EXHIBIT 10(b)

                                  E-Z-EM, INC.

                1984 DIRECTORS AND CONSULTANTS STOCK OPTION PLAN
                      (As amended through October 12, 1995)

1.       PURPOSE OF PLAN

                  The purpose of the Plan is to assist the Company in the
continued retention of valued directors and consultants by offering them a
grater stake in the Company's success and a closer identity with it, and to aid
in gaining the services of individuals whose services as directors or
consultants 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)      "Option" means any stock option granted under the
Plan.

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

                  (i)      "Shares" means shares of common stock of the

Parent Company.

                  (j) "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.

                  (k) "Value" means on any given date, the mean between the
closing bid and asked prices of the Shares as reported by NASDAQ, or if listed
on a national exchange, the mean between the highest and lowest prices of actual
sales of Shares on the principal national securities exchange on which the
Shares are listed on such date or, if there are no such sales on such date, the
mean between the closing bid and asked prices of the Shares on such exchange on
such date.

3.       RIGHTS TO BE GRANTED

                  Rights that may be granted under the Plan are 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.
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 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,


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other Options may be granted covering the Shares as to which the Option 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.

7.       ELIGIBILITY

                  Options may be granted only to directors and consultants of
the Company who are not eligible to participate under any other discretionary
plan of the Company or any of its affiliates entitling them to acquire stock,
stock options or stock appreciation rights of the Company or any of its
affiliates. 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),
members of the Committee will not be eligible, during their term on the
Committee and for a period of one year thereafter, to receive Options or to
participate under any other discretionary plan of the Company or


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any of its affiliates entitling them to acquire stock, stock options or stock
appreciation rights of the Company or any of its affiliates.

8.       ANNUAL GRANTS

                  At the end of each fiscal year, each outside director of the
Company who has served as a director for the entire fiscal year shall be granted
Options to purchase 1,000 Shares under the terms set forth in the Plan.

9.       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.

                  (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 law 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


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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
Share 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 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. Any 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 no Options hall be
exercisable after ten years from the Date of Grant, except as provided below:

                           (i)      In the event that an Optionee ceases to be a
                           director of or a consultant to the Company for any


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                           reason other than his or her death, an Option shall
                           not be exercisable after three months from the date
                           the Optionee ceases to be a director or a consultant
                           to the Company; provided that if such cessation is
                           due to the disability 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, and provided that an Option shall not be
                           exercisable after ten years from the Date of Grant.
                           (ii) In the event that an Optionee ceases to be a
                           director of or consultant to the Company by reason of
                           his or her death, an 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
                           decedent'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


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                           such Option shall not be exercisable after ten
                           years from the Date of Grant.

                  (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 Secretary, 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
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 a director or consultant between two companies, each of which is a
Company, shall not be deemed a termination of status as a director or
consultant.

10.      RIGHTS AS STOCKHOLDERS

                  An Optionee shall have no right 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.


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11.      CHANGES IN CAPITALIZATION

                  In the event of a stock dividend, stock split,
recapitalization, combination, subdivision, issuance of rights, 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) Not less than fifteen days nor more than sixty days prior
to any such transaction, all Optionees shall be notified that their options
shall expire on the fifteenth 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; or

                  (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


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value of 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 STATUS

                  Neither the Plan nor any Option shall confer upon any director
of or consultant to the Company any right to continue in such position with 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 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


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pursuant to the Plan upon exercise of Options (otherwise than pursuant to
Paragraph 10), that changes the class of eligible directors or consultants, 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 the 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.

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 3, 1984, the date on
which the Plan was adopted by the Board and shall expire on December 30, 1995
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 3, 1984. Any Option granted before the
approval of the Plan by the Parent Company's


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shareholders shall be expressly conditioned upon, and shall not be exercisable
until, such approval. If such shareholder approval is not received before August
2, 1985 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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