AMENDMENT TO EMPLOYMENT AGREEMENT


         THIS AMENDMENT, dated and effective as of the 13th day of November,
2001, to the Employment Agreement (the "Employment Agreement") dated February
24, 2000, by and among Unilab Corporation, a Delaware corporation ("The
Company") and Robert E. Whalen ("Executive"), is entered into for good and valid
consideration, the receipt and sufficiency of which is hereby acknowledged by
the parties hereto.

         WHEREAS, The parties desire to modify the terms of Executive's
employment with The Company; and

         WHEREAS, The Company and Executive desire to amend the Employment
Agreement to reflect the terms under which Executive will be employed henceforth
by The Company;

         NOW, THEREFORE, in consideration of the promises and the mutual
covenants set forth herein, the parties hereto agree that the Employment
Agreement shall be amended as follows:

1. TERM. The term set forth in Section 2 of the Employment Agreement is hereby
amended and extended to continue until December 31, 2005, unless sooner
terminated in accordance with Section 8 of the Employment Agreement, as amended
hereinbelow. There shall be no further extension of the Employment Agreement
other than by written instrument executed by both parties hereto.

2.       TERMINATION.  Sections  8 (a) (v) and 8 (a) (vi) of the  Employment
Agreement  shall be  amended in their entirety as follows:

          "(v) the date on which the  Company  shall  give  Executive  notice of
          termination  for any reason  other than the  reasons  set forth in (i)
          through  (iv)  above,  in which event  Executive  shall be entitled to
          receive, as his sole and exclusive remedy the following: (A) a payment
          (the  "Severance  Payment") equal to his Salary for 36 months (paid in
          installments at such times as Executive would normally receive payroll
          checks as though employed through the Severance  Payment period or, at
          Executive's  option, in lieu of continued Salary,  the Executive shall
          receive a lump sum cash payment in the amount of the entire  Severance
          Payment upon the effective date of termination); (B) continuation, for
          the  longer  of 36  months  or the  remainder  of  the  Term  of  this
          Agreement,  as amended, of medical benefits coverage for the Executive
          and any covered dependents; (C) the acceleration and immediate vesting
          of any and all Service  ("Class A") stock options granted to Executive
          during his  employment by the Company and the waiver by the Company of
          any  requirement  of the relevant  stock option plan or agreement that
          any Company  stock  options  granted to  Executive  that have  vested,
          whether  by  effect  hereof  or  otherwise,  expire  as  a  result  of
          termination  of  Executive's  employment for any reason other than the
          reasons set forth in (i) through (iv) above;  and (D) the acceleration
          and  payment  by the  Company  of any  and  all  benefits  accrued  by
          Executive under the Company's Deferred  Compensation and SERP Plans as
          of  the   effective   date   of   termination   of   his   employment.
          Notwithstanding  the  foregoing,  Executive  shall not be  entitled to
          receive the Severance Payment or other consideration set forth in this
          Section 8 (a) (v)  unless  he first  signs a  General  Release  of all
          claims  against  the  Company in a form  acceptable  to the Company (a
          "General  Release").  Executive  shall have no  obligation to mitigate
          damages  or seek or accept  other  employment  as a  condition  to his
          receipt of the foregoing payment(s); or

          "(vi) upon a Change of Control of the Company (as hereinafter defined)
          Executive  shall be  entitled to  terminate  his  employment  with the
          Company, in which event Executive shall be entitled to receive, as his
          sole and exclusive remedy the following: (A) the Severance Payment (as
          defined above) in a lump sum cash payment;  (B) continuation,  for the
          longer of 36 months or the remainder of the Term of this Agreement, as
          amended,  of  medical  benefits  coverage  for the  Executive  and any
          covered dependents;  (C) payment by the Company of any Incentive Bonus
          Plan  payments (as described in Section 3(b) of this  Agreement)  that
          Executive  otherwise  would have received had Executive  continued his
          employment  with the Company for the longer of the 36 months after the
          Change of Control or the remainder of the Term of this Agreement,  and
          had  Executive  achieved  his  performance  targets  set forth in such
          plans;  and (D) the acceleration and payment by the Company of any and
          all  benefits  accrued  by  Executive  under  the  Company's  Deferred
          Compensation and SERP Plans as of the effective date of termination of
          his employment.  Notwithstanding the foregoing, Executive shall not be
          entitled to receive the Severance  Payment or other  consideration set
          forth in this  Section  8 (a) (vi)  unless  he first  signs a  General
          Release of all claims against the Company in a form  acceptable to the
          Company.  Executive  shall have no obligation  to mitigate  damages or
          seek or accept other  employment  as a condition to his receipt of the
          foregoing payment(s)."

         3. ENTIRE AGREEMENT. This Amendment amends and supercedes Section 2 and
Sections 8 (a) (v) and 8 (a) (vi) as set forth herein, and constitutes the
entire understanding between the parties with respect to the subject matter
hereof, superseding all negotiations, prior discussions, and preliminary
agreements, and in the event of any conflict between this Amendment and the
Employment Agreement as to the subject matter hereof, the terms hereof shall
control. Neither this Amendment nor the Employment Agreement may be amended
except in a writing executed by the parties hereto.

         IN WITNESS WHEREOF, the parties hereto have executed and delivered the
Amendment as of the date first above written.

  UNILAB CORPORATION                              EXECUTIVE

  By:             /s/                                         /s/
        ------------------------------            ------------------------------
        David W. Gee                              Robert E. Whalen
        Executive Vice President
          & General Counsel