<PAGE>
EXHIBIT 10.50

         QUOTA PURCHASE AND SALE AGREEMENT AND NON-COMPETITION AGREEMENT

                                                                         [

                        QUOTA PURCHASE AND SALE AGREEMENT

      By this private instrument and in the best form of law,

      ON THE ONE SIDE:

            1.    ZULEIKA BEATRIZ DE OLIVEIRA, Brazilian citizen, single,
                  lawyer, resident and domiciled in Sao Paulo, State of Sao
                  Paulo, at Rua Bandeira Paulista, 600, 7th floor, Zip Code
                  04532-001, bearer of Identity Card RG no. 3.173.771 SSP/SP and
                  Individual Taxpayer Card CPF/MF no. 453.297.378-34 SSP/SP
                  (hereinafter referred to as "ZULEIKA"); and

            2.    ROBERTO MANUEL DE OLIVEIRA, Brazilian citizen, separated,
                  engineer, resident and domiciled in Sao Paulo, State of Sao
                  Paulo, at Rua Bandeira Paulista, 142, suite 42, Zip Code
                  04532-000, bearer of Identity Card RG no. 6.325.753 SSP/SP and
                  Individual Taxpayer Card CPF/MF no. 003.991.868-83 SSP/SP
                  (hereinafter referred to as "ROBERTO"),

                  ZULEIKA AND ROBERTO HEREINAFTER COLLECTIVELY REFERRED TO AS
                  THE "SELLERS";

      AND, ON THE OTHER SIDE:

            3.    HEMAGEN DIAGNOSTICS, INC., a company duly organized and
                  existing under the laws of Delaware, United States of America,
                  with head offices in 9033 Red Branch Road, Columbia, Maryland
                  - 21045, United States of America, herein duly represented by
                  its attorney-in-fact Mr. Paulo Frank Coelho da Rocha
                  (hereinafter referred to as "BUYER");

      WITNESSETH:

      WHEREAS, ZULEIKA is the owner of 266,151 (two hundred sixty-six thousand,
      one hundred fifty-one) quotas, representing 16.33% (sixteen point
      thirty-three percent) of the capital stock of HEMAGEN DIAGNOSTICOS
      COMERCIO, IMPORTACAO E EXPORTACAO LTDA., a limited liability business
      company, with head offices in

<PAGE>

      the city of Sao Paulo, State of Sao Paulo, Brazil, at Rua Diogo Moreira,
      222, Pinheiros, Zip Code 05423-010, with its incorporation documents filed
      with the Board of Commerce of the State of Sao Paulo under no.
      35.209.488.211on July 26, 1990, CNPJ/MF no. 64.002.686/0001-32
      (hereinafter referred to as "COMPANY");

      WHEREAS, ROBERTO is the owner of 266,151 (two hundred sixty-six thousand,
      one hundred fifty-one) quotas, representing 16.33% (sixteen point
      thirty-three percent) of the capital stock of the COMPANY (ZULEIKA'S
      quotas and ROBERTO'S quotas, jointly hereinafter referred to as the
      "QUOTAS")

      WHEREAS, the SELLERS wish to sell the QUOTAS to BUYER; and

      WHEREAS, BUYER wishes to acquire the QUOTAS, all in accordance with the
      terms and conditions hereinafter set forth,

      NOW, THEREFORE, the parties have mutually agreed and contracted the
      following terms and conditions, which they mutually grant and accept, to
      wit:

      1. PURCHASE AND SALE OF THE QUOTAS

            1.1. Each of the SELLERS hereby sells to the BUYER (and/or its
      designees), and the BUYER (and/or its designees) purchases from each of
      the SELLERS, the totality of the quotas held by it in the capital stock of
      the COMPANY.

            1.2 The QUOTAS are free and unencumbered of any liens, pledges,
      charges, to their alienation or litigation of any kind.

            1.3. The parties also execute on this date an amendment to the
      Articles of Association of the COMPANY in order to formalize the transfer
      of the QUOTAS provided herein.

      2. PRICE - PAYMENTS

            2.1. PRICE. The total price for the QUOTAS (hereinafter "PRICE")
      shall be US$20,000.00 (twenty thousand United States Dollars), to be paid
      by the BUYER (and/or its designees) to the SELLERS as follows:

                  (a)   US$10,000.00 (ten thousand United States Dollars) are
                        paid to ZULEIKA upon execution of this Agreement; and

<PAGE>

                  (b)   US$10,000.00 (ten thousand United States Dollars) are
                        paid to ROBERTO upon execution of this Agreement.

            2.2. The conversion from United States Dollars into Brazilian Reais
      for the purpose of any of the payments provided for in this Section 2,
      shall be effected through an exchange contract providing for the
      conversion of U.S. Dollars into Reais in accordance with the official
      exchange rate prevailing on the date of execution of the exchange
      contract, to be entered into between each of the SELLERS and the banks
      indicated below:

      Payment to ZULEIKA:
      Bank: Banco do Brasil S/A (001)
      SWIFT: BRASBRRJOCO
      Credit to the account: Ag. Itaim Bibi - SP (2807-X), bank account No.
      6375-4 for the acquisition of equity participation ("transfer?ncia de
      titularidade de quotas" - "natureza da operacao": 70205) in the COMPANY
      for registration with the Central Bank of Brazil under RDE-IED under No.
      IA009686

      Payment to ROBERTO:
      Bank: Itau S/A (341)
      SWIFT: ITAU BR SP
      Credit to the account: Ag. 3741, bank account No. 30.272-7 for the
      acquisition of equity participation ("transfer?ncia de titularidade de
      quotas" - "natureza da operacao": 70205) in the COMPANY for registration
      with the Central Bank of Brazil under RDE-IED under No. IA009686


            2.3. SELLERS hereby give BUYER full release regarding the payment of
      the PRICE.

      3. REPRESENTATIONS AND WARRANTIES BY THE SELLERS

            3.1. The BUYER has agreed to purchase the QUOTAS in reliance upon
      the representations and warranties made by the SELLERS concerning the
      situation and business standing of the COMPANY. With full knowledge that
      such representations and warranties are fundamental to the object of this
      Agreement, the SELLERS hereby, jointly and severally declare and warrant
      that:

                  3.1.1. The COMPANY is a limited liability business company
      duly organized and validly existing and in good standing under the laws of
      the Federative Republic of Brazil and is duly qualified to do business in
      the jurisdictions where its properties are located or where its businesses
      are conducted, and it has full right and authority to own its properties
      and to conduct its business.


<PAGE>

                  3.1.2. All QUOTAS are paid up and free of any lien or burdens
      whatsoever. The SELLERS are not a party to any contract or obligation
      whereby they have granted to third parties the right to purchase, obtain
      or acquire any rights on the QUOTAS. The QUOTAS have equal rights in
      respect of voting, profit distribution, subscription to new capital and
      all such matters affecting the rights of partners.

                  3.1.3. The QUOTAS may be freely assigned and transferred,
      without the need of prior approval or authorization of any public or
      governmental agency or authority.

                  3.1.4. The SELLERS have full rights to assign and transfer the
      QUOTAS to the BUYER and upon the transfer hereunder the BUYER shall
      acquire a valid and transferable title on such QUOTAS free and
      unencumbered of any liens, restrictions or rights of third parties,
      individuals or legal entities.

                  3.1.5. All the trademarks, patents, licenses, models,
      privileges and product registrations owned by the COMPANY are of full,
      legitimate and unquestionable property of the COMPANY and, except for the
      proceedings listed in Exhibit 3.1.5.A, the SELLERS have no knowledge of
      any infringement to any intellectual rights of the COMPANY. The
      intellectual property rights and product registrations of COMPANY, which
      are sole property of the COMPANY, are listed in Exhibit 3.1.5.B. Neither
      SELLER has any personal interest or claim on any of the COMPANY'S
      trademarks, name or product registrations, all of which are in good
      standing as of this date.

                  3.1.6. Attached hereto as Exhibit 3.1.6 are copies of the
      Balance Sheet and other financial statements of the COMPANY drawn up as of
      December 31, 2003 (hereinafter referred to as "FINANCIAL STATEMENTS"). To
      the best of the SELLERS' knowledge (and they have not made any
      investigation in such regard), such FINANCIAL STATEMENTS show accurately
      (i) the financial position of the COMPANY on the date on which they were
      drawn up and (ii) the results of the operations of the COMPANY during the
      periods closed on the respective dates.

                  3.1.7. To the best of the SELLERS'S knowledge (and they have
      not made any investigation in such regard), there are no facts or events
      that may substantially and unfavorably affect the COMPANY'S business and
      they declare that they are rendering to the BUYER in this instrument and
      in any Exhibits attached hereto all the information they know.

                  3.1.8. The SELLERS have been paid for all the rights and
      credits that they may have had up to this date against the COMPANY and/or
      the BUYER under any title and capacity, giving to the COMPANY and to the
      BUYER full release regarding all such rights and credits.


<PAGE>

                  3.1.9. To the best of SELLERS' knowledge (and they have not
      made any investigation in such regard), none of the clients of the COMPANY
      has expressed any intent to terminate or significantly alter their current
      business relationship with the COMPANY, nor taken steps that may be
      construed as indicative of such intent.

                  3.1.10. The SELLERS do not have any direct or indirect equity
      interest (or option to acquire any direct or indirect equity interest) in
      any of the COMPANY'S distributors or customers nor, to the best of their
      knowledge (and they have not made any investigation in such regard), do
      any of their immediate relatives.

      4. REPRESENTATIONS AND WARRANTIES BY THE BUYER

            4.1. The BUYER represents and warrants to the SELLERS, with the
      intent that such representations and warranties shall form the basis of
      this Agreement, the following:

                  4.1.1. The BUYER is a corporation duly qualified to do
      business, and it has full corporate authority and power to own its
      properties and to conduct its business.

                  4.1.2. The BUYER has full right and authority to execute and
      deliver this Agreement and to consummate the specific transactions
      contemplated herein.

                  4.1.3. This Agreement when duly executed and delivered by the
      BUYER will constitute a valid and binding obligation of the BUYER
      enforceable in accordance with its terms.

                  4.1.4. All actions of the directors or of the shareholders of
      the BUYER, which may be required to authorize the transactions,
      contemplated in this Agreement have been taken.

      5. INDEMNIFICATION

            5.1. The SELLERS hereby, jointly and severally, assume the full
      responsibility and undertake to indemnify and keep the BUYER and the
      COMPANY fully exempt from any encumbrance, expenses, losses, costs or any
      other type of liability that the BUYER or the COMPANY may incur or may be
      obliged to pay, by virtue of any infringement, inaccuracy or violation of
      any representation, warranty or declaration made by the SELLERS in Chapter
      3 hereunder.

            5.2. If at any time the COMPANY and/or the BUYER is requested to
      make any payment in connection with any liabilities provided for in Clause
      5.1 above, the BUYER shall give prompt notice of the fact to the

<PAGE>

      SELLERS so that they may immediately thereafter choose to take one of the
      following actions:

                  5.2.1. Undertake, at their own expense and risk, the defense
      of the COMPANY and/or of the BUYER, as the case may be, for which purpose
      the COMPANY shall grant the necessary powers to the counsel indicated by
      the SELLERS, without prejudice to the COMPANY'S right to retain its own
      counsel; and/or

                  5.2.2. Offer the necessary assets and/or guarantees as may be
      determined by the administrative or judicial authorities; and/or

                  5.2.3. Determine that the BUYER shall conduct the defense of
      the COMPANY and/or of the BUYER, provided that the SELLERS, in this case,
      will make available to the COMPANY and/or to the BUYER the funds necessary
      for settlement of the asserted claims and respective collateral costs.

            5.3. In the event the SELLERS fail to give written notice of this
      decision to the BUYER within 5 (five) business days following receipt of
      the BUYER'S notice, then BUYER may take over the defense of the claim
      provided, however, that the settlement or defense shall be made at the
      expense of the SELLERS, who shall likewise bear the risks involved and
      shall provide, in advance, the necessary assets and/or funds to meet any
      and all costs involved.

            5.4. The defense or other actions of the SELLERS taken in connection
      with any claims of their responsibility may not, at any time, cause any
      damage to the normal business operation or to the reputation of the
      COMPANY and/or of the BUYER. Should any of these events occur, the COMPANY
      and/or the BUYER may undertake the defense of the claim or other
      appropriate action charging the SELLERS for all the costs incurred
      thereto.

            5.5. Any and all amounts due by the SELLERS as a result of the
      liability undertaken by them in this Section 5 and which are paid by the
      COMPANY and/or by the BUYER, shall be reimbursed by the SELLERS to the
      COMPANY or to the BUYER, at BUYER'S discretion, within 5 (five) business
      days following the respective disbursement, otherwise such amount shall be
      adjusted for inflation in accordance with an index which effectively
      reflects the loss of acquisition power of the Brazilian currency, pro rata
      from the date of the payment up to the date of reimbursement, plus
      interests of twelve percent (12%) per year.

      6. DURATION OF THE WARRANTIES

            6.1. The SELLERS' representations and warranties contained herein
      shall survive the execution of this Agreement and the transfer of the
      QUOTAS, and be valid until the expiration of the statute of limitations
      applicable to each of the responsibilities guaranteed by the SELLERS.


<PAGE>

      7. NON COMPETITION, CONFIDENTIALITY, NO SOLICITATION, NO DISPARAGEMENT AND
      OTHER OBLIGATIONS OF SELLERS

            7.1. Each of the SELLERS hereby undertakes not to compete with the
      COMPANY in South America for thirty (30) months as of this date, except in
      the capacity of external lawyer or in house counsel (in the case of
      ZULEIKA) or independent or in house computer engineer consultant (in the
      case of ROBERTO), and provided that they, in such professional capacities,
      shall not use and shall keep secret any and all information regarding
      their ownership of the COMPANY'S shares and/or its sale to the BUYER, as
      well as any and all other information they may have had access by virtue
      of their position as partners of the COMPANY, without any prejudice to the
      confidentiality obligations provided in 7.2 below.

            7.2. The SELLERS acknowledge that the COMPANY'S Confidential
      Information is valuable and proprietary to its operations and agree not
      to, directly or indirectly, use, publish, disseminate, describe or
      otherwise disclose any Confidential Information or developments of any of
      the SELLERS or of the BUYER without the prior written consent of the
      BUYER. For the purposes of this Agreement, "Confidential Information"
      means all trade names, trademarks, service marks, patents and trade
      secrets and any and all other information related to the activities of the
      COMPANY not publicly available, such as, without limiting the generality
      of the foregoing, identities of suppliers, customers and contractors;
      product distribution information; pricing and compensation policies; sales
      or financing procedures or methods; operational methods and processes;
      technology; strategic plans; internal financial information; research and
      development plans and activities; methodologies; technical specifications;
      designs; computer software; marketing plans or strategies; accounts
      management; and acquisition and expansion plans. The SELLERS recognize and
      agree that all documents and objects containing any Confidential
      Information will after this transaction become the exclusive property of
      the COMPANY.

            7.3. The SELLERS undertake, for a period of thirty (30) months
      following this date, not to induce or try to induce any employee or person
      connected with the COMPANY to leave his or her employment or fail to
      render services to the COMPANY for any reason or for any purpose.

            7.4. The SELLERS undertake not to disparage the COMPANY and/or the
      BUYER and/or their products, operations, businesses, suppliers, customers,
      distributors, employees, Officers henceforth for any reason and at any
      time, and to always speak about them with respect and importance.

            7.5. Considering that the BUYER has advised the SELLERS that the
      BUYER would not purchase the QUOTAS unless the SELLERS agreed to the
      covenant of Clauses 7.1 to 7.4 above, the violation, by any of the

<PAGE>

      SELLERS, of the provisions of said Clauses, shall subject the SELLERS
      jointly and severally responsible for such violation to the payment of a
      penalty to the BUYER equivalent to the value of US$500.00 (five hundred
      thousand United States), per day while the breach of these obligations
      persists, plus damages actually verified.

      8. SUCCESSORS AND ASSIGNS

            8.1. This Agreement shall be observed and shall produce effects for
      all the parties hereto, their respective heirs, successors and assigns.
      None of the parties may assign this Agreement, or any of the rights
      derived there from, without the prior consent, in writing, of the other
      parties, with the exception, however, that, nothing contained herein shall
      prevent the BUYER from substituting for another company or companies
      connected with the economic group to which it belongs.

      9. EXPENSES

            9.1. Each party to this Agreement shall pay all of its expenses
      relating hereto, including fees and disbursements of its counsel,
      accountants and financial consultants or advisors.

      10. NOTICES

            10.1. Any notification in connection with this Agreement shall be
      made to the parties by personal delivery or by certified mail, to the
      following addresses:

                     (a) to ZULEIKA:
                     Rua Bandeira Paulista, 600, 7th floor
                     Sao Paulo - SP - Brazil
                     Zip Code 04532-001

                     (b) to ROBERTO:
                     Rua Bandeira Paulista, 142, suite 42
                     Sao Paulo - SP - Brazil
                     Zip Code 04532-000

                     (c) to the BUYER:
                     9033 Red Branch Road, Columbia, Maryland
                     21045
                     United States of America
                     At.:  Mr. William P. Hales
                     President & Chief Executive Officer

                     With a copy to:

<PAGE>

                     Demarest e Almeida Advogados
                     Av. Pedroso de Moraes, 1.201
                     Sao Paulo - SP - Brazil
                     At.:  Paulo F. Rocha

      11. ENTIRE AGREEMENT

            11.1. This Agreement and the Exhibits attached hereto constitute the
      entire agreement and understandings of the SELLERS and of the BUYER, and
      all prior negotiations and understandings relating to the subject matter
      of this Agreement are merged herein and are superseded and cancelled by
      this Agreement.

      12. LAW AND JURISDICTION

            12.1. This Agreement shall be construed and governed by the laws of
      the Federative Republic of Brazil. The Courts of the City of Sao Paulo,
      State of Sao Paulo, are hereby elected to settle any disputes arising from
      this Agreement, with the express waiver of any other, no matter how
      privileged. In case of litigation, the losing party shall reimburse the
      winning party for all legal expenses and for any and all amounts spent
      with counsel. Besides that, in case BUYER is the defendant and wins the
      lawsuit, SELLERS shall also reimburse BUYER for expenses with travel,
      transportation and hotel fees, limited to the amount of US$2,500.00 (two
      thousand and five hundred United States Dollars).

      IN WITNESS WHEREOF, the parties hereto sign this instrument, in the
      presence of two witnesses, as required by the law.

                         Sao Paulo, June 23, 2004. /s/ Zuleika
                         Beatriz De Oliveira
                         ZULEIKA BEATRIZ DE OLIVEIRA
                         /s/ Roberto Manueal De Oliveira
                         ROBERTO MANUEL DE OLIVEIRA
                         /s/Paulo Frank
                         Coelho da Rocha

                      BY HEMAGEN DIAGNOSTICS, INC.

      WITNESSES:

      1. /s/ Angonio Giglio Neto               2. /s/ Joana Paula Cardozo
         -------------------------------          ----------------------------
             Antonio Giglio Neto                     Joana Paula Cardozo
             RG 26.407.007-0 SSP/SP                  RG 28.782.321-0 SSP/SP

<PAGE>

                            NON-COMPETITION AGREEMENT

      By this private instrument, entered into by and between:

      On the one side:

      HEMAGEN DIAGNOSTICS, INC., a company duly organized and existing under the
      laws of Delaware, United States of America, with head offices in 9033 Red
      Branch Road, Columbia, Maryland - 21045, United States of America, herein
      duly represented by its attorney-in-fact Mr. Paulo Frank Coelho da Rocha
      (hereinafter referred to as "HEMAGEN US"); and

      On the other side:

      ZULEIKA BEATRIZ DE OLIVEIRA, Brazilian citizen, single, lawyer, resident
      and domiciled in Sao Paulo, State of Sao Paulo, at Rua Bandeira Paulista,
      600, 7th floor, Zip Code 04532-001, bearer of Identity Card RG no.
      3.173.771 SSP/SP and Individual Taxpayer Card CPF/MF no. 453.297.378-34
      SSP/SP (hereinafter referred to as "ZULEIKA"); and

      ROBERTO MANUEL DE OLIVEIRA, Brazilian citizen, separated, engineer,
      resident and domiciled in Sao Paulo, State of Sao Paulo, at Rua Bandeira
      Paulista, 142, suite 42, Zip Code 04532-000, bearer of Identity Card RG
      no. 6.325.753 SSP/SP and Individual Taxpayer Card CPF/MF no.
      003.991.868-83 SSP/SP (hereinafter referred to as "ROBERTO")

      (HEMAGEN US, ZULEIKA and ROBERTO hereinafter jointly referred to as
      "Parties").

      WHEREAS:

            (i)   HEMAGEN US is the controlling partner of HEMAGEN DIAGNOSTICOS
                  COMERCIO, IMPORTACAO E EXPORTACAO LTDA., a Brazilian company
                  with headquarters in the city of Sao Paulo, State of Sao
                  Paulo, at Rua Diogo Moreira, 222, Pinheiros, enrolled with the
                  CNPJ/MF under no. 64.002.686/0001-32 (hereinafter referred to
                  as "HEMAGEN BRAZIL"), currently holding quotas representing
                  eighty-three point sixty-six percent (83.66%) of its capital
                  stock, as per the Quota Purchase Agreement executed as of this
                  date, whereby ZULEIKA and ROBERTO have assigned and
                  transferred through a sale to HEMAGEN US all the quotas held
                  by them in HEMAGEN BRAZIL; and


<PAGE>

            (ii)  As part of the negotiation relating to the purchase and sale
                  of ZULEIKA and ROBERTO's quotas to HEMAGEN US, they have
                  agreed to execute this Non-Competition Agreement, according
                  with the following terms and conditions:

      1. NON-COMPETITION

            1.1. ZULEIKA and ROBERTO hereby undertake, for a period of 30
      (thirty) months following this date, and unless otherwise authorized in
      writing by HEMAGEN US, not to directly or indirectly participate in any
      type of business in the same field of business of HEMAGEN BRAZIL, within
      the territory of South America. ZULEIKA and ROBERTO shall be deemed
      participating in such business and activities and, therefore, in violation
      to the provisions hereunder, in case, inter alia, any of them own,
      directly or indirectly, shares, quotas, rights or any financial interest
      in any company, venture, association or other entity engaged in the
      business or activities referred to above, or in case any of them maintain
      an employment, consulting or similar relationship with such entity.

            1.2. During the term of this agreement, ZULEIKA and ROBERTO
      undertake not to solicit or try to induce any of the employees or clients
      of HEMAGEN BRAZIL to terminate or reduce their relationship with HEMAGEN
      BRAZIL.

            1.3. During the non-compete period mentioned above, ZULEIKA and
      ROBERTO may act in the capacity of external lawyer or in house counsel (in
      the case of ZULEIKA), or independent or in house computer engineer
      consultant (in the case of ROBERTO) and provided that they, in such
      professional capacities, shall not use and shall keep secret any and all
      information regarding their ownership of HEMAGEN BRAZIL's quotas and/or
      its sale to HEMAGEN US, as well as any and all other information they may
      have had access by virtue of their position as partners of HEMAGEN BRAZIL,
      without any prejudice to their confidentiality obligations provided in
      Clause 7.2 of the Quota Purchase Agreement executed as of this date.

      2. COMPENSATION AND EXPENSES

            2.1. In consideration for the obligations assumed by ZULEIKA and
      ROBERTO under this Agreement, HEMAGEN US shall pay to ZULEIKA and ROBERTO
      the total amount of US$42,000.00 (forty two thousand United States
      Dollars), as follows:

                  (a)   US$22,000.00 (twenty two thousand United States Dollars)
                        will be paid to ZULEIKA upon execution of this
                        Agreement; and


<PAGE>

                  (b)   US$20,000.00 (twenty thousand United States Dollars)
                        will be paid to ROBERTO upon execution of this
                        Agreement.

            2.2. ZULEIKA and ROBERTO give BUYER full release regarding the
      payment of the compensation herein provided.

            2.3. ZULEIKA and ROBERTO shall be solely responsible for paying any
      and all taxes due as a result of the receipt of the amounts referred to in
      section 2.1 above.

      3. TERM

            3.1. This Agreement shall enter into effect on this date and remain
      valid and in force for a period of thirty (30) months.

      4. BREACH

            4.1. The breach of any provision of this Agreement by ZULEIKA and/or
      ROBERTO shall subject each of the violator to the payment of a penalty to
      HEMAGEN US in the amount of US$500.00 (five hundred United States Dollars)
      per day for as long as the breach persists, plus any losses and damages
      actually incurred by HEMAGEN US. In the case of a breach by ZULEIKA and/or
      ROBERTO of section 1.2 hereof, the parties agree that "losses and damages"
      incurred by HEMAGEN US shall be the equivalent to five times the total
      gross sales amount of the COMPANY during the prior fiscal year with regard
      to the solicited client.

      5. BINDING EFFECT

            5.1. This Agreement constitutes the total understanding between the
      Parties, and shall be binding upon the Parties and their respective
      executors, administrators, successors, and assigns.

      6. NON-WAIVER

            6.1. No delay or failure by either Party in exercising any right
      under this Agreement, and no partial or single exercise of that right,
      shall constitute a waiver of that or any other right.

      7. SEVERABILITY

            7.1. In the event that any provision of this Agreement is found
      invalid or unenforceable, the remainder

<PAGE>

      of this Agreement shall remain valid and enforceable according to its
      terms.

      8. ASSIGNABILITY

            8.1. This Agreement and the rights and obligations hereunder are
      personal with respect to ZULEIKA and ROBERTO and may not be assigned or
      transferred to third parties.

      9. CONFIDENTIALITY

            9.1. The parties agree not to, directly or indirectly, disseminate
      or otherwise disclose any of the terms and conditions of this transaction
      and of this Agreement.

      10. GOVERNING LAW

            10.1. This Agreement shall be construed and governed by the laws of
      the Federative Republic of Brazil. The Courts of the City of Sao Paulo,
      State of Sao Paulo, are hereby elected to settle any disputes arising from
      this Agreement, with the express waiver of any other, no matter how
      privileged. In case of litigation, the losing party shall reimburse the
      winning party for all legal expenses and for any and all amounts spent
      with counsel. Besides that, in case HEMAGEN US is the defendant and wins
      the lawsuit, ZULEIKA and/or ROBERTO, as the case may be, shall also
      reimburse HEMAGEN US for expenses with travel, transportation and hotel
      fees, limited to the amount of US$2,500.00 (two thousand and five hundred
      United States Dollars). IN WITNESS WHEREOF the Parties execute this
      instrument on four (4) counterparts, in the presence of two (2) witnesses.

                             Sao Paulo, June 23, 2004

                             /s/ Paulo Frank Coelho da Rocha
                         by. HEMAGEN DIAGOSTICS, INC.
                             Paulo Frank Coelho da Rocha
                             Attorney-in-fact

                             /s/ ZULEIKA BEATRIZ DE OLIVEIRA
                             ZULEIKA BEATRIZ DE OLIVEIRA

                             /s/ ROBERTO MANUEL DE OLIVEIRA
                             ROBERTO MANUEL DE OLIVEIRA

<PAGE>

     WITNESSES:

     1. /s/ Antonio Giglio Neto               2. /s/ Joana Paula Cardozo
        -----------------------------            -------------------------------
     Name: Antonio Giglio Neto                Name: Joana Paula Cardozo
     ID:   RG 26.407.007-0 SSP/SP             ID:   RG 28.782.321-0 SSP/SP