Diagnostics Holding, Inc.
             1997 EXECUTIVE STOCK PURCHASE AND OPTION PLAN
     1.   Purpose of  Plan.   This  1997  Executive Stock  Purchase  and
Option  Plan  (the  "1997  Plan")  of  Diagnostics  Holding,  Inc.  (the
"Company") is designed to provide incentives to such present and  future
officers and employees  of the  Company or  its subsidiaries  as may  be
selected in the sole discretion of the Board, and to such consultants or
advisers to the Company  as the Chief Executive  Officer of the  Company
shall recommend and the Board shall  approve as performing services  for
the Company or its subsidiaries which  merit participation in this  1997
Plan (collectively, "Participants"), through the grant of Options by the
Company  to  Participants  or  through  the  sale  of  Common  Stock  to
Participants.  Only those Participants who are employees of the  Company
and its  Subsidiaries  shall  be eligible  to  receive  incentive  stock
options.
     2.   Definitions.  Certain terms  used in this  1997 Plan have  the
meanings set forth below:
     "Board" means the Company's board of directors.
     "Cause" means (i) the intentional disregard of a written direction
from the  Board to  a  Participant to  which  such Participant  has  not
objected within ten (10) days of receiving such written direction, which
intentional disregard is materially injurious to  the Company or any  of
its  Subsidiaries,  (ii) the  knowing  and  intentional  theft  by  such
Participant of property of the Company or any of its Subsidiaries, which
property has  a  substantial  value, or  (iii) the commission  by  such
Participant of an act of moral  turpitude which is materially  injurious
to the Company or any of its Subsidiaries.
     Class L Common" means the Company's Class L Common Stock, par value
$.01 per share,  or, in the  event that the  outstanding shares of  such
Class L  common stock  are hereafter  recapitalized, converted  into  or
exchanged for different stock or securities  of the Company, such  other
stock or securities.
     "Code" means  the Internal  Revenue  Code of  1986,  as it  may  be
amended from time to time.
     "Common" means  the  Company's Common  Stock,  par value  $.01  per
share, or, in the event that the outstanding shares of such common stock
are hereafter recapitalized, converted  into or exchanged for  different
stock or securities of the Company, such other stock or securities.
     "Common Stock" means the Class L Common and the Common.
     "Executive Stock" with respect to  a Participant, means any  Common
Stock purchased  by  such Participant  hereunder  and any  Common  Stock
issued  to  such  Participant  upon  exercise  of  any  Options  granted
hereunder.
<PAGE>
     "Fair Market Value" of a share  of Common Stock means (a) the  mean
between the highest and lowest reported sale prices of a share of Common
Stock on the New York Stock Exchange--Composite Transactions Table  (or,
if not so reported, on any domestic stock exchanges on which the  Common
Stock is then listed); or (b) if the  Common Stock is not listed on  any
domestic stock exchange, the mean between  the closing high bid and  low
asked prices of  a share  of Common Stock  as reported  by the  National
Association of Securities Dealers Automated Quotation System (or, if not
so reported, by the system then regarded as the most reliable source  of
such quotations); or  (c) if the  Common Stock is  listed on a  domestic
stock exchange or  quoted in the  domestic over-the-counter market,  but
there are not reported sales or quotations,  as the case may be, on  the
given date, the value determined pursuant to (a) or (b) above using the
reported sale prices or quotations on the last previous date on which so
reported; or (d) if none of the foregoing clauses apply, the fair market
value of a share of Common Stock without discounts as determined in good
faith by the Board and  stated in writing in  a notice delivered to  the
holders of the Common Stock involved (a "Determination Notice").     
     "Independent Third Party" means  any person who, immediately  prior
to the contemplated  transaction, does not  own in excess  of 5% of  the
Company's Common Stock on a fully-diluted  basis (a "5% Owner"), who  is
not controlling, controlled by or under common control with any such  5%
Owner and who is not the spouse or descendent (by birth or adoption)  of
any such 5% Owner  or a trust for  the benefit of  such 5% Owner  and/or
such other persons.
     "Investors" means the Persons listed on Schedule A hereto.
     "Option" means any option enabling  the holder thereof to  purchase
any class of Common Stock from the Company granted by the Board pursuant
to the provisions of this Plan.   Options to be granted under this  Plan
may be incentive stock options within the meaning of Section 422 of  the
Code ("Incentive Stock Options") or in such other form, consistent  with
this Plan, as the Board may determine.
     "Original Value" of each share of Executive Stock will be equal  to
the purchase price  paid by the  Participant for each  share of  Class L
Common, and the price paid by  the Participant for each share of  Common
(as proportionally adjusted  for all stock  splits, stock dividends  and
other recapitalizations affecting the Class L Common or the  Common, as
the case may be, subsequent to the date of adoption hereof).
     "Permitted Transferee" means  a person  to whom  a Participant  has
transferred Common Stock or Options pursuant to a provision hereof or of
an agreement to which such Participant and the Company are parties which
permitted such transfer at the time such transfer was effected.
     "Subsidiary" means any corporation (other  than the Company) in  an
unbroken chain of  corporations beginning with  the Company  if, at  the
time the option is granted, each of the corporations other than the last
corporation in the chain owns stock possessing 50% or more of the  total
combined voting  power of  all classes  of  stock in  one of  the  other
corporations in such chain.
     3.   Grant of Options.  The Board shall have the right and power to
grant to any Participant Options at any time prior to the termination of
this Plan in such quantity, at such price, on such terms and subject  to
such conditions that are  consistent with this  Plan and established  by
the Board.  Options granted under this Plan shall be in one of the forms
described in this Paragraph 3 below, or  in such other form or forms  as
the Board may determine, and shall  be subject to such additional  terms
and conditions and evidenced by agreements  as shall be determined  from
time to time by the Board.
<PAGE>
     (A)  Target Options.
          (I)  A "Tranche  I  Option"  shall entitle  a  Participant  to
     purchase from the Company  one or more shares  of Common and  shall
     have an exercise price per share of $7.00 (the "Tranche I Price").
          (II) A "Tranche  II Option"  shall  entitle a  Participant  to
     purchase from the Company  one or more shares  of Common and  shall
     have an  exercise  price  per share  of  $16.00  (the  "Tranche  II
     Price").
          (III)     Tranche  I  Options  and  Tranche  II  Options   are
     referred to herein as "Target Options," and the shares issued  upon
     exercise of the  Tranche I Options  or the Tranche  II Options  are
     referred to herein as "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 adoption  hereof.   Target Options  will
     expire  (the  "Expiration  Date")  on  the  earlier  of  the  tenth
     anniversary  of  the  date  of  adoption  hereof  or  the  date  of
     termination of  the respective  Participant's employment  with  the
     Company or a  Subsidiary for any  reason (the "Termination  Date"),
     provided  that  such  Participant  will  have  30  days  after  the
     Expiration Date to exercise Target  Options with respect to  Target
     Option Shares which are then exercisable pursuant to Paragraph 3(a)     
     (iv) below.  Target Options are not intended to be "incentive stock
     options" within the meaning of Section 422A of the Internal Revenue
     Code.
          (IV) Exercisability.  Target  Options will immediately  become
     exercisable with  respect  to  Target Option  Shares  on  the  date
     immediately prior to the tenth anniversary of the date of  adoption
     hereof (the "Vesting Date"), provided  that the Vesting Date  shall
     be accelerated  with respect  to Tranche  I Options  or Tranche  II
     Options, as the  case may  be, to  the date  on which  a Tranche  I
     Acceleration Event or a Tranche  II Acceleration Event (as  defined
     below) occurs.  For  this purpose, a  Tranche I Acceleration  Event
     shall be the date on which  the purchasers of the Company's  Common
     Stock under  that  certain Stock  Purchase  Agreement dated  as  of
     December 20, 1994 (the "Stock Purchase Agreement") as set forth  on
     Exhibit A  attached  hereto (collectively,  the  "Investors")  have
     achieved an Investor Return Multiple (as defined below) of at least
     three  (a  "Tranche  I  Acceleration  Event");  and  a  Tranche  II
     Acceleration Event shall be  the date on  which the Investors  have
     achieved an Investor Return Multiple of  at least five (a  "Tranche
     II Acceleration  Event").    A Tranche  I  Acceleration  Event  and
     Tranche II  Acceleration  Event  are also  referred  to  herein  as
     "Acceleration Events".
          (V)  Vesting of Target  Option Shares.   Target Option  Shares
     shall be vested  immediately upon  exercise of  the Target  Options
     with respect thereto.
<PAGE>
          (VI) Procedure for Exercise.  At any time after Target Options
     have become exercisable, whether on the Vesting Date or pursuant to
     an  Acceleration  Event  and  prior  to  the  Expiration  Date,   a
     Participant may exercise  all or  a portion  of his  or her  Target
     Options with  respect to  Target Option  Shares which  have  become
     exercisable by delivering written notice of exercise to the Company
     together with (A)  a written acknowledgment  that such  Participant
     has read, and has been afforded an opportunity to ask questions  of
     management  of  the  Company  regarding  all  financial  and  other
     information provided to such Participant regarding the Company, and
     (B) payment in full by delivery  of a cashier's or certified  check
     in the amount  of the  Tranche I Price  with respect  to Tranche  I
     Options and the Tranche II Price with respect to Tranche II Options
     plus the amount of  any additional federal  and state income  taxes
     required to  be  withheld  by reason  of  the  exercise  of  Target
     Options.  As  a condition  to any exercise  of a  Target Option,  a
     Participant will permit the  Company to deliver to  him or her  all
     financial and  other  information  regarding the  Company  and  its
     Subsidiaries which it believes necessary to enable such Participant
     to make an informed investment decision.
          (VII)     Determination of Investor Return Multiple.
               (A)  "Investor  Return  Multiple"     means  the   number
     determined by  dividing Cash  Inflows (as  defined below)  by  Cash
     Outflows (as defined  below).  The  calculation of Investor  Return
     will be determined in good faith by the Board.
               (B)  "Cash Inflows" as used herein shall include the  sum
     of all cash payments  received by the Investors  on or prior to  an
     Acceleration Event with respect to debt or equity securities of the
     Company purchased by the Investors (excluding all management  fees,
     points, and other fees paid to the Investors by or on behalf of the
     Company and/or its Subsidiaries)  prior to such Acceleration  Event
     (whether such payments are received from  the Company or any  third
     party,  and  whether  such  payments  are  received  as   interest,
     dividends, proceeds  with respect  to sale  or redemption  of  such
     securities,  upon  a  liquidation  of  the  Company  or  otherwise)
     including reimbursement for payments  made by Investors in  respect
     of fees and expenses incurred in connection therewith.               
               (C)  "Cash Outflows" as used herein shall include the sum
     of all cash payments and investments  made by the Investors to  and
     in the Company and to others  to acquire debt or equity  securities
     of the Company including payments made  by Investors in respect  of
     fees and expenses incurred in connection therewith.
     (B)  Time Options.
          (I)  A "Time Option" shall  entitle a Participant to  purchase
     one or more shares of Common ("Time Option Shares") and shall  have
     an exercise 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.   Time Options  will expire  on the  Expiration
     Date, provided  that a  Participant will  have  30 days  after  the
     Expiration Date to exercise his or her Time Option with respect  to
     the percentage  of Time  Option Shares  as determined  pursuant  to
     Paragraph 3(b)(iii) below.   Time Options  are not  intended to  be
     "incentive stock options" within the meaning of Section 422A of the
     Internal Revenue Code.
<PAGE>
          (II) Exercisability.  On  each date  set forth  below, a  Time
     Option will have vested and become exercisable with respect to  the
     percentage of Time Option  Shares set forth  opposite such date  if
     the  respective  Participant  is  employed  by  the  Company  or  a
     Subsidiary on such date:

                  Date                Cumulative Percentage
                                   of Time Options Exercisable

 
          January 1, 1998                      20%
                                               
          January 1, 1999                      40%
                                                
          January 1, 2000                      60%

          January 1, 2001                      80%

          January 1, 2002                      100%

         (III) Vesting of Time Option  Shares.  Time Option  Shares
     shall be vested immediately upon exercise  of the Time Option  with
     respect thereto.
          (IV) Procedure for Exercise.  At any time after a Time  Option
     has become exercisable with respect to  any Time Option Shares  and
     prior to the Expiration Date, a  Participant may exercise the  Time
     Option with respect to the Time  Option Shares above by  delivering
     written notice  of  exercise  to the  Company,  together  with  (a)
     written acknowledgment that such Participant has read and has  been
     afforded an  opportunity  to ask  questions  of management  of  the
     Company regarding all financial  and other information provided  to
     such Participant regarding the Company and  (b) payment in full  by
     delivery of a  cashier's or certified  check in the  amount of  the
     Option Price  with respect  to such  Time  Option Shares  plus  the
     amount of any additional federal and state income taxes required to
     be withheld by reason  of the exercise  of the Time  Option.  As  a     
     condition to  any exercise  of a  Time Option,  a Participant  will
     permit the Company and  its Subsidiaries to deliver  to him or  her
     all financial and other information  regarding the Company and  its
     Subsidiaries which it believes necessary to enable such Participant
     to make an informed investment decision.
<PAGE>
     4.   Sale of Common  Stock.   The Board  shall have  the power  and
authority to sell  to any  Participant any  class or  classes of  Common
Stock ("Purchased Stock") at any time  prior to the termination of  this
1997 Plan in such quantity, at such price, on such terms and subject  to
such conditions that are consistent with this 1997 Plan and  established
by the Board.  Common Stock sold  under this 1997 Plan shall be  subject
to such terms and  evidenced by agreements as  shall be determined  from
time to time by the Board.
     5.   Repurchase Option.   In  the event that  a Participant  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 issued  to such  Participant,
whether held by such Participant, or  one or more Permitted  Transferees
(as defined in Paragraph 2 above), will be subject to repurchase by  the
Company and the Investors (solely at their option) pursuant to the terms
and conditions set forth in this Paragraph 5 (the "Repurchase Option").
     (A)  Termination Other  than for  Cause.   If a  Participant is  no
longer employed by the Company or any of its Subsidiaries as a result of
any reason other than such Participant's termination for Cause, then  on
or after the  Termination Date, the  Company may elect  to purchase  all
(but not less  than all unless  the Company is  unable, as described  in
Subparagraph (f) below, to purchase all of the Executive Stock issued to
such Participant at a price per share equal to (i) the Fair Market Value
thereof with respect to any Termination Date occurring after January  1,
1999 (x) as determined on the Termination Date, if the Repurchase Notice
(as defined in Subparagraph (c) below)  has been delivered within  three
months of  the  Termination  Date,  or  (y)  as  determined  on  a  date
determined by the Board within thirty (30) days prior to the delivery of
the Repurchase Notice, if the Repurchase  Notice is delivered after  the
third month following  the Termination Date  or (ii) 110%  of the  price
paid for  such  Executive  Stock  by  Executive,  with  respect  to  any
Termination Date occurring on  or prior to January  1, 1999 and at  such
time that the Company is not a  Public Company (as defined in the  Stock
Purchase Agreement) (an "Early Termination").
     (B)  Termination for Cause.  If a Participant is no longer employed
by the  Company  or  any  of  its  Subsidiaries  as  a  result  of  such
Participant's termination for  Cause, then on  or after the  Termination
Date, the  Company may  elect to  purchase all  (but not  less than  all
unless the Company is unable, as described in Subparagraph (f) below, to
purchase all) of  the Executive Stock  issued to such  Participant at  a
price per share equal  to the lower  of its Original  Value or the  Fair
Market Value thereof.
<PAGE>
     (C)  Repurchase Procedures.  The Company may elect to exercise  the
right to  purchase all  (but not  less than  all unless  the Company  is
unable, as described in Subparagraph (f) below, to purchase all) of  the
shares of  Executive  Stock issued  to  a Participant  pursuant  to  the
Repurchase Option by delivering written notice (the "Repurchase Notice")
to the holder or  holders of the such  Executive Stock.  The  Repurchase
Notice will set  forth the  number of shares  of Executive  Stock to  be
acquired from such holder(s), the Fair  Market Value, the price paid  by
Executive for such shares,  the aggregate consideration  to be paid  for
such shares and the time and  place for the closing of the  transaction.
In the event that the Company elects to purchase less than all, of  such
Executive Stock pursuant to the terms of this Paragraph 5, if any shares
of such  Executive  Stock are  held  by Permitted  Transferees  of  such
Participant, the  Company  shall  purchase  the  shares  elected  to  be
purchased from such holder(s) of Executive Stock, pro rata according  to
the number of shares  of Executive Stock held  by such holder(s) at  the
time of  delivery of  such Repurchase  Notice (determined  as nearly  as
practicable to  the nearest  share).   If Executive  Stock of  different
classes is to be purchased by the Company and Executive Stock is held by
Permitted Transferees of such Participant, the number of shares of  each
class of Executive Stock  to be purchased will  be allocated among  such
holders, pro rata according to the  total number of shares of  Executive
Stock to be purchased from such person.
     (D)  Investors' Rights.
          (I)  If the  Company is unable,  as described in  Subparagraph
     (f) below, to  purchase all  of the  Executive Stock  (issued to  a
     particular Participant) pursuant to the Repurchase Option prior  to
     the 180th day following the Termination Date, the Investors will be
     entitled to exercise the Repurchase Option, in the manner set forth
     in this Paragraph 5,  for the Executive Stock  the Company has  not
     elected  to  purchase  (the  "Available  Shares").    As  soon   as
     practicable, but in  any event within  thirty (30)  days after  the
     Company determines that  there will  be any  Available Shares,  the
     Company will deliver  written notice (the  "Option Notice") to  the
     Investors setting  forth the  number of  Available Shares  and  the
     price for  each  Available  Share as  determined  pursuant  to  the
     provisions of this Paragraph 5.
          (II) Each  of the  Investors will  initially be  permitted  to
     purchase its pro  rata share (based  upon the number  of shares  of
     Common Stock then held by such Investors) of the Available  Shares.
     Each Investor may  elect to purchase  any number  of the  Available
     Shares (subject  to  all of  the  terms  of this  Paragraph  5)  by
     delivering written notice  to the Company  within thirty (30)  days
     after receipt of the  Option Notice from  the Company (such  30-day
     period being referred to herein as the "Investor Election Period").
<PAGE>          
          (III) As soon as practicable but in any event within five  (5)
     days after  the expiration  of the  Investor Election  Period,  the
     Company will,  if  necessary,  notify  the  Investors  electing  to
     purchase Available Shares of  any Available Shares which  Investors
     have elected not  to purchase and  each of  the electing  Investors
     will be entitled to purchase the remaining Available Shares on  the
     same  terms  as  described  above  (the  "Second  Option  Notice");
     provided that if in the aggregate such Investors elect to  purchase
     more than the remaining Available Shares, such remaining  Available
     Shares purchased by  each such Investor  will be reduced  on a  pro
     rata basis based  upon the number  of shares of  Common Stock  then
     held by  such Investors;  and provided  further  that if  in  the
     aggregate such Investors  elect to purchase  less than  all of  the
     remaining Available Shares, the Investors shall not be permitted to
     purchase any  of  the Available  Shares.   Provided  that,  in  the
     aggregate, the Investors elect  to purchase all  but not less  than
     all of the Available  Shares, each Investor  may elect to  purchase
     any of the remaining Available Shares available to such Investor by
     delivering written notice to the Company within ten (10) days after
     the delivery of the Second Option  Notice (with such 10-day  period
     referred to herein as the "Second Period").
          (IV) As soon as practicable but  in any event within five  (5)
     business days after the expiration of the Investor Election  Period
     or the Second Investor Election Period  (if any) the Company  will,
     if necessary, notify the holder(s) of the Executive Stock as to the
     number of such shares being purchased from the holder(s) by each of
     the Investors (the "Supplemental Repurchase Notice").  At the  time
     the Company  delivers  a  Supplemental  Repurchase  Notice  to  the
     holder(s) of such Executive Stock, the Company will also deliver to
     each electing Investor written notice  setting forth the number  of
     such shares that the  Company and each  Investor will acquire,  the
     aggregate purchase price to be paid  and the time and place of  the
     closing of the transaction.
          (V)  The  Company  shall  have  the  option  at  any  time  to
     repurchase from any Investor any  shares of Common Stock  purchased
     by such Investor pursuant to the terms hereof at a price per  share
     equal to the  amount paid  therefor by  such Investor  plus 8%  per
     annum from the date such Investor purchased such shares to the date
     of repurchase  of such  shares by  the Company.   For  purposes  of
     determining  an  Investor  Return  Multiple,  the  amount  of  cash
     payments to, and investments by,  Investors under this Paragraph  5
     shall not be  taken into account  in determining  Cash Inflows  and
     Cash Outflows.
<PAGE>     
     (E)  Closing.  The closing of the transactions contemplated by this
Paragraph 5 will take place on the date designated by the Company in the
Repurchase Notice or the Supplemental Repurchase Notice, as the case may
be, which date will not be more than ninety (90) days after the delivery
of such notice.  The Company and/or  the Investors, as the case may  be,
will pay  for  the Executive  Stock  to  be purchased  pursuant  to  the
Repurchase Option by delivery of, in the case of each Investor, a  check
payable to the  holder of  Executive Stock  in the  full amount  payable
hereunder for such Executive Stock (the "Repurchase Price"), and in  the
case of the Company (i) a check payable to the holder of such  Executive
Stock in the amount  of the Repurchase Price  or (ii) if the  Repurchase
Price is greater than $100,000, the Company may elect to deliver a check
payable to the holder of such Executive Stock in an amount equal to  the
greater of $100,000 or  one-third (1/3) of the  Repurchase Price, and  a
note or  notes in  the amount  of the  balance of  the Repurchase  Price
payable in three (3)  equal annual installments  beginning on the  first
anniversary of  the  closing  of  such  purchase  and  bearing  interest
(payable quarterly) at a rate per annum  equal to 8%.  Any notes  issued
by the Company pursuant to this  Paragraph 5(e) shall be subject to  any
restrictive covenants to  which the Company  is subject at  the time  of
such purchase.  The  Company and/or the Investors,  as the case may  be,
will receive customary representations  and warranties from each  seller
regarding the sale of Executive Stock, including but not limited to  the
representation that such  seller has good  and marketable  title to  the
Executive Stock to be  transferred free and clear  of all liens,  claims
and other encumbrances.
     (F)  Restrictions on Repurchase.   Notwithstanding anything to  the
contrary contained in this Plan, all  repurchases of Executive Stock  by
the Company shall be subject to applicable restrictions contained in the
Delaware  General  Corporation  Law  and   in  the  Company's  and   its
Subsidiaries' debt  and  equity  financing  agreements.    If  any  such
restrictions prohibit the repurchase of Executive Stock hereunder  which
the Company is  otherwise entitled to  make, the Company  may make  such
repurchases as soon as it is permitted to do so under such restrictions.
     6.   Administration of the Plan.   The Board  shall have the  power
and authority  to  prescribe, amend  and  rescind rules  and  procedures
governing the administration of this Plan, including, but not limited to
the full power and  authority (i) to interpret  the terms of this  Plan,
the terms of  any Options  granted under this  Plan, and  the rules  and
procedures established by the Board governing any such Options and  (ii)
to determine the rights of any person under this Plan, or the meaning of
requirements imposed by the terms of this Plan or any rule or  procedure
established by the Board.  Each action of the Board shall be binding  on
all persons.
<PAGE>     
     7.   Participation Rights.  At least thirty (30) days prior to  any
sale or  exchange (a  "Transfer") of  any class  of Common  Stock by  an
Investor (other than a  Transfer among the Investors  or an employee  of
the  Company  or  its  Subsidiary),  such  Investor  (the  "Transferring
Stockholder") will deliver a written notice  (the "Sale Notice") to  the
Company and the  holders of such  class of Executive  Stock (the  "Other
Stockholders"), specifying  in reasonable  detail  the identity  of  the
prospective transferee(s) and the terms and conditions of the  Transfer.
The Other  Stockholders may  elect to  participate in  the  contemplated
Transfer by delivering  written notice to  the Transferring  Stockholder
within thirty (30) days after delivery of the Sale Notice.  If any Other
Stockholders have elected to participate in  such Transfer, each of  the
Transferring Stockholder and such Other Stockholders will be entitled to
sell in the  contemplated Transfer, at  the same price  and on the  same
terms, a number of  shares of such  class of Common  Stock equal to  the
product of (i) the quotient determined by dividing the number of  shares
of such class  of Common  Stock owned by  such person  by the  aggregate
number of shares of such class of Common Stock owned by the Transferring
Stockholder and the  Other Stockholders participating  in such sale  and
(ii) the number of shares of  such class of Common  Stock to be sold  in
the contemplated Transfer.  Notwithstanding the foregoing, in the  event
that the  Transferring Stockholder  intends to  transfer more  than  one
class of  Common Stock,  the Other  Stockholders participating  in  such
transfer shall be required  to sell in the  contemplated Transfer a  pro
rata portion of  shares of all  classes of Common  Stock, which  portion
shall be determined  in the  manner set  forth immediately  above.   The
Transferring Stockholder  will  use  reasonable efforts  to  obtain  the
agreement of the prospective transferee(s)  to the participation of  the
Other Stockholders in  any contemplated Transfer,  and the  Transferring
Stockholder will not Transfer any of  its Securities to the  prospective
transferee(s) unless (i) the  prospective transferee(s) agrees to  allow
the participation of  the Other  Stockholders or  (ii) the  Transferring
Stockholder agrees to purchase  the number of  such class of  Securities
from the Other Stockholders which the Other Stockholders would have been
entitled to sell pursuant to the preceding sentence.
<PAGE>     
     8.   Anti-Dilution.
     (A) If and whenever  on or after the  date of adoption hereof,  the
Company issues  or sells,  or in  accordance with  this Paragraph  8  is
deemed to have  issued or sold,  any shares of  Common Stock  (including
shares held in  the Company's  treasury) ("New  Stock") some  or all  of
which are issued and/or sold, other  than pursuant to the terms  hereof,
to any  of the  Investors  or any  of  their affiliates  (the  "Existing
Stockholders"), then immediately upon such issuance or sale the  Company
shall, in a  written notice  (a "New  Stock Notice")  delivered to  each
Participant no later than the tenth  (10th) day following such  issuance
or sale,  offer for  sale to  each Participant  a number  of  additional
shares of Common Stock such that  the number of shares of Common  Stock,
plus the  number  of  unexercised  Options,  held  by  such  Participant
immediately after  such  issuance or  sale  (assuming purchase  by  such
Participant of such additional  shares) equals the  number of shares  of
Common Stock,  plus the  number of  unexercised  Options, held  by  such
Participant immediately prior to such issuance or sale multiplied by the
total number of shares of Common Stock deemed under this Paragraph 8  to
be outstanding immediately after such issuance  or sale, divided by  the
total number of shares of Common Stock deemed under this Paragraph 8  to
be outstanding immediately  prior to  such issuance  or sale.   The  New
Stock Notice shall state the number  of shares offered for sale to  such
Participant pursuant to this Paragraph 8,  the purchase price per  share
therefor, as determined pursuant to this  Paragraph 8, and the time  and
place for the  closing of  the purchase  in the  event such  Participant
accepts the offer.   The date  of such closing  shall be  not more  than
ninety (90) days following the issuance or sale of the New Stock.
     (B)  A Participant may elect to purchase all, none, or any  portion
not less than 20% of the  Common Stock offered for  sale in a New  Stock
Notice by  delivering  to  the Company  written  notice  thereof  within
fifteen (15) days following such Participant's receipt of such New Stock
Notice.  In  the event any  one or more  Participants elect to  purchase
less than all of the shares offered for sale to such Participants in New
Stock Notices with respect to a particular issuance or sale, the Company
shall make available any such shares  which such Participants elect  not
to purchase on a pro rata basis  to all other Participants, in a  manner
substantially similar to  that provided  in Paragraph  5(d) hereof  with
respect to Investors' Rights.
     (C)  For purposes of the computation referred to in this  Paragraph
8, the number of shares of  Common Stock outstanding shall be deemed  to
include all shares issuable to the holders of any securities exercisable
for, or convertible into, shares of  Common Stock.  For purposes of  the
computation of the consideration per share  received, as referred to  in
this Paragraph 8, the  consideration received upon  issuance or sale  of
securities shall be deemed to include the consideration received for all
securities issued  in the  same transaction  to the  same purchaser,  as
appropriate under the circumstances.  The Common Stock offered for  sale
pursuant to this  Paragraph 8  shall be  of the  same class  as the  New
Stock; and, if the New Stock is  comprised of Common Stock of more  than
one class, the stock offered for sale pursuant to this Paragraph 8 shall
be comprised of  the same  classes in the  same proportions  as the  New
Stock.  The purchase price per  share for Common Stock offered for  sale
pursuant to this Paragraph 8  shall be equal to  the price per share  at
which the New Stock is sold.
<PAGE>     
     (D)  The Existing Stockholders may, in their sole discretion, elect
to  fulfill  the  Company's  obligations  to  Participants  under   this
Paragraph 8 out of such Existing Stockholders' holdings of Common Stock.
In the event the Existing Stockholders fulfill the Company's obligations
to Participants under this  Paragraph 8 with respect  to an issuance  or
sale of Common Stock, the Company  shall have no further obligations  to
such Participants under this Paragraph 8  with respect to such  issuance
or sale.
     9.   Limitation on the Aggregate Number of  Shares.  The number  of
shares of Common Stock issued under this 1997 Plan (including the number
of shares of Common Stock with  respect to which Options may be  granted
under this  1997 Plan  (and which  may be  issued upon  the exercise  or
payment thereof)) shall not  exceed, in the  aggregate, 4,350 shares  of
Class L  Common  and 191,150  shares  of  Common (as  such  numbers  are
equitably adjusted pursuant to the terms hereof).  If any Options expire
unexercised or unpaid or  are canceled, terminated  or forfeited in  any
manner without the issuance of Common  Stock or payment thereunder,  the
shares with respect to  which such Options were  granted shall again  be
available under this  1997 Plan.   Similarly,  if any  shares of  Common
Stock issued hereunder,  either as Purchase  Stock or  upon exercise  of
Options, are repurchased hereunder, such shares shall again be available
under this 1997 Plan for reissuance as Executive Stock.  In addition, if
any party other  than the Company  purchases shares of  Common Stock  in
lieu of repurchase  by the  Company, the  Company will,  as promptly  as
legally permissible,  purchase  such shares  from  such party  and  such
shares shall again be available under  this 1997 Plan for reissuance  as
Executive Stock.   In  creating  this 1997  Plan,  the Company  and  its
stockholders believe that  sufficient shares of  Common Stock are  being
made available under this 1997 Plan to carry out the purposes  expressed
in Section 1 hereof  based upon the number  of key management  positions
and the specific  people filling those  positions at the  time that  the
Company acquired  Dade International,  Inc.   At  that time  there  were
certain positions which  the Company expected  to fill  within one  year
thereafter.  Over time, it may occur that the Company can be managed  on
a cost effective and more efficient basis with a smaller core management
team.  Should that occur, the  Board has reserved the right to  allocate
the Common Stock remaining available under  this 1997 Plan as a  further
incentive to existing core management.  Should new management  positions
be added beyond those which  existed as of the  date of this Plan,  when
the above  numbers  of  shares  were  determined,  the  Company's  Chief
Executive Officer will prepare a recommendation for the Board.  If there
are sufficient shares of Common Stock still remaining unallocated  under
the 1997  Plan, he  will  recommend that  the  person filling  such  new
position be allocated Common Stock from any shares available under  this
1997 Plan  at that  time.   Should there  be insufficient  Common  Stock
available, in the opinion of the  Chief Executive Officer, to carry  out
the purposes of this  1997 Plan, he shall  prepare a recommendation  for
the Board which the Board will consider for the purpose of amending this
1997 Plan to  increase the number  of shares of  Common Stock  available
hereunder in order that the individuals who fill such new positions  may
be added as Participants hereunder without consideration being given  to
the interests of then existing Participants.  Shares of Common Stock  to
be issued upon exercise of the Options  or shares of Common Stock to  be
sold directly hereunder  may be either  authorized and unissued  shares,
treasury shares, or a combination thereof, as the Board shall determine.
<PAGE>     
     10.  Incentive Stock  Options.   All  Incentive Stock  Options  (i)
shall have an exercise price per share of Common Stock of not less  than
100% of the fair market value of such  share on the date of grant,  (ii)
shall not be  exercisable more  than ten (10)  years after  the date  of
grant, (iii) shall not be transferable  other than by will or under  the
laws of  descent  and  distribution and,  during  the  lifetime  of  the
Participant to whom such  Incentive Stock Options  were granted, may  be
exercised  only  by   such  Participant  (or   his  guardian  or   legal
representative),  and  (iv)  shall   be  exercisable  only  during   the
Participant's employment  by  the  Company or  a  Subsidiary,  provided,
however, that the Board may, in its discretion, provide at the time that
an Incentive Stock Option  is granted that  such Incentive Stock  Option
may be  exercised for  a period  ending  no later  than either  (x)  the
termination of this 1997  Plan in the event  of the Participant's  death
while an employee of the company or a Subsidiary, or (y) the date  which
is three (3)  months after termination  of the Participant's  employment
for any  other reason.   The  Board's discretion  to extend  the  period
during which an Incentive Stock Option  is exercisable shall only  apply
if and to the extent that  (i) the Participant was entitled to  exercise
such option on the date of  termination, and (ii) such option would  not
have expired had the Participant continued to be employed by the Company
or a Subsidiary.  To the extent that the aggregate fair market value  of
stock with respect to which Incentive Stock Options are exercisable  for
the first  time  by any  individual  during any  calendar  year  exceeds
$100,000, such  options  shall  be treated  as  options  which  are  not
Incentive Stock Options.
     11.  Listing,   Registration   and   Compliance   with   laws   and
Regulations.  Each Option shall be subject to the requirement that if at
any time the Board shall determine, in its discretion, that the listing,
registration or qualification of the shares  subject to the Option  upon
any securities  exchange or  under any  state or  federal securities  or
other law or regulation, or the consent or approval of any  governmental
regulatory body,  is necessary  or desirable  as a  condition to  or  in
connection with the granting of such Option or the issue or purchase  of
shares thereunder, no  such Option may  be exercised or  paid in  Common
Stock  in  whole   or  in  part   unless  such  listing,   registration,
qualification, consent  or approval  (a "Required  Listing") shall  have
been effected or obtained, and the holder of the Option will supply  the
Company with such certificates,  representations and information as  the
Company shall request  which are  reasonably necessary  or desirable  in
order for  the  Company  to obtain  such  Required  Listing,  and  shall
otherwise cooperate with the Company in obtaining such Required Listing.
In the case of  officers and other persons  subject to Section 16(b)  of
the Securities Exchange Act  of 1934, as amended,  the Board may at  any
time impose any limitations upon the exercise of an Option which, in the
Board's discretion, are necessary or desirable  in order to comply  with
Section 16(b) and the rules and regulations thereunder.  If the Company,
as part of an  offering of securities or  otherwise, finds it  desirable
because of federal or state regulatory requirements to reduce the period
during which  any  Options may  be  exercised,  the Board  may,  in  its
discretion and without the consent of  the holders of any such  Options,
so reduce such period on  not less than 15  days' written notice to  the
holders thereof.
<PAGE>     
     12.  Cash Payments Upon Exercise.  Upon the written request of  the
holder of exercisable Options which are not Incentive Stock Options, the
Board may provide that such holder  shall, as soon as practicable  after
the exercise of the Options, receive, in lieu of any issuance of  Common
Stock, a cash payment in  such amount as the  Board and such holder  may
agree, but not more than the excess of the Fair Market Value of a  share
of Common Stock (on the date the holder recognizes taxable income)  over
the Option's exercise  price multiplied by  the number of  shares as  to
which the Option is exercised.
     13.  Adjustment for Change  in Common  Stock.   In the  event of  a
reorganization,   recapitalization,   stock   split,   stock   dividend,
combination of  shares, merger,  consolidation or  other change  in  the
Common Stock, the Board shall make appropriate changes in the number and
type of shares  authorized by  this 1997 Plan,  the number  and type  of
shares covered by outstanding Options and the prices specified therein.
     14.  Taxes.   The  Company  shall be  entitled,  if  necessary  or
desirable, to withhold (or secure payment from the 1997 Plan participant
in lieu of withholding) the amount  of any withholding or other tax  due
from the  Company  with respect  to  any amount  payable  and/or  shares
issuable under this 1997 Plan, and the Company may defer such payment or
issuance unless indemnified to its satisfaction.
     15.  Termination and Amendment.  The Board at any time may  suspend
or terminate this 1997 Plan and make such additions or amendments as  it
deems advisable under this 1997 Plan, except that they may not,  without
further approval by the Company's stockholders, (a) increase the maximum
number of shares  as to  which Options may  be granted  under this  1997
Plan, except pursuant to an express  provision hereof or (b) extend  the
term of this 1997 Plan; provided  that, subject to Paragraph 11  hereof,
the Board may not change  any of the terms  of a written agreement  with
respect to an Option between the  Company and the holder of such  Option
without the approval of the holder of such Option.  No Options shall  be
granted or shares  of Common Stock  issued hereunder  after February  5,
2007; provided  that,  if  the  term of  this  1997  Plan  is  otherwise
extended, no Incentive  Stock Options shall  be granted hereunder  after
February 5, 2007.                           
<PAGE>
Schedule A
Investors

Bain Capital Fund IV, L.P.
Bain Capital Fund IV-B, L.P.
BCIP Associates
BCIP Trust Associates, L.P.
Randolph Street Partners
GS Capital Partners, L.P.
Bridge Street Fund 1994, L.P.
Stone Street Fund 1994