LETTER OF INTENT


The  intent of this  letter  ("letter")  is to  summarize  the  result of recent
discussions  between the  management  of Genetic  Diagnostics  Inc.  ("GDI") and
ActiveCore  Technologies,  Inc.  ("ActiveCore")  together (the  "Parties")  with
respect to ActiveCore's  proposal to acquire 5 million common shares of GDI at a
price of USD 2.00 which will represent an investment of approximately 23 percent
of the issued and outstanding shares of GDI. Therefore, the principal purpose of
this letter is to document the terms,  in general,  under which the  transaction
would take place  subject to the approval of  ActiveCore's  board of  directors,
GDI's board of directors,  approval from any regulatory agency the United States
or Canada and legal documentation in a form satisfactory to both parties.

It is understood by both parties that in  preparation of legal  agreements  that
will give effect to this  transaction  certain  arrangements to maximize the tax
benefit or other  benefits to both  parties may need to be  undertaken.  Each of
ActiveCore and GDI will undertake to accommodate  each other's  requirements  to
the fullest  extent  possible,  provided  however,  that  neither  company  will
knowingly  fail to comply with any regulation or statute in either Canada or the
US.

PRINCIPAL TERMS AND CONDITIONS

The principal terms and conditions for the proposed purchase of 5 million common
shares of GDI are as follows:

ActiveCore shall sign a share subscription agreement to acquire 5 million common
shares of GDI for USD 10,000,000,  which may be  accomplished  over the next 180
days subject to certain financing to be arranged.

II   LOCK UP:

It is hereby expressly agreed that GDI and any of its shareholders,  managers or
advisors will not engage in a process of seeking an alternative investor,  whose
investment  would be in  substitution  for the  investment  provided for in this
letter, during the period to end May 31, 2004.

III  ASSUMED CLOSING DATE:

November 11, 2003 - Subscription Agreement

May 31, 2004 (outside date for Escrow Release of funds)

IV   CONDITIONS:

The  investment in GDI shall be subject to due diligence by ActiveCore - already
completed.

      The approval of ActiveCore's board of directors

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      The approval of GDI's board of directors

      Legal documentation satisfactory to both parties' legal counsel

     Provision  of the most recent two years  audited  financial  statements  in
accordance with US GAAP and SEC accounting  pronouncements  for SEC purposes (to
facilitate SB-2 approval of significant asset acquisition). Note if the SEC does
not approve the SB-2 prior to February 14, 2004, the audited  statements for the
period to the end of December 31, 2003, will be required.

GDI will  cause an  affidavit  to be sworn to the  effect  that no  relationship
exists between any member of GDI management,  including  immediate  family,  and
Ingeneus Research and its parent organization.

Election of Brian  MacDonald as a director of GDI, with Peter  Hamilton to be an
accepted as his official alternate in case of Brian MacDonald's  absence, and an
agreement to that  consultation  will bre held between  Brian  MacDonald and the
Chairman of GDI with regard to the appointment of another  independent  director
who may or may not have a seat on the board of directors currently.

Shares:  All shares provided as consideration in this transaction will rank pari
passu with all other  common  shares of GDI and will have all  rights  generally
associated  with common shares  including the right to participate in other fund
raisings. No other classes of common shares exist and none will be created prior
to the investment by ActiveCore.

Confidentiality:   ActiveCore and GDI will  undertake  to use  every  effort  to
maintain the  confidential  nature of the proposed  transaction  pending  mutual
agreement  as to any  announcement.  ActiveCore  further  agrees  to  execute  a
confidentiality  agreement in a mutually  acceptable form prior to being granted
access to GDI's books and records (already completed).

Litigation:  To the best of knowledge of ActiveCore and GDI, there is no action,
claim or demand or other  proceedings  pending or threatened before any court or
other administrative agency, which would materially and adversely affect GDI.

Conduct:   An undertaking  by GDI that,  pending the closing of the  transaction
contemplated  herein,  GDI shall have  conducted  business  only in the ordinary
course  and there  shall  have  occurred  no  material  adverse  change to GDI's
business activities.

Definitive Documentation:  It is understood that consummation of the transaction
contemplated  herein will be subject to the preparation,  execution and delivery
of a share subscription  agreement and such other documentation as may be deemed
appropriate (the "Agreement') by legal and accounting  counsel to ActiveCore and
GDI.

Applicable  Law:  The  Agreement  to  be  consummated  to  give  effect  to  the
transaction  herein  shall be  governed  by and  construed  and  interpreted  in
accordance  with the laws of  Alberta  and the  federal  securities  laws of the
United  States of America.  As ActiveCore  is a public  corporation  traded on a

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recognized  stock market in the United  States and is a reporting  entity within
the United States of America in case of difference in the  regulatory  treatment
of financial, securities and accounting matters, the laws and regulations of the
US SEC shall apply.

All notices under this Letter should be sent to:

     ActiveCore Technologies, Inc. att:        Brian J. MacDonald
                                               Chairman and CEO
                                               2275 Lakeshore Blvd. West
                                               Suite 401
                                               Toronto, Ontario M8V 3Y3

     Genetic Diagnositcs Inc.                  Mr. Steve Johnston
                                               Chairman
                                               55 University Avenue
                                               Suite 1100
                                               Toronto, Ontario  M5J 2H7


Dated this 10th day of November, 2003, at Toronto, Ontario.

EXECUTED:

ActiveCore Technologies Inc.

By:  /s/ Brian MacDonald
     --------------------
     Brian MacDonald, Chairman and CEO


Genetics Diagnostic Inc.

By:  /s/ Steven Johnston
     --------------------
     Steven Johnston, Chairman