Prepared by MERRILL CORPORATION





Exhibit 10.11


 


STOCK PURCHASE
AGREEMENT


 


Stock Purchase
Agreement executed on May 14, 2001 between
Castletop Investments, L.P. (d/b/a Castletop Capital), a Texas limited
partnership with a principal place of business located at 5000 Plaza on the
Lake, Suite 170, Austin, Texas 78746 (“Purchaser”) and Bio-Reference
Laboratories, Inc., a New Jersey corporation with a principal place of business
located at 481 Edward H. Ross Drive, Elmwood Park, New Jersey 07407 (“BRLI”).


WITNESSETH:


 


WHEREAS, the
Purchaser has provided BRLI’s management with valuable managerial advice and
BRLI wishes to obtain the Purchaser’s services as a director in the future to
provide managerial guidance and assistance on an on-going basis, and


 


WHEREAS, the
Purchaser wishes to make a substantial equity investment in BRLI and is willing
to serve as a member of BRLI’s board of directors on the terms and conditions
herein set forth, and


 


WHEREAS, BRLI is
willing to sell a substantial number of shares of its authorized but unissued
common stock to the Purchaser at a discount from the current market price for
the common stock in the over-the-counter market on the terms and conditions
herein set forth.


 


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


 


1.             Sale and Purchase
of the BRLI Shares of Common Stock


 


Based
upon the representations and warranties herein contained and subject to the
terms and conditions hereinafter set forth, the Purchaser shall purchase from
BRLI and BRLI shall sell to the Purchaser, an aggregate 1,500,000 shares of
BRLI’s authorized but unissued common stock (the “Shares”) at an aggregate
purchase price of $1,500,000 (the “Purchase Price”) or $1.00 per Share.


 


2.             The Closing


 


(A)          The closing of such sale and purchase
(the “Closing”) shall take place at the offices of BRLI at 481 Edward H. Ross
Drive, Elmwood Park, New Jersey 07407 at 2:00 o’clock P.M. (local time) on
Monday, May 14, 2001, or at such date and time thereafter as the parties hereto
shall mutually agree, in a writing executed by BRLI on the one hand and by
Purchaser on the other.


 


(B)           At the Closing, the Purchaser will
deliver a certified or bank check or will wire funds payable to BRLI in New
York Clearing House Funds, in the amount of the Purchase Price, to BRLI, in
full payment for the Shares.











(C)           At the Closing, BRLI will deliver a
stock certificate for the Shares, in the Purchaser’s name, to the Purchaser.
The certificate will be registered in the name of the Purchaser but the Shares
will not be registered under the Securities Act of 1933 (the “Securities Act”).


 


3.             Representations and
Warranties of BRLI


 


BRLI
hereby represents and warrants to the Purchaser that the following is true:


 


(A)          Organization, Good Standing and
Qualification – BRLI is a corporation duly organized, validly existing and
in good standing under the laws of the State of New Jersey and has all
requisite power and authority to carry on its business as it is now being
conducted. BRLI is duly qualified to transact business and is in good standing
in each jurisdiction in which the failure to so qualify would have a material
adverse effect on its business or properties.


 


(B)           Corporate Power – BRLI will
have at the Closing all requisite corporate power and authority (i) to execute
and deliver this Stock Purchase Agreement and each other document executed in
connection herewith, (ii) to sell and issue the Shares, and (iii) to carry out
and perform its obligations under the terms of this Stock Purchase Agreement.


 


(C)           Filings – BRLI has filed with
the Securities and Exchange Commission (the “SEC”) all documents (the “SEC
Documents”) required to be filed with the SEC since November 1, 1999 pursuant
to the Securities Exchange Act of 1934 (the “Exchange Act”). BRLI has made
available to the Purchaser, true and complete copies of the SEC Documents that
BRLI has been required to file and/or has filed with the SEC relating to the
year ended October 31, 2000 and all periods thereafter. To the best of BRLI’s
knowledge and belief, as of their respective filing dates, the SEC Documents
complied in all material respects with the requirements of the Exchange Act,
and, to the best of BRLI’s knowledge and belief, none of the SEC Documents
contained any untrue statement of a material fact or omitted to state a
material fact required to be stated therein or necessary to make the statements
made therein, in light of the circumstances under which they were made, not
misleading. BRLI qualifies under applicable law as a “Registrant” to use a Form
S-3 Registration Statement to effect the registration of its securities with
the SEC but does not meet the “transaction” requirements for a primary offering
under Form S-3. To the best of BRLI’s knowledge and belief, the financial
statements of BRLI, including the notes thereto, included in the SEC Documents
(the “Financial Statements”) comply as to form in all material respects with
applicable accounting requirements and with the published rules and regulations
of the SEC with respect thereto, have been prepared in accordance with
generally accepted accounting principles consistently applied (except as may be
indicated in the notes thereto or, in the case of unaudited statements, as
permitted by Form 10-Q of the SEC) and fairly present the financial condition
at the dates thereof and of its operations and cash flows for the periods then
ended (subject, in the case of unaudited statements, to normal, recurring audit
adjustments). There has been no change in BRLI’s accounting policies except as
described in the notes to the Financial Statements. BRLI has no material
obligation other than (i) those set forth in the Financial Statements and (ii)
those not required to be set forth in the Financial Statements under generally
accepted accounting principles.











(D)          No Material Adverse Change –
Since January 31, 2001, there has not been any material adverse change in the
results of operations, financial condition, assets, liabilities or business
prospects of BRLI or, except as described in (E) of this Section 3, the
recurrence of any event which, with the passage of time or otherwise, would
result in a material adverse change in the financial condition, assets,
liabilities or business prospects of BRLI (other than on account of matters
which affect generally the economy or the industry in which BRLI is engaged).


 


(E)           Compliance with Other Instruments
– At October 31, 2000, BRLI was in default under its principal Loan Agreement
(the “Loan Agreement”) with PNC Bank (the “Bank”) due to BRLI’s failure to
maintain a certain tangible net worth at fiscal year end as well as due to its
advancing of loans to two wholly owned subsidiaries. The Bank waived these
violations effective October 31, 2000 and the loan due date was extended to
September 30, 2001. At January 31, 2001 and again at April 30, 2001, BRLI
continued to be in default with respect to the prohibitions against loans to
these two subsidiaries and notified the Bank which has taken no action with
respect thereto at the date hereof. Except for the above defaults with respect
to the prohibition against loans under the Loan Agreement, BRLI is not, to the
best of its knowledge and belief, in default in the performance of any material
obligation, agreement or condition contained in any note or other evidence of
indebtedness or in any indenture or loan agreement which default would afford
to any person the right to accelerate any material indebtedness or terminate
any material right or agreement of BRLI. BRLI is not in violation of its
Certificate of Incorporation, as amended, or its bylaws, nor, to the best of
its knowledge and belief, is BRLI in default under any material contract
(excluding the Loan Agreement) or license to which it is a party. Neither the
sale of the Shares nor the execution and delivery of the Stock Purchase Agreement,
nor the fulfillment of the terms herein set forth and the consummation of the
transactions herein contemplated will (i) conflict with or constitute a breach
of, default under or violation of BRLI’s Certificate of Incorporation, as
amended, or bylaws; or to the best of BRLI’s knowledge and belief, (ii)
conflict with or constitute a breach of, default under or violation of any
material agreement, indenture or other material instrument or undertaking by
which BRLI is bound or to which any of its properties are subject; (iii)
constitute a violation of any law, administrative regulation or court decree
binding upon BRLI; or (iv) result in the creation of or imposition of any
material lien, charge or encumbrance upon any substantial portion of the
property or assets of BRLI.


 


(F)           Capitalization – BRLI’s
authorized capital stock consists of 18,333,333 shares of common stock, $.01
per value (“Common Stock”) and 1,666,667 shares of preferred stock, $.01 par
value (“Preferred Stock”). At the time of the Closing, BRLI will have not more
than 9,184,449 shares of Common Stock issued and outstanding or in the process
of being issued (including 159,578 shares of Common Stock which, although
outstanding, are being held in escrow for delivery to a third party vendor upon
the completion by the vendor of the furnishing of services to BRLI) and not
more than 604,078 shares of Preferred Stock (Series A Senior Preferred Stock)
issued and outstanding, and convertible on a share for share basis into Common
Stock. The Series A Senior Preferred Stock is owned by BRLI’s president and
chief executive officer, Marc D. Grodman M.D., and his wife. In addition, at
the time of the Closing, BRLI will have outstanding options and warrants (some
contingent upon certain future conditions being fulfilled) exercisable to
purchase not more than an aggregate 1,983,224 shares of Common Stock, and there
will be no other outstanding subscriptions, options or warrants to purchase or
contracts or other agreements or commitments to issue or any other rights
entitling anyone to acquire, or outstanding securities convertible into shares
of BRLI’s capital stock except for this Stock Purchase Agreement providing for
the issuance of the Shares to the Purchaser.


 


(G)           Title to the Shares – Upon
completion of the Closing described in Section 2 herein including the
Purchaser’s payment of the Purchase Price to BRLI and BRLI’s delivery of a
stock certificate for the Shares to the Purchaser, the Shares will be duly
authorized, validly issued, fully-paid and non-assessable, and the Purchaser
will be the record owner of the Shares on the transfer books and records of
BRLI.











(H)          Litigation – Except for the
pending review by BRLI’s Medicare carrier and the pending Right Body Foods
litigation referred to in Section 4(E) herein, there are no suits, actions or
legal, administrative, arbitration or other proceedings or governmental
investigations against BRLI pending or, to BRLIs knowledge, threatened, which
(i) if determined adversely to BRLI, could be expected to result in a material
adverse effect on the financial condition, assets, business prospects or
results of operations of BRLI or (ii) seek to prevent the consummation of the
transaction contemplated hereby.


 


(I)            Compliance with Laws – To the
best of BRLI’s knowledge and belief, BRLI has complied with and is not in
violation of any federal, state or local statute, law or regulation with
respect to the conduct of its business or the ownership or operation of its
business, assets or properties. Furthermore, BRLI has not received any notice
of violation with respect to any such statute, law or regulation.


 


(J)            Offering – Subject in part to
the truth and accuracy of the Purchaser’s representations set forth in Section
4 of this Stock Purchase Agreement, the offer, sale and issuance of the Shares
as contemplated by this Stock Purchase Agreement are exempt from the
registration requirements of Section 5 of the Securities Act, and neither BRLI
nor any authorized agent acting on its behalf will take any action hereafter
that would cause the loss of such exemption.


 


(K)          Effectiveness of Representations
and Warranties at Closing – The representations and warranties of BRLI
contained in this Stock Purchase Agreement will be true and correct on the date
of the Closing as though then made and as though the date of the Closing was
substituted for the date of this Stock Purchase Agreement throughout same,
except as affected by the transactions expressly contemplated herein.


 


4.             Representations and
Warranties of the Purchaser


 


The
Purchaser hereby represents and warrants to BRLI that the following is true:


 


(A)          Accredited Investor Acquiring for
Investment – The Purchaser is an “accredited investor” as defined in Rule
501(a) of  Regulation D promulgated by
the SEC under the Securities Act and as illustrated by the background of the
Managing Director of its General Partner, is sophisticated in business and
financial matters. The Purchaser is acquiring the Shares for its own account
for investment, not for the interest of any other person and not with a view to
or in connection with a sale or distribution, and it will not sell or otherwise
transfer the Shares without registration under the Securities Act unless
pursuant to an applicable exemption therefrom. The Purchaser has been advised
that transfer stops will be placed against the Shares to insure compliance with
the foregoing representation and warranty and that a restrictive legend will be
placed on the stock certificate representing the Shares.


 


(B)           Partnership Power – The
Purchaser will have at the Closing all requisite power and authority (i) to
execute and deliver this Stock Purchase Agreement and each other document
executed in connection herewith, (ii) to purchase the Shares, and (iii) to
carry out and perform its obligations under the terms of this Stock Purchase
Agreement.











(C)           Relationship to Other Investments
– The Purchaser’s overall commitment to investments which are not readily
marketable (including this investment in BRLI) is reasonable in relation to and
is not disproportionate to its net worth and it has no present need for
liquidity in this investment. The Purchaser understands that there is
substantial risk in this investment in BRLI.


 


(D)          Access to Information – The
Purchaser has received and has carefully reviewed copies of BRLI’s annual
report on Form 10-K for the year ended October 31, 2000 and BRLI’s quarterly
report on Form 10-Q for the quarter ended January 31, 2001. In addition, prior
to making its decision to purchase the Shares, the Purchaser has had face to
face meetings with members of BRLI’s management at BRLI’s executive offices and
has asked questions and obtained responses concerning the business and
financial condition of BRLI which are consistent with the information contained
in the SEC Documents.


 


(E)           Awareness of Risk – The
Purchaser is aware of the substantial risk to its investment hereunder as
reflected herein and in the SEC Documents including but not limited to BRLI’s
default under its Loan Agreement with the Bank, described in Section 3(E)
above, pending reviews by BRLI’s Medicare carrier and pending litigation
concerning BRLI’s acquisition of the business of Right Body Foods.


 


(F)           Directorship – Morton L.
Topfer, the Managing Director of the General Partner of the Purchaser, will
serve as a BRLI director upon his election as such, until the next annual
meeting of BRLI’s stockholders, provided that he is so elected by BRLI’s
directors within 30 days after the Closing. If so requested by the Purchaser,
BRLI’s management will include Morton L. Topfer in its slate of directors at
the next annual meeting of BRLI’s stockholders.


 


(G)           Timely Filings of Reports –
The Purchaser has been advised that its purchase of the Shares, when completed,
will result in it becoming a more than 5% beneficial owner of BRLI’s outstanding
Common Stock. As a result, the Purchaser will be required pursuant to §13(d)
under the Exchange Act to file a report on Schedule 13D with the SEC and with
BRLI within ten days after the Closing. In addition, by virtue of the fact that
the Shares will comprise more than 10% of BRLI’s outstanding Common Stock, the
Purchaser  will also be required to file
a Form 3 at the same time. The Purchaser agrees to file the Schedule 13D and
the Form 3 on a timely basis.


 


(H)          Effectiveness of Representations
and Warranties at Closing – The Purchaser’s representations and warranties
contained in this Stock Purchase Agreement will be true and correct on the date
of the Closing as though then made and as though the date of the Closing was
substituted for the date of the Stock Purchase Agreement throughout same,
except as affected by the transactions expressly contemplated herein.


 


5.         Registration Rights and
Additional Agreements


 


(A)          Not more than twice during the period
commencing one year after the Closing and expiring four years thereafter, the
Purchaser shall have the right, exercisable by written notice to BRLI, to
demand that BRLI file with the SEC, a registration statement under the
Securities Act and such other documents, including a prospectus, as may be
necessary in the opinion of BRLI’s securities counsel, in order to comply with
the provisions of the Securities Act, so as to permit a public offering and
sale of its Shares by the Purchaser for four consecutive months after the
effective date thereof, as well as by any other holders (the “Holders”) of
Shares which have not been publicly distributed and who notify BRLI to include
such Shares in the registration statement within ten days after receiving
notice from BRLI of the demand. BRLI shall not be required to file more than
two such registration statements and the filing dates for such registration
statements shall be at least twelve months apart.











(B)           BRLI shall use its best efforts to
file a registration statement within 45 days of receipt of any demand therefor,
shall use its best efforts to cause any filed registration statements to be
declared effective at the earliest possible date, and shall furnish the
Purchaser and each Holder desiring to sell Shares with a reasonable number of
prospectuses.


 


(C)           BRLI shall pay all costs (excluding
fees and expenses of the Purchaser’s and of each Holder(s)’ counsel and any
underwriting or selling commissions or other charges of any broker-dealer
acting on behalf of the Purchaser and the Holder(s)), fees and expenses with
respect to any registration statement filed pursuant to this Section 5,
including, without limitation, BRLI’s legal and accounting fees, printing
expenses, and in not more than ten states, blue sky fees and expenses. In
connection with qualifying the Shares for sale in any state (not to exceed ten
in number), BRLI shall not be obligated to execute or file any general consent
to service of process or to qualify as a foreign corporation to do business
under the laws of such jurisdiction (unless BRLI is already so qualified or
already subject to service in such jurisdiction and except as may be required
by the Securities Act).


 


(D)          BRLI, the Purchaser and each selling
Holder shall execute and deliver to each other, typical indemnification
agreements with respect to claims arising under the federal securities laws
based upon disclosures made or omitted in the said registration statements.


 


(E)           BRLI will file a Nasdaq Small Cap
Market Notification Form to list the Shares at the end of its current fiscal
year.


 


(F)           BRLI hereby agrees at the cost and
expense of BRLI to:


 


(i)            Make and keep public information
available concerning BRLI, as those terms are understood and defined in Rule
144 under the Securities Act.


 


(ii)           file with the SEC in a timely manner
all reports and other documents required of BRLI under the Securities Act and
the Exchange Act; and


 


(iii)          so long as the Purchaser owns any
Shares, furnish to the Purchaser forthwith upon request (i) a written statement
by BRLI as to its compliance with the reporting requirements under Rule 144
(and of the Securities Act and the Exchange Act), (ii) providing the proposed
transfer would be exempt from registration under the Securities Act, an opinion
of counsel addressed to BRLI’s transfer agent as may be required to effect the
transfer of any and all Shares sold by the Purchaser, and (iii) such other
information as may be reasonably requested in availing the Purchaser or any
Holder of any rule or regulation of the SEC that permits the selling of any
such securities without registration.











(G)           During the time that he is serving as
a BRLI director, BRLI shall promptly reimburse Morton L. Topfer for all of his
reasonable out-of-pocket expenses incurred in attending each meeting of the
Board of Directors of BRLI (in addition to any other compensation or other
benefits given to members of BRLI’s Board of Directors). BRLI shall within
thirty (30) calendar days of the Closing apply to financially sound and
reputable insurers to obtain directors and officers insurance covering the
officers and directors of BRLI (including Morton L. Topfer), and will use its
best efforts to obtain such coverage. BRLI will cause to be maintained the
directors and officers insurance required by this subsection during any time
period in which Morton L. Topfer serves on BRLI’s Board of Directors. Such
policy shall not be cancelable by BRLI without prior approval of the Board of
Directors.


 


6.             Conditions to
BRLI’s Obligation to Close


 


The
obligation of BRLI to consummate this Stock Purchase Agreement and complete the
sale of the Shares shall be subject to each of the following conditions.


 


(A)          Each of the representations and
warranties made by the Purchaser in Section 4 hereof shall be true and accurate
as of the date when made and shall be deemed to be made again at and as of the
time of the Closing hereunder and shall then be true and accurate in all
respects.


 


(B)           No suit or action, investigation or
inquiry by any administrative agency or governmental body, and no legal or
administrative proceeding shall have been instituted or threatened which in any
way questions the validity or legality of this Stock Purchase Agreement or the
transactions contemplated hereby, at or prior to the Closing.


 


(C)           BRLI shall have received confirmation
from The Nasdaq Stock Market, Inc. that the issue and sale of the Shares to the
Purchaser does not require shareholder approval pursuant to the rules of The
Nasdaq Stock Market.


 


(D)          Each and every one of the transactions
required herein to occur at the Closing shall have been completed.


 


7.             Conditions to the
Purchaser’s Obligation to Close


 


The
obligation of the Purchaser to consummate this Stock Purchase Agreement and
complete the purchase of the Shares shall be subject to each of the following
conditions.


 


(A)          Each of the representations and
warranties made by BRLI in Section 3 hereof shall be true and accurate as of
the date when made and shall be deemed to be made again at and as of the time
of the Closing hereunder and shall then be true and accurate in all respects.


 


(B)           No suit or action, investigation or
inquiry by any administrative agency or governmental body, and no legal or
administrative proceeding shall have been instituted or threatened which in any
way questions the validity or legality of this Stock Purchase Agreement or the
transactions contemplated hereby, at or prior to the Closing.











(C)           BRLI shall have received confirmation
from The Nasdaq Stock Market, Inc. that the issue and sale of the Shares to the
Purchaser does not require shareholder approval pursuant to the rules of The
Nasdaq Stock Market.


 


(D)          BRLI shall have executed and delivered
the Indemnification Agreement in substantially the form of Exhibit A
attached hereto.


 


(E)           Each and every one of the
transactions required herein to occur at the Closing shall have been completed.


 


8.             Survival of
Representations and Warranties


 


Each
statement of fact contained herein or in any statement, certificate, schedule
or other document delivered by or on behalf of the Purchaser or by BRLI
pursuant to this Stock Purchase Agreement or in connection with the
transactions contemplated hereby, shall be deemed a representation and warranty
of the Purchaser or BRLI hereunder, as the case may be. All covenants,
agreements, representations and warranties made by the Purchaser or by BRLI
under or in connection with this Stock Purchase Agreement shall survive the
Closing and remain effective regardless of any investigation at any time by or
on behalf of the Purchaser or BRLI with respect thereto.


 


9.             Miscellaneous


 


(A)          Each party hereto represents and
warrants to the other party hereto that neither he nor it has incurred any
obligation or liability contingent or otherwise, for brokerage or a finder’s
fees or an agent’s commission or other like payment in connection with this Stock
Purchase Agreement or the transactions contemplated hereby, and each party
agrees to indemnify and hold the other party hereto harmless against and in
respect of any such obligation or liability based in any way on agreements,
arrangements or understandings claimed to have been made by such party with any
third party.


 


(B)           This Stock Purchase Agreement
constitutes the entire agreement between the parties hereto and supercedes all
prior agreements and understandings, oral and written, between the parties with
respect to the subject matter hereof. No representation, promise, inducement or
statement of fact has been made by the Purchaser or by BRLI which is not
embodied in this Stock Purchase Agreement or in a written statement,
certificate, schedule or other document delivered pursuant hereto or made
express reference to herein, and neither the Purchaser nor BRLI shall be bound
or liable for any alleged representation, promise, inducement or statement of
fact not so set forth.


 


(C)           This Stock Purchase Agreement shall
inure to the benefit of and be binding upon the Purchaser and BRLI and their
respective successors and assigns.











 


(D)          All notices, requests, demands and
other communications which are required or may be given under or in connection
with this Stock Purchase Agreement shall be in writing and shall be deemed to
have been duly given if mailed, certified or registered mail, postage prepaid:


 


(i)            if to the Purchaser addressed to it
at 5000 Plaza on the Lake, Suite 170, Austin, Texas 78746 (with a copy (which
shall not constitute notice) to John A. Menchaca, Esq., Jenkens &
Gilchrist, a Professional Corporation, 2200 One American Center, 600 Congress
Avenue, Austin, Texas 78701).


 


(ii)           if to BRLI, addressed to Marc
Grodman, President, Bio-Reference Laboratories, Inc. 481 Edward H. Ross Drive,
Elmwood Park, New Jersey 07407 (with a copy (which shall not constitute notice)
to Roger A. Tolins, Esq., Tolins & Lowenfels, A Professional Corporation,
747 Third Avenue, New York, NY 10017).


 


Such
notices, requests, demands and other communications shall be deemed given three
(3) days after date of deposit thereof with the United States mail in a postage
prepaid envelope by certified or registered mail.


 


(E)           This Stock Purchase Agreement shall
be construed and enforced in accordance with the laws of New Jersey without
regard to the principle of the conflict of laws. The parties hereto agree that
the exclusive venue for any action arising out of or relating to this Stock
Purchase Agreement shall be the federal or state courts located in the State of
New Jersey and each party hereby irrevocably submits and consents to the
exclusive jurisdiction of such courts. In the event that any dispute among the
parties to this Stock Purchase Agreement should result in litigation, the
prevailing party in such dispute shall be entitled to recover from the losing
party all fees, costs and expenses of enforcing any right of such prevailing
party under or with respect to this Stock Purchase Agreement, including,
without limitation, such reasonable fees and expenses of attorneys and
accountants, including all reasonable fees, costs and expenses of appeal.


 


(F)           The parties agree to take all such
additional actions and to execute and deliver all such additional documents as
shall be necessary in order to effectuate all of the foregoing.


 


(G)           This Stock Purchase Agreement shall
not be modified or amended except by a writing duly executed by both of the
parties hereto.


 


(H)          A facsimile, telecopy or other
reproduction of this Stock Purchase Agreement may be executed by one or more
parties hereto, and an executed copy of this Stock Purchase Agreement  may be delivered by one or more parties
hereto by facsimile or similar electronic transmission device pursuant to which
the signature of or on behalf of such party can be seen, and such execution and
delivery shall be considered valid, binding and effective for all purposes. At
the request of any party hereto, all parties hereto agree to execute an
original of this Agreement as well as any facsimile, telecopy or other
reproduction hereof.






 


IN WITNESS WHEREOF,
the parties hereto have made and entered into this Agreement effective the date
first hereinabove set forth.


 


 


	
  Castletop Investments, L.P.

  (d/b/a Castletop Capital)

  a Texas limited partnership
             (the “Purchaser”)

  	
  Bio-Reference Laboratories, Inc. (“BRLI”)

  
	
   

  	
  By  

  	
  /s/Marc D. Grodman, President

  	
   

  
	
   

  	
   

  
	
  By: Topfer Holdings I, Inc.
             a Texas corporation
             Its general partner

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By

  	
  /s/ Morton L. Topfer, Managing Director

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  AGREED solely as to the provisions of Section 4(F)

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  /s/ Morton L. Topfer, Managing Director

  	
   

  	
   

  
	
  (Individually)