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.