<PAGE>

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                          STRATEGIC MARKETING AGREEMENT

                                  by and among

                        Agencourt Bioscience Corporation
                            (a Delaware corporation)

                                       and

                           Packard BioScience Company
                            (a Delaware corporation)

                                October 11, 2000

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                          STRATEGIC MARKETING AGREEMENT

      This STRATEGIC MARKETING AGREEMENT (this "Agreement") is entered into as
of October 11, 2000 (the "Effective Date"), by and between Agencourt Bioscience
Corporation, a Delaware corporation ("Agencourt"), and Packard BioScience
Company, a Delaware corporation ("Packard" and together with Agencourt, the
"Parties").

      WHEREAS, Agencourt has developed certain proprietary products and
technology for high-throughput Nucleic Acid purification;

      WHEREAS, Packard is the manufacturer of automated laboratory testing
equipment and certain consumables for the Life Sciences market; and

      WHEREAS, Agencourt and Packard desire to enter into a strategic marketing
alliance (the "Marketing Alliance") whereby each Party agrees to promote the
sales of the other Party's products to its customers and clients;

      NOW THEREFORE, for and in consideration of the covenants, conditions, and
undertakings hereinafter set forth, and other good and valuable consideration,
the sufficiency and receipt of which is hereby acknowledged, it is agreed by and
between the Parties as follows:

1.    DEFINITIONS

      1.1 "$"- has the meaning set forth in Section 13.6.

      1.2 "Affiliate" means, with respect to any Person, any other Person that
directly or indirectly controls or is controlled by or under common control with
such Person. For the purposes of this definition, "control," when used with
respect to any Person, means the possession, direct or indirect, of the power to
direct or cause the direction of the management and policies of such Person,
whether through the ownership of voting securities, by contract or otherwise;
and the terms of "affiliated," "controlling" and "controlled" have meanings
correlative to the foregoing.

      1.3 "Agencourt" has the meaning set forth in the preamble.

      1.4 "Agencourt Customers" means any Third Party to whom Agencourt has sold
or granted the right to use the Agencourt Products.

      1.5 "Agencourt Products" means the packaged reagent products as set forth
on Schedule A hereto, and any derivatives, improvements or enhancements directly
related thereto which are created or developed by Agencourt.

      1.6 "Agreement" has the meaning set forth in the preamble.

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      1.7 "Alternative Equipment" means any equipment that an Agencourt Customer
owns or proposes to purchase that is not produced by Packard.

      1.8 "Association" has the meaning set forth in Section 13.18.

      1.9 "Breaching Party" has the meaning set forth in Section 7.5.

      1.10 "Capital Transaction" means the offer, sale, disposition, grant or
option to purchase of any equity or equity-equivalent Securities of Agencourt,
including the issuance of any debt or other instrument at any time over the life
thereof convertible into or exchangeable for Common Stock, or any other
transaction intended to be exempt or not subject to registration under the
Securities Act.

      1.11 "Change of Control" means with respect to any Person (i) the sale of
all or substantially all of the assets of such Person, (ii) a sale of all or
substantially all of the equity securities of such Person to a Third Party,
(iii) the merger or consolidation of such Person with a Third Party, except if
the voting securities of such Person outstanding immediately before the merger
or consolidation would continue to represent (either by remaining outstanding or
by being converted into voting securities of the surviving entity) at least a
majority of the combined voting power of the voting securities of such Person or
such surviving entity outstanding immediately after such merger or
consolidation; or (iv) the liquidation or dissolution of such Person.

      1.12 "Change of Management" means the voluntary or involuntary removal of
            [* * *].

      1.13 "Common Stock" has the meaning set forth in Section 5.1.

      1.14 "Confidential Information" has the meaning set forth in Section 8.1.

      1.15 "Customers" means the Agencourt Customers and the Packard Customers.

      1.16 "Delivery Schedule" has the meaning set forth in Section 3.1.

      1.17 "Demonstration Equipment" has the meaning set forth in Section 3.3.

      1.18 [* * *].

      1.19 "DNA" means deoxyribonucleic acid.

      1.20 "Dollars" has the meaning set forth in Section 13.6.

      1.21 "Effective Date" has the meaning set forth in the preamble.



[* * *] Indicates information omitted pursuant to a request for confidential
treatment and filed separately with the Securities and Exchange Commission
pursuant to Rule 24b-2 under the Securities Exchange Act of 1934,
as amended.



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      1.22 "Equipment" has the meaning set forth in Section 3.4.

      1.23 "Finder's Fee" has the meaning set forth in Section 2.5.

      1.24 "First Round" has the meaning set forth in Section 5.1.

      1.25 "Genome" means the genetic code of various organisms, including, but
not limited to, Human, Mouse, Chimpanzee, Acorn Worm, Neurospora, Dog, Horse,
ZebraFish, Tetraodon, Pufferfish, Corn, Wheat, Loblolly Pine.

      1.26 [* * *].

      1.27 "Indemnified Party" has the meaning set forth in Section 10.2.

      1.28 "Indemnifying Party" has the meaning set forth in Section 10.2.

      1.29 "Indemnitees" has the meaning set forth in Section 10.1.

      1.30 "Intellectual Property" has the meaning set forth in Section 8.2.

      1.31 "Losses" has the meaning set forth in Section 10.1.

      1.32 "Marketing Alliance" has the meaning set forth in the recitals.

      1.33 "Net Sales" means, for each Product sold by a Party or any Affiliate
of a Party to a Third Party (other than an Affiliate), [* * *].

      1.34 "Nucleic Acid" means both DNA and RNA.

      1.35 "Packard" has the meaning set forth in the preamble.

      1.36 "Packard Customers" means any Third Party to whom the Packard has
granted the right to use the Packard Products.

      1.37 "Packard Maintenance Agreement" means the Maintenance Agreement set
forth on Exhibit IV.

      1.38 "Packard Products" means the products set forth on Schedule B hereto,
and any derivatives, improvements or enhancements directly related thereto which
are created or developed by Packard.



[* * *] Indicates information omitted pursuant to a request for confidential
treatment and filed separately with the Securities and Exchange Commission
pursuant to Rule 24b-2 under the Securities Exchange Act of 1934,
as amended.


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      1.39 "Packard Terms and Conditions" means Packard's standard terms and
conditions as set forth on Exhibit III.

      1.40 "Parties" has the meaning set forth in the preamble.

      1.41 "PCR" means polymerase chain reaction.

      1.42 "Person" means any individual, corporation, partnership, trust,
incorporated or unincorporated association, joint venture, limited liability
company, joint stock company, government (or an agency or political subdivision
thereof) or other entity of any kind.

      1.43 "Plasmid Vectors" has the meaning set forth in Schedule A hereto.

      1.44 "Products" means the Agencourt Products and the Packard Products.

      1.45 "Purchased Equipment" has the meaning set forth in Section 3.1.

      1.46 "Research Collaborators" means the 20 individual laboratories
approved by Packard in its reasonable discretion with whom Agencourt has a
research collaboration agreement. Agencourt will identify such Persons to
Packard in writing [* * *].

      1.47 "Qualified Public Offering" means a fully underwritten, firm
commitment public offering, including a firm commitment underwriting performed
by the Dutch auction method, pursuant to an effective registration statement
filed under the Securities Act covering the offer and sale by the Corporation of
shares of its Common Stock in which the aggregate price paid by the public for
such shares shall equal or exceed [* * *].

      1.48 "Report" has the meaning set forth in Section 2.6.

      1.49 "Restrictive Covenants" has the meaning set forth in Section 7.5.

      1.50 "RNA" means ribonucleic acid.

      1.51 "Second Round" means [* * *].

      1.52 "Securities" means any and all shares of, or any securities
convertible or exercisable into shares of, capital stock of Agencourt.

      1.53 "Securities Act" means the Securities Act of 1933, as amended.



[* * *] Indicates information omitted pursuant to a request for confidential
treatment and filed separately with the Securities and Exchange Commission
pursuant to Rule 24b-2 under the Securities Exchange Act of 1934,
as amended.

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<PAGE>

      1.54 "Stockholders Agreement" means the Stockholders Agreement, dated as
of July 5, 2000, among Agencourt and certain holders of its Securities, as may
be amended, modified or supplemented from time to time.

      1.55 "Strategic Partner" means [* * *].

      1.56 "Strategic Transaction" means any relationship in which Agencourt
issues to a Strategic Partner (including, but not limited to, an acquisition or
joint venture, but shall not include a Capital Transaction) Securities, in a
single transaction or a series of transactions, which in the aggregate equal
more than 5% of the total issued and outstanding Securities as determined at the
time of such issuance and taking into account such issuance.

      1.57 "Subscription Agreement" has the meaning set forth in Section 5.1.

      1.58 "Temporary Equipment" has the meaning set forth in Section 3.4.

      1.59 "Third Party" means any Person other than Agencourt or Packard, or an
Affiliate of either of them.

      1.60 "Transaction Notice" has the meaning set forth in Section 6.1.

      1.61 "Warrant" has the meaning set forth in Section 5.2.

2.    MARKETING ALLIANCE

      2.1 Marketing and Promotion.

            (a) The Parties shall use commercially reasonable efforts to engage
in co-marketing and co-promotion activities in connection with the Agencourt
Products and the Packard Products. Neither Party shall enter into an agreement
with any Third Party that would prohibit it from marketing and promoting the
other Party's Products.

            (b) Packard [* * *]. in trade journals, including, but not limited
to, (i) Genetic Engineering News, (ii) Nature, (iii) Science, (iv) Nature
Biotech, and (v) Genome Research.

            c) The Parties shall use commercially reasonable efforts to prepare
a mutually agreeable marketing and promotion plan within [* * *] of the
date


[* * *] Indicates information omitted pursuant to a request for confidential
treatment and filed separately with the Securities and Exchange Commission
pursuant to Rule 24b-2 under the Securities Exchange Act of 1934,
as amended.

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<PAGE>

hereof. Such plan shall include, at a minimum, (i) the number of advertisements
that the Parties shall purchase in accordance with Section 2.1; (ii) the number
of issues of each trade journal in which such advertisements will appear; (iii)
the design, layout, artwork and copy for each advertisement; and (iv) the
appropriate allocation of expenses for the marketing, promotion, and advertising
efforts described in this Section 2.1.

      2.2 [* * *].

      2.3 Sales Leads and Mailing Lists. Each Party shall mutually cooperate
with the other Party to share information in promoting and furthering the sale
of their respective Products and obtaining new Customers.

      2.4 Reimbursement of Expenses. Neither Party shall be obligated to
reimburse the other Party, in whole or in part, for any expense which such other
Party incurred, unless the Parties mutually agree to such reimbursement, in
writing, prior to the incurring of such an expense.

      2.5 Finder's Fee. Packard shall pay to Agencourt a finder's fees (the
"Finder's Fee") equal to [* * *] of Net Sales on any Packard Product related to
Nucleic Acid purification sold to [* * *] during the term of this Agreement.

      2.6 Reports and Payment. Packard shall deliver to Agencourt, within 60
days after the end of each calendar quarter (such calendar quarter shall end on
March 31, June 30, September 30, and December 31), a written accounting of
Finder's Fees (the



[* * *] Indicates information omitted pursuant to a request for confidential
treatment and filed separately with the Securities and Exchange Commission
pursuant to Rule 24b-2 under the Securities Exchange Act of 1934,
as amended.

                                       6
<PAGE>

"Report"), including quantities and monetary amounts of sales of each Packard
Product and the amount of the Finder's Fee payments due to Agencourt for such
calendar quarter. Packard shall, simultaneously with the delivery of each
Report, tender to Agencourt the total Finder's Fee shown to be due thereon.

      2.7 Audit Rights. Packard shall permit Agencourt or its representatives to
have access, no more than once in each calendar year during the term of this
Agreement and twice during the three calendar years following the termination
hereof, during regular business hours and upon reasonable notice, to its records
and books solely to the extent necessary to determine the appropriateness of all
amounts payable hereunder. If such examination reveals that such amounts have
been understated for any calendar year, Packard shall promptly pay the amount of
any verified underpayment; provided that if such examination was not conducted
by an independent accountant, Packard shall have the right to engage an
independent accountant at Packard's expense and reasonably acceptable to
Agencourt, to verify the results of such examination. If such independent
accountant determines that the amount of the underpayment is incorrect, such
amount shall be adjusted accordingly and, to the extent Packard has underpaid
amounts owed to Agencourt, shall be promptly paid by Packard. If, however, such
examination reveals that such amounts have been overstated for any calendar
year, Agencourt shall promptly refund the amount of any overpayment to Packard.

3.    PURCHASE AND DEMONSTRATION OF PACKARD EQUIPMENT

      3.1 Purchased Equipment. Packard hereby agrees to sell, assign, transfer
and deliver to Agencourt, and Agencourt hereby agrees to purchase from Packard,
subject to the Packard Terms and Conditions, the Packard Products listed on
Schedule C (the "Purchased Equipment"). Packard shall deliver the Purchased
Equipment to Agencourt in accordance with the delivery schedule listed on
Schedule C (the "Delivery Schedule").

      3.2 Payment Schedule. Agencourt shall pay to Packard the aggregate
purchase price of [* * *] for the Purchased Equipment, in accordance with the
Packard Terms and Conditions and the following payment schedule:

            (a) [* * *] on the Effective Date; and

            (b) [* * *] upon delivery of the Purchased Equipment.

      3.3 Demonstration Equipment. Packard shall deliver to Agencourt, in
accordance with the delivery schedule listed on Schedule D, the Packard Products
listed on Schedule D (the "Demonstration Equipment"). In accordance with the
time periods set forth on Schedule D, the Demonstration Equipment shall be
returned to Packard in good working conditions, reasonable wear and tear
excepted. Packard shall retain all right and title to the Demonstration
Equipment.



[* * *] Indicates information omitted pursuant to a request for confidential
treatment and filed separately with the Securities and Exchange Commission
pursuant to Rule 24b-2 under the Securities Exchange Act of 1934,
as amended.

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<PAGE>

      3.4 Temporary Equipment. Packard shall deliver to Agencourt, no later than
[* * *], the Packard Products listed on Schedule E (the "Temporary
Equipment" and, collectively with the Purchased Equipment and the Demonstration
Equipment, the "Equipment"). In accordance with the time periods set forth on
Schedule E, the Temporary Equipment shall be returned to Packard in good working
conditions, reasonable wear and tear excepted. Packard shall retain all right
and title to the Temporary Equipment.

      3.5 Training and Support. Packard shall provide Agencourt with all
necessary and appropriate training and support regarding the use of the
Equipment in accordance with Packard's standard policies and procedures.

      3.6 Repair and Maintenance of Equipment. Subject to the terms and
conditions of the Packard Maintenance Agreement, Packard shall repair and
maintain the Equipment, [* * *] from the date such Equipment is delivered to
Agencourt. With respect to any Equipment, Agencourt shall have the option to
renew the Packard Maintenance Agreement for up to [* * *] at Packard's then
current rate for the Packard Maintenance Agreement for such Equipment.

      3.7 Rights in the Equipment. Packard covenants and warrants that the
Equipment shall be delivered free and clear of all liens and encumbrances.

4.    SERVICING AND MAINTENANCE

      4.1 Unless otherwise agreed by the Parties, all sales of Packard Products
made by Packard to Third Parties identified by Agencourt shall be made on
substantially the same terms and conditions as the Packard Terms and Conditions
and Packard shall offer to such Third Parties the option, at Packard's
then-current fee, to enter into maintenance agreement on substantially the same
terms and conditions as Packard makes available to similarly situated Customers.

      4.2 Unless otherwise agreed by the Parties, all sales of Agencourt
Products made by Agencourt to Third Parties identified by Packard shall be made
on substantially the same terms and conditions as Agencourt's standard terms and
conditions.

5.    PURCHASE OF COMMON STOCK AND WARRANTS

      5.1 Common Stock. In connection with Agencourt's next round of financing
that is expected to be consummated on or about September 30, 2000 (the "First
Round"), Packard or its Affiliates shall purchase shares of Agencourt common
stock, par value $0.0001 (the "Common Stock") from Agencourt at [* * *] per
share, for a total purchase price of approximately [* * *], in accordance
with the terms and conditions of the subscription booklet attached hereto as
Exhibit I (the "Subscription Agreement").



[* * *] Indicates information omitted pursuant to a request for confidential
treatment and filed separately with the Securities and Exchange Commission
pursuant to Rule 24b-2 under the Securities Exchange Act of 1934,
as amended.

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      5.2 Warrant. On the Effective Date of this Agreement, Packard or its
Affiliates shall purchase from Agencourt for a total purchase price of [* * *],
and Agencourt shall issue to Packard, a warrant (the "Warrant"), substantially
in the form attached herein as Exhibit II, registered in the name of Packard, or
in such other name as Packard shall designate.

6.    [* * *].

7.    RESTRICTIVE COVENANTS

      7.1 Non-Competition. If, during the term of this Agreement, a Party,
directly or indirectly, develops, manufactures, markets, sells or otherwise
distributes any products that are competitive with the Products of the other
Party, then the other Party shall have



[* * *] Indicates information omitted pursuant to a request for confidential
treatment and filed separately with the Securities and Exchange Commission
pursuant to Rule 24b-2 under the Securities Exchange Act of 1934,
as amended.


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the right to immediately terminate this Agreement and its obligations hereunder;
provided, however, that each Party may market or promote its Products or the
products of other Persons if such marketing and promotion is conducted in
accordance with the provisions of Section 2.

      7.2 Non-Solicitation. Except as otherwise provided herein, during the term
of this Agreement, each Party agrees that neither it nor any of its divisions or
operating groups that directly participates in or is directly responsible for
the development or commercialization of the Products pursuant to this Agreement
shall, directly or indirectly (a) recruit, solicit or induce any employee of the
other Party or any of its Affiliates to terminate his or her employment with
such other Party or in any way interfere with the relationship between the other
Party and any employee thereof; (b) induce or attempt to induce any customer,
supplier, licensee, licensor or other business relation of the other Party or
any of its Affiliates to cease doing business with the other Party or such
Affiliate; or (c) make any disparaging statements or communications about the
other Party or any of its Affiliates. Generalized solicitations, such as job
postings and newspaper advertisements, shall not be considered to be
"recruiting," "inducing," or "soliciting" under this Section 7.2.

      7.3 Geographic Scope. The restrictions contained in this Section 7 shall
extend to all geographic areas, whether in the United States or outside of the
United States where the Party seeking the enforcement of this Section 7 has, at
any time during the term of this Agreement, offered any products, processes or
services.

      7.4 Substitution of Terms. If an arbitrator or court shall hold that the
duration, scope or area restrictions stated herein are unreasonable under
circumstances then existing, the Parties agree that the maximum duration, scope
or area reasonable under such circumstances shall be substituted for the stated
duration, scope or area and that the arbitrator or court shall be allowed to
revise the restrictions contained herein to cover the maximum period, scope and
area permitted by law.

      7.5 Rights and Remedies. If a Party breaches, or threatens to commit a
breach (the "Breaching Party") of, any of the covenants set forth in this
Section 7 (the "Restrictive Covenants"), the other Party shall have the
following rights and remedies, each of which rights and remedies shall be
independent of the others and severally enforceable, and each of which is in
addition to, and not in lieu of, any other rights and remedies available to the
other Party at law or in equity, including the right and remedy to have the
Restrictive Covenants specifically enforced by any court of competent
jurisdiction, it being agreed that any breach or threatened breach of the
Restrictive Covenants would cause irreparable injury to the other Party and that
money damages would not provide an adequate remedy to the other Party.


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8.    CONFIDENTIALITY

      8.1 Confidential Information.

            (a) The Parties agree that all information, know-how, trade,
scientific, technical or non-technical data, samples, materials, manuals,
conclusions, operating and testing procedures, formulas, formulations, business
plans, marketing and sales information, reports, drawings, or plans, including,
but not limited to, information specifically relating to the marketing and sales
of the Products, or information relating to the business affairs or finances of
the Parties or their Affiliates or of any suppliers, agents, distributors,
licensees or customers of the Parties, when it comes into the possession of the
other Party, whether disclosed or provided in oral, written (including but not
limited to electronic, facsimile, paper or other means), graphic, photographic
or any other form, and, that a Party knows or reasonably should have known is
the confidential information of the other Party, shall be deemed confidential
information ("Confidential Information").

            (b) Without limiting the foregoing, information disclosed in
accordance with Sections 2.1, 2.2., 2.3, 2.6 and 2.7 shall be deemed
"Confidential Information" for purposes of this Agreement.

            (c) For purposes of this Agreement, the definition of "Confidential
Information" shall be deemed to exclude information:

                  (i) which is provided to Third Parties to the extent necessary
to use the Products;

                  (ii) which can be shown by written documentation to have been
known by the recipient prior to receipt from the other;

                  (iii) which is public or lawfully becomes generally available
to the public through no fault of the recipient;

                  (iv) which is lawfully acquired from a Third Party without
being made subject to an obligation of confidence by the Third Party;

                  (v) which by mutual agreement is released from its
confidential status;

                  (vi) which is required to be disclosed under any statutory,
regulatory or judicial requirement, including, but not limited to, any filing
with the Securities Exchange Commission and in that event, confidentiality will
be preserved and protected to the extent possible; additionally, notice will be
provided to the other Party prior to any such disclosure.


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            (d) Each Party shall hold Confidential Information of the other
Party in strict confidence and disclose it only on a need-to-know basis to
Affiliates, subcontractors and employees of the Parties, who are under a written
obligation to maintain the confidentiality of the information.

            (e) Each Party shall use Confidential Information of the other Party
only in connection with the activities described in this Agreement.

      8.2 Ownership of Data; No License. Each Party acknowledges that the other
Party possesses certain inventions, processes, know-how, trade secrets,
improvements, patents, copyrights, other intellectual properties and proprietary
rights and other assets, including but not limited to analytical methods,
procedures and techniques, procedure manuals, personnel data, financial
information, computer technical expertise and software, which have been
independently developed by the other Party and which relate to its business or
operations or its Products (collectively "Intellectual Property"). It is
expressly agreed that neither Party transfers to the other Party by operation of
this Agreement any Intellectual Property. All data and information generated or
derived by a Party as the result of services performed by such Party under this
Agreement shall be and remain the exclusive property of such Party. Any
Intellectual Property that may evolve from the data and information as the
result of services performed by a Party under this Agreement shall belong to
such Party.

      8.3 Survival. Unless otherwise specifically provided in this Agreement,
the obligations of the Parties under this Section 8 shall survive the
termination or expiration of this Agreement for a period of [* * *].

9.    REPRESENTATIONS AND WARRANTIES

      Each Party represents and warrants to the other that:

      9.1 Corporate Power. It is duly organized and validly existing under
existing under the laws of its state or country of incorporation, and has full
corporate power and authority to enter into this Agreement and to carry out the
provisions hereof.

      9.2 Due Authorization. It is duly authorized to execute and deliver this
Agreement and to perform its obligations hereunder, and the Person or Persons
executing this Agreement on its behalf has been duly authorized to do so by all
requisite corporate action.

      9.3 Binding Agreement. This Agreement is legally binding upon it and
enforceable in accordance with its terms. The execution, delivery and
performance of this Agreement by it does not conflict with any agreement,
instrument or understanding, oral or written, to which it is a Party or by which
it may be bound, nor violate any



[* * *] Indicates information omitted pursuant to a request for confidential
treatment and filed separately with the Securities and Exchange Commission
pursuant to Rule 24b-2 under the Securities Exchange Act of 1934,
as amended.


                                       12
<PAGE>

material law or regulation of any court, governmental body or administrative or
other agency having jurisdiction over it.

      9.4 Grant of Rights; Maintenance of Agreements. It has not, and will not
during the term of this Agreement, grant any right to any Third Party which
would conflict with the rights granted to the other Party hereunder or enter any
agreement which would impair its ability to perform its obligations under this
Agreement. It has (or will have at the time performance is due) maintained and
will maintain and keep in full force and effect all agreements necessary to
perform its obligations hereunder.

      9.5 Validity. It is aware of no action, suit or inquiry or investigation
instituted by any governmental agency that questions or threatens the validity
of this Agreement.

      9.6 Conformance with Laws. The Parties agree to undertake all of their
respective obligations under this Agreement in material conformance with all
applicable local, state and federal laws and regulations, as amended. By
entering into this Agreement, it is not the intent of the Parties to enter into
any financial relationship or arrangement prohibited under state or federal
fraud or abuse regulations, nor do the Parties hereto have any belief that the
relationship and compensation arrangement provided in this Agreement is
prohibited. Neither Party shall assert against the other that the compensation
arrangement provided in this Agreement is grounds for voiding the Agreement or
rendering the Agreement unenforceable.

      9.7 Rights in Products. Each Party warrants that, to its knowledge, it
owns, free and clear, the entire right, title and interest in and to any patent
and has obtained any and all required licenses in order to fulfill its
obligations under this Agreement. As of the Effective Date, each Party warrants
and represents that:

            (a) it has no knowledge of the existence of any patent or trademark
owned or controlled by anyone other than such Party or trademark owned or
controlled by anyone other than such Party or an Affiliate which covers the
Party's Products and would prevent the Party from making, using, or selling the
Party's Products or would prevent the Party from promoting or marketing the
Party's Products;

            (b) it is not aware of any patents or trademarks owned by Third
Parties that would be infringed by the promotion or sale of such Party's
Products;

            (c) it is not pursuing any action against any Third Party that such
Party believes infringes its trademark, copyright or patent relating to the
Product of such Party; and

            (d) there are no actions, suits, claims or proceedings pending
against such Party or any of its Affiliates in any court or before any agency,
related to alleged patent, trademark, or copyright infringement in connection
with such Party's Products,


                                       13
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and to the best of such Parties' knowledge, no such actions, suits, claims or
proceedings have been threatened.

During the term of this Agreement, each Party will use diligent efforts not to
diminish the rights granted to the other Party herein, including without
limitation by not committing or permitting any acts or omissions which would
cause the material breach of any agreements between such Party and Third Parties
which provide for intellectual property rights applicable to the development,
manufacture, use or sale of such Party's Product. As of the Effective Date, each
Party is in compliance in all material respects with any such agreements with
Third Parties.

      9.8 No Conflicts. Neither the execution and delivery of this Agreement nor
the consummation or performance of any of the contemplated transactions will,
directly or indirectly, contravene, conflict with or result in a violation or
breach of any provision of, or give any Third Party the right to declare a
default or exercise any remedy under, or to cancel, terminate or modify, any
agreement with a Third Party relating to the Products.

      9.9 Disclosure of Agreement. The Parties shall coordinate efforts
regarding the preparation and distribution of press releases and other public
announcements of this Agreement. Neither Party shall make a public announcement
or otherwise disclose the terms of this Agreement to any Third Party without
giving prior notice to the other Party and receiving no objection, except that
the Parties may without each other's consent disclose (a) the existence of this
Agreement, (b) the identity of the other Party and (c) the general subject
matter of this Agreement. Each Party shall also be permitted to make such
disclosure of the terms of this Agreement as its counsel reasonably determines
is necessary to comply with law, provided that such Party shall use commercially
reasonable efforts to obtain confidential treatment of any such disclosure.

      9.10 No Use of Names or Trademarks. Neither Party will use the other
Party's name in connection with any publication or promotion without the other
Party's prior written consent. Nor shall either Party use the other Party's
corporate or product logo or trademark in any manner without the other Party's
prior written consent.

10.   INDEMNIFICATION; LIMITATION ON LIABILITY

      10.1 Indemnification. Each Party shall indemnify, defend, save, protect,
and hold harmless the other Party, its Affiliates, and its and their respective
directors, officers, employees, and agents ("Indemnitees") against any and all
losses, claims, damages (including special, incidental, indirect, consequential,
or punitive damages awarded in a final court or arbitrator's decision to a Third
Party), liabilities, costs and expenses (including reasonable attorneys fees and
expenses and court costs) (collectively, "Losses") to the extent directly
resulting or arising from any Third Party claims, actions, proceedings,
investigations or litigation relating to or arising from or in connection with:
(a) the design, development, manufacture, sale, distribution or use of the
Party's Products; (b) the breach by the Party of any of its obligations under
this Agreement; (c)


                                       14
<PAGE>

the negligent or wrongful acts or omissions of the Party or any of its
directors, officers, employees or agents; (d) a violation of any law, rule or
regulation by the Party relating to this Agreement; or (e) the infringement or
violation, or alleged infringement or violation by the Party or the Party's
Product of any patents or any copyrights, trademark, trade secret or other
intellectual property rights. Notwithstanding the foregoing, neither Party shall
be required to indemnify the other Party for any Losses to the extent they arise
from the negligent or wrongful acts or omissions of the Indemnitees or the
Indemnitees' breach of its obligations under this Agreement.

      10.2 Procedure. The Party seeking indemnification hereunder (the
"Indemnified Party") shall (a) promptly notify the Party obligated to indemnify
(the "Indemnifying Party") of any Losses for which the Indemnified Party seeks
indemnification; (b) cooperate fully with Indemnifying Party and its legal
representatives in the investigation of any matter the subject of
indemnification; (c) permit the Indemnifying Party full control over the defense
and settlement of any matter the subject of indemnification; provided, however,
that no such matter shall be settled without the prior written consent of the
Indemnified Party, such consent not to be unreasonably withheld; and (d) not
unreasonably withhold its approval of the settlement of any claim, liability or
action by Indemnifying Party covered by this indemnification provision.

      10.3 No Consequential or Punitive Damages. Notwithstanding each Parties'
rights and remedies in equity, neither Party, nor its Affiliates or their
respective directors, officers, employees or agents shall have any liability to
the other Party for any special, incidental, indirect, consequential, or
punitive damages, including, but not limited to the loss of opportunity, use,
revenue or profit, in connection with or arising out of this Agreement, or the
services performed by the Party hereunder, even if such damages were
foreseeable.

      10.4 Insurance. Each Party shall at its own expense obtain and maintain
insurance of a type and amount as may be necessary to protect its interests and
obligations connected with its performance under this Agreement. Neither Party
shall do or omit to do any act, matter or thing which could prejudice or render
voidable any such insurance. Each Party shall, upon request by the other,
provide a certification evidencing the insurance or any renewal. Each Party
shall notify the other Party of any cancellation of or material change in any
such insurance arrangements, if possible, prior to cancellation or material
change, but in any event, as soon as possible.

11.   [* * *].



[* * *] Indicates information omitted pursuant to a request for confidential
treatment and filed separately with the Securities and Exchange Commission
pursuant to Rule 24b-2 under the Securities Exchange Act of 1934,
as amended.


                                       15
<PAGE>


12.   TERM AND TERMINATION

      12.1 Term. This Agreement shall take effect as of the Effective Date and
shall remain in effect for an initial term of [* * *], unless sooner
terminated in accordance with the provisions of Section 7.1 or this Article 12.

      12.2 Renewal. This Agreement may be renewed for an additional term, upon
the mutual written agreement of the Parties.

      12.3 Material Breach. Either Party may terminate this Agreement by written
notice at any time if the other Party defaults in the performance of any
material obligations under this Agreement. In the event of such default, the
Party declaring the default shall provide the defaulting Party with written
notice setting forth the nature of the default, and the defaulting Party shall
have thirty (30) days to cure the default. If the defaulting Party fails to cure
the default within the foregoing time periods, and provided the default is
continuing, the other Party may terminate this Agreement by written notice to
the defaulting Party, which notice shall be effective upon receipt.

      12.4 Bankruptcy. Either Party may terminate this Agreement by written
notice to the other Party, if the other Party files a petition for bankruptcy,
reorganization or arrangement under any state statute, or makes an assignment
for the benefit of creditors or takes advantage of any insolvency statute or
similar statute, or such filing is made by a Third Party, and such filing is not
withdrawn within sixty (60) days of the filing date, or


[* * *] Indicates information omitted pursuant to a request for confidential
treatment and filed separately with the Securities and Exchange Commission
pursuant to Rule 24b-2 under the Securities Exchange Act of 1934,
as amended.


                                       16
<PAGE>

if a receiver or trustee is appointed for the property and assets of the Party
and the receivership proceedings are not dismissed within sixty (60) days of
such appointment.

      12.5 Accrued Rights. Termination of the Agreement for whatever reason
shall not affect the accrued rights of either of the Parties, arising under or
out of this Agreement and all provisions that expressly or by implication
survive this Agreement shall remain in full force and effect. Termination of
this Agreement shall not relieve the Parties of any liability which accrued
hereunder prior to the date of such termination nor preclude either Party from
pursuing all rights and remedies it may have hereunder or at law or in equity
with respect to any breach of this Agreement nor prejudice either Party's right
to obtain performance of any obligation.

      12.6 Fees Upon Termination. Upon termination of the Agreement pursuant to
this Article 12 or otherwise, all earned and unpaid fees and other charges
payable under this Agreement shall become immediately due and payable.

      12.7 Return of Materials. At the completion of the services by either of
the Parties or upon termination pursuant to this Article 12, all materials and
all other data owned by the other Party under this Agreement, regardless of the
method of storage or retrieval, shall either be delivered to such other Party in
such form as is then currently in the possession of the Party or disposed of, at
the direction and written request of the other Party unless such materials are
otherwise required to be stored or maintained by the other Party as a matter of
law or regulation. The costs associated with this Section shall be paid by Party
storing or disposing such materials or data, as described in this Section.

      12.8 Survival. The following provisions shall survive any expiration or
termination of this Agreement, and if time periods are specified, for the period
of time specified: Section 2.7, Articles 8-10, Sections 12.5-12.7, and Article
13.

      12.9 Notices. All notices, requests, consents and other communications
hereunder shall be in writing, shall be telecopied or mailed by first class
registered or certified airmail (return receipt requested), postage prepaid, and
shall be deemed given when so telecopied or, if mailed, when received:

            (a)   if to Agencourt to:

                  Agencourt Bioscience Corporation
                  100 Cummings Center
                  Suite 107J
                  Beverly, MA  01915
                  Attention: Chief Executive Officer
                  Facsimile: (978) 867-2601


                                       17
<PAGE>

                  With a copy to:

                  Paul, Hastings, Janofsky & Walker LLP
                  399 Park Avenue
                  Thirty - First Floor
                  New York, NY 10022-4697
                  Attention: John J. Altorelli, Esq.
                  Facsimile: 212-319-4090

                  or to such other person at such other place as Agencourt shall
                  designate to Packard in writing;

            (b)   if to Packard, to:

                  Packard BioScience Company
                  800 Research Parkway
                  Meriden, CT 06450
                  Attention: Chief Financial Officer
                  Facsimile: 203-235-6089

                  With a copy to:

                  Packard BioScience Company
                  800 Research Parkway
                  Meriden, CT 06450
                  Attention: General Counsel
                  Facsimile: 203-235-6089

                  and:

                  Day, Berry & Howard LLP
                  CityPlace I
                  Hartford, CT 06103
                  Attention: Richard D. Harris, Esq.
                  Facsimile: (860) 275-0343

                  or to such other person at such other places as Packard shall
                  designate to Agencourt in writing.

13.   MISCELLANEOUS

      13.1 Entire Agreement and Amendment. This Agreement, and the other
agreements referred to herein between the Parties, set forth the complete, final
and exclusive agreement and all the covenants, promises, agreements, warranties,


                                       18
<PAGE>

representations, conditions and understandings between the Parties hereto and
supersede and terminate all prior agreements and understandings between the
Parties. There are no covenants, promises, agreements, warranties,
representations, conditions or understandings, either oral or written, between
the Parties other than as are set forth herein and therein. No subsequent
alteration, amendment, change or addition to this Agreement or to the Exhibits
hereto, shall be binding upon the Parties unless reduced to writing and signed
by an authorized officer of each Party.

      13.2 Force Majeure. Both Parties shall be excused from the performance of
their obligations under this Agreement to the extent that such performance is
prevented by force majeure and the non-performing Party promptly provides notice
of the prevention to the other Party. Such excuse shall be continued so long as
the condition constituting force majeure continues and the non-performing Party
takes reasonable efforts to remove the condition. For purposes of this
Agreement, force majeure shall include conditions beyond the control of the
Parties, including without limitation, an act of God, voluntary or involuntary
compliance with any regulation, law or order of any government, war, civil
commotion, labor strike or lock-out, epidemic, failure or default of public
utilities or common carriers, destruction of production facilities or materials
by fire, earthquake, storm or like catastrophe; provided, however, the payment
of invoices due and owing hereunder shall not be delayed by the payor because of
a force majeure affecting the payor.

      13.3 Headings. The headings of the various sections of this Agreement have
been inserted for convenience of reference only and shall not be deemed to be
part of this Agreement.

      13.4 Consents Not Unreasonably Withheld or Delayed. Whenever provision is
made in this Agreement for either Party to secure the consent or approval of the
other, that consent or approval shall not unreasonably be withheld or delayed,
and whenever in this Agreement provisions are made for one Party to object to or
disapprove a matter, such objection or disapproval shall not unreasonably be
exercised.

      13.5 Maintenance of Records. Each Party shall keep and maintain all
records required of it by law or regulation or by this Agreement with respect to
the transactions contemplated in this Agreement, and shall make copies of such
records available to the other Party upon request.

      13.6 United States Dollars. References in this Agreement to "Dollars" or
"$" shall mean the legal tender of the United States of America.

      13.7 No Strict Construction. This Agreement has been prepared jointly and
shall not be strictly construed against either Party.


                                       19
<PAGE>

      13.8 Ambiguities. Ambiguities, if any, in this Agreement shall not be
construed against any Party, irrespective of which Party may be deemed to have
authored the ambiguous provision.

      13.9 Assignment. Neither Party may assign or transfer this Agreement or
any rights or obligations hereunder without the prior written consent of the
other Party; provided, however, that either Party may assign this Agreement to a
successor-in-interest without the other Party's consent upon a Change of Control
of such Party, unless the Change of Control has occurred in connection with any
of the following Persons: [* * *]. Any permitted successor-in-interest or
assignee of rights and/or obligations hereunder shall, in a writing to the
other Party, expressly assume performance of such rights and/or obligations.
Any permitted assignment shall be binding on the successors-in-interest of
the assigning Party. Any assignment or attempted assignment by either Party
in violation of the terms of this Section 13.9 shall be null and void and of
no legal effect. This Agreement shall be binding upon and shall inure to the
benefit of each Party's successors-in-interest and permitted assigns.

      13.10 Performance by Affiliates. Obligations under this Agreement may be
performed by Affiliates of Agencourt and of Packard. In the event any such
performance is carried out by Affiliates with the prior consent of the other
Party, each of Agencourt and Packard guarantees performance of this Agreement by
its Affiliates. No Affiliate of a Party may make decisions inconsistent with
this Agreement, amend the terms of this Agreement or act contrary to its terms
in any way.

      13.11 Further Actions. Each Party agrees to execute, acknowledge and
deliver such further instruments, and to do all such other acts, as may be
necessary or appropriate in order to carry out the purposes and intent of this
Agreement.

      13.12 Severability. If any one or more of the provisions of this Agreement
is held to be invalid or unenforceable by any court of competent jurisdiction
from which no appeal can be or is taken, the provision shall be considered
severed from this Agreement and shall not serve to invalidate any remaining
provisions hereof. The Parties shall make a good faith effort to replace any
invalid or unenforceable provision with a valid and enforceable one such that
the objectives contemplated by the Parties when entering this Agreement may be
realized.

      13.13 No Waiver. Any delay in enforcing a Party's rights under this
Agreement or any waiver as to a particular default or other matter shall not
constitute a waiver of such Party's rights to the future enforcement of its
rights under this Agreement, except



[* * *] Indicates information omitted pursuant to a request for confidential
treatment and filed separately with the Securities and Exchange Commission
pursuant to Rule 24b-2 under the Securities Exchange Act of 1934,
as amended.


                                       20
<PAGE>

with respect to an express written and signed waiver relating to a particular
matter for a particular period of time.

      13.14 Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the Commonwealth of Massachusetts, without giving
effect to the conflict of laws principles thereof.

      13.15 Business Days. If any date for payment or notice under this
Agreement falls on a Saturday, Sunday or bank holiday, then the referenced date
shall move to the first working day following such date, provided that the
calculation of working days are never to include Saturdays, Sundays or bank
holidays and the calculation of days (without reference to "working" days) shall
include Saturdays, Sundays and bank holidays.

      13.16 Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original but all of which
together will constitute one and the same instrument. A facsimile, telecopy or
other reproduction of this Agreement may be executed by one or more Parties
hereto, and an executed copy of this Agreement may be delivered by one or more
parties hereto by facsimile or similar instantaneous electronic transmission
device pursuant to which the signature of or on behalf of such Party can be
seen, and such execution and delivery shall be considered valid, binding and
effective for all purposes as of the date first written above. At the request of
any Party hereto, all Parties hereto agree to execute an original of this
Agreement as well as any facsimile, telecopy or other reproduction hereof.

      13.17 Good Faith Negotiations. If after the Effective Date any dispute
arises in connection with this Agreement, with respect to a claim that is not
settled promptly in the ordinary course of business, the Parties shall seek to
resolve any such dispute between them, first, by negotiating promptly with each
other in good faith in face-to-face negotiations. If the Parties are unable to
resolve such dispute between them within twenty (20) business days (or such
period as the Parties shall otherwise agree) through these face-to-face
negotiations, then any such dispute shall be resolved in the manner set forth in
Section 13.18.

      13.18 Arbitration. If the Parties do not resolve a dispute under Section
13.17, the dispute shall be settled by arbitration conducted on a confidential
basis, under the U.S. Arbitration Act, if applicable, and the then current
Commercial Arbitration Rules of the American Arbitration Association (the
"Association") strictly in accordance with the terms of this Agreement and the
substantive Law of the Commonwealth of Massachusetts. The arbitration shall be
conducted at the Association's regional office located in the Boston,
Massachusetts area by one neutral arbitrator. Judgment upon the arbitrator's
award may be entered and enforced in any court of competent jurisdiction.
Neither Party shall institute a proceeding hereunder unless at least 60 days
prior thereto such Party shall have given written notice to the other Party of
its intent to do so. In any award, the arbitrator shall assess the arbitration
costs and expenses, including attorneys'


                                       21
<PAGE>

fees of the Parties, in a manner deemed equitable by the arbitrator, taking into
account the arbitration decision.

      13.19 Waiver of Jury Trial. WITH RESPECT TO ANY DISPUTE ARISING UNDER OR
IN CONNECTION WITH THIS AGREEMENT, WHICH HAS NOT BEEN RESOLVED BY NEGOTIATION AS
PROVIDED HEREIN AND AS TO WHICH LEGAL ACTION NEVERTHELESS OCCURS, EACH PARTY
HEREBY IRREVOCABLY WAIVES ALL RIGHTS IT MAY HAVE TO DEMAND A JURY TRIAL. THIS
WAIVER IS KNOWINGLY, INTENTIONALLY, AND VOLUNTARILY MADE BY EACH PARTY HERETO
AND EACH PARTY ACKNOWLEDGES THAT NONE OF THE OTHER PARTIES NOR ANY PERSON ACTING
ON BEHALF OF THE OTHER PARTIES HAS MADE ANY REPRESENTATION OF FACT TO INDUCE
THIS WAIVER OF TRIAL BY JURY OR IN ANY WAY TO MODIFY OR NULLIFY ITS EFFECT. EACH
PARTY FURTHER ACKNOWLEDGES THAT IT HAS BEEN REPRESENTED OR HAS HAD THE
OPPORTUNITY TO BE REPRESENTED IN THE SIGNING OF THIS AGREEMENT AND IN THE MAKING
OF THIS WAIVER BY INDEPENDENT LEGAL COUNSEL, SELECTED OF ITS OWN FREE WILL, AND
THAT IT HAS HAD THE OPPORTUNITY TO DISCUSS THIS WAIVER WITH COUNSEL. EACH PARTY
FURTHER ACKNOWLEDGES THAT IT HAS READ AND UNDERSTOOD THE MEANING AND
RAMIFICATIONS OF THIS WAIVER PROVISION.

      13.20 No Partnership. The relationship of the Parties hereto shall be that
of independent contractors and neither Party shall have the authority to bind
the other Party. Nothing herein shall be construed to create any partnership,
joint venture, or similar relationship, or to subject the Parties to any implied
duties or obligations respecting the conduct of their affairs which are not
expressly stated herein.

                           [SIGNATURE PAGE TO FOLLOW]


                                       22
<PAGE>

      IN WITNESS WHEREOF, the Parties have executed this Agreement in duplicate
originals by their duly authorized officers as of the date and year first above
written.

                        AGENCOURT BIOSCIENCE CORPORATION

                        By: /s/ R. Brian McKernan
                            ----------------------------------------
                            R. Brian McKernan
                            President


                        PACKARD BIOSCIENCE COMPANY


                        By: /s/ Ben D. Kaplan
                            ----------------------------------------
                            Name: Ben D. Kaplan
                            Title: VP & CFO


                [SIGNATURE PAGE TO STRATEGIC MARKETING AGREEMENT]