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EXHIBIT 10.34



                     CONDITIONAL LEASE TERMINATION AGREEMENT


This Conditional Lease Termination Agreement is made and entered into this 30th
day of March, 2001 by and between Philip and Rose M. Pagliazzo (collectively
"Landlord") and Hemagen Diagnostics, Inc., a Delaware corporation with an
address at 9033 Red Branch Road, Columbia, Maryland ("Tenant") under the
following circumstances:

          A.   Tenant leases from Landlord and Landlord leases to Tenant certain
               premises located at 34-40 Bear Hill Road, Waltham, Massachusetts,
               pursuant to that certain Lease Agreement dated as of May 31, 1997
               between Landlord and Tenant ("Lease"); and

          B.   Tenant desires to sublease the Leased Premises to Beyond
               Genomics, Inc., a Delaware corporation, and Landlord may exercise
               Landlord's right under Section 12 of the Lease to terminate the
               Lease with Tenant and enter into a direct lease with Beyond
               Genomics, Inc.; and

          C.   The parties wish to evidence the early termination of the Lease
               and define their respective rights and obligations and provide
               for an orderly transfer of the premises should the Landlord
               recapture the space and enter into a direct lease with Beyond
               Genomics, Inc.

         NOW, THEREFORE, in consideration of the foregoing premises, and other
good and valuable consideration the receipt and sufficiency of which is hereby
acknowledged, Landlord and Tenant hereby agree as follows:

          1.   CONDITIONAL TERMINATION OF LEASE. Effective upon the execution of
               a lease agreement between Landlord and Beyond Genomics, Inc. in
               form and substance reasonably acceptable to Landlord and Beyond
               Genomics, Inc., the Lease between Landlord and Tenant shall be
               terminated effective as of the date of execution of the new
               lease. If rent payments under the new lease with Beyond Genomics,
               Inc. commence during a period for which Tenant has prepaid its
               rent under the Lease, Landlord agrees that, not more than
               fourteen (14) days after receipt of good funds constituting the
               initial monthly rent from Beyond Genomics, Inc., Landlord shall
               refund to Tenant the per diem amount of rent paid beyond the
               effective date of termination.

          2.   LEASEHOLD IMPROVEMENTS. Landlord acknowledges that Beyond
               Genomics, Inc. has purchased from Tenant the telephone system,
               refrigeration rooms, laboratory benches and other contents and
               leasehold improvements placed in the Leased Premises by Tenant,
               and that, notwithstanding Section 23 of the Lease, said equipment
               and personal property shall be left in the Leased Premises as the
               property of Beyond Genomics, Inc.

          3.   CONDITION OF PREMISES. Landlord agrees that the physical
               condition of the premises (excluding hidden or environmental
               matters) is acceptable to Landlord and that effective on this
               execution of the new lease between Landlord and Beyond Genomics,
               Inc., Landlord will look only to Beyond Genomics, Inc. at the
               termination or expiration of its Lease with Landlord to perform
               any duties relative to the physical condition of the premises.
               Notwithstanding the foregoing, Tenant will remove its signs
               promptly upon the termination of the Lease and will leave the
               floor and other surface areas of the Premises in broom clean
               condition to the reasonable satisfaction of Beyond Genomics, Inc.




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           4.  STANDARD ELECTRIC PARKING LEASE. Tenant hereby assigns and
               releases to Landlord all of Tenant's right, title and interest in
               and to that certain written sublease for parking space entered
               into by and between Tenant and Standard Electric, Inc. and to any
               at will sublease agreement which may exist between Standard
               Electric, Inc. and Tenant. On and after the date of this
               Agreement, Landlord shall have the sole right, power and
               authority to collect rent under said parking sublease agreement.
               If Tenant has collected rent from Standard Electric, Inc. for the
               month in which the Lease has terminated, then Tenant shall
               forthwith pay to Landlord the portion of such rent attributable
               to the remainder of the month.

           5.  PERMITTED SUBLETTING. Landlord acknowledges that Tenant will be a
               permitted subtenant under the lease with Beyond Genomics, Inc.
               for one individual office, one lab bench and one unit of lab
               space on a month-to-month basis, in which subleased space Tenant
               will continue to do business on a reduced scale in the same
               manner as it currently does business under the Lease with
               Landlord. Tenant agrees to be subject to, and abide by, all terms
               and conditions of Landlord's lease with Beyond Genomics, Inc.
               which provide conditions as to occupancy.

          6.   CONDITION PRECEDENT. The parties rights and obligations under
               this Termination Agreement are expressly conditioned on the
               execution by Beyond Genomics, Inc. and commencement of
               performance under a lease agreement between Landlord and Beyond
               Genomics, Inc. , including but not limited to Beyond Genomics,
               Inc. delivering all rent payments required upon the commencement
               of the lease term in good funds.

          7.   MISCELLANEOUS Tenant represents, warrants and covenants to
               Landlord that the signatory to this instrument has all right,
               power and authority under Delaware law and the Tenant's Articles
               of Incorporation and is vested by authority of its Board of
               Directors to enter into this Conditional Lease Termination
               Agreement and render Tenant's performance hereunder. Tenant and
               Landlord respectively represent and warrant to the other that
               there are no other agreements, subleases, amendments or addendums
               to the Lease except for a Bill of Sale for certain leasehold
               improvements by and between Tenant and Beyond Genomics, Inc., and
               the Parking Sublease referenced in Section 4 above. This
               Agreement shall be governed by Massachusetts law.

          8.   SURVIVAL. The rights, duties and obligations of Landlord and
               Tenant respectively, imposed by operation of law or the Lease
               survive termination of the Lease unaffected hereby, except as to
               the specific matters set forth within this Termination Agreement.



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     Executed this 30th day of March, 2001 by Landlord and Tenant.


                                                   LANDLORD




                                                    /s/ Phillip Pagliazzo
                                                   ---------------------
                                                   Phillip Pagliazzo



                                                    /s/ Rose Pagliazzo
                                                   ------------------
                                                   Rose Pagliazzo



                                                   TENANT


                                                   HEMAGEN DIAGNOSTICS, INC., a
                                                   Delaware Corporation



                                                   By  /s/ William P. Hales
                                                      ---------------------
                                                      William Hales, President






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                         LEASE TERM COMMENCEMENT LETTER
                         ------------------------------




Pursuant to Section 3 of a Lease dated March 30, 2001 between PHILIP PAGLIAZZO
and ROSE M. PAGLIAZZO as LESSOR and BEYOND GENOMICS, INC. as LESSEE, the parties
hereby agree that all conditions for the effectiveness and commencement of the
Lease have been fulfilled and that, subject only to LESSOR'S receipt of the
initial rent and security deposit in good funds from the LESSEE, the
Commencement Date of the Lease is as of April 1, 2001.



          Executed as a sealed instrument this 2nd day of April, 2001.



LESSOR:
                                                LESSEE:  BEYOND GENOMICS, INC.





/s/ Elaine Pagliazzo                            By: /s/ N.Stephen Ober
---------------------------------------            -----------------------------
Philip & Rose Pagliazzo, by their agent         N. Stephen Ober, President
Elaine Pagliazzo