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                                                                  EXHIBIT 10.13A

CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR CERTAIN REDACTED PROVISIONS OF
THIS AGREEMENT. THE REDACTED PROVISIONS ARE IDENTIFIED BY THREE ASTERISKS
ENCLOSED BY BRACKETS AND UNDERLINED. THE CONFIDENTIAL PORTION HAS BEEN FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION


                                    AGREEMENT



This Agreement is made on the date specified in Item 1 of Schedule 1.

Between:

TRIPLE G CORPORATION a company carrying on business at 2900 John St., Suite
#300, Markham, Ontario, Canada, L3R 5G3 ("Triple G")

And: Specialty Laboratories

THE PERSON SPECIFIED in Item 2 of Schedule 1 ("Customer")

In consideration of the mutual covenants and agreements contained herein, Triple
G and the Customer agree as follows:

1.       INTERPRETATION

1.1      DEFINITIONS. These words have the following meanings in this Agreement
         unless expressly stated otherwise herein:

         ADDITIONAL LICENSEE means a hospital or other healthcare institution
         which is permitted to use the Application Software and Run-Time
         Software in accordance with Section 2.6 hereof.

         ADDITIONAL LICENSE FEE means the amount payable by Customer to Triple G
         in respect of each Additional Licensee, which fee is described in
         Schedule 1, Item 12.

         AFFILIATE means an entity that is controlled by, controls, is under
         common control with another entity.

         AGREED MODIFICATIONS means the modifications to the Application
         Software or other programming set out in Schedule 3 hereof.

         AGREEMENT means this Agreement between Triple G and Customer, including
         the Exhibits and Schedules hereto, as amended from time to time in
         accordance with the terms hereof.

         APPLICATION SOFTWARE means the "Ultra" integrated pathology laboratory
         management system software comprising the software modules specified in
         Item 2 of Schedule 2 and including all modifications, enhancements or
         adaptations to such software by whomever made and any New Release or
         New Module of such software provided to the Customer by Triple G.

         APPROVED CONTRACTOR means a third party contractor engaged by Customer
         to modify the Source Code who has been approved in writing by Triple G
         and who has executed a Contractor Agreement.


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         APPROVED PURPOSES means the sole purpose of carrying out the internal
         business of the medical laboratory of the Customer or an approved
         Additional Licensee.

         BILLING AND ACCOUNTS RECEIVABLE SYSTEM means those portions of the
         Application Software utilized in carrying out the billing and accounts
         receivable activities of Customer.

         CLINICAL LABORATORY INFORMATION SYSTEM means those portions of the
         Application Software utilized in carrying out the clinical laboratory
         activities of Customer.

         CLINICAL TRIALS LABORATORY INFORMATION MANAGEMENT SYSTEM means those
         portions of the Application Software utilized in carrying out the
         clinical trial activities of Customer.

         COMMENCEMENT DATE means the date specified in Item 3 of Schedule 1.

         CONCLUSION OF TESTING means:

         (a)   as to the Clinical Laboratory Information System, the date on
         which Customer determines that operation of the applicable portions of
         the Application Software conforms substantially with their
         documentation and specifications. Conclusion of Testing of the
         Clinical Laboratory Information System shall constitute an
         acknowledgment that Customer is satisfied with the operation of the
         Application Software as to the Clinical Laboratory Information System
         and desires to commence Live Use of the Software.

         (b)   as to the Clinical Trials Laboratory Information Management
         System, the date on which Customer determines that operation of the
         applicable portions of the Application Software conforms substantially
         with their documentation and specifications. Conclusion of Testing of
         the Clinical Trials Laboratory Information Management System shall
         constitute an acknowledgment that Customer is satisfied with the
         operation of the Application Software as to the Clinical Trials
         Laboratory Information Management System and desires to commence Live
         Use of the Software.

         (c)   as to the Billing and Accounts Receivable System, the date on
         which the Customer determines that the operation of the applicable
         portions of the Application Software conforms substantially with their
         documentation and specifications. Conclusion of Testing of the Billing
         and Accounts Receivable System shall constitute an acknowledgment that
         Customer is satisfied with the operation of the Application Software
         as to the Billing and Accounts Receivable System and desires to
         commence Live Use of the Software.

         Any work Customer requests Triple G to perform prior to the Conclusion
         of testing may be performed by Triple G at the Programming Rates.

         CONFIDENTIAL INFORMATION OF CUSTOMER means Customer's confidential
         business information and trade secrets, including but not limited to,
         test methodologies and specifications, patient data and records,
         financial information, customer names, pricing information, marketing
         information and business plans, which are:

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         (a)   not in the public domain; or if part of the public domain, became
         part of the public domain as a result of an unauthorized disclosure, or
         otherwise by reason of a breach of confidence; and

         (b)   not in the possession of Triple G prior to disclosure by
         Customer.

         CONFIDENTIAL INFORMATION OF TRIPLE G means the information and know-how
         in or relating to the Software or the Materials, including but not
         limited to: source and object codes; data, designs and know-how
         relating to the development, creation, use, operation, performance,
         manufacture, reproduction or maintenance of the Software; or
         flow-charts, logic diagrams, or data base schema, disclosed by Triple G
         to the Customer under or in connection with this Agreement, which is:

         (a)   not in the public domain; or if part of the public domain, became
         part of the public domain as a result of an unauthorized disclosure, or
         otherwise by reason of a breach of confidence; and

         (b)   not in the possession of the Customer prior to its disclosure by
         Triple G.

         CONTRACTOR AGREEMENT means an agreement substantially in the form
         attached as Schedule 4 which must be executed by each Approved
         Contractor before it is permitted to access or modify the Source Code
         or Application Software.

         CPI means the U.S. Bureau of Labor Statistics Consumer Price Index
         (U.S. Cities Average).

         DEFAULT RATE means the interest rate set at 1.5 percent per month.

         DESIGNATED SITE means the location or locations at which the server(s)
         running the Software may be located as set forth in Item 4 of Schedule
         1 or otherwise consented to in writing by Triple G.

         DEVELOPMENT CPU means the computer specified as being the "Development
         CPU" in Item 1 of Schedule 2 unless no computer is specified in which
         case Development CPU means the Run-Time CPU.

         DEVELOPMENT SOFTWARE means certain software owned by Unify and
         delivered by Triple G hereunder which enables the Application Software
         to be used and operated and is necessary to modify the Application
         Software.

         EMERGENCY CPU means any single computer which is designated by Customer
         as the "Emergency CPU" subject only to the applicable limitations of
         Clause 2.3(e).

         FDA means the U.S. Food and Drug Administration.

         HARDWARE LOCK means an electrical device which may be supplied by
         Triple G which may be connected to a computer to enable the Interface
         Software to operate on that computer.

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         INCREMENTAL USER LICENSE FEE means the amount payable by Customer in
         respect of the increase of the User Limits for the Software, as
         specified in Item 10 of Schedule 1.

         INSTRUMENT INTERFACE SOFTWARE means certain software which, when
         operating on a computer to which a Hardware Lock may be connected,
         allows the Application Software to interface with instruments specified
         in Item 4 of Schedule 2. The Interface Software includes one or more
         "Instrument Interfaces", each of which enables the Software to
         interface to a single uni-directional or bi-directional instrument.

         LICENSE CPU means the Run-Time CPU and the Development CPU.

         LICENSE FEE INSTALLMENTS means the amounts specified in Item 6 of
         Schedule 1 and License Fee Installment means any one of them.

         LICENSE DATE means the date upon which Triple G receives payment of the
         License Fee Installments 3(a) in Item 6 of Schedule 1.

         LIVE USE means use by Customer of the Software to process actual data
         for Approved Purposes, and not for testing purposes or in connection
         with the transition from the Customer's prior system to the Software.

         MATERIALS means the user documentation and materials relating to the
         Software provided by Triple G to the Customer including but not limited
         to the guides specified in Item 5 of Schedule 2.

         MONTHLY FEE means the monthly license and support and update fee
         specified in Item 7 of Schedule 1 as varied in accordance with this
         Agreement.

         NEW MODULE means any additional software module generally released by
         Triple G which is comparable with the Application Software.

         NEW RELEASE means a new version of a module of the Application Software
         generally released by Triple G after the execution of this Agreement.

         PRESCRIBED TERMS means terms, conditions and warranties implied by law
         and to some contracts for the supply of goods or services which the law
         expressly provides:

         (a)   may not be excluded, restricted or modified; or

         (b)   may be excluded, restricted or modified only to a limited extent.

         PROGRAMMING RATE means the rate in dollars per hour applicable from
         time to time at which Triple G provides programming, installation,
         configuration, training, development and other services. The
         programming rate at the date of this Agreement is specified in Item 9
         of Schedule 1.

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         REMOTE SITE means a location, other than a Designated Site, which: (a)
         is owned or controlled by Customer, an Approved Contractor or an
         Additional Licensee; or (b) is a place of operation of a client of
         Customer or an Additional Licensee to whom Customer or Additional
         Licensee is providing services within the scope of the Agreement's
         Approved Purposes, from which remote access to the Software is
         permitted. For purposes of this definition, a Remote Site may be
         anywhere in the world.

         RENEGOTIATION PERIOD means the period commencing on the License Date
         and continuing for the period specified in Item 5 of Schedule 1 and
         each successive period of that duration.

         RUN-TIME CPU means the computer specified as being "Run-Time CPU" in
         Item 1 of Schedule 2.

         RUN-TIME SOFTWARE means certain software owned by Unify and delivered
         by Triple G hereunder which enables the Application Software to be used
         and operated.

         SOFTWARE means the Application Software, the Instrument Interface
         Software, the System Interface Software, the Voice Software, the
         Development Software, the Run-Time Software and the Source Code.

         SOURCE CODE means the source code of the Application Software.

         SYSTEM INTERFACE SOFTWARE means certain software described in Item 13
         of Schedule 1 which permits the Software to interface with one or more
         other systems.

         THIRD PARTY SOFTWARE means all software provided by Triple G under this
         Agreement which is not owned by Triple G, including the Unify Software
         and certain portions of the Voice Software.

         TRIPLE G SOFTWARE means all software provided by Triple G under this
         Agreement which is owned by Triple G, including the Application
         Software, the Instrument Interface Software, the System Interface
         Software and certain portions of the Voice Software.

         UNIFY means Unify Corporation of 3901 Lennane Drive, Sacramento,
         California 95834-1922, United States of America.

         UNIFY FEES means any and all fees levied by Unify from time to time in
         relation to the Run-Time Software or the Development Software. The
         applicable fees at the date of this Agreement are specified in Item 8
         of Schedule 1.

         UNIFY SOFTWARE means the Development Software and the Run-Time
         Software.

         USER LIMIT means:

         (a)   in respect of the Application Software, the maximum number of
         concurrent users specified in Item 3 of Schedule 2;

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         (b)   in respect of the Run-Time Software, the maximum number of
         concurrent users specified in Item 8 of Schedule 1; and

         (c)   in respect of the Development Software, the maximum number of
         concurrent users specified in Item 8 of Schedule 1;

         as each may be increased as described in Clause 2.4 and upon the
         payment of the Incremental User License Fee.

         VOICE SOFTWARE means certain voice recognition software that operates
         in conjunction with the Application Software and is specified in Item
         14 of Schedule 1.

1.2      MISCELLANEOUS.  In this Agreement unless otherwise specified:

         (a)   a reference to this Agreement or another instrument includes any
         amendment of either of them;

         (b)   the singular includes the plural and vice versa;

         (c)   a reference to one gender includes all genders;

         (d)   the word person includes a corporation, partnership, individual,
         unincorporated association or other entity; and

         (e)   a reference to anything is a reference to the whole or any part
         of it and a reference to a group of persons is a reference to any one
         or more of them.

1.3      HEADINGS. Headings are inserted for convenience and do not affect the
         interpretation of this Agreement.

1.4      MULTIPLE PARTIES. If the Customer or any Additional Licensee consists
         of two or more persons, an agreement, obligation, representation or
         warranty on the part of the Customer or Additional Licensee binds each
         of those persons jointly and severally.

2.       LICENSE

2.1      USE LICENSE. Triple G grants to the Customer, and the Customer accepts,
         a personal, non-exclusive and non-transferable license to use the
         Software for Approved Purposes during the term of this Agreement,
         subject to its compliance with all terms and conditions of this
         Agreement.

2.2      MATERIALS. Triple G grants to the Customer, and the Customer accepts, a
         personal, non-exclusive and non-transferable license to use the
         Materials at the Designated Site in connection with the use of the
         Software as permitted hereby.

2.3      CPU LIMITATION. Subject to the remote access privileges set forth in
         Clause 2.7, Customer and Additional Licensees shall use the Software
         only at the Designated Site(s) on the following CPU's:

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         (a)   the Application Software, Voice Software and System Interface
         Software on the Run-Time CPU and the Development CPU;

         (b)   the Instrument Interface Software on computer equipment with
         Hardware Locks;

         (c)   the Run-Time Software on the Run-Time Software;

         (d)   the Development Software on the Development CPU; and

         (e)   all Software on the Emergency CPU during the occurrence of (and
         only until the resolution of) an emergency situation beyond the control
         of Customer or the Additional Licensee which makes it impossible or
         impractical to use the Software on the Run-Time CPU or the Development
         CPU.

         Additional Licensees shall be subject to the same restrictions as
         Customer with respect to the CPUs on which their use of the Software is
         permitted. The Customer and Additional Licensees shall operate and keep
         the servers running the Software only at Designated Sites.

2.4      USER LIMIT. The Customer must ensure that the maximum number of users
         that can simultaneously use or have access to the Application Software,
         the Run-Time Software or the Development Software (whether at
         Customer's or Additional Licensee's Designated Sites or Remote Sites)
         cannot and does not exceed the User Limit of the Application Software,
         Run-Time Software or Development Software (as the case may be). The
         User Limit of the Application Software, Run-Time Software or
         Development Software may be increased by agreement between the parties
         and payment by the Customer to Triple G of the Incremental User License
         Fee.

2.5      MODIFICATIONS; APPROVED CONTRACTORS.

         (a)   Triple G grants the Customer, and the Customer accepts, a
         non-exclusive and non-transferable license to use and modify the Source
         Code for Approved Purposes at the Designated Site during the term of
         this Agreement, subject to its compliance with all terms and conditions
         of this Agreement, and to compile and operate the modified Source Code.
         Additional Licensees shall not have the right to access or modify the
         Source Code. Such modifications shall be deemed to constitute
         "Application Software" and "Source Code" for purposes of this
         Agreement.

         (b)   Source Code modifications may be developed by Customer, Triple G
         (on terms to be agreed), or an Approved Contractor (in accordance with
         the applicable Contractor Agreement). Customer shall have the right to
         grant to Approved Contractors sublicenses of its rights (i) to modify,
         enhance and create derivative works of the Source Code and Application
         Software on Customer's behalf and (ii) to use the Run-Time Software,
         Development Software and Instrument Interface Software solely in
         connection with the development and testing of such modifications. Such
         sublicenses shall be subject to all restrictions on Customer's
         utilization of the Software, including but not limited to the
         restrictions contained in Clauses 2.1, 2.3, 2.8(d), 3.1, 3.2, 7.1, 8,
         9, 10, 11.4, 12 and 14. Customer shall be fully responsible for each
         Approved Contractor's compliance with the

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         applicable provisions of this Agreement and all provisions of the
         Contractor Agreement. Triple G shall have the right to terminate any
         Approved Contractor sublicense granted by Customer upon notice to
         Customer and the Approved Contractor if the Approved Contractor is in
         violation of any provision of the Contractor Agreement or any
         provision of this Agreement applicable to it.

         (c)   Customer shall promptly deliver to Triple G (or cause Approved
         Contractors to deliver to Triple G) all modifications to the Source
         Code and Application Software developed by Customer and Approved
         Contractors, including all executable object code, source code listings
         and files, libraries, source code commenting, programmers' notes, flow
         charts and other explanatory materials.

2.6      ADDITIONAL LICENSEES.

         (a)   Customer shall have the right to designate one or more Additional
         Licensees during the term of this Agreement. In order to exercise such
         right, Customer shall first notify Triple G of the identity of the
         proposed Additional Licensee, the number of users at the entity who
         will be using the Application Software; the nature of the use the
         entity will make of the Application Software and such other information
         as is reasonably requested by Triple G. If the entity is not an
         Affiliate of Customer, then Triple G shall have the right to approve or
         reject the treatment of such entity as an Additional Licensee and such
         approval by Triple G shall not be withheld except on reasonable grounds
         (it being agreed that Triple G shall have reasonable grounds to reject
         any potential Additional Licensee which is or is reasonably likely to
         become a competitor of Triple G). Customer shall not permit the
         Application Software to be used by or for the benefit of any such
         non-Affiliate entity until Triple G has notified Customer that such
         entity has been approved as an Additional Licensee. Triple G shall have
         the right to require that any Additional Licensee execute an agreement
         with Triple G relating to the use, confidentiality and other matters
         associated with the Application Software. It shall be Customer's sole
         responsibility to inform Additional Licensees of their responsibilities
         under this Agreement, as it may be amended from time to time.

         (b)   Upon Customer's payment of the Additional Licensee Fee, Customer
         shall have the following additional rights:

                  (i)   to use the Application Software and Run-Time Software
                  for the Additional Licensee for Approved Purposes of such
                  Additional Licensee; and

                  (ii)  to grant such Additional Licensee a sublicense to use
                  one copy of the Software (excluding the Development Software
                  and the Source Code) in object code form for Approved
                  Purposes at a site agreed upon in writing by Triple G,
                  subject to all of Customer's restrictions on such use
                  contained in this Agreement.

         (c)   Customer shall pay to Triple G the Additional Licensee Fee for
         each Additional Licensee upon the commencement of such entity's status
         as an Additional Licensee. In addition, Customer shall pay any
         Incremental User License Fees required as a result of

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         the addition of users at the Additional Licensee and such other fees
         as are required herein with respect to the Additional Licensee.

2.7      REMOTE ACCESS.

         (a)   Customer, Additional Licensees and Approved Contractors shall
         have the right to access and use the Software from Remote Sites for
         Approved Purposes in accordance with the licenses granted herein,
         including, to the extent permitted by Section 2.5, for Source Code
         modification.

         (b)   Subject to the use restrictions set forth herein, Customer and
         Additional Licensees may permit any individuals to access and use the
         Application Software and Run-Time Software from Remote Sites, using
         remote enquiry modules provided by Triple G, solely for the purposes of
         making database enquiries, to perform remote test order entry, and to
         perform remote test result retrieval, each in connection with
         Customer's or Additional Licensee's Approved Purposes. No other actions
         shall be performed from any Remote Site.

2.8      COPIES. Customer, Additional Licensees and Approved Contracts shall not
         copy the Software or Materials, except that:

         (a) a transient copy of the Software may be made in a computer's memory
         incident to running the Software as permitted herein, provided that
         such copy is erased when the software is not being run;

         (b) one copy of the Software may be stored on the CPUs designated in
         Clause 2.3 at each Designated Site, provided that such copies are
         protected by appropriate security mechanisms and access to them is
         limited to appropriate systems personnel of Customer.

         (c) one copy of the Software (excluding the Development Software and
         Source Code) may be stored by Customer and each Additional Licensee at
         a secure location for disaster-recovery purposes, provided that such
         additional copy shall not be used unless the original copy of the
         applicable Software becomes inoperative. Customer shall notify Triple G
         if it desires to use such disaster-recovery copy of the Software.

         (d) one copy of the Source Code and Application Software may be made by
         Customer or its Approved Contractor purposes of modifying and testing
         the Source Code in accordance with the other provisions of this
         Agreement.

         Additional copies of the Materials may be obtained from Triple G at its
         then-current rates. Triple G may provide additional copies of the
         Source Code and Development Software to Customer at Triple G's
         discretion, upon Customer's payment of fees to be determined by Triple
         G.

2.9      SUBLICENSING. Customer shall have no right to sublicense its rights
         hereunder except to Approved Contractors as set forth in Clause 2.5,
         and to Additional Licensees as set forth in Clause 2.6.

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2.10     SUPPORT LICENSE. In the event that Triple G breaches its obligation to
         provide maintenance and support to the Customer pursuant to this
         Agreement as a result of Triple G's elimination or "critical reduction"
         (for at least ninety (90) days) of support operations, personnel and
         facilities in North America, then the licenses granted to Customer in
         Sections 2.1 and 2.2 of this Agreement shall be deemed to be fully
         paid-up with respect to the Triple G Software, and Customer shall be
         relieved of all further obligations to pay Monthly Fees to Triple G in
         respect of the Triple G Software, and Triple G shall be relieved of all
         further obligations to provide maintenance and support services to
         Customer. For purposes of this section, "Critical reduction" means
         reduction of staffing to fewer than five (5) full-time personnel. All
         other provisions of this Agreement, including all license restrictions,
         shall remain in full force and effect. Reasonably promptly following
         such elimination or critical reduction, Triple G shall provide to
         Customer one copy of Triple G's programming notes, diagrams, flow
         charts, instructions and documentation as would assist Customer in the
         maintenance and support of the Triple G Software as are then in Triple
         G's possession ("Support Materials"). Such Support Materials shall
         constitute Confidential Information of Triple G and shall be considered
         "Materials" for purposes of the restrictions thereon contained in this
         Agreement.

3.       CUSTOMER OBLIGATIONS

3.1      The Customer must not allow or cause any other person, including
         Additional Licensees and Approved Contractors, without the prior
         written consent of Triple G, to:

         (a)   install, use or operate, or attempt to install, use or operate,
         the Application Software on any computer other than the Run-Time CPU,
         the Development CPU or, in accordance with Clause 2.3(e), the
         Emergency CPU;

         (b)   install, use or operate, or attempt to install, use or operate,
         the Run-Time Software on any computer other than the Run-Time CPU or,
         in accordance with Clause 2.3(e), the Emergency CPU;

         (c)   install, use or operate, or attempt to install, use or operate,
         the Development Software on any computer other than the Development
         CPU or, in accordance with Clause 2.3(e), the Emergency CPU;

         (d)   install, use or operate, or attempt to install, use or operate,
         the Instrument Interface Software on any computer other than a
         computer that is equipped with a Hardware Lock;

         (e)   directly or indirectly reverse assemble, reverse compile or
         reverse engineer all or any part of the Software;

         (f)   except as provided in Clause 2.5, modify, enhance or adapt any
         part of the Software; or

         (g)   alter, change, remove or obscure any notices or other indications
         (including copyright notices) as to the ownership of the Software of
         the Materials.

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3.2      The Customer and Additional Licenses and Approved Contractors:

         (a)   must ensure that the Software and the Materials are protected at
         all times from misuse, damage or destruction by any person;

         (b)   must not permit any unauthorized person to use or copy the
         Software or the Materials;

         (c)   must not permit any unauthorized person to have access to the
         places where the Software and the Materials are reproduced or stored;

         (d)   must not make or assist any person to make any unauthorized use
         of the Software or the Materials;

         (e)   must ensure that any employee or other person who acquires access
         to the Software or Material does not make any unauthorized use thereof;

         (f)   must immediately provide Triple G with any and all details of
         which the Customer becomes aware of any unauthorized copying or use of
         the Software, the Software Documentation, or the Materials; and

         (g)   must not, directly or indirectly, export, re-export or transship
         the Software or Materials from the United States or any other country
         in violation of United States and all other applicable laws, rules and
         regulations, and Customer must obtain the prior written consent of
         Triple G prior to any such export, re-export or transshipment.

3.3      The Customer is solely responsible for:

         (a)   the purchase, configuration, operation and maintenance of
         adequate computer hardware, peripherals, electrical and mechanical
         components, communications equipment and medical or other instruments;

         (b)   the acquisition of adequate communications services;

         (c)   the interconnection of all peripheral devices (other than the
         instruments specified in Item 4 of Schedule 2) with the Licensed CPUs
         and the Software including, without limitation, establishment and
         maintenance of adequate data flow control between all printers and the
         Software; and

         (d)   any and all taxes, fees and charges levied or imposed in relation
         to this Agreement unless otherwise expressly indicated in Schedule 1,
         all fees therein set forth are exclusive of any taxes that may be
         levied or imposed in connection with this Agreement.

4.       INSTALLATION AND OPERATION OF THE SOFTWARE

4.1      INSTALLATION AND DELIVERIES. Following the execution of this Agreement,
         Triple G shall:

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         (a)   install the Application Software and the Run-Time Software on
         Customer's Run-Time CPU; and

         (b)   install the Application Software and the Development Software on
         Customer's Development CPU;

         (c)   install the System Interface Software, Voice Software, Instrument
         Interface Software and the Hardware Locks on customer's relevant
         computers;

         (d)   provide the Customer with one copy of the Source Code; and

         (e)   carry out the Agreed Modifications (if any) in accordance with
         the schedule and plan set forth in Schedule 3.

4.2      INSTALLATION AND TRAINING.

         (a)   Triple G shall use reasonable efforts to complete installation of
         the applicable items of Software referred to in Clauses 4.1(a), (b) and
         (c) above as soon as reasonably practicable after the execution of this
         Agreement. The Customer shall provide Triple G with such assistance as
         Triple G may request in relation to the installation of such items of
         Software.

         (b)   Triple G shall provide training to Customer in the use of the
         Software for Approved Purposes in amounts as agreed by Triple G and
         Customer.

         (c)   Triple G shall install the Application Software and Run-Time
         Software on the computers of any Additional Licenses commencing a
         reasonable time after Triple G's receipt of the Additional Licensee Fee
         and shall provide training to any Additional Licensees in the use of
         the Software for Approved Purposes in amounts as agreed by Triple G and
         such Additional Licensees.

4.3      TESTING. Triple G shall, upon substantial completion of the
         installation of the applicable items of Software, in conjunction with
         the Customer, commence testing the operation of the Application
         Software as to the Clinical Laboratory Information System, Clinical
         Trials Laboratory Information Management System, and Billing and
         Accounts Receivable System. Triple G shall continue to install,
         configure and, in conjunction with the Customer, test the Application
         Software until the Conclusion of Testing on the Clinical Laboratory
         Information System, Clinical Trials Laboratory Information Management
         System, and Billing and Accounts Receivable System.

4.4      THIRD PARTY WARRANTIES.

         (a)   Triple G hereby warrants that it has the unencumbered right to
         grant to Customer the rights to the Third Party Software granted
         hereunder.

         (b)   Unify has warranted to Triple G that the Development Software and
         the Run-Time Software will perform substantially in accordance with
         Unify's applicable end user documentation. Triple G is authorized to
         and hereby does extend this warranty to the

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         Customer. Other Third Party Software provided with the Software may
         include warranties from the manufacturers of such Third Party
         Software.

         (c)   Triple G makes no warranties in relation to the Third Party
         Software other than those contained in this Clause 4.5.

4.5      INSTRUMENT INTERFACE SOFTWARE. Instrument Interfaces may be licensed by
         Customer for use by Customer or Additional Licensees at the rates set
         forth in Item 11 of Schedule 1. Payments in respect of Instrument
         Interface Software shall be payable by Customer as follows: [***]*.
         Monthly Fees for Instrumental Interface Software are payable commencing
         upon Live Use of the Instrument Interface Software. Customer shall pay
         for any installation or other services provided by Triple G at the
         request of Customer in respect of the implementation of any upgrades to
         the Instrument Interface Software at the Programming Rate.

5.       CHARGES AND PAYMENT

5.1      REQUIRED PAYMENTS. The Customer shall pay to Triple G:

         (a)   the License Fee Installments in the manner specified in Item 6
         of Schedule 1;

         (b)   the Monthly Fee in respect of each calendar month commencing on
         installation of the Application Software;

         (c)   the Instrument Interface License and Maintenance Fees for all
         Instrument Interface Software, in the manner and amounts specified in
         Item 11 of Schedule 1 and Clause 4.6 above;

         (d)   all Unify Fees;

         (e)   the Additional Licensee Fee for all Additional Licensees, and all
         associated Incremental User License Fees;

         (f)   the Incremental User License Fees for all users to which such
         fees are applicable;

         (g)   the then current Programming Rate in respect of each hour,
         excluding travel time, during which a Triple G employee or contractor
         provides programming, installation, configuration, training or other
         services for Customer or any Additional Licensee including but not
         limited to all such services described in Clauses 4.1, 4.2 and 4.3;

         (h)   all travel, accommodation and out of pocket expenses reasonably
         incurred by Triple G in connection with the performance of its
         obligations under this Agreement, in accordance with Item 9 of Schedule
         1; and

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         (i)   the amounts set forth in Items 13 and 14 of Schedule 1 with
         respect to the System Interface Software and the Voice Software.

5.2      PAYMENT TERMS. The Customer shall pay to Triple G all amounts owed to
         Triple G pursuant to this Clause 5 within 30 days of receipt of an
         invoice in respect of that amount from Triple G except for the first
         License Fee Installments, which shall be payable at the times set forth
         in Item 6 of Schedule 1. For the avoidance of doubt, the Customer
         acknowledges that it cannot commence Live Use of the Software until the
         third License Fee Installment has been paid to Triple G. All amounts
         set forth in this Agreement are denominated in, and shall be paid in,
         United States Dollars.

5.3      OVERDUE AMOUNTS. The Customer agrees to pay interest on any amount
         payable by it under this Agreement from when it becomes due for payment
         during the period that it remains unpaid. Interest is payable at the
         Default Rate. Interest payable under this Clause 5.3 may be capitalized
         by Triple G on the first day of each calendar month. Interest is
         payable on capitalized interest in the manner referred to in this
         Clause 5.3. In addition, except in case of breach or other default by
         Triple G of this Agreement, the Customer shall reimburse Triple G for
         all costs and expenses incurred by Triple G in connection with the
         collection of overdue amounts, including attorneys' fees.

5.4      ADJUSTMENT. For [***]* years running from the date of payment by
         Customer of the first Monthly Fee, the Monthly Fee shall not be
         adjusted apart from increases prescribed elsewhere in this Agreement.
         At the commencement of the [***]* after payment of the first Monthly
         Fee, and annually thereafter through the term of this Agreement, the
         Monthly Fee (including all increases, including but not limited to
         those arising from the addition of Users, Instrument Interfaces and
         Additional Licensees) shall be adjusted to an amount equal to the
         Monthly Fee multiplied by the following fraction:

                  [***]*
                  [***]*

5.5      RENEGOTIATION PERIOD. Upon the expiration of each Renegotiation Period,
         the parties shall meet and discuss in good faith varying by mutual
         agreement the amount of the Monthly Fee.

5.6      UNIFY FEES. If at any time of this Agreement, Unify's fees and charges
         to Triple G increase from those applicable at the date of this
         Agreement, the Unify Fees shall be increased by a corresponding amount.
         Customer agrees that it will make all its future purchases of Unify
         software or licenses through Triple G at Unify's published list prices.

5.7      REFERRAL FEE. Customer may, during the term of this Agreement, notify
         Triple G in writing of opportunities to license the Software to
         potential new customers ("Prospects"). Customer will provide Triple G
         with personal introductions to representatives of each Prospect who
         have software procurement authority and will, at Triple G's request,
         answer the Prospect's questions regarding Customer's experience with
         the Software (subject to the provisions of Clause 10), and demonstrate
         the use of the Software to the Prospect at Customer's facilities. In
         the event that Customer complies with the foregoing provisions and
         Triple G enters into a license agreement with a Prospect relating to
         the Software, Triple G shall give Customer, for each such licensed
         Prospect, [***]* to Triple G.

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         6.    SOFTWARE UPDATES AND MAINTENANCE

6.1      MAINTENANCE SERVICES. In consideration of payment of the Monthly Fee,
         Triple G shall:

         (a)   provide the Customer with twenty-four hours, seven days per week
         telephone access to software engineers for emergency queries relating
         to the Application Software, Instrument Interface Software, Systems
         Interface Software and Voice Software, where such Software has become
         wholly or substantially inoperative;

         (b)   provide the Customer with on-site maintenance or service
         assistance within twenty-four (24) hours of being notified that the
         Application Software has become wholly or substantially inoperative,
         provided that the problem cannot be resolved remotely;

         (c)   notify the Customer of all New Releases and New Modules released
         by Triple G after the execution of this Agreement;

         (d)   offer to install any New Release at the Programming Rate and
         license the Customer to use and operate that New Release free of charge
         (subject to Clause 6.4 below); and

         (e)   offer to install, and license the Customer to use and operate,
         any New Module at prices and on terms and conditions determined by
         Triple G.

6.2      NEW MODULE FEES. The Customer acknowledges that Triple G may require,
         as a condition of the supply by Triple G of a New Module, that the
         Customer agree to an increase in the Monthly Fee.

6.3      NEW RELEASES.

         (a)   Subject to the provisions of Clause 6.3(b), the Customer agrees
         to accept all New Releases offered by Triple G. The Customer
         acknowledges that the support described in Section 6.1 will only apply
         to the most current release of the Software.

         (b)   Notwithstanding the foregoing, in the event that Triple G
         releases a New Release of the Application Software that is intended to
         be used with database software other than the Unify Software (e.g.
         Oracle) (the "New Database Release"), Triple G will offer such New
         Database Release to Customer without any license fee, other than any
         third party charges associated with such New Database Release.
         Customer shall have the option to accept the New Database Release with
         or without an underlying third party database license. Notwithstanding
         the foregoing, any installation or training services provided by
         Triple G with respect to the new Database Release shall be paid by the
         Customer at the Programming Rate.

<PAGE>

6.4      UNIFY MAINTENANCE. Triple G acknowledges that it will be Customer's
         primary point of contact for service questions relating to the Unify
         Software. Triple G will duly communicate Customer's questions and
         problems to Unify and will work with Unify to resolve Customer's
         problems.

6.5      SOFTWARE VALIDATION.  Triple G shall, at the Programming Rate,

         (a)   work with Customer to assure that the Triple G Software complies
         with all FDA requirements and guidelines applicable to customer's use
         of the Triple G Software for Approved Purposes; and

         (b)   work with Customer to obtain all approvals, clearance or
         validations required by the FDA, if any, applicable to Customer's use
         of the Triple G Software for Approved Purposes.

7.       INTELLECTUAL PROPERTY

7.1      TRIPLE G OWNERSHIP. The Customer acknowledges and agrees that all
         patent, copyright, trademark and trade secret rights and all other
         intellectual and industrial property rights anywhere in the world,
         including moral rights, and all applications, divisional applications,
         registrations and continuations thereof, and all associated goodwill
         (present or future) in and to the Application Software, the Instrument
         Interface Software, the System Interface Software, the Source Code, any
         other Triple G Software and the Materials and all modifications,
         enhancements or adaptations of such Software or Materials, whether made
         or delivered by Triple G, Customer, Additional Licensees, Approved
         Contractors or any other person or entity, are and shall be owned by
         and vested in Triple G. To the extent that Customer has or obtains in
         the future any ownership interest in or to such Software or Materials,
         Customer hereby irrevocably assigns all its right, title and interest
         in and to such Software and Materials to Triple G. The Customer agrees,
         at its expense, to do all things (including executing assignments and
         other documents) to give effect to this Clause 7.1.

7.2      CUSTOMER DATA. Triple G acknowledges and agrees that the use of the
         Software by the Customer to enter, store or manipulate information does
         not confer upon Triple G any rights subsisting in that information, and
         any such rights are and shall be owned by, and vested in, the Customer.

7.3      AUTHORITY. Triple G warrants that to the best of its knowledge Triple G
         has the right and authority to grant the licenses and rights granted
         under this Agreement.

7.4      INTELLECTUAL PROPERTY INDEMNIFICATION.

         (a)   Notwithstanding the limitations set forth in Clause 9, Triple G
         shall indemnify, defend and hold Customer harmless against any damages,
         settlements, costs and expenses (including reasonable attorneys' fees)
         arising from any third party legal action alleging that the Triple G
         Software infringes any valid United States patent, copyright, trademark
         or trade secret existing or issued at the Commencement Date. Customer
         shall promptly

<PAGE>

         notify Triple G of the filing of any such action within five (5)
         business days after Customer becomes aware of such action. Triple G
         shall have sole control of the defense of any such action and all
         negotiations for its settlement or compromise. Customer shall
         reasonably cooperate with Triple G in the defense of such action, and
         may be represented, at Customer's expense, by counsel of Customer's
         selection.

         (b)   In the event that a final injunction is obtained against
         Customer's use of the Triple G Software by reason of infringement of a
         valid United States patent, copyright or trademark existing or issued
         as of the Commencement Date, or if in Triple G's opinion the Triple G
         Software is likely to become the subject of a successful claim of such
         infringement, Triple G shall, at its option and expense, (i) procure
         for customer the right to continue using such Triple G Software as
         provided in this Agreement, (ii) replace or modify such Triple G
         Software so that it becomes non-infringing (so long as its
         functionality is essentially unchanged), or (iii) if the preceding
         Clauses (i) and (ii) are not reasonably practicable, terminate this
         Agreement and the rights granted hereunder and refund to Customer the
         License Fees paid by Customer hereunder, provided that the amount of
         the License Fees to be refunded shall be depreciated on a
         straight-line basis for the five (5) year period beginning at the
         Conclusion of Testing to reflect Customer's beneficial use of the
         Software during such period.

         (c)   The provisions of Section 7.4(a) notwithstanding, Triple G shall
         not have any liability to Customer under this Clause 7 to the extent
         that any claim is based upon (i) use of the Triple G Software in
         conjunction with any data, equipment or software not provided by Triple
         G, where the Triple G Software would not itself be infringing or
         otherwise the subject of the claim, (ii) use of the Software improperly
         or in a manner not described in its documentation, (iii) any
         modification to the Software made by Customer, Additional Licensees,
         Approved Contractors or any other person or entity other than Triple G,
         (iv) Triple G's compliance with the specific instructions of Customer,
         an Additional Licensee or an Approved Contractor, or (v) any claim
         relating to infringement by the Third Party Software. Customer shall
         indemnify, defend and hold Triple G harmless from and against any
         claims described in Clauses (i) to (iv) of this Clause 7.4(c).

8.       CUSTOMER'S OBLIGATIONS TO UNIFY

8.1      The Customer acknowledges that the intellectual property rights
         subsisting in the Unify Software are owned by Unify (or the Unify
         Licensors, as defined below) and not Triple G. The Customer agrees that
         all right, title and interest in and to the Unify Software shall remain
         vested in Unify at all times. Nothing in this Agreement shall be deemed
         to convey any ownership rights in the Development Software or the
         Run-Time Software to any other entity or to restrict Unify's rights to
         grant licenses, sublicenses, or distribution rights for the Development
         Software or the Run-Time Software.

8.2      The Customer shall not reproduce, distribute or use any of Unify's
         trademarks or trade names without the prior approval of Unify. All
         proprietary markings shall be in the form, location and quantity
         specified by Unify. Upon termination of this Agreement, the Customer
         shall have no further right to use any such trade marks or trade names.

<PAGE>

8.3      The Customer will not at any time do, permit or cause to be done any
         act or thing which could tend to impair Unify's rights in the
         Development Software or the Run-Time Software or Unify's trademarks or
         trade names.

8.4      The Development Software and the Run-Time Software and other related
         materials contain valuable and confidential information which is
         proprietary to Unify. The Customer agrees to take every reasonable
         precaution to prevent the theft, unauthorized distribution, use or
         disclosure thereof.

8.5      The Customer shall not translate or make derivative works of the
         Development Software or the Run-Time Software. Furthermore, the
         Customer shall not disassemble, decompile, apply any procedure to the
         Development Software or the Run-Time Software, including reverse
         engineering or any similar process, in order to ascertain, derive
         and/or appropriate for any reason or purpose, the source code or source
         listings for the Development Software or the Run-Time Software or any
         trade secret information or process contained in the Development
         Software or the Run-Time Software.

8.6      The Customer agrees with Triple G and Unify that, to enforce its rights
         and the restrictions relating to the use of the Development Software or
         the Run-Time Software, Unify may incorporate technical restrictions or
         limitations into the Development Software or the Run-Time Software
         without any obligation to notify the Customer. Such restrictions and
         limitations will not affect the Customer's rightful use of the
         Development Software or the Run-Time Software.

8.7      Certain portions of the Development Software or Run-Time Software may
         be licensed by Unify from third parties ("Unify Licensors"). Customer
         agrees that Unify and the Unify Licensors are intended third party
         beneficiaries of this Agreement, and shall have the right to directly
         enforce their rights against Customer and its Additional Licensees in
         the event of a breach of the licenses relating to the Development
         Software and Run-Time Software, as applicable. CUSTOMER AGREES THAT
         NEITHER IT NOR ITS ADDITIONAL LICENSEES SHALL LOOK TO UNIFY OR THE
         UNIFY LICENSORS FOR ANY DAMAGES OR OTHER REMEDIES RELATING TO THE
         DEVELOPMENT SOFTWARE OR RUN-TIME SOFTWARE, AND THAT UNIFY AND THE UNIFY
         LICENSORS SHALL HAVE NO LIABILITY WHATSOEVER TO CUSTOMER OR ADDITIONAL
         LICENSEES.

9.       LIMITATION OF LIABILITY

9.1      GENERAL STATEMENT. The Customer acknowledges that:

         (a)   as Triple G does not have control over the Software (as a result
         of the grant to the Customer of the right to modify the Application
         Software pursuant to Clause 2.5) or the precise manner of use of the
         Software by the Customer, it is necessary for Triple G to limit its
         liability in relation to the Software in accordance with this Clause
         9; and

         (b)   the License Fee Installments, the Monthly Fee and all other fees
         and charges under this Agreement are set based on the application of
         this Clause 9.

<PAGE>

9.2      WARRANTY. Subject to the provisions of this Section, Triple G warrants
         that the Triple G Software will perform substantially in accordance
         with Triple G's applicable end user documentation. Customer agrees that
         its sole remedy for any failure of the Application Software or
         Interface Software to perform substantially in accordance with Triple
         G's applicable end user documentation shall be Triple G's performance
         of the maintenance services described in Clause 6.1 hereof.

9.3      DISCLAIMER OF WARRANTY. Except as provided by Prescribed Terms (if any)
         or as expressly set out in this Agreement, Triple G makes no
         warranties, representations, conditions, or covenants in relation to
         the Software or the Materials. TRIPLE G HEREBY DISCLAIMS ANY AND ALL
         OTHER WARRANTIES, REPRESENTATIONS, CONDITIONS, OR COVENANTS, WHETHER
         EXPRESSED, IMPLIED OR STATUTORY (INCLUDING, BUT NOT LIMITED TO, ANY
         WARRANTIES OR CONDITIONS OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR
         PURPOSE OR ARISING FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICE).

9.4      EXCLUSION OF DAMAGES. Except as provided in Clause 9.9, IN NO EVENT
         SHALL TRIPLE G BE LIABLE FOR LOSS OF USE, DATA OR PROFITS, OR FOR ANY
         SPECIAL, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, REGARDLESS OF
         THE FORM OF THE ACTION (BREACH OF CONTRACT, TORT OR OTHERWISE), EVEN IF
         TRIPLE G HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE.

9.5      LIMITATION OF LIABILITY. Except as provided in Clause 9.9, IN NO EVENT
         SHALL TRIPLE G'S AGGREGATE LIABILITY TO THE CUSTOMER FOR ANY CAUSE,
         REGARDLESS OF THE FORM OF THE ACTION (BREACH OF CONTRACT, TORT OR
         OTHERWISE) EXCEED THE AGGREGATE FEES PAID BY CUSTOMER TO TRIPLE G
         HEREUNDER.

9.6      NO THIRD PARTY LIABILITY. Customer and its Additional Licensees agree
         and acknowledge that, except when required by Prescribed Terms or by
         Clause 9.9, TRIPLE G SHALL HAVE NO LIABILITY OF ANY KIND TO ANY THIRD
         PARTY OR TO ANY ADDITIONAL LICENSEE.

9.7      INDEMNITY BY CUSTOMER AND ADDITIONAL LICENSEES. The Customer shall
         indemnify, defend and hold Triple G and its officers, directors,
         agents, employees and contractors and sub-contractors, harmless from
         and against all loss, expense (including attorneys' fees) and damage of
         any kind whatsoever (including indirect, special or consequential loss
         or damage) arising directly or indirectly from (a) any breach of any of
         the terms or conditions of this Agreement by the Customer or any
         Additional Licensee, or a breach by an Approved Contractor or its
         Contractor Agreement, (b) any claim or action against Triple G arising
         directly or indirectly out of any negligence or willful act of the
         Customer, an Additional Licensee, an Approved Contractor, or any of
         their officers, directors, agents, employees, contractors, or
         sub-contractors, (c) any claim made against Customer or Triple G by any
         third party (including any Additional Licensee or Approved Contractor)
         as a result of the use of the Software by Customer or such Additional

<PAGE>

         Licensee or the relationship between Customer and such third party, and
         (d) any claim relating to the death or injury or any person in
         connection with the treatment or diagnosis of such person by Customer,
         any Additional Licensee or any of their employees, agents, contractors
         or sub-contractors. To the extent that Customer is financially unable
         to satisfy its obligations to Triple G under this Section 9.7 (as a
         result of its insolvency, bankruptcy or any other condition), the
         Additional Licensees of Customer shall be jointly and severally liable
         for the unsatisfied portions of such obligations.

9.8      PRESCRIBED TERMS. Where a Prescribed Term is implied into this
         Agreement the liability of Triple G to the Customer for a breach
         thereof is, at the option of Triple G, limited where the Prescribed
         Terms permit such a limitation:

         (a)   in the case of goods - to the repair or replacement of the goods
         or the cost of repairing or replacing the goods; or

         (b)   in the case of services - to the re-supply of those services of
         the payment of the costs of re-supplying those services.

9.9      INDEMNITY BY TRIPLE G. Triple G shall indemnify, defend and hold
         Customer and its officers, directors, agents, employees and contractors
         and sub-contractors, harmless from and against all loss, expense
         including attorneys' fees) and damage of any kind whatsoever (including
         indirect, special or consequential loss or damage) arising directly or
         indirectly from any claim or action against Customer arising directly
         or indirectly out of any gross negligence or willful misconduct of
         Triple G or any of its officers, directors, agents, employees,
         contractors or sub-contractors.

9.10     SPECIAL VOICE SOFTWARE ACKNOWLEDGMENT. CUSTOMER ACKNOWLEDGES THAT
         SPEECH RECOGNITION IS A STATISTICAL PROCESS AND THAT ERRORS ARE
         INHERENT IN THE PROCESS OF SPEECH RECOGNITION.

10.      CONFIDENTIALITY

10.1     Each party shall hold the Confidential Information of the other party
         secret, and shall protect and preserve the confidential nature and
         secrecy of such Confidential Information. Each party will not during
         the term of this Agreement and for a period of five (5) years
         thereafter (except in the case of Source Code, as to which there shall
         be no limitation), without the other party's prior written consent:

         (a)   disclose or communicate to any third person all or any of the
         other party's Confidential Information except as permitted by this
         Agreement;

         (b)   permit unauthorized persons to have access to the places where
         the other party's Confidential Information is reproduced or stored; or

<PAGE>

         (c)   make, or assist any person to make, any use of the other party's
         Confidential Information not authorized by this Agreement, and shall
         use its best efforts to ensure that any employee or other person who
         acquires the other party's Confidential Information shall not make any
         unauthorized use thereof.

10.2     The receiving party shall:

         (a)   take all reasonable steps required by the other party to enforce
         any obligation of confidence imposed or required to be imposed by this
         Agreement; and

         (b)   ensure that employees, agents, contractors, and other persons
         under the control or direction of the receiving party will be under
         and will comply with obligations similar to the obligations imposed on
         such party under this Clause 10.

10.3     Notwithstanding the foregoing, Customer may disclose Confidential
         Information of Triple G to:

         (a)   an Approved Contractor, in accordance with the other provisions
         of this Agreement; and

         (b)   its legal counsel or other professional advisors in relation to
         interpreting its rights under this Agreement.

         Customer may disclose the Application Software and Run-Time Software to
         Additional Licensees; but Customer shall not disclose any other
         Confidential Information of Triple G to any Additional Licensee,
         including but not limited to the Source Code or Development Software.

11.      TERM AND TERMINATION

11.1     TERM. This Agreement commences (or shall be deemed to commence) on the
         Commencement Date and will remain in force until terminated in
         accordance with this Clause 11.

11.2     TERMINATION BY TRIPLE G. Triple G may (without prejudice to any other
         right or remedy) terminate this Agreement at any time upon notice in
         writing to the Customer if:

         (a)   the Customer fails to pay when due any sum payable under this
         Agreement within thirty (30) days of the date due;

         (b)   the Customer or any Additional Licensee is in material breach of
         any other obligation under this Agreement and does not cure such breach
         within sixty (60) days of being requested by Triple G to do so;

         (c)   the Customer or an Additional Licensee becomes bankrupt or
         insolvent, files a petition in bankruptcy, goes or is put into
         liquidation or dissolution (other than by way of reconstruction or
         merger), administration, or discontinues business; or

<PAGE>

         (d)   the Customer or an Additional Licensee makes an assignment or
         composition with its creditors generally, has a receiver, a secured
         creditor or other custodian appointed to or take in possession of all
         or a substantial part of its assets, or otherwise seeks to take
         advantage of any bankruptcy or insolvency laws.

11.3     TERMINATION BY CUSTOMER.

         (a)   The Customer may terminate this Agreement with or without cause
         by giving Triple G at least ninety (90) days notice in writing, but
         such termination shall not affect any obligation of Customer to make
         any payment to Triple G that comes due prior to the end of such ninety
         day termination notice period.

         (b)   The Customer may terminate this Agreement at any time upon notice
         in writing to Triple G if Triple G is in material breach of an
         obligation under this Agreement and does not rectify such breach within
         sixty (60) days of being requested by Customer to do so.

11.4     EFFECTS OF TERMINATION. Upon termination of this Agreement for any
         reason the Customer and all Additional Licensees and Approved
         Contractors must:

         (a)   immediately cease to use the Software and the Materials; and

         (b)   erase, destroy or procure the return to Triple G of all
         reproductions (in any material form) or embodiments of the Software,
         the Materials and the Confidential Information in their possession or
         control; and

         (c)   provide Triple G with a certificate executed by an executive
         officer of the Customer declaring that the Customer and the Additional
         Licensees have complied with their obligations under sub-Clauses
         11.4(a) and (b).

11.5     SURVIVAL. Expiration or termination of this Agreement for any reason
         does not affect the rights and obligations of the parties under Clauses
         5.3, 7.1, 7.4, 8, 9, 10, 11.4, 12, and 14.

12.      TRIPLE G EMPLOYEES

         The Customer acknowledges that Triple G's employees and contractors are
         critical to Triple G's business and the servicing of Triple G's
         customers. The Customer and Additional Licensees must not during the
         term of this Agreement and for period of [***]* thereafter:

         (a)   employ or otherwise engage any employee or contractor of Triple G
         during their employment or contract with Triple G;

         (b)   attempt to induce any Triple G employee or contractor to
         terminate (lawfully or otherwise) their employment or contract with
         Triple G; or

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         (c)   employ or otherwise engage any former employee or former
         contractor of Triple G during the [***]* immediately following the
         expiration or termination of that employee's or contractor's
         employment or contract.

13.      DISPUTE RESOLUTION

13.1     If a dispute arises between the parties in connection with this
         Agreement, the parties undertake in good faith to use all reasonable
         efforts to settle the dispute by negotiation or mediation (but not
         arbitration) without first resorting to litigation (except where urgent
         injunctive relief is claimed).

13.2     If the Customer disputes its liability to pay any amount to Triple G
         under this Agreement, the Customer must either:

         (a)   pay the amount to Triple G in accordance with this Agreement; or

         (b)   pay the amount into an escrow account with a bank nominated by
         Triple G (with representatives of the Customer and Triple G as joint
         signatories) pending settlement or determination of the dispute. The
         amount and any interest earned on it must be paid out of the escrow
         account in accordance with the terms of that settlement or
         determination. The expenses of administering such escrow account shall
         be paid by Customer.

13.3     Because unauthorized use, disclosure or transfer of the Software or
         Materials will diminish substantially the value of such Software or
         Materials and irrevocably harm Triple G, if Customer, an Additional
         Licensee or Approved Contractor materially breaches the provisions of
         Clauses 2, 3 or 7 of this Agreement, Triple G shall be entitled to
         injunctive and/or other equitable relief, in addition to other remedies
         afforded by law, to prevent a breach of such sections of this
         Agreement.

14.      GENERAL

14.1     NO ASSIGNMENT. The Customer acknowledges that the rights granted to
         Customer hereunder are personal in nature and relate to the valuable
         intellectual property and trade secrets of Triple G; and the Customer
         agrees that it shall not assign or purport to assign any of its rights
         under this Agreement without the prior written consent of Triple G, and
         that any attempted assignment without Triple G's consent shall be void
         and of no effect. In addition, no Additional Licensee shall assign or
         purport to assign any of its rights under this Agreement without the
         prior written consent of Triple G, and that any attempted assignment
         without Triple G's consent shall be void and of no effect. For purposes
         of this Clause 14.1, any change in control of Customer or an Additional
         Licensee or any merger or combination of Customer or an Additional
         Licensee with a non-Affiliate shall be deemed to constitute an
         assignment.

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14.2     GOVERNING LAW. This Agreement is governed by the laws of the State of
         New York, without reference to its choice of law rules, and
         specifically excluding any application of the United Nations Convention
         on Contracts for the International Sale of Goods.

14.3     INDEPENDENT CONTRACTOR. Triple G and Customer are independent
         contractors. Nothing in this Agreement makes either of them the agent,
         joint venturer, partner, employer or employee of the other.

14.4     NOTICES. Any notice or other communication in connection with this
         Agreement must be in writing by registered mail, return receipt
         requested, overnight delivery service (such as Federal Express), or
         telecopy (fax) addressed to:



         In the case of Triple G:                with a copy to:

         Triple G Corporation                    Hale and Dorr
         2900 John Street, Suite 300             60 State Street
         Markham, Ontario                        Boston, Massachusetts
         CANADA  L3R 5G3                         USA  02109
         Fax: (904) 305-0046                     Fax: (617) 526-5000
         Attn: Chief Operating Officer           Attn: Jorge L. Contreras, Esq.

         In the case of the Customer - the address specified in Item 1 of
         Schedule 1.

         All notices given hereunder will be deemed to be received:

         (a)   in the case of registered mail, on the 3rd day after mailing;

         (b)   in the case of overnight delivery, on the day after deposit with
         the delivery service; and

         (c)   in the case of a fax, on production of a transmission report by
         the machine by which the fax was sent in its entirety to the fax
         number of the recipient.

14.5     SEVERABILITY. If the whole or any part of a provision of this Agreement
         is void, unenforceable or illegal in a jurisdiction it is severed for
         that jurisdiction. The remainder of this Agreement has full force and
         effect and the validity or enforceability of that provision in any
         other jurisdiction is not affected. This Clause has no effect if the
         severance alters the basic nature of this Agreement or is contrary to
         public policy.

14.6     ENTIRE AGREEMENT. The Agreement, together with the Schedules hereto,
         constitutes the entire understanding between the parties with respect
         to the subject matter hereof, and supersedes all prior agreements,
         written or oral.

14.7     AMENDMENT. This Agreement shall not be deemed or construed to be
         modified, amended or waived, in whole or in part, except by written
         agreement signed by Customer and Triple G. Any amendment to this
         Agreement signed by both Customer and Triple G shall

<PAGE>

         be automatically binding upon all Additional Licensees, whether or not
         they have been notified of such amendment.

14.8     NO WAIVER. No delay or omission on the part of either party to this
         Agreement in requiring performance by the other party or in exercising
         any right hereunder shall operate as a waiver of any provision hereof
         or of any right or rights hereunder; and the waiver, omission or delay
         in requiring performance or exercising any right hereunder on any one
         occasion shall not be construed as a bar to or waiver of such
         performance or right, or of any right or remedy under this Agreement,
         on any future occasion.

14.9     COUNTERPARTS. This Agreement may be executed in one or more
         counterparts, each of which shall be deemed an original but all of
         which together shall constitute one and the same instrument.

14.10    FORCE MAJEURE. Neither party may be liable in any respect for failures
         to perform hereunder due wholly or substantially to the elements, acts
         of God, labor disputes, acts of terrorism, acts of civil or military
         authority, fires, floods, epidemics, quarantine restrictions, armed
         hostilities, riots and other unavoidable natural disasters beyond the
         control of the parties.

EXECUTED as an agreement under seal.



TRIPLE G CORPORATION                            SPECIALTY LABORATORIES, INC.



By: /s/ LEE GREEN                               By: /s/ PAUL F. BEYER
    -------------------                             ------------------------

Printed Name: Lee Green                         Printed Name: Paul F. Beyer

Title: President                                Title: President


<PAGE>

                                   SCHEDULE 1


ITEM 1

Date Agreement signed:                   AUGUST 26, 1996

ITEM 2

Customer's Name:                         Specialty Laboratories, Inc.

Customer's Address:                      2211 Michigan Avenue
                                         Santa Monica, California  90404-3900

Customer's Contact:                      Chief Financial Officer

ITEM 3

Commencement Date:                       AUGUST 26, 1996
(date on which Agreement takes effect)

ITEM 4

Designated Site:                         2211 Michigan Avenue
                                         Santa Monica, California  90404-3900

                                         If Customer moves its principal
                                         business operations during the term of
                                         the Agreement, then such new location
                                         shall replace the foregoing site as the
                                         Designated Site, provided that customer
                                         notifies Triple G in writing of such
                                         new location.

ITEM 5

Renegotiation Period:                    Five (5) Years

ITEM 6

License Fee Installments:

<TABLE>
<CAPTION>
NO.               AMOUNT                 WHEN PAYABLE
<S>               <C>                    <C>
1                 [***]*                 upon execution of this Agreement

2                 [***]*                 upon installation of the Software

3(a)              [***]*                 At the Conclusion of Testing of
                                         the Clinical Trials Laboratory
                                         Information Management System and prior
                                         to Live Use of the Software on the
                                         Clinical Trials Laboratory Information
                                         Management System.

3(b)              [***]*                 At the Conclusion of Testing of
                                         the Billing and Accounts Receivable
                                         System and prior to Live Use of the
                                         Software on the Billing and Accounts
                                         Receivable System.

4                 [***]*                 Thirty (30) days following Live Use of
                                         the Software on the Clinical
                                         Laboratory Information System.
</TABLE>

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

         * PORTIONS OF THIS PAGE HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION.

<PAGE>
ITEM 7

Monthly License, Support and     [***]*
Update Fee:

ITEM 8

Unify Fees (Assumes Sun 3000 4 processor 256 user license):

<TABLE>
<CAPTION>
            DESCRIPTION                                        AMOUNT*
            -----------                                        -------
<S>                                                            <C>
Unify Accell Development License (Class 12)                     [***]*

Unify Annual Premium Support                                    [***]*
</TABLE>

The foregoing amounts are payable by Customer upon delivery of the Software.

* Or Unify's then-current list prices if the hardware selected by Customer is
not that listed above.

ITEM 9

Programming, Installation and Training   [***]*
Rate:  (Does not include travel,
accommodation or out of pocket
expenses)

Travel time shall not be billable.

ITEM 10 - INCREMENTAL USER LICENSE FEE

[***]* per User, in 8-user blocks.  Monthly License, Support and Update fee
increases [***]* per 8 users. A corresponding Unify upgrade may be required.

ITEM 11 - INSTRUMENT INTERFACE LICENSE AND MAINTENANCE FEES:

The following amounts shall be payable in respect of each Instrument Interface
licensed to Customer or Additional Licensees:

         [***]* per bi-directional instrument, and [***]* increase in the
          Monthly License, Support and Update fee.

         [***]* per uni-directional instrument, and [***]* increase in the
         Monthly License, Support and Update fee.

ITEM 12 - ADDITIONAL LICENSEE FEE:

Ultra License Fee for first 8 users                 [***]*

Additional Monthly License, Support and Update Fee  [***]*

ITEM 13 - SYSTEM TO SYSTEM SOFTWARE INTERFACE FEES:
<TABLE>
<CAPTION>
                                                                         Increase in:
                                                  License Fee            Monthly License, Support
                                                                         and Update Fee
<S>                                               <C>                    <C>
Results Reporting to Datagate                       [***]*                      [***]*

Order Entry from Datagate                           [***]*                      [***]*

Order Entry from PC Workstation/Results to PC
Workstation                                         [***]*                      [***]*

Order Entry from ClinScan/Results to ClinScan       [***]*                      [***]*

-----------------------------
</TABLE>

         * PORTIONS OF THIS PAGE HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION.

<PAGE>

ITEM 14 - VOICE MICROBIOLOGY SOFTWARE LICENSE FEES:

First 3 users                          [***]*

4-user pack                            [***]*

8-user pack                            [***]*

16-user pack                           [***]*

There is an increase in the Monthly License, Support and Update Fee equal
to[***]* per user of the VOICE Microbiology Software. The above rates exclude
all hardware (other than Voice Card and headset) necessary to run the Voice
Microbiology Software.









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

         * PORTIONS OF THIS PAGE HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION.

<PAGE>


                                   SCHEDULE 2

                                SOFTWARE DETAILS


ITEM 1

Licensed CPUs:

<TABLE>
<S>                                                 <C>
         Run Time CPU                               Sun 3000 4 processor

         Development CPU                            Sun 3000 4 processor
</TABLE>

ITEM 2

Application Software Modules:

         Specimen Handling
         Patient Entry
         Chemistry
         Hematology
         Anatomic Pathology
         Patient Result Reporting
         Cytology
         Micro Biology-Voice Activated
         Reference Testing
         Patient Result Enquiry
         Management Reporting
         Satellite Laboratory System
         Ultra Tracking
         Expediting System
         Security
         Interpretive Diagnostic Reporting
         Validation and Approval
         Amendments
         Billing and Accounts Receivable

ITEM 3

Application Software User Limits:                   150 Ultra users (except
                                                      Accounts Receivable users)
                                                    24 Accounts Receivable users
ITEM 4

Instrument Interfaces:

          To be added by mutual agreement of the parties, at the rates set forth
          in Item 11 of Schedule 1

ITEM 5

<TABLE>
<CAPTION>
Documentation:
DOCUMENTATION                       No. of Copies
--------------                      TO BE PROVIDED
                                    --------------
<S>                                 <C>
All ULTRA Documentation                     1
All Unify Documentation                     1
</TABLE>

<PAGE>

                                   SCHEDULE 3

                              AGREED MODIFICATIONS

                                      None.















<PAGE>

                             AMENDMENT TO AGREEMENT

Whereas Triple G Corporation and Specialty Laboratories, Inc. entered into an
Agreement dated August 26, 1998 for the license of ULTRA and the related
provision of services (the "Agreement").

Now therefore, the parties have agreed to amend certain terms of the Agreement
as follows:

INCREASED USE LICENSE

The parties agree to replace Schedule 2, item 3 with the following:

"Application Software User Limits: 256 ULTRA and A/R users"

INSTRUMENT INTERFACES

The parties agree to replace Schedule 1, item 11 with the following:

"The following License amounts shall be payable in respect to each instrument:

         - [***]* per bi-directional instrument and [***]* per month increase in
           the monthly License, Support and Update Fee.

         - [***]* per uni-directional instrument and [***] per month increase in
         the monthly License, Support and Update Fee.

Notwithstanding the above, Instrument Interfaces that are operational as of
October 22, 1998 to a maximum of 24 uni-directional or bi-directional interfaces
shall be deemed to have been included in the license fees that have been paid to
date and included in the Monthly License, Support and Update Fees."

SOFTWARE MAINTENANCE FEES

The parties agree to replace Schedule 1, Item 7 with the following:

"MONTHLY LICENSE, SUPPORT AND UPDATE FEE - [***]*"

[***]*



Agreed to by:

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

         * PORTIONS OF THIS PAGE HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION.

<PAGE>

Triple G Corporation                      Specialty Laboratories, Inc.



By:                                       By:      /s/
   ------------------------------------      ---------------------------------
   F. Lee Green
   Chairman & CEO                         Name:      Bart E. Thielen
                                               -------------------------------
                                          Title:      V.P. Finance
                                                ------------------------------
Date:                                     Date:         10/23/98
     ----------------------------------        -------------------------------








<PAGE>

                             AMENDMENT TO AGREEMENT

Whereas Triple G Corporation ("Triple G") and Specialty Laboratories, Inc.,
("Specialty") entered into a Software License Agreement dated August 26, 1966
(the "License") and as amended on October 23, 1998, for the license of ULTRA and
related provision of services (known collectively as the "Agreement").

Now therefor the parties have agreed to amend certain terms of the Agreement to
be effective July 1 1999, as follows:

GENERAL

A.   The Renegotiation Period identified in Schedule 1, item 5 of the License
shall expire on December 31st, 2001.

B.   Paragraph 12 of the License shall be replaced with the following:

"12.     EMPLOYEES

Each party acknowledges that the other party's employees and contractors are
critical to its business and the servicing of its customers. Neither party
shall, during the term of this Agreement and for a period of [***]* thereafter:

(a)   employ or otherwise engage any employee or contractor of the other party
during their employment or contract with such party;

(b)   attempt to induce any employee or contractor of the other party to
terminate (lawfully or otherwise) their employment or contract with such party;
or

(c)   employ or otherwise engage any former employee or former contractor of the
other party during the [***]* immediately following the expiration or
termination of that employee's or contractor's employment or contract."

C.    CHANGE PARAGRAPH 5.6 OF THE LICENSE TO THE FOLLOWING:
"IF AT ANY TIME DURING THE TERM OF THIS AGREEMENT, UNIFY'S FEES AND CHARGES TO
TRIPLE G INCREASE FROM THOSE APPLICABLE AT THE DATE OF THIS AGREEMENT, THE UNIFY
FEES SHALL BE INCREASED BY A CORRESPONDING AMOUNT. CUSTOMER AGREES THAT IT WILL
MAKE ALL ITS FUTURE PURCHASES OF UNIFY SOFTWARE OR LICENSES THROUGH TRIPLE G AT
FEES THAT TRIPLE G CHARGES ALL OF ITS SIMILAR CUSTOMERS.

"ALL UNIFY SUPPORTS WILL BE PROVIDED UNDER THE TERMS AND CONDITIONS OF THE THEN
CURRENT UNIFY SUPPORT AGREEMENT AND SHALL INCLUDE ITEMS SUCH AS THE FOLLOWING:

         -  24/7 SUPPORT OF UNIFY PRODUCTS TO TRIPLE G THAT ARE LICENSED FOR THE
            CUSTOMER'S SYSTEM; AND

         -  UPDATES, FIXES AND ENHANCEMENTS TO THE LICENSED UNIFY PRODUCTS."

---------------------
         * PORTIONS OF THIS PAGE HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION.

<PAGE>

D.    The amounts due under this Amendment for services provided during the
period from July 1, 1999 to November 26th, 1999, including the December, 1999
Monthly Fee, and one prepaid block as per Section 6.1(a)(1) (see below) are
[***]*. These amounts are detailed in the attachment to this Amendment and are
payable in full upon the execution of this Amendment. Triple G will reduce this
by [***]* to a total of [***]* if payments and the executed amendment are
received by Triple G by December 30th 1999.

The remainder of service fees that are due for November and December will be
billed upon month end.

E.    All other terms of the Agreement shall apply.

SOFTWARE MAINTENANCE FEES AND SERVICES

A.    THE PARTIES AGREE TO REPLACE SCHEDULE 1, ITEM 7 WITH THE FOLLOWING:

"MONTHLY LICENSE, SUPPORT AND UPDATE FEE - [***]*"

B.    THE PARTIES AGREE TO REPLACE SECTION 6.1(A) - "MAINTENANCE SERVICES" WITH
THE FOLLOWING:

"THE PARTIES AGREE THAT FOR THE PAYMENT OF THE ULTRA MONTHLY FEE, SPECIALTY
SHALL BE ENTITLED TO RECEIVE THE FOLLOWING SERVICES UNDER THE FOLLOWING
CONDITIONS:

1.    TRIPLE G SHALL PROVIDE A MAXIMUM OF [***]* HELPDESK HOURS PER MONTH ON A
NON-CUMULATIVE BASIS. THIS SHALL INCLUDE ALL SUPPORT SERVICES PROVIDED BY TRIPLE
G STAFF AND CONTRACTORS SUCH AS HELPDESK ADMINISTRATION, ACCOUNT MANAGEMENT, BUG
FIXES, PRODUCTION DOWN, INQUIRIES ETC. PROVIDED THAT THEY ARE PREPAID IN BLOCKS
OF [***]*, ALL SERVICES IN EXCESS OF [***]* HELPDESK HOURS SHALL BE BILLED AT
[***]* FOR ANY LIS SUPPORT AND[***]* FOR ANY ACCOUNTS RECEIVABLE SUPPORT. IF THE
SUPPORT SERVICES ARE NOT PREPAID, THE RATE TO BE CHARGED WILL BE AT THE THEN
CURRENT HOURLY RATES. ON A MONTHLY BASIS, TRIPLE G WILL DECREMENT THE PREPAID
BLOCKS FOR THE EXCESS HOURS AND FEES AND FORWARD DETAILS OF THE SAME; AND
REQUEST PAYMENT OF ADDITIONAL BLOCKS AS REQUIRED.

2.    SPECIALTY SHALL DESIGNATE NO MORE THAN TWO AUTHORIZED CONTACTS; SUCH
CONTACTS TO BE THE ONLY STAFF AUTHORIZED TO REQUEST SUPPORT SERVICES FROM TRIPLE
G CORPORATION.

3.    TRIPLE G WILL PROVIDE SPECIALTY WITH TWENTY FOUR HOUR, SEVEN DAY PER WEEK
TELEPHONE ACCESS TO TRIPLE G SUPPORT STAFF, FOR EMERGENCY SUPPORT SERVICES, AS
GOVERNED BY THE TERMS OF THIS AMENDMENT AND BY TRIPLE G'S THEN CURRENT SUPPORT
POLICY, INCLUDED HEREIN AS ATTACHMENT 1.0.

4.    FIXED PRICE ENHANCEMENT REQUESTS FOR ACCOUNTS RECEIVABLE WILL BE
CALCULATED AT [***]* PER HOUR FOR THOSE ENHANCEMENTS DEEMED TO BE GENERAL US
BILLING/AR MARKET REQUIREMENTS. THIS WILL BE SHOWN AT THE TIME OF QUOTATION AND
APPROVAL. ALL WORK IN PROVIDING AN ESTIMATE WILL BE

---------------------
         * PORTIONS OF THIS PAGE HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION.

<PAGE>

BILLABLE AT THE RATES SHOWN. IF THE QUOTATION IS ACCEPTED THE TIME FOR
ESTIMATION WILL BE INCLUDED IN THE QUOTATION. ALL OTHER ENHANCEMENTS SHALL BE AT
THE THEN CURRENT HOURLY RATE. ALL ENHANCEMENTS SHALL INCLUDE A 60-DAY WARRANTY
PERIOD.

5.    THE MONTHLY FEE SHALL BE ADJUSTED TO REFLECT ANY ADDITIONAL PURCHASE OR
LICENSES.

6.    ALL TRIPLE G TRAVEL AND EXPENSES WILL BE IN ACCORDANCE WITH THE THEN
CURRENT SPECIALTY TRAVEL POLICY, PROVIDED THAT THIS HAS BEEN COMMUNICATED IN
WRITING TO TRIPLE G AND TRIPLE G HAS AGREED ON THE TERMS. TRIPLE G AND SPECIALTY
MAY AGREE TO OTHER MUTUALLY ACCEPTABLE TERMS."



AGREED TO BY:



TRIPLE G CORPORATION                             SPECIALTY LABORATORIES INC.



BY:                    /s/                       BY:             /s/
   ---------------------------------------          ---------------------------

DATE:                DEC 31 99                   DATE:         12/21/99
     -------------------------------------            --------------------------