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                                                                   EXHIBIT 10.43

                               MBf  USA, INC.
                            AMENDED AND RESTATED
                      OMNIBUS EQUITY COMPENSATION PLAN


         1.      ESTABLISHMENT AND PURPOSE OF THE PLAN.  MBf  USA, Inc. amends
and restates its Omnibus Equity Compensation Plan for the purpose of joining
capable and experienced people and entities to the Company's business purposes.
The Plan shall fulfill its purpose by compensating them with equity-based
awards, whose value is connected to the continued growth and profitability of
the Company and whose characteristics of ownership foster a mutual interest
with the Company's shareholders.

         2.      DEFINITIONS.

                 (a)      Affiliate.  Any entity in which the Company has a
substantial direct or indirect interest, as determined by the Committee.

                 (b)      Agent.  An officer of the Company or an Employee,
person, or entity performing services for or selling goods to the Company or 
transacting business by or through its names, or an employee of such
person or entity.

                 (c)      Award.  A compensation grant related to the Company's
equity, including Director Options, Restricted Stock, Options, and any Equity-
Based Award.

                 (d)      Awardee.  An Agent to whom an Award is made.

                 (e)      Board of Directors.  The Board of Directors of the 
Company.

                 (f)      Change of Control.  A change in control of the
Company of a nature that would be required to be reported in response to Item 5
of Schedule 14A of Regulation 14A promulgated under the Exchange Act, whether
or not the Company is then subject to such reporting requirements, provided
that, without limitation, a Change in Control shall be deemed to have occurred
if (A) any individual, partnership, firm, corporation, association, trust,
unincorporated organization, or other entity, or any syndicated or group deemed
to be a person under Section 14(d)(2) of the Act, is or becomes the "beneficial
owner" (as defined in Rule 13d-3 of the General Rules and Regulations under the
Exchange Act), directly or indirectly, of securities of the Company
representing 20% or more of the combined voting power of the Company's then
outstanding securities entitled to vote in the election of directors of the
Company; or (B) during any period of two (2) consecutive years (not including
any period prior to the execution of this Plan), individuals who at the
beginning of such period constitute the Board of Directors and any new
directors, whose election by the Board of Directors or nomination for election
by the Company's shareholders was approved by a vote of at least three quarters
( 3/4) of the directors then still in office who either were directors at the
beginning of the period or whose election or nomination for election was
previously approved, cease for any reason to constitute a majority thereof.  A
change in control shall not be deemed to be a Change in Control for purposes of
this Plan if the Board of Directors has approved
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such change in control prior to either (I) the occurrence of any of the events
described in the foregoing clauses (A) and (B), or (ii) the commencement by any
person other than the Company of a tender offer for the Common Stock.

                 (g)      Code.  The Internal Revenue Code of 1986, as amended.

                 (h)      Common Stock.  The common stock of the Company, par
value $.01 a share, or such other class or kind of shares or other securities
as may be applicable under Section 10.

                 (i)      Company.  MBf USA, Inc., a Maryland corporation, or
any successor to substantially all its business, and any entity owned in whole
or in part by it, if the consent requires or permits.

                 (j)      Committee.  The Compensation Committee of the Board
of Directors, or such other committee designated by the Board of Directors,
designated to administer the Plan under Section 4.

                 (k)      Director Options.  Non-Qualified Options awarded
under Section 6 of the Plan.

                 (l)      Employee.  A full-time managerial, administrative, or
professional person employed by the Company, including an officer or director
who is such an employee.

                 (m)      Equity-Based Award.  An award by the Committee under
Section 9 of the Plan.

                 (n)      Exchange Act.  The Securities Exchange Act of 1934,
as amended.

                 (o)      Fair Market Value.  If the Common Stock is traded on
the over-the-counter market, the mean between the highest closing bid and
lowest closing asked prices for a share of the Common Stock as reported by the
National Association of Securities Dealers Automated Quotion  System, or if not
reported by that system, the mean between the closing bid and asked prices as
quoted by a source designated by the Committee; if the Common Stock is listed
on a national or regional stock exchange, on the Nasdaq Stock Market, either on
the National Market System or the SmallCap Market, the closing sales price per
share on such exchange, or the Nasdaq Stock Market; or if the Common Stock is
neither traded in the over-the-counter market nor listed on an exchange or the
Nasdaq Stock Market, the per share value determined in good faith by the
Committee.  The Committee may in its discretion average the Fair Market Value
over a period of time, may utilize a fair market value formula required by
federal tax or securities laws, or may modify this definition in such ways as
it deems appropriate and consistent with the purposes of the Plan.


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                 (p)      Incentive Stock Option.  Any Option which meets the
requirements of an incentive stock option as defined in Section 422A of the
Code, or any statutory provision that may replace such section, other than an
Option which states that it is not an Incentive Stock Option.

                 (q)      Non-Qualified Option.  Any Option which is not an
Incentive Stock Option.

                 (r)      Options.  Any option or options granted from time to
time under the Plan other than Director Options.

                 (s)      Plan.  The MBf USA, Inc. Amended and Restated Omnibus
Equity Compensation Plan herein set forth as the same may from time to time be
amended.

                 (t)      Predecessor.  American Drug Screens, Inc., an 
Oklahoma corporation.

                 (u)      Restricted Stock.  Common Stock awarded by the
Committee under Section 7 of the Plan.

         3.      ELIGIBILITY.  Any Agent is eligible to receive an Award,
provided that a director of the Company who is a member of the Committee and
who is not an Employee or an officer shall be eligible to receive only Director
Options or Restricted Stock as permitted under Section 6 of the Plan.

         4.      PLAN ADMINISTRATION.

                 (a)      Administrator.  The Plan shall be administered by 
the Committee.

                 (b)      Administrative Powers.  The Committee shall have full
power to interpret and administer the Plan and full authority to act in
selecting the Agents or class of Agents to whom Awards will be granted, in
determining the type and amount of Awards to be granted to each Agent or class
of Agent, the terms and conditions of Awards granted under the Plan and the
terms of agreements which will be entered into with Awardees.  The Committee
shall have the power to make regulations for carrying out the Plan, and to make
changes in such regulations as they from time to time deem proper.  Any
interpretation by the Committee of the terms and provisions of the Plan, and
the administration thereof, and all action taken by the Committee, shall be
final, binding, and conclusive on the Company, its shareholders, Affiliates,
all Agents, their respective legal representatives, successors, and assigns and
upon all other persons claiming under or through any of them.  As to the
selection of and grants of Awards to Awardees who are not subject to Sections
16(a) and 16(b) of the Exchange Act, the Committee may delegate any or all of
its responsibilities to appropriate Employees of the Company.

                 (c)      Administration Liability.  Members of the Board of
Directors, members of the Committee, or Employees acting under the Plan shall
incur no liability except for gross negligence or willful misconduct in the
performance of their duties.


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         5.      SHARES SUBJECT TO GRANT.  Subject to adjustment as provided in
Section 11, the total number of shares of Common Stock which the Company may
grant under the Plan shall be Four Hundred Thousand (400,000) shares of Common
Stock.  Any shares issued by the Company through the assumption or substitution
of outstanding grants from an acquired company shall not reduce the shares
available for grants under the Plan.  Any shares issued hereunder may consist,
in whole or in part, of authorized and unissued shares or treasury shares.  If
any shares necessary to an Award are forfeited or the Award otherwise
terminates without the issuance of shares, the shares subject to such Award, to
the extent of any such forfeiture or termination, shall again be available for
grant under the Plan.

         6.      DIRECTOR OPTIONS; RULES AND CONDITIONS.  Each director who is
not an incumbent director shall receive upon his election and qualification
(subject to paragraph (a) below) Non-Qualified Options to purchase 10,000
shares of Common Stock.  The grant is further subject to the following rules
and conditions:

                 (a)      Director Option Grants.  Director Options shall be
evidenced by a Director Option agreement providing for the grant as of the date
of the director's election and qualification, provided that the Committee
(excluding the director, if he or she is a member) may defer the grant for up
to six months from such date.  The agreements shall conform to the requirements
of the Plan and may contain such other provisions (including methods of options
exercises and provisions for protection of the Director Options in the event of
mergers, consolidations, dissolutions, and liquidations) as the Committee shall
deem advisable.

                 (b)      Director Option Price.  The Committee shall determine
the exercise price of a Director Option, provided that the exercise price shall
be not less than the lowest Fair Market Value of the Common Stock during the
six months preceding the election and qualification.

                 (c)      Terms of Director Options.  The Director Option
agreements shall specify when a Director Option may be exercisable and the
terms and conditions applicable in the event of the director's termination of
service during the Director Option's term.

                 (d)      Payment of Director Option Price.  The price of the
shares of Common Stock for which a Director Option shall be exercised shall be
paid in full in cash at the time of the exercise or, with the consent of the
Committee (excluding the exercising director, if he or she is a member), in
whole or in part in other consideration including Common Stock or Restricted
Stock valued at Fair Market Value.  A director shall have no voting rights with
respect to any shares of Common Stock subject to Director Options unless and
until a stock certificate for such shares shall have been issued to him or her,
but may have such other rights and privileges as the Committee provides in the
Director Option Agreement.

                 (e)      Further Restrictions.  The Committee may impose
restrictions in the Director Option agreements so that the Plan will qualify
for an exemption from the provisions of Section 16(b) of the Exchange Act.


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                 (f)      Exclusivity.  The Director Options shall not be the
exclusive means by which the Company may compensate its directors.  Directors
may receive, in lieu of some or all of their authorized cash compensation,
Restricted Stock awards having a value not greater than the cash foregone, with
the Committee's consent (excluding the electing director, if he or she is a
member).

         7.      RESTRICTED STOCK RULES AND CONDITIONS. The grant of Restricted
Stock shall be upon the following rules and conditions:

                 (a)      Restricted Stock Grants.  Restricted Stock shall be
evidenced by Restricted Stock agreements.  The agreements shall conform to the
requirements of the Plan and may contain such other provisions (including
provisions for the protection of Restricted Stock in the event of mergers,
consolidations, dissolutions, and liquidations, affecting either the agreement
or the stock issued thereunder) as the Committee shall deem advisable.

                 (b)      Issuance of Restricted Stock.  Upon determination of
the number of shares of Restricted Stock to be granted to an Awardee, the
Committee shall direct that a certificate representing the number of shares of
Common Stock be issued to the Awardee with the Awardee as the registered owner.
The certificate representing such shares shall either be legended to restrict
the sale, transfer, assignment, pledge, or other encumbrances during the
restricted period or deposited by the Awardee, together with a stock power
endorsed in blank, with the Company.

                 (c)      Dividends and Voting Rights.  During the restricted
period the Awardee shall have the right to receive dividends from and to vote
the shares of Restricted Stock.

                 (d)      Delivery.  The Restricted Stock agreement shall
specify the duration of the restricted period and the performance and/or
employment conditions under which the Restricted Stock may be forfeited to the
Company.  At the end of the restricted period the restrictions imposed
hereunder shall lapse with respect to the number of shares of Restricted Stock
as determined by the Committee, and the legend may be removed or the shares
delivered, as the case may be, with respect to such number.  The Committee may,
in its sole discretion, modify or accelerate the vesting of shares of
Restricted Stock.

         8.      OPTIONS RULES AND CONDITIONS.  The grant of Options shall be
upon the following rules and conditions:

                 (a)      Options and Grants.  Options shall be evidenced by
Option agreements.  The agreements shall conform to the requirements of the
Plan, and may contain such other provisions (including restrictions upon the
exercise of the Option, and provisions for the protection of Options in the
event of mergers, consolidations, dissolutions, and liquidations) as the
Committee shall deem advisable.


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                 (b)      Option Price.  The price at which Common Stock may be
purchased upon exercise of an Option shall be determined by the Committee in
accordance with its rules, or, in their absence, by the Committee's discretion.

                 (c)      Terms of Options.  The Option agreements shall
specify when an Option may be exercisable and the terms and conditions
applicable in the event of the Awardee's termination of employment during the
Option's term.

                 (d)      Incentive Stock Option.  Each provision of the Plan
and each Option agreement relating to an Incentive Stock Option shall be
construed so that each Incentive Stock Option shall be an incentive stock
option as defined in Section 422A of the Code, or any statutory provision that
may replace such Section, and any provisions thereof that cannot be so
construed shall be disregarded.  In no event may an Awardee be granted
Incentive Stock Options which do not comply with such grant and vesting
limitations as may be prescribed by Section 422A(b)(7) of the Code, or any
successor section or limitation and any implementing regulations.

                 (e)      Payment of Option Price.  The Option Price of the
shares of Common Stock for which an Option shall be exercised shall be paid in
full in cash at the time of the exercise or, with the consent of the Committee,
in whole or in part in other consideration.  An Awardee shall have no rights of
a shareholder with respect to any shares of Common Stock subject to an Option
unless and until a stock certificate for such shares shall have been issued to
him or her.

         9.      EQUITY-BASED AWARDS.  The grant of Equity-Based Awards shall
be upon the following rules and regulations:

                 (a)      Equity-Based Awards.  The Committee may grant awards
which are valued, in whole or in part, by reference to or otherwise based on
the Common Stock.  All grants shall be evidenced by written agreements which
conform to the requirements of the Plan and may contain such other provisions
as the Committee shall deem advisable.

                 (b)      In Conjunction with Other Awards.  Any Equity-Based
Award may be granted alone, in addition to, or in tandem with Restricted Stock,
Options, or other Equity-Based Awards as the Committee may determine.

         10.     ADJUSTMENTS UPON CHANGES IN CAPITALIZATION.  In the Event of a
reorganization, recapitalization, stock dividend, combination of shares,
merger, consolidation or any other change in the corporate structure of the
Company affecting Common Stock, or a sale by the Company of all or part of its
assets, or any distribution to shareholders other than normal cash dividend,
the Board of Directors shall make appropriate adjustment to the number and kind
of shares authorized by the Plan and any adjustments to outstanding Awards as
it determines appropriate.  No fractional shares  of Common Stock shall be
issued pursuant to such an adjustment, however, and the Fair Market Value of
any fractional shares resulting from adjustments pursuant to this section shall
be paid in cash to the Awardee.


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         11.     EFFECTIVE DATE, TERMINATION AND AMENDMENT.  The Plan became
effective with the  Predecessor on February 12, 1991.  The Plan shall remain in
full force and effect until terminated by the Board of Directors, who shall
have the power to amend, suspend or terminate the Plan at any time; provided,
however, that the provisions pertaining to Director Options shall not be
amended more than once every six (6) months, other than to comport with changes
in the Code or the rules thereunder.

         12.     FORFEITURE.  Awards may be forfeited if the Awardee terminates
his or her employment or contractual relationship with the Company or an
Affiliate for any reason other than death or retirement, except that the
Committee shall have the authority to provide for the Award's continuation, in
whole or in  part, to the extent and for such period of time that the Awardee
is subject to a covenant not to compete with the Company or whenever it shall
determine that such continuation is in the best interest of the Company.
Awards may furthermore be forfeited by an Awardee if the Committee determines
that the Awardee has at any time engaged in any activity harmful to the
interest of the Company or Affiliates; engages in competition with the Company
or Affiliates; or accepts employment with a competitor of the Company or
Affiliates.

         13.     TAX WITHHOLDING.

         (a)     The Company shall have the power to withhold from any source,
or require an Awardee to remit to the Company, an amount sufficient to satisfy
any withholding or other tax due from the Company with respect to any amount
payable and/or shares issuable under the Plan, and the Company may defer such
payment or issuance unless indemnified to its satisfaction.

         (b)     Subject to the consent of the Committee, due to the exercise
of a Nonstatutory Option or the issuance of any other stock award under the
Plan, an Awardee may make an irrevocable election (an "Election") to (a) have
Shares otherwise issuable upon exercise withheld, or (b) tender back to the
Company Common Stock received pursuant to such exercise or issuance or (c)
deliver back to the Company pursuant to such exercise or issuance previously
acquired Common Stock having a Fair Market Value sufficient to satisfy all or
part of the Awardee's estimated tax obligations associated with the
transaction.  Such Election must be made by an Awardee prior to the date on
which the relevant tax obligation arises (the "Tax Date").  The Committee may
disapprove of any Election, may suspend or terminate the right to make
Elections, or may provide with respect to any Option under this Plan that the
right to make Elections shall not apply to such Options.

         (c)     If an Awardee is an Officer, then an Election is subject to
the following additional restrictions:

                 (1)      No Election shall be effective for a Tax Date which
occurs within six months of the grant of the award.

                 (2)      The Election must be made and must be effective
during a period beginning on the third business day following the date of
release for publication of the Company's quarterly or


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annual summary statements of sales and earnings and ending on the twelfth
business day following such date.

         14.     BENEFICIARY UPON AWARDEE'S DEATH.  An Awardee's Award shall be
transferable at his or her death to the beneficiary designated by the Awardee
on forms prescribed by and filed with the Committee.  Upon the death of an
Awardee, such beneficiary shall succeed to the rights of the Awardee.  If no
such designation of a beneficiary has been made, the Awardee's Awards shall
succeed to his or her legal representative and shall be transferable by will or
pursuant to the laws of descent and distribution.

         15.     GENERAL PROVISIONS.

                 (a)      Nothing contained in the Plan, or in any Award
granted pursuant to the Plan, shall confer upon any Employee any right of
continued employment by the Company or Affiliate, nor alter the right of the
Company or Affiliate to terminate the Employee's employment at any time with or
without cause.

                 (b)      For purposes of this Plan, transfer of employment
between the Company and its subsidiaries and Affiliates shall not be deemed
termination of employment.

                 (c)      Nothing in this Plan, or in any Award granted
pursuant to this Plan, shall confer upon any non- Employee Agent any right of
continued relationship with the Company or Affiliates, or alter the
relationship between them, including any rights of the Company or Affiliate to
terminate its relationship with the non-Employee Agent.

                 (d)      Appropriate provision may be made for all taxes
required to be withheld in connection with any Award, the exercise thereof and
the transfer of shares of Common Stock in respect of any federal, state or
local withholding taxes, whether domestic or foreign.  In the case of the
payment of Awards in the form of Common Stock, the Company shall have the right
to retain the number of shares of Common Stock whose fair market value equals
the amount to be withheld.

                 (e)      If any day on or before which action under the Plan
must be taken falls on a Saturday, Sunday or legal holiday, such action may be
taken on the next succeeding day not a Saturday, Sunday or legal holiday.

                 (f)      Without amending the Plan, awards may be granted to
Agents who are foreign nationals or employed outside the United States or both,
on such terms and conditions different from those specified in the Plan as may,
in the judgment of the Committee, be necessary or desirable to further the
purpose of the Plan.

                 (g)      To the extent that federal laws (such as the Exchange
Act, the Code, or the Employee Retirement Income Security Act of 1974) do not
otherwise control the Plan and all


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determinations made and actions taken pursuant hereto shall be governed by the
law of Maryland and construed accordingly.

                 (h)      The Committee may amend or substitute any outstanding
Awards to the extent it deems appropriate.  Such amendment or substitution may
be unilateral by the Company, provided that Award substitutions shall be for
comparable value.

                 (i)      The Committee may defer or permit an Awardee to defer
the receipt of consideration upon an Award pursuant to such rules as the
Committee may promulgate or as provided in an Award agreement.  The Committee
may provide in Award agreements for the receipt of interest, dividends, or
other consideration which would have been received on the Common Stock
underlying or tied to the Award.

                 (j)      Notwithstanding any other provision of the Plan to
the contrary, at the time of any Change in Control:

                          (1)     The restrictions and limitations applicable
         to any Director Options, Options, Restricted Stock and other
         Equity-Based Awards, in each case to the extent not already vested
         under the Plan, shall lapse and such shares and awards shall be deemed
         fully vested.

                          (2)     Any Director Options and Options awarded
         under the Plan not previously exercisable and vested shall become
         fully exercisable and vested.

                          (3)     The value of all outstanding Director
         Options, Options, Restricted Stock, and other Equity-Based Awards, in
         each case to the extent vested, shall unless otherwise determined by
         the Committee in its sole discretion at or after grant but prior to
         any Change in Control, be cashed out on the basis determined by the
         Committee as of the date such Change in Control is determined to have
         occurred or such other date as the Committee may determine prior to
         the Change in Control.

                 (k)      Participation in the Plan shall not be the exclusive
means by which the Company may compensate its Employees, Agents, or directors.



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