<Page>

                                                                   EXHIBIT 10.6

                                  DADE BEHRING
                        2002 MANAGEMENT STOCK OPTION PLAN

     1.   PURPOSE OF OPTION PLAN. This Dade Behring 2002 Management Stock Option
Plan (the "OPTION PLAN") of Dade Behring Holdings, Inc. (the "COMPANY") is
designed to provide incentives to such present and future officers and employees
of the Company or its Subsidiaries (individually or collectively, "Employer") as
may be selected in the sole discretion of the Committee (collectively,
"PARTICIPANTS"), through grants of Options by the Company to Participants.

     2.   DEFINITIONS. Certain terms used in this Option Plan have the meanings
set forth in Appendix I.

     3.   GRANT OF OPTIONS.

     The Options granted under this Option Plan shall be in such number and form
and upon such terms and conditions as set forth below:

     (a)  NUMBER OF OPTIONS. Options for Four Million One Hundred Eighty-Eight
          Thousand Two Hundred Thirty-One (4,188,231) Option Shares shall be
          granted on the Effective Date. Options for One Million One Hundred
          Forty-Three Thousand Five Hundred Thirty-Five (1,143,535) Option
          Shares shall be granted on the first anniversary of the Effective Date
          and Options for Four Hundred Seventy Thousand Five Hundred
          Eighty-Eight (470,588) Option Shares shall be granted on or after the
          first anniversary of Effective Date to employees hired or promoted
          after the Effective Date. Options with respect to any other Option
          Shares which may become available for issuance under this Option Plan
          shall be granted at such time as determined appropriate by the
          Committee. Within the parameters set forth in this subsection, the
          Committee shall determine the executives and key employees who shall
          receive grants of Options and the number of Option Shares with respect
          to which such Option grants shall relate. Unless such Participant is
          promoted, a Participant who is granted Options on the Effective Date
          and the first anniversary of the Effective Date shall not be eligible
          to receive additional Options under this Option Plan until after the
          second anniversary of the Effective Date. On or after the expiration
          of the reliance period set forth in Treasury Regulations Section
          1.162-27(f)(2) or any successor provision, the maximum number of
          shares of Common Stock (subject to the adjustment provided in Section
          9) available to any one Participant under this Option Plan through
          Options granted after such period in any one calendar year is Five
          Hundred Thousand (500,000) shares of Common Stock.

     (b)  OPTION PRICE. The Option exercise price per share ("Option Price") for
          each Option granted on the Effective Date shall be fourteen dollars
          seventy-two cents ($14.72). The Option Price for each Option granted
          on a date after the Effective Date shall be the lower of (i) ninety
          percent (90%) of the Fair Market Value of a

<Page>

          share of Common Stock at the date of grant of the Option or (ii)
          eighteen dollars forty cents ($18.40).

     (c)  EXERCISABILITY. The Options at each time set forth below will vest,
          and thus become exercisable with respect to the cumulative percentage
          of Option Shares set forth opposite such time if the respective
          Participant is, and has been, continuously employed by the Employer
          from the date of grant through such date:

<Table>
<Caption>
                                                                     Cumulative Percentage
                                                                    of Options Exercisable
                                             Time                         and Vested
     ------------------------   -------------------------------   --------------------------
     <S>                        <C>                                        <C>
     Options Granted on         Earlier of (i) Effectiveness of
     Effective Date:            S-8 Registration Statement or               40%
                                (ii) Ninety (90) Days after the
                                Grant Date

     Options Granted on First   Grant Date                                  40%
     Anniversary of Effective
     Date:

     All Options:               First Anniversary of Respective
                                Grant Date                                  60%

     All Options:               Second Anniversary of
                                Respective Grant Date                       80%

     All Options:               Third Anniversary of
                                Respective Grant Date                      100%
</Table>

          Notwithstanding anything to the contrary herein, all Options of a
          Participant whose employment with the Employer is terminated by the
          Employer without Cause shall be fully vested and thus exercisable upon
          such termination of employment without Cause regardless of the time
          period since the grant of the Option.

          Furthermore, all Options will vest and become exercisable upon a
          Change in Control regardless of the time period since the Option
          grant.

     (d)  EXPIRATION DATE. Except as otherwise set forth herein, vested and
          exercisable Options will expire on the earliest of (i) the six month
          anniversary of the Participant's termination of employment with the
          Employer if the Participant's termination of employment occurs as a
          result of death or Disability; (ii) if the Participant's termination
          of employment with the Employer occurs other than as a result of
          death, Disability or the Employer's termination of the Participant's
          employment for Cause, then on the ninetieth (90th) day after the
          Participant's

                                 - Page 2 of 6 -
<Page>

          Termination Date; (iii) immediately upon the Employer's termination of
          the Participant's employment for Cause; (iv) the tenth anniversary of
          the date of grant, or (v) the date provided in Section 6 below;
          provided that any portion of the Options which has not vested on or
          prior to the Termination Date shall expire on the Termination Date or
          the date of death or Disability or termination of employment for
          Cause, as applicable and may not be exercised under any circumstance.

     (e)  VESTING OF OPTION SHARES. Option Shares shall be fully vested
          immediately upon exercise of the vested and exercisable Option to
          which such Option Shares were subject.

     (f)  PROCEDURE FOR EXERCISE. At any time after all or any portion of the
          Options have become vested and exercisable with respect to any Option
          Shares and prior to their expiration date (as described in Section
          3(d) above), a Participant may exercise all or a portion of such
          Option with respect to the Option Shares by providing notice of
          exercise to the Company or its designee in such manner designated by
          the Company together with payment in full. Payment may be made by
          delivery of (i) cash or its equivalent (e.g., by check), (ii) other
          shares of Common Stock (by either actual delivery of Common Stock or
          by attestation - presenting satisfactory proof of beneficial ownership
          of such Common Stock; provided such shares of Common Stock were held
          for at least six months (or such other period established by generally
          accepted accounting principles) if such shares were received under
          this Option Plan or any other equity compensation plan of the Company)
          in the amount or value equal to the product of the Option Price
          multiplied by the number of Option Shares to be acquired plus the
          amount of any additional federal, state and local taxes required to be
          withheld by reason of the exercise of the Option, or (iii) partly as
          set forth in (i) and partly as set forth in (ii). Alternatively, if
          the Common Stock is listed on the Nasdaq stock market or a national
          securities exchange, payment of the Option Price multiplied by the
          number of Option Shares to be acquired plus the amount of any
          additional federal, state and local taxes required to be withheld may
          be made, to the extent permissible by law, by a "cashless exercise"
          through a third party.

     (g)  NONQUALIFIED OPTIONS. Options are not intended to be "incentive stock
          options" within the meaning of Section 422A of the Code.

     4.   ADMINISTRATION OF THE OPTION PLAN. The Committee shall have the power
and authority to prescribe, amend and rescind rules and procedures governing the
administration of this Option Plan, including but not limited to the full power
and authority (a) to interpret the terms of this Option Plan, the terms of any
Options granted under this Option Plan, and the rules and procedures established
governing any such Options and (b) to determine the rights of any person under
this Option Plan, or the meaning of requirements imposed by the terms of this
Option Plan or any rule or procedure. Each action of the Committee shall be
binding on all persons. Without amending this Option Plan, the Committee may
grant Options or other awards to eligible persons who are foreign nationals on
such terms and conditions different from those

                                 - Page 3 of 6 -
<Page>

specified in this Option Plan as may, in the judgment of the Committee, be
necessary or desirable to foster and promote achievement of the purposes of this
Option Plan and, in furtherance of such purposes, the Committee may make such
modifications, amendments, procedures, subplans and the like as may be necessary
or advisable to comply with provisions of laws or regulations in other countries
or jurisdictions in which the Employer operates or has employees.

     5.   RESTRICTIONS ON TRANSFER. A Participant or his estate or heirs are
entitled to exercise the Options. The Committee in its discretion may permit
Participants in the Option Plan to transfer Options to family members. For this
purpose the term "family member" includes any child, stepchild, grandchild,
parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew,
mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or
sister-in-law, including adoptive relationships, any person sharing the
Participant's household (other than a tenant or employee), a trust in which
these persons have more than fifty percent of the beneficial interest, a
foundation in which these persons (or the Participant) control the management of
assets, and any other entity in which these persons (or the Participant) own
more than fifty percent of the voting interests.

     6.   CHANGE IN CONTROL AND GUARANTEED OPTION GAIN. In connection with a
Change in Control, the Committee will determine to what extent, if any, the
Options shall become cancelled subject to the satisfaction of the following
conditions: (a) upon the consummation of the Change in Control, each holder of
Option Shares will receive the same form of consideration and the same portion
of the aggregate consideration that holders of such number of shares of Common
Stock as is equal to the number of Option Shares subject to the Options would
have received if such aggregate consideration had been distributed by the
Company in complete liquidation pursuant to the rights and preferences set forth
in the Company's Certificate of Incorporation as in effect immediately prior to
such Change in Control and (b) each holder of Options, whether or not vested and
exercisable, will be given a reasonable opportunity to exercise such rights
prior to the consummation of a Change in Control and participate in such Change
in Control as holders of Common Stock. Without limitation on the foregoing
Participant right to exercise Options prior to the Change in Control, the
Committee may, but shall not be obligated to, make provision in connection with
a Change in Control for a cash payment to each holder of Options in
consideration for the cancellation of such Options which may equal the excess,
if any, of the value of the consideration to be paid in the transaction to
holders of the same number of shares of Common Stock subject to such Options (or
if no consideration is paid in any such transaction, the Fair Market Value of
shares of Common Stock subject to such Options) over the aggregate Option Price
of such Options.

     In the event of a Change in Control within five years after the Effective
Date, the Company shall create a one-time cash bonus pool equal to twenty
million dollars ($20,000,000) (the "Bonus Pool"), which shall be paid upon the
Change in Control to the Participants on a ratable basis based on each
individual's share of options granted under this Option Plan and the Dade
Behring 2002 Chief Executive Officer Equity Plan which are still outstanding
immediately prior to the Change in Control or in connection with the Change in
Control; PROVIDED, HOWEVER, that the Bonus Pool shall be reduced (but not below
zero) by the aggregate amount of any realized gain in such outstanding options
upon the occurrence of a Change in Control. For the avoidance of doubt,
"realized gain" shall mean any gross (before-tax) proceeds received by the

                                 - Page 4 of 6 -
<Page>

Participants or the Chief Executive Officer (in cash, stock, other property
(other than any roll-over or substitute option), or any combination thereof) in
respect of such outstanding options in connection with the Change in Control,
reduced by any option exercise price paid.

     7.   LIMITATION ON THE AGGREGATE NUMBER OF SHARES. The number of shares of
Common Stock issued under this Option Plan shall not exceed, in the aggregate,
Five Million Eight Hundred Two Thousand Three Hundred Fifty-Four (5,802,354)
shares of Common Stock (as such number is equitably adjusted pursuant to Section
9 hereof). If any Options expire unexercised or unpaid or are canceled,
terminated or forfeited in any manner without the issuance of Common Stock or
payment thereunder, the shares with respect to which such Options were granted
shall again be available under this Option Plan. Shares of Common Stock to be
issued upon exercise of Options may be either authorized and unissued shares,
treasury shares, or a combination thereof as the Board shall determine.

     8.   REGISTRATION. Upon the request of the Chief Executive Officer of the
Company, the Company shall file and cause to be effective on the Effective Date
or as soon as practicable thereafter (or such later time requested by the Chief
Executive Officer of the Company) an S-8 Registration Statement for Option
Shares pursuant to this Option Plan. Each Participant shall have rights with
respect to Option Shares no less favorable than those rights provided to
Management Holders with respect to Registrable Common Stock in the Registration
Rights Agreement.

     9.   ADJUSTMENT FOR CHANGE IN COMMON STOCK. In the event of a
reorganization, recapitalization, stock split, stock dividend, spin-off,
combination, corporate exchange, merger, consolidation or other change in the
Common Stock or any distribution to shareholders of Common Stock other than
regular cash dividends or any transaction determined in good faith by the
Committee to be similar to the foregoing, the Committee shall make appropriate
equitable changes in the number and type of shares authorized by this Option
Plan, the number and type of shares covered by outstanding Options and the
Option Prices specified therein and the maximum number of Shares for which
Options may be granted during a calendar year to a Participant. Subject to
Section 6, if the Company consolidates with or merges into any entity or
reclassifies or reorganizes its shares of Common Stock, or if there shall occur
any share exchange or other similar extraordinary transaction, in each case
pursuant to which all of the outstanding shares of Common Stock are converted
into, exchanged or otherwise transferred for, stock or other securities, rights,
options, assets, notes, cash or other property, then the Participants shall have
the right thereafter to receive, upon exercise of their Options (at the same
aggregate Option Price), the number of shares of stock and other securities,
rights, options, assets, notes, cash and other property to which a holder of the
number of shares of Common Stock into which the Option could have been exercised
immediately prior to such event (without regard to any limitations on
exercisability pursuant to this Option Plan) would have been entitled upon such
transaction and the Company shall make lawful provision therefor as a part of
such consolidation, merger, reclassification, reorganization, share exchange or
other similar extraordinary transaction.

     10.  NO CONTRACT OF EMPLOYMENT AND STOCKHOLDER STATUS. Neither the adoption
of this Option Plan nor the grant of any Options, nor ownership of Options or
Common Stock shall

                                 - Page 5 of 6 -
<Page>

be deemed or construed to obligate the Employer to continue the employment,
appointment or engagement of any Participant for any particular period nor
lessen the Employer's right to terminate the employment of any Participant. No
Option confers upon any Participant any rights as a stockholder of the Company
prior to the date on which the Participant fulfills all conditions for receipt
of such rights.

     11.  TAXES. The Company shall be entitled to withhold (or secure payment
from the Participant in lieu of withholding) the amount of any withholding or
other tax due from the Participant with respect to any amount payable and/or
shares of Common Stock issuable under this Option Plan. The Participant may
elect to pay a portion or all of the minimum required withholding taxes by (a)
delivery of shares of Common Stock (provided such shares of Common Stock were
held for at least six months (or such other period established by generally
accepted accounting principles) if such shares were received under this Option
Plan or any other equity compensation plan of the Company) or (b) having shares
of Common Stock withheld by the Company from any shares of Common Stock that
would otherwise have been received by the Participant.

     12.  SUCCESSORS AND ASSIGNS. The Plan shall be binding on all successors
and assigns of the Company and a Participant, including without limitation, the
estate of such Participant and the executor, administrator or trustee of such
estate, or any receiver or trustee in bankruptcy or representative of the
Participant's creditors.

     13.  TERMINATION AND AMENDMENT. The Board at any time may suspend or
terminate this Option Plan and make such additions or amendments as it deems
advisable under this Option Plan, except that no such action shall reduce the
number of Option Shares subject to outstanding Options granted to any
Participant or the number of Option Shares to be subject to Options not yet
granted but of which individuals have been provided notice or adversely to the
Participant change the terms and conditions of such outstanding or promised
Options without the Participant's consent (or if the Participant is not alive,
the consent of the affected beneficiary of the Participant). No Options shall be
granted or shares of Common Stock issued hereunder after the tenth anniversary
of the Effective Date.

     14.  DELAWARE LAW TO GOVERN. This Option Plan shall be governed by and
construed in accordance with the laws of the State of Delaware without regard to
internal conflict rules.

                                 - Page 6 of 6 -
<Page>

                                   APPENDIX I

     "BOARD" means the Company's board of directors.

     "CAUSE" shall have the meaning assigned to such term in any individual
Participant's written employment arrangements with the Company or any of its
Subsidiaries, and additionally, in any event shall include (or in the absence of
any such written employment arrangement shall mean) (a) the intentional
disregard of a written direction from the Board to a Participant to which such
Participant has not objected within ten (10) business days of receiving such
written direction, which intentional disregard is materially injurious to the
Company or any of its Subsidiaries, (b) the knowing and intentional theft by
such Participant of property of the Company or any of its Subsidiaries, which
property has a substantial value, (c) the commission by such Participant of an
act of moral turpitude which is materially injurious to the Company or any of
Subsidiaries or (d) any material breach of any employment agreement between the
Company or its Subsidiaries and such Participant.

     "CHANGE IN CONTROL" means, at any time following the consummation of the
Plan of Reorganization on the Effective Date, the occurrence of any of the
following:

     (a)  Any "Person" (having the meaning ascribed to such term in Section
          3(a)(9) of the Securities Exchange Act of 1934, as amended ("1934
          Act") and used in Sections 13(d) and 14(d) thereof, including a
          "group" within the meaning of Section 13(d)(3)) has or acquires
          "Beneficial Ownership" (within the meaning of Rule 13d-3 under the
          1934 Act) of fifty percent (50%) or more of the combined voting power
          of the Company's then outstanding voting securities entitled to vote
          generally in the election of directors ("Voting Securities");
          provided, however, that in determining whether a Change in Control has
          occurred, Voting Securities which are held or acquired by the
          following: (i) the Company or any of its Subsidiaries, (ii) an
          employee benefit plan (or a trust forming a part thereof) maintained
          by the Company or any of its subsidiaries (the persons or entities
          described in (i) and (ii) shall collectively be referred to as the
          "Excluded Group") or (iii) any underwriter (strictly in its capacity
          as underwriter) of an Initial Public Offering or initial purchaser
          (strictly in its capacity as initial purchaser) in an Rule 144A
          offering, shall not constitute a Change in Control.

     (b)  At any time during a period of two consecutive years, the individuals
          who at the beginning of such period constituted the Board (the
          "Incumbent Board") cease for any reason to constitute more than fifty
          percent (50%) of the Board; provided, however, that if the election,
          or nomination for election by the Company's stockholders, of any new
          director was approved by a vote of more than fifty percent (50%) of
          the directors then comprising the Incumbent Board, such new director
          shall, for purposes of this subsection (b), be considered as though
          such person were a member of the Incumbent Board; provided, further,
          however, that no individual shall be considered a member of the
          Incumbent Board if such individual initially assumed office as a
          result of (i) either an actual "Election Contest" (as described in the
          former Rule 14a-11 promulgated under the 1934

                                       A-1
<Page>

          Act) or other actual solicitation of proxies or consents by or on
          behalf of a Person other than the Incumbent Board (a "Proxy Contest"),
          or (ii) by reason of any agreement intended to avoid or settle any
          actual or threatened Election Contest or Proxy Contest.

     (c)  Immediately prior to a consummation of a merger, consolidation or
          reorganization or similar event involving the Company, whether in a
          single transaction or in a series of transactions ("Business
          Combination"), unless, following such Business Combination:

          (i)     the Persons with Beneficial Ownership of the Company,
                  immediately before such Business Combination, have Beneficial
                  Ownership of more than fifty percent (50%) of the combined
                  voting power of the then outstanding voting securities
                  entitled to vote generally in the election of directors of the
                  corporation (or in the election of a comparable governing body
                  of any other type of entity) resulting from such Business
                  Combination (including, without limitation, an entity which as
                  a result of such transaction owns the Company or all or
                  substantially all of the Company's assets either directly or
                  through one or more subsidiaries) (the "Surviving Company") in
                  substantially the same proportions as their Beneficial
                  Ownership of the Voting Securities immediately before such
                  Business Combination;

          (ii)    the individuals who were members of the Incumbent Board
                  immediately prior to the execution of the initial agreement
                  providing for such Business Combination constitute more than
                  fifty percent (50%) of the members of the board of directors
                  (or comparable governing body of a noncorporate entity) of the
                  Surviving Company; and

          (iii)   no Person (other than a member of the Excluded Group or any
                  Person who immediately prior to such Business Combination had
                  Beneficial Ownership of fifty percent (50%) or more of the
                  then Voting Securities) has Beneficial Ownership of fifty
                  percent (50%) or more of the then combined voting power of the
                  Surviving Company's then outstanding voting securities.

     (d)  Immediately prior to the assignment, sale, conveyance, transfer, lease
          or other disposition of all or substantially all of the assets of the
          Company to any Person (other than a member of the Excluded Group)
          unless, immediately following such disposition, the conditions set
          forth in paragraph (c)(i), (ii) and (iii) above will be satisfied with
          respect to the entity which acquires such assets.

     (e)  Approval by the Company's stockholders of a liquidation or dissolution
          of the Company or the occurrence of a liquidation or dissolution of
          the Company.

                                       A-2
<Page>

     "CODE" means the Internal Revenue Code of 1986, as it may be amended from
time to time.

     "COMMITTEE" means (a) the Chief Executive Officer with respect to Options
to employees of the Employer other than executive officers of the Company, and
(b) the Board or in the Board's discretion a committee composed of two or more
members of the Board, with respect to Options to executive officers of the
Company.

     "COMMON STOCK" means the Company's class of capital stock designed as
Common Stock, par value one cent ($0.01) per share, or, in the event that the
outstanding shares of Common Stock are after the Effective Date recapitalized,
converted into or exchanged for different stock or securities of the Company,
such other stock or securities.

     "DISABILITY" means disability as defined in the Company's long-term
disability plan or as otherwise determined by the Committee.

     "EFFECTIVE DATE" means the Effective Date as defined in the Plan of
Reorganization.

     "FAIR MARKET VALUE" of a share of Common Stock means on a given date (a) if
the principal market for the Common Stock is the Nasdaq stock market, a national
securities exchange or other recognized national market or service reporting
sales, the mean between the highest and lowest reported sale prices of a share
of Common Stock on the date of the determination on the principal market on
which the Common Stock is then listed or admitted to trading, (b) if the Common
Stock is not listed on the Nasdaq stock market, a national securities exchange
or other recognized national market or service reporting sales, the mean between
the closing high bid and low asked prices of a share of Common Stock on the date
of the determination as reported by the system then regarded as the most
reliable source of such quotations, (c) if the Common Stock is listed on a
domestic stock exchange or market or quoted in a domestic market or service, but
there are not reported sales or quotations, as the case may be, on the given
date, the value determined pursuant to (a) or (b) above using the reported sale
prices or quotations on the last previous day on which so reported or (d) if
none of the foregoing clauses apply, the fair market value of a share of Common
Stock as determined in good faith by the Board and stated in writing in a notice
delivered to the holders of the Common Stock involved.

     "MANAGEMENT HOLDERS" shall have the meaning assigned to such term in the
Registration Rights Agreement.

     "OPTION" means any option enabling the holder thereof to purchase any class
of Common Stock from the Company granted pursuant to the provisions of this
Option Plan.

     "OPTION SHARES" with respect to a Participant, means Common Stock issuable
to such Participant upon exercise of any Options granted hereunder.

     "PLAN OF REORGANIZATION" means the plan of reorganization of the Company
approved by the bankruptcy court in 2002.

                                       A-3
<Page>

     "REGISTRABLE COMMON STOCK" shall have the meaning assigned to such term in
the Registration Rights Agreement.

     "REGISTRATION RIGHTS AGREEMENT" means the Registration Rights Agreement
attached as Exhibit 10.2 to the Company's Form 10 Registration Statement.

     "SUBSIDIARY" shall mean (a) any corporation of which the outstanding equity
interests having at least a majority of votes entitled to be cast in the
election of the directors under ordinary circumstances shall at the time be
owned, directly or indirectly, by the Company or (b) any other type of business
entity of which at least a majority of the voting interest under ordinary
circumstances is at the time, directly or indirectly, owned by the Company.

     "TERMINATION DATE" means the date the Participant is no longer employed by
the Company or any of its Subsidiaries other than because of death or Disability
or as a result of the Employer's termination of the Participant's employment for
Cause.

                                       A-4
<Page>

                                  DADE BEHRING
                        2002 MANAGEMENT STOCK OPTION PLAN
                           ACCEPTANCE & ACKNOWLEDGMENT

To:  _______________________

     By signing this form and returning it to Dade Behring Holdings, Inc. (the
"Company") you confirm the existence and acceptance of the options to purchase a
total of _________ shares of the Company's Common Stock, par value $0.01 per
share, at an exercise price of $_____ pursuant to the grant made on __________
pursuant to the Company's 2002 Management Stock Option Plan (the "Option Plan"),
a copy of which is attached.

     You represent that when you exercise the Options (as defined in the Option
Plan) you will be purchasing Common Stock (as defined in the Option Plan) for
your own account and not on behalf of others. You understand and acknowledge
that federal and state securities laws govern and restrict your right to offer,
sell or otherwise dispose of any Common Stock acquired upon exercise of Options
unless your offer, sale or other disposition thereof is registered under the
Securities Act of 1933 and state securities laws or, in the opinion of the
Company's counsel, such offer, sale or other disposition is exempt from
registration thereunder. You agree that you will not offer, sell or otherwise
dispose of any Common Stock acquired upon exercise of Options in any manner
which would violate or cause the Company to violate the Securities Act of 1933,
the rules and regulations promulgated thereunder or any other state or federal
law. You further understand that the certificates for any Common Stock acquired
upon exercise of Options may bear such legends as the Company deems necessary or
desirable in connection with the Securities Act of 1933 or other rules,
regulations or laws.

     As a condition to your receipt of the Options, you agree to execute the
Employment Agreement attached to this Acceptance and Acknowledgment.

     By signing below and returning this form to the Company, you acknowledge
your full understanding of, and agreement with, all of the terms and conditions
of the Option Plan (as it may be amended or modified from time to time in
accordance with its terms) as applied to your Options and any shares of Common
Stock issuable upon exercise of your Options and all the terms and conditions of
the attached Employment Agreement and acknowledge the receipt of a copy of the
Option Plan.

                                            Sincerely,

                                            Dade Behring Holdings, Inc.

                                            By:
                                               ---------------------------------
                                            Its:
ACCEPTED AND ACKNOWLEDGED

---------------------------------
Name:

Date:
     ----------------------------

Please retain a copy of this form for your own records.