Form of Directors' And Officers' Indemnification

DIRECTORS and OFFICERS
INDEMNIFICATION AGREEMENT


This Indemnification Agreement (the "Agreement") is entered into as of July ___, 1996, between M.D. Labs, Inc., a Delaware corporation (the "Company"), and Todd P. Belfer ("Indemnitee").


RECITALS


A. It is essential to the Company to retain and attract as directors and officers the most capable persons available;


B. Indemnitee is a director and/or officer of the Company;


C. Both the Company and Indemnitee recognize the increased risk of litigation and other claims being asserted against directors and officers of public companies in today's environment;


D. The Amended and Restated Certificate of Incorporation ("Certificate of Incorporation") of the Company requires the Company to indemnify and advance expenses to its directors and officers to the fullest extent permitted by law and Indemnitee has been serving and continues to serve as a director or officer of the Company in part in reliance on such Certificate of Incorporation; and


E. In recognition of Indemnitee's need for substantial protection against personal liability in order to enhance Indemnitee's continued service to the Company in an effective manner and Indemnitee's reliance on the Certificate of Incorporation, and in part to provide Indemnitee with specific contractual assurance that the protection promised by the Certificate of Incorporation will be available to Indemnitee (regardless of, among other things, any amendment to or revocation of such or any change in the composition of the Company's Board of Directors or acquisition transaction relating to the Company), the Company wishes to provide in this Agreement for the indemnification of, and the advancing of expenses to, Indemnitee to the fullest extent (whether partial or complete) permitted by law and as set forth in this Agreement, and, to the extent insurance is maintained, for the continued coverage of Indemnitee under the Company's directors' and officers' liability insurance policies.


COVENANTS


In consideration of Indemnitee continuing to serve the Company directly or, at its request, with another enterprise, and intending to be legally bound hereby, and for other good and valuable consideration, the adequacy of which is hereby acknowledged, the parties agree as follows:
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1. Certain Definitions:


(a) Action: any threatened, pending or completed action, suit or
proceeding, or any inquiry or investigation, whether conducted
by the Company or any other party, that Indemnitee in good
faith believes might lead to the institution of any such
action, suit or proceeding, whether civil, criminal,
administrative, investigative or other.


(b) Change in Control: shall be deemed to have occurred if (i) any
"person" (as such ----------------- term is used in Paragraphs
13(d) and 14(d) of the Securities Exchange Act of 1934, as
amended [the "Exchange Act"]), other than a trustee or other
fiduciary holding securities under an employee benefit plan of
the Company or a corporation owned directly or indirectly by
the stockholders of the Company in substantially the same
proportions as their ownership of stock of the Company, is or
becomes the "beneficial owner" (as defined in Rule 13d-3 under
said Act), directly or indirectly, of securities of the
Company representing one-third or more of the total voting
power represented by the Company's then outstanding Voting
Securities (as defined below), or (ii) during any period of
two consecutive years, individuals who at the beginning of
such period constitute the Board of Directors of the Company
and any new director whose election by the Board of Directors
or nomination for election by the Company's stockholders was
approved by a vote of at least two-thirds (2/3) of the
directors then still in office who either were directors at
the beginning of the period or whose election or nomination
for election was previously so approved, cease for any reason
to constitute a majority thereof, or (iii) the stockholders of
the Company approve a merger or consolidation of the Company
with any other corporation, other than a merger or
consolidation which would result in the Voting Securities of
the Company outstanding immediately prior thereto continuing
to represent (either by remaining outstanding or by being
converted into Voting Securities of the surviving entity) at
least two-thirds of the total voting power represented by the
Voting Securities of the Company or such surviving entity
outstanding immediately after such merger or consolidation, or
the stockholders of the Company approve a plan of complete
liquidation of the Company or an agreement for the sale or
disposition by the Company of (in one transaction or a series
of transactions) all or substantially all the Company's
assets.


(c) Derivative Action: an Action by or in the right of the
Company.


(d) Expenses: include reasonable attorneys' fees, court costs,
deposition costs, court reporter fees, travel and all other
costs, expenses and obligations actually paid to another or
incurred in connection with investigating the facts underlying
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Action, preparing to defend and defending the Action or
preparing for and participating in the Action as a witness, or
any of the foregoing expenses incurred on appeal, or any other
reasonable expenses incurred by Indemnitee in participating in
any Indemnifiable Action or Indemnifiable Derivative Action.


(e) Indemnifiable Action or Indemnifiable Derivative Action: any
Action or Derivative Action arising out of or relating,
directly or indirectly, to the fact that Indemnitee is or was
a Director, Indemnitee, employee, agent or fiduciary of the
Company, or a subsidiary of the Company, or is or was serving
at the request of the Company as a Director, Indemnitee,
employee, trustee, agent or fiduciary of another corporation,
partnership, joint venture, employee benefit plan, trust or
other enterprise, or by reason of Indemnitee's actions or
omissions in any such capacity.


(f) Potential Change in Control: shall be deemed to have occurred
if (i) the Company enters into an agreement, the consummation
of which would result in the occurrence of a Change in
Control; (ii) any person (including the Company) publicly
announces an intention to take or to consider taking actions
which if consummated would constitute a Change in Control;
(iii) any person other than a trustee or other fiduciary
holding securities under an employee benefit plan of the
Company or a corporation owned, directly or indirectly, by the
stockholders of the Company in substantially the same
proportions as their ownership of stock of the Company who is
or becomes the beneficial owner, directly or indirectly, of
securities of the Company representing 10% or more of the
combined voting power of the Company's then outstanding Voting
Securities, increases such person's beneficial ownership of
such securities by five percentage points (5%) or more over
the percentage so owned by such person; or (iv) the Board of
Directors adopts a resolution to the effect that, for purposes
of this Agreement, a Potential Change in Control has occurred.


(g) Voting Securities: any securities of the Company which vote
generally in the election of directors.


2. No Pending Actions. Indemnitee represents to Company that to Indemnitee's actual knowledge, (i) there is no Indemnifiable Action or Indemnifiable Derivative Action involving Indemnitee as of the date of this Agreement and (ii) no facts exist that may form the basis for such Action involving Indemnitee.


3. Indemnification For Actions Other Than Derivative Actions. If Indemnitee was, is, or becomes a party to or a witness or other participant in, or is threatened to be made a party to or witness or other participant in, an Indemnifiable Action other than an Indemnifiable Indemnification Agreement Page - 4


Derivative Action, the Company shall, subject to the provisions of this Agreement, indemnify Indemnitee to the fullest extent permitted by law against any and all Expenses, judgments, fin ...