as agent of each Borrower (as defined in the Senior Credit Agreement as defined below)

Exhibit 10.39

The Royal Bank

of Scotland

Leveraged Finance

Xxxxx 0

000 Xxxxxxxxxxx

Xxxxxx XX0X 0XX

Telephone:   000 0000 0000

Facsimile:    020 7375 4003

Website:      xxx.xxx.xx.xx

To:		Inverness Medical Innovations, Inc. (the “Parent Guarantor”)
		as agent of each Borrower (as defined in the Senior Credit Agreement as defined below)
			28 March, 2002

Dear Sirs

Credit agreement (as amended from time to time) (the “Senior Credit Agreement”) dated 20 December 2001 made between the Parent Guarantor, Inverness Medical Switzerland GmbH, certain banks and The Royal Bank of Scotland plc as lead arranger, facility agent, issuing bank and overdraft bank.

Unless otherwise defined herein capitalised terms used in this letter shall have the meaning specified in the Senior Credit Agreement.

We, The Royal Bank of Scotland plc, write to you in our capacity as Facility Agent for and on behalf of the Finance Parties.

The Parent Guarantor has requested that the Facility Agent consent to certain amendments to the Senior Credit Agreement and we are writing to confirm the terms upon which the Facility Agent, on behalf of all of the Finance Parties, has agreed to such amendments.

1. Amendments

Upon countersignature by you of this letter, the Senior Credit Agreement shall be amended as set out below:-

1.1 Clause 14.4.1 shall be amended by:

1.1.1 in paragraph (a), on the first line under the heading ‘Column A Period’, deleting the words “1 January 2002 to 31 March 2002” and under the heading ‘Column B Ratio’, deleting the ratio “3.90:1”;

1.1.2 in paragraph (b) deleting, in the third line, the words “31 March 2002” and replacing them with the words “30 June 2002”; and

1.1.3 in paragraph (c), on the first line under the heading ‘Column A Period’ deleting the words “31 March 2002”, and under the heading ‘Column B Ratio’, deleting the ratio “3.60:1”.

2. Effectiveness of the Senior Credit Agreement

Save as expressly amended hereby, the Senior Credit Agreement shall remain in full force and effect in accordance with its terms and nothing contained herein shall prejudice any of the rights of the Finance Parties under the Financing Documents nor shall be deemed to be a waiver of any breach or potential breach by the Parent Guarantor or the Borrower under the Senior Credit Agreement.

3. Costs and Expenses

The Parent Guarantor shall reimburse the Facility Agent from time to time for all costs and expenses (including reasonable legal fees and value added tax thereon) incurred by it in the preparation, negotiation, execution and enforcement of this letter and in connection with the preservation of its rights hereunder.

4. Financing Document

Upon execution by the Parent Guarantor this letter shall be a Financing Document as defined in the Senior Credit Agreement.

5. Incorporation of Terms

The provisions of Clause 25 (Law and Jurisdiction) of the Senior Credit Agreement shall be incorporated into this letter as if set out in full in this letter and as if references in those clauses to “this Agreement” or “the Financing Documents” are references to this letter.

6. Counterparts

This letter may be executed in any number of counterparts, and this has the same effect as if the signatures on the counterparts were on a single copy of this letter.

Yours faithfully

/s/ Xxxxxx Xxxxxxxx

for and on behalf of

THE ROYAL BANK OF SCOTLAND plc

for and on behalf of

the Finance Parties

We hereby accept and agree to the terms and conditions of this letter of which this is a duplicate.

2

/s/ Xxx Xxxxxxxxx
for and on behalf of
INVERNESS MEDICAL INNOVATIONS, INC.
for and on behalf of itself and
INVERNESS MEDICAL SWITZERLAND GmbH
Date:	March 28, 2002