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License Agreement - Organon Teknika BV and Life Sciences Inc.

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                                LICENSE AGREEMENT

This License Agreement is entered into this 9th day of July 1998, by and between

ORGANON TEKNIKA B.V. (hereinafter referred to as "Teknika"), a corporation of
the Netherlands having its principal place of business at Boseind 15, 5281 RM
Boxtel, the Netherlands,


LIFE SCIENCES, INC., (hereinafter referred to as "LICENSEE"), a corporation of
the U.S.A., having its registered offices at 2900 72nd Street North, St.
Petersburg, Florida 33710, U.S.A.

WHEREAS, Teknika is the equitable owner of all the right, title and interest in
and to certain Patent Rights (as Hereinafter defined) owned by its ultimate
holding company Akzo Nobel N.V. (a corporation organized under the laws of the
Netherlands) including, but not limited to, the exclusive right to grant
licenses under such Patent Rights, and Teknika further is the beneficial owner
of, and has the right to grant licenses under, Accusphere Technology as defined

WHEREAS, LICEENSEE desires to obtain a license from Teknika under the Patent
Rights and the Accusphere Technology, for the purposes stated herein below.

NOW THEREFORE, the parties agree as follows:

1.       Definitions

1.1      The term "NASBA" means isothermal transcription based enzymatic nucleic
         acid amplification procedure, method or system.

1.2      The term "NASBA" Technology" means a technology employing NASBA
         principal, including, but not limited to, the information contained in
         the patents and/or the claims of the patents and/or patent applications
         included in the Patent Rights.

1.3      The term "Accusphere Technology" means a proprietary processing method
         which conveys thermal protective characteristics to enzymes and other
         biologically active molecules when stored at temperatures above 00C and
         as set out in more detail in Annex A.

1.4      The term "Licensed Products" shall mean any in vitro diagnostic test,
         assay, method or kit, the development, manufacture, use, or sale of
         which make use of the NASBA Technology and/or are covered by one or
         more claims of the Patent Rights and/or which make use of the
         Accusphere Technology and includes services for providing test results
         or other services which utilize such product(s)

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1.5      The term "Net Sales" means the gross amount actually charged by
         LICENSEE, on sales, or other dispositions for value, of Licensed
         Products, less value added taxes, and less a lump sum to cover all
         usual deductions such as discounts, sales, use and similar taxes
         allowances or credits for returned products actually allowed and taken,
         custom duties, transportation, shipping and handling charges, etc.
         which shall be 5% of the invoice amount for the Licensed Products.
         Sales or other transfers of Licensed Products to Affiliated Companies
         or between Affiliated Companies and resold to third parties, shall not
         constitute Net Sales of Licensed Products until the Licensed Products
         are sold to parties who are not Affiliated Companies.

1.6      The term "Research Market" shall mean customers utilizing Licensed
         Products for non-commercial, research purposes only. For the avoidance
         of doubt, such customers shall not resell the Licensed Products,
         neither commercialize results obtained with the Licensed Products, nor
         shall reimbursement under a health care plan be applicable on the
         Licensed Products so sold.

1.7      The term "Water Testing Market" shall mean the market for testing water
         which is destined to be used as drinking water and/or for aquaculture,
         for the presence of pathogenic waterborne organisms.

1.8      The term "Air Testing Market" shall mean the market for testing the
         environment for the presence of airborne pathogens.

1.9      The term "Territory" shall mean all countries of the world.

1.10     The term "Affiliated Company" means any company which, by means of
         ownership of 50% or more of shares or at least 50% interest in income
         or otherwise, directly or indirectly controls, is controlled by or is
         under common control with either party.

2.       Licensing of Patent Rights and Proprietary Technology

         Teknika hereby grants to LICENSEE a non-transferable, non-exclusive
         license, without the right to sublicense, to use the NASBA Technology
         and/or the Accusphere Technology and the Patent Rights for the sole
         purpose of manufacturing, using, selling and/or having sold by
         resellers Licensed Products under its own label in the Research Market,
         Water Testing Market and the Air Testing Market in the Territory for
         the life of this Agreement. Commencing with the execution and delivery
         of this Agreement, Teknika shall use its best efforts to transfer to
         LICENSEE any relevant know-how, including, but not limited to, the
         Accusphere Technology, in order that LICENSEE may successfully utilize
         the technology licensed to it under this Agreement.

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3.       Royalties, Records and Accounting

3.1      In consideration of the rights granted under Article 2, LICENSEE shall
         pay Teknika according to the terms set out in Annex C of this Agreement
         a non-refundable, non deductible payment of USD $105,000,- which
         payment shall not act as prepaid royalties creditable toward any
         running royalties due under this Paragraph as and when such royalties
         are due and payable.

3.2      Furthermore LICENSEE shall pay Teknika as from the effective day
         hereof, a running royalty of 10% of the Net Sales to end-users of
         Licensed Products utilizing NASBA Technology but not Accusphere
         Technology and #% of the Net Sales of Licensed Products utilizing
         Accusphere Technology but not NASBA Technology and 13% of Licensed
         Products utilizing both Accusphere Technology and NASBA Technology. The
         LICENSEE shall pay Teknika a running royalty of 13% of the Net Sales to
         resellers of Licensed Products utilizing NASBA Technology but not
         Accusphere Technology and 5% of the Net Sales of Licensed Products
         utilizing Accusphere Technology but not NASBA Technology and 18% of
         Licensed Products utilizing both Accusphere Technology and NASBA

3.3      LICENSEE agrees to keep or cause to be kept accurate records and books
         of account in accordance with good accounting practice, showing the
         information required to permit calculation of Net Sales and the
         royalties under this Article. These books and records shall be
         preserved for at least six (6) years from the date of the royalty
         payments to which they pertain.

3.4      On or before the 45th day of each calendar quarter during the term
         hereof, LICENSEE shall prepare and send to Teknika royalty reports for
         the previous quarter. Said reports shall indicate total sales and Net
         Sales per country under this Agreement for the previous calendar
         quarter, per Licensed Product, and shall show the amount of royalty due
         with sufficient information to enable confirmation by Teknika, and
         LICENSEE shall include payment of the amount of royalties shown to be
         due with such report.

3.5      Periodically (i.e. each calendar quarter), LICENSEE shall provide to
         Teknika customer lists, which shall only be used for enabling Teknika
         to closely follow-up and keep track of which customers are being served
         by LICENSEE.

3.6      Upon ten (10) days written notice and not more than once per calendar
         year, LICENSEE agrees to permit one or more Certified Public
         Accountant(s) appointed by Teknika (except one to whom LICENSEE has a
         reasonable objection), to enter upon the premises of LICENSEE during
         all usual business hours of LICENSEE at any time following the 60th day
         of any calendar quarter in order to inspect files and records
         pertaining to Net Sales and royalties under this Agreement, and to make
         on LICENSEE's premises and retain copies of any and all parts of the
         records and accounts kept by LICENSEE pursuant to this

<PAGE>   4

         Article, including invoices which are relevant to any report required
         to be rendered by LICENSEE. Said copies shall be provided to the
         Certified Public Accountant(s) at no expense to Teknika. Said Certified
         Public Accountant(s) shall keep all information received from LICENSEE
         confidential; however, it will provide Teknika with the Net Sales, per
         country, for each type of Licensed Product, specifying the sales and
         the application of the appropriate royalty rate so that royalties due
         Teknika May be calculated. The information obtained by the Certified
         Public Accountant(s) shall be retained for a period of seven (7) year.

         In the event any audit results in a change upward in an annual royalty
         payment of as much as five percent (5%) for any annual period, LICENSEE
         shall pay the costs of such audit for such annual period, otherwise
         such audit shall be a Teknika's expenses.

3.7      Payment of all royalties hereunder shall be made at Teknika's option in
         Dutch Guilders or Euro at the mean rate of exchange existing on ;the
         last day of the quarter to which the payment applies as published in
         the Wall Street Journal (European Edition).

4.       Duration

4.1      This Agreement shall become effective as of August 1, 1998, and shall
         remain in effect until the last to expire of the Patent Rights;
         provided, however, that LICENSEE's rights to use the Accusphere
         Technology shall continue for an additional 25 years, subject to the
         payment of the related royalty for this technology.

4.2      In the event either party breaches this Agreement, in addition to all
         other rights and remedies which either party may have, the party not in
         default may terminate this Agreement by written notice. Such
         termination shall become effective on the date set forth in the notice
         of termination, but in no event shall it be earlier than sixty (60)
         days from the date of mailing thereof and shall have no effect if the
         breach has been cured within the said period of notice.

4.3      The termination of this Agreement shall not relieve LICENSEE from its
         obligation to pay Teknika all royalties that shall have accrued up to
         the effective date of termination.

5.       Assignment

         Teknika shall have the right to assign this Agreement to, or delegate
         its obligations hereunder to be performed by any successor of
         Affiliated Company of Teknika, provided that Teknika warrants that the
         terms and conditions for LICENSEE remain unchanged. This Agreement is
         not assignable by LICENSEE without the prior written consent of

<PAGE>   5

6.       Entirety Clause

         As of the date hereof, this Agreement supersedes all previous oral and
         written agreements between the parties, and constitutes the only and
         entire understanding to exist between the parties with respect to the
         subject matter of this Agreement, and no amendment shall be implied or
         proven form or evidence by negotiations between the parties heretofore
         or hereinafter conducted or agreements of the parties heretofore or
         hereafter executed, unless in writing and signed by the parties hereto.

7.       Warranty

7.1      Teknika represents and warrants to LICENSEE that it has the full right
         and power to grant the license to LICENSEE as set forth in this

7.2      Except as specifically set forth in paragraph 7.1 herein, Teknika makes
         no representations or warranties, either express or implied, arising by
         law or otherwise, including, but not limited to, implied warranties of
         merchantability or fitness for a particular purpose. In no event will
         Teknika have any obligation or liability arising from tort, or for loss
         of revenue or profit, or for incidental or consequential damages.

         In particular, with no limitation, nothing in this Agreement will be
         construed as:

                  (i)   A warranty or representation that anything made, used,
         sold or otherwise disposed of under the license granted in this
         Agreement is or will be free from infringement of patents of third

                  (ii)  Conferring the right to use in advertising, publicity,
         or otherwise any trademark, trade name, or any contraction,
         abbreviation, simulation, or adaptation thereof, of Teknika; or

                  (iii) Conferring by implication, estoppel, or otherwise any
         license or rights under any patents of Teknika other than the Patent
         Rights, regardless of whether the patents are dominant or subordinate
         to Patent Rights.

7.3      In the event LICENSEE becomes aware of infringement of the Patent
         Rights or the Accusphere Technology by a third party, it will
         immediately notify ;Teknika thereof. Teknika intends to use such
         reasonable efforts, as it in its sole discretion determine, to pursue
         infringers and enforce its rights under the Patent Rights. LICENSEE, at
         Teknika's request, shall render all reasonable assistance and
         cooperation in that regard. Any recoveries resulting from such action
         by Teknika shall be Teknika's property.

8.       Applicable Law; Severability

8.1      This Agreement shall be deemed to have been made in and shall be
         construed in accordance with the laws of the Kingdom of the Netherland,
         for all matters other than scope and

<PAGE>   6

         validity of the Patent Rights, as to which the laws of the particular
         country where the Patent Rights are in dispute shall supply.

8.2      Any dispute, controversy or claim arising under, out of or relating to
         this contract and any subsequent amendments of this contract,
         including, without limitation, its formation, validity, binding effect,
         interpretation, performance, breach or termination, as well as
         non-contractual claims, shall be submitted to mediation in accordance
         with the WIPO Mediation Rules. The place of mediation shall be Geneva,
         Switzerland. The language to be used in the mediation shall be English.

         If, and to the extent that, any such dispute, controversy or claim has
         not been settled pursuant to the mediation without 60 days of the
         commencement of the mediation, it shall, upon the filing of a Request
         for Arbitration by either party, be referred to and finally determined
         by arbitration in accordance with the WIPO Arbitration Rules.

         Alternatively, if, before the expiration of the said period of 60 days,
         either party fails to participate or to continue to participate in the
         mediation, the dispute, controversy or claim shall, upon the filing of
         a Request for Arbitration by the other party, be referred to and
         finally determined by arbitration in accordance with the WIPO
         Arbitration Rules. The arbital tribunal shall consist of a sole
         arbitrator. The place of arbitration shall be Geneva, Switzerland. The
         language to be used in the arbital proceedings shall be English. The
         arbitration shall be in lieu of any other remedy and the award shall be
         final, binding and enforceable by any court having jurisdiction for
         that purpose.

9.       Miscellaneous Provisions

9.1      All notices which shall or may be given hereunder shall be in writing
         in English and shall be prepaid registered mail addressed to the
         recipient at the addresses herein stated, or at such other address as a
         party may from time to time designate:

                  Organon Teknika B.V.
                  Boseind 15
                  5281 RM Boxtel
                  The Netherlands
                  Attn: President


                  Life Sciences, Inc.
                  2900 72nd Street North
                  St. Petersburg
                  Florida 33710
                  Attn: President

<PAGE>   7

9.2      Payment of lumpsum fees and royalties, due under this Agreement, are to
         be made to Organon Teknika B.B., Boxtel. the Netherlands, to its
         account with ABN Amro Bank, Nijmegen, the Netherlands, account no.

9.3      Confidentiality

         Each party to this Agreement agrees that any information
         obtained by it from the other party pursuant to this Agreement shall be
         kept in the strictest confidence and shall only be used for the proper
         performance of this Agreement, except that this obligation shall not
         apply to:

                  (a) information which is in or becomes part of the public
         domain otherwise than by breach of this Agreement; or

                  (b) information which the recipient can show was in its
         possession at the date of signing of this Agreement; or

                  (c) information which was received by the recipient or its
         affiliated companies without the benefit of any disclosure by the
         disclosing party; or

                  (d) is ;independently developed by the recipient or its
         affiliated companies without the benefit of any disclosure by the
         disclosing party; or

                  (e) is required to be disclosed by court order or other
         process of law. The foregoing obligation shall cease five (5) years
         after termination or expiration of this Agreement.

As agreed at Boxtel,                   As agreed at St. Petersburg,

/s/ J. Dopper                          /s/ Alex A. Burns
------------------------               ----------------------------
R. Salsmans                            Alex Burns
p.o. J. Dopper                         Vice President
Executive Vice President

/s/  A.J.F Stap
A.J.F. Stap
Executive Vice President
Strategic Affairs