<PAGE>


                                                                   EXHIBIT 10.1

                                                    UROCOR, INC.
                                             DEFERRED COMPENSATION PLAN

                                                  TABLE OF CONTENTS
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                                                                                                               Page
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<S>                                                                                                            <C>
ARTICLE 1. DEFINITIONS, GENDER, AND NUMBER........................................................................1
         1.1.     Definitions.....................................................................................1
         1.2.     Gender and Number...............................................................................3

ARTICLE 2.  PARTICIPATION.........................................................................................3
         2.1.     Who May Participate.............................................................................3
         2.2.     Termination of Participation....................................................................4
         2.3.     Relationship to Other Plans.....................................................................4
         2.4.     Missing Persons.................................................................................4

ARTICLE 3.  ESTABLISHMENT OF ACCOUNT, CONTRIBUTIONS TO ACCOUNT AND 
         CREDITING GAINS AND LOSSES TO ACCOUNT....................................................................4
         3.1      Establishment of Account........................................................................4
         3.2.     Deferrals.......................................................................................4
         3.3.     Crediting Rate..................................................................................5

ARTICLE 4.  VESTING OF ACCOUNT....................................................................................5
         4.1      Vesting in Account..............................................................................5

ARTICLE 5. DISTRIBUTION OF BENEFITS...............................................................................6
         5.1.     General.........................................................................................6
         5.2.     Investment Income During Distribution...........................................................6
         5.3      In-Service Distributions........................................................................6
         5.4.     Acceleration of Distributions...................................................................6
         5.5.     Hardship Withdrawals............................................................................6
         5.6.     Death Benefits..................................................................................7
         5.7.     Claims Procedure................................................................................7

ARTICLE 6.  FUNDING...............................................................................................8
         6.1.     Source of Benefits..............................................................................8
         6.2.     No Claim on Specific Assets.....................................................................8

ARTICLE 7.  ADMINISTRATION........................................................................................9
         7.1.     Administration..................................................................................9
         7.2.     Powers of Committee.............................................................................9
         7.3.     Actions of the Committee........................................................................9
         7.4.     Delegation......................................................................................9
         7.5.     Reports and Records.............................................................................9

ARTICLE 8.  AMENDMENTS AND TERMINATION...........................................................................10
         8.1.     Amendments.....................................................................................10
         8.2.     Termination....................................................................................10

ARTICLE 9.  MISCELLANEOUS........................................................................................10


                                        1
<PAGE>

         9.1.     No Guarantee of Employment or Entitlement to Bonus or Commissions..............................10
         9.2.     Release........................................................................................10
         9.3.     Notices........................................................................................11
         9.4.     Nonalienation..................................................................................11
         9.5.     Tax Liability..................................................................................11
         9.6.     Captions.......................................................................................11
         9.7.     Applicable Law.................................................................................11


                                       2
</TABLE>

<PAGE>

                                  UROCOR, INC.
                           DEFERRED COMPENSATION PLAN

         UroCor, Inc. (the "Company") hereby establishes, effective February 
1, 1999, a nonqualified deferred compensation plan for the benefit of certain 
of the Company's employees. This plan shall be known as the UroCor, Inc. 
Deferred Compensation Plan (the "Plan").

         The Plan is intended to be an unfunded plan maintained primarily for 
the purpose of providing deferred compensation for a select group of 
management or highly compensated employees as described in Sections 201(2), 
301(a)(3) and 401(a)(l) of the Employee Retirement Income Security Act of 
1974 ("ERISA").

         The obligation of the Company to make payments under the Plan 
constitutes an unsecured (but legally enforceable) promise of the Company to 
make such payments and no person, including any Participant or Beneficiary 
under the Plan, shall have any lien, prior claim or other security interest 
in any property of the Company as a result of the Plan.

ARTICLE 1. DEFINITIONS, GENDER, AND NUMBER

         1.1. Definitions. Whenever used in the Plan, the following words and
phrases shall have the meanings set forth below unless the context plainly
requires a different meaning, and when a defined meaning is intended, the term
is capitalized.

                (a) "Account" means the record of amounts credited by the
         Company on its books on behalf of a Participant to measure and
         determine the amount of deferred compensation to be paid to the
         Participant or his or her Beneficiary under the Plan.

                (b) "Base Salary" of a Participant for any Plan Year means the
         total salary, wages and director's fees paid by the Company to such
         individual for such Plan Year. "Base Salary" shall exclude any other
         remuneration paid by the Company, such as Bonuses, Commissions,
         Incentive Compensation, stock options, distributions of compensation
         previously deferred, restricted stock, allowances for expenses
         (including moving, travel expenses, and automobile allowances), and
         fringe benefits whether payable in cash or in a form other than cash.
         In the case of an individual who is a participant in a plan sponsored
         by the Company which is described in Section 401(k) or 125 of the Code,
         the term "Base Salary" shall include any amount which would be included
         in the definition of Base Salary but for the individual's election to
         reduce his or her Base Salary and have the amount of the reduction
         contributed to or used to purchase benefits under such plan.

                (c) "Beneficiary" or "Beneficiaries" means the persons or
         trusts designated by a Participant in writing pursuant to Section
         5.3(d) of the Plan as being entitled to receive any benefit payable
         under the Plan by reason of the death of a Participant, or, in the
         absence of such designation, the individuals or entities entitled to
         receive such benefits pursuant to Section 5.3(e) of the Plan.

                (d) "Board" means the Board of Directors of the Company as
         constituted at the relevant time.

                (e) "Bonus" of a Participant for any Plan Year means the total
         remuneration paid to the Participant in cash in that Plan Year under
         the Company's incentive or management bonus programs. A Participant's
         "Bonus" shall include any amount which would be included in the
         definition thereof but for the individual's election to defer some of
         his or her Bonus pursuant to this Plan. In the case of an individual
         who is a participant in a plan sponsored by the Company which is
         described in Section 401(k) or 125 of the Code, the term "bonus" shall
         include any amount which would be included in the definition of Bonus
         but for the individual's election to reduce his or her Bonus and have
         the amount of the reduction contributed to or used to purchase benefits
         under such plan.


<PAGE>

                (f) "Code" means the Internal Revenue Code of 1986, as amended
         from time to time and any successor statute. References to a Code
         section shall be deemed to be to that section or to any successor to
         that section.

                (g) "Commissions" of a Participant for any Plan Year means the
         total Commissions paid to the Participant in that Plan Year by the
         Company. In the case of an individual who is a participant in a plan
         sponsored by the Company which is described in Section 401(k) or 125 
         of the Code, the term "Commissions" shall include any amount which 
         would be included in the definition of Commissions but for the 
         individual's election to reduce his or her Commissions and have the 
         amount of the reduction contributed to or used to purchase benefits 
         under such plan.

                (h)       "Company" means UroCor, Inc..

                (i) "Disability" means, in the case of a Participant who is
         covered by a Company-sponsored disability insurance policy, total
         disability, as defined in such policy without regard to any waiting
         period. For Participants not covered by such a policy, Disability 
         means the Participant suffering a sickness, accident or injury which,
         in the judgment of a physician satisfactory to the Company, prevents 
         the Participant from performing substantially all of his or her normal
         duties for the Company. As a condition to receiving benefits under the
         Plan, the Company may require the Participant to submit to such
         physical or mental evaluations and tests as the Board may deem
         appropriate.

                (j) "Effective Date" means the date on which this Plan becomes
         effective, i.e., February 1, 1999.

                (k) "Eligible Employee or Director" means an employee or
         director who has been designated by the Chief Executive Officer of the
         Company, pursuant to Section 2.1, as eligible to make contributions to
         the Plan. As of the Effective Date the employees and directors listed
         on Exhibit A shall be Eligible Employees or Directors.

                (l) "Incentive Compensation" means that compensation payable
         to professional employees of the Company pursuant to any standard
         incentive compensation plan, program or payroll practice.

                (m) "Participant" means an individual who has been designated
         by the Board as an Eligible Employee or Director and has elected to
         participate in the Plan.

                (n) "Plan" means the "UroCor, Inc. Deferred Compensation
         Plan," as set forth herein and as may be amended or restated from time
         to time.

                (o) "Plan Year" means each January 1 through December 31,
         commencing January 1, 1999.

                (p) "Retirement" means the termination of a Participant's
         employment with the Company on or after age 55 with at least ten years
         of service.

         1.2. Gender and Number. Except as otherwise indicated by context,
masculine terminology used herein also includes the feminine and neuter, and
terms used in the singular may also include the plural.

                            ARTICLE 2. PARTICIPATION


<PAGE>

         2.1. Who May Participate. The Chief Executive Officer of the Company 
shall designate from time to time those employees and directors ("Eligible 
Employees or Directors") of the Company whom the Plan Administration 
Committee has recommended to be eligible to make contributions to the Plan. 
The Chief Executive Officer of the Company shall have complete discretion in 
making this determination subject only to the requirement that an Eligible 
Employee or Director must be a member of a select group of management or 
highly compensated employees within the meaning of Sections 201(2), 301(a)(3) 
and 401(a)(1) of ERISA, or a director.

         An Eligible Employee or Director shall become a Participant in the 
Plan by (a) completing and submitting to the Company a deferral election at 
the time and in the manner specified by the Board, and (b) complying with 
such terms and conditions as the Board may from time to time establish for 
the implementation of the Plan, including, but not limited to, any condition 
the Board may deem necessary or appropriate for the Company to meet its 
obligations under the Plan.

         2.2. Termination of Participation. Once an Eligible Employee or 
Director has become a Participant in the Plan, participation shall continue 
until the first to occur of (a) payment in full of all benefits to which the 
Participant or Beneficiary is entitled under the Plan, (b) the occurrence of 
an event specified in Section 2.4 which results in loss of benefits, or (c) 
termination of the individual's participation pursuant to Section 8.2.

         2.3. Relationship to Other Plans. Participation in the Plan shall 
not preclude participation of the Participant in any other fringe benefit 
program or plan sponsored by the Company for which such Participant would 
otherwise be eligible.

         2.4. Missing Persons. If the Company is unable to locate the 
Participant or his or her Beneficiary for purposes of making a distribution, 
the amount of the Participant's benefits under the Plan that would otherwise 
be considered as nonforfeitable shall be forfeited effective four years after 
(a) the last date a payment of said benefit was made, if at least one such 
payment was made, or (b) the first date a payment of said benefit was 
directed to be made by the Company pursuant to the terms of the Plan, if no 
payments have been made. If such person is located after the date of such 
forfeiture, the benefits for such Participant or Beneficiary shall not be 
reinstated hereunder.

              ARTICLE 3. ESTABLISHMENT OF ACCOUNT, CONTRIBUTIONS TO
                ACCOUNT AND CREDITING GAINS AND LOSSES TO ACCOUNT

         3.1 Establishment of Account. The Company shall establish an Account 
on behalf of each Eligible Employee or Director to which it shall credit the 
contributions described in Section 3.2, as adjusted for gains and losses 
pursuant to Section 3.3. The Account shall be used solely as a device to 
measure and determine the amount of benefits to be paid to a Participant or 
Beneficiary under the Plan and all amounts which are credited to the Account 
are credited solely for accounting and computation purposes and are at all 
times assets and property of the Company and subject to the claims of the 
Company's creditors. No Participant or Beneficiary shall have any incidents 
of ownership in the Account or in amounts credited to the Account. A 
Participant's or Beneficiary's position with respect to payment of benefits 
under the Plan is that of a general unsecured creditor of the Company. The 
Company may establish any number of sub-accounts on behalf of a Participant 
or Beneficiary as the Company considers necessary or advisable for purposes 
of maintaining a proper accounting of amounts to be credited under the Plan 
on behalf of the Participant or Beneficiary.

         3.2. Deferrals. An Eligible Employee or Director may elect to have a 
specific whole integer percentage of Base Pay, Bonus, Commissions or 
Incentive Compensation otherwise payable to him or her during each Plan Year 
contributed to the Plan on his or her behalf. Separate deferral percentages 
may be elected for each such element of a Participant's compensation. The 
amount which an Eligible Employee or Director may elect to defer for any Plan 
Year may in no event be less than one percent (1%) of either his or her Base 
Pay, Bonus, Commissions or Incentive Compensation for the Plan Year.

<PAGE>

         The Company shall post to the Account of each Participant the amount 
of the Base Pay, Bonus, Commissions and Incentive Compensation deferred on 
the Participant's behalf, as designated by the Participant's deferral 
election in effect for that Plan Year. The amount deferred from the 
Participant's Base Pay, Bonus, Commissions and Incentive Compensation shall 
be posted to his or her Account at the time the Base Pay, Bonus, Commissions 
and Incentive Compensation would otherwise have been paid to the Participant.

         Deferral elections shall be made annually at a date to be determined 
by the Board, but no later than December 31st of the calendar year 
immediately preceding the Plan Year during which the Eligible Employee or 
Director will perform all of the services necessary to obtain a legally 
binding right to the Base Pay, Bonus, Commissions or Incentive Compensation 
otherwise payable to him or her. When an individual is first designated by 
the Board to be an Eligible Employee or Director, the initial deferral 
election must be made no later than the last day of the calendar month 
immediately preceding the month to which the deferral election applies.

         Elections shall be made in writing on a form provided by the Board, 
shall be delivered to the Company at the time and in the manner specified by 
the Board, and, except as set forth in Section 5.5, shall be irrevocable once 
made.

         3.3. Crediting Rate. A Participant's Account shall be credited with 
gains and losses in accordance with the following rules. The Company shall 
from time to time in its discretion designate certain investment funds to be 
used as an index for the crediting of gains and losses to a Participant's 
Account. A Participant shall be entitled to designate which such fund or 
funds shall be used to measure gains and losses to his or her Account in 
accordance with rules established by the Company, by completing and filing 
with the Company an investment election. The Participant's Account will then 
be credited with gains and losses as if invested in such fund or funds in 
accordance with the Participant's investment election and the rules 
established by the Company. A Participant shall be entitled to change his or 
her investment election by entering into a new investment election; however, 
the Participant shall not be entitled to change his or her investment 
election more frequently than quarterly. The Company shall have no obligation 
to actually invest any amounts in any such fund or funds; rather the fund or 
funds shall be used solely as an index or measure of investment gains and 
losses to be credited to the Participant's Account. Subject to Section 8.1, 
the Company may, in its sole discretion, eliminate any fund previously 
designated by the Board pursuant to this Section 3.3, substitute a new fund 
or funds therefore, or add funds, at any time.

                          ARTICLE 4. VESTING OF ACCOUNT

         4.1 Vesting in Account. A Participant shall be 100% vested in his or 
her Account upon his or her termination of employment due to death, 
Disability, Retirement or other termination of employment.

                       ARTICLE 5. DISTRIBUTION OF BENEFITS

         5.1. General. Subject to the remaining Sections of this Article 5, 
distribution to a Participant of his or her vested Account balance shall be 
made in accordance with distribution option elections established by the 
Participant in accordance with uniform alternatives designated by the Plan 
Administration Committee for distributions. Distributions shall commence in 
accordance with such elections for scheduled in-service distributions and 
within an administratively reasonable time after termination of employment 
for all other distributions.

          5.2. Investment Income During Distribution. The Participant's 
Account balance shall be credited during the payment period with gains and 
losses in accordance with Section 3.3

<PAGE>

         5.3 Unscheduled In-Service Distributions. The Plan Administration 
Committee, in its sole and unfettered discretion, may approve a request for 
an unscheduled in-service distribution by a Participant of all or any portion 
of such Participant's Account balance at any time, upon the imposition of a 
five percent (5%) forfeiture penalty to the Company from the amount of the 
in-service distribution requested by the Participant.

         5.4. Acceleration of Distributions. The Plan Administration 
Committee may, in its discretion, accelerate the distribution of, or alter 
the method of payment of, benefits payable to a Participant. In addition, if 
a Participant's total vested Account balance, determined as of the date on 
which the Participant terminates employment, is $50,000 or less, or if an 
income tax assessment has been levied against Participant with respect to the 
Account before distribution, the Participant's Account shall be distributed 
in a lump sum as soon as administratively practicable following his or her 
termination of employment or the receipt by the Company of evidence of such 
income tax assessment.

         5.5. Hardship Withdrawals. Upon the application of any Participant, 
the Plan Administration Committee, in accordance with its uniform, 
nondiscriminatory policy, may permit such Participant to terminate his or her 
deferral election or to withdraw some or all of his or her Account. A 
Participant must give a written petition for termination of his or her 
deferral election at least thirty days (or such shorter period of time as 
permitted by the Plan Administration Committee in its discretion) prior to 
date on which the Base Pay, Bonus, Commissions or Incentive Compensation 
subject to the election would otherwise have been paid to the Participant in 
cash. A Participant must give a written petition of the intent to withdraw 
amounts from his or her Account at least sixty days (or such shorter period 
of time as permitted by the Board in its discretion) prior to the date of 
withdrawal. No termination or withdrawal shall be made under the provisions 
of this Section except for the purpose of enabling a Participant to meet 
immediate needs created by a financial hardship for which the Participant 
does not have other reasonably available sources of funds as determined by 
the Plan Administration Committee in accordance with uniform rules. The term 
"financial hardship" shall include the need for funds to meet uninsured 
medical expenses for the Participant or his or her dependents, meet a 
significant uninsured casualty loss for the Participant or his or her 
dependents, and meet other catastrophes of a "sudden and serious nature."

         5.6.     Death Benefits

                  (a) Death After Benefit Commencement. In the event a 
Participant dies after benefits have commenced to him or her, the 
Participant's remaining vested Account balance, if any, shall be paid to the 
Participant's Beneficiary in the same manner such benefits would have been 
paid to the Participant had the Participant survived; provided, however, that 
the Company may, in its sole discretion, accelerate such payments such that 
benefits are paid out over a shorter period, including payment in the form of 
a lump sum.

                  (b) Death Prior to Benefit Commencement. In the event a 
Participant dies prior to the date on which benefits commence to him or her, 
the Participant's vested Account balance shall be paid to the Participant's 
Beneficiary in installments over a fifteen-year period commencing within an 
administratively practicable time following the Participant's death; 
provided, however, that the Company may, in its sole discretion, accelerate 
such payments such that benefits are paid out over a shorter period, 
including payment in the form of a lump sum.

                  (c) Marital Deduction. If any benefits are payable under 
the Plan to the surviving spouse of deceased Participant, the estate of the 
Participant's spouse shall be entitled to all remaining benefits, if any, at 
his or her death, unless specifically directed to the contrary by an 
effective beneficiary designation.

                  (d) Designation by Participant. Each Participant has the 
right to designate primary and contingent Beneficiaries for death benefits 
payable under the Plan. Such Beneficiaries may be individuals or trusts for 
the benefit of individuals. A Beneficiary designation by a Participant shall 
be in writing on a form acceptable to the Board and shall only be effective 
upon delivery to the Company. A Beneficiary designation may be revoked by a 
Participant at any time



<PAGE>

by delivering to the Company either written notice of revocation or a new 
Beneficiary designation form. The Beneficiary designation form last delivered 
to the Company prior to the death of a Participant shall control.

                  (e) Failure to Designate Beneficiary. In the event there is 
no Beneficiary designation on file with the Company, or all Beneficiaries 
designated by a Participant have predeceased the Participant, the benefits 
payable by reason of the death of the Participant shall be paid to the 
Participant's spouse, if living; if the Participant does not leave a 
surviving spouse, to the Participant's issue by right of representation; or, 
if there are no such issue then living, to the Participant's estate. In the 
event there are benefits remaining unpaid at the death of a sole Beneficiary 
and no successor Beneficiary has been designated, the remaining balance of 
such benefits shall be paid to the deceased Beneficiary's estate. If there 
are benefits remaining unpaid at the death of a Beneficiary who is one of 
multiple concurrent Beneficiaries, such remaining benefits shall be paid 
proportionally to the surviving Beneficiaries.

         5.7. Claims Procedure. The Plan Administration Committee shall 
notify a Participant in writing within ninety days of the Participant's 
written application for benefits of his or her eligibility or noneligibility 
for benefits under the Plan. If the Plan Administration Committee determines 
that a Participant is not eligible for benefits or full benefits, the notice 
shall set forth (a) the specific reasons for such denial, (b) a specific 
reference to the provision of the Plan on which the denial is based, (c) a 
description of any additional information or material necessary for the 
claimant to perfect his or her claim, and a description of why it is needed, 
and (d) an explanation of the Plan's claims review procedure and other 
appropriate information as to the steps to be taken if the Participant wishes 
to have his or her claim reviewed. If the Plan Administration Committee 
determines that there are special circumstances requiring additional time to 
make a decision, the Plan Administration Committee shall notify the 
Participant of the special circumstances and the date by which a decision is 
expected to be made, and may extend the time for up to an additional 
ninety-day period. If a Participant is determined by the Plan Administration 
Committee to be not eligible for benefits, or if the Participant believes 
that he or she is entitled to greater or different benefits, the Participant 
shall have the opportunity to have his or her claim reviewed by the Chief 
Executive Officer of the Company by filing a petition for review with the 
Chief Executive Officer of the Company within sixty days after receipt by the 
Participant of the notice issued by the Chief Executive Officer of the 
Company. Said petition shall state the specific reasons the Participant 
believes he or she is entitled to benefits or greater or different benefits. 
Within sixty days after receipt by the Chief Executive Officer of the Company 
of said petition, the Chief Executive Officer of the Company shall afford the 
Participant (and his or her counsel, if any) an opportunity to present the 
Participant's position to the Chief Executive Officer of the Company orally 
or in writing, and said Participant (or his or her counsel) shall have the 
right to review the pertinent documents, and the Chief Executive Officer of 
the Company shall notify the Participant of his or her decision in writing 
within said sixty-day period, stating specifically the basis of said decision 
written in a manner calculated to be understood by the Participant and the 
specific provisions of the Plan on which the decision is based. If, because 
of the need for a hearing, the sixty-day period is not sufficient, the 
decision may be deferred for up to another sixty-day period at the election 
of the Chief Executive Officer of the Company, but notice of this deferral 
shall be given to the Participant.

                              ARTICLE 6. FUNDING

         6.1. Source of Benefits. All benefits under the Plan shall be paid 
when due by the Company out of its assets, or if a trust is established by 
the Company to hold and distribute Plan benefits, then by the trust to the 
extent provided in the trust document.

         6.2. No Claim on Specific Assets. No Participant shall be deemed to 
have, by virtue of being a Participant in the Plan, any claim on any specific 
assets of the Company such that the Participant would be subject to income 
taxation on his or her benefits under the Plan prior to distribution and the 
rights of a Participant or Beneficiary to benefits to which he or she is 
otherwise entitled under the Plan shall be those of an unsecured general 
creditor of the Company.



<PAGE>

                           ARTICLE 7. ADMINISTRATION

         7.1. Administration. The Plan shall be administered by a Plan 
Administration Committee. The Company shall bear all administrative costs of 
the Plan other than those specifically charged to a Participant or 
Beneficiary.

         7.2. Powers of Committee. In addition to the other powers granted 
under the Plan, the Committee shall have all powers necessary to administer 
the Plan, including, without limitation, powers:

                  (a)      to interpret the provisions of the Plan;

                  (b)      to  establish  and revise  the method of  accounting
         for the Plan and to maintain the Accounts; and

                  (c) to establish rules for the administration of the Plan and
         to prescribe any forms required to administer the Plan.

         7.3. Actions of the Committee. The Committee (including any person 
or entity to whom the Committee has delegated duties, responsibilities or 
authority, to the extent of such delegation) has total and complete 
discretionary authority to determine conclusively for all parties all 
questions arising in the administration of the Plan, to interpret and 
construe the terms of the Plan, and to determine all questions of eligibility 
and status of employees, Participants and Beneficiaries under the Plan and 
their respective interests. Subject to the claims procedures of Section 5.6, 
all determinations, interpretations, rules and decisions of the Committee 
(including those made or established by any person or entity to whom the 
Committee has delegated duties, responsibilities or authority, if made or 
established pursuant to such delegation) are conclusive and binding upon all 
persons having or claiming to have any interest or right under the Plan.

         7.4. Delegation. The Committee, or any officer designated by the 
Committee, shall have the power to delegate specific duties and 
responsibilities to officers or other employees of the Company or other 
individuals or entities. Any delegation may be rescinded by the Committee at 
any time. Each person or entity to whom a duty or responsibility has been 
delegated shall be responsible for the exercise of such duty or 
responsibility and shall not be responsible for any act or failure to act of 
any other person or entity.

         7.5. Reports and Records. The Committee, and those to whom the 
Committee has delegated duties under the Plan, shall keep records of all 
their proceedings and actions and shall maintain books of account, records, 
and other data as shall be necessary for the proper administration of the 
Plan and for compliance with applicable law.

                   ARTICLE 8.  AMENDMENTS AND TERMINATION

         8.1. Amendments. The Company, by resolution of the Board, or the 
Chief Executive Officer of the Company, to the extent authorized by the 
Board, may amend the Plan, in whole or in part, at any time and from time to 
time. However, no such amendment shall have the effect of eliminating or 
reducing the vested Account balance of any Participant (determined as of the 
later of the date on which such amendment is adopted or becomes effective); 
nor may the Company amend Section 3.3 with respect to a Participant's Account 
balance (determined as of the later of the date on which such amendment is 
adopted or becomes effective), except that the Company may substitute funds 
of similar nature for those available pursuant to Section 3.3 immediately 
before such amendment. Any Plan amendment shall be filed with the Plan 
documents.




<PAGE>

         8.2. Termination. The Company expects the Plan to be permanent, but 
necessarily must, and hereby does, reserve the right to terminate the Plan at 
any time by action of the Board. Upon termination of the Plan, all deferrals 
will cease and no future deferrals will be made, and the Company may, in its 
sole discretion, accelerate distribution of each Participant's then vested 
Account balance. However, no such termination shall otherwise have the effect 
of eliminating or reducing the vested Account balance of any Participant, 
determined as of the date on which such termination becomes effective. The 
Company may terminate the participation of any Participant if the Board, in 
its sole discretion, determines that the Participant no longer satisfies the 
requirements to be an Eligible Employee or Director.

                          ARTICLE 9.  MISCELLANEOUS

         9.1. No Guarantee of Employment or Entitlement to Bonus or 
Commissions. Neither the adoption and maintenance of the Plan nor the 
execution by any employee of a deferral election shall be deemed to be a 
contract of employment between the Company and any Participant. Nothing 
contained herein shall give any Participant the right to be retained in the 
employ of the Company or to interfere with the right of the Company to 
discharge any Participant at any time, nor shall it give the Company the 
right to require any Participant to remain in its employ or to interfere with 
the Participant's right to terminate his or her employment at any time. 
Nothing contained herein shall be construed or interpreted as creating a 
right or entitlement on the part of an employee to a Bonus or Commissions, 
and an employee's entitlement to a Bonus or Commissions shall be determined 
solely in accordance with the terms of the Company's Bonus program or 
Commission program, as the case may be.

         9.2. Release. Any payment of benefits to or for the benefit of a 
Participant or a Participant's Beneficiary that is made in good faith by the 
Company in accordance with the Company's interpretation of its obligations 
hereunder, shall be in full satisfaction of all claims against the Company 
for benefits under this Plan to the extent of such payment.

         9.3. Notices. Any notice permitted or required under the Plan shall 
be in writing and shall be hand delivered or sent, postage prepaid, by 
certified mail with return receipt requested, to the principal office of the 
Company, if to the Company, or to the address last shown on the records of 
the Company, if to a Participant or Beneficiary. Any such notice shall be 
effective as of the date of hand delivery or mailing.

         9.4. Nonalienation. No benefit payable at any time under this Plan 
shall be subject in any manner to alienation, sale, transfer, assignment, 
pledge, levy, attachment, or encumbrance of any kind by any Participant or 
Beneficiary.

         9.5. Tax Liability. The Company may withhold from any payment of 
benefits such amounts as the Company determines are reasonably necessary to 
pay any taxes (and interest thereon) required to be withheld under applicable 
law.

         9.6. Captions. Article and section headings and captions are 
provided for purposes of reference and convenience only and shall not be 
relied upon in any way to construe, define, modify, limit, or extend the 
scope of any provision of the Plan.

         9.7. Applicable Law. The Plan and all rights hereunder shall be 
governed by and construed according to the laws of the State of Oklahoma, 
except to the extent such laws are preempted by the laws of the United States 
of America.

Dated: February 1, 1999


<PAGE>

                                       UroCor, Inc.,
                                       a Delaware corporation

                                       By: /s/ William A. Hagstrom
                                           -----------------------------------
                                       Its Chief Executive Officer
                                           -----------------------------------

<PAGE>




                                        EXHIBIT A

                         Eligible Employees and Directors of UroCor, Inc.


         William A. Hagstrom                        Michael W. George
         Socrates H. Choumbakos                     Michael N. McDonald
         Mark Dimitroff                             Lou Rye Carmichael
         Robert W. Veltri, PhD.                     Karl Nigg

         Monte Wiltse                               Robert Hyer
         Nancy Tuffin                               Todd Wauters
         James Connors                              Anthony Maupin
         Gerry Clark

         Gerard O'Dowd                              Paul Kirshman
         Faruk Aydin                                Thomas Bassler, Jr.
         Maya Sasi                                  Clifford Eng
         Edward Poole                               Usha Vasa
         Arja Maberry

         Louis M. Sherwood, MD                      Thomas C. Ramey
         Herbert Conrad                             Aaron Beam
         Michael E. Herbert


Dated: February 1, 1999