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                                  EXHIBIT 10.2

                              EMPLOYMENT AGREEMENT
                             (Amended and Restated)

     THIS EMPLOYMENT AGREEMENT (this "Agreement"), shall be effective the
15th day of April, 1994, by and between Laboratory Specialists of America,
Inc. (the "Company"), an Oklahoma corporation, and Larry E. Howell, an
individual ("Howell").

     WHEREAS, the parties hereto entered into this Employment Agreement on
April 15, 1994, which was amended and restated on September 9, 1994, and
April 23, 1996;

     WHEREAS, the parties have determined that it is in the best interest of
the Company that this Agreement be further amended to extend the term of this
Agreement, effective as of April 15, 1996;

     NOW, THEREFORE, for and in consideration of the conditions hereinbelow
to be performed on the part of the respective parties hereto, and in
consideration of the mutuality thereof, the parties hereto agree as follows:

     1.  TERM OF EMPLOYMENT.  The Company hereby agrees to employ Howell, and
Howell hereby agrees to serve the Company, during the period beginning on
April 15, 1996, and ending on April 15, 2000 (the "Employment Period"), or on
such earlier date as provided in Sections 4 and 5 hereof; provided, however,
that the Period of Employment shall be extended an additional one year period
to next April 15 immediately following the end of each full year of
employment with the Company that Howell completes pursuant to and accordance
with this Agreement.

     2.  DUTIES.  Substantially all of the duties and responsibilities of
Howell, subject to such travel as the duties of Howell hereunder may
reasonably require, shall be performed by Howell at and from the corporate
offices of the Company in Oklahoma City, Oklahoma.

          2.1  During the Employment Period, Howell shall devote such time,
     attention, skill, energy and best efforts to the duties assigned to him
     from time to time by management and/or the Board of Directors of the
     Company, and shall, but without obligation hereunder, serve the Company in
     the executive officer positions to which he may be elected or appointed by
     the Board of Directors of the Company, subject to acceptance by Howell of
     such executive officer position or positions.  Notwithstanding the
     foregoing, Howell shall be required to devote not less than 50 percent of
     his full business time, attention, skill, energy and efforts to the
     performance of his duties hereunder; provided, however, that Howell may
     engage in any other employment or pursuit of other endeavors which does not
     conflict with his ability to perform his duties to the business interests
     of the Company, provided that such other employment or pursuit of other
     endeavors does not violate the duty of loyalty and care which Howell has to
     the Company by reason of this Agreement or in his capacity as an executive
     officer of the Company.

          2.2  As an employee of the Company, Howell shall be subject to the
     overall supervision and instructions of management of the Company and, if
     applicable, that are associated with the executive officer position or
     positions held by Howell which shall be subject to the overall supervision
     and instructions of the Board of Directors to the Company.

     3.  COMPENSATION AND OTHER BENEFITS.  During the Employment Period, the
Company shall pay or provide to Howell and Howell shall be entitled to
receive or have maintained for his benefit, the following:

          3.1  Effective April 15, 1996, the Company shall compensate Howell for
     the services to be rendered by him hereunder at the rate of one hundred
     twelve thousand five hundred dollars ($112,500) per year, payable in equal
     semi-monthly installments on the first and fifteen day of each month,
     commencing on May 1, 1996.

EMPLOYMENT AGREEMENT PAGE 1
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          3.2  From time to time the Company may pay cash bonuses (but not in
     excess of 10 percent of the net income of the Company during the applicable
     fiscal year of the Company determined in accordance with generally accepted
     accounting principles) or grant stock options to its executive officers as
     determined by the Board of Directors (or the Compensation Committee
     established by the Board of Directors).  To the extent that bonuses or
     stock options are paid or granted by the Board of Directors to its
     executive officers, Howell shall be deemed to be a member of the bonus
     group or group to which stock options are granted, and his bonus or stock
     option grants shall be determined in the same manner as are the bonuses or
     stock option grants of other executives in the group.

          3.3  Howell is hereby authorized to incur reasonable expenses for the
     promotion of the Company's business, including entertainment, travel and
     similar expenses, and he shall be reimbursed therefore by the Company upon
     his presentation of itemized accounts of such expenditures.

          3.4  The Company shall provide to Howell health and disability
     insurance benefits comparable to those provided to the executive officers
     of the Company either as a group or individually.

          3.5  Howell shall be entitled to reasonable periods of vacation with
     pay in each year, and reasonable periods of sick leave with pay
     commensurate with his position, in accordance with Company policy as
     established by the Board of Directors.

          3.6  The Company shall provide to Howell and maintain insurance, at
     the Company's cost and expense, covering the life of Howell in the face
     amount of five hundred thousand dollars ($500,000), the proceeds of which
     shall be payable to such beneficiary that Howell shall designate or in the
     event of failure to designate a named beneficiary shall be payable to the
     estate of Howell.

          3.7  The Company shall pay to Howell an automobile allowance of five
     hundred dollars ($500) per month, payable on the fifteen day of each month
     while employed pursuant to this Agreement, and shall provide at the sole
     cost and expense of the Company a mobile phone to assist Howell in the
     performance of his duties and responsibilities as an employee and, if
     applicable, executive officer of the Company.

     4.  DISABILITY OR DEATH.

          4.1  In the event the Board of Directors of the Company determines in
     good faith that Howell is unable, because of physical or mental illness or
     disability, to render services of the character contemplated hereby and
     that such disability reasonably may be expected to be permanent or to
     continue for a period of at least six (6) consecutive months (or for
     shorter periods totaling more than six (6) months during any period of
     eighteen (18) consecutive months), in such event the Board of Directors of
     the Company may elect to terminate the employment of Howell hereunder upon
     written notice by the Company to Howell effective on the next first or
     fifteenth day of the month following the date of such notice.  At any time
     and upon reasonable request therefor by the Company, Howell shall submit to
     medical examination by a physician designated by the Company in Oklahoma
     City, Oklahoma, for the purpose of determining the existence, nature and
     extent of any such disability.  In the event the Board of Directors elects
     to terminate the employment of Howell pursuant to this Section 4.1, Howell
     shall be entitled to receive any amount of compensation determined pursuant
     to Section 3.1 up to the date of the termination of the employment of
     Howell payable on the dates established pursuant to Section 3.1.

          4.2  In the event Howell shall die during the Employment Period, this
     Agreement shall terminate effective on the next first or fifteenth day of
     the month following the date of death, and the Company shall pay to the
     spouse of Howell, or if unmarried at the time of his death, to the estate
     of Howell, the compensation payable to Howell pursuant to Section 3.1 for a
     period of three (3) months following the effective date of termination of
     this Agreement pursuant to this Section 4.2, payable on the dates provided
     for such compensation payment thereunder.

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          4.3  In the event of termination of this Agreement pursuant to Section
     4.1 and/or Section 4.2 of this Agreement, Howell (or his spouse or if
     unmarried on the date of his death his estate) shall be entitled to receive
     accrued and unpaid expense reimbursements, automobile allowance and any
     unpaid bonus amounts awarded to Howell prior to such termination and stock
     option grants awarded to Howell prior to such termination exercisable in
     accordance with the terms of such stock option grants.

     5.  TERMINATION FOR CAUSE.  In the event the Board of Directors of the
Company determines in good faith that Howell is guilty of gross negligence or
fraud materially injurious to the Company, the Company may terminate this
Agreement, and all obligations hereunder shall thereupon terminate.

     6.  NON-COMPETITION.  During the Employment Period, or, if longer, the
period of employment of Howell by the Company, Howell will not engage in
competition with the Company, either directly or indirectly, in any manner or
capacity as an employee or executive officer of a competitor company in any
phase of the business carried on by the Company at any time.

     7.  CONFIDENTIALITY.  During the Employment Period, or, if longer, the
period of employment of Howell by the Company, and for a period of three (3)
years thereafter, Howell will not divulge to anyone, other than the Company
or persons designated by the Company in writing, any confidential material
information directly or indirectly useful in any aspect of the business of
the Company or any of its subsidiaries, as conducted from time to time, as to
which Howell is now, or at any time during employment shall become, informed
and which is not then generally known to the public or recognized as standard
practice.

     8.  CERTAIN PROVISIONS TO SURVIVE TERMINATION; ETC.  Notwithstanding any
termination of his employment under this Agreement, Howell, in consideration
of his employment hereunder to the date of such termination, shall remain
bound by the provisions of Section 6 and 7, and consequently, in addition to
all other remedies that may be available to it, the Company shall be entitled
to injunctive relief for any actual or threatened violation of such Sections.

     9.  NON-ASSIGNABILITY.  Neither party hereto shall have the right to
assign this Agreement or any rights or obligations hereunder without the
written consent of the other party.

     10.  ARBITRATION.  Any controversy or claim arising out of or relating
to this Agreement, or the breach thereof, shall be settled by arbitration in
accordance with the Rules of the American Arbitration Association and
judgment upon the award rendered by the arbitrator or arbitrators may be
entered in any court having jurisdiction thereof.  The arbitration
proceedings shall be conducted in Oklahoma City, Oklahoma unless otherwise
agreed by the parties hereto.  The arbitrator or arbitrators shall be deemed
to possess the powers to issue mandatory orders and restraining orders in
connection with such arbitration; provided, however, that nothing in this
Section 10 shall be construed so as to deny the Company the right and power
to seek and obtain injunctive relief in a court of equity for any breach or
threatened breach by Howell of any of his covenants contained in Sections 6
and 7 hereof.

     11.  NOTICE.  All notices required or permitted to be given hereunder
shall be in writing and shall be deemed to have been given forty-eight (48)
hours after depositing in the United States mail, certified mail, postage
prepaid, addressed to the party to receive such notice at the address set
forth hereinbelow or such other address as either party may give to the other
in writing pursuant to written notice pursuant to this Section:

          If to Howell:       Mr. Larry E. Howell
                              1101-A Sovereign Row
                              Oklahoma City, Oklahoma 73108

          If to the Company:  Laboratory Specialists of America, Inc.
                              1101-A Sovereign Row
                              Oklahoma City, Oklahoma 73108
                              Attention: John Simonelli

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     12.  GENERAL.  The terms and provisions herein contained (i) constitute
the entire Agreement between the Company and Howell with respect to the
subject matter hereof, (ii) may be amended or modified only by a written
instrument executed by the parties hereto, and (iii) shall be construed and
enforced in accordance with the laws in effect in the State of Oklahoma
without regard to its conflicts of law provisions.  Failure by a party hereto
to require performance of any provision of this Agreement shall not affect,
impair or waive such party's right to require full performance at any time
thereafter.

     It is acknowledged that the furniture, equipment and artwork in the
corporate offices of the Company in Oklahoma City, Oklahoma are the property
of John Simonelli and Howell.

     This Agreement may be executed in two or more counterparts, each of
which shall be deemed an original but all of which together shall constitute
one and the same instrument.

     IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement, as amended and restated, on the 26th day of September, 1997, with
an effective date of the 15th day of April, 1996.


"Company"                     LABORATORY SPECIALISTS OF AMERICA, INC.


                              By:  /S/ JOHN SIMONELLI
                                   ------------------------------------------
                                   John Simonelli, Chief Executive Officer


"Howell"                       /S/ LARRY E. HOWELL
                               ----------------------------------------------
                                   Larry E. Howell










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