CONSULTANT AGREEMENT



         THIS CONSULTANT AGREEMENT (the "Agreement") is effective as of the 5th

day of September, 2002 (the "Effective Date"), by and between Mark B. Chandler,

Ph.D. ("Consultant") and Luminex Corporation, a Delaware corporation (the

"Company").



         WHEREAS, the Company has entered into an Asset Purchase Agreement,

effective as of September 5, 2002, with Rules-Based Medicine, Inc., a Delaware

corporation and wholly owned subsidiary of the Company ("Seller"), and RBM

Acquisition, Inc., a Delaware corporation ("Buyer"), pursuant to which Buyer is

purchasing certain assets of Seller and assuming the liabilities of Seller

relating to the business (the "RBM Business") of developing and commercializing

testing services and reagent kit products for the pharmaceutical, diagnostics,

toxicology, epidemiology and biotechnology markets, generating and selling

access to a database of information from blood samples and other fluids or

tissues and determining the relevance of such information and establishing an

intellectual property position around the relationship of the information to

health and disease including diagnostics, prognostics and therapeutics (the

"Transaction");



         WHEREAS, Consultant has served as the President and Chief Executive

Officer of the Company pursuant to the terms of the Employment Agreement, dated

as of March 10, 2000 (the "Employment Agreement") and as a member of the Board

of Directors and serving in the capacity of Chairman; and



         WHEREAS, Consultant will resign from his employment with the Company

and in his capacity as a director effective September 5, 2002, enter into this

Agreement and shall become employed by Buyer.



         NOW, THEREFORE, in consideration of the foregoing and the covenants,

representations and agreements set forth below, the Company and Consultant

hereby agree as follows:





         1. Retention as Consultant. The Company hereby retains Consultant, and

Consultant hereby agrees to render services to the Company, upon the terms and

conditions contained in this Agreement. Consultant hereby confirms his

resignation as an officer and director of the Company effective as of September

5, 2002.



         2. Term of the Agreement. The term of this Agreement (the "Term") shall

commence on the Effective Date and shall terminate on the first anniversary of

the Effective Date.



         3. Services to be Provided by Consultant.



            3.1. Scope, Responsibilities and Duties. Consultant agrees to

         provide consulting services to the Company so that the Company may have

         the benefit of the experience and knowledge possessed by Consultant,

         including but not limited to meeting



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         with customers, providing technical advice on Company products and

         services, providing general business advice, marketing and strategic

         input, personnel support and such other matters as reasonably requested

         by the Board of Directors or the Chief Executive Officer of the Company

         (the "Services"). Such Services shall be performed at times and places

         selected by mutual agreement of the Company and Consultant within

         normal business hours, which services shall be reasonably related to

         Consultant's previous responsibilities with the Company prior to the

         date of this Agreement and only as reasonably needed by the Company.

         Consultant shall not be required to perform the Services at the offices

         of the Company except as Consultant may from time to time agree.

         Consultant shall not be expected to be available to perform such

         services on a daily basis, it being acknowledged that Consultant shall

         have substantial duties and responsibilities with respect to the RBM

         Business of Buyer and scheduling of any Services shall be subject to

         such duties and responsibilities. Consultant agrees to provide the

         Services from time to time as requested by the Board of Directors or

         the Chief Executive Officer of the Company upon reasonable advance

         notice. It shall be the duty of Consultant in rendering the Services to

         make such periodic reports to the Company relating to the Services as

         the Chief Executive Officer or the Board of Directors of the Company

         may, from time to time, reasonably request.



            3.2. Non-exclusivity. Subject to the provisions of Sections 7 and 9

         below, Consultant by reason of the obligations ascribed to him

         hereunder shall not be limited in any manner in accepting other

         employment and performing services for others, provided he fully

         performs his obligations hereunder.



         4. Compensation. As compensation for the Services to be provided by

Consultant to the Company, the Company shall pay to Consultant, and Consultant

agrees to accept the following:



            4.1. Cash Compensation. Consultant shall receive a fee of $350,000

         during the Term, payable in equal payments during the Term consistent

         with the timing of the payroll distributions of the Company.



            4.2. Stock Options. Consultant will be entitled to exercise his

         vested options for the purchase of the Company's common stock, $.001

         par value per share ("Common Stock"), which are set forth on Exhibit A

         attached hereto, for the lesser of (i) the life of the option or (ii)

         two (2) years from the date hereof. All unvested options to purchase

         Common Stock held by Consultant shall be terminated as of his last day

         of employment.



         Consultant shall not be entitled to any other compensation for the

Services to be provided hereunder, except as provided herein. The Company shall

not be responsible for withholding from the compensation payable to Consultant

any amounts for federal, state or local income taxes, social security or state

disability or unemployment insurance.



         5. Expenses. Upon receipt of itemized vouchers, expense account reports

and supporting documents submitted to the Company in accordance with the

Company's procedures then in effect, the Company shall reimburse Consultant for

all reasonable and necessary business

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