<PAGE>
                                                                               
                                                         GiftPax(R)
                                                     American Sampling
                                                       Incorporated


                 IN VITRO INTERNATIONAL/NEW MOTHER GIFTPAX

THIS AGREEMENT, made and entered into this 24th day of October 1996, by and
between American Sampling Incorporated, having its principal place of business
at 84 Park Avenue, Flemington, New Jersey 08822-1159, hereinafter referred to
as the "Distributor", and In Vitro International, having its principal place
of business at 4241 Buena Vista #3, Dallas, Texas 75205, hereinafter referred
to as the "Advertiser."

                                WITNESSETH:

WHEREAS, the Distributor is engaged in the business of distributing New Mother
GiftPax (gift packages containing sample products, premiums and other items)
to new mothers and makes such distribution through participating hospitals
located in the territory or area set forth in Schedule "A" herein, and

WHEREAS, the Advertiser desires to have its products, literature and/or
premiums consisting of a Guardian DNA Offer included in New Mother GiftPax and
distributed in said territory upon the terms and conditions hereinafter set
forth.

NOW, THEREFORE, the parties hereto agree as follows:

1.Advertiser hereby agrees to furnish and deliver to the Distributor, at its
Fredericktown, Missouri warehouse, freight prepaid, the required amount of
Guardian DNA Offers for distribution by the Distributor. Delivery shall be
made on or before the 20th of the month prior to distribution with the first
delivery due by on or before December 20, 1996 and can be monthly, quarterly,
or semi-annually.  The commencement date of such distribution shall be January
1997 and shall continue through December 1997, or until all inserts are
distributed.  The distributor agrees to procure the maximum distribution of
said items in the described territory, and the Advertiser agrees to furnish
the Distributor for distribution a minimum of 3,773,000 units (314,416 units
per month).

2.      Distributor and Advertiser will review this agreement on a quarterly
        basis.  Advertiser may terminate agreement at the time of quarterly
        review.  Upon termination, right of first refusal will no longer apply.

3.      Distribution costs will be covered on a per inquiry basis.  Advertiser
        will send Distributor $5.00 per order received.  Payment and a full
        report of activity shall be submitted to Distributor on a monthly basis
        commencing March 1, 1997.

4.      All products and literature furnished by the Advertiser for inclusion in
        New Mother GiftPax must first be approved by the Distributor, and this
        Agreement is contingent upon the acceptance by the various participating
        hospitals of the item manufactured or








<PAGE>

                                                         GiftPax(R)
                                                     American Sampling
                                                       Incorporated


                                     2


  marketed by the Advertiser for inclusion in New Mother GiftPax.

5.      The Distributor hereby agrees that it will not include in New Mother
        GiftPax packages, within the territory set forth in Schedule "A," any
        item or article identical in type and use or similar to items furnished
        to it for distribution by the Advertiser.  The Advertiser, in turn,
        agrees not to furnish such items for distribution through participating
        hospitals other than through New Mother GiftPax.

6.      Upon  request, the Distributor will furnish to the Advertiser a schedule
        indicating the participating hospitals supplied, by name, city, state,
        and the number of New Mother GiftPax delivered containing the
        Advertiser's item.

7.      The Advertiser agrees to indemnify and hold the Distributor harmless
        from and against any and all claims, judgments, attorneys' fees and
        court costs arising out of claims based on the Advertiser's actions or
        its literature and/or the use thereof.  The Distributor shall give the
        Advertiser prompt written notice of any claim, and the Advertiser shall
        have the right to defend same.  The Distributor agrees to indemnify and
        hold the Advertiser harmless from and against any and all claims,
        judgments, attorneys' fees and court costs arising out of claims based
        on the Distributor's actions or on the products, premiums and other
        items and/or the use thereof of the other manufacturers participating in
        the distribution program.  The Advertiser shall give the Distributor
        prompt written notice of any claim, and the Distributor shall have the
        right to defend same.

8.      Right of First Refusal:   Advertiser's Guardian DNA Offer is hereby
        granted the right of first refusal from the date of the signing of this
        Agreement through the end of the business day, September 30, 1997, for
        the DNA Testing category for Distributor's New Mother GiftPax 1997
        Distribution.  While this right is in existence, should a category
        competitor request participation in the New Mother GiftPax distribution,
        the Distributor shall notify the Advertiser, in writing, and it shall
        have fifteen (15) business days from receipt of said notification to
        exercise the right of first refusal granted herein.  Such participation,
        however, shall be on terms and conditions no less favorable to the
        Distributor than those offered by the category competitor.  Distribution
        of sample products always takes precedence over literature distribution
        for any product category where sampling is viable.
















<PAGE>

                                                         GiftPax(R)
                                                     American Sampling
                                                       Incorporated


                                     3

IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
signed and executed the day and year first above written.

IN VITRO INTERNATIONAL

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

Title:  CEO & President  InVitro International
        --------------------------------------

Date:   10-24-96
        --------------------------------------

AMERICAN SAMPLING INCORPORATED

By:     /s/ Patricia Przywara              By:     /s/ Laura Przywara
        ------------------------                   --------------------------

Title:  President                          Title:  Mgr. Sales Admin
        ------------------------                   --------------------------

Date:   10-24-96                           Date:   10-24-96
        ------------------------                   --------------------------

 
































<PAGE>

                                                         GiftPax(R)
                                                     American Sampling
                                                       Incorporated


                                     4

------------------------------------------------------------------------------
------------------------------------------------------------------------------
                               SCHEDULE "A"

     TERRITORY IN WHICH THE GUARDIAN DNA OFFERS ARE TO BE DISTRIBUTED
               BY THE DISTRIBUTOR AND SHIPPING INSTRUCTIONS

------------------------------------------------------------------------------
------------------------------------------------------------------------------

New Mother GiftPax containing a Guardian DNA Offer will be distributed
nationally in the 48 contiguous states, including the District of Columbia. 
All coverage will be to new mothers.  Total inventory required is 3,773,000
units.

Advertiser will deliver, prepaid, the following inventory requirements on or
before December 20, 1996 with subsequent deliveries on or before the 20th of
the month prior to distribution to:


                         GIFTPAX PACKING LOCATION
                         ------------------------

                            Monthly:         314,416 units
                            Total:           3,773,000 units

Ship To:                    GiftTax/American Sampling, Inc.
                            200 S. Chamber Drive
                            Fredericktown, Missouri  63645
                            Attn:  Mr. Bob Holland
                            Phone:  (573) 783-7078
                            Fax:    (573) 783-7098

Instructions:      1.)  Delivery hours  7:00 a.m. - 12 noon
                                        (Monday - Friday)

                   2.)  Call for an appointment for trailer loads

                   3.)  Mark all cartons as to contents and quantity

                   4.)  Indicate NEW MOTHER GIFTPAX on shipping instructions