0001169232-05-002074 Sample Contracts

INCENTIVE STOCK OPTION AGREEMENT
Incentive Stock Option Agreement • April 12th, 2005 • Ez Em Inc • In vitro & in vivo diagnostic substances • Delaware

THIS AGREEMENT is made as of «STARTDATE» (the “Grant Date”) between E-Z-EM, Inc. (the “Company”) and «FIRSTNAM» «LASTNAM» (the “Optionee”). Terms used but not defined herein have the same meaning as in the Company’s 2004 Stock and Incentive Award Plan (the “Plan”) unless the context suggests otherwise. All references to Sections in this Agreement refer to Sections of this Agreement unless otherwise indicated.

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NON-STATUTORY STOCK OPTION AGREEMENT
Non-Statutory Stock Option Agreement • April 12th, 2005 • Ez Em Inc • In vitro & in vivo diagnostic substances • Delaware

THIS AGREEMENT is made as of «STARTDATE» (the “Grant Date”) between E-Z-EM, Inc. (the “Company”) and «FIRSTNAM» «LASTNAM» (the “Optionee”). Terms used but not defined herein have the same meaning as in the Company’s 2004 Stock and Incentive Award Plan (the “Plan”) unless the context suggests otherwise. All references to Sections in this Agreement refer to Sections of this Agreement unless otherwise indicated.

ASSET PURCHASE AGREEMENT by and among E-Z-EM, Inc. — and — O’Dell Engineering Ltd. — and — Philip C. O’Dell
Asset Purchase Agreement • April 12th, 2005 • Ez Em Inc • In vitro & in vivo diagnostic substances • New York

THIS ASSET PURCHASE AGREEMENT (the “Agreement”) is entered into and effective as of January 16, 2005 by and among E-Z-EM, Inc., a corporation organized and existing under the laws of the State of Delaware (“Purchaser”), O’Dell Engineering Ltd., a corporation organized and existing under the laws of Ontario (“Seller”) and Mr. Philip O’Dell, an individual resident in the Province of Ontario (“Shareholder”).

NON-STATUTORY STOCK OPTION AGREEMENT FOR MEMBERS OF THE BOARD OF DIRECTORS
Non-Statutory Stock Option Agreement • April 12th, 2005 • Ez Em Inc • In vitro & in vivo diagnostic substances • Delaware

THIS AGREEMENT is made as of «STARTDATE» (the “Grant Date”) between E-Z-EM, Inc. (the “Company”) and «FIRSTNAM» «LASTNAM» (the “Optionee”). Terms used but not defined herein have the same meaning as in the Company’s 2004 Stock and Incentive Award Plan (the “Plan”) unless the context suggests otherwise. All references to Sections in this Agreement refer to Sections of this Agreement unless otherwise indicated.

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