<PAGE>

                                                                  EXHIBIT 10.1

                                 INDEMNITY AGREEMENT


     THIS AGREEMENT (this "Agreement") is made as of the 17th day of 
February, 1998, between UroCor, Inc., a Delaware corporation (the 
"Corporation"), and __________________________ ("Indemnified Party").


                                     WITNESSETH:
               
     WHEREAS, Indemnified Party is, or is about to become, an officer or a 
member of the Board of Directors of the Corporation and in such capacity is 
performing a valuable service for Corporation;

     WHEREAS, Indemnified Party may from time to time serve as a director, 
officer, employee, agent or fiduciary of other corporations, partnerships, 
joint ventures, trusts or other enterprises, entities or plans at the request 
of the Corporation in order to pursue the Corporation's interests;

     WHEREAS, the Bylaws (the "Bylaws") of Corporation provide for the 
mandatory indemnification of the officers, directors, agents and employees of 
the Corporation to the maximum extent authorized by Section 145 of the 
Delaware General Corporation Statute, as amended hereafter (the "State 
Statute");

     WHEREAS, such Bylaws and the State Statute specifically provide that 
they are not exclusive and thereby contemplate that contracts or other 
arrangements not inconsistent with the State Statute may be entered into 
between the Corporation and the members of its Board of Directors and its 
officers with respect to indemnification of such directors and officers;

     WHEREAS, in accordance with the authorization provided by the State 
Statute, Corporation has purchased and will maintain a policy of Directors' 
and Officers' Liability Insurance ("D&O Insurance"), covering certain 
liabilities that may be incurred by its directors and officers in the 
performance of their services for Corporation, possibly including certain 
liabilities for which indemnification by the Corporation is not authorized or 
permitted under the State Statute;

     WHEREAS, uncertainties with respect to the terms and availability of D&O 
Insurance and with respect to the application, amendment and enforcement of 
statutory and by-law indemnification provisions make it desirable to 
supplement and enhance the adequacy and reliability of the protection 
afforded to directors and officers thereby; and

     WHEREAS, to supplement and enhance the protection afforded Indemnified 
Party and to induce Indemnified Party to continue to serve as a member of the 
Board of Directors or as an officer of the Corporation, the Corporation has 
determined and agreed to enter into this Agreement with Indemnified Party, 
which has been approved and adopted by the Corporation's Board of Directors;

     NOW, THEREFORE, in consideration of Indemnified Party's continued 
service as a director or an officer of the Corporation after the date hereof 
the parties hereto agree as follows:

     A.   DEFINITIONS.  For purposes of this Agreement:

     "Litigation Costs" means costs, charges, expenses and obligations, 
including, without limitation, all bonds, expenses of investigation, fees and 
expenses of experts, accountants or other professionals, travel and lodging 
expenses, court costs, transcript costs, duplicating costs, printing and 
binding costs, telephone charges, postage, delivery fees and attorneys' fees, 
retainers and expenses, reasonably incurred or contracted for in the 
investigation, defense or prosecution of or other 


                                     -1-

<PAGE>

involvement in any Proceeding and any appeal therefrom, and all costs of 
appeal, attachment, supersedes and other bonds that may be relevant to any 
Proceeding.

     "Losses" means the total of all amounts which Indemnified Party becomes, 
or may become, legally obligated to pay in connection with any Proceeding, 
including (without limitation) judgments, penalties, fines, court or 
investigative costs, amounts paid in settlement, amounts lost or ordered 
forfeited pursuant to injunctive sanctions, and all Litigation Costs.

     "Proceeding" means any threatened, pending or completed action, suit, 
arbitration, mediation, alternative dispute resolutions mechanism, 
proceeding, subpoena compliance, inquiry or investigation, whether civil, 
criminal, administrative or investigative (whether external and involving 
outside parties or internal to the Corporation, including, but not limited 
to, an action by or in the right of the Corporation and any internal 
investigation conducted by the Board of Directors or any committee or other 
designee thereof or any other person), and whether formal or informal.

     2.   INDEMNITY OF INDEMNIFIED PARTY.  The Corporation hereby agrees to 
indemnify Indemnified Party to the fullest extent authorized or permitted by 
the provisions of the State Statute, including, but not limited to, (a) the 
maximum extent permitted by the provisions of the State Statute which provide 
that the State Statute is not the exclusive basis for indemnification of 
directors and officers and (b) the maximum extent authorized or permitted by 
any amendment thereof or other statutory provision authorizing or permitting 
such indemnification which is adopted after the date hereof.

     3.   ADDITIONAL INDEMNITY.  In addition to and not in substitution for 
or diminution of the obligations of indemnification set forth in Section 2 
hereof, the Corporation  hereby further agrees to indemnify Indemnified Party 
to the fullest extent permitted by law against any and all Litigation Costs 
and Losses of Indemnified Party in connection with any Proceeding to which 
Indemnified Party is, was or at any time becomes a party, or is threatened to 
be made a party or otherwise becomes involved (other than as plaintiff except 
where being a plaintiff or intervenor is necessary to avoid RES JUDICATA or 
collateral estoppel or other estoppel or other result as to matters which may 
adversely impact Indemnified Party) by reason of the fact that Indemnified 
Party is, was or at any time becomes a director, officer, employee, agent or 
fiduciary of the Corporation, or is or was serving or at any time serves at 
the request of the Corporation as a director, officer, employee, agent or 
fiduciary of another corporation, partnership, joint venture, trust or other 
enterprise or any benefit plan related to the business and affairs of the 
Corporation, and specifically including any Proceeding brought pursuant to 
the provisions of Section 16(b) of the Securities Exchange Act of 1934, as 
amended (the "Exchange Act"), or any other provision under the Exchange Act 
and the Securities Act of 1933, as amended, and the rules and regulations 
thereunder.

     4.   LIMITATIONS ON INDEMNITY.  No amounts of Indemnity pursuant to 
Section 2 or 3 hereof shall be paid by the Corporation:

          (a)  except to the extent that the aggregate of Litigation Costs
     and Losses in any Proceeding or group of related Proceedings to be
     indemnified hereunder exceeds the amount of Litigation Costs and
     Losses for which the Indemnified Party actually receives
     indemnification payments or on whose behalf indemnification payments
     are made pursuant to any D&O Insurance policy or from any other
     source;

          (b)  on account of any payments required to be paid by an
     Indemnified Party as a result of any Proceeding in which a final,
     non-appealable judgment is rendered against Indemnified Party for an
     accounting or disgorgement of profits made from the purchase or sale
     by Indemnified Party of securities of the Corporation pursuant to the
     provisions of Section 16(b) of the Exchange Act;

          (c)  on account of Indemnified Party's conduct which is finally
     adjudged in any Proceeding to have been knowingly fraudulent,
     deliberately dishonest or an act or omission involving willful
     misconduct; or

          (d)  if a final non-appealable decision by a court having
     jurisdiction over the parties and the subject matter shall determine
     that such indemnification is not lawful.


                                      -2-

<PAGE>

     5.   CONTINUATION OF INDEMNITY.  All agreements and obligations of the 
Corporation contained herein shall continue during the period Indemnified 
Party is a director, officer, employee, agent or fiduciary of the Corporation 
(or is or was serving at the request of the Corporation as a director, 
officer, employee, agent or fiduciary of another corporation, partnership, 
joint venture, trust or other enterprise or any benefit plan related to the 
business and affairs of the Corporation or of any of its affiliates, 
subsidiaries, associates or other entities in which it is interested) and 
shall continue thereafter so long as Indemnified Party shall be subject to 
any possible Litigation Costs or Losses in any Proceeding by reason of the 
fact that Indemnified Party was a director, officer, employee, agent or 
fiduciary of the Corporation (or is or was serving at the request of the 
Corporation as a director, officer, employee, agent or fiduciary of another 
corporation, partnership, joint venture, trust or other enterprise or any 
such benefit plan).

     6.   NOTIFICATION AND DEFENSE OF CLAIM.  Promptly after receipt by 
Indemnified Party of notice of the commencement of any Proceeding, 
Indemnified Party shall, if a claim in respect thereof is to be made against 
the Corporation under this Agreement, give written notice to the Corporation 
of the commencement thereof as promptly as practicable; but the omission so 
to notify the Corporation will not relieve the Corporation from any liability 
that it may have to Indemnified Party unless the Corporation can demonstrate 
by clear and convincing evidence that it was materially prejudiced by the 
failure to receive such notice.  With respect to any such Proceeding as to 
which Indemnified Party becomes involved:

          (a)  the Corporation will be entitled to participate therein at
     its own expense;

          (b)  except as otherwise provided below, to the extent that it
     may wish, the Corporation may, jointly with any other indemnifying
     party, assume the defense thereof, with outside counsel that must be
     reasonably satisfactory to Indemnified Party.  After notice from the
     Corporation to Indemnified Party of its election so to assume the
     defense thereof (and consent of Indemnified Party as to the
     Corporation's choice of outside counsel, which consent will not be
     unreasonably withheld), the Corporation will be liable to Indemnified
     Party under this Agreement for all Litigation Costs (subject to
     Section 4 above and other than as provided below with respect to
     attorneys' fees) incurred in connection therewith.  Indemnified Party
     shall have the right to employ personal counsel in such Proceeding,
     but the fees and expenses of such counsel incurred after notice from
     the Corporation of its assumption of the defense thereof (and consent
     of Indemnified Party as to the Corporation's choice of outside
     counsel) shall be at the expense of Indemnified Party, unless (i) the
     employment of counsel for Indemnified Party has been authorized by the
     Corporation, (ii) Indemnified Party shall have concluded in good faith
     that there may be a conflict of interest between the Corporation and
     Indemnified Party in the conduct of the defense (or part of the
     defense) of such action, or (iii) the Corporation in fact shall not
     have employed counsel to assume the defense of such action, in each of
     which cases the fees and expenses of counsel shall be at the expense
     of the Corporation.  The Corporation shall not be entitled to assume
     the defense of any Proceeding brought by or on behalf of the
     Corporation or as to which Indemnified Party shall have made the
     conclusion provided for in clause (ii) of this Section 6(b); and

          (c)  the Corporation shall not be liable to indemnify Indemnified
     Party under this Agreement for any Losses paid in settlement of any
     Proceeding or claim effected without its written consent.  The
     Corporation shall not settle any Proceeding or claim in any manner
     that would impose any penalty, sanction or limitation on Indemnified
     Party, or otherwise effectively indicate the existence of any wrongful
     act by Indemnified Party, without Indemnified Party's written consent. 
     Neither the Corporation nor Indemnified Party shall unreasonably
     withhold its consent to any proposed settlement.  Without intending to
     limit the circumstances in which it would be unreasonable for the
     Corporation to withhold its consent to a settlement, the parties
     hereto agree it would be unreasonable for the Corporation to withhold
     its consent to a settlement in an amount that did not exceed, in the
     business judgment of the Board of Directors of the Corporation, the
     estimated amount of Litigation Costs of Indemnified Party to litigate
     the Proceeding to conclusion, provided that there is no other
     materially adverse consequence to the Corporation from such
     settlement.


                                      -3-

<PAGE>

     7.   NO PRESUMPTIONS.  The termination of any Proceeding by judgment, 
order, settlement, conviction or upon a plea of NOLO CONTENDERE or its 
equivalent, shall not, of itself, create a presumption that (a) Indemnified 
Party did not act in good faith, (b) with respect to any criminal action or 
proceeding, Indemnified Party had reasonable cause to believe that his or her 
conduct constituted a criminal violation or (c) Indemnified Party was 
knowingly fraudulent, deliberately dishonest or committed an act, or made an 
omission, involving willful misconduct.

     8.   MANDATORY ADVANCEMENT OF EXPENSES.  At the request of Indemnified 
Party, Litigation Costs incurred or contracted for by him or her in any 
Proceeding shall be paid by the Corporation on a continuing and current 
basis, in advance of the final disposition of such matter, with the 
undertaking which Indemnified Party makes hereby that if it shall be 
ultimately determined that Indemnified Party was not entitled to be 
indemnified therefor, or was not entitled to be fully indemnified therefor, 
Indemnified Party shall repay to the Corporation the amount, or appropriate 
portion thereof, so advanced.  Such advancement and current payment of 
Litigation Costs by the Corporation shall be made promptly (but in any event 
within 10 days) after receipt by the Corporation of Indemnified Party's 
request therefor.

     9.   REPAYMENT OF EXPENSES.  Indemnified Party agrees that Indemnified 
Party will reimburse the Corporation for all Litigation Costs paid by the 
Corporation in connection with any Proceeding in which Indemnified Party is 
involved in the event and only to the extent that it shall be ultimately 
determined by final non-appealable judgment of a court of competent 
jurisdiction that Indemnified Party is not entitled to be indemnified by the 
Corporation for such Litigation Costs under the provisions of the State 
Statute, the Bylaws and this Agreement.

     10.  PROCEDURE.

          (a)  Indemnification hereunder shall be made promptly and in any
     event within 30 days of Indemnified Party's written request therefor,
     unless (i) an affirmative determination is made reasonably and within
     such 30-day period by the Corporation in the manner provided in
     Section 10(b) below that Indemnified Party is not entitled to
     indemnity hereunder for any reason other than as contemplated by
     clause (ii) of this Section 10(a), or (ii) an affirmative
     determination is required by the State Statute or other applicable law
     that the Indemnified Party met an applicable standard of conduct, in
     which case the Corporation will cause such determination to be made
     within 60 days from the date of the written request for indemnity.

          (b)  The determination to be made by the Corporation under
     Section 10(a) above shall be based on the facts known at the time and
     shall be made (i) by the Board of Directors of the Corporation, by a
     majority vote of a quorum consisting of directors who are not parties
     to the Proceeding ("disinterested directors"), or (ii) if such a
     quorum is not obtainable, by independent legal counsel in a written
     opinion, or (iii) even if such a quorum is obtainable, by independent
     legal counsel in a written opinion if the Board of Directors of the
     Corporation, by a majority vote of a quorum consisting of
     disinterested directors, so directs, or (iv) by the stockholders of
     the Corporation.  Any such determination may be contested by
     Indemnified Party as hereinafter contemplated.

          (c)  A failure to make any required determination within the
     period of time specified shall be deemed to be a determination
     favorable to the Indemnified Party.

     11.  ENFORCEMENT.

          (a)  The Corporation expressly confirms and agrees that it has
     entered into this Agreement and assumed the obligations imposed on the
     Corporation hereby and has obtained the approval of its Board of
     Directors to induce Indemnified Party to serve or continue serving as
     a director or an officer of Corporation and acknowledges that
     Indemnified Party is relying upon this Agreement in agreeing to serve
     or continue serving in such capacity.


                                      -4-

<PAGE>

          (b)  In the event Indemnified Party is required to bring any
     action to enforce rights or to collect moneys due under this
     Agreement, the Corporation shall reimburse Indemnified Party, on a
     continuing and current basis, for all of Indemnified Party's
     reasonable fees and expenses in bringing and pursuing such action and
     Indemnified Party shall have no obligation to reimburse the
     Corporation therefor unless Indemnified Party is not successful in
     such action after rendition of a final, non-appealable judgment by a
     court of competent jurisdiction.

          (c)  The right to indemnification hereunder shall be enforceable
     by Indemnified Party in any court of competent jurisdiction if
     Indemnified Party's claim therefor is denied, in whole or in part, in
     the manner provided herein, or if no disposition of such claim is made
     within 60 days from the receipt by the Corporation of Indemnified
     Party's request for indemnification hereunder.

     12.  SEVERABILITY.  Each of the provisions of this Agreement is a 
separate and distinct agreement and independent of the others so that if any 
provision hereof shall be held to be invalid or unenforceable for any reason, 
such invalidity or unenforceability shall not affect the validity or 
enforceability of the other provisions hereof.  To the extent necessary to 
give effect to this Agreement, should any provision hereof be held invalid or 
unenforceable, this Agreement shall be reformed in such a manner as to 
provide the maximum indemnity contemplated hereby to Indemnified Party, it 
being the intention of the parties hereto that this Agreement be otherwise 
given its maximum effect consistent with the laws and, to the extent 
applicable, public policies of the State of Delaware.

     13.  OBLIGATION TO AMEND.  The Corporation agrees to take all actions 
necessary to amend this Agreement in the future to increase or otherwise 
maximize the indemnity protections intended to be afforded hereby to the 
extent then permitted by law.

     14.  NOTICE.  Any notice, request or other communication hereunder to 
the Corporation or Indemnified Party shall be in writing and delivered or 
sent by postage prepaid first class mail or by hand delivery or express mail 
service or by facsimile transmission as follows:  (a) if to the Corporation, 
addressed to UroCor, Inc., 800 Research Parkway, Oklahoma City, Oklahoma 
73104, facsimile 405/290-4150, and (b) if to Indemnified Party, to the 
address shown on the signature page hereof or to such other address as 
Indemnified Party shall designate from time to time to the Corporation in 
writing.

     15.  GOVERNING LAW; BINDING EFFECT; AMENDMENT AND TERMINATION.

          (a)  This Agreement shall be interpreted and enforced in
     accordance with the laws of the State of Delaware.

          (b)  This Agreement shall be binding upon Indemnified Party and
     upon the Corporation, its successors and assigns, and shall inure to
     the benefit of Indemnified Party, his or her heirs, personal
     representatives and assigns and to the benefit of the Corporation, its
     successors and assigns.  The Corporation shall require any successor
     (whether direct or indirect, by purchase, merger, consolidation or
     otherwise) to all or any substantial part of the business or assets of
     the Corporation, by agreement in form and substance satisfactory to
     Indemnified Party, to expressly assume and agree to perform this
     Agreement in the same manner and to the same extent that the
     Corporation would be required to perform it if no such succession had
     taken place.  Failure of the Corporation to obtain such agreement
     prior to effectiveness of any succession shall be a breach of this
     Agreement and shall entitle Indemnified Party to appropriate equitable
     relief or monetary damages from the Corporation in an amount necessary
     to provide Indemnified Party with the protections to which he or she
     would be entitled hereunder.  As used in this Agreement, the
     "Corporation" shall mean the Corporation as hereinbefore defined and
     any successor to its business or assets as aforesaid that executes and
     delivers the agreement provided for by this Section 15(b) or that
     otherwise becomes bound by all of the terms and provisions of this
     Agreement by operation of law.

          (c)  No amendment, modification, termination or cancellation of
     this Agreement shall be effective unless in writing signed by both
     parties hereto.


                                      -5-

<PAGE>

     16.  ENTIRE AGREEMENT.  This Agreement constitutes the entire agreement 
and understanding between the parties relating to the subject matter hereof 
and supersedes all prior agreements between the parties relating to the 
subject matter hereof.

          IN WITNESS WHEREOF, the parties hereto have executed this Agreement 
as of the day and year first above written.

                                  UroCor, Inc.


                                  By:  
                                     --------------------------------
                                     William A. Hagstrom
                                     President and Chief
                                     Executive Officer



                                  [Name of Indemnified Party]



                                  -----------------------------------


                                  Address:       
                                            -------------------------

                                            -------------------------

                                            -------------------------

                                  Facsimile:     
                                            -------------------------


                                      -6-

<PAGE>

                                   SCHEDULE 10.1
                                          
                                INDEMNITY AGREEMENTS
                                          
CURRENT BOARD MEMBERS
               Paul A. Brown, M.D.                Herbert J. Conrad
               Louis M. Sherwood, M.D.            Michael E. Herbert
               Aaron Beam, Jr.                    Thomas C. Ramey

CURRENT EMPLOYEES
               William A. Hagstrom                Socrates H. Choumbakos
               Robert W. Veltri, Ph.D.            Mark G. Dimitroff
               Kathryn L.W. Ingerly               Karl K. Nigg
               Michael N. McDonald                Lou Rye Carmichael
               Gerard O'Dowd                      Larry S. Compton