Exhibit 10.3
                             EMPLOYMENT AGREEMENT


      This  Employment  Agreement  dated as of the 1st day of May,  1997 between
Bio-Reference  Laboratories,  Inc., a New Jersey  corporation with its principal
place of business at 481 Edward H. Ross Drive,  Elmwood  Park,  New Jersey 07407
(the "Company") and Howard  Dubinett,  residing at 195 Little Falls Road,  Cedar
Grove, New Jersey 07009 (the "Employee").
                             W I T N E S S E T H :
      WHEREAS, the Company is primarily engaged in the operation of
a clinical laboratory in northern New Jersey, and
      WHEREAS,  the Company desires to avail itself of the Employee's  knowledge
and  experience  and to employ the Employee as its Executive  Vice President and
Chief Operating Officer on the terms and conditions hereinafter set forth, and
      WHEREAS,  the  Employee  desires to be so  employed  by the Company on the
terms and conditions hereinafter set forth.
      NOW, THEREFORE, in consideration of the mutual covenants herein contained,
the parties agree as follows:
      1. Terms of  Employment.  The Company agrees to employ the Employee as its
Executive Vice President and Chief Operating Officer,  or in such other position
of  comparable  status and  responsibility  as the Company may from time to time
direct and/or desire, and the Employee agrees to accept such employment with the
Company,  for a term commencing as of May 1, 1997 (the "Commencement  Date") and
continuing  until  October  31,  2002 (the  "Expiration  Date"),  unless  sooner
terminated as provided in this Agreement (the


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"Employment  Period").  As used in this Agreement,  the term "Employment Period"
shall also include any periods for which this  Agreement is renewed  pursuant to
Section 2 hereof.
      2. Renewal. This Agreement shall be automatically renewable for additional
one year  periods;  provided,  that either the Company or the Employee may elect
not to renew this  Agreement upon written notice to the other party no less than
one (1) month before the  Expiration  Date or any subsequent  extension  thereof
pursuant to this Section 2.
      3.    Duties.
            ------
            (a) During the  Employment  Period,  the Employee shall perform such
duties and exercise such powers relating to the Company as are commensurate with
the office of Executive  Vice  President and Chief  Operating  Officer and shall
have such other duties and powers as the Board of  Directors  shall from time to
time assign to him, including by way of example but not limitation,  duties with
respect to any of the Company's associated companies. As used in this Agreement,
the term  "Associated  Companies"  shall mean any  company (i) of which not less
than fifty (50%) percent of the equity is  beneficially  owned by the Company or
(ii) any subsidiary of such company, if any.
            (b) During the Employment  Period,  the Employee shall devote all of
his working time during normal  business  hours and his best efforts and ability
to the business of the Company,  shall  faithfully  and  diligently  perform the
duties of his employment with

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the Company and shall do all reasonably in his power to promote,
develop and extend the business of the Company.
            (c) During the Employment  period, the Employee shall not, except as
a representative  of the Company or with the written consent of the Company,  be
directly or  indirectly  engaged,  concerned or interested in the conduct of any
other business competing or likely to compete with the Company;  provided,  that
notwithstanding  anything  contained  in this  Agreement  to the  contrary,  the
Employee  shall not be precluded  from devoting a reasonable  amount of his time
to:
            (i)  serving  with the prior  written  approval  of the Company as a
            director or member of a committee of any  organization  involving no
            conflict of interest with the business of the Company; and

            (ii)  managing  his  personal  investments;   provided,   that  such
            activities  shall  not  materially  interfere  with  the  Employee's
            performance of his duties hereunder.

            (d) The  Employee  shall be  employed  at the offices of the Company
located in Elmwood Park, New Jersey; provided that the Employee acknowledges and
agrees that the proper  performance  of these  duties may make it  necessary  to
spend reasonable periods of time in other parts of the country.
      4.    Compensation.
            (a) During the Employment Period, the Company shall pay the Employee
as  compensation  for  his  services  under  this  Agreement,   a  minimum  Base
Compensation  at an annual rate of One Hundred  Ninety One Thousand Four Hundred
($191,400)  Dollars  through  October 31, 1997,  and thereafter a minimum annual
Base Compensation consisting

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of salary  and bonus in the  aggregate  amount of Two  Hundred  Twenty  Thousand
($220,000)  Dollars (the "Base  Compensation").  The Base Compensation  shall be
payable in equal  installments in accordance with the regular payroll procedures
established by the Company. In October of each fiscal year during the Employment
Period, the Company's Board of Directors will consider increasing the Employee's
Compensation under this Agreement, based upon the performance of the Company and
of the  Employee  during the fiscal  year then  ending  with such  increase,  if
granted, taking effect as of the immediately following November 1.
            (b) The  Company  shall pay for  (excluding  the P.S.  58 costs) and
maintain  "Split Dollar" Life Insurance in the face amount of Five Hundred Fifty
Thousand ($550,000) Dollars,  insuring the life of the Employee. The proceeds of
such  insurance  shall be  payable  to the  estate  of the  Employee  (excluding
benefits  required to be paid to the Company  pursuant to the split  dollar plan
for the premiums  paid).  Once such  insurance  is fully paid,  the Company will
apply for an additional aggregate Five Hundred Fifty Thousand ($550,000) Dollars
of similar "Split Dollar" Life Insurance  insuring the Employee's  life and will
maintain such additional insurance during his employment by the Company.
            (c) The Company shall lease and insure,  under the Company's policy,
an automobile for the benefit of the Employee.  The Company shall be responsible
for  maintenance,  gasoline,  repair  and all other  such  costs but only to the
extent such expenses relate to business use of the automobile. At the end of the
lease

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term,  or in the event of the  termination  of this  Agreement  for any  reason,
including non-renewal, the Employee shall have the following options:
            (i) surrender the automobile to the Company,
            (ii) assume the Company's lease payment obligation; or
            (iii) exercise the purchase option of the lease, if any.
            (d)   The Company shall promptly pay or reimburse the
Employee for all expenses  incurred by the  Employee in the  performance  of his
duties under this  Agreement.  Such expenses  shall be limited to the reasonable
out-of-pocket  expenses necessarily and actually incurred by the Employee in the
performance of his duties;  provided that (i) the expenses have been detailed on
a form  acceptable  to the Company and  submitted  to the Company for review and
approval and (ii) appropriate  supporting  documentation  is submitted  together
with the approved expense form.
            (e) The  Employee  shall be  entitled to  participate  in any fringe
benefit and bonus plans  available to the Company's  employees as in effect from
time to time, to the extent that the Employee may be eligible to do so under the
applicable provisions of the plans including but not limited to pension,  profit
sharing,  stock option and similar plans and life and medical insurance plans or
coverage maintained by the Company for senior personnel and/or all personnel.
            (f)   The Employee shall be entitled to such vacation,
personal time and holidays as he is eligible for under the

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Company's  Employment and Personnel  Policy as the same presently  exists or may
hereinafter be amended.
            (g)  Notwithstanding  the  provisions  of  subparagraph  (a) of this
Section 4, the Employee  shall also be entitled to a percentage  increase in his
Base Compensation as in effect on June 30 of each year that this Agreement is in
effect, equal to the percentage increase in the Consumer Price Index - All Items
for the New York  metropolitan  area (or any successor  index) for such month of
June as  compared  to such  Consumer  Price  Index  for the month of June in the
immediately  preceding  year.  Any  such  increase  shall  be  effective  on the
immediately  following November 1. No adjustments shall be made for decreases in
such Index.
      5.    Issuances of Stock and Options. In further consideration
            ------------------------------
for his employment, the Company agreed on May 13, 1997 to the
following issuances of its Common Stock and options to the
Employee.
            (a)  Forfeitable  Stock -- The Company has issued  240,000 shares of
its Common  Stock to the  Employee  subject  to  forfeiture.  If the  Employee's
employment  agreement  is  terminated  by  the  Company  "For  Cause"  or at the
Employee's option, without "Good Reason" (but not due to a "Change in Control"),
all as herein  defined,  the Employee  will forfeit such shares on the following
basis.  If  Termination  "For Cause" or "Without Good Reason"  Occurs during the
Number of Shares Following  Periods Forfeited May 1, 1997 through April 30, 1998
180,000 shs. May 1, 1998 through April 30, 1999 120,000 shs. May 1, 1999 through
April 30, 2000 60,000 shs.

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            (b) Stock Options -- The Company has issued ten-year incentive stock
options  ("ISOs") to the Employee  exercisable to purchase  60,000 shares of its
Common  Stock at  $.71875  per share.  These  ISOs are  subject to the terms and
conditions of the Company's 1989 Employees' Stock Option Plan.
      6. Disability. If during the Employment Period, the Employee shall incur a
Total Disability then,  subject to the earlier  termination of this Agreement or
the earlier  termination  of the  disability,  the Company shall  compensate the
Employee as provided in subparagraphs (a), (b), (c) and (d) of this Section 6.
            (a) For the month in which the Employee incurs the total disability,
and for the following  twelve (12) months of the  disability,  the Company shall
compensate the Employee at a rate equal to his then current Base Compensation.
            (b) For a period of three (3) months commencing upon the termination
of the period described in subparagraph  (a), the Company shall not pay Employee
any portion of his Base Compensation and Employee shall be on an unpaid leave of
absence.
            (c) If the Employee's  disability  shall terminate at any time prior
to the expiration of the period described in subparagraph (b) of this Section 6,
then the Employee  shall return to full and active  employment  with the Company
under  the  terms of this  Agreement;  provided  that if he shall  again  become
disabled  within a period  of three  (3)  months  after  such  return,  and such
disability is related to his original disability, then the Employee

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shall be deemed to have been continuously disabled from the date he incurred his
original disability.
            (d) Upon  expiration  of the  three (3) month  period  described  in
subparagraph  (b) of this  Section  6,  the  employment  of the  Employee  shall
terminate,  unless an additional leave of absence is granted by the Company,  in
which event the employment of the Employee  shall  terminate upon the expiration
of the additional leave of absence.
            (e) In the event the Employee shall incur a Partial  Disability then
during the period of the Partial  Disability,  the Employee's Base  Compensation
shall be equitably  adjusted  according to the time that he is able to devote to
the affairs of the Company.
            (f) In addition to the foregoing,  the Employee shall be entitled to
receive  the  amounts,  if  any,  as may be  payable  to  him by  reason  of his
disability under policies of insurance maintained by the Company.
            (g) As used in this  Agreement,  the term "Total  Disability"  shall
mean a disability  such that,  for physical or mental  reasons,  the Employee is
unable to perform any of his usual  duties to the Company on a full-time  basis.
As  used  in  this  Agreement,  the  term  "Partial  Disability"  shall  mean  a
disability,  other than a total  disability,  such that for  physical  or mental
reasons,  the  Employee  is unable  to  perform  all of his usual  duties to the
Company on a full-time basis.
      7.    Termination.

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            (a) Termination by Death. If the Employee dies during the Employment
Period,  the Company's  obligations under this Agreement shall terminate six (6)
months  after the date of death and the  Employee's  estate shall be entitled to
all arrearages of Base  Compensation and expenses.  In addition,  the Employee's
estate (or such other named  beneficiary)  shall be entitled to the amounts,  if
any,  as may be  payable  to his  estate  or  beneficiaries  under  policies  of
insurance maintained by the Company.
            (b)  Termination  for  Cause.  This  Agreement  and  the  Employee's
employment  with  the  Company  may be  terminated  for  Cause  at any  time  in
accordance with  subparagraph (d) of this Section 7. In the event this Agreement
is terminated  for Cause,  the Employee  shall be entitled to all  arrearages of
Base  Compensation and expenses through the Date of Termination but shall not be
entitled  to  further  compensation.  As  used in this  Agreement,  and  without
limitation, the term "Cause" shall mean:
            (i) an act or acts of dishonesty  constituting  criminal acts by the
Employee  resulting or intended to result  directly or  indirectly in gain to or
personal enrichment of the Employee at the Company's expense;
            (ii)  the commission of any crime involving fraud,
embezzlement or theft by the Employee against the Company;
            (iii) engaging in competition  with the Company,  including taking a
management  position with, or control of, a business engaged in the manufacture,
sale or distribution of a class of products or service which  constituted 15% or
more of the sales or

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gross income of the Company and its associated  companies during the fiscal year
of  the  Company  immediately   preceding  the  termination  of  the  Employee's
employment.
            (c)  Termination  at the Option of the Employee.  This Agreement and
the Employee's employment with the Company may be terminated at any time, at the
election of the Employee, for Good Reason in accordance with subparagraph (d) of
this Section 7. In the event this Agreement is terminated  for Good Reason,  the
Employee shall be paid during the remainder of the Employment  Period  (computed
without  giving  effect  to  the  earlier  termination   hereunder),   his  Base
Compensation  (other than due to Partial Disability) at the rate in effect as of
the Date of Termination,  and shall continue to be entitled to employee benefits
as if he were still employed by the Company, until completion of such Employment
Period (computed without giving effect to the earlier termination hereunder). As
used in this  Agreement,  and without  limitation,  the term "Good Reason" shall
mean:
            (i) the assignment to the Employee of duties  inconsistent  with the
office of Executive Vice President and Chief Operating Officer of the Company or
his then  current  office,  the  removal  of the  Employee  from such  office or
substantial  reduction  in the nature or status of the  Employee's  then current
responsibilities;
            (ii) the reduction of the Employee's then current Base
Compensation (other than due to Partial Disability) ;
            (iii) the relocation of the Company's principal executive offices to
a location more than fifty (50) miles from the Company's

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current  principal  executive offices or the transfer of the Employee to a place
other than the Company's  principal executive offices (excepting required travel
on the Company's  business in a manner  substantially  similar to the Employee's
then current business travel obligations); and
            (iv) the failure by the Company to continue to provide the  Employee
with  benefits at least as  favorable  as those in which the  Employee  was then
participating.
            (d)  Notice  of  Termination.   Any  purported  termination  of  the
Employee's  employment  shall be communicated by a written notice of termination
to the other party  hereto and specify the Date of  Termination  (the "Notice of
Termination").  Such notice shall  indicate a specific  terminated  provision in
this Agreement which is relied upon, recite the facts and circumstances  claimed
to provide the basis for such  termination  and specify the Date of Termination.
As used in this Agreement,  the term "Date of  Termination"  shall mean the date
specified in the Notice of Termination, which date shall not be less than thirty
(30) nor more than sixty (60) days from the date the  Notice of  Termination  is
given.  If within  thirty (30) days from the date the Notice of  Termination  is
given,  the party  receiving such notice notifies the other party that a dispute
exists concerning such termination, the Date of Termination shall be the date on
which the dispute is finally resolved. The Date of Termination shall be extended
by a notice of dispute  only if such notice is given in good faith and the party
giving such notice  pursues  the  resolution  of such  dispute  with  reasonable
diligence.

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Notwithstanding  the pendency of any such dispute,  the Company will continue to
pay the  Employee  his full  Base  Compensation  in effect as of the date of the
Notice  of  Termination  and  continue  the  Employee  as a  participant  in all
compensation,  benefit and insurance plans in which he was participating at such
date,  until  the  dispute  is  finally   resolved.   Amounts  paid  under  this
subparagraph  (d) are in addition to all other amounts due under this  Agreement
and shall not be offset  against  or reduce  any other  amounts  due under  this
Agreement.
      8. Change in Control. In the event of a Change in Control and, as a result
of such  Change in Control,  the  Employee is  terminated  without  Cause or the
Employee  elects to terminate his employment for any reason as a result thereof,
then the Employee shall receive the following benefits:
            (a) The Company shall pay to the Employee his full Base Compensation
at the rate in effect at the time of the Notice of Termination  through the Date
of Termination.
            (b) In lieu of any further  Base  Compensation  payments for periods
subsequent to the Date of Termination,  the Company shall pay to the Employee as
severance pay not later than the fifth day following the Date of Termination,  a
lump sum payment (the  "Severance  Payment")  equal to 2.99 times the average of
the annual  Compensation  which was  payable to the  Employee by the Company and
includible in the  Employee's  gross income for federal  income tax purposes for
the five (5) calendar  years, or for the portion of such period during which the
Employee was actually employed by the

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Company if the Employee has been  employed by the Company for less than five (5)
calendar  years  preceding the earlier of the calendar year in which a Change in
Control  occurred or the  calendar  year of the Date of  Termination  (the "Base
Period").  Such average shall be determined in accordance with the provisions of
Section 280G(d) of the Internal Revenue Code of 1986 as amended (the "Code"). As
used in this  Agreement,  the term  "Compensation"  shall mean and include every
type and form of  compensation  includible  in the  Employee's  gross  income in
respect  of  his  employment  by  the  Company  including   compensation  income
recognized  as a result of the exercise of stock options or sale of the stock so
acquired,  except to the extent  otherwise  provided in  Congressional  or Joint
Committee Reports or temporary or final regulations interpreting Section 280G(d)
of the Code.
            (c) The  Severance  Payment  shall be  reduced  by the amount of any
other  payment or the value of any  benefit  received  or to be  received by the
Employee in connection with the termination of his employment or contingent upon
a Change in Control  (whether  payable  pursuant to the terms of this Agreement,
any other  plan,  agreement  or  arrangement  with the  Company)  unless (i) the
Employee shall have effectively  waived his receipt or enjoyment of such payment
or benefit  prior to the date of payment of the Severance  Payment,  (ii) in the
opinion of tax counsel  selected by the  Company  such other  payment or benefit
does not  constitute  a  "parachute  payment"  within  the  meaning  of  Section
280G(b)(2)  of the  Code,  or (iii) in the  opinion  of such  tax  counsel,  the
Severance Payment (in its full

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amount or as partially  reduced,  as the case may be) plus all other payments or
benefits which  constitute  "parachute  payments"  within the meaning of Section
280G(b)(2)  of the Code  are  reasonable  compensation  file  services  actually
rendered,  within  the  meaning  of  Section  280G(b)(4)  of the Code,  and such
payments are deductible by the Company. The value of any non-cash benefit or any
deferred cash payment shall be determined by the Company in accordance  with the
principles of Section 280G(d)(3) and (4) of the Code.
            (d)  Except to the  extent  that  Congressional  or Joint  Committee
Reports or temporary or final regulations  interpreting Section 280G of the Code
specify that such  payments  would  result,  under  subsection  (c) above,  in a
reduction in the Severance Payment:
            (i) The Company shall pay to the Employee,  not later than the fifth
day following the Date of Termination, a lump sum amount equal to the sum of (x)
any bonus  compensation  which has been  allocated  or awarded for a fiscal year
preceding the Date of Termination  but has not yet been paid, and (y) a pro rata
portion of any bonus  compensation  which the Employee has earned for the fiscal
year in which the Date of  Termination  occurs  determined  by  multiplying  the
Employee's prior years' bonus  compensation by a fraction equal to the number of
full calendar  months in the fiscal year prior to the Date of  Termination  over
twelve.
            (ii) The Company shall also pay all legal fees and expenses incurred
by the  Employee as a result of such  termination  (including  all such fees and
expenses, if any, incurred in

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contesting or disputing any such  termination or in seeking to obtain or enforce
any right or benefit provided by this Agreement).
            (e) If it is  established  pursuant  to a final  determination  of a
court or an Internal Revenue Service proceeding that,  notwithstanding  the good
faith of the  Employee  and the Company in applying the terms of this Section 8,
the aggregate  "parachute  payments"  paid are in an amount that would result in
any portion of such "parachute  payments" not being deductible by the Company by
reason of Section 280G of the Code,  then the Employee  shall have an obligation
to pay the Company  upon demand an amount equal to the sum of (i) the portion of
the aggregate  "parachute  payments" paid that would not be deductible by reason
of Section 280G of the Code and (ii)  interest on the amount set forth in clause
(i) of this  sentence  at the  applicable  Federal  rate (as  defined in Section
1274(d) of the Code) from the date of receipt of such  excess  until the date of
such payment.
            (f) As used in the  Agreement,  the term  "Change in Control"  shall
mean a change in control of a nature  that would be  required  to be reported in
response  to Item  6(e) of  Schedule  14A of  Regulation  14A  issued  under the
Securities Exchange Act of 1934, as amended (the "Exchange Act") as in effect as
of the date  hereof  (regardless  of whether or not a Proxy  Statement  is being
filed pursuant to such Regulation at such time), or if Item 6(e) is no longer in
effect,  any subsequent  regulation  issued under the Exchange Act for a similar
purpose,  whether or not the Company is subject to such reporting  requirements;
provided, that without

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limitation, such a change in control shall be deemed to have
occurred if:
            (i)  any  "person"  other  than  the  Employee  is  or  becomes  the
"beneficial  owner" (as defined in Rule 13d-3 under the Exchange Act),  directly
or  indirectly,  of  securities of the Company  representing  25% or more of the
combined voting power of the Company's then outstanding securities;
            (ii) during any period of two  consecutive  years (not including any
period prior to the date of the Agreement),  individuals who at the beginning of
such period  constitute  the Board of  Directors,  and any new  director,  whose
election by the Board or nomination  for election by the Company's  stockholders
was approved by a vote of at least  two-thirds  of the  directors  then still in
office  who  either  were  directors  at the  beginning  of the  period or whose
election or  nomination  for elections was  previously  approved,  cease for any
reason to constitute a majority of the Board; or
            (iii) the  business  of the  Company is  disposed  of by the Company
pursuant to a liquidation, sale of assets of the Company, or otherwise.
      9.    Confidential Information. The Employee acknowledges an
            ------------------------
obligation of confidentiality to the Company and shall not divulge,
disclose or communicate any trade secret, private or confidential
information or other proprietary knowledge of the Company or its
associated companies obtained or acquired by him while so employed.
This restriction shall apply after the termination of the

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Employee's employment without limit in point of time but shall cease to apply to
information  or  knowledge  which  may come  into  the  public  domain  or whose
disclosure  may be  required  by law or court  order or  pursuant to the written
consent of the Corporation.
      10. Return of Information.  Upon  termination of employment,  the Employee
agrees to not take with him and to deliver to the  Company all  records,  notes,
data, memoranda,  models,  equipment,  blueprints,  drawings,  manuals, letters,
reports and all other materials of a secret or  confidential  nature relating to
the business of the Company which are in possession or control of the Employee.
      11.   General Provisions.
            (a) This  Agreement  contains  the entire  transaction  between  the
parties,  and  there are no other  representations,  warranties,  conditions  or
agreements relating to the subject matter of this Agreement.
            (b)  The  waiver  by any  party  of any  breach  or  default  of any
provision of this Agreement shall not operate or be construed as a waiver of any
subsequent breach.
            (c)  This  Agreement  may  not be  changed  orally  but  only  by an
Agreement  in  writing  duly  executed  on  behalf of the  party  against  which
enforcement of any waiver, change, modification, consent or discharge is sought.
            (d) This Agreement shall be binding upon and be enforceable  against
the Company and its successors and assigns.

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Insofar as the Employee is concerned,  this  Agreement is personal and cannot be
assigned.
            (e) This Agreement may be executed in one or more counterparts, each
of which shall be deemed an original, but all of which together shall constitute
one and the same instrument.
            (f) This Agreement shall be construed  pursuant to and in accordance
with the laws of the State of New Jersey.
            (g) If any term or provision of this  Agreement is held or deemed to
be  invalid  or  unenforceable,  in whole or in  part,  by a court of  competent
jurisdiction,  this  Agreement  shall  be  ineffective  to the  extent  of  such
invalidity or  unenforceability  without  rendering invalid or unenforceable the
remaining terms and provisions of this Agreement.
            (h) Any  dispute,  grievance  or  controversy  arising  under  or in
connection  with this  Agreement  shall be referred to the Board of Directors of
the  Company  and  shall  be  dealt  with  by  personal  discussion,  and if not
satisfactorily  resolved,  shall be submitted to arbitration  under the Rules of
the American Arbitration Association in New York City.
            (i) Any consent of the Company  required under this Agreement  shall
not be unreasonably withheld or delayed.





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      IN WITNESS  WHEREOF,  the parties have executed this Agreement on the date
first above written.
                                    COMPANY:

                                    Bio-Reference Laboratories, Inc.



                                    By /s/Marc D. Grodman
                                      President
                                      Duly Authorized


                                    EMPLOYEE:



                                    /s/Howard Dubinett
                                    Howard Dubinett





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