EXHIBIT 10.5.2

                        BIO-REFERENCE LABORATORIES, INC.
                    2003 EMPLOYEE INCENTIVE STOCK OPTION PLAN

1. PURPOSE

         The  purpose of the 2003  Employee  Incentive  Stock  Option  Plan (the
"Plan") is to advance the interests of BIO-REFERENCE  LABORATORIES,  INC., a New
Jersey  corporation (the "Company"),  by strengthening  the Company's ability to
attract  and retain in its  employ  people of  experience  and  ability,  and to
furnish additional incentives to Employees (as such term is hereinafter defined)
of the Company and its subsidiaries upon whose judgment,  initiative and efforts
the successful  conduct and  development  of its business  largely  depends,  by
encouraging  them to become  owners of the  common  stock,  $.01 par value  (the
"Common Stock") of the Company.

         Accordingly,  the  Company  may,  from  time  to  time,  grant  to such
Employees  as may be selected  in the manner  hereinafter  provided,  options to
purchase the shares of the Company's Common Stock, upon the terms and conditions
hereinafter  established.  The options to be granted shall be options which will
qualify for incentive stock option  treatment under the Internal Revenue Code of
1986, as amended ("ISO's").

2. AMOUNT AND SOURCE OF STOCK

         The  aggregate  number and class of shares  which may be the subject of
options granted pursuant to the Plan is 800,000 shares of Common Stock, $.01 par
value,  of the Company  (the  "Shares"),  subject to  adjustment  as provided in
Paragraph 10. Such Shares may be reserved or made  available  from the Company's
authorized  and  unissued  Shares  or from  Shares  reacquired  and  held in the
Company's  treasury.  In the  event  that any  option  granted  hereunder  shall
terminate  prior to its  exercise in full,  for any reason,  including,  without
limitation,  an option  exchange  pursuant  to  Paragraph  12  hereof,  then any
remaining  Shares not  purchased  pursuant to such option  shall be added to the
Shares  otherwise  available  for  issuance  pursuant to the exercise of options
under the Plan.

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3. ADMINISTRATION OF THE PLAN

         The Plan shall be administered by the Board of Directors of the Company
(the "Board"),  or if so designated,  by resolution of the Board, by a committee
selected by the Board (the "Committee"), and to be composed of not less than two
(2) members to be  appointed  from time to time by such  Board,  and who, at any
time they  exercise  discretion  in  administering  the Plan and within one year
prior  thereto,  shall have not been  eligible for selection as a person to whom
stock could have been  allocated or to whom stock options or stock  appreciation
rights  could have been  granted  pursuant  to the Plan or any other plan of the
Company or any of its affiliates  entitling the participants  therein to acquire
stock, stock options or stock  appreciation  rights of the Company or any of its
affiliates.

         The  Board  or,  if so  designated,  the  Committee,  shall  have  full
authority to interpret the Plan,  to establish  and amend rules and  regulations
relating to it, to determine  the Employees to whom options may be granted under
the Plan, to determine the terms and provisions of the option  agreements and to
make all other  determinations  necessary or advisable for the administration of
the Plan.  The  Board  or, if so  designated.  the  Committee,  shall  have full
authority to amend the Plan;  provided,  however,  that any  amendment  that (i)
increases the number of Shares that may be the subject of stock options  granted
under the Plan, (ii) increases the period during which options may be granted or
the  permissible  term of options under the Plan, or (iii) decreases the minimum
exercise  price of such  options,  shall  only be adopted by the Board or, if so
designated, the Committee,  subject to shareholder approval. No amendment to the
Plan shall, without the consent of the holder of an existing option,  materially
and  adversely  affect his rights under any option.  Unless a different  date is
designated by the Board (or the Committee) the date on which the Board or, if so
designated,  the Committee adopts resolutions  granting an option to a specified
individual  shall  constitute  the date of grant of such  option  (the  "Date of
Grant");  provided,  however,  that if the grant of an option is made subject to
the occurrence of a subsequent event (such as, for example,  the commencement of
employment), the date on which such subsequent event occurs shall be the Date of
Grant. The adoption of any such resolution by the majority of the members of the
Board  or,  if so  designated,  the  Committee,  shall  complete  the  necessary
corporate  action  constituting  the grant of said option and an offer of Shares
for sale to said individual under the Plan.

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4. ELIGIBILITY

(a) Employees of the Company or  subsidiaries  of the Company,  as determined by
the Board or, if so  designated,  the  Committee,  shall be  eligible to receive
options hereunder; provided, however , that no option shall be granted hereunder
to any person who,  together with his spouse,  children and trusts and custodial
accounts for their benefit,  immediately at the time of the grant of such option
and assuming its immediate exercise,  would beneficially own, within the meaning
of Section 424(d) of the Internal Revenue Code of 1986, as amended (the "Code"),
Shares possessing more than ten percent (10%) of the total combined voting power
of all of the  outstanding  stock of the Company (a "Ten Percent  Shareholder"),
unless  such an option  granted to the Ten  Percent  Shareholder  satisfies  the
additional conditions for options,  designated as an ISO, granted to Ten Percent
Shareholders  set forth in  subparagraph  (c)(5) of Section 422 of the Code. For
purposes of the Plan, an "Employee"  shall include full and part time  employees
of the Company or any subsidiary of the Company who may also be officers  and/or
directors of the Company and/or any  subsidiary;  provided,  however,  that such
options  shall only be issued to  employees  eligible to receive such options as
ISOs under the Code.  Furthermore,  for purposes of the Plan, a subsidiary shall
mean  any  corporation  of which  the  Company  owns or  controls,  directly  or
indirectly,  fifty  percent (50%) or more of the  outstanding  shares of capital
stock  normally  entitled  to  vote  for  the  election  of  directors  and  any
partnership of which the Company or a corporate subsidiary is a general partner.
From time to time the Board or, if so designated,  the Committee  shall,  in its
sole discretion, within the applicable limits of the Plan, select from among the
eligible  individuals  those  persons to whom options shall be granted under the
Plan, the number of Shares subject to each option, and the exercise price, terms
and conditions of any options to be granted hereunder .

(b)  Notwithstanding  anything  to the  contrary  herein,  the  Board,  or if so
designated,  the Committee,  shall only grant an option  designated as an ISO to
such  persons who are  eligible to receive an ISO pursuant to Section 422 of the
Code.

5. OPTION PRICE; MAXIMUM GRANT

(a) The exercise price for the Shares purchasable under options granted pursuant
to the Plan shall not be less than 100%, or, in the case of an option granted to
a Ten Percent Shareholder,

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110% of the fair market  value per share of the Shares  subject to option  under
the Plan at the Date of Grant,  as determined by the Board or, if so designated,
the Committee,  in good faith.  In  determining  the exercise price of an option
granted  pursuant to the Plan, the Board,  or if so  designated,  the Committee,
shall  consider the closing  price of the Common Stock on the date the option is
granted (if listed on a national securities exchange), or the last sale price as
reported  by NASDAQ,  or such  other  reasonable  method as it selects  based on
market  quotations.  The exercise price for options granted pursuant to the Plan
shall be subject to adjustment as provided in Paragraph 10.

(b) With respect to those options  granted  pursuant to the Plan,  the aggregate
fair market value,  determined as of the Date of Grant, of the Shares subject to
such  options  which may be granted  to an  individual  and which are  initially
exercisable in any one calendar year, under this Plan and all other stock option
plans of the Company and of any parent or subsidiary of the Company  pursuant to
which incentive  stock options may be granted,  shall not exceed  $100,000.  The
Board,  or  Committee,  may  adopt a vesting  schedule  as it may  determine  in
connection  with any option  granted under the Plan;  provided,  however,  in no
event shall an option  granted  pursuant to the Plan vest more than  $100,000 in
any one year, determined at the time of grant.

6. TERM OF OPTION

(a) Subject to the provisions of the Plan, the Board,  or if so designated,  the
Committee,  shall have  absolute  discretion  in  determining  the period during
which,  the rate at which,  and the terms and  conditions  upon which any option
granted  hereunder  may be  exercised,  and  whether any option  exercisable  in
installments  is to be  exercisable  on a cumulative  or  non-cumulative  basis;
provided,  however,  that no option granted hereunder shall be exercisable for a
period  exceeding  ten (10) years or, in the case of an option  granted to a Ten
Percent  Shareholder,  five  (5)  years  from  the  Date of  Grant.  Unless  the
resolution granting an option provides otherwise,  each option granted hereunder
shall,  subject to the provisions of Paragraph 9 hereof,  be  exercisable  for a
period of ten (10) years or, in the case of an option  granted to a Ten  Percent
Shareholder, five (5) years from the Date of Grant.

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(b) The grant of options by the Board or, if so designated, the Committee, shall
be  effective  as of the date on which  the  Board  or,  if so  designated,  the
Committee, shall authorize the option; provided, however, that no option granted
hereunder  shall be exercisable  unless and until the holder shall enter into an
individual option agreement with the Company which shall set forth the terms and
conditions of such option.  Each such agreement shall  expressly  incorporate by
reference  the  provisions of this Plan and shall state that in the event of any
inconsistency   between  the  provisions  hereof  and  the  provisions  of  such
agreement, the provisions of this Plan shall govern.


7. EXERCISE OF OPTIONS

An option shall be exercised when written notice of such exercise, signed by the
person  entitled to exercise the option,  has been  delivered or  transmitted by
registered or certified  mail to the Chief  Financial  Officer of the Company at
its then  principal  office.  Said notice shall specify the number of Shares for
which  the  option  is being  exercised  and  shall be  accompanied  by (i) such
documentation,  if  any,  as may be  required  by the  Company  as  provided  in
subparagraph 11(b), and (ii) payment in full of the aggregate option price. Such
payment shall be in the form of (i) cash or (ii) a bank draft or certified check
(unless such certification is waived by the Company) payable to the order of the
Company in the amount of the  aggregate  option  price.  Delivery of said notice
shall  constitute an  irrevocable  election to purchase the Shares  specified in
said notice, and the date on which the Company receives the last of said notice,
documentation  and the  aggregate  option  exercise  price for all of the Shares
covered  by the  notice  shall be the date as of which the  Shares so  purchased
shall be deemed to have been issued.  The person entitled to exercise the option
shall  not have the right or  status  as a holder  of the  Shares to which  such
exercise  relates  prior to receipt by the  Company of the  payment,  notice and
documentation expressly referred to in this Paragraph 7.

8. EXERCISE AND CANCELLATION OF OPTIONS UPON TERMINATION OF EMPLOYMENT OR DEATH.

Except  as set forth  below,  if a holder  shall  voluntarily  or  involuntarily
terminate  his service as an Employee  of the Company or any  subsidiary  of the
Company,  or if his  employment is terminated by the Company or a subsidiary for
what the Company  deems  justifiable  "cause,"  the option of such holder  shall
terminate  upon the date of such  termination  of  employment  regardless of the

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expiration  date specified in such option.  If the  termination of employment is
due to retirement (as defined by the Board or, if so designated,  the Committee,
in its sole  discretion),  the holder shall have the privilege of exercising any
option which the holder could have  exercised on the day upon which he ceased to
be an  employee  of the  Company or any  subsidiary  of the  Company;  provided,
however,  that such exercise must be accomplished within the term of such option
and within three (3) months of the holder's  retirement.  If the  termination of
employment  is due to  disability  (to an  extent  and in a  manner  as shall be
determined  by the  Board  or,  if so  designated,  the  Committee,  in its sole
discretion),  he (or his duly appointed  guardian or conservator) shall have the
privilege of exercising  any option that be could have exercised on the day upon
which he  ceased to be an  employee  of the  Company  or any  subsidiary  of the
Company;  provided,  however, that such exercise must be accomplished within the
term of such option and within one (1) year of the termination of his employment
with the Company or any subsidiary of the Company.  If termination of employment
is due to the death of the holder,  the duly appointed executor or administrator
of his estate shall have the privilege at any time of exercising any option that
the holder  could have  exercised on the date of his death;  provided,  however,
that such  exercise  must be  accomplished  within  the term of such  option and
within one (1) year of the  holder's  death.  For all  purposes of the Plan,  an
approved  leave of absence as defined under the Code or  Regulations  thereunder
for an ISO shall not constitute interruption or termination of employment.

Nothing contained herein or in any option agreement shall be construed to confer
on any option  holder any right to be  continued in the employ of the Company or
any  subsidiary  of the Company or derogate from any right of the Company or any
subsidiary  of the Company to retire,  request the  resignation  of or discharge
such  option  holder,  or to layoff or require a leave of absence of such option
holder (with or without pay), at any time, with or without cause.

9. NON-TRANSFERABILITY OF OPTIONS

No option granted under the Plan shall be sold, pledged, assigned or transferred
in any manner  except to the extent that options may be exercised by an executor
or administrator as provided in Paragraph 8 hereof.  An option may be exercised,
during the  lifetime  of the  holder  thereof,  only by such  holder or his duly
appointed guardian or conservator in the event of his disability.

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10. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION

(a)  If  the  outstanding  Shares  are  subdivided,   consolidated,   increased,
decreased,  changed into, or exchanged for a different  number or kind of shares
or  other   securities   of  the   Company   through   reorganization,   merger,
recapitalization,  reclassification,  capital adjustment or otherwise, or if the
Company  shall  issue  additional  Shares as a dividend  or  pursuant to a stock
split, then the number and kind of Shares available for issuance pursuant to the
exercise of options to be granted under this Plan and all Shares  subject to the
unexercised  portion of any option  theretofore  granted and the option price of
such  options  shall be  adjusted  to prevent  the  inequitable  enlargement  or
dilution of any rights hereunder; provided, however, that any such adjustment in
outstanding options under the Plan shall be made without change in the aggregate
exercise price  applicable to the  unexercised  portion of any such  outstanding
option. Distributions to the Company's shareholders consisting of property other
than shares of Common Stock of the Company or its successors  and  distributions
to  shareholders of rights to subscribe for Common Stock shall not result in the
adjustment of the Shares  purchasable under outstanding  options or the exercise
price of outstanding options.  Adjustments under this paragraph shall be made by
the Board or, if so designated,  by the Committee,  whose determination  thereof
shall be conclusive and binding. Any fractional Share resulting from adjustments
pursuant to this paragraph shall be eliminated from any then outstanding option.
Nothing contained herein or in any option agreement shall be construed to affect
in any way the  right or power of the  Company  to make or become a party to any
adjustments,  reclassifications,  reorganizations  or changes in its  capital or
business structure or to merge,  consolidate,  dissolve,  liquidate or otherwise
transfer all or any part of its business or assets.

(b) If,  in the  event of a merger  or  consolidation,  the  Company  is not the
surviving  corporation,  and in the event  that the  agreements  governing  such
merger or  consolidation  do not provide for the  substitution of new options or
other  rights  in lieu  of the  options  granted  hereunder  or for the  express
assumption of such outstanding options by the surviving  corporation,  or in the
event of the dissolution or liquidation of the Company, the holder of any option
theretofore  granted under this Plan shall have the right not less than five (5)
days prior to the record date for the determination of shareholders  entitled to
participate  in such  merger,  consolidation,  dissolution  or  liquidation,  to
exercise  his option,  in whole or in part,  without  regard to any

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installment  provisions that may have been made part of the terms and conditions
of such option;  provided,  that any  conditions  precedent to such exercise set
forth in any option agreement granted under this Plan, other than the passage of
time, have been satisfied.  In any such event, the Company will mail or cause to
be mailed to each  holder of an option  hereunder a notice  specifying  the date
that is to be fixed as of which all  holders  of record of the  Shares  shall be
entitled  to  exchange  their  Shares  for  securities,  cash or other  property
issuable or deliverable pursuant to such merger , consolidation,  dissolution or
liquidation.  Such  notice  shall be mailed at least ten (10) days  prior to the
date  therein  specified.  In the  event  any  then  outstanding  option  is not
exercised  in its  entirety  on or  prior  to the date  specified  therein,  all
remaining   outstanding  options  granted  hereunder  and  any  and  all  rights
thereunder shall terminate as of said date.


11. GENERAL RESTRICTIONS

(a) No option granted  hereunder  shall be exercisable if the Company shall,  at
any time and in its sole  discretion,  determine  that (i) the listing  upon any
securities  exchange,  registration or qualification  under any state or federal
law of any Shares otherwise  deliverable upon such exercise,  or (ii) consent or
approval of any regulatory body or the  satisfaction of withholding tax or other
withholding  liabilities,  is necessary or appropriate  in connection  with such
exercise prior thereto.  In any such events, the exerciseability of such options
shall be suspended  and shall not be  effective  unless and until the grantee of
such  option  has  paid  such   withholding   tax  or   listing,   registration,
qualification  or approval  shall have been  effected  or  obtained  free of any
conditions not acceptable to the Company in its sole discretion, notwithstanding
any  termination  of any option or any  portion of any option  during the period
when exerciseability has been suspended.

(b) The Board or, if so designated,  the Committee,  may require, as a condition
to the right to exercise an option,  that the  Company  receive  from the option
holder,  at the  time of any  such  exercise,  representations,  warranties  and
agreements to the effect that the Shares are being  purchased by the holder only
for investment and without any present intention to sell or otherwise distribute
such  Shares  and that the option  holder  will not  dispose  of such  Shares in
transactions which, in the opinion of counsel to the Company,  would violate the
registration  provisions of the Securities Act of 1933, as then amended, and the
rules and  regulations

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thereunder.   The  certificates  issued  to  evidence  such  Shares  shall  bear
appropriate legends summarizing such restrictions on the disposition thereof.


12. EXCHANGE OF OPTIONS

The Board,  or if so designated,  the  Committee,  shall have the right to grant
options  hereunder  that are granted  subject to the condition  that the grantee
shall agree with the Company to terminate all or a portion of another  option or
options  previously  granted  under the Plan.  The Shares that had been issuable
pursuant to the  exercise of the option  terminated  in the  exchange of options
shall,  upon such  termination,  again become available for issuance pursuant to
the exercise of options under the Plan.

13. LOANS TO EMPLOYEES

The Board, or if so designated, the Committee,  acting on behalf of the Company,
shall have the  authority  and may,  in its sole  discretion,  lend money to, or
guaranty  any  obligation  of, an  Employee  for the  purpose of  enabling  such
Employee  to exercise an option  granted  hereunder;  the amount of such loan or
obligation, however, shall be limited to an amount no greater than fifty percent
(50%) of the exercise price of such option.  Any loan made hereunder  shall bear
interest  at the rate of not less  than the Base Rate of Chase  Manhattan  Bank,
N.A. at the time of such loan plus one percent (1%) per annum;  may be unsecured
or  secured in such  manner as the Board,  or the  Committee,  shall  determine,
including,  without  limitation,  a pledge of the subject  shares;  and shall be
subject to such other terms and conditions as the Board,  or the Committee,  may
determine.

14. TERMINATION

Unless the Plan shall theretofore have been terminated as hereinafter  provided,
the Plan shall terminate on June 2, 2013,  which date is ten (10) years from the
date of the original adoption hereof by the Board, and no options under the Plan
shall thereafter be granted,  provided,  however,  the Board at any time may, in
its  sole  discretion,  terminate  the  Plan  prior to the  foregoing  date.  No
termination of the Plan shall,  without the consent of the holder of an existing
option, materially and adversely affect his rights under such option.

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The Plan shall be submitted to the  shareholders  of the Company for approval in
accordance with the applicable provisions of the New Jersey Business Corporation
Act as promptly as  practicable  and in any event within one year after the date
of the original  adoption  hereof by the Board.  Any options  granted  hereunder
prior to such  shareholder  approval shall not be  exercisable  unless and until
such approval is obtained. If such approval is not obtained on or before June 2,
2004, which date is one ( 1) year from the date of the original  adoption hereof
by the Board, the Plan and any options granted hereunder shall be terminated.

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