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                                                                    EXHIBIT 10.6

                              TRIPATH IMAGING, INC.
                              780 Plantation Drive
                              Burlington, NC 27215

                                 August 3, 2004

[Name of Executive Officer]
[Address]
[City, State Zip Code]

Dear [________]:

      In recognition of the fact that your contributions to the past and future
growth and success of TriPath Imaging, Inc. (the "Company"), a Delaware
corporation, and its affiliates have been and are expected to be substantial, we
want to assure the Company of your continued services for the benefit of the
Company, particularly in the face of a change-in-control of the Company.

      This letter agreement (this "Agreement") therefore sets forth those
benefits which the Company will provide to you and your obligations to the
Company in the event your employment within the Company is terminated in
connection with a "Change in Control" (as defined in Section 2(i)) of the
Company under the circumstances described below.

1. TERM.

      This agreement shall expire on August 3, 2006; provided, however, that if
a Change in Control should occur while you are still an employee of the Company,
then this Agreement shall continue in effect from the date of such Change in
Control for so long as you remain an employee of the Company, but in no event
for more than twenty-four (24) months following such Change in Control (such
24-month period hereinafter called the "Change of Control Period"); provided,
further, if your employment is terminated by the Company without Cause (defined
below) prior to a Change in Control, this Agreement shall expire 180 days after
the date that your employment is terminated. In addition, this Agreement may be
terminated by the Company at any time prior to a Change of Control upon one
year's written notice to you. The termination or expiration of the term of this
Agreement shall not adversely affect your rights under this Agreement that have
accrued prior to any such termination or expiration, except to the extent
provided for in Section 7.

2. CHANGE IN CONTROL.

      (i) For purposes of this Agreement, a "Change in Control" means the
consummation and closing of an event or occurrence set forth in either or both
of clauses (a) and (b) below (including the consummation and closing of an event
or occurrence that constitutes a Change in Control under one clause but is
specifically exempted from the other clause):

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[Name of Executive Officer]
August 3, 2004
Page 2

            (a) the acquisition by an individual, entity or group (within the
meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934,
as amended (the "Exchange Act")) (a "Person") of beneficial ownership of any
capital stock of the Company if, after such acquisition, such Person
beneficially owns (within the meaning of Rule 13d-3 promulgated under the
Exchange Act) 50% or more of either (A) the then-outstanding shares of common
stock of the Company (the "Outstanding Company Common Stock") or (B) the
combined voting power of the then-outstanding securities of the Company entitled
to vote generally in the election of directors (the "Outstanding Company Voting
Securities"); provided, however, that for purposes of this paragraph (a), the
following acquisitions shall not constitute a Change in Control: (I) any
acquisition directly from the Company (excluding an acquisition pursuant to the
exercise, conversion of exchange of any security exercisable for, convertible
into or exchangeable for common stock or voting securities of the Company,
unless the Person exercising, converting or exchanging such security acquired
such security directly from the Company or an underwriter or agent of the
Company), (II) any acquisition by the Company, (III) any acquisition by any
employee benefit plan (or related trust) sponsored or maintained by the Company
or any corporation controlled by the Company, or (IV) any acquisition by any
corporation pursuant to a transaction which complies with subclause (A) of
clause (b) of this Section 2(i); or

            (b) the consummation of a merger, consolidation, reorganization,
recapitalization or statutory share exchange involving the Company or a sale,
lease, exchange or other disposition of all or substantially all of the assets
of the Company (a "Business Combination"), unless, immediately following such
Business Combination, (A) all or substantially all of the individuals and
entities who were the beneficial owners of the Outstanding Company Common Stock
and Outstanding Company Voting Securities immediately prior to such Business
Combination beneficially own, directly or indirectly, more than 50% of the
then-outstanding shares of common stock and the combined voting power of the
then outstanding securities entitled to vote generally in the election of
directors, respectively, of the resulting or acquiring corporation in such
Business Combination (which shall include, without limitation, a corporation
which as a result of such transaction owns the Company or substantially all of
the Company's assets either directly or through one or more subsidiaries) (such
resulting or acquiring corporation is referred to herein as the "Acquiring
Corporation") in substantially the same proportions as their ownership,
immediately prior to such Business Combination, of the Outstanding Company Stock
and Outstanding Company Voting Securities, respectively.

3. TERMINATION FOLLOWING CHANGE IN CONTROL.

      If a Change in Control shall have occurred while you are still an employee
of the Company, or after events and within the time period as stated in Section
3(vi), you shall be entitled to the payments and benefits provided in Section 4
hereof upon the subsequent termination of your employment within twenty-four
(24) months of such Change in Control, by you or by the Company unless such
termination is (a) by the Company for "Cause" (as defined below), or (b) by you
other than for "Good Reason" (as defined below), in any of which events you
shall not be entitled to receive benefits under this Agreement.

      (i) "Disability". If, as a result of your incapacity due to physical or
mental illness, you shall have been deemed "disabled" by (A) the institution
appointed by the Company to

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[Name of Executive Officer]
August 3, 2004
Page 3

administer the Company's long-term disability plan (or successor plan) for your
benefit or, (B) in the absence of such an institution or in the event that you
are not covered by a long-term disability plan of the Company, the Company
acting in good faith.

      (ii) "Cause". For the purpose of this Agreement, the Company shall have
"Cause" to terminate your employment upon:

            (a) The willful and continued failure by you substantially to
perform your duties with the Company (other than any such failure resulting from
your incapacity due to physical or mental illness or any failure resulting from
your terminating your employment with the Company for "Good Reason" (as defined
below));

            (b) Willful gross misconduct or dishonesty, including fraud or
embezzlement related to the performance of your duties with the Company or that
which would be reasonably likely to cause, as determined in good faith by the
Board of Directors of the Company: (A) a material adverse affect on the business
or reputation of the Company, or (B) expose the Company to a material risk of
civil or criminal legal damages, liabilities or penalties; or

            (c) Conviction (or a plea of guilty or no contest) of a felony or a
crime involving moral turpitude.

      (iii) "Good Reason". You may terminate your employment for Good Reason.
For purposes of this Agreement, "Good Reason" shall mean without your express
written consent:

            (a) The material diminution of your duties with the Company from
those in effect immediately prior to the Change in Control;

            (b) A continuing requirement that you perform duties that are
materially inconsistent with and which would have a material adverse impact on
your title, position, authority, duties or responsibilities in effect
immediately prior to the Change in Control;

            (c) A reduction by the Company in your base salary as in effect
immediately prior to the Change in Control;

            (d) A reduction in the level of your bonus opportunities or the
degree of probability of your attainment of such opportunities as in effect
immediately prior to the Change in Control, unless there is a corresponding
increase in your base salary or your equity compensation opportunities;
provided, however, that this clause shall not prohibit the Board or the
Company's Compensation Committee from changing the general business criteria or
specific performance goals used to establish or determine bonus opportunities in
a manner consistent with this clause;

            (e) A material reduction in your health, disability, life insurance,
or retirement benefits as in effect immediately prior to the Change in Control
determined in the aggregate; provided, however, that any changes in insurance
companies, co-payments, deductibles,

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[Name of Executive Officer]
August 3, 2004
Page 4

premiums, or coverages shall not constitute a material reduction if such changes
are generally applicable to all full-time employees of the Company.

            (f) Any requirement by the Company that the location at which you
perform your principal duties for the Company be changed to a new location that
is more than 100 miles from the location at which you perform your principal
duties for the Company immediately prior to the Change in Control; or

            (g) Any failure by the Company to comply with and satisfy Section
14(i) of this Agreement.

      (iv) Notice of Termination. Any termination by the Company pursuant to
subparagraphs (i) or (ii) above or by you pursuant to subparagraph (iii) above
shall be communicated by written Notice of Termination to the other party
hereto. For purposes of this Agreement, a "Notice of Termination" shall mean a
notice which shall indicate the specific termination provision in this Agreement
relied upon and shall set forth in reasonable detail the facts and circumstances
claimed to provide a basis of your termination under the provision so indicated.
If you are terminating your employment pursuant to subparagraph (iii) above, the
Notice of Termination shall be delivered to the Company within thirty (30) days
following the date on which the facts and circumstances existed that gave rise
to your right to terminate your employment for Good Reason and at least ten (10)
business days prior to your proposed Date of Termination. Such notice shall
indicate the specific provision or provisions in this Agreement upon which you
have relied to make such determination and shall set forth in reasonable detail
the facts and circumstances claimed to provide a basis for such determination.
If the facts and circumstances that give rise to your right to terminate for
Good Reason present a curable condition, the Company shall have ten (10)
business days after receipt of the Notice of Termination to cure such condition.

      (v) Date of Termination. "Date of Termination" shall mean:

            (a) If this Agreement is terminated for Disability, thirty days
after Notice of Termination is given (provided that you shall not have returned
to the performance of your duties on a full-time basis during such thirty-day
period),

            (b) If your employment is terminated pursuant to subparagraph (iii)
above, the date specified in the Notice of Termination, which shall be no less
than ten (10) business days after the date on which the Notice of Termination is
delivered; and

            (c) If your employment is terminated for any other reason, the date
on which a Notice of Termination is given (or, if a Notice of Termination is not
given, the date of such termination).

      (vi) Termination in Anticipation of a Change in Control. If your
employment is terminated by the Company without Cause within 180 days prior to a
Change of Control and such termination (i) was at the request of a third party
who had indicated an intention or had taken steps reasonably calculated to
effect a Change of Control and who subsequently effectuates

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[Name of Executive Officer]
August 3, 2004
Page 5

a Change of Control or (ii) otherwise occurred as a condition to, or in
anticipation of, a Change of Control which actually occurs, then for all
purposes of this Agreement, the date of a Change of Control for purposes of this
Agreement shall mean the date immediately prior to the date of such termination
of your employment and shall entitle you to the benefits provided under Section
4 of this Agreement as though it were a termination without Cause after a Change
in Control.

4. COMPENSATION UPON DEATH, DURING DISABILITY OR UPON TERMINATION IN CONNECTION
WITH A CHANGE IN CONTROL.

      (i) If, after a Change in Control, your employment is terminated by reason
of your death, your legal representatives shall receive an amount equal to the
payments described in Section 4(iv)(a) below. Additionally, your eligible
dependents may elect to continue their health care benefits under COBRA, as
described in and in accordance with Section (4)(iv)(b) below. Notwithstanding
anything herein to the contrary, all payments made pursuant to Section 4(iv)(a)
and any cash payments made pursuant to Section 4(iv)(b), if any, shall be paid
in accordance with the Company's regular payroll practices applicable to you for
a period of twelve (12) months following your death, with the remaining balance
paid in a lump sum at the end of the twelfth month following your death, less
applicable tax withholding, beginning with the next regular pay date applicable
to you following your death.

      (ii) If, after a Change in Control, you shall fail to perform your duties
hereunder as a result of incapacity due to Disability, you shall (I) continue to
receive your full base salary at the rate then in effect until your Date of
Termination (and, if the Company maintains a long-term disability plan, you
shall be eligible for coverage thereunder in accordance with the terms thereof
and subject to the satisfaction of all applicable conditions, including without
limitation the timely filing of a notice of claim) and (II) continue to be
eligible to receive the health care benefits under COBRA and other insurance
benefits, as described in and in accordance with Section 4(iv)(b) below.

      (iii) If, after a Change in Control, your employment shall be terminated
for Cause, the Company shall pay you for your full base salary through the Date
of Termination at the rate in effect at the time Notice of Termination is given
and the Company shall have no further obligations to you under this Agreement.

      (iv) If, after a Change in Control, the Company shall terminate your
employment, other than pursuant to Section 3(iii) hereof, or you shall terminate
your employment for Good Reason, then, subject to Section 7:

            (a) The Company shall pay you: (I) eighteen (18) months (the
"Severance Period") of salary continuation at your base rate in effect at the
time of your termination in accordance with the Company's regular payroll
practices plus (II) an amount equal to 1.5 times the bonus (if any) you received
for the last fiscal year prior to your Date of Termination plus (III) an amount
equal to 100% of your target bonus for the fiscal year in which the Date of
Termination occurs, pro rated for the number of days worked by you during such
fiscal year, including the Date of Termination (the "Severance Payments"). All
payments described in this subparagraph (a) shall be paid in cash by the Company
to you in accordance with the Company's

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[Name of Executive Officer]
August 3, 2004
Page 6

regular payroll practices applicable to you, less applicable tax withholding,
beginning with the next regular pay date applicable to you following your Date
of Termination;

            (b) You shall have the opportunity to continue your group health
care benefits, and those of your eligible dependents, in accordance with COBRA.
During the eighteen (18) calendar months following the month in which you
terminate employment with the Company, the Company shall make any necessary
payments or adjustments such that you shall have the opportunity to continue
these group health care benefits at the applicable employee premium rate in
effect at the time of your termination of employment. In the event that the
Company's insurance company is unable or unwilling to provide the group health
care benefits, or if you become entitled to Severance Payments as a result of a
termination in anticipation of a Change in Control as described in Section 3(vi)
hereof and you do not elect COBRA coverage at the time of your termination, then
the Company shall provide you with monthly cash payments equal to the cost of
providing such coverage to its employees generally. In addition, for the
eighteen (18) calendar months following the month in which you terminate
employment (except if such termination is as a result of your death), the
Company shall provide you with group term life insurance and accidental death
and dismemberment coverage substantially similar to the coverage in effect
immediately prior to your termination of employment; provided, however, if the
Company's insurance company is unable or unwilling to provide the coverage, or
if you become entitled to Severance Payments as a result of a termination in
anticipation of a Change in Control as described in Section 3(vi) hereof, then
the Company shall provide you with monthly cash payments equal to the cost of
providing such coverage to its employees generally. You shall be responsible for
such co-payments and other deductions and premiums to the same extent that you
were responsible prior to your termination of employment. Notwithstanding the
foregoing, (I) the group health care benefits, including the Company's subsidy,
may be terminated sooner to the extent permitted by COBRA if you or your
dependents obtain other group health plan coverage, and (II) the Company shall
not provide any such life insurance or accidental death and dismemberment
insurance benefits to you to the extent that an equivalent benefit is received
by you from another employer during such period, and you shall report any such
benefit actually received by you to the Company; and

            (c) the exercisability of all outstanding stock options, restricted
stock, stock appreciation rights and other equity awards then held by you shall
accelerate in full; and

            (d) the time period for exercising any non-qualified stock options
and stock appreciation rights following a termination of your employment without
Cause, as set forth in the applicable award agreement, shall be extended from
three (3) months to the shorter of (I) twelve (12) months or (II) the remaining
balance of the term of such award; and

            (e) you shall be permitted to request of the Company that the time
period for exercising any incentive stock options following a termination of
your employment without Cause, as set forth in the applicable award agreement,
shall be extended from three (3) months to the shorter of (I) twelve (12) months
or (II) the remaining balance of the term of such option.

      (v) You shall not be required to mitigate the amount of any payment
provided for in this Section 4 by seeking other employment or otherwise, nor
shall the amount of any payment

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[Name of Executive Officer]
August 3, 2004
Page 7

provided for in this Section 4 be reduced by any compensation earned by you as
the result of employment by another employer after the Date of Termination, or
otherwise, except to the extent provided in Section 4(iv)(b).

      (vi) The Severance Payments and other benefits described in this Section 4
shall be the only severance payments you are to receive in the event of a
termination of your employment following a Change of Control and you agree you
shall not be entitled to any additional payments or benefits not otherwise
described in this Agreement. You hereby acknowledge and agree that you are not
eligible to be a "Participant" in the TriPath Imaging, Inc. Employee Retention
Plan. Any payments or benefits received under this Agreement shall not be taken
into account for purposes of determining benefits under any other employee
benefit plan of the Company or any affiliate, except to the extent required by
law, or as otherwise expressly provided by the terms of such other plan.

5. LIMIT ON PARACHUTE PAYMENTS.

      In the event that any payment or benefit received or to be received by you
in connection with a Change in Control or the termination of your employment
(whether pursuant to the terms of this Agreement or any other plan, arrangement
or agreement with the Company, any person whose actions result in a Change in
Control or any person affiliated with the Company or such person) (collectively
"Parachute Payments") would not be deductible (in whole or part) as a result of
section 280G of the Internal Revenue Code of 1986, as amended by the Company, an
affiliate or other person making such payment or providing such benefit, the
Parachute Payments shall be reduced until no portion of the Parachute Payments
is not deductible.

6. CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL.

      You, by your execution hereof, (i) hereby irrevocably submit to the
exclusive jurisdiction of the state courts of the State of North Carolina (or
any other state in which the Company or any successor maintains its
headquarters) for the purpose of any claim or action arising out of or based
upon this Agreement or relating to the subject matter hereof, (ii) hereby waive,
to the extent not prohibited by applicable law, and agree not to assert by way
of motion, as a defense or otherwise, in any such claim or action, any claim
that you are not subject personally to the jurisdiction of the above-named
courts, that your property is exempt or immune from attachment or execution,
that any such proceeding brought in the above-named court is improper, or that
this Agreement or the subject matter hereof may not be enforced in or by such
courts, and (iii) hereby agree not to commence any claim or action arising out
of or based upon this Agreement or relating to the subject matter hereof other
than before the above-named courts nor to make any motion or take any other
action seeking or intending to cause the transfer or removal of any such claim
or action to any court other than the above-named courts whether on the grounds
of inconvenient forum or otherwise. You hereby consent to service of process in
any such proceeding in any manner permitted by North Carolina law (or the law of
such other state in which the Company or any successor maintains its
headquarters), and agree that service of process by registered or certified
mail, return receipt requested, at your address specified on the first page
hereof is reasonably calculated to give actual notice. You hereby irrevocably
waive

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[Name of Executive Officer]
August 3, 2004
Page 8

any right to a trial by jury in any action, suit, or other proceeding arising
under or relating to any provisions of this Agreement.

7. OBLIGATIONS DURING THE CHANGE OF CONTROL PERIOD AND FOLLOWING TERMINATION.

      You and the Company have previously entered into a Non-Competition
Agreement dated [_________] (the "Non-Competition Agreement") and an Employee
Non-Disclosure and Inventions Agreement dated [__________] (the "NDA"; the
Non-Competition Agreement and the NDA collectively referred to as the "Prior
Agreements") both attached hereto on Schedule A, which impose upon you certain
obligations including, but not limited to, non-competition with the Company,
non-solicitation of employees and customers and confidentiality of Company
information. Such Prior Agreements shall remain in full force and effect upon
the execution of this Agreement except that they shall be superceded by this
Agreement during the Change of Control Period. If the Change of Control Period
expires and you remain employed by the Company thereafter, this Agreement shall
have terminated and the Prior Agreements and their terms shall continue to
govern your obligations during and following termination of your employment.
Notwithstanding anything herein to the contrary, your right to receive any
payments or benefits under this Agreement shall be conditioned upon and subject
to your compliance with your obligations as described in this Section 7, which
obligations shall survive the termination or expiration of this Agreement
according to their respective terms. You hereby agree that any breach of the
provisions of this Section 7 by you will entitle the Company to terminate this
Agreement and to cease all payments and benefits hereunder. Any payments you may
receive pursuant to the Prior Agreements shall offset on a dollar-for-dollar
basis any obligations of the Company or any affiliate to make payments to you
under this Agreement.

      (i) Confidentiality.

            (a) Proprietary Information. In the course of your service to the
Company and its affiliates, you will have access to confidential intellectual
property, confidential specifications, know-how, inventions, testing methods,
strategic or technical data, marketing research data, product research and
development data, manufacturing techniques, financial performance, confidential
customer lists, costs, sources of supply and trade secrets, names and addresses
of the people and organizations with whom the Company and its affiliates have
business relationships and such relationships, and special needs of customers of
the Company and its affiliates, as well as other confidential business
information, all of which are confidential and may be proprietary and are owned
or used by the Company or its affiliates. Such information shall hereinafter be
called "Proprietary Information" and shall include any and all items enumerated
in the preceding sentence and coming within the scope of the business of the
Company or its affiliates as to which you may have access, whether conceived or
developed by others or by you alone or with others during the period of your
service to the Company or its affiliates, whether or not conceived or developed
during regular working hours. The term "Proprietary Information" also shall be
deemed to include comparable information that the Company or any of its
affiliates have received belonging to others or which was received by the
Company or any of its affiliates with any understanding that it would not be
disclosed. Proprietary Information may be contained in various media, including
without limitation, patent

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[Name of Executive Officer]
August 3, 2004
Page 9

applications, computer programs in object and/or source code, flow charts and
other program documentation, manuals, plans drawings, designs, technical and
scientific specifications, laboratory notebooks, supplier and customer lists,
internal financial and business data and other documents and records of the
Company and its affiliates. Proprietary Information shall not include any
information which (I) is in the public domain prior to the execution of the NDA
and this Agreement, (II) entered the public domain after the time of its
disclosure under the NDA or this Agreement through means other than an
unauthorized disclosure resulting from an act or omission by you, (III) was
independently developed or discovered by you prior to the time of disclosure
under the NDA, or (IV) is required to be disclosed to comply with applicable
laws or regulations, or with a court or administrative order, provided that the
Company is notified prior to such disclosure and has the opportunity to take any
actions it deems appropriate to obtain confidential treatment for such
disclosure and, if possible, to minimize the extent of such disclosure.

            (b) You shall not during the term of your employment with the
Company or any time thereafter, regardless of the reason for termination of your
employment (a) disclose, directly or indirectly, any Proprietary Information to
any person other than the Company or authorized employees thereof at the time of
such disclosure, or such other persons to whom you have been specifically
instructed to make disclosure by management of the Company and in all such cases
only to the extent required in the course of your service to the Company or (b)
use any Proprietary Information, directly or indirectly, for your own benefit or
for the benefit of any other person or entity.

            (c) All notes, letters, documents, records, tapes and other media of
every kind and description relating to the business, present or otherwise, of
the Company or its affiliates and any copies, in whole or in part, thereof
(collectively, the "Documents"), whether or not prepared by you, shall be the
sole and exclusive property of the Company. You shall safeguard all Documents
and shall surrender to the Company at the time your employment terminates, or at
such earlier time or times as management of the Company may specify, all
Documents then in your possession or control.

      (ii) Non-Competition; Non-Hire; Non-Solicitation.

            (a) During the Severance Period, you will not engage or participate
in, directly or indirectly, as principal, agent, employee, employer, consultant,
investor or partner, or assist in the management of, or own any stock or any
other ownership interest in (excluding ownership of not more than one (1%)
percent of the voting stock of any publicly held corporation), any business
which is Competitive with the Company (as defined below).

                  (1) A business shall be considered "Competitive with the
Company" if it is engaged in any business, venture or activity, or is developing
any product, in the Restricted Area (as defined below) which competes, plans to
compete or upon commercialization, would compete, with any business, product,
venture or activity being developed, conducted or proposed to be conducted (as
evidenced by the Company's internal written business plans or memoranda) by the
Company, or any group, division or affiliate of the Company, determined as of
the date of the Change in Control.

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[Name of Executive Officer]
August 3, 2004
Page 10

                  (2) The "Restricted Area" shall mean the United States of
America, Canada, and any other geographic area where the Company, or any group,
division or affiliate of the Company, is conducting, or has proposed to conduct
(as evidenced by the Company's internal written business plans or memoranda),
any business, venture or activity, determined as of the date of the Change in
Control.

            (b) During the term of your employment and during the Severance
Period, you will not hire any officer, director, consultant, executive or
employee of the Company or any of its affiliates, nor will you solicit or
attempt to solicit any such person to leave his or her engagement with the
Company or such affiliate. During the term of your employment and during the
Severance Period, you will not call upon, solicit, divert or attempt to solicit
or divert from the Company or any of its affiliates any of their customers or
suppliers or potential customers or suppliers of whose names you were aware
during your employment with the Company.

            (c) During the Severance Period you shall notify the Company of any
change of address and of any subsequent employment (stating the name and address
of the employer and the nature of the position) or any other business activity.

      (iii) Non-Disparagement. During the term of your employment and for five
(5) years thereafter, you shall not disparage, deprecate, or make any comments
or take any other actions, directly or indirectly, that could reflect adversely
on the Company, its affiliates or its officers, directors, employees or agents
or adversely affect their business reputation or goodwill.

      (iv) Release and Waiver of Claims. Upon your termination following a
Change in Control, and in consideration of the benefits provided to you under
the terms of this Agreement, you hereby agree to execute the Release and Waiver
of Claims attached hereto as Exhibit A.

8. CONFLICT AMONG AGREEMENTS OR BENEFIT PLANS.

      In the event of any conflict between the provisions of this Agreement and
the terms of any other agreement or any benefit plan under which you are
entitled to receive payments or benefits, or any agreement, instrument, other
document or undertaking between you and the Company, unless otherwise
specifically provided herein, the provisions of this Agreement shall control.

9. DEDUCTION; WITHHOLDING; SET-OFF.

      Notwithstanding any other provision of this Agreement, any payments or
benefits hereunder shall be subject to the withholding of such amounts, if any,
relating to tax and other payroll deductions as the Company reasonably
determines it should withhold pursuant to any applicable law or regulation. The
amounts due and payable under Section 4 shall at all times be subject to the
right of set-off of the Company for any amounts or debts incurred and owed by
you to the Company whether during your employment or after the Date of
Termination.

10. LEGAL FEES.

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[Name of Executive Officer]
August 3, 2004
Page 11

      If any contest or dispute shall arise between you and the Company
regarding or as a result of any provision of this Agreement, the Company shall
reimburse you for all reasonable attorney's fees and legal expenses incurred by
you up to a maximum of $15,000.00 in connection with such contest or dispute,
but only if you are successful with respect to substantially all of your
material claims pursued or defended in connection with such contest or dispute.
Such reimbursement shall be made as soon as practicable following the final
adjudication (not subject to further appeal) by a court or arbitrator, or by
settlement of the dispute to the extent that the Company receives reasonable
written evidence of such fees and expenses.

11. LITIGATION AND REGULATORY COOPERATION.

      You agree to cooperate fully with the Company or any related entity in the
defense or prosecution of any claims or actions now in existence or which may be
brought in the future against or on behalf of the Company or any related entity
that relate to events or occurrences that transpired during your employment with
the Company. Your full cooperation in connection with such claims or actions
shall include, but not be limited to, being available to meet with counsel to
prepare for discovery or trial and to act as a witness on behalf of the Company
at mutually convenient times. In scheduling your time to prepare for discovery
or trial, the Company shall attempt to minimize interference with any other
employment obligations that you may have. You also shall cooperate with the
Company in connection with any investigation or review of any foreign, federal,
state or local regulatory authority as any such investigation or review relates
to events or occurrences that transpired while you were employed by the Company.
The Company shall reimburse you for any reasonable out-of-pocket expenses
incurred in connection with any litigation and regulatory cooperation provided
under this Section 11 after your Date of Termination. In the event that you are
named personally in any legal proceeding relating to your activities on behalf
of the Company, you will be eligible for indemnification to the extent permitted
by the Company's By-laws and other governance documents, as well as the
Company's liability insurance policies, as in effect at the time you make a
claim for indemnification.

12. NOTICE.

      For the purpose of this Agreement, notices and all other communications
provided for in this Agreement shall be in writing and shall be delivered to
each party at each party's respective address set forth on the first page of
this Agreement, and shall be deemed effectively given or delivered: (i) upon
personal delivery to the party to be notified, (ii) three (3) days after having
been sent by registered or certified mail, return receipt requested, postage
prepaid, or (iii) one (1) business day after deposit with a nationally
recognized overnight courier, specifying next day delivery, with written
verification of receipt; provided that all notices to the Company should be
directed to the attention of the Chairman of the Board of the Company, with a
copy to the General Counsel of TriPath Imaging, Inc.

13. ENTIRE AGREEMENT.

<PAGE>

[Name of Executive Officer]
August 3, 2004
Page 12

      Except for the Prior Agreements, this Agreement represents the entire
agreement of the parties with respect to the subject matter hereof and, except
to the extent provided for herein, supersedes any other agreement between the
parties with respect to such subject matter.

14. SUCCESSORS; BINDING AGREEMENT.

      (i) The Company shall require any successor (whether direct or indirect,
by purchase, merger, consolidation or otherwise) to all or substantially all of
the business or assets of the Company to expressly assume and agree to perform
this Agreement in the same manner and to the same extent that the Company would
be required to perform it if no such succession had taken place. Failure of the
Company to obtain such assumption and agreement prior to the effectiveness of
any such succession shall be a breach of this Agreement and shall entitle the
Executive to compensation from the Company or its successor in the same amount
and on the same terms as he would be entitled to hereunder if he terminates his
employment for Good Reason following a Change in Control, except that for
purposes of implementing the foregoing, the date on which any such succession
becomes effective shall be deemed the Date of Termination. As used in this
Agreement, "Company" shall mean the Company as hereinbefore defined and any
successor to its business or assets as aforesaid which assumes and agrees to
perform this Agreement by operation of law, or otherwise.

      (ii) This Agreement shall inure to the benefit of and be enforceable by
your personal or legal representatives, executors, administrators, successors,
heirs, distributees, devisees and legatees.

15. COUNTERPARTS.

      This Agreement may be executed in one or more counterparts, each of which
shall be deemed to be an original but all of which together will constitute one
in the same instrument.

16. MISCELLANEOUS.

      (i) Nothing contained in this Agreement, nor any action taken hereunder,
shall be construed as a contract of employment, or as giving you any right to be
retained as an employee of the Company. Your employment will remain at-will and
your obligations under this Agreement shall not be affected by any change in
your position, title or function with, or compensation by the Company.

      (ii) No provision of this Agreement may be modified, waived, or discharged
unless such waiver, modification, or discharge is agreed to in writing signed by
you and such officer as may be specifically designated by the Board of Directors
of the Company.

      (iii) No waiver by either party hereto at any time of any breach by the
other party hereto of, or compliance with, any condition or provision of this
Agreement to be performed by such other party shall be deemed a waiver of
similar or dissimilar provisions or conditions at the same or at any time prior
to subsequent time.

<PAGE>

[Name of Executive Officer]
August 3, 2004
Page 13

      (iv) The validity, interpretation, construction and performance of this
Agreement shall be governed by the laws of the State of North Carolina.

      (v) The invalidity or unenforceability of any provision of this Agreement
shall not affect the validity or enforceability of any other provision of this
Agreement, which shall remain in full force and effect.

      (vi) Your rights to payments or benefits under this Agreement shall not be
made subject to option or assignment, either by voluntary or involuntary
assignment or by operation of law, including (without limitation) bankruptcy,
garnishment, attachment or other creditor's process, and any action in violation
of this Section 16(vi) shall be void.

             [The remainder of this page intentionally left blank.]

<PAGE>

[Name of Executive Officer]
August 3, 2004
Page 14

      If this Agreement correctly sets forth our agreement on the subject matter
hereof, kindly sign and return to the Company the enclosed copy of this
Agreement which will then constitute our agreement on this subject.

                                   Sincerely,

                                   TRIPATH IMAGING, INC.

                                   _____________________________________________
                                   Name:  Paul R. Sohmer, M.D.
                                   Title: President, Chief Executive Officer and
                                          Chairman

I acknowledge receipt and agree with the foregoing terms and conditions.

_______________________
Name: [_______________]

<PAGE>

                                    EXHIBIT A

                          RELEASE AND WAIVER OF CLAIMS

      In exchange for good and valuable consideration, the sufficiency of which
is hereby acknowledged, I ______________, on behalf of myself, my executors,
heirs, administrators, assigns and anyone else claiming by, through or under me,
irrevocably and unconditionally, release, and forever discharge TriPath Imaging,
Inc., its directors, officers, employees, agents and predecessors, successors,
assigns and related and affiliate entities (collectively, the "Company"), from,
and with respect to, any and all debts, demands, actions, causes of action,
suits, covenants, contracts, wages, bonuses, damages and any and all claims,
demands, liabilities, and expenses (including attorneys' fees and costs)
whatsoever of any name or nature both in law and in equity ("Claim") which I now
have, ever had or may in the future have against the Company by reason of any
matter, cause or thing which has happened, developed or occurred before the
signing of this Release, including, but not limited to, any and all suits in
tort or contract, and any Claims or suits relating to salary, wages, bonuses and
commissions, the breach of an oral or written contract, misrepresentation,
defamation, and interference with prospective economic advantage, interference
with contract, intentional and negligent infliction of emotional distress,
negligence, breach of the covenant of good faith and fair dealing, and Claims
arising out of, based on, or connected with my employment by the Company and the
termination of that employment including any causes of action or Claims for
unlawful employment discrimination of any kind, arising under or based on Title
VII of the Civil Rights Act of 1964, as amended; the Age Discrimination in
Employment Act, as amended; the Equal Pay Act of 1963; the NC Wage and Hour Act;
the NC Handicapped Persons Protection Act; the NC Equal Employment Practices
Act; the NC Retaliatory Employment Discrimination Act and any other state or
federal equal employment opportunity or anti-discrimination law, policy, order
or regulation affecting or relating to Claims or rights of employees, which I
ever had, now have, or claim to have against the Company; provided, however,
that this Release shall expressly not apply to, and I am not waiving, any claims
that I may have against the Company with respect to or arising in connection
with that certain Change of Control Letter Agreement between the Company and me
dated as of August 3, 2004.

      I understand that this is a full and general release and includes any
claim under the Age Discrimination in Employment Act. I acknowledge that I have
been advised in writing to consult with legal counsel before signing this
Release. I was given a period of at least twenty-one days to consider signing
this release and I have seven days from the date of signing to revoke my
acceptance.

      I have read the general release, fully understand it and freely and
knowingly agree to its terms.

      Dated this ____ day of ____________, 200_.

                                                        ________________________
                                                        By:

<PAGE>

                                   SCHEDULE A

                                PRIOR AGREEMENTS