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                                                                   EXHIBIT 10.35

THIS DEED is made the 12th day of September 2001.

BETWEEN

TIBOTEC-VIRCO N.V. whose registered address is at Intercity Business Park, Gen.
De Wittelen L11B , 2800 Mechelen, Belgium (hereinafter referred to as "TVNV");
and

VIRCO UK LIMITED (No. 03348588) whose registered address is at Cartwright and
Company, 106 High Street, Stevenege, Hertfordshire SGI 3DW England (hereinafter
referred to as Virco); and

VISIBLE GENETICS UK LTD (No. 04076100) whose registered address is at 20-22
Bedford Row, London, WCIR 4JS (hereinafter referred to as "VG UK"); and

VISIBLE GENETICS INC., whose registered address is at 700 Bay Street, Suite 1000
Toronto Canada M5G 1Z6 (hereinafter referred to as "VGI")

WHEREAS

A.   Virco wishes to sell certain Assets set out in Schedule A and VG UK wishes
     to acquire the said Assets from Virco. Virco shall retain certain other
     assets ("Excluded Assets") set out in Schedule B.

B.   VG UK wishes to acquire certain Expensed Items as set out in Schedule C and
     Virco wishes to sell such Expensed Items to VG UK.

C.   VG UK wishes to assume certain specific liabilities of Virco in relation to
     the Lease limited to those that relate to the period following the
     assignment of the Lease and that Virco will indemnify VG UK in respect of
     the liabilities to be acquired by VG UK that relate to the period prior to
     the assignment of the Lease.

D.   The Parties intend that the employees of Virco shall transfer to VG UK on
     the Completion Date in accordance with the Transfer of Undertakings for the
     Protection of Employment Regulations 1981 (as amended) (the TUPE
     Regulations), and subject to the terms and conditions set out in this deed,
     and that Virco may from time to time call upon the services of such
     employees to assist it in audit or regulatory matters.

E.   The Parties accept that the transaction described herein represents
     transfer of employees and assets between the companies who are in
     competition with each other in the same market and that the employees will
     be involved in research and development of products that may compete with
     Virco's and TVNV's current or future product portfolio.

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IT IS AGREED AS FOLLOWS: -

1.       DEFINITIONS

     1.1  In this deed including the Schedules, the following words and
          expressions have the following meanings:

"Assets"                                    means the assets set out in Schedule
                                            A.

"Completion Date"                           means the date on which Virco
                                            shall sell certain assets, grant a
                                            license to occupy to VG UK, and the
                                            employees of Virco shall transfer to
                                            VG UK.

"Excluded Assets"                           means the assets set out in Schedule
                                            B which shall remain the property of
                                            Virco and may be dealt with in any
                                            manner Virco sees fit upon the
                                            proviso that the Excluded Assets are
                                            removed from the Lease Premises
                                            prior to the Completion Date.

"Expensed Items"                            means the items which have been
                                            expensed during the current fiscal
                                            year as set out in Schedule C.

"Landlord"                                  means the Master Fellows and
                                            Scholars of the Holy and Undivided
                                            Trinity within the Town and
                                            University of Cambridge of King
                                            Henry the Eighth's Foundation,
                                            landlord under the Lease.

"Lease"                                     means the lease dated 19th January
                                            1999 by the Master Fellows and
                                            Scholars of the Holy and Undivided
                                            Trinity within the Town and
                                            University of Cambridge of King
                                            Henry the Eighth's Foundation to
                                            Virco, as lessee, and TVNV, as
                                            surety, of Trinity College Cambridge
                                            of Unit 184, Phase 3 Cambridge
                                            Science Park, Milton Road, Cambridge
                                            England CB4 0GA with associated
                                            rights and obligations, including
                                            but not limited to the bank
                                            guarantee to Trinity College.

"Premises"                                  has the meaning attributed to that
                                            term under the Lease.

         1.2      The clause and paragraph headings are for ease of reference
                  only and are not to be taken into account in the
                  interpretation of the provisions to which they refer.

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         1.3      Unless the context otherwise requires, references:

                  1.3.1    to numbered clauses and Schedules are references to
                           the relevant clause in, or Schedule to, this deed;
                           and

                  1.3.2    to a numbered paragraph in a Schedule are references
                           to the relevant paragraph in that Schedule.

         1.4      Words denoting the singular include the plural meaning and
                  vice versa.

         1.5      Words importing one gender include both genders.


2.   DEED FOR SALE AND PURCHASE, LICENSE TO OCCUPY AND FOR ASSIGNMENT OF LEASE

         2.1      Subject to the terms and conditions of this deed Virco shall:-

                  2.1.1    on the Completion Date sell to VG UK with full title
                           guarantee and VG UK shall purchase the Assets and
                           Expensed Items owned by Virco as set out in Schedules
                           A and C hereto; but excluding the Excluded Assets.

                  2.1.2    on or after the 5th October 2001 with full title
                           guarantee assign, and VG UK shall assume obligations
                           under, the Lease, including any goodwill attaching to
                           the Premises from Virco's business to VG UK, as of
                           the date of assignment, to hold the Premises to VG UK
                           for all the residue now unexpired of the term of
                           years granted by the Lease subject to payment of the
                           rent reserved by and the performance and observance
                           of the covenants on the part of the lessee and the
                           conditions contained in the Lease.

                  2.1.3    Upon the Completion Date grant a license to VG UK to
                           occupy the Premises upon the terms set out in
                           sub-clauses 2.4 to 2.7.

         2.2      VG UK liability for the assignment of the Lease shall commence
                  upon the date of assignment, and Virco and TVNV shall
                  otherwise indemnify VG UK in respect of any liabilities
                  acquired under the Lease to the extent that they relate to the
                  period prior to date of assignment. Copies of the Lease have
                  been supplied to VG UK, which shall be deemed to purchase with
                  full knowledge of its contents and shall raise no requisition,
                  enquiry or objection in relation to it.

         2.3      VG UK agrees to pay to Virco any and all advance payments made
                  by Virco in relation to the Lease which apply to the period
                  after the date of assignment in cases where such payments are
                  repaid by the Landlord to VG UK. VG UK hereby agrees that such
                  monies shall be payable on demand.

         2.4      VG UK shall be entitled to occupy the Premises at its entire
                  risk from the date hereof until the date of completion of the
                  assignment of the Premises between

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                  Virco and VG UK ("the Assignment") (or earlier as provided
                  herein) but as licensee only and subject to VG UK being liable
                  to pay all outgoings in respect of the Premises from the date
                  hereof and subject to VG UK paying the license fee referred to
                  in clause 3.1.3 below.

         2.5      VG UK shall be bound by the same exceptions and reservations
                  and shall observe and perform the covenants and obligations
                  contained in the Lease as if the Assignment had been completed
                  and shall indemnify Virco against any expense cost loss or
                  liability incurred or suffered by Virco due to any failure by
                  VG UK to observe and perform the obligations on the part of
                  the tenant contained in this clause 2 or as a result of VG UK
                  ceasing to exist or being subject to an insolvency or similar
                  event.

         2.6      If this deed becomes null and void (or if Virco's landlord for
                  the time being under the Lease fails to grant consent to the
                  Assignment in the form of a deed by 31 December 2001) VG UK
                  shall cease to occupy the Premises and shall remove from the
                  Premises VG UK's chattels and shall leave the Premises in good
                  repair and condition making good any damage caused to the
                  Premises in the removal of the chattels and any damage caused
                  thereto during the subsistence of the License to occupy as a
                  result of VG UK's acts or omissions.

         2.7      The parties agree to use their best endeavours to ensure that
                  the License to Assign is duly executed and delivered by the
                  Landlord on or about October 5, 2001. Upon reasonable written
                  request by VGI after October 5, 2001, Virco shall make
                  application to a court with jurisdiction for a declaration
                  that the Landlord is unreasonably delaying or withholding
                  consent to assignment of Lease. All reasonable costs
                  associated with such application shall be borne equally by VG
                  UK and Virco.


3.       PURCHASE CONSIDERATION

         3.1      The consideration for the sale of the Assets and Expensed
                  Items, the license to occupy and the assignment of the Lease
                  shall be the following: -

                  3.1.1    in relation to the Assets set out in Schedule A -
                           their net book value from the fixed asset register of
                           Virco as at 31 August 2001 stg (pound)553,117.38;

                  3.1.2    all items not classified as Assets or Excluded
                           Assets, as per Schedules A and B, shall be acquired
                           by VG UK for a total consideration of stg
                           (pound)15,487.50. This includes but is not limited To
                           all Expensed Items listed in Schedule C.

                  3.1.3    VG UK shall pay to Virco (or to Virco's landlord as
                           Virco shall direct) a sum equal to the rent reserved
                           from time to time under the Lease and all outgoings
                           in respect of the Premises by way of license fee
                           which shall be payable at the times and in the manner
                           specified in the Lease

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                  3.1.4    in relation to the assignment of the Lease (pound)1
                           and a covenant on the part of VG UK, upon the
                           CompletIon Date to pay the rent reserved by the Lease
                           and to observe and perform the covenants on the part
                           of the lessee and the conditions contained in the
                           Lease.

         3.2      The consideration shall be paid in sterling cash by VG UK to
                  Virco upon the Completion Date of the purchase in accordance
                  with Clause 4 below.

         3.3      The consideration set out above is exclusive of any applicable
                  value added tax, which VG UK may be additionally liable to pay
                  Virco.

         3.4      Nothing in this deed shall pass to VG UK, or shall be
                  construed as acceptance by VG UK of any liability, debt or
                  other obligation of Virco, other than as expressly set out in
                  this deed.


4.       THE COMPLETION DATE

         4.1      The parties hereby agree to use their best endeavours to
                  ensure that the Completion Date will occur by the 12th
                  September 2001.

         4.2      Upon the Completion Date, Virco shall deliver or procure
                  delivery to VG UK of:
                  a.       Physical possession of all the Assets and Expensed
                           Items capable of passing by delivery with the intent
                           that title in such Assets and Expensed Items shall
                           pass by and upon such delivery;
                  b.       Duly executed assignment of the Lease and other
                           documents in the agreed form necessary to assign the
                           Lease to VG UK;
                  c.       All personnel files for the Transferred Employees,
                           including all National Insurance PAYE records fully
                           completed in respect of the Transferred Employees
                           showing that all payments are up to date, and all
                           records required to be kept under the Working Time
                           Regulations 1998; and
                  d.       Vacant possession of the Premises.

         4.3      Against compliance by Virco and TVNV of their obligations
                  hereunder, upon the Completion Date, VG UK shall pay to Virco
                  in respect of the purchase consideration set out in Clause 3
                  above and except as described herein, Virco shall have no
                  further obligations in relation to the Assets, and Expensed
                  Items and Lease. Such payment shall be made by wire transfer
                  to the account of Virco UK Ltd, Account No. 50706965, Sort
                  Code 20-17-35, at Barclays Bank PLC, Chesterton Road,
                  Cambridge England.


5.       EMPLOYEES

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         5.1      The parties acknowledge and agree that the sale and purchase
                  pursuant to this deed will constitute a relevant transfer of
                  the employees listed on Schedule E (the "Transferred
                  Employees") for the purposes of the TUPE Regulations and that
                  it will not operate so as to terminate any of the contracts of
                  employment of the Transferred Employees and such contracts
                  shall be transferred to VG UK pursuant to the TUPE Regulations
                  with effect from the Completion Date and that from the
                  Completion Date Virco will no longer have any liability with
                  respect to the Transferred Employees, except as provided in
                  Clause 5.2 and 5.3.

         5.2      Virco and TVNV agree to fully to indemnify and keep
                  indemnified VG UK against all losses, damages, costs, actions,
                  awards, penalties, fines, proceedings, claims, demands,
                  liabilities (including without limitation any liability to
                  tax), and expenses (including without limitation, legal and
                  other professional fees and expenses) which VG UK may suffer,
                  sustain, incur, pay or be put to by reason or on account of or
                  arising from:

                  (1)      any claim or other legal recourse by all or any of
                           the Transferred Employees in respect of any fact or
                           matter concerning or arising from employment with
                           Virco prior to the Completion Date:

                  (2)      termination of any agents or contractors contract
                           with Virco

                  (3)      any act or omission done or omitted to be done by
                           Virco in relation to the Transferred Employees or any
                           other employee of Virco which by virtue of the TUPE
                           Regulations is deemed to be an act or omission of VG
                           UK;

                  (4)      without prejudice to sub-Clause (3) above, any claim
                           or demand or other legal recourse against VG UK by
                           any other person or agent or employee or contractor
                           of Virco who claims (whether correctly or not) that
                           VG UK has inherited liability from Virco in respect
                           of them by this deed; and

                  (5)      the employment or termination of employment of any
                           employee of Virco (other than the Transferred
                           Employees) whose employment is transferred to VG UK
                           by the TUPE Regulations.

         5.3      The parties agree that Brendan Larder and Sharon Kemp are
                  Transferred Employees for all purposes of this deed. Virco
                  agrees to waive the obligations of Brendan Larder and Sharon
                  Kemp under sub-clause 2.2 (the six-month notice period),
                  sub-clause 10.4, and the entirety of clause 12
                  (post-termination obligations) of the employment contracts
                  between Virco and each of Sharon Kemp and Brendan Larder.

         5.4      The Parties acknowledge that the Transferred Employees shall
                  be free of all restrictions to work for VG UK subject to the
                  following:

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                  5.4.1    VG UK agrees that the obligations of each of the
                           Transferred Employees towards Virco with respect to
                           Virco's confidential information shall remain valid
                           and in force for a period that is the lesser of five
                           years or as described in their original contract, and
                           that each such employee shall be prohibited in using
                           Virco's confidential information and confidential
                           materials for such period. The parties agree that the
                           provisions set out in clause 9 and subclauses 10.1,
                           10.2 and 10.3 of each of Brendan Larder's and Sharon
                           Kemp's Employment Contract and the provisions of
                           paragraphs 12, 13, 14 and 16 in the Virco Terms and
                           Conditions of Service of all other Transferred
                           Employees, which are reproduced in Schedule D,
                           continue to apply to each Transferred Employee for a
                           period of no greater than five years.

                  5.4.2    prior to the execution of this deed Brendan Larder
                           and Sharon Kemp shall execute a Letter attached as
                           Schedule F and each Transferred Employee shall
                           execute a Letter of Assurance confirming that they
                           will continue to abide by the terms of their contract
                           of employment with Virco UK Limited with respect to
                           Virco's confidential information and confidential
                           material, that these terms will survive the transfer
                           of their contract of employment to VG UK and that
                           they will not use the confidential materials for the
                           benefit of VG UK or its holding company.

                  For the avoidance of doubt the parties hereby agree that
                  notwithstanding anything to the contrary in their employment
                  contract with Virco the skills, knowledge and work experience
                  acquired by the Transferred Employees during their period of
                  employment with Virco shall not fall under the scope of this
                  clause 5.

                  5.4.3    prior to execution of this deed, VG UK shall provide
                           a Letter of Assurance that it has not received and
                           does not have in its possession any:

                           i.       reagents, biologicals (including but not
                                    limited to all human tissue and blood
                                    samples), biochemicals, laboratory notebooks
                                    and electronic information; and

                           ii.      hard copy or electronic format of
                                    experimental and production protocols, R & D
                                    project descriptions, software development
                                    projects including neural network
                                    development, algorithms on mutational
                                    patterns of HIV, HCV, HBV and other reports
                                    belonging to Virco. Such Letter of Assurance
                                    is attached as Schedule G.

                  5.4.4    from the Completion Date, Virco shall have, subject
                           to Clause 5.2 and all reasonable legal and regulatory
                           requirements, no further obligations to the
                           Transferred Employees.

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                  5.4.5    VG UK hereby agrees that Virco may from time to time
                           call upon the services of Morgan Hart and Gemma Young
                           to assist it in audit or regulatory matters. Such
                           assistance shall be limited in the case of Morgan
                           Hart to a maximum period of twelve days, which need
                           not be consecutive, commencing on the Completion Date
                           and ending on March 30, 2002. Such assistance shall
                           be limited in the case of Gemma Young to a maximum
                           period of three days, which need not be consecutive,
                           commencing at the Completion Date, and ending three
                           (3) months after the Completion Date. All costs and
                           expenses incurred by the employees, as a result of
                           such assistance given to Virco pursuant to the terms
                           of this Clause 5.5.5 shall be borne by Virco. For the
                           avoidance of doubt Virco shall pay Morgan Hart's
                           salary for the time period which he assists Virco.
                           For the avoidance of doubt VG UK further agrees that
                           Brendan Larder may present Virco data at the ICAAC
                           conference in September 2001.

         5.5      All salaries, business expenses, contractual bonuses and other
                  emoluments, including holiday pay, tax and national insurance
                  payments and contribution to retirement benefit schemes
                  relating to the Transferred Employees shall be borne by Virco
                  up to the Completion Date and all necessary apportionments
                  shall be made.


6.       SALE OF THE PARTIES HIV GENOTYPING ASSAY

In consideration of the mutual covenants and promises set out in this deed the
parties hereby agree as follows:

         6.1      VG UK will not offer clinical service laboratory activities in
                  Europe using the Virco HIV genotyping assay for a period of
                  three (3) years from the date of this deed.

         6.2      VG UK may offer clinical service laboratory activities based
                  on its HIV genotyping assay as currently available or future
                  developments on it.


7.       REPRESENTATIONS, WARRANTIES AND LIABILITIES

         7.1      All information contained in this deed and all other
                  information relating to the Assets, Expensed Items, license to
                  occupy, Lease or Transferred Employees given by Virco or its
                  representatives to VG UK or its representatives are true,
                  accurate and complete in every respect and there is no fact or
                  matter relating to the Assets, Expensed Items, license to
                  occupy, Lease or Transferred Employees which is known or ought
                  on reasonable enquiry to be known to Virco which has not been
                  disclosed or which renders any such matters or information
                  untrue, incomplete or

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                  misleading or the disclosure of which is material to be known
                  by a purchaser of the Assets, Expensed Items, Lease or
                  Transferred Employees.

         7.2      The Parties to this deed have full power and authority and
                  have taken all necessary corporate action to enable each
                  effectively to enter into and perform this deed and all deeds
                  entered into, or to be entered into, pursuant to the terms of
                  this deed, and such deeds when executed, will constitute
                  valid, binding and enforceable obligations on each in
                  accordance with their respective terms and, save with respect
                  to the consent of the Landlord in connection with the license
                  to occupy and the assignment of the Lease, each does not
                  require the consent, approval or authority of any other person
                  to enter into or perform its obligations under this deed and
                  each party's entry into and performance of this deed will not
                  constitute any breach of or default under any obligation
                  binding upon it, and it is not engaged in or threatened under
                  any litigation or arbitration proceedings which might have an
                  effect upon its capacity or ability to perform its obligations
                  under this deed.

         7.3      TITLE TO THE ASSETS AND EXPENSED ITEMS

                  7.3.1    Virco warrants the condition of the Assets and
                           Expensed Items on an "as is where is" basis and,
                           except as provided herein, does not warrant as to the
                           condition, fitness for purpose or any other warranty
                           implied under the Sale of Goods Act 1979 or the Sale
                           and Supply of Goods Act 1994 in respect of the Assets
                           or Expensed Items.

                  7.3.2    Virco has or will have at Completion Date good and
                           marketable title to and has in its possession and
                           under its control, all of the Assets and Expensed
                           Items which are sold free from any charge, lien,
                           encumbrance, equity, deed of hire or hire purchase or
                           for payment on deferred terms, bill of sale or any
                           obligation to pay any outstanding sums in respect of
                           them and no person other than Virco has or claims any
                           rights in relation to the Assets or Expensed Items or
                           any of them and the Assets or Expensed Items are not
                           subject to or potentially subject to any floating
                           charge or guarantee given by Virco or by any person
                           or company connected with Virco.

                  7.3.3    All documents which in any way affect the right,
                           title or interest of Virco in or to any of the Assets
                           and which attract stamp duty have been duly stamped
                           within the requisite period for stamping.

         7.4      TRANSFERRED EMPLOYEES

                  7.4.1    No person is employed or engaged by Virco at the
                           Premises (whether under a contract of service or
                           contract for services) other than the Transferred
                           Employees and the Transferred Employees are all
                           employed directly by Virco.

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                  7.4.2    Virco has disclosed copies of all service contracts
                           and contracts for services and full particulars of
                           the current terms of employment or engagement of all
                           Transferred Employees and all of such particulars are
                           true and accurate and complete in all respects.

                  7.4.3    In respect of each of the Transferred Employees,
                           Virco has performed all obligations and duties
                           required to be performed by it (and has settled all
                           outstanding claims and debts), whether arising under
                           contract, statute, at common law or in equity;

                  7.4.4    Except as described in this deed with respect to the
                           Schedule D employees, Virco has not offered any
                           contract of employment or contract for services to
                           any person (except to any of the Transferred
                           Employees).

                  7.4.5    Virco has not offered or agreed for any future
                           variation in any contract of employment in respect of
                           the Transferred Employees or any other person
                           employed by Virco in respect of whom liability is
                           deemed by the TUPE Regulations to pass to VG UK.

                  7.4.6    Virco has paid, or will make timely payment, to the
                           Inland Revenue and any other appropriate authority
                           all taxes, National Insurance contributions and other
                           levies due in respect of the Transferred Employees in
                           respect of their employment by Virco up to the
                           Completion Date.

                  7.4.7    There are no enquiries or investigations existing,
                           pending or threatened into Virco by the Equal
                           Opportunities Commission or the Commission for Racial
                           Equality or other similar authorities.

                  7.4.8    With the exception of Brendan Larder no Transferred
                           Employee has given or received notice terminating his
                           employment or engagement in connection with Virco.
                           There is no person previously employed by Virco who
                           now has or may in the future have a right to return
                           to work (whether for reasons connected with maternity
                           leave or absence by reason of illness or incapacity
                           or otherwise) or a right to be reinstated or
                           re-engaged by Virco or to any other compensation.

                  7.4.9    There are not in existence and Virco has not proposed
                           or is not proposing to introduce any bonus, profit
                           sharing scheme, share option scheme, share incentive
                           scheme or any other scheme or arrangement under which
                           the Transferred Employees or any of them are or is or
                           would be entitled to participate in the profits of
                           the Assets, Expensed Items, Lease or Employees.

                  7.4.10   There are no amounts outstanding or promised to any
                           of the Transferred Employees and no liability has
                           been incurred by Virco which remains undischarged for
                           breach of any contract of service or

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                           for services or for redundancy payments (including
                           protective awards) or for compensation under any
                           employment legislation or regulations or for wrongful
                           dismissal, unfair dismissal, equal pay, sex, race or
                           disability discrimination or otherwise and no order
                           has been made at any time for the reinstatement or
                           re-engagement of any of the Employees or any person
                           formerly employed or engaged.

                  7.4.11   Virco has complied with the Working Time Regulations
                           1998 in respect of the Transferred Employees and any
                           other person who provides services whom Virco has
                           regarded as its employee under such Regulations.

                  7.4.12   Virco is not engaged or involved in any dispute,
                           claim or legal proceedings (whether arising under
                           contract, common law, statute or in equity) with any
                           of the Transferred Employees nor with any other
                           person employed by Virco in respect of whom liability
                           is deemed to pass to VG UK by virtue of the TUPE
                           Regulations, and so far as Virco is aware there is no
                           likelihood of any such dispute, claim or proceedings
                           arising at any time.

                  7.4.13   There are no acts or omissions by Virco in relation
                           to any of the Transferred Employees, which could give
                           rise to a successful claim against Virco or VG UK.

                  7.4.14   Virco has not recognised any trade union, works/staff
                           councils or association of trade unions or any other
                           organisation of employees in respect of the
                           Transferred Employees or any of them. There is no
                           collective deed or other deed or arrangement (whether
                           in writing, or by custom and practice) with any trade
                           union, staff association, staff works council or
                           other organisation of employees in relation to Virco
                           and Virco is not involved or likely to be involved in
                           any industrial or trade dispute or negotiation with
                           any trade union or other employee organisation.

         7.5      Neither Virco nor any person for whose acts or omissions it
                  may be vicariously liable is engaged in or subject to any
                  civil, criminal or arbitration proceedings in relation to the
                  Assets, Expensed Items, license to occupy, Lease or
                  Transferred Employees or any of them and there are no such
                  proceedings pending or threatened by or against Virco or
                  against any such person and there are no facts or
                  circumstances likely to give rise to any such proceedings and
                  there are no judgements outstanding against Virco which affect
                  or might affect any of the Assets, Expensed Items, license to
                  occupy, Lease or Transferred Employees.

         7.6      Virco warrants that at the Completion Date it has removed its
                  confidential and proprietary information, its Excluded Assets,
                  and those Schedule A assets which are denoted as remaining
                  with Virco, from the Premises.

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         7.7      Virco warrants that to the best of its knowledge at date of
                  assignment there are no encumbrances nor knows of any
                  impediments which may effect the validity of the Lease or the
                  assignment of the same nor of any amendment to the Lease. For
                  the avoidance of doubt Virco and TVNV represents and warrants
                  that to the best of their knowledge, there is no legal
                  impediment to the Landlord granting the License to Assign the
                  Lease Premises on the date of Assignment.

         7.8      Except in respect of death or personal injury caused by
                  Virco's negligence, neither TVNV nor Virco shall be liable to
                  VG UK by reason of any representation (unless fraudulent or
                  negligent) or any implied warranties, condition or other term,
                  or any duty at common law, for any direct, special or
                  consequential loss or damage (whether loss of profit or
                  otherwise) costs, expenses or other claims for compensation
                  whatsoever (whether caused by the negligence of Virco, its
                  employees or agents or otherwise), arising out of the sale or
                  their use or resale by VG UK and the entire liability of Virco
                  under or in connection with the sale of the Assets and
                  Expensed Items shall not exceed the price of the said Assets
                  and Expensed Items, paid by VG UK to Virco.

         7.9      VG UK shall indemnify Virco against all claims, demands,
                  proceedings damages, costs and expenses raising out of or
                  incidental to its breach, non-observance or non-performance of
                  the covenants and conditions contained in the license to
                  occupy.

         7.10     VG UK shall indemnify Virco against all claims, demands,
                  proceedings damages, costs and expenses raising out of or
                  incidental to its breach, non-observance or non-performance of
                  the covenants and conditions contained in the Lease after the
                  Completion Date and Virco shall indemnify VG UK against all
                  claims, demands, proceedings damages, costs and expenses
                  raising out of or incidental to its breach, non-observance or
                  non performance of the covenants and conditions contained in
                  the Lease to the extent that they relate to the period prior
                  to the date of assignment if:


8.       RESCISSION

         Without prejudice to its other rights and remedies either party may
         rescind this deed forthwith by notice in writing to the other prior to
         the Completion Date if:

         8.1.1    any or all of the applicable regulatory and parent
                  shareholder/director approvals are not received; or

         8.1.2    there is any material misrepresentation of a material fact or
                  fraud in entering into this deed; or

         8.1.3    there is any material change in the ownership or control of
                  either party which is unacceptable to the other for any
                  reason; or

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         8.1.4    one of the parties makes any voluntary arrangement with its
                  creditors or becomes subject to an administration order; or

         8.1.5    one of the parties becomes insolvent or compounds with its
                  creditors or convenes a meeting to consider a resolution that
                  it be placed in liquidation (other than a solvent liquidation
                  for the purposes of amalgamation or reconstruction) or suffers
                  a petition to be presented that it be placed in liquidation or
                  has an administrative receiver, receiver or manager appointed
                  in respect of all or any of its assets or is adjudication
                  bankrupt, makes an assignment for the benefit of, or any
                  composition with, its creditors or takes advantage of any
                  insolvency act (or in each case the equivalent in any
                  jurisdiction); or

         8.1.6    one of the parties commits any remediable breach of any of the
                  terms or conditions of this deed including a failure to pay
                  pursuant to Clause 3 and fails to remedy the breach within 21
                  (twenty one) days; or

         8.1.7    the Lease is not assigned.


9.       PARENTAL GUARANTEES

         9.1      VGI hereby irrevocably and unconditionally guarantees to Virco
                  the due and punctual performance of each obligation of VG UK
                  to pay monies under this deed and also guarantees VG UK
                  performance of all other obligations hereunder and VGI hereby
                  agrees that if VG UK shall make any default in observing and
                  performing the said obligations in every such case VGI will
                  pay and make good to TVNV on demand all loses, damages and
                  expenses sustained by Virco in respect of all such matters VGI
                  shall not be discharged from or released from its obligations
                  under this clause 9.1 by any arrangement made between VG UK
                  and VGI and/or any third party.

         9.2      TVNV hereby irrevocably and unconditionally guarantees to VG
                  UK the due and punctual performance of each obligation of
                  Virco to pay monies under this deed and also guarantees Virco
                  performance of all other obligations hereunder and TVNV hereby
                  agrees that if Virco shall make any default in observing and
                  performing the said obligations in every such case TVNV will
                  pay and make good to VG UK on demand all loses, damages and
                  expenses sustained by VG UK in respect of all such matters
                  Virco shall not be discharged from or released from its
                  obligations under this clause 9.2 by any arrangement made
                  between TVNV and Virco and/or any third party.


10.      ANNOUNCEMENTS

     No announcement of any kind shall be made in respect of the subject matter
     of this deed except as specifically agreed between Virco and VG UK. Any
     announcement by either party shall in any event be issued only after prior
     consultation with the other

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     and the parties shall make best efforts to agree upon the text of the
     announcement within five (5) working days of the request. The provisions of
     this clause 10 shall not apply to disclosures or announcements that are
     made pursuant to law or regulation.


11.      COSTS

     All expenses incurred by or on behalf of the parties, including all fees of
     agents, solicitors, accountants, employed by either of the parties in
     connection with the negotiation, preparation and execution of this deed
     shall be borne solely by the party which incurred them.


12.      NOTICES

     Any notice or other communication given pursuant to or made under or in
     connection with the matters contemplated by this deed shall be in writing
     and shall be delivered by courier, sent by registered post or sent by
     facsimile to the address or facsimile number of the recipient set out below
     or as specified by the recipient from time to time. Notices sent by e-mail
     or facsimile shall not be valid to themselves and must be confirmed in hard
     copy form by courier or by registered post.

                  Notices to Virco or to TVNV  to:
                           C/O Tibotec-Virco N.V
                           Intercity Business Park,
                           Gen. De Wittelan L11B 4,
                           2800 Mechelen,
                           Belgium          Attention: Paul Stoffels

                  Notices to VGI or VG UK:
                           C/O Visible Genetics Inc.
                           700 Bay Street, Suite 1000
                           Toronto, Ontario
                           Canada M5G 1Z6   Attention: General Counsel

     Any notice given pursuant to this clause shall be deemed to have been
     received: (a) if delivered by courier, at the time of delivery; or (b) if
     sent by post; where posted in the country of the addressee, on the second
     working day following the day of posting; and where posted in any other
     country, on the fifth working day following the day of posting.


13.      ENTIRE DEED AND SCHEDULES

         13.1     This deed and the Schedules constitute the entire deed and
                  understanding between the parties with respect to all matters
                  which are referred to.

         13.2     The Schedules form part of this deed.

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         13.3     This deed binds each party's successors and assigns.


14.      INVALIDITY

     If any term or provision in this deed shall in whole or in part be held to
     any extent to be illegal or unenforceable under any enactment or rule of
     law, that term or provision or part shall to that extent be deemed not to
     form part of this deed and the enforceability of the remainder of this deed
     shall not be affected.


15.      PROPER LAW

     The construction, validity and performance of this deed shall be governed
     by the laws of England.


16.      RIGHTS OF THIRD PARTIES

     A person who is not a party to this deed may not enforce any of its terms
     under the Contracts (Rights of Third Parties) Act 1999. Notwithstanding any
     term of this deed, the consent of any third party is not required for any
     variation (including any release or compromise of any liability under) or
     termination of this deed.

17.      COUNTERPARTS

This deed may be executed in any number of counterparts and by facsimile and by
the parties on separate counterparts, each of which when so executed shall be an
original of this deed, and all of which shall together constitute one and the
same instrument. Complete sets of counterparts shall be lodged with each party.



<Page>


EXECUTED BY THE PARTIES AS A DEED


Common Seal of TIBOTEC-VIRCO N.V.
was hereunto
affixed in the presence of :

Director:____________________________

Director/Secretary:__________________

Date: _______________________________


Common Seal of VIRCO UK LTD.
was hereunto
affixed in the presence of:

Director_____________________________

Director/Secretary:__________________

Date: _______________________________


Common Seal of VISIBLE GENETICS UK LTD
was hereunto
affixed in the presence of:

Director_____________________________

Director/Secretary:__________________

Date: _______________________________


Common Seal of VISIBLE GENETICS INC.
was hereunto
affixed in the presence of:

Director_____________________________

Director/Secretary:__________________

Date: _______________________________





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