from 10-K 1 page Amendment to Unilab Corporation 2000 Stock Option Plan 1. Effective February 6, 2002, Section 12 of Unilab Corporation 2000 Executive Stock Option Plan the ("2000 Plan") Is Hereby Amended by the Insertion of the Following Sentence Immediately After the First Sentence of Section 12: Such Payment Shall Be, in Respect of Any Vested Option, Absent Any Determination Made by the Committee in Its Sole Discretion to the Contrary, Equal to the Positive Difference Between the Aggregate Fair Market Value of the Shares Subject to Such Option and the Aggregate Exercise Price of Such Option. 2.except as Amended Herein, the 2000 Plan Shall Remain in Full Force and Effect. * Approved by Action of the Board of Directors on February 6, 2002

from 10-K ~5 pages Amendment to 2001 Executive Stock Option Plan

from 10-K 1 page Amendment to Employment Agreement This Amendment, Dated and Effective as of the 28th Day of November, 2001, to the Employment Agreement (The "Employment Agreement") Dated July 1, 2000, by and Among Unilab Corporation, a Delaware Corporation ("The Company") and Emmett C. Kane ("Executive"), Is Entered Into for Good and Valid Consideration, the Receipt and Sufficiency of Which Is Hereby Acknowledged by the Parties Hereto. Whereas, the Parties Desire to Modify the Terms of Executive's Employment With the Company; and Whereas, the Company and Executive Desire to Amend the Employment Agreement to Reflect the Terms Under Which Executive Will Be Employed Henceforth by the Company; Now, Therefore, in Consideration of the Promises and the Mutual Covenants Set Forth Herein, the Parties Hereto Agree That the Employment Agreement Shall Be Amended as Follows: 1. Term. the Term Set Forth in Section 1 of the Employment Agreement Is Hereby Amended and Extended to Continue Until July 1, 2004, Unless Sooner Terminated in Accordance With Sections 5 and 6 of the Employment Agreement. There Shall Be No Further Extension of the Employment Agreement Other Than by Written Instrument Executed by Both Parties Hereto. 2. Entire Agreement. This Amendment Amends and Supercedes Section 1 of the Employment Agreement, as Set Forth Herein, and Constitutes the Entire Understanding Between the Parties With Respect to the Subject Matter Hereof, Superseding All Negotiations, Prior Discussions, and Preliminary Agreements, and in the Event of Any Conflict Between This Amendment and the Employment Agreement as to the Subject Matter Hereof, the Terms Hereof Shall Control. Neither This Amendment Nor the Employment Agreement May Be Amended Except in a Writing Executed by the Parties Hereto. in Witness Whereof, the Parties Hereto Have Executed and Delivered the Amendment as of the Date First Above Written. Unilab Corporation Executive By: /S/ /S/ Robert E. Whalen Emmett C. Kane Chief Executive Officer

from 10-K 1 page Amdmnt to Eement Agreemt Between Ulab & D. Gee

from 10-K 1 page Amdmnt to Eement Agreemt Between Ulab & R. Whalen

from 10-K 1 page Consent of Deloitte & Touche Llp.

from 10-K 1 page Consent of Arthur Andersen Llp.

from 10-K 1 page Powers of Attorney

from 10-K 1 page Press Release, Dated January 22, 2002

from 10-K ~5 pages Press Release, Dated January 24, 2002