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                                                                   EXHIBIT 10.53



                                    AGREEMENT


This Agreement ("Agreement") is dated as of January 1, 2000, and is entered into
by and between John P. Wareham ("Employee") and Beckman Coulter, Inc., a
Delaware corporation ("Beckman"). Employee and Beckman hereby agree to the
following terms and conditions:

1.      Purpose of Agreement. The purpose of this Agreement is to provide that,
        in the event of a "Change in Control," Employee may become entitled to
        receive additional benefits in the event of his termination. It is
        believed that the existence of these potential benefits will benefit
        Beckman by discouraging turnover among Employees with Agreements and
        causing such Employees to be more able to respond to the possibility of
        a Change in Control without being influenced by the potential effect of
        a Change in Control on their job security. In addition, this Agreement
        provides Employee with certain benefits upon the termination of his
        employment by reason of disability before or after a Change in Control.

2.      Change in Control. As used in this Agreement, the phrase "Change in
        Control" shall mean the following and shall be deemed to occur if any of
        the following events occur:

        (a)     Any "person," as such term is used in Sections 13(d) and 14(d)
                of the Securities Exchange Act of 1934, as amended (the
                "Exchange Act"), is or becomes the "beneficial owner" (as
                defined in Rule 13d-3 under the Exchange Act), directly or
                indirectly, of securities of Beckman representing 15% or more of
                the combined voting power of Beckman's then outstanding voting
                securities, provided that, no Change in Control shall be deemed
                to occur solely because a corporation (the "seller") owns 15% or
                more of Beckman voting securities if such ownership is only a
                transitory step in a reorganization whereby Beckman purchases
                the assets of the seller for Beckman voting securities and the
                seller liquidates shortly thereafter; or if the "person"
                described above is an underwriter or underwriting syndicate that
                has acquired ownership of the Company's securities solely in
                connection with a public offering of the Company's securities or
                is an employee benefit plan maintained by the Company or any of
                its subsidiaries.

        (b)     Individuals who, as of the date hereof, constitute the Board of
                Directors of Beckman (the "Incumbent Board"), cease for any
                reason to constitute at least a majority of the Board of
                Directors, provided that any person becoming a director
                subsequent to the date hereof whose election, or nomination for



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                election by Beckman's stockholders, was approved by a vote of at
                least a majority of the directors then comprising the Incumbent
                Board (other than an election or nomination of an individual
                whose initial assumption of office is in connection with an
                actual or threatened election contest relating to the election
                of the directors of Beckman, as such terms are used in Rule
                14a-11 of Regulation 14A promulgated under the Exchange Act)
                shall be deemed to be a member of the Incumbent Board of
                Beckman;

        (c)     The consummation of a merger or consolidation with any other
                corporation, other than

                (1)     a merger or consolidation which would result in the
                        voting securities of Beckman outstanding immediately
                        prior thereto continuing to represent (either by
                        remaining outstanding or by being converted into voting
                        securities of another entity) more than 85% of the
                        combined voting power of the voting securities of
                        Beckman or such other entity outstanding immediately
                        after such merger or consolidation,

                (2)     a merger or consolidation affected to implement a
                        recapitalization of Beckman (or similar transaction) in
                        which no person acquires 15% or more of the combined
                        voting power of Beckman's then outstanding voting
                        securities; or

        (d)     The stockholders of Beckman approve a plan of complete
                liquidation of Beckman or an agreement for the sale or
                disposition by Beckman of all or substantially all of Beckman's
                assets.

        Furthermore, even though a transaction meets the definition of a Change
        in Control set forth in clause (a) of the first sentence of this
        section, such transaction shall not constitute a Change in Control under
        this Agreement if subsequent to the transaction and at all times
        thereafter at least 70% of the voting power of Beckman's then
        outstanding voting securities remain widely held by members of the
        general public.

        In addition, the merger or consolidation which would constitute a Change
        in Control under clause (c) of the first sentence of this section shall
        not be treated as a Change in Control if three criteria are met: (1)
        after the merger or consolidation, persons who owned Beckman voting
        securities prior to the merger or consolidation own at least 60% of the
        voting securities of the surviving entity; (2) the voting securities not
        owned by former Beckman shareholders are widely held by the general
        public; and (3) the Committee resolves, prior to the approval that would
        otherwise constitute a Change in Control under clause (c), that no
        Change in Control shall be treated as having occurred. For the purpose
        of this paragraph, the former Beckman



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        shareholders shall be treated as owning the shares owned by the entity
        into which their shares are converted so that, for example, if the
        reorganization causes Beckman to become a wholly owned subsidiary of
        another entity and the former Beckman shareholders own at least 60% of
        that entity, then the share ownership requirement shall be considered to
        have been satisfied.

3.      Disability Payment and Benefits Prior to or Subsequent to a Change in
        Control.

        (a)     In the event of the Disability of the Employee, Beckman shall
                pay two times Compensation (as defined hereinafter). As used
                herein "Disability" refers to an illness, or accident that
                causes the Employee to be unable to perform his job for six or
                more consecutive months. In addition, the Employee shall receive
                additional payments from Beckman under the Beckman Coulter, Inc.
                Pension Plan (the "Pension Plan") as set forth in this section.
                The Disability Payment provided by this section shall be paid in
                equal monthly installments over two (2) years.

        (b)     In addition, at the time that Employee (or Employee's
                beneficiary) first begins to receive benefits under the Pension
                Plan there shall be calculated the difference between the
                benefit that Employee or Employee's beneficiary has begun to
                receive under the Pension Plan and the benefit that would have
                been received if Employee had worked for another two years
                subsequent to the date of the Disability. For the purpose of the
                preceding sentence, Employee shall be deemed to have received
                "Earnings" under the Pension Plan for the period subsequent to
                the Disability at an annual rate equal to his Compensation, as
                calculated under Section 8(a) of this Agreement. This difference
                shall be paid by Beckman as a supplemental payment to Employee
                or Employee's beneficiary for the period of time that he is
                entitled to the payment that is being supplemented.

        (c)     To the extent that Employee's pension benefit is provided by
                tax-qualified defined benefit pension plan for Beckman employees
                other than the Pension Plan, the calculation of the obligation
                under this section shall be calculated with regard to such
                successor plan's benefit formula and other relevant features.
                This section shall be applied with regard to the new plan in a
                manner designed to provide Employee with the additional benefits
                he would have received if he had remained employed for another
                two years. If Employee is not participating in a tax-qualified
                defined benefit pension plan at the time of the Disability, the
                benefit under this section shall be calculated with regard to
                the terms of the Pension Plan at the time of this Agreement.

        (d)     The disability benefits provided in Subsections (b) and (c) of
                this Section 3 shall in no event result in the Employee
                receiving more than the benefits he



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                would have otherwise received under the Pension Plan when
                retiring at age sixty-two (62).

4.      Rights and Obligations Prior to a Change in Control. With the exception
        of Section 3, prior to a Change in Control the rights and obligations of
        Employee with respect to his employment by Beckman shall be whatever
        rights and obligations are negotiated between Beckman and Employee from
        time to time. The existence of this Agreement, which deals with such
        rights and obligations subsequent to a Change in Control, shall not be
        treated as raising any inference with respect to what rights and
        obligations exist prior to a Change in Control unless specifically
        stated elsewhere in this Agreement.

5.      Effect of a Change in Control. In the event of a Change in Control,
        Sections 7 through 10 of this Agreement shall become applicable to
        Employee if his Qualifying Termination occurs on or prior to the second
        anniversary of the date upon which the Change in Control occurred. If a
        Qualifying Termination has occurred by that date, this Agreement shall
        remain in effect until Employee receives the various benefits to which
        he has become entitled under the terms of this Agreement; otherwise,
        upon such date this Agreement shall be of no further force or effect.

6.      Qualifying Termination. If, subsequent to a Change in Control Employee's
        employment terminates, such termination shall be considered a Qualifying
        Termination unless:

        (a)     Employee voluntarily terminates employment. It shall not be
                considered, however, a voluntary termination of employment if,
                following the Change in Control, Employee's compensation or
                duties are changed in any material respect from what they were
                immediately prior to a Change in Control, and subsequent to such
                change Employee elects to terminate employment. A "change in any
                material respect" shall encompass any substantial diminishment
                or modification in Employee's overall compensation (as measured
                by the overall value of such compensation, including fringe
                benefits, to Employee), position, duties, responsibilities, or
                reporting relationship, and shall also include the transfer of
                Employee's job location to a site more than 50 miles away from
                his place of employment prior to the Change in Control.

        (b)     The termination is on account of Employee's death or Disability.

        (c)     Employee is involuntarily terminated for "cause." For this
                purpose "cause" shall mean:



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                      (i) any material act of misconduct against Beckman or any
                of its affiliates, such as fraud, misappropriation, or
                embezzlement;

                      (ii) conviction of a felony involving a crime of moral
                turpitude;

                      (iii) willful and knowing significant violation of rules
                or regulations of any governmental or regulatory body which has
                a material impact to the business of Beckman; or

                      (iv) substantial and willful failure to render services in
                accordance with the job description of Employee's position
                (other than as a result of illness, accident or other physical
                or mental incapacity), provided that (A) a demand for
                performance of services has been delivered to the Employee in
                writing by or on behalf of the Board of Directors of Beckman at
                least 60 days prior to termination identifying the manner in
                which such Board of Directors believes that the Employee has
                failed to perform and (B) the Employee has thereafter failed to
                remedy such failure to perform.

7.      Constructive Qualifying Termination. If within six months prior to a
        change in control the Employee's employment terminates other than by
        causes listed in paragraph 6(a)(b) & (c), Employee may submit to an
        arbitration proceeding under paragraph 17 the determination of whether
        said termination within six month prior to a change in control was a
        constructive Qualifying Termination, entitling the Employee to
        Compensation and other benefits that would have been granted if said
        termination had occurred after a change in control.

8.      Date and Notice of Termination. Any termination of the Employee's
        employment by Beckman or by the Employee shall be communicated by a
        written notice of termination to the other party (the "Notice of
        Termination"). Where applicable, the Notice of Termination shall
        indicate the specific termination provision in this Agreement relied
        upon and shall set forth in reasonable detail the facts and
        circumstances claimed to provide a basis for termination of the
        Employee's employment under the provision so indicated. The date of the
        Employee's termination of employment with Beckman (the "Date of
        Termination") shall be determined as follows: (i) if the Employee's
        employment is terminated by Beckman, either with or without Cause, the
        Date of Termination shall be the date specified in the Notice of
        Termination (which, in the case of a termination by Beckman other than
        for Cause, shall not be less than two (2) weeks from the date such
        Notice of Termination is given unless Beckman elects to pay the
        Employee, in addition to any other amounts payable hereunder, an amount
        equal to two (2) weeks of the Employee's base salary in effect on the
        Date of Termination), and (ii) if the basis for the Employee's
        Termination is a Qualifying Termination, the Date of Termination shall
        be determined by Beckman, but shall



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        not in any event be less than fifteen (15) days nor more than sixty (60)
        days from the date such Notice of Termination is given.

9.      Severance Payment. If Employee is terminated as a result of a Qualifying
        Termination, Beckman shall pay Employee within 30 days of said
        Qualifying Termination a declining lump sum depending upon the age of
        this Agreement. At the effective date of this Agreement, the lump sum
        will equal to 60 months of Compensation. The amount of the lump sum will
        decrease each month by one month of Compensation until the amount of 36
        months of compensation is reached. For calculation purposes, any partial
        month will be rounded up or down to the nearest month. The lump sum will
        not be less than 36 months of Compensation. The calculation of Benefits
        under the Pension Plan in Section 10 shall use the same monthly
        calculation as utilized in this Section 8. By way of example and
        clarification, and if there were a Change in Control, the Employee had a
        Qualifying Termination 12 months after the effective date of this
        Agreement, the Employee would receive a lump sum of 48 months
        Compensation and a Pension Plan calculation as if the Employee had
        worked an additional 48 months.

        (a)     "Compensation" shall equal the sum of the Employee's highest
                annual salary rate (i.e., the highest rate of annual salary that
                Employee has been entitled to while an employee of Beckman) plus
                a "Management Bonus Increment." The Management Bonus Increment
                equals the "applicable percentage" of the highest annual salary
                rate. The "applicable percentage" is determined by looking at
                the management bonus plan that is applicable to Employee at the
                time of the Qualifying Termination and calculating the total
                award guideline percentage that would be applicable if the
                target performance were achieved. The total award guideline
                percentage (at target) shall not be adjusted either up or down
                by any individual performance rating under the plan. By way of
                illustration, the applicable percentage is 75% under the Beckman
                Employee Bonus Plan currently applicable to the Chief Executive
                Officer. If subsequent to this Agreement the Beckman Management
                Bonus Plan is redesigned or replaced, the applicable percentage
                shall be equitably adjusted to reflect the percentage of salary
                that Employee could reasonably expect to receive as a bonus if
                his performance had been excellent and profit objectives had
                been met for the year of the Qualifying Termination. If at the
                time of the Qualifying Termination neither the Beckman
                Management Bonus Plan nor a successor plan with a substantially
                similar bonus potential is in place and applicable to Employee,
                the calculation of the applicable percentage shall be based on
                the terms of the Beckman Management Bonus Plan that applied to
                Employee at the time that this Agreement was executed.

        (b)     In lieu of a cash lump sum, Employee may elect in writing to
                receive the Severance Payment provided by this Section in equal
                monthly installments



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                over three to five years (depending on the applicable multiple
                discussed in this Section 8). Such election may only be made
                prior to the occurrence of the events which constitute the
                Change in Control in question and such election is irrevocable
                once made.

        (c)     The Severance Payment hereunder is in lieu of any severance
                payments that Employee might otherwise be entitled to from
                Beckman under the terms of any severance pay arrangement not
                referred to in this Agreement.

        (d)     If a Qualifying Termination occurs during a calendar year,
                Employee shall receive a prorata Management Bonus for that
                portion of the year before the Qualifying Termination occurred.
                The prorata Management Bonus shall be calculated to the nearest
                month based on a twelve month year. Further, the prorata
                Management Bonus shall be based on the total award guideline
                percentage applicable to Employee if the target performance were
                achieved. The total award guideline percentage (at target) shall
                not be adjusted either up or down by any individual performance
                rating under the plan.

10.     Stock Option Grants and Other Forms of Employee Compensation.

        (a)     Employee may have received or will receive stock option grants
                or restricted stock under the Beckman Incentive Compensation
                Plan, or other stock option plans of Beckman. In the event of a
                Qualifying Termination, Beckman agrees (1) that all such stock
                options shall be immediately exercisable and shall remain
                exercisable for the length of the option period, and (2) that
                all such restricted stock shall have the restrictions removed.

        (b)     Beckman acknowledges that it may establish new Employee
                compensation programs subsequent to the date of this Agreement
                in addition to the ones described in this Agreement. If such a
                program is established, Employee becomes a participant in such a
                program, and the receipt by Employee of the benefits to which he
                is potentially entitled under the program is conditioned upon
                the satisfaction of a vesting requirement, then such vesting
                requirement shall be treated as completely satisfied in the
                event of a Qualifying Termination.

11.     Pension Plan for Employees of Beckman (the "Pension Plan"). In addition
        to any retirement benefits that might otherwise be due Employee under
        the Pension Plan or any successor plan, Employee shall receive
        additional payments from Beckman calculated as set forth in this section
        if Employee is terminated on account of a Qualifying Termination.



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        (a)     At the time that Employee (or Employee's beneficiary) first
                begins to receive benefits under the Pension Plan there shall be
                calculated the difference between the benefit that Employee or
                Employee's beneficiary has begun to receive under the Pension
                Plan and the benefit that would have been received if Employee
                had worked for another three to five years (depending on the
                compensation multiple discussed in Section 8 used to calculate
                the Employee's Severance Payment) subsequent to the date of the
                Qualifying Termination. For the purpose of the preceding
                sentence, Employee shall be deemed to have received "Earnings"
                under the Pension Plan for the period subsequent to the
                Qualifying Termination at an annual rate equal to his
                Compensation, as calculated under Section 7(a) of this
                Agreement. This difference shall be paid by Beckman as a
                supplemental payment to Employee or Employee's beneficiary for
                the period of time that he is entitled to the payment that is
                being supplemented.

        (b)     To the extent that Employee's pension benefit is provided by a
                different tax-qualified defined benefit pension plan for Beckman
                employees, the calculation of the obligation under this section
                shall be calculated with regard to such successor plan's benefit
                formula and other relevant features. This section shall be
                applied with regard to the new plan in a manner designed to
                provide Employee with the additional benefits he would have
                received if he had remained employed for another three to five
                years, as the case may be. If Employee is not participating in a
                tax-qualified defined benefit pension plan at the time of the
                Qualifying Termination, the benefit under this section shall be
                calculated with regard to the terms of the Pension Plan at the
                time of this Agreement.

12.     Additional Benefits. In the event of a Qualifying Termination, Employee
        shall be entitled to continue to participate in the following employee
        benefit programs which had been made available to Employee before the
        Qualifying Termination: group medical insurance, group dental insurance,
        group-term life insurance, disability insurance, automobile allowance,
        outplacement services, continuation of D&O insurance, and
        indemnification. These programs shall be continued at no additional cost
        to Employee; provided that, Employee acknowledges that tax rules may
        require the inclusion of the value of such benefits in Employee's
        income. The programs shall be continued in the same way and at the same
        level as immediately prior to the Qualifying Termination. The programs
        shall continue for three to five years, depending on Employee's
        compensation multiple under Section 8.

13.     Funding of SERP Obligations Upon Change of Control and a Qualifying
        Termination. Upon the occurrence of a Change in Control and a Qualifying
        Termination of the Employee, Beckman shall fund that portion, if any, of
        the obligations of Beckman to the Employee, under any supplemental
        executive



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        retirement plan ("SERP") and other non qualified plans that may then
        cover the Employee, that are not then irrevocably funded by establishing
        and irrevocably funding a trust for the benefit of the Employee. The
        amount of such fund shall include the obligations of Beckman to Employee
        under any non qualified plan as well as the then present value of the
        supplemental pension obligation due as determined by a nationally
        recognized firm qualified to provide actuarial services which has not
        rendered services to Beckman during the two years preceding such
        determination. The actuary shall be selected by Beckman, subject to
        approval by the Employee (which approval shall not unreasonably be
        withheld), and paid by Beckman. The establishment and funding of such
        trust shall not affect the obligation of Beckman to pay any non
        qualified benefits, including, but not limited to supplemental pension
        payments under the terms of the applicable SERP.

14.     Section 280G

        (a)     Gross-Up. Notwithstanding any other provisions of this
                Agreement, in the event that any payment or benefit received or
                to be received by the Employee or the acceleration of any
                payment or benefit (all such payments and benefits, and
                accelerations thereof including the Change in Control Severance
                Payments, being hereinafter called the "Total Payments") would
                be subject (in whole or in part) to the tax (the "Excise Tax")
                imposed under Section 4999 of the Code, Beckman shall pay to the
                Employee such additional amounts (the "Gross-Up Payment") such
                that the net amount retained by the Employee, after deduction of
                any Excise Tax on the Total Payments and any federal, state and
                local income and employment taxes and Excise Tax upon the
                Gross-Up Payment, shall be equal to the Total Payments. For
                purposes of determining the amount of the Gross-Up Payment, the
                Employee shall be deemed to pay federal income tax at the
                highest marginal rate of federal income taxation in the calendar
                year in which the Gross-Up Payment is calculated for purposes of
                this section, net of the maximum reduction in federal income
                taxes which could be obtained from deduction of such state and
                local taxes. In the event that the Excise Tax is subsequently
                determined to be less than the amount taken into account
                hereunder, the Employee shall repay to Beckman, at the time that
                the amount of such reduction in Excise Tax is finally
                determined, the portion of the Gross-Up Payment attributable to
                such reduction (plus that portion of the Gross-Up Payment
                attributable to the Excise Tax and federal, state and local
                income tax imposed on the Gross-Up Payment being repaid by the
                Employee to the extent that such repayment results in a
                reduction in Excise Tax and/or a federal, state or local income
                tax deduction) plus interest on the amount of such repayment at
                the rate provided in Section 1274(b)(2)(B) of the Code. In the
                event that the Excise Tax is determined to exceed the amount
                taken into account hereunder (including by reason of any payment
                the existence or



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                amount of which cannot be determined at the time of the Gross-Up
                Payment), Beckman shall make an additional Gross-Up Payment in
                respect of such excess (plus any interest, penalties or
                additions payable by the Employee with respect to such excess)
                at the time that the amount of such excess is finally
                determined. The Employee and Beckman shall each reasonably
                cooperate with the other in connection with any administrative
                or judicial proceedings concerning the existence or amount of
                liability for Excise Tax with respect to the Total Payments.

        (b)     Accounting Firm. All determinations to be made with respect to
                this Section 12 shall be made by Beckman's independent
                accounting firm (or, in the case of a payment following a Change
                in Control, the accounting firm that was, immediately prior to
                the Change in Control, Beckman's independent auditor). The
                accounting firm shall be paid by Beckman for its services
                performed hereunder.

15.     Term of Agreement. This Agreement shall be effective from January 1,
        2000 through December 31, 2009. Beckman may, in its sole discretion and
        for any reason, provide written notice of termination (effective as of
        the then applicable expiration date) to Employee no later than 60 days
        before expiration date of this Agreement. If written notice is not so
        provided, this Agreement shall be automatically extended for an
        additional period of 12 months past the expiration date. This Agreement
        shall continue to be automatically extended for an additional 12 months
        at the end of such 12-month period and each succeeding 12-month period
        unless notice is given in the manner described in this section.

16.     Governing Law. Except to the extent that federal law is applicable, this
        Agreement is made and entered into in the State of California, and the
        laws of California shall govern its validity and interpretation in the
        performance by the parties hereto of their respective duties and
        obligations hereunder.

17.     Entire Agreement. This Agreement constitutes the entire agreement
        between the parties respecting the benefits due Employee in the event of
        a Change in Control followed by a Qualifying Termination, and there are
        no representations, warranties or commitments, other than those set
        forth herein, which relate to such benefits. This Agreement may be
        amended or modified only by an instrument in writing executed by all of
        the parties hereto. This is an integrated agreement.

18.     Dispute Resolution. Any disagreement, dispute, controversy or claim
        arising out of or relating to this Agreement or the interpretation of
        this Agreement or any arrangements relating to this Agreement or
        contemplated in this Agreement or the breach, termination or invalidity
        thereof shall be settled by final and binding arbitration administered
        by JAMS/Endispute in Orange County, California in



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        accordance with the then existing JAMS/Endispute Arbitration Rules and
        Procedures for Employment Disputes. In the event of such an arbitration
        proceeding, the Employee and Beckman shall select a mutually acceptable
        neutral arbitrator from among the JAMS/Endispute panel of arbitrators.
        In the event the Employee and Beckman cannot agree on an arbitrator, the
        Administrator of JAMS/Endispute will appoint an arbitrator. Neither the
        Employee nor Beckman nor the arbitrator shall disclose the existence,
        content, or results of any arbitration hereunder without the prior
        written consent of all parties. Except as provided herein, the Federal
        Arbitration Act shall govern the interpretation, enforcement and all
        proceedings. The arbitrator shall apply the substantive law (and the law
        of remedies, if applicable), of the State of California, or federal law,
        or both, as applicable and the arbitrator is without jurisdiction to
        apply any different substantive law. The arbitrator shall have the
        authority to entertain a motion to dismiss and/or a motion for summary
        judgement by any party and shall apply the standards governing such
        motions under the Federal Rules of Civil Procedure. The arbitrator shall
        render an award and a written, reasoned opinion in support thereof.
        Judgement upon the award may be entered in any court having jurisdiction
        thereof. The Employee and Beckman shall generally each be responsible
        for payment of one-half the amount of the arbitrator's fee, provided,
        however, that Beckman shall pay to the Employee all legal fees and
        expenses (including but not limited to fees and expenses in connection
        with any arbitration) incurred by the Employee in disputing in good
        faith any issue arising under this Agreement relating to the termination
        of the Employee's employment in connection with a Change in Control or
        in seeking in good faith to obtain or enforce any benefit or right
        provided by this Agreement on account of a Change in Control.

        In the case of a termination for cause, and Employee files for
        arbitration under the dispute resolution paragraph 17, the Company shall
        continue to pay Employee his salary from the time of said termination
        for cause for a period of six (6) months. The arbitrator in the dispute
        resolution proceeding shall have the authority to direct the Company of
        the Employee (taking into account the good faith claim and the needs of
        the Employee) to continue payment of Employee's salary beyond said six
        months. If Employee is successful in the arbitration proceeding with a
        finding of a Qualifying Termination and receives his Compensation under
        this Agreement, the payment of salary subsequent to the alleged
        termination for cause will be deducted from any payment of Compensation
        to the Employee.

19.     Tax Withholding. All amounts paid under this Agreement shall be subject
        to all applicable federal, state and local wage and employment tax
        withholding.

20.     Release. Notwithstanding anything herein to the contrary, Beckman's
        obligation to make the payments provided for in this Agreement is
        expressly made subject to and



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        conditioned upon (i) the Employee's prior execution of a release
        substantially in the form attached hereto as Exhibit A within forty-five
        days after the applicable Date of Termination and (ii) the Employee's
        non-revocation of such release in accordance with the terms thereof.

21.     Successors:  Binding Agreement.

        (a)     Assumption by Successor. Beckman shall require any successor
                (whether direct or indirect, by purchase, merger, consolidation
                or otherwise) to all or substantially all of the business or
                assets of Beckman expressly to assume and to agree to perform
                its obligations under this Agreement in the same manner and to
                the same extent that Beckman would be required to perform such
                obligations if no such succession had taken place; provided,
                however, that no such assumption shall relieve Beckman of its
                obligations hereunder. As used herein, Beckman shall mean any
                successor to its business and/or assets as aforesaid that
                assumes and agrees to perform its obligations by operation of
                law or otherwise.

        (b)     Enforceability Beneficiaries. This Agreement shall be binding
                upon and inure to the benefit of the Employee (and the
                Employee's personal representatives and heirs) and Beckman and
                any organization which succeeds to substantially all of the
                business or assets of Beckman, whether by means of merger,
                consolidation, acquisition of all or substantially all of the
                assets of Beckman or otherwise, including, without limitation,
                as a result of a Change in Control or by operation of law. This
                Agreement shall inure to the benefit of and be enforceable by
                the Employee's personal or legal representatives, executors,
                administrators, successors, heirs, distributees, devisees and
                legatees. If the Employee should die while any amount would
                still be payable to such Employee hereunder if he had continued
                to live, all such amounts, unless otherwise provided herein,
                shall be paid in accordance with the terms of this Agreement to
                his devisee, legatee or other designee or, if there is no such
                designee, to his estate.

22.     Confidentiality:  Non Solicitation.

        (a)     Confidentiality. The Employee acknowledges that in the course of
                his employment within Beckman, he has acquired non-public
                privileged or confidential information and trade secrets
                concerning the operations, future plans and methods of doing
                business ("Proprietary Information") of Beckman, and the
                Employee agrees that it would be extremely damaging to Beckman
                if such Proprietary Information were disclosed to a competitor
                of Beckman or to any other person or corporation. The Employee
                understands and agrees that all Proprietary Information the
                Employee has acquired during the course of



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<PAGE>   13

                such employment has been divulged to the Employee in confidence
                and further understands and agrees to keep all Proprietary
                Information secret and confidential (except for such information
                which is or becomes publicly available other than as a result of
                a breach by the Employee of this provision) without limitation
                in time. In view of the nature of the Employee's employment and
                the Proprietary Information the Employee has acquired during the
                course of such employment, the Employee likewise agrees that
                Beckman would be irreparably harmed by any disclosure of
                Proprietary Information in violation of the terms of this
                paragraph and that Beckman shall therefore be entitled to
                preliminary and/or permanent injunctive relief prohibiting the
                Employee from engaging in any activity or threatened activity in
                violation of the terms of this paragraph and to any other
                judicial relief available to it. Inquires regarding whether
                specific information constitutes Proprietary Information shall
                be directed to Beckman's General Counsel (or, if such position
                is vacant, Beckman's Chief Executive Officer); provided,
                however, that Beckman shall not unreasonably classify
                information as Proprietary Information.

        (b)     Non-Solicitation of Employees. The Employee recognizes that he
                possesses and will possess confidential information about other
                employees of Beckman, relating to their education, experience,
                skills, abilities, compensation and benefits, and interpersonal
                relationships with customers of Beckman. The Employee recognizes
                that the information he possesses and will possess about these
                other employees is not generally known, is of substantial value
                to Beckman in developing their business and in securing and
                retaining customers, and has been and will be acquired by him
                because of his business position within Beckman. The Employee
                agrees that for a period of one (1) year following the Date of
                Termination, he will not, directly or indirectly, solicit
                recruit any employee of Beckman for the purpose of being
                employed by him or by any other competitor of Beckman on whose
                behalf he is acting as an agent, representative or employee and
                that he will not convey any such confidential information or
                trade secrets about other employees of Beckman to any other
                person; provided, however, that it shall not constitute a
                solicitation or recruitment of employment in violation of this
                paragraph to discuss employment opportunities with any employee
                of Beckman who has either first contacted the Employee or
                regarding whose employment the Employee has discussed with and
                received written approval of Beckman's Vice President, Human
                Resources (or, if such position is vacant, Beckman Chief
                Executive Officer), prior to making such solicitation or
                recruitment. In view of the nature of the Employee's employment
                with Beckman, the Employee likewise agrees that Beckman would
                irreparably harmed by any solicitation or recruitment in
                violation of the terms of this paragraph and that Beckman shall
                therefore be entitled to preliminary and/or permanent injunction
                relief prohibiting the Employee from engaging in any activity or



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<PAGE>   14

                threatened activity in violation of the terms of this paragraph
                and to any other judicial relief available to it.

23.     Notices. Any notice or communications required or permitted to be given
        to the parties hereto shall be delivered personally or be sent by United
        States registered or certified mail, postage prepaid and return receipt
        requested, and addressed or delivered as follows, or to such other
        addresses the party addressed may have substituted by notice pursuant to
        this section:

(a)         If to Beckman Coulter, Inc.:

                   Beckman Coulter, Inc.
                   4300 N. Harbor Boulevard
                   Fullerton, California 92835
                   Attn:  Vice President, General Counsel and Secretary

            (b)  If to Employee:

                   John P. Wareham
                   [Address Deleted]

24.     Captions. The captions of this Agreement are inserted for convenience
        and do not constitute a part hereof.

25.     Severability. In case any one or more of the provisions contained in
        this Agreement shall for any reason be held to be invalid, illegal or
        unenforceable in other respect, such invalidity, illegality or
        unenforceability shall not affect any other provision of this Agreement,
        but this Agreement shall be construed as if such invalid, illegal or
        unenforceable provision had never been contained herein and there shall
        be deemed substituted for such other provision as will most nearly
        accomplish the intent of the parties to the extent permitted by the
        applicable law. In case this Agreement, or any one or more of the
        provisions hereof, shall be held to be invalid, illegal or unenforceable
        within any governmental jurisdiction or subdivision thereof, this
        Agreement or any such provision thereof shall not as a consequence
        thereof be deemed to be invalid, illegal or unenforceable in any other
        governmental jurisdiction or subdivision thereof.

26.     Counterparts. This Agreement may be executed in two or more
        counterparts, each of which shall be deemed an original, but all of
        which together shall constitute one and the same Agreement.



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<PAGE>   15

        IN WITNESS HEREOF, the parties hereto have caused this Agreement to be
duly executed and delivered as of the day and year first written above in
Fullerton, California.

                                             BECKMAN COULTER, INC.


                                             By  /s/ William N. Kelley
                                                --------------------------------
                                                William N. Kelley, Ph.D.
                                                Chairman, Organization and
                                                Compensation Committee of the
                                                Board of Directors

                                             EMPLOYEE


                                             /s/ John P. Wareham
                                             -----------------------------------
                                             John P. Wareham



                                       15
<PAGE>   16

                                                                       Exhibit A


                              RELEASE OF ALL CLAIMS


1.0 This Release of all Claims ("Release") serves to conclude _________________
_________ (name) employment at Beckman Coulter, Inc. ("Company") pursuant to a
change in control Agreement dated ___________________ and a Qualifying
Termination thereunder.

2.0 Consideration of the full and final settlement of any and all claims that
______________________ (name) may have or have made against the Company, or any
of its agents at any time through and including, the effective date of this
Release and for the execution and delivery of this Release is the Company's
obligations under the Agreement between _______________________ (name) and the
Company dated _____________________.

3.0 __________________________ (name) and (his/her) heirs, executors and
administrators, if any, hereby forever release and discharge the Company, any of
its past, present or future parent companies, subsidiaries, affiliates,
divisions, successors, assigns, trust fiduciaries, stockholders, agents,
directors, officers, employees, representatives, heirs, attorneys, and all
persons acting by, through, under or in concert with them, or any of them
(hereinafter collectively known as "Releasees") of and from any and all manner
of claims, causes of action, or complaints, in law or in equity, of any nature
whatsoever, known or unknown, fixed or contingent (hereinafter called "Claims"),
which _______________________ (name) now has or may have against the Releasees,
or any of them, arising out of (his/her) employment or separation from Company,
and any other claim of any nature whatsoever based upon any fact or event
occurring prior to the date of this Release.

4.0 Without limiting the generality of paragraph 3, _________________ (name)
ALSO SPECIFICALLY AGREES TO WAIVE ANY RIGHT TO RECOVERY BASED ON LOCAL, STATE OR
FEDERAL AGE, SEX, SEXUAL ORIENTATION, PREGNANCY, RACE, COLOR, NATIONAL ORIGIN,
MARITAL STATUS, RELIGION, PHYSICAL DISABILITY, MENTAL CONDITION OR MENTAL
DISABILITY DISCRIMINATION LAWS, INCLUDING WITHOUT LIMITATION, TITLE VII OF THE
CIVIL RIGHTS ACT OF 1964, THE AGE DISCRIMINATION IN EMPLOYMENT ACT, THE
AMERICANS WITH DISABILITIES ACT, THE FEDERAL FAMILY MEDICAL LEAVE ACT OF 1993,
THE CALIFORNIA FAMILY RIGHTS ACT OF 1991 AND THE FAIR EMPLOYMENT AND HOUSING
ACT, WHETHER SUCH CLAIM OR CLAIMS MAY BE BASED ON AN ACTION FILED BY YOU OR BY A
GOVERNMENTAL AGENCY.



                                       16
<PAGE>   17

5.0 ____________________(name) is aware that after the effective date of this
Release ____________________ (name) may discover facts different from, or in
addition, those ____________________(name) now knows or believes to be true with
respect to the Claims released in paragraphs 3 and 4 above and agrees that this
Release shall be and remain in effect in all respects as a complete and general
release as to all matters released, notwithstanding any different or additional
facts.

6.0 It is _____________________(name) intention in executing this Release that
it shall be effective as a bar to each and every Claim of any nature whatsoever.
In furtherance of this intention, ____________________(name) specifically waives
the benefit of SECTION 1542 OF THE CIVIL CODE OF THE STATE OF CALIFORNIA, which
states the following:

                A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR
                DOES NOT KNOW OR SUSPECT TO EXIST IN ITS FAVOR AT THE TIME OF
                EXECUTING THIS RELEASE, WHICH IF KNOWN BY HIM MUST HAVE
                MATERIALLY EFFECTED HIS SETTLEMENT WITH THE DEBTOR.

7.0 This Release shall be construed and interpreted in accordance with the laws
of the State of California.

8.0 I, _____________________(name) understand, acknowledge and represent that:

        (a)     I have carefully read and understand this Release and its final
                and binding effect;

        (b)     This Release constitutes a voluntary waiver of any and all
                rights and claims I have against Company as of the date of the
                execution of this Release;

        (c)     I have waived rights or claims pursuant to this Release in
                exchange for consideration, the value of which exceeds payment
                or remuneration to which I was already entitled;

        (d)     I was advised to consult and have had the opportunity to fully
                discuss the contents and consequences of this Release with any
                attorney of my choice prior to executing it;

        (e)     I have a period of at least 21 days to consider the terms of
                this Release. I may revoke this Release at any time during the
                seven (7) days following the



                                       17
<PAGE>   18

                date I execute this Release, and this Release shall not become
                effective or enforceable until such revocation period has
                expired;

        (f)     I have voluntarily and knowingly signed this Release.



                                             -----------------------------------
                                             Name


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



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