Exhibit
10.1





AMENDMENT
NO. 1 TO


SEPARATION
AGREEMENT AND GENERAL RELEASE





This
Amendment No. 1 (the “Amendment”), effective as of April 3, 2009, by and between
Strategic Diagnostics Inc., a Delaware corporation, together with each and every
one of its predecessors, successors (by merger or otherwise), parents,
subsidiaries, affiliates, assigns, directors, officers, employees and agents,
whether named herein or otherwise, on the other hand (hereinafter collectively
referred to as the “Company”), and Stanley Fronczkowski (“Fronczkowski”), to
that certain Separation Agreement and General Release, dated as of December 8,
2008, by and between the Company and Fronczkowski (the “Separation
Agreement”).  All terms not otherwise defined herein shall have the
meanings given such terms in the Separation Agreement.





WHEREAS,
the Company and Fronczkowski agreed in the Separation Agreement that
Fronczkowski was to be released from employment by SDI effective April 3, 2009;
and





WHEREAS,
the Company and Fronczkowski wish to extend that date such that Fronczkowski
shall be released from employment by SDI effective June 30, 2009, and to make
certain other changes to the Separation Agreement as described
herein.





NOW,
THEREFORE, in consideration of the foregoing, the mutual promises herein made
and other good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged, the Parties mutually agree to amend the Separation
Agreement as follows:





1.           Date of
Separation.  The reference in Section 6(a) of the Separation
Agreement to April 3, 2009 shall instead be deemed to refer to July 3,
2009.





2.           Benefits
Continuation.  The reference in Section 6(c) of the Separation
Agreement to October 31, 2009 shall instead be deemed to refer to January 31,
2010.





3.           Payment in Lieu of
Outplacement Services. The Company shall, in satisfaction of its
obligation set forth in Section 5(h) of the Separation Agreement, pay
Fronczkowski, within ten (10) days after the Separation Date, in cash, the
amount of $20,000.  Such payment will be deemed to satisfy in full all
obligations of the Company under Section 5(h) of the Separation
Agreement.  Fronczkowski shall not be entitled to receive this payment
unless he delivers to the Company, on the date of such payment, a General
Release in the Form set forth as Exhibit A to the
Separation Agreement.





4.           Miscellaneous.





(a)             
Reaffirmation.  Except
as expressly modified hereby, the Parties hereby reaffirm each and every
provision set forth in the Separation Agreement and, except as modified hereby,
the Parties acknowledge and agree that each provision and obligation therein
continues in full force and effect.





(b)            
Counterparts.  This
Amendment may be executed in one or more counterparts, each of which shall be
deemed an original but both of which together will constitute one and the same
instrument.





[SIGNATURE
PAGE FOLLOWS]







IN
WITNESS WHEREOF, the Parties hereto have executed this Amendment on May 14,
2009, effective as of the date first above written.






STRATEGIC
DIAGNOSTICS INC.







By
                        /s/ Francis M. DiNuzzoName:
      Francis M. DiNuzzoTitle:   Chief
      Executive Officer/s/ Stanley FronczkowskiStanley
      Fronczkowski
    2