Exhibit 10.1
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                                 LABONE, INC.

                        1997 LONG-TERM INCENTIVE PLAN

1.   Purpose.

     The purpose of the LabOne, Inc. 1997 Long-Term Incentive Plan (the "Plan")
is to further the earnings of LabOne, Inc. ("LabOne") and its subsidiaries 
(collectively the "Company") by:  (i) assisting the Company in attracting, 
retaining and motivating officers, directors, employees and consultants of high
caliber and potential and (ii) providing for the award of long-term incentives 
to such officers, directors, employees and consultants.  The Plan is not 
intended to be a Plan that is subject to the Employee Retirement Income 
Security Act of 1974, as amended.  Certain capitalized terms used herein are 
defined in Section 15 below.

2.     Administration.

          (a)     Committee.  The Plan shall be administered by a committee 
(the "Committee") consisting of two or more members of the Board of Directors 
of LabOne (the "Board").  The members of the Committee shall be appointed by 
and may be changed from time to time in the discretion of the Board.  The Board
may, in its sole discretion, bifurcate the powers of the Committee among one 
or more separate committees, or retain all powers and duties of the Committee 
in a single committee; provided, however, that except as otherwise determined 
by the Board, (i) if a Committee is authorized to grant Awards or make 
determinations with respect to a Reporting Person, each member of such 
Committee shall be a "non-employee director" within the meaning of Rule 16b-3 
under the 1934 Act, or any successor rule of similar import, and (ii) if a 
Committee is authorized to grant Awards or make determinations with respect to 
a Covered Employee, each member of such Committee shall be an "outside 
director" within the meaning of Section 162(m) of the Code and the regulations 
promulgated thereunder.

          (b)   Authority.  The Committee shall have full and final power and
authority to administer and interpret the Plan.  In addition to such general 
power and authority, and subject to the provisions of the Plan, the Committee 
shall have full and final authority in its discretion to: (i) determine the 
eligible persons to whom Awards shall be made under the Plan, (ii) determine 
the type or types of Awards to be granted to each Participant hereunder, (iii) 
determine the time or times when Awards shall be granted, (iv) determine the 
terms and conditions of Awards and the terms and conditions of any agreement 
evidencing an Award, (v) authorize the issuance of Shares pursuant to Awards 
granted under the Plan, (vi) interpret, construe and administer the Plan and 
any instrument or agreement relating to or evidencing an Award under the Plan, 
(vii) establish, amend, suspend or waive rules and guidelines relating to the 
Plan and Awards hereunder, (viii) correct any defect, supply any omission and 
reconcile any inconsistency in the Plan and (ix) make any other determination 
or take any other action that it deems necessary or desirable for 
administration of the Plan or any Award hereunder.  Decisions of the Committee 







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shall be final, binding and conclusive on all persons, including the Company 
and any Participant.  The Committee may hold meetings and otherwise take action
in the manner permitted under the applicable provisions of the Certificate of 
Incorporation and By-laws of the Company, resolutions of the Board and 
applicable law.  No member of the Committee shall be liable for any action or 
determination made in good faith with respect to the Plan or any Award under 
the Plan.

          (c)  Delegation of Authority. To the extent permitted by applicable
law, the Committee may delegate to one or more executive officers of the 
Company the power to make Awards to Participants who are not Reporting Persons 
or Covered Employees and to make all determinations under the Plan with respect
to such Participants, subject to such terms, conditions and limitations as the
Committee may establish in its sole discretion.

          (d)  Power and Authority of the Board of Directors. 
Notwithstanding anything to the contrary contained herein, the Board of 
Directors may at any time and from time to time, without any further action of 
the Committee, exercise the powers and duties of the Committee under the Plan.

3.   Stock Subject to the Plan.

          (a)  Amount.  LabOne may grant Awards under the Plan with respect to
not more than a total of 1,000,000 Shares, subject, however, to adjustment as 
provided in subparagraph (b) hereof.  Such Shares may be authorized and 
unissued Shares or treasury Shares.  If for any reason any Award expires or 
lapses or is terminated, surrendered, forfeited, cancelled, exercised or 
settled in a manner that results in fewer shares outstanding than were awarded 
pursuant to the Award, the Shares subject to such Award, to the extent of such 
expiration, lapse, termination, surrender, forfeiture, cancellation or 
decrease, shall again be available for award under the Plan.  Notwithstanding 
the provisions of this paragraph 3(a), no Shares shall again be subject to 
Awards if such action would cause an Incentive Stock Option to fail to qualify 
as an incentive stock option under Section 422 of the Code.

         (b)  Adjustment. In the event that the Committee determines that any 
dividend or distribution (whether in the form of cash, Shares, other securities
or other property), recapitalization, merger, consolidation, reorganization, 
spin-off or split-up, reverse stock split, combination or exchange of Shares or
other transaction affects the Shares such that an adjustment is determined by 
the Committee to be appropriate in order to prevent dilution or enlargement of
the benefits or potential benefits intended to be made available under the 
Plan, then the Committee may, in such manner as it may deem equitable and 
without the consent of any affected Participant, adjust the number and kind of 
securities which may be issued under the Plan, the number and kind of 
securities subject to outstanding Awards and the exercise price of each 
outstanding stock option granted under the Plan, and may make such other 
changes in outstanding Awards as it deems equitable in its absolute discretion.
Fractional Shares resulting from any such adjustments shall be eliminated.  No 
adjustment or action described in this paragraph 3(b) shall be authorized to 
the extent that such adjustment or action would cause the Plan or any 
outstanding Incentive Stock Option to violate Section 422 of the Code or would 







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cause any Performance-Based Award to fail to qualify as "qualified performance-
based compensation" under Section 162(m) of the Code and the regulations 
promulgated thereunder.

          (c)  Limit on Individual Grants.  The maximum number of Shares 
subject to stock options and underlying stock appreciation rights which may be 
granted in the aggregate under the Plan in any calendar year to any Participant
shall not exceed 150,000 Shares, subject to adjustment as provided in 
subparagraph (b) hereof.  The maximum number of Shares subject to restricted 
stock awards which may be granted under the Plan in any calendar year to any 
Participant shall not exceed 150,000 Shares, subject to adjustment as provided 
in subparagraph (b) hereof.  In addition, the maximum amount of compensation 
payable in respect of performance unit awards, other stock-based awards under 
paragraph 10 hereof, cash in addition to an Award under paragraph 12 hereof and
dividend equivalents under paragraph 14(c) hereof that may be paid in the 
aggregate under the Plan in any calendar year to any Participant shall not 
exceed $1,500,000.  In all events, determinations under this subparagraph shall
be made in a manner that is consistent with Section 162(m) of the Code and the 
regulations promulgated thereunder.

4.   Eligibility to Receive Awards.

     All officers, directors, key employees and consultants of the Company are
eligible to be Participants in the Plan.  As used herein, key employees are
employees determined by the Committee to be capable of contributing 
significantly to the profitability and success of the Company.  Incentive Stock
Options (as defined below) may be granted only to persons eligible to receive 
such options under the Code.

5.   Form of Awards.

     Subject to the provisions of the Plan, Awards may be made from time to 
time by the Committee in the form of stock options to purchase Shares, stock 
appreciation rights, performance units, restricted stock, other stock-based 
awards as provided herein or any combination of the above.  Stock options may 
be options which are intended to qualify as incentive stock options within the 
meaning of Section 422 of the Code or any successor provision ("Incentive Stock
Options") or options which are not intended to so qualify ("Nonqualified Stock 
Options").

6.   Stock Options.

          (a) Award.  Subject to the provisions of the Plan, the Committee 
shall determine the terms and conditions of each stock option granted by the 
Committee, which may include without limitation: (i) the type of option 
(Incentive Stock Option or Nonqualified Stock Option), (ii) the number of 
Shares subject to the option, (iii) the time or times at which and/or the 
conditions upon which the option shall become exercisable in whole or in part, 
(iv) the term of the option, and (v) the exercise price per Share, provided 
that the exercise price per Share shall not be less than the par value of a 
Share.  In addition, the exercise price per Share for stock options which are
intended to be Performance-Based Awards (other than Performance-Based Awards 
described in paragraph 11(b) hereof) shall not be less than the fair market 





                                     -3-

value of a Share on the date of grant.  The Committee, in its discretion, may 
provide for circumstances under which the option shall become immediately 
exercisable, in whole or in part, and, notwithstanding the foregoing, may 
accelerate the exercisability of any option, in whole or in part, at any time.
A stock option granted under this Plan shall be an Incentive Stock Option only 
if the relevant Award Agreement by its terms expressly states that it is 
intended to qualify as an Incentive Stock Option and the stock option is 
designated as an Incentive Stock Option in the Award Agreement.

          (b)  Payment for Shares.  The Committee shall determine the form of 
payment of the purchase price of the Shares with respect to which an option is 
exercised, which may include without limitation (i) cash (which may include 
personal checks, certified checks, cashier's checks or money orders), (ii) 
Shares at fair market value, (iii) the optionee's written request to the 
Company to reduce the number of Shares otherwise issuable to the optionee upon 
the exercise of the option by a number of Shares having a fair market value 
equal to such purchase price, (iv) a payment commitment of a financial 
institution or brokerage firm in connection with the "cashless exercise" of an 
option, (v) any other lawful consideration, including, without limitation, an 
Award or a note or other commitment satisfactory to the Committee or (vi) a 
combination of any of the foregoing.

          (c)  Incentive Stock Options.  In the case of an Incentive Stock 
Option, each Award shall contain such other terms, conditions and provisions as
the Committee determines to be necessary or desirable in order to qualify such 
option as an Incentive Stock Option within the meaning of Section 422 of the 
Code or any successor provision.

7.   Stock Appreciation Rights.

          (a)  Award.  Stock Appreciation Rights ("SARs") may be granted by the
Committee either in connection with a previously or contemporaneously granted 
stock option or independently of a stock option.  Subject to the provisions of
the Plan, the Committee shall determine the terms and conditions of each SAR.  
SARs shall entitle the grantee, subject to such terms and conditions as may be 
determined by the Committee, to receive upon exercise thereof all or a portion 
of the excess of (i) the fair market value at the time of exercise, as 
determined by the Committee, of a specified number of Shares with respect to 
which the SAR is exercised, over (ii) a specified price which shall not be less
than 100 percent of the fair market value of the Shares at the time the SAR is
granted, or, if the SAR is granted in connection with a previously or 
contemporaneously issued stock option, not less than the exercise price of the 
Shares subject to the option, provided that the specified price for SARs which 
are intended to be Performance-Based Awards (other than Performance-Based 
Awards described in paragraph 11(b) hereof) shall in no event be less than the 
fair market value of a Share on the date the SAR is granted.

          (b)  SARs Related to Stock Options.  If an SAR is granted in relation
to a stock option, unless otherwise determined by the Committee, (i) the SAR 
shall be exercisable only at such times, and by such persons, as the related 
option is exercisable, (ii) the grantee's right to exercise the related option 
shall be canceled if and to the extent that the Shares subject to the option 
are used to calculate the amount to be received upon the exercise of the 
related SAR and (iii) the grantee's right to exercise the related SAR shall be 
canceled if and to the extent that the Shares subject to the SAR are purchased 
upon the exercise of the related option, provided that an SAR granted with 


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respect to less than the full number of Shares covered by a related option 
shall not be reduced until the exercise or termination of the related option
exceeds the number of Shares not covered by the SAR.

          (c)  Other Terms.  Each SAR shall have such other terms and 
conditions as the Committee shall determine in its sole discretion.  The 
Committee may, in its discretion, provide in the Award circumstances under 
which the SARs shall become immediately exercisable, in whole or in part, and 
may, notwithstanding the foregoing, accelerate the exercisability of any SAR, 
in whole or in part, at any time.  Upon exercise of an SAR, payment shall be 
made in cash, Shares at fair market value on the date of exercise, other 
Awards, other property or any combination thereof, as the Committee may 
determine.

8.   Restricted Stock Awards.

          (a)  Award.  Restricted stock awards under the Plan shall consist of 
Shares free of any purchase price or for such purchase price as may be 
established by the Committee, subject to forfeiture, and subject to such other 
terms and conditions (including attainment of performance objectives) as may be
determined by the Committee.  

          (b)  Restriction Period.  Restrictions shall be imposed for such 
period or periods as may be determined by the Committee. The Committee shall 
determine the terms and conditions upon which any restrictions upon restricted 
stock awarded under the Plan shall expire, lapse, or be removed.  The 
Committee, in its discretion, may provide in the Award circumstances under 
which the restricted stock shall become immediately transferable and 
nonforfeitable, or under which the restricted stock shall be forfeited, and, 
notwithstanding the foregoing, may accelerate the expiration of the restriction
period imposed on any Shares at any time.

          (c)  Restrictions Upon Transfer.  Restricted stock and the right to 
vote such Shares and to receive dividends thereon, may not be sold, assigned, 
transferred, exchanged, pledged, hypothecated, or otherwise encumbered during 
the restriction period applicable to such Shares, except to the extent 
determined by the Committee.  Notwithstanding the foregoing, and except as 
otherwise provided in the Plan or determined by the Committee, the grantee of 
the restricted stock shall have all of the other rights of a stockholder, 
including, but not limited to, the right to receive dividends and the right to 
vote such Shares.  The Committee, in its discretion, may provide that any 
dividends or distributions paid with respect to Shares subject to the unvested 
portion of a restricted stock award will be subject to the same restrictions as
the Shares to which such dividends or distributions relate.














                                    -5-

          (d)  Registration.  Any restricted stock issued hereunder may be 
evidenced in such manner as the Committee in its sole discretion may deem 
appropriate, including without limitation, book-entry registration or issuance 
of a stock certificate or certificates.   In the event any certificate or 
certificates are to be issued, the Committee, in its sole discretion, shall 
determine when the certificate or certificates shall be delivered to the 
grantee, may provide for the holding of such certificate or certificates in 
escrow or in custody by the Company or its designee pending their delivery to 
the grantee, and may provide for any appropriate legend to be borne by the 
certificate or certificates.

9.   Performance Units.

     Performance unit awards under the Plan shall entitle grantees to future 
payments based upon the achievement of pre-established performance objectives.
Subject to the provisions of the Plan, the Committee shall determine the terms 
and conditions applicable to each performance unit award, which may include 
without limitation the following:  (a) one or more performance periods, (b) the
initial value of a performance unit, (c) performance targets to be achieved 
during each applicable performance period and (d) the terms of payment of 
performance unit awards.  Performance targets established by the Committee may 
relate to financial and nonfinancial performance goals, may relate to 
corporate, division, unit, individual or other performance and may be 
established in terms of growth in gross revenue, earnings per share, ratios of 
earnings to equity or assets, or such other measures or standards as may be 
determined by the Committee in its discretion.  Multiple targets may be used 
and may have the same or different weighting, and they may relate to absolute 
performance or relative performance measured against other companies or 
businesses.  At any time prior to payment of a performance unit award, the 
Committee may adjust previously established performance targets or other terms 
and conditions, including the Company's or other entity's financial performance
for Plan purposes, to reflect unforeseen events, including without limitation, 
changes in laws, regulations or accounting practices, mergers, acquisitions or 
divestitures or other extraordinary, unusual or non-recurring items or events.
Payment on performance unit awards may be made in cash, Shares, other Awards, 
other property or any combination thereof.

10.  Other Stock-Based Awards.

     The Committee may grant to Participants, either alone or in addition to 
other Awards granted under the Plan, awards which are denominated or payable 
in, valued in whole or in part by reference to, or otherwise based on or 
related to Shares (including, without limitation, securities or other 
instruments convertible into Shares).  Subject to the terms of the Plan, the 
Committee shall determine the terms and conditions of such Awards.  Such Awards
may be paid in Shares, cash, other Awards, other property or any combination 
thereof, as the Committee may determine.  Such Awards may be issued for no cash
consideration, for such minimum consideration as may be required by applicable
law or for such other consideration as the Committee may determine.  The form 
or forms of consideration payable for Shares or other securities delivered 
pursuant to a purchase right granted under this paragraph may include any form
 of consideration specified in paragraph 6(b) hereof.  The Committee may 
establish certain performance criteria that may relate in whole or in part to 
receipt of awards hereunder.




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11.  Performance-Based Awards.

          (a)  Applicability.  Awards granted and other compensation payable 
under the Plan which are intended to qualify as Performance-Based Awards shall 
be subject to the provisions of this paragraph 11.  In the event of any 
conflict between the provisions of this paragraph 11 and any other provisions 
of this Plan, the provisions of this paragraph 11 shall prevail.

          (b)  Performance Goals.  The specific performance goals for the 
following Performance-Based Awards shall be one or more Stockholder-Approved 
Performance Goals, as selected by the Committee in its sole discretion:  (i) 
Performance-Based Awards granted under paragraphs 8, 9, 10, 12 and 14(c) hereof
and (ii) Performance-Based Awards granted under paragraphs 6 and 7 hereof which
are made on account of, or the vesting or exercisability of which is contingent
upon, attainment of one or more performance goals.  To the extent required 
under Section 162(m) of the Code and the regulations promulgated thereunder, 
the Committee shall (I) establish in the applicable Award Agreement the 
specific performance targets relative to the Stockholder-Approved Performance 
Goals which must be attained before compensation under the Performance-Based 
Award becomes payable, (II) provide in the applicable Award Agreement the 
method for computing the amount of compensation payable to the Participant if 
the target or targets are attained, and (III) at the end of the relevant 
performance period and prior to any payment of compensation, certify whether 
the applicable target or targets were achieved and whether any other material 
terms were in fact satisfied.  The specific targets and the method for 
computing compensation shall be established within the time period permitted 
under Section 162(m) of the Code and the regulations promulgated thereunder.  
The Committee may reserve the right in any Award Agreement covering a 
Performance-Based Award to reduce the amount payable at a given level of 
performance.  The Committee shall be precluded from increasing the amount of 
compensation payable that would otherwise be due upon attainment of a 
performance goal contained in a Performance-Based Award, to the extent required
under Section 162(m) of the Code and the regulations promulgated thereunder for
Performance-Based Awards to qualify as "qualified performance-based 
compensation" under Section 162(m) of the Code.

          (c)  Modification of Performance Goals.  Except where a modification 
would cause a Performance-Based Award to no longer qualify as "qualified 
performance-based compensation" within the meaning of Section 162(m) of the 
Code, the Committee may in its discretion modify any performance goal or target
relating to a Performance-Based Award, in whole or in part, as the Committee 
deems appropriate and equitable, subject to the provisions of paragraph 14(i) 
hereof.  

          (d)  Discretion; Compliance.  Notwithstanding any other provision of 
this Plan to the contrary, neither the Board nor the Committee shall be 
entitled to exercise any discretion otherwise authorized under this Plan with 
respect to any Performance-Based Award or with respect to the amendment or 
modification of any provision of this Plan without stockholder approval, if the
ability to exercise such discretion (as opposed to the exercise of such 
discretion) would cause any Performance-Based Award to fail to qualify as 
"qualified performance-based compensation" under Section 162(m) of the Code.  
Notwithstanding any other provision of this Plan to the contrary, the Plan 
shall be deemed to include such additional limitations or requirements set 
forth in Section 162(m) of the Code and the regulations and rulings promulgated
thereunder which are required to be included in the Plan in order for 


                                     -7-

Performance-Based Awards to qualify as "qualified performance-based 
compensation" under Section 162(m) of the Code, and this Plan shall be deemed 
amended to the extent necessary to conform to such limitations and requirements
from time to time.

12.  Loans and Supplemental Cash Payments.

     The Committee in its sole discretion to further the purpose of the Plan 
may provide for cash payments to individuals in addition to an Award, or loans
to individuals in connection with all or any part of an Award.  Supplemental 
cash payments shall be subject to such terms and conditions as shall be 
prescribed by the Committee, provided that in no event shall the amount of 
payment exceed:

          (a)  In the case of an option, the excess of the fair market value of
a Share on the date of exercise over the option price multiplied by the number
of Shares for which such option is exercised, or

          (b)  In the case of an SAR, performance unit, or restricted stock 
Award, the value of the Shares and other consideration issued in payment of 
such Award.

Any loan shall be evidenced by a written loan agreement or other instrument in 
such form and containing such terms and conditions (including, without 
limitation, provisions for interest, payment schedules, collateral, forgiveness
or acceleration) as the Committee may prescribe from time to time.

13.  General Restrictions.

     Each Award under the Plan shall be subject to the requirement that if at 
any time the Committee shall determine that (i) the listing, registration or 
qualification of the Shares subject or related thereto upon any securities 
exchange or under any state or federal law, or (ii) the consent or approval of 
any regulatory body, or (iii) an agreement by the recipient of an Award with 
respect to the disposition of Shares, or (iv) the satisfaction of withholding 
tax or other withholding liabilities is necessary or desirable as a condition 
of or in connection with the granting of such Award or the issuance or purchase
of Shares thereunder, such Award shall not be consummated in whole or in part 
unless such listing, registration, qualification, consent, approval, agreement,
or withholding shall have been effected or obtained free of any conditions not
acceptable to the Committee.  Any such restriction affecting an Award shall 
not extend the time within which the Award may be exercised; and neither the 
Company nor its directors or officers nor the Committee shall have any 
obligation or liability to the grantee or to a Beneficiary with respect to any 
Shares with respect to which an Award shall lapse or with respect to which the 
grant, issuance or purchase of Shares shall not be effected, because of any 
such restriction.











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14.  General Provisions Applicable to Awards.

          (a)  Award Agreements.  Each Award under the Plan shall be evidenced 
by a written agreement entered into by and between LabOne and the Participant 
("Award Agreement") containing such terms and conditions not inconsistent with 
the provisions of the Plan as the Committee in its sole discretion deems 
necessary or advisable.  Each Participant to whom an Award has been granted 
shall agree that such Award shall be subject to all of the terms and conditions
of the Plan and the terms and provisions of the applicable Award Agreement.  A 
Participant shall have no rights with respect to any Award unless the 
Participant shall have executed and delivered to the Company a copy of the 
Award Agreement with respect to such Award.

          (b)  Committee Discretion.  Each type of Award may be made alone, in 
addition to or in relation to any other Award.  Multiple Awards, multiple forms
 of Awards, or combinations thereof may be evidenced by a single Award 
Agreement or multiple Award Agreements, as determined by the Committee.  
Successive Awards may be granted to the same Participant whether or not any 
Awards previously granted to such Participant remain outstanding.  The 
Committee's determinations under the Plan need not be uniform and may be made 
selectively among persons who receive, or are eligible to receive, Awards under
the Plan, whether or not such persons are similarly situated.  No person shall 
have any claim or right to be granted an Award under the Plan.

          (c)  Dividends.  In the discretion of the Committee, any Award under 
the Plan may provide the Participant with dividends or dividend equivalents 
payable in cash or property, currently or deferred, with or without interest.  
Dividend equivalents granted with respect to a stock option which is a 
Performance-Based Award may not be made contingent upon exercise of the stock 
option, to the extent prohibited by Section 162(m) of the Code and the 
regulations promulgated thereunder with respect to qualified performance-based 
compensation.

          (d)  Termination of Employment or Consulting Arrangement.  The 
Committee shall determine the effect, if any, on an Award of the disability, 
death, retirement or other termination of employment or services of a 
Participant and the extent to which, and the period during which, the 
Participant's legal representative, guardian or Beneficiary may receive payment
of an Award or exercise rights thereunder.

          (e)  Change in Control.  In order to preserve a Participant's rights 
under an Award in the event of a change in control of the Company (as defined 
by the Committee), the Committee in its discretion may take one or more of the 
following actions: (i) provide for the acceleration of any time period relating
to the exercise, realization or payment of the Award, (ii) provide for payment 
to the Participant of cash or other property with a fair market value, as 
determined by the Committee, equal to the amount that would have been received 
upon the exercise or payment of the Award had the Award been exercised or paid 
upon the change in control, (iii) adjust the terms of the Award in a manner 
determined by the Committee to reflect the change in control, (iv) cause the 
Award to be assumed, or new rights substituted therefor, by another entity, or 
(v) make such other provisions as the Committee may consider equitable to the 
Participant and in the best interests of the Company.





                                     -9-

          (f)  Transferability.  In the discretion of the Committee, any Award 
may be made transferable upon such terms and conditions and to such extent as 
the Committee determines, provided that Incentive Stock Options may be 
transferable only to the extent permitted by the Code.  The Committee may in 
its discretion waive any restriction on transferability.  Unless the Committee 
determines otherwise, a Participant's rights and interest under any Award or 
any Award Agreement may not be assigned or transferred in whole or in part, 
voluntarily or involuntarily, including by operation of law, except by will, by
the laws and descent and distribution or pursuant to an effective Beneficiary 
designation.

          (g)  Withholding.

               (i)  Prior to the issuance or transfer of Shares or other 
property under the Plan, the recipient shall remit to the Company an amount 
sufficient to satisfy any Federal, state or local withholding tax requirements.
The recipient may satisfy the withholding requirement in whole or in part by 
delivering Shares or electing to have the Company withhold Shares having a 
value equal to the amount required to be withheld.  The value of such Shares 
shall be the fair market value, as determined by the Committee, of the stock on
the date that the amount of tax to be withheld is determined (the Tax Date).  
Such Election must be made prior to the Tax Date, must comply with all 
applicable securities law and other legal requirements, as interpreted by the 
Committee, and may not be made unless approved by the Committee, in its 
discretion.

               (ii)  Whenever payments to a Participant in respect of an Award 
under the Plan are to be made in cash, such payments shall be net of the amount
necessary to satisfy any Federal, state or local withholding tax requirements.

          (h)  Deferred or Installment Payments.  The Committee may provide 
that the issuance of Shares or the payment or transfer of cash or property upon
the settlement of Awards may be made in a single payment or transfer or in 
installments, and may authorize the deferral of, or permit a Participant to 
elect to defer, any such issuance, payment or transfer, all in accordance with 
such rules, requirements, conditions and procedures as may be established by 
the Committee.  The Committee may also provide that any such installment or any
such deferred issuance, payment or transfer shall include the payment or 
crediting of dividend equivalents, interest or earnings on deferred amounts.

          (i)  Amendment of Awards.  Subject to the terms and conditions of the
Plan, the Committee will have the authority under the Plan to amend or modify 
the terms of any outstanding Award (including the applicable Award Agreement) 
in any manner, prospectively or retroactively, including, without limitation, 
the authority to modify the number of shares or other terms and conditions of 
an Award, extend the term of an Award, accelerate the exercisability or vesting
or otherwise terminate any restrictions relating to an Award, convert an 
Incentive Stock Option to a Nonqualified Stock Option, accept the surrender of 
any outstanding Award and authorize the grant of new Awards in substitution for
surrendered Awards; provided, however, that the amended or modified terms are 
permitted by the Plan as then in effect and provided, further, that if the 
Committee determines that such amendment or modification, taking into account 
any related action, materially and adversely affects a Participant, such 
Participant shall have consented to such amendment or modification.  Nothing in
this subsection shall be deemed to limit the Committee's authority to amend or 
modify any outstanding Award pursuant to paragraph 3(b) of the Plan.


                                    -10-

15.  Certain Definitions

          (a)  "1934 Act" means the Securities Exchange Act of 1934, as amended
from time to time, or any successor law.

          (b)  "Award" means any award of stock options to purchase Shares, 
stock appreciation rights, performance units, restricted stock, other 
stock-based awards as provided herein or any combination of the above granted 
under the Plan.

          (c)  "Beneficiary" means the person or persons designated in writing 
by the grantee of an Award as the grantee's Beneficiary with respect to such 
Award; or, in the absence of an effective designation or if the designated 
person or persons predecease the grantee, the grantee's Beneficiary shall be 
the grantee's estate or the person or persons who acquire by bequest or 
inheritance the grantee's rights in respect of an Award.  In order to be 
effective, a grantee's designation of a Beneficiary must be on file with the 
Committee before the grantee's death, but any such designation may be revoked 
and a new designation substituted therefor at any time before the grantee's
death.

          (d)  "Code" means the Internal Revenue Code of 1986, as amended from 
time to time, or any successor law.

          (e)  "Covered Employee" means a "covered employee" for a particular 
taxable year of the Company within the meaning of Section 162(m) of the Code 
and the regulations promulgated thereunder or any Participant who the Committee
believes will be such a covered employee for a particular taxable year of the 
Company, and who the Committee believes will have remuneration in excess of 
$1,000,000 for such taxable year, as provided in Section 162(m) of the Code.

          (f)  "Participant" means any person selected to receive an Award 
pursuant to the Plan.

          (g)  "Outside Director" means a member of the Board of Directors who 
is not an employee of LabOne or any parent corporation or subsidiary 
corporation of LabOne (as defined in Sections 424(e) and (f) of the Code).

          (h)  "Performance-Based Awards" means Awards and other compensation 
payable under the Plan which the Committee from time to time determines are 
intended to qualify as "qualified performance-based compensation" under Section
162(m) of the Code.

          (i)  "Reporting Person" means any person subject to Section 16 of the
1934 Act, or any successor rule.

          (j)  "Shares" means shares of Common Stock, $.01 par value per share,
of LabOne as constituted on the effective date of the Plan, and any other 
shares into which such Common Stock shall thereafter be changed by reason of 
any transaction described in paragraph 3(b) hereof.








                                    -11-

          (k)  "Stockholder-Approved Performance Goals" means the measurable
performance objective or objectives established pursuant to this Plan for 
Participants who have received grants of Performance-Based Awards described in 
paragraph 11(b) hereof.  To the extent permitted under Section 162(m) of the 
Code and the regulations promulgated thereunder, Stockholder-Approved 
Performance Goals may be described in terms of objectives related to the 
performance of the Participant, LabOne, any subsidiary, or any division, unit, 
department, region or function within LabOne or any subsidiary in which the 
Participant is employed.  Stockholder-Approved Performance Goals may be made 
relative to the performance of other companies.  To the extent permitted under 
Section 162(m) of the Code and the regulations promulgated thereunder, 
Stockholder-Approved Performance Goals applicable to any Performance-Based 
Award shall be based on specified levels of or changes in one or more of the 
following criteria: (i) cash flow, which may include net cash flow from 
operations, or net cash flow from operations, financing and investing 
activities, (ii) earnings per share, (iii) pre-tax income, (iv) net income,
(v) return on sales, (vi) return on equity, (vii) return on assets, 
(viii) return on capital, (ix) return on investment, (x) revenue growth, 
(xi) market share, (xii) retained earnings, (xiii) improved gross margins, 
(xiv) operating expense ratios, (xv) earnings before interest, taxes, 
depreciation and amortization, (xvi) costs, (xvii) cost reductions or savings,
(xviii) debt reduction, (xix) selling, general and administrative expenses and 
(xx) total return to shareholders (share appreciation plus dividends).

16.  Miscellaneous.

          (a)  Rights of a Shareholder.  Except as otherwise provided in 
paragraph 8 hereof and subject to the provisions of the applicable Award 
Agreement, the recipient of any Award under the Plan shall have no rights as a 
shareholder with respect thereto unless and until certificates for Shares are 
issued to him, and the issuance of Shares shall confer no retroactive right to 
dividends.

          (b)  Rights to Terminate Employment.  Nothing in the Plan or in any 
Award Agreement shall confer upon any person the right to continue in the 
employment of the Company or affect any right which the Company may have to 
terminate the employment of such person.

          (c)  Amendment and Termination of Plan.  The Board may terminate, 
amend, modify or suspend the Plan at any time, subject to such stockholder 
approval as the Board determines to be necessary or desirable to comply with 
any tax, regulatory or other requirement.  If the Committee determines that any
 such termination, modification, amendment or suspension of the Plan shall 
materially and adversely affect the rights of any grantee or Beneficiary under 
an Award previously granted, the consent of such grantee or Beneficiary shall 
be required, provided that it shall be conclusively presumed that any 
adjustment pursuant to paragraph 3(b) hereof does not materially and adversely 
affect any such right. 










                                    -12-

          (d)  Effect on Other Plans; Nature of Payments.  Nothing contained in
this Plan shall prevent the Company from adopting other or additional 
compensation arrangements or other benefit or incentive plans or shall affect 
any Participant's eligibility to participate in any other such arrangement or 
plan.  Each grant of an Award and each issuance of Shares thereunder shall be 
in consideration of services performed for the Company by the Participant 
receiving the Award.  Each such grant and issuance shall constitute a special 
incentive payment to the Participant receiving the Award and shall not be taken
into account in computing the amount of salary or compensation of the 
Participant for the purposes of determining any pension, retirement, death or 
other benefits under (i) any pension, retirement, profit-sharing, bonus, life 
insurance or other benefit plan of the Company or (ii) any agreement between 
the Company and the Participant, except as such plan or agreement shall 
otherwise expressly provide.

          (e)  Effective Date and Duration of Plan.  The Plan shall become 
effective when adopted by the Board, provided that the Plan is approved by the 
stockholders of LabOne in accordance with Delaware law before the first 
anniversary of the date the Plan is adopted by the Board, and provided, 
further, that no payment on any Award shall be made unless and until such 
stockholder approval is obtained.  Unless it is sooner terminated in accordance
with subparagraph (c) hereof, the Plan shall remain in effect until all Awards 
under the Plan have been satisfied or have expired or otherwise terminated, but
no Incentive Stock Option shall be granted more than ten years after the 
earlier of the date the Plan is adopted by the Board or is approved by the 
Company's shareholders.

          (f)  Unfunded Plan.  The Plan shall be unfunded, except to the extent
otherwise provided in accordance with Section 8 hereof.  Neither the Company 
nor any affiliate shall be required to segregate any assets that may be 
represented by Awards, and neither the Company nor any affiliate shall be 
deemed to be a trustee of any amounts to be paid under any Award.  Any 
liability of the Company or any affiliate to pay any grantee or Beneficiary 
with respect to an Award shall be based solely upon any contractual obligations
created pursuant to the provisions of the Plan, and no such obligations will be
deemed to be secured by a pledge or encumbrance on any property of the Company 
or an affiliate.

          (g)  Governing Law.  The Plan shall be governed by, and shall be 
construed, enforced and administered in accordance with, the laws of the State 
of Delaware, except to the extent that such laws may be superseded by any 
Federal law.
















                                    -13-