ex10-11



 



EXHIBIT 10.11



FOURTH DEED OF TRUST NOTE MODIFICATION AGREEMENT


     THIS FOURTH DEED OF TRUST NOTE MODIFICATION AGREEMENT (this “Agreement”)
is made this 1st day of October, 2001, by and among BIORELIANCE CORPORATION, a
corporation organized and in good standing under the laws of the State of
Delaware, successor in interest to Microbiological Associates, Inc. (the
“Company”), BIORELIANCE TESTING AND DEVELOPMENT, LLC, a limited liability
company organized and in good standing under the laws of the State of Delaware
(“BT&D LLC”), BIORELIANCE MANUFACTURING, LLC, a limited liability company
organized and in good standing under the laws of the State of Delaware (“BMF
LLC”) and BIORELIANCE VIRAL MANUFACTURING, INC. (formerly known as Magenta
Viral Production, Inc.), successor in interest to BioReliance Testing and
Development, Inc. and BioReliance Manufacturing, Inc. a corporation organized
and in good standing under the laws of the State of Delaware (“Viral
Manufacturing;” together with the Company and BT&D LLC and BMF LLC, each a
“Borrower” and collectively, the “Borrowers”) and BANK OF AMERICA, N.A.,
successor in interest to Nationsbank, N.A., each a national banking
association, its successors and assigns, (the “Lender”).


INTRODUCTORY STATEMENT


     A.     The Lender has made a loan (the “Loan”) in the original principal
amount of Three Million Dollars ($3,000,000) to the Company and Microbiological
Associates International Limited, which changed its name to BioReliance Limited
(“MAL”) pursuant to the terms of a Deed of Trust Note dated December 17, 1993
from the Borrower and MAL, which Deed of Trust Note was amended by that certain
First Loan Modification Agreement (the “First Loan Modification Agreement”)
dated May 31, 1994 by and among the Lender, the Company, MAL, Magenta and
Magenta Services, which among other things added Magenta and Magenta Services
as joint and several co-makers to the Deed of Trust Note, which Deed of Trust
Note was further amended by that certain Second Loan Modification Agreement
dated September 30, 1994 by and among the Company, MAL, Magenta, Magenta
Services and the Lender, which Deed of Trust Note was amended and restated in
its entirety pursuant to the provisions of that certain Third Loan Modification
Agreement dated as of December 1, 1994, by and among the Company, MAL, Magenta,
Magenta Services and the Lender, which among other things, increased the
maximum principal amount of the Loan from Three Million Dollars ($3,000,000) to
Four Million Three Hundred Thousand Dollars ($4,300,000) and which Deed of
Trust Note was further modified pursuant to that certain Deed of Trust Note
Modification Agreement dated as of October 31, 1997 by and among the Borrowers
and the Lender (the Deed of Trust Note as amended and restated from time to
time, is hereinafter called, the “Note”).


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     B.     The Loan is currently governed by the provisions of that certain
Amended and Restated Replacement Loan Agreement of even date herewith by and
among the Borrowers and the Lender (as the same may be amended from time to
time, the “Restated Loan Agreement”).


     C.     The Loan is secured by, among other things, the Company’s leasehold
interest in the property described (the “Property”) in that certain Leasehold
Deed of Trust and Security Agreement dated December 17, 1993 from the Company
to the trustees named therein for the benefit of the Lender, which Leasehold
Deed of Trust and Security Agreement was recorded December 20, 1993, among the
Land Records for Montgomery County, Maryland in Liber 12140, at folio 779, and
which Leasehold Deed of Trust and Security Agreement was amended by that
certain Modification Agreement-Leasehold Deed of Trust and Security Agreement
dated December 1, 1994 by and among the Company, the trustees named therein and
the Lender (the Leasehold Deed of Trust and Security Agreement as amended is
hereinafter called the “Deed of Trust”).


     D.     BioReliance Testing and Development, Inc., formerly known as MA
BioServices, Inc. (“BT&D, Inc.”) and BioReliance Manufacturing, Inc, formerly
known as Magenta Corporation (“BMF, Inc.”), were previously each a Borrower.
Pursuant to a plan of reorganization effected on October 1, 2001 (the
“Reorganization”), (i) BT&D, Inc. merged with and into BMF, Inc. and BT&D, Inc.
ceased to exist; (ii) BMF, Inc. formed BT&D LLC and contributed all of BT&D,
Inc.’s assets (except for certain real property and leasehold improvements) and
liabilities to BT&D LLC; (iii) BMF, Inc. merged with and into Magenta Viral
Production, Inc. (“Magenta Viral”) and BMF, Inc. ceased to exist; (iv) Magenta
Viral formed BMF LLC and contributed substantially all of BMF, Inc.’s assets
and liabilities to BMF LLC; and (v) Magenta Viral changed its name to
BioReliance Viral Manufacturing, Inc.


     E.     As a result of the Reorganization, the Borrowers have requested and the
Lender has agreed to add BT&D LLC and BMF LLC as joint and several co-makers of
the Deed of Trust Note.


     F.     On this date the Company continues to be the leasehold owner of the
Property and the Borrowers acknowledge and agree that the Deed of Trust
constitutes a valid and subsisting first lien on the Company’s leasehold
interest in the Property for the entire outstanding principal balance of the
Note and interest thereon, all in accordance with the terms, covenants,
conditions and warranties of the Deed of Trust and the Note secured thereby,
and that all of the other provisions of the same are in full force and effect.


     G.     In order to induce the Lender to enter this Agreement and upon the
express condition that the lien of the Deed of Trust remains a valid and
subsisting first lien on the Company’s leasehold interest in the Property and
that the execution and delivery of this Agreement shall not impair the lien
thereof, the parties hereto have agreed to execute and deliver this Agreement
to modify the terms of repayment of the Loan as hereinafter more particularly
set forth.


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AGREEMENTS


     NOW, THEREFORE, in consideration of the premises and for the sum of One
Dollar ($1.00) and other good and valuable consideration, the receipt and
sufficiency whereof are hereby acknowledged, the parties hereto, for
themselves, their respective heirs, personal representatives, successors and
assigns do hereby mutually covenant and agree as follows:


     1.     Incorporation of Recitals. The parties hereto acknowledge and agree
that the recitals hereinabove set forth are true and correct in all respects
and that the same are incorporated herein and made a part hereof.


     2.     Outstanding Obligations. The parties hereto acknowledge and agree (a)
that the outstanding principal balance of the Note as of the date hereof is
$2,305,526.59 (the “Principal Sum”), (b) that interest on the unpaid principal
balance of the Note has been paid through October 1, 2001, and (c) that the
unpaid principal balance of the Note, together with accrued and unpaid interest
thereon, is due and owing subject to the terms of repayment hereinafter set
forth, without defense or offset.


     3.     Confirmation of Lien. The Borrowers hereby acknowledge and agree that
the Property is and shall remain in all respects subject to the lien, charge
and encumbrance of the Deed of Trust, and nothing herein contained, and nothing
done pursuant hereto, shall adversely affect or be construed to adversely
affect the lien, charge or encumbrance of, or warranty of title in, or
conveyance effected by the Deed of Trust, or the priority thereof over other
liens, charges, encumbrances or conveyances, or to release or adversely affect
the liability of any party or parties whomsoever who may now or hereafter be
liable under or on account of the Loan or any of the Loan Documents (as
hereinafter defined), nor shall anything herein contained or done in pursuance
hereof adversely affect or be construed to adversely affect any other security
or instrument held by the Lender as security for or evidence of the
indebtedness evidenced and secured thereby.


     4.     Continuation of Loan Terms. Except as otherwise expressly set forth
below, the outstanding principal balance of the Note shall continue to bear
interest and to be repaid on the terms and subject to the conditions set forth
in the Note and the other documents evidencing and securing the Loan (this
Agreement, the Note, the Deed of Trust, the Restated Loan Agreement and all
such other documents, whether currently existing or hereafter executed, and all
modifications thereto, extensions or renewals thereof and substitutions
therefor being hereinafter collectively referred to as the “Loan Documents”).
All capitalized terms used but not defined in this Agreement shall have the
meaning given to such terms in the Loan Documents.


     5.     Interest. Commencing as of the 1st day of February, 2002, until all
sums due under the Loan shall be repaid in full, the unpaid principal balance
of the Note shall bear interest


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 at a rate which is at all times equal to the fluctuating at the LIBOR Rate
(as hereinafter defined), plus the applicable LIBOR Rate Additional Percentage
(the “LIBOR Rate Option”).


            (a)     For purposes hereof, the “LIBOR Rate Additional Percentage” shall
mean the percentages applicable to the Loan in accordance with the following:



		
	 	                    (i)     If the ratio of Funded Debt divided by EBITDA is equal to or
greater than 2.75 to 1.0, the LIBOR Rate Additional Percentage shall be
two and 15/100 percent (2.15%);




		
	 	                    (ii)     If the ratio of Funded Debt divided by EBITDA is less than 2.75
to 1.0, but equal to or greater than 2.0 to 1.0, the LIBOR Rate
Additional Percentage shall be one and nine tenths percent (1.90%);




		
	 	                    (iii)     If the ratio of Funded Debt divided by EBITDA is less than 2.0
to 1.0, but equal to or greater than 1.25 to 1.0 the LIBOR Rate
Additional Percentage shall be one and four tenths percent (1.40%); and




		
	 	                    (iv)     If the ratio of Funded Debt divided by EBITDA is less than 1.25
to 1.0, the LIBOR Rate Additional Percentage shall be one percent (1.0%).



            (b)     The initial the LIBOR Rate Additional Percentage shall be two and
15/100 percent (2.15%). Thereafter, the applicable LIBOR Rate Additional
Percentage for all Advances shall be calculated and adjusted quarterly, based
on the quarterly financial statements of the Borrowers required to be submitted
to the Lender pursuant to Section 5.1(c) of the Restated Loan Agreement,
commencing with the statements for the quarter ending September 30, 2001. Such
quarterly changes shall be effective commencing five (5) Banking Days after
submission by the Borrowers of the required financial statements; it being
understood, however, that in the event the quarterly financial statements are
not submitted when due, the LIBOR Rate Additional Percentage shall be two and
15/100 percent (2.15%), until such financial statements are submitted as
required, at which time, the LIBOR Rate Additional Percentage (for the balance
of the quarterly period) shall be determined as set forth above. For purposes
of the Note, “Funded Debt” and “EBITDA” shall each be determined based on the
consolidated quarterly financial statements of the Borrowers and shall have the
meanings set forth in the Restated Loan Agreement.


            (c)     For purposes hereof, the “LIBOR Rate” shall mean a fluctuating rate
equal to the daily London Interbank Offered Rate for thirty (30) day U.S.
Dollar deposits as quoted by the Lender as of 11:00 A.M. (Washington, D.C.
time), which rate shall be adjusted for any Federal Reserve Board reserve
requirements imposed upon the Lender from time to time.


            (d)     The Borrowers shall pay to the Lender, as additional interest, the
following sums, at the time and in the manner hereinafter set forth:



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                              (i)     if, due to either: (i) the introduction of or any change (including,
without limitation, any change by way of imposition or increase of reserve
requirements) in or in the interpretation of any law or regulation or (ii) the
compliance by the Lender with any guideline or request from any central bank or
other governmental authority (whether or not having the force of law), there
shall be any increase in the cost to the Lender of agreeing to make or making,
funding or maintaining advances of all or a portion of the Principal Sum, then
the Borrowers shall from time to time, upon demand by the Lender, pay to the
Lender additional amounts to indemnify the Lender against any such increased
costs. A certificate as to the amount of such increased costs submitted to the
Borrowers by the Lender shall be conclusive. It shall be deemed, for purposes
of computing any increased costs pursuant to this Section, that (i) the making
and maintaining of advances of the Principal Sum which accrue interest based on
the LIBOR Rate have been made by the Lender from its office in London, England
and (ii) the funding of each Advance of the Principal Sum by the Lender which
accrues interest based on the LIBOR Rate has been made through the London
Interbank Market. Such additional cost shall be payable hereunder at the time
and in the manner that interest is payable hereunder for such costs incurred
since the last interest payment;


                              (ii)     the Borrowers shall also pay to the Lender at the time and in the
manner that interest is payable hereunder for each advance, the cost since the
last interest payment date, as determined in good faith by the Lender, of
complying, in connection with such advance during such interest period, with
any reserve, special deposit or similar requirement (including but not limited
to reserve requirements under Federal Reserve Regulation D) imposed or deemed
applicable against any assets held by or deposits or accounts in or with or
credit extended by the Lender, or the office of the Lender in London, England,
by any United States governmental authority charged with the administration of
such requirements. Each notification as to the amount of such cost, delivered
to the Borrowers by the Lender shall, in the absence of manifest error, be
conclusive as to the amount of such cost. It shall be deemed for purposes of
computing cost pursuant to the above provision that the making and maintaining
of each advance which accrues interest based on the LIBOR Rate has been made by
the Lender through its office in London, England.


            (e)     In respect to any interest rate election hereunder and any
transactions contemplated hereby, the Borrowers authorize the Lender to accept,
rely upon, act upon and comply with, any verbal or written instructions,
requests, confirmations and orders of Capers W. McDonald, President and CEO or
John L. Coker, CFO, or their successors in office or on behalf of the
Borrowers. The Borrowers acknowledge and agree that the transmission between
the Borrowers and the Lender of any such instructions, requests, confirmations
and orders involves the possibility of errors, omissions, mistakes and
discrepancies and agrees to adopt such internal measures and operational
procedures to protect its interests. By reason thereof, the Borrowers hereby
assume all risk of loss and responsibility for, releases and discharges the
Lender from any and all responsibility or liability for, and agrees to
indemnify, reimburse on demand and hold the Lender harmless from, any and all
claims, actions, damages, losses, liability and expenses by reason of, arising
out of or in any way connected with or related to, (i) the Lender’s acceptance,


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 reliance and actions upon, compliance with or observation of any such
instructions, requests, confirmations or orders, and (ii) any such errors,
omissions, mistakes and discrepancies, except those caused by the Lender’s
gross negligence or willful misconduct.


            (f)     All interest payable under the terms of the Note shall be calculated
on the basis of a 360-day year and the actual number of days elapsed.


     6.     Payments and Maturity. The unpaid principal balance of the Note,
together with interest thereon at the rate or rates provided above, shall be
payable as follows:


            (a)     Commencing on the 1st day of November, 2001 and continuing on the same
day of each and every month thereafter, to and including November 1, 2009,
principal shall be due and payable in equal installments of $10,575.81, plus
all accrued and unpaid interest on the outstanding balance of the Principal
Sum; and


            (b)     Unless sooner paid, the unpaid principal balance of the Loan, together
with interest accrued and unpaid thereon, shall be due and payable in full on
November 1, 2009.


     7.     Additional Parties; Assumption. BT&D LLC and BMF LLC agree (i) to
become joint and several co-makers of the Note; (ii) to be bound by all the
terms and conditions of the Note; (iii) to assume and agree to pay and perform
when due all present and future indebtedness, liabilities and obligations of a
Borrower under, based upon, or arising out of the Loan Documents and
instruments and agreements relating thereto; and (iv) to honor, perform and
comply with, in all respects, all terms and provisions of all of the Loan
Documents. All references in the Loan Documents to “Borrower” shall be deemed
to refer to BT&D LLC and BMF LLC. Furthermore, all present and future
obligations of the Borrowers under the Loan Documents shall be deemed to refer
to all present and future obligations of BT&D LLC and BMF LLC.


     8.     Releases. The Lender, for itself, its successors and assigns hereby
releases each of each of the Released Parties from any and all liability on
account of the Loan, the Note and the Loan Documents. This release shall be
binding upon the Lender and its successors and assigns and shall inure to the
benefit of the Released Parties and their respective present and former
employees, agents, successors and assigns.


     9.     ARBITRATION. ANY CONTROVERSY OR CLAIM BETWEEN OR AMONG THE PARTIES
HERETO INCLUDING BUT NOT LIMITED TO THOSE ARISING OUT OF THIS AGREEMENT, THE
LOAN DOCUMENTS, OR ANY RELATED INSTRUMENTS, AGREEMENTS OR DOCUMENTS, INCLUDING
ANY CLAIM BASED ON OR ARISING FROM AN ALLEGED TORT, SHALL BE DETERMINED BY
BINDING ARBITRATION IN ACCORDANCE WITH THE FEDERAL ARBITRATION ACT (OR IF NOT
APPLICABLE, THE APPLICABLE STATE LAW), THE RULES OF PRACTICE AND PROCEDURE FOR
ARBITRATION OF COMMERCIAL DISPUTES OF ENDISPUTE, INC., D/B/A J.A.M.S./ENDISPUTE
(“J.A.M.S.”) AND THE “SPECIAL RULES” SET FORTH BELOW. IN THE EVENT OF AN
INCONSISTENCY, THE SPECIAL RULES SHALL


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 CONTROL. JUDGMENT UPON ANY ARBITRATION AWARD MAY BE ENTERED IN ANY COURT
HAVING JURISDICTION. ANY PARTY TO THIS INSTRUMENT, AGREEMENT OR DOCUMENT MAY
BRING ANY ACTION, INCLUDING A SUMMARY OR EXPEDITED PROCEEDING, TO COMPEL
ARBITRATION OF ANY CONTROVERSY OR CLAIM TO WHICH THIS INSTRUMENT, AGREEMENT OR
DOCUMENT RELATES IN ANY COURT HAVING JURISDICTION OVER SUCH ACTION.


     (A)     SPECIAL RULES. THE ARBITRATION SHALL BE CONDUCTED IN MONTGOMERY
COUNTY, MARYLAND AND ADMINISTERED BY J.A.M.S. WHO WILL APPOINT AN ARBITRATOR.
IF J.A.M.S. IS UNABLE OR LEGALLY PRECLUDED FROM ADMINISTERING THE ARBITRATION,
THEN THE AMERICAN ARBITRATION ASSOCIATION WILL SERVE. ALL ARBITRATION HEARINGS
WILL BE COMMENCED WITHIN NINETY (90) DAYS OF THE DEMAND FOR ARBITRATION;
FURTHER, THE ARBITRATOR SHALL ONLY, UPON A SHOWING OF CAUSE, BE PERMITTED TO
EXTEND THE COMMENCING OF SUCH HEARING FOR AN ADDITIONAL SIXTY (60) DAYS.


     (B)     RESERVATION OF RIGHTS. NOTHING IN THIS INSTRUMENT, AGREEMENT OR
DOCUMENT SHALL BE DEEMED TO: (I) LIMIT THE APPLICABILITY OF ANY OTHERWISE
APPLICABLE STATUTES OF LIMITATION OR REPOSE AND ANY WAIVERS CONTAINED IN THIS
INSTRUMENT, AGREEMENT OR DOCUMENT; OR (II) BE A WAIVER BY THE LENDER OF THE
PROTECTION AFFORDED TO IT BY 12 U.S.C. §91 OR ANY SUBSTANTIALLY EQUIVALENT
STATE LAW; OR (III) LIMIT THE RIGHT OF THE LENDER: (A) TO EXERCISE SELF HELP
REMEDIES SUCH AS (BUT NOT LIMITED TO) SETOFF, OR (B) TO FORECLOSE AGAINST ANY
REAL OR PERSONAL PROPERTY COLLATERAL, OR (C) TO OBTAIN FROM A COURT PROVISIONAL
OR ANCILLARY REMEDIES SUCH AS (BUT NOT LIMITED TO) INJUNCTIVE RELIEF, WRIT OF
POSSESSION OR THE APPOINTMENT OF A RECEIVER. THE LENDER MAY EXERCISE SUCH SELF
HELP RIGHTS, FORECLOSE UPON SUCH PROPERTY, OR OBTAIN SUCH PROVISIONAL OR
ANCILLARY REMEDIES BEFORE, DURING OR AFTER THE PENDENCY OF ANY ARBITRATION
PROCEEDING BROUGHT PURSUANT TO THIS INSTRUMENT, AGREEMENT OR DOCUMENT. NEITHER
THE EXERCISE OF SELF HELP REMEDIES NOR THE INSTITUTION OR MAINTENANCE OF ANY
ACTION FOR FORECLOSURE OR FOR PROVISIONAL OR ANCILLARY REMEDIES SHALL
CONSTITUTE A WAIVER OF THE RIGHT OF ANY PARTY, INCLUDING THE CLAIMANT IN SUCH
ACTION, TO ARBITRATE THE MERITS OF THE CONTROVERSY OR CLAIM OCCASIONING RESORT
TO SUCH REMEDIES.


     10.     Expenses. In consideration of the Lender’s agreement to modify the
Loan, the Borrowers covenant and agree to pay all other reasonable fees, costs,
charges and expenses incurred by the Lender in connection with the preparation
of this Agreement and the modification of the Loan, including without
limitation, the Lender’s reasonable attorneys fees and all recording costs.


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     11.     Events of Default. The events of default specifically enumerated in
the Note are hereby amended and replaced with the following enumerated events
of default, and the occurrence of any of the following events shall constitute
an event of default and shall entitle the Lender to exercise all rights and
remedies provided in the Note and the Deed of Trust, as well as all other
rights and remedies provided to the Lender under the terms of any of the other
Loan Documents as a result of the occurrence of the same:


            (a)     The Borrowers shall fail to make any payment of principal or interest
when due on the Note, or on any other promissory note or other obligation
payable by any of the Borrowers to the Lender and such failure remains uncured
for five (5) days after notice thereof;


            (b)     The Borrowers shall fail to comply with the terms of any covenant or
agreement contained herein and such failure remains uncured for thirty (30)
days after notice thereof; or


            (c)     An event of default (as described or defined therein) shall occur
under any of the Loan Documents, and such event of default is not cured within
any applicable grace period provided therein.


     12.     Release of Claims. The Borrowers for themselves and for each of their
respective successors and assigns, hereby release and waive any and all claims
and/or defenses they now may have against the Lender and its successors and
assigns on account of any occurrence relating to the Loan, the Loan Documents
and/or the Property which accrued prior to the date hereof, including, but not
limited to, any claim that the Lender (a) breached any obligation to the
Borrowers in connection with the Loan, (b) was or is in any way involved with
the Borrowers as a partner, joint venturer, or in any other capacity whatsoever
other than as a lender, (c) failed to fund any portion of the Loan or any other
sums as required under any document or agreement in reference thereto, or (d)
failed to timely respond to any offers to cure any defaults under any document
or agreement executed by the Borrowers, or any third party or parties in favor
of the Lender. This release and waiver shall be effective as of the date of
this Agreement and shall be binding upon the Borrowers and each of their
respective successors and assigns, and shall inure to the benefit of the Lender
and its successors and assigns. The term “Lender” as used herein shall
include, but shall not be limited to, its present and former officers,
directors, employees, agents and attorneys.


     13.     Continuing Agreements; Novation. Except as expressly modified hereby,
the parties hereto ratify and confirm each and every provision of the Note, the
Deed of Trust and each of the other Loan Documents as if the same were set
forth herein. In the event that any of the terms and conditions in the Note or
in any of the other Loan Documents conflict in any way with the terms and
provisions hereof, the terms and provisions of the Restated Loan Agreement
shall prevail. The parties hereto covenant and agree that the execution of
this Agreement is not intended to and shall not cause or result in a novation
with regard to the Note, the Deed of Trust and/or the other Loan Documents and
that the existing indebtedness of the Borrowers to the


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 Lender evidenced by the Note is continuing, without interruption, and has
not been discharged by a new agreement.


     14.     ENTIRE AGREEMENT. NO STATEMENTS, AGREEMENTS OR REPRESENTATIONS, ORAL
OR WRITTEN, WHICH MAY HAVE BEEN MADE TO ANY OF THE BORROWERS OR TO ANY EMPLOYEE
OR AGENT OF ANY OF THE BORROWERS, EITHER BY THE LENDER OR BY ANY EMPLOYEE,
AGENT OR BROKER ACTING ON THE LENDER’S BEHALF, WITH RESPECT TO THE MODIFICATION
OF THE LOAN, SHALL BE OF ANY FORCE OR EFFECT, EXCEPT TO THE EXTENT STATED IN
THIS AGREEMENT, AND ALL PRIOR AGREEMENTS AND REPRESENTATIONS WITH RESPECT TO
THE MODIFICATION OF THE LOAN ARE MERGED HEREIN.


     15.     Captions. The captions herein set forth are for convenience only and
shall not be deemed to define, limit or describe the scope or intent of this
Agreement.


     16.     Governing Law. The provisions of this Agreement shall be construed,
interpreted and enforced in accordance with the laws of the State of Maryland
as the same may be in effect from time to time.


     17.     Counterparts. This Agreement may be executed in any number of
counterparts, and each such counterpart shall be deemed to be an original. It
shall not be necessary that the signature of, or on behalf of, each party, or
that the signatures of the persons required to bind any party, appear on more
than one counterpart.


[SIGNATURES BEGIN ON THE FOLLOWING PAGE]


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     IN WITNESS WHEREOF, the parties have executed this Agreement under seal as
of the date first above written.




	 	 	 
	WITNESS/ATTEST:	 	
BIORELIANCE CORPORATION
	 
	/s/ Evdoxia E. Kopsidas


	 	
By:    /s/ John L. Coker                              (SEAL)



Name:   John L. Coker

Title:    Vice President— Finance and

            Administration, Chief Financial

            Officer
	 
	WITNESS/ATTEST:	 	
BIORELIANCE TESTING AND

DEVELOPMENT, LLC
	 
	/s/ Evdoxia E. Kopsidas


	 	
By:    /s/ John L. Coker                                 (SEAL)



Name:  John L. Coker

Title:    Vice President— Finance and

            Administration, Chief Financial

            Officer
	 
	WITNESS/ATTEST:	 	
BIORELIANCE MANUFACTURING, LLC
	 
	/s/ Evdoxia E. Kopsidas


	 	
By:    /s/ John L. Coker                              (SEAL)



Name:  John L. Coker

Title:    Vice President— Finance and

            Administration, Chief Financial

            Officer
	 
	WITNESS/ATTEST:	 	
BIORELIANCE VIRAL MANUFACTURING, INC.
	 
	/s/ Evdoxia E. Kopsidas


	 	
By:    /s/ John L. Coker                              (SEAL)



Name:  John L. Coker

Title:    Vice President— Finance and

            Administration, Chief Financial

            Officer



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	WITNESS:	 	
BANK OF AMERICA, N.A.
	 
	/s/ Connie Bruce


	 	
By:   /s/ Michael J. Radcliffe           
               (SEAL)



Name: Michael J. Radcliffe
	 	 	
Title:   Vice President




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