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                                                                   EXHIBIT 10.05

                                 HOLOGIC, INC.
                    2000 ACQUISITION EQUITY INCENTIVE PLAN
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Section 1.  Purpose
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       The purpose of the Hologic, Inc. 2000 Acquisition Equity Incentive Plan
(the "Plan") is to attract and retain (a) employees, consultants and advisors,
of newly acquired businesses who have been or are being hired as employees,
consultants or advisors of Hologic, Inc., or any of its consolidated
subsidiaries (collectively, the "Company"), and (b) employees, consultants and
advisors, of the Company who have or are anticipated to provide significant
assistance in connection with the acquisition of a newly acquired business or
its integration with the Company, and to provide such persons an incentive for
them to achieve long-range performance goals, and to enable them to participate
in the long-term growth of the Company.

Section 2.  Definitions
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(a)  "Affiliate" means any business entity which is included in the Hologic,
     Inc. consolidated group for financial reporting purposes in accordance with
     U.S. general accepted accounting principles as then in effect.

(b)  "Award" means any Option, Stock Appreciation Right, Performance or Award
     Share, or Restricted Stock awarded under the Plan.

(c)  "Award Share" means a share of Common Stock awarded to a Participant
     without payment therefor.

(d)  "Board" means the Board of Directors of the Company.

(e)  "Code" means the Internal Revenue Code of 1986, as amended from time to
     time.

(f)  "Committee" means the Compensation or Stock Option Committee of the Board,
     or such other committee of the Board appointed by the Board to administer
     the Plan.

(g)  "Common Stock" or "Stock" means the Common Stock, par value $.01 per share,
     of the Company.

(h)  "Company" means Hologic, Inc.

(i)  "Designated Beneficiary" means the beneficiary designated by a Participant,
     in a manner determined by the Board, to receive amounts due or exercise
     rights of the Participant in the event of the Participant's death.  In the
     absence of an effective designation by a Participant, Designated
     Beneficiary shall mean the Participant's estate.

(j)  "Fair Market Value" means, with respect to Common Stock or any other
     property, the fair market value of such property as determined by the Board
     in good faith or in the manner established by the Board from time to time.

(k)  "Nonqualified Stock Option" means an option to purchase shares of Common
     Stock, awarded to a Participant under Section 6, which is not intended to
     comply as an incentive stock option under Section 422 of the Code or any
     successor provision.

(l)  "Option" means a Nonqualified Stock Option.

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(m)  "Participant" means a person eligible pursuant to Section 4 hereof and
     selected by the Board to receive an Award under the Plan.

(n)  "Performance Cycle" or "Cycle" means the period of time selected by the
     Board during which performance is measured for the purpose of determining
     the extent to which an award of Performance Shares has been earned.

(o)  "Performance Shares" mean shares of Common Stock which may be earned by the
     achievement of performance goals, awarded to a Participant under Section 8.

(p)  "Restricted Period" means the period of time selected by the Board during
     which an award of Restricted Stock may be forfeited to the Company.

(q)  "Restricted Stock" means shares of Common Stock subject to forfeiture,
     awarded to a Participant under Section 9.

(r)  "Stock Appreciation Right" or "SAR" means a right to receive any excess in
     value of shares of Common Stock over the exercise price, awarded to a
     Participant under Section 7.

(s)  "Stock Unit" means an award of Common Stock and/or other rights granted as
     units that are valued in whole or in part by reference to, or otherwise
     based on, the value of Common Stock, awarded to a Participant under Section
     10.


Section 3.  Administration
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       The Plan shall be administered by the Board or the Committee, at the
discretion of the Board.  The Board shall have authority to adopt, alter and
repeal such administrative rules, guidelines and practices governing the
operation of the Plan as it shall from time to time consider advisable, and to
interpret the provisions of the Plan.  The Board's decisions shall be final and
binding.  To the extent permitted by applicable law, the Board may delegate to
the Committee the power to make Awards to Participants and all determinations
under the Plan with respect thereto.

Section 4.  Eligibility
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(a)    Except as set forth in subsection 4(b), any (i) employees, consultants or
advisors, of a newly acquired business who have been or are being hired as
employees, consultants or advisors of the Company or (ii) employees, consultants
or advisors, of the Company who have or are anticipated to provide significant
assistance in connection with the acquisition of a newly acquired business or
its integration with the Company, all as determined by the Board or the
Committee, as applicable, are eligible to participate in the Plan.

(b)    Notwithstanding the foregoing, no officers or directors of Hologic, Inc.
shall be eligible to receive an Award under the Plan, except for an officer who
is being granted an Award as an inducement essential to the individual's
entering into the employment of the Company.

Section 5.  Stock Available for Awards
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(a)  A maximum of 1,000,000 shares of Common Stock may be issued under this
     Plan.  If any Award in respect of shares of Common Stock expires or is
     terminated unexercised or is forfeited for any reason or settled in a
     manner that results in fewer shares outstanding than were initially
     awarded, including without limitation the surrender of shares in payment
     for the Award or any tax obligation thereon, the shares subject to such
     Award or so surrendered, as the case may be, to the extent of such
     expiration, termination, forfeiture or decrease, shall again be available
     for award under the Plan.  Common Stock issued through the assumption

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     or substitution of outstanding grants from an acquired Company shall not
     reduce the shares available for Awards under the Plan. Shares issued under
     the Plan may consist in whole or in part of authorized but unissued shares
     or treasury shares.

(b)  In the event that the Board determines that any stock dividend,
     extraordinary cash dividend, creation of a class of equity securities,
     recapitalization, reorganization, merger, consolidation, split-up, spin-
     off, combination, exchange of shares, warrants or rights offering to
     purchase Common Stock at a price substantially below fair market value, or
     other similar transaction affects the Common Stock such that an adjustment
     is required in order to preserve the benefits or potential benefits
     intended to be made available under the Plan, then the Board, shall
     equitably adjust any or all of (i) the number and kind of shares in respect
     of which Awards may be made under the Plan, (ii) the number and kind of
     shares subject to outstanding Awards, and (iii) the award, exercise or
     conversion price with respect to any of the foregoing, and if considered
     appropriate, the Board may make provision for a cash payment with respect
     to an outstanding Award, provided that the number of shares subject to any
     Award shall always be a whole number.


Section 6.  Stock Options
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(a)  Subject to the provisions of the Plan, the Board may award Nonqualified
     Stock Options and determine the number of shares to be covered by each
     Option, the option price therefor and the conditions and limitations
     applicable to the exercise of the Option.

(b)  The Board shall establish the option price at the time each Option is
     awarded.

(c)  Each Option shall be exercisable at such times and subject to such terms
     and conditions as the Board may specify in the applicable Award or
     thereafter.  The Board may impose such conditions with respect to the
     exercise of Options, including conditions relating to applicable federal or
     state securities laws, as it considers necessary or advisable.

(d)  No shares shall be delivered pursuant to any exercise of an Option until
     payment in full of the option price therefor is received by the Company.
     Such payment may be made in whole or in part in cash or, to the extent
     permitted by the Board at or after the award of the Option, by delivery of
     a note or shares of Common Stock owned by the optionholder, including
     Restricted Stock, valued at their Fair Market Value on the date of
     delivery, by the reduction of the shares of Common Stock that the
     optionholder would be entitled to receive upon exercise of the Option, such
     shares to be valued at their Fair Market Value on the date of exercise,
     less their option price (a so-called "cashless exercise"), or such other
     lawful consideration as the Board may determine.  In addition, an
     optionholder may engage in a successive exchange (or series of exchanges)
     in which the shares of Common Stock that such optionholder is entitled to
     receive upon the exercise of an Option may be simultaneously utilized as
     payment for the exercise of an additional Option or Options.

(e)  The Board may provide for the automatic award of an Option upon the
     delivery of shares to the Company in payment of an Option for up to the
     number of shares so delivered.

Section 7.  Stock Appreciation Rights
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      Subject to the provisions of the Plan, the Board may award SARs in tandem
with an Option (at or after the award of the Option), or alone and unrelated to
an Option.  SARs in tandem with an Option shall terminate to the extent that the
related Option is exercised, and the related Option shall terminate to the
extent that the tandem SARs are exercised.

Section 8.  Performance Shares
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(a)  Subject to the provisions of the Plan, the Board may award Performance
     Shares and determine the number of such shares for each Performance Cycle
     and the duration of each Performance Cycle.  There may be more than one
     Performance Cycle in existence at any one time, and the duration of
     Performance Cycles may differ from each other.  The payment value of
     Performance Shares shall be equal to the Fair Market Value of the Common
     Stock on the date the Performance Shares are earned or, in the discretion
     of the Board, on the date the Board determines that the Performance Shares
     have been earned.

(b)  The Board shall establish performance goals for each Cycle, for the purpose
     of determining the extent to which Performance Shares awarded for such
     Cycle are earned, on the basis of such criteria and to accomplish such
     objectives as the Board may from time to time select.  During any Cycle,
     the Board may adjust the performance goals for such Cycle as it deems
     equitable in recognition of unusual or non-recurring events affecting the
     Company, changes in applicable tax laws or accounting principles, or such
     other factors as the Board may determine.

(c)  As soon as practicable after the end of a Performance Cycle, the Board
     shall determine the number of Performance Shares which have been earned on
     the basis of performance in relation to the established performance goals.
     The payment values of earned Performance Shares shall be distributed to the
     Participant or, if the Participant has died, to the Participant's
     Designated Beneficiary, as soon as practicable thereafter.  The Board shall
     determine, at or after the time of award, whether payment values will be
     settled in whole or in part in cash or other property, including Common
     Stock or Awards.

Section 9.  Restricted Stock
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(a)  Subject to the provisions of the Plan, the Board may award shares of
     Restricted Stock and determine the duration of the Restricted Period during
     which, and the conditions under which, the shares may be forfeited to the
     Company and the other terms and conditions of such Awards.  Shares of
     Restricted Stock may be issued for no cash consideration or such minimum
     consideration as may be required by applicable law.

(b)  Shares of Restricted Stock may not be sold, assigned, transferred, pledged
     or otherwise encumbered, except as permitted by the Board, during the
     Restricted Period.  Shares of Restricted Stock shall be evidenced in such
     manner as the Board may determine.  Any certificates issued in respect of
     shares of Restricted Stock shall be registered in the name of the
     Participant and unless otherwise determined by the Board, deposited by the
     Participant, together with a stock power endorsed in blank, with the
     Company.  At the expiration of the Restricted Period, the Company shall
     deliver such certificates to the Participant or if the Participant has
     died, to the Participant's Designated Beneficiary.

Section 10.  Stock Units
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(a)  Subject to the provisions of the Plan, the Board may award Stock Units
     subject to such terms, restrictions, conditions, performance criteria,
     vesting requirements and payment rules as the Board shall determine.

(b)  Shares of Common Stock awarded in connection with a Stock Unit Award shall
     be issued for no cash consideration or such minimum consideration as may be
     required by applicable law. Such shares of Common Stock may be designated
     as Award Shares by the Board.

Section 11.   General Provisions Applicable to Awards
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(a)  Documentation.  Each Award under the Plan shall be evidenced by a writing
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     delivered to the Participant specifying the terms and conditions thereof
     and containing such other terms and conditions not inconsistent with the
     provisions of the Plan as the Board considers necessary or advisable to
     achieve the purposes of the Plan or comply with applicable tax and
     regulatory laws and accounting principles.

(b)  Board Discretion.  Each type of Award may be made alone, in addition to or
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     in relation to any other type of Award.  The terms of each type of Award
     need not be identical, and the Board need not treat Participants uniformly.
     Except as otherwise provided by the Plan or a particular Award, any
     determination with respect to an Award may be made by the Board at the time
     of award or at any time thereafter.  Without limiting the foregoing, an
     Award may be made by the Board, in its discretion, to any 401(k), savings,
     pension, profit sharing or other similar plan of the Company in lieu of or
     in addition to any cash or other property contributed or to be contributed
     to such plan.

(c)  Settlement.  The Board shall determine whether Awards are settled in whole
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     or in part in cash, Common Stock, other securities of the Company, Awards
     or other property.  The Board may permit a Participant to defer all or any
     portion of a payment under the Plan, including the crediting of interest on
     deferred amounts denominated in cash and dividend equivalents on amounts
     denominated in Common Stock.

(d)  Dividends and Cash Awards.  In the discretion of the Board, any Award under
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     the Plan may provide the Participant with (i) dividends or dividend
     equivalents payable currently or deferred with or without interest, and
     (ii) cash payments in lieu of or in addition to an Award.

(e)  Termination of Employment.  The Board shall determine the effect on an
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     Award of the disability, death, retirement or other termination of
     employment of a Participant and the extent to which, and the period during
     which, the Participant's legal representative, guardian or Designated
     Beneficiary may receive payment of an Award or exercise rights thereunder.

(f)  Change in Control.  In order to preserve a Participant's rights under an
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     Award in the event of a change in control of the Company, the Board in its
     discretion may, at the time an Award is made or at any time thereafter,
     take one or more of the following actions: (i) provide for the acceleration
     of any time period relating to the exercise or realization of the Award,
     (ii) provide for the purchase of the Award upon the Participant's request
     for an amount of cash or other property that could have been received upon
     the exercise or realization of the Award had the Award been currently
     exercisable or payable, (iii) adjust the terms of the Award in a manner
     determined by the Board to reflect the change in control, (iv) cause the
     Award to be assumed, or new rights substituted therefor, by another entity,
     or (v) make such other provision as the Board may consider equitable and in
     the best interests of the Company.

(g)  Withholding.  The Participant shall pay to the Company, or make provision
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     satisfactory to the Board for payment of, any taxes required by law to be
     withheld in respect of Awards under the Plan no later than the date of the
     event creating the tax liability.  In the Board's discretion, such tax
     obligations may be paid in whole or in part in shares of Common Stock,
     including shares retained from the Award creating the tax obligation,
     valued at their Fair Market Value on the date of delivery.  The Company and
     its Affiliates may, to the extent permitted by law, deduct any such tax
     obligations from any payment of any kind otherwise due to the Participant.

(h)  Amendment of Award.  The Board may amend, modify or terminate any
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     outstanding Award, including substituting therefor another Award of the
     same or a different type, changing the date of exercise or realization,
     provided that the Participant's consent to such action shall be

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     required unless the Board determines that the action, taking into account
     any related action, would not materially and adversely affect the
     Participant.

Section 12.  Miscellaneous
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(a)  No Right To Employment.  No person shall have any claim or right to be
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     granted an Award, and the grant of an Award shall not be construed as
     giving a Participant the right to continued employment.  The Company
     expressly reserves the right at any time to dismiss a Participant free from
     any liability or claim under the Plan, except as expressly provided in the
     applicable Award.

(b)  No Rights As Shareholder.  Subject to the provisions of the applicable
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     Award, no Participant or Designated Beneficiary shall have any rights as a
     shareholder with respect to any shares of Common Stock to be distributed
     under the Plan until he or she becomes the holder thereof.  A Participant
     to whom Common Stock is awarded shall be considered the holder of the Stock
     at the time of the Award except as otherwise provided in the applicable
     Award.

(c)  Effective Date. The Plan shall be effective on September 19, 2000.
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(d)  Amendment of Plan.  The Board may amend, suspend or terminate the Plan or
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     any portion thereof at any time.

(e)  Governing Law.  The provisions of the Plan shall be governed by and
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     interpreted in accordance with the laws of the State of Delaware.

(f)  Indemnity.  Neither the Board nor the Committee, nor any members of either,
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     nor any employees of the Company or any parent, subsidiary, or other
     affiliate, shall be liable for any act, omission, interpretation,
     construction or determination made in good faith in connection with their
     responsibilities with respect to this Plan, and the Company hereby agrees
     to indemnify the members of the Board, the members of the Committee, and
     the employees of the Company and its parent or subsidiaries in respect of
     any claim, loss, damage, or expense (including reasonable counsel fees)
     arising from any such act, omission, interpretation, construction or
     determination to the full extent permitted by law.

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