**Exhibit 10.3.1**

 

**AMENDMENT NO.  1**

 

**TO**

 

**EMPLOYMENT AGREEMENT**

 

**AMENDMENTNO.  1** dated asof November 1, 2002 to an **EMPLOYMENTAGREEMENT**(“the Agreement”) entered into as of May 1, 1997 betweenBio-Reference Laboratories, Inc., a New Jersey corporation (“the Company”) andHoward Dubinett (“Employee”).

 

**WITNESSETH:**

 

**WHEREAS**the partiesexecuted the Agreement as of May 1, 1997 providing for the employment by theCompany of the Employee as Executive Vice President and Chief Operating Officerof the Company through October 31, 2002; and

 

**WHEREAS**the partieshereby agree to amend the Agreement to extend the term for two years, to grantthe Company the option to extend the Agreement for up to two additionalconsecutive one-year periods, to modify the compensation terms and to effectsuch other changes as are herein set forth;

 

**NOW, THEREFORE,** inconsideration 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 setforth in this section is extended to October 31, 2004.

 

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

 

**“2.  Renewal.** This Agreement will automaticallyrenew for an additional one year period (the “First Renewal Year”) and willautomatically renew for a second one year period (the “Second Renewal Year”);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; and provided further, that ifthis Agreement is renewed for the First Renewal Year, the Company, at its soleoption, may elect not to continue this Agreement for the Second Renewal Year bywritten notice to the Employee no less than one (1) month before the end of theFirst Renewal Year.”

 

**C. “4.  Compensation.”**The “Base Compensation” as set forth in paragraph (a) of this section in eachyear of the extension period (including the First and Second Renewal Year, ifapplicable) shall in each case be not less than the salary and bonus authorizedfor the Employee by the Company’s Compensation Committee with respect to theCompany’s 2002 fiscal year.  In view ofthe possibility that future payments of premiums by the Company under the“Split Dollar” Life Insurance programs referred to in paragraph (b) of thissection could be deemed an extension of credit prohibited by the Sarbanes-OxleyAct of 2002, it is agreed that the Company will not be required to make anyfuture premium payments under these programs unless and until this issue isclarified and provided such payments are not prohibited by the Act.  The provisions of paragraph (g) of thissection concerning increases in Base

 

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Compensation based uponpercentage increases in the Consumer Price Index shall continue to beapplicable with respect to each year that the Agreement as extended (includingany renewal year if applicable) is in effect.

 

**D. “5.  Issuance of Stock andOptions.”** This provision under the Agreement has been fully satisfied in that hestock issued pursuant to paragraph (a) has been issued to the Employee and isno longer forfeitable and the ISOs referred to in paragraph (b) have also beenissued to the Employee.

 

**E.  OtherProvisions.  **Exceptas specifically modified or amended herein, the parties hereto hereby reaffirmeach provision of the Agreement as of the date hereof.

 

**IN WITNESS WHEREOF,**the undersigned have each duly executed this Amendment No.1 to the Agreement asof the date first above written.

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

 

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