28/03/2002 13:05 020-7375-5202 LEVERAGED FINANCE PAGE 05/07









Exhibit

10.36




 




	

   


  	

   


  	

  RBS

  Mezzanine Ltd


  
	

  Your ref:


  	

   


  	

  7th Floor


  
	

  Our ref:


  	

   


  	

  35 Bishopsgate


  
	

   


  	

   


  	

  London EC2M 3UR


  
	

   


  	

   


  	

  Telephone: 020

  7375 5000


  
	

   


  	

   


  	

  Facsimile: 020

  7375 4666


  





 




 




 




To:                              Inverness Medical Innovations, Inc. (the

“Parent Guarantor”)


as agent of each Borrower (as defined in the Mezzanine Loan 


Agreement as defined below)




28 March 2002




Dear Sirs




Loan agreement (the “Mezzanine Loan

Agreement”) dated 20 December 2001 made between the Parent Guarantor, Inverness

Medical Switzerland GmbH, certain banks and RBS Mezzanine Limited as lead

arranger and facility agent.




Unless otherwise defined herein capitalised terms used

in this letter shall have the meaning specified in the Mezzanine Loan Agreement

Agreement.




We, RBS Mezzanine Limited, write to you in our

capacity as Facility Agent for and on behalf of the Finance Parties.




The Parent Guarantor has requested that the Facility

Agent consent to certain amendments to the Mezzanine Loan Agreement and we are

writing to confirm the terms upon which the Facility Agent, on behalf of all

the Finance Parties, has agreed to such amendments.




1.             Amendments




Upon countersignature by you of this letter the

Mezzanine Loan Agreement shall be amended as set out below:




1.1                                 Clause 12.4.1 shall be amended by:




1.1.1                        in paragraph (a), on the first line under

the heading ‘Column A Period’, deleting the words “1 January 2002 to 31 March

2002” and under the heading ‘Column B Ratio’, deleting the ratio “3.90:1”;




1.1.2                        in paragraph (b) deleting, in the third

line, the words “31 March 2002” and replacing them with the words “30 June

2002”; and




 





























 




1.1.3                        in paragraph (c), on the first line under

the heading ‘Column A Period’ deleting the words “31 March 2002”, and under the

heading ‘Column B Ratio’, deleting the ratio “3.60:1”




2.             Effectiveness

of the Mezzanine Loan Agreement




Save as expressly amended hereby, the Mezzanine Loan

Agreement shall remain in full force and effect in accordance with its terms

and nothing contained herein shall prejudice any of the rights of the Finance

Parties under the Financing Documents nor shall be deemed to be a waiver of any

breach or potential breach by the Parent Guarantor or the Borrower under the

Mezzanine Loan Agreement.




3.             Costs

and Expenses




The Parent Guarantor shall reimburse the Facility

Agent from time to time for all costs and expenses (including reasonable legal

fees and value added tax thereon) incurred by it in the preparation,

negotiation, execution and enforcement of this letter and in connection with

the preservation of its rights hereunder.




4.             Financing

Document




Upon execution by the Parent Guarantor this letter

shall be a Financing Document as defined in the Mezzanine Loan Agreement.




5.             Incorporation

of Terms




The provisions of Clause 23 (Law and Jurisdiction) of the Mezzanine

Loan Agreement shall be incorporated into this letter as if set out in full in

this letter and as if references in those clauses to “this Agreement” or “the

Financing Documents” are references to this letter.




6.             Counterparts




This letter may be executed in any number of

counterparts, and this has the same effect as if the signatures on the

counterparts were on a single copy of this letter.




 




Yours faithfully




 




 




	

  /s/ Denise

  Hepworth


  
	

  for and on

  behalf of


  
	

  RBS

  Mezzanine Limited


  
	

  for and on

  behalf of the


  
	

  Finance Parties


  





 




 




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We hereby accept and

agree to the terms and conditions of this letter of which this is a duplicate.




	

  /s/ Ron

  Zwanziger


  	

   


  
	

  for and on

  behalf of


  
	

  INVERNESS

  MEDICAL INNOVATIONS, INC.


  
	

  for and on

  behalf of itself and


  
	

  INVERNESS

  MEDICAL SWITZERLAND GmbH


  
	

   


  
	

  Date: 


  	

  March 28, 2002


  	

   


  
				





 




 




 




 




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