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<DESCRIPTION>IDEXX LABORATORIES, INC.
<TEXT>

<PAGE>  1
                                UNITED STATES
                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549

                                  FORM 10-Q

[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934


For the quarterly period ended September 30, 2000

                                     or

[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934

For the transition period from _______________ to _______________

Commission File Number: 0-19271

                          IDEXX LABORATORIES, INC.
           (Exact name of registrant as specified in its charter)

             DELAWARE                               01-0393723
     (State of incorporation)          (I.R.S. Employer Identification No.)

 ONE IDEXX DRIVE, WESTBROOK, MAINE                    04092
  (Address of principal executive                   (Zip Code)
             offices)

                               (207) 856-0300
            (Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

Yes [X]  No [ ]

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.

As of October 31, 2000, 33,207,321 shares of the registrant's Common Stock, $.10
par value, were outstanding.

<PAGE>  2

                  IDEXX LABORATORIES, INC. AND SUBSIDIARIES

                                    INDEX

                                                               PAGE
PART I -- FINANCIAL INFORMATION

Item 1.     Financial Statements:
            Consolidated Balance Sheets
            September 30, 2000 and December 31, 1999            3

            Consolidated Statements of Operations
            Three and Nine Months Ended
            September 30, 2000 and September 30, 1999           4

            Consolidated Statements of Cash Flows
            Nine Months Ended
            September 30, 2000 and September 30, 1999           5

            Notes to Consolidated Financial Statements          6-9

Item 2.     Management's Discussion and Analysis of Financial
            Condition and Results of Operations                 10-14

PART II -- OTHER INFORMATION

Item 6.     Exhibits and Reports on Form 8-K                    16

SIGNATURES                                                      17

FORWARD LOOKING INFORMATION

This Quarterly Report on Form 10-Q includes certain forward-looking statements
about the business of IDEXX Laboratories, Inc. and its subsidiaries (the
"Company"). Such forward-looking statements are subject to risks and
uncertainties that could cause the Company's actual results to vary materially
from those indicated in such forward-looking statements.  These risks and
uncertainties are discussed in more detail in the section captioned
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" in Item 2 of Part I of this report.

<PAGE>  3

PART I -- FINANCIAL INFORMATION

  Item 1. -- FINANCIAL STATEMENTS

                  IDEXX LABORATORIES, INC. AND SUBSIDIARIES
                         Consolidated Balance Sheets
                  (In Thousands, Except Per Share Amounts)
                                 (Unaudited)
<TABLE>
<CAPTION>
                     ASSETS                       SEPTEMBER 30,  DECEMBER 31,
                                                      2000           1999
                                                  -------------  ------------
<S>                                               <C>            <C>
CURRENT ASSETS:
 Cash and cash equivalents, $6,991 of which is
  restricted as of September 30, 2000             $ 38,726       $ 58,576
 Short-term investments                             47,278         46,835
 Accounts receivable, less reserves of $4,791
  and $4,828 in 2000 and 1999, respectively         62,361         58,353
 Inventories                                        62,870         47,488
 Deferred income taxes                              14,946         14,679
 Other current assets                                7,986          6,484
                                                  --------       --------
  Total current assets                             234,167        232,415

LONG-TERM INVESTMENTS                                3,045         25,517

PROPERTY AND EQUIPMENT, AT COST:
 Land                                                1,189          1,196
 Buildings and improvements                          4,550          4,528
 Leasehold improvements                             18,566         18,522
 Machinery and equipment                            37,223         34,630
 Office furniture and equipment                     32,319         28,630
 Construction-in-progress                            3,644          1,152
                                                  --------       --------
                                                    97,491         88,658
 Less-Accumulated depreciation and amortization     55,738         49,108
                                                  --------       --------
                                                    41,753         39,550
OTHER ASSETS, Net                                   75,395         60,500
                                                  --------       --------
                                                  $354,360       $357,982
                                                  ========       ========

         LIABILITIES AND STOCKHOLDERS' EQUITY


CURRENT LIABILITIES:
 Accounts payable                                 $ 17,914       $ 21,819
 Accrued expenses                                   50,631         38,011
 Notes Payable                                       8,525          3,543
 Deferred revenue                                   10,886         10,268
                                                  --------       --------
  Total current liabilities                         87,956         73,641

STOCKHOLDERS' EQUITY:
 Common stock, $0.10 par value
  Authorized 60,000 shares
  Issued and outstanding 40,158 shares in 2000
   and 39,584 shares in 1999                         4,016          3,958
  Additional paid-in capital                       294,339        284,459
  Retained earnings                                 90,450         63,619
  Accumulated other comprehensive income (loss)     (5,334)        (3,473)
  Treasury Stock (6,314 shares in 2000 and 3,899
   shares in 1999), at cost                       (117,067)       (64,222)
                                                  --------       --------
   Total stockholders' equity                      266,404        284,341
                                                  --------       --------
                                                  $354,360       $357,982
                                                  ========       ========
</TABLE>
        See accompanying notes to consolidated financial statements.

<PAGE>  4
                  IDEXX LABORATORIES, INC. AND SUBSIDIARIES
                    Consolidated Statements of Operations
                  (In Thousands, Except Per Share Amounts)
                                 (Unaudited)

<TABLE>
<CAPTION>
                                THREE MONTHS ENDED      NINE MONTHS ENDED
                                ------------------      -----------------
                              SEPTEMBER   SEPTEMBER  SEPTEMBER    SEPTEMBER
                              30,         30,        30,          30,
                              2000        1999       2000         1999
                              ---------   ---------  ---------    ---------
<S>                           <C>         <C>        <C>          <C>
Revenue                       $90,384     $86,422    $274,813     $267,593

Cost of revenue                47,431      44,935     140,557      136,598
                              -------     -------    --------     --------

  Gross Profit                 42,953      41,487     134,256      130,995

Expenses:
  Sales and marketing          13,585      13,732      44,678       43,322
  General and administrative    9,104       9,502      29,941       32,696
  Research and development      6,750       6,302      20,736       20,983
                              -------     -------    --------     --------
   Income from operations      13,514      11,951      38,901       33,994
Interest income, net            1,199       1,643       3,911        4,288
                              -------     -------    --------     --------
   Income before provision for
    income taxes               14,713      13,594      42,812       38,282
Provision for income taxes      5,444       5,166      15,981       14,547
                              -------     -------    --------     --------

   Net income                  $9,269      $8,428     $26,831      $23,735
                              =======     =======    ========     ========

Net income per common share:
   Basic:                       $0.27       $0.22       $0.77        $0.61
                              =======     =======    ========     ========
Net income per common share:
   Diluted:                     $0.26       $0.21       $0.73        $0.58
                              =======     =======    ========     ========
</TABLE>

        See accompanying notes to consolidated financial statements.

<PAGE>  5

                  IDEXX LABORATORIES, INC. AND SUBSIDIARIES
                    Consolidated Statements of Cash Flows
                               (In Thousands)
                                 (Unaudited)

<TABLE>
<CAPTION>
                                                     NINE MONTHS ENDED
                                                     -----------------
                                               SEPTEMBER 30    SEPTEMBER 30
                                               2000            1999
                                               -------------   -------------
 <S>                                           <C>             <C>
 Cash Flows from Operating Activities:
 Net income                                    $26,831         $23,735
 Adjustments to reconcile net income to net
 cash provided by operating activities,
 net of acquisitions:
  Depreciation and amortization                 14,102          12,849
  Provision for (benefit of) deferred income
  taxes                                          1,075          (2,214)
  Changes in assets and liabilities:
   Accounts receivable                          (4,017)         (7,923)
   Inventories                                 (22,390)          6,567
   Other current assets                           (333)          2,188
   Accounts payable                             (2,162)        (15,597)
   Accrued expenses                              5,310          14,307
   Deferred revenue                                618          (1,015)
                                               -------         --------
    Net cash provided by operating activities   19,034          32,897
                                               -------         -------

Cash Flows from Investing Activities:
 Purchases of property and equipment           (11,697)         (6,093)
 Decrease (increase) in investments, net        22,028         (35,399)
 Increase in other assets                         (769)         (1,433)
 Acquisition of businesses, net of cash
 acquired                                      (11,945)         (1,257)
 Disposition of businesses                      10,400              --
                                               -------         -------
    Net cash provided by (used in) investing
    activities                                   8,017         (44,182)
                                               -------         --------

Cash Flows from Financing Activities:
 Payment of notes payable                       (3,231)         (1,593)
 Proceeds from the exercise of stock options     8,299           5,990
 Purchase of treasury stock                    (50,367)        (27,256)
                                               --------        --------
    Net cash used in financing activities      (45,299)        (22,859)
                                               --------        --------

Net effect of Exchange Rate Changes             (1,602)           (242)
                                               --------        --------
Net decrease in Cash and Cash Equivalents      (19,850)        (34,386)

Cash and Cash Equivalents, beginning of period  58,576         109,063
                                               -------         -------
Cash and Cash Equivalents, end of period       $38,726         $74,677
                                               =======         =======

Supplemental Disclosure of Cash Flow Information:
 Interest paid during the period               $   351         $   133
                                               =======         =======
 Income taxes paid during the period           $ 9,527         $ 5,261
                                               =======         =======
</TABLE>

        See accompanying notes to consolidated financial statements.

<PAGE>  6

                  IDEXX LABORATORIES, INC. AND SUBSIDIARIES
                 Notes to Consolidated Financial Statements
                                 (Unaudited)

1. Basis of Presentation
   The accompanying unaudited, consolidated financial statements of IDEXX
Laboratories, Inc. ("IDEXX" or the "Company") have been prepared in accordance
with generally accepted accounting principles for interim financial information
and with the requirements of Form 10-Q.

   The accompanying interim consolidated financial statements reflect, in the
opinion of the Company's management, all adjustments necessary for a fair
presentation of the financial position and results of operations.  The results
of operations for the nine months ended September 30, 2000 are not necessarily
indicative of the results to be expected for the full year.  These financial
statements should be read in conjunction with the Company's 1999 Annual Report
to the Shareholders, as filed on Form 10-K with the Securities and Exchange
Commission.

2. New Accounting Pronouncements
   In June 1998, the FASB issued SFAS No. 133, Accounting for Derivative
Instruments and Hedging Activities ("SFAS No. 133"). SFAS No. 133 establishes
accounting and reporting standards for derivative instruments and for hedging
activities and requires that an entity recognize all derivatives as either
assets or liabilities on the balance sheet and measure those instruments at fair
value. The accounting for changes in the fair value of a derivative depends on
the intended use of the derivative and the resulting designation. SFAS No. 137,
Accounting for Derivative Instruments and Hedging Activities - Deferral of the
Effective Date of FASB Statement No. 133 - an amendment of FASB Statement No.
133 was issued in June 1999 and deferred the effective date of SFAS No. 133 to
fiscal years beginning after June 15, 2000 and is applicable on both an interim
and annual basis.  Companies are not required to apply this statement
retroactively to prior periods.  The Company does not believe that
implementation of this statement will have a material impact on the financial
statements.

   In December 1999, the Securities and Exchange Commission ("SEC") issued Staff
Accounting Bulletin No. 101, "Revenue Recognition" ("SAB 101"), which provides
interpretive guidance on the recognition, presentation and disclosure of revenue
in financial statements.  The Company has implemented those guidelines with no
material impact on earnings.

3. Inventories
   Inventories include material, labor and overhead, and are stated at the lower
of cost (first-in, first-out) or market. The components of inventories are as
follows (in thousands):

                         SEPTEMBER 30,  DECEMBER 31,
                         2000           1999
                         -------------  ------------
    Raw materials        $14,945        $ 6,385
    Work-in-process        3,615          4,190
    Finished goods        44,310         36,913
                         -------        -------
                         $62,870        $47,488
                         =======        =======

4. Comprehensive income

<TABLE>
<CAPTION>
                                     THREE MONTHS ENDED     NINE MONTHS ENDED
                                   SEPTEMBER   SEPTEMBER  SEPTEMBER   SEPTEMBER
                                   30, 2000    30, 1999   30, 2000    30, 1999
                                   ---------   ---------  ---------   ---------
<S>                                <C>         <C>        <C>         <C>
Net income                         $9,269      $8,428     $26,831     $23,735

 Other comprehensive income(loss):
 Foreign currency translation
 adjustments                         (983)        765      (1,861)       (276)
                                   ------      ------     -------     -------
  Comprehensive income             $8,286      $9,193     $24,970     $23,459
                                   ======      ======     =======     =======

<PAGE>  7

5.  Earnings per share
    The following is a reconciliation of shares outstanding for basic and
    diluted earnings per share (in thousands):

</TABLE>
<TABLE>
                                   THREE MONTHS ENDED     NINE MONTHS ENDED
                                   SEPTEMBER  SEPTEMBER   SEPTEMBER SEPTEMBER
                                   30, 2000   30, 1999    30, 2000  30, 1999
                                   ---------  ---------   --------- ---------
<S>                                <C>        <C>         <C>       <C>
Basic:
 Weighted average shares
 outstanding                       34,396     39,096      35,028    39,109
                                   ======     ======      ======    ======

Diluted:
 Weighted average shares
 outstanding                       34,396     39,096      35,028    39,109
 Dilutive effect of stock options
 issued to employees                1,537        770       1,449     1,410
 Shares assumed issued for the
 acquisition of Blue Ridge
 Pharmaceuticals, Inc.                115        115         115       115
                                   ------     ------      ------    ------
                                   36,048     39,981      36,592    40,634
                                   ======     ======      ======    ======
</TABLE>
6.  Commitments and contingencies

    From time to time the Company has received notices alleging that the
Company's products infringe third-party proprietary rights.  In particular, the
Company has received notices claiming that certain of the Company's immunoassay
products infringe third-party patents, although the Company is not aware of any
pending litigation with respect to such claims.  Patent litigation frequently is
complex and expensive, and the outcome of patent litigation can be difficult to
predict. There can be no assurance that the Company will prevail in any
infringement proceedings that have been or may be commenced against the Company.

<PAGE>  8

7.  Acquisitions and Divestitures

    Acquisitions

    Sierra Laboratories
    On March 9, 2000 the Company, through its wholly-owned subsidiary, IDEXX
Veterinary Services, Inc., acquired the veterinary laboratory business of Sierra
Veterinary Laboratory LLC ("Sierra"), based in Los Angeles, California, for
$178,000 in cash.  In addition, the Company agreed to make future payments in
each of the next four years based on the results of operations, which will be
treated as additional purchase price.  The Company has accounted for this
acquisition under the purchase method of accounting and has included the results
of operations in its consolidated results since the acquisition date.  Pro forma
information has not been presented because of immateriality.

    Veterinary Pathology Services
    On July 1, 2000, the Company, through its wholly-owned subsidiary, IDEXX
Laboratories Pty. Ltd., acquired Veterinary Pathology Services Pty. Ltd., a
veterinary laboratory business with locations in Adelaide, Brisbane and Sydney,
Australia for Australian Dollars 5.6 million (US $3.1 million) in cash. The
Company has accounted for this acquisition under the purchase method of
accounting and has included the results of operations in its consolidated
results since the acquisition date.  Pro forma information has not been
presented because of immateriality.

    Genera Technologies Limited
    On August 11, 2000, the Company acquired Genera Technologies Limited, a U.K.
based manufacturer of test kits for cryptosporidium in water, for $8.7 million
in cash and $8.3 million in notes payable to the former principal shareholder of
which $7.0 million is secured by cash in escrow. The Company also agreed to make
additional payments to the shareholder of up to $2.5 million based upon
performance of the business after the acquisition. The Company has accounted for
this acquisition under the purchase method of accounting and has included the
results of operations in its consolidated results since the acquisition date.
Pro forma information has not been presented because of immateriality.

     Divestitures

    Through a series of transactions completed in late 1999 and the first
quarter of 2000, the Company disposed of substantially all of its businesses
related to food microbiology testing.  As a result of these transactions, the
Company recorded an immaterial loss in 1999 and an immaterial gain in 2000.  Pro
forma information has not been presented because of immateriality.

    IDEXX Food Safety Net Services, Inc.
    On December 21, 1999, the Company sold substantially all the assets in the
business of IDEXX Food Safety Net Services, Inc. to Food Safety Net Services,
Ltd. for $350,000 cash, a $195,000 note payable and the assumption of certain
liabilities.  The note bears interest at 6% and is due in twelve quarterly
installments.  In addition, the Company entered into a non-compete agreement for
five years.

    Food Products and Acumedia Manufacturers, Inc.
    During February 2000, the Company sold certain assets and the rights to its
Lightning(R), Simplate(R), and Bind(R) product lines and its subsidiary,
Acumedia Manufacturers, Inc. ("Acumedia"), for aggregate consideration of
$10,400,000 in cash, a $450,000 note payable, and the assumption of certain
liabilities.  The Company also will receive up to an additional $1,000,000 based
on revenue realized from the Acumedia business between the sale date and
February 17, 2001.  The note bears interest at 7% and is due on February 17,
2001.  In addition, the company entered into non-compete agreements for up to
five years.

8.  Segment Reporting

    The Company conducts business principally in three major operating segments.
The Company's operating segments include the Companion Animal Group ("CAG"), the
Food and Environmental Division ("FED") and other.  The separate financial
information of each segment is presented consistent with the way results are
regularly evaluated by the chief operating decision maker in deciding how to
allocate resources and in assessing performance.

    The CAG develops, designs, and distributes products and performs services
for veterinarians.  The CAG also manufactures certain biology based test kits
for veterinarians. FED develops, designs, manufactures and distributes products
and performs services to detect disease and contaminants in food animals, food
and water.  Both the CAG and FED distribute products and services worldwide.
Other is primarily comprised of corporate research and development and interest
income.

    The accounting policies of the operating segments are the same as those
described in the summary of significant accounting policies except that most
interest income and expense are not allocated to individual operating segments
and income taxes are provided on each segment using the overall effective tax
rate.

<PAGE>  9

The following is the segment information in accordance with this statement (in
thousands):
<TABLE>
<CAPTION>
                             THREE MONTHS ENDED       NINE MONTHS ENDED
                           SEPTEMBER   SEPTEMBER   SEPTEMBER   SEPTEMBER
                           30, 2000    30, 1999    30, 2000    30, 1999
                           ---------   ---------   ---------   ---------
<S>                        <C>         <C>        <C>          <C>
Revenue:
     CAG                   $72,735     $66,770    $223,018     $209,580
     FED                    17,649      19,652      51,795       58,013
     Other                      --          --          --           --
                           -------     -------    --------     --------

     Total revenue         $90,384     $86,422    $274,813     $267,593
                           =======     =======    ========     ========

Net income:
     CAG                   $ 5,755     $ 4,702    $ 16,725     $ 16,508
     FED                     3,062       2,778       8,550        5,130
     Other                     452         948       1,556        2,097
                           -------     -------    --------     --------

     Total net income      $ 9,269     $ 8,428    $ 26,831     $ 23,735
                           =======     =======    ========     ========
</TABLE>


9.  Stock Repurchase Program

    On July 21, 2000, the Company's Board of Directors approved an increase in
the number of shares of its Common Stock that the Company was authorized to
repurchase from 6.0 million shares to 10.0 million shares.  The Company may make
such purchases in the open market or in negotiated transactions. During the nine
months ended September 30, 2000, the Company repurchased approximately 2.4
million shares for $52.8 million. Between August 19, 1999 and September 30,
2000, the Company repurchased approximately 6.3 million shares under this
program for $117.1 million.


<PAGE>  10


 Item 2.

                  IDEXX LABORATORIES, INC. AND SUBSIDIARIES
         MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                          AND RESULTS OF OPERATIONS

RESULTS OF OPERATIONS
The Company operates primarily through two business units: the Companion Animal
Group ("CAG") and the Food and Environmental Division ("FED"). CAG comprises the
Company's veterinary diagnostic products and services, its animal health
pharmaceuticals business, and its veterinary informatics and internet business.
FED comprises the Company's products and services for food animal, food and
water testing. Through a series of transactions completed in late 1999 and the
first quarter of 2000, the Company disposed of substantially all of its
businesses related to food microbiology testing.  FED now comprises the
Company's water and dairy testing business and its production animal diagnostic
services business.

COMPANION ANIMAL GROUP

QUARTER ENDED SEPTEMBER 30, 2000 COMPARED TO QUARTER ENDED SEPTEMBER 30, 1999

Revenue for CAG increased $6.0 million, or 9% to $72.7 million during the third
quarter of 2000 from $66.8 million in the same period of the prior year.  The
increase is primarily attributable to an increase in sales of veterinary
reference laboratory services, consumables used in the Company's veterinary
instruments and feline and canine test kits. The increase in veterinary
reference laboratory services sales is partially attributable to incremental
revenues from laboratories acquired after June 1999, including the laboratory
businesses of Tufts University School of Veterinary Medicine acquired on
December 1, 1999 and Veterinary Pathology Services Pty. Ltd ("VPS") acquired on
July 1, 2000.  The increase in consumables sales is attributable primarily to an
increase in instrument placements, including through the Company's rental
program, and to a lesser degree to increased customer utilization per
instrument. These increases are partially offset by a decrease in sales of
veterinary practice information management systems.

International revenue increased $.4 million, or 3% compared to the same quarter
of 1999.  This increase is attributable primarily to increased sales of
veterinary reference laboratory services resulting from the purchase of VPS,
partially offset by unfavorable foreign exchange rates.  International sales
declined to 22% of total CAG sales compared to 23% in the third quarter of 1999.

CAG's gross margin decreased from 46% to 45% due primarily to unfavorable
exchange rates and to increased sales of lower margin veterinary reference
laboratory services and unabsorbed fixed costs associated with decreased sales
of practice information management systems. These decreases are partially offset
by increased sales of higher gross margin consumables.

<PAGE>  11

Operating expenses during the third quarter increased $.8 million, or 3% over
the same period in 1999.  The increase is attributable primarily to research and
development expenses related to the development of new diagnostic platforms and
to an increase in sales and marketing programs related to veterinary
consumables.  These increases are partially offset by settlement gains on
foreign currency contracts designated as hedges.

NINE MONTHS ENDED SEPTEMBER 30, 2000 COMPARED TO NINE MONTHS ENDED SEPTEMBER 30,
1999

Revenue for CAG increased $13.3 million, or 6% to $223.0 million during the
first nine months of 2000 from $209.6 million in the same period of the prior
year.  The increase is attributable primarily to an increase in sales of
veterinary reference laboratory services, veterinary consumables and feline
diagnostic kits.  The increase in sales of veterinary reference laboratory
services is attributable partially to incremental revenues generated from
acquisitions discussed above.  These increases are partially offset by a
decrease in sales of veterinary practice information management systems.

International revenue increased $2.3 million, or 5% compared to the same period
of 1999.  The increase is attributable to increased sales of veterinary
reference laboratory services and canine diagnostic test kits partially offset
by unfavorable foreign exchange rates.  The increase in sales of veterinary
reference laboratory services resulted mainly from the purchase of VPS in
Australia described above.

CAG's gross margin decreased from 48% to 47%. The reduction in the gross margin
percentage is due primarily to increased sales of lower gross margin veterinary
reference laboratory services, higher cost of veterinary instrument service and
unabsorbed fixed costs associated with decreased sales of veterinary practice
information management systems, partially offset by increased sales of higher
margin veterinary consumables.

Operating expenses during the nine months ended September 30, 2000 increased
$4.3 million, or 6% over the same period in 1999.  The increase is attributable
primarily to an increase in sales and marketing expenses associated with the
pharmaceutical product line and research and development expenses related to the
Company's Internet portal/application service provider for animal health
professionals and to development of new diagnostic platforms.  The increases are
partially offset by decreased pharmaceutical research and development expenses
and settlement gains on foreign currency contracts designated as hedges.

FOOD AND ENVIRONMENTAL DIVISION

QUARTER ENDED SEPTEMBER 30, 2000 COMPARED TO QUARTER ENDED SEPTEMBER 30, 1999

Revenue for FED decreased $2.0 million, or 10% to $17.6 million during the third
quarter of 2000 from $19.7 million for the same period in the prior year.  The
decrease is primarily attributable to the divestiture of the food microbiology
testing product lines discussed above and decreased sales of dairy test
products.  These decreases are partially offset by an increase in sales of water
testing products, including incremental sales from the acquisition of Genera
Technologies Limited ("Genera") in July 2000, and by additional sales of
livestock test kits.

International revenue decreased $.5 million, or 7% compared to the same quarter
of 1999.  The decrease is attributable primarily to the divestiture of the food
microbiology testing product lines discussed above and unfavorable foreign
exchange rates, partially offset by increased sales of livestock test kits and
water testing products, including incremental sales from the acquisition of
Genera.

FED's gross margin increased to 57% from 55% due to the divestiture of the lower
gross margin food microbiology testing product lines and increased sales of
higher gross margin water testing products, partially offset by unfavorable
foreign exchange rates.

Operating expenses during the third quarter decreased $1.1 million, or 17% over
the same period in 1999 primarily due to the elimination of operating expenses
associated with the divested food microbiology testing products business.

NINE MONTHS ENDED SEPTEMBER 30, 2000 COMPARED TO NINE MONTHS ENDED SEPTEMBER 30,
1999

Revenue for FED decreased $6.1 million, or 10% to $51.8 million during the first
nine months of 2000 from the same period in the prior year.  The decrease is
attributable primarily to the divestiture of the food microbiology testing
product lines and decreased sales of dairy test products.  These decreases are
partially offset by an increase in sales of water testing products and livestock
test kits.

International revenue decreased $.7 million, or 3% from the same period in 1999.
The decrease is attributable primarily to the divestiture of the food
microbiology testing product lines and unfavorable foreign exchange rates,
partially offset by increased sales of dairy, livestock, and water testing
products, including incremental sales from the purchase of Genera discussed
above.

FED's gross margin increased to 58% from 54% due to the divestiture of the lower
gross margin food microbiology testing product lines and increased sales of
higher gross margin water testing products, partially offset by unfavorable
foreign exchange rates.

Operating expenses during the first nine months of 2000 decreased $6.2 million,
or 27% from the same period in the prior year, due primarily to the elimination
of operating expenses associated with the food microbiology testing products
business and to an immaterial gain on the sale.

INTEREST INCOME, NET
Net interest income is $1.2 million for the quarter ended September 30, 2000
compared with $1.6 million for the same period in the prior year.  The decrease
in interest income is principally the result of lower invested cash balances due
to the use of cash for the Company's share repurchase program and the purchase
of VPS and Genera, partially offset by higher effective interest rates.

Net interest income declined to $3.9 million for the nine months ended September
30, 2000 from $4.3 million for the same period in the prior year for the reasons
described above.

PROVISION FOR INCOME TAXES
The Company's effective tax rate is 37.0% and 37.3% for the three- and nine-
month periods ended September 30, 2000, respectively, compared with 38% for the
same periods in 1999.  The reduction in the effective tax rate is the result of
continued realization of tax benefit resulting from business operations in
jurisdictions with lower effective income tax rates.

<PAGE>  12

LIQUIDITY AND CAPITAL RESOURCES

As of September 30, 2000, the Company has cash, cash equivalents, and short-term
investments of $86.0 million and working capital of $146.2 million.  As of
September 30, 2000, $7.0 million in cash is in escrow as security for the
Company's obligations and promissory notes in an equivalent aggregate principal
amount issued in connection with the acquisition of Genera.  During the quarter
ended September 30, 2000 the Company repurchased 1.4 million shares of its
common stock for $33.5 million, of which transactions representing 100,000
shares have not settled as of September 30, 2000 and the $2.5 million purchase
price is reflected as a current liability.  For the nine months ended September
30, 2000 the Company repurchased approximately 2.4 million shares for $52.8
million.

The Company believes that current cash and short-term investments and funds
expected to be generated from operations will be sufficient to fund the
Company's operations for the foreseeable future.

FUTURE OPERATING RESULTS

The future operating results of the Company are subject to a number of factors,
including without limitation the following:

The Company's business has grown significantly over the past several years as a
result of both internal growth and acquisitions of products and businesses.  The
Company has consummated a number of acquisitions since 1992, including five
acquisitions in 1997, two acquisitions in 1998, two acquisitions in 1999 and
three acquisitions during the first nine months of 2000, and plans to make
additional acquisitions. Identifying and pursuing acquisition opportunities,
integrating acquired products and businesses, and managing growth require a
significant amount of management time and skill. There can be no assurance that
the Company will be effective in identifying and effecting attractive
acquisitions, assimilating acquisitions or managing future growth.

The Company's future success will depend in part on its ability to continue to
develop new products and services both for its existing markets and for any new
markets the Company may enter in the future. In recent years sales of the
Company's chemistry and hematology analyzers have declined as the Company has
achieved increasing market penetration. Future growth in sales of the Company's
analyzers and associated consumables will depend in part on the Company's
ability to introduce new systems with new features and capabilities. The Company
is currently devoting significant resources to the development of such systems.
The Company also plans to devote significant resources to the growth of many of
its other businesses, including its animal health pharmaceuticals business and
the Company's Internet portal/application service provider for animal health
professionals. There can be no assurance that the Company will successfully
complete the development and commercialization of products and services for
existing and new businesses or that such products and services, if
commercialized, will meet revenue and profit expectations.

The markets in which the Company competes are subject to rapid and substantial
technological change.  The Company encounters, and expects to continue to
encounter, intense competition in the sale of its current and future products
and services. In particular, the Company has encountered increasing competition
in the market for its analyzers and for canine heartworm diagnostics.  Many of
the Company's competitors and potential competitors, including large
pharmaceutical companies, have substantially greater capital, manufacturing,
marketing, and research and development resources than the Company.

The Company has experienced and may experience in the future significant
fluctuations in its quarterly operating results.  Factors such as the
introduction and market acceptance of new products and services, the mix of
products and services sold and the mix of domestic versus international revenue
could contribute to this quarterly variability. In addition, because many of the
Company's products are sold through distributors, fluctuations may occur due to
distributor purchasing patterns, which may be beyond the Company's control.

The Company operates with relatively little backlog and has few long-term
customer contracts and substantially all of its product and service revenue in
each quarter results from orders received in that quarter, which makes the
Company's financial performance more susceptible to an unexpected downturn in
business and more unpredictable. In addition, the Company's expense levels are
based in part on expectations of future revenue levels, and a shortfall in
expected revenue could therefore result in a disproportionate decrease in the
Company's net income.

The Company's success is heavily dependent upon its proprietary technologies.
The Company relies on a combination of patent, trade secret, trademark and
copyright law to protect its proprietary rights. There can be no assurance that

<PAGE>  13

patent applications filed by the Company will result in patents being issued,
that any patents owned or licensed by the Company will afford protection against
competitors with similar technologies, or that the Company's non-disclosure
agreements will provide meaningful protection for the Company's trade secrets
and other proprietary information.  Moreover, in the absence of patent
protection, the Company's business may be adversely affected by competitors who
independently develop substantially equivalent technologies. In addition, the
Company may be required to obtain licenses to additional technologies from third
parties in order to continue to sell certain products. There can be no assurance
that any technology licenses which the Company desires or is required to obtain
will be available on commercially reasonable terms.

From time to time the Company receives notices alleging that the Company's
products infringe third-party proprietary rights. In particular, the Company has
received notices claiming that certain of the Company's immunoassay products
infringe third-party patents.  Patent litigation frequently is complex and
expensive and the outcome of patent litigation can be difficult to predict.
There can be no assurance that the Company will prevail in any infringement
proceedings that may be commenced against the Company, and an adverse outcome
may preclude the Company from selling certain products or require the Company to
pay damages or make additional royalty or other payments with respect to such
sales.  In addition, from time to time other types of lawsuits are brought
against the Company, wherein an adverse outcome could adversely affect the
Company's results of operations.

The development, manufacturing, distribution and marketing of certain of the
Company's products and provision of its services, both in the United States and
abroad, are subject to regulation by various domestic and foreign governmental
agencies, including the U.S. Department of Agriculture, U.S. Food and Drug
Administration ("FDA") and U.S. Environmental Protection Agency.
Commercialization of animal health pharmaceuticals requires submission of
substantial clinical, manufacturing and other data to the FDA and regulatory
approval can take several years. Delays in obtaining, or the failure to obtain,
any necessary regulatory approvals could have a material adverse effect on the
Company's future product and service sales and operations. Any acquisitions of
new products, services and technologies may subject the Company to additional
areas of government regulations.

Certain components used in the Company's products are currently available from
only one source and others are available from only a limited number of sources.
The Company's inability to develop alternative sources if and as required in the
future, or to obtain sufficient sole or limited source components as required,
could result in cost increases or reductions or delays in product shipments.
Certain technologies licensed by the Company and incorporated into its products
are also available only from a single source, and the Company's business may be
adversely affected by the expiration or termination of any such licenses or any
challenges to the technology rights underlying such licenses. In addition, the
Company currently purchases or is contractually required to purchase certain of
the products that it sells, including its chemistry and hematology analyzers and
associated consumables, from single sources. Failure of such sources to supply
product to the Company would have a material adverse effect on the Company's
business.

For the nine months ended September 30, 2000, international revenue was $70.8
million and accounted for 26% of total revenue, and the Company expects that its
international business will continue to account for a significant portion of its
total revenue.  Foreign regulatory bodies often establish product standards
different from those in the United States, and designing products in compliance
with such foreign standards may be difficult or expensive.  Other risks
associated with foreign operations include possible disruptions in
transportation of the Company's products, the differing product and service
needs of foreign customers, difficulties in building and managing foreign
operations, fluctuations in the value of foreign currencies, import/export
duties and quotas, and unexpected regulatory, economic or political changes in
foreign markets.

The development, manufacture, distribution and marketing of the Company's
products and provision of its services involve an inherent risk of product
liability claims and associated adverse publicity.  Although the Company
currently maintains liability insurance, there can be no assurance that the
coverage limits of the Company's insurance policies will be adequate.  Such
insurance is expensive, difficult to obtain and may not be available in the
future on acceptable terms or at all.


QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company's market risk consists primarily of foreign currency exchange risk.
The Company operates subsidiaries in 13 foreign countries and transacts business
in local currencies. The Company hedges its cash flows on intercompany sales to
minimize foreign currency exposure.

<PAGE>  14

The primary purpose of the Company's foreign currency hedging activities is to
protect against the volatility associated with foreign currency transactions.
Corporate policy prescribes the range of allowable hedging activity. The Company
primarily utilizes forward exchange contracts and options with a duration of
less than 12 months. Gains and losses related to qualifying hedges of foreign
currency from commitments or anticipated transactions are deferred in prepaid
expenses and are included in the basis of the underlying transaction.

Based on the Company's overall currency rate exposure at September 30, 2000,
including derivative and other foreign currency sensitive instruments, the
effect of a 5% change in exchange rates on balances denominated in foreign
currencies that are not the functional currencies would not be material to the
results of operations.  However, the effects of a 5% change in exchange rates,
if not offset by hedge contracts or related price adjustments, would have a
material impact on the results of operations.


PART II -- OTHER INFORMATION

Item 1. -- LEGAL PROCEEDINGS

Item 6. -- Exhibits and Reports on Form 8-K

(a) Exhibits

      3.2   Amended and Restated By-Laws of the Company
     10.1   European Supply Agreement, effective as of January 1, 1999,
            between the Company and Ortho-Clinical Diagnostics, Inc.
     10.2   U.S. Supply Agreement, effective as of January 1, 1999, between
            the Company and Ortho-Clinical Diagnostics, Inc.
     27     Financial Data Schedule for the Quarterly Report on Form 10-Q for
            the nine-month period ended September 30, 2000.

(b) Reports on Form 8-K

    The Company filed no reports on Form 8-K during the fiscal quarter for
    which this report is filed.


<PAGE>  15

                                  SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                 IDEXX LABORATORIES, INC.

Date: November 13, 2000

                                 /s/ Merilee Raines
                                 -------------------------
                                 Merilee Raines
                                 Vice President, Finance and Treasurer
                                 (Principal Financial Officer)

</TEXT>
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<FILENAME>0002.txt
<DESCRIPTION>FINANCIAL DATA SCHEDULE
<TEXT>

<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE IDEXX
LABORATORIES, INC. CONSOLIDATED FINANCIAL STATEMENTS AS OF AND FOR THE NINE
MONTHS ENDED SEPTEMBER 30, 2000 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO
SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000874716
<NAME> IDEXX LABORATORIES, INC.
<MULTIPLIER> 1,000
<CURRENCY> U.S. DOLLARS

<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          DEC-31-2000
<PERIOD-START>                             JAN-01-2000
<PERIOD-END>                               SEP-30-2000
<EXCHANGE-RATE>                                      1
<CASH>                                          38,726
<SECURITIES>                                    47,278
<RECEIVABLES>                                   67,152
<ALLOWANCES>                                     4,791
<INVENTORY>                                     62,870
<CURRENT-ASSETS>                               234,167
<PP&E>                                          97,491
<DEPRECIATION>                                  55,738
<TOTAL-ASSETS>                                 354,360
<CURRENT-LIABILITIES>                           87,956
<BONDS>                                              0
<PREFERRED-MANDATORY>                                0
<PREFERRED>                                          0
<COMMON>                                         4,016
<OTHER-SE>                                     262,388
<TOTAL-LIABILITY-AND-EQUITY>                   354,360
<SALES>                                        208,341
<TOTAL-REVENUES>                               274,813
<CGS>                                           86,641
<TOTAL-COSTS>                                  140,557
<OTHER-EXPENSES>                                94,711
<LOSS-PROVISION>                                   644
<INTEREST-EXPENSE>                                 167
<INCOME-PRETAX>                                 42,812
<INCOME-TAX>                                    15,981
<INCOME-CONTINUING>                             26,831
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                    26,831
<EPS-BASIC>                                        .77
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<DESCRIPTION>CONFIDENTIAL MATERIAL
<TEXT>


<PAGE> 1
                                   CONFIDENTIAL MATERIAL OMITTED AND
                                   FILED SEPARATELY WITH THE SECURITIES AND
                                   EXCHANGE COMMISSION (*Denotes Omission)
                                            EXHIBIT 10.1 (REDACTED)

                                    AGREEMENT

THIS AGREEMENT is made effective as of the 1st day of January, 1999, between
IDEXX Europe B.V., a corporation organized under the law of The Netherlands
whose principal place of business is at Koolhovenlaan 20, 1119 NE - Schiphol-
Rijk, The Netherlands ("IDEXX") and Ortho-Clinical Diagnostics, Inc., a New York
corporation with offices at 100 Indigo Creek Drive, Rochester, New York, U.S.A.
("OCD").

WHEREAS, OCD and IDEXX desire to enter into supply arrangements with respect to
VITROS slides for use on the VETTEST analyzer;

NOW THEREFORE, the parties hereby agree as follows:

1.      DEFINITIONS

In this Agreement the following expressions shall have the meaning set opposite
them.

"Agreements"                  This Agreement and the US Agreement.

"Applicable Percentage"       The percentage obtained by dividing (i) the unit
                              volume of slide sales for a particular chemistry
                              in a given period, BY (ii) the unit volume of
                              slide sales for all chemistries listed on SCHEDULE
                              5 for such period  (as such SCHEDULE 5 may from
                              time to time be revised).  Applicable Percentages
                              of unit volume sales shall be determined based on
                              sales in the most recently completed fiscal
                              quarter, and the sum of the Applicable Percentages
                              shall always be 100%.

"Commencement Date"           January 1, 1999.

"Corresponding Slide"         Any VITROS slide which provides the same blood
                              chemistry measurement as a particular VETTEST
                              slide (e.g., a DT60 Glucose slide is a
                              Corresponding Slide for a VETTEST Glucose slide).

"DT60"                        The DT60 analyzer developed by OCD for human
                              biomedical purposes and using the VITROS slides.

"Effective Rebate Rate"       For any year, the weighted average percentage
                              reduction in the purchase price of any slides
                              purchased in such year that IDEXX is entitled to
                              receive pursuant to Section 7.03 hereunder.  The
<PAGE> 2
                              calculation of the Effective Rebate Rate is
                              illustrated in SCHEDULE 6.

"IDEXX US"                    IDEXX Laboratories, Inc., a Delaware corporation.

"PANELS/PROFILES"             Packages of VETTEST slides consisting of two or
                              more sets of slides of specified chemistries.  The
                              initial PANEL and the initial PROFILES shall
                              consist of the slides set forth on SCHEDULE 3
                              attached hereto, with any changes or additional
                              PANELS/PROFILES to be mutually agreed upon by the
                              parties as specified in SCHEDULE 3.

"Prime Rate"                  For any day in any calendar month, the prime rate
                              of interest as published in the WALL STREET
                              JOURNAL on the last business day of the
                              immediately preceding month.

"Proportionate Share"         The percentage obtained by dividing (i) the number
                              of VETTEST slides purchased by IDEXX in a given
                              period, BY (ii) the total number of VETTEST slides
                              purchased by IDEXX and its affiliates during such
                              period.

"Term"                        The period from January 1, 1999 until December 31,
                              2010.

"US Agreement"                The Agreement effective as of January 1, 1999
                              between OCD and IDEXX US, as amended and from time
                              to time in effect.

"VETTEST analyzer"            The VETTEST VT 8008 analyzer developed by or on
                              behalf of VETTEST S.A., predecessor of IDEXX US,
                              for veterinary purposes and using VITROS slides;
                              including (i) any updates or modifications to such
                              analyzer, or (ii) other chemistry testing
                              instrument which, in the case of clause (i) and
                              (ii), is designed by IDEXX US to be the bridging
                              instrument to a next-generation veterinary
                              chemistry analyzer ***************
                              *******************************.

******************            ************************************
                              **********************
<PAGE> 3
"VETTEST slides"              VITROS or other OCD chemistry slides specially bar
                              coded, labeled, and/or packaged for the VETTEST
                              analyzer in accordance with the terms of this
                              Agreement and supplied by OCD in accordance with
                              the terms and conditions of this Agreement.

"VETTEST tips"                Metering tips manufactured by OCD for use with
                              VITROS 700 Analyzer specially packaged and
                              supplied to IDEXX in accordance with the terms of
                              this Agreement.

"VITROS slides"               The slides developed by OCD for use in any VITROS
                              analyzer.

"Weighted Average List Price" The product obtained by multiplying (i) the
                              Applicable Percentage for each Corresponding Slide
                              or VETTEST slide, as the case may be, BY (ii) the
                              average price such Corresponding Slide is sold to
                              distributors by OCD, or the price then in effect
                              under this Agreement for a VETTEST slide, as the
                              case may be and THEN (iii) aggregating the total
                              of such multiplication calculations for all
                              chemistries listed on SCHEDULE 5 (as such SCHEDULE
                              5 may from time to time be revised).

All references to currency in this Agreement shall mean U.S. Dollars unless
otherwise specifically indicated.

2. EFFECT OF AGREEMENT

   2.01   This Agreement shall become effective upon the Commencement Date.

3. OCD RIGHT OF FIRST REFUSAL

   3.01   IDEXX shall not enter into any negotiations with any third party
          concerning human biomedical applications of the VETTEST analyzer
          without first offering to OCD the opportunity to negotiate marketing
          rights for the human biomedical applications of the VETTEST analyzer.
<PAGE> 4
4. AGREEMENT TO SUPPLY

   4.01   Subject to the terms and conditions of this Agreement, OCD undertakes
          to manufacture for IDEXX and to supply to IDEXX VETTEST slides,
          VETTEST tips and Vetrol controls.  OCD shall supply VETTEST slides in
          compliance with the VETTEST Slide Quality Assurance Procedures set
          out in SCHEDULE 4.

5. FORECASTS, COMMITMENTS AND ORDERS

   5.01   Attached hereto as SCHEDULE 4 are aggregate Purchase Commitments by
          IDEXX and IDEXX US for VETTEST slides for calendar years 1999 through
          and including 2006.  The Purchase Commitments constitute the
          aggregate anticipated minimum aggregate purchase quantities by IDEXX
          and IDEXX US for single chemistry VETTEST slides and PANELS/PROFILES
          slides in the indicated calendar years.  For calendar years 2007
          through and including 2010, IDEXX shall advise, or shall cause IDEXX
          US to advise, OCD of the aggregate Purchase Commitment for IDEXX and
          IDEXX US for each such year not later than October 1 of the preceding
          year, and upon receipt by OCD, such Purchase Commitments shall be
          deemed to be incorporated into SCHEDULE 4.  IDEXX's and IDEXX US's
          aggregate Purchase Commitment for the period 2007 through and
          including 2010 shall be not less than *********** slides.

          During each of calendar years 2000 through and including 2002, IDEXX
          and IDEXX US shall purchase, in the aggregate, not less than
          ************* *********** single slides; during each of calendar years
          2003 through and including 2006, IDEXX and IDEXX US shall purchase, in
          the aggregate, not less than ****************** single slides; and
          during each of the calendar years 2007 through and including 2010,
          IDEXX and IDEXX US shall purchase, in the aggregate, a minimum number
          of single slides equal to **** of the total Purchase Commitment for
          such year.

          Failure by IDEXX and IDEXX US to purchase, in the aggregate, at least
          the indicated Purchase Commitment quantities of each type of slides in
          any year may subject IDEXX to the requirement to make a payment to OCD
          as set forth in sub-Clause 5.02 below, but such failure shall in no
          event otherwise be deemed to be a breach of this Agreement.

   5.02   If IDEXX and IDEXX US fail to purchase in the aggregate the quantities
          of slides set forth as Purchase Commitments on SCHEDULE 4 in a
          particular calendar year, unless there has been a Material Adverse
          Change (as defined in the following paragraph) IDEXX shall pay, or
          shall cause IDEXX US to pay, to OCD within 30 days after the end of
          such calendar year ***** of the product of (i) the number of each type
          of slides (single or PANELS/PROFILES) by which IDEXX and IDEXX US have
          in the aggregate fallen short of the Purchase Commitment and (ii) the
<PAGE> 5
          lowest per-slide price for the applicable type of slides under either
          of the Agreements.

          For the purposes of this sub-Clause 5.02, "MATERIAL ADVERSE CHANGES"
          shall mean material changes in the veterinary clinical chemistry
          markets which result from (a) non-invasive diagnostic testing other
          than any such testing which is introduced by IDEXX or its affiliates,
          (b) invasive diagnostic testing other than any such testing which is
          introduced by IDEXX or its affiliates, (c) the eradication of one or
          more diseases, or the development of new disease therapies, treatments
          or diagnostics, which significantly reduces demand for veterinary
          clinical chemistry testing, (d) decreased commitment by or ability of
          OCD to supply VETTEST or VITROS slides, and (e) the availability in
          one or more significant markets of slides compatible with the VETTEST
          analyzer from sources other than IDEXX or its affiliates, which
          availability is not promptly enjoined or otherwise terminated by OCD.
          Whether a Material Advance Change has occurred will be determined by
          reference to the effect of a change in the veterinary clinical
          chemistry market on IDEXX and IDEXX US taken as a whole, and not on
          either individually.

          The parties shall discuss in good faith any assertion by IDEXX or
          IDEXX US that a Material Adverse Change has occurred or is continuing.
          If the parties agree that a Material Adverse Change has occurred or is
          continuing, they shall negotiate in good faith with respect to
          appropriate reductions in Purchase Commitments, VETTEST slide prices
          (including single and PANELS/PROFILES slides) and/or amounts which
          would otherwise be payable pursuant to the first sentence of this sub-
          Clause 5.02 to appropriately allocate the effects of such Material
          Adverse Change on the parties.

   5.03   IDEXX shall place orders for slides at least three calendar months
          prior to the required delivery date.  Unless otherwise agreed between
          the parties in any particular case, orders for slides shall be placed
          by IDEXX three times per year and each order shall specify a business
          day delivery date for each delivery.

   5.04   Not later than October 1 of each calendar year  commencing October 1,
          1999, IDEXX shall notify, or shall cause IDEXX US to notify, OCD of
          the aggregate forecasted requirements of IDEXX and IDEXX US for the
          subsequent year for each of the VETTEST slides (single slides and
          PANELS/PROFILES slides) (each such notification, a "PURCHASE
          FORECAST"), and the aggregate order quantities in the subsequent year
          for each of the VETTEST slides shall be within +/- 25% of such
          aggregate Purchase Forecast unless the parties otherwise agree.
          As long as slide orders are within the indicated range of +/-
          25% of the applicable Purchase Forecast, OCD shall deliver the
          slides in accordance with the orders.  The Purchase Forecasts
          constitute non-binding forecasts, which shall be the basis for
          determining IDEXX's, and IDEXX US's aggregate quarterly cash rebate
          pursuant to sub-Clause 7.03 below.
<PAGE> 6
   5.05   In the event that IDEXX or IDEXX US in any year notifies OCD that they
          wish to order quantities which exceed the quantities mentioned in sub-
          Clause 5.04 above by more than 25%, OCD will endeavor to supply the
          excess quantities and notify IDEXX or IDEXX US, as appropriate, of the
          extent of its ability to so supply.

   5.06   It is understood and agreed that orders for the VETTEST slides shall
          include only those chemistries set forth in SCHEDULE 5 hereto.  In the
          event that a chemistry listed in SCHEDULE 5 should become known by OCD
          to be unavailable at any future date during the Term, OCD will so
          notify IDEXX at the earliest practicable date and will cooperate with
          IDEXX to ameliorate the possible adverse effects upon IDEXX of such
          unavailability.

   5.07   Order and delivery of VETTEST slides (including PANELS/PROFILES) shall
          be made in multiples of 100 boxes. The number of orders and deliveries
          shall be limited to three in each year unless otherwise agreed to in
          writing by the parties.  Order and delivery of the VETTEST tips shall
          be made in multiples of 10,000 tips (20 cartons each containing
          500 tips).  The number of orders and deliveries of the VETTEST tips
          and Vetrols shall be limited to two in each year. OCD shall deliver
          the VETTEST tips and Vetrols in the ordered quantities in each year.

6. DELIVERY

   6.01   Following acknowledgement by OCD of each order placed by IDEXX and on
          or before the delivery due date, OCD shall complete delivery of the
          appropriate quantity of slides and tips within +/- 10%. Deviations of
          delivery quantities from order quantities within the +/- 10% range may
          be compensated by IDEXX in the first subsequent order placed, subject
          to Clause 5.  In the event of a price increase for one or more of the
          VETTEST slides, such compensating quantity of such slides shall be
          processed at the previous lower price.

   6.02   Order and delivery for all purchases hereunder shall be F.O.B.
          Rochester, New York, USA.

   6.03   Unless otherwise advised in writing by OCD to IDEXX, OCD shall pack
          the VETTEST slides in accordance with OCD's standard shipping
          configuration which is known to IDEXX and which at the Commencement
          Date contains approximately 60 cases per pallet, each case containing
          100 boxes of slides.
<PAGE> 7
7. PRICES

   7.01   The initial prices for each of the VETTEST slides (including the
          PANELS/ PROFILES) shall be as set forth in SCHEDULE 5 hereto.  Such
          prices are broken out to provide prices for each individual product
          code for the following geographic region (additional regions may be
          added, and changes within regions may be agreed to, from time to time
          in writing by the parties):

          European--Australia, Europe, New Zealand, South Africa;

          IDEXX agrees that OCD may audit IDEXX's books and records to verify
          sales of VETTEST slides in any region.

   7.02   The prices set forth in SCHEDULE 5 shall remain in effect for orders
          placed through December 31, 2000.  Thereafter, the prices may be
          adjusted upon 90 days written notice to IDEXX, subject to the next
          sentence of this sub-Clause 7.02, effective as of January 1 of each
          year for orders placed on or after that date by an amount not to
          exceed *** of the annual change (increase or decrease) in the US
          Consumer Price Index as reported by the United States Bureau of Labor
          Statistics, for the calendar year since the immediately preceding
          price adjustment.  Notwithstanding the preceding sentence, if the
          aggregate quantities of the single slide and PANELS/PROFILES slide
          purchases of IDEXX and IDEXX US exceed **** of the Purchase Forecasts
          for a particular year as set forth on SCHEDULE 4, there shall be no
          price increase for the immediately succeeding year.

   7.03   Beginning with slide purchases made during calendar year 2000 (which,
          for the avoidance of doubt, shall not include any slides shipped by
          OCD in calendar year 2000 to fulfill IDEXX's and IDEXX US's total
          aggregate 1999 purchase order of ***************), IDEXX shall be
          entitled to receive its Proportionate Share (based on sales during a
          calendar year) of a cash rebate in the amount set forth below if the
          total aggregate slide purchases by IDEXX and IDEXX US, in any calendar
          year, exceed the aggregate quantities set forth below:

         Annual Slide Purchases    Incremental Cash Rebate -
                                      % Off Purchase Price
             **************                   ***
         ***********************              ***
         ***********************              ***
         ***********************              ***
         ***********************              ***
         ***********************              ***
          ********************                ***

          The rebate amounts set forth above constitute a percentage reduction
          in the purchase price of any slides (including both single slides and
<PAGE> 8
          PANELS/PROFILES slides) purchased above the corresponding quantity.
          The percentage amounts are incremental (as opposed to cumulative) and
          relate only to the quantities set forth opposite it.  For example, if
          IDEXX and IDEXX US were to purchase, in the aggregate, **********
          slides in any one calendar year, they would not be entitled to a ***
          price reduction on all slides that they purchased in such year,
          rather, they would be entitled to receive (i) ** purchase price
          reduction on the first ********* slides purchased, (ii) a *** purchase
          price reduction on all slides purchased over **********, up to and
          including **********, (iii) an *** purchase price reduction on all
          slides purchased over ****************** up to and including
          **********, and (iv) a *** purchase price reduction on all slides
          purchased over ****************** up to and including the **********
          slides that they purchased.  The foregoing notwithstanding, it is
          understood and agreed that if IDEXX and IDEXX US do not, in the
          aggregate, achieve the aggregate Purchase Commitments set forth in
          Section 5 in any calendar year, then they shall not be entitled to
          receive a rebate for such year.

          In the beginning of each calendar year, beginning with calendar year
          2000, OCD shall calculate an estimated Effective Rebate Rate (the
          "ESTIMATED REBATE RATE") based on the lesser of (i) IDEXX's and IDEXX
          US's aggregate Purchase Forecast for such year and (ii) **** of the
          total aggregate number of slides that IDEXX and IDEXX US together
          purchased in the immediately preceding calendar year.  Not later than
          thirty (30) days after the end of each of the first three calendar
          quarters in any calendar year (or thirty days after IDEXX and IDEXX US
          complete payment in full for slides purchased during such quarter, if
          later), OCD shall pay to IDEXX its Proportionate Share (based on
          purchases during the preceding quarter) of an amount equal to the
          aggregate estimated rebate payment that IDEXX and IDEXX US would
          together be entitled to receive in such quarter (the "ESTIMATED REBATE
          PAYMENT").  The Estimated Rebate Payment for any quarter shall be
          calculated by (i) multiplying the Estimated Rebate Rate in effect
          during such quarter by the total aggregate purchase price for the
          VETTEST slides purchased by IDEXX and IDEXX US during such quarter and
          (ii) subtracting from such amount an amount equal to *** of the total
          calculated in clause (i) above.  The foregoing notwithstanding, if, in
          any calendar year, (i) IDEXX's and IDEXX US's total aggregate slide
          orders for the immediately preceding calendar year were less than ***
          of their aggregate Purchase Forecast for such preceding calendar year
          or (ii) OCD determines, in its reasonable discretion, at anytime after
          the end of the second calendar quarter of such calendar year, that
          IDEXX and IDEXX US are reasonably unlikely to meet their aggregate
          Purchase Forecast for such year, then OCD shall have the right to
          recalculate the Estimated Rebate Rate based on IDEXX's and IDEXX US's
          aggregate Purchase Commitment for such year (such recalculated rate
          being hereinafter referred to as the "NEW ESTIMATED REBATE RATE").  If
          OCD elects to recalculate the Estimated Rebate Rate pursuant to the
          immediately preceding sentence, (i) OCD shall notify IDEXX in writing
          which notice shall set forth the New Estimated Rebate Rate, (ii) OCD
          shall calculate all remaining quarterly Estimated Rebate Payments
          (which may include the Estimated Rebate Payment for the second
<PAGE> 9
          calendar quarter) using the New Estimated Rebate Rate and (iii) all
          such Estimated Rebate Payments shall be made in accordance with this
          sub-clause 7.03, except that such Estimated Rebate Payments shall be
          less the amount by which the aggregate Estimated Rebate Payments
          received by IDEXX and IDEXX US  during the then current calendar year
          exceed the aggregate Estimated Rebate Payments they would have
          received during such calendar year if the New Estimated Rebate Rate
          were in effect from the first day of such calendar year.

          Notwithstanding any provision in this Agreement to the contrary, OCD
          shall not be required to pay to IDEXX its Proportionate Share of any
          Estimated Rebate Payments in any calendar year if (A) any amounts
          payable to OCD from IDEXX pursuant to this Agreement are overdue,
          unless such amounts are being disputed in good faith by IDEXX, or (B)
          OCD determines in its reasonable judgment that IDEXX and IDEXX US are
          reasonably unlikely to meet their aggregate Purchase Commitments for
          such year.  In the case of clause (B) above, OCD shall have the right
          to make such determination at any time after the end of the second
          calendar quarter of any calendar year (or at the beginning of such
          calendar year if IDEXX's and IDEXX US's aggregate Purchase Forecast
          for such year is less than their aggregate Purchase Commitment for
          such year) provided that OCD has consulted with IDEXX and given IDEXX
          an opportunity (which opportunity shall be available for a period of
          not less than 5 business days nor more than 10 business days) to
          demonstrate its and IDEXX US's intent and ability to meet their
          aggregate Purchase Commitments for such year.  For the avoidance of
          doubt, OCD's obligation to make any Estimated Rebate Payments shall be
          suspended during the period referred to in the immediately preceding
          sentence and the days in such period shall not be counted when
          determining the date by which the next scheduled Estimated Rebate
          Payment is due and payable.  If, after fulfilling the requirements set
          forth in this paragraph, OCD makes the determination described in
          clause (B) above, OCD (i) shall promptly notify IDEXX in writing of
          its determination and (ii) shall thereafter have the right to cease
          making Estimated Rebate Payments for the remainder of such calendar
          year.

          Not later than thirty (30) business days after the end of the last
          calendar quarter of any calendar year (or thirty days after IDEXX and
          IDEXX US complete payment in full for slides purchased during such
          quarter, if later), OCD shall pay to IDEXX its Proportionate Share
          (based on purchases during such calendar year) of the amount by which
          (i) the Effective Rebate Rate multiplied by the total aggregate
          purchase price for VETTEST slides purchased by IDEXX and IDEXX US
          during such calendar year exceeds (ii) the total aggregate amount of
          the Estimated Rebate Payments made by OCD to IDEXX and IDEXX US during
          such calendar year.  If the amount in clause (ii) above exceeds the
          amount in clause (i) above, OCD shall deliver to IDEXX a written
          notice of such fact (a "REIMBURSEMENT NOTICE") and IDEXX shall pay to
          OCD, within thirty (30) days of receipt of such notice an amount in
          cash equal to its Proportionate Share of the amount of such excess.
<PAGE> 10
          Notwithstanding the foregoing, (i) if any amounts payable to OCD from
          IDEXX pursuant to this Agreement are overdue, other than amounts that
          are being disputed in good faith by IDEXX, then OCD shall be entitled
          to withhold such overdue amount (plus any accrued interest) from any
          rebate payments to which IDEXX may be entitled and (ii) if IDEXX and
          IDEXX US do not achieve their aggregate Purchase Commitment in any
          given calendar year, then IDEXX shall return all Estimated Rebate
          Payments received from OCD for such year no later than thirty (30)
          days after the end of such calendar year.

          Any overdue payments by OCD or IDEXX of any amounts owed to the other
          pursuant to this sub-clause 7.03 shall bear interest at a rate per
          annum equal to *** **********.  Such interest shall be payable at the
          same time as the payment to which it relates and shall be calculated
          daily on the basis of a year of 365 days and the actual number of days
          elapsed.

          OCD shall prepare a remittance advice to accompany each rebate payment
          (or Reimbursement Notice), which shall set forth the reporting period
          for which the payment is made (or demanded) and a summary sheet which
          shall detail OCD's calculation of the rebate (or reimbursement).  If
          IDEXX disagrees with the rebate or reimbursement calculation, IDEXX
          shall promptly notify OCD, and the parties, together with IDEXX US if
          appropriate, shall review the calculations together in good faith to
          agree on any appropriate corrections or adjustments.

          An illustrative representation of the foregoing rebate calculation
          methodology is attached hereto as SCHEDULE 6.

   7.04   OCD agrees to provide to IDEXX on a regular basis during the Term the
          current average price at which OCD sells each Corresponding Slide to
          its distributors.  At IDEXX's request, but not more often than once
          per calendar year, OCD shall calculate the Weighted Average List Price
          for all Corresponding Slides.  If the Weighted Average List Price for
          VETTEST SLIDES purchased by IDEXX and its affiliates exceeds the
          Weighted Average List Price for Corresponding Slides by more than 10%,
          then all of the VETTEST single and PANELS/PROFILES slide prices to
          IDEXX shall be reduced by the percentage by which the Weighted Average
          List Price for Corresponding Slides is less than the Weighted Average
          List Price for VETTEST slides purchased by IDEXX and its affiliates.
          Such reduction shall be effective from the later of (i) twelve months
          prior to the date on which IDEXX requests OCD to calculate the
          Weighted Average List Price for Corresponding Slides or (ii) the date
          on which the average price at which OCD sells each Corresponding
          Slides to its distributors resulted in the Weighted Average List Price
          for VETTEST Slides exceeding the Weighted Average List Price for
          Corresponding Slides by more than 10%.
<PAGE> 11
          Either party may request that an accounting firm of international
          reputation, other than the principal accounting firm of either party,
          audit the other's books and records to verify the Weighted Average
          List Price and actual unit volume sales of Corresponding Slides or
          VETTEST slides, as the case may be.  Such auditor shall report to the
          parties only (a) the Weighted Average List Price and (b) the
          Applicable Percentage for each Corresponding Slide or VETTEST slide,
          as the case may be.  The prices and percentages contained in such
          auditor's report shall be deemed to be the Weighted Average List Price
          and Applicable Percentages for Corresponding Slides or VETTEST slides,
          as the case may be, respectively, hereunder until modified in
          accordance with this sub-Clause 7.04.  The fees and expenses of such
          auditor shall be borne equally by the parties.

   7.05   If OCD is entitled to a price increase pursuant to sub-Clause 7.02 and
          IDEXX is entitled to a price decrease pursuant to sub-Clause 7.04, the
          net percentage increase or decrease in price shall be used to
          calculate slide prices for the next calendar year.

8. INVOICES AND PAYMENT

   8.01   OCD shall invoice IDEXX in respect of each order for the VETTEST
          slides upon completion by OCD of the delivery of such order.  Each
          order shall be billed by OCD under one invoice in US dollars and
          payment shall be made by IDEXX in US dollars not later than thirty
          (30) days following the date of invoice.

9. EXCLUSIVITY

   9.01   OCD undertakes during the Term not to sell or otherwise supply VETTEST
          slides, or VITROS slides bar-coded for use in the VETTEST Analyser
          (whether or not finished or complete) to any person, firm or company
          other than IDEXX or its affiliates.

   9.02   IDEXX undertakes during the Term to purchase slides for use in the
          VETTEST analyzer only from OCD or affiliates of IDEXX, to the
          extent that the desired chemistries are available from OCD.

   9.03   In view of IDEXX's expertise in the veterinary market, IDEXX shall
          concentrate its efforts on distributing VETTEST slides to customers
          in the veterinary market.

   9.04   This Agreement shall not in any way restrict OCD from selling VITROS
          slides to any customer in or outside the veterinarian market.

   9.05   This Agreement shall not restrict OCD from developing an analyzer
          other than the DT60 for sale by OCD to the veterinarian market for
          use with VITROS slides.
<PAGE> 12
   9.06   This Agreement shall not restrict OCD from selling VITROS slides to
          other manufacturers wishing to develop and market an analyzer for use
          with VITROS slides for applications outside the veterinarian market.

   9.07   In view of OCD's expertise in the human biomedical market, OCD shall
          concentrate its efforts on distributing VITROS slides to customers in
          the human biomedical market.

10. MARKETING ARRANGEMENTS

   10.01  IDEXX will be responsible for all marketing arrangements for the
          VETTEST analyzer and the VETTEST slides.  IDEXX may appoint any of
          OCD's medical/surgical dealers as distributors of or agents for the
          VETTEST analyzer and the VETTEST slides but will not be obliged to do
          so.

   10.02  IDEXX will be responsible for the establishment of dealer performance
          criteria for all dealers including OCD's medical/surgical dealers (if
          any are appointed by IDEXX as distributors of the VETTEST analyzer and
          the VETTEST slides).

   10.03  IDEXX will keep OCD informed of and consult with OCD as to marketing
          arrangements for the VETTEST analyzer and the VETTEST slides but will
          not be obligated to OCD beyond the terms of this Agreement in
          connection with such marketing arrangements.

11. SALES SUPPORT

   11.01  IDEXX will be responsible for all necessary sales support for the
          VETTEST analyzer and the VETTEST slides.

   11.02  OCD's sole obligation in respect of sale support shall be at its own
          expense to assist IDEXX in resolving specific problems exhibited by
          the VETTEST slides.

12. TESTING

   12.01  OCD shall disclose to IDEXX its quality assurance procedures used in
          final evaluation of the VETTEST slides and full particulars thereof
          as set out in the VETTEST Slide Quality Assurance Procedures forming
          SCHEDULE 4 to this Agreement.  OCD shall operate such quality
          assurance procedures in accordance with SCHEDULE 4.

   12.02  Upon prior written notice from IDEXX, OCD shall grant authorized
          representatives of IDEXX access to that part of OCD production
          facilities which conducts final evaluation of the VETTEST slides for
          the purpose of enabling such representatives to monitor the
          application by OCD of the VETTEST Slide Quality Assurance Procedures
          set out in SCHEDULE 4.  Such access shall be granted by OCD to IDEXX
<PAGE> 13
          and IDEXX US no more than twice in any twelve-month period, and shall
          be limited to such final evaluation facilities.

13. BAR CODING AND PACKAGING

   13.01  The VETTEST slides shall be printed by OCD with special bar coding for
          use in the VETTEST analyzer.

   13.02  OCD shall package the VETTEST slides and tips in the physical manner
          as used for the VITROS slides and tips at the time of packaging of the
          VETTEST slides and tips.  In the event of a change in VITROS slide or
          tip packaging which has an impact on the VETTEST slide or tip
          packaging, OCD shall notify IDEXX as early as practicable of the
          relevant particulars of such change.

   13.03  OCD shall furnish on a timely basis to IDEXX drawings and information
          describing the geometry and the materials of labels for the VETTEST
          slide wrap, the slide and tip cartons, and the case for the purpose of
          developing the label content and art work for such packaging.  IDEXX
          shall be responsible for developing all such label content and
          artwork, which shall require the approval of OCD.  The parties shall
          cooperate to settle the form and appearance of label content and
          artwork which, save as authorized by sub-Clause 14.01 below, shall not
          include any trademarks, trade names, or trade dress of OCD.  IDEXX
          shall furnish such label content and art work to OCD on a timely
          basis, and such label content and art work shall not be changed at any
          time during the Term without the prior agreement of the parties.

   13.04  OCD shall be responsible for incorporating the artwork described in
          sub-Clause 13.03 above into the packaging of the VETTEST slides and
          tips.

14. TRADE MARKS AND TRADE NAMES

   14.01  OCD expressly authorizes IDEXX to use the phrase "manufactured by
          Ortho-Clinical Diagnostics, Inc. for IDEXX (IDEXX ADDRESS)" on
          packaging of the VETTEST slides.  No other uses of OCD's trademarks,
          trade names or trade dress are authorized by this Agreement.

   14.02  IDEXX shall neither acquire, nor claim any right, title or interest in
          or to any of OCD's trade marks or trade names by virtue of this
          Agreement or through advertising and sale of the VETTEST analyzer or
          the VETTEST slides or otherwise.

15. PATENT INDEMNITIES

   15.01  OCD shall hold IDEXX harmless for all loss, damage, cost and expense
          whatsoever, including legal fees, patent attorney's fees and court
<PAGE> 14
          costs that IDEXX may incur or become liable for as a result of any
          action, suit or claim alleging infringement of any patent held by a
          third party arising form the use and/or sale of the VETTEST slides or
          tips to the extent that such action, suit, or claim relates in a
          material way to the specification for the VITROS slides or tips or to
          any OCD patent.  If as a result of any judgment or settlement it is
          determined that a claim or claims of a third party patent is infringed
          by the use and/or sale of the VETTEST slides or tips as aforesaid and
          IDEXX is required to make any payments to any third party as a result
          thereof, IDEXX may off-set all such payments against any present
          and/or future payments to be made to OCD hereunder.

   15.02  IDEXX shall hold OCD harmless for all loss, damage, cost and expense
          whatsoever, including legal fees, patent attorney's fees and court
          costs that OCD may incur or become liable for as a result of any
          action, suit or claim alleging infringement of any patent held by a
          third party arising from either the manufacture, use or sale of the
          VETTEST slides or tips to the extent that the VETTEST slides or tips
          differ from the VITROS slides or tips or the manufacture use or sale
          of the VETTEST analyzer.

16. WARRANTY, LIABILITY AND INDEMNIFICATION

   16.01  OCD hereby warrants that:

          (a)  the VETTEST slides delivered to IDEXX shall be in compliance with
               SCHEDULE 4, and

          (b)  the packaging of the VETTEST slides and tips shall be undamaged
               at delivery.

   16.02  In the event of a breach on the part of OCD of sub-Clause 16.01
          above, OCD's liability shall be limited to the replacement of the
          VETTEST slides or tips found to be defective, including shipping costs
          for return of defective slides or tips and delivery of replacement
          slides or tips.

   16.03  OCD's liability as stated in sub-Clause 16.02 shall be subject to the
          following conditions:

          (a)  IDEXX shall notify OCD promptly of any noncompliance contrary to
               sub-Clause 16.01(a) or damage contrary to sub-Clause 16.01(b).

          (b)  IDEXX and its transferees shall not alter or modify the VETTEST
               slides or packaging of the VETTEST slides or tips without prior
               approval of OCD.
<PAGE> 15
   16.04  Except as provided in this Clause 16 there are no other warranties,
          express or implied, including warranties for fitness for any
          particular use of merchantability.

   16.05  Subject to Clause 15, IDEXX hereby indemnifies and holds harmless OCD
          from any against any claim, loss, damage, or expense (including
          attorney's fees) with respect to any physical injury to persons,
          animals or property arising out of or in connection with IDEXX's use
          or sale of the VETTEST analyzer or the VETTEST slides, including any
          claimed infringement of any trademark (except OCD's own trademark),
          trade dress, trade secret, or copyright, and IDEXX shall assume the
          defense of any action or suit brought against OCD and the disposition
          of such action or suit.  IDEXX shall notify OCD at the commencement of
          any such action or suit and in the event of any adverse judgment which
          prevents the sale or use of the VETTEST analyzer or the VETTEST
          slides.  In addition, IDEXX shall obtain advance written approval of
          OCD prior to entering into any settlement of any such action or suit,
          which limits OCD's rights under this Agreement.

17. SECRECY

   17.01  Each of IDEXX and OCD agrees to protect confidential information
          disclosed to it upon terms set out in SCHEDULE 2 attached hereto.

18. PERIOD OF AGREEMENT

   18.01  This Agreement shall commence on the Commencement Date and, subject to
          satisfaction of the quantity requirements set out in Clause 5 above,
          shall continue throughout the Term.

   18.02  Between twelve (12) and six (6) calendar months prior to the end of
          the Term, the parties shall meet to extend this Agreement.  Such
          extension is to be for a term of five (5) years and include provision
          for further extension.

19. TERMINATION

   19.01  This Agreement may be terminated by either party in any of the
          following events:

          (a)  If the other party is guilty of gross or persistent breaches of
               the terms of this Agreement, which breaches are not remedied to
               the satisfaction of the other party after ninety (90) days notice
               in writing to do so.  Any such breach shall entitle the innocent
               party to terminate this Agreement by notice in writing which
               notice shall be effective at the end of ninety (90) days
               following the date of such notice.

          (b)  If the other party becomes insolvent or compounds with its
               creditors or goes into liquidation (other than for the purposes
<PAGE> 16
               of corporate reorganization) then the innocent party may
               terminate this Agreement by notice in writing which shall have
               immediate effect.

   19.02  Changes in the equity ownership or corporate reorganizations of either
          party shall not be grounds for termination of this Agreement, except
          that OCD may terminate this Agreement at its sole discretion in the
          event that more than 40% of the outstanding capital stock of IDEXX is
          transferred to a competitor of the diagnostic division of OCD.

   19.03  OCD shall have the right to terminate this Agreement upon five years'
          prior written notice to IDEXX in the event OCD elects to cease the
          manufacture and sale of dry slide diagnostic products.  The minimum
          purchase obligations of IDEXX shall terminate upon delivery of such a
          notice of termination.

   19.04  IDEXX shall have the right to terminate any obligations it may have
          pursuant to sub-Clauses 5.01 and 5.02 and SCHEDULE 4 of this Agreement
          upon prior written notice to OCD of four full calendar years.  Upon
          the commencement of the first full calendar year of a notice period
          pursuant to the preceding sentence, sub-Clauses 7.03, 7.04 and 7.05
          and the last sentence of sub-Clause 7.02 shall be terminated, except
          for any previously accrued obligation of OCD to provide a credit
          rebate pursuant to sub-Clause 7.03 for the immediately preceding
          calendar year.

   19.05  This Agreement shall terminate automatically upon any termination of
          the US Agreement.

20. FORCE MAJEURE

   20.01  In the event of force majeure, OCD shall be entitled to extend the
          time of delivery for any outstanding order by the period during which
          such force majeure prevails, plus a reasonable start-up period.  Force
          majeure shall include any circumstances beyond OCD's control.

   20.02  Upon the cessation of the force majeure event, then without prejudice
          to any lawful reduction in the obligations of OCD by reason of the
          occurrence of such force majeure, OCD shall use its best endeavors to
          make up any lost time.

21. GOVERNING LAW

   21.01  The construction, validity and performance of this Agreement shall be
          governed in all respects by the laws of the State of New York, USA.
<PAGE> 17
22. SEVERABILITY

   22.01  Any term or provision of this Agreement that is invalid or
          unenforceable in any situation in any jurisdiction shall not affect
          the validity or enforceability of the remaining terms and provisions
          hereof or the validity or enforceability of the offending term or
          provision in any other situation or in any other jurisdiction.  If the
          final judgment of a court of competent jurisdiction declares that any
          term or provision hereof is invalid or unenforceable, then the parties
          agree that the court making the determination of invalidity or
          unenforceability shall have the power to reduce the scope, duration,
          or area of the term or provision, to delete specific words or phrases,
          or to replace any invalid or unenforceable term or provision with a
          term or provision that is valid and enforceable and that comes closest
          to expressing the intention of the invalid or unenforceable term or
          provision, and this Agreement shall be enforceable as so modified
          after the expiration of the time within which the judgment may be
          appealed.

23. WAIVERS

   23.01  Failure of either party to this Agreement to insist upon strict
          observance or compliance with all its terms and conditions in one or
          more instances shall not be deemed to be a waiver of its right to
          insist upon such observance or compliance with such term or condition
          or with any other terms or conditions hereof in the future.

24. PRIOR AGREEMENTS; INTERPRETATION

   24.01  This Agreement shall take effect in substitution for all or any
          previous Agreements relating to the subject matter hereof whether the
          same are formal agreements or agreements that would be inferred from
          the parties' correspondence or conduct and all or any such agreements
          shall be deemed to have been terminated by mutual consent on the
          Commencement Date; provided, however, that nothing contained herein
          shall be deemed to modify or terminate the US Agreement, except that
          the Purchase Commitments and Purchase Forecasts referred to in
          Clause 5 and in SCHEDULE 4 of this Agreement and the US Agreement
          represent the aggregate commitments and forecasts of IDEXX and IDEXX
          US and not the individual commitments and forecasts of IDEXX US under
          the US Agreement or IDEXX under this Agreement.

25. ENTIRE AGREEMENT

   25.01  This Agreement constitutes the complete agreement of the parties
          concerning the arrangements between the parties and the parties shall
          not be liable for or bound in any manner by any representations,
          guarantees or commitments except as expressly provided herein.
<PAGE> 18
26. ALTERATION OR MODIFICATION

   26.01  No alteration, amendment or modification to this Agreement or the
          attached Schedules shall be of any force or effect unless in writing
          and signed by both parties, except that during the Term of this
          Agreement, SCHEDULES 3, 4 and 5 may from time to time be amended by
          written agreement signed by IDEXX and IDEXX US and the OCD Clinical
          Products' representative designated in Clause 29 of the Agreement.  No
          modification shall be effected by the acknowledgement or acceptance of
          purchase order forms or order confirmations or invoices or other
          documents containing different conditions.

27. ASSIGNMENT

   27.01  This Agreement shall not be capable of assignment by either party to a
          company of which it owns less than a majority or which owns less than
          a majority of the party save in the case of (i) an assignment at OCD's
          sole discretion as a result of OCD's divestiture of its VITROS
          business or (ii) a sale by IDEXX and IDEXX US of all or substantially
          all of their assets to an entity which is not a competitor of the
          diagnostic division of OCD.

28. GOVERNING LANGUAGE

    28.01 [Reserved]

29. NOTICES

   29.01  Any notice, statement or other communication to be given by one party
          to the other hereunder may be given by registered mail, airmail or
          telex to the party concerned at the addresses set out below:

          Ortho-Clinical Diagnostics, Inc.
          1001 US Highway 202
          Raritan, New Jersey 08869, USA
          For the attention of: Vice President, Sales & Marketing

          With a copy to:
          Johnson & Johnson
          One Johnson & Johnson Plaza
          New Brunswick, New Jersey 08933, USA
          For the attention of: Office of General Counsel
<PAGE> 19
          IDEXX Europe B.V.
          Koolhovenlaan 20
          1119 NE - Schiphol-Rijk
          The Netherlands
          For the attention of: IDEXX Director of European
          Finance and Administration

          With a copy to:
          IDEXX Laboratories, Inc.
          One IDEXX Drive
          Westbrook ME 04092
          For the attention of: President and Office of
          General Counsel

          It is understood that by written notice to IDEXX signed by OCD, OCD
          may from time to time during the Term of this Agreement change its OCD
          Clinical Products representative designated (i) to receive notice
          hereunder and (ii) to amend certain Schedules hereto as set forth in
          Clause 26 of this Agreement.

   29.02  Any notice, payment or communication so given or made shall be deemed
          to have been received at the time when in the ordinary course of
          transmission the same should have reached its destination.  Either
          party may change its address for the purpose of this Agreement by
          giving notice of such change to the other party pursuant to the
          provisions of this Clause.  For purposes of this Clause 29.02, notice
          given by OCD to IDEXX US under the US Agreement shall be deemed given
          to IDEXX.

30. DISPUTES

          Any and all disputes, controversies or differences between the parties
          hereto arising out of or in relation to or in connection with this
          Agreement, or the breach hereof, which cannot be settled amicably
          through negotiations between the parties hereto, shall be submitted to
          and settled by arbitration.  Such arbitration shall be conducted in
          New York, New York in accordance with the rules then obtaining of the
          American Arbitration Association ("AAA") by a panel of three
          arbitrators selected from the National Panel of Arbitrators of the
          AAA.  If the parties cannot agree on three arbitrators, the AAA shall
          select one or more arbitrators as necessary to complete the panel.
          Reasonable discovery shall be permitted in connection with the
          arbitration proceeding, and the arbitrators shall apply the
          substantive laws of the State of New York except that the
          interpretation and enforcement of this arbitration provision shall be
          governed by the Federal Arbitration Act.  Any award rendered in any
          such arbitration shall be final and binding upon both parties hereto
          and judgment upon the award rendered by the panel of arbitrators may
          be entered in any court having jurisdiction over the party against
          whom the award is to be enforced.  Each party shall bear its own costs
          in connection with any such arbitration, and any costs of the
          arbitrators or the AAA shall be borne equally by the parties.  The
<PAGE> 20
          arbitrators shall have no authority to assess or award punitive,
          incidental or consequential damages, and each party hereby waives its
          rights to any such damages.

31. 1999 REBATE

          If during calendar year 1999 IDEXX and IDEXX US sell worldwide, in the
          aggregate, any of the total slide volumes set forth below (counting
          both single slides and PANELS/PROFILES slides), IDEXX shall be
          entitled to a cash rebate in the amount of its Proportionate Share
          (based on sales during 1999) of the amount set forth opposite such
          sales volume:

           1999 Worldwide Slide Sales         Total Cash Rebate
                   ***********                        **
             ***********************             ************
             ***********************             ************
                   ***********                   ************

          The cash rebates above are not incremental or cumulative.  For the
          avoidance of doubt, the maximum rebate payment that IDEXX and IDEXX US
          could qualify for in the aggregate under this Clause 31 is
          ************.  IDEXX shall provide OCD with aggregate estimated sales
          volume information for calendar year 1999 not later than December 15,
          1999.  Not later than January 31, 2000, IDEXX shall provide OCD with
          aggregate 1999 actual slide sales volume information and, at any time
          that OCD may reasonably request, any other supporting information or
          documentation that OCD may reasonably request.  OCD shall calculate
          IDEXX's rebate accordingly, and shall remit to IDEXX its Proportionate
          Share of the total rebate amount not later than (i) February 15, 2000
          or, if later, (ii) five (5) business days after receipt by OCD, to its
          reasonable satisfaction, of all information which it requested
          pursuant to the immediately preceding sentence.  Any overdue payments
          by OCD shall bear interest at a rate per annum equal to **********.
          Such interest shall be payable at the same time as the payment to
          which it relates and shall be calculated daily on the basis of a year
          of 365 days and the actual number of days elapsed.

<PAGE> 21
   IN WITNESS WHEREOF and intending to be legally bound, the parties hereto have
caused this Agreement to be duly executed in duplicate by their respective
authorized representatives the day and year first written above.

ORTHO-CLINICAL                                IDEXX EUROPE B.V.
DIAGNOSTICS, INC.


By:  /s/ David A. Rowan                      By:   /s/ Yvonne van Kuijk
   -----------------------------                -----------------------------
     David A. Rowan,                               Yvonne van Kuijk,
     Vice President, Corporate Accounts            Managing Director



By:  /s/ Catherine M. Burzik
   -----------------------------
     Catherine M. Burzik
     President, Americas
     Ortho-Clinical Diagnostics, Inc.



By:  /s/ Bruce Given, M.D.
   -----------------------------
     Bruce Given, M.D.
     President, International
     Ortho-Clinical Diagnostics

<PAGE> 22

          SCHEDULE 1 - VETTEST(R) SLIDE QUALITY ASSURANCE PROCEDURES

INTRODUCTION

The following procedure constitutes a generic overview of the quality assurance
provisions for finishing of VITROS slides and applies in like manner to product
release for the VETTEST slides.

VETTEST SLIDE QUALITY ASSURANCE

VETTEST slides will be produced to the same quality standards as VITROS and DT
60 slides for OCD's human market unless otherwise agreed to by IDEXX.

BAR CODING

Bar code printing on the VETTEST slides will render the VETTEST slides
incompatible with use in VITROS analyzers.  OCD will reserve certain number
sequences for generation of the bar code patterns on the VETTEST slides.
<PAGE> 23
                                  SCHEDULE 2

     Section 1.  OBLIGATION TO KEEP INFORMATION CONFIDENTIAL.  Each party agrees
to hold, and will use its best efforts to cause its respective officers,
directors, employees, accountants, counsel, consultants, advisors and agents to
hold, in confidence all documents and information concerning the other party,
whether oral or written, furnished or made known to such party in connection
with the performance of the Supply Agreement; PROVIDED that no party shall be
required to keep any information confidential (i) if such party is compelled to
disclose such information by judicial or administrative process or by other
requirements of law and such party has provided prior written notice to the
other party and given such other party reasonable opportunity to contest
disclosure or (ii) to the extent such information can be shown to have been (A)
previously known to such party on a nonconfidential basis, (B) in the public
domain through no fault of such party, (C) later lawfully acquired from a third
party source or (D) independently developed by such party without reference to
confidential information.  The foregoing notwithstanding, any party may disclose
information concerning the other party to its officers, directors, employees,
accountants, counsel, consultants, advisors and agents in connection with its
performance of the Supply Agreement so long as such persons are informed by such
party of the confidential nature of such information and are directed by such
party to treat such information confidentially, it being understood and agreed
that such party shall be responsible for any failure to treat such information
confidentially by such persons.  The obligation of each party to hold any
information in confidence shall be satisfied if it exercises the same care with
respect to such information as it would to preserve the confidentiality of its
own similar information.

     Section 2.  DURATION.  These confidentiality provisions of this SCHEDULE 2
shall remain in effect for so long as the Supply Agreement is in effect and for
a period of three (3) years thereafter.

     Section 3.  GOVERNING LAW. The construction, validity and performance of
this SCHEDULE 2 shall be governed in all respects by the laws of the State of
New York, USA.

     Section 4.  NOTICES.  Any notices required to be given under this SCHEDULE2
shall be given in the manner specified by sub-Clause 29 of the Supply Agreement.


<PAGE> 24

                         SCHEDULE 3 - PANELS/PROFILES

The initial PANEL shall be the "Young Presurgical Panel" consisting of four sets
of the following six VETTEST slides:
<TABLE>
<CAPTION>
<S>                  <C>
BUN                  Urea Nitrogen
ALT                  Alanine aminotransferase
GLU                  Glucose
TP                   Total protein
CREA                 Creatinine
ALKP                 Alkaline phosphatase
</TABLE>
The initial PROFILES shall be the "General Health Profile" and the "Large Animal
Profile", each consisting of two sets of 12 VETTEST slides as follows:
<TABLE>
<CAPTION>
 General Health Profile                Large Animal Profile
 <S>    <C>                            <C>    <C>
 ALB    Albumin                        ALB    Albumin
 ALKP   Alkaline phosphatase           ALKP   Alkaline phosphatase
 ALT    Alanine Aminotransferase       AST    AST
 (SGPT)
 AMYL   Amylase                        Ca2+   Calcium
 Ca2+   Calcium                        CK     CK
 CHOL   Cholesterol                    GGT    Gamma GT
 CREA   Creatinine                     GLU    Glucose
 GLU    Glucose                        PHOS   Inorganic phosphate
 PHOS   Inorganic phosphate            LDH    LDH
 TBIL   Total bilirubin                MG     Magnesium
 TP     Total protein                  TP     Total Protein
 BUN    Urea Nitrogen                  BUN    Urea Nitrogen
</TABLE>
Packaging for the Young Presurgical Panels, the General Health Profiles and the
Large Animal Profiles has been previously agreed upon by the parties, and any
changes to the slide composition or packaging of the initial PANEL or the
initial PROFILES shall be negotiated in good faith and mutually agreed upon by
OCD and IDEXX.  The slide composition, packaging and initial pricing of any
additional PANELS/PROFILES shall be mutually agreed upon by OCD and IDEXX.
Unless otherwise agreed by the parties in writing with respect to one or more
specific PANELS or PROFILES, all purchases by IDEXX or IDEXX US of VETTEST
slides packaged as PANELS/PROFILES shall be credited against the Purchase
Forecasts and Purchase Commitments for such slides under this Agreement and the
US Agreement.


<PAGE> 25
                      SCHEDULE 4 - PURCHASE COMMITMENTS
<TABLE>
<CAPTION>
                      Year                 Minimum Slide Purchase
                      ----                 ----------------------
                                          Commitment (in millions)
                                          ------------------------
                      <S>                            <C>
                      1999                           **
                      2000                           **
                      2001                           **
                      2002                           **
                      2003                           **
                      2004                           **
                      2005                           **
                      2006                           **
                      2007              See Agreement sub-Clause
                      2008              5.01
                      2009
                      2010
</TABLE>

<PAGE> 26
<TABLE>
<CAPTION>
                       SCHEDULE 5 - PRODUCTS AND PRICES

                           (AS OF JANUARY 1, 1999)

                            Sales Region:  Europe
                            ---------------------

                           ***********************

Single Slides (Box of 25)         Catalog Number         European Pricing
-------------------------         --------------         ----------------
<S>                                  <C>                      <C>
Albumin                              ********                 ******
Alk Phos                             ********                 ******
ALT                                  ********                 ******
Ammonia                              ********                 ******
Amylase                              ********                 ******
AST                                  ********                 ******
Calcium                              ********                 ******
Cholesterol                          ********                 ******
CK                                   ********                 ******
Creatinine                           ********                 ******
ECO2                                 ********                 ******
Gamma GT                             ********                 ******
Glucose                              ********                 ******
LDH                                  ********                 ******
Lipase                               ********                 ******
Magnesium                            ********                 ******
Phosphorus                           ********                 ******
Total Bilirubin                      ********                 ******
Total Protein                        ********                 ******
Triglycerides                        ********                 ******
Urea Nitrogen                        ********                 ******
Uric Acid                            ********                 ******

Profile Slides (Box of 24)        Catalog Number         European Pricing
--------------------------        --------------         ----------------

General Health Profile               ********                 ******
Young Presurgical Panel              ********                 ******
Large Animal Profile                 ********                 ******


Other                             Catalog Number            WW Pricing
-----                             --------------            ----------

Vetrols                              ********                 ******
Tips                                 ********                 ******
</TABLE>

<PAGE> 27
                 SCHEDULE 6 - ILLUSTRATIVE REBATE CALCULATIONS


The Estimated Rebate Payments will be calculated for each of the first three
calendar quarters using the Effective Rebate Rate, as described more fully in
sub-clause 7.03 of the Agreement.  Any required adjustments will be made at the
end of the fourth calendar quarter, in accordance with sub-clause 7.03 of the
Agreement.

EXAMPLE:  THE AGGREGATE PURCHASE FORECAST FOR IDEXX AND IDEXX US IN A GIVEN
YEAR IS ** MILLION SLIDES; PRICING IS *****/SLIDE; BLENDED REBATE PERCENTAGE
RATE IS ****, AS FOLLOWS:

     ********************** million slides * *** = *** million slides
     *********************** million slides * *** = *** million slides
     *********************** million slides * *** = *** million slides
     *********************** million slides * *** = *** million slides
     ************************ million slides * *** = ***** million slides
     --------------------------------------------------------------------
     Total Slides Eligible for Rebate = ***** million slides

     EFFECTIVE REBATE = TOTAL SLIDES ELIGIBLE FOR REBATE / TOTAL PURCHASES =
     ****************


ACTUAL AGGREGATE VOLUME PURCHASED BY IDEXX AND IDEXX US EQUALS VOLUME PROJECTED
AT THE BEGINNING OF THE YEAR.
<TABLE>
<CAPTION>
          Actual  Purchases  Effective     Calculated   20% Holdback Rebate Paid
          Qtrly.    ($MM)      Rebate      Rebate Each   (millions)  (millions)
           Vol.             %(80MM Vol.) Qtr.(millions)
        (millions)
<S>         <C>     <C>         <C>           <C>           <C>        <C>
1st Qtr     **      ****        ****          ****          ****       ****
2nd Qtr     **      *****       ****          ****          ****       ****
3rd Qtr     **      *****       ****          ****          ****       ****
4th Qtr     **      *****       ****          ****          ****       ****
            --      -----                     ----          ----       ----
            **      *****                     ****          ****       ****
                                True-up:      ****                     ****
                                              ----                     ----
                                  Total:      ****                     ****
                                         ==============              =========
</TABLE>

ACTUAL AGGREGATE VOLUME PURCHASED BY IDEXX AND IDEXX US IS GREATER THAN VOLUME
PROJECTED AT THE BEGINNING OF THE YEAR.
<TABLE>
<CAPTION>
          Actual  Purchases  Effective     Calculated   20% Holdback Rebate Paid
          Qtrly.    ($MM)      Rebate      Rebate Each   (millions)  (millions)
           Vol.             %(80MM Vol.) Qtr.(millions)
        (millions)
<S>         <C>     <C>         <C>           <C>           <C>        <C>
1st Qtr     *       ****        ****          ****          ****       ****
2nd Qtr     **      *****       ****          ****          ****       ****
3rd Qtr     **      *****       ****          ****          ****       ****
4th Qtr     **      *****       ****          ****          ****       ****
            --      -----                     ----          ----       ----
            **      *****                     ****          ****       ****
                                True-up:      ****                     ****
                                              ----                     ----
                                  Total:      ****                     ****
                                         ==============             ==========
</TABLE>
<PAGE> 28
ACTUAL AGGREGATE VOLUME PURCHASED BY IDEXX AND IDEXX US IS LOWER THAN VOLUME
PROJECTED AT THE BEGINNING OF THE YEAR.
<TABLE>
<CAPTION>
          Actual  Purchases  Effective     Calculated   20% Holdback Rebate Paid
          Qtrly.    ($MM)      Rebate      Rebate Each   (millions)  (millions)
           Vol.             %(80MM Vol.)      Qtr.
        (millions)                         (millions)
<S>         <C>     <C>         <C>           <C>           <C>        <C>
1st Qtr     **      ****        ****          ****          ****       ****
2nd Qtr     **      *****       ****          ****          ****       ****
3rd Qtr     **      *****       ****          ****          ****       ****
4th Qtr     **      *****       ****          ****          ****       ****
            --      -----                     ----          ----       ----
            **      *****                     ****          ****       ****
                                True-up:     ******                    ****
                                             ------                    ----
                                  Total:      ****                     ****
                                         ==============             ===========

</TABLE>
CALCULATION OF IDEXX'S PROPORTIONATE SHARE OF REBATE (ASSUMING ACTUAL AGGREGATE
VOLUME PURCHASED BY IDEXX AND IDEXX US EQUALS VOLUME PROJECTED AT THE BEGINNING
OF THE YEAR):

ASSUMPTIONS:
     Number of slides purchased by IDEXX:  ********** slides
     Total number of slides purchase by IDEXX US and its wholly-owned
     subsidiaries:  ********** slides
     Total rebate earned:  ************

CALCULATION:
IDEXX's rebate equals:  *****************************************************
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3.2
<SEQUENCE>4
<FILENAME>0004.txt
<DESCRIPTION>AMENDED AND RESTATED BY-LAWS
<TEXT>



<PAGE>  1
                                                                     EXHIBIT 3.2
                                                                     -----------











                          AMENDED AND RESTATED BY-LAWS


                                       OF



                            IDEXX LABORATORIES, INC.



                       (AMENDED THROUGH OCTOBER 17, 2000)

<PAGE>  2

                                    BY-LAWS



                               TABLE OF CONTENTS



ARTICLE I - Stockholders                                                   4
Section 1.1       Place of Meetings                                        4
Section 1.2       Annual Meeting                                           4
Section 1.3       Special Meetings                                         4
Section 1.4       Notice of Meetings                                       4
Section 1.5       Voting List                                              4
Section 1.6       Quorum                                                   4
Section 1.7       Adjournments                                             5
Section 1.8       Voting and Proxies                                       5
Section 1.9       Action of Meeting                                        5
Section 1.10      Introduction of Business at Meeting                      5
Section 1.11      Action without Meeting                                   6

ARTICLE 2 - Directors                                                      7
Section 2.1       General Powers                                           7
Section 2.2       Number; Election and Qualification                       7
Section 2.3       Classes of Directors                                     7
Section 2.4       Terms in Office                                          7
Section 2.5       Allocation of Directors Among Classes in the Event of
                  Increases or Decreases in the Number of Directors        7
Section 2.6       Tenure                                                   8
Section 2.7       Vacancies                                                8
Section 2.8       Resignation                                              8
Section 2.9       Regular Meetings                                         8
Section 2.10      Special Meetings                                         8
Section 2.11      Notice of Special Meetings                               8
Section 2.12      Meetings by Telephone Conference Calls                   8
Section 2.13      Quorum                                                   9
Section 2.14      Action at Meeting                                        9
Section 2.15      Action by Consent                                        9
Section 2.16      Removal                                                  9
Section 2.17      Committees                                               9
Section 2.18      Compensation of Directors                                9
Section 2.19      Amendments to Article                                    10

ARTICLE 3 - Officers                                                       10
Section 3.1       Enumeration                                              10
Section 3.2       Election                                                 10
Section 3.3       Qualification                                            10
Section 3.4       Tenure                                                   10
Section 3.5       Resignation and Removal                                  10
Section 3.6       Vacancies                                                10

<PAGE>  3
Section 3.7       Chairman of the Board and Vice Chairman of the Board     11
Section 3.8       President                                                11
Section 3.9       Vice President                                           11
Section 3.10      Secretary and Assistant Secretaries                      11
Section 3.11      Treasurer and Assistant Treasurers                       11
Section 3.12      Salaries                                                 12

ARTICLE 4 - Capital Stock                                                  12
Section 4.1       Issuance of Stock                                        12
Section 4.2       Certificates of Stock                                    12
Section 4.3       Transfers                                                12
Section 4.4       Lost, Stolen or Destroyed Certificates                   13
Section 4.5       Record Date                                              13

ARTICLE 5 - General Provisions                                             13
Section 5.1       Fiscal Year                                              13
Section 5.2       Corporate Seal                                           13
Section 5.3       Waiver of Notice                                         13
Section 5.4       Voting of Securities                                     14
Section 5.5       Evidence of Authority                                    14
Section 5.6       Certificate of Incorporation                             14
Section 5.7       Transactions with Interested Parties                     14
Section 5.8       Severability                                             15
Section 5.9       Pronouns                                                 15

ARTICLE 6 - Amendments                                                     15
Section 6.1       By the Board of Directors                                15
Section 6.2       By the Stockholders                                      15

<PAGE>  4

                      BY-LAWS OF IDEXX LABORATORIES, INC.

                            ARTICLE 1 - STOCKHOLDERS

1.1  PLACE OF MEETINGS.  All meetings of stockholders shall be held at such
     place within or without the State of Delaware as may be designated from
     time to time by the Board of Directors or the President or, if not so
     designated, at the registered office of the corporation.  The Board of
     Directors may, in its sole discretion, determine that a meeting shall not
     be held any place but may instead be held solely by means of remote
     communication in a manner consistent with the General Corporation Law of
     Delaware.

1.2  ANNUAL MEETING.  The annual meeting of stockholders for the election of
     directors and for the transaction of such other business as may properly be
     brought before the meeting shall be held on a date and at a time designated
     by the Board of Directors or the President (which date shall not be a legal
     holiday in the place where the meeting is to be held).  If no annual
     meeting is held in accordance with the foregoing provisions, the Board of
     Directors shall cause the meeting to be held as soon thereafter as
     convenient.  If no annual meeting is held in accordance with the foregoing
     provisions, a special meeting may be held in lieu of the annual meeting,
     and any action taken at that special meeting shall have the same effect as
     if it had been taken at the annual meeting, and in such case all references
     in these By-Laws to the annual meeting of the stockholders shall be deemed
     to refer to such special meeting.

1.3  SPECIAL MEETINGS.  Special meetings of stockholders may be called at any
     time by the Chairman of the Board or the President.  Business transacted at
     any special meeting of the stockholders shall be limited to matters
     relating to the purpose or purposes stated in the notice of meeting.

1.4  NOTICE OF MEETINGS.  Except as otherwise provided by law, written notice of
     each meeting of stockholders, whether annual or special, shall be given not
     less than 10 nor more than 60 days before the date of the meeting to each
     stockholder entitled to vote at such meeting.  Without limiting the manner
     by which notice otherwise may be given to stockholders, any notice shall be
     effective if given by a form of electronic transmission consented to (in a
     manner consistent with the Delaware General Corporation Law) by the
     stockholder to whom the notice is given.  The notices of all meetings shall
     state the place, if any, date and time of the meeting and the means of
     remote communications, if any, by which stockholders and proxyholders may
     be deemed to be present in person and vote at such meeting.  The notice of
     a special meeting shall state, in addition, the purpose or purposes for
     which the meeting is called.  If notice is given by mail, such notice shall
     be deemed given when deposited in the United States mail, postage prepaid,
     directed to the stockholder at his address as it appears on the records of
     the corporation.  If notice is given by electronic transmission, such
     notice shall be deemed given at the time specified in Section 232 of the
     Delaware General Corporation Law.

1.5  VOTING LIST.  The officer who has charge of the stock ledger of the
     corporation shall prepare, at least 10 days before every meeting of
<PAGE> 5
     stockholders, a complete list of the stockholders entitled to vote at the
     meeting, arranged in alphabetical order, and showing the address of each
     stockholder and the number of shares registered in the name of each
     stockholder.  Such list shall be open to the examination of any
     stockholder, for any purpose germane to the meeting, for a period of at
     least 10 days prior to the meeting: (i) on a reasonably accessible
     electronic network, provided that the information required to gain access
     to such list is provided with the notice of the meeting, or (ii) during
     ordinary business hours, at the principal place of business of the
     corporation.  If the meeting is to be held at a place, then the list shall
     also be produced and kept at the time and place of the meeting during the
     whole time of the meeting, and may be inspected by any stockholder who is
     present.  If the meeting is to be held solely by means of remote
     communication, then the list shall also be open to the examination of any
     stockholder during the whole time of the meeting on a reasonably accessible
     electronic network, and the information required to access such list shall
     be provided with the notice of the meeting.

1.6  QUORUM.  Except as otherwise provided by law, the Certificate of
     Incorporation or these By-Laws, the holders of a majority of the shares of
     the capital stock of the corporation issued and outstanding and entitled to
     vote at the meeting, present in person, present by means of remote
     communication in a manner, if any, authorized by the Board of Directors in
     its sole discretion or represented by proxy, shall constitute a quorum for
     the transaction of business.  A quorum once established at a meeting shall
     not be broken by the withdrawal of enough votes to leave less than a
     quorum.

1.7  ADJOURNMENTS.  Any meeting of stockholders may be adjourned to any other
     time and to any other place at which a meeting of stockholders may be held
     under these By-laws by the stockholders present or represented at the
     meeting and entitled to vote, although less than a quorum, or, if no
     stockholder is present, by any officer entitled to preside at or to act as
     Secretary of such meeting.  It shall not be necessary to notify any
     stockholder of any adjournment of less than 30 days if the time and place,
     if any, of the adjourned meeting and the means of remote communication, if
     any, by which stockholders and proxyholders may be deemed to be present in
     person and vote at such adjourned meeting, are announced at the meeting at
     which adjournment is taken, unless after the adjournment a new record date
     is fixed for the adjourned meeting.  At the adjourned meeting, the
     corporation may transact any business, which might have been transacted at
     the original meeting.

1.8  VOTING AND PROXIES.  Each stockholder shall have one vote for each share of
     stock entitled to vote held of record by such stockholder and a
     proportionate vote for each fractional share so held, unless otherwise
     provided by law or in the Certificate of Incorporation.  Each stockholder
     of record entitled to vote at a meeting of stockholders may vote in person
     or may authorize another person or persons to vote for him by proxy
     executed or transmitted in a manner permitted by the General Corporation
     Law of Delaware by the stockholder or his authorized agent and delivered to
     the Secretary (including by electronic transmission) of the corporation.
     No such proxy shall be voted or acted upon after three years from the date
     of its execution, unless the proxy expressly provides for a longer period.
<PAGE> 6
1.9  ACTION IN A MEETING.  When a quorum is present at any meeting, the holders
     of a majority of the stock present or represented and voting on a matter
     (or if there are two or more classes of stock entitled to vote as separate
     classes, then in the case of each such class, the holders of a majority of
     the stock of that class present or represented and voting on a matter)
     shall decide any matter to be voted upon by the stockholders at such
     meeting other than the election of directors, except when a different vote
     is required by express provision of law, the Certificate of Incorporation
     or these By-Laws.  Any election by stockholders of directors shall be
     determined by a plurality of the votes cast by the stockholders entitled to
     vote at the election.

1.10 INTRODUCTION OF BUSINESS AT MEETING.  Except as otherwise provided by law,
     at any annual or special meeting of stockholders only such business shall
     be conducted as shall have been properly brought before the meeting.  In
     order to be properly brought before the meeting, such business must have
     been either (A) specified in the written notice of the meeting (or any
     supplement thereto) given to stockholders of record on the record date for
     such meeting by or at the direction of the Board of Directors, (B) brought
     before the meeting at the direction of the Board of Directors or the
     chairman of the meeting or (C) specified in a written notice given by or on
     behalf of a stockholder of record on the record date for such meeting
     entitled to vote thereat or a duly authorized proxy for such stockholder,
     in accordance with all of the following requirements.  A notice referred to
     in clause (C) hereof must be delivered personally to or mailed to and
     received at the principal executive office of the corporation, addressed to
     the attention of the Secretary, not more than ten (10) days after the date
     of the initial notice referred to in clause (A) hereof, in the case of
     business to be brought before a special meeting of stockholders, and not
     less than thirty (30) days prior to the first anniversary date of the
     initial notice referred to in clause (A) hereof to the previous year's
     annual meeting, in the case of business to be brought before an annual
     meeting of stockholders, provided, however, that such notice shall not be
     required to be given more than sixty (60) days prior to an annual meeting
     of stockholders.  Such notice referred to in clause (C) hereof shall set
     forth (i) a full description of each such item of business proposed to be
     brought before the meeting, (ii) the name and address of the person
     proposing to bring such business before the meeting, (iii) the number and
     class of shares held of record, held beneficially and represented by proxy
     by such person as of the record date for meeting (if such date has been
     made publicly available) and as of the date of such notice, (iv) if any
     item of such business involves nomination for director, all information
     regarding each such nominee that would be required to be set forth in a
     definitive proxy statement filed with the Securities Exchange Commission
     pursuant to Section 14 of the Securities Act of 1934, as amended, or any
     successor thereto, and the written consent of each such nominee to serve if
     elected, and (v) all other information that would be required to be filed
     with the Securities and Exchanged Commission if, with respect to the
     business proposed to be brought before the meeting, the person proposing
     such business was a participant in a solicitation subject to Section 14 of
     the Securities Exchange Act of 1934, as amended, or any successor thereto.
     No business shall be brought before any meeting of stockholders of the
     corporation otherwise than as provided in this paragraph.
<PAGE> 7
     Notwithstanding the foregoing provisions, the Board of Directors shall be
     obligated to include information as to any nominee for director in any
     proxy statement or other communication sent to stockholders.

     The chairman of the meeting may, if the facts warrant, determine and
     declare to the meeting that any proposed item of business was not brought
     before the meeting in accordance with the foregoing procedure and, if he
     should so determine, he shall so declare to the meeting and the defective
     item of business shall be disregarded.

1.11 ACTION WITHOUT MEETING.  Until the closing of a firm commitment,
     underwritten public offering of the corporation's Common Stock (a "Public
     Offering"), any action required or permitted to be taken at any annual or
     special meeting of stockholders of the corporation may be taken without a
     meeting, without prior notice and without a vote, if a consent in writing,
     setting forth the action so taken, is signed by the holders of outstanding
     stock having not less than the minimum number of votes that would be
     necessary to authorize or take such action at a meeting at which all shares
     entitled to vote on such action were present and voted.  Prompt notice of
     the taking of corporate action without a meeting by less than unanimous
     written consent shall be given to those stockholders who have not consented
     in writing.  Effective upon the closing of a Public Offering, stockholders
     of the corporation may not take any action by written consent in lieu of a
     meeting.  Notwithstanding any other provision of law, the Certificate of
     Incorporation, as amended, or these By-Laws, and notwithstanding the fact
     that a lesser percentage may be specified by law, the affirmative vote of
     the holders of at least seventy-five percent (75%) of the votes which all
     the stockholders would be entitled to cast at any annual election of
     directors or class of directors shall be required to amend or repeal, or to
     adopt any provision inconsistent with, this Section 1.11.

1.12 CONDUCT OF MEETINGS.

     (a) CHAIRMAN OF MEETING. Meetings of stockholders shall be presided over by
     the Chairman of the Board, if any, or in the Chairman's absence by the Vice
     Chairman of the Board, if any, or in the Vice Chairman's absence by the
     President, or in the President's absence by a Vice President, or in the
     absence of all of the foregoing persons by a chairman designated by the
     Board of Directors, or in the absence of such designation by a chairman
     chosen by vote of the stockholders at the meeting.  The Secretary shall act
     as secretary of the meeting, but in the Secretary's absence the chairman of
     the meeting may appoint any person to act as secretary of the meeting.

     (b) RULES AND PROCEDURES.  The Board of Directors of the corporation may
     adopt by resolution such rules, regulations and procedures for the conduct
     of any meeting of stockholders of the corporation as it shall deem
     appropriate including, without limitation, such guidelines and procedures
     as it may deem appropriate regarding the participation by means of remote
     communication of stockholders and proxyholders not physically present at a
     meeting.  Except to the extent inconsistent with such rules, regulations
     and procedures as adopted by the Board of Directors, the chairman of any
     meeting of stockholders shall have the right and authority to prescribe
<PAGE> 8
     such rules, regulations and procedures and to do all such acts as, in the
     judgment of such chairman, are appropriate for the proper conduct of the
     meeting.  Such rules, regulations or procedures, whether adopted by the
     Board of Directors or prescribed by the chairman of the meeting, may
     include, without limitation, the following:  (i) the establishment of an
     agenda or order of business for the meeting; (ii) rules and procedures for
     maintaining order at the meeting and the safety of those present; (iii)
     limitations on attendance at or participation in the meeting of
     stockholders of record of the corporation, their duly authorized and
     constituted proxies or such other persons as shall be determined; (iv)
     restrictions on entry to the meeting after the time fixed for the
     commencement thereof; and (v) limitations on the time allotted to questions
     or comments by participants.  Unless and to the extent determined by the
     Board of Directors or the chairman of the meeting, meetings of stockholders
     shall not be required to be held in accordance with the rules of
     parliamentary procedure.

                              ARTICLE 2 - DIRECTORS

2.1  GENERAL POWERS.  The business and affairs of the corporation shall be
     managed by or under the direction of a Board of Directors, who may exercise
     all of the powers of the corporation except as otherwise provided by law or
     the Certificate of Incorporation.  In the event of a vacancy in the Board
     of Directors, the remaining directors, except as otherwise provided by law,
     may exercise the powers of the full Board until the vacancy is filled.

2.2  NUMBER; ELECTION AND QUALIFICATION.  The number of directors which shall
     constitute the whole Board of Directors shall be determined by resolution
     of the stockholders or the Board of Directors, but in no event shall be
     less than three.  The number of directors may be decreased at any time and
     from time to time by a majority of the directors then in office, but only
     to eliminate vacancies existing by reason of the death, resignation,
     removal or expiration of the term of one or more directors.  The directors
     shall be elected at the annual meeting of stockholders by such stockholders
     as have the right to vote on such election.  Directors need not be
     stockholders of the corporation.

2.3  CLASSES OF DIRECTORS.  The Board of Directors shall be and is divided into
     three classes:  Class I, Class II and Class III.  No one class shall have
     more than one director more than any other class.  If a fraction is
     contained in the quotient arrived at by dividing the authorized number of
     directors by three, then if such fraction is one-third, the extra director
     shall be a member of Class I and, if such fraction is two thirds, one of
     the extra directors shall be a member of Class I and the other extra
     director shall be a member of Class II, unless otherwise provided for from
     time to time by resolution adopted by a majority of the Board of Directors.

2.4  TERMS IN OFFICE.  Each director shall serve for a term ending on the date
     of the third annual meeting following the annual meeting at which such
     director was elected; provided, however, that each initial director in
     Class I shall serve for a term ending on the date of the annual meeting
     next following the end of the corporation's fiscal year ending December 31,
     1993; each initial director in Class II shall serve for a term ending on
<PAGE> 9
     the date of the annual meeting next following the end of the corporation's
     fiscal year ending December 31, 1992; and each initial director in Class
     III shall serve for a term ending on the date of the annual meeting next
     following the end of the corporation's fiscal year ending December 31,
     1991.

2.5  ALLOCATION OF DIRECTORS AMONG CLASS IN THE EVENT OF INCREASES OR DECREASES
     IN THE NUMBER OF DIRECTORS.  In the event of any increase or decrease in
     the authorized number of directors, (i) each director then serving as such
     shall nevertheless continue as director of the class of which he is a
     member until the expiration of his current term or his prior death,
     retirement or resignation and (ii) the newly created or eliminated
     directorships resulting from such increase or decrease shall be apportioned
     by the Board of Directors among the three classes of directors so as to
     ensure that no one class has more than one director more than any other
     class.  To the extent possible, consistent with the foregoing rule, any
     newly created directorships shall be added to those classes whose terms of
     office are to expire at the latest dates following such allocation, and any
     newly eliminated directorships shall be subtracted from those classes whose
     terms of office are to expire at the earliest dates following such
     allocation, unless otherwise provided for from time to time by resolution
     adopted by a majority of the directors then in office, although less than a
     quorum.

2.6  TENURE.  Notwithstanding any provisions to the contrary contained herein,
     each director shall hold office until his successor is elected and
     qualified, or until his earlier death, resignation or removal.

2.7  VACANCIES.  Unless and until filled by the stockholders, any vacancy in the
     Board of Directors, however occurring, including a vacancy resulting from
     an enlargement of the Board, may be filled by vote of a majority of the
     directors then in office, although less than a quorum, or by a sole
     remaining director.  A director elected to fill a vacancy shall be elected
     for the unexpired term of his predecessor in office, and a director chosen
     to fill a position resulting from an increase in the number of directors
     shall hold office until the next annual meeting of stockholders and until
     his successor is elected and qualified, or until his earlier death,
     resignation or removal.

2.8  RESIGNATION.  Any director may resign by delivering his written resignation
     to the corporation at its principal office or to the President or
     Secretary.  Such resignation shall be effective upon receipt unless it is
     specified to be effective at some other time or upon the happening of some
     other event.

2.9  REGULAR MEETINGS.  Regular meetings of the Board of Directors may be held
     without notice at such time and place, either within or without the State
     of Delaware, as shall be determined from time to time by the Board of
     Directors; provided that any director who is absent when such a
     determination is made shall be given notice of the determination.  A
     regular meeting of the Board of Directors may be held without notice
     immediately after and at the same place as the annual meeting of
     stockholders.
<PAGE> 10
2.10 SPECIAL MEETINGS.  Special meetings of the Board of Directors may be held
     at any time and place, within or without the State of Delaware, designated
     in a call by the Chairman of the Board, President, two or more directors,
     or by one director in the event that there is only a single director in the
     office.

2.11 NOTICE OF SPECIAL MEETINGS.  Notice of any special meeting of directors
     shall be given to each director by the Secretary or by the officer or one
     of the directors calling the meeting.  Notice shall be duly given to each
     director (i) by giving notice to such director in person or by telephone at
     least 48 hours in advance of the meeting, (ii) by sending a telegram or
     telex, or delivering written notice by hand, to his last known business or
     home address at least 48 hours in advance of the meeting, or (iii) by
     mailing written notice to his last known business or home address at least
     72 hours in advance of the meeting.  A notice or waiver of notice of a
     meeting of the Board of Directors need not specify the purposes of the
     meeting.

2.12 MEETINGS BY TELEPHONE CONFERENCE CALLS.  Directors or any members of any
     committee designated by the directors may participate in a meeting of the
     Board of Directors or such committee by means of conference telephone or
     similar communications equipment by means of which all persons
     participating in the meeting can hear each other, and participation by such
     means shall constitute presence in person at such meeting.

2.13 QUORUM.  A majority of the total number of the whole Board of Directors
     shall constitute a quorum at all meetings of the Board of Directors.  In
     the event one or more of the directors shall be disqualified to vote at any
     meeting, then the required quorum shall be reduced by one for each such
     director so disqualified; provided, however, that in no case shall less
     than one-third (1/3) of the number so fixed constitute a quorum.  In the
     absence of a quorum at any such meeting, a majority of the directors
     present may adjourn the meeting from time to time without further notice
     other than announcement at the meeting, until a quorum shall be present.

2.14 ACTION AT MEETING.  At any meeting of the Board of Directors at which a
     quorum is present, the vote of a majority of those present shall be
     sufficient to take any action, unless a different vote is specified by law,
     the Certificate of Incorporation or these By-Laws.

2.15 ACTION BY CONSENT.  Any action required or permitted to be taken at any
     meeting of the Board of Directors or of any committee of the Board
     Directors may be taken without a meeting, if all members of the Board or
     committee, as the case may be, consent to the action in writing, and the
     written consents are filed with the minutes of proceedings of the Board or
     committee.

2.16 REMOVAL.  Any one or more or all of the directors may be removed, with or
     without cause, by the holders of at least seventy-five percent (75%) of the
     shares then entitled to vote at an election of directors.
<PAGE> 11
2.17 COMMITTEES.  The Board of Directors may, by resolution passed by a majority
     of the whole Board, designate one or more committees, each committee to
     consist of one or more of the directors of the corporation.  The Board may
     designate one or more directors as alternate members of any committee, who
     may replace any absent or disqualified member at any meeting of the
     committee.  In the absence or disqualification of a member of a committee,
     the member or members of the committee present at any meeting and not
     disqualified from voting, whether or not he or they constitute a quorum,
     may unanimously appoint another member of the Board of Directors to act at
     the meeting in the place of any such absent or disqualified member.  Any
     such committee, to the extent provided in the resolution of the Board of
     Directors and subject to the provisions of the General Corporation Law of
     the State of Delaware, shall have and may exercise all the powers and
     authority of the Board of Directors in the management of the business and
     affairs of the corporation and may authorize the seal of the corporation to
     be affixed to all papers which may require it.  Each such committee shall
     keep minutes and make such reports as the Board of Directors may from time
     to time request.  Except as the Board of Directors may otherwise determine,
     any committee may make rules for the conduct of its business, but unless
     otherwise provided by the directors or in such rules, its business shall be
     conducted as nearly as possible in the same manner as is provided in these
     By-Laws for the Board of Directors.

2.18 COMPENSATION OF DIRECTORS.  Directors may be paid such compensation for
     their services and such reimbursement for expenses of attendance at
     meetings as the Board of Directors may from time to time determine.  No
     such payment shall preclude any director from serving the corporation or
     any of its parent or subsidiary corporations in any other capacity and
     receiving compensation for such service.

2.19 AMENDMENTS TO ARTICLE.  Notwithstanding any other provisions of law, the
     Certificate of Incorporation or these By-Laws, and notwithstanding the fact
     that a lesser percentage may be specified by law, the affirmative vote of
     the holders of at least seventy-five percent (75%) of the votes which all
     the stockholders would be entitled to cast at any annual election of
     directors or class of directors shall be required to amend or repeal, or to
     adopt any provision inconsistent with, this Article 2.

                              ARTICLE 3 - OFFICERS

3.1  ENUMERATION.  The officers of the corporation shall consist of a President,
     a Secretary, a Treasurer and such other officers with such other titles as
     the Board of Directors shall determine, including a Chairman of the Board,
     a Vice-Chairman of the Board, and one or more Vice Presidents, Assistant
     Treasurers, and Assistant Secretaries.  The Board of Directors may appoint
     such other officers, as it may deem appropriate.

3.2  ELECTION.  The President, Treasurer and Secretary shall be elected annually
     by the Board of Directors at its first meeting following the annual meeting
     of stockholders.  Other officers may be appointed by the Board of Directors
     at such meeting or at any other meeting.
<PAGE> 12
3.3  QUALIFICATION.  No officer need be a stockholder.  Any two or more offices
     may be held by the same person.

3.4  TENURE.  Except as otherwise provided by law, by the Certificate of
     Incorporation or by these By-Laws, each officer shall hold office until his
     successor is elected and qualified, unless a different term is specified in
     the vote choosing or appointing him, or until his earlier death,
     resignation or removal.

3.5  RESIGNATION AND REMOVAL.  Any officer may resign by delivering his written
     resignation to the corporation at its principal office or to the President
     or Secretary.  Such resignation shall be effective upon receipt unless it
     is specified to be effective at some other time or upon the happening of
     some other event.

     Any officer may be removed at any time, with or without cause, by vote of a
     majority of the entire number of directors then in office.

     Except as the Board of Directors may otherwise determine, no officer who
     resigns or is removed shall have any right to any compensation as an
     officer for any period following his resignation or removal, or any right
     to damages on account of such removal, whether his compensation be by the
     month or by the year or otherwise, unless such compensation is expressly
     provided in a duly authorized written agreement with the corporation.

3.6  VACANCIES.  The Board of Directors may fill any vacancy occurring in any
     office for any reason and may, in its discretion, leave unfilled for such
     period as it may determine any offices other than those of President,
     Treasurer and Secretary.  Each such successor shall hold office for the
     unexpired term of his predecessor and until his successor is elected and
     qualified, or until his earlier death, resignation or removal.

3.7  CHAIRMAN OF THE BOARD AND VICE-CHAIRMAN OF THE BOARD.  The Board of
     Directors may appoint a Chairman of the Board and may designate the
     Chairman of the Board as Chief Executive Officer.  If the Board of
     Directors appoints a Chairman of the Board, he shall perform such duties
     and possess such powers as are assigned to him by the Board of Directors.
     If the Board of Directors appoints a Vice-Chairman of the Board, he shall,
     in the absence or disability of the Chairman of the Board, perform the
     duties and exercise the powers of the Chairman of the Board, and shall
     perform such other duties and possess such other powers as may from time to
     time be vested in him by the Board of Directors.

3.8  PRESIDENT.  The President shall, subject to the direction of the Board of
     Directors, have general charge and supervision of the business of the
     corporation.  Unless otherwise provided by the Board of Directors, he shall
     preside at all meetings of the stockholders, if he is a director, at all
     meetings of the Board of Directors.  Unless the Board of Directors has
     designated the Chairman of the Board or another officer as Chief Executive
     Officer, the President shall be the Chief Executive Officer of the
     corporation.  The President shall perform such other duties and shall have
     such other powers as the Board of Directors may from time to time
     prescribe.
<PAGE> 13
3.9  VICE PRESIDENTS.  Any Vice President shall perform such duties and possess
     such powers as the Board of Directors or the President may from time to
     time prescribe.  In the event of the absence, inability or refusal to act
     of the President, the Vice President (or if there shall be more than one,
     the Vice Presidents in the order determined by the Board of Directors)
     shall perform the duties of the President and when so performing shall have
     all the powers of and be subject to all the restrictions upon the
     President.  The Board of Directors may assign to any Vice President, the
     title of Executive Vice President, Senior Vice President or any other title
     selected by the Board of Directors.

3.10 SECRETARY AND ASSISTANT SECRETARIES.  The Secretary shall perform such
     duties and shall have such powers as the Board of Directors or the
     President may from time to time prescribe.  In addition, the Secretary
     shall perform such duties and have such powers as are incident to the
     office of the secretary, including without limitation the duty and power to
     give notices of all meetings of stockholders and special meetings of the
     Board of Directors, to attend all meetings of stockholders and the Board of
     Directors and keep a record of the proceedings, to maintain a stock ledger
     and prepare lists of stockholders and their addresses as required, to be
     custodian of corporate records and the corporate seal and to affix and
     attest to the same on documents.

     Any Assistant Secretary shall perform such duties and possess such powers
     as the Board of Directors, the President or the Secretary may from time to
     time prescribe.  In the event of the absence, inability or refusal to act
     of the Secretary, the Assistant Secretary (or if there shall be more than
     one, the Assistant Secretaries in the order determined by the Board of
     Directors), shall perform the duties and exercise the powers of the
     Secretary.

     In the absence of the Secretary or any Assistant Secretary at any meeting
     of stockholders or directors, the person presiding at the meeting shall
     designate a temporary secretary to keep a record of the meeting.

3.11 TREASURER AND ASSISTANT TREASURERS.  The Treasurer shall perform such
     duties and shall have such powers as may from time to time be assigned to
     him by the Board of Directors or the President.  In addition, the Treasurer
     shall perform such duties and have such powers as are incident to the
     office of treasurer, including without limitation the duty and power to
     keep and be responsible for all funds and securities of the corporation, to
     deposit funds of the corporation in depositories selected in accordance
     with these By-Laws, to disburse such funds as ordered by the Board of
     Directors, to make proper accounts of such funds, and to render as required
     by the Board of Directors statements of all such transactions and of the
     financial condition of the corporation.

     The Assistant Treasurers shall perform such duties and possess such powers
     as the Board of Directors, the President or the Treasurer may from time to
     time prescribe.  In the event of the absence, inability or refusal to act
     of the Treasurer, the Assistant Treasurer (or if there shall be more than
     one, the Assistant Treasurers in the order determined by the Board of
     Directors), shall perform the duties and exercise the powers of the
     Treasurer.
<PAGE> 14
3.12 SALARIES.  Officers of the corporation shall be entitled to such salaries,
     compensation or reimbursement as shall be fixed or allowed from time to
     time by the Board of Directors.

                            ARTICLE 4 - CAPITAL STOCK

4.1  ISSUANCE OF STOCK.  Unless otherwise voted by the stockholders and subject
     to the provisions of the Certificate of Incorporation, the whole or any
     part of any unissued balance of the authorized capital stock of the
     corporation or the whole or any part of any unissued balance of the
     authorized capital stock of the corporation held in its treasury may be
     issued, sold, transferred or otherwise disposed of by vote of the Board of
     Directors in such manner, for such consideration and on such terms as the
     Board of Directors may determine.

4.2  CERTIFICATES OF STOCK.  Every holder of stock of the corporation shall be
     entitled to have a certificate, in such form as may be prescribed by law
     and by the Board of Directors, certifying the number and class of shares
     owned by him in the corporation.  Each such certificate shall be signed by,
     or in the name of the corporation by, the Chairman or Vice-Chairman, if
     any, of the Board of Directors, or the President or a Vice President, and
     the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant
     Secretary of the corporation.  Any or all of the signatures on the
     certificate may be a facsimile.

     Each certificate for shares of stock which are subject to any restriction
     on transfers pursuant to the Certificate of Incorporation, the By-Laws,
     applicable securities laws or any agreement among any number of
     shareholders or among such holders and the corporation shall have
     conspicuously noted on the face or back of the certificate either the full
     text of the restriction or a statement of the existence of such
     restriction.

4.3  TRANSFERS.  Except as otherwise established by rules and regulations
     adopted by the Board of Directors, and subject to applicable law, shares of
     stock may be transferred on the books of the corporation by the surrender
     to the corporation or its transfer agent of the certificate representing
     such shares properly endorsed or accompanied by a written assignment or
     power of attorney properly executed, and with such proof of authority or
     the authenticity of signature as the corporation or its transfer agent may
     reasonably require.  Except as may be otherwise required by law, by the
     Certificate of Incorporation or by these By-Laws, the corporation shall be
     entitled to treat the record holder of stock as shown on its books as the
     owner of such stock for all purposes, including the payment of dividends
     and the right to vote with respect to such stock, regardless of any
     transfer, pledge or other disposition of such stock until the shares have
     been transferred on the books of the corporation in accordance with the
     requirements of these By-Laws.

4.4  LOST, STOLEN OR DESTROYED CERTIFICATES.  The corporation may issue a new
     certificate of stock in place of any previously issued certificate alleged
     to have been lost, stolen, or destroyed, upon such terms and conditions as
     the Board of Directors may prescribe, including the presentation of
     reasonable evidence of such loss, theft or destruction and the giving of
     such indemnity as the Board of Directors may require for the protection of
     the corporation or any transfer agent or registrar.
<PAGE> 15
4.5  RECORD DATE.  The Board of Directors may fix in advance a date as a record
     date for the determination of the stockholders entitled to notice of or to
     vote at any meeting of stockholders, or entitled to receive payment of any
     dividend or other distribution or allotment of any rights in respect of any
     change, conversion or exchange of stock, or for the purpose of any other
     lawful action.  Such record date shall not be more than 60 nor less than 10
     days before the date of such meeting, nor more than 60 days prior to any
     other action to which such record date relates.

     If no record date is fixed, the record date for determining stockholders
     entitled to notice of or to vote at a meeting of stockholders shall be at
     the close of business on the day before the day on which notice is given,
     or, if notice is waived, at the close of business on the day before the day
     on which the meeting is held.  The record date for determining stockholders
     for any other purpose shall be at the close of business on the day on which
     the Board of Directors adopts the resolution relating to such purpose.

     A determination of stockholders of record entitled to notice of or to vote
     at a meeting of stockholders shall apply to any adjournment of the meeting;
     provided, however, that the Board of Directors may fix a new record date
     for the adjourned meeting.

                         ARTICLE 5 - GENERAL PROVISIONS

5.1  FISCAL YEAR.  Except as from time to time otherwise designated by the Board
     of Directors, the fiscal year of the corporation shall begin on the first
     day of January in each year and end on the last day of December in each
     year.

5.2  CORPORATE SEAL.  The corporate seal shall be in such form as shall be
     approved by the Board of Directors.

5.3  WAIVER OF NOTICE.  Whenever notice is required to be given by law, by the
     Certificate of Incorporation or by these By-Laws, a written waiver, signed
     by the person entitled to notice, or a waiver by electronic transmission by
     the person entitled to notice whether before, at or after the time stated
     in such waiver, or the attendance of such person at such meeting, shall be
     deemed equivalent to such notice.

5.4  VOTING OF SECURITIES.  Except as the directors may otherwise designate, the
     President or Treasurer may waive notice of, and act as, or appoint any
     person or persons to act as, proxy or attorney-in-fact for this corporation
     (with or without power of substitution) at, any meeting of stockholders or
     shareholders of any other corporation or organization, the securities of
     which may be held by this corporation.

5.5  EVIDENCE OF AUTHORITY.  A certificate by the Secretary, or an Assistant
     Secretary, or a temporary Secretary, as to any action taken by the
     stockholders, directors, a committee or any officer or representative of
     the corporation shall as to all persons who rely on the certificate in good
     faith be conclusive evidence of such action.
<PAGE> 16
5.6  CERTIFICATE OF INCORPORATION.  All references in these By-Laws to the
     Certificate of Incorporation shall be deemed to refer to the Certificate of
     Incorporation of the corporation, as amended and in effect from time to
     time.

5.7  TRANSACTIONS WITH INTERESTED PARTIES.  No contract or transaction between
     the corporation and one or more of the directors or officers, or between
     the corporation and any other corporation, partnership, association, or
     other organization in which one or more of the directors or officers are
     directors or officers, or have a financial interest, shall be void or
     voidable solely for this reason, or solely because the director or officer
     is present at or participates in the meeting of the Board of Directors or a
     committee of the Board of Directors which authorizes the contract or
     transaction or solely because his or their votes are counted for such
     purpose, if:

          (1)  The material facts as to his relationship or interest and as to
               the contract or transaction are disclosed or are known to the
               Board of Directors or the committee, and the Board or committee
               in good faith authorizes the contract or transaction by the
               affirmative votes of a majority of the disinterested directors,
               even though the disinterested directors be less than a quorum;

          (2)  The material facts as to his relationship or interest and as to
               the contract or transaction are disclosed or are known to the
               stockholders entitled to vote thereon, and the contract or
               transaction is specifically approved in good faith by vote of the
               stockholders; or

          (3)  The contract or transaction is fair as to the corporation as of
               the time it is authorized, approved or ratified, by the Board of
               Directors, a committee of the Board of Directors, or the
               stockholders.

     Common or interested directors may be counted in determining the presence
     of a quorum at a meeting of the Board of Directors or of a committee which
     authorizes the contract or transaction.

5.8  SEVERABILITY.  Any determination that any provision of these By-Laws is for
     any reason inapplicable, illegal or ineffective shall not affect or
     invalidate any other provision of these By-Laws.

5.9  PRONOUNS.  All pronouns used in these By-Laws shall be deemed to refer to
     the masculine, feminine or neuter, singular or plural, as the identity of
     the person or persons may require.
<PAGE> 17

                             ARTICLE 6 - AMENDMENTS

6.1  BY THE BOARD OF DIRECTORS.  Except as is otherwise set forth in these  By-
     Laws, these By-Laws may be altered, amended or repealed or new by-laws  may
     be  adopted by the affirmative vote of a majority of the directors  present
     at  any  regular or special meeting of the Board of Directors  at  which  a
     quorum is present.

6.2  BY THE STOCKHOLDERS.  Except as otherwise set forth in these By-Laws, these
     By-Laws  may be altered, amended or repealed or new by-laws may be  adopted
     by  the affirmative vote of the holders of a majority of the shares of  the
     capital  stock  of the corporation issued and outstanding and  entitled  to
     vote  at any regular meeting of stockholders, or at any special meeting  of
     stockholders,  provided  notice of such alteration,  amendment,  repeal  or
     adoption  of  new  by-laws shall have been stated in  the  notice  of  such
     special meeting.

</TEXT>
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<DOCUMENT>
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<FILENAME>0005.txt
<DESCRIPTION>CONFIDENTIAL MATERIAL
<TEXT>




                                 CONFIDENTIAL MATERIAL OMITTED AND
                                 FILED SEPARATELY WITH THE SECURITIES AND
                                 EXCHANGE COMMISSION (*Denotes Omission)
                                           EXHIBIT 10.2 (REDACTED)

                                    AGREEMENT

THIS AGREEMENT is made effective as of the 1st day of January, 1999, between
IDEXX Laboratories, Inc., a Delaware corporation whose principal place of
business is at One IDEXX Drive, Westbrook, Maine, U.S.A. ("IDEXX") and Ortho-
Clinical Diagnostics, Inc., a New York corporation with offices at 100 Indigo
Creek Drive, Rochester, New York, U.S.A. ("OCD").

WHEREAS, OCD and IDEXX desire to enter into supply arrangements with respect to
VITROS slides for use on the VETTEST analyzer;

NOW THEREFORE, the parties hereby agree as follows:

1.  DEFINITIONS

In this Agreement the following expressions shall have the meaning set opposite
them.

"Agreements"                  This Agreement and the Europe Agreement.

"Applicable Percentage"       The percentage obtained by dividing (i) the unit
                              volume of slide sales for a particular chemistry
                              in a given period, BY (ii) the unit volume of
                              slide sales for all chemistries listed on SCHEDULE
                              5 for such period  (as such SCHEDULE 5 may from
                              time to time be revised).  Applicable Percentages
                              of unit volume sales shall be determined based on
                              sales in the most recently completed fiscal
                              quarter, and the sum of the Applicable Percentages
                              shall always be 100%.

"Commencement Date"           January 1, 1999.

"Corresponding Slide"         Any VITROS slide which provides the same blood
                              chemistry measurement as a particular VETTEST
                              slide (e.g., a DT60 Glucose slide is a
                              Corresponding Slide for a VETTEST Glucose slide).

"DT60"                        The DT60 analyzer developed by OCD for human
                              biomedical purposes and using the VITROS slides.

"Effective Rebate Rate"       For any year, the weighted average percentage
                              reduction in the purchase price of any slides
                              purchased in such year that IDEXX is entitled to
                              receive pursuant to Section 7.03 hereunder.  The
<PAGE> 2
                              calculation of the Effective Rebate Rate is
                              illustrated in SCHEDULE 6.

"Europe Agreement"            The Agreement effective as of January 1, 1999
                              between OCD and IDEXX BV, as amended and from time
                              to time in effect.

"IDEXX BV"                    IDEXX Laboratories B.V., a Netherlands
                              corporation.

"PANELS/PROFILES"             Packages of VETTEST slides consisting of two or
                              more sets of slides of specified chemistries.  The
                              initial PANEL and the initial PROFILES shall
                              consist of the slides set forth on SCHEDULE 3
                              attached hereto, with any changes or additional
                              PANELS/PROFILES to be mutually agreed upon by the
                              parties as specified in SCHEDULE 3.

"Prime Rate"                  For any day in any calendar month, the prime rate
                              of interest as published in the WALL STREET
                              JOURNAL on the last business day of the
                              immediately preceding month.

"Proportionate Share"         The percentage obtained by dividing (i) the number
                              of VETTEST slides purchased by IDEXX in a given
                              period, BY (ii) the total number of VETTEST slides
                              purchased by IDEXX and its affiliates during such
                              period.

"Term"                        The period from January 1, 1999 until December 31,
                              2010.

"VETTEST analyzer"            The VETTEST VT 8008 analyzer developed by or on
                              behalf of VETTEST S.A., predecessor of IDEXX BV,
                              for veterinary purposes and using VITROS slides;
                              including (i) any updates or modifications to such
                              analyzer, or (ii) other chemistry testing
                              instrument which, in the case of clause (i) and
                              (ii), is designed by IDEXX BV to be the bridging
                              instrument to a next-generation veterinary
                              chemistry analyzer ***************
                              **********************************.

******************            ***************************************
                              **********************************
<PAGE> 3

"VETTEST slides"              VITROS or other OCD chemistry slides specially bar
                              coded, labeled, and/or packaged for the VETTEST
                              analyzer in accordance with the terms of this
                              Agreement and supplied by OCD in accordance with
                              the terms and conditions of this Agreement.

"VETTEST tips"                Metering tips manufactured by OCD for use with
                              VITROS 700 Analyzer specially packaged and
                              supplied to IDEXX in accordance with the terms of
                              this Agreement.

"VITROS slides"               The slides developed by OCD for use in any VITROS
                              analyzer.

"Weighted Average List Price" The product obtained by multiplying (i) the
                              Applicable Percentage for each Corresponding Slide
                              or VETTEST slide, as the case may be, BY (ii) the
                              average price such Corresponding Slide is sold to
                              distributors by OCD, or the price then in effect
                              under this Agreement for a VETTEST slide, as the
                              case may be and THEN (iii) aggregating the total
                              of such multiplication calculations for all
                              chemistries listed on SCHEDULE 5 (as such SCHEDULE
                              5 may from time to time be revised).

All references to currency in this Agreement shall mean U.S. Dollars unless
otherwise specifically indicated.

2.  EFFECT OF AGREEMENT

    2.01  This Agreement shall become effective upon the Commencement Date.

3.  OCD RIGHT OF FIRST REFUSAL

    3.01  IDEXX shall not enter into any negotiations with any third party
          concerning human biomedical applications of the VETTEST analyzer
          without first offering to OCD the opportunity to negotiate marketing
          rights for the human biomedical applications of the VETTEST analyzer.
<PAGE> 4
4.  AGREEMENT TO SUPPLY

    4.01  Subject to the terms and conditions of this Agreement, OCD undertakes
          to manufacture for IDEXX and to supply to IDEXX VETTEST slides,
          VETTEST tips and Vetrol controls.  OCD shall supply VETTEST slides in
          compliance with the VETTEST Slide Quality Assurance Procedures set out
          in SCHEDULE 4.

5.  FORECASTS, COMMITMENTS AND ORDERS

    5.01  Attached hereto as SCHEDULE 4 are aggregate Purchase Commitments by
          IDEXX and IDEXX BV for VETTEST slides for calendar years 1999 through
          and including 2006.  The Purchase Commitments constitute the aggregate
          anticipated minimum aggregate purchase quantities by IDEXX and IDEXX
          BV for single chemistry VETTEST slides and PANELS/PROFILES slides in
          the indicated calendar years.  For calendar years 2007 through and
          including 2010, IDEXX  shall advise, or shall cause IDEXX BV to
          advise, OCD of the aggregate Purchase Commitment for IDEXX and IDEXX
          BV for each such year not later than October 1 of the preceding year,
          and upon receipt by OCD, such Purchase Commitments shall be deemed to
          be incorporated into SCHEDULE 4.  IDEXX's and IDEXX BV's aggregate
          Purchase Commitment for the period 2007 through and including 2010
          shall be not less than *********** slides.

          During each of calendar years 2000 through and including 2002, IDEXX
          and IDEXX BV shall purchase, in the aggregate, not less than
          ************* *********** single slides; during each of calendar years
          2003 through and including 2006, IDEXX and IDEXX BV shall purchase, in
          the aggregate, not less than ****************** single slides; and
          during each of the calendar years 2007 through and including 2010,
          IDEXX and IDEXX BV shall purchase, in the aggregate, a minimum number
          of single slides equal to **** of the total Purchase Commitment for
          such year.

          Failure by IDEXX and IDEXX BV to purchase, in the aggregate, at least
          the indicated Purchase Commitment quantities of each type of slides in
          any year may subject IDEXX to the requirement to make a payment to OCD
          as set forth in sub-Clause 5.02 below, but such failure shall in no
          event otherwise be deemed to be a breach of this Agreement.

    5.02  If IDEXX and IDEXX BV fail to purchase in the aggregate the quantities
          of slides set forth as Purchase Commitments on SCHEDULE 4 in a
          particular calendar year, unless there has been a Material Adverse
          Change (as defined in the following paragraph) IDEXX shall pay, or
          shall cause IDEXX BV to pay, to OCD within 30 days after the end of
          such calendar year ***** of the product of (i) the number of each type
          of slides (single or PANELS/PROFILES) by which IDEXX and IDEXX BV have
          in the aggregate fallen short of the Purchase Commitment and (ii) the
<PAGE> 5
          lowest per-slide price for the applicable type of slides under either
          of the Agreements.

          For the purposes of this sub-Clause 5.02, "MATERIAL ADVERSE CHANGES"
          shall mean material changes in the veterinary clinical chemistry
          markets which result from (a) non-invasive diagnostic testing other
          than any such testing which is introduced by IDEXX or its affiliates,
          (b) invasive diagnostic testing other than any such testing which is
          introduced by IDEXX or its affiliates, (c) the eradication of one or
          more diseases, or the development of new disease therapies, treatments
          or diagnostics, which significantly reduces demand for veterinary
          clinical chemistry testing, (d) decreased commitment by or ability of
          OCD to supply VETTEST or VITROS slides, and (e) the availability in
          one or more significant markets of slides compatible with the VETTEST
          analyzer from sources other than IDEXX or its affiliates, which
          availability is not promptly enjoined or otherwise terminated by OCD.
          Whether a Material Advance Change has occurred will be determined by
          reference to the effect of a change in the veterinary clinical
          chemistry market on IDEXX and IDEXX BV taken as a whole, and not on
          either individually.

          The parties shall discuss in good faith any assertion by IDEXX or
          IDEXX BV that a Material Adverse Change has occurred or is continuing.
          If the parties agree that a Material Adverse Change has occurred or is
          continuing, they shall negotiate in good faith with respect to
          appropriate reductions in Purchase Commitments, VETTEST slide prices
          (including single and PANELS/PROFILES slides) and/or amounts which
          would otherwise be payable pursuant to the first sentence of this sub-
          Clause 5.02 to appropriately allocate the effects of such Material
          Adverse Change on the parties.

    5.03  IDEXX shall place orders for slides at least three calendar months
          prior to the required delivery date.  Unless otherwise agreed between
          the parties in any particular case, orders for slides shall be placed
          by IDEXX three times per year and each order shall specify a business
          day delivery date for each delivery.

    5.04  Not later than October 1 of each calendar year commencing October 1,
          1999, IDEXX shall notify, or shall cause IDEXX BV to notify, OCD of
          the aggregate forecasted requirements of IDEXX and IDEXX BV for the
          subsequent year for each of the VETTEST slides (single slides and
          PANELS/PROFILES slides) (each such notification, a "PURCHASE
          FORECAST"), and the aggregate order quantities in the subsequent year
          for each of the VETTEST slides shall be within +/- 25% of such
          aggregate Purchase Forecast unless the parties otherwise agree.  As
          long as slide orders are within the indicated range of +/- 25% of
          the applicable Purchase Forecast, OCD shall deliver the slides in
          accordance with the orders.  The Purchase Forecasts constitute
          non-binding forecasts which shall be the basis for determining
          IDEXX's and IDEXX BV's aggregate quarterly cash rebate pursuant to
          sub-Clause 7.03 below.
<PAGE> 6
    5.05  In the event that IDEXX or IDEXX BV in any year notifies OCD that they
          wish to order quantities which exceed the quantities mentioned in sub-
          Clause 5.04 above by more than 25%, OCD will endeavor to supply the
          excess quantities and notify IDEXX or IDEXX BV, as appropriate, of the
          extent of its ability to so supply.

    5.06  It is understood and agreed that orders for the VETTEST slides shall
          include only those chemistries set forth in SCHEDULE 5 hereto.  In the
          event that a chemistry listed in SCHEDULE 5 should become known by OCD
          to be unavailable at any future date during the Term, OCD will so
          notify IDEXX at the earliest practicable date and will cooperate with
          IDEXX to ameliorate the possible adverse effects upon IDEXX of such
          unavailability.

    5.07  Order and delivery of VETTEST slides (including PANELS/PROFILES) shall
          be made in multiples of 100 boxes.  The number of orders and
          deliveries shall be limited to three in each year unless otherwise
          agreed to in writing by the parties.  Order and delivery of the
          VETTEST tips shall be made in multiples of 10,000 tips (20 cartons
          each containing 500 tips).  The number of orders and deliveries of the
          VETTEST tips and Vetrols shall be limited to two in each year.  OCD
          shall deliver the VETTEST tips and Vetrols in the ordered quantities
          in each year.

6.  DELIVERY

    6.01  Following acknowledgement by OCD of each order placed by IDEXX and on
          or before the delivery due date, OCD shall complete delivery of the
          appropriate quantity of slides and tips within +/- 10%. Deviations of
          delivery quantities from order quantities within the +/- 10% range may
          be compensated by IDEXX in the first subsequent order placed, subject
          to Clause 5.  In the event of a price increase for one or more of the
          VETTEST slides, such compensating quantity of such slides shall be
          processed at the previous lower price.

    6.02  Order and delivery for all purchases hereunder shall be F.O.B.
          Rochester, New York, USA.

    6.03  Unless otherwise advised in writing by OCD to IDEXX, OCD shall pack
          the VETTEST slides in accordance with OCD's standard shipping
          configuration which is known to IDEXX and which at the Commencement
          Date contains approximately 60 cases per pallet, each case containing
          100 boxes of slides.

7.  PRICES

    7.01  The initial prices for each of the VETTEST slides (including the
          PANELS/ PROFILES) shall be as set forth in SCHEDULE 5 hereto.  Such
          prices are broken out to provide prices for each individual product
          code for the following geographic region (additional regions may be
<PAGE> 7
          added, and changes within regions may be agreed to, from time to time
          in writing by the parties):

               US--United States, Canada and all other countries not identified
               in this sub-Clause 7.01;

               Asian--Brunei, China, Hong Kong, Indonesia, Japan, Korea,
               Malaysia, Philippines, Singapore, Taiwan, Thailand, Viet Nam.

          IDEXX agrees that OCD may audit IDEXX's books and records to verify
          sales of VETTEST slides in any region.

    7.02  The prices set forth in SCHEDULE 5 shall remain in effect for orders
          placed through December 31, 2000.  Thereafter, the prices may be
          adjusted upon 90 days written notice to IDEXX, subject to the next
          sentence of this sub-Clause 7.02, effective as of January 1 of each
          year for orders placed on or after that date by an amount not to
          exceed *** of the annual change (increase or decrease) in the US
          Consumer Price Index as reported by the United States Bureau of Labor
          Statistics, for the calendar year since the immediately preceding
          price adjustment.  Notwithstanding the preceding sentence, if the
          aggregate quantities of the single slide and PANELS/PROFILES slide
          purchases of IDEXX and IDEXX BV exceed **** of the Purchase Forecasts
          for a particular year as set forth on SCHEDULE 4, there shall be no
          price increase for the immediately succeeding year.

    7.03  Beginning with slide purchases made during calendar year 2000 (which,
          for the avoidance of doubt, shall not include any slides shipped by
          OCD in calendar year 2000 to fulfill IDEXX's and IDEXX BV's total
          aggregate 1999 purchase order of ****************), IDEXX shall be
          entitled to receive its Proportionate Share (based on sales during a
          calendar year) of a  cash rebate in the amount set forth below  if the
          total aggregate slide purchases by IDEXX and IDEXX BV, in any calendar
          year, exceed the aggregate quantities set forth below:

             Annual Slide Purchases       Incremental Cash Rebate -
                                             % Off Purchase Price
                 **************                       **
            ***********************                  ***
            ***********************                  ***
            ***********************                  ***
            ***********************                  ***
            ***********************                  ***
              ********************                   ***

          The rebate amounts set forth above constitute a percentage reduction
          in the purchase price of any slides (including both single slides and
<PAGE> 8
          PANELS/PROFILES slides) purchased above the corresponding quantity.
          The percentage amounts are incremental (as opposed to cumulative) and
          relate only to the quantities set forth opposite it.  For example, if
          IDEXX and IDEXX BV were to purchase, in the aggregate, **********
          slides in any one calendar year, they would not be entitled to a ***
          price reduction on all slides that they purchased in such year,
          rather, they would be entitled to receive (i) ** purchase price
          reduction on the first ******** slides purchased, (ii) a *** purchase
          price reduction on all slides purchased over ********, up to and
          including **********, (iii) an *** purchase price reduction on all
          slides purchased over ********** million up to and including
          **********, and (iv) a *** purchase price reduction on all slides
          purchased over **************** up to and including the **********
          slides that they purchased.  The foregoing notwithstanding, it is
          understood and agreed that if IDEXX and IDEXX BV do not, in the
          aggregate, achieve the aggregate Purchase Commitments set forth in
          Section 5 in any calendar year, then they shall not be entitled to
          receive a rebate for such year.

          In the beginning of each calendar year, beginning with calendar year
          2000, OCD shall calculate an estimated Effective Rebate Rate (the
          "ESTIMATED REBATE RATE") based on the lesser of (i) IDEXX's and IDEXX
          BV's aggregate Purchase Forecast for such year and (ii) **** of the
          total aggregate number of slides that IDEXX and IDEXX BV together
          purchased in the immediately preceding calendar year.  Not later than
          thirty (30) days after the end of each of the first three calendar
          quarters in any calendar year (or thirty days after IDEXX and IDEXX BV
          complete payment in full for slides purchased during such quarter, if
          later), OCD shall pay to IDEXX its Proportionate Share (based on
          purchases during the preceding quarter) of an amount equal to the
          aggregate estimated rebate payment that IDEXX and IDEXX BV would
          together be entitled to receive in such quarter (the "ESTIMATED REBATE
          PAYMENT").  The Estimated Rebate Payment for any quarter shall be
          calculated by (i) multiplying the Estimated Rebate Rate in effect
          during such quarter by the total aggregate purchase price for the
          VETTEST slides purchased by IDEXX and IDEXX BV during such quarter and
          (ii) subtracting from such amount an amount equal to *** of the total
          calculated in clause (i) above.  The foregoing notwithstanding, if, in
          any calendar year, (i) IDEXX's and IDEXX BV's total aggregate slide
          orders for the immediately preceding calendar year were less than ***
          of their aggregate Purchase Forecast for such preceding calendar year
          or (ii) OCD determines, in its reasonable discretion, at anytime after
          the end of the second calendar quarter of such calendar year, that
          IDEXX and IDEXX BV are reasonably unlikely to meet their aggregate
          Purchase Forecast for such year, then OCD shall have the right to
          recalculate the Estimated Rebate Rate based on IDEXX's and IDEXX BV's
          aggregate Purchase Commitment for such year (such recalculated rate
          being hereinafter referred to as the "NEW ESTIMATED REBATE RATE").  If
          OCD elects to recalculate the Estimated Rebate Rate pursuant to the
          immediately preceding sentence, (i) OCD shall notify IDEXX in writing
          which notice shall set forth the New Estimated Rebate Rate, (ii) OCD
          shall calculate all remaining quarterly Estimated Rebate Payments
          (which may include the Estimated Rebate Payment for the second
<PAGE> 9
          calendar quarter) using the New Estimated Rebate Rate and (iii) all
          such Estimated Rebate Payments shall be made in accordance with this
          sub-clause 7.03, except that such Estimated Rebate Payments shall be
          less the amount by which the aggregate Estimated Rebate Payments
          received by IDEXX and IDEXX BV  during the then current calendar year
          exceed the aggregate Estimated Rebate Payments they would have
          received during such calendar year if the New Estimated Rebate Rate
          were in effect from the first day of such calendar year.

          Notwithstanding any provision in this Agreement to the contrary, OCD
          shall not be required to pay to IDEXX its Proportionate Share of  any
          Estimated Rebate Payments  in any calendar year if (A) any amounts
          payable to OCD from IDEXX pursuant to this Agreement are overdue,
          unless such amounts are being disputed in good faith by IDEXX, or (B)
          OCD determines in its reasonable judgment that IDEXX and IDEXX BV are
          reasonably unlikely to meet their aggregate Purchase Commitments for
          such year.  In the case of clause (B) above, OCD shall have the right
          to make such determination at any time after the end of the second
          calendar quarter of any calendar year (or at the beginning of such
          calendar year if IDEXX's and IDEXX BV's aggregate Purchase Forecast
          for such year is less than their aggregate Purchase Commitment for
          such year) provided that OCD has consulted with IDEXX and given IDEXX
          an opportunity (which opportunity shall be available for a period of
          not less than 5 business days nor more than 10 business days) to
          demonstrate its and IDEXX BV's intent and ability to meet their
          aggregate Purchase Commitments for such year.  For the avoidance of
          doubt, OCD's obligation to make any Estimated Rebate Payments shall be
          suspended during the period referred to in the immediately preceding
          sentence and the days in such period shall not be counted when
          determining the date by which the next scheduled Estimated Rebate
          Payment is due and payable.  If, after fulfilling the requirements set
          forth in this paragraph, OCD makes the determination described in
          clause (B) above, OCD (i) shall promptly notify IDEXX in writing of
          its determination and (ii) shall thereafter have the right to cease
          making Estimated Rebate Payments for the remainder of such calendar
          year.

          Not later than thirty (30) business days after the end of the last
          calendar quarter of any calendar year (or thirty days after IDEXX and
          IDEXX BV complete payment in full for slides purchased during such
          quarter, if later), OCD shall pay to IDEXX its Proportionate Share
          (based on purchases during such calendar year) of the amount by which
          (i) the Effective Rebate Rate multiplied by the total aggregate
          purchase price for VETTEST slides purchased by IDEXX and IDEXX BV
          during such calendar year exceeds (ii) the total aggregate amount of
          the Estimated Rebate Payments made by OCD to IDEXX and IDEXX BV during
          such calendar year.  If the amount in clause (ii) above exceeds the
          amount in clause (i) above, OCD shall deliver to IDEXX a written
          notice of such fact (a "REIMBURSEMENT NOTICE") and IDEXX shall pay to
          OCD, within thirty (30) days of receipt of such notice an amount in
          cash equal to its Proportionate Share of the amount of such excess.
<PAGE> 10
          Notwithstanding the foregoing, (i) if any amounts payable to OCD from
          IDEXX pursuant to this Agreement are overdue, other than amounts that
          are being disputed in good faith by IDEXX, then OCD shall be entitled
          to withhold such overdue amount (plus any accrued interest) from any
          rebate payments to which IDEXX may be entitled and (ii) if IDEXX and
          IDEXX BV do not achieve their aggregate Purchase Commitment in any
          given calendar year, then IDEXX shall return all Estimated Rebate
          Payments received from OCD for such year no later than thirty (30)
          days after the end of such calendar year.

          Any overdue payments by OCD or IDEXX of any amounts owed to the other
          pursuant to this sub-clause 7.03 shall bear interest at a rate per
          annum equal to *** **********.  Such interest shall be payable at the
          same time as the payment to which it relates and shall be calculated
          daily on the basis of a year of 365 days and the actual number of days
          elapsed.

          OCD shall prepare a remittance advice to accompany each rebate payment
          (or Reimbursement Notice), which shall set forth the reporting period
          for which the payment is made (or demanded) and a summary sheet which
          shall detail OCD's calculation of the rebate (or reimbursement).  If
          IDEXX disagrees with the rebate or reimbursement calculation, IDEXX
          shall promptly notify OCD, and the parties, together with IDEXX BV if
          appropriate, shall review the calculations together in good faith to
          agree on any appropriate corrections or adjustments.

          An illustrative representation of the foregoing rebate calculation
          methodology is attached hereto as SCHEDULE 6.

    7.04  OCD agrees to provide to IDEXX on a regular basis during the Term the
          current  average price at which OCD sells each Corresponding Slide to
          its distributors.  At IDEXX's request, but not more often than once
          per calendar year, OCD shall calculate the Weighted Average List Price
          for all Corresponding Slides.  If the Weighted Average List Price for
          VETTEST SLIDES purchased by IDEXX and its affiliates exceeds the
          Weighted Average List Price for Corresponding Slides by more than 10%,
          then all of the VETTEST single and PANELS/PROFILES slide prices to
          IDEXX shall be reduced by the percentage by which the Weighted Average
          List Price for Corresponding Slides is less than the Weighted Average
          List Price for VETTEST slides purchased by IDEXX and its affiliates.
          Such reduction shall be effective from the later of (i) twelve months
          prior to the date on which IDEXX requests OCD to calculate the
          Weighted Average List Price for Corresponding Slides or (ii) the date
          on which the average price at which OCD sells each Corresponding
          Slides to its distributors resulted in the Weighted Average List Price
          for VETTEST Slides exceeding the Weighted Average List Price for
          Corresponding Slides by more than 10%.
<PAGE> 11
          Either party may request that an accounting firm of international
          reputation, other than the principal accounting firm of either party,
          audit the other's books and records to verify the Weighted Average
          List Price and actual unit volume sales of Corresponding Slides or
          VETTEST slides, as the case may be.  Such auditor shall report to the
          parties only (a) the Weighted Average List Price and (b) the
          Applicable Percentage for each Corresponding Slide or VETTEST slide,
          as the case may be.  The prices and percentages contained in such
          auditor's report shall be deemed to be the Weighted Average List Price
          and Applicable Percentages for Corresponding Slides or VETTEST slides,
          as the case may be, respectively, hereunder until modified in
          accordance with this sub-Clause 7.04.  The fees and expenses of such
          auditor shall be borne equally by the parties.

    7.05  If OCD is entitled to a price increase pursuant to sub-Clause 7.02 and
          IDEXX is entitled to a price decrease pursuant to sub-Clause 7.04, the
          net percentage increase or decrease in price shall be used to
          calculate slide prices for the next calendar year.

8.  INVOICES AND PAYMENT

    8.01  OCD shall invoice IDEXX in respect of each order for the VETTEST
          slides upon completion by OCD of the delivery of such order.  Each
          order shall be billed by OCD under one invoice in US dollars and
          payment shall be made by IDEXX in US dollars not later than thirty
          (30) days following the date of invoice.

9.  EXCLUSIVITY

    9.01  OCD undertakes during the Term not to sell or otherwise supply the
          VETTEST slides, or any VITROS slides bar-coded for use in the VETTEST
          Analyzer (whether or not finished or complete) to any person, firm or
          company other than IDEXX or its affiliates. The provisions of this
          Clause 9.01 shall survive the termination of this Agreement UNLESS all
          of the following shall be true: (i) prior to such termination IDEXX
          (or its permitted assignees), and its affiliates shall have ceased to
          market the VETTEST slides, (ii) such cessation shall not have been a
          consequence of action by OCD, and (iii) OCD shall have complied with
          its obligations under this Agreement prior to such termination.

    9.02  IDEXX undertakes during the Term to purchase slides for use in the
          VETTEST analyzer only from OCD or IDEXX BV, to the extent that the
          desired chemistries are available from OCD.

    9.03  IDEXX shall use its best endeavors to ensure that the VETTEST slides
          are sold to end users for use in the veterinary market and not in the
          human biomedical market.
<PAGE> 12
    9.04  This Agreement shall not restrict OCD from selling VITROS slides to
          the veterinarian market.

    9.05  This Agreement shall not restrict OCD from developing an analyzer
          other than the DT60 for sale by OCD to the veterinarian market for use
          with VITROS slides.

    9.06  This Agreement shall not restrict OCD from selling VITROS slides to
          other manufacturers wishing to develop and market an analyzer for use
          with VITROS slides for applications outside the veterinarian market.

    9.07  OCD shall use all commercially reasonable efforts to (i) ensure that
          neither VITROS slides (including without limitation VITROS slides to
          which bar coding for use in the VETTEST analyzer has been added) nor
          any other product manufactured by or for Johnson & Johnson or its
          affiliates is supplied, marketed, distributed or sold for use in the
          VETTEST analyzer and (ii) promptly enjoin or otherwise terminate any
          such supplying, marketing, distribution or sale.  The commercial
          reasonableness of OCD's efforts shall be determined solely with regard
          to the relationship between the parties set forth in this Agreement,
          and not with regard to OCD's or Johnson & Johnson's business as a
          whole.  Notwithstanding the foregoing, OCD's obligation to use
          commercially reasonable efforts for the purposes of this sub-Clause
          9.07 shall not include any obligation to reduce non-VETTEST VITROS
          slide prices.

          OCD shall include a provision in future supply and distributor
          contracts that if a customer opens a mainframe slide cartridge and
          uses the slides individually, or otherwise repackages or modifies OCD
          slides for a use other than for which the slides are sold by OCD, such
          activity, if not ceased upon notice, shall give OCD the right to
          terminate such contract.  OCD will exercise such right where the
          customer does not cease such activity after due notice.  OCD and IDEXX
          shall also reasonably cooperate in efforts to stop any such
          unauthorized slide repackaging or modification, where the modified or
          repackaged slides are supplied, marketed or sold for use in VETTEST
          analyzer.  The failure of OCD to exert commercially reasonable efforts
          as contemplated by this sub-Clause 9.07 shall in no event be deemed to
          be a breach of this Agreement by OCD but shall give IDEXX the right,
          as its exclusive remedy for such failure, to terminate any obligations
          it may have pursuant to sub-Clause 5.01, the first two of paragraphs
          of sub-Clause 5.02 and Schedule 4 [7] of this Agreement, effective
          immediately upon written notice to OCD.
<PAGE> 13
10. MARKETING ARRANGEMENTS

    10.01 IDEXX will be responsible for all marketing arrangements for the
          VETTEST analyzer and the VETTEST slides.  IDEXX may appoint any of
          OCD's medical/surgical dealers as distributors of or agents for the
          VETTEST analyzer and the VETTEST slides but will not be obliged to do
          so.

    10.02 IDEXX will be responsible for the establishment of dealer performance
          criteria for all dealers including OCD's medical/surgical dealers (if
          any are appointed by IDEXX as distributors of the VETTEST analyzer and
          the VETTEST slides).

    10.03 IDEXX will keep OCD informed of and consult with OCD as to marketing
          arrangements for the VETTEST analyzer and the VETTEST slides but will
          not be obligated to OCD beyond the terms of this Agreement in
          connection with such marketing arrangements.

11. SALES SUPPORT

    11.01 IDEXX will be responsible for all necessary sales support for the
          VETTEST analyzer and the VETTEST slides.

    11.02 OCD's sole obligation in respect of sale support shall be at its own
          expense to assist IDEXX in resolving specific problems exhibited by
          the VETTEST slides.

12. TESTING

    12.01 OCD shall disclose to IDEXX its quality assurance procedures used in
          final evaluation of the VETTEST slides and full particulars thereof as
          set out in the VETTEST Slide Quality Assurance Procedures forming
          SCHEDULE 4 to this Agreement.  OCD shall operate such quality
          assurance procedures in accordance with SCHEDULE 4.

    12.02 Upon prior written notice from IDEXX, OCD shall grant authorized
          representatives of IDEXX access to that part of OCD production
          facilities which conducts final evaluation of the VETTEST slides for
          the purpose of enabling such representatives to monitor the
          application by OCD of the VETTEST Slide Quality Assurance Procedures
          set out in SCHEDULE 4.  Such access shall be granted by OCD to IDEXX
          and IDEXX BV no more than twice in any twelve-month period, and shall
          be limited to such final evaluation facilities.

13. BAR CODING AND PACKAGING

    13.01 The VETTEST slides shall be printed by OCD with special bar coding for
          use in the VETTEST analyzer.
<PAGE> 14
    13.02 OCD shall package the VETTEST slides and tips in the physical manner
          as used for the VITROS slides and tips at the time of packaging of the
          VETTEST slides and tips.  In the event of a change in VITROS slide or
          tip packaging which has an impact on the VETTEST slide or tip
          packaging, OCD shall notify IDEXX as early as practicable of the
          relevant particulars of such change.

    13.03 OCD shall furnish on a timely basis to IDEXX drawings and information
          describing the geometry and the materials of labels for the VETTEST
          slide wrap, the slide and tip cartons, and the case for the purpose of
          developing the label content and art work for such packaging.  IDEXX
          shall be responsible for developing all such label content and art
          work, which shall require the approval of OCD.  The parties shall
          cooperate to settle the form and appearance of label content and art
          work which, save as authorized by sub-Clause 14.01 below, shall not
          include any trademarks, trade names, or trade dress of OCD.  IDEXX
          shall furnish such label content and art work to OCD on a timely
          basis, and such label content and art work shall not be changed at any
          time during the Term without the prior agreement of the parties.

    13.04 OCD shall be responsible for incorporating the art work described in
          sub-Clause 13.03 above into the packaging of the VETTEST slides and
          tips.

14. TRADE MARKS AND TRADE NAMES

    14.01 OCD expressly authorizes IDEXX to use the phrase "manufactured by
          Ortho-Clinical Diagnostics, Inc. for IDEXX (IDEXX ADDRESS)" on
          packaging of the VETTEST slides.  No other uses of OCD's trademarks,
          trade names or trade dress are authorized by this Agreement.

    14.02 IDEXX shall neither acquire, nor claim any right, title or interest in
          or to any of OCD's trade marks or trade names by virtue of this
          Agreement or through advertising and sale of the VETTEST analyzer or
          the VETTEST slides or otherwise.

15. PATENT INDEMNITIES

    15.01 OCD shall hold IDEXX harmless for all loss, damage, cost and expense
          whatsoever, including legal fees, patent attorney's fees and court
          costs that IDEXX may incur or become liable for as a result of any
          action, suit or claim alleging infringement of any patent held by a
          third party arising form the use and/or sale of the VETTEST slides or
          tips to the extent that such action, suit, or claim relates in a
          material way to the specification for the VITROS slides or tips or to
          any OCD patent.  If as a result of any judgment or settlement it is
          determined that a claim or claims of a third party patent is infringed
          by the use and/or sale of the VETTEST slides or tips as aforesaid and
<PAGE> 15
          IDEXX is required to make any payments to any third party as a result
          thereof, IDEXX may off-set all such payments against any present
          and/or future payments to be made to OCD hereunder.

    15.02 IDEXX shall hold OCD harmless for all loss, damage, cost and expense
          whatsoever, including legal fees, patent attorney's fees and court
          costs that OCD may incur or become liable for as a result of any
          action, suit or claim alleging infringement of any patent held by a
          third party arising from either the manufacture, use or sale of the
          VETTEST slides or tips to the extent that the VETTEST slides or tips
          differ from the VITROS slides or tips or the manufacture use or sale
          of the VETTEST analyzer.

16. WARRANTY, LIABILITY AND INDEMNIFICATION

    16.01 OCD hereby warrants that:

          (a)  the VETTEST slides delivered to IDEXX shall be in compliance with
               SCHEDULE 4, and

          (b)  the packaging of the VETTEST slides and tips shall be undamaged
               at delivery.

    16.02 In the event of a breach on the part of OCD of sub-Clause 16.01 above,
          OCD's liability shall be limited to the replacement of the VETTEST
          slides or tips found to be defective, including shipping costs for
          return of defective slides or tips and delivery of replacement slides
          or tips.

    16.03 OCD's liability as stated in sub-Clause 16.02 shall be subject to the
          following conditions:

          (a)  IDEXX shall notify OCD promptly of any noncompliance contrary to
               sub-Clause 16.01(a) or damage contrary to sub-Clause 16.01(b).

          (b)  IDEXX and its transferees shall not alter or modify the VETTEST
               slides or packaging of the VETTEST slides or tips without prior
               approval of OCD.

    16.04 Except as provided in this Clause 16 there are no other warranties,
          express or implied, including warranties for fitness for any
          particular use of merchantability.

    16.05 Subject to Clause 15, IDEXX hereby indemnifies and holds harmless OCD
          from any against any claim, loss, damage, or expense (including
          attorney's fees) with respect to any physical injury to persons,
          animals or property arising out of or in connection with IDEXX's use
          or sale of the VETTEST analyzer or the VETTEST slides, including any
          claimed infringement of any trademark (except OCD's own trademark),
          trade dress, trade secret, or copyright, and IDEXX shall assume the
<PAGE> 16
          defense of any action or suit brought against OCD and the disposition
          of such action or suit.  IDEXX shall notify OCD at the commencement of
          any such action or suit and in the event of any adverse judgment which
          prevents the sale or use of the VETTEST analyzer or the VETTEST
          slides.  In addition, IDEXX shall obtain advance written approval of
          OCD prior to entering into any settlement of any such action or suit
          which limits OCD's rights under this Agreement.

17. SECRECY

    17.01 Each of IDEXX and OCD agrees to protect confidential information
          disclosed to it upon terms set out in SCHEDULE 2 attached hereto.

18. PERIOD OF AGREEMENT

    18.01 This Agreement shall commence on the Commencement Date and, subject to
          satisfaction of the quantity requirements set out in Clause 5 above,
          shall continue throughout the Term.

    18.02 Between twelve (12) and six (6) calendar months prior to the end of
          the Term, the parties shall meet to extend this Agreement.  Such
          extension is to be for a term of five (5) years and include provision
          for further extension.

19. TERMINATION

    19.01 This Agreement may be terminated by either party in any of the
          following events:

          (a)  If the other party is guilty of gross or persistent breaches of
               the terms of this Agreement, which breaches are not remedied to
               the satisfaction of the other party after ninety (90) days notice
               in writing to do so.  Any such breach shall entitle the innocent
               party to terminate this Agreement by notice in writing which
               notice shall be effective at the end of ninety (90) days
               following the date of such notice.

          (b)  If the other party becomes insolvent or compounds with its
               creditors or goes into liquidation (other than for the purposes
               of corporate reorganization) then the innocent party may
               terminate this Agreement by notice in writing which shall have
               immediate effect.

    19.02 Changes in the equity ownership or corporate reorganizations of either
          party shall not be grounds for termination of this Agreement, except
          that OCD may terminate this Agreement at its sole discretion in the
          event that more than 40% of the outstanding capital stock of IDEXX is
          transferred to a competitor of the diagnostic division of OCD.
<PAGE> 17
    19.03 OCD shall have the right to terminate this Agreement upon five years'
          prior written notice to IDEXX in the event OCD elects to cease the
          manufacture and sale of dry slide diagnostic products.  The minimum
          purchase obligations of IDEXX shall terminate upon delivery of such a
          notice of termination.

    19.04 IDEXX shall have the right to terminate any obligations it may have
          pursuant to sub-Clauses 5.01 and 5.02 and SCHEDULE 4 [7] of this
          Agreement upon prior written notice to OCD of either (a) two full
          calendar years, if IDEXX commits to OCD that it shall not supply
          competing clinical chemistry diagnostic products to the veterinarian's
          office market, or (b) four full calendar years.  Upon the commencement
          of the first full calendar year of a notice period pursuant to the
          preceding sentence, sub-Clauses 7.03, 7.04 and 7.05 and the last
          sentence of sub-Clause 7.02 shall be terminated, except for any
          previously accrued obligation of OCD to provide a credit rebate
          pursuant to sub-Clause 7.03 for the immediately preceding calendar
          year.

    19.05 This Agreement shall terminate automatically upon any termination of
          the Europe Agreement.

20. FORCE MAJEURE

    20.01 In the event of force majeure, OCD shall be entitled to extend the
          time of delivery for any outstanding order by the period during which
          such force majeure prevails, plus a reasonable start-up period.  Force
          majeure shall include any circumstances beyond OCD's control.

    20.02 Upon the cessation of the force majeure event, then without prejudice
          to any lawful reduction in the obligations of OCD by reason of the
          occurrence of such force majeure, OCD shall use its best endeavors to
          make up any lost time.

21. GOVERNING LAW

    21.01 The construction, validity and performance of this Agreement shall be
          governed in all respects by the laws of the State of New York, USA.

22. SEVERABILITY

    22.01 Any term or provision of this Agreement that is invalid or
          unenforceable in any situation in any jurisdiction shall not affect
          the validity or enforceability of the remaining terms and provisions
          hereof or the validity or enforceability of the offending term or
          provision in any other situation or in any other jurisdiction.  If the
          final judgment of a court of competent jurisdiction declares that any
          term or provision hereof is invalid or unenforceable, then the parties
          agree that the court making the determination of invalidity or
          unenforceability shall have the power to reduce the scope, duration,
          or area of the term or provision, to delete specific words or phrases,
<PAGE> 18
          or to replace any invalid or unenforceable term or provision with a
          term or provision that is valid and enforceable and that comes closest
          to expressing the intention of the invalid or unenforceable term or
          provision, and this Agreement shall be enforceable as so modified
          after the expiration of the time within which the judgment may be
          appealed.

23. WAIVERS

    23.01 Failure of either party to this Agreement to insist upon strict
          observance or compliance with all its terms and conditions in one or
          more instances shall not be deemed to be a waiver of its right to
          insist upon such observance or compliance with such term or condition
          or with any other terms or conditions hereof in the future.

24. PRIOR AGREEMENTS; INTERPRETATION

    24.01 This Agreement shall take effect in substitution for all or any
          previous Agreements relating to the subject matter hereof whether the
          same are formal agreements or agreements that would be inferred from
          the parties' correspondence or conduct and all or any such agreements
          shall be deemed to have been terminated by mutual consent on the
          Commencement Date; provided, however, that nothing contained herein
          shall be deemed to modify or terminate the Europe Agreement, except
          that the Purchase Commitments and Purchase Forecasts referred to in
          Clause 5 and in SCHEDULE 4 of this Agreement and the Europe Agreement
          represent the aggregate commitments and forecasts of IDEXX and IDEXX
          BV and not the individual commitments and forecasts of IDEXX BV under
          the Europe Agreement or IDEXX under this Agreement.

25. ENTIRE AGREEMENT

    25.01 This Agreement, together with the Europe Agreement and that certain
          Operations Agreement of even date among the parties and IDEXX BV,
          constitutes the complete agreement of the parties concerning the
          arrangements between the parties and supersedes all prior agreements
          between the parties, including without limitation that certain Supply
          Agreement dated January 15, 1992 and all amendments thereto; and the
          parties shall not be liable for or bound in any manner by any
          representations, guarantees or commitments except as expressly
          provided herein.

26. ALTERATION OR MODIFICATION

    26.01 No alteration, amendment or modification to this Agreement or the
          attached Schedules shall be of any force or effect unless in writing
          and signed by both parties, except that during the Term of this
          Agreement, SCHEDULES 3, 4 and 5 may from time to time be amended by
          written agreement signed by IDEXX and IDEXX BV and the OCD Clinical
<PAGE> 19
          Products' representative designated in Clause 29 of the Agreement.  No
          modification shall be effected by the acknowledgement or acceptance of
          purchase order forms or order confirmations or invoices or other
          documents containing different conditions.

27. ASSIGNMENT

    27.01 This Agreement shall not be capable of assignment by either party to a
          company of which it owns less than a majority or which owns less than
          a majority of the party save in the case of (i) an assignment at OCD's
          sole discretion as a result of OCD's divestiture of its VITROS
          business or (ii) a sale by IDEXX and IDEXX BV of all or substantially
          all of their assets to an entity which is not a competitor of the
          diagnostic division of OCD.

28. GOVERNING LANGUAGE

    28.01 [Reserved]

29. NOTICES

    29.01 Any notice, statement or other communication to be given by one party
          to the other hereunder may be given by registered mail, airmail or
          telex to the party concerned at the addresses set out below:

          Ortho-Clinical Diagnostics, Inc.
          1001 US Highway 202
          Raritan, New Jersey 08869, USA
          For the attention of:  Vice President, Sales & Marketing

          With a copy to:
          Johnson & Johnson
          One Johnson & Johnson Plaza
          New Brunswick, New Jersey 08933, USA
          For the attention of:  Office of General Counsel

          IDEXX Laboratories, Inc.
          One IDEXX Drive
          Westbrook, Maine 04092, USA
          For the attention of:  President and Office of General Counsel

          It is understood that by written notice to IDEXX signed by OCD, OCD
          may from time to time during the Term of this Agreement change its
          representative designated (i) to receive notice hereunder and (ii) to
          amend certain Schedules hereto as set forth in Clause 26 of this
          Agreement.
<PAGE> 20
    29.02 Any notice, payment or communication so given or made shall be deemed
          to have been received at the time when in the ordinary course of
          transmission the same should have reached its destination.  Either
          party may change its address for the purpose of this Agreement by
          giving notice of such change to the other party pursuant to the
          provisions of this Clause.  For purposes of this Clause 29.02, notice
          given by OCD to IDEXX BV under the Europe Agreement shall be deemed
          given to IDEXX.

30. DISPUTES

          Any and all disputes, controversies or differences between the parties
          hereto arising out of or in relation to or in connection with this
          Agreement, or the breach hereof, which cannot be settled amicably
          through negotiations between the parties hereto, shall be submitted to
          and settled by arbitration.  Such arbitration shall be conducted in
          New York, New York in accordance with the rules then obtaining of the
          American Arbitration Association ("AAA") by a panel of three
          arbitrators selected from the National Panel of Arbitrators of the
          AAA.  If the parties cannot agree on three arbitrators, the AAA shall
          select one or more arbitrators as necessary to complete the panel.
          Reasonable discovery shall be permitted in connection with the
          arbitration proceeding, and the arbitrators shall apply the
          substantive laws of the State of New York except that the
          interpretation and enforcement of this arbitration provision shall be
          governed by the Federal Arbitration Act.  Any award rendered in any
          such arbitration shall be final and binding upon both parties hereto
          and judgment upon the award rendered by the panel of arbitrators may
          be entered in any court having jurisdiction over the party against
          whom the award is to be enforced.  Each party shall bear its own costs
          in connection with any such arbitration, and any costs of the
          arbitrators or the AAA shall be borne equally by the parties.  The
          arbitrators shall have no authority to assess or award punitive,
          incidental or consequential damages, and each party hereby waives its
          rights to any such damages.

31. 1999 REBATE

          If during calendar year 1999 IDEXX and IDEXX BV sell worldwide, in the
          aggregate, any of the total slide volumes set forth below (counting
          both single slides and PANELS/PROFILES slides), IDEXX shall be
          entitled to a cash rebate in the amount of its Proportionate Share
          (based on sales during 1999) of the amount set forth opposite such
          sales volume:

           1999 Worldwide Slide Sales        Total Cash Rebate
                  ***********                       **
            ***********************            ************
            ***********************            ************
                  ***********                  ************
<PAGE> 21
          The cash rebates above are not incremental or cumulative.  For the
          avoidance of doubt, the maximum rebate payment that IDEXX and IDEXX BV
          could qualify for in the aggregate under this Clause 31 is
          ************.  IDEXX shall provide OCD with aggregate estimated sales
          volume information for calendar year 1999 not later than December 15,
          1999.  Not later than January 31, 2000, IDEXX shall provide OCD with
          aggregate 1999 actual slide sales volume information and, at any time
          that OCD may reasonably request, any other supporting information or
          documentation that OCD may reasonably request.  OCD shall calculate
          IDEXX's rebate accordingly, and shall remit to IDEXX its Proportionate
          Share of the total rebate amount not later than (i) February 15, 2000
          or, if later, (ii) five (5) business days after receipt by OCD, to its
          reasonable satisfaction, of all information which it requested
          pursuant to the immediately preceding sentence.  Any overdue payments
          by OCD shall bear interest at a rate per annum equal to **********.
          Such interest shall be payable at the same time as the payment to
          which it relates and shall be calculated daily on the basis of a year
          of 365 days and the actual number of days elapsed.
<PAGE> 22
     IN WITNESS WHEREOF and intending to be legally bound, the parties hereto
have caused this Agreement to be duly executed in duplicate by their respective
authorized representatives the day and year first written above.

ORTHO-CLINICAL                          IDEXX LABORATORIES, INC.
DIAGNOSTICS, INC.


By:  /s/ David A. Rowan                 By:  /s/ Louis W. Pollock
   ----------------------------            -----------------------------
     David A. Rowan,                         Louis W. Pollock,
     Vice President, Corporate Accounts      President,
                                             Professional Office Diagnostics
                                             Division



By:  /s/ Catherine M. Burzik
   ----------------------------
     Catherine M. Burzik
     President, Americas
     Ortho-Clinical Diagnostics, Inc.


<PAGE> 23

           SCHEDULE 1 - VETTEST(R) SLIDE QUALITY ASSURANCE PROCEDURES

INTRODUCTION

The following procedure constitutes a generic overview of the quality assurance
provisions for finishing of VITROS slides and applies in like manner to product
release for the VETTEST slides.

VETTEST SLIDE QUALITY ASSURANCE

VETTEST slides will be produced to the same quality standards as VITROS and DT
60 slides for OCD's human market unless otherwise agreed to by IDEXX.

BAR CODING

Bar code printing on the VETTEST slides will render the VETTEST slides
incompatible with use in VITROS analyzers.  OCD will reserve certain number
sequences for generation of the bar code patterns on the VETTEST slides.
<PAGE> 24
                                   SCHEDULE 2

     Section 1.  OBLIGATION TO KEEP INFORMATION CONFIDENTIAL.  Each party agrees
to hold, and will use its best efforts to cause its respective officers,
directors, employees, accountants, counsel, consultants, advisors and agents to
hold, in confidence all documents and information concerning the other party,
whether oral or written, furnished or made known to such party in connection
with the performance of the Agreement; PROVIDED that no party shall be required
to keep any information confidential (i) if such party is compelled to disclose
such information by judicial or administrative process or by other requirements
of law and such party has provided prior written notice to the other party and
given such other party reasonable opportunity to contest disclosure or (ii) to
the extent such information can be shown to have been (A) previously known to
such party on a nonconfidential basis, (B) in the public domain through no fault
of such party, (C) later lawfully acquired from a third party source or (D)
indepedently developed by such party without reference to confidential
information.  The foregoing notwithstanding, any party may disclose information
concerning the other party to its officers, directors, employees, accountants,
counsel, consultants, advisors and agents in connection with its performance of
the Agreement so long as such persons are informed by such party of the
confidential nature of such information and are directed by such party to treat
such information confidentially, it being understood and agreed that such party
shall be responsible for any failure to treat such information confidentially by
such persons.  The obligation of each party to hold any information in
confidence shall be satisfied if it exercises the same care with respect to such
information as it would to preserve the confidentiality of its own similar
information.
     Section 2.  DURATION.  The confidentiality provisions of this SCHEDULE 2
shall remain in effect for so long as the Agreement is in effect and for a
period of three (3) years thereafter.

     Section 3.  GOVERNING LAW. The construction, validity and performance of
this SCHEDULE 2 shall be governed in all respects by the laws of the State of
New York, USA.

     Section 4.  NOTICES.  Any notices required to be given under this
SCHEDULE 2 shall be given in the manner specified by sub-Clause 29 of the
Agreement.

<PAGE> 25


                          SCHEDULE 3 - PANELS/PROFILES

The initial PANEL shall be the "Young Presurgical Panel" consisting of four sets
of the following six VETTEST slides:
<TABLE>
<C>               <C>
BUN               Urea Nitrogen
ALT               Alanine aminotransferase
GLU               Glucose
TP                Total protein
CREA              Creatinine
ALKP              Alkaline phosphatase
</TABLE>
The initial PROFILES shall be the "General Health Profile" and the "Large Animal
Profile", each consisting of two sets of 12 VETTEST slides as follows:
<TABLE>
General Health Profile                       Large Animal Profile
<S>         <C>                              <C>        <C>
ALB         Albumin                          ALB        Albumin
ALKP        Alkaline phosphatase             ALKP       Alkaline phosphatase
ALT(SGPT)   Alanine aminotransferase         AST        AST
AMYL        Amylase                          Ca2+       Calcium
Ca2+        Calcium                          CK         CK
CHOL        Cholesterol                      GGT        Gamma GT
CREA        Creatinine                       GLU        Glucose
GLU         Glucose                          PHOS       Inorganic phosphate
PHOS        Inorganic phosphate              LDH        LDH
TBIL        Total bilirubin                  MG         Magnesium
TP          Total protein                    TP         Total Protein
BUN         Urea Nitrogen                    BUN        Urea Nitrogen
</TABLE>
Packaging for the Young Presurgical Panels, the General Health Profiles and the
Large Animal Profiles has been previously agreed upon by the parties, and any
changes to the slide composition or packaging of the initial PANEL or the
initial PROFILES shall be negotiated in good faith and mutually agreed upon by
OCD and IDEXX.  The slide composition, packaging and initial pricing of any
additional PANELS/PROFILES shall be mutually agreed upon by OCD and IDEXX.
Unless otherwise agreed by the parties in writing with respect to one or more
specific PANELS or PROFILES, all purchases by IDEXX or IDEXX BV of VETTEST
slides packaged as PANELS/PROFILES shall be credited against the Purchase
Forecasts and Purchase Commitments for such slides under this Agreement and the
Europe Agreement.

<PAGE> 26

                       SCHEDULE 4 - PURCHASE COMMITMENTS
<TABLE>
<CAPTION>

                 Year             Minimum Slide Purchase
                                 Commitment (in millions)
                 <S>                        <C>
                 1999                       **
                 2000                       **
                 2001                       **
                 2002                       **
                 2003                       **
                 2004                       **
                 2005                       **
                 2006                       **
                 2007            See Agreement sub-Clause
                 2008            5.01
                 2009
                 2010



<PAGE> 27

</TABLE>
<TABLE>
<CAPTION>

                        SCHEDULE 5 - PRODUCTS AND PRICES

                            (AS OF JANUARY 1, 1999)

Sales Region                                    US Sales          Asian Sales
------------                                    --------          -----------
Customer Number                                 ********            ********

                                               US Pricing
Single Slides (Bx 25)   Catalog Number   >1500 bxs*  <1500 bxs*  Asian Pricing
---------------------   --------------   ----------  ----------  -------------
<S>                        <C>             <C>         <C>           <C>
Albumin                    ********        ******      ******        ******
Alk Phos                   ********        ******      ******        ******
ALT                        ********        ******      ******        ******
Ammonia                    ********        ******      ******        ******
Amylase                    ********        ******      ******        ******
AST                        ********        ******      ******        ******
Calcium                    ********        ******      ******        ******
Cholesterol                ********        ******      ******        ******
CK                         ********        ******      ******        ******
Creatinine                 ********        ******      ******        ******
ECO2                       ********        ******      ******        ******
Gamma GT                   ********        ******      ******        ******
Glucose                    ********        ******      ******        ******
LDH                        ********        ******      ******        ******
Lipase                     ********        ******      ******        ******
Magnesium                  ********        ******      ******        ******
Phosphorus                 ********        ******      ******        ******
Total Bilirubin            ********        ******      ******        ******
Total Protein              ********        ******      ******        ******
Triglycerides              ********        ******      ******        ******
Urea Nitrogen              ********        ******      ******        ******
Uric Acid                  ********        ******      ******        ******

Profile Slides (Bx 24)  Catalog Number         US Pricing        Asian Pricing
----------------------  --------------         ----------        -------------
General Health Profile     ********              ******               ******
Young Presurgical Panel    ********              ******               ******
Large Animal Profile       ********              ******               ******


Other                   Catalog Number         WW Pricing
-----                   --------------         ----------
Vetrols                    ********              ******
Tips                       ********              ******

</TABLE>

                            * per chemistry per order


<PAGE> 28

                 SCHEDULE 6 - ILLUSTRATIVE REBATE CALCULATIONS


The Estimated Rebate Payments will be calculated for each of the first three
calendar quarters using the Effective Rebate Rate, as described more fully in
sub-clause 7.03 of the Agreement.  Any required adjustments will be made at the
end of the fourth calendar quarter, in accordance with sub-clause 7.03 of the
Agreement.

EXAMPLE:  THE AGGREGATE PURCHASE FORECAST FOR IDEXX AND IDEXX BV IN A GIVEN YEAR
IS ** MILLION SLIDES; PRICING IS *****/SLIDE; BLENDED REBATE PERCENTAGE RATE IS
****, AS FOLLOWS:

     ********************** million slides * *** = *** million slides
     *********************** million slides * *** = *** million slides
     *********************** million slides * *** = *** million slides
     *********************** million slides * *** = *** million slides
     ************************ million slides * *** = ***** million slides
     --------------------------------------------------------------------
     Total Slides Eligible for Rebate = ***** million slides

     EFFECTIVE REBATE = TOTAL SLIDES ELIGIBLE FOR REBATE / TOTAL PURCHASES =
     **********.


ACTUAL AGGREGATE VOLUME PURCHASED BY IDEXX AND IDEXX BV EQUALS VOLUME PROJECTED
AT THE BEGINNING OF THE YEAR.
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------
          Actual  Purchases  Effective      Calculated  20% Holdback Rebate Paid
          Qtrly.    ($MM)      Rebate      Rebate Each   (millions)  (millions)
           Vol.             %(80MM Vol.) Qtr. (millions)
        (millions)
--------------------------------------------------------------------------------
<S>         <C>     <C>         <C>            <C>           <C>        <C>
1st Qtr     **      ****        ****           ****          ****       ****
2nd Qtr     **      *****       ****           ****          ****       ****
3rd Qtr     **      *****       ****           ****          ****       ****
4th Qtr     **      *****       ****           ****          ****       ****
            --      -----                      ----          ----       ----
            **      *****                      ****          ****       ****
                                True-up:      *****                     ****
                                              -----                     ----

                                  Total:       ****                     ****
                                         ===============            ===========
</TABLE>

ACTUAL AGGREGATE VOLUME PURCHASED BY IDEXX AND IDEXX BV IS GREATER THAN VOLUME
PROJECTED AT THE BEGINNING OF THE YEAR.
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------
          Actual  Purchases  Effective   Calculated   20% Holdback Rebate Paid
          Qtrly.    ($MM)      Rebate    Rebate Each   (millions)   (millions)
           Vol.            %(80MM Vol.) Qtr. (millions)
        (millions)
--------------------------------------------------------------------------------
<S>         <C>     <C>        <C>          <C>            <C>          <C>
1st Qtr     *       ****       ****         ****           ****         ****
2nd Qtr     **     *****       ****         ****           ****         ****
3rd Qtr     **     *****       ****         ****           ****         ****
4th Qtr     **     *****       ****         ****           ****         ****
            --     -----                    ----           ----         ----
            **     *****                    ****           ****         ****
                               True-up:     ****                        ****
                                            ----                        ----
                               Total:       ****                        ****
                                          ========                    ========
</TABLE>
<PAGE> 29
ACTUAL AGGREGATE VOLUME PURCHASED BY IDEXX AND IDEXX BV IS LOWER THAN VOLUME
PROJECTED AT THE BEGINNING OF THE YEAR.
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------
          Actual  Purchases  Effective      Calculated  20% Holdback Rebate Paid
          Qtrly.    ($MM)      Rebate      Rebate Each   (millions)  (millions)
           Vol.             %(80MM Vol.) Qtr. (millions)
        (millions)
--------------------------------------------------------------------------------
<S>         <C>     <C>         <C>            <C>           <C>      <C>
1st Qtr     **      ****        ****           ****          ****     ****
2nd Qtr     **      *****       ****           ****          ****     ****
3rd Qtr     **      *****       ****           ****          ****     ****
4th Qtr     **      *****       ****           ****          ****     ****
            --      -----                      ----          ----     ----
            **      *****                      ****          ****     ****
                                True-up:      ******                  ****
                                              ------                  ----
                                  Total:       ****                   ****
                                         ===============             =====
</TABLE>

CALCULATION OF IDEXX'S PROPORTIONATE SHARE OF REBATE (ASSUMING ACTUAL AGGREGATE
VOLUME PURCHASED BY IDEXX AND IDEXX BV EQUALS VOLUME PROJECTED AT THE BEGINNING
OF THE YEAR):

ASSUMPTIONS:
     Number of slides purchased by IDEXX and its wholly-owned subsidiaries other
     than IDEXX BV:  ********** slides
     Total number of slides purchase by IDEXX and its wholly-owned subsidiaries:
     ********** slides
     Total rebate earned:  ************

CALCULATION:
IDEXX's rebate equals:*********************************************************

</TEXT>
</DOCUMENT>
</SUBMISSION>
