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                                                                  EX-10.34

                                AGREEMENT

This Agreement made and entered into this 31st day of March, 1997, by and 
between  Verex Laboratories Inc., a Colorado Corporation (hereinafter 
referred to as "VEREX"), James M. Dunn M.D. (hereinafter referred to as 
"DUNN") and Birklea Ltd., a Irish Corporation (hereinafter referred to as 
"BIRKLEA").

                                 WITNESSETH

WHEREAS; all of the parties hereto mutually agree that VEREX is indebted to 
DUNN in the amount of $2,517,239 as of March 31, 1997, and that;

WHEREAS; all of the parties hereto mutually agree that VEREX is indebted to 
BIRKLEA in the amount of $2,325,000 as of March 31, 1997, and that;

WHEREAS; VEREX is desirous of creating a better financial picture of its 
corporation for possible investors and/or joint venture possibilities, and 
that;

WHEREAS; all of the parties hereto are desirous of improving the financial 
picture of VEREX;

NOW THEREFORE; in consideration of the mutual promise between the parties it 
is hereby agreed as follows:

1. DUNN hereby agrees to fully forgive and discarded the debt payable to 
him by VEREX in the amount of $2,517,239 as provided by his Employment 
Contract dated the 30th day of November, 1993.

2. BIRKLEA hereby agrees to fully forgive and discharge the debt payable to 
it by VEREX in the amount of $2,325,000 pursuant to the Convertible Secured 
Note dated the 30th day of November, 1993.

3. In consideration of the forgiveness of these obligations to VEREX by DUNN 
and BIRKLEA, VEREX agrees that the security interest that BIRKLEA now has in 
the Aztec product of VEREX shall not be disturbed except to the extent 
provided herein.

4. It is agreed that in consideration of the forgiveness of these debts that 
VEREX will attempt to continue the development of Aztec and find a buyer for 
the product, either through an outright sale of the product or through a 
licensing and royalty agreement.

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5. It is agreed that all monies obtained from whatever source, whether it be 
licensing  fees, advanced royalties, royalties or any other source of income 
from Aztec shall be divided as follows: 

1. Fifty percent (50%) of such income shall go directly to VEREX, twenty 
five percent (25%) shall go to BIRKLEA and twenty five percent (25%) to 
DUNN, until such time as the entities have been paid the following amounts:

                BIRKLEA - $4,650,000 and DUNN - $5,034,678

6. This incentive amount is being paid on a contingent basis if the sale of 
Aztec can be made and in consideration of DUNN and BIRKLEA forgiving their 
existing debt owed by VEREX.

7. It is agreed that in the event no money is received by VEREX on the sale 
of Aztec through any licensing or royalty agreement by December 31, 1998, 
and there are no signed contract by which any money is forthcoming from the 
sale of Aztec, BIRKLEA and Dunn will enter into a subsequent agreement.  The 
agreement will reverse their existing relationship to the extent that DUNN 
will assign the patent for Aztec to VEREX and VEREX will then assign the 
patent to BIRKLEA .  

 BIRKLEA will sign all of the necessary documentation satisfactory to both 
parties such that BIRKLEA will be the new owner with full right of ownership 
to the Aztec product.  BIRKLEA will sign a security interest in the product 
similar to the one it now holds as a secured party to the Aztec product over 
to DUNN to the extent of $5,034,678.  At that time and for a period of ten 
years (10) BIRKLEA shall have all rights title and interest to the product 
and shall attempt to sell the product under whatever fashion it can and will 
pay to DUNN twenty five percent (25%) of any and all proceeds derived from 
the sales of the product until such time as the debt of $5,034,678 is paid 
in full.  After that time BIRKLEA will have no further obligation to pay any 
money to DUNN for this product.

8. In addition to this amount, VEREX agrees that it shall divide ten percent 
(10%) of all income through licensing fees, advance royalties, royalties and 
any other source on VEREX formulations of Verin, C-R naproxen, C-R niacin and
C-R dipyridamole to offset the forgiven debt of BIRKLEA and DUNN in the 
following amounts:

               BIRKLEA - $2,325,000 and DUNN - $2,517,339

9. The incentive amount described in Paragraph 5 above shall only be paid out
of funds from the sale of Aztec.  The funds described in Paragraph 8 above 
shall be used to reduce the actual debt amount that has been forgiven by way 
of this agreement.

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10. The list of products stated in Paragraph 8 above specifically does not 
include the nanosphere technology.  The reason for this is that VEREX is 
attempting to make some progress with outside investors and/or licensing 
companies for the nanosphere technology and including this product in this 
incentive of debt repayment agreement could greatly hinder the progress of 
VEREX in its attempt to accomplish this goal.  However, it is specifically 
agreed that any and all agreements made on the nanosphere technology shall 
remain with VEREX and no agreements shall be made for that technology 
outside of VEREX.  All income whether through licensing fees, royalties, 
sale of product or whatever fees generated from the nanosphere technology 
will remain as assets of VEREX.

11. It is agreed that the indebtedness as provided by the employment contract
to DUNN dated the 30th day of November, 1993, shall be set at a firm amount 
as of this day as set out in the terms and conditions and the document 
creating the debt shall be frozen at this amount.  No further obligation 
will be incurred under that agreement.

12. It is agreed that the indebtedness as provided by the Convertible 
Secured Note to BIRKLEA dated the 30th day of November, 1993, shall be set 
at a firm amount as of this day as set out in the terms and conditions and 
the document creating the debt shall be frozen at this amount.  No further 
obligation will be incurred under that agreement.

The parties have entered into this agreement on the date first above written.


  (Registrant)                VEREX LABORATORIES, INC., a Colorado Corporation


BY(Signature)               /s/James M. Dunn
(Name and Title)            James M. Dunn, M.D., President



                            BIRKLEA, Ltd., a Irish Corporation



BY(Signature)               /s/



BY(Signature)               /s/ 
                            James M. Dunn, M.D., individually