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                                                                  EXHIBIT 10.4

                  [LETTERHEAD OF ACCUMED INTERNATIONAL, INC.]

October 14, 1996

Donald M. Dorfman
641 West Willow Street - #208
Chicago, IL 60614

Subject:  Offer of Employment
          -------------------

Dear Don:

AccuMed International, Inc. is pleased to make you an offer of employment.  The
following information identifies the position, and gives a summary of some
compensation features:

Position:       Vice President Client Services & Business Development -
                Responsibilities to include, but not be limited to development
                and management of the customer support organization.  Some of
                the activities will include: customer training, installation,
                customer services and support for both major distributor and
                independent contracts; General Manager responsibilities for
                Oncometrics, Board reporting, monthly corporate reports and
                financial controls; New Product and Services development, i.e.,
                laboratory services consulting business, C.M.E. accredited
                education programs, software support/upgrade(s) and maintenance
                contracts, as well as third party relations, i.e., financial -
                Rockford leasing.

Reports to:     President, Cytopathology Division

Effective:      As soon as possible, but not later than November 1, 1996

Base Salary:    $4,792.00 paid on a semi-monthly basis - $115,000/year

Bonus:          Effective January 1, 1997, you will be eligible to earn up to
                25% of your annual base salary based upon performance of
                mutually agreeable goals and objectives (MBO's)

Other:          Upon development of a Laboratory Service Consulting Business, a
                Profit/Loss Compensation Plan will be developed, mutually
                agreeable between the parties.  Such Business shall not be
                developed or launched prior to the 2nd Quarter, 1997.

Options:        Upon acceptance of employment, as a signing bonus 25,000 Stock
                Options will be granted subject to the review and approval of
                the Board of Directors.  Price of the Options will be set at
                $4.00 based on acceptance of employment on October 14.


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Page Two

October 14, 1996



                1996.  This initial 25,000 grant will be exercisable, but
                restricted from sale for a period of twelve months.  An
                additional 75,000 Stock Options will be granted subject to the
                review and approval of the Board of Directors.  Price of the
                Options will be set at Fair Market Value on the close of the
                market on the day of the grant.  Vesting will be calculated from
                the date of the grant approval and in accordance with Employer's
                Stock Plan (20% per year over a five year period).

                In the event that Peter P. Gombrich leases the company, or
                control of the company changes, all Stock Options granted in
                this letter offer will vest immediately.

Benefits:       Eligible for existing company insurance benefits subject to the
                terms and conditions of third party policies, effective the
                first day of the next month after completion of 30 day new
                employee period.

Vacation:       Three weeks vacation after completion of one year's service
                pursuant to company policy.

The information above is a brief outline of some pertinent elements of our
offer.  The attached Employment Agreement supersedes this letter and contains
the entire understanding of the matters contemplated herein; this offer is
predicated upon execution of the Employment Agreement by both parties.  The
Employment Agreement will be for a term of twelve months, with a twelve month
severance provision.

Don, if you are in agreement with this offer, please execute the original and
duplicate of this Letter and the Employment Agreement.  Retain the duplicate(s)
for your records, and return the original(s) to me.  We look forward to your
being a permanent member of this dynamic organization and contributing to our
success.

Sincerely,

/s/  Peter P. Gombrich
Peter P. Gombrich
Chairman & CEO




/s/  Donald M. Dorfman
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Donald M. Dorfman                                  Date