Exhibit 10.43


                    EMPLOYMENT AGREEMENT (the “Agreement”), dated as of August 8, 2005, by and between LabOne, Inc. a Missouri corporation (the
“Company”), and W. THOMAS GRANT, II (“Executive”). 


                    WHEREAS, Quest Diagnostics, Inc., a Delaware corporation, (“Parent”), Fountain, Inc., a Missouri corporation and a wholly owned subsidiary of Parent
(“Purchaser”) and the Company have entered into an Agreement and Plan of Merger, dated as of August __, 2005 (the “Merger
Agreement”); 


                    WHEREAS, pursuant to the terms of the Merger Agreement, Parent and the Company will enter into a business combination transaction pursuant to which Purchaser will merge with and into the Company, with the Company being the
surviving corporation; 


                    WHEREAS, Executive is currently employed by the Company, pursuant to an Employment Agreement dated as of February 11, 2000 (the “Prior Agreement”); and



                    WHEREAS, subject to the consummation of the transactions contemplated by the Merger Agreement, the Company desires to employ Executive on a full-time basis and Executive desires to be so employed by the Company;


                    NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein (including, without limitation, the Company’s employment of Executive and the advantages and benefits thereby inuring to Executive) and
for other good and valuable consideration, the receipt, adequacy and sufficiency of which are hereby acknowledged by each party hereto, the parties hereby agree as follows: 


          1.                      Effectiveness of Agreement and Employment of Executive. 


                    1.1          Effectiveness
of Agreement. This Agreement shall become effective
upon the  Closing (as defined in the Merger Agreement), and Executive’s
employment under this Agreement shall commence on the date of the Closing (the “Effective
Date”). In the event
that the Closing does not occur, this Agreement shall be null and void and shall
have no force and effect. 


                    1.2          Employment
by the Company. The Company hereby employs Executive
as Senior Vice  President and President, SolutionsOne and
Executive hereby accepts such employment with the Company as of the Effective
Date. Executive shall initially report to, and perform such duties and  services
for the Company and its subsidiaries and affiliates (such subsidiaries and affiliates,
collectively, “Affiliates”)
as may be designated from time to time by the Chairman  and Chief Executive Officer,
or such other person designated by the Company. During his employment, Executive
shall use his best and most diligent efforts to promote the interests of the
Company and its Affiliates, and shall devote all of his  business time and attention
to his employment under this Agreement. During his employment Executive shall
be subject to all policies, practices and procedures of the Company and the Parent
as in effect from time to 












time. Executive acknowledges that he shall be required to travel on business in connection with the performance of his duties hereunder. 


          2.                      Compensation and Benefits; Equity Awards.


                    2.1          (a)           Salary.
The Company shall pay Executive for services during his employment  under this
Agreement a base salary of no less than the annual rate of $365,000 (“Base
Salary”). Any and all increases to Executive’s
Base Salary shall be determined by the  Company, in its sole discretion. Such
Base Salary shall be payable in equal installments, no less frequently than monthly,
pursuant to the Company’s customary payroll policies in force at the time
of payment, less any required or authorized  payroll deductions. 


                    (b)          Sign-On
Bonus. As an inducement for Executive to accept
continued employment  with the Company and to enter into this Agreement, Executive
shall receive a bonus (the “Sign-On Bonus”)
in the amount of $150,000. The Sign-On Bonus shall be paid to Executive
as soon as practicable following the Effective Date.


                    (c)          Special
Annual Performance Bonus. For fiscal years 2006,
2007 and 2008  Executive shall be eligible for a special annual performance bonus
(the “Special Annual Performance
Bonus”). The Special
Annual Performance Bonus opportunity for target level performance for Executive
shall be $38,000, based on the achievement of performance metrics (as determined
by Parent) relating to the effective integration and growth of the business for
 which Executive is responsible. The Special Annual Performance Bonus shall be
prorated for any period of service less than a full calendar year during the
calendar year in which the Effective Date occurs. The Company shall pay the Special
Annual  Performance Bonus, if any, to Executive on the date on which bonuses
are paid to executives generally.


                    (d)          Quest
Diagnostics, Inc. Management Incentive Plan. For
each fiscal year during  the Employment Period (as defined below) commencing
on the later of (i) the Effective Date and (ii) 2006, Executive shall be eligible
for an annual bonus (an “Annual Bonus”)
 pursuant to the terms of the Quest Diagnostics, Inc., Management Incentive Plan,
as amended from time to time (the “MIP”).
The maximum Annual Bonus opportunity for Executive shall  be 100% of Base Salary.
The Annual Bonus shall be prorated for any period of service less than a full
calendar year during the calendar year in which the Effective Date occurs. The
Company shall pay the Annual Bonus, if any, to Executive on the date  on which
bonuses are paid to executives generally. After the Effective Date, during the
period prior to the date Executive commences participation in the MIP, Executive
shall continue to participate in the Company Management Incentive Compensation
 Program in accordance with the terms and conditions of such program.


                    (e)          Long
Term Incentive Plan. For each fiscal year during
the Employment Period  commencing on the later of (i) the Effective Date and
(ii) 2006, Executive shall be eligible to participate in Parent’s Employee
Long Term Incentive Plan, as amended from time to time (the “ELTIP”).
For fiscal year 2006 the Company shall recommend to the Compensation Committee
of the Board of Directors of Parent or its designee that it approve and grant
to Executive a nonqualified option  (the “Parent
Option”) to purchase 70,000 shares of Parent
common stock, par value $0.01 (the “Common
Stock”), which amount reflects the Common
Stock as adjusted pursuant to the two for one split of the Common Stock on June
20, 2005. The terms and conditions of the Parent Option, including, without limitation,
the vesting schedule



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shall be as set forth in the ELTIP and a stock option agreement to be entered into between Parent and Executive. For fiscal years thereafter, awards under the ELTIP, if any, shall be made at such times as awards are made to
executives generally.


                    (f)          Parent
Restricted Stock Award. The Company shall recommend
to the Compensation  Committee of the Board of Directors of Parent or its designee
that it approve and grant to Executive, effective as of the Effective Date, shares
of restricted stock of Parent (the “Parent
Restricted  Stock”) with a fair market value
(based on the closing price of the common stock of Parent on the Effective Date)
equal to $250,000. The Parent Restricted Stock shall vest and the restrictions
thereon lapse,  subject to Executive’s continued employment with the Company
or one of its Affiliates on the applicable dates, as follows: 25% of the Parent
Restricted Stock shall vest on the first anniversary of the date of grant, an
additional 25% of the  Parent Restricted Stock shall vest on the second anniversary
of the date of grant and the remaining 50% of the Parent Restricted Stock shall
vest on the third anniversary of the date of grant. The Parent Restricted Stock
shall be granted pursuant to  and subject to the terms of the ETLIP and a restricted
stock agreement to be entered into between Parent and Executive.


                    2.2          Benefits.
During the Employment Period, Executive shall be entitled to  participate, on
the same basis and at the same level as generally available to other similarly
situated executives of the Company, in any group insurance, hospitalization,
medical, health and accident, disability, fringe benefit, deferred  compensation
and tax-qualified retirement plans or programs of the Company now existing or
hereafter established to the extent that he is eligible under the general provisions
thereof. Executive shall be entitled to vacation time consistent with the  Company’s
policies. The date or dates of such vacations shall be selected by Executive
having reasonable regard to the business needs of the Company.


                    2.3          Expenses.
Pursuant to the Company’s customary policies in effect at the
time of payment, Executive shall be promptly reimbursed, against presentation
of vouchers or receipts therefor, for all authorized expenses properly and reasonably
incurred by Executive on behalf of the Company or any of its Affiliates in the
 performance of Executive’s duties hereunder.


          3.                      Employment Period. Executive’s employment under this Agreement shall
commence as of the Effective Date, and this Agreement shall terminate on the third anniversary thereof, unless terminated earlier in accordance with the terms of this Agreement (the “Employment
Period”). The term (the “Term”) of this Agreement shall continue until the end of the Employment Period. Thereafter Executive shall become an
“at will” employee of the Company. In the event Executive remains in the employ of the Company following the Term, Executive shall continue to be eligible to participate in the employee benefit plans and arrangements set forth in Section
2.2 of this Agreement.


          4.                      Termination Prior to the Third Anniversary of the Effective Date. In the event
Executive’s employment with the Company is terminated for any reason prior to the third anniversary of the Effective Date, the terms and conditions of such termination shall be governed by the provisions set forth in this Section 4.


                    4.1          Termination
by the Company for Cause. Executive’s employment
with the  Company may be terminated at any time by the Company for Cause. Upon
such a 


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termination, the Company shall have no obligation to Executive pursuant to this Agreement other than the payment of Executive’s earned and unpaid Base Salary to the date of such termination.


                    For purposes of this Agreement, the term “Cause” shall mean any of the following: 

	                    	
(i)	
Executive’s willful failure to perform his duties or Executive’s bad faith in connection with the performance of his duties, following written notice from the Chief Executive Officer of the Parent or his
designee detailing the specific acts and a 30-day period of time to remedy such failure;

  
	 
	 	
(ii)          	
Executive engaging in any misconduct, negligence, violence or threat of violence that is injurious to the Company or any of its Affiliates;

  
	 
	 	
(iii)	
Executive’s material breach of a policy of the Company or any of its Affiliates, which breach is not remedied (if susceptible to remedy) following written notice by the Chief Executive Officer of the Parent or
his designee detailing the specific breach and a 30-day period of time to remedy such breach;

  
	 
	 	
(iv)	
Any breach by Executive of this Agreement, which breach is not remedied (if susceptible to remedy) following written notice by the Chief Executive Officer of the Parent or his designee detailing the specific breach
and a 30- day period of time to remedy such breach; or

  
	 
	 	
(v)	
Executive’s commission of a felony in respect of a dishonest or fraudulent act or other crime of moral turpitude involving the Company or any of its Affiliates, or which could reflect negatively upon the
Company or any of its Affiliates or otherwise impair or impede its operations.

  



                    4.2          Termination
due to Death, Permanent Disability or by the Company
Without Cause. In
the event that Executive’s employment with the Company is terminated due
to death, Permanent Disability (as defined below) or by the Company without Cause,
in addition  to the payment of Executive’s earned and unpaid Base Salary
to the date of such termination, Executive shall receive a lump sum payment in
an amount equal to (X) $438,520
minus (Y) (the
sum of (i) the Sign-On Bonus payment and Special Annual Performance Bonus payments,
if any, made to Executive on or  prior to the date of termination, plus (ii)
the greater of the value, if any, as of (a) the date of such termination or (b)
the date of the sale of the Parent Restricted Stock award granted to Executive
pursuant to Section 2.1(f) of this Agreement  which has vested, and for which
the restrictions had lapsed, as of the date of such termination). In the event
of a termination by the Company without Cause or a termination due to Executive’s
Permanent Disability the payments set forth in this  Section 4.2 are subject
to (i) Executive’s execution and non-revocation of a waiver and release
of claims, in a form provided by the Company and (ii) his continued compliance
with the Restrictive Covenant Agreement (as defined  below).


                    For purposes of this Agreement, the term “Permanent Disability” shall mean: (i) Executive shall become ill, mentally or physically
disabled, or otherwise incapacitated so as to be unable regularly to perform the duties of his position for a period in excess of 90 consecutive 


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days or more than 180 days in any consecutive 12-month period, or (ii) a qualified independent physician determines that Executive is mentally or physically disabled so as to be unable to regularly perform the duties of his
position and such condition is expected to be of a permanent duration. 


                    4.3          Resignation
by Executive. Executive may voluntarily resign
from his employment  with the Company, provided that
Executive shall provide the Company with 60 days' advance written notice (which
notice requirement may be waived, in whole or in part, by the Company in its
 sole discretion) of his intent to resign. Upon such resignation, the Company
shall have no obligation other than the payment of Executive’s earned but
unpaid Base Salary to the effective date of such resignation.


                    4.4          (a)           Change
in Control. As of the Effective Date, Executive
shall be entitled to  participate in the Quest Diagnostics Executive Severance
Plan as it relates to any payments or benefits to be made to Executive in connection
with a change of control of Parent; provided,
however, that any
payments or benefits made to Executive pursuant to this Section 4.4(a) shall
not operate to duplicate any other payments or benefits to be made to Executive
pursuant to  Section 4 of this Agreement.


                    (b)         Limitation
on Payments. Notwithstanding anything in this Agreement
to the contrary, in the event it shall be determined that any payment  or distribution
or benefit received or to be received by Executive pursuant to the terms of this
Agreement or any other payment or distribution or benefit made or provided by
the Company or any of its Affiliates, to or for the benefit of Executive  (whether
pursuant to this Agreement or otherwise) constitute “parachute payments” within
the meaning of Section 280G of the Internal Revenue Code of 1986, as amended
(the “Code”)
and, but for this Section 4.4(b), would be subject to the excise tax imposed
by Section 4999 of the Code, the Company shall reduce the aggregate amount of
such payments and benefits such that the present value thereof (as  determined
under the Code and the applicable regulations) is equal to 2.99 times the Employee’s “base
amount” as defined in Section 280G(b)(3) of the Code. 


                      4.5         Section
409A. Notwithstanding anything in the foregoing
to the contrary, any lump sum payment forth in Section 4 of this Agreement shall
be deferred for six months  and one day following termination (i) if necessary
to comply with Section 409A of the Code or (ii) in the event such payment, as
determined in the sole discretion of the Company, could cause Executive to be
subject to interest and penalties under  Section 409A of the Code.


          5.                     Termination on or Following the Third Anniversary of the Effective Date. In the event Executive’s
employment with the Company is terminated for any reason on or following the third anniversary of the Effective Date, the terms and conditions of such termination shall be governed in accordance with the Quest Diagnostics, Inc., Executive Severance
Plan as in effect at the time of such termination of employment.


          6.                     Restrictive Covenants. Executive agrees that the effectiveness of this Agreement is contingent upon his
execution of, and delivery to the Company of, a restrictive covenant agreement (the “Restrictive Covenant Agreement”), which shall include provisions relating to non-competition,
non-solicitation of employees and customers, non-disclosure and 


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confidentially. The Restrictive Covenant Agreement shall be in substantially the same form provided by Quest Diagnostics, Inc., to its employees generally.


          7.                     Arbitration. Any dispute or controversy arising under or in connection with this Agreement or otherwise in
connection with Executive's employment by the Company that cannot be mutually resolved by the parties to this Agreement and their respective advisors and representatives shall be settled exclusively by arbitration in New York and in accordance with
the rules of the American Arbitration Association before one arbitrator of exemplary qualifications and stature, who shall be selected jointly by an individual to be designated by the Company and an individual to be selected by Executive, or if such
two individuals cannot agree on the selection of the arbitrator, who shall be selected by the American Arbitration Association.


          8.                     Notices. Any notice or communication given by either party hereto to the other shall be in writing and
personally delivered or mailed by registered or certified mail, return receipt requested, postage prepaid, to the following addresses: 

	 	
if to the Company:
  
	 	 

  
	 	
Quest Diagnostics, Inc.
  
	 	
1290 Wall Street West
  
	 	
Lyndhurst, New Jersey 07071
  
	 	
Facsimile No: (201) 559-2255
  
	 	
Attention: General Counsel
  
	 	 

  
	 	
With a copy to:
  
	 	 

  
	 	
Shearman & Sterling LLP
  
	 	
599 Lexington Avenue
  
	 	
New York, New York 10022
  
	 	
Facsimile No: (212) 848-7179
  
	 	
Attention:           Doreen
E. Lilienfeld, Esq. 
  
	 	 

  
	 	
if to Executive:
  
	 	 

  
	                    	
W. THOMAS GRANT, II
  
	 	
at the last known address on file with the Company.
  




                        Any notice shall be deemed given when actually delivered to
  such address, or two days after such notice has been mailed or sent by a recognized
  courier company, whichever
    comes earliest. Any person entitled to receive notice may
  designate in writing, by notice to the other, such other address to which notices
  to such person shall thereafter be sent.


          9.                    Miscellaneous.  

                    9.1        (a)          
Representations and Covenants.
In order to induce the Company to enter into this Agreement, Executive makes
the following representations and covenants to the



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Company and acknowledges that the Company is relying upon such representations and covenants: 


                    (b)         No
Agreements. No agreements or obligations exist
to which Executive is a party or otherwise bound, in writing or otherwise, that
in any  way interfere with, impede or preclude him from fulfilling all of the
terms and conditions of this Agreement.


                    (c)         Disclosure
of Information. Executive, during his employment,
shall use his best efforts to disclose to the Chief Executive Officer and  General
Counsel of Parent in writing or by other effective method any bona fide information
known by him and which he reasonably believes is not known to the Chief Executive
Officer and General Counsel of Parent, and which he reasonably believes  would
have any material negative impact on the Company or any of its Affiliates. 


                    9.2          Entire
Agreement. This Agreement contains the entire understanding
of the  parties in respect of their subject matter and supersede upon their effectiveness
all other prior agreements and understandings (including, without limitation,
the Prior Agreement) between the parties with respect to such subject matter.
This  Agreement shall also supersede the Merger Agreement to the extent of any
inconsistencies thereto. 


                    9.3          Amendment;
Waiver. This Agreement may not be amended, supplemented,
canceled or  discharged, except by written instrument executed by the party against
whom enforcement is sought. No failure to exercise, and no delay in exercising,
any right, power or privilege hereunder shall operate as a waiver thereof. No
waiver of any breach  of any provision of this Agreement shall be deemed to be
a waiver of any preceding or succeeding breach of the same or any other provision.
Notwithstanding the foregoing, the Company shall, in its sole discretion, amend
this Agreement to the extent  necessary or desirable to ensure that this Agreement
complies with Section 409A of the Code and that any payments or benefits under
this Agreement are not subject to interest and penalties under Section 409A of
the Code.


                    9.4          Binding
Effect; Assignment. The rights and obligations
of this Agreement shall  bind and inure to the benefit of any successor of the
Company by reorganization, merger or consolidation, or any assignee of all or
substantially all of the Company’s business and properties. The Company
may assign its rights and obligations  under this Agreement to any of its Affiliates
without the consent of Executive. Executive’s rights or obligations under
this Agreement may not be assigned by Executive.


                    9.5          Headings.
The headings contained in this Agreement are for reference purposes  only and
shall not affect the meaning or interpretation of this Agreement.


                    9.6          Governing
Law; Interpretation. This agreement and the terms
of Executive’s
employment shall be governed by the laws of New York.


                    9.7          Further
Assurances. Each of the parties agrees to execute,
acknowledge, deliver  and perform, and cause to be executed, acknowledged, delivered
and performed, at any time and from time to time, as the case may be, all such
further acts, deeds, assignments, transfers, conveyances, powers of attorney
and assurances as may be  reasonably necessary to carry out the provisions or
intent of this Agreement. 


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                    9.8          Severability.
The parties have carefully reviewed the provisions of this  Agreement, and agree
that they are fair and equitable. However, in light of the possibility of differing
interpretations of law and changes in circumstances, the parties agree that if
any one or more of the provisions of this Agreement shall be  determined by a
court of competent jurisdiction or an arbitrator to be invalid, void or unenforceable,
the remainder of the provisions of this Agreement shall, to the extent permitted
by law, remain in full force and effect and shall in no way be  affected, impaired
or invalidated. Moreover, if any of the provisions contained in this Agreement
are determined by a court of competent jurisdiction or arbitrator to be excessively
broad as to duration, activity, geographic application or subject,  it shall
be construed, by limiting or reducing it to the extent legally permitted, so
as to be enforceable to the extent compatible with then applicable law. 


                    9.9          Withholding
Taxes. All payments hereunder shall be subject
to any and all  applicable federal, state, local and foreign withholding taxes.


                    9.10        Counterparts.
This Agreement may be executed in one or more counterparts, which, together,
shall  constitute one and the same agreement. 


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                         IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written. 

	 	
    LABONE, INC.  
	 	 
	 	 
	 	By: 	 

	 	 	 Name:
  
	 	 	 Title:
  
	 	 	 
	 	 	 
	 	
    EXECUTIVE  
	 	 	 
	 	 	 
	 	 

	 	
    W. THOMAS GRANT, II  





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