DISTRIBUTION AGREEMENT



         THIS AGREEMENT, effective as of October 18, 1996, between
CARDIOVASCULAR DIAGNOSTICS, INC., a corporation organized and existing under the
laws of North Carolina, with its principal offices located at 5301 Departure
Drive, Raleigh, North Carolina ("CVDI"), and DADE INTERNATIONAL INC., a Delaware
corporation having its principal place of business in Deerfield, Illinois
("Dade").
                              W I T N E S S E T H:
         WHEREAS, CVDI, among other things, is engaged in the manufacture of
certain hemostasis diagnostic products; and;
         WHEREAS, Dade has experience and capability in the marketing and
distribution of hemostasis diagnostic products and desires to distribute such
products;
         NOW, THEREFORE, the parties agree as follows:
1.       Definitions.
         The following capitalized terms shall have the meanings set
         forth below:
         1.1      "Act" means the Food, Drug and Cosmetic Act (21 U.S.C. ss.ss.
                  301 et seq.) and the regulations promulgated thereunder
                  and all foreign equivalents thereof.
         1.2      "Affiliate" means any person or entity which, directly or
                  indirectly, through one or more intermediaries, controls,
                  is controlled by, or is under common control with, a
                  party.  "Control" means the direct or indirect, legal or
                  beneficial, (a) ownership of more than 50% of the
                  outstanding voting rights of such person or entity or (b)
                  the power or ability to direct the management or policies
                  of such person or entity.  Notwithstanding the previous


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                  two sentences, Bain Capital shall not be an "Affiliate"
                  of Dade for purposes of this Agreement.
         1.3      "CVDI Cards" means all present and future CVDI aPTT and CVDI
                  PT cards. CVDI Cards shall not include Alliance Cards or Dade
                  Alliance Cards as defined in Sections 1.4 and 1.5,
                  respectively.
         1.4      "Alliance Cards" means all present and future CVDI/Dade
                  labeled aPTT and PT cards which are calibrated to Dade aPTT
                  and PT reagents. Alliance cards shall include those Cards
                  specified on pages 1-4 of Schedule 4.2.
         1.5      "Dade Alliance Cards" means all present and future
                  CVDI/Dade labeled aPTT and PT cards containing reagents
                  or raw materials supplied by Dade to CVDI.  Dade Alliance
                  Cards shall include those Cards specified on pages 5-8 of
                  Schedule 4.2. Dade Alliance Cards includes Dade [       ]
                  Alliance Cards.
         1.6      "FDA" means the United States Food and Drug
                  Administration or any successor agency, and all foreign
                  equivalents thereof.
         1.7      "Good Manufacturing Practices" or "GMP" means the applicable
                  current good manufacturing practices promulgated from time to
                  time by the FDA in accordance with the Act, and all foreign
                  equivalents thereof.
         1.8      "Instruments" means CVDI's manual, compact, single test,
                  portable analyzer, the TAS (thrombolytic assessment
                  system), which provides point of patient care evaluations
                  of hemostasis.  Instruments sold by Dade hereunder shall
                  bear a Dade label for all Instruments sold subsequent to
                  an initial interim period, approximately 120 days after
                  CVDI receives the necessary approved artwork from Dade.

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         1.9      "New Products" means improvements and enhancements of
                  Products, but shall not include increased card dating,
                  Alliance Cards, Specialty Cards, Dade Alliance Cards, CVDI
                  Cards, nor Instruments.
         1.10     "Non-Dade Account" means hospitals located in the Territory
                  not using Dade reagents in its central laboratory at the time
                  of the sale at issue to such hospital. Once the hospital
                  begins to use Dade reagents in its central laboratory it
                  becomes a "Dade Account".
         1.11     "Products" means all products described on Schedule 1.11.
                  "Products" includes Instruments, CVDI Cards, Alliance Cards,
                  Dade Alliance Cards, and cards, if any, mutually specified by
                  CVDI and Dade pursuant to the provisions of Section 4.2
                  relating to specialty cards ("Specialty
                  Cards").
         1.12     "Specialty Products" means any cards sold by CVDI except
                  for CVDI Cards, Alliance Cards, Dade Alliance Cards, and
                  Specialty Cards.
         1.13     "Territory" means the countries listed on Schedule 1.13.
         1.14     "Integrated Health Network" and "IHN" mean a system of
                  two or more hospitals and, possibly, physician group
                  practices, regional reference laboratories, and/or point of
                  care diagnostic testing facilities.
         1.15     "Dade [       ] Alliance Cards" means Dade Alliance Cards
                  containing [      ], whether raw material or reagent.
         1.16     "Controls" means Products as manufactured for CVDI which are
                  used with the Instrument for quality control purposes.
                  "Controls" does not include controls set forth on Schedule
                  5.6(e) to be sold to CVDI by Dade.
[  ] CONFIDENTIAL TREATMENT REQUESTED; CERTAIN INFORMATION OMITTED
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2.       Distribution of Product.
         2.1      Exclusive Rights.
                  (a)      Grant.  Subject to the limitations contained
                           herein, CVDI hereby grants to Dade, its Affiliates,
                           and distributors the sole and exclusive right to
                           sell, market, promote, distribute, and otherwise
                           transfer, dispose, provide and place ("sell") the
                           CVDI Cards, the Alliance Cards, Dade Alliance
                           Cards, and the Specialty Card in the Territory.
                           CVDI shall not, directly or indirectly, through
                           technology licensing or otherwise, grant any third
                           party any right to sell PT or aPTT products (except
                           for Instruments) embodying PT or aPTT technology
                           owned or licensed by CVDI in the Territory during
                           the period of this Agreement which is exclusive.
                           CVDI hereby grants to Dade, its Affiliates, and
                           distributors the non-exclusive right to sell,
                           market, promote, distribute, and otherwise
                           transfer, dispose, provide and place ("sell")
                           Instruments in the Territory during the term of
                           this Agreement.

                  (b)      Exceptions.  The rights granted in paragraph (a)
                           above shall be subject to the following exceptions:
                           (i)  During the period of exclusivity, CVDI may
                                solicit orders (subject to Dade's acceptance,
                                and Dade will accept orders of Cards unless any
                                such order contains terms or conditions
                                inconsistent with orders placed by similarly
                                situated customers) for CVDI Cards, Alliance
                                Cards, the Dade Alliance Cards, and the
                                Specialty Cards from a Non-Dade Account. In the
                                event that CVDI solicits such an order from a
                                Dade Account, such order shall be

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                                   treated in all respects under this Agreement
                                   during the period of exclusivity and during
                                   the period of non-exclusivity, subject to
                                   Section 11.2(a), as though sold by Dade.
                                   CVDI shall not be limited in any manner with
                                   respect to sales of its other products or
                                   with regard to sales of any of its PT and
                                   aPTT products to customers in the Territory
                                   until such customers become Dade Accounts.
                                   All orders shall be handled in accordance
                                   with Sections 5.7 and 7.4(e).
                           (ii)    Notwithstanding any other provision or
                                   implication of this Agreement, none of the
                                   terms of this Agreement shall apply to
                                   customers identified on Schedule 2.1(b)(ii)
                                   who have Instruments leased prior to the
                                   Effective Date of this Agreement during the
                                   initial period of the lease.
                         (iii)     With regard to existing CVDI customers
                                   identified on Schedule 2.1(b)(iii) who are
                                   using Dade reagents in their central
                                   laboratories as of the Effective Date of this
                                   Agreement, CVDI and Dade shall contact such
                                   customer and request them to purchase future
                                   CVDI Cards, Alliance Cards, Specialty Cards
                                   and Dade Alliance Cards from Dade.  In the
                                   event such customer declines to do so, during
                                   the period of exclusivity, they shall be
                                   treated as Dade Accounts pursuant to Section
                                   2.1(b)(i) hereof except that Dade shall remit
                                   to CVDI the proceeds of such sales within
                                   thirty (30) days after receipt by Dade.

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         2.2      Exclusivity.  During the term of this Agreement, neither
                  Dade, nor any of its Affiliates, nor CVDI, nor any of its
                  Affiliates, shall sell in the Territory any whole blood
                  or plasma, point of care PT or aPTT tests except under
                  the terms of this Agreement.  Point of Care PT or aPTT
                  tests shall not be defined for purposes of this Agreement
                  to include PT or aPTT self tests (where the patient
                  performs the test on himself or herself) used outside the
                  hospital, institutional, or physician office markets.
                  Neither Dade nor any of its Affiliates or distributors
                  shall distribute Products outside the Territory.
         2.3      Requirements.  Dade and its Affiliates shall purchase,
                  and CVDI shall supply, subject to the limitations of
                  Section 5.7, all of Dade's and it's Affiliates'
                  requirements of Products, including, CVDI Cards, Alliance
                  Cards, Specialty Cards, and Dade Alliance Cards and
                  Instruments for resale within the Territory.  During the
                  term of this Agreement, and for a period ending the later
                  of five (5) years from the effective date hereof or three
                  (3) years subsequent to termination hereof, neither Dade
                  nor any of its Affiliates shall manufacture any cards or
                  Instruments (using technology based upon iron oxide
                  particles in combination with reagents in the presence of
                  magnetic fields) or purchase any cards or Instruments
                  (using technology based upon iron oxide particles in
                  combination with reagents in the presence of magnetic
                  fields) from a supplier other than CVDI.
         2.4      Performance Requirements.  Dade shall use reasonable
                  efforts, as determined in Dade's sole discretion, to
                  promote the sale of the Products.  CVDI shall use
                  reasonable efforts, as determined in CVDI's sole
                  discretion, to promote the sale of the Products.  Dade
                  and CVDI contemplate that the promotional efforts may

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                  include preparing promotional materials to be used in the
                  Territory by Dade, participating in appropriate trade shows,
                  advertising in trade publications applicable to the Territory
                  and directly soliciting orders from customers within the
                  Territory by the appropriate Dade sales force as determined in
                  Dade's sole discretion. Dade shall be responsible for training
                  customers with respect to Products sold. Dade will use
                  reasonable selling efforts to convert all Dade Accounts and
                  non-Dade Accounts to the use of Alliance Cards and Dade
                  Alliance Cards in such accounts which Dade determines are
                  targets for hemostasis point of care systems. CVDI and Dade
                  shall comply with the Act and other applicable, legal, health
                  and safety requirements, laws and regulations in all of their
                  marketing and sales activities. Neither CVDI nor Dade shall
                  promote the Products for any uses not approved for Products by
                  applicable regulatory agencies.
         2.5      Terms and Conditions.  All orders for Products shall be
                  initiated by written purchase orders.  No order shall be
                  binding unless consistent with this Agreement.
                  Acceptance by CVDI of Dade's purchase order is expressly
                  limited to and conditioned upon, and only upon, Dade's
                  acceptance of the terms and conditions set forth in this
                  Agreement, which may not be changed or waived except in
                  a writing signed by the parties.  Dade's purchase orders
                  submitted to CVDI shall be governed by the terms of this
                  Agreement and CVDI's published Standard Terms and
                  Conditions of Sale as in effect at the time of such
                  purchase; provided, however, that in the event of a
                  conflict between the terms of this Agreement and CVDI's
                  Standard Terms and Conditions of Sale, this Agreement
                  shall control and any additional, inconsistent or
                  different terms and conditions contained in any purchase

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                  order, acknowledgment, confirmation, acceptance, invoice, or
                  other documents supplied by Dade or CVDI are hereby expressly
                  rejected. A copy of CVDI's Standard Terms and Conditions of
                  Sale is attached hereto as Schedule 2.5. CVDI shall not
                  arbitrarily change its Standard Terms and Conditions. CVDI
                  shall limit its changes to correcting typographical errors,
                  conforming the terms and conditions to applicable law, and
                  changes to make the Standard Terms and Conditions consistent
                  with terms and conditions offered in the marketplace for
                  comparable products. CVDI shall advise Dade in writing at
                  least thirty (30) days in advance of any proposed changes
                  (other than minor non-material corrections) to the Standard
                  Terms and Conditions. The parties shall discuss and attempt to
                  reach agreement concerning the proposed changes which Dade
                  indicates affect Dade or its ability to market or sell the
                  Products. Dade and CVDI agree that such orders and documents
                  may include provisions which identify Products, quantities of
                  Products, shipping dates, delivery information and prices and
                  billing information in a manner not inconsistent with this
                  Agreement and such provisions shall be binding on the parties.
         2.6      Rejection.  Dade and its distributors shall notify CVDI
                  of obvious damage relating to the manufacturing or
                  packaging of the Products (other than damage solely
                  associated with the shipping of the Products) within
                  forty-five (45) days of their respective receipt of the
                  Products.  Any such Product not rejected for obvious
                  damage within forty-five (45) days after receipt by Dade
                  or its distributors (the "Rejection Period") shall be
                  deemed accepted.  A rejection by Dade shall mean that
                  CVDI has received within the Rejection Period written
                  notice of such rejection stating with particularity the

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                  reason therefor. CVDI shall as promptly as possible replace
                  any rejected Products at no cost to Dade or its distributors.
                  After the Rejection Period, Dade may not return any such
                  obviously damaged Products for any reason without CVDI's prior
                  written consent.
         2.7      Expansion of Territory.  CVDI will promptly advise Dade
                  in writing of opportunities for extension of Dade's
                  distribution rights into any country in which CVDI
                  desires to expand or any country where existing rights
                  lapse or are subject to competitive bid where Dade has a
                  distribution network in place.  CVDI agrees not to enter
                  into any contract for distribution rights in such other
                  country until the earlier of the receipt of a proposal
                  from Dade regarding such country or the expiration of the
                  ninety (90) day period following Dade's receipt of
                  written notification pursuant to this sub-section.  In-
                  considering the award of any expansion territory, the
                  parties hereto agree to consider the relationship of CVDI
                  and Dade and Dade's performance hereunder as a criteria
                  in making any such award.  Nothing in this subsection
                  shall limit the rights of CVDI to solicit, review or
                  negotiate with any party at any time with respect to
                  areas outside the Territory as the same may exist from
                  time to time.
3.       Marketing and Support Activities.
         3.1      Marketing Meetings: Reports.  The parties shall meet at
                  least semi-annually to discuss market plans, product
                  improvement suggestions and other information concerning
                  the marketing and development of the Products.  Dade
                  shall provide information available to it about the
                  Products and their ability to compete with other
                  diagnostic products for related uses and to meet customer
                  needs.  Dade shall provide CVDI general information

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                  regarding sales of the Products such as broad pricing trends
                  by geographic region as well as sales information indicating
                  sales by country or geographic region, where available to
                  Dade.
         3.2      Promotional Material.  CVDI will furnish Dade with copies
                  of promotional literature and advertisements it prepares
                  for the Product.  Dade shall not copy or utilize any
                  promotional material prepared by it without obtaining the
                  prior written approval thereof from CVDI.  CVDI's
                  approval shall not be unreasonably withheld or delayed.
                  Dade shall submit by courier camera ready copy for the
                  labels and package inserts to CVDI for approval.  CVDI
                  shall respond within fourteen (14) days of receipt.  If
                  no written objection is received from CVDI within
                  fourteen (14) days after the courier package is received
                  by CVDI, Dade will contact CVDI to obtain CVDI's approval
                  for the copy as submitted, or as modified in accordance
                  with CVDI's instructions.  CVDI and Dade shall comply
                  with all requirements of the Act, local laws, regulations
                  and other laws in their advertising and other promotional
                  activities.
         3.3      Packaging, Labeling.  CVDI shall manufacture, label and
                  package the Products in final form for distribution by
                  Dade.  Dade shall provide camera ready copy for the
                  labels containing Dade trade dress.  In addition to all
                  applicable legal requirements, the labels shall comply
                  with the requirements set forth in Section 3.4 below,
                  shall display "CVDI" and shall identify CVDI as the
                  manufacturer of the Products.  Dade shall not repackage
                  or label any Products and shall not alter any Products or
                  any package or label used in connection with any Products
                  except as specifically authorized by CVDI.  In the event
                  that CVDI shall authorize or require repackaging or
                  re-labeling, Dade shall comply in all respects with the
                  instructions of CVDI, at the expense of CVDI.

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         3.4.     Trademarks and Trade Names.  CVDI hereby grants Dade, the
                  nontransferable right to use in the Territory the
                  trademarks and tradenames listed on Schedule 3.4, and any
                  other trademarks owned by CVDI which it may designate in
                  writing for use by Dade (the "Trademarks"), in connection
                  with the marketing and sale of the Products for the
                  duration of the Agreement.  Dade's distributors and
                  Affiliates shall be entitled to the use of such
                  Trademarks, subject to the terms and conditions of this
                  Agreement, so long as such use is authorized only in
                  connection with distribution of Products hereunder and
                  subject to terms and conditions substantially similar to
                  those contained in this Agreement.  The Product shall be
                  marketed and sold only under the Trademarks, the name
                  "CVDI" as required under Section 3.3 and such other marks
                  as Dade may use for its other hemostasis products.  Dade
                  acknowledges that it has and will obtain no proprietary
                  interest in the Trademarks and agrees not to use the same
                  as part of its corporate or business name.  Dade's, its
                  distributors' and Affiliates', right to the use of any
                  Trademark or other property of CVDI shall terminate
                  immediately upon termination of this Agreement; provided,
                  however, such right shall be extended for the period of
                  time specified in Section 11.5, at the end of which all
                  such rights shall terminate.  Dade shall use the
                  Trademarks only in the manner prescribed by CVDI.  Dade
                  hereby grants CVDI the nontransferable right to use in
                  the Territory the trademarks and tradenames listed on
                  Schedule 3.4, and any other trademarks owned by Dade
                  which it may designate in writing for use by CVDI (the
                  "Dade Trademarks"), in connection with the marketing and
                  sale of the Products.  During the period of exclusivity,
                  the Products shall be marketed and sold only under the
                  Trademarks, the Dade Trademarks, and such other marks as
                  CVDI may use for its other hemostasis products.  During
                  any period of non-exclusivity, the Products sold to Dade

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                  shall be sold only under the Trademarks and the Dade
                  Trademarks and such other marks as CVDI may use for its other
                  hemostasis products. CVDI acknowledges that it has and will
                  obtain no proprietary interest in the Dade Trademarks and
                  agrees not to use the same as part of its corporate or
                  business name. CVDI's right to the use of any Dade Trademark
                  or other property of Dade shall terminate immediately upon
                  termination of this Agreement and CVDI shall, upon conversion
                  of this Agreement to a non-exclusive distributorship, cease
                  soliciting orders for Cards bearing the Dade Trademark as more
                  fully set forth in Section 11.2. CVDI shall use the Dade
                  Trademarks only in the manner prescribed by Dade. The Products
                  are offered for sale and sold by Dade and CVDI subject in
                  every case to the condition that such sale does not convey any
                  licenses, express or implied, to manufacture, duplicate or
                  otherwise copy or reproduce any Product. In the event of
                  termination of this Agreement, neither party shall manufacture
                  or have manufactured any devices, cards, components or
                  assemblies utilizing any information belonging solely to the
                  other party.
         3.5      Marketing Assistance/Training.  CVDI agrees to provide
                  technical training, and technical assistance to Dade
                  personnel at periodic intervals, with the frequency and
                  content to be determined by mutual agreement.  The
                  training and technical assistance provided to Dade shall
                  be no less than that provided to CVDI employees and sales
                  force, and shall be updated from time to time with at
                  least the frequency such updates are provided to CVDI
                  employees and sales force.  Each party to this Agreement
                  shall be responsible for its own expenses in connection
                  with any such training and assistance.
         3.6      Support. CVDI agrees, upon request from Dade, to use
                  reasonable efforts to sell and promote Specialty Products to
                  identified customers of Dade where such request is
                  commercially feasible in the sole discretion of CVDI.

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                  From time to time, CVDI may request Dade's assistance in
                  offering for sale CVDI's Specialty Products to individual
                  operating room customers of CVDI and, to customers of CVDI
                  distributors of Specialty Products in the Territory. CVDI
                  presently intends to have no more than two (2) distributors,
                  excluding Dade, for Specialty Products in the Territory. In
                  the event that CVDI seeks an additional distributor of
                  Specialty Products, CVDI will promptly advise Dade in writing
                  of the opportunity for Dade to distribute Specialty Products.
                  CVDI agrees not to enter into any contract for such
                  distribution rights until the earlier of the receipt of a
                  proposal from Dade regarding such distributorship or the
                  expiration of the thirty (30) day period following Dade's
                  receipt of written notification pursuant to this subsection.
                  In considering the award of such distribution, CVDI agrees to
                  consider Dade's performance hereunder as a criteria in making
                  such award. In Dade's sole discretion and upon terms mutually
                  agreeable to Dade and to CVDI, Dade will, upon request of
                  CVDI, offer for sale CVDI's Specialty Products to such
                  operating room customers. Dade shall receive a [ ] ([ ]%)
                  percent commission on any such sale, payable within thirty
                  (30) days after CVDI or such partner/distributor receives
                  payment. In Dade's sole discretion, and upon terms mutually
                  agreeable to Dade and CVDI, Dade will, upon request of CVDI,
                  offer for sale CVDI's Specialty Products to Integrated Health
                  Networks. The commission Dade shall receive shall be on terms
                  to be mutually agreed upon by the parties. Unless otherwise
                  agreed by the parties, Dade's commission shall be paid within
                  thirty (30) days after CVDI receives payment. CVDI will advise
                  Dade on a monthly basis of the number of Specialty Products
                  sold by CVDI in accordance with this Section.

[  ] CONFIDENTIAL TREATMENT REQUESTED; CERTAIN INFORMATION OMITTED
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         3.7      Service.  Except as otherwise provided in this Section,
                  CVDI agrees to provide service and maintenance for
                  Instruments sold by Dade for its standard fees, as they
                  exist from time to time, and in accordance with its then
                  applicable standard service agreement.  CVDI shall offer
                  service contracts for Instruments to customers to provide
                  maintenance and services in accordance with its standard
                  contract.  CVDI shall provide Dade with its service
                  contract price list and, at its option, Dade shall be
                  entitled to sell such contracts on behalf of CVDI.  Dade
                  shall bill for the service contracts which it sells and
                  payment by Dade to CVDI shall be within thirty (30) days
                  after Dade receives payment for such service/maintenance
                  contract.  Service and maintenance shall be provided by
                  CVDI or an independent third party service company.  To
                  the extent that CVDI intends to contract with a third
                  party for service and maintenance of the Products, CVDI
                  will promptly advise Dade in writing of the opportunity
                  for Dade to perform such service and maintenance.  CVDI
                  agrees not to enter into any contract with a third party
                  for service and maintenance of the Products until the
                  earlier of the receipt of a proposal from Dade regarding
                  such service/maintenance or the expiration of the thirty
                  (30) day period following Dade's receipt of a written
                  notification pursuant to this subsection.  In considering
                  the award of such service/maintenance opportunity, CVDI
                  agrees to consider Dade's performance hereunder as a
                  criteria in making such award.
         3.8      Product Warranty. Neither party nor its subdistributors shall
                  make any representation or warranty about the Products,
                  whether in writing or orally, except as is contained in
                  written materials delivered to Dade by CVDI expressly for use
                  in promoting the sale of the Product or as may otherwise be
                  agreed to by CVDI in writing.
4.       Product Development.

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         4.1.     Development by CVDI.  CVDI plans to develop improvements
                  and enhancements of the Products and other products,
                  including increasing the dating of the CVDI Cards,
                  Alliance Cards and Dade Alliance Cards consistent with
                  the provisions of Exhibit 6.4.  CVDI shall consult with
                  Dade from time to time about improvements which may be
                  desired by Dade and end users without obligation to CVDI.
                  Dade may, in its sole discretion, provide product
                  suggestions, information about integration with its
                  hemostasis instruments, results of focus sessions and
                  other expectations of end users, and access to technology
                  available to it which may be useful to CVDI.
         4.2      Certain Payments by Dade.  CVDI agrees to perform certain
                  research and development projects during the term of this
                  Agreement, as more fully set forth on Schedule 4.2
                  hereof.  CVDI will use its best efforts to develop a 25
                  card sample pack.  CVDI will use its best efforts to
                  extend the minimum card dating of PT cards in accordance
                  with the specifications set forth on Exhibit 6.4.  There
                  shall be no charge to Dade for such research and
                  development projects.  CVDI further agrees to use its
                  best efforts to perform three research and development
                  projects, if funded in part by Dade, during the term of
                  this Agreement, as more fully set forth on Schedule 4.2
                  hereof.  These three projects are: the calibration of
                  CVDI Cards to Dade PT and aPTT reagents, adding Dade's
                  [       ] (either reagent or raw material) and new PTT
                  (either reagent or raw material) to CVDI Cards and the
                  development of an additional Specialty Card.  Timelines
                  and milestones for the first two (2) projects are set
                  forth on Schedule 4.2.
                  On January 6, 1997, Dade shall pay CVDI the sum of
                  $[            ] for use by CVDI in the Alliance Cards
                  project.  Upon compliance in all material respects with

[  ] CONFIDENTIAL TREATMENT REQUESTED; CERTAIN INFORMATION OMITTED
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                  Schedule 4.2, if submission to the FDA is required, and CVDI
                  submits all documents necessary for FDA clearance, Dade shall
                  pay CVDI an additional $[ ] and a final payment for the
                  Alliance Cards project of an additional $[ ] upon first
                  shipment of the Alliance Cards in the United States; if no
                  submission to the FDA is required, Dade shall pay CVDI and
                  additional $[ ] upon first shipment of the Alliance Cards in
                  the United States.
                  In Dade's sole discretion, Dade may fund the Dade
                  Alliance Cards project. At a date agreed to by Dade,
                  immediately prior to the initiation of the Dade
                  Alliance Cards project, Dade shall pay CVDI the sum of
                  $[ ] for use by CVDI in the Dade Alliance Cards
                  project. Upon compliance in all material respects with
                  Schedule 4.2, if submission to the FDA is required,
                  and CVDI submits all documents necessary for FDA
                  clearance, Dade shall pay CVDI an additional $[ ] and
                  a final payment for the Dade Alliance Cards project of
                  an additional $[ ] upon first shipment of the Dade
                  Alliance Cards in the United States; if no submission
                  to the FDA is required, Dade shall pay CVDI an
                  additional $[ ] upon first shipment of the Dade
                  Alliance Cards in the United States.
                  In Dade's sole discretion, Dade may fund a Specialty
                  Cards project. At a date agreed to by Dade,
                  immediately prior to the initiation of the Specialty
                  Card project, and upon the selection of the Specialty
                  Card project, including agreement as to the milestones
                  to be achieved, Dade shall pay CVDI the sum of $[ ]
                  for use by CVDI in the Specialty Card project. Upon
                  satisfactory compliance in all material respects with
                  such milestones, if submission to the FDA is required,
                  and CVDI submits all documents necessary for FDA
                  clearance, Dade shall pay

[   ] CONFIDENTIAL TREATMENT REQUESTED; CERTAIN INFORMATION OMITTED
AND FILED SEPARATELY WITH THE SEC.

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                  CVDI an additional $[ ] and a final payment for the Specialty
                  Card project of an additional $[ ] upon first shipment of the
                  Specialty Card resulting from the Specialty Cards project in
                  the United States; if no submission to the FDA is required,
                  Dade shall pay CVDI and additional $[ ] upon first shipment of
                  the Specialty Cards resulting from the Specialty Cards project
                  in the United States.
                  In no event shall Dade's payments to CVDI pursuant to
                  this Section 4.2 exceed US$[ ] without Dade's prior
                  written consent. Notwithstanding any provision in this
                  Agreement to the contrary, upon termination of this
                  Agreement or upon conversion by CVDI of this Agreement
                  to a non-exclusive distributorship by Dade, Dade's
                  obligations to make further payments pursuant to this
                  Section 4.2 shall cease.
         4.3      Rights to Products and New Products.  CVDI shall own all
                  right, title, and interest in and to the know-how and
                  technology relating to the Products and New Products;
                  provided, however, the parties shall mutually agree upon
                  ownership of the components of the Dade Alliance Cards
                  and the Specialty Card at the time such project is
                  designated (i.e., at the time which the specifications
                  for the project is finalized).  Notwithstanding anything
                  to the contrary contained in this Agreement, all ideas
                  and technology contributed under this Agreement solely by
                  Dade shall remain the sole and exclusive property of Dade
                  and all ideas and technology contributed under this
                  Agreement solely by CVDI shall remain the sole and
                  exclusive property of CVDI.
5.       Regulatory Compliance.
         5.1      Registrations.
                  (a)      CVDI shall use commercially reasonable efforts to

[   ] CONFIDENTIAL TREATMENT REQUESTED; CERTAIN INFORMATION OMITTED
AND FILED SEPARATELY WITH THE SEC.

                                       17







<PAGE>



                  obtain and maintain regulatory approvals and requirements for
                  it to sell the Products and New Products in the Territory.
                  CVDI agrees to cooperate with Dade in any regulatory process
                  to permit Dade to participate in such process where feasible.
                  CVDI shall have sole discretion as to the commercial
                  reasonableness of any acts required on its part to maintain
                  any regulatory approval or requirement.

                  (b) CVDI shall promptly provide to Dade copies of all required
                      Product notifications and registrations to regulatory
                      agencies (including device listing reports) including
                      copies of all letters received from the FDA.

         5.2      Reporting Obligations.  Dade shall maintain, or cause to
                  be maintained, all complaint files and other records
                  required to be maintained by the FDA and other regulatory
                  agencies with respect to Products purchased by Dade and
                  its Affiliates from CVDI.  CVDI shall promptly provide to
                  Dade copies of all complaints received with respect to
                  the Products sold to Dade as well as responses sent, if
                  any.  Dade shall promptly provide CVDI with copies of any
                  complaints relating to the Products received by Dade.
                  Except to the extent Dade is otherwise required by law,
                  CVDI shall submit to the FDA all reports of complaints,
                  malfunctions, failures or deterioration in the
                  characteristics or performance or instructions for use or
                  inadequacy in labeling which may have led or lead to
                  death or serious injury and all other information about
                  the Products required to be submitted to any regulatory
                  agency, including the reports required under 21 CFR Parts
                  803 and 804 applicable to the Products.
         5.3      Manufacturing. CVDI shall use its best efforts to comply with
                  all applicable GMP requirements, including all national
                  technical and quality standards applicable to the Products
                  which are incorporated into GMP. From time-to-time, with
                  reasonable prior notice to CVDI, Dade

                                       18







<PAGE>



                  may inspect CVDI facilities and upon reasonable request,
                  review CVDI's methods used to audit its subcontractors for GMP
                  compliance. CVDI shall have sole discretion as to the
                  commercial reasonableness of any acts required on its part
                  with respect to GMP compliance, provided, however, CVDI shall
                  notify Dade of any citations from discussions with a
                  regulatory body where such discussions and citations relate to
                  a material aspect of GMP compliance.
         5.4      Samples.  CVDI shall retain samples of each lot of the
                  Products for time periods which are in accordance with
                  GMP.
         5.5      Product Recalls and Field Corrective Actions.  In the
                  event (i) any government authority issues a directive or
                  order that a Product be recalled, (ii) a court of
                  competent jurisdiction orders such a recall or (iii) Dade
                  and CVDI determine that a Product should be recalled or
                  that a Field Corrective Action should occur, the parties
                  shall take all appropriate corrective actions.  If CVDI
                  and Dade cannot agree as to whether or not a Product
                  should be recalled or that a Field Corrective Action
                  should occur, the parties will select a mutually agreed
                  upon third party to assist them in the decision process.
                  The parties shall share equally all costs and expenses
                  associated with such third party involvement.  If, after
                  consultation with such third party, CVDI and Dade cannot
                  agree as to whether or not a Product should be recalled
                  or that a Field Corrective Action should occur, and Dade
                  obtains an opinion of counsel that the Product should be
                  recalled or some Field Corrective Action should occur,
                  Dade shall so notify CVDI and shall be entitled to
                  initiate the appropriate corrective action.  Dade or its
                  Affiliates will provide notice to customers of the recall
                  of the Product.  Upon determination of the party
                  responsible for the recall or Field Corrective Action,
                  such party shall be responsible for the cost of notifying

                                       19







<PAGE>



                  end users and for determining the corrective actions to be
                  taken and the costs associated with such actions. CVDI and
                  Dade shall fully cooperate with one another and provide all
                  reasonable assistance in conducting any recall or Field
                  Corrective Action under this Paragraph. Dade shall maintain
                  records of all sales of the Products sufficient to carry out a
                  recall with respect to Products purchased under the Agreement.
         5.6      General Obligations of CVDI and Dade.
                  (a)      Except as otherwise expressly provided in the
                           Agreement, CVDI shall manufacture, test, package, and
                           label the Products. Dade shall, during the period of
                           exclusivity, price, invoice and have shipped in the
                           Territory all CVDI Cards, Alliance Cards, Specialty
                           Cards and all Dade Alliance Cards, including those
                           for which CVDI has solicited orders (subject to
                           Dade's acceptance, and Dade will accept orders of
                           Cards unless any such order contains terms or
                           conditions inconsistent with orders placed with
                           similarly situated customers) from Non-Dade Accounts.
                           CVDI shall price, invoice and have shipped all
                           Specialty Products and, during any period of
                           non-exclusivity, CVDI shall price, invoice, and have
                           shipped in the Territory all CVDI Cards, Specialty
                           Cards and Cards not bearing the Dade Trademark which
                           it sells. During the period of non-exclusivity, Dade
                           shall price, invoice, and have shipped in the
                           Territory all CVDI Cards, Alliance Cards, Specialty
                           Cards and all Dade Alliance Cards which Dade sells.
                           Dade shall price, invoice and have shipped all
                           Instruments which it sells. CVDI shall price, invoice
                           and have shipped all other Instruments. With regard
                           to orders of CVDI Cards, Alliance Cards, Dade
                           Alliance Cards, and Specialty Cards to Non-Dade
                           Accounts solicited by CVDI and priced, invoiced and
                           shipped by Dade

                                       20







<PAGE>



                           (subject to the terms of Section 11.2 and Dade's
                           acceptance, and Dade will accept orders of Cards
                           unless any such order contains terms or conditions
                           inconsistent with orders placed with similarly
                           situated customers), during the period of
                           exclusivity, Dade shall be entitled to retain [ ]
                           percent ([ ]%) of the difference between the actual
                           net sales price of such cards by Dade and the net
                           cost to Dade applicable at the time of such sale. For
                           purposes of this Agreement, the term "net sales
                           price" shall mean Dade's invoiced price to the
                           customer, less related freight, shipping and handling
                           charges and costs, and the term "net cost" shall mean
                           the price per card payable by Dade to CVDI, plus
                           freight, shipping and handling charges paid or
                           incurred by Dade. Dade shall pay CVDI the [ ]% within
                           thirty (30) days of payment by the customer to Dade.
                           Notwithstanding anything to the contrary in this
                           Section, Dade shall retain 100% of the profits from
                           the sale of Products in the Territory by Dade.
                  (b)      CVDI shall manufacture, test, package, label and
                           release and Dade shall maintain, store and ship the
                           Products in accordance with all applicable GMP
                           requirements.
                           (c)  Each party shall promptly notify the other party
                                of, and shall provide the other party with
                                copies of, any correspondence and other
                                documentation received or prepared in connection
                                with any of the following events: (1) receipt of
                                any material correspondence from the FDA in
                                connection with the manufacture, sale or use of
                                the Products; (2) any recall of the Products;
                                (3) the withdrawal of the Products from the
                                market; (4) any regulatory

[   ] CONFIDENTIAL TREATMENT REQUESTED; CERTAIN INFORMATION OMITTED
AND FILED SEPARATELY WITH THE SEC.

                                       21







<PAGE>



                           comments relating to the manufacture of the
                           Products requiring a response or action by either
                           party.
                  (d)      CVDI shall maintain all manufacturing and
                           analytical records, all records of shipments of the
                           Products from CVDI, and all validation data
                           relating to the Products for the time periods
                           required by applicable laws and regulations.  CVDI
                           shall make such data available to the FDA upon
                           request of the FDA, such request being made either
                           directly to Dade or to CVDI, or otherwise as
                           required by applicable law.
                  (e)      Dade Reagents.  During the term of this Agreement,
                           Dade shall sell its reagents and products and its
                           Sysmex equipment and products to CVDI in accordance
                           with the terms, conditions and pricing schedule set
                           forth on Schedule 5.6(e).  Prices for such reagents
                           may be adjusted annually in an amount not to exceed
                           the increase in the Producer Price Index for the
                           immediately prior calendar year, such adjustment to
                           begin not earlier than January 1, 1998.  Prices for
                           such Sysmex equipment may be adjusted annually in
                           amounts not to exceed the Producer Price Index, but
                           in no event, shall such price be less than the
                           actual landed price to Dade.  Dade shall sell
                           certain raw materials to CVDI in accordance with
                           terms, conditions, and pricing to be negotiated
                           separately.
         5.7      Orders.
                  (a)      Forecasts.  Beginning with the execution hereof,
                           Dade shall provide monthly, by the fifteenth day of
                           each month, its estimated forecast of its and its
                           Affiliates requirements for the Cards for each of
                           the six (6) months following the end of the month
                           in which such forecast is submitted (each a
                           "Forecast").  All Forecasts under this Agreement

                                       22







<PAGE>



                           and updates thereof for any period will constitute a
                           firm obligation of Dade to purchase the quantities of
                           Cards indicated only for the first three months of
                           such Forecast.
                  (b)      Purchase orders.  In January, February and March,
                           1997, Dade will order CVDI, Alliance, Dade Alliance
                           Cards, and/or Specialty Cards ("Cards") on a level
                           basis each month, with a firm order obligation of
                           at least [     ] such Cards per month during such
                           period; provided, however, that such firm order
                           obligation shall be reduced on a card for card
                           basis by the amount of Specialty Products sold by
                           Dade, pursuant to the provisions of Section 3.6
                           above, beginning ninety (90) days from the date of
                           the first sale of such Specialty Products.
                  (c)      Delivery.  CVDI shall use its best efforts to
                           supply the Products ordered by Dade and by its
                           Affiliates and shall supply Products in accordance
                           with the delivery schedule and in the quantities
                           specified by Dade provided; however, CVDI shall not
                           be obligated to deliver Cards to the extent that
                           orders for such Cards exceed 125% of the quantities
                           stated in the portion of any forecast which
                           contains the firm obligation of Dade to purchase
                           Cards.  CVDI shipments of Products shall be
                           delivered FOB freight collect CVDI's distribution
                           site, Raleigh, North Carolina, to Dade's carrier at
                           which time title, ownership and risk of loss and
                           damage shall pass to Dade.  CVDI shall deliver
                           Products, properly packed for distribution
                           (including, but not limited to refrigerated
                           distribution), to the carrier selected by Dade at
                           its distribution site.  All freight and insurance
                           expenses, as well as any special handling or

[   ]  CONFIDENTIAL TREATMENT REQUESTED; CERTAIN INFORMATION
OMITTED AND FILED SEPARATELY WITH THE SEC.

                                       23







<PAGE>



                           special packing expenses requested by Dade, shall be
                           paid by Dade. (Packing for refrigerated distribution
                           is not a special packing expense.) Dade shall bear
                           any and all applicable taxes, duties and similar
                           charges that may be assessed against the Products
                           after delivery to the carrier at CVDI's distribution
                           site. CVDI shall include shipping documents with
                           Products in accordance with Dade's or its Affiliates
                           reasonable requests.
         5.8      Packaging.  All Alliance Card, Dade Alliance Card and
                  Specialty Card labels and labeling produced by CVDI,
                  including in terms of packaging layout, design and color,
                  shall be consistent with artwork supplied or approved by
                  Dade.  CVDI shall provide all necessary labels and
                  package inserts for all CVDI Cards, Specialty Cards,
                  Alliance Cards, and Dade Alliance Cards as well as for
                  the shipping container, which labels and package inserts
                  shall comply with applicable FDA requirements. Dade shall
                  not use any other labels or package inserts for any of
                  such cards.
         5.9      Taxes; Duties.  The actual amount of sales, use, excise,
                  value-added and similar taxes levied upon or applicable
                  to the transfer of Product to Dade or its Affiliates are
                  payable by Dade and its Affiliates.  Dade and its
                  Affiliates shall pay all duties, tariffs, surcharges and
                  other customs and other governmental fees levied in
                  connection with the export of the Cards outside of the
                  United States but within the Territory.
6.       Product Warranty.
         6.1      Standard Limited Warranty.  CVDI warrants that the CVDI
                  Cards, the Alliance Cards, the Dade Alliance Cards, the
                  Specialty Cards, and the Specialty Products and Controls
                  shall, at the time of shipment, (a) comply with the
                  requirements of the Act, if applicable, and shall until
                  their expiration date conform to the labeling and package
                  inserts approved by CVDI; (b) will not be products that

                                       24







<PAGE>



                  are adulterated or misbranded within the meaning of the Act;
                  (c) shall have been manufactured, packaged, stored and shipped
                  in conformity with applicable GMP requirements; and (d) will
                  not be products that may not be introduced into interstate
                  commerce pursuant to applicable federal or state law. CVDI
                  warrants that all Instruments and Products (other than Cards
                  and Controls), shall, until the earlier of twenty-four (24)
                  months from shipment by CVDI or twelve (12) months after the
                  date of installation with the customer: (a) comply with the
                  requirements of the Act, if applicable, and shall conform to
                  the labeling and package inserts approved by CVDI; (b) will
                  not be products that are adulterated or misbranded within the
                  meaning of the Act; (c) shall have been manufactured,
                  packaged, stored and shipped in conformity with applicable GMP
                  requirements; and (d) will not be products that may not be
                  introduced into interstate commerce pursuant to applicable
                  federal or state law.
                  This limited warranty is contingent upon proper use of
                  a Product in the application for which such Product
                  was intended and does not cover Products that were
                  modified without CVDI's written approval, that have
                  expired, or that were improperly stored or handled. As
                  of the date of the execution of this Agreement, CVDI
                  has no knowledge that any of the Products, or the sale
                  or use of any of the Products for their intended
                  purposes infringe any intellectual property of any
                  third party.

         6.2      No Other Warranty.  EXCEPT FOR THE EXPRESS LIMITED
                  WARRANTIES SET FORTH IN SECTION 6.1 ABOVE, CVDI GRANTS
                  NO WARRANTIES FOR THE PRODUCTS, EXPRESS OR IMPLIED,
                  EITHER IN FACT OR BY OPERATION OF LAW, BY STATUTE OR
                  OTHERWISE, AND CVDI SPECIFICALLY DISCLAIMS ANY IMPLIED
                  WARRANTY OF QUALITY, WARRANTY OF MERCHANTABILITY,
                  WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE OR
                  WARRANTY OF NON-INFRINGEMENT.

                                       25







<PAGE>



         6.3      Remedy and Limitation of Liability.  EXCEPT AS OTHERWISE
                  PROVIDED HEREIN, CVDI'S LIABILITY AND DADE AND ITS
                  AFFILIATES, ITS DISTRIBUTORS AND ITS CUSTOMERS SOLE
                  REMEDY UNDER THE LIMITED WARRANTY UNDER SECTION 6 HEREOF
                  WITH RESPECT TO ANY PRODUCTS SHALL BE LIMITED AS FOLLOWS:
                  (1) IN THE EVENT OF PRODUCT RECALLED OR NOT IN COMPLIANCE
                  WITH THE WARRANTIES SET FORTH IN THIS AGREEMENT DUE TO
                  THE FAULT OF CVDI, CVDI SHALL, AT THE REQUEST OF DADE,
                  REFUND DADE'S COST OR THE REPLACEMENT OF SUCH PRODUCT AT
                  NO COST TO DADE, ITS DISTRIBUTORS OR CUSTOMERS; (2) IN
                  ALL OTHER CIRCUMSTANCES, A REFUND OF DADE'S COST OF THE
                  CARDS OR REPAIR OR REPLACEMENT, IN ALL EVENTS WHETHER
                  UNDER (1) OR (2), AT CVDI'S SOLE DISCRETION.  EXCEPT AS
                  OTHERWISE PROVIDED HEREIN, IN NO EVENT SHALL CVDI BE
                  LIABLE FOR THE COST OF PROCUREMENT OF SUBSTITUTE PRODUCT
                  OR FOR ANY-SPECIAL, CONSEQUENTIAL OR INCIDENTAL DAMAGES
                  FOR BREACH OF WARRANTY OR OTHERWISE.  CVDI SHALL BEAR THE
                  EXPENSE OF FREIGHT FOR ALL RETURNED GOODS.
         6.4      Card Dating.  CVDI will use best efforts to deliver all
                  CVDI Cards, Alliance Cards, Dade Alliance Cards, and
                  Specialty Cards within three (3) months of the date of
                  manufacture.  Except as otherwise provided in Exhibit
                  6.4, CVDI will use best efforts to deliver all CVDI PT
                  Cards with a minimum card dating of nine (9) months from
                  the date of receipt by Dade.  CVDI will use best efforts
                  to deliver all CVDI aPTT Cards within a minimum card
                  dating of twenty-one (21) months from date of receipt by
                  Dade.  CVDI will use best efforts to deliver all Alliance
                  Cards and Dade Alliance Cards with minimum card dating
                  the same as for the corresponding CVDI PT and aPTT Cards.
                  CVDI will use best efforts to extend the dating of CVDI
                  PT Cards, Alliance PT Cards and Dade Alliance PT Cards in
                  accordance with the time schedule set forth in Exhibit
                  6.4 hereto.
         6.5      Remedy for "Short-Dated" Cards.  To the extent that CVDI
                  delivers any CVDI Cards, Dade Alliance Cards, and

                                       26







<PAGE>



                  Alliance Cards with less than twenty-one (21) months dating at
                  the time of such delivery, CVDI agrees to replace at the
                  request of Dade all such Cards at the time of their expiration
                  at CVDI's variable cost, not to exceed US $[ ] per card FOB
                  CVDI's distribution site. CVDI agrees to adjust such variable
                  cost to reflect actual reductions in its costs of
                  manufacturing cards as CVDI's production volume increases. All
                  cards delivered to Dade with less than the three (3) month
                  dating from the date of manufacture or less than nine (9)
                  months from the date of receipt by Dade shall be returned to
                  CVDI at CVDI's cost or destroyed by Dade at CVDI's discretion
                  and expense and shall be replaced by CVDI at no cost to Dade
                  at the time of expiration. Supply of replacement CVDI Cards,
                  Alliance Cards, Dade Alliance Cards, Specialty Cards, and
                  Instruments shall not count toward Dade's minimum purchase
                  requirements.
         6.6      Assertion of Claims.  In any case where Dade expects to
                  make a claim against CVDI with respect to nonconforming
                  Product, Dade shall retain the Product for the lesser of
                  thirty (30) days or receipt of written authorization and
                  instructions of CVDI either to dispose of the Product or
                  to return the Product to CVDI.  Dade will provide CVDI
                  proof of destruction of cards when requested by CVDI.
7.       Payments for Product.
         7.1      Purchase Price.  Except as provided otherwise herein,
                  Dade or an Affiliate of Dade shall pay CVDI a purchase
                  price per CVDI Card, Alliance Card, and Dade Alliance
                  Card (the "Card Purchase Price") of US$[    ].  Except as
                  otherwise provided herein, Dade or an Affiliate of Dade
                  shall pay CVDI a purchase price per Instrument (the
                  "Instrument Purchase Price") of US$[       ].  The
                  parties shall negotiate in good faith the purchase price
                  of the Specialty Card.  Schedule 1.11 sets forth the

[   ]  CONFIDENTIAL TREATMENT REQUESTED; CERTAIN INFORMATION
OMITTED AND FILED SEPARATELY WITH THE SEC.

                                       27







<PAGE>



                  initial prices at which CVDI will sell to Dade Products other
                  than Instruments and Cards. Such prices are subject to
                  adjustment from time to time but prices shall not be increased
                  to exceed the increase in the Producer Price Index for the
                  immediately prior calendar year, such an adjustment to begin
                  not earlier than January 1, 1998.
         7.2      Dade Commitment.  Dade agrees to purchase from CVDI a
                  minimum of [       ] in the aggregate of CVDI Cards,
                  Alliance Cards, Specialty Cards, or Dade Alliance Cards
                  ("Cards"), invoiced by CVDI to Dade at a rate of not less
                  than [       ] Cards per month during January, February
                  and March, 1997; provided however, that such firm order
                  obligation shall be reduced by the amount of Specialty
                  Products sold by Dade, pursuant to the provisions of
                  Section 3.6 above, beginning ninety (90) days from the
                  date of the first sale of such Specialty Products.  Dade
                  agrees to purchase from CVDI a minimum of [
                      ( )] Instruments by December 31, 1997; provided, however,
                  that Dade shall be entitled to a credit against the minimum
                  Instrument purchase obligation for each Instrument sold by
                  CVDI and its distributors in the Territory during 1997 where
                  such Instrument is placed with a customer for any use outside
                  of the customer's operating room facilities. CVDI shall report
                  to Dade on a monthly basis the number of all such Instrument
                  sales. During 1997, if Dade's firm forecast for any month
                  after March is less than [ ] Cards for reasons other than
                  those set forth in Section 11.4(a) (i) (ii) or (iii), the
                  parties shall discuss the reasons for such forecast and
                  possible actions the parties can take to increase Dade's sales
                  of the CVDI Cards, Alliance Cards, Specialty Cards or Dade
                  Alliance Cards. If, at the end of ninety (90) days from the
                  end of the last month in which Dade ordered [ ] Cards, Dade's
                  firm forecasts are still less

[  ]  CONFIDENTIAL TREATMENT REQUESTED; CERTAIN INFORMATION OMITTED
AND FILED SEPARATELY WITH THE SEC.

                                       28







<PAGE>



                  than [       ] Cards per month, then CVDI has the option,
                  upon written notice to Dade of: (a) converting this
                  Agreement to a non-exclusive distributorship agreement;
                  or (b) terminating this Agreement.
         7.3      Adjustments to the Purchase Price.  The Card Purchase
                  Price shall be increased to US$[     ] beginning in the
                  month following a month in which Dade orders less than
                  [       ] Cards per month.  The Card Purchase Price shall
                  be US$[    ] for all orders of [      ] or more Cards per
                  month except that the Card Purchase Price shall be
                  adjusted as set forth above or below for the periods
                  during which such milestones are achieved; provided
                  however, that the Card Purchase Price shall revert to the
                  highest applicable price to the extent that any minimum
                  milestone is not maintained at the required levels stated
                  below:
                  (a)      Volume Milestones.
                           (i)  Subject to section 7.3(a)(ii), at any time when:
                                (a) Dade purchases from CVDI, for any
                                consecutive three (3) month period [        ] or
                                more in each such month of CVDI Cards, Alliance
                                Cards, Dade Alliance Cards and/or Specialty
                                Cards in the aggregate, and (b) CVDI sells to
                                all its customers and distributors, including
                                Dade, in that same consecutive three (3) month
                                period, [         ] or more in each such month
                                of CVDI Cards, Alliance Cards and/or Dade
                                Alliance Cards in the aggregate, and (c) for the
                                next consecutive three (3) month period, Dade's
                                monthly order of Cards remain at [       ] or
                                more and CVDI's monthly orders of Cards remain
                                at [        ] or more, then the Card Purchase
                                Price to Dade will be reduced to US$[     ] for
                                all purchases

[  ]  CONFIDENTIAL TREATMENT REQUESTED; CERTAIN INFORMATION OMITTED
AND FILED SEPARATELY WITH THE SEC.

                                       29







<PAGE>



                                    subsequent to such date and continuing
                                    thereafter for the period in which such
                                    sales levels are maintained.
                           (ii)     At any time, when: (a) for any consecutive
                                    three (3) month period, Dade purchases from
                                    CVDI, [       ] or more in each such month
                                    of CVDI Cards, Alliance Cards, Dade Alliance
                                    Cards and/or Specialty Cards in the
                                    aggregate, and (b) CVDI sells to all of its
                                    customers and distributors, including Dade,
                                    in that same consecutive three (3) month
                                    period [       ] or more in each such month
                                    of CVDI Cards, Alliance Cards and/or Dade
                                    Alliance Cards in the aggregate, and (c) for
                                    the next consecutive three (3) month period
                                    Dade's monthly orders of Cards remain at [ ]
                                    or more and CVDI's monthly orders of Cards
                                    remain at [        ] or more then the Card
                                    Purchase Price to Dade will be reduced to
                                    US$[    ] for all purchases subsequent to
                                    such date and continuing thereafter for the
                                    period in which such sales levels are
                                    maintained.
                  (b)      Samples, etc.  Upon Dade's request, during each
                           calendar year in which this Agreement is in effect,
                           CVDI shall supply (i) an estimated [      ] CVDI
                           Cards, Alliance Cards, Dade Alliance Cards, and
                           Specialty Cards (in the aggregate) for integration
                           (compatibility) with instrumentation purposes,
                           training purposes, regulatory approval purposes,
                           and (ii) an estimated [      ] CVDI Cards, Alliance
                           Cards, Specialty Cards, and Dade Alliance Cards (in
                           the aggregate) as samples for demonstration
                           purposes.  The price for sample cards shall be
                           US$[    ] per card FOB CVDI.  Such cards will be

[  ] CONFIDENTIAL TREATMENT REQUESTED; CERTAIN INFORMATION OMITTED
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                                       30







<PAGE>



                           supplied in a sample pack containing twenty-five (25)
                           cards. The price for all other cards provided
                           pursuant to this Section shall be US$[ ] per card FOB
                           CVDI. CVDI agrees to adjust the price to Dade to
                           reflect the actual reductions in its costs of
                           manufacturing as CVDI's production volume increases.
         7.4      Minimum Sales to Maintain Exclusivity.  Subject to the
                  provisions of Sections 7.2 and 13.7:
                  (a)      CVDI shall be entitled to revoke the grant of
                           exclusivity to Dade in the event that:
                           (1) Dade does not either sell to end users in the
                               United States or Canada, or ship to distributors
                               in other countries in the Territory, a total of
                               [   ] CVDI Cards, Alliance Cards, Specialty
                               Cards, and/or Dade Alliance Cards by December 31,
                               1997; and
                           (2) Dade sells to end users in the United States or
                               Canada, or ships to distributors in other
                               countries in the Territory, less than [ ] CVDI
                               Cards, Alliance Cards, Specialty Cards, and/or
                               Dade Alliance Cards in the three-month period
                               ending December 31, 1997.
                  (b)      After December 31, 1997, CVDI shall be entitled to
                           revoke Dade's grant of exclusivity and shall be
                           entitled to designate competing distributors in the
                           Territory in the event that Dade fails to meet its
                           annual or semi annual minimum sales of CVDI Cards,
                           Alliance Cards, Specialty Cards, and/or Dade
                           Alliance Cards to end users in the United States or
                           Canada, or ship to distributors in other countries
                           in the Territory, calculated at the end of each six
                           months calendar period or calendar year, as
                           applicable, and determined by reference to sales

[  ] CONFIDENTIAL TREATMENT REQUESTED; CERTAIN INFORMATION OMITTED
AND FILED SEPARATELY WITH THE SEC.

                                                       31

<PAGE>

                           levels as follows:

                                     1998       1999       2000       2001
                                     ----       ----       ----       ----

Annual Minimum Sales
of Cards to End Users         [                                          ]



Semi Annual Sales
of Cards to End Users         [                                         ]


         (c)      CVDI shall be entitled to terminate this Agreement and to
                  enter into alternative exclusive distribution agreements
                  in the Territory in the event that Dade fails to meet the
                  following semi annual minimum sales of CVDI Cards,
                  Alliance Cards, Specialty Cards, and or Dade Alliance
                  Cards to end users in the United States or Canada, or
                  ship to distributors in other countries in the Territory,
                  calculated at the end of each six month calendar period
                  for the applicable calendar year:

                                      1998       1999       2000      2001
                                      ----       ----       ----      ----

Semi Annual Termination
Level of Sales of Cards
to End Users
                               [                                        ]


         (d)      Notwithstanding anything to the contrary in this
                  Agreement, the grant of exclusivity by CVDI to Dade for
                  each country in the Territory other than the United
                  States and Canada may be revoked for that specific
                  country by CVDI at any time upon one hundred twenty (120)
                  days written notice where Dade fails to maintain a
                  distribution network or other sales presence in such
                  country, and such failure persists beyond such one
                  hundred twenty (120) day period.


[  ] CONFIDENTIAL TREATMENT REQUESTED; CERTAIN INFORMATION OMITTED
AND FILED SEPARATELY WITH THE SEC.

                                                       32


<PAGE>

         (e)      In all instances, during the period of exclusivity, fifty
                  (50%) percent of all orders solicited by CVDI and
                  accepted and shipped by Dade in the Territory other than
                  by Dade of CVDI Cards, Alliance Cards, Specialty Cards,
                  and Dade Alliance Cards will be counted on a card for
                  card basis toward Dade's minimum sales requirements in
                  the month in which such orders were sold (but only until
                  such account is converted to a Dade Account).  In all
                  instances, one hundred percent (100%) of all sales by
                  Dade in the Territory of CVDI Cards, Alliance Cards, Dade
                  Alliance Cards, Specialty Cards, and Specialty Products
                  shall be counted on a card for card basis toward Dade's
                  minimum sales requirements in the month in which such
                  orders were sold.
         7.5      Payment.  All CVDI invoices shall be paid net 30 days
                  from date of invoice in US Dollars; provided, however,
                  that if a customer will only accept a single lot of
                  material over an extended period of time, payment for
                  such CVDI invoices shall be paid net sixty (60) days from
                  date of CVDI's invoice in US dollars.  Dade shall provide
                  CVDI with documentation of such arrangements.  Any
                  invoiced amounts not paid when due shall be subject to a
                  service charge at the lower of the rate of one and
                  one-half (1.5%) percent per month or the maximum rate
                  permitted by law.  If Dade fails to make any payment to
                  CVDI when due, CVDI shall give Dade written notice of
                  such non-payment and Dade shall have ten (10) days from
                  the receipt of such notice to make the payment.  CVDI may
                  upon thirty (30) days written notice to Dade without
                  affecting any other rights under this Agreement,

                                                       33


<PAGE>

                  terminate this Agreement, cancel or delay shipments hereunder,
                  or terminate the grant of exclusivity to Dade for non-payment
                  by Dade after such ten (10) day period; provided however, that
                  CVDI shall not be entitled to terminate this Agreement; cancel
                  or delay shipments hereunder, or terminate the grant of
                  exclusivity to Dade unless Dade is more than sixty (60) days
                  late in payment more than three (3) times during any twelve
                  (12) month period, for all periods ending on or prior to
                  December 31, 1997, and two (2) times in any twelve (12) month
                  period for all periods thereafter, and further provided,
                  however, CVDI shall not be entitled to terminate this
                  Agreement with respect to any invoice which is being contested
                  by Dade in good faith.
8.       Confidentiality.
         8.1      "Proprietary Information" means: all financial
                  information, marketing information, sales information,
                  customer information, raw materials, know-how, drawings,
                  compositions, manufacturing and other specifications,
                  analytical procedures, flow sheets, reports, market
                  studies, preclinical and clinical test results, FDA and
                  other regulatory submissions, software and other medical,
                  research, technical, and marketing information disclosed,
                  directly or indirectly, by either party or any of its
                  Affiliates to the other party, retroactively to April 1,
                  1996, in writing, marked "Confidential", "Proprietary" or
                  the like, or, if transmitted orally or by observation of
                  equipment or other material, confirmed by a writing so
                  marked within sixty (60) days of its disclosure, or which
                  by its nature is information normally intended to be held

                                                       34


<PAGE>
                  in confidence, unless the same: (a) is or becomes public
                  knowledge through no fault of the receiving party; (b) is
                  legally in the possession of the receiving party prior to
                  receipt from the disclosing party; (c) is subsequently and
                  lawfully received from a third party without its breach of any
                  nondisclosure obligation; or (d) is independently developed by
                  employees of the receiving party who have had no access to the
                  Proprietary Information of the disclosing party.
                  Notwithstanding the immediately preceding sentence, CVDI
                  agrees that all new materials and other information which Dade
                  provided to CVDI prior to October 15, 1996, shall be treated
                  as Proprietary Information.
         8.2      Non-Disclosure.  During the duration of this Agreement
                  and for a period of five (5) years thereafter, neither
                  party shall disclose to third parties, or use for its
                  benefit, in whole or in part, any Proprietary Information
                  received from other party, except to the extent required
                  to comply with the Act or other laws.  Each party shall
                  take all reasonable steps to minimize the risk of
                  disclosure of Proprietary Information, including, without
                  limitation:
                  (a)      ensuring that only its employees whose duties
                           require them to possess such information have
                           access thereto; and
                  (b)      exercising at least the same degree of care that it
                           uses for its own Proprietary Information.
         8.3      Duties Upon Termination.  Except as otherwise permitted
                  under this Agreement, upon request by the disclosing
                  party after expiration or termination of this Agreement,

                                                       35


<PAGE>
                  the other party shall either return all of such disclosing
                  party's Proprietary Information (including data, memoranda,
                  drawings and other writings and tapes and all copies thereof)
                  received or prepared by it or destroy the same, and in any
                  event shall make no further use of such Proprietary
                  Information provided, however, that counsel for the receiving
                  party may keep one copy of the Proprietary Information for
                  purposes of ascertaining the receiving party's obligations
                  pursuant to this Section 8.
         8.4      Use of Proprietary Information. During the duration of this
                  Agreement and for a period of five (5) years thereafter,
                  neither party shall use the other party's Proprietary
                  Information for any purposes, except to perform its
                  obligations hereunder.
         8.5      Injunctive Relief.  Each party acknowledges that the
                  other party would not have an adequate remedy at law for
                  breach of any of the covenants contained in this Section
                  8 and hereby consents to the enforcement of same by the
                  other party by means of temporary or permanent injunction
                  issued by any court having jurisdiction thereof and
                  further agrees that the other party shall be entitled to
                  assert any claim it may have for damages resulting from
                  the breach of such covenants in addition to seeking
                  injunctive or other relief.
9.       Indemnification.
         9.1      Indemnification by CVDI.  Subject to Dade's compliance
                  with its obligations set forth in Section 9.3 below, CVDI
                  shall indemnify, defend and hold Dade, its Affiliates,
                  subdistributors, their directors, officers, employees and

                                                       36


<PAGE>

                  agents harmless from and against any and all losses, damages,
                  liabilities, claims, demands, judgments, settlements, costs
                  and expenses (including, without limitation, reasonable
                  attorneys' fees and other costs of defense) (collectively
                  "Losses") attributable to, or arising out of a breach by CVDI
                  of any of CVDI's warranties, representations, covenants or
                  obligations hereunder or any claim, lawsuit or other action by
                  a third party for, breach of contract, personal injury or
                  property damage to the extent caused by a breach by CVDI of
                  this Agreement, or out of or connected with the use or sale of
                  the Product to the extent directly caused by CVDI's fault,
                  negligence or breach of any of its obligations hereunder
                  concerning the use or sale of the Product.
         9.2      Indemnification by Dade.  Subject to Dade's compliance
                  with its obligations set forth in Section 9.3 below, Dade
                  shall indemnify, defend and hold CVDI and its Affiliates,
                  their shareholders, directors, officers, employees and
                  agents harmless from and against any and all Losses
                  attributable to, or arising out of a breach by Dade of
                  any of Dade's warranties, representations, covenants or
                  obligations hereunder, or any claim, lawsuit or other
                  action by a third party for, breach of contract, personal
                  injury or property damage to the extent caused by a
                  breach by Dade or any of its Affiliates of this
                  Agreement, or out of or connected with the use or sale of
                  the Product to the extent directly caused by Dade's
                  fault, negligence or breach of any its obligations
                  hereunder concerning the use or sale of the Product.

                                                       37


<PAGE>

         9.3      Notice and Assistance.  A party (the "indemnitee") which
                  intends to claim indemnification under this Section 9
                  shall promptly notify the other party (the "indemnitor")
                  in writing of any action, claim or other matter in
                  respect of which the indemnitee or any of its employees
                  or agents intend to claim such indemnification.  The
                  indemnitee shall permit, and shall cause its employees
                  and agents to permit, the indemnitor, at its discretion,
                  to settle any such action, claim or other matter and
                  agrees to the complete control of such defense or
                  settlement by the indemnitor; provided, however, that
                  such settlement does not adversely affect the
                  indemnitee's rights hereunder or impose any obligations
                  on the indemnitee in addition to those set forth herein
                  in order for it to exercise such rights.  No such action,
                  claim or other matter shall be settled without the prior
                  written consent of the indemnitor and the indemnitor
                  shall not be responsible for any legal fees or other
                  costs incurred other than as provided herein.  At the
                  expense of the indemnitor, the indemnitee shall render
                  the indemnitor all assistance reasonably necessary in
                  defending against such claim, suit, or action.  The
                  indemnitee party shall have the right at its expense, to
                  retain separate counsel to act in an advisory capacity in
                  connection with any matter involving a claim for
                  indemnity and the indemnitor will cooperate with such
                  counsel.

                                                       38


<PAGE>

10.      Patents.
         10.1     Ownership.  Except as provided herein with respect to
                  trademarks, Dade acknowledges that it does not have, nor
                  does it hereby acquire, any right, title and interest in
                  and to any patents, patent applications, trademarks or
                  other proprietary rights of CVDI owned by CVDI at the
                  time of the execution of this Agreement.  Except as
                  provided herein with respect to trademarks, CVDI
                  acknowledges that it does not have, nor does it hereby
                  acquire, any right, title and interest in and to any
                  patents, patent applications, trademarks or other
                  proprietary rights of Dade owned by Dade at the time of
                  the execution of this Agreement.
         10.2     Patent Infringement.
                  (a)      Defense.  Dade agrees that CVDI has the right to
                           defend or at CVDI's option to settle, and CVDI
                           agrees at CVDI's expense, to defend or at CVDI's
                           option to settle, each claim, suit or proceeding
                           brought against Dade or Dade's customers arising
                           out of or related to an allegation of infringement
                           of any United States patent, copyright, or
                           trademark or misappropriation of trade secrets by
                           the sale of Products sold hereunder or the use
                           thereof, subject to the limitations hereinafter set
                           forth.  CVDI shall have sole control of any such
                           action or settlement negotiations, and CVDI agrees
                           to pay, subject to the limitations hereinafter set
                           forth, any final judgment (including all pre-
                           judgment and post-judgment interest) entered
                           against Dade or Dade's customers on such issue in

                                                       39


<PAGE>
                           any such suit or proceeding defended by CVDI. Dade
                           agrees that CVDI at CVDI's sole option, shall be
                           relieved of the foregoing obligations unless Dade
                           shall notify CVDI promptly in writing of such claim,
                           suit or preceding and give CVDI authority to proceed
                           as contemplated herein, and at CVDI's expense,
                           cooperates with CVDI to settle and/or defend any such
                           claim, suit or proceeding. CVDI shall not be liable
                           for any costs or expenses incurred without CVDI's
                           written authorization.
                  (b)      Limitation.  Notwithstanding the provisions of
                           subsection 10.2(a) above, CVDI assumes no liability
                           for (i) infringements covering completed Products
                           or any composition, assembly, combination method or
                           process in which any of the Products may be used
                           but not covering Products when used alone;
                           provided, however, that such limitation shall not
                           apply where the sale or use of the Product (whether
                           or not in any composition, assembly, combination,
                           method or process) is a sale for a use or a use
                           intended or approved by CVDI; (ii) infringements
                           involving any marking or branding not applied by
                           CVDI or applied at the request of Dade; or (iii)
                           infringements involving the modification or
                           servicing of the Products, or any part thereof
                           unless such modification or servicing was performed
                           by CVDI or in accordance with CVDI's written
                           instructions or approved by CVDI.
                  (c)      THE FOREGOING PROVISIONS OF THIS SECTION 10.2 STATE
                           THE ENTIRE LIABILITY AND OBLIGATION OF CVDI AND THE

                                                       40


<PAGE>

                           EXCLUSIVE REMEDY OF DADE, ITS AFFILIATES,
                           DISTRIBUTORS AND CUSTOMERS WITH RESPECT TO ANY
                           ALLEGED INFRINGEMENT OF PATENTS, COPYRIGHTS,
                           TRADEMARKS, OR OTHER INTELLECTUAL PROPERTY RIGHTS BY
                           THE PRODUCTS OR ANY PART THEREOF.
                  (d)      Patent Enforcement.  If Dade believes that a third
                           party is reasonably likely infringing CVDI's patent
                           rights in the Territory, Dade shall promptly notify
                           CVDI of that fact and shall provide to CVDI
                           reasonable evidence of any such claim based upon
                           materials available to Dade.  Upon receipt of
                           evidence satisfactory to CVDI of infringement, in
                           CVDI's sole discretion CVDI shall then have the
                           sole right to take action against such infringing
                           third party.  If CVDI fails to take commercially
                           reasonable action within two (2)months to stop such
                           infringement, and such infringement, if allowed to
                           continue, would have a substantial effect on Dade's
                           sales of the Product, Dade shall then be entitled
                           to take commercially reasonable action to stop such
                           infringement, including the filing of suit;
                           provided, that Dade shall not have such right so
                           long as CVDI is then diligently taking action
                           against at least one infringing third party in at
                           least one country in the Territory.  For purposes
                           of this Section 10.2(b), "commercially reasonable
                           action" requires at a minimum advising the
                           infringing party to cease and desist its
                           infringement.  For purposes of this Section
                           10.2(b), "substantial effect on Dade's sales of the

                                                       41


<PAGE>
                           Product" means a third party offering for sale the
                           Product or an equivalent of the Product. For purposes
                           of this Section 10.2(b), "diligently taking action"
                           means that CVDI has filed at least one patent
                           infringement lawsuit against at least one infringer
                           in at least one country. Any recovery of damages or
                           settlement amounts from any court actions or out of
                           court actions shall be divided as follows: one
                           hundred percent to cover costs of the parties until
                           expenses are reimbursed in full and thereafter
                           seventy five percent to CVDI and twenty-five percent
                           to Dade. CVDI shall have the right to settle any such
                           action. Dade shall have the right to renegotiate its
                           minimum performance obligations under Sections 7.2
                           and 7.4 to the extent they may be affected by such
                           third party sales of the Product(s) in the Territory.
                  (e)      Cooperation.  If either party takes action against
                           a third party pursuant to this Section 10.2, or if
                           a third party claims the manufacture, use or sale
                           of Product in the Territory infringes its patent or
                           other proprietary rights, the other party agrees to
                           provide reasonable assistance by supplying
                           information within its control which may assist the
                           party taking the enforcement action or defending
                           such claim.
         10.3     Distribution Rights.  CVDI hereby grants to Dade the
                  right to act as its authorized distributor in the
                  Territory to sell the Existing Products for the term of
                  this Agreement.  During the term of this Agreement CVDI

                                                       42


<PAGE>

                  shall not bring any claim or action against Dade or any of its
                  Affiliates for the infringement or misappropriation of any
                  intellectual property owned or licensed to CVDI based upon the
                  use or sale by Dade or any of its Affiliates of Products
                  pursuant to the terms and conditions of this Agreement.
11.      Term; Termination; Conversion to Non-Exclusive.
         11.1     Term.  The initial term of this Agreement shall be from
                  the Effective Date until December 31, 2001, unless terminated
                  earlier under the provisions of this Agreement. This Agreement
                  shall renew automatically for one year periods unless at least
                  one hundred eighty (180) days prior to year end, either party
                  provides to the other written notice of its intent to
                  terminate.
         11.2     Conversion to Non-Exclusive.  CVDI shall have the right
                  to convert the exclusivity of Dade's rights to sell the
                  Products and to use the Trademarks to a non-exclusive
                  distribution agreement at any time the minimum sales to
                  end users, as set forth in Section 7.4, are not met.
                  Such right shall be exercised upon at least sixty (60)
                  days' prior written notice.  Upon exercise of such
                  conversion right:
                  (a)      CVDI will not sell Alliance Cards, including cards
                           calibrated to Dade reagents, or Dade Alliance Cards,
                           except to Dade; provided, however, that if CVDI
                           exercises such conversion right in 1997, CVDI shall
                           not be limited as to any sales of cards calibrated to
                           Dade reagents; provided, however, CVDI may not sell
                           Cards bearing Dade marks except to Dade;

                                                       43


<PAGE>

                  (b)      CVDI will use best efforts to honor and
                           fulfill card unit requirements contained in
                           existing customer agreements of Dade; and
                  (c)      CVDI will not sell Specialty Cards using or including
                           that which the parties agree is Dade's proprietary
                           technology in accordance with Section 4.3 or Dade
                           Alliance Cards except to Dade;
                  (d)      CVDI will be free to negotiate distribution
                           agreements in the Territory; and
                  (e)      Dade's obligations to make further payments
                           pursuant to Section 4.2 hereof shall cease.
                  In the event of such conversion, CVDI and Dade shall negotiate
                  annual volumes of Cards and the price for the same on a year
                  to year basis; provided, however, that price levels shall not
                  exceed the pricing structure included in this Agreement to the
                  extent that Dade's sales volume meets any of the volume
                  discounts described in Section 7.3, adjusted by the Producer
                  Price Index as it may change from time to time and, provided,
                  however, that the minimum volumes shall be less than those
                  required to maintain exclusivity. CVDI shall be entitled to
                  terminate this Agreement in event that the negotiated minimum
                  volumes shall be less than those stated in Section 7.4(c).
                  Dade agrees to submit an annual sales volume plan to CVDI.
                  Beginning thirty (30) days subsequent to such conversion, Dade
                  shall provide quarterly its Forecast of requirements for the
                  Cards for each of the six (6) months following the end of the
                  quarter in which such forecast is submitted. The monthly sales
                  quantities shown in the Forecast for the first

                                                       44


<PAGE>

                  three (3) months shall be considered a firm purchase
                  order.
         11.3     Termination for Cause -- Either Party.  Without prejudice
                  to any other rights it may have hereunder or at law or in
                  equity, either party may terminate this Agreement
                  immediately by written notice to the other party upon the
                  occurrence of any of the following:
                  (a)      the other party becomes insolvent, an order for
                           relief is entered against the other party under any
                           bankruptcy or insolvency laws or laws of similar
                           import;
                  (b)      the other party makes an assignment for the benefit
                           of its creditors or a receiver or custodian is
                           appointed for it or its business is placed under
                           attachment, garnishment or other process involving a
                           significant portion of its business;
                  (c)      after sixty (60) days' written notice from the
                           terminating party without cure by the other party of
                           any material breach of this Agreement by the other
                           party not involving minimum sales or payments;
                  (d)      the failure by Dade to make any payment due under
                           this Agreement consistent with the terms contained
                           in Section 7.3;
                  (e)      the failure by Dade to maintain sales to end users
                           as set forth in sub-section 7.4(c); or
                  (f)      after sixty (60) days written notice from CVDI,
                           without cure by Dade, in the event of the sale of
                           products by a distributor appointed by Dade in the

                                                       45


<PAGE>
                           United States which are competitive with the
                           Products.
         11.4     Special Termination Circumstances.
                  (a)      In the event that CVDI cannot meet (i) its delivery
                           of Product obligations consistent with the
                           provisions of Section 5.7(c); (ii) the delivery of
                           the Alliance Card or the Dade Alliance Card in
                           accordance with the terms of Exhibit 4.2; or (iii)
                           the delivery of Cards with dating as set forth in
                           Exhibit 6.4, then in any such event, Dade's
                           obligations to purchase under Section 5.7(b),
                           Dade's minimum sales required under Section 7.4 and
                           Dade's obligation to fund research and development
                           under Section 4.2 shall be waived for the period of
                           non-performance by CVDI.  If at the end of the
                           ninety (90) day period following such event, CVDI
                           has not cured deficiencies in all obligations in
                           which it is in default, then: (x) for each
                           following month in which CVDI remains in default,
                           Dade shall have three months in which to achieve
                           the minimum sales necessary to prevent termination
                           of this Agreement by CVDI pursuant to Section 7.4,
                           and if Dade fails to meet the minimums stated in
                           Section 7.4(c) within such timeframe, CVDI shall be
                           entitled to terminate this Agreement; or (y) Dade
                           shall have the right upon ninety (90) days advance
                           written notice to terminate this Agreement;
                           provided, however, that if CVDI has cured
                           deficiencies in all obligations in which it is in
                           default during such ninety (90) day period, all

                                                       46


<PAGE>

                           obligations of Dade under Sections 5.7(b), 7.4 and
                           4.2 shall be reinstated for the full balance of any
                           such obligations beginning ninety (90) days
                           subsequent to any such cure.
                  (b)      In the event that Dade does not fulfill its
                           obligations under Section 7.4 and CVDI elects to
                           change the Agreement to a non-exclusive basis, Dade
                           shall have the right upon ninety (90) days advance
                           written notice to terminate this Agreement.
         11.5     Rights and Duties Upon Termination.
                  (a)      Termination of this Agreement, for whatever reason,
                           shall not affect any rights or obligations accrued by
                           either party prior to the effective date of
                           termination, including under any purchase order for
                           Products placed prior to the effective date of
                           termination.
                  (b)      Except as provided otherwise in this Section 11.5,
                           upon termination of the Agreement, CVDI shall use
                           reasonable efforts to continue to sell and supply
                           Products to Dade and its Affiliates in such
                           quantities as ordered but in quantities no greater
                           than reasonably appropriate in connection with:
                           (a) fulfilling contractual commitments to customers
                           of Dade, its Affiliates and its subdistributors for
                           a period not to exceed thirty-six (36) months; and
                           (b) for use with Instruments leased, provided or
                           placed with customers until such Instruments have
                           been fully amortized or depreciated for a period
                           not to exceed thirty-six (36) months.  Prices for
                           Products shall remain at the level of the

                                                       47


<PAGE>

                           immediately prior year adjusted solely for
                           increases/decreases in material, labor, and
                           reasonable overhead. Upon termination of this
                           Agreement, and to the extent permitted under
                           applicable law, in each and every case for a price
                           paid by CVDI equal to the cost and expense incurred
                           by Dade and its Affiliates to obtain such approvals
                           and registrations, Dade, upon CVDI's request, shall
                           assign to CVDI (or such other entities designated by
                           CVDI) all product approvals, registrations and
                           regulatory approvals to sell Products in each country
                           in the Territory; or, if assignment of any such
                           registration or approval is not permissible under
                           applicable law, where requested by CVDI, Dade shall
                           grant CVDI (or its designee) a right of reference to
                           such registrations and approvals. Dade shall
                           otherwise use reasonable efforts to enable CVDI to
                           import and sell the Products in such countries.
                  (c)      At Dade's discretion, Dade may continue to sell
                           Instruments or return them, unsold by Dade, to
                           CVDI.  If Dade returns the unsold Instruments to
                           CVDI, and for all unsold Instruments purchased by
                           Dade pursuant to Section 7.2, CVDI agrees to
                           repurchase from Dade all such Instruments at the
                           price which Dade purchased such Instruments less a
                           twenty percent (20%) restocking fee.
                  (d)      Upon termination of this Agreement by Dade, CVDI will
                           not sell cards bearing Dade marks except to Dade.

                                                       48


<PAGE>

                  (e)      Upon termination of this Agreement, CVDI will not
                           sell, except to Dade, the Specialty Card using or
                           including that which the parties agree is Dade's
                           proprietary technology in accordance with Section 4.3
                           nor Dade Alliance Cards.
                  (f)      Sections of this Agreement shall survive any
                           termination of this Agreement which relate to
                           confidentiality and indemnification, or otherwise
                           which by their nature cannot be accomplished or
                           fulfilled prior to termination or which relate to
                           obligations of the parties accrued prior to
                           termination.
         11.6     Termination--Refund of R&D Funds.  If this Agreement is
                  terminated prior to October 15, 1997, as a result of the
                  failure by CVDI to deliver the Alliance Card in
                  accordance with the terms of Schedule 4.2 or the Dade
                  Alliance [      ] Card (if Dade has funded the Dade
                  Alliance [      ] Card project) in accordance with the
                  terms of Schedule 4.2, or the failure by CVDI to deliver
                  to Forecast as set forth in Section 5.7(c), CVDI shall
                  refund to Dade all research and development funds paid by
                  Dade associated with such research and development
                  projects.
         11.7     Non-Competition. Dade shall not, during the term of this
                  Agreement, manufacture, sell, distribute or cause to be
                  distributed a competing point of care hemostasis product.
12.      Arbitration.
         Except for terminations pursuant to Section 11.3 above, all disputes,
         controversies and differences which may arise between the parties out
         of, in relation to or in connection
[  ] CONFIDENTIAL TREATMENT REQUESTED; CERTAIN INFORMATION OMITTED
AND FILED SEPARATELY WITH THE SEC.

                                                       49


<PAGE>

         with this Agreement, or for the breach thereof, or any claim based on
         or arising from any alleged wrongful conduct or omission related to
         this Agreement, may upon mutual agreement of the parties, be determined
         by arbitration. The arbitration shall be conducted in accordance with
         the Rules of the American Arbitration Association ("AAA"),
         Supplementary Procedures for Large Complex Disputes, in effect as of
         the commencement of the arbitration, as modified by the provisions of
         this paragraph. The arbitration shall be held in Raleigh, North
         Carolina. Whenever a party desires to request arbitration proceedings,
         such party shall first cause its chief executive officer or other
         designated and authorized officer to contact the other party; which
         shall cause its chief executive officer or other designated and
         authorized officer to make good faith efforts to resolve any such
         dispute prior to arbitration or litigation.
         No provision of this section shall limit the right of either
         party to this Agreement to obtain provisional or ancillary
         remedies from a court of competent jurisdiction before, after
         or during the pendency of any arbitration if injunctive relief
         from the court is necessary to prevent serious and irreparable
         injury to one party or the other. The parties acknowledge that
         for purposes of this Agreement (1) preliminary injunctions,
         appointments of receivers, attachments, temporary protective
         orders and writs of possession constitute "provisional
         remedies," and (2) judicial actions to enforce a decision
         reached pursuant to this section constitute "ancillary
         remedies."

                                                       50


<PAGE>

13.      Miscellaneous.
         13.1     Choice of Law. This Agreement and all purchase orders issued
                  hereunder shall be governed and interpreted, and all rights
                  and obligations of the parties shall be determined, in
                  accordance with the laws of the State of North Carolina,
                  without regard to its conflict of laws rules.
         13.2     Notices.  All notices, approvals or other communications
                  required hereunder shall be in writing and shall be
                  deemed to have been duly given if delivered personally to
                  such party or sent to such party by facsimile
                  transmission (confirmed in writing by other permitted
                  means), air courier or by certified mail, postage
                  prepaid, to the following addresses:
                  To Dade:

                  Dade International Inc.
                  P.O. Box 778
                  1717 Deerfield Road
                  Deerfield, IL 60015-0778
                  Attn: President
                  Fax (847) 267-5317


                  and with a copy to:


                  Dade International Inc.
                  P.O. Box 778
                  1717 Deerfield Road
                  Deerfield, IL 60015-0778
                  Attn: General Counsel
                  Fax (847) 267-5376


                  To CVDI:

                  Cardiovascular Diagnostics, Inc.
                  5301 Departure Drive
                  Raleigh, NC 27604
                  Attn: President
                  Fax: (919) 954-9932


                                                       51


<PAGE>

                  and with a copy to:

                  Larry E.  Robbins, Esq.
                  Wyrick, Robbins, Yates & Ponton, LLP
                  4101 Lake Boone Trail
                  Suite 300
                  Raleigh, NC 27607
                  Fax (919) 781-4865

                  or to such other address as the addressee may have specified
                  in notice duly given to the sender as provided herein. Such
                  notice, request, demand, waiver, consent, approval or other
                  communications will be deemed to have been given as of the
                  date so delivered, transmitted by facsimile or fifteen (15)
                  days after so mailed.
         13.3     Severability.  In the event that any provision of this
                  Agreement shall be found in any jurisdiction to be in
                  violation of public policy or illegal or unenforceable in
                  law or equity, such finding shall in no event invalidate
                  any other provision of this Agreement in that
                  jurisdiction, and this Agreement shall be deemed amended
                  to the minimum extent required to comply with the law of
                  such jurisdiction.
         13.4     Entire Agreement. This Agreement states the entire agreement
                  between the parties hereto about the transactions contemplated
                  hereby and may not be amended or modified except by written
                  instrument duly executed by the parties hereto.
         13.5     No waiver. The failure of either party hereto to enforce at
                  any time, or for any period of time, any provision of this
                  Agreement shall not be construed as a waiver of such provision
                  or of the right of such party thereafter to enforce each and
                  every provision.

                                                       52


<PAGE>

         13.6     Assignment, Binding Effect.  Neither party shall assign
                  this Agreement nor any of their respective rights or
                  obligations hereunder without the prior written consent
                  of the other party, except that either party may assign
                  this Agreement to any of its Affiliates or to any person
                  to which substantially all of the assets comprising its
                  hemostasis products business are transferred by operation
                  of law or otherwise, including, but without limitation,
                  by merger or transfer of stock.  Any other attempted
                  assignment without such consent shall be void.  Any
                  assignee or transferee of this Agreement and/or the
                  rights or obligations hereunder shall expressly assume in
                  writing all obligations of the assignor/transferor
                  pursuant to this Agreement.  In performing this
                  Agreement, Dade may, upon sixty (60) days advance written
                  notice, delegate to its Affiliates or Allegiance its
                  obligations hereunder.  Dade shall remain primarily
                  liable to CVDI despite such delegation.
         13.7     Independent Contractor.  Each party shall act as the
                  independent contractor of the other party.  Neither party
                  shall be the legal agent of the other for any purpose
                  whatsoever and therefore has no right or authority to
                  make or underwrite any promise, warranty or
                  representation, to execute any contract or otherwise to
                  assume any obligation or responsibility in the name of or
                  in behalf of the other party, except to the extent
                  specifically authorized in writing by the other party.
                  Neither of the parties hereto shall be bound by or liable
                  to any third persons for any act or for any obligation or
                  debt incurred by the other toward such third party,

                                                       53


<PAGE>

                  except to the extent specifically agreed to in writing by
                  the party so to be bound.
         13.8     Headings. All section headings contained in this Agreement are
                  for convenience of reference only, do not form a part of this
                  Agreement and shall not affect in any way the meaning or
                  interpretation of this Agreement.
         13.9     Counterparts.  This Agreement may be executed in any
                  number of counterparts and any party hereto may execute
                  any such counterpart, each of which when executed and
                  delivered shall be deemed to be an original and all of
                  which counterparts taken together shall constitute but
                  one and the same instrument.  It shall not be necessary
                  in making proof of this Agreement or any counterpart
                  hereof to account for any of the other counterpart.
        13.10     Force Majeure.  Neither party shall be deemed to be in
                  default for failure or delay in performance to the extent
                  of causes which are reasonably unforeseeable or, if
                  foreseeable, reasonably unremediable in spite of diligent
                  efforts to effect a reasonable remedy, and which are
                  caused by act or omission of any governmental authority
                  or of the other party, compliance with new governmental
                  regulations, insurrection, riot, embargo, delays or
                  shortages in transportation or inability to obtain
                  necessary materials, and Acts of God or Nature.
        13.11     Insurance.  CVDI and Dade shall at all times maintain
                  insurance, including product liability insurance, in the
                  amount of $5,000,000.00.  Each party shall, at the
                  request of the other party, provide such evidence of such
                  insurance as requested, including a certificate of

                                                       54


<PAGE>

                  insurance. Such insurance shall not be canceled without at
                  least thirty (30) days prior written notice to Dade.
        13.12     Books and Records.  CVDI and Dade shall, during the term
                  of this Agreement and for three (3) years thereafter,
                  make and keep full and accurate books and records showing
                  the quantities of Products sold in sufficient detail to
                  determine applicable pricing pursuant to Section 7.3, the
                  maintenance of exclusivity pursuant to Section 7.4, and
                  applicable Card, commission, and Instrument credits
                  pursuant to Sections 3.6, 5.6, 5.7, and 7.2.  Each party
                  shall be permitted to designate an independent third
                  party such as a nationally recognized "Big Six"
                  accounting firm to inspect the applicable books and
                  records of the other party from time to time, during
                  regular business hours to the extent necessary to verify
                  applicable pricing and credits.  The designated party
                  shall report its findings to the requesting party.  Each
                  party agrees to treat as Proprietary Information all
                  information learned in the course of any such


                                                       55


<PAGE>


                  inspection hereunder, except when it is necessary for the
                  party to reveal such information in order to enforce its
                  rights under this Agreement. Notwithstanding anything to the
                  contrary contained herein, the party to be inspected may waive
                  at any time the requirement contained in this section relating
                  to the use of an independent third party.
        13.13     Press Releases; Publicity.  Neither party shall publicly
                  disclose or announce any term of this Agreement;
                  provided, however, that a party may issue a press release
                  disclosing the existence of this Agreement and other
                  terms only upon prior written agreement of the other
                  party, further provided, that each party shall at all
                  times be entitled to make disclosures required by
                  applicable securities laws.

         IN WITNESS WHEREOF, this Agreement has been duly executed and delivered
as of the day and year first above written.


CARDIOVASCULAR
DIAGNOSTICS, INC.                                    DADE INTERNATIONAL INC.



By____________________________                    By:__________________________
  As its                                                    As its

   
<PAGE>
                

   
                                  SCHEDULE 1.11

PRODUCTS                   CATALOG #          INITIAL SALES PRICE
                                                    TO DADE

CVDI PT Cards                                  $[    ] each     
CVDI aPTT Cards                                $[    ] each     
Alliance PT Cards                              $[    ] each     
Alliance aPTT Cards                            $[    ] each     
Dade Alliance PT Cards                         $[    ] each     
Dade Alliance aPTT Cards                       $[    ] each     
TAS Instrument                                 $[        ] each 
Controls                                       $[    ] each     
Service contracts                              $[      ] each   
Sample pack--25 cards                          $[    ] per Card 
                                              









[  ] CONFIDENTIAL TREATMENT REQUESTED; CERTAIN INFORMATION OMITTED
AND FILED SEPARATELY WITH THE SEC.






<PAGE>



                                  SCHEDULE 1.13
                                    COUNTRIES
         USA
         Canada
         Mexico
         Brazil
         Columbia
         Chile
         Puerto Rico
         Venezuela






<PAGE>



                           EXHIBIT/SCHEDULE 2.1(B)(II)
                                 TAS PLACEMENTS

                                 St. Joseph Mercy
                                    St. Mary's
                                 High Point Region
                                 St. Luke's, Boise
                                  Maricopa County
                                 Faribault Clinic
                                  Grant Riverside
                          Emporia Clinic - Cotton O'Neil
                                   Reading Rehab
                                    Scottsdale
                                      DePaul
                                    Susquehanna
                                    Oregon Med
                                      Sentara
                                    Chippenham
                                   Phoebe Putney
                                      Genesys







<PAGE>



                          EXHIBIT/SCHEDULE 2.1(B)(III)
                                 TAS PLACEMENTS
                      CURRENT CUSTOMERS USING DADE REAGENTS

          1.      Cheshire
          2.      Chippenham
          3.      Eliza coffee
          4.      Fairbault Clinic
          5.      Genesys
          6.      Hennepin County
          7.      Med Coll VA
          8.      Mesa Lutheran
          9.      Oregon Med Labs
         10.      Palmeno Hlth Onc
         11.      Rex Hospital
         12.      Riverside
         13.      Scottsdale Mem
         14.      Sentara
         15.      Spartanberg Hem & Onc
         16.      St. Paul Ramsey
         17.      Sutter Memorial
         18.      UC Davis
         19.      VA Hines Med Ctr






<PAGE>



                                  SCHEDULE 2.5
                      STANDARD TERMS AND CONDITIONS OF SALE



    

I.                         DEFINITIONS
CVDI:               Cardiovascular Diagnostics, Inc.  The person or
                    organization that has placed an Order with CVDI or
                    with whom CVDI has concluded an agreement.
Standard Terms:     These Standard Terms and Conditions of Sale.
Products:           The whole of the Products the subject of this
                    Contract, as specified in
                    the Offer or in the Order.                  
Offer:              The written proposition, made by CVDI, which
                    includes these Standard Terms, a specification of
                    the Products and the current price.
Order:              The written request, made by the Buyer, including
                    a specification of the Products to be ordered.

II.       OFFERS, GOODS, AND SPECIFICATIONS
1.        All offers, Orders and Contracts of Sale by CVDI shall be subject to 
          these Standard Terms
2.        These standard Terms can only be amended with the specific written
          consent of CVDI.

III.      ORDERS
1.        No Order shall be binding on CVDI until expressly accepted by CVDI in
          writing.
2.        No Order may be cancelled and/or amended by the Buyer except with the
          written consent of CVDI.
3.        Save as provided in a distribution agreement between
          CVDI and the Buyer, these Standard Terms and any
          special terms agreed upon in writing represent the
          understanding between the parties and shall supersede
          and exclude any previous agreements between CVDI and
          the Buyer in relation to their subject matter and all
          terms and/or General Conditions of whatever nature
          which the Buyer may in any way seek to impose.

IV.       PRICES.
1.        Unless otherwise agreed upon, all prices mentioned in CVDI current
          standard price list are based on delivery FOE, CVDI.
2.        The price shall be exclusive of, and the Buyer shall
          pay, all duties or taxes arising in connection with
          the sale unless otherwise agreed to by CVDI in
          writing.






<PAGE>



V.   PAYMENT
1.   Subject to any agreement to the contrary, payment must be made within
     30 days from the date of the invoice.
2.   If the Buyer commits any breach of this Contract, all
     monies accrued and owing under this Contract shall
     immediately become due and payable.
3.   In the event of any late payment, the Buyer shall pay
     CVDI interest from the date payment became due, to be
     calculated at the Wall Street Journal Prime Rate
     increased by 5% per month.
4.   All payments shall be made in full without deducting any right of equity,
     set-off or counterclaim.

VI.  CARRIAGE AND DELIVERY
1.   Unless otherwise agreed upon, delivery of the Products shall be FOB,
     CVDI.
2.   Any delivery time specified by the Buyer or indicated
     by CVDI is an estimate only and CVDI shall not have
     any liability whatsoever for failure to deliver the
     Products at or within any such delivery time. In case
     of any late deliver, CVDI must be formally declare to
     be in default and must be granted a reasonable term
     to comply with its delivery obligation.
3.   If the Buyer refuses to take prompt deliver or is
     negligent in providing necessary information or
     instructions in accordance with these Standard Terms,
     then the Products shall be stored at the Buyers risk.
     The Buyer shall pay CVDI all additional deliver,
     storage and insurance costs and any other costs
     incurred along with any loss arising in connection
     with this neglect or refusal.
4.   The Buyer shall inspect all Products promptly upon receipt thereof.  Such
     inspection shall include, without limitation, a quality control analysis.
     Any Product not properly rejected within 4 weeks after receipt by the
     Buyer shall be deemed accepted.  The Buyer shall be deemed to have
     received the correct quantity of the Products upon CVDI's delivery note
     being signed on behalf of the Buyer or by its carrier.  In the event of an
     incomplete or excessive delivery, the Buyer shall not be entitled to reject
     the Products included in the Contract or to treat the Contract as
     repudiated.
5.   The Buyer shall notify CVDI in writing within 5 days from the moment
     of discovery of any other defect or within 5 days from the moment the
     defect should have been discovered.  Save only as provided under these
     General Conditions, CVDI shall not be held liable for any defect which
     is not so notified.  Unless expressly agreed otherwise, the risk of loss
     ensuing from loading and transporting the Products shall be borne by the
     Buyer even if the transport is handled by CVDI at the Buyer's request.






<PAGE>



VII.  RETENTION OF TITLE.  1.  Notwithstanding  delivery,  title to the Products
      shall  remain  in CVDI and  shall  not pass to the  Buyer  until  CVDI has
      received  payment in full with respect to all Products  delivered or to be
      delivered, work done in relation to sales agreements, interest owed and/or
      accrued  including  any cost  which may arise in  respect  of  letters  of
      credit,  bills of  exchange  or cheques  along with any  storage and other
      costs, resulting from a breach of the sales agreement by the Buyer.

VIII. INTELLECTUAL PROPERTY RIGHTS.
1.    All patents, designs, trademarks, copyrights and
      other industrial or intellectual property rights of
      CVDI of whatever nature in respect of the Products,
      any of their constituent parts, their packaging or
      other material supplied with the Products shall
      remain the absolute property of CVDI and shall remain
      vested in CVDI.
2.    The Buyer shall indemnify CVDI against any and all
      loss, damage, claims, costs, and expenses suffered or
      incurred by CVDI in connection with any material,
      information or instruction supplied by the Buyer in
      relation to the Products, including the industrial or
      intellectual property rights as stated in Article
      VIII.1.

IX.   LIABILITY.
1.    CVDI's liabilities regarding the Products shall be
      limited in accordance with the provisions of CVDI's
      Standard Limited Warranty attached hereto as Exhibit
      A and incorporated by this reference. CVDI does not
      give any warranty beyond these specifications.
2.    CVDI's aggregate liability to the Buyer in respect of any and all causes
      of action arising at any time in connection with the Products, including 
      but not limited to action in relation to negligence, shall be limited to 
      the amount paid the Buyer for the Products or replacement of the Product
      at CVDI's option.  In no event shall CVDI be liable for costs of
      procurement of substitute goods by anyone.  In no event shall CVDI be
      liable for any special, consequential, incidental, or indirect damages,
      including but not limited to damages resulting from late delivery and loss
      of profit.

X.    ALTERATIONS TO THE PRODUCTS AND DESCRIPTION.
1.    After delivery of the Products, the Buyer shall not
      alter the Products or alter any marks, designs or
      artwork on the Products or on the packaging. The
      Buyer shall not apply its own marks on the Products
      or on their packaging, and shall not cause, allow or
      permit any third party to do so.






<PAGE>




XI.  DEFAULT.
1.   If any of the following events occur, all monies
     accrued and owing under the Contract shall become
     immediately due and payable and CVDI shall be
     entitled at any time thereafter to terminate the
     Contract and any other Contract between CVDI and the
     Buyer by written notice, or to suspend further
     deliveries of Products, without prejudice to its
     right to full indemnification:
-    if the Buyer defaults or commits a breach of the
     Contract or of any other obligations to CVDI and if,
     in CVDI's reasonable judgement, termination of the
     contract or suspension of further deliveries is
     justified;
-    if an attachment or execution is levied upon the Buyer's property and/or
     assets;
-    if the Buyer makes, offers or proposes a settlement,
     arrangement or composition with its creditors. If a
     resolution or petition to wind up the Buyer's
     business is passed or presented, if a petition for an
     administrative order in respect of the Buyer is
     presented, if a petition for a bankruptcy order is
     made against the Buyer, or if a receiver, liquidator,
     trustee or manager of the Buyer's undertaking,
     property, assets or any part thereof is appointed;
-    If CVDI considers that the Buyer may be unable to
     provide payment in full and/or to perform any of its
     other obligations under the Contract, and the Buyer
     is (in CVDI's reasonable judgment) not able to
     provide security covering his obligation.
2.   Should the Buyer fail to fulfill one or more of his
     obligations, all reasonable costs incurred in and out
     of court in order to realize fulfillment will be at
     his expense. Such costs will in any event include
     those for collecting agencies, bailiffs and
     attorneys.

XII  FORCE MAJEURE.
1.   CVDI shall not be liable, if it is prevented from or hindered or delayed
     in performing any of its obligations by reason of force majeure.  Force
     majeure shall consist of, but shall not be limited to, the following:
-    strike, lock-out or trade dispute (in each case whether involving CVDI's
     or a third party's employees);
-    non-availability, interruption, failure of or delay in CVDI's usual supply
     sources, manufacturing facilities, transportation routes or facilities;
-    breakdown of machinery or power failure;
-    default or delay by CVDI's sub-Contractors, acts of national or local
     government or other authorities;
-    storm, tempest, fire, flood, explosion, accident, theft, civil disturbance,
     insurrection or war.






<PAGE>




XIII.   GOVERNING LAW.
1.      These Standard Terms and any Contract in conjunction therewith shall be
        governed by the laws of the State of North Carolina.
2.      In any proceeding instigated by the Buyer in respect
        of any matter which may arise in connection with the
        contract or these Standard Terms, the courts of North
        Carolina shall have exclusive jurisdiction. In any
        such proceedings brought by CVDI, CVDI shall be at
        liberty to bring the proceeding before the courts of
        North Carolina or any other court which would have
        jurisdiction in the absence of this clause.






<PAGE>



                                    EXHIBIT A
                         CVDI STANDARD LIMITED WARRANTY

         Cardiovascular Diagnostics, Inc. ("CVDI") provides a 12 month warranty
on new TAS Analyzers from the time of delivery to the end-year. Any instrument
covered under warranty will be replace within 10 working days of notification to
CVDI's technical services department. Upon receiving the replacement unit, the
customer shall return the defective unit to CVDI via air freight at CVDI's
expense.

         This warranty cover the TAS Analyzer's shelf life under normal
conditions and is contingent upon proper use of a TAS Analyzer in the
application for which such product was intended and does not cover products
which were modified without CVDI's approval, which have expired, which were
subjected to unusual physical, chemical or electrical stress or temperature
fluctuations, or which were not stored in accordance with the specifications
provided by CVDI.

         EXCEPT FOR THIS EXPRESS LIMITED WARRANTY, CVDI GRANTS NO WARRANTIES FOR
THE PRODUCTS, EXPRESS OR IMPLIED, EITHER IN FACT OR BY OPERATION OF LAW, BY
STATUTE OR OTHERWISE, TO DISTRIBUTOR, ITS CUSTOMERS OR ANY OTHER PARTY, AND CVDI
SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTY OF QUALITY, WARRANTY OF
MERCHANTABILITY, WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE OR WARRANTY OF
NON-INFRINGEMENT.

         CVDI'S LIABILITY ARISING OUT OF THIS WARRANTY SHALL BE LIMITED TO THE
AMOUNT PAID BY THE CUSTOMER FOR THE PRODUCTS OR REPLACEMENT OF THE PRODUCTS, AT
CVDI'S OPTION. IN NO EVENT SHALL CVDI BE LIABLE FOR COSTS OF PROCUREMENT OF
SUBSTITUTE GOODS BY ANYONE. IN NO EVENT SHALL CVDI BE LIABLE OF ANY SPECIAL,
CONSEQUENTIAL, INCIDENTAL, OR INDIRECT DAMAGES, HOWEVER CAUSED, ON ANY THEORY OF
LIABILITY, WHETHER OR NOT CVDI HAS BEEN ADVISED ON THE POSSIBILITY OF SUCH
DAMAGE.






<PAGE>



                                  SCHEDULE 3.4


                                 CVDI TRADEMARKS


                                       TAS

                                     PT-ONE








                                 DADE TRADEMARKS


                                     Dade(R)
                                     [ ](R)
                              Thromboplastin C Plus
                                Thromboplastin IS
                                    Actin(R)
                                   Ci-Trol(R)












[  ] CONFIDENTIAL TREATMENT REQUESTED; CERTAIN INFORMATION OMITTED
AND FILED SEPARATELY WITH THE SEC.






<PAGE>



                                  SCHEDULE 4.2
                        RESEARCH AND DEVELOPMENT PROJECTS
                                     PAGE 1

                       ESSENTIAL MARKETING CHARACTERISTICS
           PROTHROMBIN (PT) TEST CARDS WITH CVDI REAGENTS AND CONTROLS
                           CALIBRATED TO DADE REAGENTS
                               ("ALLIANCE CARDS")

<TABLE>
<CAPTION>

<S>                           <C>    
GOAL:                        POINT-OF-CARE PT TEST CARD MADE WITH CVDI REAGENTS CALIBRATED TO
                             DADE REAGENT CARDS TO BE CALIBRATED TO ONE MASTER LOT OF DADE
                             REAGENT ON ONE INSTRUMENT TYPE
MARKET:
FORMAT:                      ONE STEP, DRY CHEMISTRY, QUANTITATIVE TEST FOR MONITORING OF ORAL
                             ANTICOAGULANTS AND DEFICIENCIES OF EXTRINSIC CLOTTING FACTORS
MATRIX:                      WHOLE CITRATED BLOOD
SENSITIVITY:                 AS EXISTING MARKETED PT TEST CARDS
DYNAMIC RANGE:               AS DETERMINED BY DADE REAGENT
PRECISION:                   CV {less than}[   ]% FOR NORMAL RANGE
SAMPLE PROCESSING:           NONE
INTERFERENCES:               INSENSITIVE TO INDIVIDUAL DIFFERENCES IN [                            ] DEFICIENCIES
TOTAL TEST TIME:                     {less than} [ ] MINUTES
STABILITY:                   [   ] YEAR AT {less than}[ ](degree)C
REGULATORY REQ:              UNKNOWN
EST.  DEVELOPMENT COST:

</TABLE>

[ ] CONFIDENTIAL TREATMENT REQUESTED; CERTAIN INFORMATION OMITTED AND FILED
 SEPARATELY WITH THE SEC.







<PAGE>



                              SCHEDULE 4.2 (CONT'D)
                                     PAGE 2

                       ESSENTIAL MARKETING CHARACTERISTICS
           PROTHROMBIN (PT) TEST CARDS WITH CVDI REAGENTS AND CONTROLS
                           CALIBRATED TO DADE REAGENTS
                               ("Alliance Cards")
                                    (cont'd)

                                                        FROM THE EFFECTIVE DATE
PT CALIBRATION TASK LIST                                          OF THIS
AGREEMENT

DEFINE SPECIFICATIONS/RESOLVE PACKAGING ISSUES/ORDER 
PACKAGING                                                 [          ] Days

DETERMINE CLINICAL FEASIBILITY (FIELD TRIALS)             [           ] Days

SHIP CALIBRATED CARDS TO DADE                             [           ] Days


PERSONNEL ASSIGNED: STEVE WILSON, PH.D.; TECH


NOTES:


    
   
1.  CALIBRATION TO [        ] ONLY; SPECIFIC [               ] WILL NOT BE 
    IDENTICAL SINCE DIFFERENT REAGENTS
    

2.  ASSUMES EXISTING CVDI [        ] CAN BE USED

3.  THESE DATES ARE GOOD ONLY IF WE RECEIVE [     ] LOT OF DADE [        ] TO
    BE MATCHED BY [        ]

4.  THESE DATES ARE CONTINGENT ON AGREEMENT WITH DADE REGARDING SPECIFICATIONS
    BY [        ]

[ ] CONFIDENTIAL TREATMENT REQUESTED; CERTAIN INFORMATION OMITTED AND FILED 
SEPARATELY WITH THE SEC.






<PAGE>



                              SCHEDULE 4.2 (CONT'D)
                                     PAGE 3

                       ESSENTIAL MARKETING CHARACTERISTICS
             ACTIVATED PARTIAL THROMBOPLASTIN TIME (aPTT) TEST CARDS
                        WITH CVDI REAGENTS AND CONTROLS
                           CALIBRATED TO DADE REAGENTS
                               ("Alliance Cards")
                                    (cont'd)

<TABLE>
<CAPTION>
<S>                                         <C>
GOAL:                                       POINT-OF-CARE aPTT TEST CARD MADE WITH CVDI REAGENTS CALIBRATED TO
                                            DADE REAGENT CARDS TO BE CALIBRATED TO ONE MASTER LOT OF DADE
                                            REAGENT ON ONE INSTRUMENT TYPE CARDS MATCHED TO HEPARIN SENSITIVITY
                                            ONLY
MARKET:
FORMAT:                                     ONE STEP, DRY CHEMISTRY, QUANTITATIVE TEST FOR MONITORING OF HEPARIN
                                            AND DEFICIENCIES OF INTRINSIC CLOTTING FACTORS
MATRIX:                                     WHOLE CITRATED BLOOD
SENSITIVITY:                                AS DETERMINED BY DADE REAGENT IN ONE STAGE REACTION
DYNAMIC RANGE:                              [     ] U/ML HEPARIN
PRECISION:                                  CV {less than}[   ]% FOR NORMAL RANGE
SAMPLE PROCESSING:                          NONE
INTERFERENCES:                              INSENSITIVE TO INDIVIDUAL DIFFERENCES IN [                            ] DEFICIENCIES
TOTAL TEST TIME:                                     {less than}[ ] MINUTES
STABILITY:                                  [   ] YEAR AT {less than}[ ](degree)C
REGULATORY REQ:                             UNKNOWN
EST.  DEVELOPMENT COST:

</TABLE>

[ ] CONFIDENTIAL TREATMENT REQUESTED; CERTAIN INFORMATION OMITTED AND FILED
 SEPARATELY WITH THE SEC.






<PAGE>



                              SCHEDULE 4.2 (CONT'D)
                                     PAGE 4

                       ESSENTIAL MARKETING CHARACTERISTICS
          ACTIVATED PARTIAL THROMBOPLASTIN TIME (aPTT) TEST CARDS WITH
                           CVDI REAGENTS AND CONTROLS
                           CALIBRATED TO DADE REAGENTS
                               ("Alliance Cards")
                                    (cont'd)
<TABLE>
<CAPTION>



<S>                                                                                          <C>   
                                                                                              FROM THE EFFECTIVE DATE
APTT CALIBRATION TASK LIST                                                                            OF THIS
AGREEMENT
DEFINE SPECIFICATIONS/RESOLVE PACKAGING ISSUES/ORDER PACKAGING                                    [          ] Days
DETERMINE CLINICAL FEASIBILITY (FIELD TRIALS)                                                    [           ] Days
SHIP CALIBRATED CARDS TO DADE                                                       [                        ] Days
PERSONNEL ASSIGNED: STEVE WILSON, PH.D.; TECH


                        
NOTES
<S>  <C>                                                                                                       

1.  CALIBRATION TO [        ] ONLY; SPECIFIC [                    ] WILL NOT BE IDENTICAL SINCE DIFFERENT
    REAGENTS
2.  ASSUMES EXISTING CVDI [        ] CAN BE USED
3.  THESE DATES ARE GOOD ONLY IF WE RECEIVE [     ] LOT OF DADE [        ] TO BE MATCHED BY [        ]
4.  THESE DATES ARE CONTINGENT ON AGREEMENT WITH DADE REGARDING SPECIFICATIONS BY [        ]




</TABLE>


[ ] CONFIDENTIAL TREATMENT REQUESTED; CERTAIN INFORMATION OMITTED AND FILED
 SEPARATELY WITH THE SEC.






<PAGE>



                              SCHEDULE 4.2 (CONT'D)
                                     PAGE 5

                       ESSENTIAL MARKETING CHARACTERISTICS
                 PROTHROMBIN (PT) TEST CARDS WITH DADE REAGENTS
               CALIBRATED TO DADE REAGENTS ("Dade Alliance Cards")
<TABLE>
<CAPTION>

<S>                                          <C>
GOAL:                                       POINT-OF-CARE PT TEST CARD MADE WITH DADE REAGENTS CALIBRATED TO
                                            DADE REAGENT CARDS TO BE CALIBRATED TO ONE MASTER LOT OF DADE
                                            REAGENT ON ONE INSTRUMENT TYPE
MARKET:
FORMAT:                                     ONE STEP, DRY CHEMISTRY, QUANTITATIVE TEST FOR MONITORING OF ORAL
                                            ANTICOAGULANTS AND DEFICIENCIES OF EXTRINSIC CLOTTING FACTORS
MATRIX:                                     WHOLE CITRATED BLOOD
SENSITIVITY:                                AS DETERMINED BY DADE REAGENT IN ONE STAGE TEST
DYNAMIC RANGE:                              AS DETERMINED BY DADE REAGENT
PRECISION:                                  CV {less than}[   ]% FOR NORMAL RANGE
SAMPLE PROCESSING:                          NONE
INTERFERENCES:                              INSENSITIVE TO INDIVIDUAL DIFFERENCES IN [                            ] DEFICIENCIES
TOTAL TEST TIME:                                     {less than}[ ] MINUTES
STABILITY:                                  [   ] YEAR AT{less than}[ ](degree)C
REGULATORY REQ:                             INSTRUMENTED PREDICATE TESTS EXIST; 510(K)
EST. DEVELOPMENT COST:                      SALARIES AND TRAVEL TO CLINICAL SITES; COST OF SAMPLES AND CONTROLS
                                            FOR TESTING IN NORMAL AND ABNORMAL RANGES, FIELD AND CLINICAL TRIALS



</TABLE>

[ ] CONFIDENTIAL TREATMENT REQUESTED; CERTAIN INFORMATION OMITTED AND FILED
SEPARATELY WITH THE SEC.






<PAGE>



                              SCHEDULE 4.2 (CONT'D)
                                     PAGE 6

                       ESSENTIAL MARKETING CHARACTERISTICS
                 PROTHROMBIN (PT) TEST CARDS WITH DADE REAGENTS
               CALIBRATED TO DADE REAGENTS ("Dade Alliance Cards")
                                    (cont'd)

<TABLE>
<CAPTION>
                                                                                 FROM DADE'S INITIAL FUNDING OF THE
PT WITH DADE REAGENTS TASK LIST                                                         DADE ALLIANCE CARDS PROJECT
-------------------------------------------------------------------------------------------------------------------
<S>                                                                            <C>    

DEFINE SPECIFICATIONS/PLAN                                                                   [               ] Days
DETERMINE FEASIBILITY                                                                            [           ] Days
DETERMINE CLINICAL FEASIBILITY (FIELD TRIALS)                                  [                             ] Days
ESTABLISH [ ]% CV, 10% SPAN WITH BLOOD/DEFINE FINAL FORMULATION                     [                        ] Days
DEFINE CONTROLS/PACKAGING                                                              [                     ] Days
ESTABLISH EQUIVALENT [ ] YR STABILITY                                             [                          ] Days
CLINICAL TRIALS/IN-HOUSE TESTING TO SUPPORT 510(K)                                   [                       ] Days
FDA 510(K) SUBMISSION                                                                    [                   ] Days

PERSONNEL ASSIGNED:  STEVE WILSON, PH.D.; TECH

NOTES:
1.       CALIBRATION TO [        ] ONLY; SPECIFIC [                    ] MAY NOT BE IDENTICAL SINCE [
              ]
2.       EXISTING [    ] TEST WOULD BE A PREDICATE DEVICE FOR 510(K)
3.       THESE DATES ARE GOOD ONLY IF WE RECEIVE [     ] LOT OF DADE [        ] TO BE MATCHED BY [        ]
4.       THESE DATES ARE CONTINGENT ON AGREEMENT WITH DADE REGARDING SPECIFICATIONS BY [        ]
</TABLE>

[ ] CONFIDENTIAL TREATMENT REQUESTED; CERTAIN INFORMATION OMITTED AND FILED 
SEPARATELY WITH THE SEC.






<PAGE>



                              SCHEDULE 4.2 (CONT'D)
                                     PAGE 7

                       ESSENTIAL MARKETING CHARACTERISTICS
   ACTIVATED PARTIAL THROMBOPLASTIN TIME (aPTT) TEST CARDS WITH DADE REAGENTS
               CALIBRATED TO DADE REAGENTS ("Dade Alliance Cards")
                                    (cont'd)


<TABLE>
<CAPTION>
<S>                                        <C>    

GOAL:                                       POINT-OF-CARE aPTT TEST CARD MADE WITH DADE REAGENTS CALIBRATED TO
                                            DADE REAGENT
                                             CARDS TO BE CALIBRATED TO ONE MASTER LOT OF DADE REAGENT ON ONE
                                            INSTRUMENT TYPE
                                            CARDS MATCHED TO [                   ] ONLY
MARKET:
FORMAT:                                     ONE STEP, DRY CHEMISTRY, QUANTITATIVE TEST FOR MONITORING OF HEPARIN
                                            AND DEFICIENCIES OF INTRINSIC CLOTTING FACTORS
MATRIX:                                     WHOLE CITRATED BLOOD
SENSITIVITY:                                DETERMINED BY DADE REAGENT IN ONE STAGE REACTION
DYNAMIC RANGE:                              [     ] U/ML HEPARIN
PRECISION:                                  CV {less than}[   ]% FOR NORMAL RANGE
SAMPLE PROCESSING:                          NONE
INTERFERENCES:                              INSENSITIVE TO INDIVIDUAL DIFFERENCES IN [                            ] DEFICIENCIES
TOTAL TEST TIME:                                     {less than}[ ] MINUTES
STABILITY:                                  [   ] YEAR AT {less than}[ ](degree)C
REGULATORY REQ:                             INSTRUMENTED PREDICATE TESTS EXIST: 510(K)
EST. DEVELOPMENT COST:                      SALARIES AND TRAVEL TO CLINICAL SITES; COST OF SAMPLES AND CONTROLS
                                            FOR TESTING IN NORMAL AND ABNORMAL RANGES, FIELD AND CLINICAL TRIALS
</TABLE>

[ ] CONFIDENTIAL TREATMENT REQUESTED; CERTAIN INFORMATION OMITTED AND FILED
SEPARATELY WITH THE SEC.






<PAGE>



                              SCHEDULE 4.2 (CONT'D)
                                     PAGE 8

                       ESSENTIAL MARKETING CHARACTERISTICS
   ACTIVATED PARTIAL THROMBOPLASTIN TIME (aPTT) TEST CARDS WITH DADE REAGENTS
               CALIBRATED TO DADE REAGENTS ("Dade Alliance Cards")
                                    (cont'd)
<TABLE>
<CAPTION>


                                                                                 FROM DADE'S INITIAL FUNDING OF THE
APTT CALIBRATION TASK LIST                                                              DADE ALLIANCE CARDS PROJECT
-------------------------------------------------------------------------------------------------------------------
<S>                                                                            <C>    

DEFINE SPECIFICATIONS/PLAN                                                                   [               ] Days
DETERMINE FEASIBILITY                                                              [                         ] Days
DETERMINE CLINICAL FEASIBILITY (FIELD TRIALS)                                   [                            ] Days
ESTABLISH 5% CV, 10% SPAN WITH BLOOD/DEFINE FINAL FORMULATION                          [                     ] Days
DEFINE CONTROLS/PACKAGING                                                            [                       ] Days
ESTABLISH EQUIVALENT 1 YR STABILITY                                                [                         ] Days
CLINICAL TRIALS/IN-HOUSE TESTING TO SUPPORT 510(K)                                 [                         ] Days
FDA 510(K) SUBMISSION                                                             [                          ] Days
PERSONNEL ASSIGNED:  STEVE WILSON, PH.D.; TECH

NOTES:
1.    CALIBRATION TO [       ] ONLY; SPECIFIC [                    ] MAY NOT BE IDENTICAL SINCE [
          ]
2.    EXISTING [    ] TEST WOULD BE A PREDICATE DEVICE FOR 510(K)
3.    THESE DATES ARE GOOD ONLY IF WE RECEIVE [     ] LOT OF DADE [        ] TO BE MATCHED BY [        ]
4.    THESE DATES ARE CONTINGENT ON AGREEMENT WITH DADE REGARDING SPECIFICATIONS BY [        ]


</TABLE>

[ ] CONFIDENTIAL TREATMENT REQUESTED; CERTAIN INFORMATION OMITTED AND FILED
 SEPARATELY WITH THE SEC.






<PAGE>



                                 SCHEDULE 5.6(E)




         Sysmex Instruments
                  CA-1000                            $[      ]
                  CA-1000 w/bar code                 $[      ]
                  CA-6000                            $[      ]
                  CA-6000 w/chromogenics             $[      ]
                  CA-6000 w/cap piercing             $[      ]
                  CA-6000 w/chromogenics and
                           cap piercing              $ [      ]


         Sysmex Disposables
                  CA-1000/5000 cuvettes (3000/pk)    $[   ]/pk
                  CA-6000 cuvettes (3000/pk)         $[   ]/pk
                  CA-1000/5000 tubing                $[   ]/pk


         Dade Reagents                                   
                  [       ] 10x10 ml                  $  [    ]
                  Actin FSL 10x2 ml                   $  [    ]
                  Thromboplastin C+ 10x4 ml           $  [    ]


         Dade Controls Levels I, II, III 10x1 ml      $  [    ]





[ ] CONFIDENTIAL TREATMENT REQUESTED; CERTAIN INFORMATION OMITTED AND FILED
SEPARATELY WITH THE SEC.






<PAGE>


                                   EXHIBIT 6.4
<TABLE>
<CAPTION>



                                                    CARD DATING

PRODUCT                             DATE OF MANUFACTURE                         MINIMUM CARD DATING
                                                                                    UPON RECEIPT
<S>                                 <C>                                        <C>   
CVDI PT CARDS                       EFFECTIVE DATE OF                                  [ ] MONTHS
                                    CONTRACT UNTIL
                                    [      ]

ALLIANCE PT CARDS                   EFFECTIVE DATE OF                                  [ ] MONTHS
                                    CONTRACT UNTIL
                                    [      ]

CVDI PT CARDS                       [      ] UNTIL TERMINATION                        [  ] MONTHS

ALLIANCE PT CARDS                   [      ] UNTIL TERMINATION                        [  ] MONTHS

CVDI aPTT CARDS                     EFFECTIVE DATE OF                                 [  ] MONTHS
                                    CONTRACT UNTIL
                                    TERMINATION

ALLIANCE aPTT                       EFFECTIVE DATE OF                                 [  ] MONTHS
CARDS                               CONTRACT UNTIL
                                    TERMINATION




</TABLE>


[ ] CONFIDENTIAL TREATMENT REQUESTED; CERTAIN INFORMATION OMITTED AND FILED 
SEPARATELY WITH THE SEC.






<PAGE>