**Exhibit 10.4.1**

 

**AMENDMENT NO.  1**

 

**TO**

 

**EMPLOYMENTAGREEMENT**

 

**AMENDMENT NO.  1**dated as of 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”) andSam Singer (“Employee”).

 

**WITNESSETH:**

 

**WHEREAS**the parties executed the Agreement as of May 1, 1997 providing for theemployment by the Company of the Employee as Vice President and Chief FinancialOfficer of the Company through October 31, 2002; and

 

**WHEREAS**the parties hereby agree to amend the 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 such other changes as are 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 31,2004.

 

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

 

**“****2.  Renewal.** This Agreement will automatically renew foran additional one year period (the “First Renewal Year”) and will automaticallyrenew for a second one year period (the “Second Renewal Year”); provided thatthe Company, at its sole option, may elect not to continue the Agreement afterthe Expiration Date, by written notice to the Employee no less than one (1)month before the Expiration Date; and provided further, that if this Agreementis renewed for the First Renewal Year, the Company, at its sole option, mayelect not to continue this Agreement for the Second Renewal Year by writtennotice to the Employee no less than one (1) month before the end of the FirstRenewal Year.”

 

----

 

**C.  “4.  Compensation.”**The “Base Compensation” as set forth in paragraph (a) ofthis section in each year of the extension period (including the First andSecond Renewal Year, if applicable) shall in each case be not less than thesalary and bonus authorized for the Employee by the Company’s CompensationCommittee with respect to the Company’s 2002 fiscal year.  In view of the possibility that futurepayments of premiums by the Company under the “Split Dollar” Life Insuranceprograms referred to in paragraph (b) of this section could be deemed anextension of credit prohibited by the Sarbanes-Oxley Act of 2002, it is agreedthat the Company will not be required to make any future premium payments underthese programs unless and until this issue is clarified and provided suchpayments are not prohibited by the Act. The provisions of paragraph (g) of this section concerning increases inBase Compensation based upon percentage increases in the Consumer Price Indexshall continue to be applicable with respect to each year that the Agreement asextended (including any renewal year if applicable) is in effect.

 

**D.  “5.  Issuanceof Stock and Options.”**  This provision under the Agreement has been fully satisfied inthat he stock issued pursuant to paragraph (a) has been issued to the Employeeand is no longer forfeitable and the ISOs referred to in paragraph (b) havealso been issued to the Employee.

 

**E.  Other Provisions.** Except as specifically modified or amendedherein, the parties hereto hereby reaffirm each provision of the Agreement asof the date hereof.

 

**IN WITNESSWHEREOF,** the undersigned have each duly executed this AmendmentNo.1 to the Agreement as of the date first above written.

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

 

2

----