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Exhibit 10.1    
    


THIRD AMENDMENT AND CONSENT TO SECOND AMENDED AND RESTATED

CREDIT AGREEMENT AND CONSENT TO INTERCREDITOR AGREEMENT  


        THIRD AMENDMENT AND CONSENT, dated as of January 20, 2004 (this "Consent"), to the Second Amended and
Restated Credit Agreement, dated as of September 30, 2003 (as amended, supplemented or otherwise modified from time to time, the "Credit
Agreement"), by and among General Electric Capital Corporation, as Agent and Lender ("Agent"), Inverness Medical
Innovations, Inc. ("Innovations"), Wampole Laboratories, LLC, Inverness Medical (UK) Holdings Limited, as borrowers
("Borrowers"), the other Credit Parties signatory thereto, Merrill Lynch Capital, a division of Merrill Lynch Business Financial Services Inc.,
as documentation agent and co-syndication agent, UBS Securities LLC, as co-syndication agent, and the lenders signatory thereto from time to time (collectively, the
"Lenders") and Consent to the Intercreditor Agreement (as amended, supplemented or otherwise modified from time to time, the
"Intercreditor Agreement"), dated as of November 14, 2002, among General Electric Capital Corporation, as agent for the lenders from time to time
party to the Senior Credit Agreement (as defined in the Intercreditor Agreement) (in such capacity, "Senior Agent"), the holders of Subordinated
Obligations (as defined in the Intercreditor Agreement) and the credit parties signatory thereto. 


W
I T N E S S E T H 


        WHEREAS,
Borrowers have notified Agent that Innovations intends to consummate the Subordinated Bond Issuance and issue senior subordinated notes in an aggregate principal amount not to
exceed $165,000,000 and to use a portion of the proceeds thereof to, inter alia, repay in full the 9% Subordinated Notes due on or before
September 20, 2008, in the original aggregate principal amount of $9,000,000 (the "9% Subordinated Notes") issued by Innovations to Perry
Partners L.P., Perry Partners International, Inc. and The Ron Zwanziger 2001 Charitable Remainder Trust, including all accrued and unpaid interest thereon and any prepayment premium with
respect thereto (the "9% Subordinated Notes Repayment" and, together with the Subordinated Bond Issuance, the "Subordinated Bond
Transaction"); 


        WHEREAS,
Borrowers have notified Agent that the terms of the Subordinated Bond Issuance shall be on substantially the terms set forth in the Description of the Notes attached hereto as  Exhibit A (the
"Description of the Notes"); 



        WHEREAS,
Borrowers have requested that, (i) Agent and each Lender consent to the Subordinated Bond Issuance, (ii) notwithstanding the restrictions in  Sections 6.3(b) and 6.14 of the Credit Agreement, which would otherwise prohibit the 9% Subordinated
Notes Repayment absent the consent of Agent and the Requisite Lenders, Agent and the Requisite Lenders consent to the 9% Subordinated Notes Repayment and (iii) notwithstanding the restrictions
in Sections 3.1 and 3.4 of the Intercreditor Agreement, which would otherwise prohibit the 9%
Subordinated Notes Repayment absent the consent of Senior Agent, Senior Agent consents to the 9% Subordinated Notes Repayment; and 



        WHEREAS,
in connection with the consent granted herein, the Borrowers, Agent and Lenders have agreed to amend the Credit Agreement on the terms and conditions set forth herein. 


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


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


        2.    Amendment to Subordinated Bond Transaction.    As of the Amendment Effective Date (as hereinafter defined),
(i) Agent and each Lender hereby approves the terms of the Subordinated Bond Issuance on substantially the terms set forth in the Description of Notes;  provided, that the Company 










may
increase the aggregate principal amount of the senior subordinated notes issued in the Subordinated Bond Issuance to an amount not to exceed $165,000,000; (ii) notwithstanding the
restrictions in Sections 6.3(b) and 6.14 of the Credit Agreement, which would otherwise prohibit the 9%
Subordinated Notes Repayment absent the consent of Agent and the Requisite Lenders, Agent and the Requisite Lenders hereby consent to the 9% Subordinated Notes Repayment with a portion of the proceeds
of the Subordinated Bond Issuance; (iii) notwithstanding the restrictions in Sections 3.1 and 3.4
of the Intercreditor Agreement, which would otherwise prohibit the 9% Subordinated Notes Repayment absent the consent of Senior Agent, Senior Agent consents to the 9% Subordinated Notes Repayment;  provided, in each case, that (x) the Subordinated Bond Transaction is consummated on or prior to February 27, 2004, (y) the
proceeds of the Subordinated Bond Issuance (other than those expressly permitted hereunder to be and are used for the 9% Subordinated Notes Repayment) are applied as required pursuant to  Section 1.3(b)(v) of the Credit Agreement until the balance of the Loans are reduced to zero (0), all interest on the Loans have been paid in
full and all fees owing to Agent and Lenders have been paid in full, and (z) the application of proceeds described in clause (y) are in an
amount sufficient to, and do, reduce the outstanding amount of the Loans to zero (0), repay all interest on the Loans, and pay all fees owing to Agent and Lenders. 



        3.    Amendment to Credit Agreement.    



        (a)   Section 1.3(c)(i) of the Credit Agreement is amended by deleting the last sentence therein and inserting in
lieu thereof, the sentence "To the extent the Subordinated Debt Documents governing the Subordinated Bond Issuance require that proceeds of Asset Sales (as such term is defined in the Subordinated
Debt Documents governing the notes issued under the Subordinated Bond Issuance) be used to repay the Revolving Loans and permanently reduce the availability of the Revolving Loan Commitments, the
European Revolving Loan Commitment shall be so reduced to the extent the Asset Sale was made by an European Credit Party and the US Revolving Loan Commitment shall be so reduced to the extent the
Asset Sale was made by a US Credit Party." 


        (b)   Section 5.4(d) of the Credit Agreement is amended by inserting at the end thereof, the sentence "Notwithstanding
anything herein to the contrary, key man life insurance policy shall not be required if either the Subordinated Bond Issuance or a Successful Syndication is consummated on or prior to March 31,
2004. In the event neither the Subordinated Bond Issuance nor the Successful Syndication is consummated on or prior to March 31, 2004, US Borrower shall obtained such key man life insurance
policy on or before May 15, 2004." 


        (c)   Clause (f)
of Section 6.14 of the Credit Agreement is deleted in its entirety and the following
clause (f) is inserted in lieu thereof: "(f) the Credit Parties may make cash distributions to Innovations to enable Innovations to pay, and Innovations may pay, regularly scheduled interest
payments on Indebtedness incurred pursuant to the Subordinated Bond Issuance to the extent permitted by Subordinated Debt Documents (including any subordination agreements with respect thereto)
governing the Subordinated Bond Issuance." 


        (d)   Section 8.1(l) is amended by inserting the words "or, for so long as any of the notes issued under the
Subordinated Bond Issuance remain outstanding, any "Change of Control" (as such term is defined in the Subordinated Debt Documents governing the notes issued under the Subordinated Bond Issuance)"
immediately after the term "occurs" appearing therein. 




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



        (a)   The
execution, delivery and performance by each Credit Party of the Loan Documents to which it is a party and the creation of all Liens provided for therein:
(a) are within such Person's corporate, company or partnership power; (b) have been duly authorized by all necessary corporate, limited liability company or limited partnership action;
(c) do not contravene any provision of such Person's charter, bylaws or equivalent constitutive documents or partnership or operating agreement, as applicable; (d) do not violate any law
or regulation, or any order or decree of any court or Governmental Authority; (e) do not conflict with or result in the breach or 









termination
of, constitute a default under or accelerate or permit the acceleration of any performance required by, any indenture, mortgage, deed of trust, lease, agreement or other instrument to
which such Person is a party or by which such Person or any of its property is bound; (f) do not result in the creation or imposition of any Lien upon any of the property of such Person; and
(g) do not require the Amendment or approval of any Governmental Authority or any other Person. 


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


        (c)   This
Amendment constitutes a legal, valid and binding obligation of each of the Credit Parties, enforceable against each of them in accordance with its terms. 



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


        (e)   No
action, claim or proceeding is now pending or, to the knowledge of any Credit Party, threatened against such Credit Party, at law, in equity or otherwise, before any
court, board, commission, agency or instrumentality of any foreign, federal, state, or local government or of any agency or subdivision thereof, or before any arbitrator or panel of arbitrators, which
(a) challenges any Credit Party's right or power to enter into or perform any of its obligations under this Amendment, the Credit Agreement and the other Loan Documents to which it is a party,
or the validity or enforceability of this Amendment, the Credit Agreement or any Loan Document or any action taken thereunder, or (b) has a reasonable risk of being determined adversely to any
Credit Party and that, if so determined, could be reasonably be expected to have a Material Adverse Effect after giving effect to this Amendment. 


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




        5.    No Other Amendments/Waivers.    Except as expressly provided herein, (i) the Credit Agreement shall be
unmodified and shall continue to be in full force and effect in accordance with its terms and (ii) this Amendment shall not be deemed a waiver of any term or condition of any Loan Document and
shall not be deemed to prejudice any right or rights which Agent or any Lender may now have or may have in the future under or in connection with any Loan Document or any of the instruments or
agreements referred to therein, as the same may be amended from time to time. 



        6.    Outstanding Indebtedness; Waiver of Claims.    Each of Borrowers and other Credit Parties hereby acknowledges
and agrees that as of December 22, 2003, (a) the aggregate outstanding principal amount of the European Revolving Loan is $22,960,000, (b) the aggregate outstanding principal
amount of the US Revolver Loan is $16,898,797.30, (c) the aggregate outstanding principal amount of the US Term A Loan is $35,075,000, and (d) the aggregate outstanding principal amount
of the US Term B Loan is $40,000,000, and (e) the aggregate outstanding principal amount of the European Term Loan is $9,900,000, and that such principal amount is payable pursuant to the
Credit Agreement without defense, offset, withholding, counterclaim or deduction of any kind. Each Borrower and other Credit Party hereby waives, releases, remises and forever discharges Agent,
Lenders and each other Indemnified Person from any and all claims, suits, actions, investigations, proceedings or demands arising out of or in connection with the Credit Agreement (collectively,
"Claims"), whether based in contract, tort, implied or express warranty, strict liability, criminal or civil statute or common law of any kind or
character, known or unknown, which any Borrower or any other Credit Party ever had, now has or might hereafter have against Agent or Lenders which relates, directly or indirectly, to any acts or
omissions of Agent, Lenders or any other Indemnified Person on or prior to the Amendment Effective Date, provided, that no Borrower nor any other Credit
Party waives any Claim solely to the extent such Claim relates to Agent's or any Lender's gross negligence or willful misconduct. 










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


        8.    Effectiveness.    This Amendment shall become effective as of January 20, 2004 (the
"Amendment Effective Date") only upon satisfaction in full in the judgment of Agent of each of the following conditions: 



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


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



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




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


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








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



	 	 	WAMPOLE LABORATORIES, LLC.

INVERNESS MEDICAL (UK) HOLDINGS LIMITED
	

 	
 	

By:	

/s/  ANTHONY J. BERNARDO      
 Name: Anthony J. Bernardo

Title: Duly Authorized Signatory











	 	 	AGENT AND LENDERS
	

 	
 	

GENERAL ELECTRIC CAPITAL

CORPORATION, as Agent and Lender
	

 	
 	

By:	

/s/  ILLEGIBLE      
 Duly Authorized Signatory
	

 	
 	

GENERAL ELECTRIC CAPITAL

CORPORATION, as Senior Agent
	

 	
 	

By:	

/s/  ILLEGIBLE      
 Duly Authorized Signatory
	

 	
 	

MERRILL LYNCH CAPITAL, a division of Merrill Lynch Business Financial Services Inc., as Co-Syndication Agent, Documentation Agent and Lender
	

 	
 	

By:	

/s/  ILLEGIBLE      
 Duly Authorized Signatory
	

 	
 	

UBS SECURITIES LLC, as Co-Syndication Agent
	

 	
 	

By:	

/s/  DAVID A. JUGE, MANAGING DIRECTOR      
 Duly Authorized Signatory
	

 	
 	

By:	

/s/  OLIVER O. TRUMBO II, DIRECTOR      
 Duly Authorized Signatory
	

 	
 	

UBS AG, CAYMAN ISLANDS BRANCH, as a Lender
	

 	
 	

By:	

/s/  WILFRED V. SAINT, ASSOCIATE DIRECTOR      
 Banking Products Services, US

Duly Authorized Signatory
	

 	
 	

By:	

/s/  THOMAS R. SALZANO, DIRECTOR      
 Banking Products Services, US

Duly Authorized Signatory










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



	 	 	INVERNESS MEDICAL INNOVATIONS, INC.

INVERNESS MEDICAL, INC.

UNIPATH DIAGNOSTICS, INC.

UNIPATH ONLINE, INC.

OSTEX INTERNATIONAL, INC.

INVERNESS MEDICAL INTERNATIONAL

HOLDING CORP.

INVERNESS MEDICAL INTERNATIONAL

HOLDING CORP. II

UNIPATH LIMITED

APPLIED BIOTECH, INC.

FOREFRONT DIAGNOSTICS, INC.

MORPHEUS ACQUISITION CORP.

MORPHEUS ACQUISITION LLC

INVERNESS MEDICAL CANADA INC.—

MEDICALE INVERNESS CANADA INC.

INNOVATIONS RESEARCH LLC
	

 	
 	

By:	

/s/  ANTHONY J. BERNARDO      
 Name: Anthony J. Bernardo

Title: Duly Authorized Signatory
	

 	
 	

ORGENICS INTERNATIONAL HOLDINGS BV

INVERNESS MEDICAL SWITZERLAND GMBH

UNIPATH DIAGNOSTICS GMBH

CAMBRIDGE DIAGNOSTICS IRELAND LIMITED

PREGYMED GMBH

SCANDINAVIAN MICRO BIODEVICES APS
	

 	
 	

By:	

/s/  PAUL T. HEMPEL      
 Name: Paul T. Hempel

Title: Duly Authorized Signatory
	

 	
 	

SELFCARE TECHNOLOGY, INC.
	

 	
 	

By:	

/s/  DUANE L. JAMES      
 Name: Duane L. James

Title: Duly Authorized Signatory













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Exhibit 10.1