Exhibit 10.1

EMPLOYMENT AGREEMENT

             This AGREEMENT is made this 24thday of June, 1998, by and between VYSIS, INC., a corporation formed andexisting under the laws of the State of Delaware, with its principal place ofbusiness at 3100 Woodcreek Drive, Downers Grove, IL 60515 (hereinafter referredto as the "Employer"), and PAUL STEUPERAERT, an individual residingat Les Regourdes, Le Faget, F-31460, Caraman, France (hereinafter referred toas the "Employee").

RECITALS

             WHEREAS, Employer wishes to employEmployee as the executive in charge of Employer's European operations; and

             WHEREAS, Employee has obtained atermination of his employment agreement with PILLING CO., effective as ofAugust 31, 1998, and wishes to accept employment with Employer on the terms herein

             NOW, THEREFORE, the parties heretoagree as follows:

             1.          Employment.     The Employer agrees to employ theEmployee as an executive. Employee agrees to accept employment as an executiveand to serve as the Employer's President European Operations, an electedofficer position, and to serve as a Director of each of the Employer'swholly-owned subsidiaries:  Vysis (UK)Ltd., Vysis GmbH and Vysis SARL.

             2.          Duties.

                           2.1        The Employee agrees that his powers andduties shall be determined pursuant to the guidelines of this agreement by theEmployer's President and Chief Executive Officer. Employee further agrees thathe shall serve as an officer of the Employer and as director and officer of anyof its subsidiaries and affiliates and shall perform duties customarilyincident to such offices and all other duties the President and Chief ExecutiveOfficer may periodically assign to him.

 

                           2.2        The Employee agrees to devote his bestefforts and his entire time, skill, attention and energies to the performance ofhis duties under this Agreement, and shall not, during the term of thisAgreement, engage in any other business activity, regardless of whether suchactivity is pursued for gain or profit. Notwithstanding the foregoing, Employeris aware that Employee serves as a member (non-remunerated) of the Board ofDirectors of the companies Huck-Occitania s.a., Occitania Services s.a., GroupeOccitania and SCI Les Regourdes, S.C.I. La Poussaraque, Igrec s.a., Archibalds.a., Pōle Sud s.a., Monark n.v. and does not object to Employee servingin said capacity with said companies. The Employee, however, may invest hisassets in other companies so long as they do not require the Employee'sservices in the operation of their affairs.

             3.          Term.     The term of this Agreement shall commenceon September 1, 1998, and shall terminate on August 31, 2003, unless terminatedearlier pursuant to Sections 14 & 15 hereof. This Agreement may beautomatically extended for an additional twelve (12) months upon Employergiving Employee twelve (12) months written notice prior to August 31, 2003,unless within three (3) months after such notice Employee provides writtennotice to Employer that Employee does not agree to have an additionaltwelve (12) month period added to the remaining term of this Agreement.

 

             4.          BaseSalary.

                           4.1        For all services rendered by theEmployee under this Agreement, the Employer shall pay to the Employee an annualbase salary which shall be at least equal to One Million Two Hundred ThousandFrench Francs (1,200,000 FF).

                           4.2        If the Employee dies during the term ofhis employment, the Employer shall pay to the estate of the Employee anycompensation which would otherwise be payable to the Employee under thisAgreement up to the end of the month in which his death occurs, suchcompensation to be payable at such times as it would have been paid had theEmployee not died.

                           4.3        On each yearly anniversary date of thisAgreement, the annual base salary of the Employee shall be reviewed by theEmployer's President and Chief Executive Officer to determine what increase, ifany, in the Employee's annual salary should be made for the succeeding twelve(12) months. The Employer's President and Chief Executive Officer will makerecommendations to the Employer's Board of Directors in this regard; provided,however:  (i) that such recommendationshall be non-binding, and the Board of Directors shall retain the sole,exclusive, absolute and unfettered discretion to accept or reject the recommendationsand to set the Employee's salary for the succeeding twelve (12)-month period,and (ii) that said salary shall not be reduced below the annual base salary theEmployee received for the preceeding twelve (12) months.

 

             5.          StockIncentive Plans.     The Employerplans to seek approval from its Shareholders for establishing a 1998 StockIncentive Plan. Upon approval of the 1998 Plan, the Employer's President andChief Executive Officer will recommend to the Employer's Board of Directorsthat Employee receive a stock option grant under the 1998 Plan in an amountrecommended by the President and Chief Executive Officer. The Employee'sparticipation in the 1998 Plan, if approved, and in any other incentive,profit-sharing or bonus plan, stock option plan or pension plan of the Employershall be in such an amount and upon such terms and conditions which: (i) arerecommended by the Employer's President and Chief Executive Officer and (ii)are approved by the Employer's Board of Directors in their absolute discretion.

             6.          Reimbursementof Expenses.     Subject tocompliance with the Employer's Expense Reimbursement Policy and such conditionsas the President and Chief Executive Officer of the Employer may from time totime determine, the Employer will reimburse the Employee, upon presentation ofvouchers or invoices, for reasonable expenses incurred by the Employee in theperformance of his duties in carrying out the terms of this Agreement,including expenses for such items as travel and hotel.

             7.          WorkingFacilities.     The Employer shallfurnish the Employee with such facilities and services that are suitable to hisposition and adequate for the performance of his duties.

             8.          Location.     Initially, the Employee's primary placeof employment will be maintained at a location mutually agreeable to bothparties. However, the Employee's permanent primary place of employment will bedetermined in a European Operations Strategic Study to be completed later in1998. The Employer acknowledges that Employee may retain his principalresidence in Toulouse area and that Employee may commute, at his expense, fromToulouse to his primary employment location.

 

             9.          Automobile.     The Employer recognizes the Employee'sneed for an automobile for business purposes. It, therefore, shall provide theEmployee with an automobile including all related maintenance, repairs,insurance and other costs, under the automobile lease program maintained by theEmployer's Vysis SARL subsidiary.

             10.        Disability.

                           10.1      For purposes of this Agreement,"permanent disability" means the Employee's inability as a result ofillness, incapacity or disease to perform any of his duties as set forthherein, with no reasonable expectation, in the judgment of the Employer'sPresident and Chief Executive Officer, based upon competent medical advice,that the Employee will be able to resume the performance of his duties. If theEmployee becomes, and continues to be, permanently disabled, the Employer shallcontinue to pay to the Employee the annual base salary he is then receiving andthe Employee shall continue to be eligible for all fringe benefit programs inwhich he is then participating, for a period of six (6) months following thecommencement of such permanent disability. Thereafter, if such permanentdisability continues, this Agreement shall terminate.

 

                           10.2      The Employer shall provide the Employeewith long-term disability benefits, commencing no later than the expiration ofthe six (6)-month period from the onset of the permanent and total disability(as determined under Section 10.1) which, when added to any otherEmployer-provided disability benefits payable to the Employee (from socialsecurity, workmen's compensation or otherwise), shall be at least equal tofifty percent (50%) of the Employee's then-existing annual base salary for theduration of the disability. Notwithstanding the foregoing, the Employer'sobligation to provide benefits pursuant to this subparagraph shall be limitedto those benefits that can be purchased at a rate not greater than Five Dollarsper One Hundred Dollars of insurance coverage.

             11.        Participationin Employer-Provided Employee Benefits.    The Employee shall be entitled to receive benefits under the employeebenefit plans maintained for employees of Vysis SARL, including, but not by wayof limitation, short-term disability insurance, medical benefits, travel andaccident insurance, dental insurance, vision care and tuition reimbursement,provided that Employee will not receive any grant under the Employer's 1996Stock Incentive Plan. Nothing in this Agreement shall in any manner modify,impair or offset the existing or future rights or interest of the Employee toreceive any employee benefits, including but not by way of limitation,short-term disability insurance, medical benefits, travel and accidentinsurance, dental insurance, vision care, tuition reimbursement, to which hewould otherwise be entitled.

 

             12.        Rightsof Employee under Change in control of Employer.

                           12.1      In the event of a change in control (ashereinafter defined) of the Employer which results in a significant impact (ashereinafter defined) on Employee, the Employee shall be entitled to thefollowing payments and benefits, which shall be paid to Employee within thirty(30) days after the date of occurrence of the significant impact on Employee:

                                        (i)  All amounts then due and payable to theEmployee at the time of the change in control, whether for                           accrued salary,bonus, reimbursement of expenses or otherwise.

                                        (ii)  An amount equal to the greater of theEmployee's base salary for the remainder of the term of this                           Agreement orfor a period of twelve (12) months.

                                        (iii)  Employer shall continue to furnish Employeewith all "fringe benefits" (including, but not limited to, life                           and medicalinsurance benefits for Employee and his or her dependents) received by Employeeprior to the change in                           control for aperiod of eighteen (18) months following the date of termination. In lieu ofany such benefits, Employer                           mayperiodically pay to Employee the reasonable cost to Employee of purchasing anyof such benefits from sources                           other thanEmployer, provided that if any of such benefits were not taxable to Employeeduring the term of his or her                           employment,Employer shall also reimburse Employee for the federal income taxes payable onthe receipt of such                           benefits orcost thereof after the change in control. Employee's rights to such fringebenefits or payments in                           lieu thereof asprovided herein shall be reduced to the extent that comparable fringe benefitsshall be supplied                           to Employee bya subsequent employer.

                           12.2      Employee shall be entitled to all paymentsunder this Section 12 without obligation to seek or accept other employment orin any other manner mitigating any damages which he may sustain as the resultof the change in control.

 

                           12.3      "Change in control" shallinclude the following:

                                        (i)  the sale of substantially all of theEmployer's assets;

                                        (ii)  the sale, exchange or other disposition ofat least two-thirds (2/3) of the outstanding corporate shares of                           the Employer;or

                                        (iii)  the merger or consolidation of the Employerin a transaction in which the Employer's shareholders                           receive lessthan fifty-one percent (51%) of the outstanding voting shares of the new orcontinuing                           corporation; or

                                        (iv)  the Employer decides to terminate itsbusiness or liquidate its assets.

                           12.4      "Significant impact on Employee"shall include the following:

                                        (i)  elimination of Employee's position, or

                                        (ii)  a material reduction in the scope orresponsibility of Employee's job responsibilities, or

                                        (iii)  a change in Employee's primary place ofemployment.

             13.        Indemnification.

                           13.1      Third Party Actions.     If the Employee is made a party or isthreatened to be made a party to any threatened, pending or completed action orproceeding, whether civil, criminal, administrative (other than an action by orin the right of the Employer), by reason of the fact that the Employee is orwas an employee or agent of the Employer, or is or was serving at the requestof the Employer as a representative of another domestic or foreign corporationfor profit or not-for-profit, partnership, joint venture, trust or otherenterprise, the Employer shall indemnify the Employee against expenses(including attorneys' fees), judgments, fines and amounts paid in settlementactually and reasonably incurred by the Employee in connection with the actionor proceeding if the Employee acted in good faith and in a manner he reasonablybelieved to be in, or not opposed to, the best interest of the Employer and,with respect to any criminal proceeding, had no reasonable cause to believe hisconduct was unlawful; provided, however, the Employer shall indemnify Employeein connection with any action or proceeding initiated by Employee only if suchaction or proceeding was authorized by the Employer's Board of Directors. Thetermination of any action or proceeding by judgment, order, settlement orconviction or upon a plea of nolo contendere or its equivalent shall not ofitself create a presumption that the Employee did not act in good faith and ina manner that he reasonably believed to be in, or not opposed to, the bestinterest of the Employer and, with respect to any criminal proceeding, hadreasonable cause to believe that his conduct was unlawful.

 

                           13.2      Derivative Actions.     If the Employee is made a party, or isthreatened to be made a party, to any threatened, pending or completed actionby or in the right of the Employer to procure a judgment in its favor by reasonof the fact that the Employee is or was an employee or agent of the Employer oris or was serving at the request of the Employer as a representative of anotherdomestic or foreign corporation for profit or not-for-profit, partnership,joint venture, trust or other enterprise, the Employer shall indemnify theEmployee against expenses (including attorneys' fees) actually and reasonablyincurred by the Employee in connection with the defense or settlement of theaction if the Employee acted in good faith and in a manner he reasonably believedto be in, or not opposed to, the best interests of the Employer.Indemnification shall not be made under this Section in respect of any claim,issue or matter as to which the Employee has been adjudged to be liable to theEmployer unless and only to the extent that the court in which the action wasbrought, or any other court of competent jurisdiction determines uponapplication that, despite the adjudication of liability, but in view of all thecircumstances of the case, the Employee is fairly and reasonably entitled toindemnity for the expenses that such court deems proper.

 

             14.        Termination.

                           14.1      Nothing in this Agreement shall beconstrued to prevent termination by the Employer of the Employee's employmentunder this Agreement upon the occurrence of any of the following events:

                                        (i)  Any material breach by the Employee of anyof his obligations under this Agreement which is not cured                           within thirty(30) days after the Employee's receipt of written notification from theEmployer of such breach;

                                        (ii)  the inability of the Employee to perform hisusual duties under this Agreement because of permanent                           disability asdefined in Section 10.1;

                                        (iii)  the conviction of the Employee for a felonyor the commission of a fraudulent act by the Employee                           against theEmployer.

                           14.2      Employee, at his option, may terminatethis Agreement in the event of any material breach by the Employer of any ofits obligations owed to Employee under this Agreement. Employee's right toterminate shall not become effective if the material breach by Employer or theother parties is cured within thirty (30) days after receipt of writtennotification of same from Employee.

 

             15.        PaymentUpon Early Termination of Agreement.    In the case of termination of this Agreement by the Employer, for anyreason other than those set forth in Section 14.1, the Employer shall pay tothe Employee, notwithstanding any other provision of this Agreement, asadditional compensation an amount equal to twenty-four (24) months of the averagemonthly salary received by the Employee during the last three (3) monthspreceding the termination of the Agreement; said additional compensation shallbe in lieu of any other indemnification to which Employee may have beenotherwise entitled. Said additional compensation shall be reduced by applicablewithholding.

             16.        RestrictiveCovenant.     During the employmentterm of this Agreement and during the first twelve (12) months of the periodduring which the Employee receives the additional compensation provided for inSection 15, Employee shall not be an officer, director, shareholder or Employeeof a corporation, nor the owner of any business, nor a member of a partnership,which conducts any business in competition with the Employer. If Employee breachesthis provision, this Agreement shall immediately terminate, and in such event,the Employee shall immediately forfeit all rights to any additionalcompensation due him.

             17.        Assignment.     The Employee shall have no right toexchange, convert, encumber or dispose of his rights to receive benefits andpayments under this Agreement, which payments, benefits and rights thereto arenon-assignable and non-transferable. In the event of any attempted assignmentor transfer, the Employee shall forfeit his rights to receive any payments orbenefits, and the Employer shall have no further liability under thisAgreement.

 

             18.        EntireAgreement.     This Agreementconstitutes the entire understanding between the parties with respect to thesubject matter contained herein and supersedes any prior understandings andagreements between them respecting such subject matter.

             19.        Headings.     The headings in this Agreement are forconvenience of reference only and shall not affect its interpretation.

             20.        Severability.    If any provision of this Agreementis held illegal, invalid or unenforceable, such illegality, invalidity orunenforceability will not affect any other provision hereof. Such provision andthe remainder of this Agreement shall, in such circumstances, be deemedmodified to the extent necessary to render enforceable the remaining provisionshereof.

             21.        Mannerof Giving Notice.

                           21.1      Whenever written notice, consent, demandor other communication is required to be given to any person pursuant to theterms of this Agreement, it may be given to the person either personally or bysending a copy thereof by first class or express mail, postage prepaid, byfacsimile, or courier service, charges prepaid, to the address or telephonenumbers specified below. If the notice is sent by mail, facsimile or courierservice, it shall be deemed to have been given to the person entitled theretowhen deposited in the United States mail or courier service for delivery tothat person, or in the case of facsimile, when dispatched:

| If to the Employer, to: | Vysis, Inc.                                    |
|-------------------------|------------------------------------------------|
|                    | 3100 Woodcreek Drive                           |
|                    | Downers Grove, IL 60515                        |
|                    | Phone: (630) 271-7070                          |
|                    | Facsimile: (630) 271-7078                      |
|                    | Attention: John L. Bishop, President & CEO |
|                    |                                           |
| If to the Employee, to: | Paul Steuperaert                               |
|                    | Les Regourdes                                  |
|                    | Le Faget                                       |
|                    | F-31460                                        |
|                    | FRANCE                                         |
|                    | Phone: 9-011(33)(56)183-7989                   |
|                    | Facsimile: 9-011(33)(56)218-8396               |

 

                           21.2      Notice of any change in such address shallalso be given in the manner set forth above. Whenever the giving of notice isrequired, the giving of such notice may be waived by the party entitled toreceive such notice.

             22.        Counterpartsand Multiples.     This Agreementmay be executed in counterparts, each of which, when executed and delivered,shall be deemed an original, and all such counterparts, when taken together,shall constitute but one and the same instrument.

             23.        Waiversand Modifications.     No waivershall be deemed to be made by any party hereto or any of the rights of a partyhereto unless the same shall be in writing, and this Agreement shall not bechanged or modified in any respect, except in writing signed by the partieshereof.

 

             24.        Waiverof Breach.     Any waiver by eitherparty hereto of the breach of any of the terms of this Agreement by the otherparty hereto shall not operate as or be construed as a waiver of any subsequentbreach.

             25.        Survival.     All representations, warranties,covenants, conditions and agreements, whether expressed herein or as a part ofthe recitals hereto or as part of the attachments hereto, of the parties heretocontained in this Agreement shall survive execution of this Agreement.

             26.        Successorsand Assigns.     This Agreementbinds, inures to the benefit of, and is enforceable by the Employee and by theEmployer and its successors and assigns, and does not confer any rights on anyother persons or entities.

             27.        GoverningLaw.     This Agreement shall begoverned by and enforced in accordance with the substantive and procedural lawof the State of Illinois. The parties consent and agree that all disputes arisingin connection with this Agreement shall be settled under the rules ofArbitration of the International Chamber of Commerce by one or more arbitratorsappointed in accordance with said Rules. The arbitration shall take place inParis, France. Each party agrees that service upon it in any such action orproceeding may be made by air mail, certified or registered, to its address asset forth in this Agreement. Each party agrees to pay its own legal expense inconnection with any dispute.

 

             28.        Amendments.    This Agreement may be amended andsupplemented only by a written instrument duly executed by both parties.

             IN WITNESS WHEREOF, intending to belegally bound, the parties have executed this Agreement on the date first abovewritten.

| ATTEST:         | VYSIS, INC. (EMPLOYER) |
|-----------------|------------------------|
|            |                   |   |
| /s/ W.E. MURRAY | By:               | /s/ John L. Bishop |
|                 |                   |  |
| Secretary       |                   | John L. Bishop, President & CEO |
|            |                   |   |
| WITNESS:        | EMPLOYEE:              |
|            |                   |
| /s/ [ILLEGIBLE] | By:               | /s/ Paul Steuperaert |
|                 |                   |  |
|            |                   | Paul Steuperaert |