MANAGEMENT AGREEMENT

     MANAGEMENT AGREEMENT  dated  as  of  ________________,  1997  among
Diagnostics Holding, Inc., a Delaware corporation (the  ``Company"), and
<FIRST> <LAST> (``Executive").

     Pursuant to the  Company's 1997 Management  Stock Option Plan  (the
"1997 Plan"),  the  Company  and  Executive  desire  to  enter  into  an
agreement pursuant to which the Company will grant to Executive  Options
to acquire <TOTALALL> shares of Common, which Options  shall be divided
into three grants, two grants for <TARGET7> shares of Common which will
be based on performance targets and will have different exercise  prices
(the "Target Options") and one grant  for <TIME> shares of Common which
will be subject  to time  vesting (the "Time  Option").   All shares  of
Common Stock now or hereafter acquired by Executive pursuant to the 1997
Plan are referred to herein as the "Executive Stock."

     The parties hereto agree as follows:

                         STOCK AND OPTION PROVISIONS

1.   Stock Options.

     (A)  Target Option Grants.  The Company hereby grants to Executive,
pursuant to  the Plan,  the Target  Options  to purchase  (A)  <TARGET7>
shares of Common (the  "Tranche I Options"), with  an exercise price  of
$7.00 (the "Tranche I Price"), and (B) <TARGET16> shares of Common (the
"Tranche II Options") with an exercise  price of $16.00 the "Tranche  II
Price").  The shares  issued upon exercise of  the Tranche I Options  or
the Tranche II  Options are referred  to herein as  the ("Target  Option
Shares").  The number of Target Option Shares, the Tranche I Price,  and
the Tranche II  Price will be  equitably adjusted for  any stock  split,
stock dividend,  reclassification  or recapitalization  of  the  Company
which occurs  subsequent to  the date  of this  Agreement.   The  Target
Options will expire (the "Expiration Date") on the earlier of the  tenth
anniversary of the date hereof or the date of termination of Executive's
employment with  the  Company  or  a  Subsidiary  for  any  reason  (the
"Termination Date"), provided that Executive will have 30 days after the
Expiration Date  to exercise  the Target  Options  with respect  to  the
Target Option Shares which are then exercisable pursuant to the terms of
the 1997 Plan.
       (B)  Time Option  Grant.  The Company hereby grants to Executive,
pursuant to  the Plan,  the Time  Option to  purchase <TIME> shares  of
Common Stock ("Time Option Shares"), at a price per share of $4.00  (the
"Option Price").  The Option Price and the number of Time Option  Shares
will  be  equitably  adjusted  for  any  stock  split,  stock  dividend,
reclassification  or  recapitalization  of  the  Company  which   occurs
subsequent to the date of this  Agreement.  The Time Option will  expire
on the Expiration Date, provided that Executive will have 30 days  after
the Expiration Date  to exercise  the Time  Option with  respect to  the
percentage of Time Option Shares as determined pursuant to the terms  of
the 1997 Plan.
       (C)  Securities Laws Restrictions. Executive represents that when
Executive exercises the  Options he will  be purchasing Executive  Stock
for Executive's own  account and  not on  behalf of  others.   Executive
understands and  acknowledges that  federal  and state  securities  laws
govern and  restrict  Executive's  right to  offer,  sell  or  otherwise
dispose of any Executive Stock unless  Executive's offer, sale or  other
disposition  thereof  is  registered  under  the  1933  Act  and   state
securities laws or, in the opinion of the Company's counsel, such offer,
sale or  other  disposition  is  exempt  from  registration  thereunder.
Executive agrees that he  will not offer, sell  or otherwise dispose  of
any Executive Stock in any manner  which would: (i) require the Company
<PAGE>
to file any registration statement (or  similar filing under state  law)
with the Securities and  Exchange Commission or  to amend or  supplement
any such filing or (ii) violate or cause the Company to violate the 1933
Act, the rules and regulations promulgated thereunder or any other state
or federal law.  Executive further understands that the certificates for
any Executive Stock Executive purchases will  bear the legend set  forth
in Paragraph 5 hereof  or  such  other  legends  as  the  Company  deems
necessary or desirable in connection with  the 1933 Act or other  rules,
regulations or laws.
        (D)  Non-Transferability of Option.  The Options are personal to
Executive and are not transferable by Executive.  Only Executive or  his
estate or heirs is entitled to exercise the Options.
        2. Repurchase Option.  In the event  that Executive is no longer
employed by the Company or any  of its Subsidiaries for any reason  (the
date of such termination  being referred to  herein as the  "Termination
Date"), the Executive Stock, whether held  by Executive, or one or  more
Permitted Transferees (as defined in Paragraph 3 below), will be subject
to repurchase by the Company and the Investors (solely at their  option)
pursuant to  the  terms  and  conditions set  forth  in  the  Plan  (the
"Repurchase Option").
        3.   Restrictions on Transfer.
        (A)   Transfer of Executive Stock.  Without the express written
consent of the  Company to transfers  of Executive  Stock in  accordance
with the terms  of this Agreement,  Executive will not  sell, pledge or
otherwise transfer any interest in any shares of Executive Stock, except
pursuant to (i) the provisions of Paragraphs 1, 2 and 6 hereof, (ii) the
provisions of Paragraph 3(b) below,  (iii) pursuant to the  Registration
Agreement, dated as of December 20, 1994, as amended, among the  Company
and its stockholders  or (iv)  pursuant to  the provisions  of the  1997
Plan.
        (B)  Certain Permitted Transfers.  The restrictions contained in
this Paragraph 3 will not apply  with respect to transfers of  Executive
Stock pursuant to applicable laws of descent and distribution,  provided
that the restrictions contained in this Paragraph 3 will continue to  be
applicable to  the  Executive Stock  after  any such  transfer  and  the
transferees of such Executive Stock shall  agree in writing to be  bound
by the provisions of this Agreement.  Any transferee of Executive  Stock
pursuant to  a  transfer  in accordance  with  the  provisions  of  this
Paragraph 3(b) is herein referred to  as a "Permitted Transferee."  Upon
the transfer of  Executive Stock pursuant  to this  Paragraph 3(b),  the
Permitted Transferee(s)  will deliver  a written  notice (the  "Transfer
Notice")  to  the  Company.    The  Transfer  Notice  will  disclose  in
reasonable detail the identity of the Permitted Transferee(s).
        4.   Additional Restrictions on Transfer.
        (A)  The certificates representing the Executive Stock will bear
the following legend:
     "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT  BEEN
     REGISTERED UNDER THE SECURITIES ACT  OF 1933, AS AMENDED  (THE
     "ACT"), AND MAY NOT BE SOLD  OR TRANSFERRED IN THE ABSENCE  OF
     AN EFFECTIVE  REGISTRATION  STATEMENT  UNDER  THE  ACT  OR  AN
     EXEMPTION  FROM  REGISTRATION  THEREUNDER.    THE   SECURITIES
     REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO ADDITIONAL
     RESTRICTIONS  ON  TRANSFER,  CERTAIN  REPURCHASE  OPTIONS  AND
     CERTAIN OTHER AGREEMENTS SET  FORTH IN A MANAGEMENT  AGREEMENT
     BETWEEN THE ISSUER (THE "COMPANY")  AND A CERTAIN EMPLOYEE  OF
     THE COMPANY  DATED AS  OF ________________,  1997, A  COPY  OF
     WHICH MAY BE OBTAINED  BY THE HOLDER  HEREOF AT THE  COMPANY'S
     PRINCIPAL PLACE OF BUSINESS WITHOUT CHARGE."
<PAGE>
     (B)  No holder of Executive Stock may sell, transfer or dispose  of
any Executive  Stock  (except  pursuant  to  an  effective  registration
statement under the Securities Act of 1933) without first delivering  to
the Company  an opinion  of counsel  reasonably acceptable  in form  and
substance to the Company (which  counsel shall be reasonably  acceptable
to the Company) that registration under the 1933 Act is not required  in
connection with such transfer.
        5.   Definition of Executive  Stock.   For all  purposes of this 
Agreement, Executive Stock will  continue to be  Executive Stock in  the
hands of any  holder other than  Executive (except for  the Company  and
purchasers pursuant  to an  offering registered  under the  1933 Act  or
purchasers pursuant  to a  Rule 144  transaction), and  each such  other
holder of Executive  Stock will succeed  to all  rights and  obligations
attributable to  Executive as  a holder  of Executive  Stock  hereunder.
Executive Stock will also include shares of the Company's capital  stock
issued with  respect to  shares of  Executive Stock  by way  of a  stock
split, stock dividend or other recapitalization.
        6.   Sale of the Company.
        (A) If the Board and the holders of a majority  of the shares of
Common Stock then outstanding approve a sale of all or substantially all
of the Company's assets determined on a consolidated basis or a sale  of
all or  substantially all  of the  Company's outstanding  capital  stock
(whether by  merger,  recapitalization,  consolidation,  reorganization,
combination or otherwise)  to any Independent  Third Party  or group  of
Independent Third Parties (collectively an "Approved Sale"), each holder
of Executive Stock  will vote for,  consent to and  raise no  objections
against such Approved Sale.  If the Approved Sale is structured as (i) a
merger or consolidation, each holder of  Executive Stock will waive  any
dissenters rights, appraisal rights or similar rights in connection with
such merger or  consolidation or (ii)  a sale of  stock, each holder  of
Executive Stock will agree to sell all of his shares of Executive  Stock
and rights  to  acquire shares  of  Executive  Stock on  the  terms  and
conditions approved by the  Board and the holders  of a majority of  the
Common Stock then outstanding.  Each holder of Executive Stock will take
all necessary or desirable actions  in connection with the  consummation
of the Approved Sale as requested by the Company.
        (B)  The obligations of the holders of Common Stock with respect 
to the Approved Sale of the Company are  subject to  the satisfaction of 
the following conditions: (i) upon the consummation of the Approved Sale, 
each holder of Common Stock will receive the same form of  consideration
and the same portion of the aggregate consideration that such holders of
Common Stock would  have received  if such  aggregate consideration  had
been distributed by the Company in complete liquidation pursuant to  the
rights and  preferences  set  forth  in  the  Company's  Certificate  of
Incorporation as in effect immediately prior to such Approved Sale; (ii)
if any holders of a class of Common Stock are given an option as to  the
form and amount  of consideration to  be received, each  holder of  such
class of Common  Stock will  be given the  same option;  and (iii)  each
holder of then currently exercisable rights to acquire shares of a class
of Common Stock  will be given  an opportunity to  exercise such  rights
prior to the consummation of the  Approved Sale and participate in  such
sale as holders of such class of Common Stock.
     (C)  If  the Company  or the  holders of  the Company's  securities
enter into any  negotiation or transaction  for which Rule  506 (or  any
similar rule  then in  effect) promulgated  by the  Securities  Exchange
Commission  may  be  available  with  respect  to  such  negotiation  or
transaction (including a merger, consolidation or other reorganization),
the holders of  Executive Stock  will, at  the request  of the  Company,
appoint a purchaser representative (as such term is defined in Rule 501)
reasonably acceptable to the Company.  If any holder of Executive  Stock
appoints a  purchaser  representative  designated by  the  Company,  the
<PAGE>
Company will pay the fees of such purchaser  representative, but if  any 
holder of Executive Stock declines to appoint the purchaser representative 
designated  by  the Company  such holder  will appoint another purchaser 
representative, and such holder will be  responsible for the fees of the 
purchaser representative so appointed.
        (D) Executive and the other holders of Executive Stock (if any)
will bear their pro-rata share (based upon the number of shares sold) of
the costs of any sale of Executive Stock pursuant to an Approved Sale to
the extent such  costs are incurred  for the benefit  of all holders  of
Common Stock and are not otherwise paid by the Company or the  acquiring
party.  Costs incurred by Executive  and the other holders of  Executive
Stock  on  their  own  behalf  will  not  be  considered  costs  of  the
transaction hereunder.
        (E)  The  provisions  of  this  Paragraph 6 will terminate upon
completion of the initial public offering of the Common Stock.
        7.  Public Offering.  In the event that the Board and the holders
of a majority of the shares of Common Stock then outstanding approve  an
initial public offering and sale of  Common Stock (a "Public  Offering")
pursuant to an effective registration statement under the Securities Act
of 1933,  as amended,  the  holders of  Executive  Stock will  take  all
necessary or desirable  actions in connection  with the consummation  of
the Public  Offering.   In the  event that  such Public  Offering is  an
underwritten offering and the  managing underwriters advise the  Company
in writing  that  in  their opinion  the  Common  Stock  structure  will
adversely affect  the  marketability of  the  offering, each  holder  of
Executive Stock  will  consent  to  and  vote  for  a  recapitalization,
reorganization and/or exchange of the Common Stock into securities  that
the managing underwriters, the  Board and holders of  a majority of  the
shares of Common Stock  then outstanding find  acceptable and will  take
all necessary or desirable actions  in connection with the  consummation
of the recapitalization, reorganization and/or exchange.
        8.   Termination of Provisions Relating to Executive Stock. The
provisions of  Paragraphs 2 and  3, and  the rights  of Executive  under
Paragraph 6 of the 1997 Plan, will terminate upon the first to occur  of
(i) an Approved  Sale, or (ii) (A) the Company (or  its successor as  a
result of  merger, consolidation,  reorganization  or sale)  becoming  a
reporting company under the Securities Exchange Act of 1934 as a  result
of the  registration  of its  common  equity securities  thereunder  and
(B) the Investors and  their affiliates collectively  ceasing to own  at
least 50% of the  aggregate number of shares  of Common Stock that  they
own on the date  hereof (as adjusted for  stock splits, stock  dividends
and recapitalization  and for  exchanges in  connection with  a  merger,
consolidation, reorganization or sale).

                    MISCELLANEOUS PROVISIONS
        9.  Notices.  Any notice provided for in this Agreement must be in
writing and must  be personally delivered,  received by certified  mail,
return receipt  requested,  or  sent by  guaranteed  overnight  delivery
service, to the Investors  at the addresses  indicated in the  Company's
records and to the other recipients at the address indicated below:
        
        To the Company:
          Diagnostics Holding Inc.
          c/o Bain Capital, Inc.
          Two Copley Place
          Boston, Massachusetts 02116
          Attn:  Mark Nunnelly
                 Stephen G. Pagliuca
                 Adam Kirsch
<PAGE>     
        To Executive:
          <FIRST> <LAST>
          <STREET>
          [CITY]

or such other address or  to the attention of  such other person as  the
recipient party  shall have  specified by  prior written  notice to  the
sending party.  Any notice under  this Agreement will be deemed to  have
been given when so delivered or mailed.
        10.  Severability.   Whenever  possible, each provision of this
Agreement will be  interpreted in  such manner  as to  be effective  and
valid under applicable law,  but if any provision  of this Agreement  is
held to be invalid,  illegal or unenforceable in  any respect under  any
applicable law or rule in any jurisdiction, such invalidity,  illegality
or  unenforceability  will  not  affect  any  other  provision  or   the
effectiveness or validity  of any provision  in any other  jurisdiction,
and this  Agreement will  be reformed,  construed and  enforced in  such
jurisdiction as if such invalid, illegal or unenforceable provision  had
never been contained herein.
        11.  Complete Agreement.   This Agreement embodies the complete
agreement  and  understanding  among  the  parties  and  supersedes  and
preempts any prior understandings,  agreements or representations by  or
among the  parties, written  or  oral, which  may  have related  to  the
subject matter hereof in any way.
        12.  Counterparts.  This Agreement may be executed  in  separate
counterparts, each of which will be deemed to be an original and all  of
which taken together will constitute one and the same agreement.
        13.  Successors and Assigns.  This Agreement is intended to bind
and inure  to  the benefit  of  and  be enforceable  by  Executive,  the
Company, the  Investors and  their  respective successors  and  assigns,
provided that Executive may not assign any of his rights or obligations,
except as expressly provided by the terms of this Agreement.
        14.  Governing Law.  The corporate law of Delaware will govern 
all issues concerning the relative rights of the Company and its 
stockholders.  All other issues concerning the enforceability, validity 
and binding effect of this Agreement will be governed by and construed 
in accordance with the laws of the State of Illinois, without giving 
effect to any choice of law or conflict of law provision or rule 
(whether of the State of Illinois or any other jurisdiction) that would 
cause the application of the law of any jurisdiction other than the 
State ofIllinois.
     15.  Remedies.  The parties hereto agree and acknowledge that money
damages may not be an adequate  remedy for any breach of the  provisions
of this  Agreement and  that any  party hereto  will have  the right  to
injunctive relief, in addition to all  of its other rights and  remedies
at law or in equity, to enforce the provisions of this Agreement.
        16.  Effect of Transfers in Violation of Agreement.  The Company
will not  be  required  (a) to transfer  on  its  books  any  shares of
Executive Stock which have been sold or transferred in violation of  any
of the provisions set forth in  this Agreement or (b) to treat as owner
of such shares,  to accord the  right to vote  as such owner  or to  pay
dividends to any transferee to whom such shares have been transferred in
violation of this Agreement.
        17.  Amendments and Waivers.  Any provision of this Agreement may
be amended or waived only with the prior written consent of the Company,
Executive and the Investors who hold 70% of the Common Stock held by the
Investors.
        18.  Third Party Beneficiaries.  The parties hereto acknowledge 
and agree that the Investors  are  third  party  beneficiaries  of  this
Agreement.   This  Agreement  will  inure  to  the  benefit  of  and  be
enforceable  by  the  Investors  and  their  respective  successors  and
assigns.
<PAGE>        
        19.  Diagnostics Holding, Inc. 1997 Management Stock Option Plan.
The grant  of  Options and  issuance  of Executive  Stock  hereunder  is
pursuant to, and subject  to all the terms  and conditions of, the  1997
Plan attached hereto  as Exhibit A.  Capitalized  terms defined  in the
1997 Plan and otherwise not defined  herein shall have the meanings  set
forth in the 1997 Plan.

          *          *          *          *          *
     IN WITNESS WHEREOF, the parties have executed this Agreement on the
day and year first above written.

                                   Diagnostics Holding, Inc.
 

                                   By:

                                   Title:


                                   Participant's Signature:

                                   ______________________________
                                   <FIRST> <LAST>