Chief Information Officer Employment Agreement

April 11, 1997


Imtiaz Sattaur


Dear Imtiaz:


We are pleased to offer you employment with Universal Standard Medical Laboratories, Inc. (USML) in the position of Vice President, Chief Information Officer. Following are additional terms of this offer:


Base Salary $120,000 per annum paid bi-weekly at the rate of
$4,615.38 per pay period.


Performance Bonus You will be eligible to earn up to an
additional 52.5% of your base salary in annual bonus
upon the achievement of goals set forth in the Board
approved Management Bonus Plan.


Medical Benefits The company will make available to you its
standard medical benefits program. Coverage will be
effective on your date of employment.


401(k) Plan You will be eligible to participate in the company's
401(k) plan subject to established terms and waiting
periods.


Vacation You will be eligible for 2 weeks of vacation per
calendar year. Your vacation will be granted in
accordance with our standard vacation policy.


Stock Options You will be granted an option to purchase 20,000 shares of
USML common stock pu ...