RECITALS

1
EXHIBIT 10.10

STRATEGIC AGREEMENT FOR PROFESSIONAL SERVICES
RELATED TO THE MANAGEMENT OF GMP|GENETICS Inc.

This General Work Agreement for Professional Services Related to the
Management of GMP|Genetics, Inc. (the "AGREEMENT") is made as of the 21st day of
March 2000, (the "EFFECTIVE DATE"), by and between NOVA Biomedical Corporation,
a Massachusetts corporation with its principal place of business at 000 Xxxxxxxx
Xxxxxx, Xxxxxxx, XX ("NOVA") and GMP|Genetics, Inc. ("GMP|GENETICS "), a
Delaware corporation and a subsidiary of GMP Companies, Inc. with its usual
place of business at Xxx Xxxx Xxxxxxx Xxxxxxxxx, Xxxxx 0000, Xx. Xxxxxxxxxx, XX
00000 ("GMP COMPANIES"). NOVA and GMP|Genetics are referred to collectively
herein as the "PARTIES".

NOVA will perform the function of strategic collaborator on-site
working in collaboration with the onsite Chief Scientific Officer (CSO) and
Director of Operations of GMP|Genetics and will report to GMP COMPANIES. NOVA's
CEO, Xxxxx Xxxxxxxxx, COO, Xxxx Xxxxxxx, and Vice President of Business
Development, Xx. Xxxxxxx XxXxxx will jointly fill the role of strategic
collaborator on-site working in collaboration with the onsite Chief Scientific
Officer (CSO), Director of Operations, Xxxx Xxxxxxx, MD, and Xxxxxxx Xxxxx, MD.
Their time will not be directly charged to GMP|Genetics but will be included as
part of NOVA's management fee. All of NOVA's other resources and departments
will be available to GMP|Genetics on an as needed basis and will be charged on a
time and material basis. This will mean that GMP|Genetics will not have to hire
full time staff until there is a fulltime need. The functions available to
GMP|Genetics include the following:

Finance including cost accounting and payroll
Human Resources including recruitment and hiring
Business Development
Materials and purchasing
Management Information Systems including computers, networks, and communications
Engineering including development of laboratory automation and fixtures
Facilities/Construction including design and construction of offices and laboratory spaces

Dr. Xxxxxx Xxxx will be responsible for the technical supervision of the
technology transfer phase of the laboratory development until Xx. Xxxxxxxx
Xxxxxxxxxxxx is available on a full time basis. Once Xx. Xxxxxxxxxxxx is
fulltime Xx. Xxxx will be the technical backup during Xx. Xxxxxxxxxxxx' absence.

RECITALS

WHEREAS, NOVA is engaged in the business of designing, developing and
manufacturing medical devices based on customer specifications;

WHEREAS, GMP|Genetics is engaged in the development of genetic
laboratory services (the "Service") based GMP|Genetics' proprietary Technology;
and

WHEREAS, GMP|Genetics and NOVA desire to enter into a cooperative
agreement for the management of a genetic laboratory service on-site at NOVA,
where NOVA becomes the managing partner of GMP|Genetics and reports to GMP
COMPANIES;

NOW, THEREFORE, in consideration of the foregoing and the covenants and
premises contained in this Agreement, the parties agree as follows:

1. DEFINITIONS

1.1 "GMP|GENETICS KNOW-HOW" shall mean any techniques, inventions,
practices, methods, knowledge, skill, experience, test data and cost, sales and
laboratory data of GMP|Genetics.

1.2 "GMP|GENETICS TECHNOLOGY" shall mean all proprietary Technical
Information of GMP|Genetics, as well as the improvements and modifications to
such technology created by or on behalf of GMP|Genetics, including, without
limitation, the Technical Information that relates to the discovery, design,
synthesis, delivery, development, testing, use, manufacture or sale of the
Product, which are owned by GMP|Genetics or which GMP|Genetics otherwise has the
right to license, the GMP|Genetics Know-How, as well as all Intellectual
Property Rights incorporated in the GMP|Genetics Technology.

1.3 "INTELLECTUAL PROPERTY RIGHTS" shall mean copyrights, patents,
and trade secrets whether or not registered, filed, applied for or the like, and
all related rights.

1.4 "NOVA KNOW-HOW" shall mean any techniques, inventions,
practices, methods, knowledge, skill, experience, test data and cost, sales and
manufacturing data of NOVA relating to the Products.

1.5 "NOVA TECHNOLOGY" shall mean all proprietary Technical
Information of NOVA, as well as improvements and modifications to such
technology created by or on behalf of NOVA, including, without limitation, NOVA
Know-How; provided, however, that NOVA Technology shall not include any
GMP|Genetics Technology.

1.6 "FIELD OF USE" shall mean the industry and market segment
targeted by GMP|Genetics for the Work Product. For purposes of this Agreement,
the Field of Use of the Work Product is limited to genetic testing and DNA
analyses. All other existing or future applications are considered outside this
Agreement.

1.7 "PRODUCT" shall mean genetic laboratory services as further
described in the business plan dated December 7, 1999, and all subsequent
updates.

1.8 "TECHNICAL INFORMATION" shall mean all technology, inventions,
information, data, know-how, compounds and materials (whether or not patented or
patentable) related to the design, development and manufacture of the Product.

2. GENETIC LABORATORY DEVELOPMENT AND MANAGEMENT

2.1 PHASE I - LABORATORY CONSTRUCTION AND OPERATIONAL DEVELOPMENT.
GMP|Genetics and NOVA each agree, in cooperation with the other, to establish,
construct, and develop an onsite genetics laboratory service on-site at NOVA
according to the specifications defined by GMP|Genetics.

(A) Development Obligations of the Parties.

(I) NOVA will manage the Phase I Laboratory
Development Work;

(II) NOVA will assist GMP|Genetics with defining
and verifying the laboratory specifications;

NOVA Biomedical - GMP|Genetics, Page 2

(III) NOVA will conduct both group and individual
brainstorming to develop and refine the
Laboratory Specifications;

(IV) NOVA will assist GMP|Genetics with
developing mutually agreeable plans to
evaluate and verify Deliverables and the
selected Product concept;

(V) NOVA will construct a laboratory facility of
approximately 3,500 square foot at 000
Xxxxxxxx Xxxxxx, Xxxxxxx, XX 00000;

(B) Deliverables. NOVA will deliver to GMP|Genetics
plans, which will be incorporated into the Laboratory Specifications by
GMP|Genetics. The plans shall define the specification of capital equipment that
have been defined and verified for integration into the overall design and
construction of the genetics laboratory. GMP|Genetics shall review and approve
the plans and such review, approval, and construction shall constitute the
completion of the Phase I Development Work.

(C) Phase I Development Timing. NOVA shall use reasonable
best efforts to complete the Phase I Development Work and the Phase I
Deliverable set forth in subsection (b) above no later than four (4) months from
the execution of this Agreement. The Parties acknowledge and agree that time is
of the essence in completing the Phase I Development Work but also acknowledge
and agree that development work is not susceptible to precise timing.

2.2 Phase II - MANAGEMENT. Upon successful completion of the Phase
I Development Work, NOVA agrees to manage in collaboration with the onsite Chief
Scientific Officer (CSO) and Director of Operations of GMP|Genetics the overall
operations of GMP|Genetics. NOVA shall perform its obligations either alone or
through a subcontractor.

(A) NOVA Phase II Management.

NOVA shall perform, but will not be limited to, the following functions
as part of its management responsibilities for GMP|Genetics as defined in a
separate (to be developed) operating plan for GMP|Genetics

(I) Establish a detailed project and action plan
with defined timelines and cost including:

- facilities construction

- administrative support

- personnel

- capital equipment

- consumables

- define the "How TO" of Technology
Transfer to establish pilot lab

- regulatory issues - CLIA, FDA,
local and state; laboratory for
CLIA license has to be local. Xx.
XxXxxx will become the Laboratory
Director and maintain licensure by
establishing the procedural,
quality, and operating policies of
the laboratory in

NOVA Biomedical - GMP|Genetics, Page 3

compliance with local, state, and
federal regulations
- logistics of specimen acquisition -
preparation of collection kits,
mailer, test request form, etc
- information system (start-up and
commercialization) and reporting
- logistics of shipping final sample
- preparation of shipping kits,
documents, etc

(II) Define roles of the parties - GMP,
GMP|Genetics, and NOVA

(III) NOVA to recruit and hire personnel, handle
finances for initial operation and capital
equipment, and define mechanisms for these
business issues.

(IV) GMP Companies, Inc. will establish a
corporate structure for GMP|Genetics in
collaboration with Nova Biomedical and
establish business processes, policies and
procedures.

(V) NOVA will provide monthly financial,
operating, and business development reports
to GMP Companies within 25 days of the close
of each month.

(VI) Prepare an implementation plan for
commercialization of this service,
specifically a marketing and sales plan
which quantifies top partners and defines
the cost of the service.

2.3 DEVELOPMENT FEES AND EXPENSES.

(A) Time and Materials Basis. NOVA will perform its
construction obligations set forth in Section 2.1 on a time and materials basis
for an estimated amount of one hundred fifty thousand dollars ($150,000) for the
base laboratory construction. NOVA shall use reasonable best efforts to complete
the specified services and the deliverables for no more than such estimated
amounts. Further, should NOVA determine at any time that it may be necessary to
exceed such estimated amounts, NOVA shall immediately notify GMP|Genetics in
writing. In such notice, NOVA shall set forth NOVA's best estimate of the cost
to complete the pertinent services and/or the deliverables. Following receipt of
such notice, GMP|Genetics shall either instruct NOVA to halt work with respect
to such services and/or deliverables, to continue on a time and material basis,
or to suspend work pending further negotiation. NOVA shall be under no
obligation to perform Phase I Development work or Phase II Management unless it
is being paid by GMP|Genetics on a time and materials basis. GMP|Genetics will
notify NOVA of any disputed amounts within 30 days and NOVA and GMP|Genetics
agree to negotiate in good faith to resolve any differences before proceeding to
the next step.

(B) No Other Compensation. The hourly rates prescribed in
NOVA's Statement of Rates provided to GMP|Genetics (and attached hereto as
Exhibit A) shall include compensation for any

NOVA Biomedical - GMP|Genetics, Page 4

costs or burden incurred by NOVA, including (without limitation) occupancy,
utilities, payroll, management and overhead. Capital equipment as noted in
Exhibit B will be billed against advanced payments to GMP|Genetics at a 10%
Material overhead Rate. Materials, supplies, travel costs, and other
out-of-pocket expenses will be billed separately and charges for these items
will not exceed GMP|Genetics' authorized amounts. No royalty or profit-sharing
whatsoever is to be provided to NOVA for the services or deliverables.

(C) Additional Compensation/Expenses. Exhibit C outlines
the Space/Lease obligations of GMP|Genetics, Monthly Management Fee, and Equity
Participation.

(D) Changes to the Statement of Rates; Calculation of
Fees and Expenses. NOVA may increase the hourly rates on the Statement of Rates
during the project upon prior notice to GMP|Genetics but, in any event, not in
excess of five percent (5 %), and not within twelve (12) months of the date of
this Agreement and no more frequently than once annually thereafter.

2.4 Payment; Manner of Payment.

(A) Invoices. NOVA shall submit invoices to GMP|Genetics
for payment for work and/or Deliverables periodically for fees and costs
incurred during the period. All invoices shall specifically include the hours by
skill levels of employees performing the work. Each invoice shall separately set
forth a summary of reimbursable travel expenses, if any. Supporting
documentation (e.g., receipts for air travel, hotels, and rental cars) called
for by NOVA shall be available for audit by GMP|Genetics during normal business
hours. Terms for all invoices will be "net thirty (30) days" from invoice date.
Late charges on past due invoices may be assessed at a rate of one and one-half
percent per month. NOVA reserves the right to halt the work on the Phase I
Development Work or the Phase II Management in the event GMP|Genetics has not
paid an overdue invoice; provided, however that NOVA shall not be entitled to
halt work if GMP|Genetics' failure to pay an overdue invoice is due to a good
faith dispute between the parties concerning the content or calculation of any
invoice.

(B) Subcontractor Payments. NOVA shall be responsible for
paying all invoices for fees and costs for which it subcontracts.

(C) Deposit. GMP|Genetics shall pay NOVA a deposit of $
Four hundred thousand dollars ($400,000) due at signing and the balance of
$1.288 million dollars or in lesser amounts as needed on or before May 1, 2000
prior to the start of the Phase I Development Work and for Capital equipment
purchases . This deposit will be held until the completion of the Phase I
Development Work and will be credited against the final invoice for the Phase I
Development Work. Any remaining funds will be returned to the payer or credited
against the deposit required for the Phase II Management. NOVA shall remit to
any subcontractor any initial deposit required by such subcontractor out of the
initial deposits made by GMP|Genetics to NOVA pursuant to this subsection (c).
NOVA will not commence the Phase I Development Work or the Phase II Management,
respectively until all required deposits have been received.

2.5 REPRESENTATIONS AND WARRANTIES BY NOVA. NOVA makes the
following representations and warranties for the benefit of GMP|Genetics, as a
present and ongoing affirmation of facts in existence at all times when this
Agreement is in effect:

(A) No Conflict. NOVA represents and warrants that it is
under no obligation or restriction, nor will it assume any such obligation or
restriction that does or would in any way interfere

NOVA Biomedical - GMP|Genetics, Page 5

or conflict with, or that does or would present a conflict of interest
concerning, the work to be performed by NOVA under this Agreement.

(B) Ownership Rights. NOVA represents and warrants that
(1) except with respect to work to be performed for it by subcontractors for
which NOVA will obtain the right to grant to GMP|Genetics ownership of the
Products and Deliverables as more fully set forth in Section 3 below and except
to the extent the work incorporates GMP|Genetics know-how and/or GMP|Genetics
Technology, it is and will be the sole author or inventor of all works employed
by NOVA in preparing any and all Deliverables; (2) it has and will have full and
sufficient right to assign or grant the rights and/or licenses granted in the
Deliverables pursuant to this Agreement; and (3) all Deliverables will not be
published under circumstances that would cause a loss of copyright therein or
loss of patentability.

(C) Conformity, Performance, and Compliance. NOVA
represents and warrants (1) that all Deliverables shall be prepared in a
workmanlike manner and with professional diligence and skill; (2) that all
Deliverables will conform to the specifications and functions set forth in the
Product Specifications relating thereto; and (3) that NOVA will perform the
Phase I Development Work and the Phase II Product Development in compliance with
applicable law.

2.6 USE OF SUBCONTRACTORS. NOVA hereby acknowledges and agrees to
ensure that all subcontractors engaged by NOVA to perform the Phase I
Development Work or the Phase II Product Development agree to be bound by the
terms of this Agreement.

2.7 OWNERSHIP OF PRODUCTS.

(A) Ownership of Products and Deliverables. GMP|Genetics
shall own all rights to the Products and the Deliverables, including all
Intellectual Property Rights. NOVA hereby assigns to GMP|Genetics all right
title and interest in any Intellectual Property Rights which comprise the
Products and the Deliverables.

(B) Patents. When patentable subject matter created by
NOVA or NOVA's agent(s) forms the basis of one or more claims of a patent
application filed by GMP|Genetics, GMP|Genetics is the assignee of all patents
and patent applications and Nova employees shall agree to such assignments, the
names of the individual employee(s) and/or agent(s) of NOVA who created such
patentable subject matter shall be included in such application as an
"inventor".

3. INDEMNIFICATION.

3.1 INTELLECTUAL PROPERTY INDEMNIFICATION. The parties shall
indemnify each other as follows:

(A) Agreement to Avoid Infringing. In performing services
under this Agreement, NOVA and its agent(s) shall not knowingly design or
develop any items that infringe Intellectual Property Rights of any third party.
If NOVA becomes aware of any such possible infringement in the course of
performing the Phase I Development Work or the Phase II Management, NOVA shall
immediately so notify GMP|Genetics in writing. However, NOVA assumes no
responsibility for ensuring that the Products or the Deliverables do not
infringe Intellectual Property Rights of any third party. Upon acceptance of a
Deliverable, GMP|Genetics shall assume all responsibility for liability related
to the Deliverable and all resulting Products including, but not limited to,
liability relating to infringement of patents or other Intellectual Property
Rights of any third party, provided that NOVA

NOVA Biomedical - GMP|Genetics, Page 6
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shall remain responsible for Product-related warranties to the extent provided
in the Manufacturing Agreement.

(B) GMP|Genetics Representation. GMP|Genetics represents
and warrants that, to the best of its knowledge, the use of its technology to
design and develop the Deliverables, Product Specification and the Products does
not infringe any Intellectual Property Rights of a third party.

(C) NOVA Representation. NOVA represents and warrants
that, to the best of its knowledge, the use of its technology to manufacture the
Products does not infringe any Intellectual Property Rights of a third party.

(D) Intellectual Property Indemnification. GMP|Genetics
will defend at its own expense any action against NOVA or its agent(s) that is
based on a claim that the development, sale or other commercialization of the
Products infringes on the Intellectual Property Rights of a third party and pay
those damages or costs finally awarded against NOVA or its agent(s) in such
action, provided that NOVA notifies GMP|Genetics promptly in writing of any such
action and gives GMP|Genetics sole control of the defense and any negotiations
for settlement or compromise of such action. NOVA agrees to provide reasonable
best assistance to GMP|Genetics in connection with any such action.

3.2 GENERAL INDEMNIFICATION BY NOVA. NOVA agrees to and hereby
does indemnify and hold harmless GMP|Genetics and GMP|Genetics' officers,
directors, employees, and agents, and GMP Companies' officers, directors,
employees, and agents from and against any and all losses, costs, liabilities or
expenses arising out of or in connection with NOVA's performance under or breach
of this Agreement to the extent that such claims arise out of or result from the
negligent act or omission of NOVA.

3.3 GENERAL INDEMNIFICATION BY GMP|GENETICS. Following acceptance
of design responsibility as described in Section 2.3 (b), GMP|Genetics agrees
to, and hereby does, indemnify and hold harmless NOVA and NOVA's officers,
directors, employees, and agents from and against any and all losses, costs,
liabilities or expenses (including costs and reasonable fees of attorneys and
other professionals) arising out of or in connection with GMP|Genetics', breach
of this Agreement to the extent that such claims arise out of or result from (a)
claims by third parties or (b) claims against NOVA for personal injury or
property damage which arise out of (i) the sale or other distribution of
Products by GMP|Genetics, (ii) any representation made or warranty given by
GMP|Genetics with respect to any Product, (iii) the sale or use of any product
which is not supplied by NOVA and which is sold or combined with a Product by
GMP|Genetics, (iv) repairs or services rendered by GMP|Genetics, or (v) the
negligent act or omission of GMP|Genetics.

3.4 INDEMNIFICATION PROCEDURE. The party seeking indemnification
(the "INDEMNIFIED PARTY") shall (a) give the other party (the "INDEMNIFYING
PARTY") notice of such claim, (b) cooperate with the Indemnifying Party, at the
Indemnifying Party's expense, in the defense of such claim, and (c) give the
Indemnifying Party the right to control the defense and settlement of any such
claim, except that the Indemnifying Party shall not enter into any settlement
that affects the Indemnified Party's rights or interest without the Indemnified
Party's prior written approval. The Indemnified Party shall have no authority to
settle any claim on behalf of the Indemnifying Party.

4. TERM AND TERMINATION

NOVA Biomedical - GMP|Genetics, Page 7
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4.1 TERM. This Agreement shall remain in force and effect for a
period of five (5) years from the date the laboratory initiates services.

4.2 TERMINATION BY GMP|GENETICS. GMP|Genetics may terminate this
Agreement in the event that either (a) NOVA fails to perform any of its material
obligations under this Agreement and such failure is not remedied within thirty
(30) days after receipt of written notice from GMP|Genetics, or (b) GMP|Genetics
determines to cease all design and development of the genetics laboratory. Such
termination shall be effected by GMP|Genetics by giving written notice to NOVA
ten (10) days prior to the effective date of termination. GMP|Genetics can exit
the agreement without cause within 90 days of the notification date and pay Nova
a onetime cancellation fee of five hundred thousand dollars ($500,000).

4.3 TERMINATION BY NOVA. NOVA may terminate this Agreement if
GMP|Genetics fails to perform any of its material obligations under this
Agreement and such failure is not remedied within thirty (30) days after receipt
of written notice from NOVA.

4.4 EFFECT OF TERMINATION. Upon any termination pursuant to
Section 5.2 or Section 5.3, NOVA shall be responsible for terminating the work
of any subcontractors, which NOVA engages. In addition, NOVA shall be
responsible for any costs incurred by any subcontractors after the effective
date of termination by GMP|Genetics except for any additional costs due to
activities requested by GMP|Genetics. In the event of termination, NOVA shall
submit an invoice to GMP|Genetics covering all unpaid fees and costs through the
effective date of termination as well as any additional costs due to activities
requested by GMP|Genetics. GMP|Genetics shall pay the amount of any such invoice
within twenty-five (25) business days of receipt of such invoices. Termination
of this Agreement shall not affect the parties obligations pursuant to Sections
2.5, 3.2, 3.3, 4 and 6 which sections shall survive such termination.

5. MISCELLANEOUS

5.1 RELATIONSHIP OF PARTIES. The parties are not partners,
employees or legal representatives of the other party for any purpose. Neither
party shall have the authority to enter into any contracts in the name of or on
behalf of the other party.

5.2 FURTHER ASSURANCES. Each party shall, at the request and
expense of the other party, do such acts or things as the other party may
reasonably require for the purpose of obtaining, registering, maintaining,
enforcing and preserving any of the Intellectual Property Rights of the other
party related to the Products or such party's technology; provided, however,
that the parties agree that each party has the exclusive right to enjoin any
infringement by a third party of any Intellectual Property Rights of the party
related to such party's technology. In the event that any unlawful copying of
the Product, infringement of a party's rights in the Product, or infringement or
registration by a third party of the rights of either party comes to the
attention of either party, such party shall immediately inform the other in
writing, stating the full facts of the infringement or registration known to it,
including the identity of the suspected infringer or registrant, the place of
the asserted infringement or registration and evidence thereof. Each of the
parties agrees to cooperate fully with the other party at the expense of such
other party if such other party sues to enjoin such infringements or to oppose
or invalidate any such registration.

5.3 NONASSIGNABILITY; BINDING ON SUCCESSORS. Either party may
assign or otherwise transfer this Agreement in connection with a sale of all or
a significant portion of its assets, or of its business, whether via merger or
otherwise. Except as permitted in the preceding sentence, neither party shall
assign

NOVA Biomedical - GMP|Genetics, Page 8

any of its rights or obligations under this Agreement without the express
written consent of the other party. Any attempted assignment under this
Agreement without such consent shall be void. In the case of any permitted
assignment or transfer of or under this Agreement, this Agreement or the
relevant provisions shall be binding upon the executors, heirs, representatives,
administrators and assigns of the parties hereto.

5.4 SEVERABILITY. In the event any provision of this Agreement is
held to be invalid or unenforceable, the valid or enforceable portion thereof
and the remaining provisions of this Agreement will remain in full force and
effect.

5.5 FORCE MAJEURE. Neither party shall be liable to the other for
its failure to perform any of its obligations under this Agreement, except for
payment obligations, during any period in which such performance is delayed
because rendered impracticable or impossible due to circumstances beyond its
reasonable control, including without limitation earthquakes, governmental
regulation, fire, flood, labor difficulties, civil disorder, and acts of God,
provided that the party experiencing the delay promptly notifies the other party
of the delay.

5.6 WAIVER. Any waiver (express or implied) by either party of any
breach of this Agreement shall be in writing and shall not constitute a waiver
of any other or subsequent breach.

5.7 ENTIRE AGREEMENT; AMENDMENT. This Agreement, any Exhibits
attached hereto as well as the Confidential Business Plan and the Confidential
Disclosure Agreement between GMP|Genetics and NOVA dated as of December 7,1999
and this even date, respectively, constitute the entire, final, complete and
exclusive agreement between the parties and supersede all previous agreements or
representations, written or oral, with respect to the subject matter of this
Agreement. This Agreement may not be modified or amended except in writing and
signed by a duly authorized representative of each party.

5.8 NOTICES. All notices, communications, requests, demands,
consents and the like ("Notices") required or permitted under this Agreement
will be in writing and will be deemed given and received (i) when delivered
personally, (ii) when sent by confirmed telecopy, (iii) ten (10) days after
having been duly mailed by first class, registered or certified mail, postage
prepaid, or (iv) three (3) business days after deposit with a commercial
overnight carrier, with written verification of receipt. All Notices will be
addressed as follows:

If to GMP|Genetics:

GMP|Genetics, Inc.
Xxx Xxxx Xxxxxxx Xxxxxxxxx, Xxxxx 0000
Xx. Xxxxxxxxxx, Xx 00000
Attention: Xx. Xxxxxxx Xxxxx, MD, Executive Vice President &
Medical Director
Telephone: (000) 000-0000
Telecopy: (000) 000-0000

If to NOVA:

NOVA Biomedical Corporation
000 Xxxxxxxx Xxxxxx
Xxxxxxx, XX 00000
Attention: Xx. Xxxxxxx X. XxXxxx, Ph.D., Vice President -
Business Development
Telephone: (000) 000-0000
Telecopy: (000) 000-0000

NOVA Biomedical - GMP|Genetics, Page 9
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or to such other address as the person to whom Notice is to be given may have
furnished to the other in writing in accordance herewith, except that Notices of
change of address will be effective only upon receipt. A Notice given by any
means other than as specified herein will be deemed duly given when actually
received by the addressee.

5.9 CHOICE OF LAW, ARBITRATION. This Agreement is made in
accordance with and shall be governed and construed under the laws of the State
of Massachusetts and in no event shall this Agreement be governed by the United
Nations Convention on Contracts for the International Sale of Goods. Except as
otherwise provided in this Agreement, any dispute, controversy or claim arising
out of or relating to this Agreement shall be finally decided by binding
arbitration conducted in English and in accordance with the then-current rules
of the American Arbitration Association ("AAA"). There shall be one arbitrator
selected in accordance with AAA rules. Any award issued by the arbitrator shall
be final and non-appealable for both parties. The parties shall bear the costs
of such arbitration equally, and the prevailing party (as determined by the
arbitrator) in any such arbitration or any judicial enforcement or review
proceeding shall be entitled to its reasonable attorneys' fees and costs in
addition to any award ordered by the arbitrator.

5.10 RIGHTS AND REMEDIES CUMULATIVE. The rights and remedies
provided in this Agreement shall be cumulative and not exclusive of any other
rights and remedies provided by law or otherwise.

5.11 CAPTIONS AND SECTION REFERENCES. Captions and section headings
appearing in this Agreement are inserted only as a matter of convenience and in
no way define, limit, construe or describe the scope of extent of such section
or in any way affect such section.

5.12 AUTHORITY TO ENTER INTO AND EXECUTE AGREEMENT; PRIOR GRANTS.
Each party represents and warrants to the other that it has the right, full
power and lawful authority to enter into this Agreement for the purposes herein
(including the granting of licenses under this Agreement) and to carry out its
obligations hereunder. Each party further warrants to the other that it has no
other outstanding agreements or obligations inconsistent with the terms and
provisions hereof and that it has not made any prior grants of rights in or to
the Product, the GMP|Genetics Technology or the NOVA Technology to any third
party which are inconsistent or would interfere in the performance of this
Agreement.

5.13 PUBLICITY. All notices to third parties and all other
publicity concerning this Agreement or its subject matter shall be jointly
planned and coordinated between the parties. Neither party shall act
unilaterally in this regard without the prior written approval of the other
party, which approval shall not be unreasonably withheld, and which shall be
deemed to be given when disclosure is specifically required by law. All related
communications within each party's organization shall be of a confidential
nature.

5.14 NON-SOLICITATION. The parties to this agreement agree not to
solicit or hire each other's personnel without the advance written consent of
the other party. This term shall survive the termination of this Agreement for a
period of one year.

5.15 COUNTERPARTS. This Agreement may be executed in counterparts
with the same force and effect as if each of the signatories had executed the
same instrument.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement by
their duly authorized representatives as of the Effective Date.

NOVA Biomedical - GMP|Genetics, Page 10

GMP|GENETICS, INC.

By: Xxxx Xxxxxxx, MD
President & CEO

On March 22, 2000

NOVA BIOMEDICAL CORPORATION

By: Xxxxxxx X. XxXxxx, Ph.D.
Vice President - Business Development

On March 21, 2000

NOVA Biomedical - GMP|Genetics, Page 11

EXHIBIT A

STATEMENT OF BILLABLE RATES (PER HOUR*)

RATE
NOVA SUPPORT SERVICE ($/HOUR)
-------------------- --------

Engineering/Development $125
Human Resources $100 plus agency fee
Business Development $150
Finance $125
Materials/Purchasing 10% material overhead rate on all
purchases
Information Systems $125
Facilities/Construction $60
Administrative Support $60

* Plus expenses and materials

EXHIBIT B

CAPITAL EQUIPMENT EXPENDITURES

ITEM SOURCE & MODEL ESTIMATED COST (000'S)
---- -------------- ----------------------

Laboratory Info System SCC, Cerner, or HBOC 300

Computer Network and
computers plus peripherals Compaq, IBM, HP 150

Cell Fusion Systems (2) BTX ECM 200 or

BTX ECM Optimizor 500 25

PCR processors (6) Hybaid 20

37(degree)C CO(2) incubator (6) Forma Scientific 60

70 - 80 (degree) C incubator (1) Yamato Dx 300 17

automated pipetting station Xxxxxxx, Tecan, Xxxxxxxx 75

gel separation system Genomyx/Xxxxxxx 25

gel reader Eagle Eye II 5

laminar flow hoods (6) Forma Scientifica 30

microscope (4) Olympus 20

cell counter/flow cytometer Roche/Sysmex Diagnostics 100

centrifuges (2) Xxxxxxx, IEC, Xxxxx 15

walk-in refrigerator Forma Scientifica 10

walk-in incubator Forma Scientifica 10

refrigerator Forma Scientifica 1

Freezer (-20(degree)C) (2) Labline 5

Freezer (-80(degree)C) (2) Xxxxxxx 00

Xx-xxxxxxx X(0)X system US Filter 10

Liquid Nitrogen storage 5

Genetic Analyzer PE Biosystems model 310 55

Sequence detector PE Biosystems model 7700 95

DNA Analyzer/sequencer PE Biosystems model 310 355
-----

Subtotal 1,398

Material overhead (10%) 140
-----

GRAND TOTAL 1,538

NOVA Biomedical - GMP|Genetics, Page 2

EXHIBIT C

SPACE LEASE AGREEMENT, MANAGEMENT FEE, AND EQUITY OWNERSHIP

SPACE LEASE AGREEMENT. A separate agreement to be executed with the
following terms:

TERM: 60 months
LEASE RATE: $15 per square foot for 3,200 square feet,
the adjacent laboratory space will
developed in parallel, and as additional
space is required, rates may vary depending
on the type of space required (excludes
telephone, data processing, and
communication utilities)

MANAGEMENT FEE. The management fee will be $20,000 per month payable monthly for
the five year term of this agreement. A separate business fee of $500,000 per
year will be paid at initiation in year 1 and then in equal monthly payments for
each of the calendar months during years 2-5. The rate schedule in Exhibit B
will be in effect for all additional billable hours by Nova for services
rendered to GMP|Genetics.

EQUITY PARTICIPATION. The equity and incentive compensation is outlined as
follows:

1. 25,000 fully vested stock options of GMP Companies, Inc. at
$18 per share.
2. 200,000 common shares of GMP|Genetics at par value of $0.01
per share.
3. 200,000 fully vested stock options of GMP|Genetics at $14 per
share.
4. $50,000 cash bonus if the lab is operational by 7/1/2000.
5. 5,000 fully vested stock options of GMP Companies, Inc. at
current share value as 12/31/2000 if the lab is processing 100
samples per day.

NOVA Biomedical - GMP|Genetics, Page 3

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