PERKIN ELMER/QUANTECH LICENSE AGREEMENT


Effective Date:                                      June 29, 1998

PARTIES:

Quantech, Ltd.                                       ("Quantech")
a Minnesota corporation
1419 Energy Park Drive
Saint Paul, Minnesota 55108

The Perkin Elmer Corporation                         ("PE")
a New York corporation
761 Main Avenue
Norwalk, Connecticut 06589-0001


RECITALS:


     A. Quantech and PE are parties to an agreement  dated 16 December 1997 (the
"December Agreement") relating to certain SPR technology.

     B. PE wishes to grant to  Quantech a license to certain PE  technology  (as
described in US provisional patent application no. 60/069,356, entitled "Surface
Plasmon  Array  System")  which  preceded and was  therefore  excluded  from the
December Agreement that Quantech will use in conjunction with its SPR Technology
(as defined in the December Agreement).

     C. Quantech desires to acquire such a license from PE to enable it to make,
use and sell devices incorporating the PE Technology.

The Parties therefore agree as follows:


1.   DEFINITIONS

     As used herein, the following words shall have the designated meanings:

     1.1. "Affiliate" means a Person who, directly or indirectly,  controls,  is
          controlled by, or is under common control with the specified entity.

     1.2. "Calendar Quarter" means each three-month period ending March 31, June
          30, September 30 and December 31.

<PAGE>

     1.3. "Consumable"   means  parts   incorporating  or  designed  to  utilize
          grating-coupled   SPR  Technology  on  which   chemical   analysis  is
          conducted.  It is to be understood that Consumables  shall not include
          any instrument necessary for conducting the chemical analysis.

     1.4. "Instrument" means read-out  instruments  incorporating or designed to
          utilize PE Technology which are used to conduct chemical analysis.

     1.5. "Joint  Invention"  means any  invention  made jointly by at least one
          employee  or  Assignor  of  each  party.   Assignors  are  defined  as
          non-employees who are required to assign inventions to a party.

     1.6. "Licensed   Products"  means  any  Licensed   Consumable  or  Licensed
          Instrument.

     1.7. "Licensed    Consumable"    means   any   Consumable   which   employs
          grating-coupled  SPR  Technology  and (i) but for the license  granted
          herein,  the  manufacture,  use or sale of which  would  infringe  any
          Patent  Rights;  or (ii) is produced  through the use of or  otherwise
          incorporates PE Confidential  Information  which has been disclosed to
          Quantech in furtherance of the present Agreement.

     1.8. "Licensed    Instrument"    means   any   Instrument   which   employs
          grating-coupled  SPR  Technology  and (i) but for the license  granted
          herein,  the  manufacture,  use or sale of which  would  infringe  any
          Patent  Rights;  or (ii) is produced  through the use of or  otherwise
          incorporates PE Confidential  Information  which has been disclosed to
          Quantech in furtherance of the present Agreement.

     1.9. "Medical  Diagnostics"  means those fields,  applications and products
          which:  (i) under  current laws and  regulations  as of the  Effective
          Date, require United States Food and Drug Administration  approval for
          sale or distribution or would require such approval if the application
          or product  incorporating  the application or field were to be sold in
          the United States;  and/or (ii) are useful in veterinary  medicine for
          the treatment of animals.

     1.10."Net Sales" means  Quantech's  gross  receipts  from sales of Licensed
          Products,  less actual  transportation  costs,  taxes, and credits for
          returns.

     1.11."Nucleic Acid  Diagnostics"  means Medical  Diagnostics  which involve
          the identification and/or quantification of nucleic acids and research
          applications  and products  which  involve the  identification  and/or
          quantification of nucleic acids.

     1.12."Patent  Rights" means claims which provide or which,  upon  issuance,
          would  provide  a right to sue  infringers  and  which  result  or are
          derived  from  US  provisional   patent  application  no.  60/069,356,
          entitled  "Surface  Plasmon  Array  System" (the  "Provisional  Patent
          Application"), together with any continuations,  continuations-in-part
          relating to  substantially  the same subject matter as the Provisional
          Patent Application,  divisions, reissues and/or extensions thereof and
          any foreign  counterparts to such patents and applications,  including
          any US or foreign patents which may issue on any such application.

<PAGE>

     1.13."PE  Confidential  Information"  means all PE Technology  disclosed to
          Quantech under the present  Agreement,  but excluding any  information
          which i) is  generally  available  to the public or becomes  generally
          available to the public  through no act or failure to act of Quantech,
          or ii) Quantech can  demonstrate it possessed prior to PE's disclosure
          thereof to Quantech.

     1.14."PE  Intellectual  Property"  means PE's  proprietary  information  as
          described in the Provisional Patent Application.

     1.15."PE  Technology"  means  the  Patent  Rights  and the PE  Intellectual
          Property,  together with all information provided by PE to Quantech in
          furtherance  of its  obligations  to provide  technical  assistance to
          Quantech under Section 3.1 below.

     1.16."Person"  shall mean any  natural  person,  corporation,  partnership,
          trust, joint venture or other entity.

     1.17."Quantech  Confidential  Information" means all Quantech  Intellectual
          Property  disclosed to PE under the present  Agreement,  but excluding
          any  information  which i) is  generally  available  to the  public or
          becomes generally available to the public through no act or failure to
          act of PE, or ii) PE can  demonstrate it possessed prior to Quantech's
          disclosure thereof to PE.

     1.18."Quantech   Intellectual   Property"  means   Quantech's   proprietary
          information   (including,   but  not  limited  to,  data,  substances,
          processes,  materials,  formulae,  know how, trade  secrets,  computer
          programs,    software,   firmware,   and   inventions)   relating   to
          grating-coupled  SPR Technology  which exists as of the Effective Date
          of this  Agreement  or which  Quantech  develops or in which  Quantech
          acquires an interest during the term of this Agreement.

     1.19."Quantech  License" means those licenses  granted by PE to Quantech in
          Section 2 below.

     1.20."Quantech  Sublicensee"  means a third  party  to which  Quantech  has
          granted a sublicense under Section 2 to manufacture  Licensed Products
          and to sell such manufactured  Licensed Products to a party other than
          Quantech.

     1.21."Quantech   Sublicensee   Royalties"  means  all  monies  received  by
          Quantech from a Quantech  Sublicensee under an agreement  sublicensing
          the rights  granted to  Quantech  in this  Agreement,  less any monies
          received from the Quantech  Sublicensee solely to compensate  Quantech
          for research or consulting services.


<PAGE>


     1.22."Royalty  Year"  means a calendar  year  except for the first  Royalty
          Year, which shall be that period of time between the Effective Date of
          this Agreement and 31 December 1998.

     1.23."Royalty-Bearing  Instrument" means any Licensed Instrument which does
          not  utilize  a new  Consumable  for  each  sample.  In the case of an
          instrument  that combines  licensed and unlicensed  technologies,  the
          royalty shall apply uniquely to the detector portion of the instrument
          and  royalties  will  be  paid  only  if  such  detector  contains  PE
          Technology. The detector includes a grating-coupled SPR, optics, and a
          sample holder.

     1.24. "SPR" means surface plasmon resonance.

     1.25."SPR  Technology"  means the use of thin conductive films on a surface
          or surfaces  of a grating or other  diffracting  substrate  to conduct
          chemical analysis.

     1.26. "Territory" means the world.

     1.27."Total   Royalties"  means  the  sum  of  the  Consumable   Royalties,
          Instrument  Royalties and Sublicense  Royalties defined in Section 4.1
          of this Agreement.


2.   LICENSE TO QUANTECH

     2.1. Quantech  License.  Subject  to  the  terms  and  conditions  of  this
          Agreement,  PE hereby  grants to Quantech an  exclusive  license  (the
          "Quantech  License")  under  the PE  Technology  and  PE  Intellectual
          Property upon the terms and conditions of this Agreement to make, have
          made for it, use, and sell Licensed Products  throughout the Territory
          for use  only in the  field  of  Medical  Diagnostics,  but  excluding
          Nucleic Acid Diagnostics.

     2.2. Quantech's  Right to  Sublicense.  Quantech  shall  have the  right to
          sublicense  its rights under the Quantech  License,  provided  that no
          such  sublicense  shall be granted  unless PE has first  approved  the
          terms  of  the  sublicense  agreement,  which  approval  shall  not be
          withheld unreasonably.


3.   TECHNICAL ASSISTANCE

     3.1. Technical  Assistance  to Quantech.  Within thirty (30) days after the
          effective  date of this  Agreement,  PE shall deliver to Quantech such
          documentation as is reasonably  available reflecting the PE Technology
          and the PE  Intellectual  Property.  PE shall  provide  Quantech  with
          reasonable  access  to  its  ongoing   development  of  the  invention
          described in the Provisional Patent Application, including the ability
          to  review  actual  prototypes  and any  schematic  diagrams  or other
          documentation  pertaining  thereto.  PE  shall  also  provide  further
  
<PAGE>

          technical assistance to Quantech upon Quantech's reasonable request to
          enable Quantech to manufacture the Licensed Products, but excluding 1)
          any  confidential  information  of a third party which PE is prevented
          from disclosing to Quantech under an obligation of  confidentiality to
          a third  party or 2) any  license  PE  obtains  under a third  party's
          technology  unless that license  permits PE to  sublicense to Quantech
          the third party's technology.

          While PE will  strive to provide  such  further  technical  assistance
          promptly,  there may be occasions when PE personnel cannot  reasonably
          be spared from their regular duties, and Quantech acknowledges that PE
          cannot  and  does not  warrant  that it will be able to  provide  such
          technical assistance at the particular times requested by Quantech.

     3.2. Ownership of  Inventions.  Each party shall own an undivided  one-half
          interest in Joint Inventions. Each inventor shall assign all rights in
          a Joint  Invention  to PE and PE shall assign (and hereby does assign)
          an  undivided  one-half  interest  in each  such  Joint  Invention  to
          Quantech.  If either  party deems it  appropriate,  the parties  shall
          retain mutually  acceptable  patent counsel to render an opinion as to
          the  patentability  of a Joint  Invention  and to prepare,  file,  and
          prosecute  such patent  applications  as may reasonably be required to
          provide  protection for such Joint  Inventions.  With respect to Joint
          Inventions, PE shall not grant any license under its rights therein to
          any third party to make,  have made,  use or sell Medical  Diagnostics
          and Quantech  shall not grant any license under its rights  therein to
          any third party to make, have made, use or sell products which are not
          Medical  Diagnostics.  Should  either  party  choose to bring suit for
          infringement by a third party of any patent in a Joint Invention,  the
          party bringing suit shall have the right to joint the other party as a
          party to the suit to the extent  required by law,  provided  the party
          bringing suit must indemnify, defend and hold the other party harmless
          against  any  costs,  fees,  damages,  liabilities  or other  expenses
          relating  thereto.  The  parties  agree to execute and  exchange  upon
          request  such  documents as may be necessary or desirable to carry out
          the provisions of this Section 3.2. Each party shall have the right to
          practice in its  respective  field  Joint  Inventions  throughout  the
          Territory without accounting to the other party.


4.   ROYALTIES AND REPORTS

     4.1. Royalties.  Quantech  shall pay Total  Royalties  on sales of Licensed
          Products as follows:

          a)   Quantech shall pay  Consumable  Royalties of 8% of Quantech's Net
               Sales of Licensed Consumables. Quantech shall pay such Consumable
               Royalties for Licensed  Consumables  disclosed in the Provisional
               Patent  Application  and claimed in any other patent  application
     
<PAGE>

               giving  rise to  Patent  Rights;  provided,  however,  that if no
               patent claiming priority from the Provisional  Patent Application
               actually issue in the United States, Japan or the European Patent
               Office within the first five (5) Royalty  Years,  the  Consumable
               Royalty  shall  be  reduced  to 4% of  Quantech's  Net  Sales  of
               Licensed  Consumables  until such date as PE notifies Quantech in
               writing that such a patent has been issued by at least one of the
               United States,  Japan and the European Patent Office. On any such
               date, the Consumable Royalties on any Licensed Consumable falling
               within the scope of any claim of such issued  patent  shall again
               be 8% of Quantech's Net Sales of Licensed Consumables.

          b)   Quantech shall pay  Instrument  Royalties of 4% on Quantech's Net
               Sales of  Royalty-Bearing  Instruments.  Quantech  shall pay such
               Instrument Royalties for Royalty-Bearing Instruments disclosed in
               the  Provisional  Patent  Application  and  claimed  in any other
               patent  application  giving  rise  to  Patent  Rights;  provided,
               however, that if no patent claiming priority from the Provisional
               Patent Application actually issues in the United States, Japan or
               the  European  Patent  Office  within the first five (5)  Royalty
               Years,  the  Instrument   Royalty  shall  be  reduced  to  2%  of
               Quantech's Net Sales of  Royalty-Bearing  Instruments  until such
               date as PE notifies  Quantech  in writing  that such a patent has
               been issued by at least one of the United  States,  Japan and the
               European  Patent  Office.   On  any  such  date,  the  Instrument
               Royalties on any  Royalty-Bearing  Instruments falling within the
               scope of any claim of such  issued  patent  shall  again be 4% of
               Quantech's Net Sales of Royalty-Bearing Instruments.

          c)   Quantech  shall pay  Sublicense  Royalties of 15% of all Quantech
               Sublicensee Royalties.

     4.2. Minimum Royalties. Quantech does not need to make any minimum payments
          to PE for any of the first 3 Royalty  Years.  At the  beginning of the
          fourth  Royalty  Year,  and for every  Royalty  Year  thereafter,  the
          Minimum  Royalty shall be $500,000 for a given year. If the cumulative
          Total  Royalties  payable  under  Section  4.1 during the term of this
          Agreement,  including any Deficiency Payment (defined below), are less
          than the  cumulative  Minimum  Royalty at the end of any Royalty Year,
          Quantech shall pay, with the payment for the last Calendar Quarter for
          such Royalty Year, a  non-refundable  Deficiency  Payment in an amount
          sufficient  to bring the  total  payments  to PE up to the  cumulative
          Minimum  Royalty.  If Quantech  shall not make a sufficient and timely
          Deficiency Payment, PE may notify Quantech of its failure to reach the
         
<PAGE>

          cumulative Minimum Royalty. If Quantech shall fail to pay a sufficient
          Deficiency  Payment  within  two  months  of PE's  notice,  Quantech's
          license  rights  granted  in  Section 2 shall  immediately  terminate.
          Quantech  shall not have any right to a refund  of any  payments  made
          under this Section 4.2 upon termination of this Agreement.

     4.3. Status  Reports.  If Quantech  shall not have begun  selling  Licensed
          Products within one year of the Effective Date of this  Agreement,  at
          the end of each Calendar Quarter thereafter  Quantech shall deliver to
          PE a  Statement  of Intent  signed by a duly  authorized  employee  of
          Quantech   (initially   Gregory  Freitag)  stating  that  Quantech  is
          continuing  to pursue  commercialization  of  Licensed  Products.  The
          obligation  to  provide  such  quarterly  Statements  of Intent  shall
          terminate upon the earlier of the first royalty  payment under Section
          4.1 or the payment of the  Deficiency  Payment  under  Section 4.2. If
          Quantech  shall fail to timely  deliver a Statement of Intent,  PE may
          notify  Quantech of this  failure.  If  Quantech  fails to deliver the
          Statement  of Intent  within  two  months of PE's  notice,  Quantech's
          license rights granted in Section 2 shall immediately terminate.

     4.4. Reports and  Payments.  Within  thirty (30) days after the end of each
          Calendar  Quarter,  Quantech  shall  provide PE with a written  report
          itemizing  the  number  of  Licensed  Consumables  and the  number  of
          Licensed  Instruments  sold,  the Net  Sales  price  of each  Licensed
          Product and a calculation of the Royalty for such Calendar Quarter. PE
          shall respond in writing to confirm  agreement with reported sales and
          proposed  payments  which will cause  Quantech to pay the entire Total
          Royalties to PE within 30 days.

     4.5. Records.  Quantech agrees to keep accurate written records  sufficient
          in detail to enable the  royalties  payable  under this  Agreement  by
          Quantech to be determined and verified.  Such records for a particular
          calendar  year shall be retained by Quantech  for a period  consistent
          with its then corporate record retention policy.

     4.6. Audit of Records.  Upon reasonable  notice and during regular business
          hours,  Quantech  shall make  available  such  records for audit by an
          independent  accountant  selected by PE to verify the  accuracy of the
          reports  provided to PE.  Such  audits  shall be at the expense of PE,
          provided,  however,  that if any such audit  reveals  underpayment  of
          royalties by the greater of $50,000 or 10% then Quantech shall pay the
          cost of such audit.


5.   TERM AND TERMINATION

     5.1. Term. Unless license rights are otherwise  terminated under provisions
          of this Article 5,  royalties  owed pursuant to this  Agreement  shall
          continue  for twenty  years from the  execution  of this  Agreement or
<PAGE>     

          until the expiration of all Patent Rights,  whichever is later,  after
          which the Quantech License shall be deemed fully paid-up.

     5.2. Termination.  If either  party  breaches  any of the  material  terms,
          conditions or agreements of this  Agreement,  then the other party may
          terminate this Agreement,  at its option and without  prejudice to any
          of its other legal and equitable  rights and  remedies,  by giving the
          breaching  party  thirty  (30) days  notice in  writing,  particularly
          specifying  the  breach.  Such  notice  of  termination  shall  not be
          effective if the other party cures the  specified  breach  within such
          thirty (30) day period,  or, in the case of  breaches  not  reasonably
          curable within such thirty (30) days, if such party commences the cure
          thereof  within  such  thirty  (30)  days  and  diligently  thereafter
          prosecutes such cure.

     5.3. Survival. Without limitation,  termination of this Agreement shall not
          relieve  Quantech from its obligation to make all royalty payments and
          reports,  including a terminal report,  provided for herein.  PE shall
          have the right to make a final  audit  within 60 days after  receiving
          Quantech's terminal report.

     5.4. Sale of  Inventory.  Upon  termination  of the  Licenses  pursuant  to
          Section 5.2,  Quantech  shall cease  production of Licensed  Products.
          Quantech  shall  be  permitted  to  sell  its  inventory  of  Licensed
          Products,  and shall provide PE with a terminal  royalty report within
          30 days after the last such sale of Licensed Products.

     5.5. Sublicenses.  Termination  of this Agreement  shall cause  sublicenses
          granted hereunder to revert to PE.

     5.6. End-User Licenses. Any license to end users will remain in effect upon
          termination of this agreement and at no additional  payment by the end
          user.


6.   CONFIDENTIALITY

     6.1. Intellectual   Property.   The   parties   acknowledge   that  the  PE
          Confidential Information and the Quantech Confidential Information are
          proprietary  and  confidential.   The  parties   respectively   agree,
          therefore, to make all commercially reasonable efforts to preserve the
          confidentiality of such information.  Notwithstanding the foregoing, a
          party may disclose such information as follows:

          a)   If disclosure is required by any  applicable  government  agency,
               regulation,  or  statute;  however,  the  other  party  shall  be
               notified in time to permit it to obtain a  protective  order with
               respect to such Confidential Information; or

          b)   If prior written consent is obtained from the other party.


<PAGE>

     6.2. Disclosure   of   Agreement.   Neither   party  may  make  any  public
          announcement  regarding this Agreement or otherwise disclose the terms
          of this Agreement without the prior approval of the other party except
          as required by law.


7.   QUANTECH'S REPRESENTATIONS AND WARRANTIES

     7.1. Right to Grant License.  Quantech  represents and warrants to PE that,
          aside from the  restrictions  on it set forth in the Serono  Agreement
          (as  defined  in  the  December  Agreement),   it  has  the  full  and
          unrestricted right to enter into this Agreement.

     7.2. Product  Liability.  Quantech  hereby agrees to indemnify,  defend and
          hold PE  harmless  from  and  against  any and  all  claims,  actions,
          liabilities, damages, losses, costs and expenses, including reasonable
          attorneys'  fees,  in  connection  with any product  liability  claims
          arising in  connection  with this  License  Agreement  or any Licensed
          Products  Quantech  manufactures,  has  manufactured,  uses  or  sells
          hereunder.

     7.3. Limitation  of  Representations.  Nothing in this  Agreement  shall be
          construed  as (i) a warranty or  representation  by Quantech  that any
          Licensed  Product or any process  practiced  under the PE License does
          not infringe any patents of third persons;  or (ii) a requirement that
          Quantech file any patent application,  secure any patent, maintain any
          patent in force, or bring or prosecute  actions or suits against third
          parties  for  infringement  of  any  patent;   or  (iii)  granting  by
          implication,  estoppel,  or  otherwise  any  license  other  than that
          specifically granted herein.

     7.4. DISCLAIMER  OF  WARRANTIES.  THE  WARRANTY SET FORTH ABOVE IS PROVIDED
          ONLY TO PE AND IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED,
          WHICH ARE HEREBY  DISCLAIMED  AND EXCLUDED BY QUANTECH WITH RESPECT TO
          THE LICENSED PRODUCTS,  INCLUDING WITHOUT LIMITATION,  ANY WARRANTY OF
          MERCHANTABILITY,  FITNESS FOR A PARTICULAR  PURPOSE,  NON-INFRINGEMENT
          AND  WARRANTIES  ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.  NO
          AGENT,  EMPLOYEE OR  REPRESENTATIVE  OF QUANTECH HAS ANY  AUTHORITY TO
          BIND PE TO ANY  AFFIRMATION,  REPRESENTATION  OR  WARRANTY  EXCEPT  AS
          STATED IN THIS WRITTEN WARRANTY POLICY.


8.   PE'S REPRESENTATIONS AND WARRANTIES

     8.1. Right to Grant License. PE represents and warrants to Quantech that it
          has the full and  unrestricted  right to enter into this Agreement and
          to grant the licenses set forth in Section 2.


<PAGE>

     8.2. Product  Liability.  PE hereby  agrees to  indemnify,  defend and hold
          Quantech  harmless  from  and  against  any and all  claims,  actions,
          liabilities, damages, losses, costs and expenses, including reasonable
          attorneys'  fees,  in  connection  with any product  liability  claims
          arising in  connection  with this  License  Agreement  or any Licensed
          Products PE manufactures, has manufactured, uses or sells hereunder.

     8.3. Limitation  of  Representations.  Nothing in this  Agreement  shall be
          construed as (i) a warranty or representation by PE as to the validity
          or scope of any  Patent  Rights or that any  Licensed  Product  or any
          process  practiced  under the  Quantech  License does not infringe any
          patents  of  third  persons;  or (ii) a  requirement  that PE file any
          patent application,  secure any patent,  maintain any patent in force,
          or bring or  prosecute  actions or suits  against  third  parties  for
          infringement  of  any  patent;   or  (iii)  granting  by  implication,
          estoppel,  or  otherwise  any  license  other  than that  specifically
          granted herein.

     8.4. DISCLAIMER  OF  WARRANTIES.  THE  WARRANTY SET FORTH ABOVE IS PROVIDED
          ONLY TO QUANTECH  AND IS IN LIEU OF ALL OTHER  WARRANTIES,  EXPRESS OR
          IMPLIED,  WHICH ARE HEREBY DISCLAIMED AND EXCLUDED BY PE, WITH RESPECT
          TO THE PATENT RIGHTS, PE KNOW-HOW OR ANY LICENSED PRODUCTS,  INCLUDING
          WITHOUT  LIMITATION,  ANY WARRANTY OF  MERCHANTABILITY,  FITNESS FOR A
          PARTICULAR  PURPOSE,  NON-INFRINGEMENT  AND  WARRANTIES  ARISING  FROM
          COURSE  OF  DEALING  OR  USAGE  OF  TRADE.   NO  AGENT,   EMPLOYEE  OR
          REPRESENTATIVE  OF PE HAS ANY AUTHORITY TO BIND PE TO ANY AFFIRMATION,
          REPRESENTATION  OR WARRANTY EXCEPT AS STATED IN THIS WRITTEN  WARRANTY
          POLICY.


9.   LITIGATION

     9.1. Charges of  Quantech  Infringement.  If notice is  received  by either
          party charging that any Licensed Product(s) made by, made for, used by
          or sold by Quantech  infringes  any patent,  copyright,  trade secret,
          intellectual property, or other proprietary right of such third party,
          the party  receiving such notice will promptly  notify the other party
          to this  Agreement.  Quantech and PE agree to enter into  discussions,
          and where necessary,  to work out, if possible,  a mutually acceptable
          change in such Licensed Product(s) to avoid such alleged infringement.
          If no such mutually  satisfactory  change can be worked out,  Quantech
          and PE agree to collaborate and enter into discussions with such third
          party for the purpose of  negotiating a  settlement.  If no settlement
          can be  agreed  upon,  Quantech  shall  have  the  right  but  not the
          obligation to defend any suit for  infringement  brought against it by
          the third  party.  If  Quantech  shall  elect  not to  defend  such an
          infringement  suit,  Quantech shall promptly  notify PE to that effect
          and PE shall  thereafter  have the  right  but not the  obligation  to
          defend the suit.

<PAGE>

     9.2. Charges of Third  Party  Infringement.  If either  party  knows or has
          reason to believe that any rights in any Joint Invention or any rights
          under  the  Patent  Rights,   Quantech  Intellectual  Property  or  PE
          Intellectual  Property licensed hereunder is being infringed directly,
          by  inducement,   or  contributorily  by  a  third  party,  the  party
          possessing  such knowledge or belief shall  promptly  notify the other
          party  thereof.  PE shall have the first  right to  commence  judicial
          proceedings  for its own benefit to attempt to stop such  infringement
          but shall not be  obligated  to do so. If,  within one hundred  eighty
          (180) days after first  obtaining such knowledge or belief  concerning
          infringement,  PE has failed  either to stop such  infringement  or to
          initiate  judicial  proceedings,  or if PE in  writing  so  authorizes
          Quantech,  Quantech  shall  have  the  right to  initiate  for its own
          benefit such judicial  proceedings in its own name provided,  however,
          that Quantech shall indemnify, defend and hold PE harmless against any
          costs, fees, damages,  liabilities or other expenses relating thereto.
          The party initiating judicial  proceedings shall be entitled to retain
          any award resulting therefrom.

     9.3. Validity and  Construction.  If a judgment or decree is entered in any
          proceeding in which the validity or  infringement  of any claim of any
          Patent Rights is in issue, which judgment or decree is not appealed or
          further appealable (such judgment or decree being hereinafter referred
          to as an "Irrevocable Judgment"),  the validity of and/or construction
          placed  upon  any  such  claim  by  the  Irrevocable   Judgment  shall
          thereafter  be  followed.   If  there  are  two  or  more  conflicting
          Irrevocable  Judgments with respect to the same claim, the decision of
          the higher court shall be followed.  If an Irrevocable  Judgment holds
          one or more of the Patent  Rights or any claims  thereof to be invalid
          or  unenforceable,  Quantech hereby agrees,  in  consideration  of its
          freedom  to  make,  use  and  sell  Licensed  Products  prior  to such
          Irrevocable  Judgment  without  fear  of  suit  by  PE,  and  of  PE's
          refraining from bringing suit against Quantech for  infringement,  and
          regardless of whatever  action  Quantech might take subsequent to such
          Irrevocable  Judgment,  that it shall not be entitled to the retention
          or return of any  royalties,  Deficiency  Payment or  Minimum  Royalty
          Payment  payable or paid by Quantech to PE hereunder prior to the date
          of such Irrevocable Judgment.


10.  MISCELLANEOUS PROVISIONS

     10.1.Trademarks.  Nothing in this Agreement shall be deemed to grant either
          party  any  right to use any  trademark  owned by the  other  party in
          connection with the sales of the party's products.

<PAGE>

     10.2.Marking.  Quantech shall use all  commercially  reasonable  efforts to
          see to it that all  Licensed  products  sold  shall  be  appropriately
          marked with the applicable  patent number(s) of the Patent Rights,  in
          conformity with applicable law.

     10.3.LIMITATION  OF REMEDIES.  PE SHALL HAVE NO LIABILITY TO ANY PERSON FOR
          INDIRECT,   INCIDENTAL,   CONSEQUENTIAL  OR  SPECIAL  DAMAGES  OF  ANY
          DESCRIPTION,  WHETHER ARISING OUT OF WARRANTY OR CONTRACT,  NEGLIGENCE
          OR OTHER  TORT,  OR  OTHERWISE,  INCLUDING,  WITHOUT  LIMITATION,  ANY
          DAMAGES RESULTING FROM LOST PROFITS OR LOST BUSINESS OPPORTUNITY.

     10.4.Survival.    All   of    the    representations,    warranties,    and
          indemnifications  made in this  Agreement and all terms and provisions
          hereof  intended to be observed and performed by the parties after the
          termination  hereof,  including the  obligations  of  confidentiality,
          shall survive such  termination and continue  thereafter in full force
          and effect.

     10.5.Complete  Agreement.  This Agreement  constitutes the entire agreement
          of the parties  with respect to the subject  matter  described in this
          Agreement and shall supersede all previous  negotiations,  commitments
          or writings  regarding  such subject  matter,  including  the December
          Agreement.

     10.6.Waiver,   Discharge,   etc.  This   Agreement  may  not  be  released,
          discharged, abandoned, changed or modified in any manner, except by an
          instrument in writing  signed on behalf of each of the parties to this
          Agreement  by their duly  authorized  representatives.  The failure of
          either  party to  enforce  at any time any of the  provisions  of this
          Agreement  shall in no way be  construed  to be a  waiver  of any such
          provision,  nor in any way to affect the validity of this Agreement or
          any part of it or the right of either  party after any such failure to
          enforce each and every such provision. No waiver of any breach of this
          Agreement  shall be held to be a  waiver  of any  other or  subsequent
          breach.

     10.7.Applicable  Law. This Agreement  shall be governed by, and interpreted
          in accordance with the laws of the State of New York.

     10.8.Successors  and  Assigns.  This  Agreement  shall be binding  upon and
          inure to the  benefit  of the  parties  to this  Agreement  and  their
          successors or assigns,  provided  that,  except as otherwise  provided
          herein,  the  rights  and  obligations  of  either  party  under  this
          Agreement may not be assigned without the written consent of the other
          party, which consent shall not be unreasonably withheld.

     10.9.Execution in  Counterparts.  This  Agreement may be executed in one or
          more  counterparts,  all of which shall be considered one and the same
          agreement,  and  shall  become a  binding  agreement  when one or more
          counterparts  have been signed by each party and delivery to the other
          party.

<PAGE>

    10.10.Titles  and  Headings;  Construction.  The  titles  and   headings  to
          Sections herein are inserted for the convenience of reference only and
          are  not  intended  to be a  part  of  or to  affect  the  meaning  or
          interpretation  of this  Agreement.  This Agreement shall be construed
          without regard to any presumption or other rule requiring construction
          hereof against the party causing this Agreement to be drafted.

    10.11.Benefit.  Nothing   in  this   Agreement,  expressed  or  implied,  is
          intended  to confer  on any  person  other  than the  parties  to this
          Agreement  or their  respective  successors  or  assigns,  any rights,
          remedies,  obligations  or  liabilities  under  or by  reason  of this
          Agreement.

    10.12.Notices.  Any  notice  or other  communication  required or  permitted
          under this  Agreement  shall be in writing and shall be deemed to have
          been given,  when  received,  if personally  delivered or delivered by
          telegram,  telex or facsimile,  or, when  deposited,  if placed in the
          U.S.  Mails for  delivery by  registered  or  certified  mail,  return
          receipt  requested,  postage  prepaid and addressed to the appropriate
          party at the addresses set forth on the first page of this  Agreement.
          Addresses  may be changed  by written  notice  given  pursuant  to the
          provisions of this  paragraph;  however,  any such notice shall not be
          effective,  if mailed, until five (5) working days after depositing in
          the U.S. Mails or when actually received, whichever occurs first.

    10.13.Severability.  If  any  provision of this Agreement is held invalid by
          a court of competent  jurisdiction,  the  remaining  provisions  shall
          nonetheless be enforceable  according to their terms.  Further, if any
          provision is held to be overbroad as written,  such provision shall be
          deemed amended to narrow its  application  to the extent  necessary to
          make the provision  enforceable  according to applicable law and shall
          be enforced as amended.

    10.14.Execution  of Further  Documents.  Each  party  agrees  to execute and
          deliver  without  further   consideration  any  further  applications,
          licenses,  assignments or other  documents,  and to perform such other
          lawful acts as the other party may reasonably  require to fully secure
          and/or evidence the rights or interests herein.

<PAGE>

IN WITNESS WHEREOF, each of the parties has caused this Agreement to be executed
in the manner appropriate to each, effective as of the date first above written.


Quantech Ltd.                             The Perkin-Elmer Corporation


By:                                       By:
Name:    Gregory G. Freitag               Name:     David H. Tracy

Title:   COO & CFO                        Title:    VP, AI Science & Technology