holcopro.rtf

Printed 3/31/97

                                                        -1-

                 CO-PROMOTION AND SALES REPRESENTATION AGREEMENT

This  Co-Promotion  and Sales  Representation  Agreement  (this  "Agreement") is
 entered into as of the 14th day of January,  1997  ("Effective  Date"),  by and
 between

HOLOGIC,  INC., a Delaware corporation having its principal place of business at
590 Lincoln Street, Waltham, MA 02154 ("Hologic" or "Company"), and

OSTEX INTERNATIONAL,  INC., a Washington  corporation having its principal place
of business at 2203  Airport Way South,  Suite 400,  Seattle,  Washington  98134
("Ostex" or Representative).

         1.       FACTS

         A. Hologic engages in the research, development, manufacture, sale, and
lease  of  diagnostic  equipment  and  other  products  in  the  field  of  bone
metabolism,  including  its line of QDR bone  densitometers.  Hologic sells this
line of bone  densitometers to physician offices,  clinics,  hospitals and other
medical  settings to measure the density and strength of the subject's  bones as
an aid in the diagnosis of osteoporosis and other bone diseases.

         B. Ostex has  developed its  proprietary  immunoassay  Osteomark(R)  to
determine the levels of the NTx epitope collagen metabolite  resulting from bone
resorption  ("NTx Assay"),  which it has  implemented  and sells in a microtiter
format.   ("Osteomark(R)   Laboratory  Test").   Ostex  sells  its  Osteomark(R)
Laboratory Test to clinical laboratories,  physician offices, clinics, hospitals
and  other  medical  settings  for the  purpose  of  measuring  the rate of bone
resorption  or breakdown of the subject's  bones as an aid in the  management of
osteoporosis and other bone diseases.

         C. The parties  believe that their products are  complementary  to each
other, and wish to enter into this Co-Promotion and Sales Agency Agreement under
which (1) Ostex will act, in the Territory,  as the sales agent for a package of
products  consisting of a Strategic  Alliance ("Fee Per Scan") Leasing  Contract
for Hologic's QDR 4500 product and a certificate redeemable for performance of a
defined  number of  Osteomark(R)  Laboratory  Tests;  and (2) the  parties  will
jointly  promote  their QDR and  Osteomark(R)  products in the  Territory  as an
integrated  approach to the  diagnosis  and  management  of  osteoporosis,  will
establish a  committee  to  coordinate  their  joint  activities,  and will take
certain other steps; all as described herein.

         D. The parties  have entered into  simultaneously  with this  Agreement
that certain Joint Development,  License and Supply Agreement  providing for the
development and sale of an NTx Meter System for point of care use in accord with
the terms set out therein (the "Development Agreement").


<PAGE>


         2.       DEFINITIONS

         (a) "Promotional  Package," as used in this Agreement,  means a package
consisting of a Strategic  Alliance  ("Fee Per Scan")  Leasing  Contract for the
Hologic QDR product and an Osteomark(R) Laboratory Certificate,  as described in
Attachment A which is attached hereto and incorporated herein.

         (b)  "QDR  Component"  as  used in this  Agreement,  means a  Strategic
Alliance ("Fee Per Scan") Leasing Contract for the Hologic QDR product specified
in Attachment A hereto.

         (c) "Osteomark(R) Laboratory Test" as used in this Agreement,  means an
immunoassay to determine levels of the NTx epitope collagen metabolite resulting
from  bone  resorption  ("NTx  Assay"),  as  marketed  and  sold by  Ostex  in a
microtiter format to centralized laboratories ("Osteomark(R) Laboratory Test").

         (d)  "Osteomark(R)  Laboratory  Certificate" as used in this Agreement,
means a  certificate  redeemable  for  performance  of a number of  Osteomark(R)
Laboratory Tests, as described in Attachment A hereto.

         (e)      "Territory," as used in this Agreement means the United States
 of America.

         (f) "First  Commercial Sale" means the first Sale of a NTx Meter System
pursuant to the  Development  Agreement for value in an arms length  transaction
with an independent third party following approval for sale by the United States
Food and Drug Administration of the NTx Meter System.

         (g)  "Confidential   Information"   means  (a)  any  and  all  normally
non-public  information  communicated or disclosed by one party ("Discloser") to
the other party  ("Recipient")  describing or relating to the Disclosing Party's
business and marketing plans and strategies,  financial information, or customer
information,  and (b) any and all  information  communicated or disclosed by the
Discloser to Recipient describing or relating to the Disclosing Party's research
and development,  Know-How, inventions, trade secrets, technical data, formulae,
drawings,   designs,  software,   models,  samples,  kits,  processes,   product
development  data and information and other data and information  related to the
business of Discloser,  labeled or specified in writing as "Confidential" or the
equivalent,  or if orally disclosed,  labeled  "Confidential" or the equivalent,
and  reduced  to  writing  within  thirty  (30)  days of such  oral  disclosure;
provided,  however,  that  "Confidential  Information"  shall  not be  deemed to
include information which the Recipient can demonstrate by written proof: (i) is
now,  or  hereafter  becomes,  through  no fault  on the part of the  Recipient,
generally  known or  available;  (ii) is known by the  Recipient  at the time of
receiving such  information;  (iii) is furnished to others by Discloser  without
restriction  on  disclosure;  (iv) is hereafter  furnished to the Recipient by a
third party unrelated to Discloser,  as a matter of right and without any breach
of any duty of non-disclosure;  (v) is independently  developed by the Recipient
without use of or  reference  to any  Confidential  Information;  or (vi) is the
subject of express written permission to disclose provided by Discloser. Without
limiting the generality of the foregoing,  Confidential  Information may include
information developed during the course of this Agreement.


<PAGE>


         3.       MARKETING COMMITTEE AND OTHER JOINT ACTIVITIES

         (a)  Immediately  upon execution of this  Agreement,  the parties shall
form  a  marketing  committee   ("Marketing   Committee")  with  two  (2)  named
representatives each from Hologic and Ostex, to oversee and coordinate the joint
marketing,  promotional,  sales, and other activities  required or authorized by
this agreement. The Marketing Committee shall meet at least quarterly, and shall
attempt to operate by consensus, but failing consensus shall operate by majority
vote.  All tie votes  shall be finally  resolved by a  committee  chairman.  The
chairmanship  shall alternate  annually between  representatives of the parties.
One of Hologic's  representatives  shall serve as chairman during the first year
of this  Agreement,  one of  Ostex's  the second  year and so on. The  Marketing
Committee may delegate  certain of its functions to  subcommittees or individual
members.  Each  party  shall  each cause its  representatives  on the  Marketing
Committee  to attempt to work to promote the goals of this  Agreement,  and most
particularly  to advance  the  parties'  mutual  products  and  technologies  as
complementary  approaches  for  the  diagnosis,   management  and  treatment  of
osteoporosis (the "Goals").

         (b) Within  thirty (30) days after the  Effective  Date,  the Marketing
Committee  shall  prepare  a  written  plan for the  first  year  period of this
Agreement  under which the  parties  shall  undertake  specified  activities  to
jointly  promote  the Goals and to  support  sales of the  Promotional  Package,
together  with a proposed  annual  budget  therefor,  and an allocation of tasks
between the parties  ("Marketing  Plan").  At least sixty (60) days prior to the
end of the first year period of this Agreement, and each subsequent year period,
the Marketing  Committee shall prepare a follow-on  Marketing Plan to cover such
upcoming year. It is anticipated  that said Marketing Plan shall include but not
be limited to (i) development and  distribution of one or more joint  brochures,
and possibly other  materials,  (ii) a program of joint  advertising  and public
relations,  and (iii) a plan to promote  the Goals  with  opinion  leaders,  and
generally, in the medical and managed care communities.

XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX.

         (c) Within  sixty (60) days after the  Effective  Date,  the  Marketing
Committee shall also establish a plan and a budget under which the parties shall
collaborate to establish a database  supporting the Goals, with the pre-approved
costs thereof to be shared equally by the parties and which database the parties
anticipate shall be owned jointly by the parties.

         (d) Except as specified in Section 3(c) above,  the parties shall share
the costs of all joint activities  undertaken pursuant to the Marketing Plan (to
the  extent  approved  in  writing  in  advance  by  the  Marketing   Committee)
XXXXXXXXXXXXXXXXXXXXXXXX  Hologic.  The Marketing  Committee  shall establish an
appropriate  mechanism to implement  such cost  sharing,  under which each party
shall be responsible for payment of specific costs for specific joint activities
and shall  report  such costs to the other  party on a periodic  basis,  and the
parties shall  reconcile and remit amounts  payable to each other on a quarterly
basis,  or on such other basis as the  Marketing  Committee may  determine.  The
parties  specifically  acknowledge  that this cost  sharing  arrangement  is not
intended to apply to either party's individual marketing efforts relating to its
own  products,  or to limit (or  expand)  either  party's  rights to promote its
technology  or its  approach  to the  diagnosis,  management  and  treatment  of

<PAGE>

osteoporosis.  For the purposes of this  paragraph,  costs to be shared  exclude
employee  compensation,  fringe  benefits and  division or  corporate  overhead.
Sharable  costs include but are not limited to agency fees relating to designing
and  printing  literature,  payment to public  relations  firms,  and  spokesman
honoraria.

         4.       APPOINTMENT.

         Hologic  hereby  appoints  Ostex  and  Ostex  hereby  agrees  to act as
Hologic's non-exclusive sales representative in the Territory for the purpose of
promoting, and soliciting orders for, the Promotional Package for the account of
Hologic at such prices and upon such terms and conditions as may be from time to
time specified by Hologic.  Except as provided herein, Ostex shall have no other
right to promote or solicit orders for the Promotional  Package for installation
outside of the Territory, or for any other Hologic product.

         5.       OBLIGATIONS OF OSTEX.

         Ostex shall:

         (a) Use  reasonable  efforts  to  promote  sales of and to  secure  and
present  to Hologic  orders for the  Promotional  Package in the  Territory,  in
accord with the directions of the Marketing  Committee  described  below.  It is
anticipated  that  Ostex will  inform and assign all of its sales  people in the
Territory  to  represent  the  Promotional  Package,  will  provide  appropriate
training in conjunction  with Hologic,  will use its usual marketing  efforts to
promote the  Promotional  Package,  and will inform and involve  Hologic's sales
force as reasonably necessary and appropriate to obtain such orders.

         (b)      Meet the performance goals set out in Exhibit B hereto.

         (c)  Provide to the  Marketing  Committee  on or before  the  fifteenth
calendar day of each calendar quarter,  a written Business Report containing (i)
a summary of marketing and  promotional  activities  related to the  Promotional
Package  undertaken  during the prior  quarter  (ii) an order  forecast  listing
prospective  customers,  products,  quantity,  and dollar volume of orders under
consideration, and indicating timing and probability of each prospect; and (iii)
an identification  of any actions required to obtain such orders.  The Marketing
Committee  will agree on a format and reporting  form for said  information  and
forward such to Ostex at least 30 days prior to the first reporting date.

         (d) Not incur any liability on behalf of Hologic, nor in any way pledge
or purport to pledge  Hologic's  credit;  nor  describe or hold itself out as an
employee of Hologic,  nor  describe  itself other than as a  representative  for
Hologic for the  performance  of functions  specified  in, and pursuant to, this
Agreement;  nor make any claims,  warranties or representations  with respect to
the QDR Component except as previously approved in writing by Hologic; and


<PAGE>

         (e) Not advertise the  Promotional  Packages or distribute  any printed
matter referring to the Promotional  Package or to the QDR Component without the
Marketing  Committee's  specific prior approval in writing.  All  advertising by
Ostex shall be without  recourse to Hologic for any expense incurred unless such
expense  shall have been  specifically  authorized  in writing by the  Marketing
Committee.

         6.       OBLIGATIONS OF HOLOGIC.

         Hologic shall:

         (a) Be  solely  responsible  for the  actual  sales of the  Promotional
Package, as well as all installation,  in-service application customer training,
support,  warranty, and after-warranty service of all units of the QDR Component
ordered by reason of this Agreement. Hologic reserves the right, in its absolute
and  sole  discretion,  at any  time  and from  time to  time,  to  decline  the
acceptance of any order  transmitted to it by Ostex or through Ostex's  efforts.
All credit  appraisal of potential  customers,  risk of credit  extended to such
customers and collections  pursuant to such credit  extensions shall be the sole
responsibility of Hologic. In no event shall Ostex accept any order or otherwise
attempt  to bind  Hologic  for the  sale of any  Promotional  Package(s)  unless
specifically  asked by Hologic,  in writing,  to do so. All  remittances  by the
customer  shall be made directly to the order of Hologic and  transmitted by the
customer directly to Hologic.

         (b)  Provide to the  Marketing  Committee  on or before  the  fifteenth
calendar day of each calendar quarter,  a written Business Report containing (i)
a summary of marketing and  promotional  activities  related to the  Promotional
Package  undertaken  during the prior  quarter  (ii) an order  forecast  listing
prospective  customers,  products,  quantity,  and dollar volume of orders under
consideration, and indicating timing and probability of each prospect; and (iii)
an identification of any actions required to obtain such orders.

         (c) Upon request,  provide  reasonable  training to Ostex's sales force
respecting the QDR Component and the Promotional  Package,  and participate with
Ostex in training for Ostex's sales force  respecting  the Goals.  Hologic shall
also invite and permit Ostex to provide reasonable similar training to Hologic's
sales force respecting the Osteomark(R) Laboratory Test and the Goals.

         (d) Upon  request,  provide  reasonable  sales and  account  support to
Ostex's sales force as  appropriate to promote the  Promotional  Package and the
Goals,  and to obtain  orders  therefor.  Said sales and account  support  shall
include but not be limited to maintenance of one or more telephone help lines to
answer Ostex sales questions about the QDR Component,  development with Ostex of
appropriate  instructional  handouts,  proforma  financial  statements and other
promotional materials,  and direct assistance with any slow-moving sales; all as
agreed by the parties through the Marketing Committee.


<PAGE>

         (e) Reserve the right, in its absolute and sole discretion, at any time
and from time to time to recommend to the Marketing  Committee,  to discontinue,
modify,  alter or improve the Promotional  Package,  always providing Ostex with
reasonable notice thereof.

         (f) Notify Ostex of current prices  relating to  Promotional  Packages,
and any  changes  in the  prices  therefor.  At no time  shall  the title to any
Promotional  Packages be transferred to or vested in Ostex,  but shall remain in
Hologic at all times until transferred to a customer.

         7.       COMMISSIONS.

         (a) Hologic shall pay to Ostex, in full  compensation  for its services
performed pursuant hereto, the commissions  provided for in Attachment B hereto.
Commissions  shall be  payable  upon  Hologic  receipt of the  associated  lease
installment  or price due.  Payment  shall be made on or before the forty  fifth
(45th) day  following the end of the first three month period of the term of the
Fee Per Scan Lease Contract described in Exhibit A hereto.

         8.       INDEPENDENT CONTRACTOR - EXPENSES.

         (a)  Each  party  is  engaged  in  business  as  an  independent  sales
representative,  and the parties  acknowledge  and agree that each party, in the
performance of its duties and obligations  pursuant to this Agreement,  shall be
acting as an independent contractor and not as an employee of the other.

         (b) Except as otherwise  specifically provided in this Agreement,  each
party  shall bear all  expenses  incurred by it in acting  hereunder,  including
(without  limiting  the  generality  of  the  foregoing)  all  office  expenses,
traveling and entertainment expenses, postage and salaries of salesmen and other
personnel, as well as all advertising and promotional expenses.

         9.       TERM AND TERMINATION.

         (a) This  Agreement  shall be effective as of the date hereof and shall
extend for a period extending until First Commercial Sale of an Ntx Meter System
pursuant to the Joint Development,  License and Supply Agreement  simultaneously
entered  into  between the  parties.  The parties may extend this  Agreement  by
mutual  consent  in  writing  at any  time  prior  to its  expiration,  and will
negotiate  in good  faith to extend  this  co-promotion  effort to cover the NTx
Meter Test which is the subject of the associated Development Agreement.

         (b)  Either  party  may  terminate  this  Agreement,  entirely  in  its
discretion and without liability  therefor,  by giving to the other party ninety
(90)  days  advance  written  notice,  or  upon  written  notice  if  the  Joint
Development, License, and Supply Agreement is terminated for any reason.


<PAGE>

         (c) Either party may terminate this Agreement for material  defaults of
the other party,  effective  thirty (30) days  following  written  notice to the
defaulting  party,  unless within said thirty (30) days, the party receiving the
notice remedies the default.

         (d) Hologic may terminate this Agreement,  effective on sixty (60) days
notice  (and  opportunity  to cure),  in the event that Ostex has not  presented
orders for an average of three (3)  Promotional  Packages  (or QDR  Systems) per
month during each month of the Agreement, beginning after the first three months
thereof.

         (e)  Notwithstanding  the  foregoing,  either party may terminate  this
Agreement upon notice, effective immediately,  in the event of the bankruptcy or
insolvency  of the other party,  or if the other party enters into a composition
with its creditors.

         (f) In the event of the termination of this Agreement by Hologic, Ostex
shall be entitled to receive  commissions for  Promotional  Packages sold within
thirty (30) days following the termination of this Agreement.

         (g) Upon  termination  of this  Agreement,  each party  shall  promptly
return all technical  information  and literature  relating to the other party's
component of the Promotional Packages, including price lists, samples, documents
and papers.

         (h) At any time  following  ninety (90) days after the Effective  Date,
either  party may notify the other that this  Agreement  is not  fulfilling  the
notifying  party's  business  goals,  and ask that this Agreement be modified to
meet these goals.  In this case,  the parties  shall meet and  negotiate in good
faith to modify this agreement appropriately. At this time the parties may agree
to convert this  Agreement  to provide  that Ostex will provide lead  generation
services  rather  than  act as a sales  representative  providing  orders,  with
appropriate adjustments to fees and the program as a whole.

         10.      WARRANTIES AND LIABILITIES; INDEMNITY

         (a) Except as expressly  set forth in each  party's  warranty and sales
literature   accompanying  its  component  of  the  Promotional   Packages  (and
accordingly  subject to all conditions and limitations set forth therein),  EACH
PARTY  MAKES,  AND THE OTHER PARTY AND ITS  CUSTOMERS  RECEIVE,  NO  WARRANTIES,
EXPRESS  OR   IMPLIED,   INCLUDING   WITHOUT   LIMITATION   NO   WARRANTIES   OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR AGAINST INFRINGEMENT.

         (b) Ostex hereby agrees to indemnify,  defend and hold harmless Hologic
from  and  against  all  liability,   damages  or  loss  and  from  any  claims,
proceedings, suits, demands, recoveries or expenses arising out of, based on, or
allegedly caused by, or in connection with any product manufactured by Ostex and
distributed  pursuant to this Agreement (other than the QDR Product),  including

<PAGE>

but not limited to performance of an Ostex  Laboratory Test upon redemption of a
Osteomark(R) Laboratory Certificate ("Ostex Product"), or any product claim made
or allegedly made in connection therewith. This indemnity shall not apply to any
product  claim made by Hologic with respect to an Ostex Product , which claim is
not  contemporaneously  made by Ostex,  or approved in writing by the  Marketing
Committee or Ostex.

         (c) Hologic hereby agrees to indemnify,  defend and hold harmless Ostex
from  and  against  all  liability,   damages  or  loss  and  from  any  claims,
proceedings, suits, demands, recoveries or expenses arising out of, based on, or
allegedly  caused by, or in connection with any product  manufactured by Hologic
and  distributed  pursuant  to this  Agreement  (other  than an Ostex  Product),
including but not limited to the QDR  Component  and Hologic's  line of QDR bone
densitometers  ("Hologic Product"),  or any product claim made or allegedly made
in connection  therewith.  This  indemnity  shall not apply to any product claim
made by  Ostex  with  respect  to an  Hologic  Product  ,  which  claim  was not
contemporaneously  made by  Hologic,  or  approved  in writing by the  Marketing
Committee or Hologic.  Hologic further indemnifies and holds Ostex harmless from
any  third-party  claims arising from or relating to any financial  default by a
customer of a Hologic Product.

         11.      LIMITATION OF LIABILITY.

         IN NO EVENT  SHALL  EITHER  PARTY BE LIABLE  TO THE OTHER  PARTY OR THE
OTHER   PARTY'S   DIRECTORS,   OFFICERS,    CONSULTANTS,    EMPLOYEES,   AGENTS,
REPRESENTATIVES OR CUSTOMERS FOR ANY INDIRECT,  SPECIAL OR CONSEQUENTIAL  LOSSES
OR DAMAGES, IRRESPECTIVE OF THE CAUSE THEREOF.

         12.      DEFENSE OF THIRD-PARTY CLAIMS AND INDEMNITY.

         (a) HOLOGIC DEFENSE OF THIRD-PARTY  CLAIMS AND INDEMNITY.  In the event
that any claim,  suit,  or other legal  proceeding  is  threatened  or commenced
against Ostex that is founded,  in whole or in part,  on an allegation  that the
Hologic Product infringes any trade secret,  patent, or copyright belonging to a
third  party,  Ostex  will give  Hologic  prompt  written  notice of such  legal
proceeding  and Hologic  may elect to assume  sole  control of the defense to or
settlement  of such  dispute.  Ostex shall  cooperate  fully with Hologic in any
defense,  settlement or compromise  made by Hologic.  Ostex shall not enter into
any settlement  agreement or other voluntary resolution of any such claim, suit,
or other legal  proceeding  without  obtaining  Hologic's  prior written consent
thereto.  If Ostex has  complied  fully  with the  procedures  set forth in this
Section 12,  Hologic will indemnify and hold Ostex harmless from and against any
loss,  cost,  damage,  or other  expenses  incurred by Ostex as a result of such
claim, suit or legal proceeding.  This  indemnification  provision shall be null
and void and  Hologic  shall have no  liability  to the extent that any claim is
based on any use of the Ostex Product,  or if Ostex or WRF, or their  Affiliates
have any interest in the claim, suit or other legal  proceeding,  or any license
to any right so asserted.


<PAGE>

         (b) OSTEX DEFENSE OF  THIRD-PARTY  CLAIMS AND  INDEMNITY.  In the event
that any claim,  suit,  or other legal  proceeding  is  threatened  or commenced
against Hologic that is founded,  in whole or in part, on an allegation that the
Ostex Product infringes any trade secret,  patent,  or copyright  belonging to a
third  party,  Hologic  will give  Ostex  prompt  written  notice of such  legal
proceeding  and Ostex may elect to assume  sole  control  of the  defense  to or
settlement of such  dispute.  Hologic  shall  cooperate  fully with Ostex in any
defense,  settlement or compromise  made by Ostex.  Hologic shall not enter into
any settlement  agreement or other voluntary resolution of any such claim, suit,
or other legal  proceeding  without  obtaining  Ostex's  prior  written  consent
thereto.  If Hologic has complied  fully with the  procedures  set forth in this
Section 12, Ostex will indemnify and hold Hologic  harmless from and against any
loss, cost,  damage,  or other expenses  incurred by Hologic as a result of such
claim,  suit or legal  proceeding.  If a final  injunction  is obtained  against
Hologic's  use of the Ostex  Product,  or if in the  opinion  of Ostex the Ostex
Product is likely to become the subject of a successful  claim of  infringement,
Ostex may,  at its option and  expense,  (i)  procure  for  Hologic the right to
continue distributing and/or using the Ostex Product, (ii) replace or modify the
Ostex Product so that it becomes non-infringing, or (iii) if neither (i) or (ii)
are reasonably  available,  accept return of the Ostex Product held in inventory
by Hologic and those  laboratories  which have entered into agreements to accept
Osteomark(R)  Laboratory  Certificates,  and terminate  this  Agreement  without
further obligation or liability.  This  indemnification  provision shall be null
and void and Ostex shall have no liability to the extent that any claim is based
on any use of the Hologic  Product,  or if Hologic,  or its Affiliates  have any
interest  in the claim,  suit or other legal  proceeding,  or any license to any
right so asserted.

         13.      NON ASSIGNMENT.

                  This Agreement  shall be binding upon and inure to the benefit
of the parties hereto and their respective successors and assigns; provided that
any assignment or transfer of this Agreement or any of the rights or obligations
hereunder by either party without the written consent of the other shall be void
and of no effect. Such written consent shall not be unreasonably withheld.

         14.      CONFIDENTIALITY PROVISIONS.

         (a) Recipient  shall not at any time,  during and for a period of three
(3) years  following the  termination of this  Agreement,  disclose or otherwise
make known or available to any person, firm, corporation,  or other entity other
than  Discloser  any  Confidential  Information  received  from the other  party
without the express prior written  consent of that other party.  With respect to
Confidential  Information  developed  under  this  Agreement  and  which  is not
Confidential  Information  of one party only,  neither  party shall  disclose or
otherwise make such  Confidential  Information known or available to any person,
firm, corporation,  or other entity without the express prior written consent of
the other party,  not to be  unreasonably  withheld or delayed.  Recipient shall

<PAGE>

utilize reasonable procedures to safeguard Confidential  Information,  including
releasing  Confidential  Information  only to its  employees on a "need to know"
basis.  Nothing  in this  Agreement  shall  prevent  Recipient  from  disclosing
Confidential Information to government agencies for regulatory purposes.

         (b) Recipient  shall not make any use,  directly or indirectly,  of any
Confidential  Information  of the other party except in the  ordinary  course of
business  pursuant to this Agreement or any other  specific,  written  agreement
entered into between Ostex and Hologic.

         (c) The parties  acknowledge  that: (a) the covenants set forth in this
Section 14 are essential to the activities  contemplated by this Agreement;  (b)
but for the agreement of each party to comply with such covenants, neither party
would have entered into such  activities;  (c) each party has consulted  with or
has had the  opportunity  to consult  with  counsel and has been  advised in all
respects  concerning the  reasonableness of such covenants as to time and scope;
(d) Discloser may have no adequate remedy at law if Recipient  violates or fails
to perform  under this Section 14; and (e)  Discloser  shall have the right,  in
addition  to any other  rights it may  have,  to seek from a court of  competent
jurisdiction  preliminary and permanent injunctive relief to restrain any breach
or  threatened   breach  or  otherwise  to  specifically   enforce   Recipient's
obligations  under this Section 14 if Recipient  fails to perform in  accordance
herewith.

         15.      NOTICES.

         Any notice required or permitted to be given under this Agreement shall
be in  writing  and shall be  sufficiently  given  when  delivered  in person or
deposited in the United States mail  (registered or certified)  postage prepaid,
addressed as follows:

         If to Hologic, addressed to:
         HOLOGIC, Inc.
         590 Lincoln Street
         Waltham, MA  02154 (USA)

         Attention         Mark Duerst, Vice-President - Sales & Marketing
         Copy to           Steven L. Nakashige, President and COO

         If to Ostex, addressed to:
         Ostex, International, Inc.
         2203 Airport Way South, Suite 400,
         Seattle, Washington 98134

         Attention:        Jeffrey J. Miller, Ph.D., Senior Vice President,
                           Corporate Development
         Copy to:          Robert Glaser, President and COO

or to such other  addresses as may be  specified  from time to time in a written
notice given by such party.  Both parties  agree to  acknowledge  receipt of any
notice delivered in person.


<PAGE>


         16.      TRADEMARKS AND TRADE NAMES.

         (a) No provision of this Agreement shall be interpreted or construed as
conferring upon any party any right to use in labeling, advertising,  marketing,
publicizing or otherwise  promoting the  Promotional  Package,  any name,  trade
name, trademark, or other designation (or derivation thereof) of any other party
hereto or WRF or the University of Washington, respectively, except as expressly
provided under this Section 16.

         (b) Hologic  shall  incorporate  into the  packaging  of each and every
Osteomark(R) Laboratory Certificate marketed, promoted, sold, and/or distributed
under this  Agreement,  and in addition to its own  trademarks  and names,  such
Ostex trademarks or statements as Ostex shall reasonably  request.  Ostex hereby
grants Hologic a non-transferable,  non-exclusive  license,  concurrent with the
term of this Agreement,  to use such statement and/or trademark  accordingly and
in substantially the same manner as used by Ostex; provided,  however, that each
such use of such statement  and/or  trademark be accompanied by a printed notice
identifying Ostex as the owner thereof. Hologic furthermore shall have the right
to display its own name, trade names,  and/or trademarks.  Hologic shall not use
any Ostex trademark with respect to products not covered by this Agreement.

         (c) Ostex and Hologic shall each be responsible  for the  registration,
maintenance  and  enforcement  of  their  respective  names,  trade  names,  and
trademarks;  provided,  however,  that  each  party  shall  aid the other in the
enforcement of that party's  rights by monitoring  for, and notifying said party
of, any  unauthorized  use of any of said party's  trademarks.  Each party shall
from  time  to  time,   and  in  any  event  upon  the  issuance  of  additional
registrations,  modify its use of  trademarks  to  incorporate  proper notice of
registration  and other claims of right, in accordance with the laws and customs
of the various countries in which it operates pursuant to this Agreement.

         (d) Ostex  represents and warrants,  as of the date of this  Agreement,
that:  (a)  Ostex  is  the  owner  and  registrant  of  the  trademarks   issued
registrations  as  indicated  by Exhibit C; (b) Ostex is named as  applicant  in
those applications indicated by Exhibit C as pending; and (c) to the best of its
knowledge,  none of the Ostex  trademarks  infringes upon the  trademark,  trade
name, or other proprietary rights of an third party.

         (e) Ostex acknowledges that Hologic is the sole owner of the trademarks
and  trade  names  which  designate  and  identify  the  QDR  Component  of  the
Promotional Package and business (the "Marks").

         (f) Ostex  agrees that it may only use those Marks which  identify  the
Promotional  Packages  it is  authorized  to sell and then only to  further  the
promotion and sale of the Promotional  Packages such Marks  identify.  Ostex may
only use such Marks in their  standard  form and style as they  appear  upon the

<PAGE>

Promotional Packages or as instructed in writing by Hologic. No other letter(s),
word(s), design(s), symbol(s), or other matter of any kind shall be superimposed
upon,  associated  with or shown in such proximity to the Marks so as to tend to
alter or dilute them.

         (g) In all  advertisement,  sales and  promotional  literature or other
printed matter in which any of such Marks appear,  Ostex must identify itself by
full name and address  and state its  relationship  to Hologic.  Every such Mark
used or displayed by Ostex must be identified  as a Mark owned by Hologic,  in a
form and manner  approved by Hologic.  Each party shall have the right to review
and approve any  promotional  literature or other  printed  matter in which such
party's trademarks appear.

         (h)  Upon  expiration  or in the  event  of  any  termination  of  this
Agreement,  each party shall promptly discontinue every use of the trademarks or
any other confusingly similar word or symbol of the other.

         (i) No public  announcements or similar  publicity with respect to this
Agreement  shall be made by either party without the other party's prior written
approval and neither party may make any announcements regarding any of the other
party's  products  without the prior  written  consent of the other party.  Such
prior  written  approval and prior  written  consent  shall not be  unreasonably
withheld.  Nothing in this Section  16(i),  however,  shall prevent either party
from making such public announcements as such party's legal obligations require.
In such event,  the party who is required to make the public  announcement  will
allow the other  party to review  the  announcement  sufficiently  in advance in
order to provide suggestions on the form and substance of the announcement.

         17.      MISCELLANEOUS.

         (a) Section  headings as to the contents of particular  paragraphs  are
for  convenience  only  and  are in no way  to be  construed  as  part  of  this
Agreement,  or as a limitation of the scope of the particular paragraph to which
they refer.

         (b) Any waiver by either party of any provision of this Agreement shall
not be  construed  or  deemed  to be a waiver  of any  other  provision  of this
Agreement nor a waiver of a subsequent breach of the same provision.

         (c) This Agreement, in conjunction with the Joint Development,  License
and Supply Agreement, constitutes the entire understanding and agreement between
the parties and supersedes all prior negotiations, understandings and agreements
between  Hologic  and Ostex.  There are no  understandings,  representations  or
warranties of any kind, express or implied,  oral or written,  not expressly set
forth  herein or in the Joint  Development,  License  and Supply  Agreement.  No
amendment or  modification  of any provision of this Agreement shall be valid or
of any  force  or  effect,  unless  made by  written  instrument  signed  by the
respective duly authorized  representatives of Hologic and Ostex, specifying the
exact nature of such amendment or modification.


<PAGE>

         (d) All claims or  controversies  asserted by Ostex against  Hologic or
Serex  shall  be  construed  and  enforced  in  accordance  with the laws of the
Commonwealth  of  Massachusetts.  Any judicial  action by Ostex  relating to the
relationship between the parties pursuant to this Agreement,  or goods purchased
or licensed  hereunder  (together with any counterclaims  asserted by Hologic or
Serex),  shall be brought  and tried in the State or Federal  Courts  located in
Massachusetts.  All claims or controversies asserted by Hologic against Ostex or
WRF shall be construed and enforced in accordance  with the laws of the State of
Washington.  Any judicial action by Hologic relating to the relationship between
the parties pursuant to this Agreement, or goods purchased or licensed hereunder
(together with any counterclaims asserted by Ostex or WRF), shall be brought and
tried in the State or Federal Courts located in the State of Washington.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
as of the day and  year  first  above  written  by their  respective  authorized
officials.

                                                     OSTEX INTERNATIONAL, INC.

                                           By       /S/ JEFFREY J. MILLER PH.D.
                                                    Jeffrey J. Miller, Ph.D.,
                                                    Senior Vice President,
                                                    Corporate Development

                                  HOLOGIC, INC.

                                           By       /S/ S. DAVID ELENBOGEN

                                                    S. David Ellenbogen
                                                    Chairman and CEO


<PAGE>


                                    EXHIBIT A

                         PROMOTIONAL PACKAGE DESCRIPTION

QDR 4500C  System  Strategic  Alliance  ("Fee Per  Scan")  Leasing  Contract  as
described  in the  attached  Attachment  A-1.  (No  modifications  to this lease
contract can be accepted.)

Osteomark(R)  Laboratory  Certificate,  comprising a certificate for a specified
number of free tests at a specified  laboratory or laboratories ( to be mutually
agreed by Hologic and Ostex) XXXXX XXXXXXXXXXXXX.


<PAGE>



           Attachment A-1

-16-

HOLOGIC STRATEGIC ALLIANCE PROGRAM
EXHIBIT A-1

LEASING CONTRACT

Owner:   Hologic, Inc.                      Customer (Name): __________________
         590 Lincoln Street                 Street Address: ________________
         Waltham, MA 02154          City/State/Zip: ______________________
         (617) 890-2300                     Phone: ______________________

                         Contact: ______________________

________ QDRAE 4500C        Hologic QDR "ACCLAIM' Series" Bone Densitometer
________ QDR-1000plus      Hologic QDR Bone Densitometer
Tax Exempt# ______         Customer P.O. #__________________  Date: ____________

<TABLE>
<CAPTION>


STRATEGIC ALLIANCE PROGRAM SUMMARY
<S>      <C>                                <C>                                 <C>

Line     Definitions                        QDR 4500C                           QDR-1000plus
1.       Usage Fee:                         $50 per study                       $50 per study
2.       Trial period (no minimums):        Six months                          Six months
3.       Deposit (credited against usage):  $5,000                              $3,000
4.       Deferred Billing                   Credit for first 100 scans          Credit for first 60 scans
5.       Minimums after six months: 30 scans per month                          25 scans per month
6.       Minimums after 12 months:  35 scans per month                          30 scans per month
7.       Conversion to own:                 Anytime                             Anytime
8.       Conversion to lease:               Anytime                             Anytime
9.       Upgrade options:                   Available to any ACCLAIM            Available to any ACCLAIM

</TABLE>

Customer Acceptance                                     Hologic, Inc. Acceptance
Customer:         _____________________ Signature: _____________________________
Signature:        __________________    Name/Title: ____________________________
Name/Title:       __________________     Date: _____________________________

Date:             _____________________________

Equipment Location:

The equipment is to be delivered and installed at the following location:

Address:          _____________________________
City:             _____________________________
State             _____________________________
Zip               _____________________________

Installation Contact Person/phone:  __________________________________________

--------------------------------------------------------------------------------


<PAGE>

HOLOGIC, INC.

590 Lincoln Street, Waltham, MA 02154
Tel: 617.890.2300

Fax: 617.890.0008

TERMS AND CONDITIONS

1. Lease of Equipment.  Upon  execution of this Equipment  Lease  Agreement (the
"Agreement"),  Customer  agrees to lease  from  Hologic,  Inc.  ("Hologic")  the
equipment set forth above (the "Equipment"), subject to the terms and conditions
set forth in this  Agreement,  for a term  commencing  upon  installation of the
Equipment and, unless such lease (the "Lease") is sooner  terminated as provided
herein, terminating sixty (60) months from the date of installation.

2. Deposit.  In consideration of Hologic entering into this Agreement,  Customer
has paid to Hologic a  non-refundable  deposit plus  applicable  taxes,  if any.
During the first six months of this Agreement ('Trial Period"),  this deposit is
creditable  against the Patient Studies performed by the Customer (the first 100
scans for a QDR 4500C and 60 scans for a QDR-1000plus).

3. Lease  Payments.  Subject to the credits granted in Section 2, Customer shall
pay    Hologic    as   Lease    payments    hereunder,    an   amount    xxxxxxx
xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx      xxxxxxxxxxxxx
using a bone  densitometer  plus taxes and, to the extent  applic- ble,  service
fees and other charges as provided herein. A "Patient Study" means a sequence of
one or more  scans  performed  on a patient on the  Equipment  or any other bone
densitometer  owned,  leased or operated  by Customer or any of its  affiliates.
Technically unacceptable scans may be credited if Customer provides Hologic with
copies of such studies on diskette  accompanied  by a brief  description  of the
nature of the deficiency.

Customer  agrees to provide to Hologic,  not later than the eighth  (8th) day of
each month, a copy of the count report, produced by the software included within
each  system,  of the Patient  Studies  performed  by the  Equipment  during the
preceding  month and a count report of the number of any other  Patient  Studies
performed         during        the         preceding         month.         xxx
xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx
xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx          xxxxxxxxxxxx
(payments received by Hologic after the thirtieth (30th) day of the month).

In the first 12 months,  the lease payments due are based on the assumption that
the Customer will perform at least the Minimum Monthly Scans (30 Patient Studies
per   month   for   a   QDR   4500C   and   25   for   a    QDR-1000plus)    for
xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx
xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx
xxxxxxxxxxxxxxxxxxxxxx.  The  Monthly  Minimum  will be waived for the first six
months.  After 12 months,  the lease  payments due are based upon the assumption
that Customer will perform at least (I) for a QDR 4500C-35  Patient  Studies per
month       (the       "Minimum        Monthly       Scans")        xxxxxxxxxxxx
xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx
xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx   per  month   (the
"Minimum           Monthly           Scans")            xxxxxxxxxxxxxxxxxxxxxxxx
xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx   "Monthly)  Minimum).   If
Customer has not  conducted the Minimum  Monthly  scans in any month,  beginning
after  the  first  six  months  of usage  (the  "Trial  Period"),  Customer  may
nevertheless elect to pay the Monthly Minimum.  If Customer (a) has not paid the
Monthly  Minimum  commencing  with the  seventh  full  month  after  the date of
installation,  or (b) fails to perform any of it obligations  hereunder and such
failure  shall  continue for ten days after  written  notice,  it is agreed that
Hologic shall be entitled  without  notice to Customer and with or without legal
process,  take immediate  poss- session of such Equipment  without  liability to
Hologic by reason of such entry or taking possession, and terminate the Lease.

4. Conversion of Agreement. At any time, Customer may convert this Lease into an
Operating  Lease or a Full Payout Lease,  provided that Customer is then in full
compliance with the terms and conditions  hereof.  This right of conversion only
applies to Hologic  administered or authorized  lease programs.  If the Customer
converts to one of the following  lease options within the first six months from
the date of  installation,  Hologic  will  defer the  commencement  of  payments
required under the Lease for 90

PERSONAL GUARANTY

In order  to  induce  Hologic  to enter  into  this  Lease  with  Customer,  the
undersigned,  jointly and severally,  hereby  irrevocably  and  unconditionally,
guaranty without  deduction or diminution by reason of counterclaim,  offset, or
defense, the prompt and complete payment under, whenever due, and performance of
this Lease to  Hologic  or its  assigns,  including  any and all  modifications,
additions,  supplements and amendments thereof, as will as all of Customer other
leases with  Hologic that have  commencement  dates not later than ten (10) days
after Hologic  receives  written notice from the undersigned of their desire not
to guaranty any additional  leases.  The  undersigned  warrant and guaranty that
this Lease has been properly executed by Customer, and agree. that this guaranty
shall  be  of  full  force  and  effect   irrespective   of  any  invalidity  or
unenforceability  of the  Lease or any  provisions  thereof,  or the  existence,
validity or value of any  security.  The  undersigned  hereby waive  presentment
notice  of  acceptance  hereof,  all  notices  of any  kind to  which  we may be
entitled,  and all defenses of guarantor or surety. The undersigned consent that
from time to time, without notice to or further consent from the undersigned and
without releasing or affecting the undersigned's liability thereunder,  the time
for payment or  performance  under this lease may be extended or  accelerated in
whole or part, any security therefore may be exchanged, released, enforced sold,
leased or otherwise  dealt with, the provision of any documents may be canceled,
modified or waived, any other guarantors may be released, and any indulgence may
be granted to Customer,  as Hologic may in its sole  discretion  determine.  The
obligation  and  liability  of  each  undersigned  is  direct,   continuing  and
unconditional,  shall not be diminished or affected whether or not the Equipment
is repossessed, and Hologic shall not be required to proceed against Customer or
resort to any other right or remedy before  proceeding  against the  undersigned
under this guaranty.  No payment by the  undersigned,  except payment in full of
all liabilities  hereunder shall entitle the undersigned to be subrogated to any
of the rights or remedies of Hologic under this Lease.  The undersigned  warrant
they have read this  Lease  and  hereby  waive any and all  rights to a trial by
jury, and agree to the venue and jurisdiction  contained therein, and agree that
only full payment and  performance of the Lease can discharge the  undersigned's
liability.  This guaranty shall be binding upon the  undersigned  and the heirs,
representatives,  successors and assigns of the undersigned, in favor of Hologic
and Lessor's  successors  and assigns.  This  guaranty  cannot be  terminated or
changed  orally and no  provision  hereof may be  modified  or waived  except in
;writing.

x________________________________
(GUARANTOR'S SIGNATURE) AN INDIVIDUAL

-----------------------
DATE

X________________________________
(GUARANTOR'S SIGNATURE) AN INDIVIDUAL

-----------------------
DATE

HOLOGIC, INC.

590 Lincoln Street, Waltham, MA 02154
Tel: 617.890.2300

Fax: 617.890.0008
days.


<PAGE>

An  "Operating  Lease  means a fixed rent lease with 60 monthly  payments in the
fixed   amount   of   the   initial    Monthly    Minimum    xxxxxxxxxxxxxxxxxxx
xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx,  beginning on the date of conversion, with an
option for  Customer  to acquire the  Equipment  at the end of such term for its
fair market value, as determined by Hologic.

A "Full Payout Lease" means a new lease whereby  Customer would finance a deemed
unamortized  contract  price for the  Equipment  plus the residual  value of the
Equipment,  as determined by Hologic based upon Hologic's  amortization schedule
for this  Agreement,  over a five (5) year term at then current  interest rates,
with        an        option        for        Customer        to        acquire
xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx.      During     the     first     12
xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx
xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx
xxxxxxxxxxxxxxxxxxxxxx

In connection with any such  conversion,  Hologic may require  Customer to enter
into a new lease with standard terms and conditions.  Conversion of the Lease is
conditioned upon a then current approval of Customer by Hologic.

5.  Purchase  Option.  At any time,  during the first 12 months from the date of
installation,  Customer  shall have the right,  upon written  notice to Hologic,
xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx
xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx
xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxhave    the   right,   upon
written  notice to Hologic,  to purchase the Equipment at a purchase price equal
to the sum of (a) the  present  value of the total  lease  payments to be due to
Hologic over the term of this  Agreement,  assuming  that Customer had converted
the  Agreement  into an  Operating  Lease,  plus  (b) the  present  value of the
estimated  residual  value of the  Equipment  at the end of the five year  lease
term. The present value of the lease payments,  the estimated residual value and
the present  value of such  residual  value shall be determined by Hologic based
upon its  amortization  schedule  for this  Agreement.  Customer  shall have the
further right,  at the end of the term of the Agreement,  upon written notice to
Hologic,  to purchase the Equipment at its fair market  value,  as determined by
Hologic.

6.   Training.  Hologic shall be responsible for the initial installation of the
Equipment at Customer's premises and for training Customer's designated

equipment operator in use of the Equipment.

7. Equipment  Service and Maintenance.  Subject to Section 8, costs and expenses
relating to service and maintenance of the Equipment will be the  responsibility
of Hologic,  provided that Customer has not defaulted on any of its  obligations
under this Agreement. Following the conversion of this Agreement to an Operating
Lease, a Full Payout Lease or purchase,  all costs and expenses  associated with
equipment  service and maintenance shall be the  responsibility  of Customer.  A
full year of equipment  service and maintenance  will be provided free of charge
from the date of conversion to a lease or purchase,  for all conversions  within
six months of the date of installation.

8. Use and Alteration. Customer shall use the Equipment solely in the conduct of
its business,  in the manner and for the use  contemplated  by the  manufacturer
thereof,  and in  compliance  with all  laws,  rules  and  regulations  of every
governmental  authority  having  jurisdiction  over the  Equipment  and with the
provisions of all policies of insurance  carried by Customer.  Customer will not
make any  alterations  or additions to the Equipment or move the Equipment  from
the installation site. During the term of the Lease,  Customer shall be entirely
responsible for daily maintenance and cleaning of the Equipment and for any loss
or damage to the Equipment except for ordinary wear and tear. Customer agrees to
cause the Equipment to be operated in accordance with all manufacturer's manuals
or instruc-  dons.  While the  Equipment is in Customer's  possession,  Customer
shall  bear the  entire  risk of  loss,  theft,  destruction  or  damage  to the
Equipment.  Upon Hologic's request,  Customer will permit Hologic to have access
to the  Equipment  at all  reasonable  times for the purpose of  inspection  and
examination.

9. Customer Representations.  Customer hereby represents, warrants and covenants
that with respect to this Agreement hereunder:  (a) The execution,  delivery and
performance  thereof by the Customer have been duly  authorized by all necessary
corporate  action;  (b) The individual  executing such was duly authorized to do
so; and (c) This Agreement  constitutes the legal, valid and binding obligations
of the Customer enforceable in accordance with their respective terms.

10. Events of Default.  Customer  shall be in default under @ Agreement upon the
happening of any of the following events or conditions (herein called "Events of
Default"):  (a)  Customer  shall find to make any payment due  hereunder  within
thirty (30) days after the same is due and payable;  (b) Customer  shall fail to
perform  any other  covenant  or  agreement  to be  performed  by it under  this
Agreement,  and such  failure  shall  continue  for ten (10) days after  written
notice  thereof  by  Hologic  to  Customer;  (c) any  representation,  warranty,
certification or statement made or furnished to Hologic herein, or in connection
herewith,  by or on behalf of Customer proves to have been false in any material
respect when made or furnished; or (d) Customer shall make an assignment for the
benefit of creditors, or bankruptcy, arrangement,  reorganization,  liquidation,
insolvency,  receivership  or dissolution  proceeding  shall be instituted by or
against Customer and shall be consented to or be pending and not dismissed for a
period of thirty (30) days.

11. Remedies of Hologic. Upon the occurrence of any Event of Default, and at any
time  thereafter so long as the same shall be continuing and shall not have been
remedied,  Hologic may, at its option,  declare this  Agreement to be in default
and, at any time thereafter, may exercise one or more of the following remedies,
as Hologic in its sole  discretion  shall  elect:  (a)  accelerate  and cause to
become  immediately due and payable all amounts payable hereunder and, including
if the  Agreement  has been  converted  to an  Operating  Lease or a Full Payout
Lease,  all payments due thereunder;  (b) terminate this Agreement as to any and
all Equipment  upon written notice to Customer,  without  prejudice to any other
remedies hereunder;  (c) enter upon the premises where any Equipment is located,
and,  without  notice  to  Customer  and with or  without  legal  process,  take
immediate possession of such Equipment without liability to Hologic by reason of
such  entry or  taking  possession,  and  without  such  action  constituting  a
termination of this Agreement  unless  Hologic  notifies  Customer in writing to
such effect; and (d) proceed by appropriate action either at law or in equity to
enforce performance by Customer of the applicable covenants of this Agreement or
to recover  damages for the breach  thereof.  Hologic  shall also be entitled to
recover as damages for the loss of the  bargain and not as a penalty,  an amount
equal to the sum of the following amounts: (i) all unpaid monthly payments owing
for the Equipment  through the last day of the month in which such  Equipment is
either  sold,  released or  otherwise  disposed  of, and (ii)  expenses  paid or
incurred by Hologic in connection with the repossession, attempted repossession,
holding,  repair  and  subsequent  sale,  release  or other  disposition  of any
Equipment, including commissions and attorneys' fees. None of Hologic's remedies
under this Agreement are intended to be exclusive,  but each shall be cumulative
and in addition to

HOLOGIC, INC.

590 Lincoln Street, Waltham, MA 02154
Tel: 617.890.2300 Fax: 617.890.0008

any other remedy referred to herein or otherwise available to Customer in law or
in  equity.  Customer  waives  any and all  rights to notice  and to a  judicial
hearing  with  respect to the  repossession  of the  equipment by Hologic in the
event of a default hereunder by Customer.

12.  Title. Tide to the Equipment leased to Customer pursuant to the
terms hereof is and will remain at all times vested in Hologic or its
designee, unless and until Customer exercises its option to purchase the
Equipment pursuant to Section 5.

13.  Assignment.  Without  Hologic's  prior written  consent,  Customer will not
assign any of Customer's  rights  hereunder or sublet or transfer the Equipment.
Hologic may, at any time, mortgage, grant a security interest in, transfer, sell
or assign this  Agreement or any  Equipment or any payments due or to become due
hereunder,  without notice to Lessee.  Customer  agrees that in the event of any
such assignment and written notice thereof to Customer, Customer will accept and
comply with the directions and demands of Hologic's assignee.  THE RIGHTS OF ANY
SUCH ASSIGNEE SHALL NOT BE SUBJECT TO ANY DEFENSE, COUNTERCLAIM OR SET-OFF WHICH
CUSTOMER MAY HAVE AGAINST HOLOGIC.

14. Insurance; Taxes. Customer agrees that it shall obtain and maintain property
damage and  liability  insurance  and keep the  Equipment  insured  for its full
replacement  value,  name Hologic as an additional  insured with respect thereto
and,  upon the request of  Hologic,  will  provide a  certificate  of  insurance
acceptable to Hologic evidencing such insurance coverage. Customer agrees to pay
for, or reimburse  Hologic for payment of, all sales,  use,  privilege,  excise,
personal property or other taxes imposed or levied with respect to the Equipment
or by reason of the furnishing of the Equipment hereunder.

15. Termination.  The lease may be terminated by Customer,  prior to purchase of
the Equipment or conversion  into an Operating Lease or a Full Payout Lease upon
ninety  (90)  days  prior  written  notice  to  Hologic.  In the  event  of such
termination,  Customer agrees to pay for all Patient Studies performed up to the
date of termination, including any applicable taxes thereon. In consideration of
the  financial  accommodations  made by Hologic to  Customer  under the  leasing
program  set  forth in this  Agreement,  in the event of such a  termination  by
Customer  or a  termination  of the Lease by  Hologic,  as a result of  Customer
default or failure of Customer to pay the Monthly Minimum,  Customer agrees that
for a period  of  twelve  (12)  months  after  such  termination,  or the  fifth
anniversary   of  the  date  of  this   Agreement,   whichever   occurs   first,
xxxxxxxxxxxxxxxxxxxxxxxxxxxx
xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx
xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx
xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx
xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx  (or  any  of  its  affiliates)
performed  Patient Studies during such period;  provided  however no termination
fee shall be due if neither  Customer nor any of its affiliates  perform Patient
Studies during the termination period.

16.  Indemnification.  Customer  agrees to defend,  indemnify  and hold  Hologic
harmless  from  and  against  any  and  all  claims,  damages,  costs,  expenses
(including  attorney's fees), losses and liabilities of every kind and nature in
any  way  arising  out  of or in  connection  with  (i)  the  failure  of any of
Customer's  representations or warranties  contained herein to be true, complete
and  correct  as of the date  hereof  and at all  times  during  the term of the
Agreement,  or (ii) the breach by Customer of any  provision  of  Agreement,  or
(iii) the figure of Customer to pay any amounts owed under this Agreement as and
when the same shall  become due or (iv)  failure to maintain  the  Equipment  as
provided in Section 8 or (v) the use of the Equipment  other than, in accordance
with Hologic's instructions for use.

17. Further  Assurances.  Customer will promptly  execute and deliver to Hologic
such further  documents and  assurances  and take such further action as Hologic
may from time to time reasonably  request in order to more effectively carry out
the purpose of this  Agreement and to protect the rights and remedies of Hologic
hereunder,   including,  without  limitation,  the  execution  and  delivery  of
financing, statements under the Uniform Commercial Code.

18.  Proprietary  Software.  It is  recognized  that  during  the  term  of this
Agreement,  computer  software will be delivered to Customer on a licensed basis
in printed  form, or in any of several  possible  machine-readable  forms.  Such
computer software is and shall remain the sole property of Hologic. The grant to
Customer of rights to the software extends solely a non-exclu- sive,  single-use
royalty-free  license to use  software for the sole  purpose of  performing  and
analyzing  scans  acquired  in the  normal  course  of its  business,  using the
Equipment  and for no other  purpose.  Such  software is valuable to Hologic and
shall be treated as  confidential  and  proprietary  information  subject to the
confidentiality  provisions hereof. Customer will have no right to sell, assign,
transfer, copy or sublicense the software,  without the prior written consent of
Hologic.

19. Confidential Information.  All drawings, diagrams,  specifications,  devices
and other materials furnished by Hologic and identified as confidential relating
to use and service of the Equipment and the information therein,  including, but
not limited to, Customer Manual provided to it by Hologic in connection with the
Equipment,  is proprietary and confidential to Hologic. Such materials have been
developed at great expense and they contain  trade secrets of Hologic.  Customer
may not reproduce or distribute  such materials  except to Customer's  employees
who may use the articles as part of their duties.  Customer  agrees that it will
keep  confidential  and not  disclose  or divulge any of such  materials  or the
information  therein  to any  unauthorized  person  for any  purpose  whatsoever
without the prior written consent of Hologic.

20. Disclaimers; Warranties. CUSTOMER ACKNOWLEDGES AND AGREES THAT HOLOGIC MAKES
NO EXPRESS OR IMPLIED WAR- RANTIES  ARISING OUT OF OR RELATED TO CUSTOMER'S  USE
OR  OPERATION  OF THE  EQUIPMENT.  IN NO EVENT  SHALL  HOLOGIC BE LIABLE FOR ANY
INDIRECT,  SPECIAL,  INCIDENTAL  OR  CONSEQUENTIAL  DAMAGES  ARISING  OUT  OF OR
ASSOCIATED  WITH THE  EQUIPMENT  OR THE LEASE  THEREOF  EVEN IF  ADVISED  OF THE
POSSIBILITY OF SUCH DAMAGES.

21. Entire  Agreement;  Governing  Law. This  Agreement  constitutes  the entire
agreement  between the parties.  This Agreement  shall be deemed a contract made
under the laws of the Commonwealth of Massachusetts shall be construed under and
governed  by  the  laws  thereof.  The  invalidity  or  unenforceability  of any
provision of this Agreement shall not affect the validity or  enforceability  of
any other provision hereof.  Customer waives any right to a trial by jury in any
action  to  enforce  or  defend  any  matter  arising  from or  related  to this
Agreement.

22.  Amendment;  Waiver.  No term or provision of this Agreement may
be changed, waived, amended, discharged or terminated except by a written

instrument executed by the parties hereto.

HOLOGIC

590 Lincoln Street, Waltham, MA 02154
Tel: 617.890.2300 Fax: 617.890.0008


<PAGE>




                                    EXHIBIT B

                                   COMMISSION

An amount equal to the Patient  Study or other lease  payment  XXXXXXXXXXXXXXXXX
payable to Hologic or  credited  to  deposits  held by Hologic  pursuant  to the
Strategic  Alliance  Leasing Contract during the XXXXXXXXXXX  period  commencing
with the beginning of the term of said Contract,  not including deposits paid or
due,  or taxes and to the  extent  applicable,  service  fees and other  charges
provided  for in said  contract,  and  provided  that if the Lease  Contract  is
converted to a sales contract  during said period  Hologic  XXXXXXXXXXXXXXXXXXXX
XXXXXXXXXXXX.

Note: During the term of this Agreement,  Hologic will also provide finders fees
and sales assistance fees pursuant to its then-current  Policy for Non-Exclusive
Distribution and Finder's Fees (current  version  attached) for sales of all QDR
4500 model Systems in the Territory as a result of qualified  leads  provided by
Ostex.

                                PERFORMANCE GOALS

Three (3) Promotional Packages per month.


<PAGE>





                                  HOLOGIC, INC.

                       POLICY FOR FINDER'S FEE ELIGIBILITY

                                January 13, 1997

ENTIRE POLICY REDACTED


<PAGE>


                           PROSPECT REGISTRATION FORM

Prospect Name     ____________________

Address           ____________________

                           --------------------
City                       ____________________
State                      ____________________
Zip                        ____________________

Phone                      ____________________
FAX                        ____________________

OTHER CONTACTS AT ACCOUNT: (examples: partners, secretaries, business managers,
 administrators, purchasing agents)

Name / Phone:

ACCOUNT BACKGROUND AND INTEREST

(Supply a short summary of account activity to date)

COMPETITION

BUDGET INFORMATION


<PAGE>


                             SAMPLE CUSTOMER LETTER

Dear Customer:

Thank you for inquiring about bone densitometry  equipment with our firm. I have
taken the  liberty of  investigating  these  products  for you and would like to
share some information with you that may assist in your selection.  As you know,
our firm has a sales agency relationship with Hologic,  and can introduce you to
this company.

The bone  densitometry  business  is  dominated  by only a couple of  companies.
Hologic,  Inc. of Waltham,  MA  (800-343-9729)  is the leader in this field (60%
market share). Their equipment is considered to be the most technically advanced
and  easiest to use.  Their  equipment  has been  selected  by nearly all of the
pharmaceutical companies for development of the new osteoporosis drugs including
Merck's  Fosamax  trials.  Hologic  equipment  has  also  been  used  in the NIH
sponsored Study of Osteoporotic  Fractures (SOF), the largest osteoporosis trial
in the world,  and in the NHANES study which has  established the reference data
that the industry is using in its standardization efforts.

Hologic  offers  a full  product  line of both  pencil  and  fan  beam  scanners
available at most price points.  We would highly recommend that you consider the
fan beam  products  which are of the latest  design.  The pencil  beam units are
inexpensive  but  are  based  on 8 year  old  technology  that is  incapable  of
providing  many of the new  advances.  Although  Hologic  equipment is typically
slightly  higher in price  than their  competitors,  we believe it is money well
spent and easily justified  through savings in tech time,  marketing  advantages
offered and long term costs of ownership.  The latest  developments in the field
are available on the Hologic equipment including:

Fan Beam  Technology - Offers faster scan times (30 sec. on all patients),  high
resolution images, enhanced precision,  significant operational conveniences and
modular product design.

Internal  Reference System - The system constantly  calibrates itself on a pixel
by pixel basis. No operator calibration (or mistakes) are possible. This assures
consistency in data upon upgrade or repair.

Supine Lateral  Scanning - Many  luminaries  now suggest  lateral spine scans in
patients  over  age 65 where  artifacts  lead to false  negative  findings  with
traditional  AP scans in as many as 30-40% of patients.  Lateral  scans may also
provide  earlier  diagnostic  capability  and  earlier  information   concerning
response to treatment  since they focus on trabecular  regions of the spine.  If
you decide that you want laterals, do not settle for the decubitis options which
suffer  from  substantial  precision  problems.  Note too that with the  modular
design of the 4500 family, laterals can always be added at a later date.

Single Energy Imaging - This is brand new to low end densitometers. High end fan
beam system have offered  imaging / morphometry  options in the past but Hologic
has  recently  made this  available on all fan beam  systems.  The 7 second full
spine  scan  gives a nice  image at very low dose and may be useful in  spotting
artifacts  (wedge  fractures)  that could  artificially  elevate spine  density.
Although  these  images will not  replace  films,  they do provide  quantitative
morphometry  capability  and could be used to  "screen"  candidates  for further
evaluation  through  use of films.  Imaging  will  probably be expanded to other
applications soon and fan beam systems are required for this capability.

Modular  Product  Design  - This  is one of the  best  features  of the  Hologic
products. The field is changing very rapidly and Hologic has made a point of not
forcing  decisions  upon  buyers  nor making  their  equipment  obsolete.  Their
philosophy  is to allow  you to buy only what you need now and to add to that as
needs  dictate.  They have  eliminated  the financial  penalty  associated  with
upgrades using other manufacturer's  equipment and the significant data concerns
if equipment is to be exchanged.

We have also found  Hologic's  service to be reputable.  The DXA equipment seems
quite  reliable but 800 "HELP " lines and next day on site service is available.
Hologic is the only  company  that does all of their own service  using  factory
-direct Hologic personnel.

We hope that this information is useful.  [ADD APPROPRIATE FOLLOW-UP LANGUAGE]

Sincerely,