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                                  EXHIBIT 10.17

      DESCRIPTION OF THE LEASE FOR OFFICE SPACE OF HDC IN SAO PAULO, BRAZIL

With the present instrument in the best form of right the signers below on one
side is Lessor MR. DUARTE AUGUSTO LOPEZ, Brazilian, naturalized, married,
businessman, carrier of ID card RG Number 1490.755 and registered at C.P.F/M.F
no 004.185.548-15, resident and housed in the capital, representing IRMAOS
RIBEIRO S/C LTDA., with offices at Our Lady of Lapa 671/10 10th floor capital
Sao Paulo on the other side as lessee HEMAGEN DIAGNOSTICOS COMERCIO IMPORTACAO E
EXPORTACAO LTDA, properly registered at C.N.P.J. Number 64.002.686/001-32 and
state registration number 113.046.733.117, headquarters Rua Tavares Cabral
Number 185-Pinheiros - Capital - SP. properly represented by the primary
stockholder HEMAGEN DIAGNOSTICS, INC. a company located in the USA, incorporated
according to the laws of the state of Delaware with the address of 34 Bear Hill
Road, Waltham, MA. In conformance with the contractual alteration clause for
which is from to be registered in the JUCESP under number 65245/95-7 and
delegates powers of management to the partner/shareholder of the Lessee through
the particular document dated the fifteenth of February 1996 and registered in
the chamber of commerce under number 38707/96 to MRS. LIVIA FARIA LOPES DOS
SANTOS OLIVEIRA, Brazilian, married, professor, carrier of ID card number
5.816.796 and registered number C.P.F./M.F. 688.794.078-72 Resident and housed
in Rua Doutor Luis Augusto de Queiroz Aranha, Number 576-7 andar Capital - SP,
To whom is delegated for specifications of this lease and the value of rent to
be just and contracted the following which is mutually agreed and accepts and
agrees to the conformity of the following clauses and stipulates to no:

     1.   The lessor in his quality as the owner of the building a house at Rua
          Diogo Moreira Number 222, number 45 subdistrict, Pinheiros, a lot
          measuring 16 meters across the front equal depth on both sides of 35
          meters on the front on both sides with an area equal to 560 square
          meters with the left side against street Mario Freire Filho, and on
          the other side with Francisco de Paula Amarante and in the back with
          whomever is found to be properly registered in the city hall of Sao
          Paulo under the number of the contributor 015.074.0089-6 in the
          location of the real estate agency of the building through the clauses
          already stipulated.

     2.   The length of the present contract is sixty months, beginning the
          first of July 2001 and ending the 30th of June 2006, date in which the
          lessee promises to return completely empty and in a state of
          conservation the building independently of any notification.

     3.   The monthly rent is 7000 Reais which should be paid on time until the
          10th day of the following month in the office of the procurator or
          wherever indicated through an authorized bank being that whatever
          receipt outside of this time should be considered beyond the tolerance
          of the lessor

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          towards the lessee without any prejudice of any of the other clauses
          of this contract.

          The nonpayment of the monthly rent and other charges until the 10th
          day of each month of the subsequent month will incur a penalty of 10%
          of the value of the total debt plus 1% interest per month, which will
          be calculated from the date of the actual due date until the date the
          payment is actually made. Taking as a reference point the variation of
          the IGPM/FGV the general index of market prices or whatever under
          index comes to be used by the government as its substitute. Any
          special discounts over the rent given to the Lessee shall be bound to
          the payment on the due date as agreed. Hence in case of a fine, the
          Lessor can take away any discount without any notification.

          It is accepted and established that periodic adjustments that the
          legislation of the country will authorize periodically inferior to the
          annual adjustment that the two parties will agree with respect to the
          adoption of a new period of readjustment. Moving to a readjustment
          that is more favorable to the lessor maintaining the indexes in this
          contract as stipulated or as said the IGPM/FGV the general index of
          market prices furnished by the foundation Getulio Vargas, or any index
          that comes to be substituted.

          All expenses, taxes, and consumption of water, sewer, septic tank,
          electric energy, bank taxes, and any other taxes such as the IPTU
          taxes and insurance against fire that occur or are going to occur over
          the building will be the exclusive responsibility of the Lessee which
          will reimburse these to the Lessor along with the rent or when
          returning the building the lessee is obligated to present the proof of
          payments of said charges thereby proving payment and therefore being
          incorporated with the overall payment and giving notice to the lessor
          that payment was indeed made. It should be known that receipt of these
          receipts in no way releases the lessee from other obligations
          stipulated within this contract which were not charged for whatever
          reasons during the specific. The payments of rent or any other charges
          as the lessee should always be made with checks made directly to the
          lessee or with a bank note sent directly to the realtor. It is
          expressly forbidden any deposit to be made into the bank account of
          the administrator.

          The lessee is obligated to have insurance against fire of the building
          for the market value. The policy should be in favor of the Lessor and
          after that followed by the occupants of the building, the commercial
          branch.

     4.   Any work that impacts the security of the building should be executed
          by the lessor, all other necessary works of maintenance and
          conservation of the building should be made and paid for by the lessee
          which is obligated to restore everything to the condition in which it
          was found at the start of the lease. This conforms to clause 15 of the
          present lease agreement with

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          the exception of the natural wear and tear of things. Any other
          changes that were made by the Lessee to the building should be
          repaired within 20 days of receiving the keys by the Lessor or the
          administration. After these 20 days the lessor can make the necessary
          repairs, charging all of the cost through judicial action if necessary
          and making the Lessee responsible for the rent until the conclusion of
          these services

          The Lessee is immediately authorized to make any necessary
          improvements, adaptations in order to carry out its business in a
          beneficial way, any improvements will pass onto the lessor
          independently of any indemnification. At the end of the lease, the
          lessor can order the lessee to take away all changes, improvements and
          modifications introduced even with his approval.

     5.   The Lessee immediately allows the lessor or its representative to
          examine/visit the building when it is understood to be convenient
          obligating itself to communicate to the lessee the time, date, and
          hour, in case that the building is located for sale, the lessee will
          permit those interested in the purchase of the building to visit at
          the time and hour previously agreed to by both parties.

          In the hypotheses of sale of the building of the lease, the lessee
          shall have first right of refusal under the same conditions offered to
          any third party. If there is no interest by the Lessee, the new owner
          shall respect all terms and conditions now put hereforth.

          The lessor authorizes the Lessee to add the present contract to the
          registration of building number 86093 of the 14th of May 1996 number
          10 of the Registration of Buildings of Sao Paulo, any expenses
          generated by this registration will be paid by the lessee.

     6.   It is not permitted the transference of this contract now or
          subleasing or the lending of this building in whole or part. It is
          obligated to be used exclusively for commercial use.

          Indemnifying the administration and the lessor of any responsibility
          from any of the public authorities

          The legal part to open any firm to be constituted is entirely the
          responsibility of the lessee who will assume the responsibility of the
          use of the building along with any public authority at whatever level,
          federal, state, or municipal.

     7.   In case of fire, landslides or other acts of god which make it
          impossible to use the building, the lessor is no longer obliged to
          complete its obligations.

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          It falls upon the Lessee to defend its interest along with the
          appropriate powers.

     8.   Everything owed by reason of this contract shall be charged in an
          executive process, an appropriate action. All expenses shall be bourn
          by the debtor on top of the principal and defined all judicial
          expenses extra judicial expenses and 20 percent of the fees of the
          lawyer.

     9.   All fines by of which the lessee gives cause for them should be paid.
          The lessee is also responsible for any additional fines and taxes and
          other charges which may arise.

     10.  Lessor and lessee obligate themselves to respect the present contract
          which is found to be correct. Whichever of the contracting parties
          infringes their respective clauses, a penalty equivalent to the rent
          of three months shall be assessed.

     11.  The lessee deposits in this important act a deposit of $21,000 Reais
          or the equivalent of three months rent for all the guarantees present
          in the lease in this way fulfilling the requirements of article 38
          paragraph 2 of the law 8.245/91.

     12.  The lessee and lessor are assured that all the rights and advantages
          conferred by law and in vigor at the signing of this contract are
          promulgated.

     13.  For the return of the keys that are object of this present lease the
          lessee is obligated to notify the lessor of its intention to do so 60
          days prior to the end or moving out of the location. 60 days prior
          their should be a walkthrough of the building with the lessor or
          administrator in conjunction with the lessee to identify any eventual
          damages made to the building and to assess any necessary reparations
          that should be made to the building these are obligations of the
          lessee and should be taken care of by the lessee, they could be made
          by the lessor at the expenses of the lessee through a previous
          approval of payments the keys will be accepted effectively after the
          receipt of the payments of the light, water, E.P.T.U, etc, that have
          been properly disconnected.

     14.  The receiving of the keys by the lessor does not imply or indemnify
          the rents or other charges that could be charged at whatever moment if
          they refer to the period in which the lessee was within the building.

     15.  The lessee receives the building in the state in which it is found in
          conformity to the description which is elaborated and signed by the
          lessor and lessee as is shown in the attachment to this contract and
          as part of the negotiations of the rent the lessee commits to make the
          adaptations

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          necessary to perform their duties within the commercial activity
          conserving the improvements already existing. In this way, complying
          with article 22 in paragraph one of Lei 8245/91.

     16.  When the building is to be returned to the lessor there will be a
          visit in accordance to the contractual clauses in finding the building
          in normal conditions for a new lease, the lessee will receive payment
          equivalent to two months of rent. If the lessee advises with at least
          60 days notice the intention to no longer occupy the building without
          prejudice to clause number 11.

     17.  It is an integral part of the building now located a telephone .3815
          0556 of a proprietary type being that the account taxes, reparations,
          telephone call, local telephone calls, intercity telephone calls, and
          other telephone calls are the responsibility of the Lessee. The lessee
          should make his payment during the respective due date independent of
          the due date of the rent. If there is a late payment of the telephone
          bill, the lessor will make payment and after will charge a tax of 20
          percent over the total value of the telephone bill and also legal
          fees.

     18.  Now the lessee has obliged during the next 30 days to transfer from
          ELETROPAULO - Eletricidae de Sao Paulo S.A., its account to furnish
          electric energy under the lessee's name.

     19.  Any warrants, notifications, citations, cases, that should be
          necessary according to article 58, in number 4 of law 8.245 of October
          of 1991 or personally to the manager delegated the principal
          shareholder who maintains the management and administrative management
          of the company. Any disputes, solicitation, or questions in reference
          to the building should be sent by writing to the organization of
          IRMAOS RIBEIRO S/C LTDA., who is in charge to administrate, receive
          rents, and take care of the interests of the lessor.

     21.  It is elected FORO DA CAPITAL - SP, to govern over any doubt
          originating from the application or interpretation of this contract.
          All other forms are renounced by both parties no matter how privileged
          they are.

It is for being in complete agreement here present in this contract the two
parties of equals in the presence of two witnesses below given everything for
good, sign.

     Sao Paulo, 12 JUL 2001

     Duarte Augusto Lopes

     Hemagen Diags. Com. Imp. Exp. LTDA
     Livia Faria Lopes Dos Santos Oliveira