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                                                                    EXHIBIT 10.2

                   AMERICAN MEDICAL LABORATORIES, INCORPORATED

                        2002 EMPLOYEE STOCK PURCHASE PLAN


        The following constitute the provisions of the 2002 Employee Stock
Purchase Plan (the "Plan") of American Medical Laboratories, Incorporated (the
"Company"). Certain definitions of terms used in the Plan are provided in
Section 2.

1.      PURPOSE

        The purpose of the Plan is to provide employees of the Company and its
Designated Subsidiaries with an opportunity to purchase Common Stock of the
Company through accumulated payroll deductions. It is the intention of the
Company to have the Plan qualify as an "Employee Stock Purchase Plan" under
Section 423 of the Code. The provisions of the Plan shall, accordingly, be
construed so as to extend and limit participation in a manner consistent with
the requirements of that section of the Code. The Plan will also be extended to
employees of foreign subsidiaries subject to adjustments, in the sole discretion
of the Board of Directors, to take into account the requirements of the local
laws associated with the particular subsidiary. These local requirements may not
provide the same favorable tax consequences as are available to participants in
the United States.

2.      DEFINITIONS

        (a)    "Board" shall mean the Board of Directors of the Company.

        (b)    "Code" shall mean the Internal Revenue Code of 1986, as amended.

        (c)    "Common Stock" shall mean the Common Stock, $0.01 par value, of
               the Company.

        (d)    "Company" shall mean American Medical Laboratories,
               Incorporated, a Delaware corporation.

        (e)    "Compensation" shall mean all amounts includable as "wages"
subject to tax under section 3101(a) of the Code without applying the dollar
limitation of section 3121(a) of the Code. Accordingly, Compensation shall
include, without limitation, salaries, commissions, bonuses and overtime.
Compensation shall not include reimbursements of expenses, allowances, or any
amount deemed received without the actual transfer of cash or any Company
contributions or payments to any trust, fund, or plan to provide retirement,
pension, profit sharing, health, welfare, death, insurance or similar benefits
to or on behalf of such Participant or any other payments not specifically
referenced above, except to the extent that the inclusion of any such item with
respect to all Participants on a nondiscriminatory basis is specifically
approved by the Board.


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        (e)    "Compensation Committee" shall mean the Compensation Committee
appointed by the Board of Directors of the Company.

        (f)    "Continuous Status as an Employee" shall mean the absence of any
interruption or termination of service as an Employee. Continuous Status as an
Employee shall not be considered interrupted in the case of a leave of absence
agreed to in writing by the Company, provided that such leave is for a period of
not more than 90 days or re-employment upon the expiration of such leave is
guaranteed by contract or statute.

        (g)    "Designated Subsidiaries" shall mean the Subsidiaries which have
been designated by the Board from time to time in its sole discretion as
eligible to participate in the Plan.

        (h)    "Employee" shall mean any person, including an officer, who is
customarily employed for at least 20 hours per week and more than five months in
a calendar year by the Company or one of its Designated Subsidiaries.

        (i)    "Enrollment Date" shall mean the first day of each Offering
Period.

        (j)    "Exercise Date" shall mean each March 31, September 30, June 30
and December 31 of each Offering Period of the Plan.

        (k)    "Exercise Period" shall mean a period commencing on January 1 and
terminating on the following March 31, commencing on April 1 and terminating on
the following June 30, commencing on July 1 and terminating on the following
September 30, or commencing on October 1 and terminating on the following
December 31.

        (l)    "Offering Period" shall mean a period of three months commencing
on January 1, April 1, July 1 and October 1 of each year during which an option
granted pursuant to the Plan may be exercised.

        (m)    "Plan" shall mean this 2002 Employee Stock Purchase Plan.

        (n)    "Subsidiary" shall mean a corporation, domestic or foreign, of
which not less than 50% of the voting shares are held by the Company or a
Subsidiary, whether or not such corporation now exists or is hereafter organized
or acquired by the Company or a Subsidiary.

3.      ELIGIBILITY

        (a)    Any Employee who shall be employed by the Company for more than
six months and on a given Enrollment Date shall be eligible to participate in
the Plan, subject to limitations imposed by Section 423(b) of the Code or other
applicable local law.

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        (b)    Any provisions of the Plan to the contrary notwithstanding, no
Employee shall be granted an option under the Plan (i) if, immediately after the
grant, such Employee (or any other person whose stock would be attributed to
such Employee pursuant to Section 425(d) of the Code) would own stock and/or
hold outstanding options to purchase stock possessing five percent or more of
the total combined voting power or value of all classes of stock of the Company
or of any Subsidiary, or (ii) which permits such Employee's rights to purchase
stock under all employee stock purchase plans of the Company and its
Subsidiaries to accrue at a rate which exceeds $25,000 of fair market value of
such stock (determined at the time such option is granted) for each calendar
year in which such option is outstanding at any time.

4.      OFFERING PERIODS

        The Plan shall be implemented by consecutive Offering Periods with a new
Offering Period commencing on January 1, April 1, July 1 and October 1 of each
year, commencing _______ _, ____, or as otherwise determined by the Board, and
continuing thereafter until terminated in accordance with Section 19 hereof. The
Board shall have the power to change the duration of Offering Periods with
respect to future offerings without stockholder approval if such change is
announced at least 15 days prior to the scheduled beginning of the first
Offering Period to be affected.

5.      PARTICIPATION

        (a)    An eligible Employee may become a participant in the Plan by
completing a subscription agreement authorizing payroll deductions on the form
provided by the Company and filing it with the Company's payroll office prior to
the applicable Enrollment Date, unless a later time for filing the subscription
agreement is set by the Board for all eligible Employees with respect to a given
Offering Period.

        (b)    Payroll deductions for a participant shall commence on the first
payroll date following the Enrollment Date and shall end on the last payroll
date in the Offering Period to which such authorization is applicable, unless
sooner terminated by the participant as provided in Section 10.

6.      PAYROLL DEDUCTIONS

        (a)    At the time a participant files his subscription agreement, he
shall elect to have payroll deductions made on each paydate during the Offering
Period in an amount not exceeding 15% of the Compensation which he receives on
each paydate during the Offering Period, and the aggregate of such payroll
deductions during the Offering Period shall not exceed 15% of his aggregate
Compensation during said Offering Period.

        (b)    All payroll deductions made by a participant shall be credited to
his account under the Plan. A participant may make any additional lump sum
payments into such account at the end

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of the calender year to enable such participant to purchase the maximum number
of shares permitted under Sections 3(b) and 7.

        (c)    A participant's payroll deductions will be used to purchase
shares of the Company's Common Stock for the participant's account within 15
days after the Exercise Date.

        (d)    A participant may discontinue his participation in the Plan as
provided in Section 10, may lower the rate of his payroll deductions effective
immediately or may increase (but not above 15%) the rate of his payroll
deductions effective as of the first date of the next Exercise Period within
such Offering Period by completing or filing with the Company a new
authorization for payroll deductions.

        (e)    Notwithstanding the foregoing, to the extent necessary to comply
with section 423(b)(8) of the Code and Section 3(b) herein, a participant's
payroll deductions may be decreased to zero percent at such time during any
Exercise Period which is scheduled to end during the current calendar year.
Payroll deductions shall recommence at the rate provided in such participant's
subscription agreement at the beginning of the first Exercise Period which is
scheduled to end in the following calendar year, unless terminated by the
participant as provided in Section 10.

7.      GRANT OF OPTION

        On the Enrollment Date of each Offering Period, each eligible Employee
participating in such Offering Period shall be granted an option to purchase on
each Exercise Date during such Offering Period (at the per share option price)
up to a number of shares of the Company's Common Stock determined by dividing
such Employee's payroll deductions accumulated during such Exercise Period by
85% of the closing price of a share of the Company's Common Stock on the New
York Stock Exchange on the Enrollment Date or on the Exercise Date, whichever is
lower, provided that the number of shares subject to the option shall not exceed
the lesser of (i) _____ shares per year, or (ii) 200% of the number of shares
determined by dividing 15% of the Employee's Compensation over the Offering
Period (determined as of the Enrollment Date) by 85% of the fair market value of
a share of the Company's Common Stock on the Enrollment Date, subject to the
limitations set forth in Sections 3(b) and 12 hereof. Fair market value of a
share of the Company's Common Stock shall be determined as provided in Section
7(b) herein.

        (b)    The option price per share of the shares offered in a given
Offering Period shall be the lower of: (i) 85% of the fair market value of a
share of the Common Stock of the Company on the Enrollment Date; or (ii) 85% of
the fair market value of a share of the Common Stock of the Company on the
applicable Exercise Date. The fair market value of the Company's Common Stock on
a given date shall be determined by the Board in its discretion; provided,
however, that where there is a public market for the Common Stock, the fair
market value per share shall be the closing price of the Common Stock for such
date, as reported by the New York Stock Exchange. If a closing price is not
available for an Enrollment Date or an Exercise Date, the fair market value of a
share


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of the Common Stock of the Company on such date shall be the fair market value
of a share of the Common Stock of the Company on the last business day prior to
such date.

8.      EXERCISE OF OPTION

        (a)    Unless a participant withdraws from the Plan as provided in
Section 10, his option for the purchase of shares will be exercised
automatically on each Exercise Date, and the maximum number of full shares
subject to his option will be purchased for him at the applicable option price
with the accumulated payroll deductions in his account. During his lifetime, a
participant's option to purchase shares hereunder is exercisable only by him.
Any amount remaining in the participant's account after an Exercise Date shall
be held in the account until the next Exercise Date, unless the Offering Period
has been over-subscribed or has terminated with such Exercise Date, in which
event such amount shall be refunded to the participant.

        (b)    Shares purchased under the Plan will have the right to receive
dividends if declared. Any dividends attributable to the shares purchased under
the Plan for the participant will be automatically used to purchase additional
shares of the Common Stock of the Company for such participant's account.

9.      DELIVERY

        As promptly as practicable after each Exercise Date, the Company shall
arrange the delivery to each participant, as appropriate, of a certificate
representing the shares purchased upon exercise of his option.

10.     WITHDRAWAL; TERMINATION OF EMPLOYMENT

        (a)    A participant may withdraw all but not less than all of the
payroll deductions credited to his account under the Plan at any time by giving
written notice to the Compensation Committee. All of the participant's payroll
deductions credited to his account will be paid to him promptly after receipt of
his notice of withdrawal and his participation in the Plan will be automatically
terminated, and no further payroll deductions for the purchase of shares will be
made. Payroll deductions will not resume on behalf of a participant who has
withdrawn from the Plan unless written notice is delivered to the Compensation
Committee within the open enrollment period preceding the commencement of an
Exercise Period directing the Compensation Committee to resume payroll
deductions.

        (b)    A participant may withdraw any amount of the shares of the
Company's Common Stock credited to his account under the Plan at any time by
giving written notice to the Compensation Committee following the close of each
calender quarter.

        (c)    Upon termination of the participant's Continuous Status as an
Employee prior to the Exercise Date for any reason, including retirement or
death, the payroll deductions credited to the


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participant's account will be returned to the participant or, in the case of
death, to the person or persons entitled thereto under Section 14, and such
participant's option will be automatically terminated.

        (d)    If an Employee fails to maintain Continuous Status as an Employee
for at least 20 hours per week during an Offering Period in which the Employee
is a participant, he will be deemed to have elected to withdraw from the Plan
and the payroll deductions credited to his account will be returned to him and
his option terminated.

        (e)    A participant's withdrawal from an Offering Period will not have
any effect upon his eligibility to participate in a succeeding Offering Period
or in any similar plan which may hereafter be adopted by the Company.

11.     INTEREST

        No interest shall accrue on the payroll deductions of a participant in
the Plan.

12.     STOCK

        (a)    The maximum number of shares of the Company's Common Stock which
shall be made available for sale under the Plan shall be ________. If on a given
Exercise Date the number of shares with respect to which options are to be
exercised exceeds the number of shares then available, the Company shall make a
pro rata allocation of the shares remaining available for option grant in as
uniform a manner as shall be practicable and as it shall determine to be
equitable. In such event, the Company shall give written notice of such
reduction of the number of shares subject to the option to each Employee
affected thereby and shall similarly reduce the rate of payroll deductions, if
necessary.

        (b)    The participant will have no interest or voting right in shares
covered by his option until such option has been exercised.

        (c)    Shares to be delivered to a participant under the Plan will be
registered in the name of the participant or in the name of the participant and
his or her spouse.

13.     ADMINISTRATION

        The Plan shall be administered by the Board of Directors of the Company
or the Compensation Committee. The Board may delegate routine matters to
management. The administration, interpretation or application of the Plan by the
Board or the Compensation Committee shall be final, conclusive and binding upon
all participants. Members of the Board who are eligible Employees are permitted
to participate in the Plan, provided that:

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        (a)    Members of the Board who are eligible to participate in the Plan
may not vote on any matter affecting the administration of the Plan or the grant
of any option pursuant to the Plan.

        (b)    If the Compensation Committee administers the Plan, no member of
the Board who is eligible to participate in the Plan may be a member of the
Compensation Committee.

14.     DESIGNATION OF BENEFICIARY

        (a)    A participant may file a written designation of a beneficiary who
is to receive any shares and cash, if any, from the participant's account under
the Plan in the event of such participant's death subsequent to the end of the
Offering Period but prior to delivery to him of such shares and cash. In
addition, a participant may file a written designation of a beneficiary who is
to receive any cash from the participant's account under the Plan in the event
of such participant's death prior to the exercise of the option.

        (b)    Such designation of beneficiary may be changed by the participant
at any time by written notice. In the event of the death of a participant and in
the absence of a beneficiary validly designated under the Plan who is living at
the time of such participant's death, the Company shall deliver such shares
and/or cash to the executor or administrator of the estate of the participant,
or if no such executor or administrator has been appointed (to the knowledge of
the Company), the Company, in its discretion, may deliver such shares and/or
cash to the spouse or to any one or more dependents or relatives of the
participant, or if no spouse, dependent or relative is known to the Company,
then to such other person as the Company may designate.

15.     TRANSFERABILITY

        Neither payroll deductions credited to a participant's account nor any
rights with regard to the exercise of an option or to receive shares under the
Plan may be assigned, transferred, pledged or otherwise disposed of in any way
(other than by will, the laws of descent and distribution or as provided in
Section 14 hereof) by the participant. Any such attempt at assignment, transfer,
pledge or other disposition shall be without effect, except that the Company may
treat such act as an election to withdraw funds in accordance with Section 10.

16.     USE OF FUNDS

        All payroll deductions received or held by the Company under the Plan
may be used by the Company for any corporate purpose, and the Company shall not
be obligated to segregate such payroll deductions.

17.     REPORTS

        Individual accounts will be maintained for each participant in the Plan.
Statements of account will be given to participating Employees quarterly
promptly following each Exercise Date,

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which statements will set forth the amounts of payroll deductions, the per share
purchase price, the number of shares purchased and the remaining cash balance,
if any.

18.     ADJUSTMENTS UPON CHANGES IN CAPITALIZATION

        Subject to any required action by the stockholders of the Company, the
number of shares of Common Stock covered by each option under the Plan which has
not yet been exercised and the number of shares of Common Stock which have been
authorized for issuance under the Plan but have not yet been placed under option
(collectively, the "Reserves"), as well as the price per share of Common Stock
covered by each option under the Plan which has not yet been exercised and the
shares of Common Stock that are credited to the participant's account, shall be
proportionately adjusted for any increase or decrease in the number of issued
shares of Common Stock resulting from a stock split or the payment of a stock
dividend (but only on the Common Stock) or any other increase or decrease in the
number of shares of Common Stock effected without receipt of consideration by
the Company; provided, however, that conversion of any convertible securities of
the Company shall not be deemed to have been "effected without receipt of
consideration". Such adjustment shall be made by the Board, whose determination
in that respect shall be final, binding and conclusive. Except as expressly
provided herein, no issue by the Company of shares of stock of any class, or
securities convertible into shares of stock of any class, shall affect, and no
adjustment by reason thereof shall be made with respect to, the number or price
of shares of Common Stock subject to an option.

        In the event of the proposed dissolution or liquidation of the Company,
the Offering Period will terminate immediately prior to the consummation of such
proposed action, unless otherwise provided by the Board, and the Board or
Compensation Committee will distribute to the participant the payroll deductions
or cash contributions, if applicable, and shares credited to the participant's
account. In the event of a proposed sale of all or substantially all of the
assets of the Company, or the merger of the Company with or into another entity,
the Board, in its sole discretion, may provide that (i) each option under the
Plan shall be assumed, (ii) an equivalent option shall be substituted by such
successor entity or a parent or subsidiary of such successor entity, or in lieu
of such assumption or substitution, that the participant shall have the right to
exercise the option, including shares as to which the option would not otherwise
be exercisable, or (iii) the Plan shall terminate and a shortened Exercise
Period may take place or a participant's contributions returned. If the Board
makes an option fully exercisable in lieu of assumption or substitution in the
event of a merger or sale of assets, the Board shall notify the participant that
the option shall be full, exercisable for a period of 30 days from the date of
such notice, and the option will terminate upon the expiration of such period.

        The Board may, if it so determines in the exercise of its sole
discretion, also make provision for adjusting the Reserves, as well as the price
per share of Common Stock covered by each outstanding option, if the Company
effects one or more reorganizations, recapitalizations, rights offerings or
other increases or decreases of the shares of its outstanding Common Stock, and
if the Company is being consolidated with or merged into any other corporation.

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19.     AMENDMENT OR TERMINATION

        The Board of Directors of the Company may at any time terminate or amend
the Plan. No such termination can affect options previously granted, nor may an
amendment make any change in any option theretofore granted which adversely
affects the rights of any participant, nor may an amendment be made without
prior approval of the stockholders of the Company if such amendment is required
by law or otherwise to be approved by the stockholders.

        Amendments to the Code which impact the Plan shall be automatically
implemented without further action by the Board unless such amendments require
independent action by either the Board or the stockholders.

20.     NOTICES

        All notices or other communications by a participant to the Company or
Compensation Committee under or in connection with the Plan shall be deemed to
have been duly given when received in the form specified by the Company or
Compensation Committee at the location, or by the person, designated by the
Company or Compensation Committee for the receipt thereof.

21.     STOCKHOLDER APPROVAL

        The Plan shall be subject to approval by the stockholders of the
Company.

22.     CONDITIONS UPON ISSUANCE OF SHARES

        Shares shall not be issued with respect to an option unless the exercise
of such option and the issuance and delivery of such shares pursuant thereto
shall comply with all applicable provisions of law, domestic or foreign,
including, without limitation, the Securities Act of 1933, as amended, the
Securities Exchange Act of 1934, as amended, the rules and regulations
promulgated thereunder, and the requirements of any stock exchange upon which
the shares may then be listed, and shall be further subject to the approval of
counsel for the Company with respect to such compliance.

        As a condition to the exercise of an option, the Company may require the
person exercising such option to represent and warrant at the time of any such
exercise that the shares are being purchased only for investment and without any
present intention to sell or distribute such shares if, in the opinion of
counsel for the Company, such a representation is required by any of the
aforementioned applicable provisions of law.


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