DYNACARE INC
EXHIBIT 10.7
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>8
<FILENAME>0008.txt
<DESCRIPTION>EXHIBIT 10.7
<TEXT>

                                                                    Exhibit 10.7


                                    AGREEMENT


THIS AGREEMENT dated the 22nd day of November, 2000.

A M O N G:


               DYNACARE INC., a corporation incorporated under
               the laws of the Province of Ontario

               (hereinafter referred to as the "Corporation")

                                                              OF THE FIRST PART

               - and -


               MICHAEL E. LATNER , of the City of Toronto, in
               the Province of Ontario

               (hereinafter referred to as the "Executive")

                                                             OF THE SECOND PART


         WHEREAS the parties hereto are parties to an employment agreement made
the 4th day of March, 1997 with respect to the Executive's employment with the
Corporation (the "Employment Agreement"); and

         WHEREAS the parties hereto now wish to terminate the Employment
Agreement and the Executive's employment with the Corporation on the terms and
conditions set out herein;

         NOW THEREFORE THIS AGREEMENT WITNESSETH that for good and valuable
consideration now paid by each party to the other party (the receipt and
sufficiency of which are hereby acknowledged), the parties hereto covenant and
agree as follows:

1.        Termination of Employment Agreement

         The Employment Agreement and the Executive's employment with the
Corporation are hereby terminated and the parties hereto acknowledge that the
Employment Agreement shall be of no further force or effect.



<PAGE>
2.       Termination Payment

         The Corporation hereby agrees to pay forthwith to the Executive the sum
of Cdn$1,100,000 (the "Termination Payment"), less any deductions or
withholdings required by law.

3.       Release

         (a) The Executive does hereby remise, release and forever discharge the
         Corporation and its partners, officers, directors, employees and
         agents, any related companies and their officers, directors, employees
         and agents (collectively, the "Releasees") all manner of actions,
         causes of action, deeds, suits, proceedings, debts, dues, duties,
         accounts, bonds, covenants, contracts, claims, demands, damages (known
         or unknown), sums of money, controversies, promises, doings, actions,
         variances, trespasses, grievances, executions and liabilities
         whatsoever both in law and in equity which against the Releasees either
         of the undersigned ever had, now has or hereafter can, shall or may
         have for or by reason of or in respect of any cause, act, matter or
         thing whatsoever existing up to and including the date hereof,
         including, without limiting the foregoing, any claims arising out of
         the Employment Agreement or in any way related to the Executive's
         employment with the Corporation or the cessation of the Executive's
         employment with the Corporation.

         (b) Without limiting the generality of the foregoing paragraph, the
         Executive specifically acknowledges that any amounts which may be owing
         to the Executive pursuant to the Employment Standards Act, including
         sections 57 (termination pay) and 58 (severance pay) of the Employment
         Standards Act, have been received.

         (c) The Executive further covenants and agrees not to join, assist, aid
         or act in concert in any manner whatsoever with any other person, firm
         or corporation in the making of any claim or demand or in the bringing
         of any proceeding or action in any manner whatsoever against the
         Releasees, and not to make any claim or demand nor bring any proceeding
         or action in any manner whatsoever against any person, firm or
         corporation who might claim contribution or indemnity from the
         Releasees, arising out of or in relation to the matters hereinbefore
         remised, released or discharged.

4.       Taxes

         The Executive undertakes and agrees to pay the Receiver General of
Canada any income tax or Human Resources Development Canada employment insurance
charges or penalties of any kind that are or may subsequently be levied against
the Executive or the Releasees in respect of all payments made under this
Agreement and, in the event that any proceedings are commenced or levied by the
Receiver General of Canada in respect of any payments aforesaid against the
Releasees, the Executive agrees to indemnify and save harmless the Releasees as
to any legal fees or disbursements and any money that might be required to be
paid either to the Receiver General of Canada or Revenue Canada or by any court
with respect to the payment hereunder.


                                       2
<PAGE>
5.       Confidentiality

         The Executive acknowledges and agrees that:

         (a) in the course of performing his duties and responsibilities for the
         Corporation, he has had access to and has been entrusted with detailed
         confidential information and trade secrets (printed or otherwise)
         concerning past, present, future and contemplated projects, services,
         operations, joint ventures, and bidding techniques and procedures of
         the Corporation and its subsidiaries, including, without limitation,
         information relating to addresses, preferences, needs and requirements
         of past, present and prospective clients, customers, suppliers and
         employees of the Corporation and its subsidiaries (collectively, "Trade
         Secrets"), the disclosure of any of which to competitors of the
         Corporation or to the general public, or the use of same by the
         Executive or any competitor of the Corporation or any of its
         subsidiaries, would be highly detrimental to the interests of the
         Corporation;

         (b) in the course of performing his duties and responsibilities for the
         Corporation, the Executive has been a representative of the Corporation
         to its customers, clients and suppliers and as such has had significant
         responsibility for maintaining and enhancing the goodwill of the
         Corporation with such customers, clients and suppliers and would not
         have, except by virtue of his employment with the Corporation,
         developed a close and direct relationship with the customers, clients
         and suppliers of the Corporation; and

         (c) the right to maintain the confidentiality of the Trade Secrets, the
         right to preserve the goodwill of the Corporation and the right to the
         benefit of any relationships that have developed between the Executive
         and the customers, clients and suppliers of the Corporation by virtue
         of the Executive's employment with the Corporation constitute
         proprietary rights of the Corporation, which the Corporation is
         entitled to protect.

         In acknowledgement of the matters described above and in consideration
of the payments to be received by the Executive pursuant to this Agreement, the
Executive hereby agrees that he will not directly or indirectly disclose to any
person or in any way make use of (other than for the benefit of the
Corporation), in any manner, any of the Trade Secrets, provided that such Trade
Secrets shall be deemed not to include information that is or becomes generally
available to the public other than a result of disclosure by the Executive.

6.       Non-Solicitation and Non-Competition

         (a) The Executive agrees that for the period of two years next
         following the date of this Agreement, he will not on his own account or
         as director, representative, employee, or agent for any person, firm,
         or company be engaged directly or indirectly (except as a shareholder
         in a publicly traded corporation holding less than 5% of the issued and
         outstanding securities of any class of such corporation) in any
         business which is engaged in activities similar to or competing with
         those of the Corporation (presently being the provision of clinical
         laboratory

                                       3
<PAGE>
         services in the United States and Canada, including the ownership and
         operation of clinical laboratories and the provision of clinical
         testing services to hospitals and other health care providers under
         long term or other contractual arrangements, including joint ventures).

         (b) The Executive shall not, for a period of two (2) years next
         following the date of this Agreement, solicit or seek to obtain orders
         from or interfere with or endeavour to entice away any client or
         customer of the Corporation with whom he has come in contact, or of
         whom he has knowledge, during the course of his employment with the
         Corporation.

         (c) The Corporation shall be entitled to counter any violation of this
         section 6 by interim injunction without security and the Executive
         shall incur full liability to the Corporation for any violation.

         (d) The covenants contained in this section 8 are separate and several
         and the Executive acknowledges that the restrictions herein contained
         on his activities are reasonable to protect the business interests of
         the Corporation and that such agreements are given for valuable
         consideration and are valid and enforceable.

7.       Return of Materials

         All files, forms, brochures, books, materials, written correspondence,
memoranda, documents, manuals, computer disks, software products and lists
(including lists of customers, suppliers, products and prices) pertaining to the
business of the Corporation or any of its subsidiaries and associates that has
or may come into the possession or control of the Executive are the property of
the Corporation or such subsidiary or associate, as the case may be. The
Executive agrees to deliver promptly to the Corporation all such property of the
Corporation in the possession of the Executive or directly or indirectly under
the control of the Executive.

8.       General Provisions

         (a) Whenever possible, each provision of this Agreement will be
         interpreted in such manner as to be effective and valid under
         applicable law, but if any provision of this Agreement is held to be
         invalid, illegal or unenforceable in any respect under any applicable
         law or rule in any jurisdiction, such invalidity, illegality or
         unenforceability will not affect any other provision or any other
         jurisdiction, but this Agreement will be reformed, construed and
         enforced in such jurisdiction as if such invalid, illegal or
         unenforceable provision had never been contained herein.

         (b) This Agreement and those documents expressly referred to herein
         constitute the entire agreement and understanding among the parties and
         supersede and preempt any prior understandings, agreements or
         representations by or among the parties, written or oral, which may be
         related to the subject matter hereof in any way.


                                       4
<PAGE>
         (c) This Agreement may be executed in separate counterparts, each of
         which is deemed to be an original and all of which taken together
         constitute one and the same agreement.

         (d) All questions concerning the construction, validity and
         interpretation of this Agreement and the exhibits hereto will be
         governed by and construed in accordance with the internal laws of
         Ontario, without giving effect to any choice of law or conflict of law
         provision or rule (whether of Ontario or any other jurisdiction) that
         would cause the application of the laws of any jurisdiction other than
         Ontario.

         (e) Neither party may assign, pledge or encumber his or its interest in
         this Agreement nor assign any of his or its rights or duties under this
         Agreement without the prior written consent of the other party.

         (f) This Agreement shall be binding on and enure to the benefit of the
         successors and permitted assigns of the Corporation and the heirs,
         executors, personal legal representatives and permitted assigns of the
         Executive.

         (g) Any notice or other communication required or permitted to be given
         hereunder shall be in writing and either delivered by hand or mailed by
         prepaid registered mail. At any time other than during a general
         discontinuance of postal service due to strike, lock-out or otherwise,
         a notice so mailed shall be deemed to have been received three business
         days after the postmarked date thereof or, if delivered by hand, shall
         be deemed to have been received at the time it is delivered. If there
         is a general discontinuance of postal service due to strike, lockout or
         otherwise, a notice sent by prepaid registered mall shall be deemed to
         have been received three business days after the resumption of postal
         service. Notices shall be addressed as follows:

                  (i)      If to the Corporation:

                           20 Eglinton Avenue West
                           Suite 1600
                           Toronto, Ontario
                           M4R 2H1

                           with a copy to:

                           Golder, Thoma, Cressey, Rauner, Inc.
                           6100 Sears Tower
                           Chicago, Illinois
                           60606 6402

                           Attention:       Bruce Rauner


                                       5
<PAGE>
                  (ii)     If to the Executive:

                           19 Old Forest Hill Road
                           Toronto, Ontario
                           M5P 2P6

         (h) The Executive hereby represents and warrants to the Corporation and
         acknowledges and agrees that he had the opportunity to seek and was not
         prevented nor discouraged by the Corporation from seeking independent
         legal advice prior to the execution and delivery of this Agreement and
         that, in the event that he did not avail himself of that opportunity
         prior to signing this Agreement, he did so voluntarily without any
         undue pressure and agrees that his failure to obtain independent legal
         advice shall not be used by him as a defence to the enforcement of his
         obligations under this Agreement. The Executive further acknowledges
         that he has read this Agreement, understands this Agreement, and agrees
         to be bound by this Agreement.




             [The remainder of this page left intentionally blank]

















                                       6
<PAGE>
         IN WITNESS WHEREOF the parties hereto have executed this Agreement the
date first written above.


                                DYNACARE INC.

                                By: /s/ Harvey Shapiro
                                    ------------------------------------------
                                         Name: Harvey Shapiro
                                         Title: Chief Executive Officer



                                /s/ Michael E. Latner
                                -------------------------------------------
Witness                         Michael E. Latner




















                                       7
</TEXT>
</DOCUMENT>
