E-Z-EM, Inc.

                             1983 STOCK OPTION PLAN
                      (As amended through October 19, 1999)


1.   PURPOSE OF PLAN
     ---------------

     The  purpose  of the  Plan  is to  assist  the  Company  in  the  continued
employment of valued employees by offering them a greater stake in the Company's
success and a closer  identity  with it, and to aid in gaining  the  services of
individuals  whose  employment  would  be  helpful  to  the  Company  and  would
contribute to its success.

2.   DEFINITIONS
     -----------

     (a) "Board" means the board of directors of the Parent Company.

     (b) "Code" means the Internal Revenue Code of 1986, as amended.

     (c) "Committee" means the committee described in Paragraph 5.

     (d) "Company" means E-Z-EM, Inc. and each of its Subsidiary Companies.

     (e) "Date of Grant" means the date on which an Option is granted.

     (f)  "Incentive  Stock Option" shall mean an option granted under the Plan,
designated  by the  Committee  at the time of such grant as an  Incentive  Stock
Option and containing the terms specified herein for Incentive Stock Options.

     (g)  "Non-Qualified  Option"  shall mean an option  granted under the Plan,
designated by the Committee at the time of such grant as a Non-Qualified  Option
and containing the terms specified herein for Non-Qualified Options.

     (h) "Option"  means any stock option  granted  under the Plan and described
either in Paragraph 3(a) or 3(b).

     (i) "Optionee"  means a person to whom an Option has been granted under the
Plan, which Option has not been exercised and has not expired or terminated.

     (j) "Parent Company" means E-Z-EM, Inc.

     (k) "Shares" means shares of common stock of the Parent Company.

     (l)  "Subsidiary  Companies"  means all  corporations  that, at the time in
question,  are subsidiary  corporations of the Parent Company within the meaning
of Section 425(f) of the Code.

     (m) "Ten Percent  Shareholder"  means a person who on the Date of the Grant
owns,  either directly or within the meaning of the attribution  rules contained
in Section  425(d) of the Code,  stock  possessing  more than ten percent of the
total combined voting power of all classes of stock of his or her employer


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corporation or of its parent or subsidiary corporations, as defined respectively
in Sections 425 (e) and (f) of the Code.

     (n)  "Value"  means on any given date,  the closing  price of the Shares as
reported by NASDAQ,  or if listed on a national  exchange,  the closing price of
the Shares of such exchange on such date.

3.   RIGHTS TO BE GRANTED
     --------------------

     Rights that may be granted under the Plan are:

     (a)  Incentive  Stock  Options,  that  give the  Optionee  the  right for a
specified  time period to purchase a specified  number of Shares for a price not
less than their Value on the Date of Grant; and

     (b) Non-Qualified Options, that give the Optionee the right for a specified
time period to  purchase a specified  number of Shares for a price not less than
their Value on the Date of the Grant.

     Options  granted  prior to and  exercised on or after  October 26, 1992 are
exercisable for Shares  consisting of half Class A Common Stock and half Class B
Common Stock.  Options  granted on or after October 26, 1992 are exercisable for
Shares consisting of Class B Common Stock only.

4.   STOCK SUBJECT TO PLAN
     ---------------------

     Not more than 2,400,000  Shares in the aggregate may be issued  pursuant to
the Plan upon exercise of Options.  If an Option terminates  without having been
exercised in whole or part,  other Options may be granted covering the Shares as
to which the Options was not exercised.  Notwithstanding  anything  contained in
the Plan to the  contrary,  no  recipient  of Options may be granted  options to
purchase in excess of twenty-five  percent (25%) of the maximum number of Shares
authorized to be issued under the Plan.

5.   ADMINISTRATION OF PLAN
     ----------------------

     To the extent  required by Rule 16b-3 under the Securities  Exchange Act of
1934 (or any similar rule of the Securities and Exchange  Commission),  the Plan
shall be administered by the Compensation Committee,  which shall be composed of
two directors of the Parent Company, appointed by the Board.

6.   GRANT OF RIGHTS
     ---------------

     The Committee may grant Options to eligible employees of the Company.



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7.   ELIGIBILITY
     -----------

     (a)  Options  may be  granted  only to  employees  of the  Company  who are
officers or persons whose  principal  duties consist of supervising  the work of
other employees of the Company, including employees who are also directors.

     (b) An  Incentive  Stock  Option  shall  not be  granted  to a Ten  Percent
Shareholder  except on such  terms  concerning  the  Option  Price and period of
exercise as are provided in Paragraph 8 with respect to such a person.

8.   OPTION AGREEMENTS AND TERMS
     ---------------------------

     All options  shall be granted  within ten years of December 31, 1995 and be
evidenced  by option  agreements  that shall be executed on behalf of the Parent
Company and by the respective Optionees.  The terms of each such agreement shall
be determined from time to time by the Committee  consistent,  however, with the
following:

     (a) Option  Price.  The option price per Share shall be  determined  by the
         -------------
Committee  but shall not be less than 100  percent of the Value of the Shares on
the Date of Grant;  provided  that with respect to any  Incentive  Stock Options
granted to a Ten Percent  Shareholder,  the option  price per Share shall not be
less than 110 percent of the Value of the Shares on the Date of Grant.

     (b)  Restriction on  Transferability.  An Option shall not be  transferable
          -------------------------------
otherwise than by will or the laws of descent and  distribution  and, during the
lifetime of the  Optionee,  shall be  exercisable  only by him or her.  Upon the
death of an Optionee, the person to whom the rights shall have passed by will or
by the laws of descent and  distribution  may exercise any Options in accordance
with the provisions of Paragraph 8(e).

     (c)  Payment.  Full  payment for Shares  purchased  upon the exercise of an
          -------
Option  shall be made in cash or, at the election of the Optionee and subject to
the approval of the Committee,  by  surrendering  Shares with an aggregate Value
equal to the aggregate  option price or by delivering such combination of Shares
and cash as the Committee may in its discretion approve.

     (d) Issuance of  Certificates;  Payment of Cash. Only whole Shares shall be
         -------------------------------------------
issuable  upon  exercise of Options.  Any right to a  fractional  Share shall be
satisfied  in cash.  Upon payment of the option  price,  a  certificate  for the
number of whole  Shares and a check for the Value on the date of exercise of the
fractional  share to which the  Optionee is entitled  shall be delivered to such
Optionee by the Parent  Company.  If listed on a national  exchange,  the Parent
Company shall not be obligated to deliver any certificates for Shares until such


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Shares  have been listed (or  authorized  for listing  upon  official  notice of
issuance) upon each stock exchange upon which  outstanding  Shares of such class
at the time are listed  nor until  there has been  compliance  with such laws or
regulations as the Parent Company may deem applicable.  The Parent Company shall
use its best efforts to effect such listing and compliance.

     (e) Periods of Exercise of Options. An Option shall be exercisable in whole
         ------------------------------
or in part at such time as may be  determined by the Committee and stated in the
option  agreement,  provided  that  an  Incentive  Stock  Option  shall  not  be
exercisable  after  five  years  from the Date of Grant in the case of an Option
granted  to a Ten  Percent  Shareholder  and  any  other  Option  shall  not  be
exercisable after ten years from the Date of Grant in all other cases, except as
provided below:

     (i) Subject to the  limitations on the exercise of Incentive  Stock Options
contained in Paragraph 9, in the event that an Optionee ceases to be employed by
the Company for any reason other than death,  an Option shall not be exercisable
after 3 months from the date the Optionee  ceases to be employed by the Company;
provided that if such  cessation of  employment is due to the  disability or the
retirement of the Optionee he or she shall have the right to exercise his or her
Options to the extent  determined  by the  Committee in its  discretion  and set
forth in the option  agreement,  even if the date of exercise is within any time
period  prescribed  by  the  Plan  prior  to  which  such  Option  shall  not be
exercisable,  provided,  however,
              -------------------
that in no event shall an Incentive Stock Option be exercisable after five years
from  the Date of Grant  in the  case of Ten  Percent  Shareholder  and no other
Option shall be exercisable  after ten years from the Date of Grant in all other
cases; and

     (ii) In the event that an Optionee  ceases to be employed by the Company by
reason of his or her death,  an Incentive  Stock Option shall not be exercisable
after six months from the date of death and a Non-Qualified  Option shall not be
exercisable after one year from the date of death;  provided that in such event,
the person to whom the rights of the  Optionee  shall have  passed by will or by
the laws of  descent  and  distribution  may  exercise  any of the  descendent's
Options to the extent  determined  by the  Committee in its  discretion  and set
forth in the option  agreement,  even if the date of exercise is within any time
period  prescribed  by  the  Plan  prior  to  which  such  Option  shall  not be
exercisable,   and  provided  that  an  Incentive  Stock  Option  shall  not  be
exercisable after five years from the Date of Grant in the case of a Ten Percent
Shareholder and any to her Option shall not be exercisable  after ten years from
the Date of


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Grant in all other cases.

        (f) Date of  Exercise.  The date of exercise  of an Option  shall be the
            -----------------
date on which written notice of exercise, addressed to the Parent Company at its
main office to the attention of its Treasurer, is hand delivered,  telecopied or
mailed, first class postage prepaid;  provided that the Parent Company shall not
be obliged to deliver any certificates for Shares pursuant to the exercise of an
Option  until the  Optionee  shall have made payment in full of the option price
for such Shares. Each such exercise shall be irrevocable when given. Each notice
of exercise must state  whether the Optionee is  exercising  an Incentive  Stock
Option or a  Non-Qualified  Option and must include a statement of preference as
to the manner in which  payment to the Parent  Company  shall be made (Shares or
cash or a combination of Shares and cash).

     (g)  Termination  of Status.  For the purposes of the Plan a transfer of an
          ----------------------
employee between two employers,  each of which is a Company, shall not be deemed
a termination of employment.

     (h) No Relation Between Incentive Stock Options and Non-Qualified  Options.
         -----------------------------------------------------------------------
The grant,  exercise,  termination  or expiration of any Incentive  Stock Option
granted to an Optionee shall have no effect upon any  Non-Qualified  Option held
by such Optionee,  nor shall the grant,  exercise,  termination or expiration of
any  Non-Qualified  Option  granted  to an  Optionee  have any  effect  upon any
Incentive Stock Option held by such Optionee.

     (i) Continued  Employment.  Each Optionee holding an Incentive Stock Option
         ---------------------
shall  agree that the  Company  shall  have the right to  require  him or her to
continue in the service of the Company for such period,  not less than two years
from the date the option was granted,  as the Board may  determine and as may be
stated in the option agreement.

     (j)  Conversion  of  Incentive  Stock  Options.  With  the  consent  of the
          -----------------------------------------
Committee, an Optionee holding an Incentive Stock Option may convert such Option
to a Non-Qualified  Option in which event,  unless  otherwise  determined by the
Committee  and stated in the amended  option  agreement (i) such Option shall be
exercisable  until ten years from the  original  Date of Grant,  (ii) the option
price per Share shall be 100 percent of the Value of the Shares on the  original
Date of Grant,  and (iii) such Option shall  thereupon  cease to be an Incentive
Stock Option hereunder and shall be a Non-Qualified Option hereunder.

9.   LIMITATION ON EXERCISE OF INCENTIVE STOCK OPTIONS
     -------------------------------------------------

     The aggregate fair market value (determined as of the time Options are


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granted) of the shares with respect to which  Incentive  Stock Options may first
become  exercisable  by an Optionee in any one calendar  year under the Plan and
any other plan of his or her  employer  corporation  and its  parent  subsidiary
corporations,  as defined  respectively  in Sections 425(e) and (f) of the Code,
shall  not  exceed  $100,000.  The  foregoing  limitation  shall  apply  only to
Incentive  Stock Options  granted  under the Plan,  and not to any other Options
granted under the Plan.

10.  RIGHTS AS STOCKHOLDERS
     ----------------------

     An  Optionee  shall  have no rights as a  stockholder  with  respect to any
Shares  covered  by his or her  Options  until the date of  issuance  of a stock
certificate to him or her for such Shares.

11.  CHANGES IN CAPITALIZATION
     -------------------------

     In  the  event  of  a  stock  dividend,   stock  split,   recapitalization,
combination,  subdivision,  issuance  of  rights to all  stockholders,  or other
similar corporate change, the Board shall make an appropriate  adjustment in the
aggregate  number of Shares  that may be subject to  Options,  and the number of
Shares subject to, and the option price of, each then-outstanding Option.

12.  MERGERS, DISPOSITIONS AND CERTAIN OTHER TRANSACTIONS
     ----------------------------------------------------

     If  during  the  term  of  any  Option  the  Parent  Company  or any of the
Subsidiary  Companies  shall be merged into or  consolidated  with or  otherwise
combined  with or acquired by another  person or entity,  or there is a divisive
reorganization  or a liquidation or partial  liquidation of the Parent  Company,
the Parent  Company  may  choose to take no action  with  regard to the  Options
outstanding or to take any of the following courses of action:

     (a) Subject to the  limitations on the exercise of Incentive  Stock Options
contained  in  Paragraph 9, not less than 15 days nor more than 60 days prior to
any such  transaction  all Optionees  shall be notified that their Options shall
expire  on the 15th  day  after  the date of such  notice,  in which  event  all
Optionees  shall have the right to exercise all of their  Options  prior to such
new expiration date;

     (b) The Parent  Company shall provide in any agreement  with respect to any
such merger,  consolidation,  combination or acquisition that the surviving, new
or acquiring  corporation shall grant options to the Optionees to acquire shares
in such corporation with respect to which the excess of the fair market value of


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the  shares  of such  corporation  immediately  after the  consummation  of such
merger,  consolidation,  combination or acquisition over the option price, shall
not be greater  than the excess of the Value of the Shares over the option price
of Options, immediately prior to the consummation of such merger, consolidation,
combination or acquisition; or

     (c) The Parent  Company  shall take such  other  action as the Board  shall
determine to be reasonable under the  circumstances in order to permit Optionees
to realize the value of rights granted to them under the Plan.

13.  PLAN NOT TO AFFECT EMPLOYMENT
     -----------------------------

     Neither  the Plan nor any Option  shall  confer  upon any  employee  of the
Company any right to continue in the employment of the Company.

14.  INTERPRETATION
     --------------

     The  Committee  shall have the power to interpret  the Plan and to make and
amend rules for putting it into effect and administering it. It is intended that
the Incentive Stock Options shall constitute  incentive stock options within the
meaning  of  Section  422A of the Code,  that the  Non-Qualified  Options  shall
constitute  property subject to federal income tax pursuant to the provisions of
Section  83 of the  Code  and that the  Plan  shall  qualify  for the  exemption
available  under Rule 16b-3 (or any similar rule) of the Securities and Exchange
Commission.  The provisions of the Plan shall be interpreted and applied insofar
as possible to carry out such intent.

15.  AMENDMENTS
     ----------

     The Plan may be amended by the Board,  but any amendment that increases the
aggregate number of Shares that may be issued pursuant to the Plan upon exercise
of Options  (otherwise than pursuant to Paragraph 11), that changes the class of
eligible employees,  or that otherwise requires the approval of the shareholders
of the Parent  Company in order to maintain the exemption  available  under Rule
16b-3 (or any similar  rule) of the  Securities  and Exchange  Commission  shall
require the approval of the holders of such portion of the shares of the capital
stock of the Parent Company present and entitled to vote on such amendment as is
required by applicable state law and the terms of Parent Company's capital stock
to make the amendment effective.  No outstanding Option shall be affected by any
such amendment  without the written consent of the Optionee or other person then
entitled to exercise such Option.

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16.  SECURITIES LAWS
     ---------------

     The  Committee  shall  have the  power to make  each  grant  under the Plan
subject to such  conditions as it deems  necessary or appropriate to comply with
the then  existing  requirements  of Rule  16b-3  (or any  similar  rule) of the
Securities and Exchange Commission.

17.  EFFECTIVE DATE AND TERM OF PLAN
     -------------------------------

     The Plan shall become  effective  on August 9, 1983,  the date on which the
Plan was  adopted by the Board and shall  expire on  December  31,  2005  unless
sooner  terminated  by the  Board.  The  Board  shall  submit  the  Plan  to the
shareholders  of the  Parent  Company  for their  approval  at the first  annual
meeting of  shareholders  held after  August 8, 1983 unless  such  shareholders'
approval  shall have been  obtained  prior to such meeting.  Any Option  granted
before the approval of the Plan by the Parent  Company's  shareholders  shall be
expressly  conditioned upon, and shall not be exercisable  until, such approval.
If such  shareholder  approval is not received  before  August 7, 1984 the Board
shall have the right to terminate  the Plan,  in which case all Options  granted
under the Plan shall expire.


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