Exhibit 10.1

FORM OF
AMENDED AND RESTATED EMPLOYMENT AGREEMENT

This Employment Agreement (this "Agreement"), dated as of March 10, 2000 and as amended and restated effective May 23, 2002, is between Luminex Corporation, a Delaware corporation, and [Exhibit A] ("Executive").

R E C I T A L S

A. Executive has been employed by Employer, and Employer and Executive desire to enter into a written agreement to specify the terms and conditions of Executive's continued employment with Employer.

B. Employer considers the maintenance of a sound management team, including Executive, essential to protecting and enhancing its best interests and those of its stockholders.

C. Employer recognizes that the possibility of a change in control of Employer may result in the departure or distraction of management to the detriment of Employer and its stockholders.

D. Executive is an executive officer of Employer and an integral member of its management team.

E. Employer has determined that appropriate steps should be taken to reinforce and encourage the continued attention and dedication of selected members of Employer's management team to their assigned duties without the distraction arising from the possibility of a change in control of Employer.

In consideration of Executive's past and future employment with Employer and other good and valuable consideration the parties agree as follows:

SECTION 1. Employment. Employer hereby employs Executive, and Executive hereby accepts employment, upon the terms and subject to the conditions hereinafter set forth.

SECTION 2. Duties. Executive shall be employed as [Exhibit A] of the Company, or such other position of comparable or greater responsibilities and that are within Executive's area of expertise to which he may be appointed by the Board of Directors. Executive agrees to devote his full time and best efforts to the performance of the duties attendant to his executive position with Employer.

SECTION 3. Term. The term of employment of Executive hereunder shall commence on the date of [Exhibit A] (the "Commencement Date") and continue until March 9, 2003 unless earlier terminated pursuant to Section 6 or Section 10; provided, however, that commencing on March 9, 2002 the term shall automatically be extended on each day from that date for an additional year.

SECTION 4. Compensation and Benefits. In consideration for the services of Executive hereunder, Employer shall compensate Executive as follows:

(a) Base Salary. Until the termination of Executive's employment hereunder, Employer shall pay Executive a base salary at an annual rate of not less than $[Exhibit A] (as may be increased from time to time, the "Base Salary") payable in accordance with the then current payroll policies of Employer. Any increase in the Base Salary shall be in the sole discretion of the Board of Directors of the Company or the appropriate committee thereof.

(b) Management Incentive Bonus. Executive shall be eligible to receive from Employer such annual management incentive bonuses as may be provided in management incentive bonus plans adopted from time to time by Employer.

(c) Vacation. Executive shall be entitled to three weeks of paid vacation per year at the reasonable and mutual convenience of Employer and Executive. Unless otherwise approved by the Board of Directors of the Company or the appropriate committee thereof, accrued vacation not taken in any applicable period shall not be carried forward or used in any subsequent period.

(d) Group Benefits. Executive shall be entitled to participate in all group benefit plans of Employer in accordance with Employer's regular practices for its employees. Employer shall provide accident, health, dental, disability and life insurance for Executive under the group accident, health, dental, disability and life insurance plans maintained by Employer for its full-time, salaried employees.

SECTION 5. Expenses. Executive shall be entitled to reimbursement from Employer for reasonable out-of-pocket expenditures incurred by Executive in the course of performing Executive's duties hereunder.

SECTION 6. Termination.

(a) General. Executive's employment hereunder shall commence on the Commencement Date and continue until the end of the term specified in
Section 3, except that the employment of Executive hereunder shall terminate prior to such time in accordance with the following:

(i) Death or Disability. Upon the death of Executive during the term of his employment hereunder or, at the option of Employer, in the event of Executive's Disability, upon 30 days' notice to Executive.

(ii) For Cause. For "Cause" immediately upon written notice by Employer to Executive. A termination shall be for Cause if:

(1) Executive commits a criminal act involving moral turpitude; or

(2) Executive commits a material breach of any of the covenants, terms and provisions hereof or fails to obey lawful and proper written directions delivered to Executive by Employer's Chairman of the Board, President, Chief Executive Officer or its Board of Directors.

(iii) Without Cause. Without Cause upon notice by Employer to Executive. Without limiting the foregoing, the termination of Executive's employment hereunder upon the expiration of the term of his employment specified in Section 3 shall be treated as a termination by Employer without Cause pursuant to this
Section 6(a)(iii).

(b) Severance Pay and Bonuses.

(i) Termination Upon Death or Disability. Executive shall not be entitled to any Separation Payment or any other severance pay or other compensation upon termination of his employment hereunder pursuant to Section 6(a)(i) except for the following (which shall be paid promptly after termination, except as specified in subsection (4) below):

(1) his Base Salary accrued but unpaid as of the date of termination;

(2) unpaid expense reimbursements under Section 5 for expenses incurred in accordance with the terms hereof prior to termination;

(3) compensation for accrued, unused vacation as of the date of termination, determined in accordance with Employer's policies and procedures then in effect; and

(4) any bonus to which Executive would have been entitled for the Bonus Period if he were still employed hereunder on the last day of the Bonus Period. Any such bonus shall be paid to Executive at the same time bonuses are paid in respect of the Bonus Period to other employees of Employer entitled to receive bonuses for the Bonus Period. In the event the determination of Executive's bonus in respect of the Bonus Period involves any subjective assessment, such assessment shall be made in a manner most favorable to Executive. For purposes of this Agreement, the term "Bonus Period" means the full fiscal year or other applicable bonus period during which Executive's employment hereunder was terminated (or during which Executive became Disabled, in the event of a termination for Disability).

(ii) Termination Without Cause. In the event Executive's employment hereunder is terminated pursuant to Section
6(a)(iii), Employer shall promptly pay Executive an amount equal to one year's Base Salary at the then current rate plus the amount of the most recent annual cash bonus amount in a single lump sum payment (the

"Separation Payment") as Executive's sole remedy in connection with such termination. Receipt of the Separation Payment by Executive will be contingent upon Executive executing a release of any and all claims against the Company and its parent and subsidiary companies, affiliate companies, and all officers, directors, employees, agents, and shareholders of all such entities, whether known or unknown, existing as of the time of the receipt of the Separation Payment, with the release to be in a form acceptable to the Company. Executive acknowledges that he will not otherwise be entitled to the Separation Payment without signing such a release. Employer shall also promptly pay Executive the following:

(1) his Base Salary accrued but unpaid as of the date of termination;

(2) unpaid expense reimbursements under Section 5 for expenses incurred in accordance with the terms hereof prior to termination; and

(3) compensation for accrued, unused vacation as of the date of termination, determined in accordance with Employer's policies and procedures then in effect.

This Section 6(b)(ii) is subject to the provisions of Section 10(j) dealing with the coordination of payments in the event of a Change in Control.

(iii) Termination For Cause; Voluntary Termination. Executive shall not be entitled to any Separation Payment or any other severance pay or other compensation upon termination of his employment hereunder pursuant to Section 6(a)(ii), or upon Executive's voluntary termination of his employment hereunder, except for the following (which shall be paid promptly after termination):

(1) his Base Salary accrued but unpaid as of the date of termination;

(2) unpaid expense reimbursements under Section 5 for expenses incurred in accordance with the terms hereof prior to termination; and

(3) compensation for accrued, unused vacation as of the date of termination, determined in accordance with Employer's policies and procedures then in effect.

(c) Transfers of Employment. Executive's employment hereunder shall continue until the earlier of the following:

(i) Executive's employment with all Employers terminates; or

(ii) the last Employer (other than the Company) by which Executive is employed under this Agreement ceases to be a subsidiary or affiliate of the Company. For purposes of
Section 6(b)(ii), the termination of Executive's employment hereunder pursuant to this Section 6(c)(ii) shall be treated as a termination by Employer without Cause pursuant to Section
6(a)(iii).

SECTION 7. Inventions; Assignment.

(a) Inventions Defined. All rights to discoveries, inventions, improvements, designs, work product and innovations (including without limitation all data and records pertaining thereto) that relate to the business of Employer, whether or not specifically within Executive's duties or responsibilities and whether or not patentable, copyrightable or reduced to writing, that Executive may discover, invent, create or originate during the term of his employment hereunder or otherwise, and for a period of six months thereafter, either alone or with others and whether or not during working hours or by the use of the facilities of Employer ("Inventions"), shall be the exclusive property of Employer. Executive shall promptly disclose all Inventions to Employer, shall execute at the request of Employer any assignments or other documents Employer may deem necessary to protect or perfect its rights therein, and shall assist Employer, at Employer's expense, in obtaining, defending and enforcing Employer's rights therein. Executive hereby appoints Employer as his attorney-in-fact to execute on his behalf any assignments or other documents deemed necessary by Employer to protect or perfect its rights to any Inventions.

(b) Covenant to Assign and Cooperate. Without limiting the generality of the foregoing, Executive shall assign and transfer, and does hereby assign and transfer, to Employer the world-wide right, title and interest of Executive in the

Inventions. Executive agrees that Employer may file copyright registrations and apply for and receive patents (including without limitation Letters Patent in the United States) for the Inventions in Employer's name in such countries as may be determined solely by Employer. Executive shall communicate to Employer all facts known to Executive relating to the Inventions and shall cooperate with Employer's reasonable requests in connection with vesting title to the Inventions and related copyrights and patents exclusively in Employer and in connection with obtaining, maintaining, protecting and enforcing Employer's exclusive copyrights and patent rights in the Inventions.

(c) Successors and Assigns. Executive's obligations under this Section 7 shall inure to the benefit of Employer and its successors and assigns and shall survive the expiration of the term of this Agreement for such time as may be necessary to protect the proprietary rights of Employer in the Inventions.

(d) Consideration and Expenses . Executive shall perform his obligations under this Section 7 at Employer's expense, but without any additional or special compensation therefor.

SECTION 8. Confidential Information.

(a) Acknowledgment of Proprietary Interest. Executive acknowledges that all Confidential Information is a valuable, special and unique asset of Employer's business, access to and knowledge of which are essential to the performance of Executive's duties hereunder. Executive acknowledges the proprietary interest of Employer in all Confidential Information. Executive agrees that all Confidential Information learned by Executive during his employment with Employer or otherwise, whether developed by Executive alone or in conjunction with others or otherwise, is and shall remain the exclusive property of Employer. Executive further acknowledges and agrees that his disclosure of any Confidential Information will result in irreparable injury and damage to Employer.

(b) Confidential Information Defined. "Confidential Information" means all confidential and proprietary information of Employer, written, oral or computerized, as it may exist from time to time, including without limitation (i) information derived from reports, investigations, experiments, research and work in progress, (ii) methods of operation,
(iii) market data, (iv) proprietary computer programs and codes, (v) drawings, designs, plans and proposals, (vi) marketing and sales programs, (vii) client and supplier lists and any other information about Employer's relationships with others, (viii) historical financial information and financial projections, (ix) network and system architecture, (x) all other concepts, ideas, materials and information prepared or performed for or by Employer and (xi) all information related to the business plan, business, products, purchases or sales of Employer or any of its suppliers and customers, other than information that is publicly available.

(c) Covenant Not To Divulge Confidential Information. Employer is entitled to prevent the disclosure of Confidential Information. As a portion of the consideration for the employment of Executive and for the compensation being paid to Executive by Employer, Executive agrees at all times during the term of his employment hereunder and thereafter to hold in strict confidence and not to disclose or allow to be disclosed to any person, firm or corporation, other than to persons engaged by Employer to further the business of Employer, and not to use except in the pursuit of the business of Employer, the Confidential Information, without the prior written consent of Employer. This
Section 8 shall survive and continue in full force and effect in accordance with its terms after, and will not be deemed to be terminated by, any termination of this Agreement or of Executive's employment with Employer for any reason.

(d) Return of Materials at Termination. In the event of any termination or cessation of his employment with Employer for any reason, Executive shall promptly deliver to Employer all property of Employer, including without limitation all documents, data and other information containing, derived from or otherwise pertaining to Confidential Information. Executive shall not take or retain any property of Employer, including without limitation any documents, data or other information, or any reproduction or excerpt thereof, containing, derived from or pertaining to any Confidential Information. The obligation of confidentiality set forth in this Section 8 shall continue notwithstanding Executive's delivery of such documents, data and information to Employer.

SECTION 9. Non-competition.

(a) Covenant Not to Compete. Executive acknowledges that during the term of his employment Employer has agreed to provide to him, and he shall receive from Employer, special training and knowledge, including without limitation the Confidential Information. Executive acknowledges that the Confidential Information is valuable to Employer and, therefore, its protection and maintenance constitutes a legitimate interest to be protected by Employer by the

enforcement of the covenant not to compete contained in this Section 9. Executive also acknowledges that such covenant not to compete is ancillary to other enforceable agreements of the parties, including without limitation the agreements regarding Confidential Information in
Section 8 and the agreements regarding the payment of the Separation Payment and other severance pay and of the Termination Payment in
Section 6 and Section 10, respectively. Therefore, following the termination of Employee's employment hereunder, Executive shall not directly or indirectly:

(i) for a period of one year following the date of the termination (unless extended pursuant to the terms of this
Section 9) engage, alone or as a shareholder, partner, member, manager, director, officer, employee of or consultant to, any entity other than Employer that is in existence on the date of the termination and is at that time engaged directly, or indirectly through any subsidiary, division or other business unit (individually, an "Entity") that engages, anywhere in North America or in any other geographic area in or with respect to which Executive has any duties or responsibilities during the term of his employment with Employer, in any business activities that were conducted by Employer prior to the date of such termination (the "Designated Industry"); or

(ii) for a period of one year following the date of the termination (unless extended pursuant to the terms of this
Section 9) solicit or encourage any director, officer, employee of or consultant to Employer to end his relationship with Employer and commence any such relationship with any competitor of Employer in the Designated Industry.

(b) Exclusion. Notwithstanding the provisions of this Section 9, Employee's non-competition obligations hereunder shall not preclude Employee from owning less than one percent of the voting power or economic interest in any publicly traded corporation conducting business activities in the Designated Industry.

(c) No Offset. The representations and covenants contained in this
Section 9 on the part of Executive shall be construed as ancillary to and independent of any other provision of this Agreement, and the existence of any claim (monetary or otherwise) or cause of action of Executive against Employer or any officer, director or shareholder of Employer, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by Employer of the covenants of Executive contained in this Section 9.

(d) Extension and Survival. If Executive violates any covenant contained in this Section 9, Employer shall not, as a result of such violation or the time involved in obtaining legal or equitable relief therefor, be deprived of the benefit of the full period of any such covenant. Accordingly, the covenants of Executive contained in this
Section 9 shall be deemed to have durations as specified in Section
9(a), which periods shall be extended by a number of days equal to the sum of (i) the total number of days Executive is in violation of any of the covenants contained in this Section 9 prior to the commencement of any litigation relating thereto and (ii) the total number of days the parties are involved in such litigation, through the date of entry by a court of competent jurisdiction of a final judgment enforcing the covenants of Executive in this Section 9. This Section 9 shall survive and continue in full force and effect in accordance with its terms after, and will not be deemed to be terminated by, any termination of this Agreement.

(e) Severability. If at any time the provisions of this Section 9 are determined to be invalid or unenforceable by reason of being vague or unreasonable as to area, duration or scope of activity, this Section 9 shall be considered divisible and shall be immediately amended to only such area, duration or scope of activity as shall be determined to be reasonable and enforceable by the court or other body having jurisdiction over the matter; and Executive agrees that this Section 9 as so amended shall be valid and binding as though any invalid or unenforceable provision had not been included herein.

SECTION 10. Termination of Employment in Connection With a Change In Control.

(a) Applicability. The provisions of this Section 10 shall apply in lieu of all conflicting provisions in this Agreement in the event Executive's employment with Employer is terminated in a Triggering Termination. Each of the following events constitutes a "Triggering Termination" when Executive's employment with Employer is:

(i) actually terminated by Employer during an Applicable Period for any reason other than for Good Reason;

(ii) Constructively Terminated by Employer during an Applicable Period;

(iii) terminated by Executive for any reason other than death, or for no reason, within the 180 day period commencing on the date of the Change in Control; or

(iv) terminated pursuant to Section 6(c)(ii) during an Applicable Period.

(b) Termination Payment. Upon the occurrence of a Triggering Termination, Employer shall pay Executive a lump sum payment in cash (the "Termination Payment") equal to 2.99 times Executive's average annual base salary plus cash bonus amount for the most recent five calendar years ending prior to the occurrence of the Triggering Event. Employer shall pay the Termination Payment to Executive concurrently with the Triggering Termination or, if the Triggering Termination occurs before the Change in Control, concurrently with the Change in Control.

(c) Change in Control. A Change in Control means the occurrence during the term of this Agreement of any of the following events:

(i) Employer is merged, consolidated or reorganized into or with another corporation or other legal person, and as a result of such merger, consolidation or reorganization less than 50% of the combined voting power of the then-outstanding securities entitled to vote generally in the election of directors ("Voting Stock") of such corporation or person immediately after such transaction are held in the aggregate by the holders of Voting Stock of Employer immediately prior to such transaction;

(ii) Employer sells or otherwise transfers all or substantially all of its assets to another corporation or other legal person, and less than 50% of the combined voting power of the then-outstanding Voting Stock of such corporation or person is held in the aggregate by the holders of Voting Stock of Employer immediately prior to such sale or transfer;

(iii) There is a report filed on Schedule 13D or Schedule 14D-1 (or any successor schedule, form or report), each as promulgated pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act"), disclosing that any person (as the term "person" is used in Section 13(d)(3) or Section 14(d)(2) of the Exchange Act), other than a Director of Employer on the date hereof (or any group of such Directors), has become the beneficial owner (as the term "beneficial owner" is defined under Rule 13d-3 or any successor rule or regulation promulgated under the Exchange Act) of securities representing 50% or more of the combined voting power of the then-outstanding Voting Stock of Employer;

(iv) Employer files a report or proxy statement with the Securities and Exchange Commission pursuant to the Exchange Act disclosing in response to Form 8-K or Schedule 14A (or any successor schedule, form or report or item therein) that a change in control of Employer has occurred or will occur in the future pursuant to any then-existing contract or transaction; or

(v) If, in connection with a proxy solicitation initiated by a person or group other than the Board of Directors of Employer, individuals who at the beginning of such proxy solicitation constitute the Directors of Employer cease for any reason to constitute at least a majority thereof within the one year period following the initiation of such proxy solicitation.

Notwithstanding the foregoing provisions of Sections 10(c)(iii) or 10(c)(iv), unless otherwise determined in a specific case by majority vote of the Board, a "Change in Control" shall not be deemed to have occurred for purposes of
Section 10(c)(iii) or 10(c)(iv) solely because (A) Employer, (B) an entity in which Employer directly or indirectly beneficially owns 50% or more of the outstanding Voting Stock (a "Subsidiary"), or (C) any Employer-sponsored employee stock ownership plan or any other employee benefit plan of Employer either files or becomes obligated to file a report or a proxy statement under or in response to Schedule 13D, Schedule 14D-1, Form 8-K or Schedule 14A (or any successor schedule, form or report or item therein) under the Exchange Act disclosing beneficial ownership by it of shares of Voting Stock of Employer, whether in excess of 50% or otherwise, or because Employer reports that a change in control of Employer has occurred or will occur in the future by reason of such beneficial ownership or any increase or decrease thereof.

(d) Gross Up Payment.

(i) Anything in this Agreement to the contrary notwithstanding, in the event that it shall be determined (as hereafter provided) that all or any portion of any payment or distribution by Employer or any of its affiliates to or for the benefit of Executive pursuant to the terms of this Section 10 or otherwise, including under any stock option or other agreement, plan, policy, program or arrangement (a "Payment"), would be subject to the excise tax imposed by Section 4999 of the Code (or any successor provision thereto), by reason of being considered "contingent on a change in ownership or control" of Employer, within the meaning of Section 280G of the Code (or any successor provision thereto), or to any similar tax imposed by state or local law, or any interest or penalties with respect to such tax (such tax or taxes, together with any such interest and penalties, being hereafter collectively referred to as the "Excise Tax"), then Executive shall be entitled to receive an additional payment or payments (collectively, a "Gross-Up Payment"); provided, however, that no Gross-Up Payment shall be made with respect to the Excise Tax, if any, attributable to (i) any incentive stock option, as defined by Section 422 of the Code ("ISO") granted prior to the execution of this Agreement, or (ii) any stock appreciation or similar right, whether or not limited, granted in tandem with an ISO described in clause (i). The Gross-Up Payment shall be in an amount such that, after payment by Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including any Excise Tax imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payment.

(ii) Subject to the provisions of Section 10(d)(vi), all determinations required to be made under this Section 10(d), including whether an Excise Tax is payable by Executive and the amount of such Excise Tax and whether a Gross-Up Payment is required to be paid by Employer to Executive and the amount of such Gross-Up Payment, if any, shall be made by a nationally recognized accounting firm (the "Accounting Firm") selected by Executive in his sole discretion. Executive shall direct the Accounting Firm to submit its determination and detailed supporting calculations to both Employer and Executive within 30 calendar days after the Termination Date, if applicable, and any such other time or times as may be requested by Employer or Executive. If the Accounting Firm determines that any Excise Tax is payable by Executive, Employer shall pay the required Gross- Up Payment to Executive within five business days after receipt of such determination and calculations with respect to any Gross-Up Payment to Executive. If the Accounting Firm determines that no Excise Tax is payable by Executive, it shall, at the same time as it makes such determination, furnish Employer and Executive a written opinion to the effect that Executive has substantial authority not to report any Excise Tax on his federal, state or local income or other tax return. As a result of the uncertainty in the application of Section 4999 of the Code (or any successor provision thereto) and the possibility of similar uncertainty regarding applicable state or local tax law at the time of any determination by the Accounting Firm hereunder, it is possible that Gross- Up Payments which will not have been made by Employer should have been made (an "Underpayment"), consistent with the calculations required to be made hereunder. In the event that the Company exhausts or fails to pursue its remedies pursuant to Section 10(d)(vi) and Executive thereafter is required to make a payment of any Excise Tax, Executive shall direct the Accounting Firm to determine the amount of the Underpayment that has occurred and to submit its determination and detailed supporting calculations to both Employer and Executive as promptly as possible. Any such Underpayment shall be promptly paid by Employer to, or for the benefit of, Executive within five business days after receipt of such determination and calculations.

(iii) Employer and Executive shall each provide the Accounting Firm access to and copies of any books, records and documents in the possession of Employer or Executive, as the case may be, reasonably requested by the Accounting Firm, and otherwise cooperate with the Accounting Firm in connection with the preparation and issuance of the determinations and calculations contemplated by this Section 10(d). Any determination by the Accounting Firm as to the amount of any Gross-Up Payment or Underpayment shall be binding upon Employer and Executive.

(iv) The federal, state and local income or other tax returns filed by Executive shall be prepared and filed on a consistent basis with the determination of the Accounting Firm with respect to the Excise Tax payable by Executive. Executive shall make proper payment of the amount of any Excise Tax, and at the request of Employer, provide to Employer true and correct copies (with any amendments) of his federal income tax return as filed with the Internal Revenue Service and corresponding state and local tax returns,

if relevant, as filed with the applicable taxing authority, and such other documents reasonably requested by Employer, evidencing such payment. If prior to the filing of Executive's federal income tax return, or corresponding state or local tax return, if relevant, the Accounting Firm determines that the amount of the Gross-Up Payment should be reduced, Executive shall within five business days pay to Employer the amount of such reduction.

(v) The fees and expenses of the Accounting Firm for its services in connection with the determinations and calculations contemplated by this Section 10(d) shall be borne by Employer. If such fees and expenses are initially paid by Executive, Employer shall reimburse Executive the full amount of such fees and expenses within five business days after receipt from Executive of a statement therefor and reasonable evidence of his payment thereof.

(vi) Executive shall notify Employer in writing of any claim by the Internal Revenue Service or any other taxing authority that, if successful, would require the payment by Employer of a Gross-Up Payment. Such notification shall be given as promptly as practicable but no later than 10 business days after Executive actually receives notice of such claim and Executive shall further apprize Employer of the nature of such claim and the date on which such claim is requested to be paid (in each case, to the extent known by Executive). Executive shall not pay such claim prior to the earlier of (A) the expiration of the 30-calendar-day period following the date on which he gives such notice to Employer and (B) the date that any payment of amount with respect to such claim is due. If Employer notifies Executive in writing prior to the expiration of such period that it desires to contest such claim, Executive, subject to the provisions of Section 10(d) of this Agreement, shall:

(1) provide Employer with any written records or documents in his possession relating to such claim reasonably requested by Employer;

(2) take such action in connection with contesting such claim as Employer shall reasonably request in writing from time to time, including without limitation accepting legal representation with respect to such claim by an attorney competent in respect of the subject matter and reasonably selected by Employer;

(3) cooperate with Employer in good faith in order effectively to contest such claim; and

(4) permit Employer to participate in any proceedings relating to such claim;

provided, however, that Employer shall bear and pay directly all costs and expenses (including interest and penalties) incurred in connection with such contest and shall indemnify and hold harmless Executive, on an after-tax basis, for and against any Excise Tax or income tax, including interest and penalties with respect thereto, imposed as a result of such representation and payment of costs and expenses. Without limiting the foregoing provisions of this Section 10(d), Employer shall control all proceedings taken in connection with the contest of any claim contemplated by this Section 10(d) and, at its sole option, may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim (provided, however, that Executive may participate therein at his own cost and expense) and may, at its option, either direct Executive to pay the tax claimed and sue for a refund or contest the claim in any permissible manner, and Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as Employer shall determine; provided, however, that if Employer directs Executive to pay the tax claimed and sue for a refund, Employer shall advance the amount of such payment to Executive on an interest-free basis and shall indemnify and hold Executive harmless, on an after-tax basis, from any Excise Tax or income or other tax, including interest or penalties with respect thereto, imposed with respect to such advance; and provided further, however, that any extension of the statute of limitations relating to payment of taxes for the taxable year of Executive with respect to which the contested amount is claimed to be due is limited solely to such contested amount. Furthermore, Employer's control of any such contested claim shall be limited to issues with respect to which a Gross-Up Payment would be payable hereunder and Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or any other taxing authority.

(vii) If, after the receipt by Executive of an amount advanced by Employer pursuant to Section 10(d), Executive receives any refund with respect to such claim, Executive shall (subject to Employer's complying with the requirements of Section 10(d)) promptly pay to Employer the amount of such refund (together with any interest paid or credited thereon after any taxes applicable thereto). If, after the receipt by Executive of an amount advanced by Employer pursuant to Section 10(d)(vi), a determination is made that Executive shall not be entitled to any refund with respect to such claim and Employer does not notify Executive in writing of its intent to

contest such denial or refund prior to the expiration of 30 calendar days after such determination, then such advance shall be forgiven and shall not be required to be repaid and the amount of any such advance shall offset, to the extent thereof, the amount of Gross-Up Payment required to be paid by Employer to Executive pursuant to this Section 10(d).

(viii) Any information provided by Executive to Employer under this Section 10(d) shall be treated confidentially by Employer and will not be provided by Employer to any other person than Employer's professional advisors without Executive's prior written consent except as required by law.

(e) Term. Notwithstanding the provisions of Section 3, if a Change in Control occurs prior to the termination of this Agreement, Sections 10, 11 and 12 shall continue in effect for a period of 24 months after the date of the Change in Control.

(f) No Duty to Mitigate Damages. Executive's rights and privileges under this Section 10 shall be considered severance pay in consideration of his past service and his continued service to Employer from the Commencement Date, and his entitlement thereto shall neither be governed by any duty to mitigate his damages by seeking further employment nor offset by any compensation that he may receive from future employment.

(g) Release of All Claims. Executive acknowledges that the Separation Payment and the Termination Payment, if applicable, are intended to be Executive's sole remedy with respect to the termination of his employment. Therefore, Executive's receipt of the Separation Payment or Termination Payment (as applicable hereunder) will be contingent upon Executive's executing a release of any and all claims against the Company and its parent and subsidiary companies, affiliate companies and all officers, directors, employees, agents, and shareholders of all such entities, whether known or unknown, existing as of the time of the receipt of the Separation Payment or Termination Payment, with the release to be in a form acceptable to the Company. Executive acknowledges that he will not otherwise be entitled to the Separation Payment of Termination Payment without signing such a release.

(h) Arbitration. Any controversy or claim arising out of or relating to this Section 10, or the breach thereof, shall be settled exclusively by arbitration in Austin, Texas, in accordance with the Commercial Arbitration Rules of the American Arbitration Association then in effect. Judgment upon the award rendered by the arbitrator may be entered in, and enforced by, any court having jurisdiction thereof.

(i) No Right To Continued Employment. This Section 10 shall not give Executive any right of continued employment or any right to compensation or benefits from Employer except the rights specifically stated herein.

(j) Restricted Stock and Exercise of Stock Options. Executive may hold options ("Options") issued under the Incentive Plan and such Options shall become immediately exercisable upon a Change in Control. In addition, Executive may hold restricted stock ("Restricted Stock") issued under the Incentive Plan, and all applicable restrictions shall lapse upon a Change in Control. Employer shall take no action to facilitate a transaction involving a Change in Control, including without limitation redemption of any rights issued pursuant to any rights agreement, unless it has taken such action as may be necessary to ensure that Executive has the opportunity to exercise all Options he may then hold, and obtain certificates containing no restrictive legends in respect of any Restricted Stock he may then hold, at a time and in a manner that shall give Executive the opportunity to sell or exchange the securities of Employer acquired upon exercise of his Options and upon receipt of unrestricted certificates for shares of Common Stock in respect of his Restricted Stock, if any (collectively, the "Acquired Securities"), at the earliest time and in the most advantageous manner any holder of the same class of securities as the Acquired Securities is able to sell or exchange such securities in connection with such Change in Control. Employer acknowledges that its covenants in the preceding sentence (the "Covenants") are reasonable and necessary in order to protect the legitimate interests of Employer in maintaining Executive as one of its employees and that any violation of the Covenants by Employer would result in irreparable injuries to Executive, and Employer therefore acknowledges that in the event of any violation of the Covenants by Employer or its directors, officers or employees, or any of their respective agents, Executive shall be entitled to obtain from any court of competent jurisdiction temporary, preliminary and permanent injunctive relief in order to (i) obtain specific performance of the Covenants, (ii) obtain specific performance of the exercise of his Options, delivery of certificates containing no restrictive legends in respect of his Restricted Stock and the sale or exchange of the Acquired Securities in the advantageous manner contemplated above or (iii) prevent violation of the Covenants; provided nothing in this Agreement shall be deemed to prejudice Executive's rights to damages for violation of the Covenants.

(k) Coordination With Other Payments.

(i) After the termination of Executive's employment hereunder:

(1) if Executive is entitled to receive a Separation Payment; and

(2) Executive subsequently becomes entitled to receive a Termination Payment, Gross Up Payment or both, then,

(ii) prior to the disbursement of the Termination Payment and Gross Up Payment:

(1) the payment date of any unpaid Separation Payment shall be accelerated to the payment date of the Termination Payment and such Separation Payment shall be made (in this event, Employer waives any requirement that Executive reduce the Separation Payment by the amount of any income earned by Executive thereafter); and

(2) the Termination Payment shall be reduced by the amount of the Separation Payment so accelerated and made.

(l) Outplacement Services. If Executive becomes entitled to receive a Termination Payment under this Section 10, Employer agrees to reimburse Executive for the amount of any outplacement consulting fees and expenses incurred by Executive during any Applicable Period and during the two-year period following the Change In Control; provided that the aggregate amount reimbursed by Employer shall not exceed 15% of the amount determined pursuant to Section 10(b)(i)(1). In addition and as to each reimbursement payment, to the extent that any reimbursement under this Section 10(l) is subject to federal, state or local income taxes, Employer shall pay Executive an additional amount such that the net amount retained by Executive, after deduction of any federal, state and local income tax on the reimbursement and such additional amount, shall be equal to the reimbursement payment. All amounts under this
Section 10(l) shall be paid by Employer within 15 days after Executive's presentation to Employer of any statements of such amounts.

SECTION 11. General.

(a) Notices. All notices and other communications hereunder shall be in writing or by written telecommunication, and shall be deemed to have been duly given if delivered personally or if mailed by certified mail, return receipt requested or by written telecommunication, to the relevant address set forth below, or to such other address as the recipient of such notice or communication shall have specified to the other party in accordance with this Section 11(a):

If to Employer, to:

Luminex Corporation
12212 Technology Blvd.
Austin, Texas 78727
Attention: General Counsel
Facsimile Number: (512) 219-6325

If to Executive, to:

12212 Technology Blvd.
Austin, Texas 78727

(b) Withholding; No Offset. All payments required to be made to Executive by Employer under this Agreement shall be subject to the withholding of such amounts, if any, relating to federal, state and local taxes as may be required by law. No payments under Section 10 shall be subject to offset or reduction attributable to any amount Executive may owe to Employer or any other person.

(c) Legal and Accounting Costs. Employer shall pay all attorneys' and accountants' fees and costs incurred by Executive as a result of any breach by Employer of its obligations under this Agreement, including without limitation

all such costs incurred in contesting or disputing any determination made by Employer under Section 10 or in connection with any tax audit or proceeding to the extent attributable to the application of Section 4999 of the Code to any payment under Section 10. Reimbursements of such costs shall be made by Employer within 15 days after Executive's presentation to Employer of any statements of such costs and thereafter shall bear interest at the rate of 18% per annum or, if different, the maximum rate allowed by law until paid by Employer, and all accrued and unpaid interest shall bear interest at the same rate, all of which interest shall be compounded daily.

(d) Equitable Remedies. Each of the parties hereto acknowledges and agrees that upon any breach by Executive of his obligations under any of Sections 7, 8 and 9, Employer shall have no adequate remedy at law and accordingly shall be entitled to specific performance and other appropriate injunctive and equitable relief.

(e) Severability. If any provision of this Agreement is held to be illegal, invalid or unenforceable, such provision shall be fully severable, and this Agreement shall be construed and enforced as if such illegal, invalid or unenforceable provision never comprised a part hereof, and the remaining provisions hereof shall remain in full force and effect and shall not be affected by the illegal, invalid or unenforceable provision or by its severance herefrom. Furthermore, in lieu of such illegal, invalid or unenforceable provision, there shall be added automatically as part of this Agreement a provision as similar in its terms to such illegal, invalid or unenforceable provision as may be possible and be legal, valid and enforceable.

(f) Waivers. No delay or omission by either party in exercising any right, power or privilege hereunder shall impair such right, power or privilege, nor shall any single or partial exercise of any such right, power or privilege preclude any further exercise thereof or the exercise of any other right, power or privilege.

(g) Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument.

(h) Captions. The captions in this Agreement are for convenience of reference only and shall not limit or otherwise affect any of the terms or provisions hereof.

(i) Reference to Agreement. Use of the words "herein," "hereof," "hereto," "hereunder" and the like in this Agreement refer to this Agreement only as a whole and not to any particular section or subsection of this Agreement, unless otherwise noted.

(j) Binding Agreement. This Agreement shall be binding upon and inure to the benefit of the parties and shall be enforceable by the personal representatives and heirs of Executive and the successors and assigns of Employer. This Agreement may be assigned by the Company or any Employer to any Employer; provided that in the event of any such assignment, the Company shall remain liable for all of its obligations hereunder and shall be liable for all obligations of all such assignees hereunder. If Executive dies while any amounts would still be payable to him hereunder, such amounts shall be paid to Executive's estate. This Agreement is not otherwise assignable by Executive.

(k) Entire Agreement; Effect on Prior Agreement. This Agreement contains the entire understanding of the parties, supersedes all prior agreements and understandings relating to the subject matter hereof (including without limitation the Prior Agreement, which is hereby terminated) and may not be amended except by a written instrument hereafter signed by each of the parties hereto. Executive and the Company hereby agree that, if any other employment agreement between Executive and the Company (or any other Employer) is in existence on the Commencement Date, then this Agreement shall supersede such other employment agreement in its entirety, and such other employment agreement shall no longer be of any force and effect after the date hereof.

(l) Governing Law. This Agreement and the performance hereof shall be construed and governed in accordance with the laws of the State of Texas, without regard to its choice of law principles.

(m) Gender and Number. The masculine gender shall be deemed to denote the feminine or neuter genders, the singular to denote the plural, and the plural to denote the singular, where the context so permits.

(n) Assistance in Litigation. During the term of this Agreement and for a period of two years thereafter, Executive shall, upon reasonable notice, furnish such information and proper assistance to Employer as may reasonably be required by Employer in connection with any litigation in which Employer is, or may become, a party and with respect

to which Executive's particular knowledge or experience would be useful. Employer shall reimburse Executive for all reasonable out-of-pocket expenses incurred by Executive in rendering such assistance. The provisions of this Section 11(n) shall continue in effect notwithstanding termination of Executive's employment hereunder for any reason.

SECTION 12. Definitions. As used in this Agreement, the following terms will have the following meanings:

(a) Accounting Firm has the meaning ascribed to it in Section 10(d)(ii).

(b) Acquired Securities has the meaning ascribed to it in Section 10(i).

(c) Agreement has the meaning ascribed to it in the heading of this document.

(d) Applicable Period means, with respect to any Change In Control, the period of 27 months commencing 3 months before the Change In Control and ending 24 months after the Change In Control.

(e) Base Salary has the meaning ascribed to it in Section 4(a).

(f) Cause has the meaning ascribed to it in Section 6(a)(ii).

(g) Change In Control has the meaning ascribed to it in Section 10(c).

(h) Code means the Internal Revenue Code of 1986, as amended.

(i) Commencement Date has the meaning ascribed to it in Section 3.

(j) Company means Luminex Corporation, a Delaware corporation.

(k) Confidential Information has the meaning ascribed to it in Section 8(b).

(l) Constructively Terminated with respect to an Executive's employment with Employer will be deemed to have occurred if Employer:

(i) demotes Executive to a lesser position, either in title or responsibility, than the highest position held by Executive with Employer at any time during Executive's employment with Employer;

(ii) decreases Executive's compensation below the highest level in effect at any time during Executive's employment with Employer or reduces Executive's benefits and perquisites below the highest levels in effect at any time during Executive's employment with Employer (other than as a result of any amendment or termination of any employee or group or other executive benefit plan, which amendment or termination is applicable to all executives of Employer); or

(iii) requires Executive to relocate to a principal place of business more than 30 miles from the principal place of business occupied by Employer on the first day of an Applicable Period.

(m) Covenants has the meaning ascribed to it in Section 10(i).

(n) Designated Industry has the meaning ascribed to it in Section
9(a)(i)(1).

(o) Determination has the meaning ascribed to such term in Section 1313(a) of the Code.

(p) Disability with respect to Executive shall be deemed to have occurred whenever Executive is rendered unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or that has lasted or can be expected to last for a continuing period of not less than 12 months. In the case of any dispute, the determination of Disability will be made by a licensed physician selected by Employer, which physician's decision will be final and binding.

(q) Executive has the meaning ascribed to it in the heading of this Agreement.

(r) Employer refers collectively to the Company and its subsidiaries and other affiliates. In Section 10, the term "Employer" shall be deemed to refer to the Company, and for purposes of Section 10, Executive shall be deemed to be employed by the Company and all compensation and benefits paid or provided to Executive by any Employer under this Agreement at any time shall be deemed to have been paid or provided to Executive by the Company.

(s) Entity has the meaning ascribed to it in Section 10(l)(i)(1).

(t) Exchange Act has the meaning ascribed to it in Section 10(c)(iii).

(u) Excise Tax has the meaning ascribed to it in Section 10(d)(i).

(v) Good Reason means the termination of Executive's employment with Employer as a result of Executive's commission of a felony or failure to obey lawful and proper written directions delivered to Executive by Employer's Chairman of the Board, President, Chief Executive Officer or its Board of Directors.

(w) Gross Up Payment has the meaning ascribed to it in Section 10(d)(i).

(x) Incentive Plans means any stock option or equity incentive plan adopted by Employer from time to time.

(y) Inventions has the meaning ascribed to it in Section 7(a).

(z) ISO has the meaning ascribed to it in Section 10(d)(i).

(aa) Options has the meaning ascribed to it in Section 10(i).

(bb) Parachute Payments has the meaning ascribed to such term in
Section 280G(b)(2) of the Code.

(cc) Payment has the meaning ascribed to it in Section 10(d)(i).

(dd) Restricted Stock has the meaning ascribed to it in Section 10(i).

(ee) Separation Payment Period has the meaning ascribed to it in
Section 6(b)(ii).

(ff) Separation Payment has the meaning ascribed to it in Section 6(b)(ii).

(gg) Target Bonus means, with respect to each Executive, the dollar amount that is equal to the established percentage of such Executive's Base Salary that would be paid to Executive under the management incentive bonus plan of Employer assuming the measurement criteria contained in such plan with respect to Executive were achieved for the Bonus Period in which the Change In Control occurred.

(hh) Termination Payment has the meaning ascribed to it in Section 10(b)(i).

(ii) Triggering Termination has the meaning ascribed to it in Section 10(a).

(jj) Underpayment has the meaning as ascribed to it in Section 10(d)(ii).

EXECUTED as of the date and year first above written.

Executive                                Office                                      Base Salary                   Date
---------                                ------                                      -----------                   ----
Ralph L. McDade, M.D.              Vice President, Scientific Affairs                190,000                     03-10-00

Van S. Chandler                    Vice President, Instruments                       190,000                     03-10-00

Randel S. Marfin                   Vice President, Business Development              160,000                     03-10-00

Gail S. Page                       Executive Vice President and Chief                235,000                     10-20-00
                                   Operating Officer

James E. Schepp                    Vice President, Sales and Marketing               235,000                     03-29-01

James W. Jacobson, Ph.D.           Vice President, Technical Operations              130,000                      11-9-01

Oliver H. Meek                     Vice President, Manufacturing                     135,000                     02-14-00

EXHIBIT 10.2

INDEMNIFICATION AGREEMENT

THIS AGREEMENT is made and entered into as of the 22nd day of May, 2002, by and between LUMINEX CORPORATION, a Delaware corporation (the "Company"), and the undersigned (the "Indemnitee").

RECITALS

WHEREAS, it is essential to the Company that it attract and retain as directors and officers the most capable persons available; and

WHEREAS, both the Company and Indemnitee recognize the increased risk of litigation and other claims being asserted against directors and officers of public companies in the current environment; and

WHEREAS, the Indemnitee currently is serving as a director or officer of the Company, and the Company desires that the Indemnitee continue to serve in such capacity. The Indemnitee is willing to continue to serve in such capacity if the Indemnitee is adequately protected against the risks associated with such service; and

WHEREAS, Section 145 of the General Corporation Law of the State of Delaware (the "DGCL"), under which law the Company is organized, empowers a corporation to indemnify a person serving as a director or officer of the Company and a person who serves at the request of the company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, or other enterprise, and Section 145 of the DGCL and the Certificate of Incorporation of the Company specify that the indemnification set forth in
Section 145 and in the Certificate of Incorporation, respectively, shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any law (common or statutory), agreement, vote of stockholders or disinterested Directors or otherwise; and

WHEREAS, the Company and the Indemnitee have concluded that the indemnities available under the Company's Certificate of Incorporation, Bylaws and any insurance now or hereafter in effect need to be supplemented to more fully protect the Indemnitee against the risks associated with the Indemnitee's service to the Company; and

WHEREAS, in recognition of Indemnitee's need for additional protection against personal liability in order to enhance Indemnitee's continued service to the Company in an effective manner, and in order to induce Indemnitee to continue to provide services to the Company as a director or officer thereof, the Company wishes to provide in this Agreement for the indemnification of Indemnitee to the fullest extent permitted by law and as set forth in this Agreement.

NOW THEREFORE, in consideration of the foregoing, the covenants contained herein and Indemnitee's continued service to the Company, the Company and Indemnitee, intending to be legally bound, hereby agree as follows:

Section 1. Definitions. The following terms, as used herein, shall have the following respective meanings:

"Affiliate" of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For the purposes of this definition, "control" when used with respect to any specified Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting

securities, by contract or otherwise; and the terms "controlling" and "controlled" have meanings relative to the foregoing.

"Change in Control" shall be deemed to have taken place if: (i) any person or entity, including a "group" as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, other than the Company or a wholly-owned subsidiary thereof or any employee benefit plan of the Company or any of its subsidiaries, becomes the beneficial owner of the Company securities having 50% or more of the combined voting power of the then outstanding securities of the Company that may be cast for the election of directors of the Company (other than as a result of an issuance of securities initiated by Company in the ordinary course of business); or (ii) as the result of, or in connection with, any cash tender or exchange offer, merger or other business combination, sale of substantially all of the assets or contested election, or any combination of the foregoing transactions less than a majority of the combined voting power of the then-outstanding securities of the Company or any successor corporation or entity entitled to vote generally in the election of the directors of the Company or such other corporation or entity after such transaction is held in the aggregate by the holders of the Company securities entitled to vote generally in the election of directors of the Company immediately prior to such transaction; or (iii) during any period of two consecutive years, individuals who at the beginning of any such period constitute the Board of Directors of the Company cease for any reason to constitute at least a majority thereof, unless the election, or the nomination for election by the Company's stockholders, of each director of the Company first elected during such period was approved by a vote of at least two-thirds of the directors of the Company then still in office who were directors of the Company at the beginning of any such period.

"Claim" means (a) any threatened, pending or completed action, suit, proceeding or arbitration or other alternative dispute resolution mechanism, or
(b) any inquiry, hearing or investigation, whether conducted by the Company or any other Person, that Indemnitee in good faith believes might lead to the institution of any such action, suit, proceeding or arbitration or other alternative dispute resolution mechanism, in each case whether civil, criminal, administrative or other (whether or not the claims or allegations therein are groundless, false or fraudulent) and includes, without limitation, those brought by or in the name of the Company or any director or officer of the Company.

"Company Agent" means any director, officer, partner, employee, agent, trustee or fiduciary of the Company, any Subsidiary or any Other Enterprise.

"Covered Event" means any event or occurrence on or after the date of this Agreement related to the fact that Indemnitee is or was a Company Agent or related to anything done or not done by Indemnitee in any such capacity, and includes, without limitation, any such event or occurrence (a) arising from performance of the responsibilities, obligations or duties imposed by ERISA or any similar applicable provisions of state or common law, or (b) arising from any merger, consolidation or other business combination involving the Company, any Subsidiary or any Other Enterprise, including without limitation any sale or other transfer of all or substantially all of the business or assets of the Company, any Subsidiary or any Other Enterprise; provided, however, that in any such case, Indemnitee acted in good faith and in a manner which such Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and in the case of a criminal proceeding, in addition had no reasonable cause to believe that such Indemnitee's conduct was unlawful.

"D&O Insurance" means the directors' and officers' liability insurance maintained by or for the benefit of the Company, its directors or officers and any replacement or substitute policies.

"Determination" means a determination made by (a) a majority vote of Disinterested Directors even if less than a quorum; (b) Independent Legal Counsel, in a written opinion addressed to the

Company and Indemnitee; (c) the stockholders of the Company; or (d) a decision by a court of competent jurisdiction not subject to further appeal.

"Disinterested Director" shall be a director of the Company who is not or was not a party to the Claim giving rise to the subject matter of a Determination.

"Expenses" includes attorneys' fees and all other costs, travel expenses, fees of experts, transcript costs, filing fees, witness fees, telephone charges, postage, copying costs, delivery service fees and other expenses and obligations of any nature whatsoever paid or incurred in connection with investigating, prosecuting or defending, being a witness in or participating in (including on appeal), or preparing to prosecute or defend, be a witness in or participate in any Claim, for which Indemnitee is or becomes legally obligated to pay.

"Independent Legal Counsel" shall mean a law firm or a member of a law firm that (a) neither is nor in the past five years has been retained to represent in any material matter the Company, any Subsidiary, Indemnitee or any other party to the Claim, (b) under applicable standards of professional conduct then prevailing would not have a conflict of interest in representing either the Company or Indemnitee in an action to determine Indemnitee's rights to indemnification under this Agreement and (c) is reasonably acceptable to the Company and Indemnitee.

"Loss" means any amount which Indemnitee is legally obligated to pay as a result of any Claim, including, without limitation (a) all judgments, penalties and fines, and amounts paid or to be paid in settlement, (b) all interest, assessments and other charges paid or payable in connection therewith and (c) any federal, state, local or foreign taxes imposed (net of the value to Indemnitee of any tax benefits resulting from tax deductions or otherwise as a result of the actual or deemed receipt of any payments under this Agreement, including the creation of the Trust).

"Other Enterprise" means any corporation (other than the Company or any Subsidiary), partnership, joint venture, association, employee benefit plan, trust or other enterprise or organization to which Indemnitee renders service at the request of the Company or any Subsidiary.

"Parent" shall have the meaning set forth in the regulations of the Securities and Exchange Commission under the Securities Act of 1933, as amended; provided the term "Parent" shall not include the board of directors of a corporation in its capacity as a board of directors, and provided further that if the other party to any transaction referred to in Section 12.1.2 has no Parent as so defined above, "Parent" shall mean such other party.

"Person" means any individual, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated organization or government (or any subdivision, department, commission or agency thereof), and includes without limitation any "person", as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended.

"Potential Change in Control" shall be deemed to have occurred if (a) the Company enters into an agreement or arrangement the consummation of which would result in the occurrence of a Change in Control, (b) 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 or (c) the Board of Directors of the Company adopts a resolution to the effect that, for purposes of this Agreement, a Potential Change in Control has occurred.

"Subsidiary" means any corporation of which more than 50% of the outstanding stock having ordinary voting power to elect a majority of the board of directors of such corporation is now or hereafter owned, directly or indirectly, by the Company.

"Trust" has the meaning set forth in Section 9.2.

"Voting Securities" means any securities of the Company which vote generally in the election of directors.

Section 2. Indemnification

2.1. General Indemnity Obligation.

2.1.1. Subject to the remaining provisions of this Agreement, the Company hereby indemnifies and holds Indemnitee harmless for any Losses or Expenses arising from any Claims relating to (or arising in whole or in part out of) any Covered Event, including without limitation, any Claim the basis of which is any actual or alleged breach of duty, neglect, error, misstatement, misleading statement, omission or other act done or attempted by Indemnitee in the capacity as a Company Agent, whether or not Indemnitee is acting or serving in such capacity at the date of this Agreement, at the time liability is incurred or at the time the Claim is initiated.

2.1.2. The obligations of the Company under this Agreement shall apply to the fullest extent authorized or permitted by the provisions of applicable law, as presently in effect or as changed after the date of this Agreement, whether by statute or judicial decision (but, in the case of any subsequent change, only to the extent that such change permits the Company to provide broader indemnification than permitted prior to giving effect thereto).

2.1.3. Indemnitee shall not be entitled to indemnification pursuant to this Agreement in connection with any Claim initiated by Indemnitee against the Company or any director or officer of the Company, unless the Company has joined in or consented to the initiation of such Claim; provided, the provisions of this Section 2.1.3 shall not apply (i) following a Change in Control to Claims seeking enforcement of this Agreement, the Certificate of Incorporation or Bylaws of the Company or any other agreement now or hereafter in effect relating to indemnification for Covered Events or (ii) absent a Change in Control, to Claims seeking enforcement of this Agreement, the Certificate of Incorporation or Bylaws of the Company or any other agreement now or hereafter in effect relating to indemnification for Covered Events, but only if the Indemnitee is ultimately determined to be entitled to indemnification.

2.1.4. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of the Losses or Expenses paid with respect to a Claim but not, however, for the total amount thereof, the Company shall nevertheless indemnify and hold Indemnitee harmless against the portion thereof to which Indemnitee is entitled.

2.1.5. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee has been successful on the merits or otherwise in defense of any or all Claims relating to (or arising in whole or in part out of) a Covered Event or in defense of any issue or matter therein, including dismissal without prejudice, the Company shall indemnify and hold Indemnitee harmless against all Expenses incurred in connection therewith.

2.2. Indemnification for Serving as Witness and Certain Other Claims. Notwithstanding any other provision of this Agreement, the Company hereby indemnifies and holds Indemnitee harmless for all Expenses in connection with (a) the preparation to serve or service as a witness in any Claim in which

Indemnitee is not a party, if such actual or proposed service as a witness arose by reason of Indemnitee having served as a Company Agent on or after the date of this Agreement and (b) any Claim initiated by Indemnitee on or after the date of this Agreement (i) for recovery under any D&O Insurance; (ii) following a Change in Control, for enforcement of the indemnification obligations of the Company under this Agreement, the Certificate of Incorporation or Bylaws of the Company or any other agreement now or hereafter in effect relating to indemnification for Covered Events, regardless of whether Indemnitee ultimately is determined to be entitled to such insurance recovery or indemnification, as the case may be; or (iii) absent a Change in Control, for enforcement of this Agreement, the Certificate of Incorporation or Bylaws of the Company or any other agreement now or hereafter in effect relating to indemnification for Covered Events, but only if the Indemnitee is ultimately determined to be entitled to indemnification.

Section 3. Limitation on Indemnification.

3.1. Coverage Limitations. No indemnification is available pursuant to the provisions of this Agreement:

3.1.1. If such indemnification is not lawful;

3.1.2. If Indemnitee's conduct giving rise to the Claim with respect to which indemnification is requested was knowingly fraudulent, a knowing violation of law, deliberately dishonest or in bad faith or constituted willful misconduct;

3.1.3. In respect of any Claim based upon or attributable to Indemnitee gaining in fact any personal profit or advantage to which Indemnitee was not legally entitled;

3.1.4. In respect of any Claim based upon or in connection with a proceeding by or in the right of the Company in which Indemnitee was adjudged liable to the Company unless and only to the extent that the Court of Chancery of Delaware shall determine upon application that, despite the adjudication of such liability but in view of all circumstances of the case, the Indemnitee is fairly and reasonably entitled to indemnity for such expenses (including attorney's fees) which the Court of Chancery of Delaware shall deem proper; or

3.1.5. In respect of any Claim for an accounting of profits made from the purchase or sale by Indemnitee of securities of the Company within the meaning of Section 16(b) of the Securities Exchange Act of 1934, as amended.

3.1.6. No Duplication of Payments. The Company shall not be liable under this Agreement to make any payment otherwise due and payable to the extent Indemnitee has otherwise actually received payment (whether under the Certificate of Incorporation or the Bylaws of the Company, the D&O Insurance or otherwise) of any amounts otherwise due and payable under this Agreement.

Section 4. Payments and Determinations.

4.1. Advancement and Reimbursement of Expenses. If requested by Indemnitee, the Company shall advance to Indemnitee, no later than five business days following any such request, any and all Expenses for which indemnification is available under Section 2. In order to obtain such advancement or reimbursement, the Indemnitee must also furnish to the Company a written affirmation of his good faith belief that he has conducted himself in good faith and that he reasonably believed that: (1) in the case of conduct in his official capacity with the corporation, that his conduct was in its best interest; (2) in all other cases, that his conduct was at least not opposed to its best interests; and (3) in the case of any criminal proceeding, he had no reasonable cause to believe his conduct was unlawful. In addition,

Indemnitee must furnish to the Company a written undertaking, executed personally or on his behalf, to repay the advance if it is ultimately determined that he is not entitled to indemnification. Upon any Determination that Indemnitee is not permitted to be indemnified for any Expenses so advanced, Indemnitee hereby agrees to reimburse the Company (or, as appropriate, any Trust established pursuant to Section 9.2) for all such amounts previously paid. Such obligation of reimbursement shall be unsecured and no interest shall be charged thereon.

4.2. Payment and Determination Procedures.

4.2.1. To obtain indemnification under this Agreement, Indemnitee shall submit to the Company a written request, together with such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification. The Secretary of the Company shall, promptly upon receipt of such a request for indemnification, advise the Board of Directors in writing that Indemnitee has requested indemnification.

4.2.2. Any such indemnification of expenses shall be made promptly, and in any event within 60 days after receipt by the Company of the written request of the Indemnitee, unless with respect to requests submitted pursuant to this Agreement the Company makes a Determination within the 60 day period that the Indemnitee did not meet the applicable standard of conduct as set forth in this Agreement. Such determination shall be made in the specific case (a) if a Change in Control shall have occurred, as provided in Section 9.1; and (b) if a Change in Control shall not have occurred, by (i) the Board of Directors by a majority vote of Disinterested Directors, (ii) Independent Legal Counsel, if either (A) there are no Disinterested Directors or (B) a majority vote of Disinterested Directors otherwise so directs or (iii) the stockholders of the Company (if submitted by the Board of Directors) but shares of stock owned by or voted under the control of any Indemnitee who is at the time party to the proceeding may not be voted.

4.2.3. If no Determination is made within 60 days after receipt by the Company of a request for indemnification by Indemnitee pursuant to Section 4.2.1, a Determination shall be deemed to have been made that Indemnitee is entitled to the requested indemnification (and the Company shall promptly pay the related Losses and Expenses), except where such indemnification is not lawful; provided, however, that (a) such 60-day period may be extended for a reasonable time, not to exceed an additional 30 days, if the Person or Persons making the Determination in good faith require such additional time for obtaining or evaluating the documentation and information relating thereto; and
(b) the foregoing provisions of this Section 4.2.3 shall not apply (i) if the Determination is to be made by the stockholders of the Company and if (A) within 15 days after receipt by the Company of the request by Indemnitee pursuant to
Section 4.2.1 the Board of Directors has resolved to submit such Determination to the stockholders at an annual meeting of the stockholders to be held within 75 days after such receipt, and such Determination is made at such annual meeting, or (B) a special meeting of stockholders is called within 15 days after such receipt for the purpose of making such Determination, such meeting is held for such purpose within 60 days after having been so called and such Determination is made at such special meeting, or (ii) if the Determination is to be made by Independent Legal Counsel.

Section 5. D & O Insurance.

5.1. Current Policies. The Company hereby represents and warrants to Indemnitee that Exhibit 1 contains a complete and accurate description of the D&O Insurance and that such insurance is in full force and effect.

5.2. Continued Coverage. The Company shall maintain, to the extent practicable, the D&O Insurance for so long as this Agreement remains in effect. The Company shall cause the D&O Insurance to cover Indemnitee, in accordance with its terms and at all times such insurance is in effect, to the

maximum extent of the coverage provided thereby for any director or officer of the Company.

5.3. Indemnification. In the event of any reduction in, or cancellation of, the D&O Insurance (whether voluntary or involuntary on behalf of the Company), the Company shall, and hereby agrees to, indemnify and hold Indemnitee harmless against any Losses or Expenses which Indemnitee is or becomes obligated to pay as a result of the Company's failure to maintain the D&O Insurance in effect in accordance with the provisions of Section 5.2, to the fullest extent permitted by applicable law, notwithstanding any provision of the Certificate of Incorporation or the Bylaws of the Company, or any other agreement now or hereafter in effect relating to indemnification for Covered Events. The indemnification available under this Section 5.3 is in addition to all other obligations of indemnification of the Company under this Agreement and shall be the only remedy of Indemnitee for a breach by the Company of its obligations set forth in Section 5.2.

Section 6. Subrogation. In the event of any payment under this Agreement to or on behalf of Indemnitee, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee against any Person other than the Company or Indemnitee in respect of the Claim giving rise to such payment. Indemnitee shall execute all papers reasonably required and shall do everything reasonably necessary to secure such rights, including the execution of such documents reasonably necessary to enable the Company effectively to bring suit to enforce such rights.

Section 7. Notification and Defense of Claims.

7.1. Notice by Indemnitee. Indemnitee shall give notice in writing to the Company as soon as practicable after Indemnitee becomes aware of any Claim with respect to which indemnification will or could be sought under this Agreement; provided the failure of Indemnitee to give such notice, or any delay in giving such notice, shall not relieve the Company of its obligations under this Agreement except to the extent the Company is actually prejudiced to any such failure or delay.

7.2. Insurance. The Company shall give prompt notice of the commencement of any Claim relating to Covered Events to the insurers on the D&O Insurance, if any, in accordance with the procedures set forth in the respective policies in favor of Indemnitee. The Company shall thereafter take all necessary action to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such Claims in accordance with the terms of such policies.

7.3. Defense.

7.3.1. In the event any Claim relating to Covered Events is by or in the right of the Company, Indemnitee may, at the option of Indemnitee, either control the defense thereof or accept the defense provided under the D&O Insurance; provided, however, that Indemnitee may not control the defense if such decision would jeopardize the coverage provided by the D&O Insurance, if any, to the Company or the other directors and officers covered thereby, and also provided that the amounts expended by the Company shall be reimbursed to the Company by the Indemnitee if the standards and requirements of Section 145 of the Delaware General Corporation Law so require.

7.3.2. In the event any Claim relating to Covered Events is other than by or in the right of the Company, Indemnitee may, at the option of Indemnitee, either control the defense thereof, require the Company to defend or accept the defense provided under the D&O Insurance; provided, however, that Indemnitee may not control the defense or require the Company to defend if such decision would jeopardize the coverage provided by the D&O Insurance to the Company or the other directors and officers covered thereby. In the event that Indemnitee requires the Company to so defend, or in the event that Indemnitee proceeds under the D&O Insurance but Indemnitee determines that such insurers under

the D&O Insurance are unable or unwilling to adequately defend Indemnitee against any such Claim, the Company shall promptly undertake to defend any such Claim, at the Company's sole cost and expense, utilizing counsel of Indemnitee's choice who has been approved by the Company. If appropriate, the Company shall have the right to participate in the defense of any such Claim.

7.3.3. In the event the Company shall fail, as required by any election by Indemnitee pursuant to Section 7.3.2, timely to defend Indemnitee against any such Claim, Indemnitee shall have the right to do so, including without limitation, the right (notwithstanding Section 7.3.4) to make any settlement thereof, and to recover from the Company, to the extent otherwise permitted by this Agreement, all Expenses and Losses paid as a result thereof.

7.3.4. The Company shall have no obligation under this Agreement with respect to any amounts paid or to be paid in settlement of any Claim without the express prior written consent of the Company to any related settlement. In no event shall the Company authorize any settlement imposing any liability or other obligations on Indemnitee without the express prior written consent of Indemnitee. Neither the Company nor Indemnitee shall unreasonably withhold consent to any proposed settlement.

Section 8. Determinations and Related Matters.

8.1. Presumptions.

8.1.1. If a Change in Control shall have occurred, Indemnitee shall be entitled to a rebuttable presumption that Indemnitee is entitled to indemnification under this Agreement and the Company shall have the burden of proof in rebutting such presumption.

8.1.2. The termination of any claim by judgment, order, settlement (whether with or without court approval) or conviction, or upon a plea of nolo contendere or its equivalent, shall not adversely affect either the right of Indemnitee to indemnification under this Agreement or the presumptions to which Indemnitee is otherwise entitled pursuant to the provisions of this Agreement nor create a presumption that Indemnitee did not meet any particular standard of conduct or have a particular belief or that a court has determined that indemnification is not permitted by applicable law.

8.2. Appeals; Enforcement.

8.2.1. In the event that (a) a Determination is made that Indemnitee shall not be entitled to indemnification under this Agreement, (b) any Determination to be made by Independent Legal Counsel is not made within 90 days of receipt by the Company of a request for indemnification pursuant to
Section 4.2.1 or (c) the Company fails to otherwise perform any of its obligations under this Agreement (including, without limitation, its obligation to make payments to Indemnitee following any Determination made or deemed to have been made that such payments are appropriate), Indemnitee shall have the right to commence a Claim in any court of competent jurisdiction, as appropriate, to seek a Determination by the court, to challenge or appeal any Determination which has been made, or to otherwise enforce this Agreement. If a Change of Control shall have occurred, Indemnitee shall have the option to have any such Claim conducted by a single arbitrator pursuant to the rules of the American Arbitration Association. Any such judicial proceeding challenging or appealing any Determination shall be deemed to be conducted de novo and without prejudice by reason of any prior Determination to the effect that Indemnitee is not entitled to indemnification under this Agreement. Any such Claim shall be at the sole expense of Indemnitee except as provided in Section 9.3.

8.2.2. If a Determination shall have been made or deemed to have been made pursuant to this Agreement that Indemnitee is entitled to indemnification, the Company shall be bound by such

Determination in any judicial proceeding or arbitration commenced pursuant to this Section 8.2, except if such indemnification is unlawful.

8.2.3. The Company shall be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this Section 8.2 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court or before any such arbitrator that the Company is bound by all the provisions of this Agreement. The Company hereby consents to service of process and to appear in any judicial or arbitration proceedings and shall not oppose Indemnitee's right to commence any such proceedings.

8.3. Procedures. Indemnitee shall cooperate with the Company and with any Person making any Determination with respect to any Claim for which a claim for indemnification under this Agreement has been made, as the Company may reasonably require. Indemnitee shall provide to the Company or the Person making any Determination, upon reasonable advance request, any documentation or information reasonably available to Indemnitee and necessary to (a) the Company with respect to any such Claim or (b) the Person making any Determination with respect thereto.

Section 9. Change in Control Procedures.

9.1. Determinations. If there is a Change in Control, any Determination to be made under Section 4 shall be made by Independent Legal Counsel selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld). The Company shall pay the reasonable fees of the Independent Legal Counsel and indemnify fully such Independent Legal Counsel against any and all expenses (including attorneys' fees), claims, liabilities and damages arising out of or relating to this Agreement or the engagement of Independent Legal Counsel pursuant hereto.

9.2. Establishment of Trust. Following the occurrence of any Potential Change in Control, the Company, upon receipt of a written request from Indemnitee, shall create a Trust (the "Trust") for the benefit of Indemnitee, the trustee of which shall be a bank or similar financial institution with trust powers chosen by Indemnitee. From time to time, upon the written request of Indemnitee, the Company shall fund the Trust in amounts sufficient to satisfy any and all Losses and Expenses reasonably anticipated at the time of each such request to be incurred by Indemnitee for which indemnification may be available under this Agreement. The amount or amounts to be deposited in the Trust pursuant to the foregoing funding obligation shall be determined by mutual agreement of Indemnitee and the Company or, if the Company and Indemnitee are unable to reach such an agreement, or, in any event, a Change in Control has occurred by Independent Legal Counsel (selected pursuant to Section 9.1). The terms of the Trust shall provide that, except upon the prior written consent of Indemnitee and the Company, (a) the Trust shall not be revoked or the principal thereof invaded, other than to make payments to unsatisfied judgment creditors of the Company, (b) the Trust shall continue to be funded by the Company in accordance with the funding obligations set forth in this Section, (c) the Trustee shall promptly pay or advance to Indemnitee any amounts to which Indemnitee shall be entitled pursuant to this Agreement, and (d) all unexpended funds in the Trust shall revert to the Company upon a Determination by Independent Legal Counsel (selected pursuant to Section 9.1) or a court of competent jurisdiction that Indemnitee has been fully indemnified under the terms of this Agreement. All income earned on the assets held in the trust shall be reported as income by the Company for federal, state, local and foreign tax purposes.

9.3. Expenses. Following any Change in Control, the Company shall be liable for, and shall pay the Expenses paid or incurred by Indemnitee in connection with the making of any Determination (irrespective of the determination as to Indemnitee's entitlement to indemnification) or the prosecution of any Claim pursuant to Section 8.2, and the Company hereby agrees to indemnify and hold Indemnitee harmless therefrom. If requested by counsel for Indemnitee, the Company shall promptly give such

counsel an appropriate written agreement with respect to the payment of its fees and expenses and such other matters as may be reasonably requested by such counsel.

Section 10. Period of Limitations. No legal action shall be brought and no cause of action shall be asserted by or in the right of the Company, any Subsidiary, any Other Enterprise or any Affiliate of the Company against Indemnitee or Indemnitee's spouse, heirs, executors, administrators or personal or legal representatives after the expiration of two years from the date of accrual of such cause of action, and any claim or cause of action of the Company, any Subsidiary, any Other Enterprise or any Affiliate of the Company shall be extinguished and deemed released unless asserted by the timely filing of a legal action within such two-year period; provided, however, that if any shorter period of limitations, whether established by statute or judicial decision, is otherwise applicable to any such cause of action such shorter period shall govern.

Section 11. Contribution. If the indemnification provisions of this Agreement should be unenforceable under applicable law in whole or in part or insufficient to hold Indemnitee harmless in respect of any Losses and Expenses incurred by Indemnitee, then for purposes of this Section 11, the Company shall be treated as if it were, or was threatened to be made, a party defendant to the subject Claim and the Company shall contribute to the amounts paid or payable by Indemnitee as a result of such Losses and Expenses incurred by Indemnitee in such proportion as is appropriate to reflect the relative benefits accruing to the Company on the one hand and Indemnitee on the other and the relative fault of the Company on the one hand and Indemnitee on the other in connection with such Claim, as well as any other relevant equitable considerations. For purposes of this Section 11 the relative benefit of the Company shall be deemed to be the benefits accruing to it and to all of its directors, officers, employees and agents (other than Indemnitee) on the one hand, as a group and treated as one entity, and the relative benefit of Indemnitee shall be deemed to be an amount not greater than the Indemnitee's yearly base salary or Indemnitee's compensation from the Company during the first year in which the Covered Event forming the basis for the subject Claim was alleged to have occurred. The relative fault shall be determined by reference to, among other things, the fault of the Company and all of its directors, officers, employees and agents (other than Indemnitee) on the one hand, as a group and treated as one entity, and Indemnitee's and such group's relative intent, knowledge, access to information and opportunity to have altered or prevented the Covered Event forming the basis for the subject Claim.

Section 12. Miscellaneous Provisions.

12.1. Successors and Assigns, Etc.

12.1.1. This Agreement shall be binding upon and inure to the benefit of (a) the Company, its successors and assigns (including any direct or indirect successor by merger, consolidation or operation of law or by transfer of all or substantially all of its assets) and (b) Indemnitee and the heirs, personal and legal representatives, executors, administrators or assigns of Indemnitee.

12.1.2. The Company shall not consummate any consolidation, merger or other business combination, nor will it transfer 50% or more of its assets (in one or a series of related transactions), unless the ultimate Parent of the successor to the business or assets of the Company shall have first executed an agreement, in form and substance satisfactory to Indemnitee, to expressly assume all obligations of the Company under this Agreement and agree to perform this Agreement in accordance with its terms, in the same manner and to the same extent that the Company would be required to perform this Agreement if no such transaction had taken place; provided that, if the Parent is not the Company, the legality of payment of indemnity by the Parent shall be determined by reference to the fact that such indemnity is to be paid by the Parent rather than the Company.

12.2. Severability. The provisions of this Agreement are severable. If any provision of this Agreement shall be held by any court of competent jurisdiction to be invalid, void or unenforceable, such provision shall be deemed to be modified to the minimum extent necessary to avoid a violation of law and, as so modified, such provision and the remaining provisions shall remain valid and enforceable in accordance with their terms to the fullest extent permitted by law.

12.3. Rights Not Exclusive; Continuation of Right of Indemnification. Nothing in this Agreement shall be deemed to diminish or otherwise restrict Indemnitee's right to indemnification pursuant to any provision of the Certificate of Incorporation or Bylaws of the Company, any agreement, vote of stockholders or Disinterested Directors, applicable law or otherwise. This Agreement shall be effective as of the date first above written and continue in effect until no Claims relating to any Covered Event may be asserted against Indemnitee and until any Claims commenced prior thereto are finally terminated and resolved, regardless of whether Indemnitee continues to serve as a director of the Company, any Subsidiary or any Other Enterprise.

12.4. No Employment Agreement. Nothing contained in this Agreement shall be construed as giving Indemnitee any right to be retained in the employ of the Company, any Subsidiary or any Other Enterprise.

12.5. Subsequent Amendment. No amendment, termination or repeal of any provision of the Certificate of Incorporation or Bylaws of the Company, or any respective successors thereto, or of any relevant provision of any applicable law, shall affect or diminish in any way the rights of Indemnitee to indemnification, or the obligations of the Company, arising under this Agreement, whether the alleged actions or conduct of Indemnitee giving rise to the necessity of such indemnification arose before or after any such amendment, termination or repeal.

12.6. Notices. Notices required under this Agreement shall be given in writing and shall be deemed given when delivered in person or sent by certified or registered mail, return receipt requested, postage prepaid. Notices shall be directed to the Company at Luminex Corporation, 12212 Technology Boulevard, Austin, Texas 78727, Attention: Chief Executive Officer, and to Indemnitee at the address set forth on the signature page hereto (or such other address as either party may designate in writing to the other).

12.7. Governing Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware applicable to contracts made and performed in such state without giving effect to the principles of conflict of laws.

12.8. Headings. The headings of the Sections of this Agreement are inserted for convenience only and shall not be deemed to discriminate part of this Agreement or to affect the construction thereof.

12.9. Counterparts. This Agreement may be executed in any number of counterparts all of which taken together shall constitute one instrument.

12.10. Modification and Waiver. No supplement, modification or amendment of this Agreement shall be binding unless executed in writing by both of the parties hereto. No waiver of any of the provisions of this Agreement shall constitute, or be deemed to constitute, a waiver of any other provisions hereof (whether or not similar) nor shall any such waiver constitute a continuing waiver.

The parties hereto have caused this Agreement to be duly executed as of the day and year first above written.

LUMINEX CORPORATION

INDEMNITEE

EXHIBIT 10.3

SUBLEASE AGREEMENT

This Sublease is made as of the 2nd day of May, 2002 at Travis County, Texas by and between LUMINEX CORPORATION (herein, "Sublandlord") and AMERICAN INNOVATIONS, LTD. (herein, "Subtenant").

Sublandlord is the Lessee under that certain Lease, (the "Main Lease"), by and between Aetna Life Insurance Company, as landlord, (herein, "Landlord") and Sublandlord, as tenant, executed on or about October 19, 2001, for the premises described in the Main Lease (herein, "Leased Premises"), a true and correct copy of which Main Lease is attached hereto as Exhibit A and incorporated herein by this reference.

In consideration of the mutual promises contained herein, Sublandlord does hereby SUBLEASE, DEMISE and SUBLET to Subtenant and Subtenant hereby accepts that portion of the Leased Premises containing approximately 21,756 square feet in the building known as McNeil 5 (the "Building"), Suite 100 at 12112 Technology Blvd and more particularly described on Exhibit B attached hereto (the "Subleased Premises") together with the non-exclusive right to use the common areas of the Building and the Project, subject to the terms of the Main Lease and subject further to the provisions of this Sublease, as follows:

1. Subtenant hereby agrees to abide by and observe all the terms, covenants and conditions of the Main Lease as they apply to the Subleased Premises. Sublandlord represents that the Main Lease is in full force and effect with no amendments thereto and that no Events of Default (as described in Section 19 of the Main Lease) have occurred on Sublandlord's part under it as of the commencement of the term of this Sublease.

2. The term of this Sublease shall be for a term of 60 months commencing on August 1, 2002 and ending July 31, 2007, provided, however, that this Sublease shall terminate upon the termination of the Main Lease or as otherwise provided herein.

3. The terms and provisions of the Main Lease, to the extent that they do not conflict with specific provisions of this Sublease, are incorporated into this Sublease as if fully completely rewritten herein. Subtenant shall not commit any act that would constitute a default or event of default under the Main Lease. Notwithstanding anything in the Sublease to the contrary, the following provisions of the Main Lease are not incorporated into or made a part of the Sublease: 23.K, 26, and Exhibit E.

4. The relationship between Subtenant and Sublandlord shall be the same as that between Tenant and Landlord under the Main Lease. Notwithstanding anything to the contrary contained herein, Sublandlord shall not be liable to Subtenant for any Losses (as defined in the Main Lease) unless such Losses are directly caused by an act or omission of Sublandlord.

4.1. Subtenant agrees that with respect to the Subleased Premises, Sublandlord shall have all rights vis-a-vis Subtenant that Landlord has vis-a-vis Sublandlord under the Main Lease. Such rights of Sublandlord include (but are not limited to) (i) the right to receive any notices that Landlord is entitled to receive from Sublandlord under the Main Lease, (ii) the right to require that Subtenant obtain Sublandlord's consent in any and all circumstances that require the consent of Landlord under the Main Lease (provided that if Landlord has granted its consent to any request by Subtenant under the Main Lease, Sublandlord's consent shall not be unreasonably withheld, delayed or conditioned), and (iii) the right to be indemnified by Subtenant against certain damages, costs and expenses as if the indemnity provisions under the Main Lease applied to Subtenant and Sublandlord instead of Sublandlord and Landlord, respectively, and to the Subleased Premises instead of the Leased Premises. Such rights also include the right to act upon a default hereunder by Subtenant in the same manner that Landlord would have the right to act upon a similar default by Sublandlord under the Main Lease. In addition, if Subtenant should fail to fully perform its obligations hereunder, Sublandlord shall have the right, following the earlier of (i) thirty (30) days prior written notice to Subtenant or (ii) the date upon which failure to perform causes an Event of Default under the Main Lease (but in no event earlier than following ten (10) days prior written notice to Subtenant), to perform such obligations on behalf of Subtenant and to charge Subtenant all reasonable costs thereof, whether or not Landlord could similarly perform such obligations on behalf of Sublandlord under the Main Lease.

4.2.Subtenant agrees to notify Sublandlord promptly following Subtenant's receipt of written notice of any claim by Landlord that the Main Lease has been breached with respect to the Subleased Premises. The rights of Sublandlord and obligations of Subtenant set out in the other provisions of this Sublease shall supplement, not be in lieu of, the rights of Sublandlord and obligations of Subtenant under this paragraph.

5. Subtenant agrees to pay Sublandlord, as base rent ("Base Rent") for the Subleased Premises, the amounts shown in the table immediately below. Such Base Rent shall be payable in advance on the 1st day of each calendar month during the term of this Sublease.

----------------------- ----------------------- ------------------------- ------------------------
PERIOD                       ANNUAL RENT              MONTHLY RENT           MO. RENT/SQ. FT.
----------------------- ----------------------- ------------------------- ------------------------
Months 1-3                               $0.00                     $0.00                    $0.00
----------------------- ----------------------- ------------------------- ------------------------
Months 4-36                        $169,696.80                $14,141.40                    $0.65
----------------------- ----------------------- ------------------------- ------------------------
Months 37-48                       $182,750.40                $15,229.20                    $0.70
----------------------- ----------------------- ------------------------- ------------------------
Months 49-60                       $195,804.00                $16,317.00                    $0.75
----------------------- ----------------------- ------------------------- ------------------------

6. The Base Rent payable by Subtenant shall be increased by an amount ("Additional Rent") equal to Subtenant's Pro Rata Share of the Main Lease Obligations. For purposes of this Sublease, "Main Lease Obligations" shall mean the share of Tenant Costs (as defined in the Main Lease) and all other amounts that Sublandlord is obligated to pay under the Main Lease for the term of this Sublease, except for Sublandlord's obligation to pay Base Rent as specified in Section 2A of the Main Lease. "Subtenant's Pro Rata Share" shall mean (i) the percentage (calculated based on the ratio of the square footage of the Subleased Premised to the Leased Premises) of all Main Lease Obligations other than Main Lease Obligations that become due because of a default by Sublandlord under the Main Lease or failure of Sublandlord to timely perform any obligation under the Main Lease, (ii) l00% with respect to any Main Lease Obligations that become due solely because of a default by Sublandlord under the Main Lease if such default is caused solely by Subtenant's failure to abide by the terms of this Sublease, and (iii) 0% with respect to any Main Lease Obligations that become due because of a default by Sublandlord under the Main Lease, if such default is not caused by Subtenant's failure to abide by the terms of this Sublease. Following receipt of a timely request from Subtenant, Sublandlord shall exercise its right to conduct an audit as provided under the Main Lease and Subtenant shall pay Subtenant's Pro Rata Share of the cost of such audit.

7. All payments of Base Rent and Additional Rent shall be paid to Sublandlord at the address specified in this Sublease or elsewhere as designated from time to time by written notice from Sublandlord to Subtenant; provided, however, if Landlord wishes to collect such payments directly from Subtenant and credit Sublandlord therefore under the Main Lease, then Subtenant, following at least ten (10) days prior written notice from Landlord, will pay such amounts to Landlord at the address of Landlord specified in the Main Lease and will simultaneously send evidence of such payment to Sublandlord.

8. Within three (3) business days after Subtenant receives a fully executed original of this Sublease, Subtenant shall deposit with Sublandlord the sum of eighteen thousand five hundred dollars ($18,500.00) as a security deposit to be held by Sublandlord pursuant to the provisions of the Main Lease.

9. Sublandlord agrees to provide Subtenant with an allowance (the "Sublease Allowance") for the construction of tenant improvements within the Subleased Premises (the "Sublease Tenant Improvements"). Such Sublease Allowance and Sublease Tenant Improvements shall be approved, administered and disbursed in accordance with Exhibit C of the Main Lease, provided that the per square foot value of the Sublease Allowance shall be $6.00. All Sublease Tenant Improvements must be approved by Sublandlord and Landlord in accordance with the procedures set forth in the Main Lease. Subtenant shall remain liable at all times for its obligations under this Sublease despite any delay in completion of the Sublease Tenant Improvements (unless any such delay is attributable solely to Sublandlord's acts or omissions).

10. If at any time during the term of this Sublease, Sublandlord receives a bona fide offer to sublease all or any portion of Sublandlord's remaining space in the Building, which offer Sublandlord intends to accept, Sublandlord shall give Subtenant written notice of such offer and give Subtenant five (5) business days to accept such offer. Should Subtenant fail to exercise its right to sublease such space within such five (5) business day period, Sublandlord shall have the right to sublease the space upon the terms contained within such offer. Subtenant's right of first refusal as set forth herein is subject to the condition that on the date that Subtenant delivers its notice exercising its right of first refusal, no uncured event of default exists and is continuing hereunder. If the offer on such space is for a term that ends on or before the expiration date of this Sublease, then Subtenant's sublease of any such space will be coterminous with the term of this Sublease. If the offer on such space is for a term that ends after the expiration date of this Sublease, then Subtenant may, at its option, extend the term of this Sublease to be coterminous with the term of any such space. In such event, the Base Rent for the extended term of this Sublease shall be the Base Rent payable under the Main Lease with respect to the Subleased Premises.

11. Sublandlord and Subtenant each warrant to the other that it has not dealt with any broker or agent in connection with this Lease other than Colliers Oxford Commercial ("Colliers") and Endeavor Real Estate Group ("Endeavor"). If but only if, the parties to this Sublease validly execute and deliver this Sublease and Landlord delivers its consent to this Sublease (the date of completion of such items, the "Valid Agreement Date"), Sublandlord shall pay to Endeavor a commission equal to 4% of the Base Rent, taxes, insurance and common area maintenance expenses due under this Sublease (the "Commission"), payable as follows: (a) 50% of the Commission by the date which is 30 days following the Valid Agreement Date, and (b) the remaining 50% of the Commission by the date which is 30 days following the occupancy of Subtenant in the Subleased Premises and the commencement of Subtenant's payment of Base Rent hereunder. Subtenant and Sublandlord shall each indemnify the other against all costs, legal fees, and other liabilities for commissions or other compensation claimed by any broker or agent (other than the Colliers and Endeavor) claiming the same by, through, or under the indemnifying party.

12. Time is of the essence of this Sublease, and each and all the terms hereof.

13. Any notice or other communication required or permitted to be given under this Sublease or under the Main Lease shall be in writing and shall be deemed to be delivered on the date it is hand delivered to the party to whom such notice is given, at the address set forth below, or if such notice is mailed, on the date on which it is deposited in the United States Mail, postage prepaid, certified or registered mail, return receipt requested, addressed to the party to whom such notice is directed, at the address set forth below:

IF TO SUBLANDLORD:                IF TO SUBTENANT:

Luminex Corporation               American Innovations, Ltd.
12212 Technology Blvd.            12112 Technology Blvd., Suite 100
Austin, TX 78727                  Austin, TX 78727
Attention: General Counsel        Attention: Contracts Administrator

14. Subtenant shall have no right to assign or sublet any interest in this Sublease without first obtaining the written consent of the Landlord and Sublandlord, which consent by Landlord is subject to the terms of the Main Lease and which consent by Sublandlord shall not be unreasonably withheld. Subtenant may, without Sublandlord 's prior written consent and without payment of any amount to Sublandlord or Landlord, sublet the Subleased Premises or assign the Sublease to (i) a subsidiary, affiliate, division, or corporation controlling, controlled by, or under common control with Subtenant, or (ii) a successor corporation related to Subtenant by merger, consolidation, non-bankruptcy reorganization, or government action, provided that if the Subtenant no longer exists, the successor corporation's net worth is equal to or greater than the net worth of Subtenant at the time of such assignment. Subtenant shall give notice to Sublandlord prior to the effective date of any assignment/sublease not requiring Sublandlord's consent.

15. Sublandlord shall have no liability to Subtenant for any wrongful action or default on the part of Landlord pursuant to the terms of the Main Lease, and Subtenant hereby agrees to look solely to Landlord in event of any such default, the liability and obligations of Sublandlord being solely pursuant to the terms and conditions of this Sublease. If Landlord shall default in the performance of any of its material obligations under the Main Lease, Sublandlord shall, upon the written request of Subtenant, use reasonably diligent, good faith efforts to promptly enforce the Main Lease (including, without limitation, Landlord's obligations with respect to providing services to the Subleased Premises) and obtain Landlord's compliance with its obligations thereunder, such efforts, as they relate to the Subleased Premises, and to the extent not paid by Landlord, to be funded by Subtenant. Without limiting the generality of the foregoing sentence, Sublandlord shall, without request of Subtenant, use reasonably diligent, good faith efforts to promptly enforce the Main Lease with respect to Landlord's obligations under Paragraph 5.C thereof and promptly deliver to Subtenant copies of all information received thereunder.

16. In the event any one or more of the provisions contained in this Sublease shall for any reason be held invalid, illegal, or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision hereof and this agreement shall be construed as if such invalid, illegal or unenforceable provisions had never been contained herein.

17. Provided that Subtenant pays the Base Rent and Additional Rent and other sums herein recited to be paid by Subtenant and performs all of Subtenant's covenants and agreements herein contained, Sublandlord covenants that Subtenant shall, and may peacefully have, hold and enjoy the Subleased Premises against any person whomsoever lawfully claiming the same or any part thereof by, through, or under Sublandlord, but not otherwise, subject to the other provisions hereof and those of the Main Lease. Sublandlord agrees that it will not enter any amendment of the Main Lease which materially adversely affects the rights of Subtenant hereunder (including, without limitation, any agreement not

expressly contemplated in the Lease to terminate the Main Lease with respect to the Subleased Premises) without the prior written consent of Subtenant, which consent will not be unreasonably withheld.

18. Sublandlord shall indemnify Subtenant for and hold Subtenant harmless from and against all costs, expenses (including reasonable attorneys' fees), fines, suits, claims, demands, liabilities and actions resulting from any breach, violation or nonperformance of any covenant or condition hereof or from the use or occupancy of the Premises (excluding the Subleased Premises) by Sublandlord or Sublandlord's employees, agents, contractors, licensees and invitees. The foregoing indemnification of Subtenant does not provide indemnification for negligence or willful misconduct.

19. Subtenant shall indemnify Sublandlord for and hold Sublandlord harmless from and against all costs, expenses (including reasonable attorneys' fees), fines, suits, claims, demands, liabilities and actions resulting from any breach, violation or nonperformance of any covenant or condition hereof or from the use or occupancy of the Subleased Premises by Subtenant or Subtenant's employees, agents, contractors, licensees and invitees. The foregoing indemnification of Sublandlord does not provide indemnification for negligence or willful misconduct.

20. Each insurance policy which is required under the provisions of Paragraph 10.E of the Main Lease to contain a waiver of subrogation with respect to the tenant thereunder will also contain a waiver of subrogation with respect to Subtenant.

21. If at any time Sublandlord has executed a subordination and non-disturbance agreement with Landlord's lender (an "SNDA") as set forth in Paragraph 21 of the Main Lease, Sublandlord shall (a) provide a copy of the SNDA to Subtenant, and (b) use reasonable efforts to enforce Subtenant's rights under the Sublease in accordance with the SNDA.

22. Subtenant shall be permitted to use the parking area situated in the Project (as defined in the Main Lease) for non-designated parking at the rate of 2.68 spaces per 1,000 square feet in the Subleased Premises. Use of the parking area by Subtenant shall be subject to the provisions of Paragraph 5.B of the Main Lease.

23. The failure of either party to insist at any time upon the strict performance of any covenant or agreement or to exercise any option, right, power or remedy contained in this Sublease shall not be construed as a waiver thereof. The waiver of any violation of any term, covenant, agreement or condition contained in this Sublease shall not prevent a subsequent act, which would have originally constituted a violation, from having all the force and effect of an original violation. No express waiver shall affect any condition other than the one specified in such waiver and that one only for the time and in the manner specifically stated. A receipt by Sublandlord of any rent with knowledge of the breach of any covenant or agreement contained in this Sublease shall not be deemed a waiver of such breach No waiver by either party of any provision of this Sublease shall be deemed to have been made unless expressed in writing and signed by such party. The provisions of Paragraph 23.D of the Main Lease shall apply to the obligations of both parties hereunder.

24. Should either party hereto institute any action or proceeding in court to enforce any provision hereof or for damages by reason of any alleged breach of any provision of this Sublease or for any other judicial remedy, the prevailing party shall be entitled to receive from the losing party all reasonable attorneys' fees and all court costs in connection with said proceeding.

25. All of the covenants, agreements, terms and conditions to be observed and performed by the parties hereto shall be applicable to and binding upon their respective heirs, personal representatives, successors and, to the extent assignment is permitted hereunder, their respective assigns.

26. Sublandlord or Sublandlord's agents have made no representations or promises with respect to the Subleased Premises except as herein expressly set forth and no rights, easements or licenses are acquired by Subtenant by implication or otherwise except as expressly set forth in the provisions of this Sublease.

27. Sublandlord and Subtenant represent to the other that each person signing this Sublease on behalf of such party was and continues to be authorized to do so.

28. This agreement constitutes the sole and only agreement of the parties hereto and supersedes any prior understandings and written or oral agreements between the parties respecting the subject matter of this Sublease.

29. This Sublease is contingent upon Landlord's consent and approval, which is to be evidenced by the signature of Landlord below. If Landlord's written consent (including the non-disturbance agreement described in paragraph 30 below) to this Sublease is not obtained by 5:00 p.m. Central time on the

seventh (7th) business day following the full execution of this Sublease, this Sublease agreement shall automatically terminate and be of no further force and effect.

30. Prior to the commencement of the term of this Sublease, Sublandlord shall attempt to obtain from Landlord a non-disturbance agreement in a form reasonably acceptable to Subtenant obligating Subtenant to remain in possession of the Subleased Premises in the event of a termination of the Main Lease or Sublandlord's rights of possession thereunder, such possession by Subtenant to be subject to the terms of the Main Lease regarding the Subleased Premises.

31. Provided Subtenant pays the Base Rent and Additional Rent and other sums herein recited to be paid by Subtenant and performs all of Subtenant's covenants and agreements herein contained, in the event the Main Lease is terminated by Sublandlord or Landlord as a result of a default by either party thereunder (or is terminated by Sublandlord and Landlord as a result of a mutual agreement not expressly contemplated in the Lease), Sublandlord agrees to reimburse Subtenant for its Termination Losses. As used herein, the term "Termination Losses" means the difference between (a) the base rent paid by Subtenant under the Main Lease for the Subleased Premises, and (b) the Base Rent which would have been paid by Subtenant under the Sublease for the Subleased Premises for the comparable period, relating only to the period remaining during the term hereof.

EXECUTED to be effective on the day and year first above written.

SUBLANDLORD: SUBTENANT:

Luminex Corporation American Innovations, Ltd.

By:      /s/ Mark Chandler                 By:      /s/ Richard Smalling
         -----------------                          --------------------
Name:    Mark B. Chandler, Ph.D.           Name:    Richard J. Smalling
Title:   CEO & President                   Title:   President

CONSENT BY LANDLORD

Landlord, as landlord under the Main Lease referred to in this Sublease, hereby consents to the foregoing Sublease Agreement, provided that this Sublease in no way modifies or amends the Main Lease, and such consent shall not be construed in any way as a consent to any other sublease of the Leased Premises or assignment of the Lease.

AETNA LIFE INSURANCE COMPANY

By: UBS Realty Investors LLC, its Investment Advisers and Agent

By:  /s/ James G. Hughes
       ------------------
Name:  James G. Hughes
Title: Director

EXHIBIT A

Main Lease signed 10-19-01

EXHIBIT B

Subleased Premises

[Diagram inserted.]

EXHIBIT 10.4

FIRST AMENDMENT TO LEASE AGREEMENT BETWEEN AETNA LIFE INSURANCE
COMPANY, AS LANDLORD, AND LUMINEX CORPORATION, AS TENANT

To be attached to and form a part of Lease made the 19th day of December, 2001 (which together with any amendments, modifications and extensions thereof, is hereinafter called the Lease), between Landlord and Tenant, covering a total of 98,158 square feet and located at 12109-12201, 12212, and 12112 Technology Blvd., Austin, Texas, known as McNeil 3, 4 & 5.

1. This Addendum shall clarify and modify the Commencement dates as shown under paragraph 2.A. of the Lease Agreement. The dates are restated with the Base Rental rates remaining unchanged:

FOR THE CURRENT MCNEIL 3 PREMISES (18,330 SQUARE FEET)

           -------------------------------------------- ---------------------- ----------------------------------
                             MONTHS                       BASE RENTAL RATE            TOTAL MONTHLY RENT
                                                               PSF/MO.
           -------------------------------------------- ---------------------- ----------------------------------
                   DATE HEREOF - JUNE 1, 2002                   $0.80                    ALREADY PAID
           -------------------------------------------- ---------------------- ----------------------------------
                  JULY 1, 2002 - JULY 31, 2002                  $0.00                        $0.00
           -------------------------------------------- ---------------------- ----------------------------------
                 AUGUST 1, 2002 - JUNE 30, 2003                 $0.80                     $14,664.00
           -------------------------------------------- ---------------------- ----------------------------------
                  JULY 1, 2003 - APRIL 30, 2005                 $0.85                     $15,580.50
           -------------------------------------------- ---------------------- ----------------------------------

FOR THE CURRENT MCNEIL 4 PREMISES (12,737 SQUARE FEET)

           -------------------------------------------- ---------------------- ----------------------------------
                             MONTHS                       BASE RENTAL RATE            TOTAL MONTHLY RENT
                                                               PSF/MO.
           -------------------------------------------- ---------------------- ----------------------------------
                   DATE HEREOF - JUNE 30, 2002                  $0.75                    ALREADY PAID
           -------------------------------------------- ---------------------- ----------------------------------
                  JULY 1, 2002 - JULY 31, 2002                  $0.00                        $0.00
           -------------------------------------------- ---------------------- ----------------------------------
               AUGUST 1, 2002 - DECEMBER 31, 2002               $0.80                     $10,189.60
           -------------------------------------------- ---------------------- ----------------------------------
                JANUARY 1, 2003 - APRIL 30, 2005                $0.85                     $10,826.45
           -------------------------------------------- ---------------------- ----------------------------------

FOR THE MCNEIL 4 EXPANSION SPACE (22,713 SQUARE FEET)

           -------------------------------------------- ---------------------- ----------------------------------
                             MONTHS                       BASE RENTAL RATE            TOTAL MONTHLY RENT
                                                               PSF/MO.
           -------------------------------------------- ---------------------- ----------------------------------
              NOVEMBER 1, 2002 - NOVEMBER 30, 2002              $0.00                        $0.00
           -------------------------------------------- ---------------------- ----------------------------------
                DECEMBER 1, 2002 - APRIL 30, 2005               $0.85                     $19,306.05
           -------------------------------------------- ---------------------- ----------------------------------

FOR THE CURRENT MCNEIL 5 PREMISES (20,112 SQUARE FEET)

           -------------------------------------------- ---------------------- ----------------------------------
                             MONTHS                       BASE RENTAL RATE            TOTAL MONTHLY RENT
                                                               PSF/MO.
           -------------------------------------------- ---------------------- ----------------------------------
                   DATE HEREOF - JUNE 30, 2002                  $0.75                    ALREADY PAID
           -------------------------------------------- ---------------------- ----------------------------------
                  JULY 1, 2002 - JULY 30, 2002                  $0.00                        $0.00
           -------------------------------------------- ---------------------- ----------------------------------
               AUGUST 1, 2002 - DECEMBER 31, 2002               $0.75                     $15,091.50
           -------------------------------------------- ---------------------- ----------------------------------
                JANUARY 1, 2003 - APRIL 30, 2005                $0.85                     $17,103.70
           -------------------------------------------- ---------------------- ----------------------------------

FOR THE MCNEIL 5 EXPANSION SPACE (24,256 SQUARE FEET)

           -------------------------------------------- ---------------------- ----------------------------------
                             MONTHS                       BASE RENTAL RATE            TOTAL MONTHLY RENT
                                                               PSF/MO.
           -------------------------------------------- ---------------------- ----------------------------------
                AUGUST 1, 2002 - OCTOBER 31, 2002               $0.00                        $0.00
           -------------------------------------------- ---------------------- ----------------------------------
                NOVEMBER 1, 2002 - APRIL 30, 2005               $.85                      $20,617.60
           -------------------------------------------- ---------------------- ----------------------------------

FOR ALL OF THE PREMISES BEGINNING MAY 1, 2005 (98,156 SQUARE FEET)
           -------------------------------------------- ---------------------- ----------------------------------
                             MONTHS                       BASE RENTAL RATE            TOTAL MONTHLY RENT
                                                               PSF/MO.
           -------------------------------------------- ---------------------- ----------------------------------
                  MAY 1, 2005 - APRIL 30, 2007                  $0.89                     $87,360.62
           -------------------------------------------- ---------------------- ----------------------------------
                  MAY 1, 2007 - APRIL 30, 2009                  $0.92                     $90,305.36
           -------------------------------------------- ---------------------- ----------------------------------
                  MAY 1, 2009 - APRIL 30, 2010                  $0.96                     $94,231.68
           -------------------------------------------- ---------------------- ----------------------------------

These amounts shall be in addition to Tenant's proportionate share of common area maintenance, property taxes, management fees, and insurance as currently provided in the Lease.

All other terms and conditions of the Lease shall remain in full effect.

Except as herein and hereby modified and amended the Agreement of Lease shall remain in full force and effect and all the terms, provisions, covenants and conditions thereof are hereby ratified and confirmed.

DATED AS OF THE 25 DAY OF July, 2002.

WITNESS: AETNA LIFE INSURANCE COMPANY, A CONNECTICUT CORPORATION:
By: UBS Realty Investors, LLC, a Massachusetts limited liability company, its Investment Advisor and Agent:

                  By:      /s/ James G. Hughes
                     -----------------------------------------------------------
                  Name:             James G. Hughes
                       ---------------------------------------------------------
                  Title:            Director
                        --------------------------------------------------------


WITNESS:          LUMINEX CORPORATION:

                           /s/ Mark Chandler

By:               Mark Chandler
--------------------------------------------------------------
Title:            President & CEO
--------------------------------------------------------------

BUILDING:                      McNeil #3

LEGAL DESCRIPTION:             Lot 4, McNeil Road Commercial Subdivision,
                               Section 2, acres 4.7429

ADDRESS:                       12201 Technology Blvd., Suite 145 & 160
                               Austin, Texas 78727

                               [Diagram inserted.]

BUILDING:                      McNeil #4

LEGAL DESCRIPTION:             Lot 10, McNeil Road Commercial Division
                               Section 2

ADDRESS:                       12212 Technology Blvd.
                               Austin, Texas 78727

[Diagram inserted.]

EXHIBIT "A-3"

McNeil #5

44,378 SF

[Diagram inserted.]