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                                                                    Exhibit 10.1

THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
REQUEST.  REDACTED MATERIAL IS BRACKETED AND HAS BEEN FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION.


                    AGENCY AND SALES REPRESENTATION AGREEMENT



This serves to record the agreement (the "Agreement"), effective as of February
1, 1997, between Digene Corporation ("Digene") of 9000 Virginia Manor Road,
Beltsville, MD 20705, U.S.A. and Murex Diagnostics Corporation ("Murex") of
White Park House, White Park Road, Bridgetown Barbados (each of Digene and Murex
a "Party" and collectively the "Parties") relating to the consignment inventory
holding, agency arrangements, distribution and sale of the diagnostic products
supplied by Digene as specified in Schedule I hereto (the "Products") or
subsequently added by agreement in writing between the Parties to customers in
those countries specified in Schedule II hereto (the "Territory"). Unless the
context specifically provides otherwise, all currency amounts, including "$",
set forth herein shall refer to United States currency.

1.       Definitions.

         1.1      "Affiliate" shall mean any Person that controls, is controlled
                  by or is under common control with Murex or Digene, as the
                  context may require. For purposes of this definition "control"
                  shall mean: (a) in the case of corporate entities, direct or
                  indirect ownership of at least fifty percent (50%) of the
                  stock or shares entitled to vote for the election of
                  directors; and (b) in the case of non-corporate entities,
                  direct or indirect ownership of at least fifty percent (50%)
                  of the equity interest with the power to direct the management
                  and policies of such non-corporate entities.

         1.2      "Distribution Agreement" shall have the meaning ascribed to
                  such term in Section 3.2 hereof.

         1.3      "Effective Date" shall mean February 1, 1997.

         1.4      "HPV" shall mean Human Papillomavirus.

         1.5      "Net Sales" shall mean, with respect to each Product, the
                  gross amount invoiced on behalf of Digene in connection with
                  sales of Products under this Agreement, expressed in US
                  Dollars, less the sum of the following:

                  1.5.1    sales, tariff duties and/or use or value added taxes
                           actually paid on behalf of customers by Murex or
                           Digene, as the case may be, in


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THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
REQUEST.  REDACTED MATERIAL IS BRACKETED AND HAS BEEN FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION.



                           connection with the manufacture, importation, use or
                           sale of such Product;

                  1.5.2    actual costs of packaging, insurance, freight,
                           storage and transportation paid on behalf of the
                           purchaser;

                  1.5.3    allowances actually made (and not merely reserved or
                           accrued) for any goods which are sold to customers
                           and are spoiled, damaged, outdated or returned after
                           they are shipped by Murex; or

                  1.5.4    refunds or allowances actually made on account of
                           retroactive price reductions.

                  Any Net Sales not expressed in United States dollars shall be
                  converted to such currency using the monthly weighted average
                  exchange rate calculated using the daily exchange rates
                  published in The Wall Street Journal for the period over which
                  such average is calculated.

         1.6      "Nonaffiliate" shall mean any Person that is not an Affiliate
                  of Murex or Digene, or both, as the context may require.

         1.7      "Person" shall mean an individual, a corporation, a
                  partnership, an association, a joint stock company, a trust,
                  any unincorporated organization or a government or political
                  subdivision thereof.

         1.8      "Work With" shall mean to provide reasonable assistance, to
                  consult, to offer advice and to take other reasonable steps
                  designed to help resolve technical or quality or customer
                  problems and to provide a professional, unified image to
                  customers, and timely cooperation in the execution of
                  marketing programs, pricing or policy changes; provided,
                  however, that "Work With" shall not mean incurring any capital
                  expenditure or incurring any expense other than as set forth
                  in this Agreement. For the purposes of this definition, a
                  failure to "Work With" shall include a habitual neglect or
                  failure to perform the activities outlined in this Agreement
                  over a commercially reasonable period of time, failure to act
                  in good faith, on a timely basis at the request of the other
                  Party, or acting in front of customers in a way which is not
                  consistent with the reasonable operating standards of Murex or
                  Digene, as the case may be. A failure to "Work With" must be
                  documented in writing which may include, without limitation,
                  the use of sworn affidavits as documentary evidence of a
                  failure to Work With. The Party receiving any notification of
                  a failure to Work With the other Party shall have sixty (60)
                  days to cure such failure. If such failure is not cured at the
                  end of such 60-day period the notifying Party may terminate
                  this Agreement for cause pursuant to Section 12 hereof.

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THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
REQUEST.  REDACTED MATERIAL IS BRACKETED AND HAS BEEN FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION.




2.       Appointment.

         2.1      Digene hereby appoints Murex in the Territory with effect from
                  February 1, 1997 for the provision of agency services as
                  specified in Section 4 hereto (the "Agency Services") or as
                  subsequently amended by agreement in writing between the
                  Parties.

         2.2      Digene hereby appoints Murex in the Territory with effect from
                  February 1, 1997 for the holding of consignment inventory of
                  Products (the "Inventory Holding Services") and Murex agrees
                  to act in that capacity subject to the terms and conditions
                  set forth in Appendix A, the "Distribution Inventory Holding
                  Agreement", attached hereto and made a part hereof. The
                  Parties agree there shall be a transition period of three (3)
                  months to establish the inventory consignment systems
                  contemplated by this Agreement. In such transition period,
                  Murex will book inventory transactions to credit sales to
                  Digene's account on a monthly basis.

         2.3      Digene hereby appoints Murex in the Territory with effect from
                  February 1, 1997 to provide selling services as specified in
                  Section 6 hereto (the "Selling Services") for the Products and
                  Murex agrees to act in that capacity subject to the terms and
                  conditions as set forth herein.

         2.4      Murex may appoint any of its Affiliates, distributors or
                  agents to undertake some or all of its obligations hereunder
                  and Murex shall ensure that any such Affiliate, distributor or
                  agent abides by all the terms and conditions of this Agreement
                  insofar as they relate to the promotion, sale, distribution or
                  inventory holding of Products in the countries of operation of
                  said Affiliate, distributor or agent.

                  2.4.1    Murex shall provide to Digene a list of all current
                           distributors and agents for the Territory which list
                           is attached hereto as Schedule IV. In the event Murex
                           elects to sub-appoint any other distributor or agent
                           to act on behalf of Murex under any of the
                           appointments set forth in Section 2.1, 2.2 or 2.3
                           above, Murex shall first notify Digene in writing in
                           advance. After such notification, Digene shall have
                           the right to accept or reject Murex's
                           sub-appointment. In the event Digene accepts Murex's
                           sub-appointment, Digene shall have the right to
                           review the agreement or other arrangement between
                           Murex and such distributor or agent in order to
                           confirm that Digene's interests will be protected,
                           and if necessary, in Digene's sole discretion,
                           provide for Digene to enter into an agreement
                           directly with such agent or distributor. In the event
                           Digene enters into an agreement with such distributor
                           or agent, Murex, at Murex's option, will have no
                           obligation

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THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
REQUEST.  REDACTED MATERIAL IS BRACKETED AND HAS BEEN FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION.



                           to provide Agency Services to such distributor or
                           agent as appointed by Digene, but will provide
                           services to Digene, at Digene's cost for expenses
                           pre-approved by Digene, to reasonably support Digene
                           during a transition period. The Parties agree there
                           shall be a transition period of three (3) months to
                           establish the agency and other systems contemplated
                           by this Agreement.

                  2.4.2    In the event Murex elects to sub-appoint an Affiliate
                           to undertake some or all of Murex's obligations
                           hereunder, the Agency Fees payable pursuant to
                           Section 5.2 hereof shall be calculated to reflect the
                           sales of Products from such Affiliate to the
                           third-party end purchaser or to a Nonaffiliate
                           distributor or agent. In the event Murex elects to
                           sub-appoint a Nonaffiliate distributor or agent to
                           undertake some or all of Murex's obligations
                           hereunder, the Agency Fees payable pursuant to
                           Section 5.2 hereof shall be calculated to reflect the
                           sales of Products by Murex to such Nonaffiliate
                           distributor or agent.

                  2.4.3    Provided that such termination does not directly
                           conflict with Murex's written contractual obligations
                           to such distributor or agent as of the Effective Date
                           or obligations pursuant to applicable law, if Digene
                           so chooses, at its sole discretion, Digene may
                           require that Murex terminate a Murex distributor or
                           agent upon 90 days written notice unless Digene and
                           the distributor or agent have agreed in writing to
                           other provisions, in which case, those provisions
                           will prevail. In the case of such a termination or
                           election not to accept a Murex agent or distributor,
                           no Agency Fees (as defined in Section 5.2 hereof)
                           will be due to Murex for servicing such distributor
                           or agent and Murex will have no obligation to provide
                           Agency Services to such distributor or agent as
                           appointed by Digene, but will provide services to
                           Digene, at Digene's cost, for expenses pre-approved
                           by Digene to reasonably support Digene during a
                           transition period. Any termination pursuant to this
                           Section 2.4.3 will not reduce the Selling Services
                           fees payable in the then current budget year as
                           determined in accordance with Section 8.4 hereof.

         2.5      Murex and Digene will create an Operating Committee which will
                  be responsible for: reviewing the overall business status of
                  the Parties with respect to this Agreement; resolving
                  operating issues which may develop from time to time;
                  finalizing and agreeing to program budgets; and approving
                  specific Standard Operating Procedures ("SOP's") for the
                  operation of the Agency Services, the Inventory Holding
                  Services and the Selling Services. The Operating Committee
                  shall initially consist of R. Peter Silveston and Lynwood
                  Bell, on behalf of Murex, and Evan Jones and Charles M.

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THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
REQUEST.  REDACTED MATERIAL IS BRACKETED AND HAS BEEN FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION.



                  Fleischman, on behalf of Digene. Any additional replacement
                  members of the Operating Committee will hold positions of
                  similar stature or responsibility with the Parties. The
                  Operating Committee shall also invite other Murex and/or
                  Digene representatives to participate, as necessary in any
                  meetings of the Operating Committee. The Operating Committee
                  shall meet either in person or by telephonic means at least
                  twice per year. The Parties will Work With each other in the
                  good faith implementation of this Agreement.

3.       Exclusivity and Non-Competition.

         3.1      The appointment of Murex to provide Agency Services and
                  Inventory Holding Services set forth in Section 2.1 and 2.2
                  shall be exclusive for all Products sold or distributed in the
                  Territory. Such agency appointments shall not be subject to
                  revocation separate from termination of this Agreement.

         3.2      Murex agrees that during the term of this Agreement, Murex
                  shall not Compete with Digene. Murex shall have the right to
                  distribute, sell or sublicense the products of any
                  manufacturer or internally developed or acquired products
                  provided that such other products are not similar to or
                  competitive with the Products designated as exclusive Products
                  on Schedule I attached hereto or New Products (as defined
                  herein) and provided Murex does not Compete with Digene.
                  Without limitation of the foregoing, for purposes of this
                  Agreement, Murex shall not be deemed to Compete with Digene if
                  it engages in the research, development, sale or other
                  distribution of any non-HPV antibody or antigen detection
                  products or any multi-parameter drug resistance products in
                  the Inno-LiPA(TM) format. Except as provided in the preceding
                  two sentences, for purposes of this Agreement, Murex shall be
                  deemed to "Compete" with Digene if Murex, any of its
                  Affiliates, parent companies or respective agents begins
                  research and development of or commences the distribution or
                  sale of a DNA or RNA probe assay or other DNA or RNA based
                  product for detection of HPV or chlamydia or gonorrhea or
                  microtiter plate assay for detection of amplication reaction
                  products which is based on the SHARP Signal(TM)system assay
                  format or improvements to such a system previously disclosed
                  by Digene to Murex, any of its Affiliates or agents, assays
                  based on Digene Confidential Information, Patent Rights (such
                  terms as defined in the 1994 Development and License Agreement
                  dated May 31, 1994) or any pending patent claimed by Digene
                  and filed by Digene as of the date of the Distribution
                  Agreement between Digene and Murex Biotech Limited dated
                  February 28, 1996 (the "Distribution Agreement"), and detailed
                  in Exhibit G of the Distribution Agreement, incorporated
                  herein by reference, or any product based in any respect upon
                  Digene's Hybrid Capture(TM), SHARP Signal or Digene's
                  proprietary Hybrid Capture assay detection formats.

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THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
REQUEST.  REDACTED MATERIAL IS BRACKETED AND HAS BEEN FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION.




4.       Responsibilities of Murex for Provision of Agency Services. Murex shall
         provide the following Agency Services to Digene:

         4.1      Subject to Section 4.2, Murex shall accept orders from
                  customers and supply Products to customers at Digene's CIP
                  country list prices. During the set-up period, Digene shall
                  review with Murex such country list prices then in effect.
                  Digene reserves the right to increase such prices twice per
                  calendar year. As soon as possible but in no event later than
                  three (3) months from the Effective Date, Murex shall raise
                  invoices on Digene-headed stationery for Products supplied to
                  customers. Digene may add new products ("New Products") to
                  Schedule I of this Agreement, subject to Murex's consent,
                  which consent shall not be unreasonably withheld. Digene may
                  withdraw Products from Schedule I, subject to Murex's consent,
                  which consent shall not be unreasonably withheld. Digene, in
                  its sole discretion, may withdraw New Products from Schedule I
                  at any time. Notwithstanding the foregoing, the Parties
                  recognize that tenders, tender offers or other contracts exist
                  as of the Effective Date in the name of Murex or Murex
                  Affiliates in the Territory and that future supply of Products
                  under such tenders, tender offers or other contracts shall be
                  made on Murex invoices where legally required.

         4.2      Where Murex is providing Selling Services as detailed in
                  Section 6 of this Agreement and subject to specific
                  instructions received from Digene from time to time giving
                  details of the Digene discount structures to be applied to
                  Products sold in the Territory, Murex shall be free to apply
                  discounts to Digene's CIP country list prices utilizing
                  similar rules as Murex applies to its own products.

         4.3      Where Murex is providing Selling Services as detailed in
                  Section 6 of this Agreement and subject to specific
                  instructions received from Digene from time to time, Murex
                  shall be free to apply credit terms to customer orders for
                  Products utilizing similar rules and controls as Murex applies
                  to its own customers.

         4.4      Murex shall maintain an effective accounts receivable system
                  and shall advise Digene within 30 days after each month end
                  the amount of sales, where commercially practical, and Net
                  Sales made by Product by country in the preceding month, and
                  the amount of accounts receivable with an age profile of the
                  debt at the previous month end. Murex will make reasonable
                  efforts to provide such information within 15 days after each
                  month end.

         4.5      Murex shall pay all distribution costs within the Territory
                  and the costs of shipping Products between Murex Affiliates in
                  the Territory which arises during the normal course of
                  business. Digene shall according to Section 8 of

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THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
REQUEST.  REDACTED MATERIAL IS BRACKETED AND HAS BEEN FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION.



                  this Agreement pay all Products import duties from the US and
                  any distribution costs arising from specific Products shipment
                  instructions received from Digene.

         4.6      Murex shall carry out on behalf of and for the account of
                  Digene all importation and customs clearance activities for
                  Digene literature, samples and goods. All out of pocket
                  expenses incurred by Murex in connection with the foregoing
                  shall be reimbursed by Digene.

         4.7      Murex shall enter into all sales contracts for the Products as
                  agent for Digene.

         4.8      All Products shall be sold only in the packs supplied by
                  Digene; Murex shall make no claims as manufacturer of
                  Products. Murex shall not use, in connection with the
                  promotion and sale of the Products in the Territory, any
                  trademarks or brand names, whether in correspondence,
                  advertising, or otherwise, other than those used by Digene in
                  connection with the Products and made available to Murex,
                  without obtaining the prior consent in writing of Digene. For
                  purposes of this Section 4.8, Murex may use Murex letterhead
                  for correspondence purposes provided the correspondence
                  clearly identifies the Digene Product or issue related to such
                  correspondence.

         4.9      Murex shall not, without the prior written authority of
                  Digene, make any representation or give any warranty or
                  guarantee in respect of any of the Products beyond those
                  contained in then current promotional or technical material
                  supplied by or approved by Digene in writing. Digene hereby
                  authorizes Murex to make, on Digene's behalf, such warranties
                  of Digene pertaining to Products as are set forth in Section 6
                  of the Distribution Agreement.

         4.10     Murex undertakes to devote such reasonable time and effort as
                  is necessary in the exercise of the obligations imposed by
                  this Agreement.

         4.11     Murex will Work With Digene to establish an effective customer
                  complaint tracking and response system. Such a system will
                  include front-line collection of information from the
                  customer, technical service and reporting in the Territory by
                  Murex. Digene will provide a second line of support directly
                  to Murex, or the customer, if necessary. Digene will pay all
                  reasonable, documented costs allocated to such support
                  services, including costs associated with any Products hold or
                  recall, as they relate to Digene's Products. Both Parties
                  agree to use their respective reasonable best efforts to
                  provide the other Party with copies of all customer
                  correspondence.


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THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
REQUEST.  REDACTED MATERIAL IS BRACKETED AND HAS BEEN FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION.



         4.12     Murex shall keep full and accurate accounting records relating
                  to the invoicing and inventory holding of the Products. Digene
                  may inspect, at its own expense, such records no more than
                  twice per year during Murex's normal working hours, on giving
                  Murex 5 working days notice.

         4.13     Murex shall provide Digene with such sales and operations
                  reports including, without limitation, historical and updated
                  customer reports, and sales by Product and by customer
                  reports, on a timely basis which reports Digene shall
                  reasonably request concerning the sales of Products in the
                  Territory and the provision of Agency Services, Inventory
                  Holding Services and Selling Services by Murex under this
                  Agreement. Digene shall reimburse Murex for all costs which
                  Murex shall reasonably incur in producing custom reports
                  requested by Digene. Where capital expenditures are made to
                  set-up systems specifically requested and paid for by Digene,
                  such systems will be the property of Digene.

         4.14     At Digene's cost, for expenses pre-approved by Digene, Murex
                  shall use its reasonable commercial efforts to comply with and
                  help Digene to comply with all present and future regulations
                  and/or licensing requirements as they relate to Product
                  registration and approval promulgated by authorized
                  governmental authorities effective during the term of this
                  Agreement and required in order to carry out the provisions of
                  this Agreement and the activities performed hereunder. Murex
                  shall comply with routine regulatory responsibilities
                  associated with the performance of the Agency Services and the
                  Selling Services at its cost unless Murex can demonstrate that
                  incremental costs are expected to be incurred with respect to
                  the Products. In such case, Digene will be responsible for
                  expenses pre-approved by Digene for incremental regulatory
                  compliance costs. Murex shall notify Digene promptly of any
                  changes to such regulatory and/or licensing requirements
                  affecting the activities performed under this Agreement of
                  which Murex has knowledge. Both Parties agree to use their
                  respective best efforts to provide the other Party with copies
                  of all governmental or regulatory correspondence.

5.       Set Up and Ongoing Agency Services and Inventory Holding Fees.

         5.1      To cover Murex's initial and ongoing costs during 1997 of
                  setting up the administration of Agency Services in the
                  Territory for the Products, Digene shall pay Murex the sum of
                  $[     ] (the "Set Up Payment") made up of:

<TABLE>
<S>                       <C>                         
                          $[     ]       for UK set up
                          $[     ]       for Germany set up
                          $[     ]       for France set up
                          $[     ]       for Italy set up
</TABLE>

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THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
REQUEST.  REDACTED MATERIAL IS BRACKETED AND HAS BEEN FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION.



<TABLE>
<S>                       <C>                                     
                          $[      ]      for Czech Republic set up
                          $[      ]      for Switzerland set up
                          $[      ]      for Spain set up
                          $[      ]      for Benelux set up
                          $[      ]      in total
</TABLE>

                  The Set Up Payment shall be divided into 4 payments of
                  $[     ], $[     ], $[     ] and $[     ] with such Set Up
                  Payment installments payable by Digene to Murex on each of the
                  Effective Date, May 1, 1997, August 1, 1997, and November 1,
                  1997. Murex shall contribute as partial consideration for the
                  Set Up Payment, Products literature remaining in the Territory
                  on the Effective Date. The Set-Up Payment shall be
                  compensation for the specific activities and services
                  performed by Murex as set forth on Schedule III attached
                  hereto and made a part hereof.

         5.2      In consideration for the provision of Agency Services and
                  Inventory Holding Services as described in Section 4 and
                  Appendix A of this Agreement, Digene shall pay Murex,
                  according to Section 8 of this Agreement, agency fees (the
                  "Agency Fees"). Subject to the provisions of Section 2.4.2
                  hereof, the Agency Fees shall be calculated as a percentage of
                  Net Sales of Products in the Territory. The percentage rate
                  shall be [ ] percent ([ ]%) of the Net Sales of Products in
                  the Territory. In addition, Digene shall refund Murex for any
                  documented out of pocket costs and expenses incurred by Murex
                  for shipment of Products at Digene's request free of charge or
                  at a substantial discount.

         5.3      All payments required to be paid by Digene hereunder shall be
                  deemed to be expressed herein exclusive of value added, sales
                  or similar taxes, and such taxes, if any, shall be the sole
                  obligation of Digene.

6.       Responsibility of Murex for Selling Services. Murex shall provide the
         following Selling Services to Digene:

         6.1      Murex shall, from February 1, 1997, provide all the services
                  of selling Products in the Territory as outlined below. Both
                  Parties will Work With each other in good faith and with
                  reasonable endeavor to make the terms of this Agreement work
                  in the interests of growing the business for the Products in
                  the Territory. In the performance of Selling Services Murex
                  shall:

                  6.1.1    Use its reasonable efforts in the Territory to sell,
                           service and support the Products including, without
                           limitation, the requirement as agreed with Digene to
                           market the Products to customers, advertise the
                           Products and participate and exhibit the Products at
                           major local

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THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
REQUEST.  REDACTED MATERIAL IS BRACKETED AND HAS BEEN FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION.



                           exhibitions for infectious disease diagnostics on a
                           country by country basis each year. All expenses or
                           expenditures incurred by Murex and prior approved by
                           Digene associated with this Section 6.1.1 will be
                           reimbursed by Digene.

                  6.1.2    Maintain an adequate and competent technical
                           assistance system, at a level no less than current
                           systems, in support of any prospective or actual
                           Products sales in the Territory including training
                           salesmen and end users.

                  6.1.3    Work With Digene to maintain at all times an
                           inventory of Products as necessary to supply
                           reasonable estimated demand therefor with
                           consideration given to normal time delays, subject to
                           Digene's obligation to meet its Products delivery
                           schedules as set forth in Section 7.2 hereof.

                  6.1.4    Provide reasonable customer and technical support for
                           the Products and reasonably assist Digene in the
                           discharge of Selling Services obligations to
                           customers.

                  6.1.5    Provide to end users written instructions which have
                           been agreed upon by Digene and Murex as to the usage
                           of each of the Products.

                  6.1.6    Deliver Products in the packaging agreed upon by
                           Digene and Murex and provided by Digene. This
                           packaging will include the name and logo of Digene,
                           as the manufacturer.

                  6.1.7    Work With Digene quarterly to determine Murex's
                           estimated Products requirements for the next quarter,
                           marketing potential, trends and forecasts,
                           competition, marketing techniques, current
                           developments in the Territory, changes of regulations
                           governing the sale of Products in the Territory and
                           amounts of Products sold.

                  All employees providing Selling Services under this Section
                  6.1 shall report directly to Murex but will be responsible to
                  operate within the norms and operating procedures established
                  by Digene for its European operations and to cooperate with
                  Digene personnel. In the event a Murex employee fails to meet
                  such standards, and following good faith discussions to
                  resolve any issues, Digene will have the right to request that
                  such Murex employee be removed from the team servicing Digene.
                  In the event of termination under Section 12 hereof, other
                  than a Termination for Cause by Murex, Digene shall have the
                  right to offer employment to any employees providing Selling
                  Services under this Agreement on a full-time basis.

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THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
REQUEST.  REDACTED MATERIAL IS BRACKETED AND HAS BEEN FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION.




         6.2      In the event that Digene desires to appoint its own personnel
                  and desires such personnel to be based in the offices of Murex
                  or a Murex Affiliate in the Territory, Murex agrees, at
                  Digene's request, to pay the salary, any pension contributions
                  and expenses of such personnel as authorized by Digene and
                  Digene agrees to reimburse Murex for such authorized payments
                  on a monthly basis according to Section 8 of this Agreement.
                  For the purposes of this Section 6.2, telephone and fax
                  charges incurred by Digene personnel shall be deemed to be
                  incurred as if prior authorized by Digene. Such personnel will
                  report directly to Digene but will be responsible to operate
                  within the norms and operating procedures established by Murex
                  and to cooperate with Murex personnel. In the event an
                  employee fails to meet such standards and following good faith
                  discussions to resolve any issues, Murex will have the right
                  to request that such employee of Digene be removed from the
                  Digene team operating in Murex facilities. In the event of
                  termination under Section 12, Digene shall have the right to
                  begin paying any of its own personnel operating under this
                  Section 6.2 directly.

         6.3      Utilization by Digene personnel of Murex's office space shall
                  be subject to Murex's prior approval, which approval shall not
                  be unreasonably withheld and shall be based upon factors
                  including availability of office space and facilities. In the
                  event that Digene personnel utilize office space on a
                  full-time basis within a Murex or Murex Affiliate facility as
                  agreed by Murex, Digene shall pay Murex on a monthly basis
                  according to Section 8 of this Agreement a proportion of
                  Murex's and Murex's Affiliate's general office facility
                  expenses, as applicable, at the rate to be agreed upon by
                  Murex and Digene based on the allocated cost of an individual
                  full time equivalent (total office costs divided by the
                  relevant full time equivalent value) (the "Facility Charge").
                  Murex shall have the right to increase the monthly Facility
                  Charge on January 1st of each year during the term of this
                  Agreement in line with the rate of inflation in each country
                  where Digene utilizes the office facilities of Murex or a
                  Murex Affiliate.

         6.4      Digene shall be responsible for payment to Murex on a monthly
                  basis according to Section 8 of this Agreement of all other
                  expenses incurred or authorized by Digene or its personnel and
                  paid by Murex or a Murex Affiliate.

         6.5      During the 90 day period following the Effective Date, Murex
                  shall, at the cost of Digene, carry on all necessary servicing
                  of certain luminometers and shakers (the "Equipment") used by
                  customers of Products in the Territory in the same manner in
                  which Murex has been providing such servicing to such
                  customers. Murex shall determine the aforesaid reasonable cost
                  for such Equipment servicing during said 90 day period and
                  Digene shall pay such costs in accordance with Section 8 of
                  this Agreement.

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         6.6      During the 90 day period following Effective Date, Murex and
                  Digene will Work With each other in good faith to agree on the
                  appropriate way for the future provision of Equipment
                  servicing and the payment of the associated costs.

         6.7      Murex acknowledges and agrees that all Digene proprietary
                  rights in Products delivered to Murex by Digene are and shall
                  remain at all times the exclusive property of Digene or its
                  licensors, and may not be duplicated by Murex or used except
                  pursuant to this Agreement and that Murex, by taking delivery
                  of, making payment for, distributing, and selling or otherwise
                  using or transferring any of the Products, shall not become
                  entitled to any proprietary rights in any such Products.
                  Neither Murex or any of its Affiliates shall take any action
                  to interfere with Digene's proprietary rights in the Products.

         6.8      Trademark Protection. Murex is hereby granted a non-exclusive
                  license to use Digene's current and future trademarks solely
                  for the purposes of promoting the Products and fulfilling its
                  obligation under the terms of this Agreement. Murex agrees not
                  to apply for registration of any trademarks used by Digene or
                  any other Person relative to the Products, except with the
                  consent of Digene.

         6.9      In consideration of the provision by Murex of the Selling
                  Services performed in the Territory as described in this
                  Section 6, and until such time as the Parties shall agree on a
                  revision to the fees as determined in Section 8.4 of this
                  Agreement, Digene shall pay Murex for 7.5 full time
                  equivalents according to Section 8 of this Agreement, a
                  monthly Selling Services fee of $[ ].

7.       Responsibilities of Digene.  Digene shall:

         7.1      Be responsible for the placement of Equipment and subject to
                  Section 6.6 all costs including servicing of the Equipment
                  supporting Products in the Territory and for all marketing
                  activities, including promotion, associated with the Products
                  in the Territory, unless otherwise agreed with Murex.

         7.2      Make every reasonable effort to deliver Products advised by
                  Murex as required to maintain adequate inventory levels within
                  Murex and Murex Affiliates to meet customers' orders. Delivery
                  by Digene of Products except for the SHARP Signal System Assay
                  and HPV Probe Groups, Digene Part No. 4603-1100 shall be made
                  to Murex or a Murex Affiliate as determined by Murex no later
                  than 45 days from the date on which the order is received.


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                  Digene reserves the right to immediately cease all shipments
                  of any Product upon the discovery of a non-conformity to
                  specification in such Product. Digene shall renew shipment
                  only upon correction of such non-conformity. Digene shall be
                  responsible for all costs associated with recalling the
                  Products in the Territory. If Murex is providing Selling
                  Services, Digene shall notify Murex of the discovery and
                  nature of any non-conformity of any Product to its product
                  specification and/or product claims, and keep Murex informed
                  of the progress of corrective actions instigated by Digene.

         7.3      Take all reasonable steps to ensure that the Products comply
                  with all present and future regulations and licensing
                  requirements issued by any authorized governmental authority
                  which are effective during the term of this Agreement where
                  such compliance is required by law to carry out the
                  distribution and sale of the Products within the Territory.
                  Murex agrees to provide Digene, at Digene's cost, with
                  reasonable assistance in the performance of its obligations
                  pursuant to this paragraph.

         7.4      Take all reasonable steps necessary to gain and maintain all
                  governmental approvals necessary for the manufacture,
                  marketing, export and sale of the Products and without
                  prejudice to the generality of the foregoing, all FDA
                  approvals for Murex to act as agent or as sales representative
                  for the Products, in the Territory, as applicable. Murex shall
                  at Digene's cost take all reasonable steps to assist Digene to
                  obtain such regulatory approvals as are necessary for
                  marketing and sale of Products in the Territory.

8.       Payments for Services.

         8.1      Beginning on the Effective Date, Murex and its Affiliates will
                  continue to cause funds received from customers for payment of
                  Digene Products purchased in the Territory to be deposited in
                  bank accounts established by Murex or its Affiliates. Such
                  funds are hereinafter referred to as the Digene Receivables.
                  Murex and each Murex Affiliate responsible for the bank
                  accounts holding the Digene Receivables shall transfer such
                  Digene Receivables, on a monthly basis as soon as practicable
                  but in no event longer than the last working day of the
                  following month to a Digene account identified by Digene.
                  Prior to each transfer, the Murex Affiliate or Murex may
                  offset the Digene Receivables to be transferred only by the
                  amount of documented costs and expenses prior approved by
                  Digene and actually incurred by Murex or such Affiliate and
                  specifically arising under Sections 2.4.1, 2.4.3, 4.5, 4.6,
                  4.11, 4.13, 4.14, 6.2, 6.3, 6.4, 6.5, 6.6, and Appendix A,
                  Sections 3.2 and 4 under this Agreement. In the set-up period,
                  the Parties shall begin promptly to work in good faith,
                  subject to commercial impracticality, to establish separate
                  Digene bank accounts in the Territory for

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                  the deposit of the Digene Receivables directly from customers.
                  Murex shall use all reasonable efforts to establish such
                  systems and to revise payment instructions and methods so that
                  Products customers will deposit the Digene Receivables in such
                  Digene accounts. Digene shall pay Murex for all reasonable,
                  documented costs associated with the establishment and
                  maintenance of such accounts and payment systems. The Parties
                  agree to Work With each other as needed on a case by case
                  basis to prevent either Party from losing business as a result
                  of the implementation of the activities contemplated by this
                  Section 8.1.

         8.2      Murex shall provide Digene within 30 days of each month end a
                  statement detailing and reconciling the Digene Receivables.
                  Murex shall also invoice Digene within 30 days of each month
                  end for the costs and expenses reimbursement to be paid by
                  Digene to Murex under this Agreement, specifically arising
                  under Sections 2.4.1, 2.4.3, 4.5, 4.6, 4.11, 4.13, 4.14, 5.2,
                  6.2, 6.3, 6.4, 6.5, 6.6, 6.9, 7.1, 8.1 and Appendix A,
                  Sections 3.2 and 4 and not paid to the Murex Affiliates
                  directly pursuant to Section 8.1 hereof. Digene shall pay such
                  invoice in full within 30 days of receipt. Digene may, in its
                  discretion, at the request of Murex, authorize specific Murex
                  employees to have signatory power to withdraw funds from the
                  Digene account(s) established to reimburse Murex or its
                  Affiliates for costs and expenses incurred by Murex and its
                  Affiliates and prior approved by Digene arising from the
                  Agency Services, Inventory Holding Services and Selling
                  Services provided under this Agreement, and such authorization
                  by Digene shall not be unreasonably withheld. In the event
                  such authorization is provided and the Digene Receivables are
                  insufficient to cover the total invoice, Murex shall invoice
                  Digene for such shortfall and Digene shall pay such shortfall
                  invoice in full within 30 days of receipt.

         8.3      Murex and its Affiliates agree to use the same level of due
                  diligence to collect outstanding Digene Receivables as they
                  use to collect their own outstanding receivables. Digene shall
                  bear the cost of any bad debt incurred in the sale of Products
                  in the Territory; provided, however, that Digene shall perform
                  a quarterly reconciliation of all bad debt existing. Digene
                  reserves the right, following good faith discussions with
                  Murex, to invoice Murex for reimbursement of the Agency Fees
                  paid with respect to uncollected receivables less the
                  distribution and shipping costs incurred by Murex and
                  pertaining to such uncollected receivables, upon Digene's
                  having recognized and written off such uncollected receivables
                  for its own financial reporting purposes, and certifying the
                  same in writing to Murex, and Murex shall pay the invoice in
                  full within 30 days of receipt.


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         8.4      Prior to January 1, 1998 and every year thereafter during the
                  term of this Agreement, Murex and Digene shall discuss and
                  agree to revisions in the level of Selling Services to be
                  provided in the following calendar year and the associated
                  costs payable by Digene to Murex. In the event that Digene has
                  not notified Murex of any change in the level of Selling
                  Services to be provided by Murex under Section 6 of this
                  Agreement prior to the end of any calendar year, then the
                  level of Selling Services shall continue at the level then set
                  and the associated Selling Services fees and related expenses
                  as set forth in Section 6 of this Agreement payable by Digene
                  to Murex shall remain at the then current level subject to an
                  increase in line with the rate of inflation in the country
                  where the Selling Services are performed. In the event the
                  Parties cannot agree on the level of Selling Services or
                  Selling Services fees in any given year during the term of
                  this Agreement then either Party shall be free to terminate
                  the use of Murex employees in the provision of Selling
                  Services as described in Section 6 of this Agreement. In such
                  event, the Selling Services fees set forth in Section 6.9 will
                  no longer be payable to Murex and Murex will no longer be
                  responsible for performing the Selling Services.

9.       Term.

         This Agreement shall become effective on February 1, 1997 and shall
         continue in full force and effect for a period of 5 years unless
         terminated earlier under Section 12 hereof. Unless this Agreement is
         terminated early under Section 12 hereof or is terminated at the end of
         the initial 5 year term by either Party giving to the other no less
         than six (6) months notice in writing, the term of the Agreement shall
         automatically continue until either Party serves six (6) months'
         written notice of termination on the other at any time thereafter.

10.      Relationship.

         This Agreement is personal to Murex and Digene and shall not be
         assigned or delegated by either Party without the prior written
         agreement of the other Party, except that Murex may assign any or all
         of its rights and delegate any or all of its obligations to one or more
         of its Affiliates, agents or distributors as provided herein; provided,
         however, that in such event, Murex shall guarantee and be responsible
         for the performance of such obligations by such Affiliate, agent or
         distributor.

11.      Confidentiality.

         11.1     From time to time, Digene may make available to Murex
                  information of a confidential nature (the "Digene Confidential
                  Information") including, but not limited to, medical and
                  technical data, test and analysis data, marketing,
                  application, manufacturing, financial, bookkeeping, business,
                  market and

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                  customer information in a written form or orally. Subject to
                  the remainder of this Section 11.1, Murex shall not use such
                  Digene Confidential Information without Digene's prior written
                  consent, except as contemplated by this Agreement or another
                  agreement between Digene and Murex or an Affiliate thereof,
                  and shall not disclose such Digene Confidential Information to
                  others or use such Digene Confidential Information without the
                  prior written consent of Digene, except to the extent required
                  to be disclosed to Murex's Affiliates, agents and distributors
                  in the course of performing its obligations under this
                  Agreement, required to be disclosed pursuant to other
                  provisions of this Agreement or other agreements between the
                  Parties (including their Affiliates) and except as required by
                  law.

                  Murex further recognizes that it may acquire access to other
                  proprietary information of Digene including Digene's
                  proprietary technology, trade secrets, patented procedures,
                  research and development data, know-how, formulae, pricing
                  policies of Digene, the substance of agreements between Digene
                  and its customers and others and any documents embodying the
                  foregoing, and, with respect to the Products and New Products,
                  the following Digene Market Information (as defined herein).
                  The "Digene Market Information" shall include all (i) customer
                  lists owned by Digene pertaining to Products and New Products,
                  (ii) computer software paid for entirely by Digene and (iii)
                  customer lists, address books, rolodexes, business cards,
                  telephone lists, price lists, contract forms, books, records
                  and files, but only such of the foregoing items as are
                  provided by Digene to Murex for the purposes of the
                  performance of this Agreement, or generated by Murex under
                  this Agreement for the purpose of fulfilling its obligations
                  to provide the Agency Services, Inventory Holding Services and
                  Selling Services and pertaining solely to Products and New
                  Products under this Agreement. The Parties recognize that the
                  Digene Market Information is proprietary to Digene. The Digene
                  Confidential Information and the Digene Market Information is
                  hereinafter collectively referred to as the "Digene
                  Information". All Digene Information acquired by Murex during
                  the term of this Agreement shall be treated by Murex with the
                  same care as it would exercise in the handling of its own
                  proprietary information. In no event shall the Digene
                  Information be disclosed to any Person including any employee,
                  consultant and/or contractor unless such Person agrees to be
                  bound by the terms of this provision or another agreement
                  providing for the same obligation. The provisions of the
                  preceding sentence shall not apply to any disclosure required
                  pursuant to any other provisions of this Agreement or other
                  agreements between the Parties or between Digene and an
                  Affiliate of Murex, or required by law. Upon termination or
                  cancellation of this Agreement for any reason, all such Digene
                  Information which has been reduced to a writing shall be
                  immediately returned by Murex to an officer of Digene and the
                  limitations and undertakings

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                  specified in this Section 11.1 shall remain in effect for a
                  period of four (4) years from the date of termination or
                  expiration of this Agreement. Notwithstanding anything else in
                  this Section 11.1 to the contrary, Digene Information as
                  referred to in this Section 11.1 shall not include information
                  (i) which is or becomes public knowledge other than as a
                  result of a disclosure by Murex or its Affiliates in violation
                  of this Agreement; (ii) which is disclosed to Murex on a
                  non-confidential basis by a third party having no obligation
                  of secrecy to Digene or its Affiliates; (iii) which Murex can
                  show by documentary evidence was already in Murex's possession
                  at the time of disclosure by Digene, and not subject to
                  another confidentiality agreement with, or obligation of
                  secrecy to, Digene or its Affiliates; or (iv) which is in
                  Murex's possession at the time such information is provided to
                  Digene and is used at the time of this disclosure to Digene
                  for non-HPV testing purposes. The provisions of this Section
                  11.1 shall not be construed to prevent Murex or its Affiliates
                  from developing, or acquiring from third parties, its own
                  customer lists and subsequently selling or marketing products
                  or services to those customers even if they are Digene
                  customers or using such customer lists for any business
                  purpose not otherwise conflicting with Murex's obligations
                  under this Agreement. Digene agrees to make available to Murex
                  such Digene Market Information to enable Murex to perform the
                  Agency Services, Inventory Holding Services and Selling
                  Services as required to be performed hereunder. Digene Market
                  Information shall exclude all "Murex Market Information," as
                  defined in Section 11.2 hereof.

         11.2     From time to time, Murex may make available to Digene
                  information of a confidential nature (the "Murex Confidential
                  Information") including, but not limited to, medical and
                  technical data, test and analysis data, marketing,
                  application, manufacturing, financial, bookkeeping, business,
                  market and customer information in a written form or orally.
                  Subject to the remainder of this Section 11.2, Digene shall
                  not use such Murex Confidential Information without Murex's
                  prior written consent, except as contemplated by this
                  Agreement or another agreement between Digene and Murex or an
                  Affiliate thereof, and shall not disclose such Murex
                  Confidential Information to others without the prior written
                  consent of Murex, except to the extent required to be
                  disclosed to Digene's Affiliates in the course of performing
                  its obligations under this Agreement, required to be disclosed
                  pursuant to other provisions of this Agreement or other
                  agreements between the Parties (including their Affiliates)
                  and except as required by law.

                  Digene further recognizes that it may acquire access to other
                  proprietary information of Murex, including Murex's
                  proprietary technology, trade secrets, patented procedures,
                  research and development data, know-how, formulae, pricing
                  policies and the substance of agreements between Murex or

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                  an Affiliate of Murex or another party on whose behalf Murex
                  serves as agent, and customers or others, and all documents
                  embodying the foregoing, and the following Murex Market
                  Information (as defined herein). "Murex Market Information"
                  shall include customer lists, computer software, address
                  books, rolodexes, business cards, telephone lists, price
                  lists, contract forms, catalogs, books, records and files of
                  Murex, but shall not include any of the foregoing items which
                  (i) are provided to Murex by Digene for the purpose of the
                  performance of this Agreement or (ii) pertain exclusively to
                  the Products and New Products and are generated by Murex for
                  the purpose of fulfilling its obligations to provide the
                  Agency Services, Inventory Holding Services and Selling
                  Services under this Agreement. The Parties recognize that the
                  Murex Market Information is proprietary to Murex. The Murex
                  Confidential Information and the Murex Market Information is
                  hereinafter collectively referred to as the "Murex
                  Information". All Murex Information acquired by Digene during
                  the term of this Agreement shall be treated by Digene with the
                  same care as it would exercise in the handling of its own
                  proprietary information and in no event shall such Murex
                  Information be disclosed to any Person including any employee,
                  consultant and /or contractor unless such Person agrees to be
                  bound by the terms of this provision or another Agreement
                  providing for the same obligation. The provisions of the
                  preceding sentence shall not apply to any disclosure required
                  pursuant to any other provisions of this Agreement or other
                  agreements between the Parties or between Digene and an
                  Affiliate of Murex, or required by law. Upon termination or
                  cancellation of this Agreement for any reason, all such Murex
                  Information shall be immediately returned by Digene to an
                  officer of Murex and the limitations and undertakings
                  specified in this Section 11.2 shall remain in effect for a
                  period of four (4) years from the date of termination or
                  expiration of this Agreement. Murex Information as referred to
                  in this Section 11.2 shall not include information (i) which
                  is or becomes public knowledge other than as a result of a
                  disclosure by Digene or its Affiliates in violation of this
                  Agreement; (ii) which is disclosed to Digene on a
                  non-confidential basis by a third party having no obligation
                  of secrecy to Murex or its Affiliates; or (iii) which Digene
                  can show by documentary evidence was already in Digene's
                  possession at the time of disclosure by Murex, and not subject
                  to another confidentiality agreement with, or obligation of
                  secrecy to, Murex or its Affiliates. The provisions of this
                  Section 11.2 shall not be construed to prevent Digene or its
                  Affiliates from developing, or acquiring from third parties,
                  its own customer lists and subsequently selling or marketing
                  products or services to those customers even if they are Murex
                  customers or using such customer lists for any business
                  purpose not otherwise conflicting with Digene's obligations
                  under this Agreement.. Murex Market Information shall exclude
                  all "Digene Market Information," as defined in Section 11.1
                  hereof.


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12.      Termination.

         12.1     Digene may terminate this Agreement by sixty (60) days notice
                  to Murex upon occurrence of any of the following events
                  ("Termination for Cause"), should any such event not be
                  remedied within such sixty day notice period.

                  12.1.1   Murex fails to remit a payment which is due to
                           Digene.

                  12.1.2   Murex fails to fulfill one or more of its obligations
                           under Section 2, 3, 4, 5, 6, 7, 8, 11, 14, or 15 of
                           this Agreement.

                  12.1.3   Murex or International Murex Technologies Corporation
                           ("IMTC") becomes bankrupt, insolvent or becomes
                           unable to pay its obligations when they become due.

                  12.1.4   One or both of the Development and License Agreements
                           dated May 31, 1994 or April 14, 1993, respectively
                           between IMTC and Digene are terminated by Digene
                           because of a breach by IMTC.

         12.2     Murex may terminate this Agreement by sixty (60) days notice
                  to Digene upon occurrence of any of the following Termination
                  for Cause events should any such event not be remedied within
                  such sixty day notice period.

                  12.2.1   Digene fails to remit a payment which is due to
                           Murex.

                  12.2.2   Digene fails to fulfill one or more of its
                           obligations under Section 2, 3, 4, 5, 6, 7, 8, 11,
                           13, 14 or 15 of this Agreement.

                  12.2.3   Digene becomes bankrupt, insolvent or becomes unable
                           to pay its obligations when they become due.

                  12.2.4   One or both of the Development and License Agreements
                           dated May 31, 1994 or April 14, 1993, respectively
                           between IMTC and Digene are terminated by IMTC
                           because of a breach by Digene.

         12.3     Either Party may terminate this Agreement without cause by
                  providing six (6) months written notice to the other Party,
                  provided that Murex shall not be entitled to terminate without
                  cause prior to January 1, 1999, and provided, further, that if
                  Digene terminates this Agreement without cause it shall pay to
                  Murex all payments due and owing to Murex as contemplated by
                  this Agreement as of the date of termination.

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         12.4     If there is a Termination for Cause by Digene, no further
                  payments will be required from Digene under this Agreement
                  except for obligations payable to Murex under Section 8 of
                  this Agreement up to the date of termination and for services
                  which may be provided during any agreed-upon wind down period
                  which may occur.

                  12.4.1   For purposes of this Section 12.4, "July Target Sales
                           Levels" shall mean Products sales in the Territory of
                           a minimum of $[ ] per three-month period in the most
                           recent three-month period preceding July 1, 1997, for
                           which sales figures are available. For purposes of
                           this Section 12.4, "November Target Sales Levels"
                           shall mean Products sales in the Territory of a
                           minimum of $[ ] per three-month period in the most
                           recent three-month period preceding November 1, 1997,
                           for which sales figures are available.

                  12.4.2   In the event of termination under this Section 12.4,
                           under circumstances whereby Digene shall not have
                           made the July Target Sales Levels and shall not have
                           made the November Target Sales Levels, Murex shall
                           pay to Digene, on April 1, 1997, the sum of $[ ], but
                           only for a termination effective on or prior to April
                           1, 1997.

                  12.4.3   In the event of termination under this Section 12.4
                           under circumstances whereby Digene shall have made
                           the July Target Sales Levels, but shall not have made
                           the November Target Sales Levels, Murex shall pay to
                           Digene the payments designated below, but only to the
                           extent that the dates set forth below occur after the
                           effective date of such termination:

                                    April 1, 1997                      $[      ]
                                    September 30, 1997                 $[      ]
                                    December 31, 1997                  $[      ]
                                    March 31, 1998                     $[      ]
                                    June 30, 1998                      $[      ]
                                    September 30, 1998                 $[      ]
                                    December 31, 1998                  $[      ]

                  12.4.4   In the event of termination under this Section 12.4
                           under circumstances whereby Digene shall not have
                           made the July Target Sales Levels, but shall have
                           made the November Target Sales Levels, Murex shall
                           pay to Digene the payments

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                           designated below, but only to the extent that the
                           dates set forth below occur after the effective date
                           of such termination:

                                    April 1, 1997                      $[      ]
                                    December 31, 1997                  $[      ]
                                    March 31, 1998                     $[      ]
                                    June 30, 1998                      $[      ]
                                    September 30, 1998                 $[      ]
                                    December 31, 1998                  $[      ]

                  12.4.5   In the event of termination under this Section 12.4
                           under circumstances whereby Digene shall have made
                           the July Target Sales Levels and shall have made the
                           November Target Sales Levels, Murex shall pay to
                           Digene the payments designated below, but only to the
                           extent that the dates set forth below occur after the
                           effective date of such termination:

                                    April 1, 1997                      $[      ]
                                    September 30, 1997                 $[      ]
                                    December 31, 1997                  $[      ]
                                    March 31, 1998                     $[      ]
                                    June 30, 1998                      $[      ]
                                    September 30, 1998                 $[      ]
                                    December 31, 1998                  $[      ]

                  All payments under this Section 12.4 shall be without right of
                  set-off, withholding or counterclaim by Murex.

         12.5     If there is a Termination for Cause by Murex, Digene shall pay
                  all Set Up Payment installments still owed under this
                  Agreement whether or not due and shall pay all obligations of
                  Digene under Section 8 of this Agreement up to the date of
                  termination and for services which may be provided during any
                  agreed-upon wind down period which may occur.

         12.6     In the event this Agreement is terminated by Digene under the
                  provisions of Section 12.3, but there is no Termination for
                  Cause under Section 12.1, then Digene shall make the following
                  termination payment to Murex within 30 days of the date of
                  termination.

                  12.6.1   If less than or equal to $[ ] in Agency Fees have
                           been paid then $[ ] will be payable.


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                  12.6.2   If more than $[ ] of Agency Fees have been paid, but
                           less than $[ ], then the difference between $[ ] and
                           the amount paid will be payable.

                  12.6.3   If $[ ] or more of Agency Fees have been paid by
                           Digene over the course of the term of this Agreement,
                           then no termination payment will be due.

         12.7     The termination of this Agreement shall not relieve either
                  Party of liability for any breach having occurred prior to
                  such termination, or for any obligation to pay amounts owing
                  hereunder prior to such termination.

13.      Representations and Warranties.

         13.1 Representations and Warranties by Digene. Digene hereby represents
and warrants to Murex as of the Effective Date as follows:

                  13.1.1   Digene has full legal right, power and authority to
                           execute, deliver and perform its obligations under
                           this Agreement;

                  13.1.2   The execution, delivery and performance by Digene of
                           this Agreement do not contravene or constitute a
                           default under any provision of its organizational
                           documents or of any agreement or other instrument
                           binding upon Digene; and

                  13.1.3   To the best of Digene's knowledge, the performance by
                           the Parties does not violate or contravene the
                           applicable laws and governmental regulations in the
                           Territory.

         13.2 Representations and Warranties by Murex. Murex hereby represents
and warrants to Digene as of the Effective Date as follows:

                  13.2.1   Murex has full legal right, power and authority to
                           execute, deliver and perform its obligations under
                           this Agreement;

                  13.2.2   The execution, delivery and performance by Murex of
                           this Agreement do not contravene or constitute a
                           default under any provision of its organizational
                           documents or of any agreement or other instrument
                           binding upon Murex; and

                  13.2.3   To the best of Murex's knowledge, the performance by
                           the Parties does not violate or contravene the
                           applicable laws and governmental regulations in the
                           Territory.

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14.      Indemnification.

         14.1     Indemnification by Digene. Digene shall indemnify, defend and
                  hold harmless Murex and its Affiliates and their respective
                  directors, officers, employees, consultants and agents (each,
                  including Murex and its Affiliates, a "Murex Indemnified
                  Person") from and against any and all claims, actions,
                  proceedings, expenses, liabilities or losses, including
                  reasonable attorneys' and accountants' fees and expenses (the
                  "Losses") suffered or incurred by any such Murex Indemnified
                  Person either in its individual capacity or as a stockholder
                  as a result of, or with respect to, or arising out of, or
                  incidental to, the performance by Murex and such Murex
                  Indemnified Persons of their obligations under this Agreement
                  or, arising from or based on a material breach of Digene's
                  representations, warranties and covenants contained in this
                  Agreement except to the extent that any such Loss shall, as
                  determined by final judgment rendered by a court or
                  arbitration panel of competent jurisdiction, have resulted
                  from a material breach by such Murex Indemnified Person of the
                  provisions of this Agreement or from the intentional
                  misconduct of Murex or such Murex Indemnified Person in the
                  performance of such activities under the Agreement. Without
                  limiting the foregoing, Digene agrees to indemnify and hold
                  harmless Murex and the Murex Indemnified Persons as a result
                  of or with respect to any claim of personal or property injury
                  or patent, trademark, trade secret or other property right
                  infringement arising from or related to the manufacture, use
                  or sale of any Product distributed, sold or otherwise disposed
                  of by Murex and its Affiliates, agents or distributors,
                  provided, however, that nothing contained herein shall serve
                  to expand Digene's product liability or otherwise conflict
                  with Digene's warranties with respect to such Products as such
                  warranties are set forth in Section 6 of the Distribution
                  Agreement and incorporated herein by reference.
                  Notwithstanding anything herein contained to the contrary, the
                  provisions of this Section 14.1 and Digene's obligations under
                  Section 14.3 shall survive the termination of this Agreement
                  to the maximum extent permitted by law.

         14.2     Indemnification by Murex. Except to the extent caused by the
                  intentional misconduct of Digene, Murex shall indemnify,
                  defend and hold harmless Digene and its Affiliates and their
                  respective directors, officers, employees, consultants and
                  agents from and against any and all Losses arising from or
                  based on a material breach of Murex's representations,
                  warranties and covenants contained in this Agreement.
                  Notwithstanding anything herein contained to the contrary, the
                  provisions of this Section 14.2 and Murex's obligations under
                  Section 14.3 shall survive the termination of this Agreement
                  to the maximum extent permitted by law.


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         14.3     Notice and Defense of Third-Party Claims. If any action, claim
                  or proceeding shall be brought or asserted under this Section
                  14 against an indemnified party or any successor thereto (the
                  "Indemnified Person") in respect of which indemnity may be
                  sought under this Section 14 from an indemnifying person or
                  any successor thereto (the "Indemnifying Person"), the
                  Indemnified Person shall give prompt written notice of such
                  action or claim to the Indemnifying Person who shall assume
                  the defense thereof, including the employment of counsel
                  reasonably satisfactory to the Indemnified Person and the
                  payment of all expenses; the Indemnified Person shall have the
                  right to employ separate counsel in any of the foregoing
                  actions, claims or proceedings and to participate in the
                  defense thereof, but the fees and expenses of such counsel
                  shall be at the expense of the Indemnified Person unless both
                  the Indemnified Person and the Indemnifying Person are named
                  as parties and in the opinion of counsel for the Indemnified
                  Person common counsel would be inappropriate due to actual or
                  potential conflicts of interest between the Parties. In the
                  event that the Indemnifying Person, within ten days after
                  notice of any such action or claim, fails to assume the
                  defense thereof, the Indemnified Person shall have the right
                  to undertake the defense, compromise or settlement of such
                  action, claim or proceeding for the account of the
                  Indemnifying Person, subject to the right of the Indemnifying
                  Person to assume, at its expense, the defense of such action,
                  claim or proceeding with counsel reasonably satisfactory to
                  the Indemnified Person at any time prior to the settlement,
                  compromise or final determination thereof. Anything in this
                  Section 14 to the contrary notwithstanding, the Indemnifying
                  Person shall not, without the Indemnified Person's prior
                  written consent, settle or compromise any action or claim or
                  consent to the entry of any judgment with respect to any
                  action, claim or proceeding for anything other than money
                  damages paid by the Indemnifying Person. The Indemnifying
                  Person may, without the Indemnified Person's prior written
                  consent, settle or compromise any such action, claim or
                  proceeding or consent to entry of any judgment with respect to
                  any such action or claim that requires solely the payment of
                  money damages by the Indemnifying Person and that includes as
                  an unconditional term thereof the release by the claimant or
                  the plaintiff of the Indemnified Person from all liability
                  with respect to such action, claim or proceeding.

15.      Miscellaneous Provisions.

         15.1     Arbitration. Subject to the provisions of the Federal
                  Arbitration Act, 9 U.S.C. Section 1 et. seq., any claim,
                  controversy or dispute arising out of or relating to this
                  Agreement or any interpretation or breach thereof or
                  performance thereunder, including without limitation any
                  dispute concerning the scope of this arbitration provision,
                  shall be settled by submission to final and binding
                  arbitration ("Arbitration") for determination, without any
                  right by

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                  any Party to a trial de novo in a court of competent
                  jurisdiction. The Arbitration and all pre-hearing, hearing,
                  post-hearing arbitration procedures shall be conducted in
                  accordance with the Commercial Arbitration Rules (the
                  "Commercial Rules") of the American Arbitration Association
                  (herein referred to as the "Association") as supplemented
                  hereby. The Arbitration hearing shall take place in
                  Washington, D.C. All pre-hearing and post-hearing matters and
                  procedures shall take place at such place and manner,
                  including telephonically, as shall be agreed by the Parties.
                  In the event the parties fail to reach agreement regarding the
                  foregoing, the chair of the Arbitration panel shall determine
                  the manner and location of such matters. In addition to the
                  Commercial Rules, the Parties shall also follow the procedures
                  described below:

                  15.1.1   The Party seeking Arbitration shall give notice of a
                           demand to arbitrate (herein referred to as the
                           "Demand") to the other Party and to the Association.
                           The Demand shall include (i) the nature of the claim
                           that is being asserted and the remedy or relief that
                           is requested, or the issues to be determined if no
                           claim is being asserted, (ii) a copy of this
                           arbitration provision, and (iii) unless the Parties
                           shall have otherwise agreed upon the mutual selection
                           of a single arbitrator, the designation of one
                           arbitrator, who shall have no prior or existing
                           personal or financial relationship with the
                           designating Party.

                  15.1.2   Within thirty (30) days after receipt of the Demand,
                           the other Party shall give notice (herein referred to
                           as the "Response") to the Party that demanded
                           arbitration, and to the Association, of (i) any
                           additional issues to be arbitrated, (ii) its answer
                           to the claims or issues raised by the Party that sent
                           the Demand, and (iii) its designation of a second
                           arbitrator, who shall have no prior or existing
                           personal or financial relationship with the
                           designating Party. The Response shall also set forth
                           all third party claims and the relief requested in
                           respect thereof that are intended to be asserted by
                           such Party providing the Response.

                  15.1.3   If a Response designating a second arbitrator is not
                           received within the above-mentioned thirty (30) day
                           period, the Association shall immediately designate
                           the second arbitrator.

                  15.1.4   The two arbitrators as designated pursuant to the
                           foregoing provision shall then designate a third
                           arbitrator within ten (10) days after the designation
                           of the second arbitrator. If the two arbitrators
                           cannot agree on the designation of the third
                           arbitrator

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                           within the ten (10) day period allotted, the
                           Association shall designate the third arbitrator.
                           Such third arbitrator designated pursuant to this
                           Section 15.1.4 shall be the chair of the Arbitration
                           panel.

                  15.1.5   The Arbitration panel as designated above shall
                           proceed with the Arbitration by giving notice to all
                           Parties of its proceedings and hearings in accordance
                           with the Association's applicable procedures. Within
                           15 days after all three arbitrators have been
                           appointed or at such other time as shall be agreed by
                           the Parties, an initial meeting among the chair of
                           the Arbitration panel and counsel for the Parties
                           shall be held for the purpose of establishing a plan
                           for administration of the Arbitration, including: (i)
                           definition of issues; (ii) scope, timing and type of
                           discovery, which may at the discretion of the
                           arbitrators include production of documents in the
                           possession of the Parties, but may not, without the
                           consent of the Parties, include depositions; (iii)
                           exchange of documents and filing of detailed
                           statements of claims and pre-hearing memoranda; (iii)
                           schedule and place of hearings; and (iv) any other
                           matters that may promote the efficient, expeditious
                           and cost-effective conduct of the proceeding. The
                           substantive law of the State of Maryland shall be
                           applied by the arbitrators to the resolution of the
                           dispute, provided that the arbitrators shall base
                           their decision on the express terms, covenants and
                           conditions of this Agreement. The arbitrators shall
                           be bound to make specific findings of fact and reach
                           conclusions of law, based upon the submissions and
                           evidence of the Parties, and shall issue a written
                           decision explaining the basis for the decision and
                           award.

                  15.1.6   The Parties agree that the arbitrators shall have no
                           power to alter or modify any express provision of
                           this Agreement or to render any award which, by its
                           terms, effects any such alteration or modification.

                  15.1.7   Upon written demand to any Party to the Arbitration
                           for the production of documents and things (including
                           computer discs and data) reasonably related to the
                           issues being arbitrated, the Party upon which such
                           demand is made shall promptly produce, or make
                           available for inspection and copying, such documents
                           or things without the necessity of any action by the
                           arbitrators, provided, however, that no such demand
                           shall be effective if

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                           made within the twenty (20) day period prior to the
                           first day of the Arbitration hearing.

                  15.1.8   Subject to the limitations imposed by Section 15.1.5,
                           the arbitrators shall have the power to grant any and
                           all relief and remedies, whether at law or in equity,
                           including provisional relief, that the courts in the
                           State of Maryland may grant and such other relief as
                           may be available under the Commercial Rules, other
                           than punitive damages. Any award of the arbitrators
                           shall include pre-award and post-award interest at
                           the applicable rate or rates under Maryland law. The
                           decision of the arbitrators shall be final and as an
                           "award"within the meaning of the Commercial Rules and
                           the Federal Arbitration Act and judgment upon the
                           arbitration award may be entered in the United States
                           District Courts of Maryland ("Maryland District
                           Courts") or any other court having jurisdiction, as
                           if it were a judgment of that court. The Parties to
                           this Agreement expressly consent to the jurisdiction
                           of the Association, including, without limitation,
                           reasonable attorney's fees and the Parties waive any
                           objection they may have as to jurisdiction and venue
                           regarding the Maryland District Courts.

                  15.1.9   The Arbitration panel is specifically authorized to
                           award attorney's fees and expenses to the prevailing
                           Party, as determined by the Arbitration panel.

         15.2     Force Majeure. Either Party shall be excused from any delay or
                  failure in performance hereunder caused by any labor dispute,
                  governmental requirement, act of God, earthquake, inability to
                  secure materials and transportation facilities, and other
                  causes beyond its control. If such delay, except for any such
                  delay caused by governmental regulations, shall continue for
                  more than 90 days, and 135 days in the case of Digene's
                  inability to deliver Products to customers, the Party injured
                  by the inability of the other Party to perform shall have the
                  right, upon written notice to the other Party, to terminate
                  this Agreement. If a delay or failure to perform hereunder
                  shall continue for more than 90 days, and 135 days in the case
                  of Digene's inability to deliver Products to customers and is
                  caused by any implementation of governmental restrictions or
                  regulations that make it commercially impossible for Digene to
                  sell the Products in the Territory, either Party injured by
                  the inability to perform under the Agreement shall have the
                  right, upon written notice to the other Party, to terminate
                  this Agreement. In the event a termination arising only under
                  the preceding sentence of this Section 15.2 occurs, Digene
                  shall not be responsible for any payments not then due and

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                  owing to Murex under this Agreement, except for the Set-Up
                  Payments set forth in Section 5.1 hereof, and Murex shall be
                  required to pay the amounts set forth in Section 12.4 hereof,
                  as if there had been Termination for Cause by Digene.
                  Termination under this Section 15.2 shall not relieve either
                  Party of any payment obligation due and owing under this
                  Agreement or for liability for any breach hereunder.

         15.3     Entire Agreement.

                  This Agreement sets forth the entire agreement and
                  understanding between the Parties relative to the subject
                  matter contained herein and supersedes all other agreements,
                  oral and written, heretofore made between the Parties, with
                  respect to the subject matter herein. Any amendment hereto
                  must be in writing and signed by an authorized representative
                  of each of Digene and Murex.

         15.4     Captions. Section titles or captions contained herein are for
                  reference only and shall not be considered in construing this
                  Agreement.

         15.5     Notices. All notices and requests required or authorized
                  hereunder, shall, except where specifically provided
                  otherwise, be given in writing, and delivered either by
                  personal delivery to the Party to whom notice is to be given,
                  or sent by registered mail or by an internationally recognized
                  express delivery service, addressed to the Party intended at
                  the address set forth below. The date of delivery in the case
                  of personal or mail delivery or the date upon which it is
                  deposited with the express delivery service in the case of
                  notice by express delivery service, shall be deemed to be the
                  date of such notice.

                  Digene:           Digene Corporation
                                    9000 Virginia Manor Road
                                    Beltsville, MD  20705
                                    Attn:  President or Executive Vice President

                  Murex:            Murex Diagnostics Corporation
                                    White Park House, White Park Road
                                    Bridgetown, Barbados
                                    Attn:  Managing Director

         15.6     Waivers. The waiver by either Party of any breach or alleged
                  breach of any provision hereunder shall not be construed to be
                  a waiver of any concurrent, prior or succeeding breach of said
                  provision or any other provision herein.
                  Any waiver must be in writing.

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         15.7     Records. Murex shall keep accurate and detailed records of all
                  sales of the Products, and Murex shall permit examination and
                  inspection of such records by authorized representatives of
                  Digene, no more than two times per calendar year, during usual
                  business hours upon five working days notice. Murex may limit
                  inspection of such information to an agreed independent
                  auditor, only to the extent such inspection may divulge
                  confidential information of Murex. In the event Murex
                  exercises its right to limit inspection to an auditor, written
                  records of sales not containing such confidential information
                  shall be supplied by Murex per the terms of Sections 4.13 and
                  6.1.7 hereof.

         15.8     Governing Law. This Agreement, and all of the rights and
                  duties in connection therewith, shall be governed by and
                  construed under the law of the State of Maryland, U.S.A.,
                  without regard to conflicts of laws principles, applicable to
                  agreements made and to be performed in that State.

         15.9     Press Release and Other Permitted Disclosures Regarding the
                  Agreement.

                  15.9.1   Press Releases. Each of Digene and Murex agree not to
                           announce this Agreement by press release or other
                           form of communication without the written approval of
                           the other Party.

                  15.9.2   Permitted Disclosure. The Parties agree to keep the
                           terms of this Agreement confidential with exception
                           of such information which in the opinion of counsel
                           to the disclosing party is required to be disclosed
                           by applicable law, rule, regulation or generally
                           accepted accounting practice, including any rules of
                           applicable stock exchanges and other self-regulatory
                           authorities or organizations on which the Parties or
                           their Affiliates are listed. Provided, however, that
                           in the event a Party or its Affiliate shall be
                           required to disclose any of the terms of this
                           Agreement, whether pursuant to subpoena, deposition,
                           interrogatory, or otherwise, or a Party or its
                           Affiliate shall otherwise propose to disclose any of
                           the terms of this Agreement (except in connection
                           with such Party's or such Affiliate's required
                           disclosure under any applicable securities laws, the
                           rules of any applicable stock exchange or other self
                           regulatory authority or organization or other
                           reporting requirements) such disclosing Party shall
                           provide the other Party with prompt written notice of
                           such requirement so that the other Party may seek a
                           protective order or other appropriate remedy and/or
                           waive compliance with the terms of this Agreement.
                           Notwithstanding the foregoing, except as otherwise
                           required by the provisions of Section 15.9.1 hereof,
                           (i) no prior written

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                                    notice shall be required in connection with
                                    any Party's (or its Affiliate's) required
                                    compliance with applicable securities laws,
                                    the rules of any applicable stock exchange
                                    or other self-regulatory authority or
                                    organization or other reporting
                                    requirements; and (ii) any Party shall be
                                    permitted to submit this Agreement as
                                    evidence in any proceeding in connection
                                    with any dispute between the Parties. The
                                    provisions of this Section 15.9.2 shall not
                                    restrict a Party from making any disclosure
                                    of any terms of this Agreement to the extent
                                    such terms become generally available to the
                                    public (other than as a result of a
                                    disclosure by such Party in violation of
                                    this Agreement), or restrict the ability of
                                    the Parties from making disclosure to the
                                    extent such disclosure is required for the
                                    effective undertaking by the Parties of
                                    their respective rights and obligations
                                    hereunder. By way of example and not in
                                    limitation of the foregoing, Murex shall be
                                    entitled to disclose to proposed customers
                                    the fact that it is acting as an authorized
                                    agent of Digene.

         15.10    Guaranty. International Murex Technologies Corporation shall,
                  subject to the consent of Bank of America, FSB (the "Bank"),
                  guarantee the payment obligations of Murex and its Affiliates
                  arising hereunder. Digene hereby consents to Murex's
                  disclosure to the Bank of such information pertaining to this
                  Agreement as is relevant to Murex's request for the Bank to
                  grant such consent.

         15.11    Severability. In case any one or more of the provisions or
                  parts of a provision contained in this Agreement shall for any
                  reason be held to be invalid, illegal or unenforceable in any
                  respect, such invalidity, illegality or unenforceability shall
                  not affect any other provision or part of a provision of this
                  Agreement, but this Agreement shall be reformed and construed
                  as if such invalid or illegal or unenforceable provision or
                  part of a provision had never been contained herein.

         15.12    Counterparts: Effectiveness of Agreement. This Agreement shall
                  be executed in counterparts, each of which shall be deemed an
                  original but both of which together shall constitute the same
                  instrument.




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         In consideration of the mutual covenants and conditions herein set
forth, the Parties have executed this Agreement as of the Effective Date.


Murex Diagnostics Corporation            Digene Corporation

Signature /s/ LYNWOOD BELL               Signature /s/ EVAN JONES  
          ----------------                         ----------------

By:  Lynwood Bell                        By:  Evan Jones

Title:  Managing Director                Title:  President & CEO

Date      3/3/97                         Date       3/3/97 
     ---------------------                    ---------------------


FOR PURPOSES OF SECTION 15.10 ONLY:

International Murex Technologies Corporation

Signature /s/ C. ROBERT CUSICK
         ---------------------

By: C. Robert Cusick

Title: CEO

Date        2/1/97
    --------------------------


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                                   APPENDIX A

                    DISTRIBUTION INVENTORY HOLDING AGREEMENT
                              TERMS AND CONDITIONS


1.       Storage Facilities

         1.1      Murex shall provide secure storage facilities acceptable to
                  Digene adequate for the Products to be maintained at 2 to
                  8 degrees C and -20 degrees C as required.

         1.2      Inspection of the storage facilities by an authorized
                  representative of Digene shall be permitted at all reasonable
                  times on five (5) working days notice during Murex's normal
                  business hours.

         1.3      Digene shall inform Murex if, at any time, it is aware of any
                  fault or problem which could lead to abnormal deterioration of
                  Products.

         1.4      Murex shall ensure that the facilities and services provided
                  under this Agreement are compliant with those GMP and
                  governmental regulations which apply in the Territory and are
                  relevant to the performance of all activities contemplated by
                  this Agreement.

2.       Inventory Reporting

         Murex shall provide to Digene within 30 days of the end of every month
         during this Agreement an inventory report detailing the quantity of
         each inventory item of Products held in each Affiliate warehouse in the
         Territory.

3.       Inventory Holding

         3.1      All inventory of Products shall remain the property of Digene.
                  Murex shall label the outer door of Murex's stores containing
                  Products with the Part Codes of Digene Products held in such
                  stores and with a statement to the effect that such Products
                  are the property of Digene, and, in addition, to the extent
                  space in Murex's facilities is available, segregate Digene's
                  Products from Murex's products within the facilities of Murex,
                  and maintain the Products as property of Digene throughout the
                  term of the Agreement. Murex shall cooperate in the execution
                  and delivery of any and all documents and filings made by
                  Digene to assert and maintain its property interest in the
                  inventory of Products while in the physical possession of
                  Murex, including, if applicable, security interest filings.


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         3.2      Duties of Murex as inventory holder shall include the
                  importation of Products into the Territory. All taxes and
                  duties for importation shall be for the account of Digene and
                  shall be paid by Digene according to Section 8 of this
                  Agreement.

         3.3      Subject to Section 3.5 below, Murex shall only deliver
                  Products to customers up to a time one month prior to a
                  Product's expiration date as shown on the package and shall
                  not deliver any Products found to be defective.

         3.4      Under no circumstances whatsoever shall Murex supply Products
                  to a customer after that Product's expiration date.

         3.5      Murex shall maintain a strict inventory rotation system at all
                  times and shall use all reasonable endeavors to sell batches
                  of Products prior to their life expiration.

4.       Discards

         Murex shall notify Digene of all Products remaining unsold within one
         (1) month of the expiration date assigned by Digene as shown on its
         packaging. Expired Products shall be disposed of by Murex as directed
         by Digene and at Digene's cost, such cost to be invoiced at the time of
         disposal, provided that Murex shall be responsible for the cost of
         disposal of Products which require disposal due to the actions of
         Murex.



                                       A-2

<PAGE>   34



THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
REQUEST.  REDACTED MATERIAL IS BRACKETED AND HAS BEEN FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION.



                              SCHEDULE I - PRODUCTS
                               EXCLUSIVE PRODUCTS

<TABLE>
<CAPTION>
                                                                                                  Digene Part
Exclusive Product Description                                                                     Number*
-----------------------------                                                                     -------

HUMAN PAPILLOMAVIRUS DETECTION KIT
<S>                                                                                               <C>      
Human Papillomavirus (HPV) DNA Assay (6/11/42/43/44 and                                           4401-1030
16/18/31/35/45/51/52/56)
HPV DNA Test Panel                                                                                4401-1024
Digene Specimen Collection Kit                                                                    4203-0020
Digene Sample Transport Medium                                                                    4203-1030
Human Papillomavirus (HPV) Target: LI Region (Consensus) Probe Groups                             4603-1100
(6/11/42/43/44 and 16/18/31/35/39/45/51/52/56/68)

INDIVIDUAL HPV PROBE PACKS:
HPV Type 6/11                                                                                     4401-1611
HPV Type 16                                                                                       4401-1016
HPV Type 18                                                                                       4401-1018
HPV Type 31                                                                                       4401-1031
HPV Type 33                                                                                       4401-1033
HPV Type 35                                                                                       4401-1035
HPV Type 42                                                                                       4401-1042
HPV Type 43                                                                                       4401-1043
HPV Type 44                                                                                       4401-1044
HPV Type 45                                                                                       4401-1045
HPV Type 51                                                                                       4401-1051
HPV Type 52                                                                                       4401-1052
HPV Type 56                                                                                       4401-1056
</TABLE>



                             NON-EXCLUSIVE PRODUCTS

<TABLE>
<CAPTION>
                                                                                                  Digene Part
Non-Exclusive Product Description                                                                 Number*
---------------------------------                                                                 -------

HYBRID CAPTURE SYSTEM EQUIPMENT AND ACCESSORIES
<S>                                                                                               <C>  
DCR-1 Luminometer                                                                                 4300-1010
Rotary Shaker Assembly (22v)                                                                      4300-1025
Printer Paper (DCR-1 Compatible)                                                                  4300-1012
Wash Apparatus                                                                                    4301-1001
Decanting Racks                                                                                   4301-1002
Hybridization Rack                                                                                4301-1003
Disposable Transfer Pipettes                                                                      4301-1500
Luminometer Validation Reagents                                                                   4400-1000
Hybridization Tube Caps (red)                                                                     4400-1040
Hybridization Tube Caps (green)                                                                   4400-1041
SHARP Signal System Assay                                                                         4600-1192
</TABLE>


--------
*        Represents all current products within such part number category.


<PAGE>   35
THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
REQUEST. REDACTED MATERIAL IS BRACKETED AND HAS BEEN FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION.



                                   SCHEDULE II
                                    TERRITORY

         EUROPE

Germany
Switzerland
Austria
Belgium
Netherlands
Luxembourg
France
Italy
Spain
United Kingdom

EASTERN EUROPE

Poland
Czech and Slovak Republics
Hungary
Romania
Commonwealth of Independent States
Bulgaria
Estonia
Slovenia
Croatia
Macedonia
Lithuania




<PAGE>   36



THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
REQUEST.  REDACTED MATERIAL IS BRACKETED AND HAS BEEN FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION.







                                  SCHEDULE III

                                SET-UP ACTIVITIES




1.       Set up, where applicable, new electronic databases to segregate Digene
         exclusive Products from Murex products.

2.       Define and implement how and when non-exclusive Products will be
         recognized within Murex systems.

3.       Agree with Digene all reports required from Murex systems and produce,
         or have produced, any special program code for this.

4.       Determine the appropriate way to capture costs and expenses to be
         reimbursed by Digene.

5.       Determine and set up all new accounting systems to enable correct
         reporting to Digene on Digene's inventory and Digene's sales.

6.       Determine and recruit the additional Murex full time equivalents
         required to operate the Agreement effectively.

7.       Investigate, where determined applicable, Digene bank accounts.

8.       Labeling cold stores to list the Digene exclusive Products contained
         inside.



<PAGE>   37



THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
REQUEST.  REDACTED MATERIAL IS BRACKETED AND HAS BEEN FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION.





                                   SCHEDULE IV


         MUREX DISTRIBUTORS AND AGENTS FOR THE PRODUCTS IN THE TERRITORY
                              AT FEBRUARY 1ST, 1997



                  Austria             -        Szabo-Scandic HandelsgmbH & Co KG

                  Czech Republic      -        Schulze s.r.o.
                                               Lachema a.s.
                                               P-Lab
                                               Chis s.r.o.

                  Slovak Republic     -        Timed Spol s.r.o.
                                      -        Tatra Alpine a.s.

                  Hungary             -        Unilab
                                               Reanal

                  Estonia             -        Lisa
                                               Promed

                  Lithuania           -        Generix

                  Poland              -        Alexim sp.z.o.o.
                                               Cefarm - Dialab

                  Bulgaria            -        Global Medical Ltd
                                               Gerganov

                  Romania             -        Tamisa Trading srl

                  Russia              -        Nearmedic
                                               Dynatech GmbH
                                               Biochemmack


                  Slovenia            -        A-Z Consulting
                                               Iris

                  Croatia             -        Biognost


<PAGE>   38



THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
REQUEST.  REDACTED MATERIAL IS BRACKETED AND HAS BEEN FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION.




                                              G.A.M. Ideja

                  Macedonia          -        Replek - Makedonija