<PAGE>

                               LICENSE AGREEMENT

     This License Agreement ("Agreement"), effective as of September 30, 1998,
is made by and between:

     DADE BEHRING INC., a State of Delaware corporation having its principal
office at 1717 Deerfield Road, Deerfield, IL 60015.

                                       and

     PACKARD INSTRUMENT COMPANY, INC., a State of Delaware corporation having
its principal office at 800 Research Parkway, Meriden, Connecticut 06450.

                              W I T N E S S E T H:

     WHEREAS, Dade Behring owns certain patent rights, trade secrets, knowhow
and technology relating to luminescent oxygen channeling immunoassays;

     WHEREAS, Dade Behring and Packard have heretofore entered into a certain
Letter of Intent effective February 28, 1998, as amended (the "LOI"), pursuant
to which Dade Behring granted to Packard a license to use, examine, modify and
enhance the LOCI technology for purposes of determining the feasibility of
commercializing products utilizing such technology, and an option to acquire a
license to utilize such technology in the Field of Use (as hereinafter defined);

     WHEREAS, the parties now desire to enter into this Agreement to further
memorialize their agreements set forth in the LOI and to set forth the terms of
a definitive license agreement, as contemplated by the LOI;

     WHEREAS, in order to avoid potential disputes, Dade Behring has entered
into a license agreement with [* * *] under which Dade Behring received the
right to grant sublicenses in accordance with the Sublicense Agreement (as
defined below), a copy of which is attached hereto as Exhibit A;

     WHEREAS, due to Dade Behring's knowledge, expertise, and experience with
regard to the manufacture of certain products to be used in the practice of
LOCI, Packard and Dade Behring wish to enter into a Supply Agreement (as defined
below), a copy of which is attached hereto as Exhibit B, pertaining to the
supply of such products to Packard for the duration of this Agreement;

     NOW THEREFORE, in consideration of the promises and of the mutual
agreements and covenants herein contained, the parties hereto agree as follows:


[* * *] 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.

<PAGE>

I.   DEFINITIONS

     In this Agreement, the following terms shall have the following meanings:

1.1  "Affiliate" shall mean a corporation, company, or other entity of which
     fifty percent (50%) or more of the ownership interest representing the
     right to make the decisions for such corporation, company or entity is, now
     or hereafter, owned or controlled, directly or indirectly, by a Party, but
     such corporation, company, or other entity shall be deemed to be an
     Affiliate only so long as such ownership or control exists.

1.2  "Analyte" shall mean and include any target to be detected by a specific
     binding assay, including without limitation the following classes of
     materials: proteins, deoxyribonucleic acids, ribonucleic acids,
     carbohydrates, bacteria, polynucleotide probes, peptide nucleic acids, and
     small molecules (the latter including but not limited to peptides, drugs,
     steroids, and hormones).

1.3  "Consumables and Supplies" shall mean buffers, microplates, solutions, or
     sample containers and other components that are marketed, packaged, used,
     or sold by Packard and/or its Affiliates explicitly to practice LOCI.

1.4  "Customer" shall mean a Third Party non-Affiliate of Packard.

1.5  "Dade Behring" shall mean and be composed of Dade Behring Inc. and its
     Affiliates.

1.6  "Dade Behring Improvements" shall mean inventions, discoveries, ideas,
     processes, methods, compositions, formulae, techniques, information and
     data, whether or not patentable, conceived, developed or reduced to
     practice after the Effective Date that beneficially change or enhance the
     economic and/or technical attributes of LOCI on which Dade Behring prepares
     an invention record and/or upon which Dade Behring files for patent
     protection. Dade Behring Improvements shall not include information
     relating solely to any instrument developed by Dade Behring that uses LOCI
     technology to the extent that such information is not, and could not
     reasonably be expected to be, used or useful in the Field of Use.

1.7  "Dade Behring Original Technology" shall mean any and all Original
     Technology owned or controlled by Dade Behring including, without
     limitation, the Original Technology which is the subject of Dade Behring
     Patents. For purposes of the foregoing, "controlled by" means possession of
     the ability to grant a license or sublicense as provided for herein without
     violating the terms of any agreement with or other arrangement with any
     Third Party.


                                     Page 2
<PAGE>

1.8  "Dade Behring Patents" shall mean all patents and patent applications
     listed in Exhibit C hereto.

1.9  "Dade Behring Supplemental Technology" shall mean any and all Supplemental
     Technology owned or controlled by Dade Behring after the Effective Date but
     during the term of this Agreement. Dade Behring Supplemental Technology
     specifically excludes license rights granted to Dade Behring after the
     Effective Date of this Agreement and Dade Behring Improvements.

1.10 "Dade Behring Technology" shall mean any and all Dade Behring Original
     Technology, Dade Behring Supplemental Technology and Dade Behring
     Improvements.

1.11 "Dade Behring Trademark" shall mean the common law "LOCI" trademark and any
     registrations pertaining thereto.

1.12 "Effective Date" shall mean September 30, 1998.

1.13 "Execution Date" shall mean the date on which the last of the Parties to
     this Agreement shall have executed this Agreement.

1.14 "Exclusive License" and "Non-exclusive License" shall mean the respective
     licenses granted under Section 2.1.

1.15 "Field of Use" means [* * *].

1.16 "Homogeneous Assay" shall mean [* * *].

1.17 "Instrument" shall mean an instrument sold, placed, or distributed by
     Packard and its Affiliates for the practice of LOCI.

1.18 "IN VITRO Diagnostics" shall mean diagnostic assays for the presence,
     absence or quantification of an Analyte carried out on a specimen obtained
     from a human being, except expressly excluding assays (which may or may not
     be carried out on a specimen obtained from a human being) where the assays
     are directed to


[* * *] 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.

                                     Page 3
<PAGE>

     agricultural  and in vitro  veterinary  testing,  in  vitro  pharmaceutical
     testing   and/or   clinical   trials,   food  testing  and/or  testing  for
     environmental hazards.

1.19 "LOCI" shall mean the technology described in [* * *], including all
     foreign counterparts, reissued patents, re-examined patents, continuations,
     and continuations-in-part.

1.20 "Labels" shall mean [* * *].

1.21 "Licensed Products" shall mean all Instruments, Reagents, Products, or
     Consumables and Supplies manufactured or sold by Packard or its Affiliates
     which embody Dade Behring Technology or are explicitly sold to practice
     LOCI.

1.22 "McCapra Patent Rights" shall mean the McCapra U.S. Patent No. 5,516,636
     issued on May 14, 1996 entitled "Assays Utilizing Sensitizer-Induced
     Production of Detectable Signals" ("the '636 Patent") and the McCapra U.S.
     Patent No. 5,705,622 issued on January 6, 1998 entitled "Sensitizer
     Conjugates Containing Porphyrins" ("the '622 Patent") and counterpart
     patents and patent applications claiming priority to the '636 Patent or the
     '622 Patent or to a patent application upon which the '636 Patent or the
     '622 Patent claims priority. All current McCapra Patent Rights are listed
     in attached Schedule A to the Sublicense Agreement.

1.23 "Net Sales Revenues" shall mean, as to Licensed Products, [* * *] of the
     Net Invoice Price. The "Net Invoice Price" shall mean, as to Licensed
     Products, [* * *] less applicable government imposed transportation taxes,
     value-added taxes, and sales taxes. If an Instrument sold by Packard is
     designed to use multiple detection technologies, including LOCI, "Net
     Invoice Price" with respect to such Instrument shall mean [* * *] reduced
     as described above and divided by the number of detection technologies
     (e.g., fluorescence, luminescence, time-resolved fluorescence,
     colorimetric, radio isotopes) that such Instrument is designed to use;
     provided, however, for purposes of this calculation, such number shall
     not exceed two (2).


[* * *] 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.


                                     Page 4
<PAGE>

1.24 "Nucleic Acid Diagnostics" shall mean [* * *].

1.25 "Original Technology" shall mean any LOCI related software and source code,
     programs, prototypes, electronic control circuits, specifications,
     diagrams, drawings, schematics, blueprints and parts lists that have been
     reduced to writing as of the Effective Date, and all other LOCI related
     trade secrets, know-how or proprietary information, including, without
     limitation, inventions, discoveries, ideas, processes, methods,
     compositions, formulae, techniques, information and data, whether or not
     patentable, conceived, developed or created on or prior to the Effective
     Date, whether or not reduced to writing, including, but not limited to,
     inventions, whether or not patentable, patents and patent rights, patent
     applications, licenses, designs, discoveries, techniques, methods, ideas,
     concepts, data and engineering and manufacturing information. Original
     Technology shall not include information relating solely to any instrument
     developed by Dade Behring that uses LOCI technology to the extent that such
     information is not, and could not reasonably be expected to be, used or
     useful in the Field of Use.

1.26 "Packard" shall mean and be composed of Packard Instrument Company, Inc.
     and its Affiliates.

1.27 "The Parties" shall mean Packard and Dade Behring, and "Party" shall refer
     to a designated one of them.

1.28 "Product" shall mean any assemblage consisting of at least one Reagent
     required to perform a Homogeneous Assay within the Field of Use, regardless
     of whether or not the assemblage is packaged in the form of a kit.
     "Product" shall include the combination of Reagents, buffers, appropriate
     solutions or components required to perform a LOCI assay.

1.29 "Reagent" shall mean a chemically and/or biologically active assay reagent
     for reaction with a specimen, the manufacture, use or sale of which reagent
     is necessary or useful for the performance of LOCI and shall specifically
     include Labels conjugated with or otherwise attached to biomolecules,
     including, without limitation, the conjugates described in Part 2 of
     Schedule S to the Supply Agreement. Reagents are not Labels.

1.30 "Separation" means the process of dividing or partitioning into component
     parts; or removing a constituent by washing, filtration, evaporation,
     centrifugation, magnetic attraction or other means.


[* * *] 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.


                                     Page 5
<PAGE>

1.31 "Sublicense Agreement" shall mean that certain Sublicense Agreement
     effective as of September 30, 1998 between the Parties pertaining to the
     sublicense of the McCapra Patent Rights by Dade Behring to Packard, a copy
     of which is attached as Exhibit A hereto.

1.32 "Supplemental Technology" shall mean any LOCI related software and source
     code, programs, prototypes, electronic control circuits, specifications,
     diagrams, drawings, schematics, blueprints and parts lists that have been
     reduced to writing after the Effective Date and during the term of this
     Agreement, and all other LOCI related trade secrets, know-how or
     proprietary information conceived or created on or after the Effective Date
     and during the term of this Agreement, whether or not reduced to writing,
     including, but not limited to, designs, discoveries, techniques, methods,
     ideas, concepts, data and engineering and manufacturing information.
     Supplemental Technology shall not include information relating solely to
     any instrument developed by Dade Behring that uses LOCI technology to the
     extent that such information is not, and could not reasonably be expected
     to be, used or useful in the Field of Use.

1.33 "Supply Agreement" shall mean that certain Supply Agreement effective
     September 30, 1998 between the Parties pertaining to Labels, a copy of
     which is attached as Exhibit B hereto.

1.34 "Technical Information" shall mean written and/or oral technical
     information describing Dade Behring Technology or describing the design,
     engineering, manufacture, production, use, operation, installation, sale
     and servicing of any Licensed Product or any improvement or modification
     thereof relevant to the Field of Use. "Technical Information" shall not
     include information relating solely to any instrument developed by Dade
     Behring which may use LOCI technology exclusively in IN VITRO Diagnostics,
     veterinary diagnostics, food testing, environmental testing, and
     agricultural diagnostic testing.

1.35 "Third Party" shall mean an individual, corporation, company or other
     entity other than one of the Parties.

II.  EXCLUSIVE LICENSE AND NON-EXCLUSIVE LICENSE

2.1  Dade Behring and/or its Affiliates hereby grant to Packard and its
     Affiliates a worldwide, royalty bearing, exclusive license ("Exclusive
     License") to utilize the Dade Behring Original Technology and Dade Behring
     Supplemental Technology, in the Field of Use, and to make, have made,
     import, use, distribute, offer for sale and sell (or otherwise convey) the
     Licensed Products within the Field of Use. Dade Behring and /or its
     Affiliates hereby grant to Packard and its Affiliates a worldwide, royalty
     bearing, Non-exclusive License ("Non-Exclusive License") to


                                     Page 6
<PAGE>

     utilize the Dade Behring Improvements in the Field of Use, and to make,
     have made, import, use, distribute, offer for sale and sell (or otherwise
     convey) the Licensed Products within the Fieldof Use. Dade Behring and/or
     its Affiliates also hereby grant to Packard and its Affiliates a worldwide,
     royalty-bearing, non-exclusive license to utilize the Dade Behring
     Trademark with respect to Licensed Products within the Field of Use.

2.2  Subject to the provisions of the Sublicense Agreement, this Agreement
     specifically includes the right of Packard to sublicense the right of use
     of Licensed Products to its Customers within the Field of Use for their own
     internal research. [* * *]

2.3  Nothing in this License precludes the rights of Dade Behring, its
     Affiliates, or [* * *] to use the Dade Behring Technology which is the
     subject of this License for internal research purposes within the Field of
     Use, or any purpose outside the Field of Use.

2.4  No license or right is granted by implication or otherwise with respect to
     any patent application or patent except as specifically set forth herein.

III. DEVELOPMENT ASSISTANCE

3.1  Dade Behring agrees to make available for a period of nine (9) months
     commencing on the Execution Date, at no additional cost to Packard, one FTE
     Ph.D. level resource, with substantial prior experience involving LOCI and
     conjugation of Labels and reasonably acceptable to Packard, to support
     Packard's development effort as directed by Packard. If Packard requires
     such assistance to take place outside of Dade Behring's facilities, Packard
     agrees to reimburse Dade Behring for all reasonable business expenses,
     including travel, food and lodging.

3.2  Packard agrees to proceed diligently to attempt to develop, manufacture,
     distribute and sell Licensed Products with the goal of making a first
     Commercial Sale (as defined in Section 4.2.2) of a Licensed Product within
     [***] from the Execution Date. Prior to the first Commercial Sale, Packard
     shall provide Dade Behring with monthly progress reports, due no later than
     the 10th day of each month. Beginning the month before the first Commercial
     Sale, Packard shall provide Dade Behring each six months with an updated
     marketing report which shall contain a report of the marketing efforts
     expended for the previous six months, and the marketing efforts planned for
     the next six months. Notwithstanding the foregoing, and provided that
     Packard has made all payments that have become due and payable under
     Section 4.2, if Packard delivers notice to Dade Behring that it does not
     intend to pursue further development, manufacture, distribution
     or sale of Licensed Products, Packard shall be released as 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.

                                     Page 7
<PAGE>

     of such notice from all of its obligations  under this Section 3.2, without
     any further action, and Dade Behring shall have the right to terminate this
     Agreement at any time  thereafter;  provided,  however,  Packard  shall not
     deliver such notice to Dade Behring earlier than [* * *].

IV.  PAYMENTS

4.1  The parties acknowledge that Packard has heretofore made payment to Dade
     Behring of [* * *] in consideration for the License Option and the right
     to evaluate LOCI. Such payment is nonrefundable.

4.2  Packard shall pay to Dade Behring the following additional amounts, which,
     once paid, become non-refundable, in consideration for the Exclusive
     License and the Non-Exclusive License:

     4.2.1 [* * *] within thirty (30) days of the Execution Date.

     4.2.2 [* * *] within thirty (30) days of completion of a preproduction
          unit of the first Licensed Product, but no later than nine months
          after the Execution Date, and [* * *] within thirty (30) days of the
          first Commercial Sale of the first Licensed Product. Commercial Sale
          shall occur when a Licensed Product is invoiced to a Third Party by
          Packard.

     4.2.3 [* * *] within sixty (60) days of the end of the first calendar
          quarter during which aggregate Net Sales Revenues of Licensed Products
          (calculated from the date of the first Commercial Sale) exceeds
          [* * *]; [* * *] within sixty (60) days of the end of the first
          calendar quarter during which aggregate Net Sales Revenues of Licensed
          Products (calculated from the date of the first Commercial Sale)
          exceeds [* * *]; [* * *] within sixty (60) days of the end of the
          first calendar quarter during which aggregate Net Sales Revenues of
          Licensed Products (calculated from the date of the first Commercial
          Sale) [* * *]; and [* * *] within sixty (60) days of the end of the
          first calendar quarter during which aggregate Net Sales Revenues of
          Licensed Products (calculated from the date of the first Commercial
          Sale) exceeds [* * *].


V.   ROYALTIES

5.1  In consideration of the payments received to date and provided for in
     Article IV, no additional royalty shall be required for the use of the Dade
     Behring Trademark. In addition to the fees provided for in Article IV,
     Packard will pay to Dade Behring royalties on the sales of Licensed
     Products in an amount equal to [* * *] of Net Sales Revenues of Licensed
     Products. In the event that Packard licenses patent rights from a Third
     Party necessary to make, have made, use, or sell, or for


[* * *] 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.


                                     Page 8
<PAGE>

     its customers to use, the Licensed Products, and Packard agrees, under the
     terms of such a license, to pay a royalty to such a Third Party, then the
     royalty rate payable to Dade Behring with regard to such Licensed Products
     shall be reduced by [* * *], up to a maximum [* * *] reduction for
     Packard's initial aggregate Net Sales Revenues of Licensed Products of
     less than [* * *], and up to a maximum [* * *] reduction for Packard's
     aggregate Net Sales Revenues of Licensed Products of [* * *] or more.
     Royalties shall be due and paid for the term of this Agreement. Excluded
     from such reductions are royalties due under licenses taken by Packard for
     [* * *]. The aggregate amount of all royalty payments made by Packard under
     the Sublicense Agreement shall be applied by Dade Behring as a credit
     against amounts owed by Packard under this Section 5.1.

5.2  If the aggregate royalties accrued under Section 5.1 for any of the
     calendar years following the first Commercial Sale through the termination
     of this Agreement, inclusive, shall be less than [* * *], then, Packard
     shall pay to Dade Behring, as agreed minimum royalties for such year,
     [* * *], less the amount of royalties accrued under Section 5.1 during such
     year, unless on or prior to January 30 of any year, Packard shall advise
     Dade Behring in writing that it desires to convert the licenses granted
     hereunder to perpetual, royalty bearing (as set forth in Section 5.1),
     non-exclusive licenses, in which event the licenses shall automatically be
     so converted and this Section 5.2 shall no longer be of any force and
     effect. Minimum royalties described in this Section 5.2 are due with the
     fourth quarter due date of royalties according to Section 5.1 of any year.

5.3  All amounts due by Packard to Dade Behring under any provision of this
     Agreement shall be payable in United States currency by electronic funds
     transfer (SWIFT) to the account identified immediately below. The
     obligations to pay shall only be fulfilled on the day on which the relevant
     amount of money is credited to the aforesaid account. For the conversion of
     non-US currency into U.S. Dollars with respect to payments due, the
     average of the official spot selling rates published in the Wall Street
     Journal on the last business day of each of the months during the period to
     which the payment of royalties relates and including the Sixty (60) day
     reporting period thereafter shall apply. If any payment is delayed, the
     spot selling rate(s) valid on the last business day of the month(s) of the
     delay shall be added to the average calculation. Packard shall be
     responsible on its own account for any charges for conversion of currencies
     and the transfer of funds into the designated Dade Behring account. Dade
     Behring shall be responsible on its own account for its own corporate
     income taxes.


[* * *] 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.


                                     Page 9
<PAGE>

     [* * *]

     If Packard shall fail to pay any amount specified under this Agreement
     after the due date thereof, the amount owed shall bear interest at the
     average discount rate(s) of the One - Month U.S. LIBOR published in the
     Wall Street Journal on the last business day of the month(s) of the delay
     plus [* * *] percentage points, from the due date until paid, provided,
     however, that if this interest rate is held to be unenforceable for any
     reason, the interest rate shall be the maximum rate allowed by law at the
     time the payment is due. Any such losses suffered by Dade Behring in terms
     of less favorable exchange rates as a result of such delayed payments will
     be refunded by Packard to Dade Behring.

5.4  The Net Sales Revenues of the Licensed Products that are commercially used
     by Packard and which are conveyed by Packard to any person, firm or
     corporation, existing now or in the future, controlling, controlled by, or
     under common control with Packard, or enjoying a special course of dealing
     with Packard, shall be determined by reference to the Net Sales Revenues
     which would be applicable under this Section in an arm's length transaction
     for the sale of such Licensed Products by Packard to a Third Party other
     than such person, firm or corporation. Royalties shall be fully due and
     payable to Dade Behring on such Net Sales Revenues.

5.5  Packard shall within [* * *] days after the first day of January, April,
     July and October of each year during the Term deliver to Dade Behring a
     true and accurate royalty report as to Packard and its Affiliates. Such
     reports shall cover the preceding [* * *] calendar months and shall be
     submitted either (a) on the "Summary Royalty Report", a copy of which is
     attached hereto as Appendix A, or (b) on a form generated by Packard which
     duplicates the format of the Summary Royalty Report; and shall include,
     with separate reporting as to Nucleic Acid Diagnostics, at least the
     following (and subject to Section 5.4):

     (i) separately the names of each Licensed Product and Combination Product
     (as defined in the Sublicense Agreement) commercially used by Packard, and
     conveyed to Third Parties during those [* * *] months; (ii) the total
     gross invoice sales of Products commercially used by Packard and conveyed
     to Third Parties during those [* * *] months; (iii) the total gross
     invoice sales of Reagents commercially used by Packard and conveyed to
     Third Parties during those [* * *] months; (iv) separately the total
     gross invoice sales of such Combination Product commercially used by
     Packard and conveyed to Third


[* * *] 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.

                                    Page 10
<PAGE>

     Parties during those [* * *] months; (v) the total gross invoice sales of
     Instruments commercially used by Packard and conveyed to Third Parties
     during those [* * *] months; (vi) the total gross invoice sales of
     Consumables and Supplies commercially used by Packard and conveyed to Third
     Parties during those [* * *] months; (vii) the government imposed taxes
     which were deducted; (viii) Net Sales Revenues and the calculation of total
     royalties thereon; and (ix) the calculation of the net royalty payable to
     Dade Behring for transfer to Dade Behring. If no royalties are due, it
     shall be so reported.

     The correctness and completeness of such report shall be attested to in
     writing by a responsible financial officer for Packard. The royalty reports
     shall be sent by Packard by the due date to the address stated in Section
     11.2. Accompanying each such royalty report as to Packard and its
     Affiliates, Packard shall pay to Dade Behring the royalty due under this
     Agreement for the applicable period, including any payments due from
     Affiliates.

5.6  Packard shall keep (and ensure that its Affiliates shall keep) correct and
     complete records of account as to Licensed Products containing all
     information required for the computation and verification of the Net Sales
     Revenues and of the royalties or other payments to Dade Behring required by
     way of any other provision under this Agreement. All books and the
     supporting data shall be open at all reasonable times, for three (3) years
     following the end of the calendar year to which they pertain (and access
     shall not be denied thereafter, if records are reasonably available), to
     the inspection of an independent certified public accountant retained by
     Dade Behring and reasonably acceptable to Packard for the purpose of
     verifying Packard's royalty statements and Packard's compliance in other
     respects with this Agreement. Dade Behring shall limit such inspections to
     once per calendar year. If in dispute, such records shall be kept until the
     dispute is settled. The inspection of records shall be at Dade Behring's
     sole cost and expense, unless the inspector concludes that royalties
     reported by Packard for the period being audited are understated by [***]
     or more from actual royalties and at least [***], in which case the costs
     and expenses of such inspection shall be paid by Packard. The information
     made available to the independent certified public accountant shall be in
     accordance with standard auditing practices.

     The independent certified public accountant may disclose the information
     specified in Section 5.5, but not the additional information identified in
     this Section, to Dade Behring. Notwithstanding the preceding sentence, in
     the event that royalties reported by Packard for the period being audited
     are, in the opinion of the independent certified public accountant,
     understated by [* * *] or more from actual royalties and at least [* * *],
     then Dade Behring shall have the right to obtain access to such additional
     information identified in this Section (except for identification of
     Packard's customers). Such access by Dade Behring shall be restricted to
     the person designated as the financial controller of Dade Behring, and Dade
     Behring's legal counsel. Subject to Article VIII, such


[* * *] 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.


                                    Page 11
<PAGE>

     controller and legal counsel shall ensure that such additional information
     is not disclosed in whole or part (verbally, by access to documents, or
     otherwise) to any other persons; and that such information is not used by
     Dade Behring for any purpose other than the collection of royalties and
     enforcement of this Agreement. All information disclosed to Dade Behring,
     and to the independent certified public accountant under this Section shall
     be protected under Article VIII. All information disclosed to the
     independent certified public accountant under this Section shall be kept
     confidential from Dade Behring, except as specifically provided in this
     Agreement.

5.7  In the event that any action is brought against Packard alleging that the
     manufacture, use or sale of any Licensed Products or Labels infringes the
     patent rights or any other rights of a Third Party and such allegation of
     infringement relates to any Dade Behring Technology, Packard's obligation
     to remit the royalties set forth in Section 5.2 to Dade Behring with
     respect to the allegedly infringing Licensed Products shall be suspended,
     provided that if such action terminates with no finding of infringement and
     no other adverse finding or adverse effect, then Packard's obligation to
     remit the royalty payments set forth in Section 5.2 shall be reinstated. No
     other royalty or other obligation, including royalties due under the
     Sublicense Agreement, shall be suspended in the event that any action is
     brought against Packard alleging that the manufacture, use or sale of
     Licensed Product or Labels infringes the patent rights or any other rights
     of a Third Party and such allegation of infringement relates to any Dade
     Behring Technology.

5.8  If, after the end of the third year from the Effective Date, and any
     subsequent year of this Agreement, Packard's aggregate running royalties,
     as computed in accordance with Section 5.1 hereof do not exceed [* * *],
     then on or prior to January 30 of the following year, Dade Behring
     has the option to terminate or convert the license granted hereunder to a
     royalty bearing (as set forth in Section 5.1) non-exclusive license and
     Section 5.2 hereof shall no longer be of any force and effect. Dade Behring
     may not invoke the option of this Section 5.8 if the failure of Packard to
     reach such aggregate running sales is attributable to the action or
     inaction of Dade Behring. Dade Behring may not invoke the option of this
     Section 5.8 if the failure of Packard to reach such aggregate running sales
     is attributable to the cessation of sales of Licensed Products due to a
     pending Third Party patent infringement suit against Packard based upon
     Packard's manufacture, use or sale of Licensed Products.

5.9  The aggregate amount of all payments made by Packard under the Sublicense
     Agreement shall be applied by Dade Behring as a credit against amounts owed
     by Packard under Section 5.1 of this 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.


                                    Page 12
<PAGE>

VI.  INTELLECTUAL PROPERTY MATTERS

6.1  All rights, title and interest in and to any improvements to Dade Behring
     Technology and any new techniques and methods used to apply Dade Behring
     Technology, whether made by solely Dade Behring, solely by Packard or its
     Affiliates, or jointly by any employees of Dade Behring and/or Packard or
     its Affiliates and resulting from any collaboration or joint efforts
     pursuant to this Agreement shall be owned exclusively Dade Behring.

6.2  All right, title and interest to any improvements to Original Technology or
     Supplemental Technology of Packard or its Affiliates, and any new
     techniques or methods used to apply thereto, whether made solely by Dade
     Behring or by Packard, or jointly by any employees of Dade Behring and/or
     Packard, and resulting from any collaboration or joint efforts pursuant to
     this Agreement shall be owned exclusively by Packard.

6.3  During the term of this Agreement, each party shall promptly notify the
     other in writing of any significant improvement or modification, invention
     or discovery, whether or not believed to be patentable conceived, reduced
     to practice, or otherwise developed which relates to the Original
     Technology, Supplemental Technology or Dade Behring Improvement of the
     other party. In addition, the notifying party shall promptly provide the
     other party with a detailed written description of any such invention or
     discovery. In the event that Dade Behring, in its sole discretion, elects
     not to file for patent or other intellectual property protection with
     regard to a LOCI related invention or discovery arising out of this
     Agreement by Dade Behring, and Dade Behring determines that it does not
     wish to maintain such invention or discovery as a trade secret, then Dade
     Behring shall notify Packard of such decision. Packard, may, in its
     discretion, file for intellectual property protection with regard to such
     invention or discovery; provided that Dade Behring and its Affiliates will
     have an irrevocable, royalty-free, world-wide, license, with the right to
     fully sublicense, to practice under such invention or discovery. In the
     event that Packard, in its sole discretion, elects not to file for patent
     or other intellectual property protection with regard to a LOCI related
     invention or discovery arising out of this Agreement by Packard, and
     Packard determines that it does not wish to maintain such invention or
     discovery as a trade secret, then Packard shall notify Dade Behring of such
     decision. Dade Behring, may, in its discretion, file for intellectual
     property protection with regard to such invention or discovery; provided
     that Packard and its Affiliates will have an irrevocable, royalty-free,
     world-wide, license, with the right to fully sublicense, to practice under
     such invention or discovery.

6.4  Dade Behring and/or its Affiliates represent and warrant that it/they
     has/have legal title to, owns, or is the licensee of, the Dade Behring
     Original Technology, including the Dade Behring Patents, and has the right
     to grant the licenses hereunder. Based solely on the actual knowledge as of
     the Effective Date,


                                    Page 13
<PAGE>

     (without any investigation) of Dade Behring's executive officers Dade
     Behring represents that no other party has made any written claim of
     ownership of or title to any of the Dade Behring Patents. Dade Behring has
     not previously granted any rights (and is not bound by any agreement to
     grant any rights) in the Dade Behring Original Technology, including the
     Dade Behring Patents, that conflict with the rights granted to Packard
     hereunder. Dade Behring represents and warrants that as of the Effective
     Date, Dade Behring is a licensee of [* * *]. In its sole discretion, Dade
     Behring shall take all actions as may be necessary to maintain the Dade
     Behring Patents, including the payment of any maintenance fees, and ensure
     that the Dade Behring Patents are in full force and effect throughout the
     term of this Agreement. In the event that Dade Behring decides to abandon
     a Dade Behring Patent or not make a maintenance fee payment in a particular
     country, Dade Behring shall give Packard written notice of such decision,
     provided that, where feasible, Dade Behring shall give Packard such notice
     at least sixty (60) days prior to any deadline for taking action to
     maintain any Dade Behring Patent. Packard shall notify Dade Behring in
     writing, within thirty (30) days of the receipt of such notice whether
     Packard shall assume the responsibilities for the prosecution and
     maintenance of such Dade Behring Patent. Should Packard assume such
     responsibilities, Packard may take such action as may be necessary to
     maintain such patents, and may offset all costs of such action
     against royalty payments due pursuant to Article V; provided that Dade
     Behring and its Affiliates will have an irrevocable, royalty-free,
     world-wide, license, with the right to fully sublicense, to practice under
     such Dade Behring Patent. DADE BEHRING MAKES NO REPRESENTATIONS, CONDITIONS
     OR WARRANTIES, WHETHER EXPRESS OR IMPLIED, WITH REGARD TO THE VALIDITY OR
     ENFORCEABILITY OF THE DADE BEHRING PATENTS, OR THAT ANY MANUFACTURE,
     IMPORTATION, USE, SALE OF, OTHER DISPOSAL, REPRODUCTION OR ADAPTATION OF
     THE LABELS IS NOT AN INFRINGEMENT OF ANY PATENT, REGISTERED DESIGN,
     COPYRIGHT OR UNREGISTERED DESIGN RIGHT NOT VESTED IN DADE BEHRING, WITH THE
     SOLE EXCEPTION OF THE REPRESENTATION AND WARRANTY CONCERNING THE MCCAPRA
     PATENTS, SET FORTH ABOVE.

VII. TERM; TERMINATION

7.1  The initial term of this Agreement shall be for a period from the Effective
     Date through the last to expire of the Dade Behring Patents. Thereafter,
     the license granted pursuant to Article II, Section 2.1, shall convert to a
     royalty bearing, nonexclusive license for a period of ten years for
     Licensed Products. If Packard so requests, Dade Behring shall, pursuant to
     the terms of the Supply Agreement, continue to supply Packard with Labels
     and be the exclusive supplier of Labels.


[* * *] 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.


                                    Page 14
<PAGE>

7.2  Either party shall have the right to terminate this Agreement at any time
     for a material breach of this Agreement by the other party, provided that
     the nonbreaching party shall have first given [* * *] days prior written
     notice to the breaching party describing such breach and stating the
     nonbreaching party's intention to terminate this Agreement if such breach
     remains uncured, and the breaching party thereafter fails to cure such
     breach [***].

7.3  No termination hereunder shall constitute a waiver of any rights or causes
     of action that either party may have for any acts or omissions or breach
     hereunder by the other party prior to the termination date. Articles I,
     VIII, IX, X and Section 5.6 shall survive any termination of this
     Agreement, as well as such other provisions as, by their intent or meaning,
     are intended to so survive.

7.4  Except as expressly provided otherwise herein, any delays in or failures of
     performance by either party under this Agreement shall not be considered a
     breach of this Agreement if and to the extent caused by occurrences beyond
     the reasonable control of the party affected, including but not limited to:
     acts of God, new regulations or laws of any government; strikes or other
     concerted acts of workers; fire, floods, explosions; riots; wars;
     rebellion; and, sabotage, and any time for performances hereunder shall be
     extended by the time of delay reasonably occasioned by such occurrence.

VIII. CONFIDENTIALITY

8.1  Each Party agrees that any financial, legal or business information or any
     Technical Information relating to practice of LOCI disclosed to it (the
     "Receiving Party") by the other (the "Disclosing Party") in connection with
     this Agreement shall be considered confidential and proprietary and the
     Receiving Party shall not disclose same to any Third Party and shall hold
     it in confidence for a period of [* * *] from the date of disclosure
     and will not use it other than as permitted under this Agreement provided,
     however, that any information, know-how or data which is orally disclosed
     to the Receiving Party shall not be considered confidential and proprietary
     unless such oral disclosure is reduced to writing and given to the
     Receiving Party in written form within thirty (30) days after oral
     disclosure thereof. Such confidential and proprietary information shall
     include, without limitation, marketing and sales information,
     commercialization plans and strategies, research and development work
     plans, and Technical Information such as patent applications, inventions,
     trade secrets, systems, methods, apparatus, designs, tangible material,
     organisms and products and derivatives thereof and all reports delivered by
     Packard hereunder.


[* * *] 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.


                                    Page 15
<PAGE>

8.2  The obligations of confidentiality stated in the preceding Section shall
     not be applicable to the extent:

          a) such information is general public knowledge or, after disclosure
     hereunder, becomes general or public knowledge through no fault of the
     Receiving Party; or

          b) such information can be shown by the Receiving Party by its written
     records to have been in its possession prior to receipt thereof hereunder;

          c) such information is received by the Receiving Party from any Third
     Party for use or disclosure by the Receiving Party without any obligation
     to the Disclosing Party provided, however, that information received by the
     receiving Party from any Third Party funded by the Disclosing Party (e.g.
     consultants, subcontractors, etc.) shall not be released from
     confidentiality under this exception;

          d) the disclosure of such information is required or desirable to
     comply with or fulfill court orders, subpoenas, governmental requirements,
     submissions to governmental bodies, or the securing of regulatory
     approvals, provided, however, that the Disclosing Party first shall have
     given notice to the other Parties in order to permit the Disclosing Party
     to try to obtain a protective order requiring that the Information and/or
     documents so disclosed be kept confidential and used only for the purposes
     for which the order was issued; or

          e) such information is disclosed to employees or contractors of the
     Receiving Party or any Affiliate of the Receiving Party on a need to know
     basis, provided the Receiving Party takes reasonable precautions to
     preclude any further disclosure of such confidential information.

IX.  INDEMNITY

9.1  Dade Behring shall indemnify, defend and hold harmless Packard and its
     Affiliates, and the directors, officers employees and agents of Packard and
     such Affiliates, and the successors and assigns of any of the foregoing
     (the "Packard Indemnitees"), from and against any and all liabilities,
     damages, losses, costs or expenses (including reasonable attorneys' and
     professional fees and other expenses of litigation and/or arbitration)
     resulting from a claim, suit or proceeding brought by a Third Party against
     a Packard Indemnitee for [* * *] (the "Lawsuit"). Dade Behring's total
     aggregate liability under this indemnification and for the warranties
     and representations made in Section 6.4 shall be limited to [* * *]

[* * *] 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.

                                    Page 16
<PAGE>

     [* * *]. In the event that a judgment or a settlement with Dade Behring's
     consent is rendered in a Lawsuit, Packard may credit a portion of such
     judgement or settlement against the royalty payments due and owing pursuant
     to Section 5.1 as follows:

     (a) the royalties due [* * *] must be paid without regard to such
     judgement;

     (b) in each reporting period, up to a maximum of [* * *] of the difference
     between the running royalties owed pursuant to Section 5.1 hereof and the
     royalties payable during such period under [* * *]; and

     (c) the credit must be taken in consecutive reporting periods to the extent
     of available running royalties.

     [* * *]

9.2  EXCEPT AS PROVIDED IN SECTION 9.1, DADE BEHRING SHALL BE UNDER NO LIABILITY
     WHATSOEVER TO PACKARD (WHETHER IN NEGLIGENCE OR OTHERWISE) FOR ANY EXPENSE,
     LOSS, DAMAGE OR INJURY OF ANY KIND (INCLUDING ANY LOSS OF PROFIT OR
     CONSEQUENTIAL DAMAGE) SUSTAINED BY PACKARD OR ANY THIRD PARTY ARISING OR
     INCURRED IN CONNECTION WITH THE RESEARCH AND DEVELOPMENT AND APPLICATION OF
     DADE BEHRING TECHNOLOGY BY PACKARD OR DERIVING DIRECTLY OR INDIRECTLY OUT
     OF THE PROVISION OR USE OF THE DADE BEHRING PATENTS OR DADE BEHRING
     TECHNOLOGY OR OTHERWISE ARISING OUT OF THE GRANT OF ANY RIGHTS HEREUNDER,
     OR THE PROVISION OF ANY INFORMATION IN CONNECTION HEREWITH.

9.3  Except for liabilities, damages, losses, costs or expenses arising from or
     related to a Lawsuit described Section 9.1, Packard shall indemnify, defend
     and hold harmless Dade Behring and its Affiliates, and the directors,
     officers, employees and agents of Dade Behring and such Affiliates, and the
     successors and assigns of any of the foregoing (the "Dade Behring
     Indemnitees"), from and against [* * *]


[* * *] 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.


                                    Page 17
<PAGE>

9.4  If either party intends to claim indemnification under this Article IX, it
     shall promptly notify the other party (the "Indemnifying Party") in writing
     of any loss, claim, damage, liability or action and the Indemnifying Party
     shall have the right to assume the defense thereof with counsel mutually
     satisfactory to the parties. The indemnity agreement in this Article IX
     shall not apply to amounts paid in settlement of any loss, claim, damage,
     liability or action if such settlement is effected without the consent of
     the Indemnifying Party, which consent shall not be withheld unreasonably.
     The failure to deliver written notice to the Indemnifying Party within a
     reasonable time after the commencement of any such action, if prejudicial
     to its ability to defend such action, shall relieve the Indemnifying Party
     of any liability to the Indemnitee under this Section 9.4. At the
     Indemnifying Party's request, the Indemnitee and its employees and agents,
     shall cooperate fully with the Indemnifying Party and its legal
     representatives in the investigation of any action, claim or liability
     covered by this indemnification and provide full information with respect
     thereto.

X.   ADDITIONAL TRADEMARK PROVISIONS

10.1 If Packard, in its sole discretion, uses the Dade Behring Trademarks, it
     shall legibly apply the Dade Behring Trademarks to each item and all
     cartons and cases of and for each and every one of the Licensed Products
     manufactured, distributed or sold under this Agreement in a manner approved
     by Dade Behring. (Once approval is obtained, all similar materials may be
     marked in the same manner without additional approvals.) On advertising,
     promotional, packaging and wrapping material and any other such material
     wherein the Dade Behring Trademarks appear, the initials "TM" or (R) shall
     be used as directed by Dade Behring from time to time in connection with
     the Dade Behring Trademarks.

10.2 At all times during the Term of this Agreement, Packard shall maintain the
     quality standards set forth in this paragraph in connection with its use of
     the Dade Behring Trademarks. Packard shall not use the Dade Behring
     Trademarks other than in connection with the Licensed Products. The
     Licensed Products that bear the Dade Behring Trademarks shall be at least
     equal in quality to comparable unlicensed products as then manufactured and
     marketed by Packard. Dade Behring shall have the right to reasonably modify
     or supplement the quality standards applicable hereunder by providing
     written notice thereof to Packard with the express approval of Packard,
     which approval shall not be unreasonably


                                    Page 18
<PAGE>

     withheld under the circumstances. Packard shall promptly furnish to Dade
     Behring, without cost, any samples of advertisements or other then existing
     uses of the Dade Behring Trademarks requested by Dade Behring. Dade Behring
     also shall have the right to inspect the Licensed Products and Packard's
     facilities and business operations to determine their conformity with the
     quality standards set forth herein. Technical meetings to address mutually
     important issues are to be held on an "as needed" basis.

10.3 Goodwill derived through use of the Dade Behring Trademarks inures to the
     benefit of Dade Behring. Packard recognizes the great value of the
     publicity and goodwill associated with the Dade Behring Trademarks and, in
     such connection, acknowledges that such goodwill, and all rights in the
     Dade Behring Trademarks, exclusively belong to Dade Behring. Packard
     further recognizes and acknowledges that a breach by Packard of any of its
     covenants, agreements or undertakings with regard to the Dade Behring
     Trademarks may cause Dade Behring irreparable damage, which cannot be
     readily remedied in damages in an action at law, and may in addition
     thereto, constitute an infringement of the Dade Behring Trademarks thereby
     entitling Dade Behring to immediate injunctive relief relative to products
     bearing the Dade Behring Trademarks, costs and reasonable attorneys' fees.

10.4 During the term hereof, Packard agrees that:

          (a) It will not attack the title of Dade Behring in and to the Dade
          Behring Trademarks, nor will it attack the validity of the trademark
          license granted hereunder;

          (b) It will not misuse the Dade Behring Trademarks;

          (c) It will manufacture, sell and distribute the Licensed Products
          that bear the Dade Berhing Trademarks in an ethical manner and in
          accordance with the terms and intent of this License Agreement;

          (d) It will not create any expenses chargeable to Dade Behring without
          the prior written consent of Dade Behring; and

          (e) It will comply with all laws and regulations relating or
          pertaining to this License Agreement or to the manufacture, sale,
          advertising or use of the Licensed Products; maintain the quality and
          standards required by this License Agreement; and comply with all
          requirements and regulations of any regulatory agencies which have
          jurisdiction over the Licensed Products.

10.5 Registration and any other protection for the Dade Behring Trademarks shall
     only be obtained by Dade Behring in its name and at its expense. Packard
     shall furnish


                                    Page 19
<PAGE>

     to Dade Behring at its request any information about, and specimens
     illustrative of, the manner of use of the Dade Behring Trademarks by
     Packard. All use of the Dade Behring Trademarks by Packard and its
     Affiliates shall inure to the benefit of Dade Behring. Enforcement of the
     Dade Behring Trademarks by the institution of litigation or otherwise shall
     be in the sole discretion of Dade Behring, but Packard shall cooperate with
     Dade Behring by providing documentary evidence, employee testimony or the
     like in any enforcement action undertaken by Dade Behring. Dade Behring
     shall reimburse Packard for any out of pocket expenses incurred by Packard
     with regard to such cooperation. Packard shall notify Dade Behring in the
     event that Packard obtains information related to infringement of the Dade
     Behring Trademarks.

XI.  GENERAL

11.1 This Agreement shall be binding upon the parties' respective successors and
     permitted assigns. Neither party may assign this Agreement or any of its
     rights or obligations hereunder without the prior written consent of the
     other party (not to be unreasonably withheld), and any such attempted
     assignment shall be void; provided, that either party shall assign this
     Agreement as part of a merger or consolidation in which the surviving
     entity assumes all of such party's rights and obligations hereunder to such
     surviving entity and that either party shall assign this Agreement upon the
     sale of substantially all of the assets of such party to which this
     Agreement relates to the purchaser of such assets.

11.2 Any notice required or permitted to be given by this Agreement shall be
     given postpaid by first class, registered or certified mail, or by courier,
     properly addressed to the other Parties at the respective address(es) as
     shown below:

     If to PACKARD
     Packard Instrument Company, Inc.
     800 Research Parkway
     Meriden, CT  06450
     Attention: President

     with a copy to:
     Packard Instrument Company, Inc.
     800 Research Parkway
     Meriden, CT  06450
     Attention: Legal Department

     If to BEHRING:
     President, Microbiology
     Dade BEHRING, Inc.
     1717 Deerfield Road,
     Deerfield, Illinois 60015 U.S.A.


                                    Page 20
<PAGE>

     with a copy to:

     General Counsel
     Dade Behring Inc.
     1717 Deerfield Road
     Deerfield, Illinois 60015 U.S.A.

     Any Party may change its address(es) by providing notice to the other
     Parties. Unless otherwise specified herein, any notice given in accordance
     with the foregoing shall be deemed given within four (4) full business days
     after the day of mailing, or one full business day after the date of
     delivery to the courier, as the case will be.

11.3 This Agreement, the Supply Agreement, and the Sublicense Agreement
     constitute the entire agreement between the Parties as to the subject
     matter hereof, and all prior negotiations, representations, agreements and
     understandings are merged into, extinguished by and completely expressed by
     it. This Agreement, the Supply Agreement, and the Sublicense Agreement may
     be modified or amended only by a writing executed by authorized officers of
     each of the Parties.

11.4 This Agreement and its effects are subject to and shall be construed and
     enforced in accordance with the laws of the State of Delaware, U.S.A.,
     except as to any issue which depends upon the validity, scope or
     enforceability of any patent, which issue shall be determined in accordance
     with the applicable patent laws of the United States or the subject foreign
     country. The Parties agree that the exclusive jurisdiction and venue for
     any dispute or controversy arising from the Agreement shall be in the
     United States District Court for the District of Delaware if federal
     jurisdiction exists, and if no federal jurisdiction exists, then in the
     state courts of Delaware.

11.5 Nothing in this Agreement shall be construed so as to require the
     commission of any act contrary to law, and wherever there is any conflict
     between any provision of this Agreement or concerning the legal right of
     the Parties to enter into this Agreement and any statute, law, ordinance or
     treaty, the latter shall prevail, but in such event the affected provisions
     of the Agreement shall be curtailed and limited only to the extent
     necessary to bring it within the applicable legal requirements.

11.6 Should any provision of this Agreement be or become invalid, then the
     Parties hereto shall modify such invalid provision to render it valid and
     such that its economic effect comes as close as possible to that of the
     invalid provision. In any event, all other provisions of this Agreement
     shall be deemed valid and enforceable to the full extent possible.

11.7 The failure of any Party to take action for non-performance or for any
     breach of this Agreement shall not be construed as a general waiver or
     relinquishment of any such term or condition, or of the right to enforce or
     take advantage of the same in respect of any breach or non-observance
     thereof, either original or recurring.


                                    Page 21
<PAGE>

IN WITNESS WHEREOF, the undersigned parties, acting through their duly
authorized representatives, have executed this Agreement in multiple
counterparts.

                           DADE BEHRING INC.

                           By: /s/ Friedhelm Blobel
                              -------------------------------
                           Name: Friedhelm Blobel
                           Title: Executive Vice President
                           Date: 12/7/98


                           PACKARD INSTRUMENT COMPANY, INC.

                           By: /s/ Richard McKernan
                              -------------------------------
                           Name: Richard McKernan
                           Title: President
                           Date: 12/7/98




                                Page 22