legal descriptions of any real property owned by IMTC or any of its
     Subsidiaries and (b) the name and mailing address of the landlord, and the
     property address, of all real property not owned by any Borrower on which
     any Fixtures or Equipment owned by any Borrower is located (to the extent
     such information is not included on SCHEDULE 6.14).

                  6.16 ELIGIBILITY OF COLLATERAL.  Each Account or item of
     Inventory which the Borrower Representative or any Borrower shall,
     expressly or by implication (by inclusion on a Borrowing Base Certificate
     or otherwise), request the Agent to classify as an Eligible Account or as
     Eligible Inventory, respectively, will, to the best of such Borrower's
     knowledge, as of the time when such request is made, conform in all
     respects to the requirements of such classification set forth in the
     respective definitions of "Eligible Account" and "Eligible Inventory, as
     applicable, set forth herein.

                  6.17 INTELLECTUAL PROPERTY; LICENSES.  Each Borrower owns
     directly or is entitled to use, by license or otherwise, adequate
     Intellectual Property to continue to conduct its business as heretofore
     conducted by it, and all Intellectual Property existing on the date hereof,
     (together with in the case of Patents, trademarks and copyrights, the date
     of issuance thereof), is listed on SCHEDULE 6.17.  With respect to
     Intellectual Property of any Borrower unless such Intellectual Property has
     become obsolete or is no longer used or useful in the conduct of the
     business of such Borrower:

                       (a)  it is valid and enforceable, is subsisting, and has
     not been adjudged invalid or unenforceable, in whole or in part;

                       (b)  Such Borrower has made all necessary filings and
     recordations to protect its interest therein, including, without
     limitation, recordations of all of its interest in its Patent Property and
     trademark property in the United States Patent and Trademark Office and, to
     the extent necessary for the conduct of such Borrower's business, in
     corresponding offices throughout the world and its claims to its copyright
     property in the United States Copyright Office and, to the extent necessary
     for the conduct of such Borrower's business, in corresponding offices
     throughout the world;

                       (c)  Except as set forth on SCHEDULE 6.5, such Borrower
     is the exclusive owner of the entire and unencumbered right, title and
     interest in and to such Intellectual Property owned by it and no claim has
     been made that the use of any of its owned Intellectual Property does or
     may violate the asserted rights of any third party; and

                       (d)  Such Borrower has performed, and such Borrower will
     continue to perform, all acts, and such Borrower has paid and will continue
     to pay, all required fees and taxes, to maintain each and every item of
     such Intellectual Property in full force and effect throughout the world,
     as applicable.

     Except as set forth on SCHEDULE 6.17, each Borrower owns directly or is
     entitled to use, by license or otherwise, all patents, trademarks,
     copyrights, mask works, licenses, technology, know-how, processes and
     rights with respect to any of the foregoing used in, necessary for or of
     importance to the conduct of such Borrower's business, the lack of
     ownership of, or entitlement to, would have a Material Adverse Effect.

                  6.18 OWNERSHIP OF ASSETS; LIENS.  IMTC and each of its
     Subsidiaries owns good and marketable title (subject to Permitted Liens) to
     all of its properties and assets, real and personal, tangible and
     intangible, of any nature whatsoever (including all Intellectual Property,
     other than Intellectual Property licensed to it).  None of the Collateral
     is subject to any Lien (including but not limited to Liens pursuant to
     Capitalized Leases under which any Borrower is a lessee) except PERMITTED
     LIENS.

                  6.19 SUBSIDIARIES.  SCHEDULE 6.19 sets forth, for IMTC, a
     complete and accurate list of all IMTC's Subsidiaries, and, for each such
     Subsidiary, a complete and accurate statement of (a) IMTC's and each of its
     Subsidiaries' percentage ownership of each of their respective Subsidiaries
     (including a description of the outstanding Capital Stock of such
     Subsidiary), (b) the state or other jurisdiction of formation or
     incorporation of each such Subsidiary, (c) each state or other jurisdiction
     in which each such Subsidiary is qualified to do business on the date of
     this Agreement and (d) all of such Subsidiary's trade names, trade styles
     or doing business forms on the date of this Agreement.

                  6.20 PARTNERSHIPS; JOINT VENTURES.  Neither IMTC nor any of
     its Subsidiaries is a partner or joint venturer in any partnership or joint
     venture other than (i) its Subsidiaries listed on SCHEDULE 6.19 and (ii)
     the partnerships and joint ventures listed on SCHEDULE 6.20.  SCHEDULE 6.20
     sets forth, for each partnership or joint venture that is not a Subsidiary
     of IMTC, a complete and accurate statement of (a) the percentage ownership
     of each such partnership or joint venture by IMTC or any of its
     Subsidiaries, (b) the state or other jurisdiction of formation or
     incorporation, as appropriate, of each such partnership or joint venture,
     (c) each state in which each such partnership or joint venture is qualified
     to do business on the date of this Agreement and (d) all of each such
     partnership's or joint venture's trade names, trade styles or doing
     business forms on the date of this Agreement.

                  6.21 SOLVENCY.  Each Borrower is Solvent.

                  6.22 MATERIAL CONTRACTS; LABOR MATTERS.  SCHEDULE 6.22
     contains a complete list, as of the date of this Agreement, of each
     contract or agreement to which any Borrower is a party which is for a term
     of three years or longer, or provides for payment or receipt of an
     aggregate amount of $1,000,000 or more and, upon the request of the Agent
     or any Lender, such Borrower will provide the Agent or such Lender, as
     applicable, with a copy of any such contract or agreement.  Except as
     disclosed on SCHEDULE 6.22:  (a) no labor contract to which any Borrower is
     a party or is otherwise subject is scheduled to expire prior to the
     Maturity Date; (b) no Borrower has, within the two-year period preceding
     the date of this Agreement, taken any action which would have constituted
     or resulted in a "plant closing" or "mass layoff" within the meaning of the
     Federal Worker Adjustment and Retraining Notification Act of 1988 or any
     similar applicable federal, state or local law, and no Borrower has a
     reasonable expectation that any such action is or will be required at any
     time prior to the Maturity Date; and (c) on the Agreement Date (i) no
     Borrower is a party to any labor dispute (other than any immaterial
     disputes with such Borrower's employees as individuals and not affecting
     such Borrower's relations with any labor group or its workforce as a whole)
     and (ii) there are no pending or, to such Borrower's knowledge, threatened
     strikes or walkouts relating to any labor contracts to which any Borrower
     is a party or is otherwise subject.

                  6.23 INSURANCE.  The Borrowers have insurance meeting the
     requirements of SECTION 7.6 hereof, and such insurance policies are in full
     force and effect.  As of the Agreement Date, all insurance maintained by
     any Borrower is described on SCHEDULE 6.23 hereto.

                  6.24 REPRESENTATIONS AND WARRANTIES RELATING TO ACCOUNTS. 
     With respect to all Accounts, each Borrower hereby warrants and represents
     to the Agent, the Lenders and the Issuing Bank that:

                       (a)  They are genuine and in all respects what they
                  purport to be, and they are not evidenced by judgments;

                       (b)  They arise out of completed, BONA FIDE sales of
                  goods or rendition of services by each Borrower in the
                  ordinary course of its business and in accordance with the
                  terms and conditions of all purchase orders, contracts or
                  other documents relating thereto and forming a part of the
                  contract between such Borrower and the Account Debtors;

                       (c)  They are for liquidated amounts maturing as stated
                  in the duplicate invoice covering such sale or rendition of
                  services, copies of which have been furnished or are available
                  to the Agent;

                       (d)  Except as disclosed on SCHEDULE 6.24, no Borrower
                  has made an agreement with any Account Debtor thereunder for
                  any deduction therefrom, except discounts or allowances which
                  are granted by such Borrower in the ordinary course of its
                  business for prompt payment or volume purchases and which are
                  reflected in the calculation of the net amount of each
                  respective invoice related thereto;

                       (e)  There are no facts, events or occurrences of which
                  such Borrower has knowledge which in any way impair the
                  validity or enforceability thereof or which will reduce the
                  amount payable thereunder from the face amount of the invoice
                  and statements delivered to the Agent with respect thereto;

                       (f)  To the best of such Borrower's knowledge, the
                  Account Debtors thereunder (i) had the capacity to contract at
                  the time any contract or other document giving rise to the
                  Accounts were executed and (ii) are solvent; and

                       (g)  No Borrower has knowledge of any fact or
                  circumstance which would impair the validity or collectibility
                  of the Accounts, and to the best of such Borrower's knowledge
                  there are no proceedings or actions which are threatened or
                  pending against any Account Debtor thereunder which might
                  result in any material adverse change in such Account Debtor's
                  financial condition or the collectibility of such Account.

                  6.25 INVENTORY.  Except as specifically disclosed in a
     Borrowing Base Certificate or otherwise disclosed to and acknowledged by
     Agent in writing, with respect to all Eligible Inventory:

                       (a)  All such Inventory is located on the premises
     listed in SCHEDULE 6.14 and is of good and merchantable quality and in
     conformance with such Borrower's performance standards;

                       (b)  Such Borrower has good, indefeasible and marketable
                  title to such Inventory and no such Inventory is subject to
                  any Lien whatsoever, except for Liens of Agent hereunder and
                  Permitted Liens;

                       (c)  Except as specified in SCHEDULE 6.14 or as notified
                  in writing to Agent, no such Inventory is stored with a
                  bailee, warehouseman, or similar party; and

                       (d)  No such Inventory has been consigned to any
     Person.

                  6.26 FULL DISCLOSURE.  None of the representations or
     warranties made by the Borrowers in the Loan Documents as of the date such
     representations and warranties are made or deemed made, and none of the
     statements contained in any report, or certificate furnished by or on
     behalf of the Borrowers in connection with the Loan Documents, contains any
     untrue statement of a material fact or omits any material fact required to
     be stated therein or necessary to make the statements made therein, in
     light of the circumstances under which they are made, not misleading as of
     the time when made or delivered.


                                     ARTICLE VII.

                                AFFIRMATIVE COVENANTS

                  So long as any Lender shall have any Commitment hereunder, or
     the Issuing Bank shall have any L/C Commitment hereunder, or any Loan or
     other Obligation shall remain unpaid or unsatisfied, or any Letter of
     Credit shall remain outstanding, unless the Majority Lenders waive
     compliance in writing: 

                  7.1  FINANCIAL STATEMENTS.  The Borrower Representative shall
     deliver to the Agent and each Lender, in form and detail satisfactory to
     the Agent: 


                       (a)  as soon as available, but not later than 120 days
                  after the end of each fiscal year, a copy of the audited
                  balance sheet of IMTC and its Subsidiaries as at the end of
                  such year and the related statements of income or operations,
                  shareholders' equity and cash flows for such year, on a
                  consolidated and consolidating basis, setting forth in each
                  case in comparative form the figures for the previous fiscal
                  year, and accompanied by the opinion of Deloitte & Touche,
                  L.L.P., or of another nationally-recognized independent public
                  accounting firm reasonably acceptable to the Agent
                  ("INDEPENDENT AUDITOR") which report shall state that such
                  consolidated financial statements present fairly the financial
                  position for the periods indicated in conformity with GAAP
                  applied on a basis consistent with prior years.  Such opinion
                  shall not be qualified or limited because of a restricted or
                  limited examination by the Independent Auditor of any material
                  portion of IMTC's or any Subsidiary's records, and

                       (b)  as soon as available, but not later than 45 days
                  after the end of each of month, a copy of the unaudited
                  balance sheet of IMTC and its Subsidiaries as of the end of
                  such month and the related statements of income, shareholders'
                  equity and cash flows for such month, on a consolidating basis
                  and certified by a Responsible Officer as presenting fairly in
                  all material respects, in accordance with GAAP (subject to
                  ordinary, good faith year-end audit adjustments), the
                  financial position and the results of operations of IMTC and
                  the Subsidiaries.

                  7.2  CERTIFICATES; OTHER INFORMATION.  The Borrower
     Representative shall furnish to the Agent and each Lender:

                       (a)  concurrently with the delivery of the financial
     statements referred to in SUBSECTION 7.1(A), a certificate of the
     Independent Auditor stating that in making the examination necessary
     therefor to its knowledge each Borrower is in compliance with the covenants
     of this Agreement; 

                       (b)  concurrently with the delivery of the financial
     statements referred to in SUBSECTIONS 7.1(B), a Compliance Certificate
     executed by a Responsible Officer of IMTC;

                       (c)  promptly, copies of all financial statements and
     reports that any Borrower sends to its shareholders;

                       (d)  promptly, such additional information regarding the
     business, financial or corporate affairs of IMTC or any Subsidiary as the
     Agent, at the request of any Lender, may from time to time reasonably
     request;

                       (e)  promptly, from time to time, a written report of any
     change in the information set forth in SCHEDULE 6.19 or SCHEDULE 6.20
     concerning any of the Subsidiaries, or any partnership or joint venture;

                       (f)  from time to time and at such other times as the
     Agent, or any Lender requesting through the Agent, may reasonably request,
     a written report of any material change to the list of patents, trademarks,
     copyrights and other Intellectual Property information set forth in
     SCHEDULE 6.17; 

                       (g)  promptly upon receipt, a copy of any "management
     letter" received by any Borrower that has been prepared by its internal or
     outside accountants;

                       (h)  within thirty (30) days after the end of each month,
     and at such other times as the Agent, or any Lender requesting through the
     Agent, may request, a Borrowing Base Certificate, executed and certified as
     accurate by a Responsible Officer of the Borrower Representative;

                       (i)  upon request of the Agent, an aging of all Accounts
     of the Borrowers as of the most recent month end, in form and content
     reasonably acceptable to the Agent;

                       (j)  upon request of the Agent, a certification report
     with respect to the Inventory of the Borrowers as of the most recent month
     end for all locations thereof, in form and content reasonably acceptable to
     the Agent;

                       (k)  promptly after the sending thereof, copies of all
     financial statements, reports and other information which any Guarantor or
     any Borrower files with the Securities and Exchange Commission;

                       (l)  promptly upon receipt of same, copies of all sales
     reports prepared by Abbott;

                       (m)  promptly after the preparation of same, copies of
     all material press releases issued by IMTC or any Subsidiary; and

                       (n)  as soon as available but not later than thirty (30)
     days prior to the end of any fiscal year, copies of any annual budget or
     projections for the next fiscal year prepared by IMTC.

                  7.3  NOTICES.  The Borrower Representative shall promptly
     notify the Agent and each Lender:

                       (a)  of the occurrence of any Event of Default, and of
     the occurrence or existence of any event or circumstance that could
     reasonably be expected to result in an Event of Default;

                       (b)  of (i) any breach or non-performance of, or any
     default under, any Contractual Obligation of any Borrower which could
     reasonably be expected to result in a Material Adverse Effect; and (ii) any
     material dispute, litigation, investigation, proceeding or suspension which
     may exist at any time between IMTC or any of its Subsidiaries and any
     Governmental Authority;

                       (c)  (x) of the commencement of, or any material
     development in, any litigation or proceeding by, against or affecting IMTC
     or any Subsidiary (i) in which the amount of damages claimed is $250,000
     (or its equivalent in another currency or currencies) or more, (ii) in
     which injunctive or similar relief is sought and which, if adversely
     determined, would reasonably be expected to have a Material Adverse Effect,
     or (iii) in which the relief sought is an injunction or other stay of the
     performance of this Agreement or any Loan Document, or (y) of the entry of
     any judgment against any Borrower in excess of $100,000;

                       (d)  of any change or proposed change in any of the
     information set forth on SCHEDULE 6.14 or SCHEDULE 6.15, including but not
     limited to (i) any change in the locations of any Borrower's Inventory
     (other than Inventory in transit), (ii) the identity of any new bailee,
     processor, warehouseman, consignee or other Person in possession or control
     of any of any Borrower's Inventory, (iii) upon the Borrower learning
     thereof, any change in the name or address of the lessor or owner of any
     Real Property leased to any Borrower, (iv) any proposed change in the
     location of the chief executive office or chief place of business of any
     Borrower, and (v) any proposed opening, closing or other change in the list
     of offices and other places of business of any Borrower;

                       (e)  any change in the name of any Borrower;

                       (f)  any material change in the insurance information set
     forth in SCHEDULE 6.23;

                       (g)  any material default by any Account Debtor, or other
     Person obligated to any Borrower, under any contract, chattel paper, note
     or other evidence of amounts payable or due or to become due to any
     Borrower if the amount payable under such contract, chattel paper, note or
     other evidence of amounts payable or due or to become due is $1,000,000 or
     greater;

                       (h)  upon, but in no event later than 5 days after,
     becoming aware of (i) any and all enforcement, cleanup, removal or other
     governmental or regulatory actions instituted, completed or threatened
     against IMTC or any Subsidiary or any of their respective properties
     pursuant to any applicable Environmental Laws, (ii) all other Environmental
     Claims, and (iii) any environmental or similar condition on any real
     property adjoining or in the vicinity of the Real Property of IMTC or any
     Subsidiary that could reasonably be anticipated to cause such property or
     any part thereof to be subject to any restrictions on the ownership,
     occupancy, transferability or use of such property under any Environmental
     Laws;

                       (i)  of the occurrence of any of the following events
     affecting any Borrower or any ERISA Affiliate (but in no event more than 10
     days after such event), and deliver to the Agent and each Lender a copy of
     any notice with respect to such event that is filed with a Governmental
     Authority and any notice delivered by a Governmental Authority to any
     Borrower or any ERISA Affiliate with respect to such event:

                            i)  an ERISA Event;

                            ii)  a material increase in the Unfunded Pension
                  Liability of any Pension Plan;

                            iii)  the adoption of, or the commencement of
                  contributions to, any Plan subject to Section 412 of the Code
                  by any Borrower or any ERISA Affiliate; or

                            iv)  the adoption of any amendment to a Plan subject
                  to Section 412 of the Code, if such amendment results in a
                  material increase in contributions or Unfunded Pension
                  Liability; and


                       (j)  of any material change in accounting policies or
     financial reporting practices by IMTC or, any of its Subsidiaries; 

                       Each notice under this Section shall be accompanied by a
     written statement by a Responsible Officer of the Borrower Representative
     setting forth details of the occurrence referred to therein, and stating
     what action such Borrower or any affected Subsidiary proposes to take with
     respect thereto and at what time.  Each notice under SECTION 7.3(A) shall
     describe with particularity any and all clauses or provisions of this
     Agreement or other Loan Document that have been (or foreseeably will be)
     breached or violated.

                  7.4  PRESERVATION OF CORPORATE EXISTENCE, ETC.  Each Borrower
     shall:

                       (a)  preserve and maintain in full force and effect its
     corporate existence and good standing under the laws of its state or
     jurisdiction of incorporation;

                       (b)  preserve and maintain in full force and effect all
     governmental rights, privileges, qualifications, permits, licenses and
     franchises necessary or desirable (in any material respect) to the normal
     conduct of its business; 

                       (c)  use reasonable efforts, in the ordinary course of
     business, to preserve its business organization and goodwill; and

                       (d)  preserve or renew all of its registered patents,
     trademarks, trade names and service marks to the extent the same are
     necessary for or of importance to the conduct of the Borrower's business.

                  7.5  MAINTENANCE OF PROPERTY.  Each Borrower shall maintain,
     and preserve all its respective property which is used or useful in its
     business in good working order and condition, ordinary wear and tear
     excepted and make all necessary repairs thereto and renewals and
     replacements thereof.

                  7.6  INSURANCE.  The Borrowers shall maintain, with
     financially sound and reputable independent insurers, insurance with
     respect to its properties and business against loss or damage of the kinds
     customarily insured against by Persons engaged in the same or similar
     business, of such types and in such amounts as are customarily carried
     under similar circumstances by such other Persons, including workers'
     compensation insurance, public liability and property and casualty
     insurance.  All casualty insurance maintained by the Borrowers shall name
     the Agent as loss payee and all liability insurance shall name the Agent as
     additional insured for the benefit of the Issuing Bank and the Lenders, as
     their interests may appear.  All policies of insurance required to be
     maintained under this Agreement shall be in form and with insurers
     recognized as adequate by the Agent and all such policies shall be in such
     amounts as may be reasonably satisfactory to the Agent and shall, by an
     endorsement or independent instrument furnished to the Agent provide that
     the insurance companies will give Agent at least thirty (30) days prior
     written notice before any such policy or policies of insurance shall be
     materially altered or canceled.  On the Agreement Date, and upon the
     renewal, replacement, or addition of each policy of insurance thereafter,
     the Borrower Representative shall deliver to Agent a copy of each policy of
     insurance and a certificate of insurance that evidences the existence of
     each policy of insurance, payment of all premiums therefor and compliance
     with all provisions of this Agreement.  In addition, the Borrower
     Representative shall notify the Agent promptly of any occurrence causing a
     loss or decline in value in excess of $500,000 in the aggregate of any real
     or personal property and the estimated (or actual, if available) amount of
     such loss or decline.

                  7.7  PAYMENT OF OBLIGATIONS.  IMTC shall, and shall cause each
     Subsidiary to, pay and discharge as the same shall become due and payable,
     all their respective obligations and liabilities, including:

                       (a)  all tax liabilities, assessments and governmental
     charges or levies upon it or its properties or assets, unless the same are
     being contested in good faith by appropriate proceedings and adequate
     reserves in accordance with GAAP or its foreign equivalent are being
     maintained by IMTC or such Subsidiary;

                       (b)  all lawful claims which, if unpaid, would by law
     become a Lien upon its respective property; and

                       (c)  all Indebtedness as and when due and payable.

                  7.8  COMPLIANCE WITH LAWS.  The Borrowers shall comply in all
     material respects with all Requirements of Law of any Governmental
     Authority having jurisdiction over it or its business (including the
     Federal Fair Labor Standards Act), except such as may be contested in good
     faith or as to which a bona fide dispute may exist.

                  7.9  COMPLIANCE WITH ERISA.  Each Borrower shall, and shall
     cause each of its ERISA Affiliates to:  (a) maintain each Plan in
     compliance in all material respects with the applicable provisions of
     ERISA, the Code and other federal or state law; (b) cause each Plan which
     is qualified under Section 401(a) of the Code to maintain such
     qualification; and (c) make all required contributions to any Plan subject
     to Section 412 of the Code.

                  7.10 INSPECTION OF PROPERTY AND BOOKS AND RECORDS.  IMTC shall
     maintain and shall cause each Subsidiary to maintain proper books of record
     and account, in which full, true and correct entries in conformity with
     GAAP, or its foreign equivalent, consistently applied shall be made of all
     financial transactions and matters involving the assets and business of
     IMTC and such Subsidiary.  The Borrowers shall permit representatives and
     independent contractors of the Agent or any Lender to visit and inspect any
     of their respective properties, to examine their respective corporate,
     financial and operating records, and make copies thereof or abstracts
     therefrom, and to discuss their respective affairs, finances and accounts
     with their respective directors, officers, and independent public
     accountants (including, but not limited to, semi-annual inspections by the
     Agent's field examiners for the purpose of valuing such Borrower's
     Inventory and Accounts), all at the expense of the Borrowers and at such
     reasonable times during normal business hours and as often as may be
     reasonably desired, upon reasonable advance notice to the Borrower
     Representative; PROVIDED, HOWEVER, when an Event of Default exists the
     Agent or any Lender may do any of the foregoing at any time and without
     advance notice.

                  7.11 ENVIRONMENTAL LAWS.

                       (a)  IMTC shall, and shall cause each Subsidiary to,
     conduct its operations and keep and maintain its property in compliance in
     all material respects with all Environmental Laws.

                       (b)  Upon the written request of the Agent, the Borrower
     Representative shall submit to the Agent at the Borrowers' sole cost and
     expense, at reasonable intervals, a report providing an update of the
     status of any environmental, health or safety compliance, hazard or
     liability issue identified in any notice or report required pursuant to
     SUBSECTION 7.3(H), that could, individually or in the aggregate, result in
     liability in excess of $250,000.

                  7.12 USE OF PROCEEDS. The Borrowers shall use the proceeds of
     the Loans made hereunder to refinance certain Indebtedness, pay certain
     amounts in connection with the settlement of the Chiron Litigation and
     other litigation, for Permitted Acquisitions and acquisitions of
     Intellectual Property in the ordinary course of business, and for working
     capital and other general corporate purposes not in contravention of any
     Requirement of Law or of this Agreement.

                  7.13 FURTHER ASSURANCES. 

                       (a)  The Borrowers shall ensure that all written
     information, exhibits and reports furnished to the Agent or the Lenders do
     not and will not contain any untrue statement of a material fact and do not
     and will not omit to state any material fact or any fact necessary to make
     the statements contained therein not misleading in light of the
     circumstances in which made, and will promptly disclose to the Agent and
     the Lenders and correct any material defect or error that may be discovered
     therein or in any Loan Document or in the execution, acknowledgement or
     recordation thereof.

                       (b)  Promptly upon request by the Agent or the Majority
     Lenders, the Borrowers shall do, execute, acknowledge, deliver, record,
     re-record, file, re-file, register and re-register, any and all such
     further acts, deeds, conveyances, security agreements, mortgages,
     assignments, estoppel certificates, financing statements and continuations
     thereof, termination statements, notices of assignment, transfers,
     certificates, assurances and other instruments as the Agent or the Majority
     Lenders, as the case may be, may reasonably require from time to time in
     order (i) to carry out more effectively the purposes of this Agreement or
     any other Loan Document, (ii) to subject to the Liens created by any of the
     Collateral Documents any of the properties, rights or interests covered by
     any of the Collateral Documents, (iii) to perfect and maintain the
     validity, effectiveness and priority of any of the Collateral Documents and
     the Liens intended to be created thereby, and (iv) to better assure,
     convey, grant, assign, transfer, preserve, protect and confirm to the
     Agent, the Issuing Bank and the Lenders the rights granted or now or
     hereafter intended to be granted to the Agent, the Issuing Bank or the
     Lenders under any Loan Document or under any other document executed in
     connection therewith.

                       (c)  The Borrowers shall complete all matters set forth
     on SCHEDULE 7.13 hereto in accordance therewith and by the date of
     completion set forth therein.


                                    ARTICLE VIII.


                                  NEGATIVE COVENANTS

                  So long as any Lender shall have any Commitment hereunder, or
     any Issuing Bank shall have any L/C Commitment hereunder, or any Loan or
     other Obligation shall remain unpaid or unsatisfied, or any Letter of
     Credit shall remain outstanding, unless the Majority Lenders waive
     compliance in writing:

                  8.1  LIMITATION ON LIENS.  IMTC shall not, and shall not
     suffer or permit any Material Subsidiary to, directly or indirectly, make,
     create, incur, assume or suffer to exist any Lien upon or with respect to
     any part of its property, whether now owned or hereafter acquired, other
     than the following ("PERMITTED LIENS"):

                       (a)  any Lien existing on property of IMTC or any
     Material Subsidiary on the Agreement Date and set forth in SCHEDULE 8.1
     securing Indebtedness outstanding on such date;

                       (b)  any Lien created under any Loan Document;

                       (c)  Liens for taxes, fees, assessments or other
     governmental charges which are not delinquent or remain payable without
     penalty, or to the extent that non-payment thereof is permitted by SECTION
     7.7, provided that no notice of lien has been filed or recorded;

                       (d)  carriers', warehousemen's, mechanics', landlords',
     materialmen's, repairmen's or other similar Liens arising in the ordinary
     course of business which are not delinquent or remain payable without
     penalty or which are being contested in good faith and by appropriate
     proceedings, which proceedings have the effect of preventing the forfeiture
     or sale of the property subject thereto;

                       (e)  Liens (other than any Lien imposed by ERISA and
     other than on the Collateral) consisting of pledges or deposits required in
     the ordinary course of business in connection with workers' compensation,
     unemployment insurance and other social security legislation;

                       (f)  Liens (other than Liens on the Collateral) on the
     property of IMTC or any Material Subsidiary securing (i) the non-delinquent
     performance of bids, trade contracts (other than for borrowed money),
     leases, statutory obligations, (ii) contingent obligations on surety and
     appeal bonds, and (iii) other non-delinquent obligations of a like nature;
     in each case, incurred in the ordinary course of business , provided all
     such Liens in the aggregate would not (even if enforced) cause a Material
     Adverse Effect;

                       (g)  Liens (other than Liens on the Collateral)
     consisting of judgment or judicial attachment liens, provided that the
     enforcement of such Liens is effectively stayed and all such Liens in the
     aggregate at any time outstanding for IMTC and its Material Subsidiaries do
     not exceed $500,000;

                       (h)  easements, rights-of-way, restrictions and other
     similar encumbrances incurred in the ordinary course of business which, in
     the aggregate, are not substantial in amount, and which do not in any case
     materially detract from the value of the property subject thereto or
     interfere with the ordinary conduct of the businesses of IMTC and its
     Material Subsidiaries;

                       (i)  Liens on assets of Persons which become Subsidiaries
     after the date of this Agreement, PROVIDED, HOWEVER, that such Liens
     existed at the time the respective Persons became Subsidiaries and were not
     created in anticipation thereof and do not exceed the aggregate amount of
     $500,000;

                       (j)  purchase money security interests on any property
     acquired or held by IMTC or its Material Subsidiaries in the ordinary
     course of business, securing Indebtedness incurred or assumed for the
     purpose of financing all or any part of the cost of acquiring such
     Equipment; PROVIDED THAT (i) any such Lien attaches to such Equipment;
     concurrently with or within 20 days after the acquisition thereof,
     (ii) such Lien attaches solely to the Equipment so acquired in such
     transaction, (iii) the principal amount of the debt secured thereby does
     not exceed 100% of the cost of such Equipment; and (iv) the principal
     amount of the Indebtedness secured by any and all such purchase money
     security interests (exclusive of Capitalized Leases) shall not exceed in
     the aggregate $500,000 in any fiscal year;

                       (k)  Liens securing obligations in respect of Capitalized
     Leases on assets subject to such leases, provided that such Capital Leases
     are otherwise permitted hereunder;

                       (l)  Liens on Accounts owned by Murex Diagnostici S.p.A.
     and described on SCHEDULE 8.1; 

                       (m)  Liens arising solely by virtue of any statutory or
     common law provision relating to banker's liens, rights of set-off or
     similar rights and remedies as to deposit accounts or other funds
     maintained with a creditor depository institution; PROVIDED THAT (i) such
     deposit account is not a dedicated cash collateral account and is not
     subject to restrictions against access by IMTC on such Subsidiary in excess
     of those set forth by regulations promulgated by the FRB, and (ii) such
     deposit account is not intended by IMTC or any Subsidiary to provide
     collateral to the depository institution; and

                       (n)  Liens on Equipment and real property securing
     Indebtedness permitted by SECTION 8.5(G) hereof.

                  8.2  LIQUIDATION; CHANGE IN OWNERSHIP OR NAME; DISPOSITION OR
     ACQUISITION OF ASSETS; ETC.  IMTC shall not, and shall not suffer or permit
     any Material Subsidiary to, directly or indirectly:

                       (a)  Liquidate or dissolve itself (or suffer any
     liquidation or dissolution) or otherwise wind up its business;

                       (b)  Sell, lease, abandon, transfer or otherwise dispose
     of, in a single transaction or a series of related transactions, any
     assets, property or business except (i) in the ordinary course of business
     at the fair market value thereof and for cash or cash equivalents, (ii) for
     physical assets used, consumed or otherwise disposed of in the ordinary
     course of business, or (iii) other assets, the fair market value of which
     does not exceed in the aggregate for IMTC and the Material Subsidiaries
     $250,000 in any fiscal year.

                       (c)  (i) Become a partner or joint venturer with any
     third party; or (ii) acquire (A) all or any substantial part of the assets,
     property or business of, or (B) any assets that constitute a division or
     operating unit of the business of, any other Person, except in connection
     with a Permitted Acquisition.

                       (d)  Create any Subsidiary, unless (i) if such Subsidiary
     is organized or operated in the United States, the United Kingdom or
     Barbados, any such Subsidiary executes at the time of its creation a
     security agreement in favor of the Collateral Agent, and all UCC-1
     financing statements (or the equivalent thereof) necessary to perfect the
     security interest of the Collateral Agent granted by the security
     agreement, all in form and substance satisfactory to the Agent, (ii) such
     Subsidiary executes at the time of its creation a guaranty agreement in
     favor of the Agent, in form and substance satisfactory to the Agent,
     (iii) the Agent receives such opinion letters as it may reasonably request
     regarding the documents delivered pursuant to clauses (i) and (ii) above
     (and, if applicable, the perfection of Liens created thereunder) if the
     Subsidiary is a Material Subsidiary, and (iv) no Default exists immediately
     prior to or after the creation of such Subsidiary.

                       (e)  Change its corporate name without giving the Agent
     thirty (30) days prior written notice of its intention to do so and
     complying with all reasonable requirements of the Agent in regard thereto.

                  8.3  CONSOLIDATIONS AND MERGERS.  Except as permitted by
     Section 8.2, IMTC shall not, and shall not suffer or permit any Material
     Subsidiary to, merge, consolidate with or into, or convey, transfer, lease
     or otherwise dispose of (whether in one transaction or in a series of
     transactions all or substantially all of its assets (whether now owned or
     hereafter acquired) to or in favor of any Person, except any Material
     Subsidiary (other than a Borrower) may merge with (a) any Borrower,
     provided that such Borrower shall be the continuing or surviving
     corporation, (b) any other Material Subsidiary, and (c) any other
     Subsidiary, provided that (i) such Material Subsidiary shall be the
     continuing or surviving corporation, and (ii) no Default or Event of
     Default shall exist hereunder, both before and after giving effect to such
     Merger.

                  8.4  LOANS AND INVESTMENTS.  IMTC shall not purchase or
     acquire, or suffer or permit any Material Subsidiary to purchase or
     acquire, or make any commitment therefor, any Capital Stock, equity
     interest, or any obligations or other securities of, or any interest in,
     any Person, or make or commit to make any advance, loan, extension of
     credit or capital contribution to or any other investment in, any Person
     including any Affiliate of IMTC (together, "INVESTMENTS"), except: 
     (a) IMTC and its Material Subsidiaries may purchase or otherwise acquire
     and own (i) marketable, direct obligations of the United States of America
     and its agencies maturing within three hundred sixty-five (365) days of the
     date of purchase, (ii) commercial paper issued by corporations, each of
     which shall (A) have a consolidated net worth of at least $250,000,000, and
     (B) conduct substantially all of its business in the United States of
     America, which commercial paper will mature within one hundred eighty (180)
     days from the date of the original issue thereof and is rated "P-1" or
     better by Moody's Investors Service, Inc., or "A-1" or better by Standard &
     Poor's Corporation, (iii) certificates of deposit maturing within three
     hundred sixty-five (365) days of the date of purchase and issued by a
     United States national or state bank having deposits totaling more than
     $250,000,000, and whose short-term debt is rated "P-1" or better by Moody's
     Investors Service, Inc. or "A-1" or better by Standard & Poor's
     Corporation, and (iv) up to $100,000 per institution and up to $1,000,000
     in the aggregate in (A) short-term obligations issued by any local
     commercial bank or trust company located in those areas where IMTC or such
     Subsidiary conducts its business, whose deposits are insured by the Federal
     Deposit Insurance Corporation, or (B) commercial bank-insured money market
     funds, or any combination of investments described in clauses (A) and (B);
     (b) extensions of credit in the nature of accounts receivable or notes
     receivable arising from the sale or lease of goods or services in the
     ordinary course of business; (c) (i) extensions of credit by IMTC or its
     Material Subsidiaries to another of its Subsidiaries, (x) in accordance
     with SECTION 8.6 hereof or (y) not exceeding the aggregate amount of
     $250,000 in any fiscal year; (d) investments in connection with a Permitted
     Acquisition; and (e) investments in Digene Diagnostics, Inc., Innogenetics,
     N.V. and AtheroGenics, Inc. in existence as of the Agreement Date and
     described on SCHEDULE 8.4.

                  8.5  LIMITATION ON INDEBTEDNESS.  IMTC shall not, and shall
     not suffer or permit any Material Subsidiary to, create, incur, assume,
     suffer to exist, or otherwise become or remain directly or indirectly
     liable with respect to, any Indebtedness, except:

                       (a)  Indebtedness incurred pursuant to this Agreement and
     the other Loan Documents;

                       (b)  Indebtedness consisting of Contingent Obligations
     permitted pursuant to SECTION 8.9;

                       (c)  all Indebtedness existing on the Agreement Date and
     set forth in SCHEDULE 8.5;

                       (d)  Indebtedness secured by Liens permitted by SECTION
     8.1(I) AND (J).

                       (e)  Indebtedness incurred in connection with Capital
     Leases entered into by IMTC or any Subsidiary to finance the acquisition of
     equipment (and in compliance with SECTION 8.18);

                       (f)  Trade or accounts payable and/or similar
     obligations, and accrued expenses, incurred in the ordinary course of
     business, other than for borrowed money; and

                       (g)  Other Indebtedness in an aggregate amount not to
     exceed $1,000,000 at any time outstanding.

                  8.6  TRANSACTIONS WITH AFFILIATES.  IMTC shall not, and shall
     not suffer or permit any Subsidiary to, enter into any transaction with any
     Affiliate of IMTC, except upon fair and reasonable terms fully disclosed to
     Agent and no less favorable to IMTC or such Subsidiary than it would obtain
     in a comparable arms length transaction with a Person not an Affiliate of
     IMTC.

                  8.7  USE OF PROCEEDS.  The Borrowers shall not use any portion
     of the Loan proceeds or any Letter of Credit, directly or indirectly,
     (i) to purchase or carry Margin Stock, (ii) to repay or otherwise refinance
     indebtedness of any Borrower or others incurred to purchase or carry Margin

     Stock, (iii) to extend credit for the purpose of purchasing or carrying any
     Margin Stock, or (iv) to acquire any security in any transaction that is
     subject to Section 13 or 14 of the Exchange Act.

                  8.8  CHANGE IN ACCOUNTS.  During such time that an Event of
     Default exists, no Borrower will permit or agree to any extension,
     compromise or settlement or make any change or modification of any kind or
     nature with respect to any of its Accounts, including any of the terms
     relating thereto.

                  8.9  CONTINGENT OBLIGATIONS.  IMTC shall not, and shall not
     suffer or permit any Material Subsidiary to, create, incur, assume or
     suffer to exist any Contingent Obligations except:

                       (a)  endorsements for collection or deposit in the
     ordinary course of business;

                       (b)  Contingent Obligations of IMTC and its Material
     Subsidiaries existing as of the Agreement Date and listed in SCHEDULE 8.9;

                       (c)  Guaranty Obligations entered into by IMTC or any
     Material Subsidiary after the Agreement Date with respect to obligations of
     an Affiliate of IMTC and not exceeding $1,000,000 in the aggregate at any
     time outstanding.

                  8.10 RESTRICTED PAYMENTS.  IMTC shall not, and shall not
     suffer or permit any Material Subsidiary to, declare or make any dividend
     payment or other distribution of assets, properties, cash, rights,
     obligations or securities on account of any shares of any class of its
     Capital Stock, or purchase, redeem or otherwise acquire for value any
     shares of its Capital Stock or any warrants, rights or options to acquire
     such shares, now or hereafter outstanding; except that as applicable:

                       (a)  IMTC and any Material Subsidiary may declare and
     make dividend payments or other distributions payable solely in its common
     stock; and

                       (b)  IMTC and any Material Subsidiary may purchase,
     redeem or otherwise acquire shares of its common stock or warrants or
     options to acquire any such shares with the proceeds received from the
     substantially concurrent issue of new shares of its common stock; and 

                       (c)  Any Material Subsidiary may declare and pay
     dividends to IMTC or any other Material Subsidiary.

                  8.11 ERISA.  The Borrowers shall not, and shall not suffer or
     permit any of its ERISA Affiliates to:  (a) engage in a prohibited
     transaction or violation of the fiduciary responsibility rules with respect
     to any Plan which has resulted or could reasonably expected to result in
     liability of the Borrower in an aggregate amount in excess of $250,000; or
     (b) engage in a transaction that could be subject to Section 4069 or
     4212(c) of ERISA.

                  8.12 CHANGE IN BUSINESS.  The Borrowers shall not engage in
     any material line of business substantially different from those lines of
     business carried on by the Borrowers on the date hereof.


                  8.13 ACCOUNTING CHANGES.  IMTC shall not, and shall not suffer
     or permit any Material Subsidiary to, make any significant change in
     accounting treatment or reporting practices, except as required by GAAP or
     its foreign equivalent, or change the fiscal year of IMTC or of any
     Material Subsidiary.

                  8.14 INTELLECTUAL PROPERTY.  Each Borrower agrees that it
     will, with respect to the Intellectual Property of such Borrower which is
     necessary for or of importance to the conduct of the business of such
     Borrower, unless such Intellectual Property has become obsolete:

                       (a)  Not, do any act, or omit to do any act, whereby any
     of its respective Patent Property may lapse or become abandoned or
     dedicated to the public or unenforceable;

                       (b)  Not, and not permit any licensee of it to:

                            i)  fail to continue to use any of the trademark
                       property in order to maintain all of such trademark
                       property in full force free from any claim of abandonment
                       for non-use;

                            ii)  fail to maintain as in the past in all material
                       respects the quality of products and services offered
                       under all of the trademark property;

                            iii)  fail to employ all of the trademark property
                       registered with any Federal or state or foreign authority
                       with an appropriate notice of such registration;

                            iv)  adopt or use any other trademark which is
                       confusingly similar or a colorable imitation of any of
                       the trademark property; 

                            v)  use any of the trademark property registered
                       with any Federal or state or foreign authority except for
                       the uses for which registration or application for
                       registration of all of such trademark property has been
                       made; or

                            vi)  do or permit any act or knowingly omit to do
                       any act whereby any of the trademark property may lapse
                       or become invalid or unenforceable;

                       (c)  Not, do or permit any act or knowingly omit to do
     any act whereby any of the copyright property may lapse or become invalid
     or unenforceable or placed in the public domain except upon expiration of
     the end of an unrenewable term of a registration thereof;

                       (d)  That it shall notify the Agent immediately if it
     knows, or has reason to know, that any application or registration relating
     to any material Intellectual Property is invalid or unenforceable, or of
     any adverse determination or development (including the institution of, or
     any such determination or development in, any proceeding in the United
     States Patent and Trademark Office, the United States Copyright Office or
     any foreign counterpart thereof or any court) regarding its or any of its
     Subsidiaries' ownership of any material Intellectual Property, its right to
     register the same or to keep and maintain and enforce the same;

                       (e)  That it shall take all necessary steps, including in
     any proceeding before the United States Patent and Trademark Office, the
     United States Copyright Office or, to the extent necessary for the conduct
     of such Borrower's business, any similar office or agency in any other
     country or any political subdivision thereof, to maintain and pursue any
     application (and to obtain the relevant registration) filed with respect
     to, and to maintain any registration of, the Intellectual Property,
     including the filing of applications for renewal, affidavits of use,
     affidavits of incontestability and opposition, interference and
     cancellation proceedings and the payment of fees and taxes (except to the
     extent that dedication, abandonment or invalidation is permitted under the
     foregoing CLAUSES (A), (B) and (C)); and

                       (f)  That it shall, within ten (10) days after the
     Agreement Date, execute and deliver to the Agent such documents as are
     required to register or perfect the Agent's security interest in the Patent
     Property licensed to Abbott pursuant to the License Agreement in the
     jurisdictions set forth therein.

                  8.15 NEGATIVE PLEDGES, ETC.  IMTC will not, and not permit any
     of its Material Subsidiaries to, enter into any agreement (excluding this
     Agreement and any Loan Document) prohibiting (a) the creation or assumption
     of any Lien upon its properties, revenues or assets, whether now owned or
     hereafter acquired, or (b) the ability of the Borrowers to amend or
     otherwise modify this Agreement or any other Loan Document.

                  8.16 FUNDED DEBT/EBITDA RATIO.  IMTC shall not permit as of
     December 31, 1996, and the last day of each fiscal quarter thereafter, the
     ratio of (i) Funded Debt as of such date to (ii) EBITDA for the immediately
     preceding twelve (12) month period to exceed 1.50 to 1.0.

                  8.17 CONSOLIDATED TANGIBLE NET WORTH.  IMTC shall not permit
     as of December 31, 1996, and the last day of each fiscal quarter
     thereafter, Consolidated Tangible Net Worth to be less than $50,000,000;
     PROVIDED, HOWEVER, that (i) such amount shall be increased at the end of
     each fiscal year (commencing with the fiscal year ending December 31, 1997)
     by an amount equal to $2,500,000, and (ii) in no event shall IMTC's
     investment in Innogenetics N.V. be deemed an intangible asset for purposes
     of the calculation of "Consolidated Tangible Net Worth". 

                  8.18 CAPITAL EXPENDITURES.  IMTC and its Subsidiaries shall
     not make or incur during the fiscal year ending on December 31, 1997, and
     during each fiscal year thereafter, in the aggregate any Capital
     Expenditures in excess of $7,000,000; PROVIDED, HOWEVER, during fiscal year
     1998 only, IMTC and its Subsidiaries may make or incur Capital Expenditures
     in an aggregate amount equal to (a) $7,000,000 plus (b) (i) $7,000,000
     MINUS (ii) the aggregate amount of Capital Expenditures made or incurred by
     IMTC and its Subsidiaries during fiscal year 1997.


                                     ARTICLE IX.

                                  EVENTS OF DEFAULT

                  9.1  EVENT OF DEFAULT.  Any of the following shall constitute
     an "EVENT OF DEFAULT":

                       (a)  The Borrowers fail to pay, (i) when and as required

     to be paid herein, any amount of principal of any Loan or of any L/C
     Obligation, or (ii) within three (3) days after the same becomes due,
     payment of any interest, fee or any other amount payable hereunder or under
     any other Loan Document; or

                       (b)  Any representation or warranty by IMTC or any
     Subsidiary made or deemed made herein, in any other Loan Document or which
     is contained in any certificate, document or financial or other statement
     by IMTC, any Subsidiary, or any Responsible Officer, furnished at any time
     under this Agreement, or in or under any other Loan Document is incorrect
     in any material respect on or as of the date made or deemed made; or

                       (c)  IMTC or any Subsidiary fails to perform or observe
     any term, covenant or agreement contained in (i) SECTION 8.4 and such
     default shall continue unremedied for a period of seven (7) days, or (ii)
     SECTIONS 7.1, 7.2, 7.3, 7.4, 7.12 or 7.13(C) or in ARTICLE VIII (other than
     SECTION 8.4); or 

                       (d)  IMTC or any Subsidiary party thereto fails to
     perform or observe any other term or covenant contained in this Agreement
     or any other Loan Document and such default shall continue unremedied for
     the earlier of (i) the applicable cure period in such Loan Document, if
     any, or (ii) a period of thirty (30) days after the earlier of (A) the date
     upon which a Responsible Officer knew or reasonably should have known of
     such failure or (B) the date upon which written notice thereof is given to
     the Borrower Representative by the Agent or any Lender; or

                       (e)  (i) Any Borrower (A) fails to make any payment in
     respect of any Indebtedness or Contingent Obligation having an aggregate
     principal amount (including undrawn committed or available amounts and
     including amounts owing to all creditors under any combined or syndicated
     credit arrangement) of more than $500,000 when due (whether by scheduled
     maturity, required prepayment, acceleration, demand, or otherwise) and such
     failure continues after the applicable grace or notice period, if any,
     specified in the relevant document on the date of such failure; or
     (B) fails to perform or observe any other condition or covenant, or any
     other event shall occur or condition exist, under any agreement or
     instrument relating to any such Indebtedness or Contingent Obligation, and
     such failure continues after the applicable grace or notice period, if any,
     specified in the relevant document on the date of such failure if the
     effect of such failure, event or condition is to cause, or to permit the
     holder or holders of such Indebtedness or beneficiary or beneficiaries of
     such Indebtedness (or a trustee or agent on behalf of such holder or
     holders or beneficiary or beneficiaries) to cause such Indebtedness to be
     declared to be due and payable prior to its stated maturity, or such
     Contingent Obligation to become payable or cash collateral in respect
     thereof to be demanded; 

                       (f)  Any Borrower or any Material Subsidiary (i) ceases
     or fails to be Solvent, or generally fails to pay, or admits in writing its
     inability to pay, its debts as they become due, subject to applicable grace
     periods, if any, whether at stated maturity or otherwise; (ii) voluntarily
     ceases to conduct its business in the ordinary course; (iii) commences any
     Insolvency Proceeding with respect to itself; or (iv) takes any action to
     effectuate or authorize any of the foregoing; or

                       (g)  (i) Any involuntary Insolvency Proceeding is
     commenced or filed against any Borrower or any Material Subsidiary, or any
     writ, judgment, warrant of attachment, execution or similar process, is
     issued or levied against a substantial part of Borrower's or any Material
     Subsidiary's properties, and any such proceeding or petition shall not be
     dismissed, or such writ, judgment, warrant of attachment, execution or
     similar process shall not be released, vacated or fully bonded within 60
     days after commencement, filing or levy; (ii) any Borrower or any Material
     Subsidiary admits the material allegations of a petition against it in any
     Insolvency Proceeding, or an order for relief (or similar order under non-
     U.S. law) is ordered in any Insolvency Proceeding; or (iii) any Borrower or
     any Material Subsidiary acquiesces in the appointment of a receiver,
     trustee, custodian, conservator, liquidator, mortgagee in possession (or
     agent therefor), or other similar Person for itself or a substantial
     portion of its property or business; or

                       (h)  (i) An ERISA Event shall occur with respect to a
     Pension Plan or Multiemployer Plan which has resulted or could reasonably
     be expected to result in liability of the Borrower under Title IV of ERISA
     to the Pension Plan, Multiemployer Plan or the PBGC in an aggregate amount
     in excess of $500,000; or (ii) the aggregate amount of Unfunded Pension
     Liability among all Pension Plans at any time exceeds $500,000; or
     (iii) the Borrower or any ERISA Affiliate shall fail to pay when due, after
     the expiration of any applicable grace period, any installment payment with
     respect to its withdrawal liability under Section 4201 of ERISA under a
     Multiemployer Plan in an aggregate amount in excess of $500,000; or

                       (i)  One or more non-interlocutory judgments, non-
     interlocutory orders, decrees or arbitration awards is entered against any
     Borrower or any Material Subsidiary in the aggregate a liability (to the
     extent not covered by independent third-party insurance as to which the
     insurer does not dispute coverage) as to any single or related series of
     transactions, incidents or conditions, of $500,000 or more, and the same
     shall remain unvacated and unstayed pending appeal for a period of 30 days
     after the entry thereof; or 

                       (j)  Any non-monetary judgment, order or decree is
     entered against any Borrower or any Material Subsidiary which does or would
     reasonably be expected to have a Material Adverse Effect, and there shall
     be any period of 10 consecutive days during which a stay of enforcement of
     such judgment or order, by reason of a pending appeal or otherwise, shall
     not be in effect; or 

                       (k)  There occurs any Change of Control; or 

                       (l)  Any event described in clause (a) or clause (b) of
     the definition of "Material Adverse Effect" set forth herein shall occur;
     or 

                       (m)  Any Material Subsidiary fails in any material
     respect to perform or observe any term, covenant or agreement in any Loan
     Document to which it is a party; or any Guaranty executed by a Material
     Subsidiary is for any reason partially (including with respect to future
     advances) or wholly revoked or invalidated, or otherwise ceases to be in
     full force and effect, or any Material Subsidiary contests in any manner
     the validity or enforceability thereof or denies that it has any further
     liability or obligation thereunder.

                       (n)  i)  any provision of any Collateral Document shall
     for any reason cease to be valid and binding on or enforceable against the
     Borrower or any Material Subsidiary party thereto or the Borrower or any
     Material Subsidiary shall so state in writing or bring an action to limit
     its obligations or liabilities thereunder; or

                            ii)  any Collateral Document shall for any reason
                  (other than pursuant to the terms thereof) cease to create a
                  valid security interest in the Collateral purported to be
                  covered thereby or such security interest shall for any reason
                  cease to be a perfected and first priority security interest
                  subject only to Permitted Liens.

                  9.2  REMEDIES.  If any Event of Default occurs, the Agent
     shall, at the request of, or may, with the consent of, the Majority
     Lenders,

                       (a)  declare the commitment of each Lender to make Loans
     and any obligation of the Issuing Bank to Issue Letters of Credit to be
     terminated, whereupon such commitments and obligation shall be terminated; 

                       (b)  declare an amount equal to the maximum aggregate
     amount that is or at any time thereafter may become available for drawing
     under any outstanding Letters of Credit (whether or not any beneficiary
     shall have presented, or shall be entitled at such time to present, the
     drafts or other documents required to draw under such Letters of Credit) to
     be immediately due and payable, and declare the unpaid principal amount of
     all outstanding Loans, all interest accrued and unpaid thereon, and all
     other amounts owing or payable hereunder or under any other Loan Document
     to be immediately due and payable, without presentment, demand, protest or
     other notice of any kind, all of which are hereby expressly waived by the
     Borrower; and

                       (c)  exercise on behalf of itself, the Issuing Bank or
     the Lenders all rights and remedies available to it, the Collateral Agents,
     the Issuing Bank or the Lenders under the Loan Documents or applicable law;

     PROVIDED, HOWEVER, that upon the occurrence of any event specified in
     SUBSECTION (F) or (G) of SECTION 8.1, with respect to any Borrower, the
     obligation of each Lender to make Loans and any obligation of the Issuing
     Bank to Issue Letters of Credit shall automatically terminate and the
     unpaid principal amount of all outstanding Loans and all interest and other
     amounts as aforesaid shall automatically become due and payable without
     further act of the Agent, the Issuing Bank or any Lender.

                  9.3  RIGHTS NOT EXCLUSIVE.  The rights provided for in this
     Agreement and the other Loan Documents are cumulative and are not exclusive
     of any other rights, powers, privileges or remedies provided by law or in
     equity, or under any other instrument, document or agreement now existing
     or hereafter arising.


                                      ARTICLE X.

                                      THE AGENT

                  10.1 APPOINTMENT AND AUTHORIZATION; "AGENT" AND "ISSUING
     BANK".

                       (a)  Each Lender, each Issuing Bank and each Collateral
     Agent hereby irrevocably (subject to SECTION 10.9) appoints, designates and
     authorizes the Agent to take such action on its behalf under the provisions
     of this Agreement and each other Loan Document and to exercise such powers
     and perform such duties as are expressly delegated to it by the terms of
     this Agreement or any other Loan Document, together with such powers as are
     reasonably incidental thereto.  Notwithstanding any provision to the
     contrary contained elsewhere in this Agreement or in any other Loan
     Document, the Agent shall not have any duties or responsibilities, except
     those expressly set forth herein, nor shall the Agent have or be deemed to
     have any fiduciary relationship with any Lender, and no implied covenants,
     functions, responsibilities, duties, obligations or liabilities shall be
     read into this Agreement or any other Loan Document or otherwise exist
     against the Agent.  Without limiting the generality of the foregoing
     sentence, the use of the term "agent" in this Agreement with reference to
     the Agent is not intended to connote any fiduciary or other implied (or
     express) obligations arising under agency doctrine of any applicable law. 
     Instead, such term is used merely as a matter of market custom, and is
     intended to create or reflect only an administrative relationship between
     independent contracting parties.

                       (b)  The Issuing Bank shall act on behalf of the Lenders
     with respect to any Letters of Credit Issued by it and the documents
     associated therewith until such time and except for so long as the Agent
     may agree at the request of the Majority Lenders to act for such Issuing
     Bank with respect thereto; PROVIDED, HOWEVER, that the Issuing Bank shall
     have all of the benefits and immunities (i) provided to the Agent in this
     ARTICLE X with respect to any acts taken or omissions suffered by the
     Issuing Bank in connection with Letters of Credit Issued by it or proposed
     to be Issued by it and the application and agreements for letters of credit
     pertaining to the Letters of Credit as fully as if the term "Agent", as
     used in this ARTICLE X, included the Issuing Bank with respect to such acts
     or omissions, and (ii) as additionally provided in this Agreement with
     respect to the Issuing Bank.

                  10.2 DELEGATION OF DUTIES.  The Agent may execute any of its
     duties under this Agreement or any other Loan Document by or through
     agents, employees or attorneys-in-fact and shall be entitled to advice of
     counsel concerning all matters pertaining to such duties.  The Agent shall
     not be responsible for the negligence or misconduct of any agent or
     attorney-in-fact that it selects with reasonable care.

                  10.3 LIABILITY OF AGENT.  None of the Agent-Related Persons
     shall (i) be liable for any action taken or omitted to be taken by any of
     them under or in connection with this Agreement or any other Loan Document
     or the transactions contemplated hereby (except for its own gross
     negligence or willful misconduct as determined by a final non-appealable
     order of a court of competent jurisdiction), or (ii) be responsible in any
     manner to any of the Lenders for any recital, statement, representation or
     warranty made by any Borrower or any Subsidiary or Affiliate of any
     Borrower, or any officer thereof, contained in this Agreement or in any
     other Loan Document, or in any certificate, report, statement or other
     document referred to or provided for in, or received by the Agent under or
     in connection with, this Agreement or any other Loan Document, or for the
     value of or title to any Collateral, or the validity, effectiveness,
     genuineness, enforceability or sufficiency of this Agreement or any other
     Loan Document, or for any failure of any Borrower or any other party to any
     Loan Document to perform its obligations hereunder or thereunder.  No
     Agent-Related Person shall be under any obligation to any Lender to
     ascertain or to inquire as to the observance or performance of any of the
     agreements contained in, or conditions of, this Agreement or any other Loan
     Document, or to inspect the properties, books or records of any Borrower or
     any Guarantor. 

                  10.4 RELIANCE BY AGENT.

                       (a)  The Agent shall be entitled to rely, and shall be
     fully protected in relying, upon any writing, resolution, notice, consent,
     certificate, affidavit, letter, telegram, facsimile, telex or telephone
     message, statement or other document or conversation believed by it to be
     genuine and correct and to have been signed, sent or made by the proper
     Person or Persons, and upon advice and statements of legal counsel
     (including counsel to the Borrowers), independent accountants and other
     experts selected by the Agent. The Agent shall be fully justified in
     failing or refusing to take any action under this Agreement or any other
     Loan Document unless it shall first receive such advice or concurrence of
     the Majority Lenders as it deems appropriate and, if it so requests, it
     shall first be indemnified to its satisfaction by the Lenders against any
     and all liability and expense which may be incurred by it by reason of
     taking or continuing to take any such action.  The Agent shall in all cases
     be fully protected in acting, or in refraining from acting, under this
     Agreement or any other Loan Document in accordance with a request or
     consent of the Majority Lenders and such request and any action taken or
     failure to act pursuant thereto shall be binding upon all of the Lenders.

                       (b)  For purposes of determining compliance with the
     conditions specified in SECTION 5.1, each Lender that has executed this
     Agreement shall be deemed to have consented to, approved or accepted or to
     be satisfied with, each document or other matter either sent by the Agent
     to such Lender for consent, approval, acceptance or satisfaction, or
     required thereunder to be consented to or approved by or acceptable or
     satisfactory to the Lender.

                  10.5 NOTICE OF DEFAULT.  The Agent shall not be deemed to have
     knowledge or notice of the occurrence of any Default or Event of Default,
     except with respect to defaults in the payment of principal, interest and
     fees required to be paid to the Agent for the account of the Lenders,
     unless the Agent shall have received written notice from a Lender or the
     Borrower Representative referring to this Agreement, describing such
     Default or Event of Default and stating that such notice is a "notice of
     default".  The Agent will notify the Lenders of its receipt of any such
     notice, and will notify the Borrower Representative if such notice is given
     by a Lender.  The Agent shall take such action with respect to such Default
     or Event of Default as may be requested by the Majority Lenders in
     accordance with ARTICLE XI; PROVIDED, HOWEVER, that unless and until the
     Agent has received any such request, the Agent may (but shall not be
     obligated to) take such action, or refrain from taking such action, with
     respect to such Default or Event of Default as it shall deem advisable or
     in the best interest of the Lenders.

                  10.6 CREDIT DECISION.  Each Lender acknowledges that none of
     the Agent-Related Persons has made any representation or warranty to it,
     and that no act by the Agent hereinafter taken, including any review of the
     affairs of the Borrowers shall be deemed to constitute any representation
     or warranty by any Agent-Related Person to any Lender.  Each Lender
     represents to the Agent that it has, independently and without reliance
     upon any Agent-Related Person and based on such documents and information
     as it has deemed appropriate, made its own appraisal of and investigation
     into the business, prospects, operations, property, financial and other
     condition and creditworthiness of the Borrowers, the value of and title to
     any Collateral, and all applicable bank regulatory laws relating to the
     transactions contemplated hereby, and made its own decision to enter into
     this Agreement and to extend credit to the Borrowers hereunder.  Each
     Lender also represents that it will, independently and without reliance
     upon any Agent-Related Person and based on such documents and information
     as it shall deem appropriate at the time, continue to make its own credit
     analysis, appraisals and decisions in taking or not taking action under
     this Agreement and the other Loan Documents, and to make such
     investigations as it deems necessary to inform itself as to the business,
     prospects, operations, property, financial and other condition and
     creditworthiness of the Borrowers.  Except for notices, reports and other
     documents expressly herein required to be furnished to the Lenders by the
     Agent, the Agent shall not have any duty or responsibility to provide any
     Lender with any credit or other information concerning the business,
     prospects, operations, property, financial and other condition or
     creditworthiness of the Borrowers which may come into the possession of any
     of the Agent-Related Persons.

                  10.7 INDEMNIFICATION OF AGENT.  Whether or not the
     transactions contemplated hereby are consummated, the Lenders shall
     indemnify upon demand the Agent-Related Persons (to the extent not
     reimbursed by or on behalf of the Borrowers and without limiting the
     obligation of the Borrowers to do so), pro rata, from and against any and
     all Indemnified Obligations; PROVIDED, HOWEVER, that no Lender shall be
     liable for the payment to the Agent-Related Persons of any portion of such
     Indemnified Obligations resulting solely from such Person's gross
     negligence or willful misconduct as determined by a final non-appealable
     order of a court of competent jurisdiction.  Without limitation of the
     foregoing, each Lender shall reimburse the Agent upon demand for its
     ratable share of any costs or out-of-pocket expenses (including Attorney
     Costs) incurred by the Agent in connection with the preparation, execution,
     delivery, administration, modification, amendment or enforcement (whether
     through negotiations, legal proceedings or otherwise) of, or legal advice
     in respect of rights or responsibilities under, this Agreement, any other
     Loan Document, or any document contemplated by or referred to herein, to
     the extent that the Agent is not reimbursed for such expenses by or on
     behalf of the Borrowers.  The undertaking in this Section shall survive the
     payment of all Obligations hereunder and the resignation or replacement of
     the Agent.

                  10.8 AGENT IN INDIVIDUAL CAPACITY.  BAFSB and its Affiliates
     may make loans to, issue letters of credit for the account of, accept
     deposits from, acquire equity interests in and generally engage in any kind
     of banking, trust, financial advisory, underwriting or other business with
     IMTC and its Subsidiaries and Affiliates as though BAFSB were not the Agent
     hereunder and without notice to or consent of the Lenders.  The Lenders
     acknowledge that, pursuant to such activities, BAFSB or its Affiliates may
     receive information regarding IMTC or its Affiliates (including information
     that may be subject to confidentiality obligations in favor of IMTC or such
     Subsidiary) and acknowledge that the Agent shall be under no obligation to
     provide such information to them.

                  10.9 SUCCESSOR AGENT; SUCCESSOR ISSUING BANK.

                       (a)  The Agent may and at the request of the Majority
     Lenders shall, resign as Agent upon 30 days' notice to the Lenders.  If the
     Agent resigns under this Agreement, the Majority Lenders shall appoint from
     among the Lenders a successor agent for the Lenders which successor agent
     shall be approved by the Borrower Representative.  If no successor agent is
     appointed prior to the effective date of the resignation of the Agent, the
     Agent may appoint, after consulting with the Lenders and the Borrower
     Representative, a successor agent from among the Lenders.  Upon the
     acceptance of its appointment as successor agent hereunder, such successor
     agent shall succeed to all the rights, powers and duties of the retiring
     Agent and the term "Agent" shall mean such successor agent and the retiring
     Agent's appointment, powers and duties as Agent shall be terminated. After
     any retiring Agent's resignation hereunder as Agent, the provisions of this
     ARTICLE X and SECTIONS 11.4 and 11.5 shall inure to its benefit as to any
     actions taken or omitted to be taken by it while it was Agent under this
     Agreement.  If no successor agent has accepted appointment as Agent by the
     date which is 30 days following a retiring Agent's notice of resignation,
     the retiring Agent's resignation shall nevertheless thereupon become
     effective and the Lenders shall perform all of the duties of the Agent
     hereunder until such time, if any, as the Majority Lenders appoint a
     successor agent as provided for above. 

                       (b)  The Issuing Bank may and at the request of the
     Majority Lenders shall, resign as Issuing Bank upon thirty (30) days'
     notice to the Lenders and the Borrower Representative.  If the Issuing Bank
     resigns under this Agreement, the Majority Lenders shall appoint from among
     the Lenders a successor issuing bank for the Lenders.  If no successor
     issuing bank is appointed prior to the effective date of the resignation of
     the Issuing Bank, the Issuing Bank may appoint, after consulting with the
     Lenders and the Borrower Representative, a successor issuing bank from
     among the Lenders.  Upon the acceptance of its appointment as successor
     issuing bank hereunder, such successor issuing bank shall succeed to all
     the rights, powers and duties of the retiring Issuing Bank and the term
     "Issuing Bank" shall mean such successor issuing bank and the retiring
     Issuing Bank's appointment, powers and duties as Issuing Bank shall be
     terminated.  After any retiring Issuing Bank's resignation hereunder as
     Issuing Bank, the provisions of Article III and SECTIONS 10.7, 11.4 and
     11.5 shall inure to its benefit as to any actions taken or omitted to be
     taken by it while it was Issuing Bank under this Agreement.  If no
     successor issuing bank has accepted appointment as Issuing Bank by the date
     which is thirty (30) days following a retiring Issuing Bank's notice of
     resignation, the retiring Issuing Bank's resignation shall nevertheless
     thereupon become effective and the Lenders shall perform all of the duties
     of the Issuing Bank hereunder until such time, if any, as the Majority
     Lenders appoint a successor issuing bank as provided for above.

                  10.10     WITHHOLDING TAX.

                       (a)  If any Lender is a "foreign corporation, partnership
     or trust" within the meaning of the Code and such Lender claims exemption
     from, or a reduction of, U.S. withholding tax under Sections 1441 or 1442
     of the Code, such Lender agrees with and in favor of the Agent, to deliver
     to the Agent and the Borrower Representative:

                            i)  if such Lender claims an exemption from, or a
                  reduction of, withholding tax under a United States tax
                  treaty, two properly completed and executed copies of IRS Form
                  1001 before the payment of any interest in the first calendar
                  year and before the payment of any interest in each third

                  succeeding calendar year during which interest may be paid
                  under this Agreement; 

                            ii)  if such Lender claims that interest paid under
                  this Agreement is exempt from United States withholding tax
                  because it is effectively connected with a United States trade
                  or business of such Lender, two properly completed and
                  executed copies of IRS Form 4224 before the payment of any
                  interest is due in the first taxable year of such Lender and
                  in each succeeding taxable year of such Lender during which
                  interest may be paid under this Agreement; and 

                            iii)  such other form or forms as may be required
                  under the Code or other laws of the United States as a
                  condition to exemption from, or reduction of, United States
                  withholding tax.  

                       Such Lender agrees to promptly notify the Agent of any
     change in circumstances which would modify or render invalid any claimed
     exemption or reduction.  

                       (b)  If any Lender claims exemption from, or reduction
     of, withholding tax under a United States tax treaty by providing IRS Form
     1001 and such Lender sells, assigns, grants a participation in, or
     otherwise transfers all or part of the Obligations to such Lender, such
     Lender agrees to notify the Agent and the Borrower Representative of the
     percentage amount in which it is no longer the beneficial owner of
     Obligations to such Lender.  To the extent of such percentage amount, the
     Agent will treat such Lender's IRS Form 1001 as no longer valid.  

                       (c)  If any Lender claiming exemption from United States
     withholding tax by filing IRS Form 4224 with the Agent sells, assigns,
     grants a participation in, or otherwise transfers all or part of the
     Obligations to such Lender, such Lender agrees to undertake sole
     responsibility for complying with the withholding tax requirements imposed
     by Sections 1441 and 1442 of the Code.

                       (d)  If any Lender is entitled to a reduction in the
     applicable withholding tax, the Agent may withhold from any interest
     payment to such Lender an amount equivalent to the applicable withholding
     tax after taking into account such reduction.  However, if the forms or
     other documentation required by Subsection (a) of this Section are not
     delivered to the Agent, then the Agent may withhold from any interest
     payment to such Lender not providing such forms or other documentation an
     amount equivalent to the applicable withholding tax imposed by Sections
     1441 and 1442 of the Code, without reduction.

                       (e)  If the IRS or any other Governmental Authority of
     the United States or other jurisdiction asserts a claim that the Agent did
     not properly withhold tax from amounts paid to or for the account of any
     Lender (because the appropriate form was not delivered or was not properly
     executed, or because such Lender failed to notify the Agent of a change in
     circumstances which rendered the exemption from, or reduction of,
     withholding tax ineffective, or for any other reason) such Lender shall
     indemnify the Agent fully for all amounts paid, directly or indirectly, by
     the Agent as tax or otherwise, including penalties and interest, and
     including any taxes imposed by any jurisdiction on the amounts payable to
     the Agent under this Section, together with all costs and expenses
     (including Attorney Costs).  The obligation of the Lenders under this
     Subsection shall survive the payment of all Obligations and the resignation
     or replacement of the Agent.

                  10.11     COLLATERAL MATTERS.

                       (a)  The Agent and the Collateral Agents are authorized
     on behalf of the Issuing Bank and all the Lenders, without the necessity of
     any notice to or further consent from the Issuing Bank or the Lenders, from
     time to time to take any action with respect to any Collateral or the
     Collateral Documents which may be necessary to perfect and maintain
     perfected the security interest in and Liens upon the Collateral granted
     pursuant to the Collateral Documents.

                       (b)  The Lenders and the Issuing Bank irrevocably
     authorize the Agent and the Collateral Agents, at their respective option
     and in their respective discretion, to release any Lien granted to or held
     by the Agent or such Collateral Agent upon any Collateral (i) upon
     termination of the Commitment and payment in full of all Loans and all
     other Obligations known to the Agent and payable under this Agreement or
     any other Loan Document; (ii) constituting property sold or to be sold or
     disposed of as part of or in connection with any disposition permitted
     hereunder; (iii) constituting property in which no Borrower owned an
     interest at the time the Lien was granted or at any time thereafter;
     (iv) constituting property leased to a Borrower under a lease which has
     expired or been terminated in a transaction permitted under this Agreement
     or is about to expire and which has not been, and is not intended by such
     Borrower to be, renewed or extended; (v) consisting of an instrument
     evidencing Indebtedness or other debt instrument, if the indebtedness
     evidenced thereby has been paid in full; or (vi) if approved, authorized or
     ratified in writing by the Majority Lenders or all the Lenders, as the case
     may be, as provided in SECTION 11.1(F).  Upon request by the Agent at any
     time, the Lenders will confirm in writing the Agent's or the Collateral
     Agent's authority to release particular types or items of Collateral
     pursuant to this SUBSECTION 10.11(B), provided that the absence of any such
     confirmation for whatever reason shall not affect the Agent's or the
     Collateral Agent's rights under this SECTION 10.11.

                       (c)  Each reference herein to any right granted to,
     benefit conferred upon or power exercisable by the "Agent" shall be a
     reference to the Agent for itself and for the ratable benefit of the
     Issuing Bank and the Lenders, and each action taken or right exercised
     hereunder shall be deemed to have been so taken or exercised by the Agent
     for itself and for the ratable benefit of the Issuing Bank and the Lenders.


                                     ARTICLE XI.

                                    MISCELLANEOUS

                  11.1 AMENDMENTS AND WAIVERS.  No amendment or waiver of any
     provision of this Agreement or any other Loan Document, and no consent with
     respect to any departure by any Borrower or any applicable Subsidiary
     therefrom, shall be effective unless the same shall be in writing and
     signed by the Majority Lenders (or by the Agent at the written request of
     the Majority Lenders) and the Borrower Representative and acknowledged by
     the Agent, and then any such waiver or consent shall be effective only in
     the specific instance and for the specific purpose for which given;

     PROVIDED, HOWEVER, that no such waiver, amendment, or consent shall, unless
     in writing and signed by all the Lenders and the Borrower Representative
     and acknowledged by the Agent, do any of the following:

                       (a)  increase or extend the Commitment of any Lender;

                       (b)  postpone or delay any date fixed by this Agreement
     or any other Loan Document for any payment of principal, interest, fees or
     other amounts due to the Lenders (or any of them) hereunder or under any
     other Loan Document;

                       (c)  reduce the principal of, or the rate of interest
     specified herein on any Loan, or any fees or other amounts payable
     hereunder or under any other Loan Document;

                       (d)  increase the amount of the Commitment or change the
     Commitment Percentages or of the aggregate unpaid principal amount of the
     Loans which is required for the Lenders or any of them to take any action
     hereunder; or

                       (e)  amend the definition of "Majority Lenders", this
     Section or any provision herein providing for consent or other action by
     all Lenders; or

                       (f)  discharge any Guarantor, or release any portion of
     the Collateral except as otherwise may be provided herein or in the
     Collateral Document or except where the consent of the Majority Lenders
     only is specifically provided for;

     and, PROVIDED FURTHER, that (i) no amendment, waiver or consent shall,
     unless in writing and signed by the Issuing Bank in addition to the
     Majority Lenders or all the Lenders, as the case may be, affect the rights
     or duties of the Issuing Bank under this Agreement or any L/C-Related
     Document relating to any Letter of Credit Issued or to be Issued by it,
     (ii) no amendment, waiver or consent shall, unless in writing and signed by
     the Agent in addition to the Majority Lenders or all the Lenders, as the
     case may be, affect the rights or duties of the Agent under this Agreement
     or any other Loan Document, and (iii) the Fee Letters may be amended, or
     rights or privileges thereunder waived, in a writing executed by the
     parties thereto.

                  11.2 NOTICES.

                       (a)  All notices, requests, consents, approvals, waivers
     and other communications shall be in writing (including, unless the context
     expressly otherwise provides, by facsimile transmission) and mailed, faxed
     or delivered, to the address or facsimile number specified for notices on
     SCHEDULE 3; or, as directed to the Borrower Representative or the Agent, to
     such other address as shall be designated by such party in a written notice
     to the other parties, and as directed to any other party, at such other
     address as shall be designated by such party in a written notice to the
     Borrower Representative and the Agent.

                       (b)  All such notices, requests and communications shall,
     when transmitted by overnight delivery, or faxed, be effective when
     delivered for overnight (next-day) delivery, or transmitted in legible form
     by facsimile machine, respectively, or if mailed, upon the third Business
     Day after the date deposited into the U.S. mail (certified mail or
     registered mail, return receipt requested), or if delivered, upon delivery;
     except that notices pursuant to Article II, IV or XI to the Agent shall not
     be effective until actually received by the Agent, and notices pursuant to
     Article III to the Issuing Bank shall not be effective until actually
     received by the Issuing Bank at the address specified for the "Issuing
     Bank" on the applicable signature page hereof. 

                       (c)  Any agreement of the Agent and the Lenders herein to
     receive certain notices by telephone or facsimile is solely for the
     convenience and at the request of the Borrowers.  The Agent and the Lenders
     shall be entitled to rely on the authority of any Person purporting to be a
     Person authorized by the Borrowers to give such notice and the Agent and
     the Lenders shall not have any liability to the Borrower or other Person on
     account of any action taken or not taken by the Agent or the Lenders in
     reliance upon such telephonic or facsimile notice.  The obligation of the
     Borrowers to repay the Loans and L/C Obligations shall not be affected in
     any way or to any extent by any failure by the Agent and the Lenders to
     receive written confirmation of any telephonic or facsimile notice.

                  11.3 NO WAIVER; CUMULATIVE REMEDIES.  No failure to exercise
     and no delay in exercising, on the part of the Agent, the Issuing Bank or
     any Lender, any right, remedy, power or privilege hereunder, shall operate
     as a waiver thereof;  nor shall any single or partial exercise of any
     right, remedy, power or privilege hereunder preclude any other or further
     exercise thereof or the exercise of any other right, remedy, power or
     privilege.

                  11.4 COSTS AND EXPENSES.  The Borrowers shall:

                       (a)  whether or not the transactions contemplated hereby
     are consummated, pay or reimburse the Agent, the Issuing Bank, and the
     Lenders within five Business Days after demand for all reasonable costs and
     expenses incurred by the Agent, the Issuing Bank, and the Lenders in
     connection with the development, preparation, delivery, administration and
     execution of, and any amendment, supplement, waiver or modification to (in
     each case, whether or not consummated), this Agreement, any Loan Document
     and any other documents prepared in connection herewith or therewith, and
     the consummation of the transactions contemplated hereby and thereby,
     including reasonable Attorney Costs incurred by the Agent, the Issuing
     Bank, and the Lenders with respect thereto; and

                       (b)  pay or reimburse the Agent, the Issuing Bank and
     each Lender within five Business Days after demand for all reasonable costs
     and expenses (including Attorney Costs) incurred by them in connection with
     the (i) custody, preservation, use or operation of, or the sale of,
     collection from, or other realization upon, any of the Collateral, and (ii)
     exercise, enforcement, attempted enforcement, or preservation of any rights
     or remedies under this Agreement or any other Loan Document during the
     existence of an Event of Default or after acceleration of the Loans
     (including in connection with any "workout" or restructuring regarding the
     Loans, and including in any Insolvency Proceeding or appellate proceeding);
     and

                       (c)  pay or reimburse the Agent within five Business Days
     after demand for all reasonable appraisal (including the allocated cost of
     internal appraisal services), audit, environmental inspection and review
     (including the allocated cost of such internal services), search and filing
     costs, fees and expenses, incurred or sustained by the Agent in connection
     with the matters referred to under SUBSECTIONS (A) AND (B) of this SECTION.

                  11.5 BORROWER INDEMNIFICATION.

                       (a)  Whether or not the transactions contemplated hereby
     are consummated, the Borrowers shall indemnify, defend and hold the Agent-
     Related Persons, and each Lender and each of its respective officers,
     directors, employees, counsel, agents and attorneys-in-fact (each, an
     "INDEMNIFIED PERSON") harmless from and against any and all liabilities,
     obligations, losses, damages, penalties, actions, judgments, suits, costs,
     charges, expenses and disbursements (including Attorney Costs) of any kind
     or nature whatsoever which may at any time (including at any time following
     repayment of the Loans and termination of all Foreign Exchange Agreements,
     the termination of the Letters of Credit and the termination, resignation
     or replacement of the Agent or replacement of any Lender) be imposed on,
     incurred by or asserted against any such Person in any way relating to or
     arising out of this Agreement or any document contemplated by or referred
     to herein, or the transactions contemplated hereby, or any action taken or
     omitted by any such Person under or in connection with any of the
     foregoing, including with respect to any investigation, litigation or
     proceeding (including any Insolvency Proceeding or appellate proceeding)
     related to or arising out of this Agreement or the Foreign Exchange
     Agreements or the Loans or Letters of Credit or the use of the proceeds
     thereof, whether or not any Indemnified Person is a party thereto (all the
     foregoing, collectively, the "INDEMNIFIED OBLIGATIONS"); PROVIDED, that the
     Borrowers shall have no obligation hereunder to any Indemnified Person with
     respect to Indemnified Obligations resulting solely from the gross
     negligence or willful misconduct of such Indemnified Person as determined
     by a final non-appealable order of a court of competent jurisdiction.  The
     agreements in this Section shall survive payment of all other Obligations.

                       (b)  i)  The Borrowers shall indemnify, defend and hold
                  harmless each Indemnified Person, from and against any and all
                  liabilities, obligations, losses, damages, penalties, actions,
                  judgments, suits, costs, charges, expenses or disbursements
                  (including Attorney Costs and the allocated cost of internal
                  environmental audit or review services), which may be incurred
                  by or asserted against such Indemnified Person in connection
                  with or arising out of any pending or threatened
                  investigation, litigation or proceeding, or any action taken
                  by any Person, with respect to any Environmental Claim. No
                  action taken by legal counsel chosen by the Agent or any
                  Lender in defending against any such investigation, litigation
                  or proceeding or requested remedial, removal or response
                  action shall vitiate or any way impair the Borrowers'
                  obligation and duty hereunder to indemnify and hold harmless
                  the Agent and each Lender.

                            ii)  In no event shall any site visit, observation,
                  or testing by the Agent or any Lender (or any contractee of
                  the Agent or any Lender) be deemed a representation or
                  warranty that Hazardous Materials are or are not present in,
                  on, or under, the site, or that there has been or shall be
                  compliance with any Environmental Law.  Neither the Borrowers
                  nor any other Person is entitled to rely on any site visit,
                  observation, or testing by the Agent or any Lender.  Neither
                  the Agent nor any Lender owes any duty of care to protect the
                  Borrowers or any other Person against, or to inform the
                  Borrowers or any other party of, any Hazardous Materials or
                  any other adverse condition affecting any site or property. 
                  Neither the Agent nor any Lender shall be obligated to
                  disclose to the Borrowers or any other Person any report or
                  findings made as a result of, or in connection with, any site
                  visit, observation, or testing by the Agent or any Lender.

                       (c)  SURVIVAL; DEFENSE.  The obligations in this Section
     shall survive payment of all other Obligations.  At the election of any
     Indemnified Person, the Borrowers shall defend such Indemnified Person
     using legal counsel satisfactory to such Indemnified Person in such
     Person's sole discretion, at the sole cost and expense of the Borrowers. 
     All amounts owing under this Section shall be paid within 30 days after
     demand.

                  11.6 MARSHALLING; PAYMENTS SET ASIDE.  Neither the Agent nor
     the Lenders shall be under any obligation to marshall any assets in favor
     of the Borrowers or any other Person or against or in payment of any or all
     of the Obligations.  To the extent that the Borrowers make a payment to the
     Agent or the Lenders, or the Agent or the Lenders exercise their right of
     set-off, and such payment or the proceeds of such set-off or any part
     thereof are subsequently invalidated, declared to be fraudulent or
     preferential, set aside or required (including pursuant to any settlement
     entered into by the Agent or such Lender in its discretion) to be repaid to
     a trustee, receiver or any other party, in connection with any Insolvency
     Proceeding or otherwise, then (a) to the extent of such recovery the
     obligation or part thereof originally intended to be satisfied shall be
     revived and continued in full force and effect as if such payment had not
     been made or such set-off had not occurred, and (b) each Lender severally
     agrees to pay to the Agent upon demand its pro rata share of any amount so
     recovered from or repaid by the Agent.

                  11.7 SUCCESSORS AND ASSIGNS.  The provisions of this Agreement
     shall be binding upon and inure to the benefit of the parties hereto and
     their respective successors and assigns, except that the Borrowers may not
     assign or transfer any of their rights or obligations under this Agreement
     without the prior written consent of the Agent and each Lender.

                  11.8 ASSIGNMENTS.

                       (a)  Any Lender may, with the written consent of the
     Borrower Representative at all times other than during the existence of an
     Event of Default, and the Agent and the Issuing Banks, which consent of the
     Borrower shall not be unreasonably withheld, at any time assign and
     delegate to one or more Eligible Assignees (provided that no written
     consent of the Borrower Representative, the Agent or the Issuing Banks
     shall be required in connection with any assignment and delegation by a
     Lender to an Eligible Assignee that is an Affiliate of such Lender and
     organized in the same country as such Lender) (each an "ASSIGNEE") all, or
     any ratable part of all, of the Loans, the Revolving Commitment, the L/C
     Obligations and the other rights and obligations of such Lender hereunder,
     in a minimum amount of $1,000,000; PROVIDED, HOWEVER, that the Borrower and
     the Agent may continue to deal solely and directly with such Lender in
     connection with the interest so assigned to an Assignee until (i) written
     notice of such assignment, together with payment instructions, addresses
     and related information with respect to the Assignee, shall have been given
     to the Borrower and the Agent by such Lender and the Assignee; (ii) such
     Lender and its Assignee shall have delivered to the Borrower and the Agent
     an Assignment and Acceptance in the form of EXHIBIT H ("ASSIGNMENT AND
     ACCEPTANCE") together with any Note or Notes subject to such assignment and
     (iii) the assignor Lender or Assignee has paid to the Agent a processing
     fee in the amount of $5,000.

                       (b)  From and after the date that the Agent notifies the
     assignor Lender that it has received (and provided its consent with respect
     to) an executed Assignment and Acceptance and payment of the above-
     referenced processing fee, (i) the Assignee thereunder shall be a party
     hereto and, to the extent that rights and obligations hereunder have been
     assigned to it pursuant to such Assignment and Acceptance, shall have the
     rights and obligations of a Lender under the Loan Documents, and (ii) the
     assignor Lender shall, to the extent that rights and obligations hereunder
     and under the other Loan Documents have been assigned by it pursuant to
     such Assignment and Acceptance, relinquish its rights and be released from
     its obligations under the Loan Documents.

                       (c)  Within five Business Days after its receipt of
     notice by the Agent that it has received an executed Assignment and
     Acceptance and payment of the processing fee, (and provided that it
     consents to such assignment in accordance with SUBSECTION 11.8(A)), the
     Borrower shall execute and deliver to the Agent, new Notes evidencing such
     Assignee's assigned Loans and Commitment and, if the assignor Lender has
     retained a portion of its Loans and its Commitment, replacement Notes in
     the principal amount of the Loans retained by the assignor Lender (such
     Notes to be in exchange for, but not in payment of, the Notes held by such
     Lender).  Immediately upon each Assignee's making its processing fee
     payment under the Assignment and Acceptance, this Agreement shall be deemed
     to be amended to the extent, but only to the extent, necessary to reflect
     the addition of the Assignee and the resulting adjustment of the Revolving
     Commitments arising therefrom.  The Commitment Percentage allocated to each
     Assignee shall reduce the Commitment Percentage of the assigning Lender PRO
     TANTO.

                       (d)  Notwithstanding any other provision in this
     Agreement, any Lender may at any time create a security interest in, or
     pledge, all or any portion of its rights under and interest in this
     Agreement and the Note held by it in favor of any Federal Reserve Lender in
     accordance with Regulation A of the FRB or U.S. Treasury Regulation 31 CFR
     SECTION 203.14, and such Federal Reserve Lender may enforce such pledge or
     security interest in any manner permitted under applicable law.

                  11.9 SET-OFF.  In addition to any rights and remedies of the
     Lenders provided by law, if an Event of Default exists or the Loans have
     been accelerated, each Lender is authorized at any time and from time to
     time, without prior notice to the Borrowers, any such notice being waived
     by the Borrowers to the fullest extent permitted by law, to set off and
     apply any and all deposits (general or special, time or demand, provisional
     or final) at any time held by, and other indebtedness at any time owing by,
     such Lender to or for the credit or the account of the Borrower against any
     and all Obligations owing to such Lender, now or hereafter existing,
     irrespective of whether or not the Agent or such Lender shall have made
     demand under this Agreement or any Loan Document and although such
     Obligations may be unmatured.  Each Lender agrees promptly to notify the
     Borrower Representative and the Agent after any such set-off and
     application made by such Lender; PROVIDED, HOWEVER, that the failure to
     give such notice shall not affect the validity of such set-off and
     application.  NOTWITHSTANDING THE FOREGOING, NO LENDER SHALL EXERCISE, OR
     ATTEMPT TO EXERCISE, ANY RIGHT OF SET-OFF, LENDER'S LIEN, OR THE LIKE,
     AGAINST ANY DEPOSIT ACCOUNT OR PROPERTY OF ANY BORROWER HELD OR MAINTAINED
     BY THE LENDER WITHOUT THE PRIOR WRITTEN CONSENT OF THE MAJORITY LENDERS.

                  11.10     NOTIFICATION OF ADDRESSES, LENDING OFFICES, ETC. 
     Each Lender and the Issuing Bank shall notify the Agent in writing of any
     changes in the address to which notices to such Lender or Issuing Bank
     should be directed, of addresses of any Lending Office, of payment
     instructions in respect of all payments to be made to it hereunder and of
     such other administrative information as the Agent shall reasonably
     request.

                  11.11     COUNTERPARTS.  This Agreement may be executed in any
     number of separate counterparts, each of which, when so executed, shall be
     deemed an original, and all of said counterparts taken together shall be
     deemed to constitute but one and the same instrument. 

                  11.12     SEVERABILITY.  The illegality or unenforceability of
     any provision of this Agreement or any instrument or agreement required
     hereunder shall not in any way affect or impair the legality or
     enforceability of the remaining provisions of this Agreement or any
     instrument or agreement required hereunder.

                  11.13     NO THIRD PARTIES BENEFITED.  This Agreement is made
     and entered into for the sole protection and legal benefit of the
     Borrowers, the Lenders, the Issuing Bank, the Agent and the Agent-Related
     Persons, and their permitted successors and assigns, and no other Person
     shall be a direct or indirect legal beneficiary of, or have any direct or
     indirect cause of action or claim in connection with, this Agreement or any
     of the other Loan Documents.

                  11.14     GOVERNING LAW AND JURISDICTION.

                       (a)  THIS AGREEMENT AND THE NOTES SHALL BE GOVERNED BY,
     AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF GEORGIA; PROVIDED
     THAT THE AGENT, THE ISSUING BANK AND THE LENDERS SHALL RETAIN ALL RIGHTS
     ARISING UNDER FEDERAL LAW.

                       (b)  ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS
     AGREEMENT OR ANY OTHER LOAN DOCUMENT MAY BE BROUGHT IN THE COURTS OF THE
     STATE OF GEORGIA OR OF THE FEDERAL COURTS SITTING IN THE STATE OF GEORGIA
     AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH OF THE BORROWERS, THE
     AGENT, THE ISSUING BANK, AND THE LENDERS CONSENTS, FOR ITSELF AND IN
     RESPECT OF ITS PROPERTY, TO THE NON-EXCLUSIVE JURISDICTION OF THOSE COURTS.
     EACH OF THE BORROWERS, THE AGENT, THE ISSUING BANK AND THE LENDERS
     IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF
     VENUE OF ANY SUCH LITIGATION BASED ON THE GROUNDS OF FORUM NON CONVENIENS,
     WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY ACTION OR
     PROCEEDING IN SUCH JURISDICTION IN RESPECT OF THIS AGREEMENT OR ANY
     DOCUMENT RELATED HERETO.  THE BORROWERS, THE AGENT, THE ISSUING BANK, AND
     THE LENDERS EACH WAIVE PERSONAL SERVICE OF ANY SUMMONS, COMPLAINT OR OTHER
     PROCESS, WHICH MAY BE MADE BY ANY OTHER MEANS PERMITTED BY GEORGIA LAW.

                  11.15     WAIVER OF JURY TRIAL.  TO THE EXTENT PERMITTED BY
     APPLICABLE LAW, THE BORROWERS, THE LENDERS, THE ISSUING BANK, AND THE AGENT
     EACH WAIVE THEIR RESPECTIVE RIGHTS TO A TRIAL BY JURY OF ANY CLAIM OR CAUSE
     OF ACTION BASED UPON OR ARISING OUT OF OR RELATED TO THIS AGREEMENT, THE
     OTHER LOAN DOCUMENTS, OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY,
     IN ANY ACTION, PROCEEDING OR OTHER LITIGATION OF ANY TYPE BROUGHT BY ANY OF
     THE PARTIES AGAINST ANY OTHER PARTY OR ANY AGENT-RELATED PERSON,
     PARTICIPANT OR ASSIGNEE, WHETHER WITH RESPECT TO CONTRACT CLAIMS, TORT
     CLAIMS, OR OTHERWISE.  THE BORROWERS, THE LENDERS, THE ISSUING BANK, AND
     THE AGENT EACH AGREE THAT ANY SUCH CLAIM OR CAUSE OF ACTION SHALL BE TRIED
     BY A COURT TRIAL WITHOUT A JURY.  WITHOUT LIMITING THE FOREGOING, THE
     PARTIES FURTHER AGREE THAT THEIR RESPECTIVE RIGHT TO A TRIAL BY JURY IS
     WAIVED BY OPERATION OF THIS SECTION AS TO ANY ACTION, COUNTERCLAIM OR OTHER
     PROCEEDING WHICH SEEKS, IN WHOLE OR IN PART, TO CHALLENGE THE VALIDITY OR
     ENFORCEABILITY OF THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS OR ANY
     PROVISION HEREOF OR THEREOF.  THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT
     AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT AND
     THE OTHER LOAN DOCUMENTS.

                  11.16     ENTIRE AGREEMENT.  This Agreement, together with the
     other Loan Documents, embodies the entire agreement and understanding among
     the Borrowers, the Lenders, the Issuing Bank and the Agent, and supersedes
     all prior or contemporaneous agreements and understandings of such Persons,
     verbal or written, relating to the subject matter hereof and thereof.



                     [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

     <PAGE>

                  IN WITNESS WHEREOF, the parties hereto have caused this
     Agreement to be duly executed and delivered in Atlanta, Georgia by their
     proper and duly authorized officers as of the day and year first above
     written.


     Borrowers:                 INTERNATIONAL MUREX TECHNOLOGIES CORPORATION


                                By: /s/ Steven C. Ramsey
                                   ----------------------------------------- 
                                Title:  Vice President Controller
                                      -------------------------------------


                                MUREX DIAGNOSTICS INTERNATIONAL, INC.

 
                                By:  /s/ Steven C. Ramsey
                                   -----------------------------------------
                                Title:  Director
                                      --------------------------------------


                                IMTC HOLDINGS, INC.


                                By:  /s/ Steven C. Ramsey
                                   ----------------------------------------
                                Title:  V.P. Finance
                                      -------------------------------------


                                MUREX DIAGNOSTICS CORPORATION


                                By:  /s/ Steven C. Ramsey
                                   --------------------------------------- 
                                Title:   Director
                                      ------------------------------------


                                IMTC HOLDINGS (UK) LIMITED


                                By:  /s/ Steven C. Ramsey
                                   ---------------------------------------
                                Title:  Director
                                      ------------------------------------


                                MUREX DIAGNOSTICS, INC.


                                By:  /s/ Steven C. Ramsey
                                   ---------------------------------------
                                Title:  V.P. Finance
                                      ------------------------------------
     <PAGE>

                                MUREX BIOTECH LIMITED


                                By:  /s/ Steven C. Ramsey               
                                   ---------------------------------------
                                Title:   Director
                                       -----------------------------------



     Agent:                     BANK OF AMERICA, FSB


                                By:  /s/ John Yankauskas
                                   ---------------------------------------
                                Title:   V.P.
                                      ------------------------------------



     Lenders:                   BANK OF AMERICA, FSB


                                By:  /s/ John Yankauskas
                                   ---------------------------------------
                                Title:  V.P.
                                      ------------------------------------


                                BANK OF AMERICA NATIONAL TRUST AND SAVINGS 
                                ASSOCIATION, acting through its London Branch

                                By:  /s/ Illegible
                                   ----------------------------------------
                                Title:   Vice President
                                      -------------------------------------



     Issuing Banks:             BANK OF AMERICA ILLINOIS


                                By:  /s/ Illegible
                                   ---------------------------------------
                                Title:   Vice President
                                      ------------------------------------


                                BANK OF AMERICA NATIONAL TRUST AND SAVINGS 
                                ASSOCIATION, acting through its London Branch


                                By:  /s/ Illegible   
                                   ---------------------------------------
                                Title:   Vice President
                                      ------------------------------------