Exhibit 10.4.1




 




AMENDMENT NO.  1




 




TO




 




EMPLOYMENT

AGREEMENT




 




AMENDMENT NO.  1

dated as of November 1, 2002 to an EMPLOYMENT

AGREEMENT (“the Agreement”) entered into as of May 1, 1997 between

Bio-Reference Laboratories, Inc., a New Jersey corporation (“the Company”) and

Sam Singer (“Employee”).




 




WITNESSETH:




 




WHEREAS

the parties executed the Agreement as of May 1, 1997 providing for the

employment by the Company of the Employee as Vice President and Chief Financial

Officer of the Company through October 31, 2002; and




 




WHEREAS

the parties hereby agree to amend the Agreement to extend the term for two

years, to grant the Company the option to extend the Agreement for up to two

additional consecutive one-year periods, to modify the compensation terms and

to effect such other changes as are herein set forth;




 




NOW, THEREFORE,

in consideration of the premises and the mutual covenants contained herein and

intending to be legally bound hereby, the parties hereto agree to amend the

Agreement 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 for

an additional one year period (the “First Renewal Year”) and will automatically

renew for a second one year period (the “Second Renewal Year”); provided that

the Company, at its sole option, may elect not to continue the Agreement after

the Expiration Date, by written notice to the Employee no less than one (1)

month before the Expiration Date; and provided further, that if this Agreement

is renewed for the First Renewal Year, the Company, at its sole option, may

elect not to continue this Agreement for the Second Renewal Year by written

notice to the Employee no less than one (1) month before the end of the First

Renewal Year.”




 





























 




C.  “4.  Compensation.”

The “Base Compensation” as set forth in paragraph (a) of

this section in each year of the extension period (including the First and

Second Renewal Year, if applicable) shall in each case be not less than the

salary and bonus authorized for the Employee by the Company’s Compensation

Committee with respect to the Company’s 2002 fiscal year.  In view of the possibility that future

payments of premiums by the Company under the “Split Dollar” Life Insurance

programs referred to in paragraph (b) of this section could be deemed an

extension of credit prohibited by the Sarbanes-Oxley Act of 2002, it is agreed

that the Company will not be required to make any future premium payments under

these programs unless and until this issue is clarified and provided such

payments are not prohibited by the Act. 

The provisions of paragraph (g) of this section concerning increases in

Base Compensation based upon percentage increases in the Consumer Price Index

shall continue to be applicable with respect to each year that the Agreement as

extended (including any renewal year if applicable) is in effect.




 




D.  “5.  Issuance

of Stock and Options.”  This provision under the Agreement has been fully satisfied in

that he stock issued pursuant to paragraph (a) has been issued to the Employee

and is no longer forfeitable and the 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 hereby reaffirm each 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 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


  





 




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