AGREEMENT





AGREEMENT made and entered into effective OCTOBER 1ST 2000 by and between ADL--A

DIVISION OF MATRITECH GmbH hereinafter called "DISTRIBUTOR", and HITACHI

CHEMICAL DIAGNOSTICS, INC. a California corporation with its place of business

at 630 Clyde Court, Mountain View, CA 94043 (hereinafter "HCD") with respect to

the following facts and representations.



                                    RECITALS



A.   HCD has developed and is producing in commercial quantities an Allergy Test

     System for the simultaneous determination of multiple allergen specific

     antibody levels in human patient serum (including that identified more

     specifically in the product catalogue attached as Exhibit A), said system

     including test chambers, reagents, instrumentation, equipment and

     associated accessories being hereinafter collectively referred to as "the

     Product"; and



B.   DISTRIBUTOR desires to obtain and HCD desires to grant the [CONFIDENTIAL

     TREATMENT REQUESTED]* RIGHT to market the Product in the country of

     [CONFIDENTIAL TREATMENT REQUESTED]* (hereinafter the "Territory").



C.   HCD has developed and acquired and is the owner of developments,

     inventions, specialized design data and information, specifications,

     manufacturing and testing procedures, marketing plans and diagrams and

     other valuable proprietary information, which is not old and well-known in

     the trade, relating to the Product and associated methods and to other

     devices, apparatus and methods in the Field (hereinafter "HCD Confidential

     Information"); and



D.   HCD has acquired and is the owner of certain inventions relating to the

     Product and associated methods and to other devices, apparatus and methods

     in the Field and has acquired or is pursuing patent rights in the United

     States Patent and Trademark Office and its counterparts in certain other

     countries throughout the world (hereinafter "HCD Patent Rights"); and



E.   HCD has acquired and is the owner of certain trademarks which it either has

     registered or is seeking to register in the United States Patent and

     Trademark Office and its counterparts in certain other countries throughout

     the world (hereinafter "HCD Trademarks"); and



F.   The parties are desirous of entering into this Agreement upon and subject

     to the terms, conditions and limitations set forth.



NOW, THEREFORE, in consideration of the foregoing recitals and the mutual

covenants hereinafter set forth, the parties agree as follows:





*[CONFIDENTIAL TREATMENT REQUESTED] INDICATES MATERIAL WHICH HAS BEEN OMITTED

AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH MATERIAL HAS

BEEN FILED WITH THE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE

SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

{PAGE}   2

                                      -2-





1.   APPOINTMENT



     a)   HCD grants to DISTRIBUTOR the [CONFIDENTIAL TREATMENT REQUESTED]*

          right in the Territory to distribute the Products.



     b)   HCD further grants to DISTRIBUTOR the nonexclusive right and license

          (exclusive in the Territory with respect to the Product) under the HCD

          Confidential Information and HCD Patent Rights and subject to

          Paragraph 7 below the HCD Trademarks to conduct such activities as are

          necessary in order to exercise its rights under this Agreement and,

          more specifically, those rights provided for in Paragraph 7.a) below.



     c)   It is understood that the parties to the Agreement are independent

          contractors, each engaged in the operation of its own respective

          business. Neither is to be considered an agent, employer, employee,

          partner, or joint venturer of the other for any purpose. Neither party

          shall have any authority to bind the other by contract, to pledge the

          other's credit or to do anything to make the other liable for any tax,

          contributions, or obligation of any kind except as may be expressly

          provided in this Agreement.



2.   RESPONSIBILITIES OF DISTRIBUTOR



     a)   DISTRIBUTOR shall construct a specialized and focused sales and

          marketing team to manage the HCD business.



     b)   DISTRIBUTOR shall exercise due diligence and its best efforts to

          promote, extend and supply the market with the Product throughout the

          Territory. DISTRIBUTOR shall refer to HCD or its designee all

          inquiries for the Product intended for delivery outside of the

          Territory. DISTRIBUTOR shall not be entitled to remuneration with

          respect to any sales resulting from such inquiries.



     c)   DISTRIBUTOR shall purchase from HCD all of its requirements in the

          Territory for the Product.



     d)   DISTRIBUTOR shall maintain appropriate warehousing facilities and

          suitable inventory of the Product to fulfill the orders it receives

          adequately and timely.



     e)   HCD shall extend to DISTRIBUTOR its standard warranty on the Product.

          Such warranty shall be effective for the standard HCD warranty period

          commencing with the date shipped by HCD to the DISTRIBUTOR.

          DISTRIBUTOR shall, in turn, extend to its customers a corresponding

          warranty on the Product, and in no case to extend beyond the

          Expiration dates stamped on the label or otherwise affixed to the

          Product. Warranty service on instrumentation shall be performed by HCD

          at its facility in Mountain View, California or by an authorized

          service center. DISTRIBUTOR shall ship at HCD's expense Product in

          need of warranty repair to HCD which, in turn, shall repair or replace







*[CONFIDENTIAL TREATMENT REQUESTED] INDICATES MATERIAL WHICH HAS BEEN OMITTED

AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH MATERIAL HAS

BEEN FILED WITH THE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE

SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

{PAGE}   3

                                      -3-





          the same. The cost of return shipment to DISTRIBUTOR shall be borne by

          HCD. CLA-pettes and reagents shall be replaced by HCD free of charge

          should any of said items be found faulty on arrival in the particular

          market place (if local quality assurance is performed) or in the field

          (if no local quality assurance is performed). Such replacement shall

          cover faulty manufacture or shelf life failure of any said items. Such

          faults shall be verified by DISTRIBUTOR'S quality assurance personnel

          prior to requesting replacement from HCD. HCD may, at its discretion,

          choose to verify any such fault. If HCD, after investigation,

          determines that it disagrees with such finding or fault, it shall so

          advise DISTRIBUTOR and the parties shall resolve such Agreement

          through good faith negotiations.



     f)   DISTRIBUTOR shall conduct its business in accordance with high quality

          standards and shall fully comply with all applicable laws,

          regulations, rules and other governmental requirements. Distributor

          facility to be open to reasonable inspection by HCD Quality Assurance

          to ensure that quality standards are met. DISTRIBUTOR shall at its own

          expense be responsible for obtaining and maintaining all necessary

          approvals of governmental agencies and other licensing authorities for

          the import and distribution of the Product in the Territory. Copies of

          the original importation applications and approvals from regulatory

          authorities shall be submitted to HCD. DISTRIBUTOR shall within five

          (5) business days, forward all product complaints which it receives to

          HCD. Pursuant to the FDA's Medical Device Reporting (MDR) regulation,

          HCD is required to report to the FDA information that reasonably

          suggests that a marketed product may have caused or contributed to a

          death, or serious injury, and the product or a similar product would

          be likely to cause or contribute to a death or serious injury if the

          malfunction were to recur. DISTRIBUTOR shall supply such information

          within twenty-four (24) hours after becoming aware of an MDR event, so

          that HCD may comply with US FDA MDR reporting requirements.

          DISTRIBUTOR shall be responsible to obtain all records of the end

          users in the event of a Product recall or other quality related issue.



     g)   DISTRIBUTOR shall at all times conduct its business in a manner so as

          to promote and maintain the goodwill and reputation of HCD and the

          Product. DISTRIBUTOR warrants to Manufacturer that Distributor does

          not currently represent or promote any lines or products that compete

          with the Products. During the term of this Agreement, DISTRIBUTOR

          shall not, without Manufacturer's prior written consent, represent,

          promote or otherwise try to sell within the Territory any lines or

          products that, in Manufacturer's judgment, compete with the Products

          covered by this Agreement.



     h)   DISTRIBUTOR shall provide to HCD all promotional, advertising, and

          educational materials and program and other related literature

          relating to HCD marketed products at least thirty (30) days prior to

          the commercial release of such materials or commencement of such

          program for review and comment. DISTRIBUTOR shall provide to HCD

          within thirty (30) days after publication, copies of any and all

          articles, manuscripts, or other literature relating to the HCD

          marketed products generated by the DISTRIBUTOR.





{PAGE}   4

                                      -4-





     i)   DISTRIBUTOR shall attend all significant Allergy and clinical

          laboratory meetings and congresses in the Territory, and will attach

          to this Agreement a list of the current relevant meetings in the

          Territory. In addition, DISTRIBUTOR shall attend all scheduled HCD

          Distributor meetings.



     j)   DISTRIBUTOR agrees that it will not allow either Product supplied to

          it by HCD, or any HCD Confidential Information, or any direct product

          thereof, to be knowingly made available, either directly or

          indirectly, transferred, sold or re-exported to any country in

          violation of the United States Laws and Export Control Regulations or

          other applicable laws.



     k)   DISTRIBUTOR shall ensure that appropriate clinical data is produced

          within the Territory for marketing purposes. The protocols for these

          studies shall be reviewed and approved by HCD prior to their

          initiation.



     1)   DISTRIBUTOR agrees to the Technical Service, Customer Service, Order

          and Shipping Policies, Quality Specifications, attached Exhibits B, C,

          D, E, F.



3.   RESPONSIBILITIES OF HCD



     a)   HCD shall sell Products to DISTRIBUTOR at prices set forth on Exhibit

          G hereto, FOB HCD's point of shipment in Mountain View, California.

          Freight, shipping and insurance shall be charged directly to the

          ordering DISTRIBUTOR by the shipper. Such prices shall be subject to

          annual negotiation by both parties in the light of market

          circumstances.



     b)   HCD shall conduct its business in accordance with high quality

          standards and shall fully comply with all applicable US laws,

          regulations, rules and other governmental requirements. The HCD

          production facility involved in manufacture of the Product shall, upon

          notice, be open to reasonable inspection by DISTRIBUTOR's quality

          assurance personnel for the purpose of insuring that DISTRIBUTOR's

          quality standards are set. To the extent FDA law requires the same HCD

          does hereby guarantee that all Product produced and sold by it to

          DISTRIBUTOR will be in compliance with the Federal Food, Drug and

          Cosmetic Act and will not, at the time of such shipment or delivery,

          be adulterated or misbranded within the meaning of said Act, and will

          not be an article which may not, according to the provisions of said

          Act, be introduced into interstate commerce. This guarantee shall be a

          continuing guarantee and shall be binding upon HCD with respect to

          Product described above, shipped or delivered by HCD (including goods

          in transit), before the receipt by DISTRIBUTOR of a written notice of

          revocation thereof.

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