DISTRIBUTION AGREEMENT

THIS DISTRIBUTION AGREEMENT (this Agreement) is made and entered into this 24th day of April 2003, by and between Medtech Holdings, Inc., a Delaware corporation with principal offices at 90 North Broadway, Irvington, New York 10533 (Distributor), and OraSure Technologies, Inc., a Delaware corporation 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 by means of a refrigerant. OSUR desires to grant to Distributor the right to 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 Koninklijke Utermhlen N.V., or any successor or assignee thereof or other contractor designated by OSUR to 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 is closed.

1.4 Contract Year means, with respect to the first Contract Year, the period beginning on the Effective Date and ending on December 31, 2003 and, with respect to each subsequent Contract Year, the calendar year beginning on the date immediately following the end of the preceding Contract Year.

1.5 Distributor Fiscal Year means each successive period of twelve (12) months beginning on each April 1 during the Term (as defined in Section 11.1 hereof).

1.6 Effective Date means the date first written above.

1.7 FDA means the United States Food and Drug Administration, or any successor thereto.

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

1.9 Product means the patented cryosurgical removal system that (i) is developed, assembled, manufactured, marketed and sold by OSUR or its Affiliates or designees pursuant to this Agreement, together with all modifications and improvements that may be made by OSUR to such product from time to time, for the purpose of treating ordinary warts and plantar warts, and (ii) meets the Specifications.

1.10 Quarterly Period means each successive period of three (3) months in a Contract Year with the first such three (3) month period beginning on the first day of a calendar year.

1.11 Specifications means the Product specifications set forth in Exhibit 1.11 to this Agreement, as such specifications may be modified or amended pursuant to Section 8.4 of this Agreement.

1.12 Territory means the United States and Canada, and their respective territories and possessions.

1.13 Unit means a single unit of Product as described in the Specifications.

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