**Exhibit 10.3.3**

 

**AMENDMENT NO. 3**

**TO**

**EMPLOYMENT AGREEMENT**

 

**AMENDMENTNO. 3** dated as of December 18, 2007 to an **EMPLOYMENTAGREEMENT**entered into as of May 1, 1997 between Bio-ReferenceLaboratories, Inc., a New Jersey corporation (“the Company”) and Howard Dubinett,Executive Vice President (“Employee”), previously amended as of November 1,2002 by Amendment No.1 and as of January 7, 2004 by Amendment No.2 (theEmployment Agreement, Amendment No.1 and Amendment No.2 collectively referredto as the “ Agreement”).

 

**WITNESSETH:**

 

**WHEREAS** the parties executed the Employment Agreement as of May 1,1997 providing for the employment by the Company of the Employee as ExecutiveVice President and Chief 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 term for twoyears, to grant the Company the option to extend the Agreement for up to twoadditional consecutive one-year periods, to modify the compensation terms andto effect other changes; and

 

**WHEREAS** pursuant to Amendment No.2 executed as of January 7,2004, the parties amended the Employment Agreement to extend the term for twoadditional years, to grant the Company the option to extend the Agreement foran additional year and to effect other changes, and

 

**WHEREAS** the parties hereby agree to amend the Agreement toextend the term for two additional years, to grant the Company the option tocontinue to renew the Agreement, subject to the Employee’s right to terminatethe Agreement, and to modify the compensation terms; all as herein set forth:

 

**NOW, THEREFORE**, in consideration of the premises and themutual covenants contained herein and intending to be legally bound hereby, theparties hereto agree to amend the Agreement as follows:

 

**A.****           ****“1. Termsof Employment.”**The “Expiration Date: as set forth in this section isextended to the later of October 31, 2009 or any subsequent date to whichthis Agreement is extended pursuant to Section 2 hereof.

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

 

**“2. Renewal.”** This Agreement may berenewed and extended beyond the Expiration Date set forth in section 1 foradditional one year periods at the Company’s option. This Agreement will beautomatically extended at the end of each Company fiscal year for an additionalone year term beyond its then Expiration Date unless the Company gives writtennotice to the Employee not less than ten (10) days prior to the end of thefiscal year preceding the fiscal year containing the Expiration Date that itelects not to extend the Agreement (the “Non-Extension Date”). By way ofexample:

 
| **If the Company Fails**                   | ** ** | **Agreement Expiration Date** | ** ** |
|--------------------------------------------|------------|-------------------------------|------------|
| **To Give the Non-Extension**              | ** ** | **Automatically Extended to** |       |
| **Notice On or Prior to  October 21** | ** ** | **October 31**           |       |
|                                       |       |                          |       |
| 2008                                       |       | 2010                          |       |
| 2009                                       |       | 2011                          |       |

 

 

Oncethe Company gives a Non-Extension Notice, this Agreement shall terminate at theclose of business on October 31 of the Company’s fiscal year nextsucceeding the fiscal year in which the Non-Extension Notice was given. By wayof example, if the Non-Extension Notice is given in fiscal 2009 on or prior to October 21of such year, the Agreement will terminate on October 31, 2010.

 

        Anything to the contrary hereincontained notwithstanding , the Employee shall have the absolute right in hisown discretion to terminate the Agreement effective on January 1 of anycalendar year commencing January 1, 2010 (the “Effective Termination Date”)by providing the Company with not less than 90 days prior written notice of hiselection to terminate. In the event the Employee so elects to terminate theAgreement and continues to provide the services required by the Agreementthrough the Effective Termination Date, he shall be entitled to continue to bepaid his Base Compensation at the rate in effect at the date of his notice toterminate as well as all employee benefits to which he is entitled, through theEffective Termination Date

 

**C.****           ****“4. Compensation.”** The “BaseCompensation” as set forth in paragraph (a) of this section shall be notless than $355,000 in each of fiscal 2008 and 2009 as well as in eachsubsequent year of an extension period. The provisions of paragraph (g) ofthis section concerning increases in Base Compensation based upon percentageincreases in the Consumer Price Index shall continue to be applicable withrespect to each year that the Agreement as extended (including any renewal yearif applicable) is in effect.

 

**D.****           ****OtherProvisions.** Except as specifically modified of amended herein,the parties hereto hereby reaffirm each provision of the Agreement as of thedate hereof.

 

**IN WITNESS WHEREOF**, the undersigned have eachduly executed this Amendment No. 3 to the Agreement as of the date firstabove written.

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

 

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