Exhibit 10.1

                           Amendment to Notes Payable
                                Revision 10/06/00


This document  amends the Note Payable or Contingency  Agreement dated August 4,
1999  between   Greenberg  Asset   Management  Trust   (Greenberg),   Biological
Technologies, Inc. (BTI), and Magellan Technology, Inc. (corporate named changed
to BioMeridian Corp.,  hereinafter referred to as "BioMeridian").  This document
supercedes  any revisions or amendments to the Note Payable  (including the Note
Payable - Revised Terms dated March 31, 2000).

Reviewing the fund raising and financing  efforts of BioMeridian,  there is some
doubt  that  BioMeridian  will be  successful  in making  the final  payment  of
principle  and  interest  by or  near  September  30,  2000.  In  light  of this
development,  Greenberg, BTI and BioMeridian agree to amend the Note Payable and
Contingency Agreement on the following terms.

Transfer of BTI Business to Greenberg Asset Management Trust

Greenberg  and  BioMeridian  agree to an amicable  transfer of the BTI  business
assets  acquired by  BioMeridian  from  Greenberg  in the  original  acquisition
transaction dated August 4, 1999 (the "Assets") to Greenberg.  Essentially,  BTI
will be kept intact as a going concern by Greenberg, and BioMeridian will become
a preferred distributor of BTA products. Further, Greenberg and BioMeridian will
have joint ownership of the BTA S-3000 product.

Business Transfer Terms:

1.        Ownership of the BTI Assets will revert to Greenberg Asset  Management
          effective October 16, 2000.

2.        Greenberg will create a preferred distributorship for all BTA products
          with BioMeridian.
     o    BTA  product  pricing to  BioMeridian  will be: Cost of  Instrument  +
          Customer  Support Cost +  Manufacturing  Profit.  For the BTA S-2000 &
          2000SG  this will be  $4,500.  This  pricing  may be subject to change
          based  upon  increases  in normal  costs.  In the event of  increasing
          costs,  BioMeridian  and BTI will agree to  reasonable  and  necessary
          price changes.
     o    Dr.  Greenberg will agree to create  software  packages for a seamless
          interface  between BTA, MSA and any future  products  developed.  This
          software and  capability  will be  exclusively  owned by  BioMeridian.
          BioMeridian will pay for all costs of development as well as any other
          related expense.
     o    The future intent of BioMeridian and BTI will be to market MSA and BTA
          devices  in a  complimentary  package,  particularly  in the  American
          markets.
     o    BTI will not create  distributorships  with any current EAV  companies
          distributed to and/or headquartered in the Americas.

3.        All  unpaid  debt  accrued   interest  and  other   amounts  due  from
          BioMeridian to Greenberg Asset Management is forgiven and cancelled.

4.        Each of Greenberg and BTI hereby  releases,  waives and discharges any
          and all claims  which it has,  had or may have against or with respect
          to  BioMeridian  (or  any  of  its  officers,   directors,  agents  or
          affiliates) that relate in any manner to the transfer of the Assets by
          BTI to  BioMeridian on August 4, 1999, the Note Payable or Contingency
          Agreement.

5.        All BTA S-2000  technology  and  software  development  will belong to
          Greenberg.
<PAGE>

6.        The BTA S-3000  software and basic  firmware  will belong to Greenberg
          (this  is  virtually  the  same  software  and  DACM  used for the BTA
          S-2000SG).  The BTA S-3000  mechanical  design,  electrical design and
          automation  firmware/software will belong to BioMeridian.  BioMeridian
          will complete the mechanical  design and testing on the S-3000 as soon
          as practical. BioMeridian will pay for all expenses for the reasonable
          development of the BTA S-3000.
     o    For future sales of the BTA S-3000  Greenberg  and  BioMeridian,  each
          will be paid a Licensing  Fee of $1000 for their  ownership of the BTA
          S-3000 technology.
     o    Pricing to BioMeridian for the BTA S-3000 from Greenberg will be: Cost
          of Instrument + Customer Support Cost + manufacturing  profit + $1,000
          Greenberg License Fee.
     o    Pricing to  Greenberg  for the BTA S-3000  from  BioMeridian  will be:
          $1000 BioMeridian License.

7.        All trade payables and  receivables  associated  with the operation of
          the Assets prior to October 16, 2000 will accrue to  BioMeridian.  The
          balance due Family  Technologies  for software  development of the BTA
          S-2000  software will be paid by Greenberg.  BioMeridian  will pay for
          all current Family Technologies billings through October 16, 2000.

               In the event BTI is unable to get services from existing  vendors
               due to outstanding BioMeridian debt, BTI will request BioMeridian
               to get their debts  current.  In the event  BioMeridian  does not
               respond,  BTI may elect to pay vendors  directly and add $3000 to
               the cost of each BTA device until they have been reimbursed.

8.        All Arizona personnel,  assets and liabilities,  patents,  trademarks,
          and intellectual  property related to the Assets will revert to BTI as
          of October  16,  2000  (except  as noted in #5  above).  Any debts and
          overhead costs will remain with BTI from that point forward.

               BioMeridian  will be  rewarded a  Preferred  Distributor  License
               consistent with Item #2 above.

               BioMeridian  will agree to a minimum  purchase quota of 1 BTA per
               quarter to keep the Distributorship active.

     BioMeridian  agrees  to hold BTI  harmless  for all acts,  liabilities  and
contracts entered into by BioMeridian from the period of October 1, 1999 through
October 16, 2000. Any acts,  liabilities  and contracts prior to October 1, 1999
or subsequent to October 16, 2000 will be the responsibility of BTI

9.        Dr. Greenberg will remain in an active consulting role for BioMeridian
          and retain a seat on the Advisory Board. His availability will be on a
          part-time  basis at a fair rate.  Terms of the consulting role will be
          defined in a separate Consulting Agreement.

10.       Greenberg Asset  Management  Company grants to BioMeridian a six-month
          option to sell their  BioMeridian  stock through a 3rd party purchaser
          at a price of  $0.30/share.  If the market price of the stock is equal
          to or exceeds  $0.30 per share,  Greenberg may elect to sell the stock
          on the  open  market  with  BioMeridian  retaining  a first  right  of
          refusal.

11.       In the event Greenberg is unable to provide adequate  customer support
          or manufacturing of BTI products due to a catastrophic  event (such as
          bankruptcy),  BioMeridian may assume those responsibilities and pay to
          Greenberg a reasonable Licensing Fee (similar to #5 above).

12.       In the event  Greenberg  and the BTI  Company is sold,  all rights and
          distributor  privileges  detailed  in this  document  will  accrue  to
          BioMeridian in perpetuity.

13.       In the event of a bankruptcy  or business  failure of  BioMeridian  or
          successors, all BioMeridian rights and licenses in the BTA will cease.

14.       In the event of the  bankruptcy  or business  failure of  Greenberg or
          successors,  all technology rights and ownership of the BTA will inure
          to BioMeridian.

<PAGE>

Re-instatement  Clause:  In the event  BioMeridian  is able to  obtain  adequate
funding  to  complete  the  purchase  of BTI and pay the  Note  balance  due (as
detailed in paragraph  #1) by October 31, 2000,  Greenberg and  BioMeridian  may
mutually agree to complete the sale as originally  negotiated.  If that election
is made, this document becomes null and void.


The undersigned  have carefully  reviewed the foregoing  document and by signing
below agree to be bound by the terms.

Greenberg Asset Management Trust            BioMeridian Corporation
                                            (formerly Magellan Technology, Inc.)


By: /s/ Robert Greenberg                       By:    /s/  William Fresh
    ____________________                              ____________________
 Its: President   Date 10/24/00                Its:  Chairman      Date 11/22/00


Biological Technologies
BioMeridian International, Inc.


By: /s/     Darwin   Millet
    ________________________
 Its:  President    Date 10/19/00