PHARMCHEM INC
EXHIBIT 10.12
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<TYPE>EX-10.12
<SEQUENCE>3
<FILENAME>f88702exv10w12.txt
<DESCRIPTION>EXHIBIT 10.12
<TEXT>
<PAGE>
                                                                   EXHIBIT 10.12

                     AMENDMENT TO 1992 DIRECTOR OPTION PLAN

                       (APPROVED BY THE BOARD OF DIRECTORS
                                       ON
                                  MAY 14, 2002)

      RESOLVED, that Section 2(i) of the PharmChem Laboratories, Inc. 1992
Director Option Plan is hereby amended and restated as follows:

            (i) "Fair Market Value" means, as of any date, the value of a share
      of Common Stock determined as follows:

            (i) if the Common Stock is listed on any established stock exchange
      or a national market system, including, without limitation, The Nasdaq
      National Market or The Nasdaq Small Cap Market of The Nasdaq Stock Market,
      its Fair Market Value shall be the closing sales price for such stock (or
      the closing bid, if no sales were reported) as quoted on such exchange or
      system for the last market trading day prior to the time of determination,
      as reported in The Wall Street Journal or such other source as the
      Committee deems reliable; or

            (ii) in the absence of an established market for the Common Stock,
      the Fair Market Value thereof shall be determined in good faith by the
      Board.

                                            /s/ David A. Lattanzio
                                            ---------------------------------
                                            David A. Lattanzio
                                            Secretary of the Meeting

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