SC 13D/A

 
 
 
SCHEDULE 13D 
 
Amendment No. 2 
Physicians Clinical Laboratory Incorporated 
common stock  
Cusip # 71940R104 
 
 
Cusip # 71940R104 
Item 1:	Reporting Person - FMR Corp. - (Tax ID:  04- 
2507163) 
Item 4:	PF 
Item 6:	Commonwealth of Massachusetts 
Item 7:	508,950 
Item 8:	None 
Item 9:	508,950 
Item 10:	None 
Item 11:	508,950 
Item 13:	7.76% 
Item 14:	HC 
 
 
PREAMBLE 
 
	The filing of this Schedule 13D is not, and should not  
be deemed to be, an admission that such Schedule 13D is  
required to be filed.  See the discussion under Item 2. 
 
Item 1.	Security and Issuer. 
 
	This statement relates to shares of the common stock,  
$0.01 par value (the "Shares") of Physicians Clinical  
Laboratory Incorporated, a Delaware corporation (the  
"Company").  The principal executive offices of the Company  
are located at 2495 Natomas Park Drive, Sacramento, CA  
95833. 
 
Item 2.	Identity and Background. 
 
	Item 2 is amended as follows: 
 
	This statement is being filed by FMR Corp., a  
Massachusetts Corporation ("FMR").  FMR is a holding company  
one of whose principal assets is the capital stock of a  
wholly-owned subsidiary, Fidelity Management & Research  
Company ("Fidelity"), which is also a Massachusetts  
corporation.  Fidelity is an investment advisor which is  
registered under Section 203 of the Investment Advisors Act  
of 1940 and which provides investment advisory services to  
more than 30 investment companies which are registered under  
Section 8 of the Investment Company Act of 1940 and serves  
as investment advisor to certain other funds which are  
generally offered to limited groups of investors (the  
"Fidelity Funds").  Fidelity Management Trust Company  
("FMTC"), a wholly-owned subsidiary of FMR Corp. and a bank  
as defined in Section 3(a)(6) of the Securities Exchange Act  
of 1934, serves as trustee or managing agent for various  
private investment accounts, primarily employee benefit  
plans and serves as investment adviser to certain other  
funds which are generally offered to limited groups of  
investors (the "Accounts").  Various directly or indirectly  
held subsidiaries of FMR are also engaged in investment  
management, venture capital asset management, securities  
brokerage, transfer and shareholder servicing and real  
estate development.  The principal offices of FMR, Fidelity,  
and FMTC are located at 82 Devonshire Street, Boston,  
Massachusetts 02109. 
 
	Members of the Edward C. Johnson 3d family are the  
predominant owners of Class B shares of common stock of FMR  
representing approximately 49% of the voting power of FMR.   
Mr. Johnson 3d owns 12.0% and Abigail Johnson owns 24.5% of  
the aggregate outstanding voting stock of FMR.  Mr. Johnson  
3d is the Chairman of FMR.  The Johnson family group and all  
other Class B shareholders have entered into a shareholders'  
voting agreement under which all Class B shares will be  
voted in accordance with the majority vote of Class B  
shares.  Accordingly, through their ownership of voting  
common stock and the execution of the shareholders' voting  
agreement, members of the Johnson family may be deemed,  
under the Investment Company Act of 1940, to form a  
controlling group with respect to FMR.  The business address  
and principal occupation of Mr. Johnson 3d is set forth in  
Schedule A hereto. 
 
	The Shares to which this statement relates are owned  
directly by two of the Accounts. 
 
	The name, residence or business address, principal  
occupation or employment and citizenship of each of the  
executive officers and directors of FMR are set forth in  
Schedule A hereto. 
 
	Within the past five years, none of the persons named  
in this Item 2 or listed on Schedule A has been convicted in  
any criminal proceeding (excluding traffic violations or  
similar misdemeanors) or has been a party to any civil  
proceeding and as a result thereof was or is subject to any  
judgment, decree or final order enjoining future violations  
of, or prohibiting or mandating activities subject to  
federal or state securities laws or finding any violations  
with respect to such laws. 
 
Item 3.	Source and Amount of Funds or Other Consideration. 
 
	Item 3 is amended as follows: 
 
	The Fidelity Funds which own or owned Shares purchased  
in the aggregate 334,836 Shares for cash in the amount of  
approximately $1,302,838, including brokerage commissions.   
The Fidelity Funds used their own assets in making such  
purchase and no part of the purchase price is represented by  
borrowed funds.  Proceeds from 254,475 Shares sold  
aggregated approximately $830,481.  
 
	The Accounts of FMTC which own or owned Shares  
purchased in the aggregate 843,786 Shares for cash in the  
amount of approximately $2,857,810, including brokerage  
commissions.  The Accounts used their own assets in making  
such purchase and no part of the purchase price is  
represented by borrowed funds.  Proceeds from 254,475 Shares  
sold aggregated approximately $830,481.   
 
	On March 1, 1996, the Shares beneficially owned by the  
Fidelity Funds and Accounts decreased by 160,722 Shares as a  
result of the event described in Item 5(c) below. 
 
Item 4.	Purpose of Transaction. 
 
	Item 4 is amended as follows: 
 
	The purpose of Fidelity and FMTC in having the Fidelity  
Funds and the Accounts purchase Shares is to acquire an  
equity interest in the Company in pursuit of specified  
investment objectives established by the Board of Trustees  
of the Fidelity Funds and by the investors in the Accounts. 
 
	Fidelity and FMTC, respectively, may continue to have  
the Fidelity Funds and the Accounts purchase Shares subject  
to a number of factors, including, among others, the  
availability of Shares of sale at what they consider to be  
reasonable prices and other investment opportunities that  
may be available to the Fidelity Funds and Accounts. 
 
	Fidelity and FMTC, respectively, intend to review  
continuously the equity position of the Fidelity Funds and  
Accounts in the Company.  Depending upon future evaluations  
of the business prospects of the Company and upon other  
developments, including, but not limited to, general  
economic and business conditions and money market and stock  
market conditions, Fidelity may determine to cease making  
additional purchases of Shares or to increase or decrease  
the equity interest in the Company by acquiring additional  
Shares, or by disposing of all or a portion of the Shares. 
 
	Except as set forth in Item 6, neither Fidelity nor  
FMTC has any present plan or proposal which relates to or  
would result in (i) an extraordinary corporate transaction,  
such as a merger, reorganization, liquidation, or sale of  
transfer of a material amount of assets involving the  
Company or any of its subsidiaries, (ii) any change in the  
Company's present Board of Directors or management, (iii)  
any material changes in the Company's present capitalization  
or dividend policy or any other material change in the  
Company's business or corporate structure, (iv) any change  
in the Company's charter or by-laws, or (v) the Company's  
common stock becoming eligible for termination of its  
registration pursuant to Section 12(g)(4) of the 1934 Act. 
 
Item 5.	Interest in Securities of Issuer. 
 
	Item 5 is amended as follows: 
 
	FMR, Fidelity, and FMTC beneficially own all 508,950  
Shares. 
 
	(a)	FMR beneficially owns, through FMTC, the  
investment manager for the Accounts, 508,950 Shares, or  
approximately 7.76% of the outstanding Shares of the  
Company.  The number of Shares held by the Fidelity Funds  
includes 508,950 Shares of common stock resulting from the  
assumed conversion of $6,209,200 principal amount of the  
Convertible Subordinated Debenture (81.9672 shares of common  
stock for each $1000 principal amount of the debenture).   
Neither FMR, Fidelity, FMTC, nor any of its affiliates nor,  
to the best knowledge of FMR, any of the persons named in  
Schedule A hereto, beneficially owns any other Shares.  The  
combined holdings of FMR, Fidelity, and FMTC, are 508,950  
Shares, or approximately 7.76% of the outstanding Shares of  
the Company. 
 
	(b)	FMR, through its control of FMTC, investment  
manager to the Accounts, and the Accounts each has sole  
voting and dispositive power over 508,950 Shares owned by  
the Accounts.   
 
	(c)	On March 1, 1996, the reporting person's  
beneficial ownership of Shares decreased by 160,722 Shares  
as a result of (i) the termination of the reporting person's  
interest in one Account and a Fidelity Fund (a private  
investment partnership) and (ii) the termination of  
investment management agreements FMTC and Fidelity had with  
such Account and Fidelity Fund, respectively. 
 
	(d)	Neither FMR, or any of its affiliates, nor, to the  
best knowledge of FMR, any of the persons named in Schedule  
A hereto has effected any transaction in Shares during the  
past sixty (60) days. 
 
Item 6.	Contract, Arrangements, Understandings or  
Relationships With Respect to Securities of the Issuer. 
 
	Item 6 is amended as follows: 
 
	On the date of this report, two Accounts hold interests  
under a Credit Agreement entered into as of April 1, 1994,  
as amended, by and among the Company and certain financial  
institutions (the "Credit Agreement").  As previously  
reported by the Company, certain events of default have  
occurred under this credit facility.  On November 8, 1996,  
the Company filed a petition for protection under Chapter 11  
of the United States Bankruptcy Code.  In connection with  
such filing, FMTC, on behalf of two Accounts, entered into  
an agreement (the "Agreement") with certain other holders of  
interests under the Credit Agreement and another entity  
(collectively, the "Proponents") pursuant to which the  
Proponents would endeavor to facilitate a plan of  
restructuring of the Company and the provision of additional  
financing to the Company (the "Plan").  On November 12,  
1996, the United States Bankruptcy Court for the Central  
District of California (the "Court") entered an order in  
part approving such financing.  The Plan contemplates, among  
other things, (I) the exchange of interests under the Credit  
Agreement for new senior notes and equity to be issued by  
the Company, in such amounts and subject to such conditions  
as are set forth in the Agreement; and (2) the election of  
directors to the Board of Directors of the Company who are  
designated by the Proponents.  The Plan is subject to  
confirmation by the Court. 
 
	DDJ Capital Management, LLC or an affiliate of such  
Company ("DDJ"), provides investment advisory consulting  
services for FMTC's use in connection with FMTC's investment  
management of two Accounts.  DDJ is not a direct or indirect  
subsidiary or affiliate of FMR Corp. or FMTC;  DDJ has no  
shared or sole voting or dispositive power or any other  
investment discretion with respect to such securities or any  
other securities owned by Accounts managed by FMTC. 
 
	Except as may otherwise be described herein, neither  
FMR nor any of its affiliates nor, to the best knowledge of  
FMR, any of the persons named in Schedule A hereto has any  
joint venture, finder's fee, or other contract or  
arrangement with any person with respect to any securities  
of the Company. 
 
	The Funds and Accounts may from time to time own debt  
securities issued by the Company or its direct or indirect  
subsidiaries, and may from time to time purchase and/or sell  
such debt securities. 
 
 
 
Item 7.	Material to be Filed as Exhibits. 
 
	Exhibit 1 - Form of Agreement 
 
	This statement speaks as of its date, and no inference  
should be drawn that no change has occurred in the facts set  
forth herein after the date hereof. 
 
Signature 
 
	After reasonable inquiry and to the best of my  
knowledge and belief, I certify that the information set  
forth in this statement is true, complete and correct. 
 
						FMR Corp. 
 
 
DATE:	November 21, 1996	By: 
	/s/Arthur Loring			 
	Arthur Loring 
	Vice President-Legal 
 
 
SCHEDULE A 
 
	The name and present principal occupation or employment  
of each executive officer and director of FMR Corp. are set  
forth below.  The business address of each person is 82  
Devonshire Street, Boston, Massachusetts 02109, and the  
address of the corporation or organization in which such  
employment is conducted is the same as his business address.   
All of the persons listed below are U.S. citizens. 
 
POSITION WITH 
									PRINCIPAL 
NAME	FMR CORP.	OCCUPATION 
 
Edward C. Johnson 3d	President, 
	Chairman of the 
Director, CEO	Board and CEO,  
FMR 
Chairman & 
Mng. Director 
 
J. Gary Burkhead	Director	President- 
Fidelity 
 
Caleb Loring, Jr.	Director,	Director, FMR 
	Mng. Director 
 
James C. Curvey	Director, 	Sr. V.P., FMR 
	Sr. V.P. 
 
William L. Byrnes	Vice Chairman	Vice Chairman,  
FIL 
Director & Mng. 
Director 
 
Abigail P. Johnson	Director	Portfolio Mgr -  
Fidelity 
		Management &  
Research 
		Company 
 
Robert C. Pozen	Sr. V.P. & Gen'l	Sr. V.P. &  
Gen'l 
	Counsel	Counsel, FMR 
 
David C. Weinstein	Sr. Vice President	Sr. Vice  
President 
Administration	Administration 
 
Gerald M. Lieberman	Sr. Vice Pres. - 	Sr. Vice Pres.  
- - 
Chief Financial	Chief Financial  
Officer	Officer 
 

EX-99

 
AGREEMENT 
 
 
 
	This Agreement ("Agreement"), dated as of November ___, 1996  
is by and among OAKTREE CAPITAL MANAGEMENT, LLC, a California  
limited liability company, as general partner or investment  
manager (in such capacity, "Oaktree") on behalf of the funds  
listed on Annex I under the heading "Oaktree Funds"  
(collectively, the "Oaktree Funds"), DDJ OVERSEAS CORP., a Cayman  
Islands company ("Overseas"), THE COPERNICUS FUND, L.P., a  
Delaware limited partnership ("Copernicus" and, collectively with  
Overseas, the "DDJ Funds"), BELMONT FUND, L.P., a Bermuda limited  
partnership ("Belmont I"), BELMONT CAPITAL PARTNERS, II, L.P., a  
Delaware limited partnership ("Belmont II" and, collectively with  
Belmont I, the "Fidelity Funds" and, collectively with the  
Oaktree Funds and the DDJ Funds, the "Funds"), and CERBERUS  
PARTNERS, L.P. ("Cerberus") (Oaktree, the DDJ Funds, the Fidelity  
Funds, and Cerberus hereinafter collectively referred to as the  
"Senior Lenders"), and NU-TECH BIO-MED, INC., a Delaware  
corporation ("Nu-Tech" and, collectively with   the Senior  
Lenders, the "Parties"). 
 
	R E C I T A L S 
 
	1.	The Senior Lenders currently hold all (a) senior  
secured notes (the "Bank Debt") of Physician's Clinical  
Laboratory, Inc. (the "Company"), issued pursuant to the Credit  
Agreement dated as of April 1, 1994, as amended, among the  
Company, as borrower, OCM Administrative Services, L.L.C. (as  
assignee of Wells Fargo Bank, N.A.), as agent, and the financial  
institutions party thereto and (b) certain subordinated  
indebtedness of the Company. 
 
	2.	The Senior Lenders and Nu-Tech contemplate a  
restructuring of the Company pursuant to which, among other  
things, (a) the Senior Lenders will assign to Nu-Tech and Nu-Tech  
will purchase from the Senior Lenders participation in certain of  
the Bank Debt, on a pro rata basis, subject to the terms and  
conditions of this Agreement, and (b) Senior Lenders will make  
certain loans to the Company. 
 
	NOW THEREFORE, for good and valuable consideration, the  
sufficiency and delivery of which are hereby acknowledged, the  
Parties hereby agree as follows: 
 
	Section 1.  Board Approval of Term Sheet.  Each of the  
Parties shall use its best efforts with respect to obtaining the  
approval and execution by the Board of Directors of the Company  
of the "Summary of Terms of Restructuring of Physician's Clinical  
Laboratory, Inc." attached hereto as Exhibit A or a term sheet  
containing substantially similar terms and conditions, acceptable  
to all of the Parties (the "Term Sheet"). 
 
	Section 2.  Participation in Bank Debt.  Upon approval and  
execution by the Board of Directors of the Company of the Term  
Sheet described in Section 1, Nu-Tech shall purchase an undivided  
participation in the Bank Debt from the Senior Lenders, pro rata  
to the percentage holdings of such Bank Debt by each of the  
Senior Lenders, for $10,000,000, pursuant to the terms and  
conditions of the Participation Agreement attached hereto as  
Exhibit B.  Nu-Tech hereby acknowledges and agrees that the  
foregoing obligation shall be binding, irrespective of the  
failure of any other conditions contained herein or in the Term  
Sheet to be satisfied, including, without limitation, the failure  
of the Company to file a bankruptcy petition, appoint Marvin  
Feigenbaum as its chief executive or crisis manager, consummate a  
debtor in possession financing arrangement (as described in the  
Term Sheet and paragraph 3, below, the "DIP Financing"),  
consummate the plan of reorganization (such plan as described in  
the Term Sheet the "Plan") or provide for the "Plan Treatment",  
all described in the Term Sheet.  In the event the DIP Financing  
is not approved or the Plan are not consummated, Nu-Tech's sole  
interest in the Company arising under this Agreement shall be as  
a participant in the Bank Debt purchased from the Senior Lenders  
pursuant to this Section 2. 
 
	Section 3.  DIP Financing.  As more particularly set forth  
in the Term Sheet and subject to Section 5 below, the Senior  
Lenders will provide to the Company a debtor in possession  
secured credit facility in an amount up to $10,000,000, the  
proceeds of which shall be used (a) for administrative costs  
incurred by the Company in connection with the bankruptcy  
(including legal, accounting and investment banking fees), (b)  
for working capital needs of the Company during the bankruptcy  
and (c) to fund  the Plan.  The Parties shall use their best  
efforts to obtain court approval of the DIP  Financing as soon as  
practicable after the Company files its chapter 11 bankruptcy  
petition. 
 
	Section 4.  Break-Up/Overbid Protections.  The Parties agree  
to support the Break-up/Overbid Protections (more fully described  
in the Term Sheet) and agree to cooperate to obtain Bankruptcy  
Court approval for the Break-Up/Overbid Protections, as  
contemplated by the Term Sheet. 
 
	Section 5.  Plan of Reorganization.  The Parties shall use  
their best efforts to obtain confirmation of the Plan as soon as  
reasonably practicable.  Additionally, the Parties agree to vote  
all of their claims against the Company (including, without  
limitation, claims relating to the Bank Debt and the Subordinated  
Indebtedness held at such time) in favor of the Plan.  As more  
particularly set forth in the Term Sheet and subject to Section  
5, the Plan shall provide for the following to occur on the  
effective date of the Plan (the "Effective Date"): 
 
		a.  The capitalization of the reorganized Company (the  
"Reorganized Company") shall be as follows: 
 
			i.	Nu-Tech shall hold 51% of the fully diluted  
common shares of Reorganized Company (the  
"Shares") by (a) exchanging its holding of  
Existing Senior Debt in the principle amount  
of $13.333 million for 34% of the Shares and  
(b) purchasing 17% of the Shares for the sum  
of Five Million Dollars ($5,000,000) as of  
the Effective Date; 
 
			ii.	The Senior Lenders shall receive 49% of the  
Shares, unless the Voting Condition (as  
defined in the Term Sheet) is satisfied, in  
which event the Senior Lenders shall receive  
37% of the Shares; 
 
			iii.	If, but only if the Voting Condition is  
satisfied, the holders of the Subordinated  
Indebtedness shall receive 9% of the Shares; 
 
			iv.	If, but only if the Voting Condition is  
satisfied, the holders of existing equity  
interests in PCL shall receive 3% of the  
Shares and the Warrants (as defined in the  
DIP Term Sheet); 
 
			v.	The Senior Lenders shall receive the  
$55,000,000 of "New Senior Debt" issued by  
the Reorganized Company, which shall contain  
the terms and conditions set forth in the  
Term Sheet and other terms and conditions  
agreeable to all of the Parties;  
 
			 vi.	All amounts owed under the DIP Facility shall  
be forgiven and any unfunded portion of the  
DIP Facility shall be contributed by the  
Senior Lenders to the Reorganized Company as  
a capital contribution; 
 
			vii.	The Reorganized Company shall have no other  
indebtedness, equity interest or claims  
against its equity interest, other than the  
working capital facility referenced in the  
DIP Term Sheet and outstanding trade debt  
incurred in the ordinary course of business. 
 
		b.	The Plan or separate agreement of the Parties  
shall provide for the following: 
 
			i.	Reorganized Company's Board of Directors will  
consist of five (5) directors, three of whom  
shall be appointed by Nu-Tech (including the  
Chairman of the Board) and the remaining two  
(the "Lender Director(s)") of whom shall be  
appointed by the Senior Lenders.  The Senior  
Lenders shall be entitled to appoint two  
directors to the Reorganized Company's Board  
of Directors for the initial one-year term,   
and with respect to subsequent terms,   
Oaktree and Nu-Tech shall enter into a  
mutually agreeable shareholders agreement  
pursuant to which Nu-Tech shall be entitled  
to appoint three directors and Oaktree, or  
its designee,  shall be entitled to appoint  
two directors on account of the Shares held  
by the Senior Lenders unless and until the  
Senior Lenders,  in the aggregate,  own less  
than twenty percent (20%)  of the Shares of  
the Reorganized Company,  in which event,   
Oaktree,  or its designee,  shall only be  
entitled to appoint such directors,  if any,   
which they would be entitled to appoint under  
the cumulative voting provisions of the  
Delaware law on account of the Shares held by  
Senior Lenders. 
 
			ii.	The organizational documents of the  
Reorganized Company shall provide that the  
Reorganized Company's Board of Directors will  
not undertake the following activities  
without approval of at least one Lender  
Director: (a) merger & acquisition; (b)  
assuming non-ordinary course obligations in  
excess of $1 million; (c) making capital  
expenditures in excess of $1 million; and (d)  
modifying, extending or renewing the  
employment agreement referenced in  
subparagraph iii, below.  The foregoing  
limitation on the actions of the Reorganized  
Company's board of directors shall cease to  
be effective in the event the Senior Lenders  
in the aggregate own less than 20% of the  
Shares of Reorganized Company; and 
 
			iii.	J. Marvin Feigenbaum shall be appointed as  
the President and Chief Executive Officer of  
Reorganized Company  for a term of three (3)  
years and shall be paid an initial salary of  
$104,000 per annum, and stock options at the  
market value of PCL as of the Petition Date  
and in an amount to be negotiated with the  
Board of Directors. 
 
	Section 6.  Confidentiality.  Each of the Parties agrees to  
respect the confidential information disclosed in the negotiation  
and performance of this Agreement and the Term Sheet, including  
any information labeled or otherwise indicated as being  
confidential or proprietary by the disclosing party, except  
disclosures (a) which may be compelled by legal process, by an  
order, judgment or decree of a court or other governmental  
authority of competent jurisdiction, (b) to its own employees,  
attorneys, accountants or representatives or (c) which may be  
required by any applicable federal, state or other regulatory  
requirement including disclosures required by Bankruptcy Code    
1125 and disclosures required to be made by any party in  
accordance with federal or state securities laws. 
 
	Section 7.  Termination.  The obligation of the Parties  
under Section 5 shall be binding on each of the Parties until the  
earliest of the Effective Date or the first anniversary of the  
Petition Date.   
 
	Section 8.  Limitations on Liability.  Nu-Tech hereby  
acknowledges and agrees that in no event shall any of the  
partners, officers, directors, members, fiduciaries,  
shareholders, employees, agents, affiliates or investment  
managers (collectively "Representatives") of any of Oaktree, the  
DDJ Funds or the Belmont Funds have any obligation or liability  
to Nu-Tech for any action taken or omitted by or on behalf of any  
of the Funds or in connection herewith (such obligation and  
liability being the sole responsibility of such Funds).  Nu-Tech  
further acknowledges and agrees that (a) all obligations and  
liabilities of each Fund under this Agreement or in connection  
herewith are enforceable solely against such Fund and its assets  
and not against the assets of Oaktree, the DDJ Funds' affiliates,  
the Belmont Funds' affiliates, any other Fund or any  
Representatives of Oaktree, the DDJ Funds or the Belmont Funds,  
and (b) the obligations and liabilities of each Fund shall be  
several in the proportions set forth on Annex I and not joint and  
several. 
 
	Section 9.  Representations and Warranties.  Each Party  
hereby represents and warrants as follows: 
 
		a.	Such Party is duly organized, validly existing and  
in good standing under the laws of the jurisdiction of its  
organization with all requisite corporate power and authority to  
execute, deliver and perform its obligations under this Agreement  
and to consummate the transactions contemplated herein. 
 
		b.	The execution, delivery and performance of this  
Agreement and all other instruments and documents executed and  
delivered by such Party in connection herewith have been duly  
authorized by all necessary proceedings. 
 
		c.	No authorizations, consents or approvals from, or  
notifications to, any court or any governmental agency having  
jurisdiction over such Party or any other person or entity are or  
will be necessary to the valid execution, delivery or performance  
by such Party of this Agreement. 
 
		d.	This Agreement constitutes the legal, valid and  
binding obligation of such Party except as may be limited by  
bankruptcy, reorganization, receivership, insolvency or similar  
laws affecting the enforcement of creditors' rights generally. 
 
	Section 10.  Entire Agreement; Amendments.  This Agreement,  
together with the Annexes and Exhibits hereto, sets forth the  
entire agreement between the Parties and supersedes all prior  
communications and understandings of any nature and may not be  
supplemented or altered orally.  Any amendments hereto shall be  
in writing and signed by each party. 
 
	Section 11.  Notices.  Each notice or other communication  
hereunder shall be in writing, shall be sent by messenger, by  
telecopy or facsimile transmission or by express mail, shall be  
deemed given when sent to the designated address set forth in  
Annex II (or such other address as the Parties may designate from  
time to time to the other Parties). 
 
	Section 12.  Further Assurances.  Each Party shall execute  
and deliver all further documents or instruments reasonably  
requested by the other Parties in order to effect the intent of  
this Agreement and obtain the full benefit of this Agreement. 
 
	Section 13.  Successors and Assigns.  This Agreement shall  
be binding on, and inure to the benefit of, the Parties and their  
successors and assigns. 
 
	Section 14.  Submission to Jurisdiction.  The Parties agree  
that any legal action or proceeding arising out of or relating to  
this Agreement may be brought in the courts of the State of  
California, the courts of the United States of America located in  
the City of Los Angeles, or in any other court having  
jurisdiction with respect thereto, and the Parties irrevocably  
consent to service of process in any said action or proceeding in  
any of such courts by the mailing of copies thereof, postage  
prepaid, to such Party at such Party's address set forth in Annex  
II, such service to become effective 10 days after such mailing. 
 
	Section 15.  GOVERNING LAW; WAIVER OF JURY TRIAL.  THIS  
AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH  
THE LAWS OF THE STATE OF CALIFORNIA.  EACH OF THE PARTIES HEREBY  
WAIVES TO THE FULLEST EXTENT PERMITTED BY LAW ITS RIGHT TO A  
TRIAL BY JURY WITH RESPECT TO ANY DISPUTE ARISING WITH RESPECT TO  
THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.   
 
	Section 16.  Severability.  If any provision of this  
Agreement shall for any reason be held to be invalid or  
unenforceable, such invalidity or unenforceability shall not  
affect any other provision hereof, but this Agreement shall be  
construed as if such invalid or unenforceable provision had never  
been contained herein. 
 
	Section 17.  Authority.  Oaktree represents and warrants to  
Nu-Tech that it has full power and authority to execute and  
deliver this Agreement for and on behalf of the Oaktree Funds.   
Oaktree is authorized to act on behalf of its respective Funds in  
connection with the matters contemplated hereby. 
 
	Section 18.  Counterparts.  This Agreement may be executed  
in one or more counterparts each signed by one or more of the  
parties to this Agreement, and such counterparts shall together  
constitute one agreement. 
 
	IN WITNESS WHEREOF, the Parties have caused this Agreement  
to be executed by their respective duly authorized officers as of  
the date first above written. 
 
						NU-TECH BIO-MED, INC. 
 
 
 
						By_________________________________ 
						   
						   Its_____________________________ 
 
 
 
 
 
 
 
 
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						OAKTREE CAPITAL MANAGEMENT, LLC, as  
general partner or investment  
manager on behalf of the funds  
listed on Annex I hereto under  
"Oaktree Funds" 
 
 
						By_________________________________ 
						   
						   Its_____________________________ 
 
 
						By_________________________________ 
 
						    
Its______________________________ 
 
 
						DDJ OVERSEAS CORP. 
 
 
 
						By_________________________________ 
						  Judy K. Mencher 
						  Its Vice President 
 
						THE COPERNICUS FUND, L.P.  
 
						By DDJ Copernicus, LLC, its General  
Partner 
 
 
 
						By_________________________________ 
						   
						   Its_____________________________ 
 
 
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						BELMONT FUND, L.P. 
 
						By [_______________], its General  
Partner 
 
 
 
						By_________________________________ 
						   
						    
Its______________________________ 
 
 
						BELMONT CAPITAL PARTNERS, II, L.P., 
 
						By [_______________], its General  
Partner 
 
 
 
						By_________________________________ 
						   
						    
Its______________________________ 
 
 
						CERBERUS PARTNERS, L.P. 
 
						By_________________________________ 
 
 
						By_________________________________ 
						   
						  Its______________________________ 
 
 
	Annex I 
 
 
	Oaktree Funds 
 
Entity	Percentage 
 
 
OCM Opportunities Fund, L.P.	96% 
 
Columbia/HCA Master Retirement Trust	  4% 
 (Separate Account) 
												 100% 
 
 
	DDJ 
Funds 
 
 
The Copernicus Fund, L.P. 
 
DDJ Overseas Corp. 
 
 
	Belmont Funds 
 
 
Belmont Fund, L.P. 
 
Belmont Capital Partners II, L.P. 
 
 
	Annex II 
Oaktree: 
 
Oaktree Capital Management, LLC 
550 South Hope Street, 22nd Floor 
Los Angeles, California 90071 
Attention:		Kenneth L. Liang, Esq. 
			Telephone: (213) 694-1522 
			Fax: (213) 694-1599 
 
			Matthew S. Barrett 
			Telephone: (213) 694-1507 
			Fax: (213) 694-1592 
 
DDJ Funds: 
 
c/o DDJ Capital Management, LLC 
141 Linden Street, Suite 4 
Wellesley, Massachusetts 02181 
Attention:		Wendy Schnipper Clayton, Esq. 
			Telephone: (617) 283-8500 
			Fax: (617) 283-5555 
 
 
Belmont Funds: 
 
c/o Fidelity Management & Research Company 
82 Devonshire Street - E20E 
Boston, Massachusetts 02109 
Attention:		William P. Wall, Esq. 
			Telephone: (617) 563-0505 
			Fax: (617) 476-7774 
 
Cerberus Partners, L.P.: 
 
950 Third Avenue 
20th Floor 
New York, NY  10019 
Attention:		Robert Davenport, Esq. 
			Telephone:  (212) 421-2600 
			Fax: (212) 421-2947 
 
 
 
Nu-Tech: 
 
Nu-Tech Bio-Med, Inc. 
500 Fifth Avenue, Suite 2424 
New York, New York  10110 
Attention: 		J. Marvin Feigenbaum 
			Telephone: (212) 391-2424 
			Fax: (212) 391-2864