AMENDMENT NO. 2
                                    TO
                              ADAC LABORATORIES
                     EMPLOYEE STOCK PURCHASE PLAN (1994)

       The Employee Stock Purchase Plan (1994) (the "Plan") of ADAC
Laboratories, a California corporation (the "Company"), is hereby amended
in the following respects:

       1.  Number of Shares to be Offered.  The first sentence of Section 4,
entitled "Number of Shares to be Offered," is deleted in its entirety and the
following sentence is substituted in its place:

          The maximum aggregate number of shares which shall be offered
          under the Plan shall be 370,000 shares of Stock, subject to
          adjustment as provided in Section 8 hereof.


This amendment reflects an increase in the number of shares authorized for
issuance under the Plan by 100,000 shares.

          2.  Effective Date.  Except as amended above, in all other respects
the Plan is hereby ratified and confirmed.  The amendment of the Plan, as 
set forth above, was approved by the Board of Directors on November 10, 1997
and by the shareholders on March 5, 1998.  

                                       By Order of the Board of Directors:

                                       By:  /s/ Karen L. Masterson
                                            Karen L. Masterson
                                            Secretary