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                                                                   Exhibit 10.1

                           [UroCor, Inc. Letterhead]

                                 July 23, 1998


VIA FACSIMILE TRANSMISSION


Michael W. George
1520 Yeatman Station Road
Landenberg, PA 19350

Dear Mike:

This letter will formally outline the details that were discussed concerning 
the position of President & Chief Operating Officer, which reports directly 
to me. The objective of this letter is to outline the details of this offer.

START DATE: August 18, 1998

BASE SALARY: $8,461.54 bi-weekly

BONUS:

First year bonus will be 40% of base salary. Second year bonus will increase 
to 50% of base salary. This bonus will be based upon achievement of corporate 
objectives, as well as, individual accomplishments. Additionally, each year 
will include the potential for a 25% over achievement bonus (i.e. 62.5% of 
total base salary). The first year bonus will be guaranteed at 100% payout 
for the period in the position from August 18, 1998 through December 31, 1998.

STOCK OPTIONS:

UroCor offers an incentive stock option program. Under this program you will 
receive 150,000 initial stock options which will vest in equal amounts 
annually over a five (5) year period. The price per share will be set based 
upon the closing price for UroCor stock on the first day of your employment. 
The exercise period will be ten (10) years.

Additionally, you will receive 10,000 incentive stock options per year for 
five (5) years starting with the 1998 grant described below. The exercise 
price for these shares will be based upon the closing price for UroCor stock 
on the date when these shares are approved for the next Operating Plan Cycle. 
Each option grant will vest on the third anniversary after the date of the 
grant; however, the options will have accelerated vesting if the operating 
plan is attained. (The shares will vest immediately on the date that the 
Board determines that the operating plan for the previous year has been 
achieved.) For 1998, you will receive 10,000 shares with the exercise price 
for these shares being the closing market price for UroCor on the first day 
of your employment.

You will also be eligible to participate, as appropriate, in any other 
special bonus or stock option programs for senior managers.

RELOCATION:

From a relocation perspective, as we discussed, UroCor will reimburse you for 
physical-moving expenses and up to $40,000 for other relocation expenses. 
UroCor will also make available $1,000 per month for up to nine (9) months of 
temporary living expenses. Additionally, we will make available expenses for 
travel between Oklahoma City and Philadelphia on a weekly basis.

OTHER PROVISIONS:

As we discussed, in the event of termination without "cause", or 
resignation for "good reason", the company will provide nine (9) months' 
base salary paid on a bi-weekly basis. In the event of termination without 
"cause" or resignation for "good reason" within the first year of 
employment, a twelve (12) month severance provision is provided for. For 
purposes of this entire offer letter: 1) "cause" is limited to fraud, 
embezzlement or conviction of a felony involving moral turpitude, and 2) 

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"good reason" shall be defined as your job title and/or responsibilities 
being reduced from President and Chief Operating Officer. It is also 
understood that any severance received under this offer letter shall not be 
subject to offset or duty to mitigate.

In the event of a change of control, you shall receive eighteen (18) months' 
severance, and all of your options will vest immediately. In the event the 
Board approves a plan that affords greater benefits to Senior Management than 
those stipulated in this offer letter, you will, of course, participate in 
the Board approved plan. For purposes of this Offer Letter, "change in 
control" shall be defined as change in ownership or control as contemplated 
in Section 280G of the Internal Revenue Code.

We also discussed the election of your position to the Board of Directors of 
UroCor, Inc. Our intention will be to nominate and vote on this election at 
our next designated board meeting, which will be held in August.

BENEFITS:

UroCor standard benefits consist of Term Insurance at two (2) times' annual 
salary (capped at $200,000), short & long-term disability, medical/dental 
Insurance for you and your family at a subsidized monthly rate. In the event 
you choose not to participate in the company's medical plan, you will receive 
an allowance of $350 per month. Further, the company offers a 401K retirement 
plan with a company match of 25% after one year of employment on the first 
12% of contribution. Also, the company has an employee stock purchase plan 
which provides for a 15% discount to FMV, capped at $25,000 annually. As 
discussed, you will also be eligible for three (3) week's vacation per year 
with an additional five (5) floating holidays/personal days for a total of 
four (4) weeks per year.

As with all employees, your employment is "at will", provided the terms of 
this letter are met. You will also be required to sign a Confidentiality and 
a one-year Non-Compete Agreement with UroCor, Inc. As an employee of UroCor, 
Inc., you will be provided with a copy of the UroCor, Inc. Employee Manual 
and insurance booklets, which outline our personnel policies and benefits 
program. Any questions regarding UroCor policy, benefits administration or 
eligibility should be directed to Inez Dunn at extension 4121.

Mike, I am very excited about the prospect of your joining UroCor and believe 
you will make a significant impact in our organization's growth over the next 
several years. I look forward to working with you to accomplish great things. 
Please let me know at your earliest convenience what additional areas we 
should discuss.

If you have any questions, please do not hesitate to contact me at 
(405) 290-4101.

                                       Sincerely,

                                       /s/ William A. Hagstrom
                                       
                                       William A. Hagstrom,
                                       Chairman & CEO
WAH:jr


                                       /s/ Michael W. George
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                                       Signature of Michael W. George
                                       
                                       8/10/98
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                                       Accepted Date