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                                                                   EXHIBIT 10.7

                                  DADE BEHRING
                        2002 MANAGEMENT STOCK AWARD PLAN

     1.   PURPOSE OF STOCK AWARD PLAN. This Dade Behring 2002 Management Stock
Award Plan (the "STOCK AWARD PLAN") of Dade Behring Holdings, Inc. (the
"COMPANY") is designed to provide incentives to and reward past service of such
eleven employees of the Company or its Subsidiaries (individually or
collectively, "Employer") designated as members of the Executive Team as set
forth on Schedule A attached hereto (collectively, "PARTICIPANTS"), through
awards of Common Stock to Participants.

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

     3.   AWARDS OF COMMON STOCK.

     (a)  EFFECTIVE DATE. Awards of Two Hundred Sixty-Eight Thousand (268,000)
          shares of Common Stock under this Stock Award Plan shall be granted on
          the Effective Date. The Committee shall determine the allocation among
          Participants of the shares of Common Stock to be granted on the
          Effective Date.

     (b)  STABLE VALUE LISTING DATE. Awards of Forty-Seven Thousand Two Hundred
          Eighty-Eight (47,288) shares of Common Stock shall be granted on the
          Stable Value Listing Date to Participants who were awarded shares of
          Common Stock under this Stock Award Plan on the Effective Date. Such
          awards shall be made to such Participants ratably in accordance with
          the allocation of the award of Two Hundred Sixty-Eight Thousand
          (268,000) shares of Common Stock on the Effective Date; provided,
          however, that no Award shall be made to any individual who voluntarily
          terminates employment with the Employer prior to the Stable Value
          Listing Date or whose employment with the Employer was terminated for
          Cause prior to the Stable Value Listing Date.

     (c)  VESTED AWARDS. All Awards granted either on the Effective Date or
          Stable Value Listing Date shall be fully vested at the date of grant
          and not subject to any restrictions.

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

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necessary or desirable to foster and promote achievement of the purposes of this
Stock Award 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.   LIMITATION ON THE AGGREGATE NUMBER OF SHARES. The number of shares of
Common Stock issued under this Stock Award Plan shall not exceed, in the
aggregate, Three Hundred Fifteen Thousand Two Hundred Eighty-Eight (315,288)
shares of Common Stock (as such number is equitably adjusted pursuant to Section
7 hereof). Awards may be either authorized and unissued shares, treasury shares,
or a combination thereof as the Board shall determine.

     6.   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 Awards
pursuant to this Stock Award Plan. Each Participant shall have rights with
respect to Awards no less favorable than those rights provided to Management
Holders with respect to Registrable Common Stock in the Registration Rights
Agreement.

     7.   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 Stock
Award Plan, and the number and type of shares covered by notices of Awards of
Common Stock.

     8.   NO CONTRACT OF EMPLOYMENT AND STOCKHOLDER STATUS. Neither the adoption
of this Stock Award Plan nor the award of Common Stock nor ownership of Common
Stock shall 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.

     9.   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 Company or any Subsidiary with respect to any amount
payable and/or shares issuable under this Stock Award 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 was
held for at least six months (or such other period established by generally
accepted accounting principles) if such Shares were received under this Stock
Award 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.

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     10.  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.

     11.  TERMINATION AND AMENDMENT. The Board at any time may suspend or
terminate this Stock Award Plan and make such additions or amendments as it
deems advisable under this Stock Award Plan, except that no such action shall
reduce the number of shares of Common Stock to be awarded of which the
individuals have been provided notice or adversely to the Participant change the
terms and conditions of such outstanding or promised Awards of Common Stock
without the Participant's consent (or if the Participant is not alive, the
consent of the affected beneficiary of the Participant).

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

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                                   APPENDIX I

     "AWARD" means an award of Common Stock granted pursuant to the provisions
of this Stock Award Plan.

     "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

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          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 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 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.

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     "COMMITTEE" means (a) the Chief Executive Officer with respect to Awards 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 Awards 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.

     "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 without discounts 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.

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

     "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.

     "STABLE VALUE LISTING DATE" means the earliest of (a) the day after the
date the following two events occur: (i) the Common Stock is listed on the
Nasdaq stock market (or if the Company is unable within a commercially
reasonable time to cause the Common Stock to be so listed on the Nasdaq stock
market and the Board or shareholders decide to list or cause to be traded or
quoted the Common Stock on an alternative exchange or service, such listing,
trading or quoting

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shall meet the requirements of this subsection (i)), and (ii) thereafter, the
Fair Market Value of the Common Stock for ten (10) consecutive business days
equaled or exceeded fourteen dollars seventy-two cents ($14.72); (b) a Change in
Control; (c) the one hundred twentieth (120th) day after the Effective Date if
the Board by the ninetieth (90th) day after the Effective Date has not
authorized the Chief Executive Officer of the Company and the executive
management team to use their commercially reasonable efforts to have the Common
Stock listed, traded or quoted on the Nasdaq stock market or other alternative
exchange or service, or (d) the date after the first anniversary of the
Effective Date the Board, in its discretion, approves the issuance of Seventy
Thousand Five Hundred Eighty-Eight (70,588) shares of Common Stock to the Chief
Executive Officer and the executive management team.

     "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.

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                                  DADE BEHRING
                           2002 MANAGEMENT STOCK AWARD
                           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 Award of _________
shares of the Company's Common Stock, par value $0.01 per share, pursuant to the
grant made on __________ pursuant to the Company's 2002 Management Stock Award
Plan (the "Stock Award Plan"), a copy of which is attached.

     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 pursuant to an Award 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 pursuant to an
Award 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 pursuant to an Award will bear such legends as the Company deems
necessary or desirable in connection with the Securities Act of 1933 or other
rules, regulations or laws.

     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 Stock Award Plan (as it may be amended or modified from time to time in
accordance with its terms) as applied to any shares of Common Stock pursuant to
your Award and all the terms and acknowledge the receipt of a copy of the Stock
Award Plan.

                                          Sincerely,

                                          Dade Behring Holdings, Inc.

                                          By:
                                             -----------------------------------
                                          Its:

ACCEPTED AND ACKNOWLEDGED

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

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

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

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                                   SCHEDULE A

                              Robert Brightfelt

                              Randy Daniel

                              John Duffey

                              David Edelstein

                              Kathleen Kennedy

                              Mark Moran

                              Pattie Overstreet-Miller

                              Louise Pearson

                              Donal Quinn

                              Hiroshi Uchida

                              Mark Wolsey-Paige