Exhibit 10.3


EIGHTH AMENDMENT AND CONSENT TO THIRD AMENDED AND
RESTATED CREDIT AGREEMENT


EIGHTH AMENDMENT AND CONSENT TO THIRD AMENDED AND RESTATED CREDIT
AGREEMENT, dated as of October 30, 2006 (this “Amendment”), to the Third
Amended and Restated Credit Agreement dated as of June 30, 2005 (as amended,
restated, supplemented or otherwise modified from time to time, the “Credit
Agreement”), by and among General Electric Capital Corporation, as Agent
(in such capacity, “Agent”), Inverness Medical Innovations, Inc. (“Innovations”),
Wampole Laboratories, LLC (“US Borrower”) and Inverness Medical (UK)
Holdings Limited (“European Borrower”, together with US Borrower,
collectively, “Borrowers”), the other Credit Parties signatory thereto,
Merrill Lynch Capital, a division of Merrill Lynch Business Financial Services
Inc., as documentation agent and co-syndication agent, and the lenders
signatory thereto from time to time (collectively, the “Lenders”).


W  I  T  N  E
S  S  E  T  H


WHEREAS, Borrowers have informed Agent that Innovations and IVC
Industries, Inc. (“IVC”) have made arrangements to lease certain
equipment (collectively, the “Equipment”) pursuant to the lease
amendments attached hereto as Exhibit A under the Master Lease
Agreement dated July 17, 2006 between Innovations, IVC and Wachovia Financial
Services, Inc. (“Wachovia”) attached hereto as Exhibit B (the “Wachovia
Lease Transaction”);


WHEREAS, IVC has made deposits against the purchase price of the
Equipment which will be refunded to IVC at such time as Wachovia makes payment
in full to, and takes title to the Equipment from, the respective vendors; and


WHEREAS, Borrowers have also requested that Agent and Requisite Lenders
amend the Credit Agreement, and Agent and Requisite Lenders have agreed to
amend the Credit Agreement, on the terms and subject to the conditions set
forth herein.


NOW THEREFORE, in consideration of the premises and for other good and
valuable consideration, the receipt, adequacy and sufficiency of which are
hereby acknowledged, the parties hereto agree as follows:


1.             Definitions.  Capitalized terms not otherwise defined
herein, including in the recitals, shall have the meanings ascribed to them in
the Credit Agreement.


2.             Amendments to Credit
Agreement.


(a)           Amendment
to Section 6.2 of the Credit Agreement. 
Section 6.2 of the Credit Agreement is hereby amended, as of
the Eighth Amendment Effective Date (as hereinafter defined), by deleting
clauses (g) and (h) therein in their entirety and replacing them with
following:


“(g) the Credit Parties may
make investments permitted under Section 6.1 and any Person joining the
Credit Agreement as a Credit Party pursuant to Section 6.1 or by
consent of the Lenders may retain any investments held and


 



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disclosed prior to such
acquisition and not made in contemplation of such acquisition; (h) so long as
no Default or Event of Default has occurred and is continuing before and after
giving effect to any investment or loan referred to in this clause (h) and
Administrative Borrower has provided Agent with at least three (3) Business
Days notice of such investment or loan, the Credit Parties may make and hold
additional investments and loans not otherwise permitted by this Section 6.2,
provided, that (i) the aggregate amount (the amount of each investment
or loan being measured at the time of the investment or loan) of such
investments and loans permitted by this clause (h) shall not exceed
$15,000,000 (or the Equivalent Amount thereof) at any one time outstanding and
(ii) the Non-Stock Investments and Loans permitted by this clause (h) shall not
exceed $10,000,000 (or the Equivalent Amount thereof) at any time, and provided,
further, that if any investment under this clause (h) is in connection
with the purchase of equity, the Credit Parties shall, within thirty (30) days
after such purchase, provide Agent with (A) a pledge of the equity so
purchased, together with undated powers of transfer executed in blank and (B)
upon request of Agent, a legal opinion in respect of the pledge of such equity
in form and substance satisfactory to Agent;”


(b)           Amendment
to Section 6.5 of the Credit Agreement. 
Section 6.5 of the Credit Agreement is hereby amended, as of
the Eighth Amendment Effective Date, by deleting the word “and” before clause “(y)”
in subsection (b)(i) of such Section and inserting at the end of clause (y)
therein the following:


“, and (z) to
the extent permitted by Section 6.2(h),”


(c)           Amendment
to Section 6.20 of the Credit Agreement. 
Section 6.20 of the Credit Agreement is hereby amended, as
of the Eighth Amendment Effective Date, by deleting the word “and” before
clause “(x)” therein, renumbering clause “(x)” therein to “(xii)”, and
inserting directly before such clause a new clause “(x)” and clause “(xi)” to
read as follows:


“(x) the
making of investments to the extent permitted by Section 6.2, and (xi)
the issuance of the Stock of Innovations to the extent permitted by Section
6.5, and”


(d)           Amendment
to Annex A of the Credit Agreement.  Annex
A of the Credit Agreement is hereby amended, as of the Eighth Amendment
Effective Date, by inserting the following new definition, in the applicable
alphabetical order:


“‘Non-Stock
Investments and Loans’ means investments and loans to the extent made with
consideration other than the common Stock of Innovations.”


3.             Waiver.  Notwithstanding anything to the contrary in Section 6.20
of the Credit Agreement, Agent and Requisite Lenders hereby waive, as of
September 29, 2006, any breach of Section 6.20 of the Credit
Agreement resulting from the purchase of common Stock and warrants to purchase
common Stock of Chembio Diagnostics, Inc. (“Chembio”) by Innovations
pursuant to that certain Securities Purchase Agreement dated as of September
29,



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2006 by and among Chembio
and the purchasers thereto, in an aggregate amount of $2,000,000 (the “Chembio
Investment”).


4.             Acknowledgement Regarding
Wachovia Lease Transaction.  Agent
and Requisite Lenders hereby acknowledge, based solely on the documentation
submitted to it by the Credit Parties to date, that the Wachovia Lease
Transaction is neither prohibited nor restricted in any way by Section 6.8
and Section 6.12 of the Credit Agreement.


5.             Remedies.  This Amendment shall constitute a Loan
Document.  The breach by any Credit Party
of any representation, warranty, covenant or agreement in this Amendment shall
constitute an immediate Event of Default hereunder and under the other Loan
Documents.


6.             Representations and
Warranties.  To induce Agent and
Requisite Lenders to enter into this Amendment, the Credit Parties hereby,
jointly and severally, represent and warrant that:


(a)           The
execution, delivery and performance by each Credit Party of this Amendment and
the performance of the Credit Agreement, as amended by this Amendment (the “Amended
Credit Agreement”): (i) are within such Person’s corporate, company or
partnership power; (ii) have been (or will be prior to execution thereof)
duly authorized by all necessary corporate, limited liability company or
limited partnership action; (iii) do not contravene any provision of such
Person’s charter, bylaws or equivalent constitutive documents or partnership or
operating agreement, as applicable; (iv) do not violate any law or
regulation, or any order or decree of any court or Governmental Authority;
(v) do not conflict with or result in the breach or termination of,
constitute a default under or accelerate or permit the acceleration of any
performance required by, any indenture, mortgage, deed of trust, lease,
agreement or other instrument to which such Person is a party or by which such
Person or any of its property is bound; (vi) do not result in the creation
or imposition of any Lien upon any of the property of such Person, other than a
Lien in favor of Agent; and (vii) do not require the consent or approval
of any Governmental Authority or any other Person except those which will have
been duly obtained, made or complied with prior to the Eighth Amendment
Effective Date.


(b)           This
Amendment has been duly executed and delivered by or on behalf of each of the
Credit Parties.


(c)           This
Amendment and the Amended Credit Agreement constitutes a legal, valid and
binding obligation of each of the Credit Parties, enforceable against each of
them in accordance with its terms, except as enforcement may be limited by
bankruptcy, insolvency, fraudulent conveyance or transfer or other laws
affecting creditors’ rights generally or by equitable principals of general
applicability.


(d)           No Default or
Event of Default has occurred and is continuing or would result after giving
effect to the provisions of this Amendment.


(e)           No action,
claim or proceeding is now pending or, to the knowledge of any Credit Party,
threatened against such Credit Party, at law, in equity or otherwise, before
any court, board, commission, agency or instrumentality of any foreign,



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federal, state, or local
government or of any agency or subdivision thereof, or before any arbitrator or
panel of arbitrators, which (i) challenges any Credit Party’s right or
power to enter into or perform any of its obligations under this Amendment or
any other Loan Document to which it is or will be, a party, or the validity or
enforceability of this Amendment, the Amended Credit Agreement or any Loan
Document or any action taken thereunder, or (ii) has a reasonable risk of
being determined adversely to any Credit Party and that, if so determined,
could reasonably be expected to have a Material Adverse Effect after giving
effect to this Amendment.


(f)            The
representations and warranties of the Credit Parties contained in the Amended
Credit Agreement and each other Loan Document shall, after giving effect
hereto, be true and correct on and as of (i) the date hereof, and (ii) the
Eighth Amendment Effective Date, in each case, with the same effect as if such
representations and warranties had been made on and as of such date, except
that any such representation or warranty which is expressly made only as of a
specified date need be true only as of such date.


7.             No
Amendments/Waivers/Consents.  Except
as expressly provided herein (a) the Credit Agreement and the other Loan
Documents shall be unmodified and shall continue to be in full force and effect
in accordance with their terms, (b) the acknowledgements, consents and
agreements of the Agent and Requisite Lenders set forth herein shall be limited
strictly as written and shall not constitute an acknowledgement, consent or
agreement to any transaction not specifically described in connection with any
such consent and/or agreement, and (c) this Amendment shall not be deemed a
waiver of any term or condition of any Loan Document and shall not be deemed to
prejudice any right or rights which Agent or any Lender may now have or may
have in the future under or in connection with any Loan Document or any of the
instruments or agreements referred to therein, as the same may be amended from
time to time.


8.             Affirmation of
Obligations.  Each of the Credit
Parties hereby acknowledges, agrees and affirms (a) its obligations under the
Credit Agreement and the other Loan Documents, including, without limitation,
its guaranty obligations thereunder, (b) that such guaranty shall apply to the
Obligations in accordance with the terms thereof, (c) the grant of the security
interest in all of its assets pursuant to the Loan Documents and (d) that such
liens and security interests created and granted are valid and continuing and
secure the Obligations in accordance with the terms thereof.


9.             Outstanding Indebtedness;
Waiver of Claims.  Each of Borrowers
and the other Credit Parties hereby acknowledges and agrees that as of October
30, 2006, (a) the outstanding balance of the European Revolving Loan is $0, (b)
the outstanding balance of the US Revolving Loan is $0, (c) the outstanding
balance of the US Term Loan is $44,887,500, and (d) the outstanding balance of
European Term Loan is $0.  Borrowers and
each other Credit Party hereby waive, release, remise and forever discharge
Agent, Lenders and each other Indemnified Person from any and all claims,
suits, actions, investigations, proceedings or demands arising out of or in
connection with the Credit Agreement (collectively, “Claims”), whether
based in contract, tort, implied or express warranty, strict liability,
criminal or civil statute or common law of any kind or character, known or
unknown, which any Borrower or any other Credit Party ever had, now has or
might hereafter have against Agent or Lenders which relates, directly or
indirectly, to any acts or omissions of Agent, Lenders or any other Indemnified
Person on or prior to the Eighth Amendment Effective Date; provided,
that no Borrower nor any other Credit



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Party waives any Claim
solely to the extent such Claim relates to Agent’s or any Lender’s gross
negligence or willful misconduct.


10.           Expenses.  Borrowers hereby reconfirm their obligations
pursuant to Section 11.3 of the Credit Agreement to pay and reimburse
Agent for all reasonable costs and expenses (including, without limitation,
reasonable fees of counsel) incurred in connection with the negotiation,
preparation, execution and delivery of this Amendment and all other documents
and instruments delivered in connection herewith.


11.           Effectiveness.  Upon satisfaction in full in the judgment of
Agent of each of the following conditions, this Amendment shall be deemed
effective as of October 30, 2006 (the “Eighth Amendment Effective Date”):


(a)           Amendment.  Agent shall have received four (4) original
signature pages to this Amendment, duly executed and delivered by Agent,
Requisite Lenders, and each of the Credit Parties.


(b)           Payment of
Expenses.  Borrowers shall have paid
to Agent all costs, fees and expenses owing in connection with this Amendment
and the other Loan Documents and due to Agent (including, without limitation,
reasonable legal fees and expenses).


(c)           Representations
and Warranties.  The representations
and warranties of or on behalf of each of the Credit Parties in this Amendment
shall be true and correct on and as of the date hereof.


(d)           Chembio
Warrant.  Within ten (10) days of the
date hereof, Agent shall have received a pledge of the warrants issued by
Chembio to Innovations, together with undated powers of transfer executed in
blank pursuant to the Chembio Investment.


(e)           Chembio
Opinion.  Agent shall have received a
legal opinion in respect of the pledge of Stock and warrants under the Chembio
Investment in form and substance satisfactory to Agent.


12.           GOVERNING LAW.  THIS AMENDMENT SHALL BE GOVERNED BY, AND
INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.


13.           Counterparts.  This Amendment may be executed by the parties
hereto on any number of separate counterparts and all of said counterparts
taken together shall be deemed to constitute one and the same instrument.


[SIGNATURE PAGES FOLLOW]



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IN WITNESS WHEREOF, this Amendment has been duly executed as of the
date first written above.


	
  

  	
  BORROWERS

  
	
   

  	
   

  
	
   

  	
  WAMPOLE LABORATORIES, LLC

  
	
   

  	
  INVERNESS MEDICAL (UK) HOLDINGS

  
	
   

  	
  LIMITED

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David Teitel

  
	
   

  	
  Name:

  	
  David Teitel

  
	
   

  	
  Title:

  	
  Vice President, Authorized Signatory

  



 









 



 


	
  

  	
  AGENT AND LENDERS

  
	
   

  	
   

  
	
   

  	
  GENERAL ELECTRIC CAPITAL

  
	
   

  	
  CORPORATION, as Agent and a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Andrew Moore

  
	
   

  	
   

  	
  Duly Authorized Signatory

  



 









 



 


	
  

  	
  MERRILL LYNCH CAPITAL, a division of

  
	
   

  	
  Merrill Lynch Business Financial Services Inc.,

  
	
   

  	
  as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Illegible

  
	
   

  	
   

  	
  Duly Authorized Signatory

  



 









 



 


	
  

  	
  LASALLE BANK NATIONAL ASSOCIATION,

  
	
   

  	
  as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  



 









 



 


	
  

  	
  MARATHON SPECIAL OPPORTUNITY CLO I, 

  
	
   

  	
  LTD.,as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Marathon Asset Management, LLC, its

  
	
   

  	
   

  	
  Portfolio Manager and Authorized Signatory

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Lois T. Hanover

  
	
   

  	
  Name:

  	
  Lois T. Hanover

  
	
   

  	
  Title:

  	
  Authorized Signatory

  



 









 



 


	
  

  	
  DRYDEN IV - LEVERAGED LOAN
  CDO 2003,

  
	
   

  	
  as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Prudential Investment
  Management, Inc.,

  
	
   

  	
   

  	
  as Collateral Manager

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  DRYDEN V - LEVERAGED LOAN
  CDO 2003, as

  
	
   

  	
  a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Prudential Investment
  Management, Inc., 

  
	
   

  	
   

  	
  as Collateral Manager

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  DRYDEN VII - LEVERAGED
  LOAN CDO 2004,

  
	
   

  	
  as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Prudential Investment
  Management, Inc., 

  
	
   

  	
   

  	
  as Collateral Manager

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  DRYDEN VIII - LEVERAGED
  LOAN CDO 2005,

  
	
   

  	
  as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Prudential Investment
  Management, Inc., 

  
	
   

  	
   

  	
  as Collateral Manager

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  



 









 



 


The following Persons are signatories to this
Amendment in their capacity as Credit Parties and not as Borrowers.


	
  

  	
  INVERNESS MEDICAL INNOVATIONS, INC.

  
	
   

  	
  APPLIED BIOTECH, INC.

  
	
   

  	
  ADVANTAGE DIAGNOSTICS CORPORATION

  
	
   

  	
  FOREFRONT DIAGNOSTICS, INC.

  
	
   

  	
  INVERNESS MEDICAL INTERNATIONAL 

  
	
   

  	
  HOLDING CORP.

  
	
   

  	
  INVERNESS MEDICAL INTERNATIONAL 

  
	
   

  	
  HOLDING CORP. II

  
	
   

  	
  INVERNESS MEDICAL, INC.

  
	
   

  	
  INNOVATIONS RESEARCH, LLC

  
	
   

  	
  ISCHEMIA TECHNOLOGIES, INC.

  
	
   

  	
  IVC INDUSTRIES, INC.

  
	
   

  	
  INNOVACON, INC.

  
	
   

  	
  OSTEX INTERNATIONAL, INC.

  
	
   

  	
  SELFCARE TECHNOLOGY, INC.

  
	
   

  	
  BINAX, INC.

  
	
   

  	
  INVERNESS MEDICAL — BIOSTAR, INC.

  
	
   

  	
  UNIPATH ONLINE, INC.

  
	
   

  	
  RICH HORIZONS INTERNATIONAL LIMITED

  
	
   

  	
  CAMBRIDGE DIAGNOSTICS IRELAND 

  
	
   

  	
  LIMITED

  
	
   

  	
  DMD, DIENSTLEISTUNGEN & VERTRIEB FÜR

  
	
   

  	
  MEDIZIN UND
  DIAGNOSTIK GMBH

  
	
   

  	
  INVERNESS MEDICAL CANADA, INC.

  
	
   

  	
  INVERNESS MEDICAL EURASIA LIMITED

  
	
   

  	
  INVERNESS MEDICAL FRANCE SAS

  
	
   

  	
  INVERNESS MEDICAL GERMANY GMBH

  
	
   

  	
  SCANDINAVIAN MICRO BIODEVICES APS

  
	
   

  	
  STIRLING MEDICAL INNOVATIONS LIMITED

  
	
   

  	
  INVERNESS MEDICAL SWITZERLAND GMBH

  
	
   

  	
  UNIPATH DIAGNOSTICS GMBH

  
	
   

  	
  INVERNESS MEDICAL DEUTSCHLAND 

  
	
   

  	
  GMBH

  
	
   

  	
  INVERNESS MEDICAL JAPAN, LTD.

  
	
   

  	
  INVERNESS MEDICAL IBERICA, S.A.

  
	
   

  	
  INVERNESS MEDICAL SPAIN, S.L.U.

  
	
   

  	
  UNIPATH LIMITED

  
	
   

  	
  IVD MANAGEMENT LIMITED

  
	
   

  	
  INVERNESS MEDICAL INVESTMENTS, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David Teitel

  
	
   

  	
  Name:

  	
  David Teitel

  



 









 



 


	
  

  	
  Title:

  	
  Vice President — Finance, Vice President — 

  
	
   

  	
   

  	
  Finance, Vice President — Finance, Vice

  
	
   

  	
   

  	
  President — Finance, President, President,

  
	
   

  	
   

  	
  Vice President — Finance, Vice President — 

  
	
   

  	
   

  	
  Finance, Vice President — Finance, Vice

  
	
   

  	
   

  	
  President — Finance, Vice President —

  
	
   

  	
   

  	
  Finance, Vice President — Finance, Vice

  
	
   

  	
   

  	
  President — Finance, Vice President — 

  
	
   

  	
   

  	
  Finance, Vice President — Finance, Vice

  
	
   

  	
   

  	
  President — Finance, Vice President,

  
	
   

  	
   

  	
  Authorized Person, Authorized Person,

  
	
   

  	
   

  	
  Authorized Person, Authorized Person,

  
	
   

  	
   

  	
  Authorized Person, Authorized Person,

  
	
   

  	
   

  	
  Authorized Person, Authorized Person,

  
	
   

  	
   

  	
  Authorized Person, Authorized Person

  
	
   

  	
   

  	
  Authorized Person, Authorized Person,

  
	
   

  	
   

  	
  Authorized Person, Authorized Person,

  
	
   

  	
   

  	
  Authorized Person, Authorized Person,

  
	
   

  	
   

  	
   Manager,
  respectively