**Exhibit10.3.2**

 

**AMENDMENT NO. 2**

** **

**TO**

** **

# **EMPLOYMENT AGREEMENT**

# ** **

**AMENDMENT NO. 2**dated as of January 7, 2004 to an **EMPLOYMENTAGREEMENT**entered into as of May 1, 1997 between Bio-ReferenceLaboratories, Inc., a New Jersey corporation (“the Company”) and Howard Dubinett(“Employee”) and previously amended as of November 1, 2002 by AmendmentNo. 1 (the Employment Agreement and Amendment No. 1 collectively referred to asthe “Agreement”).

 

**WITNESSETH:**

 

**WHEREAS**the parties executed the Employment Agreement as of May 1, 1997 providing forthe employment by the Company of the Employee as Executive Vice President andChief Operating Officer of the Company through October 31, 2002; and

 

**WHEREAS**pursuant to Amendment No. 1 executed as of November 1,2002, the parties amended the Employment Agreement to extend the termfor two years, to grant the Company the option to extend the Agreement for upto two additional consecutive one-year periods, to modify the compensationterms and to effect other changes; and

 

**WHEREAS** the partieshereby agree to amend the Agreement to extend the term for two additional yearsand to grant the Company the option to renew the Agreement for an additionalyear for the compensation and on the terms herein set forth:

 

**NOW, THEREFORE,**in consideration of the premises and the mutual covenants contained herein andintending to be legally bound hereby, the parties hereto agree to amend theAgreement as follows:

 

**A.****            “1. Terms of Employment.”**The “Expiration Date” as set forth in this section is extended to October 31,2006.

 

**B.****            “2. Renewal.”** This section ishereby amended to read in its entirety as follows:

 

**“2. Renewal.**This Agreement will automatically renew for an additional one year period;provided that the Company, at its sole option, may elect not to continue theAgreement after the Expiration Date, by written notice to the Employee no lessthan one (1) month before the Expiration Date.

 

**C. “4. Compensation.”**The “Base Compensation” as set forth in paragraph (a) of this section ineach year of the extension period shall be not less than the salary and bonusauthorized for the Employee by the Company’s Compensation Committee withrespect to the Company’s 2002 fiscal year. In view of the possibility thatfuture payments of premiums by the Company under the “Split Dollar” LifeInsurance program referred to in paragraph (b) of this section could bedeemed an extension of credit prohibited by the Sarbanes- Oxley Act of 2002, itis agreed that the program will be modified pursuant to an EndorsementSplit-Dollar Life Insurance Agreement in which the Company will be the owner ofthe policies on terms which have been agreed to by the parties. The provisionsof paragraph (g) of this section concerning increases in Base Compensationbased upon percentage increases in the Consumer Price Index shall continue tobe applicable with respect to each year that the Agreement as extended(including any renewal year if applicable) is in effect.

 

**D. “5. Issuance ofStock and Options.”** This provision under theAgreement has been fully satisfied in that the stock issued pursuant toparagraph (a) has been issued to the Employee and is no longer forfeitable andthe ISOs referred to in paragraph (b) have also been issued to the Employee.

 

**E.  Other Provisions.**Except as specifically modified or amended herein, the parties hereto herebyreaffirm each provision of the Agreement as of the date hereof.

 

**F. Consideration.**In consideration for the Employee extending the Expiration Date of theAgreement to October 31, 2006 and granting the Company the option to renewthe Agreement for an additional year to October 31, 2007, the Companyagrees to pay the sum of Sixty Thousand ($60,000) Dollars to the Employee.

 

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**IN WITNESS WHEREOF**,the undersigned have each duly executed this Amendment No. 2 to the Agreementas of the date first above written.

 

 
| ** ** | **COMPANY:**                     |
|------------|----------------------------------|
|       | Bio-Reference Laboratories, Inc. |
|       |                             |
|       |                             |
|       | By                               |     s/ Marc  Grodman |   |
|       |                             | Marc Grodman, President |
|       |                             | Duly Authorized |
|       |                             |
|       |                             |
| ** ** | **EMPLOYEE:**                    |
|       |                             |
|       |                             | /s/ Howard Dubinett |   |
|       |                             | Howard Dubinett |
|            |                                  |  |  |  |  |  |  |

 

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