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EXHIBIT 10.32


                         SECOND RESTRUCTURING AGREEMENT


This Second Restructuring Agreement ("Agreement") is made and entered into this
9 day of November, 2000 (the "Second Restructuring Date"), by and between
Hemagen Diagnostics, Inc., a Delaware corporation ("Hemagen"), and DADE BEHRING
INC., a Delaware corporation ("Dade Behring").

WHEREAS, Hemagen and Dade Behring entered into that Restructuring Agreement
dated June 5, 2000 ("Restructuring Agreement") wherein among other things
Hemagen agreed to pay to Dade Behring on or before September 1, 2000 certain
sums due under the Note and under the Manufacturing Agreement; and

WHEREAS, Hemagen has asked Dade Behring to again restructure the payments due
under paragraph 3(c) and 4(c)(C)(i) of the Restructuring Agreement; and

WHEREAS, Dade Behring has agreed to allow Hemagen to restructure those payments
under the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the promises contained herein and other good
and valuable consideration the sufficiency of which is hereby acknowledged, the
parties hereto agree as follows:

     1. DEFINED TERMS. All capitalized terms used but not defined herein shall
     be given the meaning set forth in the Restructuring Agreement and the
     Analyst Agreements (as such term is defined in the Restructuring
     Agreement).

     2. INCORPORATION BY REFERENCE. The terms and conditions of the Analyst
     Agreements and the Restructuring Agreement are incorporated herein by
     reference and remain in full force and effect unless otherwise amended as
     set forth herein.

     3. AMOUNTS DUE. Dade Behring and Hemagen agree that $1,050,000 is due under
     paragraph 3(c) of the Restructuring Agreement. Dade Behring and Hemagen
     agree that $158,000 is due under paragraph 4(c)(C)(i) of the Restructuring
     Agreement which includes $11,000 for the Tablet Testing Software. Dade
     Behring and Hemagen further agree that Hemagen no longer desires to license
     the Tablet Testing Software and that the license granted to Hemagen in
     paragraph 23 of the Restructuring Agreement is hereby revoked and the
     payment set forth in paragraph 4(c)(C)(i) is hereby reduced to $147,000.

     4. RESTRUCTURED PAYMENTS.
     (a)In consideration for the amounts due and owing under paragraph 3 above,
     (x) on the Second Restructuring Date Hemagen shall pay to Dade Behring the
     sum of $800,000.00 by wire transfer and (y) within thirty (30) days after
     the Second Restructuring Date assign and transfer to Dade Behring 100,000
     common Class A shares of Hemagen stock.
     (b)Upon receipt by Dade Behring of the $800,000.00 and the transfer and
     assignment of the stock set forth in 4(a) above, in further consideration
     for the amounts due and owing under paragraph 3 above, paragraphs 3(c)
     [including the Note set forth in Schedule A of the Restructuring Agreement]
     and 4(c)
     (C) (i) of the Restructuring Agreement shall be deleted and replaced with
     the following:



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     (i) Hemagen shall be obligated to pay Dade Behring the amount of Three
     hundred ninety-seven thousand Dollars ($397,000.00) ("Note Amount").
     Hemagen's obligation to pay the principal and interest on the Note Amount
     made to it by Dade Behring, shall be evidenced by a Promissory Note
     ("Promissory Note") attached hereto as Exhibit A.

     (ii) The unpaid principal amount of the Note Amount shall bear interest, at
     the rate of ten percent (10%) per annum or the maximum rate allowed by law
     whichever is less, from the Second Restructuring Date until the date of
     repayment of the Note Amount to Dade Behring by Hemagen.

     (iii)Hemagen shall pay the Note Amount in equal installments over a period
     of twenty-four months with the Note Amount being amortized over a
     thirty-six month period in the amount of $12,810.07 per month (the "Equal
     Installment Payments") and the final residual payment in the amount of
     $134,112.45 ("Residual Payment") due on November 15, 2002. Hemagen shall
     pay the Equal Installment Payments on the fifteenth day of each month. The
     first payment shall be due on November 15, 2000. Hemagen shall pay each
     Equal Installment Payment and the Residual Payment without notice or demand
     from Dade Behring. Hemagen shall have the right to prepay the Note Amount,
     in whole or in part, without premium or penalty, at any time prior to
     November 15, 2002. Hemagen shall make any such payments due in this
     paragraph 4(b)(iii) to Dade Behring at its offices at 1717 Deerfield Road,
     Deerfield, Illinois 60015.

     5. RIGHTS AND REMEDIES. Upon Dade Behring's receipt of the $800,000.00 and
     the stock as set forth in paragraph 4(a) above, Dade Behring agrees to
     suspend all rights and remedies related to paragraphs 3(a), 3(c), 4(c), and
     4(c)(C)(i) of the Restructuring Agreement, PROVIDED, HOWEVER Hemagen
     continues to make its payments under 4(b)(iii) above. In the event Hemagen
     fails to make the payment or stock transfer set forth in paragraph 4(a)
     above or make any payment set forth in 4(b)(iii), Dade Behring may
     immediately exercise any and all rights and remedies set forth in the
     Restructuring Agreement by providing Hemagen with written notice. Such
     termination shall be effective ten (10) business days after Hemagen has
     received written notice of such default and the original terms of the
     Manufacturing Agreement shall come into full force and effect. Hemagen
     agrees and understands that if Hemagen fails to pay Dade Behring the
     amounts described herein when due or owing, Dade Behring shall not allow an
     adjustment of the Purchase Price as set forth in paragraph 3(a) of the
     Restructuring Agreement or waiver of the amount set forth in paragraph 4(c)
     of the Restructuring Agreement, however any amounts received by Dade
     Behring hereunder shall be applied against the Note set forth in Schedule A
     of the Restructuring Agreement.

     6. CHOICE OF LAW. The substantive laws of the State of Delaware shall
     govern this Agreement.

     7.  MANUFACTURING AGREEMENT.

     (1) Paragraph 1(c) of the Manufacturing Agreement is amended by adding
     before the last sentence of paragraph 1(c): "Dade Behring shall have
     available the tablets set forth in the then current month of the forecast
     no later than the 20th day of the following month. Dade Behring shall
     notify Hemagen of the availability of such tablets and shall include
     therewith a copy of the batch record for each lot of tablets. Within 30
     business days from the Effective Date of this Agreement, Dade Behring shall
     provide Hemagen with a copy of each batch record for tablets produced by
     Dade Behring beginning on the date that Hemagen began operating the RAM
     equipment.

     (2)Paragraph 7(4) of the Restructuring Agreement is amended by deleting the
     sentence "The Monthly Amount is based on three tablet manufacturing runs
     per month, the average run in any month (including additional runs) is not
     to exceed 700,000 tablets but less than 1,000,000 tablets for any single
     run." and replaced with "The Monthly Amount is based on three tablet
     manufacturing runs per month, with no single run to exceed 1.05 million
     tablets, nor the total of the three manufacturing runs to exceed 2.1
     million tablets.

     (3)Paragraph 7(5) of the Restructuring Agreement is amended by adding to
     the end of that paragraph: "Hemagen and Dade Behring shall cooperate to
     ensure that raw materials for tablets are procured in an efficient and






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     timely manner. Dade Behring shall provide Hemagen with an inventory report
     of raw materials at the end of each quarter. Invoices for raw materials
     shall include the amount and type of each raw material.

     8. PANELS PLUS. Exhibit A of Schedule C of the Restructuring Agreement
     shall be amended by deleting "(after the Restructuring Date") and the days
     listed in the column under Delivery Date and inserting November 30, 2000
     for Runs # 1 and 2 and December 15, 2000 for Runs #3 and 4.

     9. EPROMS. Exhibit D of Schedule C, the last sentence is amended to add the
     following: Dade Behring will provide the Eproms for shipping on or before
     October 30, 2000.

     10. SNOW-GUN. New paragraph 9(e) shall be added to Section 9 of the
     Restructuring Agreement as follows: " Dade Behring shall provide Hemagen
     with a pilot (non-production) snow-gun as per Section 1C of Exhibit A to
     the Transition Services Agreement within 21 business days from the Second
     Restructuring Date of this Agreement. Further, Dade Behring shall provide
     Hemagen with designs and drawings sufficient for Hemagen to manufacture a
     production snow-gun as per Section 1C of Exhibit A to the Transition
     Services Agreement within 90 business days from the Second Restructuring
     Date.

     11. TABLET PRESS. Dade Behring and Hemagen agree that the tablet press
     known as tablet press #5 is Equipment owned by Hemagen as that term is
     defined in the Asset Purchase Agreement.

     12. MISCELLANEOUS. None of the terms or conditions of this Agreement may be
     changed waived, modified or varied in any manner whatsoever unless in
     writing and duly signed by the parties. The obligations of Hemagen
     hereunder shall remain in full force and effect without regard to, and
     shall not be impaired by, (a) any bankruptcy, insolvency, reorganization,
     arrangement, readjustment, composition, liquidation or the like of Hemagen;
     (b) any exercise or non-exercise, or any waiver of, any right, remedy,
     power or privilege under or in respect of this Agreement or the Promissory
     Note; or (c) any amendment to or modification of this Agreement or the
     Promissory Note. The Agreement shall be binding upon Hemagen and its
     successors and assigns and shall inure to the benefit of Dade Behring and
     its successors and assigns; provided, that Hemagen may not transfer or
     assign any or all of its rights or obligations hereunder without the prior
     written consent of Dade Behring, such consent not to be unreasonably
     withheld or delayed.

     13. TERMINATION. This Second Restructuring Agreement shall be effective as
     of receipt by Dade Behring of the $800,000 set forth in Section 4 (b) above
     and shall continue until terminated in accordance with the following
     sentence. This Second Restructuring Agreement may be terminated at any time
     by (i) the mutual written consent of the parties; (ii) by either Dade
     Behring or Hemagen, immediately upon notice to the other, in the event that
     the other commences a case as debtor under Title 11 of the United States
     Code or any similar proceeding for the relief of debtors, or has any such
     case or proceeding commenced against it, or otherwise ceases to function as
     a going concern; (iii) by Dade Behring, immediately upon notice to Hemagen,
     in the event that Hemagen defaults in the timely payment of the Note or
     amounts due under section 4 (it being understood that nothing in this
     Section 13 shall modify the payment obligations set forth in Section 4 or
     the Termination provisions set forth in Section 5) and such default
     continues for ten (10) business days following written notice of such
     payment failure to the Hemagen



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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
and delivered by their duly authorized officers or agents as of the date first
written above.

Hemagen Diagnostics, Inc.                              Dade Behring Inc.



By:   /s/ William P. Hales                    By:      /s/ Mark w. Moran
     ---------------------                             -----------------
Title:  President                             Title:   Corporate Vice President
        ---------                                      ------------------------
                                                       and Treasurer
                                                       -------------



























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PROMISSORY NOTE

US$397,000
                               November 8 , 2000


                            Deerfield, Illinois USA

FOR VALUE RECEIVED, and at the times hereafter stated, the undersigned, Hemagen
Diagnostics, Inc., a Delaware corporation (hereinafter the "Maker") hereby
agrees and promises to pay to the order of Dade Behring Inc., a Delaware
corporation (hereinafter "Dade Behring"), at its offices located at 1717
Deerfield Road, Deerfield, Illinois 60015-0778, or at such other place as Dade
Behring hereof may from time to time designate in writing, the principal sum of
Three hundred ninety-seven thousand Dollars (US$397,000) payable as set forth in
the Second Restructuring Agreement.

The Maker shall have the right to repay, in whole or in part, at any time or
from time to time, the principal sum of this Note, without penalty or premium.
This note shall bear interest at the rate of ten percent (10%) per annum or the
maximum rate allowed by law whichever is less.

This Note shall be deemed in default upon the occurrence of one or more of the
following events: (a) the Maker's failure to make payments on this Note when due
and payable; (b) the Maker's default or failure to observe or perform, as the
case may be, any of the covenants or agreements contained in the Second
Restructuring Agreement of even date herewith between the Maker and Dade
Behring; (c) dissolution of Maker; or (d) voluntary filing by Maker for any
relief under any bankruptcy act or law, or any other insolvency act or law, or
the involuntary filing against Maker for any such relief and the continuance of
the same for ninety (90) days undismissed.

If this Note shall be in default by reason of the occurrence of one or more of
the events set forth, then at the election of the Dade Behring, at any time
thereafter, shall have the right, without notice or demand, to accelerate the
due date hereof and to declare all sums unpaid hereon immediately due and
payable.

If default is made in the payment of either the principal and interest on this
Note (whether at maturity, on any payment date, by acceleration or otherwise),
and the same is placed in the hands of an attorney for collection, or suit if
filed hereon, or if proceedings are held in bankruptcy, receivership,
reorganization or other legal or judicial proceedings for the collection
thereof, the Maker agrees to and is to pay, in addition, to Dade Behring, its
reasonable attorneys' fees.

The Maker expressly waives notice, demand, presentment for payment, notice of
non-payment, protest, notice of protest, bringing of suit, and diligence in
taking any action to collect amounts owing hereunder.


The remedies of Dade Behring, as provided herein or in the Second Restructuring
Agreement or any other instrument securing this Note, shall be cumulative and
concurrent, and may be pursued singularly, successively, or together, at the
sole discretion of the holder hereof, and may be exercised as often as occasion
therefor shall arise. No act of omission or commission of the holder, including
specifically any failure to exercise any right, remedy, or recourse, shall be
deemed to be a waiver or release of the same, such waiver or release to be
affected only through a written document executed by the holder and then only to
the extent specifically recited therein. A waiver or release with reference to
any one event shall not be construed as continuing, as a bar to, or as a waiver



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or release of, any subsequent right, remedy or recourse as to the subsequent
event.

             This Note shall be governed by and construed under the laws of the
State of Delaware.

IN WITNESS WHEREOF, the undersigned has executed this Note as of the day and
year first above written.




                                                 Hemagen Diagnostics, Inc.

                                                 By:   /s/ William P. Hales
                                                      ---------------------
                                                 Its:    President
                                                         ------------

                                                 Date:  11/9/00
                                                        -------

ATTEST:

/s/ Mark W. Moran
----------------------
Witness
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