Accumed International Inc Watch

from S-4 ~50 pages Agreement and Plan of Merger

from 8-K ~50 pages Plan of reorganization, merger, acquisition or similar

from 8-K ~50 pages Plan of reorganization, merger, acquisition or similar

from SC 13D 1 page Mutual Waiver Pursuant to Sections 8.2(e) and 8.3(e) of Merger Agreement This Mutual Waiver Is Hereby Made as of December 19, 1995 by Alamar Biosciences, Inc. ("Alamar"), and Accumed, Inc. ("Accumed"). Reference Is Made to the Agreement and Plan of Reorganization Dated as of April 21, 1995 by Alamar and Accumed, as Amended by Amendment No. 1 Dated as of August 1, 1995, and Amendment No. 2 Dated as of October 6, 1995 (The "Merger Agreement"). Terms Not Otherwise Defined Herein Shall Have the Same Meanings as When Used in the Merger Agreement. 1. Each of Alamar and Accumed Hereby Waives the Requirements Pursuant to Section 8.2(e) and Section 8.3(e), Respectively, That Employment Agreements Be Executed Between the Surviving Corporation and Peter P. Gombrich, Kenn Miller, Mark L. Santor, Derek Kelly, Roger Grist, and Michael D. Burke. 2. Each of the Parties Hereby Consents to and Agrees That the Surviving Corporation Shall Adopt and Assume the Obligations Under the (I) Employment Agreement Dated as of August 1, 1994, Between Mr. Gombrich and Accumed, (II) the Employment Letter Dated March 2, 1995 Between Accumed and Mr. Miller, (III) the Employment Letter Dated February 28, 1995 Between Accumed and Mr. Santor, and (IV) the Employment Agreement as in Effect Between Accumed and Mr. Burke as of the Date Hereof, and That the Service Agreement Between Sensititre and Mr. Kelly Dated May 9, 1994 and the Service Agreement Between Dr. Grist and Sensititre as in Effect on the Date Hereof Shall Continue in Full Force and Effect After the Effective Time of the Merger. Alamar Biosciences, Inc. a California Corporation By: /S/ Mark L. Santor Mark L. Santor Chief Financial Officer Accumed, Inc., a California Corporation By: /S/ Peter P. Gombrich Peter P. Gombrich Chief Executive Officer

from SC 13D 1 page Waiver Under Merger Agreement Reference Is Made to the Agreement and Plan of Reorganization (The "Merger Agreement") Dated as of April 21, 1995, as Amended by Amendment No. 1 Dated as of August 1, 1995 and Amendment No. 2 Dated as of October 6, 1995 Between Alamar Biosciences, Inc., a California Corporation ("Alamar"), and Accumed, Inc., an Illinois Corporation ("Accumed"). All Capitalized Terms Not Otherwise Defined Herein Shall Have the Same Meaning as When Used in the Merger Agreement. Whereas, Section 7.18 of the Merger Agreement Provides That the Persons to Serve as Directors of the Surviving Corporation Will Each Serve a Two-Year Term; and Whereas, Both California Corporate Law and Delaware Corporate Law Require That a Meeting of Shareholders Be Held Annually for the Purpose of Electing Directors; Now Therefore, Each of Alamar and Accumed Hereby Waives the Requirement That the Surviving Corporation Take Action as Is Necessary to Cause Such Board Members to Serve a Two-Year Term, and Mutually Consent to Allow Such Directors to Serve the Maximum Term Permissible Under Applicable Corporate Law, Which Shall Be Until the Next Annual Meeting of Shareholders of the Surviving Corporation, or Until Their Earlier Removal or Resignation. in Witness Whereof, the Parties Have Caused This Waiver to Be Duly Executed as of November 20, 1995. Alamar Biosciences, Inc. By: /S/ Mark L. Santor Mark L. Santor, Chief Financial Officer Accumed, Inc. By: /S/ Peter P. Gombrich Peter P. Gombrich, Chief Executive Officer

from SC 13D ~5 pages Affiliate Agreement

from SC 13D ~5 pages Agreement of Merger

from SC 13D ~5 pages Amend. 2 to Agreement and Plan of Reorganlzation

from SC 13D ~5 pages Amend No. 1 to Agreement and Plan of Reorgization

from SC 13D ~50 pages Agreement and Plan of Reorganization