Exhibit
10.3

    


    AMENDMENT
TO

    EMPLOYMENT
AGREEMENT

    


    THIS AMENDMENT TO EMPLOYMENT AGREEMENT
(the “Amendment”) is made
as of this 1st day of
September, 2010, by and between IVAX Diagnostics, Inc. a Delaware corporation
(the “Company”), and Arthur
Levine (the “Executive”).

    


    WHEREAS, the Company and the Executive
are parties to that certain Employment Agreement, dated effective as of April 5,
2010 (the “Employment
Agreement”); and

    


    WHEREAS, the Company and the Executive
desire to amend the Employment Agreement in the manner set forth in this
Amendment.

    


    NOW, THEREFORE, in consideration of the
premises and the covenants and agreements set forth herein, and for other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Company and the Executive hereby mutually agree as
follows:

    


    1.           Scope of Employment.
Section 1 of the Employment Agreement is hereby deleted in its entirety and
replaced with the following:

    


    “The
Company hereby agrees to employ the Executive, and the Executive hereby agrees
to be employed by the Company, as Chief Financial Officer and Vice President of
Finance of the Company. The Executive shall have the customary responsibilities
and authority of such positions and shall perform such duties consistent with
the responsibilities of such positions as may be determined and assigned to the
Executive by the Chairman of the Board of Directors of the Company (the
“Chairman”). The Executive shall devote his best efforts and his full business
time, attention and energies to Company affairs as are necessary to fully
perform his duties for the Company.”

    


    2.           Base
Salary.  The first sentence of Section 2(a) of the Employment
Agreement is hereby amended to delete the dollar amount of “$135,000” and to
replace it with the dollar amount of “$170,000”.

    


    3.           Termination. The
final paragraph of Section 4 of the Employment Agreement is hereby deleted in
its entirety and replaced with the following:

    


    “The
Company shall provide the Executive with written notice describing any event or
condition that gives the Company Cause for terminating this Agreement and the
Executive’s employment hereunder. Only in the case of conduct described in
paragraph (iv) above, Cause will not be considered to exist unless the Executive
is given thirty (30) days after the date of such written notice to cure such
breach to the reasonable satisfaction of the Chairman. If the Executive cures
such breach to the reasonable satisfaction of the Chairman within such thirty
(30) day period, then the Company shall not be entitled to terminate this
Agreement and the Executive’s employment hereunder for Cause.”


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    4.          Miscellaneous.  The
validity, interpretation, construction and performance of this Amendment shall
be governed by the laws of the State of Florida, without regard to its conflicts
of law principles.  Except as specifically amended by this Amendment,
the Employment Agreement shall remain unaffected and in full force and
effect.

    


    [Signature
page follows]


    
      
         


      

      
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    IN WITNESS WHEREOF, each of the Company
and the Executive has duly executed this Amendment as of the day and year first
above set forth.
 


    
    

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                	
                                        COMPANY:

                                      	 	
                                        EXECUTIVE:

                                      
	 
      	 	 
      
	
                                        IVAX
      Diagnostics, Inc.

                                      	 	 
      
	 
      	 	 
      
	
                                        By:

                                      	
                                        /s/
      Kevin Clark

                                      	 	
                                        /s/
      Arthur Levine

                                      
	

                                        Name:
      Kevin Clark 

                                      	 	

                                        Arthur
      Levine 

                                      
	Title:
      Chief Executive
      Officer/Chief Operating Officer 	 	 


                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    


    
      
         


      

      
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