EXHIBIT 10.10
                                                                               
                             CONSULTING AGREEMENT

      This  Agreement  is  entered into this 1st day of January,  1996  by  and
between INCSTAR Corporation, a Minnesota corporation having its principal place
of  business at 1990 Industrial Boulevard, P.O. Box 285, Stillwater,  Minnesota
55082 (the "Company"), and Michael Steffes, M.D., Ph.D., an individual residing
at 1583 Fulham Street, St. Paul, Minnesota 55108 ("Consultant").

                                   Recitals

      A.    Consultant  has  been  involved in the  field  of  immunodiagnostic
technology  and  has  substantial  technical  and  business  knowledge  of  the
development, manufacturing and marketing of immunodiagnostic products.

      B.    The  Company values the knowledge and expertise of  Consultant  and
desires  to  obtain  consulting  services from  Consultant  on  the  terms  and
conditions set forth in this Agreement.

     NOW, THEREFORE, the Company and Consultant agree as follows:

      1.    Retention  of  Consultant; Services to be Performed.   The  Company
hereby retains Consultant for  the term of this Agreement to perform consulting
services  in  the  field of immunodiagnostic products (the "Field"),  including
attendance at meetings of the Company's Scientific Advisory Panels, and general
consulting  services relating to such field and such other consulting  services
as the parties may agree.

     2.   Compensation.  For Consultant's services hereunder, the Company shall
pay to Consultant a fee of $12,000 per year.  The Company shall pay such fee in
equal quarterly amounts on the first day of the applicable quarter.  Consultant
shall  be  responsible  for the payment of all federal, state  or  local  taxes
payable with respect to all amounts paid to Consultant under this Agreement.

      3.   Expenses.  The Company shall reimburse Consultant for all reasonable
travel  and  other out-of-pocket expenses incurred by Consultant  in  rendering
consulting  services  hereunder; provided that the Company  has  approved  such
expenses in advance.  The Company shall pay such reimbursement within  30  days
after receipt of appropriate receipts or documentation of the expenses.

     4.   Ownership and Assignment of Inventions.

           a.    Notification of Inventions.  Consultant shall promptly  notify
the  Company in writing of the existence and nature of, and shall promptly  and
fully  disclose  to  the  Company,  any  and  all  ideas,  designs,  practices,
processes,  apparatus, improvements and inventions, whether  or  not  they  are
believed  to  be  patentable, which Consultant has conceived or first  actually
reduced  to  practice and/or may conceive or first actually reduce to  practice
during  the term of this Agreement  or which Consultant may conceive or  reduce
to  practice within six (6) months after termination of this agreement, if such
inventions  relate to a product or process upon which Consultant worked  during
the term of his consulting arrangement with the Company ("Inventions").

           b.   Assignment to Company.  Consultant agrees to assign, and hereby
does  assign, to the Company, all right, title and interest in and to all  such
Inventions.   At  the  request  of the Company, Consultant  shall  execute  all
papers,  including patent applications, assignments of inventions, patents  and
copyrights,  and  other instruments that the Company shall  deem  necessary  or
convenient in order to perfect the Company's rights in the Inventions.

           c.    Limitation.   Section 4(b) shall not apply  to  any  invention
meeting the following conditions:

          (1)  such invention was developed entirely on Consultant's own time;

          (2)  such invention was made without the use of any of the equipment,
               supplies, facility or trade secret information of the Company;

          (3)  such  invention does not relate (i) directly to the business  of
               the  Company,  or  (ii) to the Company's actual or  demonstrably
               anticipated research or development; and

          (4)  such  invention  does  not result from  any  work  performed  by
               Consultant for the Company.

          d.   Copyrights.  All right, title, and interest in all copyrightable
material  which Consultant shall conceive or originate, either individually  or
jointly  with others, and which arise out of the performance of this Agreement,
will  be the property of the Company and are by this Agreement assigned to  the
Company  along  with ownership of any and all copyrights in  the  copyrightable
material.   Consultant agrees to execute all papers and perform all other  acts
necessary  to  assist  the Company to obtain and register  copyrights  on  such
materials  in  any  and all countries.  Where applicable, works  of  authorship
created by Consultant for the Company in performing his responsibilities  under
this Agreement shall be considered "works made for hire" as defined in the U.S.
Copyright Act.

           e.    Know-How.  All know-how and trade secret information conceived
or  originated  by  Consultant  which arises out  of  the  performance  of  his
obligations or responsibilities under this Agreement or any related material or
information shall be the property of the Company, and all rights therein are by
this Agreement assigned to the Company.

          5.   Confidential Information.

           a.   Confidentiality Obligation.  Except as permitted by the Company
in  writing,  during the term of this Agreement or for a period  of  three  (3)
years  thereafter, Consultant shall not divulge, furnish or make accessible  to
anyone  or  use in any way (other than in the consultancy for the Company)  any
confidential or secret knowledge or information of the Company which Consultant
has  acquired from the Company concerning trade secrets, confidential or secret
designs,  processes,  formulae, plans, devices  or  material  (whether  or  not
patented  or  patentable) directly or indirectly useful in any  aspect  of  the
business  of  the Company, any confidential or secret development  or  research
work of the Company, or any other confidential information or secret aspects of
the  business  of  the  Company.  The foregoing obligation of  confidentiality,
however  shall not apply to any knowledge or information which is now  part  of
the  public  domain, which subsequently becomes generally publicly known  other
than  as  a  direct  or  indirect result of the breach  of  this  Agreement  by
Consultant,  the  knowledge or information was known  to  Consultant  prior  to
disclosure by Company or the knowledge or information is obtained from a  third
party having the right to make such disclosure.

           b.    Irreparable  Harm.  Consultant acknowledges  that  the  above-
described confidential or secret knowledge or information constitutes a  unique
and  valuable  asset to the Company and represents a substantial investment  of
time  and expense by the Company,  and that any disclosure or other use of such
knowledge  or information other than for the sole benefit of the Company  would
be wrongful and would cause irreparable harm to the Company.

      6.    Relationship to an Academic Institution.  The Company  acknowledges
that  Consultant is a member of the faculty of the University of Minnesota (the
"University"),  and  is  subject  to certain agreements  and  policies  of  the
University.   Consultant  represents that he is not a  party  to  any  existing
agreement with the University that would prevent him from performing any of the
consulting services for the Company contemplated in this Agreement.  Consultant
represents  that he will ensure that any services he performs  outside  of  the
University are not in conflict with any University policy or agreement.

      7.   Competing Activities.  Consultant represents to the Company that (a)
Consultant  has  disclosed  to  the Company  any  and  all  other  obligations,
arrangements, agreements or interests of Consultant that may constitute or give
rise  to a conflict of interest on the part of Consultant given the nature  and
terms of this Agreement and (b) Consultant is not now under any obligation of a
contractual  or other nature to any person, firm, corporation or  other  entity
which  is  inconsistent  or  in conflict with this Agreement,  or  which  would
prevent, limit or impair the execution of this Agreement or the performance  by
Consultant  of  Consultant's obligations hereunder.  Consultant further  agrees
that  he  will  not, during the term of this Agreement and for six  (6)  months
thereafter,  provide to any other business or entity any services  relating  to
the  research, development, production, marketing or sale of any product in the
Field  that  is  similar  to or competitive with any in vitro  immunodiagnostic
product researched, developed, produced, marketed or sold by the Company during
the term of this Agreement.

      8.    Term  and Termination.  Unless terminated as provided herein,  this
Agreement  shall continue until the one (1) year anniversary of  the  date  set
forth  above,  and  shall  be renewed automatically  for  one  (1)  year  terms
thereafter,  unless either party notifies the other party at least  sixty  (60)
days prior to the renewal date.  This Agreement shall be terminated earlier (a)
in  the  event  of the death or serious disability of Consultant  or  (b)  upon
thirty  (30)  days  written  notice by either  party.   If  this  Agreement  is
terminated  prior  to  the expiration of the term hereof, Consultant  shall  be
entitled  to  receive  the  quarterly  consulting  fee  through  the  date   of
termination, pro rated as of the date of termination.  Sections 4 and  5  shall
survive termination of this Agreement.

     9.   Miscellaneous.

           a.    Assignment.  Consultant may not assign any right nor  delegate
any  obligation under this Agreement without the prior written consent  of  the
Company.   Any  such attempted assignment or delegation without proper  consent
shall be void.

           b.    Governing Law.  This Agreement shall be construed and enforced
in  accordance with the laws of the State of Minnesota, excluding its choice of
law rules.

            c.    Entire  Understanding;  Binding  Agreement.   This  Agreement
constitutes the final and complete agreement between the Company and Consultant
with  respect  to the subject matter hereof, superseding any previous  oral  or
written  communication, representation, understanding  or  agreement  with  the
Company or any officer or representative of the Company.  This Agreement  shall
inure  to  the  benefit  of  and shall be binding  upon  the  Company  and  its
successors and assigns and upon Consultant and his executors, administrator  or
representatives.  No modification of this Agreement shall be valid unless  made
in writing and signed by the parties hereto.

          d.   Notices.  Any notice required or permitted to be given hereunder
shall  be  in writing and shall be deemed effective upon the personal  delivery
thereof, if mailed, forty-eight (48) hours after having been deposited  in  the
United States mails, postage prepaid, and addressed to the party to whom it  is
directed  at  the  address set forth above (or such other address  provided  in
writing to the other party).

           e.    Injunctive Relief.  Consultant acknowledges that it  would  be
difficult to fully compensate the Company for damages resulting from any breach
by  Consultant  of  the  provisions  of Section  4  or  5  of  this  Agreement.
Accordingly,  in  the  event  of  any  actual  or  threatened  breach  of  such
provisions,  the Company shall (in addition to any other remedies that  it  may
have)  be  entitled to temporary and/or permanent injunctive relief to  enforce
such  provisions,  and  such relief may be granted  without  the  necessity  of
proving actual damages.

           f.   Status of  Consultant.  Consultant is an independent contractor
and  not  an employee of the Company.  Consultant has no authority to  obligate
the  Company by contract or otherwise. Consultant shall not be entitled to  any
employee benefits that the Company provides to its employees.  Consultant shall
be  free  to exercise discretion and independent judgment as to the method  and
means of performance of the services to be provided pursuant to this Agreement.

      IN  WITNESS  WHEREOF,  the  Company and  Consultant  have  executed  this
Agreement as of the date set forth in the first paragraph.

                                        INCSTAR CORPORATION


                                        By /s/John Booth___________


                                        /s/Michael Steffes_________
                                        Michael Steffes, M.D., Ph.D.