AGREEMENT



     This Agreement is entered into this 8th day of May, 2002 by and between

Abaxis, Inc. ("Abaxis") and S.A. Scientific, Inc. ("SAS").



                                    RECITALS



     WHEREAS, SAS and Abaxis have previously entered into an Agreement styled

"Terms of Agreement Between Abaxis, Inc. and SA Scientific," in November, 2001,

and



     WHEREAS, Idexx Laboratories, Inc. ("Idexx") has instituted a lawsuit

against Abaxis and SAS in the United States District Court for the District of

Maine, Civil Number 02-69-PH ("the Litigation") in which Idexx has alleged

infringement by Abaxis and SAS of U.S. Patents Nos. 4,939,096 and 4,965,187

("the Idexx Patents In Suit") by reason of the manufacture and sale of certain

canine heartworm antigen tests ("the Accused Products"); and



     WHEREAS, SAS sells the Accused Products to Abaxis, who then re-sells them;

and



     WHEREAS, Abaxis and SAS have previously retained separate and independent

counsel to represent them in the Litigation; and



     WHEREAS, Abaxis and SAS recognize that there could be potential conflicts

of interest arising out of joint representation in connection with the

Litigation or their relationship to date but that neither has any intent to sue

the other and indeed desire to form a lasting business relationship which may

include SAS manufacturing other products in the future for Abaxis; and



     WHEREAS, Abaxis and SAS wish to minimize the cost of the Litigation by

jointly retaining outside counsel to represent them in the Litigation and to

resolve conflicts between them as they relate to the Litigation;



     NOW, THEREFORE, in consideration of the mutual agreements and

understandings set forth herein, SAS and Abaxis agree as follows:



     1.   Release of Known Existing Claims   SAS and Abaxis, and each of them,

and their officers, directors, successors, agents and assigns and those in

privity with them, hereby release, acquit and discharge each other and their

affiliates, attorneys, agents, assigns and those in privity with them of and

from any and all presently existing and known claims, demands and/or causes of

action growing out of their relationship with each other, including but not

limited to their contractual relationship arising out of the November, 2001

Agreement. This release does not release any accounts receivable or amount owing

for goods sold by the parties to each other prior to the date of this Agreement.



     2.   Covenant Not to Sue On Claims Arising Out of the Patents In Suit

SAS and Abaxis agree that if Idexx is successful in pursuing claims arising out

of the Patents in Suit in the Litigation, and such result is reduced to a final

judgment from which not appeal will lie, each will pay one half of whatever

judgment may be entered in the Litigation insofar as it relates to damages for

infringement of the Patents in Suit. The parties further agree that neither will

assert any claim against the other for indemnity or contribution, so long as

the other party pays its one half share of any such judgment. In the event one

or the other of the parties does not pay its one



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half share of any such damage award and the other party is required to pay all

or any part of the other party's half of the judgment, the party paying more

than one half of the total judgment shall have a claim against the other for the

amount paid in excess of one half of the judgment, and shall also be entitled to

attorneys fees and costs incurred in collecting said amount from the other

party. If claims other than those related to the Patents In suit are asserted by

Idexx in the Litigation, the parties shall consult in good faith as to whether

this Agreement shall be amended to include such disputes but neither party shall

be required to amend this Agreement for such purpose. The provisions of this

paragraph shall apply only to judgments arising out of liability for

infringement of the Patents In Suit. The provisions of this paragraph shall not

apply to damages for willful infringement or punitive damages.



        3. Joint Representation   Effective May 20, 2002, Abaxis and SAS agree

that they shall hereafter jointly direct who shall act as counsel of record for

Abaxis and SAS. After May 20, 2002, unless and until otherwise jointly directed

by Abaxis and SAS, the law firm of Workman, Nydegger & Seeley (Brent Lorimer,

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