AGREEMENT

(1)

FORENSIC ALLIANCE LIMITED, whose registered office is at 329 Harwell, Didcot Oxon OX1 1 0QJ (“FAL”); and

(2)

ORCHID BIOSCIENCES EUROPE LIMITED, whose registered office is at 22 Blacklands Way, Abingdon, Oxon OX14 1DY, acting through its Cellmark Diagnostics business of 8 Blacklands Way, Abingdon Business Park, Abingdon, Oxon OX14 1 DY (“Cellmark”).

(A)

Cellmark is a provider of DNA services for forensic analysis;

(B)

FAL provides forensic testing services to third parties, including police forces; and

(C)

FAL wishes to sub-contract to Cellmark all forensic DNA testing services required by its customers.

1.

INTERPRETATION

1.1

‘Affiliate’ means, with respect to a party, any legal entity directly or indirectly controlling, controlled by or under common control with that party. For purposes of this Agreement, “control” means the direct or indirect ownership of more than fifty percent (50%) of the outstanding voting securities of the legal entity, or the right to receive more than fifty percent (50%) of the profits or earnings of the legal entity, or the right to direct the policy decisions of the legal entity.

1.2

‘Calendar Year’ means each period of twelve (12) calendar months commencing on the Effective Date or any anniversary thereof.

1.3

Completion’ means submission of the result of the analysis of the Sample:

(a)

to the National DNA Database, or

(b)

to FAL by means of electronic mail, facsimile, letter, or any other form agreed between the parties,

1.4

‘Confidential Information’ means contract documents or any information contained therein or in any material provided to Cellmark by FAL pursuant to the Agreement or prepared by Cellmark pursuant to the Agreement, all of which information will be deemed confidential.

1.5

‘Effective Date’ means the date first above writen

1.6

‘Force Majeure’ means, in relation to either party, any circumstances beyond the reasonable control of that party (including, without limitation, any strike, lock-out or other form of industrial action).

1.7

‘Hit Confirmation’ means where a speculative sample results in a hit against the DNA database which would then require an evidential sample to be taken and profiled.

1.8

‘Police Force’ means any police force, coroner, accident investigation authority or any other similar bodiy by whom FAL is engaged to provide the Services.

1.9

‘Sample’ means blood, mouth swab/wash, stained material or any other biological sample accepted by Cellmark for DNA analysis.

1.10

‘Services’ means any DNA related services, including, but not limited to, the analysis of Samples from crime scenes, and associated reference Samples, using a variety of DNA technologies including Short-Tandem Repeats and Single Locus Probing.

2.

APPOINTMENT OF SUB CONTRACTOR

2.1.

FAL hereby appoints Cellmark on an exclusive basis, and Cellmark accepts such appointment, to provide the Services as a sub-contractor to FAL. During the term of this Agreement, FAL shall not provide (and shall reqire any Affiliate not to provde) the Services itself and shall not appoint (and shall require any Affiliate not to appoint) any sub-contractor other than Cellmark to provide the Services, except under the following circumstances:

(a)

with the written permission of Cellmark and/or

(b)

to the extent necessary to comply with legislation.

2.2.

During the term of this Agreement, Cellmark shall not provide (and shall require any Affiliate not to provide) the Services to the Police Forces other than as a sub-contractor to FAL pursuant to this Agreement, except under the following circumstances:

(a)

with the written permission of FAL and/or

(b)

to the extent necessary to comply with legislation.

2.3.

Subject to the prior written consent of FAL (such consent not to be unreasonably withheld), Cellmark shall be entitled to sub-contract to third parties for the provision of the Services referred to Cellmark by FAL pursuant to Clause 2.1. Cellmark shall ensure that any sub-contractor so appointed provides the Services to the standards of quality required under this Agreement.

2.4.

In the event that Cellmark sub-contracts the Services to a third party, Cellmark shall ensure that all of the terms and conditions herein shall be applied to the agreement between Cellmark and the third party.

3.

SERVICES

3.1.

Each party shall use its reasonable endeavours to minimise the turnaround times for provision of the Services to the Police Force(s). Cellmark acknowledges that the market demands are moving towards a [*] turnaround or less for all sample types. Subject to Clause3.2, the turnaround times for the Services shall, unless otherwise agreed between the parties, be as follows:

(a)

The standard turn around time for all CJA (Criminal Justice Act), Speculative and Crime Stain Samples (“Major Crime Samples”) will be [*] from receipt of the Sample by Cellmark. Cellmark will ensure that at least [*] of the Major Crime Samples received shall be completed within the turn ar