DYNACARE LABORATORIES


TO:         To All Dynacare Employees

FROM:       Harvey A. Shapiro, President & CEO
            Osama I. Sherif, Executive Vice President & COO

DATE:       June 10, 2002

RE:         Acquisition

We would like to provide you with the latest information on activities related
to the pending acquisition of Dynacare by Laboratory Corporation of America(R)
Holdings (LabCorp(R)).

A Steering Committee has been established to direct the implementation of all
integration activities. It has met twice since the acquisition announcement and
continues to guide the overall integration process. An Integration Committee of
both Dynacare and LabCorp representatives has also been formed to identify the
most critical issues to be addressed after the closing. This committee has met
three times since the May 9 announcement and has completed the organization of
14 subcommittees. Each Integration Subcommittee has conducted meetings and begun
the process of developing in-depth integration plans for its respective areas.
Integration Subcommittees have been formed for the following areas to plan for
the integration that will be implemented after the closing:


Sales                                    Finance/Tax and Corporate
Systems and Connectivity                 Joint Ventures and Hospital Management
Science/Technology and Purchasing        Internal and External Communications
Molecular Testing                        Synergy Monitoring
Billing                                  LabCorp's Midwest Division
Human Resources                          LabCorp's Central Division
Legal/Compliance/Regulatory              LabCorp's West Division


Dynacare and LabCorp have always been committed to the hardworking, dedicated
people who have contributed to the success of their organizations. We believe
the synergy of talent from both Dynacare and LabCorp will result in a
world-renowned organization that is truly unmatched in quality testing and
customer service.

We have received your questions through the Dynacare Hotline and other sources
regarding the acquisition. Most of these questions specifically address the
status of employee positions, salaries, and benefits. At this time, the Steering
Committee is still in the early stages of planning the transition. We will
respond to your questions just as soon as decisions are made and we are able to
share more specific information. We also hope that you will continue to use the
Dynacare Hotline since your questions are very important.

Although approvals of the acquisition are anticipated within the next few
months, it is extremely important for both Dynacare and LabCorp to continue
operating as two independent companies until the acquisition is completed.
Although it is appropriate for the two companies to plan for integration, any
activity that interferes with our continued competition is against company
policy. We must remain focused on providing our clients with the highest quality
services they have come to expect from Dynacare.

                         *******************************

Security holders of Dynacare Inc. are urged to read the proxy statement
regarding the proposed Plan of Arrangement when it is finalized and distributed
to security holders because it will contain important information for making an
informed decision. The definitive proxy statement will be filed with the U.S.
Securities and Exchange Commission (the "SEC') by Dynacare, and security holders
may obtain a free copy of such proxy statement when it becomes available, and


other documents filed with the SEC by Dynacare, at the SEC's website at
www.sec.gov. The definitive proxy statement, when it becomes available, and
other documents filed by Dynacare, may also be obtained free of charge by
directing a request to Dynacare Inc., 14900 Landmark Boulevard, Suite 200,
Dallas, Texas 75254, attention: Zbig S. Biskup, Executive Vice President and
Chief Financial Officer and Secretary.

Dynacare and its directors and executive officers may be deemed to be
participants in the solicitation of proxies from the security holders of
Dynacare in favor of the transaction. The directors and executive officers of
Dynacare and their beneficial ownership of Dynacare common stock as of April 15,
2002 are set forth in the proxy statement for the 2002 annual meeting filed by
Dynacare on April 30, 2002. Security holders of Dynacare may obtain additional
information regarding the interests of such participants by reading the
definitive proxy statement when it becomes available.




















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