**Exhibit 10.13.2**

 
| **Fifth Amendment to Loan Documents** |  |
|---------------------------------------|--|

 

**THIS FIFTH AMENDMENT TO LOAN DOCUMENTS**(this **“Amendment”**) is made as of October 31,2007, and is by and among **Bio-Reference Laboratories, Inc.**(“BRLI”), and **BRLI No. 2 Acquisition Corp**.,which conduct business as Gene DX, Inc. (“BRLI-DX” and a “Subsidiary Party”)(BRLI and the Subsidiary Party herein each a “Borrower” and, collectively, “Borrowers”),the financial institutions which are party hereto (collectively, the “Lenders”and individually a “Lender”) and **PNC BANK, NATIONALASSOCIATION**in its capacity as the agent for the Lenders and as thesole Lender****(in each such capacity, the “Bank”).

**BACKGROUND**

 

A.                                   TheBorrowers, together with **Medilabs, Inc.**as a Subsidiary Party Borrower, have executed and delivered to the Bank, one ormore promissory notes, letter agreements, loan agreements, security agreements,mortgages, pledge agreements, collateral assignments, and other agreements,instruments, certificates and documents, some or all of which are more fullydescribed on attached Exhibit A, which is made a part of thisAmendment (collectively as amended from time to time, the “Loan Documents”)which evidence or secure some or all of the Borrowers’ obligations to the Bankfor one or more loans or other extensions of credit (the “Obligations”).

 

B.                                     TheBorrowers and the Bank desire to amend the Loan Documents to, among otherthings, remove Medilabs, Inc. as a Borrower under the Loan Documents andto change certain of the other terms and conditions of the Loan Documents, allas provided for in this Amendment.

 

**NOW, THEREFORE,** inconsideration of the mutual covenants herein contained and intending to belegally bound hereby, the parties hereto agree as follows:

 

### 1.                             Certain of the Loan Documents are amendedas set forth in Exhibit A. Any and all references to any Loan Document inany other Loan Document shall be deemed to refer to such Loan Document asamended by this Amendment. This Amendment is deemed incorporated into each ofthe Loan Documents. Any initially capitalized terms used in this Amendmentwithout definition shall have the meanings assigned to those terms in the LoanDocuments. To the extent that any term or provision of this Amendment is or may beinconsistent with any term or provision in any Loan Document, the terms andprovisions of this Amendment shall control.

###  

### 2.                             (a) Each of the Borrowers herebycertifies that: (a) all of its representations and warranties in the LoanDocuments, as amended by this Amendment, are, except as may otherwise bestated in this Amendment: (i) true and correct as of the date of thisAmendment, (ii) ratified and confirmed without condition as if made anew,and (iii) incorporated into this Amendment by reference.

 

### (b) Each of the Borrowers herebycertifies that (i) no Event of Default or event which, with the passage oftime or the giving of notice or both, would constitute an Event of Default,exists under any Loan Document which will not be cured by the execution andeffectiveness of this Amendment, (ii) no consent, approval, order orauthorization of, or registration or filing with, any third party is requiredin connection with the execution, delivery and carrying out of this Amendmentor, if required, has been obtained or shall be obtained on a timely basispursuant to the terms of this Amendment and (iii) this Amendment has beenduly authorized, executed and delivered so that it constitutes the legal, validand binding obligation of each Borrower, enforceable in accordance with itsterms. The Borrowers confirm that the Obligations remain outstanding withoutdefense, set off, counterclaim, discount or charge of any kind as of the dateof this Amendment.

###  

### 3.                                       Each of the Borrowers hereby confirmsthat any collateral for the Obligations, including liens, security interests, mortgages,and pledges granted by the Borrowers or third parties (if applicable), shallcontinue unimpaired and in full force and effect, and shall cover and secureall of the Borrowers’ existing and future Obligations to the Bank, as modifiedby this Amendment.

 

61

----

 

4.                                       Asa condition precedent to the effectiveness of this Amendment, the Borrowersshall comply with the terms and conditions (if any) specified in Exhibit A.

 

5.                                       Toinduce the Bank to enter into this Amendment, to the extent permitted by law,each of the Borrowers waives and releases and forever discharges the Bank andits officers, directors, attorneys, agents, and employees from any liability,damage, claim, loss or expense of any kind that it may have against theBank or any of them arising out of or relating to the Obligations. Each of theBorrowers further agrees to indemnify and hold the Bank and its officers,directors, attorneys, agents and employees harmless from any loss, damage,judgment, liability or expense (including attorneys’ fees) suffered by orrendered against the Bank or any of them on account of any claims arising outof or relating to the Obligations. Each of the Borrowers further states that ithas carefully read the foregoing release and indemnity, knows the contentsthereof and grants the same as its own free act and deed.

 

6.                                       ThisAmendment may be signed in any number of counterpart copies and bythe parties to this Amendment on separate counterparts, but all such copies shallconstitute one and the same instrument. Delivery of an executed counterpart ofa signature page to this Amendment by facsimile transmission shall beeffective as delivery of a manually executed counterpart. Any party soexecuting this Amendment by facsimile transmission shall promptly deliver amanually executed counterpart, provided that any failure to do so shall notaffect the validity of the counterpart executed by facsimile transmission.

 

7.                                       ThisAmendment will be binding upon and inure to the benefit of each Borrower andthe Bank and their respective heirs, executors, administrators, successors andassigns.

 

8.                                       ThisAmendment has been delivered to and accepted by the Bank and will be deemed tobe made in the State where the Bank’s office indicated in the Loan Documents islocated. This Amendment will be interpreted and the rights and liabilities ofthe parties hereto determined in accordance with the laws of the State wherethe Bank’s office indicated in the Loan Documents is located, excluding itsconflict of laws rules.

 

9.                                       Exceptas amended hereby, the terms and provisions of the Loan Documents remainunchanged, are and shall remain in full force and effect unless and untilmodified or amended in writing in accordance with their terms, and are herebyratified and confirmed. Except as expressly provided herein, this Amendmentshall not constitute an amendment, waiver, consent or release with respect toany provision of any Loan Document, a waiver of any default or Event of Defaultunder any Loan Document, or a waiver or release of any of the Bank’s rights andremedies (all of which are hereby reserved). **Each of theBorrowers expressly ratifies and confirms the waiver of jury trial provisionscontained in the Loan Documents.**

 

[Signature page follows.]

 

**WITNESS** thedue execution of this Fifth Amendment to Loan Documents as a document underseal as of the date first written above.

 
| ATTEST: |                        | **BIO-REFERENCE  LABORATORIES, INC.** |
|---------|-----------------------------|--------------------------------------------|
|    |                        |                                       |
|    |                        |                                       |
| By:     |   /S/  Sam Singer |                                       | By: |   /S/  Marc D. Grodman |   |
| Name:   | SAM  SINGER                 |                                       |   | Name: | MARC  D. GRODMAN    (SEAL) |
| Title:  | Secretary                   |                                       |   | Title: | President |
|         |                             |                                            |  |  |  |  |  |  |  |  |

 

62

----

 
| ATTEST:    |                        |   | **BRLI NO. 2  ACQUISITION CORP.,** |                                |
|------------|-----------------------------|--------|-----------------------------------------|-------------------------------------|
|       |                        |   | doing  business as Gene DX, Inc.   |                                |
|       |                        |   | Subsidiary  Party                       |                                |
|       |                        |   |                                    |                                |
|       |                        |   |                                    |                                |
| By:        |   /S/  Sam Singer |   | By:                                     |                                | /S/  Marc D. Grodman |
| Name:      | SAM  SINGER                 |   |                                    | (SEAL)                              |   |
| Title:     | Secretary                   |   |                                    | Name:                               | MARC  D. GRODMAN |
|       |                        |   |                                    | Title:                              | President |
|       |                        |   |                                    |                                |   |
|       |                        |   |                                    |                                |   |
| ** ** | ** **                  |   |                                    | **PNC  BANK, NATIONAL ASSOCIATION** |   |
|       |                        |   |                                    |                                |   |
|       |                        |   |                                    |                                |   |
|       |                        |   |                                    | By:                                 |  /S/  Parameswar Sivaramakrishnan |
|       |                        |   |                                    |                                | (SEAL) |
|       |                        |   |                                    | Name:                               | PARAMESWAR  SIVARAMAKRISHNAN |
|       |                        |   |                                    | Title:                              | Vice  President |
|            |                             |        |                                         |                                     |  |  |  |  |  |  |  |  |  |  |  |  |  |  |

 

 

Bysigning below as of this 31st day of October, 2007, Medilabs, Inc.hereby acknowledges and agrees as follows: (a) from and after this date, it shall have no right to requestAdvances or any other financial accommodations from the Bank under the LoanDocuments; (b) the Bank’s security interest in and lien upon all of theassets of Medilabs, Inc. are continuing and are in full force and effectas of the date of this Fifth Amendment, and (c) such security interest andlien shall continue in full force and effect, notwithstanding the dissolutionof Medilabs, Inc. and the sale, transfer or other conveyance of suchassets to another Person, unless and until Bank shall provide a written releaseof such security interest and lien.

 

 
| ATTEST: | **MEDILABS, INC.**,    |
|---------|-----------------------------|
|    |                        | a  Subsidiary Party |   |
|    |                        |   |   |
|    |                        |   |   |
| By:     |   /S/  Sam Singer |   | By: |    /S/  Marc D. Grodman |
| Name:   | SAM  SINGER                 |   | (SEAL) |
| Title:  | Secretary                   | Name: | MARC  D. GRODMAN |
|    |                        | Title: | President |
|         |                             |  |  |  |  |  |  |  |  |

 

63

----

 

**EXHIBIT A TO**

**FIFTH AMENDMENT TO LOAN DOCUMENTS**

**DATED AS OF October 31, 2007**

 

**A.**                                    The “Loan Documents”that are the subject of this Amendment include the following (as any of theforegoing have previously been amended, modified or otherwise supplemented):

 

1.                                       Amended andRestated Loan and Security Agreement dated as of September 30, 2004, asamended by that certain:  (a) letteramendment dated April 20, 2005, (b) Second Amendment to LoanDocuments dated as of January 19, 2006, (c) Third Amendment to LoanDocuments dated September 13, 2006, and (d) Fourth Amendment to LoanDocuments Dated as of October 1, 2006 (as amended, the “Loan Agreement”).

 

2.                                       All otherdocuments, instruments, agreements, and certificates executed and delivered inconnection with the Loan Documents listed in this Section A.

 

**B.**                                    The Loan Agreement is hereby amended asfollows:

 

1.                                       Release ofMedilabs. The Loan Agreement is hereby amended in itsentirety to delete Medilabs, Inc. as a Borrower and to release Medilabs, Inc.from all of its Obligations under the Loan Agreement and the Other Documentsunder the following terms and conditions:

 

(a)                                  By theexecution and delivery of this Fifth Amendment, and in consideration of and asan inducement for the agreement by Agent and Lenders to (i) releaseMedilabs, Inc. as a Subsidiary Party and Borrower under the Loan Agreementand Other Documents and (ii) consent to the dissolution of Medilabs, Inc.,Borrowers hereby covenant and agree that they hereby assume and accept as jointand several obligors, all of the Obligations, which are or may beattributable to Medilabs, Inc., and agree to pay and perform all ofsuch Obligations in the manner and at the times set forth in the Loan Agreementor in the Other Documents.

 

(b)                                 BRLI furthercovenants and agrees that it shall (x) not permit Medilabs, Inc. toconduct any business or own any assets at any time after December 31,2007; (y) take all steps which are necessary to dissolve Medilabs, Inc.as soon as is practicable after December 31, 2007, and (z) cause anyand all assets of Medilabs, Inc. to be transferred and conveyed to BRLI orto such other Person as BRLI, upon prior written notice to Bank, shall elect.

 

(c)                                  By theexecution and deliver and delivery of this Fifth Amendment, in consideration ofthe covenants and agreement of Borrowers set forth above, Bank hereby consentsto the dissolution of Medilabs, Inc.

 

2.                                       New Definitions. Article 1of the Loan Agreement, Section 1.2 is hereby amended to add the followingas new definitions:

 

“Fifth Amendment” shall mean the FifthAmendment to Loan Documents dated as of the Fifth Amendment Closing Date.

 

“Fifth Amendment Closing Date” shall mean October 31,2007.

 

3**.**                                       Extension of Term. Article 13of the Loan Agreement, the first sentence of Section 13.1, is herebyamended and restated, in order to extend the Term for a one-year period, asfollows:

 

13.1.                        Term. ThisAgreement, which shall inure to the benefit of and shall be binding upon therespective successors and permitted assigns of Borrower, Agent and each

 

64

----

 

Lender,shall become effective on the date hereof and shall continue in full force andeffect until October 31, 2008 (the “Term”) unless sooner terminated asherein provided.

 

**C.****                                   **Waiver.

 

1.                                       Borrowers hereby acknowledge that (a) theyhave failed to comply with Section 7.6 of the Loan Agreement, due to thatfact that Borrowers’ total Capital Expenditures as of July 31, 2007 and asof October 31, 2007 exceeded the annual permitted amount of $10,000,000.00and (b) this failure to comply has resulted in the occurrence of an Eventof Default under the Loan Agreement.

 

2.                                       Borrowers hereby request that Agent agree towaive this Event of Default.

 

3.                                       Agent hereby waives the Event of Defaultnoted above.

 

4.                                       This waiver is specific to the Event ofDefault as it existed on the dates noted. This waiver is not intended and shallnot be deemed to extend to any other Event of Default, whether known or unknownand whether now existing or hereafter arising.

 

5.                                       The granting of this waiver in this instanceshall not create an obligation on the part of Agent to grant any waiver asto the same or any other Default or Event of Default in the future. Agenthereby reserves all of its rights and remedies with respect to such otherDefaults and Events of Default, whether known or unknown and whether nowexisting or hereafter arising.

 

**D**                                       Conditions to Effectiveness of Amendment: Agent’s willingness to agree to the amendments and waiver set forth inthis Amendment are subject to the prior satisfaction of the followingconditions:

 

1.                                       Execution by all parties and delivery to PNCof the following, each in form and substance acceptable to Agent:

 

(a)                                  This Fifth Amendment;

 

(b)                                 A Ninth Amended and Restated SecuredRevolving Note in the amount of Thirty Million Dollars ($30,000,000.00)executed by each Borrower; and

 

(c)                                  A resolution authorizing the due execution ofthis Amendment by each Borrower and by Medilabs; and

 

(d)                                 Such other documents, agreements andinstruments as Bank shall reasonably require.

 

2.                                       Reimbursement by Borrowers of the fees andexpenses of Bank’s counsel, whether incurred in connection with this Amendmentor in conjunction with the continuing commercial lending relationship betweenPNC and Borrowers, which fees and expense may be paid by Agent making aloan from the revolving line of credit, from time to time, in the amount ofsuch fees and expenses and retaining the proceeds in satisfaction of same.

 

**E.**                                      Post-Closing Conditions to the continuingeffectives of this Fifth Amendment.

 

1.                                       Delivery to Agent or its counsel of truecopies of documents, as filed with the Secretary of State of the State of NewYork, evidencing the dissolution of Medilabs, Inc. within thirty (30) daysof the filing date.

 

65

----

 

**CONSENT BY GUARANTOR**

 

The undersigned Guarantor to the provisions of the foregoing Amendment(the “**Amendment**”) and all prior amendments(if any) and confirms and agrees that:

 

(a)                                  theGuarantor’s obligations under its:  (i) ContinuingUnlimited Corporate Guaranty dated as of September 30, 2004, (ii) Amendedand Restated Continuing Unlimited Corporate Guaranty dated as of October 31,2006, and (iii) Guarantor’s Security Agreement dated as of September 30,2004 (collectively, the “**Guaranty**”),relating to the Obligations mentioned in the Amendment, shall be unimpaired bythe Amendment; and

 

(b)                                 theGuarantor has no defenses, set offs, counterclaims, discounts or charges of anykind against the Bank, its officers, directors, employees, agents or attorneyswith respect to the Guaranty; and (c) all of the terms, conditions andcovenants in the Guaranty remain unaltered and in full force and effect and arehereby ratified and confirmed and apply to the Obligations, as modified by theAmendment. The Guarantor certifies that all representations and warranties madein the Guaranty are true and correct.

 

The Guarantor hereby confirms that any collateral for the Obligations,including liens, security interests, mortgages, and pledges granted by theGuarantor or third parties (if applicable), shall continue unimpaired and infull force and effect, shall cover and secure all of the Guarantor’s existingand future Obligations to the Bank, as modified by this Amendment.

 

TheGuarantor ratifies and confirms the waiver of jury trial provisions containedin the Guaranty.

 

**WITNESS** thedue execution of this Consent and Acknowledgement as a document under seal asof the date of this Fifth Amendment, intending to be legally bound hereby.

 

 
| ATTEST: |                              | **CareEvolve.com, Inc.** |
|---------|-----------------------------------|-------------------------------|
|    |                              |                          |   |   |
|    |                              |                          |   |   |
| By:     |    /S/  Sam Singer |                          | By: |    /S/  Marc D. Grodman |
| Name:   | SAM  SINGER                       | Name:                         | MARC  D. GRODMAN   (SEAL) |   |
| Title:  | Secretary                         | Title:                        | President |   |
|         |                                   |                               |  |  |  |  |  |  |  |

 

66

----

 

**NINTH AMENDED AND RESTATED SECURED REVOLVINGNOTE**

**(PNC Bank, National Association)**

 
| $30,000,000.00 |   | As of October 31, 2007 |
|----------------|--------|-----------------------------|

 

**FOR VALUE RECEIVED**, **BIO-REFERENCELABORATORIES, INC.**, a New Jersey corporation with an address at481 Edward H. Ross Drive, Elmwood Park, New Jersey 07497 and its Subsidiary orSubsidiaries party hereto (collectively, jointly and severally the “**Borrowers**”), promise to pay on the earlier of demand made inaccordance with the terms of the Loan Documents (as defined herein) or **October 31, 2008**, to the order of **PNC BANK**,**NATIONAL ASSOCIATION** (the “**Lender**”), in lawful money of the United States of America inimmediately available funds at the Payment Office of PNC Bank, NationalAssociation as the Agent for the Lenders (the “**Agent**”)at its offices located at Two Tower Center Boulevard, East Brunswick, NewJersey 08816, or at such other location as Lender may designate from timeto time, the principal sum of **THIRTY MILLION DOLLARS($30,000,000.00)**(the “**Facility**”) orsuch lesser amount as may be advanced to or for the benefit of Borrowershereunder, together with interest accruing on the outstanding principal balancefrom the date hereof, as provided below:

 

**1.****                                      Rateof Interest.**Amounts outstanding under this Note will bear interest ata rate per annum which, as Borrowers shall elect in accordance with the termsof the Loan Documents, shall be at all time equal to either (a) theAlternate Base Rate per annum plus the Applicable Margin with respect toDomestic Rate Loans or (b) the Eurodollar Rate plus the Applicable Marginwith respect to Eurodollar Loans. Interest will be calculated on the basis of ayear of 360 days for the actual number of days in each interest period. For allDomestic Rate Loans, if and when the Alternate Base Rate changes, the rate ofinterest on this Note will change automatically without notice to Borrowers,effective on the date of any such change. In no event will the rate of interesthereunder exceed the maximum rate allowed by law.

 

**2.****                                      Advances.**Borrowers may request advances, repay and request additional advanceshereunder, subject to the terms and conditions of this Note and the LoanDocuments. In no event shall the aggregate unpaid principal amount of advancesunder this Note exceed the face amount of this Note.

 

**3.****                                      PaymentTerms.**The outstanding principal balance and any accrued but unpaidinterest shall be due and payable to Agent on the earlier of demand made inaccordance with the Loan Documents or October 31, 2008. Accrued interestwill be due and payable in the absence of demand on the first (1st) day of eachmonth with respect to Domestic Rate Loans and on the last day of each InterestPeriod (or calendar quarter within an Interest Period, in the case of InterestPeriods exceeding three months) with respect to Eurodollar Loans. If anypayment under this Note shall become due on a Saturday, Sunday or publicholiday under the laws of the State of New Jersey, such payment shall be madeon the next succeeding Business Day and such extension of time shall beincluded in computing interest in connection with such payment. Borrowershereby authorize Agent to charge Borrowers’ deposit account at Agent for anypayment when due hereunder. Payments received will be applied to charges, feesand expenses (including attorneys’ fees), accrued interest and principal in anyorder Agent may choose, in its sole discretion.

 

67

----

 

**4.****                                      LatePayments; Default Rate.**If Borrowers fail to make any payment ofprincipal, interest or other amount coming due pursuant to the provisions ofthis Note within ten (10) calendar days of the date due and payable,Borrowers also shall pay to Lender a late charge equal to two percent (2%) ofthe amount of such payment. Such ten (10) day period shall not beconstrued in any way to extend the due date of any such payment. The latecharge is imposed for the purpose of defraying Lender’s expenses incident tothe handling of delinquent payments and is in addition to, and not in lieu of,the exercise by Agent or Lender of any rights and remedies hereunder, under theother Loan Documents or under applicable laws, and any fees and expenses of anyagents or attorneys which Agent or Lender may employ. Upon the occurrenceof an Event of Default under the Loan Documents, at the option of the RequiredLenders, this Note shall bear interest at a rate per annum (based on a year of360 days and actual days elapsed) which shall be two percent (2%) per annum inexcess of the interest rate in effect from time to time with respect toDomestic Rate Loans but not more than the maximum rate allowed by law (the “**Default Rate**”). The Default Rate shall continue to applywhether or not judgment shall be entered on this Note.

 

**5.****                                      Prepayment.**The indebtedness evidenced by this Note may be prepaid in whole or in part atany time without penalty, so that the outstanding principal balance hereof may bereduced to Zero ($0) Dollars from time to time.

 

**6.****                                      OtherLoan Documents.**This Note is issued in connection with the Amended andRestated Loan and Security Agreement dated as of September 30, 2004, asheretofore and as may in the future be amended from time to time (the **“Credit Agreement”**) and the Other Documents executed inconjunction therewith, as the same may be amended from time to time, theterms of which are incorporated herein by reference (the “**LoanDocuments**”) and is secured by the property described in the LoanDocuments and by such other collateral as previously may have been, is, orin the future may be granted to Agent to secure this Note. Any capitalizedterm not defined herein shall be defined as set forth in the Credit Agreement,the terms and conditions of which are incorporated herein by reference as ifset forth herein at length.

 

**7.****                                      AdvanceProcedures.**A request for advance made by telephone must be promptlyconfirmed in writing by such method as Agent may require. Borrowersauthorize Agent to accept telephonic requests for advances, and Agent shall beentitled to rely upon the authority of any person providing such instructions. Borrowershereby indemnify and hold Agent harmless from and against any and all damages,losses, liabilities, costs and expenses (including reasonable attorneys’ feesand expenses) which may arise or be created by the acceptance of suchtelephone requests or making such advances. Agent will enter on its books andrecords, which entry when made will be presumed correct, the date and amount ofeach advance, as well as the date and amount of each payment made by Borrowers.

 

**8.****                                      Eventsof Default.**The occurrence of any of the Events of Default set forth inthe Loan Documents will be deemed to be an “**Event ofDefault**” under this Note. Upon the occurrence of an Event ofDefault:  (a) Lender shall be underno further obligation to make advances hereunder; (b) if an Event ofDefault specified in Section 10.5 or 10.6 of the Credit Agreement shalloccur, the outstanding principal balance and accrued interest hereundertogether with any additional amounts payable hereunder shall be immediately dueand payable without demand or notice of any kind; (c) if any other Eventof Default shall occur, the outstanding principal balance and accrued interesthereunder together with any additional amounts payable hereunder, at the optionof the Required Lenders and without demand or notice of any kind, may beaccelerated and become immediately due and payable; (d) at the option ofthe Required Lenders, this Note will bear interest at the Default Rate from thedate of the occurrence of the Event of Default; and (e) Agent and Lender may exercisefrom time to time any of the rights and remedies available to Agent and Lenderunder the Loan Documents or under applicable law.

 

**9.****                                      Rightof Setoff.**In addition to all liens upon and rights of setoff againstthe money, securities or other property of Borrowers given to Lender by law,Lender shall have, with respect to Borrowers’ obligations to Lender under thisNote and to the extent permitted by law, a contractual possessory securityinterest in and a contractual right of setoff against, and Borrowers herebyassign, convey, deliver, pledge and transfer to Lender all of Borrowers’ right,title and interest in and to, all deposits, moneys, securities and otherproperty of Borrowers now or hereafter in the possession of or on deposit with,or in transit to, Lender whether held in general or special account or deposit,whether held jointly with someone else, or whether held by Lender forsafekeeping or otherwise, excluding, however, all IRA, Keogh, and trustaccounts. Every such security

 

68

----

 

interest and right of setoff may be exercised without demand uponor notice to Borrowers. Every such right of setoff shall be deemed to have beenexercised hereunder without any action of Lender, although Lender may entersuch setoff on its books and records at a later time.

 

**10.****                               Miscellaneous.**No delay or omission of Agent or Lender to exercise any right or powerarising hereunder shall impair any such right or power or be considered to be awaiver of any such right or power, nor shall Agent or Lender’s action orinaction impair any such right or power. Borrowers agree to pay on demand, tothe extent permitted by law, all costs and expenses incurred by Agent andLender in the enforcement of  theirrights in this Note and in any security therefor, including without limitationreasonable fees and expenses of their counsel. If any provision of this Note isfound to be invalid by a court, all the other provisions of this Note willremain in full force and effect. Borrowers and all other makers and endorsers ofthis Note hereby forever waive presentment, protest, notice of dishonor andnotice of non-payment. Borrowers also waives all defenses based on suretyshipor impairment of collateral. If this Note is executed by more than oneBorrower, the obligations of such persons or entities hereunder will be jointand several. This Note shall bind Borrowers and their successors and assigns,and the benefits hereof shall inure to the benefit of Lender and its successorsand assigns.

 

This Note has been delivered to and accepted by Lender and will bedeemed to be made in the State of New Jersey. **THIS NOTEWILL BE INTERPRETED AND THE RIGHTS AND LIABILITIES OF LENDER AND  BORROWERS DETERMINED IN ACCORDANCE WITH THELAWS OF THE STATE OF NEW JERSEY, EXCLUDING ITS CONFLICT OF LAWS RULES.**Borrowershereby irrevocably consent to the exclusive jurisdiction of any state orfederal court for the county of Middlesex, New Jersey or judicial district ofNew Jersey, and consents that all service of process be sent by nationallyrecognized overnight courier service directed to Borrowers at Borrowers’address set forth in the Credit Agreement and service so made will be deemed tobe completed on the Business Day after deposit with such courier; provided thatnothing contained in this Note will prevent Agent or Lender from bringing anyaction, enforcing any award or judgment or exercising any rights againstBorrowers individually, against any security or against any property ofBorrowers within any other county, state or other foreign or domesticjurisdiction. Borrowers acknowledge and agree that the venue provided above isthe most convenient forum for both Lender and Borrowers. Borrowers waive anyobjection to venue and any objection based on a more convenient forum in anyaction instituted under this Note.

 

**11.****                               Waiverof Jury Trial. BORROWERS IRREVOCABLY WAIVE ANY AND ALL RIGHTS BORROWERS MAY HAVETO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR CLAIM OF ANY NATURE RELATING TOTHIS NOTE, ANY DOCUMENTS EXECUTED IN CONNECTION WITH THIS NOTE OR ANYTRANSACTION CONTEMPLATED IN ANY SUCH DOCUMENTS. BORROWERS ACKNOWLEDGE THAT THEFOREGOING WAIVER IS KNOWING AND VOLUNTARY.**

 

**12.****                               Substitutionof Note.**This Note evidences indebtedness created under the CreditAgreement, which indebtedness is in full force and effect on a continuingbasis, unimpaired and undischarged, under the Credit Agreement. This Note isissued  in substitution for andreplacement of, but not in payment or satisfaction of, that certain EighthAmended and Restated Secured Revolving Note dated as of October 31, 2006,in the face amount of $30,000,000.00.

 

**Borrowers acknowledge that they have has read and understood all theprovisions of this Note, including the waiver of jury trial, and have beenadvised by counsel as necessary or appropriate.**

 

**WITNESS**the dueexecution of this Ninth Amended and Restated Secured Revolving Note as adocument under seal, as of the date first written above, with the intent to belegally bound hereby.

 
| ATTEST: |                       | BIO-REFERENCE LABORATORIES,  |                                     |
|---------|----------------------------|-----------------------------------|------------------------------------------|
|    |                       | INC., a New Jersey corporation    |                                     |
|    |                       |                              |
|    |                       |                              |
| By:     |   /S/ Sam Singer |                              | By:                                      |    /S/ Marc D. Grodman |
|    | SAM SINGER, Secretary      |                              |                                     | MARC D. GRODMAN, President |
|    |                       |                              |
|    |                       |                              |
| ATTEST: |                       |                              | BRLI NO. 2 ACQUISITION ‘CORP., |
|    |                       |                              | a New Jersey corporation                 |
|    |                       |                              | doing business as Gene DX, Inc.     |
|    |                       |                              |
|    |                       |                              |
|    |                       |                              |
| By:     |   /S/ Sam Singer |                              | By:                                      |         /S/ Marc D. Grodman |
|    | SAM SINGER, Secretary      |                              |                                     | MARC D. GRODMAN, President |
|         |                            |                                   |                                          |  |  |  |  |  |  |  |  |  |

 

69

----

 

**CORPORATE RESOLUTION OF MEDILABS, INC.**

**TO AMEND LOAN DOCUMENTS**

 

Theundersigned, being the Chief Financial Officer of **MEDILABS, INC.**(the **“Corporation”**) does hereby certifythat the following Resolution was duly adopted by unanimous consent of theBoard of Directors of the Corporation, and in lieu of meeting:

 

**WHEREAS,**theCorporation, **BIO-REFERENCE LABORATORIES, INC.**,and **BRLI NO. 2 ACQUISITION CORP.**(collectively, the “Companies”) are engaged in a commercial lendingrelationship with **PNC BANK, NATIONALASSOCIATION**, (**“PNC”**) pursuantto which certain loan agreements have previously been executed; and

 

**WHEREAS,** theshareholders and directors of the Corporation desire to have the Corporationreleased as a co-borrower with the other Companies in order that theCorporation may formulate a plan of dissolution; and

 

**WHEREAS,** theCorporation, the other Companies and PNC have determined that, in order tomemorialize this request,  it is in thebest interest of the Corporation to enter into a Fifth Amendment to the Amendedand Restated Loan and Security Agreement dated as of September 30, 2004,as previously amended.

 

**NOW, THEREFORE, be it**

 

**RESOLVED,**thatthe President and/or Chief Financial Office of the Corporation or any otherperson authorized by either of them, are authorized to execute and deliver theFifth Amendment to Loan Documents in order to document the release of theCorporation as an obligor under the Amended and Restated Loan Agreement and thecontinuation of PNC’s lien and security interest in and to the assets of theCorporation and to execute and deliver any and all documents or other instrumentsin furtherance thereof, and to do such other acts and things as may benecessary or advisable in order to carry out and perform on the part ofthe Corporation, the covenants, conditions and agreements on its part tobe carried out, or to carry out and perform the full effect, intent andpurposes of this Resolution; and

 

AsChief Financial Officer, I further certify that the foregoing Resolution hasnot been repealed, annulled, altered or amended in any respect but remains infull force and effect, and that there is nothing in the Articles ofIncorporation or By-Laws of said Corporation with which anything contained insaid Resolution is in conflict.

 

**IN WITNESS WHEREOF**, I have hereunto set my hand as Chief Financial Officer and affixedthe seal of this Corporation as of the 31st day of October, 2007.

 
|   | **MEDILABS, INC.** |
|--------|-------------------------|
|   |                    |
|   |  By:               |       /S/  Sam Singer |
|   | Name:                   | Sam  Singer |
|   |  Title:            | Chief Financial Officer |
|        |                         |  |  |

 

70

----

 

**CORPORATE RESOLUTION OF**

**BIO-REFERENCE LABORATORIES, INC.**

**TO AMEND LOAN DOCUMENTS**

 

The undersigned, being the Chief Financial Officer of **BIO-REFERENCE LABORATORIES, INC.**(the **“Corporation”**) does hereby certify that the followingResolution was duly adopted by unanimous consent of the Board of Directors ofthe Corporation, and in lieu of meeting:

 

**WHEREAS,**theCorporation, **BRLI NO.2 ACQUISITION CORP.** and **MEDILABS, INC.**(collectively, the “Companies”) areengaged in a commercial lending relationship with **PNC BANK,NATIONAL ASSOCIATION**, (**“PNC”**) pursuantto which certain loan agreements have previously been executed; and

 

**WHEREAS,** theCompanies and PNC have negotiated an amendment to their commercial lendingagreements to, among other things, extend the term of the lending relationshipto October 31, 2008, and to delete Medilabs, Inc. as a co-borrower;and

 

**WHEREAS,** infurtherance of the said negotiations it has been determined that it is in thebest interest of the Corporation to enter into a Fifth Amendment to the Amendedand Restated Loan and Security Agreement dated as of September 30, 2004,as amended by that certain letter amendment dated April 20, 2005, by thatcertain Second Amendment to Loan Documents dated as of January 19, 2006,by that certain Third Amendment to Loan Documents dated September 14, 2006and by that certain Fourth Amendment to Loan Documents dated as of October 31,2006.

 

**NOW, THEREFORE, be it**

 

**RESOLVED,**that thePresident and/or Chief Financial Officer of the Corporation or any other personauthorized by either of them, are authorized to negotiate for and borrow money;discount bills receivable or negotiable paper; and obtain credit for theCorporation from PNC under such terms and conditions as they, in their bestbusiness judgment may deem advisable, and in connection therewith, tomake, execute, endorse and deliver any notes, drafts, acceptances, agreementsor any other obligations of the Corporation, or amendments to any previouslyexecuted obligations or agreements, and as security therefor, to mortgage,pledge, or hypothecate any stocks, notes, bills or accounts receivable, billsof lading, warehouse receipts, inventory, equipment, fixtures, furniture, realestate or other instruments or assets of the Corporation and to execute anddeliver any and all endorsements, instruments of assignment, pledge agreements,financing statements, security agreements, mortgages, powers of attorney,documents or other instruments in furtherance thereof, and to do such otheracts and things as may be necessary or advisable in order to carry out andperform on the part of the Corporation, the covenants, conditions andagreements on its part to be carried out, or to carry out and perform thefull effect, intent and purposes of this Resolution.

 

As Chief Financial Officer, I further certify that the foregoing Resolutionhas not been repealed, annulled, altered or amended in any respect but remainsin full force and effect, and that there is nothing in the Articles ofIncorporation or By-Laws of said Corporation with which anything contained insaid Resolution is in conflict.

 

**IN WITNESS WHEREOF**,I have hereunto set my hand as Chief Financial Officer and affixed the seal ofthis Corporation as of the 31st day of October, 2007.

 

 
|   | **BIO-REFERENCE LABORATORIES, INC.** |
|--------|-------------------------------------------|
|   |                                      |   |
|   | By:                                       |      /S/ Sam Singer |
|   | Name:                                     | Sam Singer |
|   | Title:                                    | Chief Financial Officer |
|        |                                           |  |  |  |  |

 

71

----

 

**CORPORATE RESOLUTION OF**

**BRLI NO. 2 ACQUISITION CORP.**

**TO AMEND LOAN DOCUMENTS**

 

The undersigned, being the Chief Financial Officer of **BRLI NO. 2 ACQUISITION CORP.**(the **“Corporation”**)does hereby certify that the following Resolution was duly adopted by unanimousconsent of the Board of Directors of the Corporation, and in lieu of meeting:

 

**WHEREAS,**theCorporation, **BIO-REFERENCE LABORATORIES, INC.**and**MEDILABS, INC.**(collectively, the “Companies”) areengaged in a commercial lending relationship with **PNC BANK,NATIONAL ASSOCIATION**, (**“PNC”**) pursuantto which certain loan agreements have previously been executed; and

 

**WHEREAS,** theCompanies and PNC have negotiated an amendment to their commercial lendingagreements to, among other things, extend the term of the lending relationshipto October 31, 2008, and to delete Medilabs, Inc. as a co-borrower;and

 

**WHEREAS,** infurtherance of the said negotiations it has been determined that it is in thebest interest of the Corporation to enter into a Fifth Amendment to the Amendedand Restated Loan and Security Agreement dated as of September 30, 2004,as amended by that certain letter amendment dated April 20, 2005, by thatcertain Second Amendment to Loan Documents dated as of January 19, 2006,by that certain Third Amendment to Loan Documents dated September 14, 2006and by that certain Fourth Amendment to Loan Documents dated as of October 31,2006.

 

**NOW, THEREFORE, be it**

 

**RESOLVED,**that thePresident and/or Chief Financial Officer of the Corporation or any other personauthorized by either of them, are authorized to negotiate for and borrow money;discount bills receivable or negotiable paper; and obtain credit for theCorporation from PNC under such terms and conditions as they, in their bestbusiness judgment may deem advisable, and in connection therewith, tomake, execute, endorse and deliver any notes, drafts, acceptances, agreementsor any other obligations of the Corporation, or amendments to any previouslyexecuted obligations or agreements, and as security therefor, to mortgage,pledge, or hypothecate any stocks, notes, bills or accounts receivable, billsof lading, warehouse receipts, inventory, equipment, fixtures, furniture, real estateor other instruments or assets of the Corporation and to execute and deliverany and all endorsements, instruments of assignment, pledge agreements,financing statements, security agreements, mortgages, powers of attorney,documents or other instruments in furtherance thereof, and to do such otheracts and things as may be necessary or advisable in order to carry out andperform on the part of the Corporation, the covenants, conditions andagreements on its part to be carried out, or to carry out and perform thefull effect, intent and purposes of this Resolution.

 

As Chief Financial Officer, I further certify that the foregoingResolution has not been repealed, annulled, altered or amended in any respectbut remains in full force and effect, and that there is nothing in the Articlesof Incorporation or By-Laws of said Corporation with which anything containedin said Resolution is in conflict.

 

**IN WITNESS WHEREOF**,I have hereunto set my hand as Chief Financial Officer and affixed the seal ofthis Corporation as of the 31st day of October, 2007.

 

 
| **.**  | **BRLI NO.2 ACQUISITION CORP.** |                                         |
|--------|---------------------------------|----------------------------------------------|
|   |                            |                                         |
|   | By:                             |      /S/ Sam Singer |
|   | Name:                           | Sam Singer                                   |
|   | Title:                          | Chief Financial Officer                      |
|        |                                 |                                              |  |  |  |

 

72

----