Exhibit 10.4      

                               LAB HOLDINGS, INC.
                       1997 DIRECTORS' STOCK OPTION PLAN
                       (as amended as of August 17, 1998)
 
1.  PURPOSE
 
    The Lab Holdings, Inc. 1997 Directors' Stock Option Plan is designed to
enable Directors of the Company to acquire or increase their ownership of the
$1.00 par value common stock of the Company on reasonable terms. The opportunity
so provided is intended to foster in participants a strong incentive to exert
maximum effort for the continued success and growth of the Company and its
Subsidiaries and the enhancement of shareholders' interests.
 
2.  DEFINITIONS
 
    When used herein, the following terms shall have the meaning set forth
below:
 
    2.1 "BOARD" means the Board of Directors of Lab Holdings, Inc.
 
    2.2 "BOOK VALUE" of property referred to in subsection 7.3 hereof means book
        value as determined in accordance with generally accepted accounting
        principles.
 
    2.3 "CODE" means the Internal Revenue Code of 1986, as amended from time to
        time.
 
    2.4 "COMPANY" means Lab Holdings, Inc.
 
    2.5 "DIRECTOR" means a member of the Board.
 
    2.6 "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended.
 
    2.7 "FAIR MARKET VALUE" means (i) with respect to the Company's Shares, the
        closing sales price of the Shares, as reported on the National Market
        System of the Nasdaq Stock Market, or, if not so reported, the closing
        sales price as reported by any other appropriate reporting system of
        general circulation, on the date for which the value is to be
        determined, or if there is no closing sales price on such date, then on
        the last date for which transactions in Shares were so reported prior to
        the date on which the value is to be determined; and (ii) with respect
        to property referred to in subsection 7.3 hereof, the value of such
        property as determined by independent, third party appraisal.
 
    2.8 "GRANTEE" means a person to whom an Option is granted.
 
    2.9 "NON-QUALIFIED STOCK OPTION" or "NQSO" means an Option awarded under the
        Plan which by its terms and conditions does not meet the terms and
        conditions established by Code Section 422A.
 
   2.10 "OPTION" means the right to purchase, at a price, for a term, under
        conditions, and for cash or other considerations fixed by the Plan, a
        number of Shares specified by the Plan. An Option can only be an NQSO.
 
   2.11 "PLAN" means the Company's 1997 Directors' Stock Option Plan.
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   2.12 "PRE-OWNED SHARES" means Shares owned by a Grantee at the time of the
        exercise of an Option, and if they are Shares which the Grantee acquired
        through the exercise of an Option under the Plan, such Shares have been
        owned for more than six months prior to the Option exercise.
 
   2.13 "RESIGNING DIRECTORS" means those directors whose resignations as such
        are effective on the date upon which a definitive Proxy Statement is
        filed with the Securities and Exchange Commission respecting a Special
        Meeting of Company shareholders, called for the purpose of considering
        and voting upon a proposal to amend the Company's Articles of
        Incorporation to change the Company's name to Lab Holdings, Inc.

   2.14 "SECURITIES ACT" means the Securities Act of 1933, as amended.
 
   2.15 "SHARES" means shares of the Company's $1.00 par value common stock or,
        if by reason of the adjustment provisions hereof any rights under an
        Option granted under the Plan pertain to any other security, such other
        security.
 
   2.16 "SUBSIDIARY" means any business, whether or not incorporated, in which
        the Company, at the time an Option is granted or in other cases at the
        time of reference, owns directly or indirectly not less than 50% of the
        equity interest.
 
   2.17 "SUCCESSOR" means the legal representative of the estate of a deceased
        Grantee or the person or persons who shall acquire the right to exercise
        an Option, by assignment, bequest or inheritance or by reason of the
        death of the Grantee, as provided in accordance with subsection 6.7
        hereof.
 
   2.18 "TAX DATE" means the date on which the amount of tax to be withheld with
        respect to an Option is determined.
 
   2.19 "TERM" means the period during which a particular Option may be
        exercised.
 
   2.20 "UNIT" means (i) the lowest number of Shares required to be purchased to
        permit the issuance with such Shares of a whole security of another
        type, if any, issuable pursuant to subsection 7.2 hereof upon exercise
        of an Option and (ii) such other whole security.
 
3.  ELIGIBILITY
 
    Each person who is a Director on the Effective Date of the Plan under
Section 9 hereof, other than Resigning Directors, and each person who becomes a
Director thereafter during the term of the Plan shall be entitled (subject to
any limitations imposed by Section 4 hereof) to participate in the Plan. A
Director is entitled to participate whether or not he is also an officer of the
Company and whether elected by shareholders or appointed to fill a vacancy
created by the resignation of a Director or the expansion of the Board.
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4.  SHARES SUBJECT TO PLAN
 
    The Company hereby reserves 90,000 Shares for issuance in connection with
Options under the Plan, subject to adjustment under Section 7 hereof. The Shares
so issued may be unreserved Shares held in the treasury, however acquired, or
Shares which are authorized but unissued. Any Shares subject to issuance upon
exercise of Options but which are not issued because of a surrender, lapse,
expiration or termination of any such Option prior to issuance of the Shares
shall once again be available for issuance in satisfaction of other Options.
Shares withheld pursuant to a tax withholding election permitted under Section
13 hereof, and any Shares owned by a Grantee which are used in the exercise of
an Option under subsection 8.3 hereof shall be deemed issued under the Plan.
 
5.  GRANT OF OPTIONS
 
    Each person who is a Director as of the Effective Date of the Plan under
Section 9 hereof shall, as of the Effective Date, receive a grant of Options
respecting 15,000 Shares, and each Director who first becomes a Director after
the Effective Date shall, on the date he first becomes a Director, receive a
grant of Options respecting 15,000 Shares, in all cases without further action
by the Board or otherwise. Such Options shall be in the form set forth as
Exhibit A hereto. No person shall receive more than one grant respecting 15,000
Shares.
 
6.  TERMS AND CONDITIONS OF OPTIONS
 
    All Options under the Plan shall be granted subject to the following terms
and conditions:
 
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    6.1 The purchase price of each Share subject to an Option shall be 100% of
        the Fair Market Value of the Shares on the effective grant date of such
        Option.
 
    6.2 Options shall expire on the tenth anniversary of the effective date of
        grant.
 
    6.3 Options shall be vested (i.e., exercisable) as follows: As to 5,000
        shares, on and after the twelve month anniversary of the date of grant;
        as to another 5,000 shares, on and after the twenty-four month
        anniversary of the date of grant; and as to the final 5,000 shares, on
        and after the thirty-six month anniversary of the date of grant.
 
    6.4 Notwithstanding subsection 6.3 hereof, in the event of the death of an
        Option holder during his term as a Director, all outstanding unvested
        Options held by him shall become immediately exercisable.
 
    6.5 After the termination of an Option holder's term as a Director for any
        reason, the Option shall be exercisable only as to those Shares and
        other securities, if any, which were subject to the exercise of such
        Option on the date of termination (including those shares and other
        securities, if any, subject to the exercise as a consequence of
        subsection 6.4 hereof).
 
     6.6  Options, whether vested or not, shall expire to the extent unexercised
          on the date  which is 90 days  after the date a  Director's  term as a
          Director shall terminate;  provided however,  that in the event of the
          death of a Director  during such person's term as a Director or during
          the 90-day  period  following  expiration  of such term,  such Options
          shall expire to the extent  unexercised by such person's  Successor on
          that  date  which is 12  months  after  the date of  death;  provided
          however,  if the term of a director does not continue due to the terms
          of any plan or  arrangement  involving  any merger,  consolidation  or
          other event  specified  in Section 6.8, 6.9 or 6.10 or if the director
          is not elected to continue in office for three years following such an
          event or is removed  without cause from such office within three years
          following such an event,  then all options that are exercisable at the
          time of such event or that become  exercisable due to such event shall
          not expire until the earlier of (a) twelve  months  following the date
          of death of the  director or (b) the end of the  original  term of the
          option  regardless of the date of  termination  of an Option  holder's
          term as a Director.
 
    6.7 Each Grantee may name, from time to time, any beneficiary or
        beneficiaries (who may be named contingently or successively) to whom
        any benefit or rights under the Plan is to be paid or transferred in
        case of his death before he receives any or all of such benefit or
        exercises such rights. Each designation will revoke all prior
        designations by the same Grantee, and will be effective only when filed
        by the Grantee in writing during his lifetime with the Company's
        Secretary. In the absence of any such designation, benefits or rights
        remaining unpaid or unexercised at the Grantee's death shall be paid to
        or shall be exercisable by his estate, subject to the terms hereof.
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    6.8 Notwithstanding subsection 6.3 hereof, all outstanding unvested Options
        shall become exercisable immediately if any of the following events
        occur:
 
       6.8.1 Any "person" (as defined in Sections 13(d) and 14(d) of the
             Exchange Act) is or becomes the "beneficial owner" (as defined in
             Rule 13d-3 under the Exchange Act), directly or indirectly, of
             securities of the Company representing twenty-five percent (25%) or
             more of the combined voting power of the Company's then outstanding
             securities, provided that this provision shall not apply to the
             direct, indirect or beneficial ownership of Shares by descendants
             of W. T. Grant or their spouses, or
 
       6.8.2 At any time there shall cease to be a majority of the Board
             comprised as follows: individuals (other than Resigning Directors)
             who on the Effective Date of this Plan under Section 9 hereof
             constitute the Board, and any new Director(s) whose election by the
             Board or nomination for election by the Company's shareholders was
             approved by a vote of at least two-thirds ( 2/3) of the Directors
             then still in office who either were Directors on the Effective
             Date of this Plan or whose election or nomination for election was
             previously so approved, or
 
       6.8.3 The requisite percentage of the Company's shareholders shall
             approve a plan of complete liquidation and dissolution of the
             Company.
 
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    6.9 Notwithstanding anything in subsection 6.3 hereof, all outstanding
        unvested Options held by a Grantee shall become exercisable immediately
        upon the approval by the requisite percentage(s) of shareholders of all
        constituent companies to a merger or consolidation involving the Company
        if, but only if, by the terms of the agreement of merger or
        consolidation or other contemporaneous related document said Grantee's
        term as a Director of the Company is not to continue after consummation
        of the merger or consolidation or is specifically limited in time to a
        period which does not extend at least until the thirty-six month
        anniversary of the date of grant.
 
   6.10 In the event of the dissolution or liquidation of the Company, each
        outstanding Option shall terminate to the extent that it shall not have
        been exercised prior to the effective time of such event.
 
7.  ADJUSTMENTS IN EVENT OF CHANGES IN CAPITALIZATION
 
    7.1 In the event that a dividend shall be declared upon the Shares of the
        Company payable in Shares, the number of Shares then subject to any
        Option outstanding under the Plan and the number of Shares reserved for
        Options pursuant to the Plan but not yet subject to Options shall be
        adjusted by adding to each such Share the number of Shares which would
        be distributable in respect thereof if such Shares had been outstanding
        on the date fixed for determining the shareholders of the Company
        entitled to receive such Share dividend.
<PAGE> 
    7.2 In the event that a dividend shall be declared upon the Shares of the
        Company payable in an equity security of the Company other than the
        Shares, each Option outstanding under the Plan and the number and type
        of securities issuable under the Plan shall be changed so that
        thereafter there shall be issuable upon the exercise of Options then
        outstanding or thereafter granted, in addition to Shares, such number of
        such other equity security that would have been distributable in respect
        of Shares subject to outstanding Options or issuable under the Plan had
        such Shares been outstanding on the date fixed for determining the
        shareholders of the Company entitled to receive such equity security
        dividend.
 
    7.3 In the event that a dividend shall be declared upon Shares (or other
        securities that, with the Shares, comprise a Unit) of the Company
        payable in cash or other property (other than Shares or other equity
        securities of the Company) and the aggregate amount of the cash or Book
        Value of the property payable to shareholders pursuant to such dividend
        exceeds 10% of the Company's total assets on a consolidated basis, the
        Option exercise price for each Share (or Unit, if applicable) subject to
        an Option shall be reduced on the date following the payment date of
        such dividend by the aggregate amount of cash and the Fair Market Value
        of any other property payable with respect to each outstanding Share
        pursuant to such dividend.
 
    7.4 In the event that the outstanding Shares shall be changed into or
        exchanged for a different number or kind of shares or other securities
        of the Company or of another entity, whether through reorganization,
        recapitalization, split-up, combination of shares, merger, consolidation
        or otherwise, then there shall be substituted for each Share subject to
        any outstanding Option and for each Share reserved for Options pursuant
        to the Plan but not yet subject to Options the number and kind of shares
        or other securities into which each outstanding Share shall have been so
        changed or for which each such share shall have been exchanged.
 
    7.5 In the case of any substitution or adjustment as provided for in
        subsections 7.1, 7.2 or 7.4 hereof, the Option price set forth in each
        outstanding Option for each Share covered thereby prior to such
        substitution or adjustment will be the Option price for all Shares or
        other securities which shall have been substituted for such Share or to
        which such Share shall have been adjusted pursuant to such subsections.
 
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    7.6 In the case of any adjustment provided for in subsection 7.2 hereof, the
        Option may thereafter only be exercisable as to Units and the Option
        exercise price for each Unit will be the aggregate of the Option
        exercise price for the Shares included within the Unit.
 
    7.7 No adjustment or substitution provided for in this Section 7 shall
<PAGE>
        require the Company to sell or issue a fraction of a Share or other
        equity security, and the total substitution or adjustment with respect
        to each outstanding Option shall be limited accordingly. Upon any
        adjustment made pursuant to this Section, the Company will, upon
        request, deliver to the Option holder or to such person's Successor a
        certificate of its Chief Financial Officer setting forth, with respect
        to such Option, the Option price thereafter in effect and the number and
        kind of Shares or other securities thereafter purchasable thereunder.
 
8.  EXERCISE OF RIGHTS UNDER OPTIONS
 
    8.1 A person entitled to exercise an Option may do so by delivery of a
        written notice to that effect specifying the number of Shares with
        respect to which the Option is being exercised and any other information
        the Company may prescribe.
 
    8.2 The notice of exercise shall be accompanied by payment in full of the
        purchase price for any Shares to be purchased, with such payment being
        made in cash or cash equivalents or in Pre-Owned Shares having a Fair
        Market Value at that time equivalent to the purchase price of the Shares
        or Units to be purchased, or a combination thereof.
 
    8.3 In lieu of delivery of a stock certificate or certificates evidencing
        Shares tendered by the Grantee in payment of the purchase price in
        exercising an Option, the Grantee may furnish a notarized statement
        executed by the Grantee, in such form as prescribed by the Company, as
        payment for all or a portion of the purchase price for Shares or Units
        to be purchased. The statement shall recite the number of Shares or
        Units being purchased by the Grantee pursuant to the Option and the
        number of Pre-Owned Shares owned by the Grantee which otherwise could be
        freely delivered as payment of the purchase price by the Grantee based
        on their Fair Market Value at that time. The Grantee will then be issued
        a certificate(s) for (a) new Shares equal to the number of Shares
        acquired by the Grantee hereunder upon exercise of the Option, less the
        number of Pre-Owned Shares owned by the Grantee and described in the
        notarized statement, and (b) if applicable, other securities comprising
        the Units as to which the exercise relates.
 
    8.4 No Shares or other securities shall be issued upon exercise of an Option
        until full payment has been made therefor.
 
    8.5 Upon exercise of an Option but before a distribution of Shares or other
        securities in satisfaction thereof, the Grantee may request in writing
        that the Shares or other securities to be issued in satisfaction of the
        Option exercise be issued in the name of the Grantee and another person
        as joint tenants with right of survivorship or as tenants in common.
 
    8.6 All notices or requests to the Company provided for herein shall be
        delivered to the Secretary of the Company.
 
9.  EFFECTIVE DATE OF THE PLAN AND DURATION
 
    9.1 The Plan shall become effective on the date upon which the Company files
        a definitive Proxy Statement with the Securities and Exchange Commission
        respecting a Special Meeting of Company shareholders, called for the
        purpose of considering and voting upon a proposal to amend the Company's
        Articles of Incorporation to change the Company's name to Lab Holdings,
        Inc.
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<PAGE>
    9.2 The Plan shall remain in effect until all Options have been exercised in
        accordance herewith, but no Options may be granted under the Plan after
        September 15, 2007. The provisions of any Option may be amended at any
        time prior to the end of its Term in accordance with the Plan.
 
10. SHAREHOLDER STATUS
 
    No person shall have any rights as a shareholder by virtue of the grant of
an Option under the Plan, except with respect to Shares or other securities
actually issued to that person.
 
11. POSTPONEMENT OR NON-EXERCISE
 
    The Company shall not be required to issue any certificate or certificates
for Shares or other securities upon the exercise of an Option granted under the
Plan prior to (i) the obtaining of any approval from any governmental agency
which the Company shall, in its sole discretion, determine to be necessary or
advisable, (ii) the taking of any action in order to comply with restrictions or
regulations incident to the maintenance of a public market for its Shares or
other securities, if any; and (iii) the completion of any registration or other
qualification of such Shares or other securities, if any, under any state or
Federal law or rulings or regulations of any governmental body which the Company
shall, in its sole discretion, determine to be necessary or advisable. The
Company shall not be obligated by virtue of the terms and conditions of any
Option or any provisions of the Plan to recognize the exercise of an Option or
to sell or issue Shares or other securities in violation of the Securities Act
or the law of any government having jurisdiction thereof. Any postponement or
delay by the Company in recognizing the exercise of any Option or in issuing any
Shares or other securities hereunder shall not extend the Term of an Option and
neither the Company nor its directors or officers shall have any obligation or
liability to the Grantee of an Option, to a Successor or to any other person
with respect to any Shares or other securities, including those as to which an
Option shall lapse because of such postponement.
 
12. TERMINATION, SUSPENSION OR MODIFICATION OF PLAN
 
    The Board may terminate, suspend or modify the Plan at any time and in any
manner, provided, however, that to the extent shareholder approval is required
by regulations issued under the Securities Act or the Exchange Act, in order to
create or preserve Company or Grantee benefits or rights under or with respect
to Options, the Board shall not, without authorization of the shareholders,
effect any change (other than through adjustment for changes in capitalization
or as otherwise herein provided) which:
 
         (i) increases the aggregate number of Shares for which Options may be
    granted under the Plan or increases the maximum number of Shares for which
    Options may be granted to any one Grantee;
 
         (ii) lowers the minimum Option exercise price;
 
        (iii) lengthens the maximum period during which an Option may be
    exercised;
 
         (iv) materially modifies the requirements as to eligibility to
    participate in the Plan;
 
         (v) extends the period of time during which Options may be granted; or
 
         (vi) materially increases the benefit accruing to Grantees.
 <PAGE>
    Notwithstanding the foregoing, (i) the Board may amend the Plan, without
shareholder authorization, to comply with Section 16(b) of the Exchange Act or
regulations issued thereunder, to effect registration of the Plan or securities
issuable thereunder under the Securities Act or the securities laws of any
state, or to obtain any required regulatory approval and (ii) if amendments to
the Code or to the Securities Act or Exchange Act, or regulations issued
thereunder, are adopted after the Effective Date of the Plan under Section 9
hereof, which amendments permit termination, suspension or modification of the
Plan, including but not limited to the changes referred to above, without
shareholder approval, no authorization by the Company's shareholders of any
Board action hereunder shall be required.
 
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    No termination, suspension or modification of the Plan shall adversely
affect any right acquired by any Grantee or any Successor under an Option
granted before the date of such termination, suspension or modification unless
such Grantee or Successor shall consent, but it shall be conclusively presumed
that any adjustment for changes in capitalization as provided for herein does
not adversely affect any such right.
 
13. TAXES
 
   13.1 The Company may pay, withhold or require a Grantee to remit to it
        amounts sufficient to satisfy the Company's federal, state, local or
        other tax withholding obligations attributable to any Option exercise,
        after giving notice to the Grantee, and the Company may defer issuance
        of Shares or other securities in connection with an Option exercise if
        any such tax, charge or assessment may be pending, until indemnified to
        its satisfaction.
 
   13.2 In connection with the exercise of an Option, a Grantee may make an
        irrevocable election to have Shares or Units otherwise issuable
        withheld, or tender back to the Company Shares received, or deliver to
        the Company previously-acquired Shares, having a Fair Market Value at
        the time sufficient to satisfy all or part of the Company's total
        federal, state, local and other tax withholding obligations associated
        with the transaction.
 
14. APPLICATION OF PROCEEDS
 
    The proceeds received by the Company from the issuance of Shares or Units
under the Plan shall be used for general corporate purposes of the Company and
its Subsidiaries.
 
15. OTHER ACTIONS
 
    Nothing in the Plan shall be construed to limit the authority of the Company
to exercise its corporate rights and powers, including, by way of illustration
and not by way of limitation, the right to grant options for proper corporate
purposes otherwise than under the Plan to any employee or any other person,
firm, corporation, association or other entity, or to grant options to, or
assume options of, any person in connection with the acquisition by purchase,
lease, merger, consolidation or otherwise, of all or any part of the business
and assets of any person, firm, corporation, association or other entity.
<PAGE> 
16. GENDER AND NUMBER
 
    Except when otherwise indicated by the context, words in the masculine
gender when used in the Plan shall include the feminine gender, the singular
shall include the plural, and the plural shall include the singular.
 
17. REQUIREMENTS OF LAW, GOVERNING LAW
 
    The granting of Options and the issuance of Shares or Units shall be subject
to all applicable laws, rules and regulations, and to such approvals by any
governmental agencies or national securities exchanges and self-regulating
entities as may be required. The Plan, and all agreements hereunder, shall be
construed in accordance with and governed by the laws of the State of Missouri.
 
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