DISTRIBUTION AGREEMENT

THIS DISTRIBUTION AGREEMENT (this Agreement) is made and entered into this 1st day of June 2005, by and between SSL International plc, a limited liability company organized under the laws of England with principal offices at Venus, No. 1 Old Park Lane, Manchester England M41 7HA (Distributor), and OraSure Technologies, Inc., a corporation organized under the laws of the State of Delaware, U.S.A., with principal offices at 220 East First Street, Bethlehem, Pennsylvania 18015-1360 (OSUR).

BACKGROUND

OSUR has exclusive rights to develop, manufacture, market, sell and distribute the Product (as defined below) for the treatment of ordinary warts and plantar warts (verrucas) by means of a refrigerant. OSUR desires to grant to Distributor the right to import, market, sell and distribute the Product under the Distributor Trademarks (as defined below) on an exclusive basis in certain markets within certain geographic territories, and Distributor desires to accept such rights, all in accordance with the terms and subject to the conditions contained in this Agreement.

NOW, THEREFORE, in consideration of the foregoing, and of the mutual promises and covenants contained in this Agreement, OSUR and Distributor, intending to be legally bound, hereby agree as follows:

1. DEFINITIONS.

1.1. Affiliate means, when used with reference to either Distributor or OSUR, any person or entity directly or indirectly controlling, controlled by or under common control with Distributor or OSUR, as the case may be. For purposes of this Agreement, control (including with correlative meanings controlling, controlled by, or under common control with) means: (a) the direct or indirect ownership, in the aggregate, of at least 50% of the outstanding voting securities of an entity; (b) the right to receive directly or indirectly, in the aggregate, at least 50% of the profits or earnings of an entity; or (c) the right or power, directly or indirectly, to direct or cause the direction of the policy decisions of an entity, whether by ownership of voting securities, contract or otherwise.

1.2. Assembly Contractor means the contractors designated by OSUR to manufacture and assemble the Product purchased hereunder.

1.3. Business Day means any day other than a Saturday, Sunday or day on which the Federal Reserve Bank of Philadelphia, Pennsylvania, U.S.A., is closed, or which constitutes a national holiday in the United Kingdom.

1.4. Competing Product shall have the meaning set forth in Section 3.1.5(a).

1.5. Claims shall have the meaning set forth in Section 9.2.1.

1.6. Contract Year means, with respect to the first Contract Year, the period beginning on the Effective Date and ending on December 31, 2005 and, with respect to each subsequent Contract Year, the calendar year beginning on the date immediately following the end of the preceding Contract Year.

1.7. Country means any of the countries within the Territory, as listed in Exhibit A.

1.8. Distributor Components shall have the meaning set forth in Section 4.2.

1.9. Effective Date means the date first written above.

1.10. Improved Product shall have the meaning set forth in Section 4.4.4(b).

1.11. Index shall have the meaning set forth in Section 4.4.2.

1.12. Initial Term shall have the meaning set forth in Section 12.1.

1.13. ISO Standards shall have the meaning set forth in Section 4.8.2.

1.14. Losses shall have the meaning set forth in Section 9.2.1.

1.15. Medical Device Directive shall have the meaning set forth in Section 6.1.

1.16. OTC Market means the over-the-counter or consumer market within the Territory for selling Product through retail outlets or wholesalers serving such retail outlets, in the Territory solely for ultimate purchase and home use by consumers in the Territory without any prescription from, a medical professional or health care practitioner.

1.17. Passive Sales shall have the meaning set forth in Section 2.2.

1.18. Price shall have the meaning set forth in Section 4.4.1.

1.19. Price Adjustment Notice shall have the meaning set forth in Section 4.4.2.

1.20. Product means the patented cryosurgical removal system that is developed, assembled, manufactured, marketed and sold by OSUR or its Affiliates or designees pursuant to this Agreement, for the purpose of treating ordinary warts and plantar warts, and meets the Specifications.

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