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                                  EXHIBIT 4.4

                                AMENDMENT NO. 3
                                       TO
                               ADAC LABORATORIES
                             1992 STOCK OPTION PLAN



         The 1992 Stock Option Plan of ADAC Laboratories (the "Plan") is hereby
amended, effective immediately, as follows:

         1.      Section 3, providing for the number of shares subject to the
Plan, is hereby amended to provide that the maximum aggregate number of shares
that may be optioned and sold under the Plan is 2,446,000 shares of Common
Stock

         2.      Section 5, entitled "Eligibility," is hereby amended to change
the title to "Eligibility; Maximum  Annual Limitation" and to add a new last
sentence to the first paragraph as follows:

                          "The aggregate number of shares of Common Stock with
         respect to which Options may be granted to any one Optionee shall not
         exceed 300,000 shares in any calendar year, subject to adjustment in
         accordance with Section 11."

         3.      The first sentence of Section 4(a)(i), entitled
"Administration of the Plan -- (a) Appointment of Committee," is hereby amended
as follows:

                          "(i)  Before any Option under the Plan is granted to
         an Officer or Director of the Company, the Board shall appoint a
         Committee, comprised of at least two (2) members of the Board, each of
         whom shall be "disinterested," as that term is defined from time to
         time in Rule 16b-3 promulgated under the Securities Exchange Act of
         1934, and, in addition, as may be further defined under Section 162
         (m) of the Internal Revenue Code of 1986."

         4.      In all other respects the Plan is hereby ratified and
confirmed.

         5.      The amendments to the Plan herein set forth have been approved
by the Board of Directors on November 2, 1994 and approved by the shareholders
on March 1, 1995, and are effective as of such later date.

                                            By order of the Board of Directors:


                                            By /s/ Stanley D. Czerwinski        
                                               --------------------------------
                                               Stanley D. Czerwinski,
                                               Chairman of the Board