Exhibit 10.1


	LAB HOLDINGS, INC.
	1997 DIRECTORS' STOCK OPTION PLAN


1.	PURPOSE

The Lab Holdings, Inc. 1997 Directors' Stock Option Plan is
designed to enable Directors of the Company to acquire or
increase their ownership of the $1.00 par value common stock of
the Company on reasonable terms.  The opportunity so provided is
intended to foster in participants a strong incentive to exert
maximum effort for the continued success and growth of the
Company and its Subsidiaries and the enhancement of shareholders'
interests.

2.	DEFINITIONS

When used herein, the following terms shall have the meaning set
forth below:

2.1	"Board" means the Board of Directors of Lab Holdings, Inc.

2.2	"Book Value" of property referred to in subsection 7.3
hereof means book value as determined in accordance with
generally accepted accounting principles.

2.3	"Code" means the Internal Revenue Code of 1986, as amended
from time to time.

2.4	"Company" means Lab Holdings, Inc.

2.5	"Director" means a member of the Board.

2.6	"Exchange Act" means the Securities Exchange Act of 1934, as
amended.

2.7	"Fair Market Value" means (i) with respect to the Company's
Shares, the closing sales price of the Shares, as reported
on the National Market System of the Nasdaq Stock Market,
or, if not so reported, the closing sales price as reported
by any other appropriate reporting system of general
circulation, on the date for which the value is to be
determined, or if there is no closing sales price on such
date, then on the last date for which transactions in Shares
were so reported prior to the date on which the value is to
be determined; and (ii) with respect to property referred to
in subsection 7.3 hereof, the value of such property as
determined by independent, third party appraisal.


2.8	"Grantee" means a person to whom an Option is
granted.

2.9	"Non-Qualified Stock Option" or "NQSO" means an
Option awarded under the Plan which by its terms
and conditions does not meet the terms and
conditions established by Code  422A.

2.10	"Option" means the right to purchase, at a price,
for a term, under conditions, and for cash or
other considerations fixed by the Plan, a number
of Shares specified by the Plan.  An Option can
only be an NQSO.

2.11	"Plan" means the Company's 1997 Directors' Stock
Option Plan.

2.12	"Pre-Owned Shares" means Shares owned by a Grantee
at the time of the exercise of an Option, and if
they are Shares which the Grantee acquired through
the exercise of an Option under the Plan, such
Shares have been owned for more than six months
prior to the Option exercise.

2.13	"Resigning Directors" means those directors whose
resignations as such are effective on the date
upon which a definitive Proxy Statement is filed
with the Securities and Exchange Commission
respecting a Special Meeting of Company
shareholders, called for the purpose of
considering and voting upon a proposal to amend
the Company's Articles of Incorporation to change
the Company's name to Lab Holdings, Inc.

2.14	"Securities Act" means the Securities Act of 1933,
as amended.

2.15	"Shares" means shares of the Company's $1.00 par
value common stock or, if by reason of the
adjustment provisions hereof any rights under an
Option granted under the Plan pertain to any other
security, such other security.

2.16	"Subsidiary" means any business, whether or not
incorporated, in which the Company, at the time an
Option is granted or in other cases at the time of
reference, owns directly or indirectly not less
than 50% of the equity interest.

2.17	"Successor" means the legal representative of the
estate of a deceased Grantee or the person or
persons who shall acquire the right to exercise an
Option, by assignment, bequest or inheritance or
by reason of the death of the Grantee, as provided
in accordance with subsection 6.7 hereof.

2.18	"Tax Date" means the date on which the amount of
tax to be withheld with respect to an Option is
determined.

2.19	"Term" means the period during which a particular
Option may be exercised.

2.20	"Unit" means (i) the lowest number of Shares
required to be purchased to permit the issuance
with such Shares of a whole security of another
type, if any, issuable pursuant to subsection 7.2
hereof upon exercise of an Option and (ii) such
other whole security.

3.	ELIGIBILITY

Each person who is a Director on the Effective Date of
the Plan under Section 9 hereof, other than Resigning
Directors, and each person who becomes a Director
thereafter during the term of the Plan shall be
entitled (subject to any limitations imposed by Section
4 hereof) to participate in the Plan.  A Director is
entitled to participate whether or not he is also an
officer of the Company and whether elected by
shareholders or appointed to fill a vacancy created by
the resignation of a Director or the expansion of the
Board.

4.	SHARES SUBJECT TO PLAN

The Company hereby reserves 90,000 Shares for issuance
in connection with Options under the Plan, subject to
adjustment under Section 7 hereof.  The Shares so
issued may be unreserved Shares held in the treasury,
however acquired, or Shares which are authorized but
unissued.  Any Shares subject to issuance upon exercise
of Options but which are not issued because of a
surrender, lapse, expiration or termination of any such
Option prior to issuance of the Shares shall once again
be available for issuance in satisfaction of other
Options.  Shares withheld pursuant to a tax withholding
election permitted under Section 13 hereof, and any
Shares owned by a Grantee which are used in the
exercise of an Option under subsection  8.3 hereof
shall be deemed issued under the Plan.

5.	GRANT OF OPTIONS

Each person who is a Director as of the Effective Date
of the Plan under Section 9 hereof shall, as of the
Effective Date, receive a grant of Options respecting
15,000 Shares, and each Director who first becomes a
Director after the Effective Date shall, on the date he
first becomes a Director, receive a grant of Options
respecting 15,000 Shares, in all cases without further
action by the Board or otherwise.  Such Options shall
be in the form set forth as Exhibit A hereto.  No
person shall receive more than one grant respecting
15,000 Shares.

6.	TERMS AND CONDITIONS OF OPTIONS

All Options under the Plan shall be granted subject to
the following terms and conditions:

6.1	The purchase price of each Share subject to an
Option shall be 100% of the Fair Market Value of
the Shares on the effective grant date of such
Option.

6.2	Options shall expire on the tenth anniversary of
the effective date of grant.

6.3	Options shall be vested (i.e., exercisable) as
follows:  As to 5,000 shares, on and after the
twelve month anniversary of the date of grant; as
to another 5,000 shares, on and after the twenty-
four month anniversary of the date of grant; and
as to the final 5,000 shares, on and after the
thirty-six month anniversary of the date of grant.

6.4	Notwithstanding subsection 6.3 hereof, in the
event of the death of an Option holder during his
term as a Director, all outstanding unvested
Options held by him shall become immediately
exercisable.

6.5	After the termination of an Option holder's term
as a Director for any reason, the Option shall be
exercisable only as to those Shares and other
securities, if any, which were subject to the
exercise of such Option on the date of termination
(including those shares and other securities, if
any, subject to the exercise as a consequence of
subsection 6.4 hereof).

6.6	Options, whether vested or not, shall expire to
the extent unexercised on the date which is 90
days after the date a Director's term as a
Director shall terminate; provided however, that
in the event of the death of a Director during
such person's term as a Director or during the 90-
day period following expiration of such term, such
Options shall expire to the extent unexercised by
such person's Successor on that date which is 12
months after the date of death.

6.7	Each Grantee may name, from time to time, any
beneficiary or beneficiaries (who may be named
contingently or successively) to whom any benefit
or rights under the Plan is to be paid or
transferred in case of his death before he
receives any or all of such benefit or exercises
such rights.  Each designation will revoke all
prior designations by the same Grantee, and will
be effective only when filed by the Grantee in
writing during his lifetime with the Company's
Secretary.  In the absence of any such
designation, benefits or rights remaining unpaid
or unexercised at the Grantee's death shall be
paid to or shall be exercisable by his estate,
subject to the terms hereof.

6.8	Notwithstanding subsection 6.3 hereof, all
outstanding unvested Options shall become
exercisable immediately if any of the following
events occur:

6.8.1	Any "person" (as defined in Sections
13(d) and 14(d) of the Exchange Act) is or
becomes the "beneficial owner" (as defined in
Rule 13d-3 under the Exchange Act), directly
or indirectly, of securities of the Company
representing twenty-five percent (25%) or
more of the combined voting power of the
Company's then outstanding securities,
provided that this provision shall not apply
to the direct, indirect or beneficial
ownership of Shares by descendants of W. T.
Grant or their spouses, or

6.8.2	At any time there shall cease to be a
majority of the Board comprised as follows:
individuals (other than Resigning Directors)
who on the Effective Date of this Plan under
Section 9 hereof constitute the Board, and
any new Director(s) whose election by the
Board or nomination for election by the
Company's shareholders was approved by a vote
of at least two-thirds (2/3) of the Directors
then still in office who either were
Directors on the Effective Date of this Plan
or whose election or nomination for election
was previously so approved, or

6.8.3	The requisite percentage of the
Company's shareholders shall approve a plan
of complete liquidation and dissolution of
the Company.

6.9	Notwithstanding anything in subsection 6.3 hereof,
all outstanding unvested Options held by a Grantee
shall become exercisable immediately upon the
approval by the requisite percentage(s) of
shareholders of all constituent companies to a
merger or consolidation involving the Company if,
but only if, by the terms of the agreement of
merger or consolidation or other contemporaneous
related document said Grantee's term as a Director
of the  Company is not to continue after
consummation of the merger or consolidation or is
specifically limited in time to a period which
does not extend at least until the thirty-six
month anniversary of the date of grant.

6.10	In the event of the dissolution or liquidation of
the Company, each outstanding Option shall
terminate to the extent that it shall not have
been exercised prior to the effective time of such
event.

7.	ADJUSTMENTS IN EVENT OF CHANGES IN CAPITALIZATION

7.1	In the event that a dividend shall be declared
upon the Shares of the Company payable in Shares,
the number of Shares then subject to any Option
outstanding under the Plan and the number of
Shares reserved for  Options pursuant to the Plan
but not yet subject to Options shall be adjusted
by adding to each such Share the number of Shares
which would be distributable in respect thereof if
such Shares had been outstanding on the date fixed
for determining the shareholders of the Company
entitled to receive such Share dividend.

7.2	In the event that a dividend shall be declared
upon the Shares of the Company payable in an
equity security of the Company other than the
Shares, each Option outstanding under the Plan and
the number and type of securities issuable under
the Plan shall be changed so that thereafter there
shall be issuable upon the exercise of Options
then outstanding or thereafter granted, in
addition to Shares, such number of such other
equity security that would have been distributable
in respect of Shares subject to outstanding
Options or issuable under the Plan had such Shares
been outstanding on the date fixed for determining
the shareholders of the Company entitled to
receive such equity security dividend.

7.3	In the event that a dividend shall be declared
upon Shares (or other securities that, with the
Shares, comprise a Unit) of the Company payable in
cash or other property (other than Shares or other
equity securities of the Company) and the
aggregate amount of the cash or Book Value of the
property payable to shareholders pursuant to such
dividend exceeds 10% of the Company's total assets
on a consolidated basis, the Option exercise price
for each Share (or Unit, if applicable) subject to
an Option shall be reduced on the date following
the payment date of such dividend by the aggregate
amount of cash and the Fair Market Value of any
other property payable with respect to each
outstanding Share pursuant to such dividend.

7.4	In the event that the outstanding Shares shall be
changed into or exchanged for a different number
or kind of shares or other securities of the
Company or of another entity, whether through
reorganization, recapitalization, split-up,
combination of shares, merger, consolidation or
otherwise, then there shall be substituted for
each Share subject to any outstanding Option and
for each Share reserved for Options pursuant to
the Plan but not yet subject to Options the number
and kind of shares or other securities into which
each outstanding Share shall have been so changed
or for which each such share shall have been
exchanged.

7.5	In the case of any substitution or adjustment as
provided for in subsections 7.1, 7.2 or 7.4
hereof, the Option price set forth in each
outstanding Option for each Share covered thereby
prior to such substitution or adjustment will be
the Option price for all Shares or other
securities which shall have been substituted for
such Share or to which such Share shall have been
adjusted pursuant to such subsections.

7.6	In the case of any adjustment provided for in
subsection 7.2 hereof, the Option may thereafter
only be exercisable as to Units and the Option
exercise price for each Unit will be the aggregate
of the Option exercise price for the Shares
included within the Unit.

7.7	No adjustment or substitution provided for in this
Section 7 shall require the Company to sell or
issue a fraction of a Share or other equity
security, and the total substitution or adjustment
with respect to each outstanding Option shall be
limited accordingly.  Upon any adjustment made
pursuant to this Section, the Company will, upon
request, deliver to the Option holder or to such
person's Successor a certificate of its Chief
Financial Officer setting forth, with respect to
such Option, the Option price thereafter in effect
and the number and kind of Shares or other
securities thereafter purchasable thereunder.

8.	EXERCISE OF RIGHTS UNDER OPTIONS

8.1	A person entitled to exercise an Option may do so
by delivery of a written notice to that effect
specifying the number of Shares with respect to
which the Option is being exercised and any other
information the Company may prescribe.

8.2	The notice of exercise shall be accompanied by
payment in full of the purchase price for any
Shares to be purchased, with such payment being
made in cash or cash equivalents or in Pre-Owned
Shares having a Fair Market Value at that time
equivalent to the purchase price of the Shares or
Units to be purchased, or a combination thereof.

8.3	In lieu of delivery of a stock certificate or
certificates evidencing Shares tendered by the
Grantee in payment of the purchase price in
exercising an Option, the Grantee may furnish a
notarized statement executed by the Grantee, in
such form as prescribed by the Company, as payment
for all or a portion of the purchase price for
Shares or Units to be purchased.  The statement
shall recite the number of Shares or Units being
purchased by the Grantee pursuant to the Option
and the number of Pre-Owned Shares owned by the
Grantee which otherwise could be freely delivered
as payment of the purchase price by the Grantee
based on their Fair Market Value at that time.
The Grantee will then be issued a certificate(s)
for (a) new Shares equal to the number of Shares
acquired by the Grantee hereunder upon exercise of
the Option, less the number of Pre-Owned Shares
owned by the Grantee and described in the
notarized statement, and (b) if applicable, other
securities comprising the Units as to which the
exercise relates.

8.4	No Shares or other securities shall be issued upon
exercise of an Option until full payment has been
made therefor.

8.5	Upon exercise of an Option but before a
distribution of Shares or other securities in
satisfaction thereof, the Grantee may request in
writing that the Shares or other securities to be
issued in satisfaction of the Option exercise be
issued in the name of the Grantee and another
person as joint tenants with right of survivorship
or as tenants in common.

8.6	All notices or requests to the Company provided
for herein shall be delivered to the Secretary of
the Company.

9.	EFFECTIVE DATE OF THE PLAN AND DURATION

9.1	The Plan shall become effective on the date upon
which the Company files a definitive Proxy
Statement with the Securities and Exchange
Commission respecting a Special Meeting of Company
shareholders, called for the purpose of
considering and voting upon a proposal to amend
the Company's Articles of Incorporation to change
the Company's name to Lab Holdings, Inc.

9.2	The Plan shall remain in effect until all Options
have been exercised in accordance herewith, but no
Options may be granted under the Plan after
September 15, 2007.  The provisions of any Option
may be amended at any time prior to the end of its
Term in accordance with the Plan.

10.	SHAREHOLDER STATUS

No person shall have any rights as a shareholder by
virtue of the grant of an Option under the Plan, except
with respect to Shares or other securities actually
issued to that person.

11.	POSTPONEMENT OR NON-EXERCISE

The Company shall not be required to issue any
certificate or certificates for Shares or other
securities upon the exercise of an Option granted under
the Plan prior to (i) the obtaining of any approval
from any governmental agency which the Company shall,
in its sole discretion, determine to be necessary or
advisable, (ii) the taking of any action in order to
comply with restrictions or regulations incident to the
maintenance of a public market for its Shares or other
securities, if any; and (iii) the completion of any
registration or other qualification of such Shares or
other securities, if any, under any state or Federal
law or rulings or regulations of any governmental body
which the Company shall, in its sole discretion,
determine to be necessary or advisable.  The Company
shall not be obligated by virtue of the terms and
conditions of any Option or any provisions of the Plan
to recognize the exercise of an Option or to sell or
issue Shares or other securities in violation of the
Securities Act or the law of any government having
jurisdiction thereof.  Any postponement or delay by the
Company in recognizing the exercise of any Option or in
issuing any Shares or other securities hereunder shall
not extend the Term of an Option and neither the
Company nor its directors or officers shall have any
obligation or liability to the Grantee of an Option, to
a Successor or to any other person with respect to any
Shares or other securities, including those as to which
an Option shall lapse because of such postponement.

12.	TERMINATION, SUSPENSION OR MODIFICATION OF PLAN

The Board may terminate, suspend or modify the Plan at
any time and in any manner, provided, however, that to
the extent shareholder approval is required by
regulations issued under the Securities Act or the
Exchange Act, in order to create  or preserve Company
or Grantee benefits or rights under or with respect to
Options, the Board shall not, without authorization of
the shareholders, effect any change (other than through
adjustment for changes in capitalization or as
otherwise herein provided) which:

(i)	increases the aggregate number of Shares for
which Options may be granted under the Plan
or increases the maximum number of Shares for
which Options may be granted to any one
Grantee;

(ii)	lowers the minimum Option exercise price;

(iii)	lengthens the maximum period during
which an Option may be exercised;

(iv)	materially modifies the requirements as to
eligibility to participate in the Plan;

(v)	extends the period of time during which
Options may be granted; or

(vi)	materially increases the benefit accruing to
Grantees.

Notwithstanding the foregoing, (i) the Board may amend the
Plan, without shareholder authorization, to comply with
Section 16(b) of the Exchange Act or regulations issued
thereunder, to effect registration of the Plan or securities
issuable thereunder under the Securities Act or the
securities laws of any state, or to obtain any required
regulatory approval and (ii) if amendments to the Code or to
the Securities Act or Exchange Act, or regulations issued
thereunder, are adopted after the Effective Date of the Plan
under Section 9 hereof, which amendments permit termination,
suspension or modification of the Plan, including but not
limited to the changes referred to above, without
shareholder approval, no authorization by the Company's
shareholders of any Board action hereunder shall be
required.

No termination, suspension or modification of the Plan shall
adversely affect any right acquired by any Grantee or any
Successor under an Option granted before the date of such
termination, suspension or modification unless such Grantee
or Successor shall consent, but it shall be conclusively
presumed that any adjustment for changes in capitalization
as provided for herein does not adversely affect any such
right.

13.	TAXES

13.1	The Company may pay, withhold or require a Grantee
to remit to it amounts sufficient to satisfy the
Company's federal, state, local or other tax
withholding obligations attributable to any Option
exercise, after giving notice to the Grantee, and
the Company may defer issuance of Shares or other
securities in connection with an Option exercise
if any such tax, charge or assessment may be
pending, until indemnified to its satisfaction.

13.2	In connection with the exercise of an Option, a
Grantee may make an irrevocable election to have
Shares or Units otherwise issuable withheld, or
tender back to the Company Shares received, or
deliver to the Company previously-acquired Shares,
having a Fair Market Value at the time sufficient
to satisfy all or part of the Company's total
federal, state, local and other tax withholding
obligations associated with the transaction.

14.	APPLICATION OF PROCEEDS

The proceeds received by the Company from the issuance
of Shares or Units under the Plan shall be used for
general corporate purposes of the Company and its
Subsidiaries.

15.	OTHER ACTIONS

Nothing in the Plan shall be construed to limit the
authority of the Company to exercise its corporate
rights and powers, including, by way of illustration
and not by way of limitation, the right to grant
options for proper corporate purposes otherwise than
under the Plan to any employee or any other person,
firm, corporation, association or other entity, or to
grant options to, or assume options of, any person in
connection with the acquisition by purchase, lease,
merger, consolidation or otherwise, of all or any part
of the business and assets of any person, firm,
corporation, association or other entity.

16.	GENDER AND NUMBER

Except when otherwise indicated by the context, words
in the masculine gender when used in the Plan shall
include the feminine gender, the singular shall include
the plural, and the plural shall include the singular.

17.	REQUIREMENTS OF LAW, GOVERNING LAW

The granting of Options and the issuance of Shares or
Units shall be subject to all applicable laws, rules
and regulations, and to such approvals by any
governmental agencies or national securities exchanges
and self-regulating entities as may be required.  The
Plan, and all agreements hereunder, shall be construed
in accordance with and governed by the laws of the
State of Missouri.