<PAGE>


     [*] = Certain confidential information contained in this Exhibit 4.1,
     marked by brackets with asterisks, has been omitted and filed separately
     with the Securities and Exchange Commission pursuant to Rule 24b-2 of the
     Securities Exchange Act of 1934, as amended.

                                                                     Exhibit 4.1

                                SUPPLY AGREEMENT
                                ----------------

     This Supply Agreement is made and entered into by and between Diagnostic
     Chemicals Limited, a corporation with principal offices at 16 McCarville
     Street, Charlottetown PEI, Canada C 1E 2A6 ("DCL"), and International
     Medical Innovations Inc., 4211 Yonge Street, Suite 300, Toronto, Ontario,
     Canada M2P 2A9 ("IMI").

     DCL manufactures the product listed in Appendix A; and

     IMI desires to purchase quantities of said products for resale; and

     DCL is willing to supply IMI with said products as an exclusive supplier
     for the US and Canada under the terms and conditions of this agreement.

     All parties hereto agree to the following:

Definitions
-----------

     For the purposes of this Agreement, the following terms shall have the
     following meanings:

     1.1  Agreement shall mean this Supply Agreement.

     1.2  Product(s) shall mean those products listed in Appendix A including
     any refinements and replacements and improvements on such product(s)
     developed by IMI and transferred to DCL. Appendix A may be modified from
     time to time by mutual consent and subsequent written amendment to this
     Agreement.

     1.3  Calendar Year shall mean, with respect to the first calendar year, the
     period commencing on the Effective Date and ending on December 31 of the
     same year. The second and subsequent calendar years shall commence on
     January 1, and end on December 31 of each year thereafter.

     1.4  Certificate of Analysis shall mean the document prepared by DCL for
     each lot of Product(s) containing the results of tests performed on
     Product(s) demonstrating that such shipment conforms to the mutually
     agreed-to specification described in Appendix B. Said Certificate of
     Analysis shall be faxed and the original mailed to IMI at the time the
     product is released for shipment.

     1.5  Finished Goods Stocking Date shall mean the calendar date when a
     specific lot number of product will be released for shipment.

     1.6  Effective Date shall mean the date of last signing of this Agreement
     by either Party.

<PAGE>

     1.7  Party or Parties shall mean "DCL" or "IMI", or both, as the context
     indicates.

2.  Product
    -------

     2.1  Pricing. The purchase and sale of Product(s) shall be based on the
     product(s) described in Appendix A and be in accordance with the pricing
     schedule as shown in Appendix C and shall remain fixed for one (1) year
     from Effective Date. Prices will be reviewed on an annual basis. Any
     changes in pricing must be based on changes in material, labor costs, or
     volumes. Changes in pricing must be made with at least 60 days prior
     written notification.

     2.2  Manufacturing of Products. Shipments. and Purchase Orders.
     Manufacturing of Product(s) by DCL shall be in response to written purchase
     orders submitted by IMI to DCL, Purchase orders shall be submitted at least
     60 days prior to a requested Finished Goods Stocking Date. DCL agrees to
     accept all purchase orders for Product(s) placed by IMI and to drop ship
     products to IMI customers upon request from IMI and in accordance with IMI
     written instructions. Product(s) shall be shipped F.O.B. DCL's
     manufacturing location to the location specified by IMI. Shipping costs
     will be invoiced to IMI.

     2.3  Rejections. IMI shall notify DCL in writing of its rejection of any
     product within five (5) working days after receipt of a CERTIFICATE OF
     ANALYSIS from DCL. The sole basis for a rejection shall be the failure of
     the product to conform to the CERTIFICATE OF ANALYSIS, in accordance with
     Appendix B. Failure of IMI to reject a shipment of Product(s) in accordance
     with this Section 2.3 shall constitute acceptance of the Product. Unless
     the shipment is rejected by IMI, IMI agrees to pay DCL the purchase price
     within thirty (30) days of receipt of the invoice.

     2.4  Forecast. For the first calendar year or part thereof, IMI shall
     submit to DCL a rolling twelve (12) month forecast with a firm
     non-cancelable written purchase order for the first shipment. The balance
     of such forecasts shall represent reasonable estimates for planning
     purposes only and shall not obligate IMI to purchase such or any amounts,
     however DCL will only build products to a firm Purchase Order placed in
     accordance with Section 2.2 of this Agreement. In subsequent years, IMI
     will provide DCL with a non-cancelable one-year blanket Purchase Order
     against which periodic orders will be placed in accordance with Section 2.2
     of this Agreement.

     2.5  Instructions. DCL agrees to provide storage and handling instructions
     on all shipping labels adhered to the Product(s).

     2.6  Modifications. IMI must approve in advance in writing, any change made
     by DCL affecting fit, form, or function in raw materials, formulations,
     manufacturing process or QC testing. For changes initiated by IMI, IMI will
     notify DCL in writing ninety (90) days in advance, and no change in fit,
     form, or

                                       2

<PAGE>

     function will apply to any purchase order placed by IMI prior to the
     effective date of such change. Added expenses due to changes by IMI or DCL
     will be passed on to IMI.

     2.7  Correcting Problems. DCL will cooperate with IMI in investigating and
     assisting IMI in correcting any problems IMI has with the Product(s). DCL
     will use reasonable efforts to implement any corrective actions deemed
     necessary by IMI.

     2.8  Material Safety Data Sheets. DCL shall supply a current Material
     Safety Data Sheet (MSDS) for the Product(s) sold under this agreement. DCL
     will revise the MSDS for the Product(s) any time there is a change to such
     Product(s).

     2.9  IMI agrees to provide at no cost to DCL, equipment needed for QC of
     the finished product. This equipment consists of, but is not limited to a
     Reader, associated Software, and a Laptop Computer. Upon termination of the
     agreement, DCL will promptly return the equipment to IMI.

     2.10  Before DCL undertakes to manufacture the product, IMI must provide
     DCL with data demonstrating that multiple lots of the product can be
     manufactured to meet the required specifications. The data must also
     demonstrate that the Quality Control Procedures are accurate and
     reproducible with multiple lots.

3.  Warranties
    ----------

     3.1  DCL Warrant. DCL warrants and represents that:

          (a)  DCL is a corporation duly organized, validly existing and in good
               standing under the laws of Canada.

          (b)  DCL has full right, power and authority to enter into this
               agreement, and that the execution and performance of this
               agreement shall not knowingly constitute a violation of any
               material covenant or restriction, or a breach of any obligation
               under any other agreement, contract, commitment, rule, or
               regulation to which DCL is a party or by which DCL is bound.

          (c)  The Product(s) supplied by DCL to IMI shall conform to the
               specifications contained in Appendix B.

     3.2  IMI Warrant. IMI warrants and represents that:

          (a)  IMI is a corporation duly organized, validly existing and in good
               standing under the laws of Canada.

          (b)  IMI has full right, power, and authority to enter into this
               Agreement, and that the execution and performance of this
               Agreement


                                       3

<PAGE>

               shall not knowingly constitute a violation of any material
               covenant or restriction, or a breach of any obligation under any
               other agreement, contract, commitment, rule, or regulation to
               which IMI is a party or by which IMI is bound.

          (c)  IMI has or will have all the necessary qualified personnel,
               equipment, materials, facilities, and support for customers and
               performance hereunder and to meet necessary regulatory
               requirements.

     3.3  Indemnification

          (a)  IMI agrees to defend, indemnify and hold DCL, its affiliates,
               employees and agents (including successors and assigns) harmless
               from and against all costs, damages, expenses and liabilities
               arising out of or relating to any claims by third parties for
               costs, damages, expenses (including legal fees) and liabilities
               (collectively a "Claim") arising out of any errors in the data or
               information provided to DCL under this Agreement, the negligence
               or willful misconduct of IMI or any breach by IMI of any of the
               terms of this Agreement, provided however, that this indemnity
               shall not extend to any claim, demand, or legal action, (i)
               arising in any way from any negligent act or omission of DCL or
               (ii) arising in any way from violation by DCL of any third party
               patent, trademark, copyright or trade secret rights.

          (b)  DCL agrees to defend, indemnify and hold IMI, its affiliates,
               employees and agents (including successors and assigns) harmless
               from and against all costs, damages, expenses and liabilities
               arising out of or relating to any claims by third parties for
               costs, damages, expenses (including legal fees) and liabilities
               (collectively a "Claim") arising out of DCL's negligence or
               willful misconduct, defects in the Products supplied to IMI or as
               a result of any breach by DCL of any of the terms of this
               Agreement, provided, however, that this indemnity shall not
               extend to any claim, demand, or legal action (i) arising in any
               way from any negligent act or omission of IMI or (ii) arising in
               any way from any violation by IMI of any third party patent,
               trademark, copyright or trade secrets.

          (c)  The indemnifying party shall have sole control over the defense
               and settlement of any Claim and the indemnified party shall
               cooperate with the indemnifying party in any such defense or
               settlement.

     3.4  Disclaimer. Except as otherwise expressly provided herein, DCL
     disclaims all warranties, express or implied, including without limitation
     warranties of merchantability or fitness for a particular purpose, or
     warranties against patent infringement.

                                       4

<PAGE>

4.  Confidential Information
    ------------------------

     4.1  Obligation to Protect. Each of the Parties shall take such steps as
     are reasonably required (including without limitation such steps as such
     Party takes to protect its own proprietary information) to protect
     confidential and/or propriety information ("Confidential Information")
     supplied or revealed to it by the other Party pursuant to this Agreement,
     and shall not, directly or indirectly, disclose to any third party or use
     such information except pursuant to this Agreement. Any Confidential
     Information and/or proprietary information shall be in writing and clearly
     designated Confidential, or if initially disclosed orally, confirmed in
     writing within thirty (30) days of disclosure. Not-with-standing the
     foregoing, the Confidentiality Agreement dated January 10, 2000 between DCL
     and IMI will govern.

5.  Term and Termination
    --------------------

     5.1  Term. Unless earlier terminated as provided herein, this Agreement
     shall continue for 5 years commencing on the Effective Date hereof, and
     shall be automatically renewable for additional one (1) year terms unless
     either Party provides written notification to the other Party of its
     intention not to renew at least six (6) months prior to the termination
     date.

     5.2  Termination Upon Consent. This Agreement may be terminated at any
     time, by IMI with 180 days prior written notice and by DCL with 12 months
     notice.

     5.3  Termination Upon Breach. Either Party may terminate this Agreement for
     breach of any of its material provisions upon sixty (60) days prior written
     notice to the other, if during such sixty-day notice period the default is
     not corrected to the reasonable satisfaction of the non-defaulting Party.
     In addition, either Party may terminate this Agreement by giving the other
     Party at least sixty (60) days written notice if such other Party has
     entered into or committed any act of liquidation, bankruptcy, insolvency,
     receivership, or assignment for the benefit of creditors, to the extent
     such act is permitted by law.

     5.4  Transfer of Materials Upon Termination. Except for breach by DCL, IMI
     agrees to purchase up to six months worth of raw materials, packaging
     materials shipping materials, labeling materials, and all in-process and
     finished goods from DCL upon termination of this Agreement as long as the
     materials conform to the specifications contained in Appendix B. Upon
     termination due to breach by DCL, IMI has the option to purchase the above
     materials from DCL.

     5.5  Dispute Resolution. The Parties covenant and agree in good faith to
     attempt for a period of sixty (60) days, to resolve any disputes which may


                                       5

<PAGE>

     arise in connection with this Agreement through negotiation and settlement
     prior to giving notice of termination or bringing any legal action against
     the other Party in connection with this Agreement. The provisions of this
     Section shall not apply if one Party refuses to negotiate the dispute in
     good faith, or if more prompt legal action is required to avoid material
     loss or damage. Failure to resolve a dispute by negotiated settlement shall
     not prejudice any subsequent legal action with respect thereto.

6.   Government Approvals
     --------------------

     IMI, at its own expense, will be responsible for obtaining all necessary
     governmental approvals for the Product(s) to IMI.

7.   Miscellaneous
     -------------

     7.1  Relationship of the Parties: The relationship of DCL to IMI under this
     Agreement is intended to be that of independent contractor. Nothing
     contained in this Agreement is intended or is to be construed so as to
     constitute DCL and IMI as partners or as employer/employee or
     principal/agent or the employees or the agents of any Parts' hereto as
     employees or agents of any other Party hereto. Neither Party hereto has any
     express or implied right or authority under this Agreement to assume or
     create any obligations on behalf of or in the name of the other Party
     hereto or to bind the other Party hereto to any contract, agreement or
     undertaking with any third party, other than the successors and permitted
     assigns of the respective Parties hereto.

     7.2  Assignment: This Agreement shall be binding upon and inure to the
     benefit of the Parties hereto and their respective successors and assigns,
     provided, however, that neither Party shall have the right to transfer or
     assign its interest in this Agreement without the prior written consent of
     the other Party, except that either Party may make such transfer or
     assignment to a partner, subsidiary, or entity otherwise controlled by or
     under common control with such Party, or to an entity acquiring
     substantially all the assets of a Party to which this Agreement pertains.
     No transfer or assignment will relieve the transferor or assignor of any
     liability or obligation hereunder.

     7.3  Waiver of Performance: A failure of a Party hereto at any time to
     require performance by the other Party hereto of any provision hereof
     required to be performed by such other Party, will in no way affect the
     right of the first Party to require such performance at any time
     thereafter. The waiver of any breach of any provision hereof will in no way
     be construed as a waiver of any succeeding breach of such provision or a
     waiver of the provision itself.

                                       6

<PAGE>

     7.4  Severability: In the event any provision of this Agreement shall be
     invalid, void, illegal, or un-enforceable, the remaining provisions hereof
     nevertheless will continue in full force and effect without being impaired
     or invalidated in any way.

     7.5  Survival: The provisions of Sections 3 and 4 shall survive five (5)
     years from the date of termination of this Agreement.

     7.6  Notices: Any notice or other communication required or permitted to be
     made or to be given to either Party under this Agreement shall be
     sufficiently made or given on the date of mailing if sent to such Party by
     certified first class mail, postage prepaid, addressed to it as its address
     set forth below, or to such other address as shall be designated by written
     notice given to the other Party.

     If to DCL:

                      Attn:
                      Mr.  David Templeton
                      Chief Executive Officer
                      Diagnostics Division
                      Diagnostic Chemicals Limited
                      160 Christian Street
                      Oxford, CT 06478

     If to IMI

                      Attn:
                      President

                      IMI International Medical Innovations, Inc.
                      4211 Yonge Street
                      Suite 300
                      Toronto, Ontario
                      Canada M2P 2A9

     7.7  Force Majeure: Either Party shall be excused from the performance of
     its obligations hereunder, or such performance may be delayed, by causes
     beyond its reasonable control, including without limitation, acts of God,
     war, riot, epidemic, fire, flood, insurrection, military authorities, or
     failure of transportation or communication.

     7.8  Entire Agreement; Modification: This Agreement and the Appendices
     attached hereto constitute the full and entire understanding and agreement
     of the Parties hereto with regard to the subjects hereof, and supersede all
     prior agreements or understandings, written or oral, between the Parties
     with respect to the subject hereof. This Agreement may not be amended
     except by a written instrument signed by all of the Parties hereto.

                                       7

<PAGE>

8.   Arbitration
     -----------

     Any and all disputes arising from this Agreement shall be amicably and
     promptly settled upon consultation between the parties hereto, but in case
     of failure of amicable settlement of any dispute, it shall be resolved by
     arbitration. If the arbitration is requested by DCL, the arbitration shall
     be held in Canada under the laws of Canada. If the arbitration is requested
     by IMI, the arbitration shall be held in Canada, under the laws of Canada.
     The award rendered shall be final and binding upon both parties hereto. The
     arbitrators shall have no power to add to, subtract from, or modify any of
     the terms or conditions of this Agreement. Any award rendered in such
     arbitration may be enforced by either party in the Court with proper
     jurisdiction, as the case may be, to whose jurisdiction for such purposes
     each of the parties hereby irrevocably consents and submits. Each party
     shall bear its own legal and arbitration expenses; except, if the
     arbitrator(s) determine that a Party has acted in bad faith or committed
     willful misconduct, the arbitrator(s) may assess as part of their award the
     legal fees and arbitration expenses of the other party. Either party may
     require that the arbitrator(s) set forth in writing its (their) findings of
     fact and basis for their award. The arbitrator(s) will have the power to
     award an equitable remedy. Notwithstanding anything herein, a Party may
     seek equitable relief in any court of competent jurisdiction to maintain
     status quo pending resolution of a dispute in arbitration pursuant to this
     Agreement or if such Party reasonably believes recourse to such court is
     likely to provide more expeditious relief.

     IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be
duly executed by their authorized representatives as of the date first above
written.

DCL                                                  IMI

By: /s/ David Templeton                              By:  /s/ Brent Norton

Title:  C.E.O.                                       Title: C.E.O.

Date: May 21, 2001                                   Date:  19/6/01


                                       8

<PAGE>

                                   APPENDIX A

Cholesterol 1,2,3 test kit will be packed to contain 20 individual tests per
kit. The materials going into each kit consists of

          [*******************]
          [**********************]
          [*******************]
          [**********************]
          [*****************************]
          [*********]
          [***********************]
          [************************]
          [*******************]
          [**********]
          [*******]
          [*******************]
          [***************]
          [******]



                                       9

<PAGE>

                                   APPENDIX B

                             Certificate of Analysis

                  Product:         [****************]
                  Cat. No.:        [*******]
                  Lot No.:
                                   -----------------------------------
                  Expiry Date:
                                   -----------------------------------

Manufactured for: International Medical Innovations
Date of Manufacture:
                    -----------------------------------

<TABLE>
------------------------------------- ----------------------------------- ---------------------- --------------------
            [*********]                       [***************]              [*************]         [*********]
------------------------------------- ----------------------------------- ---------------------- --------------------
------------------------------------- ----------------------------------- ---------------------- --------------------
<S>                                   <C>                                 <C>                    <C>
A.   [***********]                                 [******]
                                                                          ------------------     ------------------

                                                                          -                      -
------------------------------------- ----------------------------------- ---------------------- --------------------
------------------------------------- ----------------------------------- ---------------------- --------------------
B.   [********]                                   [*******]
                                                                          ------------------
     [*********]                                   [*****]
                                                                          -                      -



                                                                          -                      -
------------------------------------- ----------------------------------- ---------------------- --------------------
------------------------------------- ----------------------------------- ---------------------- --------------------
C.   [****************]               [*******************
                                                                          ------------------     ------------------
                                      ********************
                                      *******]                            -                      -
------------------------------------- ----------------------------------- ---------------------- --------------------
[**************************************************************************************]
</TABLE>

Date                                                  [****************]
                                                      [*********************]
                                                      [*********************]




                                       10

<PAGE>

                                   APPENDIX C

[*************************************************]

Note:  Prices are subject to change due to [***********************************]



                                       11