EXHIBIT 4.3


                                                Execution Copy


===============================================================================


                    ----------------------------------------


                             REIMBURSEMENT AGREEMENT

                    ----------------------------------------



                                 by and between



                      LabOne, Inc., a Delaware corporation

                                       and

                               Commerce Bank, N.A.

                                   Relating to




                                   $20,000,000
                             City of Lenexa, Kansas
                        Taxable Industrial Revenue Bonds
                             (LabOne, Inc. Project)
                                  Series 1998A





                          Dated as of September 1, 1998



===============================================================================



<PAGE>


                                TABLE OF CONTENTS

                                                                Page

Section 1.  Certain Defined Terms.................................2

Section  2.  Issuance  of  the  Letter  of  Credit; Conditions
             Precedent  to Issuance of the Letter of Credit.......6
        (a)  Issuance of the Letter of Credit:  Substitute 
             Letters of Credit ...................................7
        (b)  Conditions Precedent to the Issuance of the Letter
             of Credit............................................7

Section 3.  Reimbursement and Other Payments.....................10
        (a)  Reimbursement.......................................10
        (b)  Commissions and Fees................................12
        (c)  Increased Costs.....................................12
        (d)  Pledge of Bonds.....................................13
        (e)  Release of Pledged Bonds............................13
        (f)  Reinstatement of Letter of Credit...................13
        (g)  Payments on Pledged Bonds...........................14
        (h)  Payments and Computation of Payments and Interest...14
        (i)  Conversion of Interest Rate Mode to Semiannual Mode,
             Annual Mode or a Multi-Year Mode....................14

Section 4.  Obligations Absolute.................................15

Section 5.  Representations and Warranties.......................15
        (a)  Status..............................................16
        (b)  Power and Authority.................................16
        (c)  Compliance with Other Instruments...................16
        (d)  Litigation..........................................16
        (e)  Governmental Approvals..............................17
        (g)  Federal Reserve Margin Regulations..................17
        (h)  Environmental Representations.......................17
        (i)  ERISA...............................................19
        (j)  Investment Company Act..............................19
        (k)  Taxes...............................................19
        (l)  Intellectual Property...............................19
        (m)  Accuracy of Information.............................19
        (n)  Related Documents...................................20

Section 6.  Covenants............................................20
        (a)  Financial Reports...................................20
        (b)  Payment of Charges..................................21
        (c)  Insurance...........................................21
        (d)  Inspection of Books and Assets, Confidentiality.....21

                                       i
<PAGE>



        (e)  Notices.............................................21
        (f)  Litigation..........................................21
        (g)  Preservation of Existence, Compliance with Laws.....22
        (h)  Environmental Laws..................................22
        (i)  ERISA...............................................22
        (j)  Liens...............................................23
        (k)  Financial Covenants of Company......................24
        (l)  Principal Operating Accounts........................25
        (m)  Amendment of Related Documents......................25
        (n)  Registration of Bonds...............................25
        (o)  Optional Redemption.................................25
        (p)  Indenture, Etc......................................25
        (q)  Sale of Subordinate Bonds...........................25
        (r)  Disbursement of Project Funds.......................26
        (s)  Environmental Report Compliance and Update..........26

Section 7.  Events of Default....................................26

Section 8.  Amendments, Etc......................................28

Section 9.  Notices..............................................28

Section 10.  No Waiver; Remedies.................................29

Section 11.  Right of Setoff.....................................29

Section 12.  Indemnification.....................................29

Section 13.  Continuing Obligation...............................30

Section 14.  Transfer of Letter of Credit; Reduction of Stated
             Amount..............................................30

Section 15.  Limitations on Bank Liability.......................30

Section 16.  Costs, Expenses and Taxes...........................31

Section 17.  Severability........................................31

Section 18.  Governing Law.......................................31

Section 19.  Substitute Letter of Credit Issuing Office..........31

Section 20.  Headings............................................32

Section 21.  Accounting Terms and Definitions....................32

                                       ii
<PAGE>

Section 22.  Counterparts........................................32

Section 23.  Bank Consent........................................32

Section 24.  Year 2000 Compliance................................32

Section 25.  Waiver of Jury Trial................................32

Section 26.  Statements Required by Law..........................33


                                      iii
<PAGE>



                             REIMBURSEMENT AGREEMENT


           THIS  REIMBURSEMENT  AGREEMENT is made as of September 1, 1998 by and
between LabOne, Inc., a Delaware corporation, with its principal office at 10310
West 84th Terrace,  Lenexa,  Kansas 66214 (the  "Company"),  and COMMERCE  BANK,
N.A., with its principal office at 1000 Walnut 17th Floor, Kansas City, Missouri
64106 (the "Bank").


                                    RECITALS

           WHEREAS,  The City of Lenexa,  Kansas, and its successors and assigns
(the "Issuer") has agreed to issue its Taxable Industrial Revenue Bonds (LabOne,
Inc., Project) Series 1998A (the "Bonds") in the principal amount of $20,000,000
pursuant to a Trust Indenture  dated as of September 1, 1998 (the  "Indenture"),
between  the Issuer and Intrust  Bank,  N.A.,  as Trustee  (the  "Trustee"),  to
finance the acquisition,  construction  and equipping of an approximate  250,000
square foot office lab and warehouse  facility  located near Kansas highway K-10
and Interstate  I-435 on Renner Road in Johnson County,  Kansas (the "Project"),
pursuant  to a Lease  Agreement  dated  as of  September  1,  1998  (the  "Lease
Agreement"), between Issuer and the Company; and

           WHEREAS,  the  Bonds  are to be  payable  from  payments  in  amounts
sufficient  to pay the  principal  of and  interest  on the  Bonds  (the  "Lease
Payments") to be made by the Company pursuant to the Lease Agreement; and

           WHEREAS, the Remarketing Agent (as hereinafter defined) has agreed to
remarket  from time to time the Bonds  tendered  for purchase on tender dates as
provided in the Indenture; and

           WHEREAS,  as a condition  to the use of the proceeds of the Bonds for
the purpose of  financing  the  Project,  the Issuer has required the Company to
obtain an irrevocable  direct pay letter of credit from the Bank (the "Letter of
Credit"),  listing the  Trustee as the  beneficiary  thereunder,  in the initial
Stated  Amount  of  Twenty  Million  Three  Hundred  Eighty   Thousand   Dollars
($20,380,000)  (as the  same  may be  reduced  from  time  to  time as  provided
therein),  of which up to  $20,000,000  in the  aggregate  may be drawn  upon in
respect  of  principal  of the  Bonds  when due  upon  maturity,  redemption  or
acceleration,  or with respect to the principal  component of the Purchase Price
of the  Bonds  upon any  optional  or  mandatory  tender,  and  $380,000  in the
aggregate may be drawn upon in respect of interest on the Bonds, or the interest
component  of the  Purchase  Price of the Bonds upon any  optional or  mandatory
tender; and

           WHEREAS,  as a condition to the Bank's  undertaking  the  obligations
under the Letter of Credit,  the Bank has required  that the Company  deliver to
the Bank: (i) this Reimbursement  Agreement  obligating the Company to reimburse
the Bank for any amounts drawn by the Trustee on the Letter of Credit;  (ii) the
Pledge and Security Agreement (as such term is hereinafter  defined);  (iii) the
Security  Agreement  (the  "Security  Agreement")  dated as of September 1, 1998
wherein the Company grants the Bank a security  interest in the Project;  (iv) a
letter (the "Comfort Letter") from Lab Holdings, Inc.
("Holdings") regarding Holdings'

<PAGE>

awareness of this transaction and all Related Documents and Holdings'  agreement
to provide its reasonable  efforts in assisting Company to fully comply with the
terms of this Agreement and all Related  Documents;  and (v) such other security
documents executed and delivered in connection with this Reimbursement Agreement
(collectively the documents referred to in this recital may at times be referred
to as the "Security Documents").

           NOW,  THEREFORE,  in  consideration  of the  premises and in order to
induce the Bank to issue the Letter of Credit,  the  Company and the Bank hereby
agree as follows:

Section 1..Certain Defined Terms. As used in this Agreement and unless otherwise
expressly  indicated,  or unless the context  clearly  requires  otherwise,  the
following  terms shall have the following  meanings (such meanings to be equally
applicable to both the singular and plural forms of the terms defined):

      "A Drawing"  means a demand for payment under the Letter of Credit made by
presentation of a document in the form of Exhibit A (Same Day Purchase) thereto.

      "Agreement" means this Reimbursement  Agreement,  as the same from time to
time may be amended or supplemented.

      "Authorized  Denominations"  means  the  denominations  of the  Bonds  as
authorized in Section 203 of the Indenture.

      "B Drawing"  means a demand for payment under the Letter of Credit made by
presentation of a document in the form of Exhibit B (Principal) thereto.

      "Bond" or "Bonds" means  individually or collectively,  as appropriate one
or more Taxable  Industrial Revenue Bonds (LabOne,  Inc. Project),  Series 1998A
issued under the Indenture by The City of Lenexa, Kansas.

      "Bond Counsel" shall have the meaning ascribed to it in the Indenture.

      "Bond  Purchase  Agreement"  means the Bond Purchase  Agreement  among the
Issuer, the Underwriter and the Company.

      "Business  Day" means any day other than (i) a Saturday or Sunday,  (ii) a
day on which banking  institutions in the city in which the principal  corporate
trust office of the Trustee,  the Tender Agent and the Remarketing  Agent or the
office of the Bank at which  demands for payment  under the Letter of Credit are
to be presented,  are required or authorized by law to close,  or (iii) a day on
which the New York Stock Exchange is closed.

      "C Drawing"  means a demand for payment under the Letter of Credit made by
presentation of a document in the form of Exhibit C (Interest) thereto.

      "Code" means the Internal Revenue Code of 1986, as amended.


                                       2
<PAGE>


      "Comfort  Letter" has the meaning  assigned to that term in the  recitals
to this Agreement.

      "Date of Issuance" has the meaning  assigned to that term in Section 3(b)
of this Agreement.

      "D Drawing"  means a demand for payment under the Letter of Credit made by
presentation of a document in the form of Exhibit D (Acceleration) thereto.

      "Default"  means any event or condition which with the giving of notice or
the lapse of time or both  would,  unless  cured or  waived,  become an Event of
Default.

      "Environmental Laws" shall mean the Comprehensive  Environmental Response,
Compensation  and Liability Act of 1980, as amended,  42 U.S.C.  ss.ss.  960, et
seq., the Hazardous  Materials  Transportation  Act, 49 U.S.C.  ss.ss.  1801, et
seq.,  the Resource  Conservation  and Recovery Act, 42 U.S.C.  ss.ss.  6901, et
seq., the Toxic  Substances  Control Act of 1976, as amended,  15 U.S.C.  ss.ss.
2601, et seq., the Clean Water Act, 33 U.S.C. ss.ss.  1251-1387, as amended, the
Clean Air Act, 42 U.S.C. ss.ss. 7401, et seq., as amended,  and the Occupational
Safety and Health Act of 1970, as amended, 29 U.S.C. ss.ss. 651, et seq., as any
of the foregoing may be amended, any rule or regulation  promulgated  thereunder
or issued  pursuant  thereto,  and any other  present  or future  and all state,
federal and local environmental,  health and safety statutes, ordinances, rules,
permit conditions,  regulations,  orders or directives addressing environmental,
health or safety issues and rules of common law and any amendments to any of the
foregoing.

      "Environmental   Report"  means  the  Report  of  Phase  II  Environmental
Investigation to the Company from Kingston dated August 14, 1997.

      "ERISA"  means the Employee  Retirement  Income  Security Act of 1974,  as
amended or any successor statute.

      "Event of Default" has the meaning  assigned to that term in Section 7 of
this Agreement.

      "Expiration  Date" has the meaning  assigned to that term in Section 2(a)
of this Agreement.

      "GAAP" means generally accepted accounting  principles as in effect on the
date hereof.  All  accounting  terms not  specifically  defined  herein shall be
construed in accordance with GAAP.

      "Hazardous  Materials"  means (i) any  petroleum  or  petroleum  products,
radioactive  materials,  asbestos in any form that is or could  become  friable,
urea  formaldehyde  foam  insulation,  and  transformers or other equipment that
contain  dielectric fluid containing levels of polychlorinated  biphenyls;  (ii)
any chemicals,  materials or substances defined as or included in the definition
of "hazardous substances," "hazardous wastes," "hazardous materials," "extremely
hazardous wastes,"  "restricted  hazardous wastes," "toxic  substances,"  "toxic
pollutants," or words of similar import, under any applicable Environmental Law.


                                       3
<PAGE>


      "Holdings" means Lab Holdings, Inc., a Missouri corporation.

      "Indebtedness"  means,  with respect to any Person,  (a)  indebtedness for
borrowed money (other than trade payables) or for the deferred purchase price of
property or services in respect of which such Person is liable,  contingently or
otherwise,  as obligor or  otherwise,  or any  commitment  by which such  Person
assures a creditor against loss, including contingent reimbursement  obligations
with respect to letters of credit, (b) any indebtedness  described in clause (a)
which is  guaranteed in any manner by such Person,  including  guarantees in the
form of an agreement to repurchase or reimburse,  (c)  obligations  under leases
which shall have been or should be, in accordance with GAAP, recorded as capital
leases, in respect of which  obligations such Person is liable,  contingently or
otherwise,  as  obligor,   guarantor  or  otherwise,  or  in  respect  of  which
obligations  such Person  assures a creditor  against loss,  including,  without
limitation,  payments related to the Bonds pursuant to the Lease Agreement,  but
specifically  excluding  payments related to the Subordinated  Bonds pursuant to
the Lease  Agreement,  and (d) any  unfunded  obligations  of such Person to any
benefit plan or multiemployer plan.

      "Indenture"  means the Trust  Indenture  referred to in the first  recital
clause of this Agreement.

      "Independent  Architect"  means  such  architect,   engineer  or  firm  of
architects or engineers selected by the Company and licensed by, or permitted to
practice  in, the State,  which  architect,  engineer or firm of  architects  or
engineers shall have no interest, direct or indirect, in the Company and, in the
case of an  individual,  shall not be a  director,  officer or  employee  of the
Company and, in the case of a firm, shall not have a partner,  member, director,
officer or employee who is a director,  officer or employee of the  Company;  it
being  understood  that  an  arm's-length  contract  with  the  Company  for the
performance of architectural or engineering  services shall not in and of itself
be regarded as  creating  an interest in or an employee  relationship  with such
entity and that the term  Independent  Architect  may  include an  architect  or
engineer  or  a  firm  of  architects  or  engineers  who  otherwise   meet  the
requirements of this definition and who also are under contract to construct the
facility that they have designed.

      "Interest  Payment  Date" has the  meaning  assigned  to that term in the
Indenture.

      "Issuer" has the meaning assigned to that term in the first recital clause
of this Agreement.

      "Kingston" means Kinston  Environmental  Services,  the entity retained to
prepare the Environmental Report.

      "Lease  Agreement"  has the  meaning  assigned  to that  term in the first
recital clause of this Agreement.

      "Letter of Credit"  has the  meaning  assigned  to that term in the fourth
recital clause of this Agreement.

                                       4

<PAGE>


      "Net Worth" has the meaning  assigned to that term in Section 6(k) of this
Agreement.

      "Official Statement" means the Official Statement dated September 4, 1998,
used by the Underwriter in connection with the sale of the Bonds.

      "Ordinary  Course of  Business"  means the  Company's  ordinary  course of
business, including, without limitation, laboratory testing, risk assessment and
substance abuse testing and the acquisition of businesses engaged in one or more
of the lines of business of the Company.

      "Outstanding" has the meaning assigned to that term in the Indenture.

      "Paying Agent" has the meaning assigned to that term in the Indenture.

      "PBGC"  means the  Pension  Benefit  Guaranty  Corporation  or any  entity
succeeding to any or all of its functions under ERISA.

      "Person" means an individual,  a firm, a  corporation,  a partnership,  an
association,  a  limited  liability  company,  a trust or any  other  entity  or
organization,  including a government or political  subdivision  or an agency or
instrumentality thereof.

      "Pledge and Security  Agreement"  means the Pledge and Security  Agreement
dated as of September 1, 1998, executed by Company and Bank.

      "Pledged  Bonds" has the meaning  assigned to that term in Section 3(d) of
this Agreement.

      "Prime  Rate" for any day shall  mean the per annum rate of  interest  for
such day  announced by the Bank from time to time as its base rate or equivalent
rate,  with any change in such prime rate or  equivalent  to be effective on the
date of such  change,  it being  understood  that such rate may not be the best,
most favorable or lowest rate offered by the Bank.

      "Project" has the meaning assigned to that term in the Indenture.

      "Project Costs" has the meaning assigned to that term in the Indenture.

      "Project Funds" has the meaning assigned to that term in the Indenture.

      "Property" or  "Properties"  means any real  property  owned or leased at
any time by the Company.

      "Purchase  Price" means,  with respect to a Bond,  the amount of principal
and accrued interest, if any, necessary to purchase such Bond in accordance with
Sections 306 or 307 of the Indenture.

                                       5

<PAGE>


      "Related Documents" means this Agreement, the Letter of Credit, the Pledge
and Security Agreement,  the Security Agreement,  the Bonds, the Indenture,  the
Lease Agreement,  the Bond Purchase Agreement,  the Remarketing  Agreement,  the
Preliminary Official Statement,  the Official Statement, the Security Documents,
and any other document, agreement or instrument relating thereto.

      "Remarketing  Agent"  means  George  K.  Baum &  Company,  and  any  other
remarketing  agent appointed in accordance with the provisions of the Indenture,
and their respective successors and assigns.

      "Remarketing  Agreement"  means  the  Remarketing  Agreement  dated  as of
September 1, 1998 between the Company and the Remarketing Agent, as the same may
be amended or  supplemented  from time to time,  and any  remarketing  agreement
between the Company and a successor Remarketing Agent.

      "Security  Agreement"  has the meaning  assigned to that term in the fifth
recital clause of this Agreement.

      "Security  Documents"  has the meaning  assigned to that term in the fifth
recital clause of this Agreement.

      "State" means the State of Kansas.

      "Stated  Amount"  means  the  aggregate  amount  that at such  time may be
demanded  under the  Letter of Credit,  subject  to  reduction  or  increase  as
provided therein.

      "Subordinate  Bonds" means those certain Taxable  Industrial Revenue Bonds
(LabOne, Inc. Project),  Series 1998B and Series 1998C in an aggregate amount of
$13,000,000 that Company has requested the Issuer to issue and that Company will
purchase.

      "Tangible Net Worth" has the meaning assigned to that term in Section 6(k)
of this Agreement.

      "Termination  Date" has the meaning assigned to that term in Section 3(b)
of this Agreement.

      "Trustee"  has the  meaning  assigned  to that term in the  first  recital
clause of this Agreement.

      "Underwriter"  means  George K. Baum & Company and their  successors  and
assigns.

      "Written Request" has the meaning assigned to that term in the Indenture.

     Section  2..Issuance  of the  Letter of  Credit;  Conditions  Precedent  to
Issuance of the Letter of Credit

                                       6

<PAGE>


          (a)   Issuance of the Letter of Credit:  Substitute Letters of Credit.

               (i) Subject to the terms and  conditions of this  Agreement,  the
          Bank  agrees to issue the Letter of Credit on the Date of  Issuance in
          the form of Annex I hereto,  to expire  initially  on  October 5, 2001
          (such  date,  as it may be  extended  pursuant  to clause (ii) of this
          Section 2(a) (the "Expiration Date").

               (ii) The  Company  must  provide  to the Bank  written  notice of
          Company's  request to extend the Expiration Date (a "Notice  Request")
          at least 485 days prior to the Expiration Date, if Company desires the
          Bank to extend the Expiration  Date of the Letter of Credit by issuing
          an amendment to the Letter of Credit,  extending the  Expiration  Date
          for a twelve (12) month period.  In accordance with Section  2(a)(iii)
          Bank will  within 60 days  after its  receipt  of the  Notice  Request
          determine whether Bank will extend the Expiration Date for a period of
          twelve months.

               (iii) The Bank shall not be  required to issue any  amendment  or
          substitute  letter of credit to extend the then Expiration Date of the
          Letter of Credit and only an  appropriate  writing  signed by the Bank
          and  received  by  the  Trustee  shall   constitute  an  amendment  or
          substitute  letter of credit.  In the event the Bank upon the  written
          request of Company, amends the Letter of Credit or issues a substitute
          letter of credit for the purpose of extending the Expiration Date, the
          amendment shall be effective, or the substitute letter of credit shall
          be issued to be  effective,  on the date of  delivery  thereof  to the
          Trustee,  and the  terms  and  conditions,  fees and  commissions,  as
          provided  in this  Agreement  shall  apply to such  amended  Letter of
          Credit or substitute letter of credit, except as then otherwise agreed
          in writing by the Company  and the Bank.  In the event the Bank in its
          sole discretion  determines not to amend the Letter of Credit or issue
          a substitute letter of credit,  the Bank will give the Company and the
          Trustee  notice  that it has  determined  not to amend  the  letter of
          credit  or  to  issue  a  substitute  letter  of  credit  ("Notice  of
          Non-Renewal")  within  sixty  (60) days of the  Bank's  receipt of the
          Notice Request.

               (iv) The Company may  exercise  any right it  otherwise  may have
          under the  Indenture or the Lease  Agreement to obtain an alternate or
          substitute  letter  of  credit  or  credit  support  facility  from  a
          financial  institution other than the Bank at any time, subject to the
          obligation  of the Company to pay the  balance of the annual  issuance
          fee due the Bank if such right is exercised  prior to October 1, 1999,
          as provided in Section 3(b) hereof.

          (b) Conditions  Precedent to the Issuance of the Letter of Credit. The
     obligation  of the Bank to issue the  Letter of  Credit is  subject  to the
     following conditions precedent:

                                       7

<PAGE>




               (i) The  Bank  shall  have  received  on or  before  the  Date of
          Issuance the following,  each dated the Date of Issuance,  in form and
          substance satisfactory to the Bank:

                    (1) this Agreement and all Security  Documents duly executed
               by the Company;

                    (2) certified  articles of  incorporation  and good standing
               certificate  of the  Company,  certified  no earlier than 15 days
               prior  to the  Date  of  Issuance  by  the  Kansas  and  Delaware
               Secretaries of State;

                    (3) a copy of the  resolutions  of the Board of Directors of
               the Company, certified by the Secretary or an Assistant Secretary
               of  the  Company  (which   certificates  shall  state  that  such
               resolutions  are  in  full  force  and  effect  on  the  Date  of
               Issuance), authorizing the execution, delivery and performance of
               the  Related  Documents  to which the  Company is a party and any
               other  documents  as  Bank  may  require  to  evidence  Company's
               authority to execute,  deliver and perform this Agreement and the
               transactions contemplated hereby;

                    (4) a certificate of the Secretary or Assistant Secretary of
               the  Company  certifying  the  names and true  signatures  of the
               officers of the Company authorized to sign the documents;  

                    (5) an opinion of counsel to the Company as to such  matters
               as the  Bank  may  reasonably  request,  which  opinion  shall be
               satisfactory to the Bank in form and substance;

                    (6) an  opinion of Bond  Counsel  as to such  matters as the
               Bank may reasonably request,  which opinion shall be satisfactory
               to the Bank in form and substance;

                    (7) an executed  copy (or a duplicate  thereof) of the Lease
               Agreement;

                    (8)  an  executed  copy  (or a  duplicate  thereof)  of  the
               Indenture;

                    (9)  an  executed  copy  (or a  duplicate  thereof)  of  the
               Remarketing Agreement;

                    (10)  certified  copies of the  resolution or resolutions of
               the  Issuer  authorizing  the  execution  and  delivery  of,  and
               performance  by  the  Issuer  under,  the  Indenture,  the  Lease
               Agreement and the other Related  Documents to which the Issuer is
               a party;

                                       8

<PAGE>

                    (11) a copy of the  Preliminary  Official  Statement  and an
               executed copy of the Official Statement;

                    (12)  evidence  of rating of the Bonds by  Standard & Poor's
               Ratings Group acceptable to the Bank;

                    (13) a certificate  of an authorized  officer of the Trustee
               dated the Date of Issuance,  certifying  inter alia the names and
               the  signatures  of the  officers  of the Trustee  authorized  to
               execute  the  Indenture  and  permitting  Bank  to  rely  on  the
               Trustee's Certificate required under the Bond Purchase Agreement;

                    (14) evidence of zoning and a copy of  construction  permits
               (for the Project);

                    (15) final plans and specifications for the Project;

                    (16) a Project budget, architect's contract and construction
               contract;

                    (17) Owner's title  insurance  policy in favor of the Issuer
               and in favor of the Bank and the Trustee,  as their interests may
               appear,  containing  no  exceptions  as to  mechanic's  liens and
               survey;

                    (18) the Environmental Report;

                    (19)  evidence  satisfactory  to the Bank (which may include
               the survey and  surveyor's  certification)  that the Project does
               not lie within a flood  plain or an area  designated  as wetlands
               or, in the Bank's sole judgment, has adequate flood insurance;

                    (20) receipts  from the initial  purchasers of the Bonds and
               the Subordinate Bonds evidencing their delivery;

                    (21)  insurance  certificates   reflecting  Builder's  Risk,
               general liability,  property and worker's compensation  insurance
               coverages  in form and  amount  and with  such  companies  as are
               approved by the Bank;

                    (22) an executed copy of the Comfort Letter; and

                    (23) such other documents,  instruments,  approvals (and, if
               requested by the Bank,  certified  duplicates of executed  copies
               thereof) or opinions as the Bank may reasonably request, and such
               matters as are provided in the proposal letter of Bank to Company
               dated May 21, 1998 (the "Proposal Letter").


                                       9
<PAGE>




               (ii) The  following  statements  shall be true and correct on the
          Date of Issuance and the Bank shall have received  certificates signed
          by duly  authorized  officers of the  participants,  dated the Date of
          Issuance, stating that:

                    (1) the  representations  and warranties made by the Company
               contained in Section 5 of this Agreement and in any other Related
               Document to which the Company is a party or in any other  writing
               or  instrument  issued in connection  herewith or therewith,  are
               true and correct on and as of the Date of Issuance as though made
               on and as of such date; and

                    (2) no  Default  or Event of  Default  has  occurred  and is
               continuing,  or would  result from the  issuance of the Letter of
               Credit.

              (iii) on or before the Date of Issuance:

                    (1) this  Agreement  and the Related  Documents  shall be in
               full force and effect;

                    (2) all  conditions  precedent  to the issuance of the Bonds
               shall have occurred; and

                    (3)  the  Issuer  shall  have  duly  executed,   issued  and
               delivered  all of the Bonds  pursuant to the Indenture and all of
               the Bonds  shall have been placed  pursuant to the Bond  Purchase
               Agreement.

               (iv) The  Company  shall have paid to the Bank the fees  provided
          for in Section 3(b) hereof.

     Section 3..Reimbursement and Other Payments.

          (a) Reimbursement. The Company hereby agrees:

               (i) to pay to the Bank immediately and without demand,  not later
          than 2:00 p.m.  (Kansas City time) two business days prior to the date
          any payment is to be made under the Letter of Credit,  pursuant to any
          "B Drawing",  any "C Drawing" or any "D Drawing", to pay the principal
          of or  interest  on the Bonds,  as the case may be, and not later than
          2:00 p.m. (Kansas City time) on the date any drawing is made under the
          Letter of  Credit  pursuant  to any "A  Drawing,"  in all  cases  such
          payment  to the  Bank to be the  amount  which  the Bank  advises  the
          Company is an amount  equal to the full  amount paid or expected to be
          paid under the Letter of Credit; provided,  however, 
          notwithstanding the foregoing any amount payable with respect to an "A
          Drawing" shall be payable to the Bank as follows:

                    (1) Interest on such amount shall be payable at the interest
               rate set forth in Section  3(a)(iii)  hereof and shall be payable
               at the


                                       10
<PAGE>


                same time  interest  on the Bonds is due and  payable  under the
                Indenture, and such payment shall constitute full payment of the
                interest due on Pledged Bonds; and

                    (2) The  principal of such Pledged Bonds shall be due on the
               Termination Date.

               (ii)  to pay to the  Bank on  demand  any  and  all  charges  and
          expenses  that the Bank may pay or incur  relative  to the  Letter  of
          Credit,  including without limitation,  the costs, expenses,  fees and
          taxes referred to in Sections 3(c), 12 and 16 hereof;

               (iii)  to pay to the  Bank  on  demand  interest  on any  and all
          amounts required to be paid from and after the due date of payments as
          provided in Sections 3(a)(i),  3(a)(ii),  3(a)(iv), 3(b), 3(c), 12 and
          16; and until  payment  is made in full,  at a  fluctuating  per annum
          interest rate equal to the Prime Rate plus three percent (3%); and

               (iv) to pay to the Bank on the first day of each month commencing
          October 1, 1998, an amount equal to one-twelfth (1/12th) of the annual
          amount  of  principal  next  due  on the  Bonds  pursuant  to  Section
          302(g)(i) of the Indenture, such amount shall be held by the Bank in a
          segregated  trust  account as security for all amounts due  hereunder.
          All  amounts  held  in  such  account  shall  be  invested  in a  U.S.
          Government money market account or such other investment acceptable to
          the Bank and the Company and interest on such amounts  shall accrue to
          such  account  until the  amount  deposited  therein is applied as set
          forth in this  subparagraph.  The Company hereby instructs the Bank to
          apply the amounts on deposit in said account to immediately  reimburse
          the Bank for amounts due under Section 3(a)(i) hereof in the following
          order of  priority:  (1) first,  with  respect to payment  for Pledged
          Bonds which are subject to  mandatory  redemption  pursuant to Section
          302(g)(i)  of the  Indenture,  payable by the Bank to the  Trustee for
          deposit in the Bond Fund to be disbursed by the Trustee in  accordance
          with the  Indenture  to redeem said  Pledged  Bonds,  (2)  second,  to
          satisfy  amounts  owing  by the  Company  to the Bank  hereunder  with
          respect to any "B Drawing," and (3) third, to satisfy amounts owing by
          the Company to the Bank  hereunder  with  respect to any "C  Drawing,"
          made in connection with a "B Drawing".  In no event shall the Bank use
          any moneys in said  account to honor draws under the Letter of Credit.
          The Bank shall  provide the Company  with  statements  with respect to
          such account on at least a quarterly basis.

     The Company's  payment  obligations  under this Section 3 shall survive the
     termination of this Agreement.

          (b)  Commissions  and Fees.  The Company agrees to pay the Bank (i) an
     origination  fee payable on the Date of  Issuance  of $-0-,  (ii) an annual
     issuance fee, payable on the Date of Issuance  (prorated  through September
     30, 1998) and thereafter

                                       11

<PAGE>


     Quarterly  in  advance  on the first day of each  quarter  commencing  with
     October 1, 1998, or the next succeeding Business Day thereafter if any such
     day is not a  Business  Day,  computed  at the  rate of .60 of one  percent
     (.60%) per annum of the Stated  Amount  from time to time  available  to be
     drawn under the Letter of Credit (plus the amount of any "C Drawing"  which
     is  automatically  reinstatable  under the  Letter of Credit  prior to such
     reinstatement) from and including the Date on which the Letter of Credit is
     issued (the "Date of  Issuance")  until the last day a drawing is available
     under the Letter of Credit (the "Termination Date"), provided, that, if the
     Termination  Date occurs  prior to October 1, 1999 by reason of the Company
     having  obtained  an  alternate  letter of credit or  substitute  letter of
     credit or credit  support  facility  to credit  enhance  the Bonds prior to
     October 1, 1999, the Company will pay the Bank on the Termination  Date the
     balance of the annual  issuance fee for the period  October 1, 1998 through
     October 1, 1999,  (iii) a negotiation fee of $150 upon each date of Drawing
     under the Letter of Credit, and (iv) a sum equal to $500 upon each transfer
     of the Letter of Credit in accordance with its terms.

          (c)  Increased  Costs.  If the  Bank  reasonably  determines  that the
     introduction of, change in, or change in the  interpretation or application
     of, any law, rule,  regulation or directive by any court or  administrative
     or governmental  authority  charged with the  administration  thereof shall
     either  (i)  impose,  modify  or deem  applicable  any  taxation,  reserve,
     assessment, special deposit or other requirement with respect to letters of
     credit  issued by, or with respect to any other  extension of credit by, or
     assets held by, or deposits in or other liabilities for the account of, the
     Bank  or (ii)  impose  on the  Bank  any  other  condition  regarding  this
     Agreement,  the Letter of Credit, or any collateral therefor, or any of the
     transactions in the preceding clause (i), or (iii) affect the amount of any
     deduction  that the Bank may take for  purposes of federal,  state or local
     income  taxes in  respect  of the  cost,  including,  but not  limited  to,
     interest,  costs of maintaining  the Letter of Credit or the  reimbursement
     obligations of the Company hereunder,  and the result of any event referred
     to in clause (i),  (ii) or (iii) above  shall be to increase  the cost,  or
     diminish the anticipated  return, to the Bank of issuing or maintaining the
     Letter of Credit or the reimbursement obligations of the Company hereunder,
     or reduce the amounts receivable by the Bank hereunder or thereunder (which
     increase  in cost,  diminution  in  return or  reduction  of  amounts,  are
     determined  by the Bank's  reasonable  allocation  of the aggregate of such
     costs,  increases,  diminution in return, or reductions resulting from such
     event,  or  reduce  the rate of  return  on all or any  part of the  Bank's
     capital as described in the next succeeding sentence,  then, upon demand by
     the Bank, the Company will immediately pay to the Bank from time to time as
     specified by the Bank additional amounts which are sufficient to compensate
     the Bank on an  after-tax  basis for such  increased  cost,  diminution  in
     return,  reduction  or loss of  profitability  from the date of such  event
     together with interest on such amount from the date demanded  until payment
     in full at the rate set forth in Section 3(a)(iii) above. If after the date
     hereof,   the  Bank  reasonably   determines  that  the   introduction  of,
     implementation  of,  change  in,  or  change  in  the  interpretation,   or
     application  of, any law, rule,  regulation,  guideline or directive by any
     governmental  authority,  central bank or other  comparable  agency charged
     with the  interpretation or administration  thereof,  imposes,  modifies or
     deems  applicable any capital  adequacy or similar  requirement  (including
     without limitation a


                                       12
<PAGE>




     request or requirement which affects the manner in which the Bank allocates
     capital resources to its commitments,  including its obligations hereunder)
     and as a result  thereof,  in the sole  opinion  of the  Bank,  the rate of
     return on the Bank's capital as a consequence of its obligations  hereunder
     is reduced to a level below that which the Bank could have achieved but for
     such circumstances, then, upon demand by the Bank, the Company shall pay to
     the  Bank,  in  the  manner  described  in  the  preceding  sentence,  such
     additional amount as will compensate the Bank for such reduction in rate of
     return.  A certificate  setting forth such  increased  cost,  diminution in
     return,  or reduction of amounts or in rate of return  incurred by the Bank
     as  a  result  of  any  event  mentioned  above  and  giving  a  reasonable
     explanation  thereof,  submitted by the Bank to the Company (absent error),
     shall be conclusive  and binding for all purposes.  The  provisions of this
     Section 3(c) shall survive termination of this Agreement.

          (d) Pledge of Bonds. As security for the payment of the obligations of
     the Company pursuant to Section 3(a) hereof, the Company will pledge to the
     Bank,  and grant to the Bank a security  interest in, its right,  title and
     interest  in and to  Bonds  delivered  to the  Bank in  connection  with "A
     Drawings"  (herein  called  "Pledged  Bonds"),  pursuant  to the Pledge and
     Security Agreement.

          (e) Release of Pledged Bonds. Upon reimbursement of any "A Drawing" in
     accordance  with Section 3(a)(i) above,  together with accrued  interest to
     the  date of  such  payment  on the  amount  to be  paid,  the  outstanding
     obligations of the Company under Section  3(a)(i) above shall be reduced by
     the amount of such  payment,  interest  shall cease to accrue on the amount
     paid and, upon  reinstatement  of the Letter of Credit  pursuant to Section
     3(f)  below,  the Bank  shall  release to the  Company  from the Pledge and
     Security  Agreement,  a  principal  amount of  Pledged  Bonds  (but only in
     Authorized  Denominations)  held under the Pledge  and  Security  Agreement
     corresponding  and  equal  to (or as  closely  equal  as  possible  without
     exceeding the amount of such  reimbursement)  the principal  amount of such
     Pledged Bonds included in the "A Drawing" reimbursed by such payment.

          (f) Reinstatement of Letter of Credit. (i) Upon receipt by the Bank of
     notice from the  Remarketing  Agent that the Pledged  Bonds  pledged to the
     Bank in  connection  with  an "A  Drawing"  have  been  remarketed  and the
     reimbursement  of any amount owing  pursuant to Section  3(e)  hereof,  and
     concurrent with the release of the Pledged Bonds as specified therein,  the
     obligation of the Bank to honor  demands for payment of "A Drawings"  under
     the  Letter  of  Credit  will  be  automatically  reinstated  to the  total
     principal  amount of the released Bonds plus interest thereon at 12% for 57
     days  upon  issuance  of notice  of such  reinstatement  by the Bank to the
     Trustee;  provided,  however,  the Bank in its complete and sole discretion
     may  refuse to release  any  Pledged  Bonds  from the  pledge and  security
     interest  and may refuse to  reinstate  the amount  thereof as aforesaid if
     there  shall  have  occurred  and be  continuing  any  Default  or Event of
     Default.

               (i) The obligation of the Bank to honor demands for payment of "C
          Drawings" under the Letter of Credit will be automatically  reinstated
          to the total

                                       13
<PAGE>


          principal amount of the Bonds Outstanding plus interest thereon at 12%
          for 57 days, on the eleventh (11th) business day after the Bank honors
          a "C Drawing" made under the Letter of Credit; provided, however, that
          the Bank in its complete and sole  discretion  may refuse to reinstate
          the amount of the Letter of Credit as  aforesaid  by giving  notice to
          the beneficiary of the Letter of Credit on or before 5:00 p.m., Kansas
          City time, on the tenth (10th) business day after the Bank honors such
          "C  Drawing"  that  an  Event  of  Default  has  occurred  under  this
          Reimbursement  Agreement  and the Bank has declined to reinstate  such
          amount of the Letter of Credit.

               (g)  Payments  on  Pledged  Bonds.  Payments  by  the  Issuer  of
          principal  or interest due on the Pledged  Bonds held  pursuant to the
          Pledge and Security  Agreement,  which  payments have been received by
          the Bank,  shall be credited  against  payments due under Section 3(a)
          above.  Receipt and application of any such payments,  however,  shall
          not be in satisfaction  of, or relieve the Company from, the Company's
          payment  obligations  under  Section  3(a)  above to the extent of any
          deficiency in the amount so received by the Bank.

               (h)  Payments  and  Computation  of Payments  and  Interest.  All
          payments by the Company to the Bank hereunder  shall be made in lawful
          currency of the United States and in  immediately  available  funds at
          the Bank's office set forth in the preamble  hereof,  or at such other
          place  as  it  may  designate  in  writing  without  any  withholding,
          deduction or setoff. Funds received after 2:00 p.m., Kansas City Time,
          shall be  deemed to have been  received  by the Bank on the  following
          Business Day, and if any amount payable  hereunder shall fall due on a
          day that is not a Business  Day,  then such due date shall be extended
          to the next  succeeding  Business  Day.  In each such  case,  interest
          and/or fees provided  hereunder  shall  continue to accrue during such
          extension.  If any payment by the Bank under the Letter of Credit with
          respect to a demand for  payment by the  Trustee  thereunder  shall be
          reimbursed  by the  Company to the Bank on or before  2:00 p.m. at the
          Bank's  address  as set forth  above on the same date such  payment is
          made by the Bank,  no  interest  shall be  payable  on the  reimbursed
          amount. Interest and commission payable hereunder shall be computed on
          the basis of a year of 360 days and actual days elapsed.  All payments
          and other  recoveries of money received by the Bank hereunder shall be
          applied:  FIRST, to the payment of fees,  costs,  expenses,  taxes and
          indemnification amounts required hereunder;  SECOND, to the payment of
          interest  as  provided  herein;  and THIRD,  to the  reimbursement  of
          amounts drawn under the Letter of Credit.


                                       14
<PAGE>


                    (i)  Conversion of Interest  Rate Mode to  Semiannual  Mode,
               Annual  Mode or a  Multi-Year  Mode.  In the event  that  Company
               elects to change the Interest  Rate Mode in  accordance  with the
               Indenture to a Semiannual Mode,  Annual Mode or a Multi-Year Mode
               and  the  Bank  has  approved  the  changes,  and  in  connection
               therewith,  the Bank is  requested  and  agrees to  increase  its
               Letter of Credit to provide for additional days interest coverage
               under the  Indenture or the Lease  Agreement,  Company  agrees to
               enter into a modification of this Reimbursement Agreement and any
               modifications to any Security  Documents to reflect the increased
               amount of the  indebtedness,  as may be  reasonably  required  by
               Bank.

     Section  4..Obligations  Absolute.  Except  as  hereinafter  provided,  the
obligations of the Company under this Agreement and the Security Documents shall
be  absolute,  unconditional  and  irrevocable  and shall be paid and  performed
strictly  in  accordance  with the  terms  of this  Agreement  and the  Security
Documents,  under all circumstances whatsoever,  including,  without limitation,
the following circumstances:

          (a) any lack of  validity or  enforceability  of the Letter of Credit,
     this  Agreement,  the  Bonds,  the  Indenture,  the  Lease  Agreement,  the
     Remarketing Agreement or any other Related Document;

          (b) any  amendment or waiver of, or any consent to or  departure  from
     all or any of the Related Documents which is not consented to in writing by
     the Bank;

          (c) the existence of any claim, setoff,  defense or other rights which
     the Company may have at any time against the Trustee,  any  beneficiary  or
     any transferee of the Letter of Credit (or any persons or entities for whom
     the Trustee,  any such  beneficiary or any such  transferee may be acting),
     the Bank, the Remarketing  Agent or any other person or entity,  whether in
     connection  with this  Agreement,  the Related  Documents or any  unrelated
     transaction;

          (d) any statement or any other document  presented under the Letter of
     Credit proving to be forged,  fraudulent,  invalid or  insufficient  in any
     respect or any statement  therein being untrue or inaccurate in any respect
     whatsoever;

          (e)   payment  by  the  Bank  under  the  Letter  of  Credit   against
     presentation of a draft or certificate which does not comply with the terms
     of the Letter of Credit; or

          (f) any other  circumstance  or happening  whatsoever,  whether or not
     similar to any of the foregoing.

     Section  5..Representations and Warranties.  In order to induce the Bank to
enter  into this  Agreement  and to issue the Letter of Credit  pursuant  to the
terms hereof, the Company makes the following  representations and warranties to
the  Bank,  all of which  shall  survive  the  execution  and  delivery  of this
Agreement:


                                       15
<PAGE>




          (a) Status.  The  Company is a duly  organized  and  validly  existing
     Delaware  corporation  in good standing and qualified to do business in the
     State as a foreign  corporation  and has the power and authority to own its
     property  and to transact  the business in which it is engaged or presently
     proposes  to  engage  and  is  duly  qualified  or  licensed  as a  foreign
     corporation in good standing in each  jurisdiction  other than the State in
     which such  qualification  is  required,  except where the failure to be so
     licensed  or  qualified  would not have a  material  adverse  effect on the
     Company taken as a whole.

          (b) Power and Authority. The Company has the power to execute, deliver
     and  carry out the terms and  provisions  of this  Agreement  and the other
     Related Documents to which it is a party and has taken all necessary action
     to authorize the execution,  delivery and performance of this Agreement and
     the  other  Related  Documents  to  which  it is a party  and  the  actions
     hereunder and thereunder. This Agreement and the other Related Documents to
     which the Company is a party are the legal,  valid and binding  obligations
     of the Company  enforceable  in  accordance  with their  respective  terms,
     except as enforcement  may be limited by bankruptcy,  insolvency or similar
     laws affecting the enforcement of creditors' rights generally.

          (c) Compliance with Other  Instruments.  The Company is not in default
     under any agreement to which it is a party (other than an agreement related
     to a trade  payable) which default would  materially  impair the ability of
     the Company to perform its obligations  under this  Agreement,  and neither
     the  execution,  delivery or  performance  of this  Agreement  or the other
     Related  Documents to which the Company is a party nor the  consummation of
     the transactions  herein or therein  contemplated,  nor compliance with the
     terms and provisions  hereof or thereof,  will  contravene any provision of
     any  material  law,  statute,  rule or  regulation  to which the Company is
     subject  or any  material  judgment,  decree,  franchise,  order or  permit
     applicable to the Company or will conflict or be inconsistent  with or will
     result  in any  breach  of,  any of the  terms,  covenants,  conditions  or
     provisions of, or constitute a default under,  or result in the creation or
     imposition of (or the  obligation  to create or impose) any material  lien,
     security interest, charge or encumbrance upon any property or assets of the
     Company pursuant to the terms of any material indenture,  mortgage, deed of
     trust,  agreement or other instrument to which the Company is a party or by
     which it is bound or to which it may be subject,  or violate any  provision
     of the Articles of Incorporation or Bylaws of Company.

          (d) Litigation. Except as previously disclosed to the Bank in writing,
     there are no actions, suits or proceedings pending or threatened against or
     affecting  the  Company   before  any  court  or  tribunal  or  before  any
     governmental or administrative body or agency,  which in any one case or in
     the aggregate if determined  adversely to the interest of the Company would
     have a  material  adverse  effect on the  business,  properties,  condition
     (financial or otherwise) or operations,  of the Company,  taken as a whole.
     The Company is not in default in any  material  respect with respect to any
     applicable statute, rule, writ, injunction,  decree, order or regulation of
     any governmental authority having jurisdiction over the Company.

                                       16

<PAGE>

          (e) Governmental Approvals. No order, permission,  consent,  approval,
     license,  authorization,  registration or validation of, or filing with, or
     exemption  by,  any  governmental  agency,  commission,   board  or  public
     authority is required to authorize,  or is required in connection with, the
     execution,  delivery and performance of this Agreement or any other Related
     Document  to which the  Company is a party by the  Company or the taking of
     any action hereby or thereby contemplated by the Company.

          (f) Financial  Statements.  The Company has  heretofore  furnished the
     Bank the balance  sheet of the Company  dated June 30, 1998 and the related
     statements  of income and cash flows for the period ended on such  date(s).
     As of such date(s) the Company had no material  liabilities,  contingent or
     otherwise,  which were  required to be recorded  in  accordance  with GAAP,
     other  than  those  set  forth  on such  financial  statements,  which  may
     materially adversely affect the operations, business, property or assets or
     condition  (financial or  otherwise) of the Company taken as a whole.  Such
     financial  statements  (including  in each case the related  schedules  and
     notes) fairly presented the financial  condition of the Company,  as of the
     date(s) of such  balance  sheet and the results of its  operations  for the
     period covered by such statements of income and cash flows.  There has been
     no material adverse change in the operations, business, property or assets,
     or in the  condition  (financial  or  otherwise)  of the Company  since the
     date(s) of the respective financial statements referenced above.

          (g) Federal Reserve Margin Regulations.  The Company is not engaged in
     the business of extending  credit for the purpose of purchasing or carrying
     any  margin  stock  (within  the  meaning of  Regulation  U of the Board of
     Governors of the Federal Reserve System of the United States). If requested
     by the Bank, the Company will furnish to the Bank  statements in conformity
     with the  requirements  of the  Federal  Reserve  Form U-1  referred  to in
     Regulation U of said Board of Governors.

          (h) Environmental Representations.

               (i)  Except  as   previously   disclosed   to  the  Bank  in  the
          Environmental  Report or  otherwise  in writing,  all  Property of the
          Company  and the  operations  and  activities  thereon,  have been and
          continue  to be in  compliance  in  all  material  respects  with  the
          requirements  of  all  applicable   Environmental   Laws.   Except  as
          previously  disclosed  to the  Bank in  writing,  the  Company  has no
          knowledge of any presence, disposal, release, or threatened release of
          any Hazardous  Materials  that  constitutes or results in any material
          respect  in  a  violation  or  claimed  violation  of  any  applicable
          Environmental  Law on or  from  any  Property.  Except  as  previously
          disclosed to the Bank in writing,  the Company has no knowledge of any
          actions,  suits,  investigations,   liabilities,  inquiries  or  other
          proceedings,  rulings,  orders,  or  citations  involving  the Company
          pending,  existing or threatened,  as the result of the failure of the
          Company or any predecessor of Company,  to comply (or the assertion of
          liability  even  if  in  compliance)   with  any  requirement  of  any
          Environmental  Law with respect to any  Property.  For the purposes of
          this  Agreement,  the terms  "disposal,"  "release,"  and  "threatened
          release," shall mean any disposal,  release, and threatened release in
          or


                                       17
<PAGE>

           for  the  purposes  of  the  Comprehensive   Environmental  Response,
           Compensation,  and Liability Act, as amended ("CERCLA"), or any other
           Environmental  Law,  as  in  effect,  now  for  the  making  of  this
           representation on the date hereof, or at any time hereafter when this
           representation is made.

               (ii) Without limiting the generality of the foregoing:

                    (1) Except as  previously  disclosed to the Bank in writing,
               there  are  no   outstanding   orders,   judgments,   decrees  or
               stipulations   of  any   court,   any   other   governmental   or
               administrative body or agency (including,  but not limited to, in
               favor of any citizens'  group)  affecting  any  Property,  or any
               portion thereof,  based on any violation or claimed  violation of
               any Environmental Law. Except as previously disclosed to the Bank
               in writing,  the Company has all permits necessary for discharges
               to the air or water from its  operations  and  activities  on any
               Property  or  affecting  solid and  hazardous  waste  generation,
               storage,  treatment,  and disposal on or from any  Property.  All
               material permits required under applicable  Environmental Laws to
               enable the Company to operate its business at the Property are in
               full  force  and  effect,   and  all  material  permits  and  all
               conditions   and   agreements   contained   therein   have   been
               substantially complied with.

                    (2) Except as  previously  disclosed to the Bank in writing,
               to the best  knowledge  of the  Company,  no  materials  from any
               Property  have been disposed of at any of the sites listed by the
               U.S.  Environmental  Protection  Agency in the  proposed or final
               National  Priorities  List of  hazardous  waste  sites  developed
               pursuant to Section  105(8)(B) of CERCLA or any similar  official
               state list as of the date hereof. Additionally,  to the knowledge
               of the Company,  no Property and no other real property  formerly
               owned, occupied, used or leased by the Company is presently under
               investigation by federal, state or local governmental authorities
               or is listed on the above-mentioned  National Priorities List or,
               except  as  previously  disclosed  to the  Bank  in  writing,  is
               formally  proposed  for listing on the  above-mentioned  National
               Priorities List or any similar official state list.

                    (3) The  Company  has  previously  provided  to the  Bank in
               writing a list of all underground  storage  facilities ("UST") of
               any  type  on each  of the  Properties  and  such  list is  true,
               accurate and complete as of the date hereof.

                    (4) Except as  previously  disclosed to the Bank in writing,
               to the best of the knowledge of the Company, no Property contains
               any polychlorinated  biphenyls as defined by the Toxic Substances
               Control Act, as amended.


                                       18
<PAGE>




          (i) ERISA. Except as previously  disclosed to the Bank in writing, the
     Company has not incurred any material accumulated funding deficiency within
     the  meaning of ERISA or incurred  any  material  liability  to the PBGC in
     connection with any employee  benefit plan (or other class of benefit which
     the PBGC has elected to insure) other than a multiemployer  plan within the
     meaning of ERISA, or, to the Company's actual knowledge, in connection with
     any such  multiemployer  plan,  established  or  maintained by the Company.
     Except as  previously  disclosed  to the Bank in  writing,  the Company has
     fully complied in all material respects with the applicable administrative,
     reporting and substantive  requirements  of ERISA and any other  applicable
     law, rule or regulation with respect to each such plan.

          (j) Investment Company Act. The Company is not an "investment company"
     or a company  controlled by an "investment  company"  within the meaning of
     the Investment Company Act of 1940, as amended.

          (k) Taxes. The Company has filed all United States federal tax returns
     and all other tax returns  which are  required to be filed and has paid all
     taxes due pursuant to said returns or pursuant to any  assessment  received
     by the Company  except such taxes,  if any, as are being  contested in good
     faith  and as to which  adequate  reserves  have been  provided.  Except as
     previously  disclosed  to the  Bank in  writing,  to the  knowledge  of the
     Company, no tax liens have been filed and no claims are being asserted with
     respect to any such taxes. The charges,  accruals and reserves on the books
     of the  Company in respect of any taxes or other  governmental  charges are
     adequate in all material respects.

          (l)  Intellectual  Property.  The Company owns and  possesses all such
     patents,  patent rights,  trademarks,  trademark rights, trade names, trade
     name  rights,  service  marks,  service mark rights and  copyrights  as the
     Company  reasonably  considers  necessary  for the conduct of its  business
     without, to the knowledge of the Company and except as previously disclosed
     to the Bank in writing,  individually or in the aggregate, any infringement
     upon the rights of other persons which would be reasonably likely to have a
     materially adverse effect on the business of the Company in the aggregate.

          (m)  Accuracy  of  Information.  No  information,  exhibit  or  report
     furnished by the Company to the Bank in connection with this Agreement, any
     other agreement,  document or instrument  between the Company and the Bank,
     or the negotiation of the  transaction  described  herein  contained at the
     time so furnished  any  misstatement  of a material fact or omitted at such
     time to state a material fact or any fact  necessary to make the statements
     contained therein not materially misleading.

          (n) Related Documents.  The Company makes each of the  representations
     and warranties contained in the Related Documents to which the Company is a
     party,  to and for the benefit of the Bank as if the same were set forth in
     full herein.


                                       19
<PAGE>




     Section  6..Covenants.  So long as the Termination Date has not occurred or
any  amount  is due or owing to the  Bank  hereunder,  the  Company  agrees  and
covenants that unless the Bank otherwise consents in writing:

          (a) Financial Reports. The Company will furnish to the Bank:

               (i)  within  125 days  after the end of each  fiscal  year of the
          Company , an audited report certified by independent  certified public
          accountants  of  recognized  standing  selected  by  the  Company  and
          satisfactory  to the Bank containing a balance sheet of the Company as
          of the close of such fiscal year and the related  statements of income
          and cash flows for such  fiscal  year,  setting  forth in each case in
          comparative form corresponding  figures from the preceding report, all
          of which shall be in reasonable detail and prepared in accordance with
          GAAP;

               (ii) within 50 days after the end of each fiscal  quarter of each
          fiscal year of the Company,  an unaudited balance sheet of the Company
          as of the close of such quarter and the related  statements  of income
          and cash flows for such  fiscal  quarter  and for the period  from the
          beginning  of such  fiscal  year to the end of such  quarter,  setting
          forth in each case in comparative form the  corresponding  figures for
          the  corresponding  period  in  the  preceding  fiscal  year,  all  in
          reasonable  detail and certified by the Chief Financial Officer of the
          Company;

               (iii) at the time of the  delivery  of the  financial  statements
          required  by  clause  (i) and  clause  (ii) of this  Section  6(a),  a
          certificate of the Company executed by the Chief Financial  Officer of
          Company,  to the effect  that there  exists no Event of Default and no
          condition,  event or act which,  with the giving of notice or lapse of
          time, or both,  would  constitute such an Event of Default,  or if any
          such Event of Default,  condition, event or act exists, specifying the
          nature  thereof,  the period of  existence  thereof and the action the
          Company proposes to take with respect thereto;

               (iv) Copies of (a) the quarterly financial statements of Holdings
          within fifty (50) days after the end of each calendar  quarter and (b)
          year end audited  financial  statements  of Holdings,  within 125 days
          after its fiscal year end; and

               (v)  with  reasonable   promptness,   such  further   information
          regarding the business, affairs and financial condition of the Company
          as the Bank may reasonably request.

          (b) Payment of Charges.  The Company will pay and discharge all taxes,
     assessments  and  governmental  charges  or levies  imposed  upon it or its
     property or assets, or upon properties leased by it (except with respect to
     those  obligations  under leases which the Company's lessor is obligated to
     pay), prior to the date on which penalties attach thereto, and all material
     claims  which if unpaid  might become a lien or charge upon its property or
     assets, provided that the Company shall not be required to pay


                                       20
<PAGE>


     any such tax,  assessment,  charge,  levy or claim the  payment of which is
     being  contested  in good  faith  and by  proper  proceedings  if  adequate
     reserves with respect thereto have been set up by the Company.

          (c)  Insurance.  The  Company  will  maintain  insurance  coverage  by
     financially  sound and  reputable  insurers  in such forms and  amounts and
     against such risks as are customary for Persons of  established  reputation
     engaged in the same or similar  businesses and owning and operating similar
     properties.

          (d) Inspection of Books and Assets, Confidentiality.  The Company will
     allow  any  representative  of the Bank to  visit  and  inspect  any of its
     properties,  to examine  its books of record and account and to discuss its
     affairs,  finances and accounts with its officers,  all at such  reasonable
     times  and as  often as the Bank may  reasonably  request.  The Bank  shall
     insure that all confidential  information relating to the Company which the
     Bank  or any  of  its  representatives  may  obtain  as a  result  of  such
     inspection  or  examination  shall  not be  published,  disclosed,  or made
     accessible  by it to any other Person at any time without the prior written
     consent of the Company,  to which such  confidential  information  relates;
     provided,  however,  that the restrictions of this sentence shall not apply
     (i) as  may  otherwise  be  required  by  law,  (ii)  to  the  extent  such
     information  shall  otherwise have become publicly  available,  or (iii) to
     disclosure  to its  attorneys  related to this  Agreement and the Letter of
     Credit.

          (e) Notices.  The Company will deliver to the Bank promptly  after any
     executive  officer of Company obtains any knowledge of the existence of any
     Event of Default or any condition,  event or act which,  with the giving of
     notice or lapse of time, or both, would  constitute an Event of Default,  a
     certificate  signed by an officer of the Company  specifying to the best of
     his or her knowledge the nature  thereof,  the period of existence  thereof
     and what action the Company proposes to take with respect thereto.

          (f)  Litigation.  The Company will promptly give written notice to the
     Bank of (i) any action,  proceeding or claim,  which has been  commenced or
     threatened against the Company and (ii) any dispute which may exist between
     the Company  and any  governmental  regulatory  body,  if any such  action,
     proceeding,  claim  or  dispute,  if  adversely  determined,  would  have a
     material adverse effect on the Company taken as a whole.

          (g) Preservation of Existence,  Compliance with Laws. The Company will
     maintain and preserve its corporate  existence and  qualification and right
     to carry on its  business  and duly  procure  all  necessary  renewals  and
     extensions  thereof,  use its best efforts to maintain,  preserve and renew
     all material rights, powers, privileges and franchises which in the opinion
     of the Board of Directors of the Company  continue to be advantageous to it
     and comply in all material respects with all applicable laws,  statutes and
     regulations in respect of the conduct of its business.

          (h)  Environmental  Laws.  The  Company  will  keep and  maintain  all
     Properties in compliance with and not cause or permit any Property to be in
     violation of

                                       21

<PAGE>




     any  applicable   Environmental   Law.  The  Company  shall  not  generate,
     manufacture, or dispose of on or under any Property any Hazardous Materials
     other than in compliance  with  applicable  Environmental  Laws. As soon as
     practicable,  and in any event  within  twenty  days  after  receipt by the
     Company of (i) any notice of claim to the effect that such entity is or may
     be liable to any Person as a result of the release or threatened release by
     such  entity  or any  other  Person  of any  Hazardous  Material  into  the
     environment,  or (ii) any notice  alleging  any  material  violation of any
     Environmental  Law,  the Company  shall notify the Bank of such receipt and
     the Company  shall  deliver to the Bank a copy of the notice so received by
     the Company.

          (i) ERISA.  As soon as possible  and in any event within 10 days after
     the Company knows that any event which would  constitute a reportable event
     under  Section  4043(b) of Title IV of ERISA with  respect to any  employee
     pension  or other  benefit  plan of the  Company  subject to such Title has
     occurred  (other than an event for which the 30-day notice  requirement  to
     the PBGC has been waived),  or that the PBGC or the Company has  instituted
     or will institute  proceedings under such Title to terminate such plan, the
     Company  will  deliver  to the Bank a  certificate  of the chief  financial
     officer of the Company,  setting forth details as to such reportable  event
     and the action  which the Company  proposes to take with  respect  thereto,
     together  with a copy of any notice of such  reportable  event which may be
     required  to be filed with the PBGC,  or any notice  delivered  by the PBGC
     evidencing its intent to institute such  proceedings,  or any notice of the
     PBGC  that  the  plan is to be  terminated,  as the  case  may be.  For the
     purposes of this covenant, the Company shall be deemed to have knowledge of
     all facts  attributable to the plan  administrator  under such Title IV. If
     the Bank so requests or if any annual  report  referred to in this sentence
     describes an event for which the 30-day  notice period to the PBGC has been
     waived, the Company shall furnish the Bank (or cause the plan administrator
     to furnish the Bank) with the annual  report for each plan  covered by such
     Title IV and filed with the Internal Revenue Service not later than 10 days
     after such report has been filed.

          (j) Liens.  The Company will not contract,  create,  incur,  assume or
     suffer to exist any mortgage,  pledge,  lien or other charge or encumbrance
     of any kind (including the charge upon property purchased under conditional
     sale or other title  retention  agreements but excluding  liens incurred in
     the Ordinary  Course of Business not in  connection  with the  borrowing of
     money  or the  obtaining  of  credit)  not  existing  on the  date  of this
     Agreement upon, or grant any security interest in, the Project or Company's
     assets, whether now owned or hereafter acquired other than:

               (i)  liens  for  taxes  not yet due,  or liens  for  taxes  being
          contested  in good  faith  and by  appropriate  proceedings  for which
          adequate reserves have been established;

               (ii)  liens in  respect  of  property  or assets  of the  Company
          imposed  by  law,  which  were  incurred  in the  ordinary  course  of
          business,  such as carriers',  warehousemen's and mechanics' liens and
          other similar liens arising in the ordinary course of business and (x)
          which do not in the aggregate materially


                                       22
<PAGE>


          detract from the value of such property or assets or materially impair
          the use thereof in the operation of the business of the Company or (y)
          which are being  contested in good faith by  appropriate  proceedings,
          which proceedings have the effect of preventing the forfeiture or sale
          of the property or assets subject to any such lien;

               (iii) liens in  existence  on the Date of Issuance  which are set
          forth in a writing  delivered  to the Bank  prior to or on the Date of
          Issuance and which have been agreed to by the Bank;

               (iv)   pledges,   or  deposits  in   connection   with   worker's
          compensation,   unemployment   insurance  and  other  social  security
          legislation;

               (v) judgment liens in existence less than 15 days after the entry
          thereof or with  respect  to which  execution  has been  stayed or the
          payment  of  which  is  covered  in  full   (subject  to  a  customary
          deductible) by insurance;

               (vi)  easements,  restrictions  and other minor  defects of title
          which  are  not,  in  the  aggregate,  material,  and  which  do  not,
          individually  or in the  aggregate,  materially  adversely  affect the
          Company  in the  aggregate  or the  rights  and  remedies  of the Bank
          hereunder.

     Notwithstanding  the above,  but subject to the limitations on Indebtedness
in Section (k)(iv)  contained  herein,  Company shall have the right to incur or
create  first lien  purchase  money  security  interests  ("PMSI") or enter into
Equipment leases not to exceed  $1,000,000  annually in the aggregate for future
equipment acquisitions in the Ordinary Course of Business.

     (k) Financial Covenants of Company. The Company agrees:

               (i) Company will not make any  acquisitions  of assets outside of
          the Ordinary  Course of Business or sell on an annual basis any assets
          of  Company  outside  of the  Company's  Ordinary  Course of  Business
          without the prior  written  consent of the Bank  provided,  that,  the
          Company may sell its existing real property and  improvements  thereon
          from which it will move to the Project; and

               (ii) Except with respect to  acquisitions  in the Ordinary Course
          of Business or a merger of Holdings with Company, the Company will not
          merge or  consolidate  with any entity or enter  into any  transaction
          which  results in a change of control  of the  Company or (except  for
          such merger with the Company)  Holdings and will not dissolve or enter
          into any joint venture or become a partner,  member or  shareholder in
          any  partnership,  limited  liability  company  or  corporation  which
          results in a change of control of the Company or Holdings; and

               (iii) the Company  will not invest any funds in or loan any funds
          to any other Person or entity inconsistent with the current investment
          policies

                                       23


<PAGE>

          established  by the  Board of  Directors  of  Company  and  which  are
          otherwise reasonably acceptable to the Bank; and

               (iv)  Without  the Bank's  prior  written  consent,  which may be
          withheld by the Bank in its sole  discretion,  Company  will not incur
          any  Indebtedness  of any nature other than (A) unsecured debt arising
          in the Ordinary  Course of Business,  (B) debt  incurred in connection
          with  acquisitions in the Ordinary Course of Business  secured only by
          the  assets so  acquired,  or (C)  Indebtedness  secured  by PMSI's or
          Equipment  leases entered into in compliance with Section 6(k) hereof;
          and

               (v) Company will not directly or indirectly sell, grant,  convey,
          assign or otherwise transfer or permit to be the subject of a transfer
          any  portion  of  the  Project  or  any  facilities  or   improvements
          constructed  with the  proceeds of the Bonds or transfer  any legal or
          beneficial  interest therein without the Bank's prior written consent,
          which may be withheld by the Bank in its sole discretion; and

               (vi)  Company  will  maintain  at all  times as  determined  on a
          calendar  year basis a Net Worth equal to at least  $40,000,000  and a
          Tangible Net Worth of at least  $20,000,000.  As used herein, (i) "Net
          Worth" means the total stockholders  equity of Company as presented in
          its  consolidated  balance  sheet,  which  consists  of the  total  of
          preferred  stock and common  stock,  additional  paid in  capital  and
          retained   earnings  less  equity  adjustment  from  foreign  currency
          translation  as  determined  in  accordance  with  generally  accepted
          accounting  principles,  and (ii) "Tangible Net Worth" means the total
          stockholders  equity  of  Company  as  presented  in its  consolidated
          balance  sheet,  which  consists of the total of  preferred  stock and
          common stock,  additional  paid in capital and retained  earnings less
          equity   adjustment  from  foreign   currency   translation  and  less
          intangible  assets  net of  accumulated  amortization  as  defined  in
          accordance with GAAP; and

               (vii) Company will maintain as of the end of each fiscal quarter,
          commencing  with the fiscal  quarter  ending  September  30,  1998,  a
          quarterly  debt service  coverage of not less than 3:00 to 1:00 (i.e.,
          net income plus  depreciation  plus  amortization must equal 3.0 times
          scheduled   principal   payments   on  all   Indebtedness,   including
          amortization   of  the  Bonds  but  excluding   amortization   of  the
          Subordinate Bonds) determined on a Calendar Year to date basis;

          (l) Principal Operating Accounts. Until termination of this Agreement,
     the Company will maintain or caused to be maintained in accounts  opened at
     the Bank all primary  operating and  disbursement  accounts (but  excluding
     payroll accounts) of the Company.

          (m)   Amendment   of  Related   Documents.   Except  for  a  permitted
     substitution  of the Letter of Credit,  the Company  will not enter into or
     consent to any  amendment  of any of the Related  Documents,  or require or
     consent to the replacement of


                                       24
<PAGE>


     the Trustee, the Tender Agent or the Remarketing Agent, or permit any Bonds
     (other  than  Pledged  Bonds)  not to be  secured  by the Letter of Credit,
     without the Bank's prior written consent.

          (n) Registration of Bonds. The Company will cause all Pledged Bonds to
     be  registered  in the name of the  Company  as  pledgor  or at the  Bank's
     option, the Bank as pledgee, pursuant to the Pledge and Security Agreement.

          (o) Optional  Redemption.  The Company will not give any  direction to
     the  Issuer  to  optionally  redeem  all or any  portion  of the  Bonds  in
     accordance  with Section 302(a) of the Indenture  unless (i) the Bank shall
     have  provided its written  consent  thereto or (ii) the Company shall have
     deposited (or caused to be deposited) with the Trustee an amount sufficient
     to effect such optional redemption; or (iii) the Bank has given the Company
     a Notice of Non-Renewal.

          (p) Indenture,  Etc. All covenants and  obligations of the Company set
     forth in the Indenture and the Lease  Agreement that run to or are made for
     the benefit of the Bank are incorporated  herein with the same effect as if
     set forth at length herein.

          (q) Sale of  Subordinate  Bonds.  The Company  will not pledge,  sell,
     assign or transfer the  Subordinate  Bonds without the prior consent of the
     Bank.

          (r) Disbursement of Project Funds. The Company will not present to the
     Bank (for approval and  submission to the Trustee) a Written  Request for a
     disbursement  of Project  Funds for  payment of  Project  Costs  related to
     construction  of the Project unless such Written  Request is accompanied by
     an approval executed by an Independent Architect,  which may be in the form
     of an AIA Form G702 signed by the Company,  the  Independent  Architect and
     the general contractor for the Project.

          (s)  Environmental  Report  Compliance and Update.  The Company agrees
     that all actions  recommended by Kingston in the Environmental  Report will
     have been taken and completed to the  satisfaction  of the Bank on or prior
     to the date the Company  occupies  the  Project  and that the Company  will
     provide to the Bank an update to the Environmental Report to such effect on
     or before such date.

     Section  7..Events of Default.  Upon the occurrence of any of the following
events (herein referred to as an "Event of Default"),  unless waived by the Bank
pursuant to this Section 7:

          (a) the  Company  shall fail to pay when due any amount  specified  in
     Section 3 hereof; or

          (b) any  representation  or warranty made by the Company  herein or in
     the Related  Documents or in any certificate,  financial or other statement
     furnished  by the  Company  pursuant  to  this  Agreement  or  the  Related
     Documents, was untrue or incomplete in any material respect when made; or

                                       25

<PAGE>




          (c) if, for any reason  (other than release by the Bank or a permitted
     substitution  of the  Letter  of  Credit)  this  Agreement  or the  Related
     Documents  shall cease to be valid and binding and in full force and effect
     or if the Company  shall assert that it is not liable under this  Agreement
     or the Related Documents; or

          (d)  the  Company  shall  fail to  comply  with  any of the  financial
     covenants  set forth in Section  6(k) or shall fail to maintain  any of the
     accounts described in Section 6(l) hereof; or

          (e) the  Company  shall  default  in any  material  respect in the due
     performance or observance of any term, covenant or agreement on its part to
     be  performed  or  observed  pursuant  to  any of the  provisions  of  this
     Agreement  (other than those  referred to in Sections  7(a),  7(b) and 7(c)
     above) and such default shall continue  unremedied for a period of 30 days;
     unless  such  default  cannot be remedied  within 30 days,  and Company has
     commenced cure and diligently prosecutes cure of such default, then Company
     shall be  granted  an  additional  reasonable  period  of time to cure such
     default  but in any  event no more than 90 days from the end of such 30 day
     period; or

          (f) an "Event of Default"  under the Lease  Agreement or the Indenture
     shall have occurred and be continuing; or

          (g) the Company is in default on or pursuant to the terms of any other
     obligation  of the  Company to the Bank  continuing  beyond the  applicable
     grace  period  set  forth  in the  document  or  documents  governing  such
     obligation; or

          (h) any  obligations  of the  Company in respect of  indebtedness  for
     borrowed  money or a lease of  property  which  would  be  classified  as a
     "capital lease" in accordance with GAAP  (including  indebtedness  assumed,
     guaranteed or as to which such entity shall  otherwise be liable,  directly
     or indirectly) in an aggregate  amount in excess of $500,000 is declared to
     be or becomes due and payable prior to the stated maturity  thereof or such
     obligations  are not paid as and when the same become due and  payable,  or
     there shall occur and continue any default under any instrument,  agreement
     or evidence of indebtedness  relating to any such obligations the effect of
     which is to permit the holder or holders of such  instrument,  agreement or
     evidence of indebtedness,  or a trustee,  agent or other  representative on
     behalf of such holder or holders,  to cause the  indebtedness  for borrowed
     money evidenced thereby to become due prior to its stated maturity; or

          (i) the Company shall suspend or discontinue  its business  operations
     for  more  than 30  days;  shall  make an  assignment  for the  benefit  of
     creditors;  shall generally fail to pay its debts as such debts become due;
     shall  file  a  petition   commencing  a  voluntary  case  concerning  such
     corporation  under  any  chapter  of Title  11 of the  United  States  Code
     entitled  "bankruptcy," or an involuntary  case shall be commenced  against
     the  Company  under any such  chapter  and relief is ordered  against  such
     corporation or the petition is controverted  but is not dismissed within 60
     days after the  commencement of the case; or shall petition or apply to any
     tribunal for the  appointment  of any  receiver,  custodian,  liquidator or
     trustee of or for it or any substantial part of its property, or shall


                                       26
<PAGE>


     commence  any  proceeding  relating  to the Company  under any  bankruptcy,
     reorganization,    arrangement,   readjustment   of   debt,   receivership,
     dissolution or liquidation law or statute of any jurisdiction,  whether now
     or  hereafter in effect,  or if there is commenced  against the Company any
     such  proceeding  which remains  undismissed for a period of 60 days, or an
     order,  judgment or decree  approving  the petition in any such  proceeding
     shall be entered; or the Company by any act or failure to act indicates its
     consent  to,  approval of or  acquiescence  in any such  proceeding  or the
     appointment of any receiver, custodian,  liquidator or trustee of or for it
     or any substantial part of its property, or suffers any such appointment to
     continue  undischarged  or unstayed for a period of 30 days; or the Company
     shall take any action for the purpose of effecting any of the foregoing; or

          (j) a  judgment  or  judgments  for the  payment of money in excess of
     $250,000 in the aggregate  shall be rendered  against  Company and any such
     judgment or judgments for which there is no insurance coverage shall remain
     unsatisfied, unstayed or unbonded for a period in excess of 30 days; or

          (k) there shall occur a "reportable  event" under  Section  4043(b) of
     Title IV of ERISA with  respect to any  employee  pension or other  benefit
     plan of the  Company  subject to such Title  (other than an event for which
     the 30-day notice requirement of the PBGC has been waived) or any such plan
     shall be the  subject of  termination  proceedings  (whether  voluntary  or
     involuntary)  and  there  shall  result  from  such  event  or  termination
     proceedings  a  liability  of the  Company  to the PBGC  which  will have a
     material  adverse  effect  upon  the  business,   operations  or  financial
     condition of the Company; or

          (l)  the  occurrence  of an  Event  of  Default  with  respect  to the
     Subordinate Bonds; or

          (m) Holdings  encumbers,  pledges,  hypothecates  or grants a security
     interest  in any  ownership  interests  of  Holdings  in the Company if the
     result  thereof is that Holdings will own less than 51% of the voting stock
     of the Company; or

          (n)  Holdings  sells,  assigns or  otherwise  transfers  the shares of
     common  stock of the  Company to any  Person if the result  thereof is that
     Holdings will own less than 51% of the voting stock of the Company;

then,  in any such event,  the Bank may,  (i) by written  notice to the Company,
declare the  obligations  of the Company  under Section 3 hereof to be forthwith
due and payable, whereupon the same shall become due and payable without demand,
presentment,  protest  or  further  notice of any kind,  all of which are hereby
expressly  waived;  (ii) decline to  reinstate  any amount  available  under the
Letter of Credit, including sending notice to the Company and the beneficiary of
the Letter of Credit as provided in Section 3(f)(ii) and in the Letter of Credit
that the Bank will not reinstate the amount of any "C Drawing" thereunder; (iii)
notify the Company and the  beneficiary of the Letter of Credit  pursuant to the
Letter of Credit  that the Letter of Credit  shall  terminate  thirty  (30) days
following  delivery of such notice to the  addressees  thereof;  (iv) by written
notice to the Company  demand  payment  forthwith of the amount  available to be
drawn under the Letter

                                       27

<PAGE>




of Credit on the date of such  demand;  (v) demand that the Company  procure the
issuance of an alternate or substitute  letter of credit from another  financial
institution  or otherwise  arrange to purchase or defease the Bonds or otherwise
arrange  for the prompt  release of the Bank's  obligations  under the Letter of
Credit;  (vi)  exercise  any  right  provided  in  the  Indenture  to  cause  an
acceleration or a mandatory redemption of the Bonds to be declared; and/or (vii)
pursue any other remedy available to it under this Agreement,  under the Related
Documents or otherwise.

     Section 8..Amendments, Etc. No amendment or waiver of any provision of this
Agreement  nor consent to any  departure by the Company  therefrom  shall in any
event be  effective  unless the same shall be in writing and signed by the Bank,
and then such waiver or consent shall be effective only in the specific instance
and for the specific purpose for which given.

     Section  9..Notices.  Except as expressly  provided for herein, all notices
and other communications provided for hereunder shall be in writing and shall be
deemed  to have  been  duly  given  (a) when  delivered  personally,  (b) on the
following Business Day when sent by overnight courier, (c) on dispatch when sent
by telecopy  (confirmed by telephone),  and (d) on the fifth following  Business
Day when mailed by registered or certified mail, postage prepaid, return receipt
requested,  to the address set forth in the  preamble  hereof,  or to such other
address as may be specified  in a notice  given by one party to another,  except
that  communications with the Bank with respect to the Letter of Credit shall be
made as provided in the Letter of Credit.

     Section  10. No  Waiver;  Remedies.  No  failure on the part of the Bank to
exercise,  and no delay in exercising,  any right  hereunder  shall operate as a
waiver thereof;  nor shall any single or partial exercise of any right hereunder
preclude any other further  exercise thereof or the exercise of any other right.
The remedies  herein  provided are  cumulative and not exclusive of any remedies
provided by law.

     Section 11. Right of Setoff. Upon the occurrence and during the continuance
of any Event of Default, the Bank is hereby authorized at any time and from time
to time,  without notice to the Company (any such notice being expressly  waived
by the Company),  to setoff and apply any and all deposits  (general or special,
time or demand, provisional or final) at any time held and other indebtedness at
any time owing by the Bank to or for the credit or the  account of the  Company,
regardless of the currency of such deposits or indebtedness, against any and all
of the  obligations  of the  Company  now or  hereinafter  existing  under  this
Agreement,  irrespective  of  whether or not the Bank shall have made any demand
under this  Agreement  and  although  such  obligations  may be  contingent  and
unmatured;  and if such deposits or other  indebtedness  are in a currency other
than U.S.  dollars,  the Bank is authorized to convert the same to U.S.  dollars
upon such setoff,  appropriation  and application.  The rights of the Bank under
this  Section are in addition to other  rights and  remedies  which the Bank may
have including, without limitation, other rights of setoff.

     Section 12.  Indemnification.  The  Company  hereby  indemnifies  and holds
harmless the Bank (and its directors, officers, employees, attorneys and agents)
from and against any and all claims, damages,  losses,  liabilities,  reasonable
costs or expenses  whatsoever  which the Bank may incur (or which may be claimed
against the Bank by any Person) by reason of, or

                                       28

<PAGE>




in connection with: (a) the execution and delivery or transfer of, or payment or
failure  to pay  under,  the Letter of Credit  (including,  without  limitation,
actions  commenced by any Person including the Company for wrongful  dishonor or
to enjoin the Bank from honoring a Letter of Credit),  (b) the issuance and sale
of the Bonds,  including without limitation any of the foregoing  resulting from
any  misstatement  or  omission  in the  Official  Statement  (other than in the
Official Statement referring to the Bank in Appendix A thereto),  (c) the pledge
of any of the  Pledged  Bonds  pursuant  to the Pledge and  Security  Agreement;
provided  that the Company  shall not be required to indemnify  the Bank for any
claims, damages, losses, liabilities,  costs or expense, to the extent, but only
to the extent,  caused by the willful misconduct or gross negligence of the Bank
or by the Bank's default under this  Agreement or any of the Related  Documents.
Nothing in this Section 12 is intended to limit the reimbursement  obligation of
the Company  contained in Section  3(a)  hereof.  If any action shall be brought
against  the Bank in  respect  of which  indemnity  may be  sought  against  the
Company,  the Bank shall promptly notify the Company in writing, and the Company
shall promptly assume the defense thereof,  including the employment of counsel,
the  payment  of all  expenses  and  the  right  to  negotiate  and  consent  to
settlement. The Bank shall have the right to employ separate counsel in any such
action and to participate in the defense  thereof,  and the fees and expenses of
such counsel  shall be at the expense of the Company.  The Company  shall not be
liable for any  settlement  of any such action  effected  without the  Company's
consent by the Bank,  but if settled with the consent of the Company or if there
shall be a final  judgment  for the  plaintiff  in any such  action  against the
Company or the Bank,  with or without  the consent of the  Company,  the Company
agrees to indemnify and hold harmless the Bank to the extent provided herein.

     Section  13.  Continuing   Obligation.   This  Agreement  is  a  continuing
obligation,  shall survive the termination of the Letter of Credit and shall (a)
be binding upon the Company,  its successors  and assigns,  and (b) inure to the
benefit of and be  enforceable  by the Bank and its successors and assigns until
all of the financial and  indemnification  obligations  owing by Company to Bank
under this  Reimbursement  Agreement or any of the Security  Documents have been
paid and/or performed in full and then terminate;  provided that the Company may
not assign all or any part of this Agreement  without the prior written  consent
of  the  Bank,  except  in  connection  with a  transfer  permitted  under  this
Agreement.

     Section 14. Transfer of Letter of Credit;  Reduction of Stated Amount.  The
Letter of Credit may be transferred in accordance  with the provisions set forth
therein  and the  Stated  Amount  of the  Letter  of Credit  may be  reduced  in
accordance with the provisions set forth therein.

     Section 15.  Limitations on Bank  Liability.  The Company assumes all risks
of, and the Bank shall not be liable or  responsible  for, the acts or omissions
of the Trustee and any  beneficiary  or  transferee of the Letter of Credit with
respect  to its use of the  Letter of Credit and  whether  any demand  under the
Letter of  Credit is  inconsistent  with any  other  demand or with any  Related
Document.  As between the Company and the Bank,  neither the Bank nor any of its
officers or  directors  shall be liable or  responsible  for any claim,  damage,
loss,  liability,  cost or expense  which the Company may incur (or which may be
claimed by any  Person) by reason of or in  connection  with the  execution  and
delivery or  transfer  of the Letter of Credit or under any Related  Document or
any circumstance or event referred to in Section 3 of this Agreement,


                                       29
<PAGE>


except only that the Company shall have a claim  against the Bank,  and the Bank
shall be liable to the Company,  to the extent,  but only to the extent,  of any
direct, as opposed to  consequential,  damages suffered by the Company which the
Company proves were caused by the Bank's gross negligence or willful  misconduct
or by the Bank's default under this  Agreement or any of the Related  Documents.
In  furtherance  and not in  limitation  of the  foregoing,  the Bank may accept
documents that appear on their face to be in order,  without  responsibility for
further investigation,  regardless of any notice or information to the contrary.
In addition,  the Company  acknowledges that it has specifically  requested that
the Letter of Credit  provide  for honor  within a period of time  significantly
shorter than the  three-day  period for examining  documents  provided for under
applicable law and banking usage,  and that this feature of the Letter of Credit
is not consistent with bank usage and increases the risk that purported  demands
under the Letter of Credit may not  receive the same  examination  (and the Bank
may not be able to obtain the opinion of its counsel or the Company with respect
to such demand) had such  three-day  period been  available to the Bank, and the
Company  accepts and agrees not to hold the Bank  responsible  for such variance
from bank  usage.  Any claim or demand by the Company  for gross  negligence  or
willful  misconduct  against the Bank shall  require that the Company  establish
that the Bank's  conduct  was not  occasioned  or the  result of such  shortened
examination period. The Company acknowledges and agrees that the Bank also shall
be relieved from  responsibility  for (and its right to reimbursement  hereunder
shall not be impaired  by) any act or omission  for which banks are  relieved of
responsibility  under the Uniform Customs and Practice for Documentary  Credits,
1993 revision, ICC Publication No. 500 (1993).

     Section 16. Costs,  Expenses and Taxes. The Company agrees to pay on demand
all  reasonable   costs  and  expenses  of  the  Bank  in  connection  with  the
preparation,  execution,  delivery and  administration of this Agreement and any
other  documents  which may be  delivered  in  connection  with this  Agreement,
including, without limitation, the reasonable fees and out-of-pocket expenses of
counsel for the Bank with respect thereto, with respect to any opinions rendered
by such  counsel,  and with  respect to  advising  the Bank as to its rights and
responsibilities under this Agreement,  and all reasonable costs and expenses in
connection  with the  enforcement  or any  renegotiation  or  amendment  of this
Agreement and such other  documents  which may be delivered in  connection  with
this Agreement.  In addition,  the Company shall pay any and all stamp and other
taxes and fees  payable  or  determined  to be payable  in  connection  with the
execution,  delivery,  filing and recording of this  Agreement or the Pledge and
Security  Agreement,  and  such  other  documents  and  agrees  to save the Bank
harmless from and against any and all  liabilities  with respect to or resulting
from any delay in paying or omission to pay such taxes and fees.

     Section  17.  Severability.  Any  provision  of  this  Agreement  which  is
prohibited,  unenforceable  or not authorized in any  jurisdiction  shall, as to
such   jurisdiction,   be  ineffective  to  the  extent  of  such   prohibition,
unenforceability  or   non-authorization   without  invalidating  the  remaining
provisions hereof or affecting the validity,  enforceability or legality of such
provision in any other jurisdiction.

     Section  18.  Governing  Law.  This  Agreement  shall be  governed  by, and
construed in  accordance  with,  the law of the State of Missouri  applicable to
contracts to be performed in the State of Missouri.

                                       30
<PAGE>

     Section 19.  Substitute  Letter of Credit Issuing Office. In the event that
the Bank determines, in its complete discretion,  that the banking office of the
Bank,  as set forth in the Letter of Credit shall be changed to another  banking
office within the United States of America,  (a) in order to avoid any increased
cost or amount  referred to in Section 3(a), or (b) in the event the adoption of
any applicable law, rule or regulation,  or any change therein, or any change in
the  interpretation  or  administration  thereof by any governmental  authority,
central  bank  or  comparable   agency  charged  with  the   interpretation   or
administration  thereof,  or compliance by the Bank with any request or directly
(whether or not having the force of law) of any such authority,  central bank or
comparable agency, shall make it unlawful for the Bank to maintain the Letter of
Credit at such Bank's aforesaid address,  then the Bank shall notify the Trustee
and the Company in writing  not less than 10 Business  Days prior to such change
and (with the  written  consent of the  Company  only in the case of avoiding an
increased  cost or amount as referred to in clause (a) above),  upon  receipt of
such notice the Letter of Credit  shall be deemed  issued by such other  banking
office in the United States on the effective date that the Bank specifies in its
notice.

     Section 20.  Headings.  Section  headings in this  Agreement  are  included
herein for convenience of reference only and shall not constitute a part of this
Agreement for any other purpose.

     Section 21.  Accounting Terms and Definitions.  Unless otherwise  specified
herein,  all accounting  terms used herein shall be interpreted,  all accounting
determinations hereunder shall be made, and all financial statements required to
be delivered  hereunder shall be prepared in accordance with generally  accepted
accounting  principles  as in  effect  from  time to  time,  applied  on a basis
consistent   (except  for  changes   approved  by  the   Company's   independent
accountants)  with the most recent financial  statements as described in Section
6(a) of the Company delivered to the Bank.

     Section 22.  Counterparts.  This  Agreement  may be signed in any number of
counterparts,  each of which shall be an original with the same effect as if the
signature hereto and thereto were upon the same instrument.

     Section 23. Bank  Consent.  Whenever any  provision  in this  Reimbursement
Agreement or in any of the Security  Documents  requires the consent of the Bank
to an  administrative or ministerial act, Bank agrees that such consent will not
be  unreasonably  withheld or delayed unless the provision  otherwise  expressly
states that consent may be granted or denied in Bank's sole discretion.  Company
acknowledges  and agrees that Bank's  agreement not to unreasonably  withhold or
delay its consent shall apply only in the limited  context of an  administrative
or ministerial  act, and in no event shall such agreement extend to an act which
would require an underwriting  decision by Bank,  such as (without  limiting the
generality  of the  aforesaid)  a request to  transfer  ownership  rights in the
Company or the Property.

     Section 24. Year 2000 Compliance.  The Company covenants and agrees to take
all reasonable steps and implement all reasonable procedures necessary to insure
that all  software  utilized  in the  conduct of  Company's  business  will have
appropriate  capabilities  and  compatibility  for operation to handle  calendar
dates falling on or after January 1, 2000, and all

                                       31

<PAGE>

information  pertaining to such calendar  dates, in the same manner and with the
same functionality as the software does respecting  calendar dates falling on or
before  December  31,  1999.  Further,  Company  covenants  and agrees  that the
data-related user interface  functions,  data-fields,  and data-related  program
instructions  and  functions of the software  utilized by the Company will on or
before December 31, 1999, include the indication of the century.

     Section  25.  Waiver  of  Jury  Trial.  THE  BANK  AND THE  COMPANY  HEREBY
KNOWINGLY,  VOLUNTARILY  AND  INTENTIONALLY  WAIVE ANY RIGHTS THEY MAY HAVE TO A
TRIAL BY JURY IN RESPECT OF ANY  LITIGATION  BASED  HEREON,  OR ARISING  OUT OF,
UNDER, OR IN CONNECTION WITH, THIS AGREEMENT OR ANY OTHER RELATED  DOCUMENT,  OR
ANY  COURSE  OF  CONDUCT,  COURSE  OF  DEALING,  STATEMENTS  (WHETHER  VERBAL OR
WRITTEN),  OR ACTIONS OF THE BANK OR THE COMPANY.  THIS  PROVISION IS A MATERIAL
INDUCEMENT FOR THE BANK ENTERING INTO THIS AGREEMENT.

     Section 26. Statements Required by Law.

               (i) Section  432.045  Notice.  The  following  notice is given to
          comply with Section 432.045 of the Revised Statutes of Missouri:

           ORAL  AGREEMENTS OR  COMMITMENTS  TO LOAN MONEY,  EXTEND CREDIT OR TO
           FORBEAR  FROM  ENFORCING  REPAYMENT OF A DEBT  INCLUDING  PROMISES TO
           EXTEND OR RENEW SUCH DEBT ARE NOT  ENFORCEABLE.  TO PROTECT  THE BANK
           AND COMPANY FROM  MISUNDERSTANDING OR DISAPPOINTMENT,  ANY AGREEMENTS
           THEY REACHED  COVERING SUCH MATTERS ARE CONTAINED IN THIS WRITING AND
           THE  SECURITY  DOCUMENTS,   WHICH  ARE  THE  COMPLETE  AND  EXCLUSIVE
           STATEMENTS OF THE AGREEMENTS  BETWEEN THE PARTIES  HERETO,  EXCEPT AS
           THEY MAY LATER AGREE IN WRITING TO MODIFY IT.

               (ii) K.S.A.  ss.16-118 Notice. THIS WRITTEN CREDIT AGREEMENT IS A
          FINAL  EXPRESSION  OF THE CREDIT  AGREEMENT  BETWEEN  THE BANK AND THE
          COMPANY AND SUCH CREDIT  AGREEMENT MAY NOT BE CONTRADICTED BY EVIDENCE
          OF ANY PRIOR ORAL CREDIT AGREEMENT OR OF A CONTEMPORANEOUS ORAL CREDIT
          AGREEMENT BETWEEN THE BANK AND THE COMPANY.


                                       32
<PAGE>


      IN WITNESS  WHEREOF,  the parties  hereto have caused this Agreement to be
duly executed and delivered by their respective  representatives  thereunto duly
authorized as of the date first above written.

                               LabOne, Inc., a Delaware corporation



                               By:   /s/ Kurt Gruenbacher
                                   -------------------------------------------
                               Print Name:   Kurt Gruenbacher
                                             ---------------------------------
                               Title:    V.P. Finance, CAO, Treasurer
                                        --------------------------------------




                                       33
<PAGE>


                               Commerce Bank, N.A.



                               By:   /s/ Pam Hill
                                   ------------------------------------------
                               Print Name:    Pam Hill
                                             -------------------------------- 
                               Title:    Vice President
                                        ------------------------------------- 


                                       34