Exhibit 10.42

                                 AMENDMENT NO. 5

                                       TO

                       INVERNESS MEDICAL INNOVATIONS, INC.

                      2001 STOCK OPTION AND INCENTIVE PLAN

     The Inverness Medical Innovations, Inc. 2001 Stock Option and Incentive
Plan (the "Plan") is hereby amended by deleting the first sentence of Section
3(a) of the Plan and replacing it with the following:

     "The maximum number of shares of Stock reserved and available for issuance
     under the Plan shall be 8,074,081 shares, subject to adjustment as provided
     in Section 3(b)."

     Except as herein amended, the provisions of the Plan shall remain in full
force and effect.

AS APPROVED BY THE BOARD OF DIRECTORS: October 30, 2006

AS APPROVED BY THE STOCKHOLDERS: December 15, 2006