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                         INDEMNIFICATION AGREEMENT

  This Agreement dated August 5, 1996 by and between INVITRO
INTERNATIONAL, a California corporation (the "Company") and DAVID A. REED (the
"Indemnified Party").

  WHEREAS,  the  Indemnified  Party  has  and/or  will  act  as  a 
director,  officer,  employee, financial advisor and/or agent of the Company;
and

  WHEREAS, in consideration of such services, and pursuant to authority of
its Board of Directors, the Company has agreed to enter into this Agreement;

  NOW, THEREFORE, the parties hereto agree as follows:

  1.    The Company hereby agrees to indemnify and hold harmless the
Indemnified Party against any and all losses, claims, damages, judgments,
liabilities or costs, including related attorneys' fees and other costs of
investigation, preparation, defense and providing evidence, whether or not in
connection with litigation in which the Indemnified Party is a party, as and
when such losses, claims, damages, judgments, liabilities or costs are
incurred, which are directly or indirectly caused by, relating to, based upon
or arising out of any act or omission on the part of the Indemnified Party in
his or her capacity as a director, officer, employee, financial advisor or
agent of the Company or in connection with any transactions undertaken as a
result of such relationship, including any actions taken or decisions made as
a director, officer, employee, financial advisor or agent with respect
thereto.  Furthermore, the Company waives its right to bring any claim against
the Indemnified Party in connection with any matter caused by, relating to,
based upon or arising out of any act or omission on the part of the
Indemnified Party in his or her capacity as a director, officer, employee,
financial  advisor or agent of the Company or in connection with any
transactions undertaken as  a result of such relationship, other than any
actions based on the gross negligence or willful misconduct of the Indemnified
Party.

  2.    The Indemnified Party shall promptly notify the Company in writing
of any action or proceeding (including any governmental investigation) brought
or asserted against the Indemnified Party in respect of which indemnity is
sought from the Company hereunder, and (subject to clause (c) below) the
Company shall promptly assume the defense thereof, including the employment of
counsel reasonably satisfactory to the Indemnified Party and the payment of
all fees and expenses incurred in connection with the defense thereof.  The
Indemnified Party shall have the right to employ separate counsel in any such
action and to participate in the defense thereof if (a) the Indemnified  Party
shall pay the fees and expenses of such separate counsel or (b) the Company
shall have failed promptly to assume the defense of such action or proceeding
through counsel reasonably satisfactory to the Indemnified Party or (c) the
named parties to any such action or proceeding (including any impleaded
parties) include both the Indemnified Party and the Company and the
Indemnified Party shall have been advised in writing by counsel that there
maybe one or more legal defenses available to the Indemnified Party which are
different from or additional to those available to the Company, in which case









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the Indemnified Party may elect in writing to employ separate counsel at the
expense of the Company (after which the Company shall not have the right to
defense of such action or proceeding on behalf of such Indemnified Party), it
being understood, however, that the Company shall not, in connection with any
one such action or proceeding or separate but substantially similar or related
actions or proceedings in the same jurisdiction arising out of the same
general allegations or circumstances, be liable for the fees and expenses of
more than one separate firm of attorneys (together with appropriate local
counsel) at any time, which firm shall be designated by agreement of all
indemnified parties and, if no agreement is reached by the indemnified parties
within 15 days of the filing of the  relevant complaint, by the Company.  The
Company shall not be liable for any settlement of any such action or
proceeding effected without its written consent (which shall not be
unreasonably withheld), but if any such action or proceeding is settled with
its written  consent, the Company agrees to indemnify and hold harmless the
Indemnified Party from and against any loss, claim, damage, or liability (to
the extent stated above) by reason of such settlement or judgment.

  3.    In order to provide for just and equitable contribution, if a
claim for indemnification hereunder is found unenforceable in a final judgment
by a court of competent jurisdiction (not subject to further appeal), even
though the express  provisions hereof provide for indemnification in such
case, then the Company shall contribute to the losses, claims, damages,
judgments, liability or costs to which the Indemnified Parties may be subject
in accordance with the relative benefits received by, and the relative fault
of, the Company in connection with the statements, acts or omissions which
resulted in such losses, claims, damages, judgments, liabilities, or costs.

  4.    These indemnification provisions shall (i) remain operative and in
full force and effect regardless of any termination of the relationship
between the Company and the Indemnified Party; (ii) inure to the benefit of
any successors, assigns, heirs or personal representative of the Indemnified
Party; and (iii) be in addition to any other rights that the Indemnified Party
may have.

  IN WITNESS WHEREAS, this Agreement has been executed by the parties
hereto on the date first written above.

"Company"                  INVITRO INTERNATIONAL


                           By:  /s/ W. Richard Ulmer
                                --------------------------- 
                                W. Richard Ulmer, President


"Indemnified Party"        /s/  David A. Reed
                           --------------------------------
                           DAVID A. REED












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