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                                                                   EXHIBIT 10.13

                                     EMPLOYMENT AGREEMENT

        This Employment Agreement (this "Agreement"), dated as of [Exhibit A] is
between Luminex Corporation, a Delaware corporation, and [Exhibit A]
("Executive").

                                        R E C I T A L S

        A.     Executive has been employed by Employer, and Employer and
Executive desire to enter into a written agreement to specify the terms and
conditions of Executive's continued employment with Employer.

        B.     Employer considers the maintenance of a sound management team,
including Executive, essential to protecting and enhancing its best interests
and those of its stockholders.

        C.     Employer recognizes that the possibility of a change in control
of Employer may result in the departure or distraction of management to the
detriment of Employer and its stockholders.

        D.     Executive is an executive officer of Employer and an integral
member of its management team.

        E.     Employer has determined that appropriate steps should be taken to
reinforce and encourage the continued attention and dedication of selected
members of Employer's management team to their assigned duties without the
distraction arising from the possibility of a change in control of Employer.

        In consideration of Executive's past and future employment with Employer
and other good and valuable consideration the parties agree as follows:

        Section 1.    Employment.  Employer hereby employs Executive, and
Executive hereby accepts employment, upon the terms and subject to the
conditions hereinafter set forth.

        Section 2.    Duties. Executive shall be employed as [Exhibit A], or
such other position of comparable or greater responsibilities and that are
within Executive's area of expertise to which he may be appointed by the Board
of Directors. Executive agrees to devote his full time and best efforts to the
performance of the duties attendant to his executive position with Employer.

        Section 3.    Term. The term of employment of Executive hereunder shall
commence on [Exhibit A] (the "Commencement Date") and continue until [Exhibit A]
unless earlier terminated pursuant to Section 6 or Section 10; provided,
however, that commencing on [Exhibit A] the term shall automatically be extended
on each day from that date for an additional year.

        Section 4.    Compensation and Benefits.  In consideration for the
services of Executive hereunder, Employer shall compensate Executive as follows:

               (a)    Base Salary. Until the termination of Executive's
        employment hereunder, Employer shall pay Executive a base salary at an
        annual rate of not less than $[Exhibit A] (as may be increased from time
        to time, the "Base Salary") payable in accordance with the then current
        payroll policies of Employer. Any increase in the Base Salary shall be
        in the sole discretion of the Board of Directors of the Company or the
        appropriate committee thereof.

               (b)    Management Incentive Bonus. Executive shall be eligible to
        receive from Employer such annual management incentive bonuses as may be
        provided in management incentive bonus plans adopted from time to time
        by Employer.

               (c)    Vacation. Executive shall be entitled to three weeks of
        paid vacation per year at the reasonable and mutual convenience of
        Employer and Executive. Unless otherwise approved by the Board


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        of Directors of the Company or the appropriate committee thereof,
        accrued vacation not taken in any applicable period shall not be carried
        forward or used in any subsequent period.

               (d)    Group Benefits. Executive shall be entitled to
        participate in all group benefit plans of Employer in accordance with
        Employer's regular practices for its employees. Employer shall provide
        accident, health, dental, disability and life insurance for Executive
        under the group accident, health, dental, disability and life insurance
        plans maintained by Employer for its full-time, salaried employees.


        Section 5.    Expenses. Executive shall be entitled to reimbursement
from Employer for reasonable out-of-pocket expenditures incurred by Executive in
the course of performing Executive's duties hereunder, including, but not
limited to, reasonable out-of-pocket expenditures incurred by Executive in
relocating his household to the Austin, Texas metropolitan area.

        Section 6.    Termination.

               (a)    General. Executive's employment hereunder shall commence
        on the Commencement Date and continue until the end of the term
        specified in Section 3, except that the employment of Executive
        hereunder shall terminate prior to such time in accordance with the
        following:

                      (i)   Death or Disability. Upon the death of Executive
               during the term of his employment hereunder or, at the option of
               Employer, in the event of Executive's Disability, upon 30 days'
               notice to Executive.

                      (ii)  For Cause.  For "Cause" immediately upon written
               notice by Employer to Executive. A termination shall be for
               Cause if:

                            (1)    Executive commits a criminal act involving
                      moral turpitude; or

                            (2)    Executive commits a material breach of any of
                      the covenants, terms and provisions hereof or fails to
                      obey lawful and proper written directions delivered to
                      Executive by Employer's Chairman of the Board, President,
                      Chief Executive Officer or its Board of Directors.

                      (iii) Without Cause. Without Cause upon notice by Employer
               to Executive. Without limiting the foregoing, the termination of
               Executive's employment hereunder upon the expiration of the term
               of his employment specified in Section 3 shall be treated as a
               termination by Employer without Cause pursuant to this Section
               6(a)(iii).

               (b)    Severance Pay and Bonuses.

                      (i)   Termination Upon Death or Disability. Executive
               shall not be entitled to any Separation Payments or any other
               severance pay or other compensation upon termination of his
               employment hereunder pursuant to Section 6(a)(i) except for the
               following (which shall be paid promptly after termination,
               except as specified in subsection (4) below):

                            (1)    his Base Salary accrued but unpaid as of the
                      date of termination;

                            (2)    unpaid expense reimbursements under Section 5
                      for expenses incurred in accordance with the terms hereof
                      prior to termination;


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                             (3)   compensation for accrued, unused vacation as
                      of the date of termination, determined in accordance
                      with Employer's policies and procedures then in effect;
                      and

                            (4)    any bonus to which Executive would have been
                      entitled for the Bonus Period if he were still employed
                      hereunder on the last day of the Bonus Period. Any such
                      bonus shall be paid to Executive at the same time bonuses
                      are paid in respect of the Bonus Period to other employees
                      of Employer entitled to receive bonuses for the Bonus
                      Period. In the event the determination of Executive's
                      bonus in respect of the Bonus Period involves any
                      subjective assessment, such assessment shall be made in a
                      manner most favorable to Executive. For purposes of this
                      Agreement, the term "Bonus Period" means the full fiscal
                      year or other applicable bonus period during which
                      Executive's employment hereunder was terminated (or during
                      which Executive became Disabled, in the event of a
                      termination for Disability).

                      (ii)  Termination Without Cause. In the event Executive's
               employment hereunder is terminated pursuant to Section 6(a)(iii),
               Employer shall promptly pay Executive an amount equal to one
               year's Base Salary at the then current rate plus the amount of
               the most recent annual cash bonus amount in a single lump sum
               payment as Executive's sole remedy in connection with such
               termination. Employer shall also promptly pay Executive the
               following:

                            (1)    his Base Salary accrued but unpaid as of the
                      date of termination;

                            (2)    unpaid expense reimbursements under Section 5
                      for expenses incurred in accordance with the terms hereof
                      prior to termination; and

                            (3)    compensation for accrued, unused vacation as
                      of the date of termination, determined in accordance
                      with Employer's policies and procedures then in effect.

        The payments described in this Section 6(b)(ii) are referred to herein
collectively as the "Separation Payments." This Section 6(b)(ii) is subject to
the provisions of Section 10(j) dealing with the coordination of payments in the
event of a Change in Control.

                      (iii) Termination For Cause; Voluntary Termination.
               Executive shall not be entitled to any Separation Payments or any
               other severance pay or other compensation upon termination of his
               employment hereunder pursuant to Section 6(a)(ii), or upon
               Executive's voluntary termination of his employment hereunder,
               except for the following (which shall be paid promptly after
               termination):

                            (1)    his Base Salary accrued but unpaid as of the
                      date of termination;

                             (2)   unpaid expense reimbursements under Section 5
                      for expenses incurred in accordance with the terms hereof
                      prior to termination; and

                            (3)    compensation for accrued, unused vacation as
                      of the date of termination, determined in accordance
                      with Employer's policies and procedures then in effect.

               (c)    Transfers of Employment.  Executive's employment hereunder
        shall continue until the earlier of the following:

                      (i)   Executive's employment with all Employers
               terminates; or



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                      (ii)  the last Employer (other than the Company) by which
               Executive is employed under this Agreement ceases to be a
               subsidiary or affiliate of the Company. For purposes of Section
               6(b)(ii), the termination of Executive's employment hereunder
               pursuant to this Section 6(c)(ii) shall be treated as a
               termination by Employer without Cause pursuant to Section
               6(a)(iii).

        Section 7.    Inventions; Assignment.

               (a)    Inventions Defined. All rights to discoveries, inventions,
        improvements, designs, work product and innovations (including without
        limitation all data and records pertaining thereto) that relate to the
        business of Employer, whether or not specifically within Executive's
        duties or responsibilities and whether or not patentable, copyrightable
        or reduced to writing, that Executive may discover, invent, create or
        originate during the term of his employment hereunder or otherwise, and
        for a period of six months thereafter, either alone or with others and
        whether or not during working hours or by the use of the facilities of
        Employer ("Inventions"), shall be the exclusive property of Employer.
        Executive shall promptly disclose all Inventions to Employer, shall
        execute at the request of Employer any assignments or other documents
        Employer may deem necessary to protect or perfect its rights therein,
        and shall assist Employer, at Employer's expense, in obtaining,
        defending and enforcing Employer's rights therein. Executive hereby
        appoints Employer as his attorney-in-fact to execute on his behalf any
        assignments or other documents deemed necessary by Employer to protect
        or perfect its rights to any Inventions.

               (b)    Covenant to Assign and Cooperate. Without limiting the
        generality of the foregoing, Executive shall assign and transfer, and
        does hereby assign and transfer, to Employer the world-wide right, title
        and interest of Executive in the Inventions. Executive agrees that
        Employer may file copyright registrations and apply for and receive
        patents (including without limitation Letters Patent in the United
        States) for the Inventions in Employer's name in such countries as may
        be determined solely by Employer. Executive shall communicate to
        Employer all facts known to Executive relating to the Inventions and
        shall cooperate with Employer's reasonable requests in connection with
        vesting title to the Inventions and related copyrights and patents
        exclusively in Employer and in connection with obtaining, maintaining,
        protecting and enforcing Employer's exclusive copyrights and patent
        rights in the Inventions.

               (c)    Successors and Assigns. Executive's obligations under this
        Section 7 shall inure to the benefit of Employer and its successors and
        assigns and shall survive the expiration of the term of this Agreement
        for such time as may be necessary to protect the proprietary rights of
        Employer in the Inventions.

               (d)    Consideration and Expenses. Executive shall perform his
        obligations under this Section 7 at Employer's expense, but without any
        additional or special compensation therefor.

        Section 8.    Confidential Information.

               (a)    Acknowledgment of Proprietary Interest. Executive
        acknowledges that all Confidential Information is a valuable, special
        and unique asset of Employer's business, access to and knowledge of
        which are essential to the performance of Executive's duties hereunder.
        Executive acknowledges the proprietary interest of Employer in all
        Confidential Information. Executive agrees that all Confidential
        Information learned by Executive during his employment with Employer or
        otherwise, whether developed by Executive alone or in conjunction with
        others or otherwise, is and shall remain the exclusive property of
        Employer. Executive further acknowledges and agrees that his disclosure
        of any Confidential Information will result in irreparable injury and
        damage to Employer.

               (b)    Confidential Information Defined. "Confidential
        Information" means all confidential and proprietary information of
        Employer, written, oral or computerized, as it may exist from time to
        time, including without limitation (i) information derived from reports,
        investigations, experiments, research and


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        work in progress, (ii) methods of operation, (iii) market data, (iv)
        proprietary computer programs and codes, (v) drawings, designs, plans
        and proposals, (vi) marketing and sales programs, (vii) client and
        supplier lists and any other information about Employer's relationships
        with others, (viii) historical financial information and financial
        projections, (ix) network and system architecture, (x) all other
        concepts, ideas, materials and information prepared or performed for or
        by Employer and (xi) all information related to the business plan,
        business, products, purchases or sales of Employer or any of its
        suppliers and customers, other than information that is publicly
        available.

               (c)    Covenant Not To Divulge Confidential Information.
        Employer is entitled to prevent the disclosure of Confidential
        Information. As a portion of the consideration for the employment of
        Executive and for the compensation being paid to Executive by Employer,
        Executive agrees at all times during the term of his employment
        hereunder and thereafter to hold in strict confidence and not to
        disclose or allow to be disclosed to any person, firm or corporation,
        other than to persons engaged by Employer to further the business of
        Employer, and not to use except in the pursuit of the business of
        Employer, the Confidential Information, without the prior written
        consent of Employer. This Section 8 shall survive and continue in full
        force and effect in accordance with its terms after, and will not be
        deemed to be terminated by, any termination of this Agreement or of
        Executive's employment with Employer for any reason.

               (d)    Return of Materials at Termination. In the event of any
        termination or cessation of his employment with Employer for any reason,
        Executive shall promptly deliver to Employer all property of Employer,
        including without limitation all documents, data and other information
        containing, derived from or otherwise pertaining to Confidential
        Information. Executive shall not take or retain any property of
        Employer, including without limitation any documents, data or other
        information, or any reproduction or excerpt thereof, containing, derived
        from or pertaining to any Confidential Information. The obligation of
        confidentiality set forth in this Section 8 shall continue
        notwithstanding Executive's delivery of such documents, data and
        information to Employer.

        Section 9.    Noncompetition.

               (a)    Covenant Not to Compete. Executive acknowledges that
        during the term of his employment Employer has agreed to provide to him,
        and he shall receive from Employer, special training and knowledge,
        including without limitation the Confidential Information. Executive
        acknowledges that the Confidential Information is valuable to Employer
        and, therefore, its protection and maintenance constitutes a legitimate
        interest to be protected by Employer by the enforcement of the covenant
        not to compete contained in this Section 9. Executive also acknowledges
        that such covenant not to compete is ancillary to other enforceable
        agreements of the parties, including without limitation the agreements
        regarding Confidential Information in Section 8 and the agreements
        regarding the payment of the Separation Payments and other severance pay
        and of the Termination Payment in Section 6 and Section 10,
        respectively. Therefore, following the termination of Employee's
        employment hereunder, Executive shall not directly or indirectly:

                      (i)   for a period of one year following the date of the
               termination (unless extended pursuant to the terms of this
               Section 9) engage, alone or as a shareholder, partner, member,
               manager, director, officer, employee of or consultant to, any
               entity other than Employer that is in existence on the date of
               the termination and is at that time engaged directly, or
               indirectly through any subsidiary, division or other business
               unit (individually, an "Entity") that engages, anywhere in North
               America or in any other geographic area in or with respect to
               which Executive has any duties or responsibilities during the
               term of his employment with Employer, in any business activities
               that were conducted by Employer prior to the date of such
               termination (the "Designated Industry"); or

                      (ii)  for a period of one year following the date of the
               termination (unless extended pursuant to the terms of this
               Section 9) solicit or



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               encourage any director, officer, employee of or consultant to
               Employer to end his relationship with Employer and commence any
               such relationship with any competitor of Employer in the
               Designated Industry.

               (b)    Exclusion. Notwithstanding the provisions of this
        Section 9, Employee's noncompetition obligations hereunder shall not
        preclude Employee from owning less than one percent of the voting power
        or economic interest in any publicly traded corporation conducting
        business activities in the Designated Industry.

               (c)    No Offset. The representations and covenants contained in
        this Section 9 on the part of Executive shall be construed as ancillary
        to and independent of any other provision of this Agreement, and the
        existence of any claim (monetary or otherwise) or cause of action of
        Executive against Employer or any officer, director or shareholder of
        Employer, whether predicated on this Agreement or otherwise, shall not
        constitute a defense to the enforcement by Employer of the covenants of
        Executive contained in this Section 9.

               (d)    Extension and Survival. If Executive violates any covenant
        contained in this Section 9, Employer shall not, as a result of such
        violation or the time involved in obtaining legal or equitable relief
        therefor, be deprived of the benefit of the full period of any such
        covenant. Accordingly, the covenants of Executive contained in this
        Section 9 shall be deemed to have durations as specified in Section
        9(a), which periods shall be extended by a number of days equal to the
        sum of (i) the total number of days Executive is in violation of any of
        the covenants contained in this Section 9 prior to the commencement of
        any litigation relating thereto and (ii) the total number of days the
        parties are involved in such litigation, through the date of entry by a
        court of competent jurisdiction of a final judgment enforcing the
        covenants of Executive in this Section 9. This Section 9 shall survive
        and continue in full force and effect in accordance with its terms
        after, and will not be deemed to be terminated by, any termination of
        this Agreement.

               (e)    Severability. If at any time the provisions of this
        Section 9 are determined to be invalid or unenforceable by reason of
        being vague or unreasonable as to area, duration or scope of activity,
        this Section 9 shall be considered divisible and shall be immediately
        amended to only such area, duration or scope of activity as shall be
        determined to be reasonable and enforceable by the court or other body
        having jurisdiction over the matter; and Executive agrees that this
        Section 9 as so amended shall be valid and binding as though any invalid
        or unenforceable provision had not been included herein.

        Section 10.   Termination of Employment in Connection With a Change
In Control.

               (a)    Applicability. The provisions of this Section 10 shall
        apply in lieu of all conflicting provisions in this Agreement in the
        event Executive's employment with Employer is terminated in a Triggering
        Termination. Each of the following events constitutes a "Triggering
        Termination" when Executive's employment with Employer is:

                      (i)   actually terminated by Employer during an Applicable
               Period for any reason other than for Good Reason;

                      (ii)  Constructively Terminated by Employer during an
               Applicable Period;

                      (iii) terminated by Executive for any reason other than
               death, or for no reason, within the 180 day period commencing on
               the date of the Change in Control; or

                      (iv)   terminated pursuant to Section 6(c)(ii) during an
               Applicable  Period.

               (b)    Termination Payment. Upon the occurrence of a Triggering
        Termination, Employer shall pay Executive a lump sum payment in cash
        (the "Termination Payment") equal to 2.99 times Executive's average
        annual base salary plus cash bonus amount for the most recent five
        calendar years ending prior to



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        the occurrence of the Triggering Event. Employer shall pay the
        Termination Payment to Executive concurrently with the Triggering
        Termination or, if the Triggering Termination occurs before the Change
        in Control, concurrently with the Change in Control.

               (c)    Change in Control.  A Change in Control means the
        occurrence during the term of this Agreement of any of the following
        events:

                      (i)   Employer is merged, consolidated or reorganized into
               or with another corporation or other legal person, and as a
               result of such merger, consolidation or reorganization less than
               50% of the combined voting power of the then-outstanding
               securities entitled to vote generally in the election of
               directors ("Voting Stock") of such corporation or person
               immediately after such transaction are held in the aggregate by
               the holders of Voting Stock of Employer immediately prior to such
               transaction;

                      (ii)  Employer sells or otherwise transfers all or
               substantially all of its assets to another corporation or other
               legal person, and less than 50% of the combined voting power of
               the then-outstanding Voting Stock of such corporation or person
               is held in the aggregate by the holders of Voting Stock of
               Employer immediately prior to such sale or transfer;

                      (iii) There is a report filed on Schedule 13D or Schedule
               14D-1 (or any successor schedule, form or report), each as
               promulgated pursuant to the Securities Exchange Act of 1934, as
               amended (the "Exchange Act"), disclosing that any person (as the
               term "person" is used in Section 13(d)(3) or Section 14(d)(2) of
               the Exchange Act), other than a Director of Employer on the date
               hereof (or any group of such Directors), has become the
               beneficial owner (as the term "beneficial owner" is defined under
               Rule 13d-3 or any successor rule or regulation promulgated under
               the Exchange Act) of securities representing 50% or more of the
               combined voting power of the then-outstanding Voting Stock of
               Employer;

                      (iv)  Employer files a report or proxy statement with the
               Securities and Exchange Commission pursuant to the Exchange Act
               disclosing in response to Form 8-K or Schedule 14A (or any
               successor schedule, form or report or item therein) that a change
               in control of Employer has occurred or will occur in the future
               pursuant to any then-existing contract or transaction; or

                      (v)   If, in connection with a proxy solicitation
               initiated by a person or group other than the Board of Directors
               of Employer, individuals who at the beginning of such proxy
               solicitation constitute the Directors of Employer cease for any
               reason to constitute at least a majority thereof within the one
               year period following the initiation of such proxy solicitation.

        Notwithstanding the foregoing provisions of Sections 10(c)(iii) or
10(c)(iv), unless otherwise determined in a specific case by majority vote of
the Board, a "Change in Control" shall not be deemed to have occurred for
purposes of Section 10(c)(iii) or 10(c)(iv) solely because (A) Employer, (B) an
entity in which Employer directly or indirectly beneficially owns 50% or more of
the outstanding Voting Stock (a "Subsidiary"), or (C) any Employer-sponsored
employee stock ownership plan or any other employee benefit plan of Employer
either files or becomes obligated to file a report or a proxy statement under or
in response to Schedule 13D, Schedule 14D-1, Form 8-K or Schedule 14A (or any
successor schedule, form or report or item therein) under the Exchange Act
disclosing beneficial ownership by it of shares of Voting Stock of Employer,
whether in excess of 50% or otherwise, or because Employer reports that a change
in control of Employer has occurred or will occur in the future by reason of
such beneficial ownership or any increase or decrease thereof.

               (d)    Gross Up Payment.

                      (i)   Anything in this Agreement to the contrary
               notwithstanding, in the event that it shall be determined (as
               hereafter provided) that all or any portion of any payment or
               distribution


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               by Employer or any of its affiliates to or for the benefit of
               Executive pursuant to the terms of this Section 10 or otherwise,
               including under any stock option or other agreement, plan,
               policy, program or arrangement (a "Payment"), would be subject to
               the excise tax imposed by Section 4999 of the Code (or any
               successor provision thereto), by reason of being considered
               "contingent on a change in ownership or control" of Employer,
               within the meaning of Section 280G of the Code (or any successor
               provision thereto), or to any similar tax imposed by state or
               local law, or any interest or penalties with respect to such tax
               (such tax or taxes, together with any such interest and
               penalties, being hereafter collectively referred to as the
               "Excise Tax"), then Executive shall be entitled to receive an
               additional payment or payments (collectively, a "Gross-Up
               Payment"); provided, however, that no Gross-Up Payment shall be
               made with respect to the Excise Tax, if any, attributable to (i)
               any incentive stock option, as defined by Section 422 of the Code
               ("ISO") granted prior to the execution of this Agreement, or (ii)
               any stock appreciation or similar right, whether or not limited,
               granted in tandem with an ISO described in clause (i). The
               Gross-Up Payment shall be in an amount such that, after payment
               by Executive of all taxes (including any interest or penalties
               imposed with respect to such taxes), including any Excise Tax
               imposed upon the Gross-Up Payment, the Executive retains an
               amount of the Gross-Up Payment equal to the Excise Tax imposed
               upon the Payment.

                      (ii)  Subject to the provisions of Section 10(d)(vi), all
               determinations required to be made under this Section 10(d),
               including whether an Excise Tax is payable by Executive and the
               amount of such Excise Tax and whether a Gross-Up Payment is
               required to be paid by Employer to Executive and the amount of
               such Gross-Up Payment, if any, shall be made by a nationally
               recognized accounting firm (the "Accounting Firm") selected by
               Executive in his sole discretion. Executive shall direct the
               Accounting Firm to submit its determination and detailed
               supporting calculations to both Employer and Executive within 30
               calendar days after the Termination Date, if applicable, and any
               such other time or times as may be requested by Employer or
               Executive. If the Accounting Firm determines that any Excise Tax
               is payable by Executive, Employer shall pay the required Gross-
               Up Payment to Executive within five business days after receipt
               of such determination and calculations with respect to any
               Gross-Up Payment to Executive. If the Accounting Firm determines
               that no Excise Tax is payable by Executive, it shall, at the same
               time as it makes such determination, furnish Employer and
               Executive a written opinion to the effect that Executive has
               substantial authority not to report any Excise Tax on his
               federal, state or local income or other tax return. As a result
               of the uncertainty in the application of Section 4999 of the Code
               (or any successor provision thereto) and the possibility of
               similar uncertainty regarding applicable state or local tax law
               at the time of any determination by the Accounting Firm
               hereunder, it is possible that Gross- Up Payments which will not
               have been made by Employer should have been made (an
               "Underpayment"), consistent with the calculations required to be
               made hereunder. In the event that the Company exhausts or fails
               to pursue its remedies pursuant to Section 10(d)(vi) and
               Executive thereafter is required to make a payment of any Excise
               Tax, Executive shall direct the Accounting Firm to determine the
               amount of the Underpayment that has occurred and to submit its
               determination and detailed supporting calculations to both
               Employer and Executive as promptly as possible. Any such
               Underpayment shall be promptly paid by Employer to, or for the
               benefit of, Executive within five business days after receipt of
               such determination and calculations.

                      (iii) Employer and Executive shall each provide the
               Accounting Firm access to and copies of any books, records and
               documents in the possession of Employer or Executive, as the case
               may be, reasonably requested by the Accounting Firm, and
               otherwise cooperate with the Accounting Firm in connection with
               the preparation and issuance of the determinations and
               calculations contemplated by this Section 10(d). Any
               determination by the Accounting Firm as to the amount of any
               Gross-Up Payment or Underpayment shall be binding upon Employer
               and Executive.


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                      (iv)  The federal, state and local income or other tax
               returns filed by Executive shall be prepared and filed on a
               consistent basis with the determination of the Accounting Firm
               with respect to the Excise Tax payable by Executive. Executive
               shall make proper payment of the amount of any Excise Tax, and at
               the request of Employer, provide to Employer true and correct
               copies (with any amendments) of his federal income tax return as
               filed with the Internal Revenue Service and corresponding state
               and local tax returns, if relevant, as filed with the applicable
               taxing authority, and such other documents reasonably requested
               by Employer, evidencing such payment. If prior to the filing of
               Executive's federal income tax return, or corresponding state or
               local tax return, if relevant, the Accounting Firm determines
               that the amount of the Gross-Up Payment should be reduced,
               Executive shall within five business days pay to Employer the
               amount of such reduction.

                      (v)   The fees and expenses of the Accounting Firm for its
               services in connection with the determinations and calculations
               contemplated by this Section 10(d) shall be borne by Employer. If
               such fees and expenses are initially paid by Executive, Employer
               shall reimburse Executive the full amount of such fees and
               expenses within five business days after receipt from Executive
               of a statement therefor and reasonable evidence of his payment
               thereof.

                      (vi)  Executive shall notify Employer in writing of any
               claim by the Internal Revenue Service or any other taxing
               authority that, if successful, would require the payment by
               Employer of a Gross-Up Payment. Such notification shall be given
               as promptly as practicable but no later than 10 business days
               after Executive actually receives notice of such claim and
               Executive shall further apprize Employer of the nature of such
               claim and the date on which such claim is requested to be paid
               (in each case, to the extent known by Executive). Executive shall
               not pay such claim prior to the earlier of (A) the expiration of
               the 30-calendar-day period following the date on which he gives
               such notice to Employer and (B) the date that any payment of
               amount with respect to such claim is due. If Employer notifies
               Executive in writing prior to the expiration of such period that
               it desires to contest such claim, Executive, subject to the
               provisions of Section 10(d) of this Agreement, shall:

                             (1)   provide Employer with any written records or
                      documents in his possession relating to such claim
                      reasonably requested by Employer;

                             (2)   take such action in connection with
                      contesting such claim as Employer shall reasonably request
                      in writing from time to time, including without limitation
                      accepting legal representation with respect to such claim
                      by an attorney competent in respect of the subject matter
                      and reasonably selected by Employer;

                            (3)    cooperate with Employer in good faith in
                      order effectively to contest such claim; and

                            (4)    permit Employer to participate in any
                      proceedings relating to such claim;

                      provided, however, that Employer shall bear and pay
                      directly all costs and expenses (including interest and
                      penalties) incurred in connection with such contest and
                      shall indemnify and hold harmless Executive, on an
                      after-tax basis, for and against any Excise Tax or income
                      tax, including interest and penalties with respect
                      thereto, imposed as a result of such representation and
                      payment of costs and expenses. Without limiting the
                      foregoing provisions of this Section 10(d), Employer shall
                      control all proceedings taken in connection with the
                      contest of any claim contemplated by this Section 10(d)
                      and, at its sole option, may pursue or forego any and all
                      administrative appeals, proceedings, hearings and
                      conferences with the taxing authority in respect of such
                      claim (provided,


                                       9


<PAGE>

                      however, that Executive may participate therein at his own
                      cost and expense) and may, at its option, either direct
                      Executive to pay the tax claimed and sue for a refund or
                      contest the claim in any permissible manner, and Executive
                      agrees to prosecute such contest to a determination before
                      any administrative tribunal, in a court of initial
                      jurisdiction and in one or more appellate courts, as
                      Employer shall determine; provided, however, that if
                      Employer directs Executive to pay the tax claimed and sue
                      for a refund, Employer shall advance the amount of such
                      payment to Executive on an interest-free basis and shall
                      indemnify and hold Executive harmless, on an after-tax
                      basis, from any Excise Tax or income or other tax,
                      including interest or penalties with respect thereto,
                      imposed with respect to such advance; and provided
                      further, however, that any extension of the statute of
                      limitations relating to payment of taxes for the taxable
                      year of Executive with respect to which the contested
                      amount is claimed to be due is limited solely to such
                      contested amount. Furthermore, Employer's control of any
                      such contested claim shall be limited to issues with
                      respect to which a Gross-Up Payment would be payable
                      hereunder and Executive shall be entitled to settle or
                      contest, as the case may be, any other issue raised by the
                      Internal Revenue Service or any other taxing authority.

                      (vii) If, after the receipt by Executive of an amount
               advanced by Employer pursuant to Section 10(d), Executive
               receives any refund with respect to such claim, Executive shall
               (subject to Employer's complying with the requirements of Section
               10(d)) promptly pay to Employer the amount of such refund
               (together with any interest paid or credited thereon after any
               taxes applicable thereto). If, after the receipt by Executive of
               an amount advanced by Employer pursuant to Section 10(d)(vi), a
               determination is made that Executive shall not be entitled to any
               refund with respect to such claim and Employer does not notify
               Executive in writing of its intent to contest such denial or
               refund prior to the expiration of 30 calendar days after such
               determination, then such advance shall be forgiven and shall not
               be required to be repaid and the amount of any such advance shall
               offset, to the extent thereof, the amount of Gross-Up Payment
               required to be paid by Employer to Executive pursuant to this
               Section 10(d).

                      (viii) Any information provided by Executive to Employer
               under this Section 10(d) shall be treated confidentially by
               Employer and will not be provided by Employer to any other person
               than Employer's professional advisors without Executive's prior
               written consent except as required by law.

               (e)    Term. Notwithstanding the provisions of Section 3, if a
        Change in Control occurs prior to the termination of this Agreement,
        Sections 10, 11 and 12 shall continue in effect for a period of 24
        months after the date of the Change in Control.

               (f)    No Duty to Mitigate Damages. Executive's rights and
        privileges under this Section 10 shall be considered severance pay in
        consideration of his past service and his continued service to Employer
        from the Commencement Date, and his entitlement thereto shall neither be
        governed by any duty to mitigate his damages by seeking further
        employment nor offset by any compensation that he may receive from
        future employment.

               (g)    Arbitration. Any controversy or claim arising out of or
        relating to this Section 10, or the breach thereof, shall be settled
        exclusively by arbitration in Austin, Texas, in accordance with the
        Commercial Arbitration Rules of the American Arbitration Association
        then in effect. Judgment upon the award rendered by the arbitrator may
        be entered in, and enforced by, any court having jurisdiction thereof.

               (h)    No Right To Continued Employment. This Section 10 shall
        not give Executive any right of continued employment or any right to
        compensation or benefits from Employer except the rights specifically
        stated herein.


                                       10
<PAGE>

               (i)    Restricted Stock and Exercise of Stock Options. Executive
        may hold options ("Options") issued under the Incentive Plan and such
        Options shall become immediately exercisable upon a Change in Control.
        In addition, Executive may hold restricted stock ("Restricted Stock")
        issued under the Incentive Plan, and all applicable restrictions shall
        lapse upon a Change in Control. Employer shall take no action to
        facilitate a transaction involving a Change in Control, including
        without limitation redemption of any rights issued pursuant to any
        rights agreement, unless it has taken such action as may be necessary to
        ensure that Executive has the opportunity to exercise all Options he may
        then hold, and obtain certificates containing no restrictive legends in
        respect of any Restricted Stock he may then hold, at a time and in a
        manner that shall give Executive the opportunity to sell or exchange the
        securities of Employer acquired upon exercise of his Options and upon
        receipt of unrestricted certificates for shares of Common Stock in
        respect of his Restricted Stock, if any (collectively, the "Acquired
        Securities"), at the earliest time and in the most advantageous manner
        any holder of the same class of securities as the Acquired Securities is
        able to sell or exchange such securities in connection with such Change
        in Control. Employer acknowledges that its covenants in the preceding
        sentence (the "Covenants") are reasonable and necessary in order to
        protect the legitimate interests of Employer in maintaining Executive as
        one of its employees and that any violation of the Covenants by Employer
        would result in irreparable injuries to Executive, and Employer
        therefore acknowledges that in the event of any violation of the
        Covenants by Employer or its directors, officers or employees, or any of
        their respective agents, Executive shall be entitled to obtain from any
        court of competent jurisdiction temporary, preliminary and permanent
        injunctive relief in order to (i) obtain specific performance of the
        Covenants, (ii) obtain specific performance of the exercise of his
        Options, delivery of certificates containing no restrictive legends in
        respect of his Restricted Stock and the sale or exchange of the Acquired
        Securities in the advantageous manner contemplated above or (iii)
        prevent violation of the Covenants; provided nothing in this Agreement
        shall be deemed to prejudice Executive's rights to damages for violation
        of the Covenants.

               (j)    Coordination With Other Payments.

                      (i)   After the termination of Executive's employment
               hereunder:

                            (1)    if Executive is entitled to receive
                      Separation Payments; and

                            (2)    Executive subsequently becomes entitled to
                      receive a Termination Payment, Gross Up Payment or both,
                      then,

                      (ii)  prior to the disbursement of the Termination
               Payment and Gross Up Payment:

                            (1)    the payment date of all unpaid Separation
                      Payments shall be accelerated to the payment date of the
                      Termination Payment and such Separation Payments shall be
                      made (in this event, Employer waives any requirement that
                      Executive reduce the Separation Payments by the amount of
                      any income earned by Executive thereafter); and

                            (2)    the Termination Payment shall be reduced by
                      the amount of the Separation Payments so accelerated and
                      made.

               (k)    Outplacement Services. If Executive becomes entitled to
        receive a Termination Payment under this Section 10, Employer agrees to
        reimburse Executive for the amount of any outplacement consulting fees
        and expenses incurred by Executive during any Applicable Period and
        during the two-year period following the Change In Control; provided
        that the aggregate amount reimbursed by Employer shall not exceed 15% of
        the amount determined pursuant to Section 10(b)(i)(1). In addition and
        as to each reimbursement payment, to the extent that any reimbursement
        under this Section 10(k) is subject to federal, state or local income
        taxes, Employer shall pay Executive an additional amount such that the
        net amount retained by Executive, after deduction of any federal, state
        and local income tax on the reimbursement and


                                       11

<PAGE>

        such additional amount, shall be equal to the reimbursement payment. All
        amounts under this Section 10(k) shall be paid by Employer within 15
        days after Executive's presentation to Employer of any statements of
        such amounts and thereafter shall bear interest at the rate of 18% per
        annum or, if different, the maximum rate allowed by law until paid by
        Employer, and all accrued and unpaid interest shall bear interest at the
        same rate, all of which interest shall be compounded daily.

        Section 11.   General.

               (a)    Notices. All notices and other communications hereunder
        shall be in writing or by written telecommunication, and shall be deemed
        to have been duly given if delivered personally or if mailed by
        certified mail, return receipt requested or by written
        telecommunication, to the relevant address set forth below, or to such
        other address as the recipient of such notice or communication shall
        have specified to the other party in accordance with this Section 11(a):

        If to Employer, to:

        Luminex Corporation
        12212 Technology Blvd.
        Austin, Texas 78727
        Attention: General Counsel
        Facsimile Number: (512) 219-6325

        If to Executive, to:

        12212 Technology Blvd.
        Austin, Texas 78727

               (b)    Withholding; No Offset. All payments required to be made
        to Executive by Employer under this Agreement shall be subject to the
        withholding of such amounts, if any, relating to federal, state and
        local taxes as may be required by law. No payments under Section 10
        shall be subject to offset or reduction attributable to any amount
        Executive may owe to Employer or any other person.

               (c)    Legal and Accounting Costs. Employer shall pay all
        attorneys' and accountants' fees and costs incurred by Executive as a
        result of any breach by Employer of its obligations under this
        Agreement, including without limitation all such costs incurred in
        contesting or disputing any determination made by Employer under Section
        10 or in connection with any tax audit or proceeding to the extent
        attributable to the application of Section 4999 of the Code to any
        payment under Section 10. Reimbursements of such costs shall be made by
        Employer within 15 days after Executive's presentation to Employer of
        any statements of such costs and thereafter shall bear interest at the
        rate of 18% per annum or, if different, the maximum rate allowed by law
        until paid by Employer, and all accrued and unpaid interest shall bear
        interest at the same rate, all of which interest shall be compounded
        daily.

               (d)    Equitable Remedies. Each of the parties hereto
        acknowledges and agrees that upon any breach by Executive of his
        obligations under any of Sections 7, 8 and 9, Employer shall have no
        adequate remedy at law and accordingly shall be entitled to specific
        performance and other appropriate injunctive and equitable relief.

               (e)    Severability. If any provision of this Agreement is held
        to be illegal, invalid or unenforceable, such provision shall be fully
        severable, and this Agreement shall be construed and enforced as if such
        illegal, invalid or unenforceable provision never comprised a part
        hereof, and the remaining provisions hereof shall remain in full force
        and effect and shall not be affected by the illegal, invalid or
        unenforceable provision or by its severance herefrom. Furthermore, in
        lieu of such illegal, invalid or unenforceable provision, there shall be
        added automatically as part of this Agreement a provision as similar


                                       12

<PAGE>

        in its terms to such illegal, invalid or unenforceable provision as may
        be possible and be legal, valid and enforceable.

               (f)    Waivers. No delay or omission by either party in
        exercising any right, power or privilege hereunder shall impair such
        right, power or privilege, nor shall any single or partial exercise of
        any such right, power or privilege preclude any further exercise thereof
        or the exercise of any other right, power or privilege.

               (g)    Counterparts. This Agreement may be executed in multiple
        counterparts, each of which shall be deemed an original, and all of
        which together shall constitute one and the same instrument.

               (h)    Captions. The captions in this Agreement are for
        convenience of reference only and shall not limit or otherwise affect
        any of the terms or provisions hereof.

               (i)    Reference to Agreement. Use of the words "herein,"
        "hereof," "hereto," "hereunder" and the like in this Agreement refer to
        this Agreement only as a whole and not to any particular section or
        subsection of this Agreement, unless otherwise noted.

               (j)    Binding Agreement. This Agreement shall be binding upon
        and inure to the benefit of the parties and shall be enforceable by the
        personal representatives and heirs of Executive and the successors and
        assigns of Employer. This Agreement may be assigned by the Company or
        any Employer to any Employer; provided that in the event of any such
        assignment, the Company shall remain liable for all of its obligations
        hereunder and shall be liable for all obligations of all such assignees
        hereunder. If Executive dies while any amounts would still be payable to
        him hereunder, such amounts shall be paid to Executive's estate. This
        Agreement is not otherwise assignable by Executive.

               (k)    Entire Agreement; Effect on Prior Agreement. This
        Agreement contains the entire understanding of the parties, supersedes
        all prior agreements and understandings relating to the subject matter
        hereof (including without limitation the Prior Agreement, which is
        hereby terminated) and may not be amended except by a written instrument
        hereafter signed by each of the parties hereto. Executive and the
        Company hereby agree that, if any other employment agreement between
        Executive and the Company (or any other Employer) is in existence on the
        Commencement Date, then this Agreement shall supersede such other
        employment agreement in its entirety, and such other employment
        agreement shall no longer be of any force and effect after the date
        hereof.

               (l)    Governing Law.  This Agreement and the performance hereof
        shall be construed and governed in accordance with the laws of the State
        of Texas, without regard to its choice of law principles.

               (m)    Gender and Number. The masculine gender shall be deemed to
        denote the feminine or neuter genders, the singular to denote the
        plural, and the plural to denote the singular, where the context so
        permits.

               (n)    Assistance in Litigation. During the term of this
        Agreement and for a period of two years thereafter, Executive shall,
        upon reasonable notice, furnish such information and proper assistance
        to Employer as may reasonably be required by Employer in connection with
        any litigation in which Employer is, or may become, a party and with
        respect to which Executive's particular knowledge or experience would be
        useful. Employer shall reimburse Executive for all reasonable
        out-of-pocket expenses incurred by Executive in rendering such
        assistance. The provisions of this Section 11(n) shall continue in
        effect notwithstanding termination of Executive's employment hereunder
        for any reason.

        Section 12.   Definitions.  As used in this Agreement, the following
terms will have the following meanings:


                                       13
<PAGE>

               (a)    "Accounting Firm" has the meaning ascribed to it in
                      Section 10(d)(ii).

               (b)    "Acquired Securities" has the meaning ascribed to it in
                      Section 10(i).

               (c)    "Agreement" has the meaning ascribed to it in the heading
                      of this document.

               (d)    "Applicable Period" means, with respect to any Change In
                      Control, the period of 27 months commencing 3 months
                      before the Change In Control and ending 24 months after
                      the Change In Control.

               (e)    "Base Salary" has the meaning ascribed to it in
                      Section 4(a).

               (f)    "Cause" has the meaning ascribed to it in Section 6
                      (a)(ii).

               (g)    "Change In Control" has the meaning ascribed to it in
                      Section 10(c).

               (h)    "Code" means the Internal Revenue Code of 1986, as
                      amended.

               (i)    "Commencement Date" has the meaning ascribed to it in
                      Section 3.

               (j)    "Company" means Luminex Corporation, a Delaware
                      corporation.

               (k)    "Confidential Information" has the meaning ascribed to it
                      in Section 8(b).

               (l)    "Constructively Terminated" with respect to an Executive's
                      employment with Employer will be deemed to have occurred
                      if Employer:

                      (i)   demotes Executive to a lesser position, either in
               title or responsibility, than the highest position held by
               Executive with Employer at any time during Executive's employment
               with Employer;

                      (ii)  decreases Executive's compensation below the highest
               level in effect at any time during Executive's employment with
               Employer or reduces Executive's benefits and perquisites below
               the highest levels in effect at any time during Executive's
               employment with Employer (other than as a result of any amendment
               or termination of any employee or group or other executive
               benefit plan, which amendment or termination is applicable to all
               executives of Employer); or

                      (iii) requires Executive to relocate to a principal place
               of business more than 30 miles from the principal place of
               business occupied by Employer on the first day of an Applicable
               Period.

               (m)    "Covenants" has the meaning ascribed to it in
                      Section 10(i).

               (n)    "Designated Industry" has the meaning ascribed to it in
                      Section 9(a)(i)(1).

               (o)    "Determination" has the meaning ascribed to such term in
                      Section 1313(a) of the Code.

               (p)    "Disability" with respect to Executive shall be deemed to
                      have occurred whenever Executive is rendered unable to
                      engage in any substantial gainful activity by reason of
                      any medically determinable physical or mental impairment
                      that can be expected to result in death or that has lasted
                      or can be expected to last for a continuing period of not
                      less than 12 months. In the case of any dispute, the
                      determination of Disability will be made

                                       14

<PAGE>

                      by a licensed physician selected by Employer, which
                      physician's decision will be final and binding.

               (q)    "Executive" has the meaning ascribed to it in the heading
                      of this Agreement.

               (r)    "Employer" refers collectively to the Company and its
                      subsidiaries and other affiliates. In Section 10, the term
                      "Employer" shall be deemed to refer to the Company, and
                      for purposes of Section 10, Executive shall be deemed to
                      be employed by the Company and all compensation and
                      benefits paid or provided to Executive by any Employer
                      under this Agreement at any time shall be deemed to have
                      been paid or provided to Executive by the Company.

               (s)    "Entity" has the meaning ascribed to it in
                      Section 10(l)(i)(1).

               (t)    "Exchange Act" has the meaning ascribed to it in
                      Section 10(c)(iii).

               (u)    "Excise Tax" has the meaning ascribed to it in
                      Section 10(d)(i).

               (v)    "Good Reason" means the termination of Executive's
                      employment with Employer as a result of Executive's
                      commission of a felony or failure to obey lawful and
                      proper written directions delivered to Executive by
                      Employer's Chairman of the Board, President, Chief
                      Executive Officer or its Board of Directors.

               (w)    "Gross Up Payment" has the meaning ascribed to it in
                      Section 10(d)(i).

               (x)    "Incentive Plans" means any stock option or equity
                      incentive plan adopted by Employer from time to time.

               (y)    "Inventions" has the meaning ascribed to it in
                      Section 7(a).

               (z)    "ISO" has the meaning ascribed to it in Section 10(d)(i).

               (aa)   "Options" has the meaning ascribed to it in Section 10(i).

               (bb)   "Parachute Payments" has the meaning ascribed to such term
                      in Section 280G(b)(2) of the Code.

               (cc)   "Payment" has the meaning ascribed to it in
                      Section 10(d)(i).

               (dd)   "Restricted Stock" has the meaning ascribed to it in
                      Section 10(i).

               (ee)   "Separation Payment Period" has the meaning ascribed to it
                      in Section 6(b)(ii).

               (ff)   "Separation Payments" has the meaning ascribed to it in
                      Section 6(b)(ii).

               (gg)   "Target Bonus" means, with respect to each Executive, the
                      dollar amount that is equal to the established percentage
                      of such Executive's Base Salary that would be paid to
                      Executive under the management incentive bonus plan of
                      Employer assuming the measurement criteria contained in
                      such plan with respect to Executive were achieved for the
                      Bonus Period in which the Change In Control occurred.

               (hh)   "Termination Payment" has the meaning ascribed to it in
                      Section 10(b)(i).


                                       15

<PAGE>


               (ii)   "Triggering Termination" has the meaning ascribed to it in
                      Section 10(a).

               (jj)   "Underpayment" has the meaning as ascribed to it in
                      Section 10(d)(ii).


        EXECUTED as of the date and year first above written.

                               LUMINEX CORPORATION



                                By:
                                    ---------------------------------------
                                    Mark B. Chandler, Ph.D.
                                    President and Chief Executive Officer



                                       16
<PAGE>


                                    EXHIBIT A


<TABLE>
<CAPTION>
                                                                     Termination                          Base
Executive                 Office               Commencement Date         Date          Renewal Date       Salary
---------                 ------               -----------------         ----          ------------       ------
<S>                       <C>                  <C>                  <C>                <C>               <C>
Mark B. Chandler, Ph.D.   President and        March 10, 2000       March 9, 2003      March 9, 2002      275,000
                          Chief Executive
                          Officer


Gail S. Page*             Executive Vice       October 2, 2000      October 1, 2003    October 2, 2002    235,000
                          President and
                          Chief Operating
                          Officer

Van S. Chandler           Vice President,      March 10, 2000       March 9, 2003      March 9, 2002      190,000
                          Instruments and
                          Chief
                          Technology
                          Officer

Randel S. Marfin          Vice President,      March 10, 2000       March 9, 2003      March 9, 2002      160,000
                          Business
                          Development

Ralph L McDade, Ph.D.     Vice President,      March 10, 2000       March 9, 2003      March 9, 2002      190,000
                          Research &
                          Development and
                          Chief
                          Scientific
                          Officer

Oliver H. Meek            Vice President,      February 14, 2000    February 14, 2003  February 14, 2002  135,000
                          Manufacturing

Michael D. Spain, M.D.    Vice President,      March 10, 2000       March 9, 2003      March 9, 2002      190,000
                          Clinical
                          Affairs and
                          Chief Medical
                          Officer

James E. Schepp           Vice President,      April 2, 2001        March 31, 2004     March 31, 2003     235,000
                          Sales and
                          Marketing

James W. Jacobson, Ph.D.  Vice President,   November 9, 2001        November 8, 2004   November 9, 2003   130,000
                          Technical
                          Operations

</TABLE>


*    Under the Company's Employment Agreement with Ms. Page, Ms. Page receives
     an annual bonus equal to the difference between her base salary and
     $250,000. In addition, in the event that the Company transfers the assets
     and business relating to the "Luminex Project" to a subsidiary, the Company
     may assign Ms. Page's employment agreement to the subsidiary and Ms. Page
     will become executive vice president and chief operating officer of the
     subsidiary.


                                       17