
					

                            HOLOGIC, INC.

                              SECOND
                       AMENDED AND RESTATED
               1990 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN 

	1.	Purpose.  The purpose of this 1990 Non-Employee Director Stock 
Option Plan is to attract and retain the services of experienced and 
knowledgeable independent directors of the Corporation for the benefit of the 
Corporation and its stockholders and to provide additional incentives for such 
independent directors to continue to work for the best interests of the 
Corporation and its stockholders through continuing ownership of its common 
stock.

	2.	Definitions.  As used herein, each of the following terms has the 
indicated meaning:

	"Corporation" means Hologic, Inc.

	"Eligible Director" means each director of the Corporation who is not 
then an employee of the Corporation or affiliated with any holder of more than 
5% of the outstanding voting stock of the Corporation.

	"Fair Market Value" means the last sale price of the Shares as reported 
on the National Association of Securities Dealers Automated Quotation System 
("NASDAQ") or on a national securities exchange on which the Shares may be 
traded on the date of the granting of the Option, or if such date is not a 
business day, the first business day preceding such grant.  If the Shares are 
not publicly traded, the fair market value shall mean the fair market value of 
the Shares as determined by the Board of Directors.

	"Option" means the contractual right to purchase Shares upon the specific 
terms set forth in this Plan.

	"Option Exercise Period" means the period commencing on the date of grant 
of an Option pursuant to this Plan and ending ten years from the date of 
grant.

	"Plan" means this amended and restated Hologic, Inc. 1990 Non-Employee 
Director Stock Option Plan.
 
	"Shares" means the Common Stock, $.01 par value, of the Corporation.

	3.	Stock Subject to the Plan.  The aggregate number of Shares that may 
be issued and sold under the Plan shall be 100,000 shares.  The Shares to be 
issued upon exercise of Options granted under this Plan shall be made 
available, at the discretion of the Board of Directors, from (i) treasury 
Shares and/or Shares reacquired by the Corporation for such purposes, 
including Shares purchased in the open market, (ii) authorized but unissued 
Shares, and (iii) Shares previously reserved for issuance upon exercise of 
Options which have expired or been terminated.  If any Option granted under 
this Plan shall expire or terminate for any reason without having been 
exercised in full, the unpurchased Shares covered thereby shall become 
available for grant as additional Options under the Plan so long as it shall 
remain in effect.

	4.	Administration of the Plan.  The Plan shall be administered by the 
Board of Directors of the Corporation (the "Board").  The Board shall, subject 
to the provisions of the Plan, grant options under the Plan and shall have the 
power to construe the Plan, to determine all questions as to eligibility, and 
to adopt and amend such rules and regulations for the administration of the 
Plan as it may deem desirable.  The Board may delegate any and all of its 
authority hereunder to one or more Committees of the Board.

	5.	Eligibility; Grant of Options.  Each Eligible Director shall be 
granted an option to acquire 5,000 Shares (the "Initial Option") effective on 
the date he or she is first elected to the Board.  In addition, each Eligible 
Director who has served as a Director for a full fiscal year will be entitled 
to receive options to purchase an additional 4,000 shares of Common Stock on 
December 15 of each year (provided the director continues to be an Eligible 
Director on that Date) until the director has received options to purchase 
22,000 additional shares (the "Additional Options"). 

	6.	Terms of Options and Limitations Thereon.

		(a)	Option Agreement.  Each Option granted under this Plan shall 
be evidenced by an option agreement between the Corporation and the Option 
holder and shall be upon such terms and conditions not inconsistent with this 
Plan as the Board may determine.  Each Option shall explicitly state that it 
is not intended to be an "incentive stock option" as that term is defined in 
Section 422 of the Internal Revenue Code.

		(b)	Price.  The price at which any Shares may be purchased 
pursuant to the exercise of an Option shall be the Fair Market Value of the 
Shares on the date of grant, but in no event shall the price be less than the 
par value of the Shares.

		(c)	Exercise of Options.  Subject to Paragraph 7 of this Plan, 
each Option granted under this Plan may be exercised in full at one time or in 
part from time to time only during the Option Exercise Period on the giving of 
written notice, signed by the person or persons exercising the Option, to the 
Corporation stating the numbers of Shares with respect to which the Option is 
being exercised, accompanied by full payment for such Shares pursuant to 
Paragraph 7(b) hereof; provided however, (i) if a person to whom an Option has 
been granted is permanently disabled or dies during the Option Exercise 
Period, the portion of such Option then exercisable, as provided in Paragraph 
7(a), shall be exercisable by him or her or by the executors, administrators, 
legatees or distributees of his or her estate during the 12 months following 
his or her or death or permanent disability and, (ii) if a person to whom an 
Option has been granted ceases to be a director of the Corporation for any 
cause other than death or permanent disability, the portion of Option then 
exercisable shall be exercisable during the thirty (30) day period following 
the date such person ceased to be a director, but, in any event, only to the 
extent vested pursuant to Paragraph 7(a) hereof.

		(d)	Non-Assignability.  No Option or right or interest in an 
Option shall be assignable or transferable by the holder except by will or the 
laws of descent and distribution and during the lifetime of the holder shall 
be exercisable only by him or her.  

	7.	Vesting; Payment.

		(a)	Options granted under this Plan may be exercised as follows:  
the Initial Options may be exercised during the Option Exercise Period at the 
rate of 20% per year, commencing one year after the date of grant, such that 
the Option may be exercised in full from and after five years from the date of 
grant, and the Additional Options may be exercised during the Option Exercise 
Period at any time after six months from the date of grant.

		(b)	The purchase price of Shares upon exercise of an Option shall 
be paid by the Option holder in full upon exercise and may be paid (i) in 
cash, (ii) by delivery of Shares having a Fair Market Value on the date of 
exercise equal to the purchase price, or (iii) any combination of cash and 
Shares, as the Board may determine.

		(c)	No Shares shall be issued or transferred upon exercise of any 
Option under this Plan unless and until all legal requirements applicable to 
the issuance or transfer of such shares and such other requirements as are 
consistent with the Plan have been complied with to the satisfaction of the 
Board, including without limitation those described in Paragraph 10 hereof.

	8.	Stock Adjustments.

		(a) 	If the Corporation is a party to any merger or consolidation, 
any purchase or acquisition of property or stock, or any separation, 
reorganization or liquidation, the Board (or, if the Corporation is not the 
surviving corporation, the Board of Directors of the surviving corporation) 
shall have the power to make arrangements, which shall be binding upon the 
holders of unexpired Options, for the substitution of new options for, or the 
assumption by another corporation of, any unexpired Options then outstanding 
hereunder.

		(b)	If by reason of recapitalization, reclassification, stock 
split-up, combination of shares, separation (including a spin-off) or dividend 
on the Stock payable in Shares, the outstanding Shares of the Corporation are 
increased or decreased or changed into or exchanged for a different number or 
kind of shares or other securities of the Corporation, the Board shall 
conclusively determine the appropriate adjustment in the exercise prices of 
outstanding Options and in the number and kind of shares as to which 
outstanding Options shall be exercisable.

		(c)	In the event of a transaction of the type described in 
Paragraphs (a) and (b) above, the total number of Shares on which Options may 
be granted under this Plan shall be appropriately adjusted by the Board.

 	9.	No Rights Other Than Those Expressly Created.  No person affiliated 
with the Corporation or other person shall have any claim or right to be 
granted an Option hereunder.  Neither this Plan nor any action taken hereunder 
shall be construed as (i) giving any Option holder any right to continue to be 
affiliated with the Corporation, (ii) giving any Option holder any equity or 
interest of any kind in any assets of the Corporation, or (iii) creating a 
trust of any kind or a fiduciary relationship of any kind between the 
Corporation and any such person.  No Option holder shall have any of the 
rights of a stockholder with respect to Shares covered by an Option until such 
time as the Option has been exercised and Shares have been issued to such 
person.

	10.	Miscellaneous.

		(a)	Withholding of Taxes.  Pursuant to applicable federal, state, 
local or foreign laws, the Corporation may be required to collect income or 
other taxes upon the grant of an Option to, or exercise of an Option by, a 
holder.  The Corporation may require, as a condition to the exercise of an 
Option, that the recipient pay the Corporation, at such time as the Board 
determines, the amount of any taxes which the Board may determine is required 
to be withheld.

		(b)	Securities Law Compliance.  Upon exercise of an Option, the 
holder shall be required to make such representations and furnish such 
information as may, in the opinion of counsel for the Corporation, be 
appropriate to permit the Corporation to issue or transfer the Shares in 
compliance with the provisions of applicable federal or state securities laws.  
The Corporation, in its discretion, may postpone the issuance and delivery of 
Shares upon any exercise of an Option until completion of such registration or 
other qualification of such Shares under any federal or state laws, or stock 
exchange listing, as the Corporation may consider appropriate.  The 
Corporation is not obligated to register or qualify the Shares under federal 
or state securities laws and may refuse to issue such Shares if neither 
registration nor exemption therefrom is practical.  The Board may require that 
prior to the issuance or transfer of any Shares upon exercise of an Option, 
the recipient enter into a written agreement to comply with any restrictions 
on subsequent disposition that the Board or the Corporation deems necessary or 
advisable under any applicable federal and state securities laws.  
Certificates representing the Shares issued hereunder may be legended to 
reflect such restrictions.

		(c)	Indemnity.  The Board shall not be liable for any act, 
omission, interpretation, construction or determination made in good faith in 
connection with its responsibilities with respect to the Plan, and the 
Corporation hereby agrees to indemnify the members of the Board, in respect of 
any claim, loss, damage, or expense (including counsel fees) arising from any 
such act, omission, interpretation, construction or determination to the full 
extent permitted by law.

	11.	Effective Date; Amendment; Termination.

		(a)	The effective date of this Plan shall be the date of the 
approval of stockholders of the Corporation holding at least a majority of the 
voting stock of the Corporation.

		(b)	The date of grant of any Option granted hereunder shall be 
the date upon which the Eligible Director to whom the Option is granted 
becomes a director of the Company.

		(c)	The Board, or any Committee who has been delegated the 
authority to do so, may at any time, and from time to time, amend, suspend or 
terminate this Plan in whole or in part.  Provided however, that so long as 
there is a requirement under Rule 16b-3 under the Securities Exchange Act of 
1934, as amended, for stockholder approval of a Plan and certain amendments 
thereto, any such amendment which (i) materially increases the number of 
Shares which may be subject to Options granted under the Plan, (ii) materially 
increases the benefits accruing to participants in the Plan, or (iii) 
materially modifies the requirement for eligibility to participate in the 
Plan, shall be subject to stockholder approval, to the extent so required 
under said Rule; and provided further that the Plan may not be modified more 
often than once every six months to materially modify (i) the requirements for 
eligibility under the Plan, (ii) the timing of the grants of Options under the 
Plan or (iii) the number of Shares subject to Options to be granted under the 
Plan.  Except as provided herein, no amendment, suspension or termination of 
this Plan may adversely affect the rights of any person under an Option that 
has been granted to such person without such person's consent.

		(d)	This Plan shall terminate January 3, 2000, and no Option 
shall be granted under this Plan thereafter, but such termination shall not 
affect the validity of Options granted prior to the date of termination.

Date of Original Board of Director Adoption: January 3, 1990

Date of Original Stockholder Adoption: January 10, 1990

Date of Amendments:

Board of Director Approval		                Stockholder Approval
- -------------------------                  ---------------------
December 13, 1991 (amended and	              February 10, 1992
  restated)		

December 10, 1993		                         	February 25, 1994

December 4, 1995 (second                   		February 27, 1996
amendment and restatement)




