EXCLUSIVE DISTRIBUTION AGREEMENT

                        made on this 8th day, July, 2004

By and among:     Memorand Management (1998) Ltd.
                  a company duly incorporated and existing
                  under the laws of the State of Israel
                  of 52 Betzalel St., Ramat Gan 52521, Israel
                  (hereinafter: "Distributor")
                                                                    on one part;

and:              SALIVA DIAGNOSTIC SYSTEMS, INC..
                  a company duly incorporated and existing under the
                  laws of the State of Delaware
                  of 2294 Nostrand Avenue
                  Brooklyn, NY 11210
                  (hereinafter: "SDS")
                                                                 on second part;

Whereas:          SDS warrants and represents that it has developed a device for
                  rapid test for HIV, known as "HemaStrip" and its accessories,
                  as more fully detailed in Appendix A hereto (the "Product"),
                  and has all the rights in and titles to the products and its
                  manufacturing, including all intellectual property rights;

and whereas:      The parties desire that SDS grant the Distributor the
                  exclusive right to act as the sole and exclusive distributor
                  for the marketing of the Product in the Territories, as
                  defined hereunder, at the terms and conditions set forth in
                  this Agreement;

In light of the foregoing, the parties have declared, stipulated and agreed as
follows:

1. Recital, Appendices and Headings:

      1.1.  The recital to the present Agreement, and the Appendices hereto, are
            integral parts thereof.

      1.2.  The headings of the Agreement have been included for purposes of
            convenience only, and may not be used for interpretation of the
            Agreement.

2. Exclusive Distribution Rights:

      2.1.  SDS hereby appoints the Distributor as its sole and exclusive
            distributor for the marketing of the Product in the Territories, as
            defined in Clause 2.4 below, all at the terms set out hereunder. The
            Distributor shall have the exclusive rights to sell, market and
            distribute the Product to any medical facility, governmental or
            municipal authority, army, and/or any other entity or person in the
            Territories, at the Distributor's sole discretion, provided such
            distribution does not conflict with any applicable local laws.

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                                       2


      2.2.  SDS undertakes to sell the Product in the Territories only to the
            Distributor, and not to sell the Product in the Territories to any
            person other than the Distributor, without obtaining the
            Distributor's prior written consent thereto. In addition, SDS
            undertakes not to market, distribute or sell the Products to any
            third party which will sell or distribute the Products in the
            Territories.

      2.3.  It is hereby explicitly agreed that the Distributor shall act
            through its affiliates and use sub-distributors in each of the
            Territories, with SDS' consent regarding the sub-distributors, which
            shall not be unreasonably withheld, for the implementation of this
            agreement.

      2.4.  "The Territories" shall mean, for the purposes of this Agreement,
            the following territories: Russia, each of the CIS countries
            (Commonwealth of Independent States), South Africa, Angola, Namibia,
            Botswana, Democratic Republic of Congo, Zambia, Tanzania, Ethiopia
            and Kenya (each individually a "Territory").

            The Distributor shall be entitled to waive its exclusive rights
            hereunder in respect of any of the African Territories, by a written
            notice delivered to SDS within 6 months from the date hereof.

      2.5.  SDS hereby grants the Distributor the right of first refusal to have
            the exclusive marketing and distribution rights in the Territories
            for any future products utilizing the technology set forth on
            Appendix A it may develop, directly and/or through any affiliate,
            and the terms of this Agreement shall apply to any such future
            products.

3.    Warranties and Representation of SDS:

      3.1.  Without prejudice to anything in the recital to this Agreement, SDS
            warrants and represents to the Distributor, acknowledging and
            confirming that the Distributor is relying on such warranties and
            representations in entering into this Agreement, that:
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                                       3


           3.1.1. SDS is a corporation duly continued and validly existing
                  under the laws of the State of Delaware and is duly qualified
                  to execute, deliver and perform any of its obligations under
                  this Agreement.

           3.1.2. SDS has all necessary licenses, permits, approvals, consents,
                  certificates, registrations and authorizations, to manufacture
                  sell and distribute the Product outside the United States,
                  including a license from the USFDA ("Licenses"), and the
                  Licenses are validly existing and in good standing. None of
                  the Licenses contain any burdensome term, provision, condition
                  or limitation, which has or may have a materially adverse
                  effect on the implementation of this Agreement. SDS undertakes
                  to obtain extension of the term and validity of all Licenses,
                  for the full term of this Agreement.

           3.1.3. SDS solely holds title to all rights and titles, including
                  patent rights as described in Appendix D hereto, and all other
                  intellectual property rights in connection with the Product,
                  which rights are owned free and clear from any mortgage,
                  pledge, cession, lien or other encumbrance or security of any
                  kind or any other third party's right.

           3.1.4. SDS is the owner of, and the holder of title to all the
                  rights in all the manufacturing equipment and technical
                  know-how relating to the manufacturing of the Products, which
                  rights are owned free and clear from any mortgage, pledge,
                  cession, lien or other encumbrance or security of any kind or
                  any other third party's right.

           3.1.5. The execution, delivery and the performance by SDS of its
                  obligations hereunder, and compliance with the terms,
                  conditions and provisions of this Agreement, will not conflict
                  with, or result in a breach of, any of the terms or conditions
                  of: (i) the constituting documents or by-laws of SDS, (ii) any
                  applicable law, statute, rule or regulation of any
                  governmental entity, (iii) any contractual restriction binding
                  on or affecting it or its assets and properties, or (iv) any
                  judgment, injunction, determination or award which is binding
                  on it.

           3.1.6. The execution of this Agreement by SDS and the performance of
                  its obligations hereunder, have been duly authorized by all
                  necessary corporate action.
<PAGE>
                                       4


           3.1.7. Except as explicitly provided herein, no authorization,
                  consent, approval, registration, qualification, designation,
                  declaration or filing with any governmental entity or other
                  person, is or was necessary in connection with the execution,
                  delivery and performance of any of the obligations of SDS
                  under this Agreement.

           3.1.8. To the knowledge of SDS, no law, rule or regulation have been
                  enacted, promulgated, applied or proposed, which may challenge
                  the validity or propriety of the transaction contemplated
                  hereunder, or which questions, or may question, the validity
                  of any action taken or to be taken by SDS pursuant to or in
                  connection with this Agreement.

4.    Warranties and Representations of the Distributor:

      4.1.  The Distributor, as at the date of this Agreement, warrants and
            represents to SDS that it is a corporation duly continued and
            validly existing under the laws of the State of Israel, and has all
            requisite corporate power and authority to execute, deliver and
            perform any of its obligations under this Agreement.

5.    Duties of the Distributor:

      5.1.  The Distributor shall, under the terms of this Agreement in order to
            assist SDS in its coordination of sales and delivery, provide SDS
            with quarterly forecasts with the Distributor's requirements for the
            Product, which forecasts shall not constitute a binding purchase
            order of the Distributor. Additionally, the Distributor shall:

           5.1.1. Provide SDS with reports on a quarterly basis regarding sales
                  activity, distribution partners and other arrangements that
                  the Distributor is making to promote the Product.

           5.1.2. At the Distributor's sole expense, obtain all licenses,
                  permits, approvals and other governmental authorizations, and
                  make all filings, notifications and registrations
                  (collectively "Authorizations and Registrations") will all
                  governmental agencies necessary or appropriate for the
                  distribution and sale of the Product by the Distributor and
                  its sub-distributors, and use by the Distributor and its
                  sub-distributors and their customers, of the Product in the
                  Territories.

           5.1.3. Undertake all reasonable means, measures and efforts and
                  implement policies and procedures to ensure that the Products
                  sold to the Distributor by SDS are not sold for resale outside
                  the Territories by the Distributor, its agents, affiliates
                  and/or consultants.
<PAGE>
                                       5


           5.1.4. Subject to the laws and regulations applicable in each of the
                  Territories, the Distributor shall obtain registration of the
                  Product in each of the Territories in the name of the
                  Distributor and/or its respective subsidiary in such
                  Territories. In the event that SDS shall request additional
                  registration of the Product (i) in its name, and/or (ii) in
                  the name of any other distributor in the event that the
                  Distributor does not meet the Minimum Purchases hereunder;
                  then SDS or such distributor ,as the case may be, shall solely
                  bear all the expenses associated with the registration of the
                  Product.

                  In the event that the Distributor does not meet the Minimum
                  Purchases for a certain Territory, it will not impede other
                  distributors appointed by SDS from registration of the Product
                  in their name in such Territory

           5.1.5. In order to maintain the exclusive rights granted in this
                  Agreement, meet the minimum annual purchases set forth in
                  Appendix B hereto ("Minimum Purchases"). In the event that the
                  Distributor does not meet such Minimum Purchases, SDS will be
                  allowed to appoint additional distributors in such Territory.
                  In such case, the right of the Distributor to continue as a
                  non-exclusive distributor shall be decided at the sole
                  discretion of SDS. This provision is subject to clause 7
                  below.

           5.1.6. Refrain from entering into any contract or other arrangement
                  with any other party for the sale, marketing, or distribution
                  of any products in the Territories that are competitive to the
                  Product during the term of this Agreement.

           5.1.7. Not to divulge any information with respect to SDS operations
                  except as may be necessary to carry out its activities under
                  this Agreement. This obligation shall survive the termination
                  or expiration of this Agreement.
<PAGE>
                                       6


6.    Assistance by SDS:

      6.1.  SDS shall furnish the Distributor, free of charge, all relevant
            material related to the Product, such as data sheets, brochures,
            related scientific material and application instructions.

      6.2.  Without prejudice to the generality of clause 6.1 above, SDS
            undertakes to provide at its own cost to the Distributor any and all
            information reasonably required in order to obtain the
            Authorizations and Registration and all other necessary licenses,
            permits and approvals, including scientific, technical, legal and
            other information, and SDS shall use its best endeavors to otherwise
            assist the Distributor is obtaining the Authorizations and
            Registration, as shall be requested by the Distributor.

      6.3.  SDS shall, at all reasonable times, at the request of the
            Distributor, advise and consult the Distributor in all matters
            concerning the application and eventual use of the Product, its
            manufacturing, promotion and marketing. In the event such
            consultation takes place outside the State of New York, Distributor
            shall bear the reasonable travel expenses of SDS or its personnel.

7.    Purchase Orders:

      7.1.  The Distributor undertakes that it shall place the first order of
            Products from SDS by the end of 6 months from the date of signature
            hereof, and that during the following 12 months (the "First Year")
            the total orders shall meet the annual Minimum Purchases according
            to Appendix B hereto. Following the First Year, the total orders
            placed during each subsequent 6 month period, shall meet at least
            50% of the Minimum Purchases according to Appendix B hereto.

      7.2.  Notwithstanding the provision of clause 7.1 above, in the event the
            Distributor does not place the first order for a certain Territory
            by the end of 6 months from the date hereof, however the Distributor
            notifying SDS in writing that it is close to obtaining the
            Authorization and Registration for such Territory, then the time
            frame to place the first order shall be extended by 90 days (i.e.
            the Distributor shall be obliged to place the first order within 9
            months from the date hereof). For the purpose of this Article 7, an
            order shall be deemed placed if delivery is to occur within 60 days
            after the order is placed.
<PAGE>
                                       7


8.    Indemnity and Warranty:

      8.1.  SDS warrants that, to the best of the knowledge of its directors and
            officers, in manufacturing and/or supplying the Product, it has not
            infringed any third party's rights, including without limitation any
            intellectual property rights, patent rights, copyrights, trade
            marks, etc., and SDS undertakes to hold the Distributor harmless and
            to indemnify it against any claim or demand submitted against it by
            any third party in respect of an infringement of any such third
            party's rights. SDS either owns or licenses all of the Patents
            listed on Appendix D, and has the exclusive right to grant licenses
            and sublicenses therefore without the consent or approval of any
            Third Party. SDS shall be exclusively liable and responsible towards
            the Distributor and its affiliates and sub-distributors in
            connection with any claim, suit or demand brought against the
            Distributor alleging that any of the Products infringes proprietary
            rights or other intellectual property rights of any third party.

      8.2.  SDS makes no warranty of any kind, express or implied, except that
            the goods sold hereunder are merchantable and fit for the purpose
            set forth in the literature accompanying such Product when
            transported, stored and utilized by Distributor under atmospheric,
            transportation and storage conditions set forth in such literature.
            The buyer assumes all risk and liability resulting from the use of
            the material, whether used singly or in combination with other
            products. SDS shall in no way be responsible for their proper use
            and service.

            SDS shall in no way be deemed or held to be obligated, liable or
            accountable upon or under any guarantees or warranties, express or
            implied, whether by operation of law or otherwise, in any manner or
            form beyond the express agreements herein set forth and under no
            circumstances shall SDS be liable for special, indirect or
            consequential damages, unless such damages arise from a Defective
            Product as defined in Section 9.1.

      8.3.  SDS undertakes to indemnify, defend and hold harmless the
            Distributor from and against any and all damages, liabilities, costs
            and expenses (including reasonable fees of counsel and other
            professionals) incurred by the Distributor, in relation with the use
            of and/or infringement by the Products distributed by the
            Distributor, solely as specified in Clause 8.2 above, provided
            however that: (i) the Distributor shall notify SDS in writing of any
            such claim, proceeding or investigation, and (ii) the Distributor
            shall cooperate in the handling of any such claim, proceeding or
            investigation. SDS will reimburse the Distributor for all reasonable
            out-of-pocket expenses incurred, at its request, in connection with
            the above.
<PAGE>
                                       8


      8.4.  SDS shall have the option, at its own expense, to carry out the sole
            management and defense of such claims or suits, and will provide
            attorneys acceptable to the Distributor, to defend against such
            claim, proceeding or investigation. In such event, the Distributor
            shall also have the right but not the obligation to be represented
            with respect to any such claim by counsel of its own selection, at
            its own expense.

      8.5.  SDS shall not settle any dispute with respect to the abovementioned
            without the prior written consent of the Distributor, which shall
            not be unreasonably withheld.

      8.6.  The Distributor warrants that it will abide by all local rules and
            regulations in each Territory in which it sells the Product.

      8.7.  The Distributor shall instruct its affiliates, sub-distributors (if
            appropriate) and customers to store and handle the Product in
            accordance with the specifications of SDS.

      8.8.  The Distributor shall not grant any warranty to any third party
            which exceeds the warranty granted herein, .This warranty is in lieu
            of all other warranties, express or implied, regarding the Product,
            including the implied warranties of merchantability and fitness for
            a particular purpose.

      8.9.  The provisions of this clause 8 shall survive termination hereof.

9.    Defective, Expired and Returned Products:

      9.1.  SDS guarantees that the Product will comply with the warranty set
            forth in Section 8.2 hereof within USFDA manufacturing tolerances
            for the Product, and will be liable towards the Distributors, its
            affiliates, sub-distributors for losses or damages sustained by them
            as a result of any Product not in compliance with said warranty and
            not within USFDA manufacturing tolerances for the Product.(whether
            such defects or vices are latent or not) (the "Defective Products").

      9.2.  In case of any Defective Product, the Distributor shall inform SDS
            thereof following discovery of the said imperfection or defect.
<PAGE>
                                       9


      9.3.  The Distributor will notify SDS, within fifteen (15) days from the
            beginning of each calendar quarter of any Products sold by the
            Distributor or the sub-distributors to customers in the Territories,
            which have been returned to the Distributor or the sub-distributors
            by their purchasers (the "Returned Products") during the precedent
            calendar quarter, for any reason whatsoever.

      9.4.  The Distributor may choose to require from SDS to fully credit the
            Distributor or the sub-distributors, as applicable, for the
            Defective Products.

      9.5.  The Distributor shall act with regards to the Defective Products, in
            accordance with the written instructions of SDS. In case SDS shall
            instruct the Distributor to dispose of any or all of the Defective
            Products, the Distributor shall perform the disposal thereof at the
            cost of SDS, and according to SDS instructions, as well as any
            government regulations or instructions of any competent authority,
            if existing.

      9.6.  SDS shall maintain, throughout the term of this Agreement, and as
            may be extended from time to time, customary professional and
            product liability insurance for reasonable amounts, and shall
            provide to the Distributor copy of such insurance policies and
            evidence of premium payment for the same.

      9.7.  The provisions of this clause 9.1 will survive the termination
            hereof.

10.   Product Service and Recall:

      10.1. The Distributor shall deliver to SDS, in writing, details of any
            material complaint received and relating to the Products in the
            Territories.

      10.2. The Distributor hereby undertakes to fully cooperate with SDS,
            and/or with any third party indicated by SDS, including government
            agencies, in conducting any recall ordered by a government agency or
            by SDS, of any of the Products (the "Recall").

      10.3. SDS hereby undertakes to bear and pay all reasonable costs and
            expenses incurred by the Distributor and by the sub-distributor with
            regard to such recall.
<PAGE>
                                       10


11.   Consideration:

      11.1. The consideration payable to SDS for the Products purchased by the
            Distributor, shall be in accordance with the price list attached as
            Appendix C hereto ("the Consideration").

      11.2. The payment of the Consideration shall be effected by way of wire
            transfer by the Distributor to SDS within 30 days after the Products
            were delivered to the Distributor, in respect of any certain
            purchase order.

      11.3. The payment of the Consideration will be guaranteed by the parent
            company of the Distributor, Memeorand Ltd., subject to SDS's consent
            which shall not be unreasonably withheld. SDS shall give the
            Distributor a credit line of USD 3,000,000.00. The Guarantee shall
            be in the Form annexed hereto as Appendix E.

12.   Delivery of the Product:

      12.1. SDS undertakes to deliver the Products to the port in the
            Territories as the Distributor shall instruct at the cost of SDS, by
            proper means of marine transportation and at the appropriate
            conditions which will allow their proper maintenance and storage for
            a reasonable period of time.

      12.2. SDS shall be liable for any and all damages to the Products until
            delivery to the port in the Territories.

      12.3. All costs and expenses in connection with the Product until the
            Delivery of the Product to the port in the Territories shall be
            borne by SDS, and thereafter shall be borne by the Distributor; it
            being understood that any additional costs of transportation for
            "rush' or other special shipments shall be at the expense of
            Distributor.

      12.4. Distributor shall bear all customs and import duties in respect of
            the Product and shall arrange for customs clearance at port of
            delivery.

      12.5. It is being clarified that the packaging of the Product shall be
            done in the United States by SDS, at its own cost, however it is
            understood that the costs relating to translation of the inscription
            of the packages and the accompanying material shall be borne by the
            Distributor.
<PAGE>
                                       11


13.   Term:

      13.1. This Agreement shall commence from the date of the signature hereof
            by all the parties hereto, for a period of 5 (five) years.

      13.2. Subject to the Distributor meeting the Minimum Purchases, as
            required herein, the Distributor shall have the option to extend the
            term of this Agreement by consecutive 1 year periods, to be
            exercised by a written notice to SDS 60 (sixty) days prior to the
            end of the term.

      13.3. The Distributor shall have the right, at its sole discretion, to
            terminate this Agreement at any time, by a 6 (six) months' prior
            written notice to SDS.

      13.4. The termination of the Agreement shall not effect the rights and
            obligations of the parties, which have not been fulfilled as at the
            termination of this Agreement, which shall remain in full force and
            effect and survive the termination hereof.

14.   Compensation:

      14.1. Without prejudice to any other obligation of SDS hereunder, any the
            remedies available to the Distributor under applicable laws and/or
            this Agreement, in the event that in respect of any Territory SDS
            either (i) denies from the Distributor the exclusivity granted
            hereunder, (ii) unlawfully terminates this Agreement. (iii) grants
            any other person any right to sell or distribute the product in such
            Territory (save as explicitly agreed hereunder), or (iv) sell or
            distributes the Product in the Territory itself, directly or
            indirectly, then SDS shall pay to the Distributor, as agreed and
            prevalued compensation, a sum equal to the price on Appendix C of
            the Minimum Purchase for 2 years, in respect of such Territory.

      14.2. The provisions of this clause 14 shall survive termination hereof.

15.   Assignment:

      15.1. Subject to Article 2.3 above, it is hereby agreed that the
            Distributor shall not be entitled to assign any of its rights and
            obligations hereunder, without the prior written consent of SDS,
            save for assignment to the Distributor's Affiliates.
<PAGE>
                                       12


      15.2. SDS shall be entitled to transfer its rights and obligations
            hereunder to a a Subsidiary or a third party, provided that such
            third party undertakes to be bound by the terms of this Agreement.

16.   Force Majeure:

      16.1. It is agreed that neither party shall be liable for delay or failure
            to perform its obligations hereunder due to intervention of a force
            majeure event, and the dates set in this Agreement shall be
            postponed for the period the force majeure circumstances apply. For
            the purposes of this Agreement force majeure covers any contingency
            beyond a Party's control, including but not limited to acts of God,
            fires, floods, earthquakes, acts of war, acts of terror, sabotage,
            civil riots or disputes, governmental laws, ordinances, rules or
            regulations, limitations and decrees by state authorities, strikes
            and other forms of workers protests,

      16.2. The party failing to perform its obligations under this Agreement
            due to a Force Majeure event shall promptly notify in writing the
            other party upon occurrence of such Force Majeure Event and provide
            supporting documentation/information. The party being notified such
            Force Majeure Event shall have the right to terminate this Agreement
            in case the Force Majeure Event notified to it by the other Party
            lasts for more than 3 (three) months.

17.   Confidentiality and Non-Competition:

      17.1. Each of the parties undertakes to maintain in complete confidence,
            without time limitation, any information which was and/or shall be
            brought to their knowledge, in all matters connected, concerned
            and/or pertaining to the parties and to this Agreement, including,
            without limitation, any financial, commercial and technical
            information, customer lists, trade secrets, and any other
            information, whether in written form, electronic form or otherwise
            (the "Confidential Information").

      17.2. The aforesaid obligation shall not apply in respect of Confidential
            Information and other documentation and/or information which: (i) at
            the time of disclosure, is in the public domain; or (ii) after
            disclosure becomes a part of the public domain through no act or
            omission in breach of this Agreement by any of the parties and/or
            anyone on his behalf; or (iii) was rightfully in the possession of
            such party prior to disclosure by the other parties; or (iv) the
            party is under a legal duty, by any law, to disclose it to third
            parties.
<PAGE>
                                       13


      17.3. Notwithstanding the aforesaid in Clause 17.1 and 17.2, it is agreed
            that the Distributor shall be entitled to disclose such Confidential
            Information as shall be required to obtain all the import licenses,
            permits and approval required for the implementation hereof and SDS
            shall be entitled to disclose and file such information as is
            required by applicable laws and regulations..

      17.4. The provisions of this clause 17 shall survive termination hereof.

18.   Law and Arbitration:

      18.1. This Agreement shall be governed by and construed in accordance with
            the laws of England, without giving effect to its conflicts of laws
            provisions.

      18.2. Any conflict, disagreement or dispute between the parties arising
            out of or in connection with this Agreement, including any question
            regarding its existence, validity or termination, shall be settled
            amicably within 15 days from the date of first written approach of a
            party to the other party, and if not settled amicably, shall be
            referred to and finally resolved by arbitration before the London
            Court of International Arbitration (LCIA), under its rules, which
            rules are deemed to be incorporated by reference into this clause.

            The number of arbiters shall be one. The seat, or legal place, of
            the arbitration shall be London, UK, and the language to be used in
            the arbitral proceedings shall be English.

            The arbitration award shall be final and binding upon the parties.

19.   Notices:

      All notices, requests, demands or other communications to or upon the
      parties shall be made to the parties by mail or by hand at the addresses
      and facsimile numbers set forth above, or given in writing from time to
      time by a party, and shall be deemed to have been given or made within 5
      (five) days after being posted by express courier, unless delivered by
      hand, in which case it shall be deemed to have been given or made at the
      time of delivery, or if transmitted by facsimile or e-mail - at the second
      business day following their transmission. A copy of any notice given
      shall be simultaneously delivered ;

      If to Distributor:

      Yitzhak Poran, Law Offices
      Century Tower,    15th Floor
      124  Ibn  Gvirol  St.
      Tel Aviv
      62038,  Israel
      Tel: 972-3-5238388
      Fax: 972-3-5290022
      E-mail: lpbm-law@zahav.net.il
<PAGE>
                                       14


      If to SDS;

      SAMUEL M. KRIEGER, ESQ.
      Krieger & Prager LLP
      39 Broadway, Suite 1440
      New York, NY 10006
      Tel:(212)363-2900
      Fax: (212) 363-2999
      skrieger@kplawfirm.com

20.   Miscellaneous:

      20.1. Any reputation gained as consequence of the distribution and
            marketing of the Products by the Distributor, shall be proprietary
            to the Distributor, save as otherwise mutually agreed by the
            parties.

      20.2. No Agency or Partnership - The parties hereby agree that no
            partnership or agency between them is created by this Agreement or
            shall arise pursuant to this Agreement.

      20.3. Breach - If either party fails duly to perform or comply with any of
            its obligations under this Agreement, and such failure is not
            remedied within 14 days after the offended party has given the other
            a written notice thereof, then the offended party may, without
            prejudice to the rights it may have hereunder, or any other
            applicable law, by written notice to the other, declare that the
            Agreement is terminated by the offended party forthwith.

      20.4. Costs - Each party shall bear its own costs in connection with the
            preparation of this Agreement.

      20.5. If any provision of this Agreement is held to be unenforceable, then
            such provision shall be excluded from this Agreement and the
            remainder of this Agreement shall be interpreted as if such
            provision was so excluded and shall be enforceable in accordance
            with its terms; Provided, however, that in such event this Agreement
            shall be interpreted so as to give effect, to the greatest extent
            consistent with and permitted by applicable law, to the meaning and
            intention of the excluded provision.
<PAGE>
                                       15


      20.6. This Agreement may be executed in any number of counterparts, and
            any single counterpart or set of counterparts signed, in either
            case, by all the parties hereto shall be deemed to constitute a full
            and original agreement for all purposes.

      20.7. Any change, amendment, waiver, relief, extension or agreement in
            connection with any instruction or provision of this Agreement shall
            be invalid, unless made by a written instrument, signed by all the
            parties.

      In Witness Whereof, the parties have caused this Agreement to be signed,
      by their duly authorized representatives:



-------------------------------             ------------------------------------
Memorand Management (1998) Ltd.             Saliva Diagnostic Systems. Inc.


by:                                         by:
   ----------------------------                ---------------------------------
title:                                      title:
      ----------------------------                ------------------------------