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EXHIBIT 4.2
AMENDMENT
TO
HYCOR BIOMEDICAL INC.
NONQUALIFIED STOCK OPTION PLAN
FOR NON-EMPLOYEE DIRECTORS
This Amendment to Hycor Biomedical Inc. Nonqualified Stock Option Plan
for Non-Employee Directors (the "Amendment") is dated effective as of June 10,
1998.
WHEREAS, Hycor Biomedical Inc. (the "Company") adopted and the
stockholders approved the Company's Nonqualified Stock Option Plan for
Non-Employee Directors (the "Plan") pursuant to which options can be granted by
the Company to non-employee directors of the Company.
WHEREAS, pursuant to Section 7 of the Plan the Company's Board of
Directors has validly taken action to amend the Plan.
WHEREAS, pursuant to Section 7 of the Plan the stockholders of the
Company have approved the Amendment at the Annual Meeting of Stockholders on
June 10, 1998.
NOW THEREFORE, the Plan is amended as follows:
1. Amendment to Section 2. The number of shares that may be issued or
transferred and sold pursuant to the Plan is hereby amended to read in its
entirety as follows:
"325,000"
To record the valid adoption of this Amendment by the Board of
Directors and valid approval of this Amendment by the stockholders of the
Company as of June 10, 1998, the Company has caused its authorized officers to
execute this Amendment on behalf of the Company.
Hycor Biomedical Inc.
By: /s/ J. David Tholen
-------------------------------------
J. David Tholen
Title: President and
Chief Executive Officer
By: /s/ Reginald P. Jones
-------------------------------------
Reginald P. Jones
Title: Senior Vice President and
Chief Financial Officer
