Exhibit 10.1.1
 EMPLOYMENT AGREEMENT
 THIS EMPLOYMENT AGREEMENT Agreement Company Executive
 RECITALS
 THE PARTIES ENTER THIS AGREEMENT
 A.
 B.
 C.
 NOW, THEREFORE
 1.
    
    Retention and Duties.
 1.1.
    
    Bankruptcy Court Approval. On March 22, 2006, the Company filed a
voluntary petition for reorganization under chapter 11 of the United States Bankruptcy
Code in the United States Bankruptcy Court for the Southern District of California (the
Bankruptcy Court). The Companys case is No. 06-00510-11 (the Bankruptcy
Case). The parties acknowledge that this Agreement shall not be effective unless
and until approved by the Bankruptcy Court. For purposes of this Agreement, the term
Effective Date means the date on which the Company receives Bankruptcy Court approval
of this Agreement.1.2.
    
    Retention. The Company does hereby hire, engage and employ the
Executive for the Period of Employment (as defined in Section 2) on the terms and
conditions expressly set forth in this Agreement. The Executive does hereby accept and
agree to such hiring, engagement and employment, on the terms and conditions expressly
set forth in this Agreement.




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1.3.
    
    Duties. During the Period of Employment, the Executive shall serve the
Company as its President and Chief Executive Officer and shall have the powers,
authorities, duties and obligations of management usually vested in the office of the
chief executive officer of a corporation, subject to the directives of the Companys
Board of Directors (the Board) and the corporate policies of the Company as
they are in effect from time to time throughout the Period of Employment (including,
without limitation, the Companys business conduct and ethics policies, as they may
change from time to time). The Executive will be appointed to the Board as of the
Effective Date. During the Period of Employment, the Executive shall report solely to
the full Board.1.4.
    
    No Other Employment; Minimum Time Commitment. During the Period of
Employment, the Executive shall both (i) devote substantially all of the Executives
business time, energy and skill to the performance of the Executives duties for the
Company, and (ii) hold no other employment. It is anticipated that the Executive will
serve on the boards of directors (or similar body) of other business, community or
charitable organizations, and otherwise provide customary services (without
compensation, other than as a director) thereto, subject to the prior written approval
of the Board, which shall not be unreasonably withheld. The Company shall, however,
have the right to require the Executive to resign from any board or similar body on
which she may then serve, or any other position with any such entity, if the Board
reasonably determines that the Executives service on such board or body, or other such
service, interferes with the effective discharge of the Executives duties and
responsibilities to the Company or that any business related to any such service is
then in competition with any business of the Company or any of its affiliates,
successors or assigns. Subject to the Companys rights pursuant to the preceding
sentence, the Company expressly approves and acknowledges Executives service on the
board of Justrite Manufacturing Company, LLC, without the need for further Board
action.1.5.
    
    No Breach of Contract. The Executive hereby represents to the Company
that, to the best of her knowledge and belief: (i) the execution and delivery of this
Agreement by the Executive and the Company and the performance by the Executive of the
Executives duties hereunder shall not constitute a breach of, or otherwise contravene,
the terms of any other agreement or policy to which the Executive is a party or
otherwise bound; (ii) the Executive has no information (including, without limitation,
confidential information or trade secrets) relating to any other person or entity which
would prevent, or be violated by, the Executive entering into this Agreement or
carrying out her duties hereunder; and (iii) the Executive is not bound by any
confidentiality, trade secret or similar agreement (other than this Agreement and the
Employee Confidentiality Agreement attached hereto as Exhibit A (the
Confidentiality Agreement)) and Executives Officer Severance Agreement with
Millipore Corporation dated November 18, 2003 (the Millipore Agreement), with
any other person or entity. The Executive will not provide confidential or similar
information to the Company or any of its affiliates in violation of her obligations
pursuant to the Millipore Agreement. The Executive hereby represents and covenants to
the
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Company that, to the best of her knowledge and belief, her obligations pursuant to
the Millipore Agreement will not interfere with her effective discharge of her
duties and obligations pursuant to this Agreement.1.6.
    
    Location. The Executives principal place of employment shall be the
Companys principal executive offices, as they may be located from time to time. The
Executive agrees that she will be regularly present at the Companys principal
executive offices. The Executive acknowledges that she may be required to travel from
time to time in the course of performing her duties for the Company.
 2.
    
    Period of Employment. The Period of Employment shall be a period of three
(3) years commencing on the Effective Date and ending at the close of business on the third
(3rd) anniversary of the Effective Date (the Termination Date); provided, however,
that this Agreement shall be automatically renewed, and the Period of Employment shall be
automatically extended for one (1) additional year on the Termination Date and each
anniversary of the Termination Date thereafter, unless either party gives notice, in writing,
at least sixty (60) days prior to the expiration of the Period of Employment (including any
renewal thereof) of such partys desire to terminate the Period of Employment. The term
Period of Employment shall include any extension thereof pursuant to the preceding sentence.
If the Company provides notice that the Period of Employment shall not be extended or further
extended, as the case may be, Executives employment by the Company shall terminate at the end
of the Period of Employment then in effect and, in connection with such termination of
employment and subject to Section 5.4, Executive shall be entitled to all the severance
benefits provided in Section 5.3(b)(i)-(iv). Notwithstanding the foregoing, the Period of
Employment is subject to earlier termination as provided below in this Agreement.3.
    
    Compensation.
 3.1.
    
    Base Salary. The Executives base salary (the Base Salary)
shall be paid in accordance with the Companys regular payroll practices in effect from
time to time, but not less frequently than in monthly installments. The Executives
Base Salary for the first twelve (12) months of the Period of Employment shall be at an
annualized rate of Three Hundred and Fifty Thousand Dollars ($350,000). The Company
will review the Executives Base Salary at least annually and may increase (but not
decrease) the Executives Base Salary from the rate then in effect based on such
review.3.2.
    
    Incentive Bonus. For each fiscal year of the Company that ends during
the Period of Employment, the Executive shall be eligible to receive an annual
incentive bonus (Incentive Bonus) in an amount to be determined by the Board
(or the Compensation Committee thereof) in its sole discretion, based on the
performance objectives established by the Board for that particular period. The
Executives target Incentive Bonus amount for any such fiscal year shall be equal to
least seventy five percent (75%) of the Executives Base Salary for that particular
year, and there shall be no caps (other than any maximum amount
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provided under any applicable stockholder-approved incentive plan under which the
particular bonus opportunity may be structured or any maximum amount that may be
determined pursuant to any incentive compensation formula that may be adopted
pursuant to the applicable incentive plan) on the total Incentive Bonus payable to
Executive for any year. Any Incentive Bonus amount earned by the Executive pursuant
to the terms of the applicable incentive plan shall be paid as soon as practicable
after the amount of the bonus, if any, and the Executives right thereto have been
determined and, if applicable, certified in accordance with the requirements of
Section 162(m) of the United States Internal Revenue Code of 1986, as amended (the
Code); provided, that any such earned bonus shall be paid not later than
by the later of (i) the fifteenth day of the third month following the close of the
calendar year in which the Executives right to such bonus vests (is no longer
subject to a substantial risk of forfeiture) or (ii) the fifteenth day of the third
month following the close of the Companys taxable year in which the Executives
right to such bonus vests.3.3.
    
    Stock Option Grants. Subject to this Section 3.3, on the Effective
Date the Company will grant to the Executive a nonqualified stock option (the
Option) to purchase 450,000 shares of the Companys common stock, no par
value (the Common Stock). The exercise price per share of the Option will be
equal to the fair market value of a share of the Common Stock on the Effective Date.
The Board (or Compensation Committee thereof) will determine such fair market value in
its reasonable, good faith discretion (it being intended that, if the Common Stock is
then not publicly traded other than on the over-the-counter market, such fair market
value shall be based on the last sales price for a share of Common Stock as quoted on
the Pink Sheets unless such methodology does not, in the Boards reasonable, good faith
discretion, produce an accurate fair market value in the circumstances). The Option
will vest in substantially equal annual installments (equal installments except that
the installments will be rounded to produce vesting installments of whole share
increments) over the three-year period following the Effective Date. Except as
otherwise provided herein or in the Option Agreement referenced below, in each case,
the vesting of each installment of the Option is subject to the Executives continued
employment by the Company through the respective vesting date. The maximum term of the
Option will be ten (10) years from the date of grant of the Option, subject to earlier
termination upon the termination of the Executives employment with the Company, a
change in control of the Company and similar events. The Option shall be subject to
such further terms and conditions as set forth in a written stock option agreement to
be entered into by the Company and the Executive to evidence the Option (the
Option Agreement). The Option Agreement shall be in substantially the form
attached hereto as Exhibit C.Executive shall also be eligible to participate in and receive additional grants
commensurate with her position and level in any stock option plan and restricted
stock plan or other equity-based or equity related compensation plan, programs or
agreements of the Company made available generally to its senior executives;
provided that the amount, timing, and other terms of any future grant shall be
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determined by the Board (or the Compensation Committee thereof) in its sole
discretion.3.4.
    
    Compensation for the period April 1, 2009 to March 31, 2010.
Notwithstanding Section 3.1, for the period April 1, 2009 to March 31, 2010 (the
Salary Reduction Period):(a) The Executives Base Salary shall be at an annualized rate of $302,400, and
shall be paid in cash in accordance with the Companys regular payroll practices in
effect from time to time.(b) (i) The Executive shall receive, on each of July 1, 2009, October 1, 2009,
January 4, 2010, and April 1, 2010 (each date, a Grant Date), shares of the
Companys common stock equal in number to (A) 18,900, if the closing price per share
of the Companys common stock on the applicable Grant Date, measured in U.S. dollars
(the Applicable Share Price), is equal to or less than one (1) U.S. Dollar; or (B)
$18,900.00 divided by the Applicable Share Price, if the Applicable Share Price is
greater than one (1) U.S. dollar. The resulting share total shall be rounded down
to the nearest whole share and any fractional amount shall be paid in
cash. These shares shall be granted pursuant to the Companys 2009 Equity Incentive Plan.(ii) Notwithstanding (b)(i) above, with respect to any Grant Date, the Company
may in its discretion pay cash (in lieu of shares) equal to the actual fair market
value of any portion or all of the shares to which the Executive is entitled under
this Section 3.4(b).(iii) For the avoidance of doubt, the Company may withhold from amounts
otherwise payable under Section 3.4(a) during the quarter preceding each Grant Date
such amounts as the Company in its discretion determines may be required to be
withheld for tax purposes with respect to the delivery of shares (pursuant to this
Section 3.4(b)) on such Grant Date; provided, that if for any reason the Companys
withholdings during the quarter preceding a Grant Date are insufficient to provide
for any required tax withholding with respect to shares or other amounts to be
delivered on such Grant Date, the Executive shall upon request from the Company and
prior to the delivery of such shares or other amounts promptly pay the Company, in
cash, any shortfall in such required withholding.(c) Notwithstanding anything in this Agreement to the contrary, if the Executives
employment is terminated for any reason during the Salary Reduction Period, in
addition to the payment of Accrued Obligations pursuant to Section 5.3(a), the
Company shall deliver to the Executive (or, in the event of her death, the
Executives estate), an amount of shares of the Companys common stock equal to (i)
the number of shares to which the Executive would have otherwise been entitled under
Section 3.4(b) on the first Grant Date following the Severance Date (as that term is
defined in Section 5.3) if the Executives employment had
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not been terminated, multiplied by (ii) a fraction, the numerator of which is the
number of days prior to and including the Severance Date during the quarter in which
the Severance Date occurs and the denominator of which is the total number of days
in such quarter. The resulting share total shall be rounded down to the nearest
whole share and any fractional amount shall be paid in cash. Notwithstanding the
foregoing, the Company may in its discretion pay to the Executive the cash value of
the shares to which the Executive is otherwise entitled under this Section 3.4(c),
in lieu of such shares. The cash value of the shares shall be calculated based upon
the closing price per share of the Companys common stock on the first Grant Date
following the Severance Date. Any shares or cash payable under this Section 3.4(c)
shall be paid on such first Grant Date following the date of termination.(d) Notwithstanding any of the foregoing, if the Executives employment is
terminated during the Salary Reduction Period by the Company without Cause or by the
Executive for Good Reason (as such terms are defined in Section 5.5):(i) the Severance Benefits described in Section 5.3(b)(i) shall be paid to the
Executive in cash in its entirety, and(ii) for purposes of Section 5.3(b)(i), the Base Salary in effect on the
Severance Date shall equal the annualized base salary rate in effect immediately
prior to the Salary Reduction Period.
 4.
    
    Benefits.
 4.1.
    
    Retirement, Welfare and Fringe Benefits. During the Period of
Employment, the Executive shall be entitled to participate in all employee pension and
welfare benefit plans and programs, and fringe benefit plans and programs, made
available by the Company to the Companys employees generally, in accordance with the
eligibility and participation provisions of such plans and as such plans or programs
may be in effect from time to time.4.2.
    
    Reimbursement of Business Expenses. The Executive is authorized to
incur reasonable expenses in carrying out the Executives duties for the Company under
this Agreement and reimbursement for all reasonable business expenses the Executive
incurs during the Period of Employment in connection with carrying out the Executives
duties for the Company, subject to the Companys expense reimbursement policies in
effect from time to time. Any such payment or reimbursement of such expenses that
could constitute nonqualified deferred compensation subject to Section 409A of the
Code shall be subject to the requirements that: (i) the amount of expenses eligible for
payment or reimbursement during any calendar year may not affect the expenses eligible
for payment or reimbursement in any other calendar year, (ii) the payment or
reimbursement must be made if at all, not later than December 31 of the calendar year
following the calendar year in which the expense was incurred, and (iii) any right that
the Executive may have to reimbursement shall in no event be subject to
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liquidation or exchange for any other benefit, all as more fully described in the
Companys 409A Reimbursement Policy in effect from time to time.4.3.
    
    Vacation and Other Leave. During the Period of Employment, the
Executive shall be entitled to take vacation in accordance with the Companys vacation
policies in effect from time to time. The Executive shall also be entitled to holidays
and other leave in accordance with the Companys policies in effect from time to time.
For the avoidance of doubt, no accrual of any vacation, holiday or other leave pay
shall occur.Notwithstanding the Companys vacation policies and other paid time off policies (if
any) in effect from time to time, the Executive voluntarily agrees, in exchange for
receiving her base salary (rather than the lower base salary that would otherwise
have been paid to her) and shares of the Companys stock pursuant to Section 3.4(b),
to finally relinquish any right to accrued vacation time and other leave pay as of
April 1, 2009.4.4.
    
    Relocation Costs. If at any time during the Period of Employment the
Executive relocates her permanent residence to the area in which the Companys
principal offices are located, the Company shall pay or reimburse the Executive for her
reasonable, documented relocation expenses (including real estate commissions). To the
extent that any such payment or reimbursement is taxable to the Executive, the Company
shall pay the Executive a gross-up so the Executive has no after-tax costs with regard
to such payment or reimbursement. In no event, however, will the Company have any such
payment, reimbursement or other obligation to the Executive pursuant to this Section
4.4 (including, without limitation, as to any such gross-up payment) to the extent that
such payments, reimbursements, or other obligations to the Executive pursuant to this
Section 4.4 exceed One Hundred and Seventy Five Thousand Dollars ($175,000) in the
aggregate taking into account all such previous payments and reimbursements. Any such
payment, reimbursement or benefit, to the extent it could constitute nonqualified
deferred compensation subject to Section 409A of the Code, shall be subject to the
same requirements as those applicable to the reimbursement of expenses under the last
sentence of Section 4.2 above.
 5.
    
    Termination.
 5.1.
    
    Termination by the Company. The Executives employment by the Company,
and the Period of Employment, may be terminated by the Company: (i) at any time with
Cause (as defined in and subject to the provisions of Section 5.5), or (ii) with no
less than thirty (30) days advance notice to the Executive, without Cause, (iii) in the
event of the Executives death, or (iv) in the event that the Board determines in good
faith that the Executive has a Disability (as defined in Section 5.5).5.2.
    
    Termination by the Executive. The Executives employment by the
Company, and the Period of Employment, may be terminated by the Executive with no fewer
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than thirty (30) days advance notice to the Company (and subject to the procedural
requirements set forth in Section 5.5(d), in the case of a termination for Good
Reason).5.3.
    
    Benefits Upon Termination. If the Executives employment by the
Company is terminated during the Period of Employment for any reason by the Company or
by the Executive, or upon or following the expiration of the Period of Employment (in
any case, the date that the Executives employment by the Company terminates is
referred to as the Severance Date), the Company shall have no further
obligation to make or provide to the Executive, and the Executive shall have no further
right to receive or obtain from the Company, any payments or benefits except as
follows:
 (a)
    
    The Company shall pay the Executive (or, in the event of her
death, the Executives estate) any Accrued Obligations (as defined in Section
5.5);(b)
    
    If, during the Period of Employment, the Executives employment
is terminated by the Company without Cause or by the Executive for Good Reason
(as such terms are defined in Section 5.5), the Company shall, subject to the
following provisions of this Section 5.3 and the provisions of Section 5.4, pay
(in addition to the Accrued Obligations) the Executive the following severance
benefits (the Severance Benefits):
 (i)
    
    The Company shall pay the Executive, subject to
Section 21, an amount, subject to tax withholding and other authorized
deductions, equal to the sum of:
 (x)
    
    one times the Executives
Base Salary at the annual rate in effect on the Severance
Date, plus(y)
    
    a pro-rated amount of the
Executives Incentive Bonus for the year in which such
Severance Date occurs. For purposes of determining the
pro-rated amount of the Incentive Bonus to be paid pursuant to
this clause (y), the applicable performance objectives for the
year in which the Severance Date occurs shall be pro-rated to
reflect the portion of the year completed prior to the
Severance Date and the Board shall in good faith determine the
amount of the Incentive Bonus that would be paid if the
applicable measurement criteria were such short-year
objectives (by comparing actual performance for such short
year against such pro-rated objectives). A pro-rated amount of
such Incentive Bonus amount shall then be paid pursuant to
this clause (y). (For purposes of illustration, if the
Severance Date occurs half-way through the related fiscal year
of the Company, and the Executives target Incentive Bonus for
such fiscal year was 75% of her Base Salary for that year,
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and the Board determines that the related performance
objectives (as pro-rated) were satisfied at target for such
short year based on actual performance for the first half of
that year, 37.5% of the target bonus amount (50% of 75%)
would be paid.)
 However, in the event that the Executives Severance Date occurs
upon or after the occurrence of both of the following events: (1)
the occurrence of a Change in Control Event (as defined below) of
the Company and (2) the Bankruptcy Effective Date (as such term is
defined below), and the Executive is entitled to benefits pursuant
to this Section 5.3(b), then the amount paid pursuant to clause
(i)(x) above shall equal one and one-half (1.5) times the
Executives Base Salary at the annual rate in effect on the
Severance Date (as opposed to, and not in addition to, the amount
otherwise provided in clause (i)(x)). For purposes of this
Agreement, Bankruptcy Effective Date means the effective date of
the Companys plan of reorganization as approved by the Bankruptcy
Court in the Bankruptcy Case proceedings.In the event that the Executives Severance Date occurs upon or
after the occurrence of all of the following events: (1) the
occurrence of a Change in Control Event of the Company, (2) the
Bankruptcy Effective Date, and (3) the first anniversary of the
Effective Date, and the Executive is entitled to benefits pursuant
to this Section 5.3(b), then the amount otherwise payable pursuant
to this clause (i) (as determined pursuant to the preceding
paragraphs of this clause (i)) shall be increased by one and
one-half (1.5) times the Executives target Incentive Bonus for the
year in which such Severance Date occurs.Subject to Section 21, the severance benefit determined pursuant to
this clause (i) shall be paid by the Company in a single lump sum
not later than thirty (30) days after the Executives Severance
Date (or, if the terms of the release referred to in Section 5.4(a)
are communicated to the Executive after the Severance Date, not
later than thirty (30) days after the communication of such terms
to the Executive); provided, that the payment of the severance
benefits described in this Section 5.3(b) shall be conditioned on
the Executives giving (and not having revoked) the release
referred to in Section 5.4(a); and further provided, that in no
event shall the severance benefit described in this Section
5.3(b)(i) be paid, if at all, later than by the later of (i) the
fifteenth day of the third month following the close of the
calendar year in which the Executives separation from service
occurs, or (ii) the fifteenth day of the third month
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following the close of the Companys taxable year in which the
Executives separation from service occurs.(ii)
    
    The Company will pay or reimburse the Executive
for her premiums charged to continue medical coverage pursuant to the
Consolidated Omnibus Budget Reconciliation Act (COBRA), at
the same or reasonably equivalent medical coverage for the Executive
(and, if applicable, the Executives eligible dependents) as in effect
immediately prior to the Severance Date, to the extent that Executive
elects such continued coverage; provided that the Companys obligation
to make any payment or reimbursement pursuant to this clause (ii) shall
cease upon the first to occur of (a) the first anniversary of the
Severance Date; (b) the Executives death; (c) the date the Executive
becomes eligible for coverage under the health plan of a future
employer; or (d) the date the Company or its affiliates ceases to offer
any group medical coverage to its active executive employees or the
Company is otherwise under no obligation to offer COBRA continuation
coverage to the Executive.(iii)
    
    The stock options granted to the Executive
pursuant to Section 3.3 and any additional stock options or equity or
equity-related compensation or grants that vest based on the passage of
time and continued performance of services (to the extent outstanding
and not otherwise vested as of the Severance Date, and exclusive of any
grants that include performance-based vesting criteria) shall become
fully vested immediately prior to such termination. Except as provided
in this Section 5.3(b)(iii), the effect of a termination of the
Executives employment on the Executives stock options (including any
limited period to exercise such options) shall be determined under the
terms of the award agreement evidencing such option.(iv)
    
    Company shall reimburse Executive for amounts,
not in excess of Fifty Thousand Dollars ($50,000.00) in the aggregate
taking into account all such expenses previously reimbursed, expended
by Executive for executive outplacement services from a provider of her
choice. Such submitted expenses shall be reimbursed by the Company
within thirty (30) days after submission by the Executive of such
expenses for reimbursement; provided, that no such reimbursement shall
be paid later than December 31 of the second calendar year following
the Severance Date.
 Notwithstanding the foregoing provisions of this Section 5.3, if the Executive
materially breaches any of her obligations under the Confidentiality Agreement or
under the Non-Competition Agreement (as defined in Section 6) at any time, from and
after the date of such breach, the Executive will no longer be entitled to, and
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the Company will no longer be obligated to pay, any remaining unpaid portion of the
Severance Benefits (and, without limiting the generality of the foregoing, any
reimbursement obligation pursuant to clause (iii) or (iv) above shall terminate).The foregoing provisions of this Section 5.3 shall not affect: (i) the Executives
receipt of benefits otherwise due terminated employees under group insurance
coverage consistent with the terms of the applicable Company welfare benefit plan;
(ii) the Executives rights under COBRA to continue participation in medical,
dental, hospitalization and life insurance coverage; or (iii) the Executives
receipt of benefits otherwise due in accordance with the terms of the Companys
401(k) plan (if any).5.4.
    
    Release; Exclusive Remedy.
 (a)
    
    This Section 5.4 shall apply notwithstanding anything else
contained in this Agreement, the Option Agreement or any other stock option,
restricted stock or other equity-based award agreement to the contrary. As a
condition precedent to any Company obligation to the Executive pursuant to
Section 5.3(b) or any obligation to accelerate vesting of any equity-based
award in connection with the termination of the Executives employment, the
Executive shall, upon or promptly following her last day of employment with the
Company, provide the Company with a valid, executed general release agreement
in a form acceptable to the Company, and such release agreement shall have not
been revoked by the Executive pursuant to any revocation rights afforded by
applicable law. Such release shall be in substantially the form attached hereto
as Exhibit E (together with any changes thereto as the Company may determine
necessary or appropriate to render the release enforceable to the fullest
extent possible, any such change to be communicated to the Executive within ten
(10) days of the last day of the Executives employment). The Company shall
have no obligation to make any payment to the Executive pursuant to Section
5.3(b) (or otherwise accelerate the vesting of any equity-based award in the
circumstances as otherwise contemplated by the applicable award agreement)
unless and until the release agreement contemplated by this Section 5.4 becomes
irrevocable by the Executive in accordance with all applicable laws, rules and
regulations.(b)
    
    The Company and the Executive acknowledge and agree that there
is no duty of the Executive to mitigate damages under this Agreement. All
amounts paid to the Executive pursuant to Section 5.3 shall be paid without
regard to whether the Executive has taken or takes actions to mitigate damages.(c)
    
    In the event of any termination of the Executives employment
with the Company (regardless of the reason for such termination), Executive
irrevocably resigns from the Board effective as of the time of such
termination.
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5.5.
    
    Certain Defined Terms.
 (a)
    
    As used herein, Accrued Obligations means:
 (i)
    
    any Base Salary that had accrued but had not
been paid on or before the Severance Date; and(ii)
    
    any Incentive Bonus payable pursuant to Section
3.2 with respect to any fiscal year that ends during the Period of
Employment preceding the fiscal year in which the Severance Date occurs
to the extent earned by but not previously paid to the Executive; and(iii)
    
    any reimbursement due to the Executive
pursuant to Section 4.2 or Section 4.4 for expenses incurred by the
Executive on or before the Severance Date.
 Any payment of Accrued Obligations payable hereunder shall be made promptly
and in all events within sixty (60) days of the Executives separation from
service, subject, in the case of reimbursements, to the Executives delivery
to the Company of such documentation as the Company may reasonably require
in accordance with its normal reimbursement policies that the expenses were
incurred and are reimbursable.(b)
    
    As used herein, Cause shall mean, as reasonably
determined by the Board (excluding the Executive, if she is then a member of
the Board), (i) any act of willful personal dishonesty taken by the Executive
in connection with her responsibilities as an employee of the Company which is
intended to result in substantial personal enrichment of the Executive, (ii)
the Executives conviction of, indictment for, or pleading guilty or nolo
contendereto, or entering a similar plea to, a misdemeanor involving moral
turpitude or a felony, (iii) fraud or willful and material misconduct by
Executive, (iv) a willful violation by the Executive of the Executives
material obligations to the Company (including, without limitation, any willful
refusal of the Executive to perform her duties for the Company) or other
material breach by the Executive of this Agreement, (v) the Executive is found
liable in any Securities and Exchange Commission or other civil or criminal
securities law action, or (vi) a material breach by the Executive of the
Confidentiality Agreement or of the Non-Competition Agreement. No act or
failure to act by Executive shall be considered willful if such act is or was
done (or is or was omitted to be done) in the good faith belief that it is or
was in the best interests of the Company. Prior to any purported termination
for Cause, the Company shall send a written notice of termination to the
Executive indicating the specific provision in this Agreement on which such a
claim of Cause would be based, and setting forth in reasonable detail the facts
and circumstances on which such a claim would be based. In the event of
 -12-




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##### 



any claim of Cause based on clause (iii) or (iv) of the foregoing definition
of Cause, the Executive shall be given an opportunity (of not more than 30
days) to promptly cure such conduct (or lack thereof); provided, however,
that the Company need not give the Executive the opportunity to cure conduct
(or lack thereof) that is substantially similar to past conduct (or lack
thereof) for which such a notice was provided within the preceding 18-month
period. Further, before any actual termination of the Executives employment
for Cause, the Executive shall be given an opportunity to be heard by the
Board as to the circumstances purporting to constitute Cause and any
determination to terminate the Executives employment for Cause shall be by
a vote of not less than two-thirds of the entire Board (exclusive of the
Executive if she is then a director).(c)
    
    As used herein, Disability shall mean a physical or
mental impairment which, as reasonably determined by the Board, renders the
Executive unable to perform the essential functions of her employment with the
Company, even with reasonable accommodation that does not impose an undue
hardship on the Company, for more than 180 days in any 12-month period, unless
a longer period is required by federal or state law, in which case that longer
period would apply.(d)
    
    As used herein, Good Reason shall mean the occurrence
of any of the following: (i) without the Executives express written consent, a
material reduction or material adverse change in the nature or scope of the
Executives duties, authorities, titles, position or responsibilities relative
to the Executives duties, authorities, titles, position or responsibilities in
effect immediately prior to such reduction, or the removal of the Executive
from such duties, authorities, titles, position or responsibilities (in no
event, however, shall the Company ceasing to be a publicly-traded corporation,
in and of itself, constitute Good Reason pursuant to this clause (i)); (ii) a
material failure of the Company to provide Executive with the Base Salary and
benefits in accordance with the terms of Sections 3 and 4 hereof; (iii) the
relocation of the principal executive offices of the Company to a location that
is more than 50 miles outside of West Bridgewater, MA; (iv) failure of the
Company to obtain the agreement from any successor to the Company to assume and
agree to perform this Agreement as required by Section 8; or (v) any other
material breach of this Agreement by the Company; provided that Good Reason
shall not exist unless (A) the Executive gives notice to the Company within
ninety (90) days of the initial occurrence of the event or condition
constituting Good Reason, setting forth in reasonable detail the nature of such
Good Reason, (B) the Company fails to cure within thirty (30) days following
such notice; and (C) Executive terminates his employment within thirty (30)
days following the end of the 30-day cure period (if the Company fails to
cure); further provided that the termination of the Executives employment
shall occur within two (2) years of the initial existence of one
 -13-




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##### 



or more conditions giving rise to such claim of Good Reason without the
consent of the Executive.(e)
    
    For purposes of this Agreement, including all associated
agreements and instruments, Change in Control Event means any of the
following:
 (i)
    
    The dissolution or liquidation of the Company,
other than in the context of a transaction that does not constitute a
Change in Control Event under clause (ii) below.(ii)
    
    Consummation of a merger, consolidation, or
other reorganization, with or into, or the sale of all or substantially
all of the Companys business and/or assets as an entirety to, one or
more entities that are not Subsidiaries (a Business
Combination), unless (A) as a result of the Business Combination
at least 50% of the outstanding securities voting generally in the
election of directors of the surviving or resulting entity or a parent
thereof (the Successor Entity) immediately after the
reorganization are, or will be, owned, directly or indirectly, in
substantially the same proportions, by shareholders of the Company
immediately before the Business Combination; and (B) no person (as
defined in clause (iii) below, but excluding the Successor Entity or an
Excluded Person) beneficially owns, directly or indirectly, more than
50% of the outstanding shares of the combined voting power of the
outstanding voting securities of the Successor Entity, after giving
effect to the Business Combination, except to the extent that such
ownership existed prior to the Business Combination; and (C) at least
50% of the members of the board of directors of the entity resulting
from the Business Combination were members of the Board at the time of
the execution of the initial agreement or of the action of the Board
approving the Business Combination.(iii)
    
    Any person (as such term is used in Sections
13(d) and 14(d) of the Securities Exchange Act of 1934 (the
Exchange Act)) other than an Excluded Person becomes the
beneficial owner (as defined in Rule 13d-3 under the Exchange Act),
directly or indirectly, of securities of the Company representing more
than 50% of the combined voting power of the Companys then outstanding
securities entitled to then vote generally in the election of directors
of the Company, other than as a result of (A) an acquisition directly
from the Company, (B) an acquisition by the Company, (C) an acquisition
by any employee benefit plan (or related trust) sponsored or maintained
by the Company or a Successor Entity, or an acquisition by any entity
pursuant to a transaction which is expressly excluded under clause (ii)
above.
 -14-




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(iv)
    
    During any period not longer than two
consecutive years, individuals who at the beginning of such period
constituted the Board cease to constitute at least a majority thereof,
unless the election, or the nomination for election by the Companys
shareholders, of each new Board member was approved by a vote of at
least two-thirds of the Board members then still in office who were
Board members at the beginning of such period (including for these
purposes, new members whose election or nomination was so approved),
but excluding, for this purpose, any such individual whose initial
assumption of office occurs as a result of an actual or threatened
election contest with respect to the election or removal of directors
or other actual or threatened solicitation of proxies or consents by or
on behalf of a person other than the Board.
 (f)
    
    As used herein, Subsidiary means any corporation or
other entity a majority of whose outstanding voting stock or voting power is
beneficially owned directly or indirectly by the Corporation.(g)
    
    As used herein, Excluded Person means (1) any person
described in and satisfying the conditions of Rule 13d-1(b)(1) under the
Exchange Act, (2) the Company, or (3) an employee benefit plan (or related
trust) sponsored or maintained by the Company or the Successor Entity.(h)
    
    For purposes of this Agreement, references to termination of
employment, retirement, separation from service and similar or correlative
terms mean a separation from service (as defined at Section 1.409A-1(h) of
the Treasury Regulations) from the Company and from all other corporations and
trades or businesses, if any, that would be treated as a single service
recipient with the Company under Section 1.409A-1(h)(3) of the Treasury
Regulations.(i)
    
    It is intended that the severance benefits described in this
Agreement qualify for an exemption from the requirements of Section 409A of the
Code, and the provisions of the Agreement shall be construed and administered
accordingly. If the Company nevertheless reasonably determines that,
notwithstanding such intent, any amount payable hereunder by reason of the
Executives separation from service is subject to the requirements of Section
409A and that at the relevant date Executive is or was a specified employee
as hereinafter defined, any portion of such amount that would otherwise have
been payable within six (6) months following such separation from service shall
instead be accumulated and paid six (6) months following such separation from
service. For purposes of the preceding sentence, specified employee means an
individual who is determined by the Company to be a specified employee as
defined in subsection (a)(2)(B)(i) of Section 409A of the Code.
 
 -15-




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5.6.
    
    Notice of Termination. Any termination of the Executives employment
under this Agreement shall be communicated by written notice of termination from the
terminating party to the other party. The notice of termination shall indicate the
specific provision(s) of this Agreement relied upon in effecting the termination.5.7.
    
    Section 280G. Notwithstanding any other provision herein, the
Executive shall be covered by the provisions set forth in Exhibit D hereto,
incorporated herein by this reference.
 6.
    
    Confidential and Proprietary Information; Non-Solicitation. Concurrently with
entering into this Agreement, the Executive will execute and deliver to the Company the
Confidentiality Agreement. Concurrently with entering into this Agreement, the Executive will
also execute and deliver to the Company the Non-Competition Agreement attached hereto as
Exhibit B (the Non-Competition Agreement).7.
    
    Withholding Taxes. Notwithstanding anything else herein to the contrary, the Company
may withhold (or cause there to be withheld, as the case may be) from any amounts otherwise
due or payable under or pursuant to this Agreement such federal, state and local income,
employment, or other taxes as may be required to be withheld pursuant to any applicable law or
regulation.8.
    
    Assignment. This Agreement is personal in its nature and neither of the parties
hereto shall, without the consent of the other, assign or transfer this Agreement or any
rights or obligations hereunder; provided, however, that the Company will
require any successor (whether direct or indirect) by purchase, merger, consolidation, or
transfer or sale of all or substantially all of its businesses or assets of the Company with
or to any other individual(s) or entity, or otherwise, to assume, discharge and perform all of
the promises, covenants, duties, and obligations of the Company hereunder.This Agreement shall inure to the benefit of and be enforceable by the Executives personal
or legal representatives, executors, administrators, successors, heirs, distributees,
devisees and legatees. If the Executive shall die while any amount would still be payable to
the Executive hereunder (other than amounts which, by their terms, terminate upon the death
of the Executive), all such amounts, unless otherwise provided herein, shall be paid on the
Executives behalf to the Executives executors, personal representatives or administrators
of the Executives estate.9.
    
    Number and Gender. Where the context requires, the singular shall include the
plural, the plural shall include the singular, and any gender shall include all other genders.10.
    
    Section Headings. The section headings of, and titles of paragraphs and
subparagraphs contained in, this Agreement are for the purpose of convenience only, and they
neither form a part of this Agreement nor are they to be used in the construction or
interpretation thereof.11.
    
    Governing Law. This Agreement, and all questions relating to its validity,
interpretation, performance and enforcement, as well as the legal relations hereby created
between the parties hereto, shall be governed by and construed under, and interpreted and
 -16-




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##### 



enforced in accordance with, the laws of the State of Massachusetts, notwithstanding any
Massachusetts or other conflict of law provision to the contrary.12.
    
    Severability. If any provision of this Agreement or the application thereof is held
invalid, the invalidity shall not affect other provisions or applications of this Agreement
which can be given effect without the invalid provisions or applications and to this end the
provisions of this Agreement are declared to be severable.13.
    
    Entire Agreement. This Agreement, together with the Confidentiality Agreement, the
Non-Competition Agreement and the Option Agreement, embodies the entire agreement of the
parties hereto respecting the matters within its scope. Except as expressly set forth herein,
this Agreement supersedes all prior and contemporaneous agreements of the parties hereto that
directly or indirectly bears upon the subject matter hereof. Except as expressly set forth
herein, any prior negotiations, correspondence, agreements, proposals or understandings
relating to the subject matter hereof shall be deemed to have been merged into this Agreement,
and to the extent inconsistent herewith, such negotiations, correspondence, agreements,
proposals, or understandings shall be deemed to be of no force or effect. There are no
representations, warranties, or agreements, whether express or implied, or oral or written,
with respect to the subject matter hereof, except as expressly set forth herein.This Agreement shall not supersede the Modification of Award agreed to in the letter agreement
between the Executive and the Company dated October 30, 2009, which agreement remains in full force
and effect in accordance with its terms.14.
    
    Modifications. This Agreement may not be amended, modified or changed (in whole or
in part), except by a formal, definitive written agreement expressly referring to this
Agreement, which agreement is executed by both of the parties hereto.15.
    
    Waiver. Neither the failure nor any delay on the part of a party to exercise any
right, remedy, power or privilege under this Agreement shall operate as a waiver thereof, nor
shall any single or partial exercise of any right, remedy, power or privilege preclude any
other or further exercise of the same or of any right, remedy, power or privilege, nor shall
any waiver of any right, remedy, power or privilege with respect to any occurrence be
construed as a waiver of such right, remedy, power or privilege with respect to any other
occurrence. No waiver shall be effective unless it is in writing and is signed by the party
asserted to have granted such waiver.16.
    
    Arbitration. Any controversy arising out of or relating to the Executives
employment or membership on the Board (whether or not before or after expiration of the Period
of Employment), any termination of the Executives employment or membership on the Board, this
Agreement, the Confidentiality Agreement, the Non-Competition Agreement, the Option Agreement,
the enforcement or interpretation of any of such agreements, or because of an alleged breach,
default, or misrepresentation in connection with any of the provisions of any such agreement,
including (without limitation) any state or federal statutory claims, shall be submitted to
arbitration in Boston, Massachusetts before a sole arbitrator mutually agreed upon by the
Executive and the Company. In the event the
 -17-




---



##### 



parties can not mutually agree upon such an arbitrator, the dispute shall be heard by a
panel of three arbitrators, one appointed by the Company, one appointed by the Executive,
and the third heard by the other two arbitrators. Notwithstanding the foregoing, provisional
injunctive relief may, but need not, be sought in a court of law while arbitration
proceedings are pending, and any provisional injunctive relief granted by such court shall
remain effective until the matter is finally determined by the arbitrator (or arbitrators).
The arbitration shall be administered by American Arbitration Association pursuant to its
Employment Arbitration Rules and Mediation Procedures. Judgment on the award may be entered
in any court having jurisdiction.
 The parties acknowledge and agree that they are hereby waiving any rights to trial by jury
in any action, proceeding or counterclaim brought by either of the parties against the other
in connection with any matter whatsoever arising out of or in any way connected with any of
the matters referenced in the first sentence of the first paragraph of this Section 16.To the extent permitted by law, the prevailing party (if a prevailing party is determined to
exist by the arbitrator or arbitrators) in any proceeding or action under this Section 16
shall be entitled, in addition to any other damages or relief awarded, to an award of
reasonable legal and accounting fees, expenses and other out-of-pocket costs incurred by
such party (including any costs and fees incurred by and payable to the arbitrator (or
arbitrators) and any costs incurred in enforcing any such award), not to exceed such fees
incurred by the non-prevailing party regardless of whether such proceeding or action
proceeds to final judgment; provided, however, that the Company shall not be deemed a
prevailing party for this purpose unless the arbitrator (or arbitrators) determines that
the Executive did not have a reasonable good faith belief that she would prevail as to at
least one material issue presented to the arbitrator (or arbitrators).Without limiting the remedies available to the parties and notwithstanding the foregoing
provisions of this Section 16, the Executive and the Company acknowledge that any breach of
any of the covenants or provisions contained in the Confidentiality Agreement or in the
Non-Competition Agreement could result in irreparable injury to either of the parties hereto
for which there might be no adequate remedy at law, and that, in the event of such a breach
or threat thereof, the non-breaching party shall be entitled to obtain a temporary
restraining order and/or a preliminary injunction and a permanent injunction restraining the
other party hereto from engaging in any activities prohibited by any covenant or provision
in the Confidentiality Agreement or the Non-Competition Agreement, as applicable, or such
other equitable relief as may be required to enforce specifically any of such covenants or
provisions.17.
    
    Insurance. The Company shall have the right at its own cost and expense to apply for
and to secure in its own name, or otherwise, life, health or accident insurance or any or all
of them covering the Executive, and the Executive agrees to submit to any usual and customary
medical examination and otherwise cooperate with the Company in connection with the
procurement of any such insurance and any claims thereunder.18.
    
    Notices.
 -18-




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##### 



All notices, requests, demands and other communications required or permitted under this
Agreement shall be in writing and shall be deemed to have been duly given and made if (i)
delivered by hand, (ii) otherwise delivered against receipt therefor, or (iii) sent by
registered or certified mail, postage prepaid, return receipt requested. Any notice shall be
duly addressed to the parties as follows:
  
  Any party may alter the address to which communications or copies are to be sent by giving
notice of such change of address in conformity with the provisions of this Section 18 for
the giving of notice. Any communication shall be effective when delivered by hand, when
otherwise delivered against receipt therefor, or five (5) business days after being mailed
in accordance with the foregoing.19.
    
    Counterparts. This Agreement may be executed in any number of counterparts, each of
which shall be deemed an original as against any party whose signature appears thereon, and
all of which together shall constitute one and the same instrument. This Agreement shall
become binding when one or more counterparts hereof, individually or taken together, shall
bear the signatures of all of the parties reflected hereon as the signatories. Photographic
copies of such signed counterparts may be used in lieu of the originals for any purpose.20.
    
    Legal Counsel; Mutual Drafting. Each party recognizes that this is a legally binding
contract and acknowledges and agrees that they have had the opportunity to consult with legal
counsel of their choice. Each party has cooperated in the drafting, negotiation and
preparation of this Agreement. Hence, in any construction to be made of this Agreement, the
same shall not be construed against either party on the basis of that party being the drafter
of such language. The Executive agrees and acknowledges that she has read and understands this
Agreement, is entering into it freely and voluntarily, and has been advised to seek counsel
prior to entering into this Agreement and has had ample opportunity to do so.The Company agrees to reimburse the Executive for all expenses and costs (including fees for
legal counsel), incurred by her relating to advice, drafting, negotiation, and preparation
of this Agreement and any related agreements, up to a maximum of Ten Thousand Dollars
($10,000.00) in the aggregate.21.
    
    Code Section 409A.
 -19-




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##### 



The payments and benefits described in this Agreement are intended to comply with the
requirement of, or with the requirements for exemption from, Section 409A of the Code, and
this Agreement shall be construed and administered accordingly.22.
    
    Indemnification, Liability Insurance. The Company agrees to indemnify the Executive
and hold the Executive harmless to the fullest extent permitted by applicable law and under
the bylaws of the Company against and in respect to any and all actions, suits, proceedings,
claims, demands, judgments, costs, expenses (including reasonable attorneys fees), losses,
and damages resulting from the Executives good-faith performance of the Executives duties
and obligations to the Company. The Company shall cover the Executive under directors and
officers liability insurance both during and, while potential liability exists (but in any
case not for more than six years), after the term of this Agreement in substantially the same
amount and on substantially the same terms as the Company covers its other active officers and
directors.
 [The remainder of this page has intentionally been left blank.]
 -20-




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IN WITNESS WHEREOF
 COMPANY
SeraCare Life Sciences, Inc.,
a Delaware corporationBy:

/s/
Eugene I. DavisName:  Eugene I. DavisTitle:    Chairman EXECUTIVE/s/ Susan VogtSusan Vogt




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##### 



EXHIBIT A
 SERACARE LIFE SCIENCES, INC.
CONFIDENTIALITY AGREEMENT
 [Attached]




---



##### 



  
 Susan Vogt
 Re:
    
    Confidentiality Agreement (Agreement)
   Definitions
  
    
    technical information (whether or not subject to patent registration or protection),
such as research and development, methods, trade secrets, data and know-how, formulas,
compositions, testing protocols or test results, whether written or oral and whether
technical or non-technical, as well as product sample. Processes and techniques or
manufacturing information, business plans or projections, customer lists, agreements,
discoveries, machines, inventions, ideas, computer programs (including software and data
used in all such programs), drawings, specifications;
    
    except to the extent publicly disclosed by SeraCare Life Sciences, Inc. without any
fault by you or any other person or entity, information relating to SeraCare Life Sciences,
Inc. patents, patent applications, and patent disclosures, together with all reissuances,
continuations, continuations-in-part, revisions, extensions, and reexaminations thereof,
and all improvements and inventions related thereto;
    
    business information, such as information concerning any products, customers, suppliers,
production, developments, costs, purchasing, pricing, profits, markets, sales, accounts,
customers, financing, acquisitions, strategic alliances or collaborations, expansions; and
 A-1




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##### 




    
    other information relating to SeraCare Life Sciences, Inc. business practices,
strategies or policies.
    Confidential Information
  Developments
 A-2




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##### 



California Goggin Act
 Non-Solicitation
 A-3




---



##### 




    
    solicit any other person or entity who is a customer of SeraCare Life Sciences, Inc. and
whose name, identity, or business habits are trade secrets to engage in any Competitive
Business or to curtail or cease any business or business relationship with SeraCare Life
Sciences, Inc. or its employees or independent contractors;
    
    solicit any other employee or independent contractor to terminate any employment or
engagement with SeraCare Life Sciences, Inc. and engage in a Competitive Business; or
    
    disparage SeraCare Life Sciences, Inc., its employees, independent contractors or their
services or products.
 No Conflicts
   No Employment Rights
 Remedies and Conflict Resolution
  A-4




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##### 



Miscellaneous
 A-5




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##### 



A-6




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##### 



Very truly yours,/s/ Robert CresciRobert Cresci, Chairman  By:
    
    /s/ Susan VogtSusan Vogt
 (Please be sure to complete, sign & date the attached
Schedule A-1 writing NONE if applicable)
 A-7




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##### 



EMPLOYEES INTELLECTUAL PROPERTY EXCLUDED FROM THIS AGREEMENT
  (If none, write none above.)
 By:
    
    /s/ Susan VogtSusan Vogt
  A-8




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##### 



A-9




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##### 



EXHIBIT B
 NON-COMPETITION AGREEMENT
           Non-Competition
  B-1




---



##### 



Public Securities
 No Interference with the Business; Non-Solicitation
   Remedies
 B-2




---



##### 



Waiver of Trial by Jury
 Acknowledgment
 B-3




---



##### 



Entire Agreement; Amendments and Waivers; Several Agreements
 Representations and Warranties
 Notices
 Governing Law
 Severability
 Successors and Assigns
 B-4




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##### 



Defined Terms
 Independent Review and Advice
 B-5




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##### 



SERACARE LIFE SCIENCES, INC.
    
    
    
    EXECUTIVE/s/ Bob Cresci
    
    
    
    /s/ Susan VogtBob Cresci, Chairman
    
    
    
    Susan VogtAddress1 Wildwood StreetWinchester, MA 01890Facsimile Number
 B-6




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##### 



EXHIBIT C
 SERACARE LIFE SCIENCES, INC.
NONQUALIFIED STOCK OPTION AGREEMENT
 [Attached]




---



##### 



SERACARE LIFE SCIENCES, INC.
NONQUALIFIED STOCK OPTION AGREEMENT
 THIS NONQUALIFIED STOCK OPTION AGREEMENT Option Agreement Corporation Common Stock
 Number of Shares of Common Stock:1
    
    
    450,000
    
    
    Award Date:  , 2006Exercise Price per Share:1
    
    $
    
    Expiration Date:1,2, 2016
 Vesting 1,2
  PARTICIPANT
    
    
    
    SERACARE LIFE SCIENCES, INC.(a California corporation)SignatureBy:Print NameIts:AddressCity, State, Zip Code
 
 1
    
    Subject to adjustment under Section 4.1 of the Terms.2
    
    Subject to early termination under Section 4.2 or 4.3
of the Terms.




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##### 



TERMS AND CONDITIONS OF OPTION
 1. Vesting; Limits on Exercise
  
    
    Cumulative Exercisability. To the extent that the Option is vested and
exercisable, the Participant has the right to exercise the Option (to the extent not
previously exercised), and such right shall continue, until the expiration or earlier
termination of the Option.
    
    No Fractional Shares. Fractional share interests shall be disregarded, but may
be cumulated.
    
    Minimum Exercise. No fewer than 1001 shares of Common Stock may be purchased at
any one time, unless the number purchased is the total number at the time exercisable under
the Option.
 2. Continuance of Employment Required; No Employment Commitment
   Subsidiary
 3. Exercise of Option.
 3.1. Method of Exercise.
 
    
    delivery of an executed Exercise Agreement in substantially the form attached hereto as
Exhibit A or such other form as from time to time may be required by the Corporation (the
Exercise Agreement);
 1




---



##### 




    
    payment in full for the Exercise Price of the shares to be purchased in one of the forms
set forth under Section 3.2;
    
    satisfaction of the tax withholding provisions of Section 3.3 below; and
    
    any written statements or agreements required pursuant to Section 3.4 below.
 3.2. Payment of Exercise Price.
 
    
    in cash or by electronic funds transfer;
    
    by check payable to the order of the Corporation;
    
    if authorized by the Corporation, by a cashless exercise pursuant to such rules as the
Corporation may adopt;
    
    by notice and third party payment in such manner as may be authorized by the
Corporation;
    
    subject to the proviso below and the approval of the Corporations Board of Directors
(the Board) at the time, by the delivery of shares of Common Stock already owned by the
Participant, provided that any shares of Common Stock delivered that were initially
acquired from the Corporation upon exercise of a stock option must have been owned by the
Participant at least six (6) months as of the date of delivery.
 Fair Market
Value
  NASD
  2




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##### 



3.3. Tax Withholding.
 
    
    require the Participant (or her personal representative or her beneficiary, in the case
of the Participants disability or death, as the case may be) to pay or provide for payment
of at least the minimum amount of any taxes which the Corporation may be required to
withhold with respect to the Option event or payment;
    
    deduct from any amount payable in cash the minimum amount of any taxes which the
Corporation may be required to withhold with respect to such cash payment; or
    
    reduce the number of shares of Common Stock to be delivered by (or otherwise reacquire)
the appropriate number of shares of Common Stock, valued at their then Fair Market Value,
to satisfy such withholding obligation.
  3.4. Legal Compliance
 4. Adjustments; Early Termination .
 4.1. Adjustments.
 3




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##### 



4.2. Possible Early Termination of Option Change in Control Event Business Combination Successor Entity
 4.3. Effects of Termination of Employment or Service  Employment Agreement Severance
Date
 4




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##### 



5. Non-Transferability and Other Restrictions .
   
    
    transfers to the Corporation,
    
    the designation of a beneficiary to receive benefits in the event of the Participants
death or, if the Participant has died, transfers to or exercise by the Participants
beneficiary, or, in the absence of a validly designated beneficiary, transfers by will or
the laws of descent and distribution,
    
    transfers pursuant to a qualified domestic relations order if approved or ratified by
the Corporation,
    
    if the Participant has suffered a disability, permitted transfers or exercises on behalf
of the Participant by her legal representative,
    
    the authorization by the Corporation of cashless exercise procedures consistent with
applicable laws and the express authorization of the Corporation, or
    
    upon approval by the Corporation, transfers to certain persons or entities related to
the Participant, subject to the condition that the Corporation receive evidence
satisfactory to it that the transfer is being made for essentially estate and/or tax
planning purposes on a gratuitous or donative basis and without consideration (other than
nominal consideration or in exchange for an interest in a qualified transferee).
 Securities Act
 5




---



##### 



6. Privileges of Stock Ownership .
  7. No Corporate Action Restriction
  8. Notices .
  9. Entire Agreement .
  6




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##### 



10. Governing Law; Limited Rights
 10.1. California Law
 10.2. Limited Rights
 11. Representations by the Participant .
  
    
    The Participant is acquiring the Option and if and when she exercises the Option will
acquire the shares of Common Stock solely for the Participants own account, for investment
purposes only, and not with a view to or an intent to sell, or to offer for resale in
connection with any unregistered distribution, all or any portion of the shares within the
meaning of the Securities Act, the California Corporate Securities Law, or other applicable
state securities laws.
    
    The Participant is knowledgeable about the Corporation and has a preexisting personal or
business relationship with the Corporation. As a result of such relationship, she is
familiar with, among other characteristics, its business and financial circumstances and
has access on a regular basis to or may request the Corporations condensed consolidated
balance sheet and condensed consolidated income statement setting forth information
material to the Corporations financial condition, operations and prospects.
    
    The Participant understands that neither this Option nor the Common Stock to be
purchased upon exercise of this Option has been registered pursuant to the Securities Act
or any state securities laws, and the offer and sale of the Common Stock to be purchased
upon exercise of this Option is intended to be exempt from registration under the
Securities Act and under applicable state securities laws, which exemption depends upon,
among other things, the bona fide nature of the investment intent and the accuracy of the
Participants representations as expressed herein.
    
    The Participant is an accredited investor as defined in Rule 501 promulgated by the
Securities and Exchange Commission under the Securities Act.
    
    At no time was an oral representation made to the Participant relating to the Option or
the purchase of shares of Common Stock and the Participant was not presented with or
 7




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solicited by any promotional meeting or material relating to the Option or the Common Stock.
 (Remainder of Page Intentionally Left Blank)
 8




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EXHIBIT A
 SERACARE LIFE SCIENCES, INC.
OPTION EXERCISE AGREEMENT
  
    
    the Purchaser hereby irrevocably elects to purchase
 shares of Common Stock,
no par value per share (the Shares), of SeraCare Life Sciences, Inc., a Delaware
corporation (the Corporation), and
    
    such purchase shall be at the price of $ per share, for an aggregate amount of
$ (subject to applicable withholding taxes pursuant to Section 3.3 of the Terms
and Conditions of Option attached to the Option Agreement (the Terms)).
 
 Option Agreement
 PURCHASER
    
    
    
    ACCEPTED BY:SERACARE LIFE SCIENCES, INC.(a Delaware corporation)SignatureBy:Print NamePrint Name:Title:Address(To be completed by the Corporation after the priceCity, State, Zip Code
    
    
    
    (including applicable withholding taxes), value (ifapplicable) and receipt of funds is verified.)




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EXHIBIT D
 SECTION 280G PROVISIONS
 1.1 Potential Cut-Back.
   D-1




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1.2 Potential Gross-Up.
    1.3 Determination.
  D-2




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1.4 Notification.
       D-3




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D-4




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1.5 Compliance with Law.
  D-5




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EXHIBIT E
 SERACARE LIFE SCIENCES, INC.
FORM OF RELEASE AGREEMENT




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EXHIBIT E
 SERACARE LIFE SCIENCES, INC.
FORM OF RELEASE AGREEMENT
 Release by Executive
 Acknowledgement of Payment of Wages
 E-1




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ADEA Waiver
      No Transferred Claims
 No Pending or Future Lawsuits
 E-2




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ExecutiveSusan VogtSERACARE LIFE SCIENCES, INC.By:
 E-3




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EXHIBIT E-1
  E-4




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EXHIBIT E-2
    
 SUSAN VOGT
 E-5