<PAGE>
EXHIBIT 4.1
AMENDMENT
TO
UROCOR, INC.
1997 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
ADOPTED BY THE BOARD OF DIRECTORS APRIL 14, 1999
AND
BY THE STOCKHOLDERS JUNE 14, 1999
1. Paragraph 3 of the UroCor, Inc. 1997 Non-Employee Director Stock Option
Plan is hereby deleted in its entirety and replaced by the following:
3. OPTION SHARES. The stock subject to the Options and other provisions
of the Plan shall be shares of the Company's Common Stock, $.01 par
value per share (or such other par value as may be designated by act
of the Company's stockholder's, the "Common Stock"). The total amount
of shares of Common Stock with respect to which Options may be
granted shall not exceed 200,000 shares in the aggregate; PROVIDED,
that the class and aggregate number of shares that may be subject to
the options granted hereunder shall be subject to adjustment in
accordance with the provisions of Section 12 of this Plan. Such
shares may be treasury shares or authorized but unissued shares.
If any outstanding Option for any reason shall expire or terminate by
reason of the death of the Optionee or the fact that the optionee
ceases to be a director, the surrender of any such Option, or any
other cause, the shares of Common Stock allocable to the unexercised
portion of such Option may again be subject to an Option under this
Plan.
2. Except as expressly amended by this Amendment, the UroCor, Inc. 1997
Non-Employee Director Stock Option Plan shall continue in full force
and effect in accordance with its terms.
UROCOR, INC.
By: /s/ BRUCE C. HAYDEN
------------------------------------------
Name: Bruce C. Hayden
Title: Senior Vice President, Chief
Financial Officer, Secretary and Treasurer
