Exhibit 10.3


                    AMENDED AND RESTATED EMPLOYMENT AGREEMENT

         THIS AGREEMENT made the 22nd day of November, 2000.

BETWEEN:

         DYNACARE INC., a  corporation incorporated under
         the laws of Ontario,

         (hereinafter referred to as the "Corporation"),

                                                            OF THE FIRST PART,

         - and -

         ALBERT J. LATNER, of the City of Toronto, in the
         Province of Ontario,

         (hereinafter referred to as the "Senior Chairman"),

                                                           OF THE SECOND PART.


         WHEREAS the Senior Chairman is currently employed by the Corporation
pursuant to the terms of an employment agreement between the Senior Chairman and
the Corporation made the 4th day of March, 1997 (the "Employment Agreement").

         The Corporation and the Senior Chairman now wish to enter into an
Amended and Restated Employment Agreement on the terms and conditions set forth
herein, and which shall constitute the sole and exclusive agreement relating to
the employment of Senior Chairman by the Corporation;

         NOW THEREFORE, in consideration of the mutual covenants and agreements
herein contained and for other good and valuable consideration, the parties
agree as follows:

1.       Term

         The Corporation shall employ the Senior Chairman for a period of three
years commencing on the date hereof (the "Initial Term"), unless such employment
shall be terminated earlier as hereinafter provided. The employment of the
Senior Chairman shall continue after the Initial Term for successive periods of
one year's duration on the same terms and conditions contained herein, until
terminated in accordance with the terms hereof.


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2.       Duties

         The Senior Chairman shall serve the Corporation in the capacity of
Senior Chairman, which shall not be an office of the Company, and shall only
perform and exercise and shall only be required to perform and exercise such
duties and such powers as may be assigned to the Senior Chairman from time to
time by the board of directors of the Corporation. The Corporation acknowledges
that the Senior Chairman shall be required to devote only such of his time and
attention to the business and affairs of the Corporation than may be required to
perform any duties that may be assigned to him by the board of directors of he
Corporation.

3.       Remuneration and Benefits

         (a)      Base Salary. The annual base salary payable to the Senior
                  Chairman for his services hereunder shall be $100,000,
                  exclusive benefits, but inclusive of any directors fees to
                  which the Senior Chairman may be entitled with respect to
                  serving as a Director of the Corporation. The annual base
                  salary payable to the Senior Chairman pursuant to the
                  provisions of this section 3 shall be payable in equal
                  bi-weekly instalments in arrears or in such other manner as
                  may be mutually agreed upon, less, in any case, any deductions
                  or withholdings required by law.

         (b)      Benefits. The Corporation shall provide the Senior Chairman
                  with employee benefits at least equivalent to those currently
                  provided by the Corporation to the Senior Chairman including
                  those set out in Schedule A. The Senior Chairman shall not be
                  permitted to participate in any stock option plan share
                  purchase plan, retirement plan or similar plan offered by the
                  Corporation.

         (c)      Office and Assistant. The Company will, at its own expense,
                  provide the Senior Chairman with the use of an office and an
                  assistant at the Company's Toronto head office.

         (d)      Vacation. The Senior Chairman shall be entitled to four weeks
                  paid vacation per calendar year to be taken during such
                  calendar year at times determined by the Senior Chairman.

4.       General Provisions

         (a)      Whenever possible, each provision of this Agreement will be
                  interpreted in such manner as to be effective and valid under
                  applicable law, but if any provision of this Agreement is held
                  to be invalid, illegal or unenforceable in any respect under
                  any applicable law or rule in any jurisdiction, such
                  invalidity, illegality or unenforceability will not affect any
                  other provision or any other jurisdiction, but this Agreement
                  will be reformed, construed and enforced in such jurisdiction
                  as if such invalid, illegal or unenforceable provision had
                  never been contained herein.

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         (b)      This Agreement and those documents expressly referred to
                  herein constitute the entire agreement and understanding among
                  the parties and supersede and preempt any prior
                  understandings, agreements or representations by or among the
                  parties, written or oral, which may be related to the subject
                  matter hereof in any way.

         (c)      This Agreement may be executed in separate counterparts, each
                  of which is deemed to be an original and all of which taken
                  together constitute one and the same agreement.

         (d)      All questions concerning the construction, validity and
                  interpretation of this Agreement and the exhibits hereto will
                  be governed by and construed in accordance with the internal
                  laws of Ontario, without giving effect to any choice of law or
                  conflict of law provision or rule (whether of Ontario or any
                  other jurisdiction) that would cause the application of the
                  laws of any jurisdiction other than Ontario.

         (e)      Each of the parties to this Agreement will be entitled to
                  enforce its rights under this Agreement specifically, to
                  recover damages and costs (including legal fees) caused by any
                  breach of any provision of this Agreement and to exercise all
                  other rights existing in its favour. The parties hereto agree
                  and acknowledge that money damages may not be an adequate
                  remedy for any breach of the provisions of this Agreement and
                  that any party may in its sole discretion apply to any court
                  of competent jurisdiction for specific performance and/or
                  other injunctive relief in order to enforce or prevent any
                  violations of the provisions of this Agreement.

         (f)      The provisions of this Agreement may be amended and waived
                  only with the prior written consent of the Corporation and the
                  Senior Chairman.

         (g)      If any time period for giving notice or taking action
                  hereunder expires on a day which is a Saturday, Sunday or
                  holiday in the Province of Ontario, the time period shall be
                  automatically extended to the business day immediately
                  following such Saturday, Sunday or holiday.

         (h)      This Agreement shall survive the termination of the Senior
                  Chairman's employment with the Corporation and shall remain in
                  full force and effect after such termination.

         (i)      Where any accounting determination or calculation is required
                  to be made under this Agreement or the exhibits hereto, such
                  determination or calculation (unless otherwise provided) shall
                  be made in accordance with Canadian generally accepted
                  accounting principles, consistently applied, except that if
                  because of a change in Canadian generally accepted accounting
                  principles the Corporation would have to alter a previously
                  utilized accounting method or policy in order to remain in
                  compliance with Canadian generally accepted accounting
                  principles, such determination or calculation

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                  shall continue to be made in accordance with the Corporation's
                  previous accounting methods and policies. All numbers set
                  forth herein which refer to share prices or amounts will be
                  appropriately adjusted to reflect stock splits, stock
                  dividends, combinations of shares and other recapitalization
                  affecting the subject class of shares.

5.       Termination

         (a)      For Cause. The Corporation may terminate the employment of the
                  Senior Chairman without notice or any payment In lieu of
                  notice for just and sufficient cause recognized by law as such
                  which, without limiting the generality of the foregoing, shall
                  include:

                  (i)      if the Senior Chairman is convicted of a criminal
                           offence involving fraud or dishonesty;

                  (ii)     if the Senior Chairman or any member of his family
                           makes any personal profit arising out of or in
                           connection with a transaction to which the
                           Corporation is a party or with which it is associated
                           without making disclosure to and obtaining the prior
                           written consent of the Corporation;

                  (iii)    if the Senior Chairman fails to honour his fiduciary
                           duties to the Corporation, including the duty to act
                           in the best interests of the Corporation; or

                  (iv)     if the Senior Chairman disobeys without cause and on
                           a repeated basis reasonable instructions given in the
                           course of employment by the board of directors of the
                           Corporation that are not inconsistent with the Senior
                           Chairman's management position and not remedied by
                           the Senior Chairman within a reasonable period of
                           time after receiving written notice of such
                           disobedience.

         (b)      For Disability/Death.

                  (i)      The Senior Chairman's employment may be terminated on
                           30 days' notice by the Corporation to the Senior
                           Chairman if the Senior Chairman becomes permanently
                           disabled. The Senior Chairman shall be deemed to have
                           become permanently disabled if in any year during the
                           employment period, because of ill health, physical or
                           mental disability, or for other causes beyond the
                           control of the Senior Chairman, the Senior Chairman
                           has been continuously unable or unwilling or has
                           failed to perform the Senior Chairman's duties for
                           180 consecutive days, or if, during any year of the
                           employment period, the Senior Chairman has been
                           unable or unwilling or has failed to perform his
                           duties for a total of 210 days, consecutive or not.
                           The term "any year of the employment


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                           period" means any period of 12 consecutive months
                           during the employment period.

                  (ii)     This agreement shall terminate without notice upon
                           the death of the Senior Chairman.

         (c)      Without Cause. The Corporation may terminate the employment of
                  the Senior Chairman at any time without cause provided that in
                  such event the Senior Chairman shall be entitled to receive
                  the notice and severance payments set out in subsection 6(c)
                  below.

6.       Notice and Severance Payments

         (a)      Upon termination of the Senior Chairman's employment: (i) for
                  cause or (ii) by the voluntary termination of employment by
                  the Senior Chairman, the Senior Chairman shall not be entitled
                  to any severance payment other than compensation earned by the
                  Senior Chairman before the date of termination calculated pro
                  rata up to and including the date of termination, together
                  with any amount to which the Senior Chairman is entitled under
                  the Employment Standards Act (Ontario), as amended and in
                  force from time to time.

         (b)      If the Senior Chairman's employment is terminated as a result
                  of the permanent disability or death of the Senior Chairman,
                  the Senior Chairman or his estate, as applicable, shall be
                  entitled to receive, within 30 days of the date of such
                  termination, an amount equal to 6 months' base salary at the
                  then prevailing rate plus his pro-rata share of any bonus
                  entitlement pursuant to subsection 3 (d) hereof arising up to
                  the date of termination. In addition, the Senior Chairman
                  and/or his family shall remain entitled to and shall be
                  provided with, health and medical benefits equivalent to those
                  being received by the Senior Chairman pursuant to subsection
                  3(b) at the effective date of the termination, for a period of
                  12 months after the effective date of the termination. The
                  Senior Chairman agrees to reasonably comply with all
                  requirements necessary for the Corporation to obtain life
                  insurance for the term of this agreement.

         (c)      If the Senior Chairman's employment is terminated for any
                  reason other than the reasons set out in subsection 6(a) and
                  6(b) above, the Senior Chairman shall be entitled to continue
                  to receive the Senior Chairman's then applicable base salary

                  (i)      in the case of termination during the Initial Term,
                           for the greater of the balance of the Initial Term
                           and [12] months following termination, and

                  (ii)     in the case of termination after the Initial Term,
                           for [12] months following termination,


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(as applicable, the "Severance Period" payable in the manner described in
subsection 3(a) above, plus his pro-rata share of any bonus entitlement pursuant
to subsection 3(d) hereof arising up to the date of termination. In addition,
the Senior Chairman and/or his family shall remain entitled to and shall be
provided with, health and medical benefits equivalent to those being received by
the Senior Chairman pursuant to subsection 3(b) at the effective date of the
termination during the Severance Period. The payments described in this
subsection 6(c) are the only notice and severance payments the Senior Chairman
will receive in the event of the termination of this agreement for reasons
contemplated in this subsection 6(c) and is inclusive of any entitlement under
the Employment Standards Act (Ontario).

7.       Confidentiality

         The Senior Chairman acknowledges and agrees that:

         (a)      in the course of performing his duties and responsibilities
                  for the Corporation, he has had and will continue in the
                  future to have access to and has been and will be entrusted
                  with detailed confidential information and trade secrets
                  (printed or otherwise) concerning past, present, future and
                  contemplated projects, services, operations, joint ventures,
                  and bidding techniques and procedures of the Corporation and
                  its subsidiaries, including, without limitation, information
                  relating to addresses, preferences, needs and requirements of
                  past, present and prospective clients, customers, suppliers
                  and employees of the Corporation and its subsidiaries
                  (collectively, "Trade Secrets"), the disclosure of any of
                  which to competitors of the Corporation or to the general
                  public, or the use of same by the Senior Chairman or any
                  competitor of the Corporation or any of its subsidiaries,
                  would be highly detrimental to the interests of the
                  Corporation;

         (b)      in the course of performing his duties and responsibilities
                  for the Corporation, the Senior Chairman has been and will
                  continue in the future to be a representative of the
                  Corporation to its customers, clients and suppliers and as
                  such has had and will continue in the future to have
                  significant responsibility for maintaining and enhancing the
                  goodwill of the Corporation with such customers, clients and
                  suppliers and would not have, except by virtue of his
                  employment with the Corporation, developed a close and direct
                  relationship with the customers, clients and suppliers of the
                  Corporation;

         (c)      the Senior Chairman owes fiduciary duties to the Corporation,
                  including the duty to act in the best interests of the
                  Corporation; and

         (d)      the right to maintain the confidentiality of the Trade
                  Secrets, the right to preserve the goodwill of the Corporation
                  and the right to the benefit of any relationships that have
                  developed between the Senior Chairman and the customers,
                  clients and suppliers of the Corporation by virtue of the
                  Senior Chairman's employment with the Corporation


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                  constitute proprietary rights of the Corporation, which the
                  Corporation is entitled to protect.

         In acknowledgement of the matters described above and in consideration
of the payments to be received by the Senior Chairman pursuant to this
agreement, the Senior Chairman hereby agrees that he will not, during the term
of this agreement and after the expiration hereof, directly or indirectly
disclose to any person or in any way make use of (other than for the benefit of
the Corporation), in any manner, any of the Trade Secrets, provided that such
Trade Secrets shall be deemed not to include information that is or becomes
generally available to the public other than a result of disclosure by the
Senior Chairman.

8.       Non-Solicitation and Non-Competition

         (a)      The Senior Chairman agrees that during the course of his
                  employment with the Corporation and for the period of two
                  years next following the termination of this employment,
                  occasioned by the Senior Chairman giving notice of his
                  termination of this Agreement to the Corporation or by the
                  Corporation terminating the Senior Chairman's employment for
                  any reason whatsoever, he will not on his own account or as
                  director, representative, employee, or agent for any person,
                  firm, or company be engaged directly or indirectly (except as
                  a shareholder in a publicly traded corporation holding less
                  than 5% of the issued and outstanding securities of any class
                  of such corporation) in any business which is engaged in
                  activities similar to or competing with those of the
                  Corporation (presently being the provision of clinical
                  laboratory services in the United States and Canada, including
                  the ownership and operation of clinical laboratories and the
                  provision of clinical testing services to hospitals and other
                  health care providers under long term or other contractual
                  arrangements, including joint ventures):

                  (i)      within the Municipality of Metropolitan Toronto and
                           within a distance of one hundred (100) miles from any
                           of the boundaries thereof; or

                  (ii)     within any municipality in any Province of Canada or
                           State of the United States where the Corporation
                           operates an office or other facility and within a
                           distance of one hundred (100) miles from any of the
                           boundaries thereof.

         (b)      The Senior Chairman shall not, during the course of his
                  employment and for a period of two (2) years next following
                  the termination of his employment with the Corporation, for
                  any reason whatsoever, solicit or seek to obtain orders from
                  or interfere with or endeavour to entice away any client or
                  customer of the Corporation with whom he has come in contact,
                  or of whom he has knowledge, during the course of his
                  employment with the Corporation.


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         (c)      The Corporation shall be entitled to counter any violation of
                  this section 8 by interim injunction without security and the
                  Senior Chairman shall incur full liability to the Corporation
                  for any violation.

         (d)      The termination of employment for the purpose of this section
                  8 shall be the time when the Senior Chairman ceases receiving
                  remuneration from the Corporation, whether or not he has
                  stopped functioning at an earlier time.

         (e)      The covenants contained in this section 8 are separate and
                  several and the Senior Chairman acknowledges that the
                  restrictions herein contained on his activities after such
                  termination of his employment are reasonable to protect the
                  business interests of the Corporation and that such agreements
                  are given for valuable consideration and are valid and
                  enforceable.

9.       Return of Materials

         All files, forms, brochures, books, materials, written correspondence,
memoranda, documents, manuals, computer disks, software products and lists
(including lists of customers, suppliers, products and prices) pertaining to the
business of the Corporation or any of its subsidiaries and associates that may
come into the possession or control of the Senior Chairman shall at all times
remain the property of the Corporation or such subsidiary or associate, as the
case may be. On termination of the Senior Chairman's employment for any reason,
the Senior Chairman agrees to deliver promptly to the Corporation all such
property of the Corporation in the possession of the Senior Chairman or directly
or indirectly under the control of the Senior Chairman.

10.      No Assignment

         Neither party may assign, pledge or encumber his or its interest in
this agreement nor assign any of his or its rights or duties under this
agreement without the prior written consent of the other party.

11.      Successors

         This agreement shall be binding on and enure to the benefit of the
successors and permitted assigns of the Corporation and the heirs, executors,
personal legal representatives and permitted assigns of the Senior Chairman.

12.      Notices

         Any notice or other commune on required or permitted to be given
hereunder shall be in writing and either delivered by hand or mailed by prepaid
registered mail. At any time other than during a general discontinuance of
postal service due to strike, lock-out or otherwise, a notice so mailed shall be
deemed to have been received three business days after the postmarked date
thereof

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or, if delivered by hand, shall be deemed to have been received at the time it
is delivered. If there is a general discontinuance of postal service due to
strike, lockout or otherwise, a notice sent by prepaid registered mall shall be
deemed to have been received three business days after the resumption of postal
service. Notices shall be addressed as follows:

         (a)      If to the Corporation:

                  20 Eglinton Avenue West
                  Suite 1600
                  Toronto, Ontario
                  M4R 2H1

                  with a copy to:

                  Golder, Thoma, Cressey, Rauner, Inc.
                  6100 Sears Tower
                  Chicago, Illinois
                  60606 6402

                  Attention:        Bruce Rauner

         (b)      If to the Senior Chairman:

                  c/o 20 Eglinton Avenue West
                  Suite 1600
                  Toronto, Ontario
                  M4R 2H1


13.      Legal Advice

         The Senior Chairman hereby represents and warrants to the Corporation
and acknowledges and agrees that he had the opportunity to seek and was not
prevented nor discouraged by the Corporation from seeking independent legal
advice prior to the execution and delivery of this Agreement and that, in the
event that he did not avail himself of that opportunity prior to signing this
agreement, he did so voluntarily without any undue pressure and agrees that his
failure to obtain independent legal advice shall not be used by him as a defence
to the enforcement of his obligations under this agreement. The Senior Chairman
further acknowledges that he has read this Agreement, understands this
Agreement, and agrees to be bound by this Agreement.




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         IN WITNESS WHEREOF the parties hereto have executed this Agreement as
of the date first above written.

SIGNED, SEALED AND             )        DYNACARE INC.
         DELIVERED             )
                               )
                               )        By: /s/ Harvey Shapiro
                                            ----------------------------------
                               )            Name: Harvey Shapiro
                               )            Title: Chief Executive Officer
                               )

                               )        /s/ Albert J. Latner
                                        -----------------------------------
Witness                        )        Albert J. Latner
















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                                   SCHEDULE A

                                EMPLOYEE BENEFITS





         The employee benefits are as set out in the attached copy of the
Dynacare benefits plan.


















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