Exhibit 10.36


15 November 2001

Dr. F. John Mills
[ADDRESS INTENTIONALLY LEFT BLANK]

         Re:  Amendment and Restatement of Employment Relationship
              ----------------------------------------------------

Dear John:

We understand your desire to resign from your positions as an executive officer
of Covance Inc. and its subsidiaries and affiliates including, without
limitation, your position as a Senior Vice President of Covance Inc.
("Covance"). Nonetheless, we would like to continue to retain your services for
an additional year beyond your resignation and you have agreed to be available
for the provision of such services. Therefore, in consideration of the premises
and covenants herein contained, we hereby agree as follows:

         1)       Resignation and Services. You agree to resign from all
director and officer positions currently held by you with Covance or any of its
affiliates effective December 31, 2001. You agree to continue in the employ of
Covance through January 3, 2003 (the "Term") as an advisor to me and to your
successor(s) at the Central Lab provided that your continued employment shall be
subject to the following:

                  (a)      During the Term you will be paid your current annual
                           salary of $275,834;
                  (b)      On or about March 15, 2002, you will be paid your
                           variable compensation bonus applicable to the year
                           2001 with payment equal to the product of your bonus
                           target times your salary;
                  (c)      You will not receive and waive any and all rights in
                           and to the payment of $125,000 which would otherwise
                           have been due to you under the letter dated 15 May
                           2000;
                  (d)      You will not receive and waive any and all rights in
                           and to any bonus payments applicable to performance
                           in 2002 nor will any additional option or stock
                           grants be provided to you; and
                  (e)      During the Term, you will continue to be eligible for
                           participation in employee benefit plans including
                           medical, dental, life insurance, disability, 401(k)
                           savings plan, and Employee Stock Purchase Plan, and,
                           for the calendar year 2002, you will also be eligible
                           to receive your car allowance and tax/financial
                           planning allowance.

         2)       Expiration of Term. Upon the expiration of the Term:

                  (a)      You will receive payment for all of your accrued and
                           unused vacation.
<PAGE>

                  (b)      You will have an opportunity to make a COBRA election
                           for continued coverage under Covance's medical and
                           dental insurance plans in effect at the time.
                  (c)      you will execute a release in favor of Covance in the
                           form annexed hereto as Exhibit A.

         3)       Effect on Other Agreements. Your execution hereof constitutes
your agreement that, except as specifically described in Section 1 above, you
are no longer entitled to any of the benefits outlined in the Employment Letter
Agreement dated August 1, 1999 as amended March 31, 2000 or under the Employment
Agreement - I with Covance Central Laboratory Services Inc. or the Employment
Agreement - with Covance each of which is dated April 8, 1998. Nothing contained
herein shall impact or diminish any of your obligations under your
Confidentiality and Non-Competition Agreement dated April 9, 1998. Specifically,
the "Period" as defined in such Confidentiality and Non-Competition Agreement
shall commence on January 1, 2002 and expire upon the expiration of the Term.

         4)       Condition to Effectiveness. The terms of this Letter Agreement
are subject in all respects to the approval of the Compensation and Organization
Committee of the Board of Directors of Covance. In addition, Employee has 21
days from the date Employee received this document in which to execute this
Agreement. Employee is encouraged to consult an attorney regarding this
document. In the event that Employee has not returned a signed copy of this
Agreement to Covance within 21 days of receipt, Covance assumes that Employee
has elected not to sign this Agreement. If Employee signs this Agreement,
Employee has an additional 7 days from the date of signing in which Employee may
revoke the Agreement (referred to as the Revocation Period). Employee may revoke
this Agreement only by delivering to Covance a written statement that Employee
revokes this Agreement. This Agreement will not become effective or enforceable
until the Revocation Period has expired and Employee has not revoked the
Agreement. Employee will not receive any payments or benefits after January 1,
2002 unless (a) Employee has returned a signed copy of this Agreement to Covance
and not revoked it, and (b) until the Revocation Period has expired. If revoked,
Employee agrees to return to Covance any payments inadvertently made to Employee
under this Agreement prior to the revocation and Employee understands that all
future payments and benefits hereunder will be canceled.
<PAGE>

Please indicate your agreement with the terms and conditions of this Letter
Agreement by signing one copy of this Letter Agreement and returning it to my
attention.

Very truly yours,



/s/ CHRISTOPHER A. KUEBLER
------------------------------
Christopher A. Keubler
President and CEO

Accepted as of the date
First above specified

/s/ F. JOHN MILLS
------------------------------
F. John Mills
<PAGE>

                                    EXHIBIT A
                                    ---------


         The undersigned employee (the "Employee"), in consideration of the sum
of $1.00 and other good and valuable consideration, hereby issues the following
release in favor of Covance Inc.("Covance"):

                  (a)      NOTICE: This Agreement is an important legal document
that should be carefully reviewed and understood before it is signed. By signing
this Agreement, Employee is agreeing to completely release Covance from all
liability to Employee. Employee, therefore, should consult with an attorney
before signing this Agreement.

                  (b)      General Release. The Employee, on behalf of Employee,
Employee's heirs, executors, administrators, successors and assigns, hereby
releases and forever discharges Covance and each and every subsidiary and
affiliate of Covance, and all of their successors and assigns, together with the
officers, directors and employees of the foregoing, from any and all actions,
causes of action, suits, damages, judgments, executions, claims and demands of
any kind whatsoever, (collectively, "Claims"), in law or in equity, which the
Employee or Employee's heirs, executors, administrators, successors or assigns
had, now have or hereafter may have against them or any of them the basis of
which arose on or prior to the date of execution hereof Date for any reason,
including, without limiting the generality of the foregoing, any Claims arising
out of, or in connection with Employee's employment with Covance or the
termination of the employment relationship, including, but not limited to, any
Claims arising out of, or in connection with any New Jersey or Indiana Civil or
Human Rights Law, including, without limitation, the Indiana Employment
Discrimination Against Disabled Persons Statute, the New Jersey Law Against
Discrimination, Title VII of the Civil Rights Act of 1964, as amended, the Equal
Employment Opportunity Act of 1972, as amended, the Rehabilitation Act, as
amended, the Social Security Act, as amended, the Employment Retirement Income
Security Act, as amended, the Equal Pay Act, as amended, the Age Discrimination
and Employment Act, as amended, the Americans with Disabilities Act, as amended,
or any other federal, state or local law, rule, regulation or ordinance, any
common law claims under tort, contract or any other theory now or hereafter
recognized and any oral or written agreement. This release shall be binding upon
the Employee, Employee's heirs, successors and assigns.

         IN WITNESS WHEREOF, the undersigned has executed this release as of the
date indicated below.



------------------------------
F. John Mills

Date:_________________________