LAB*ONE*, INC.

2000 STOCK PURCHASE LOAN PROGRAM

- Program
The Lab*One*, Inc. 2000 Stock Purchase Loan Program (the "Program") provides for the extension of loans ("Loans") to certain officers of Lab*One*, Inc. ("Lab*One*") and its subsidiaries (the "Company") to purchase shares of common stock of Lab*One* ("Common Stock").
- Purpose.
The purpose of the Program is to further the earnings of the Company by: (a) assisting the Company in attracting, retaining and motivating officers of high caliber and potential and (b) enabling such officers to increase their ownership ofCommon Stock by financing their purchases, thereby better aligning their interests with the interests of the shareholders of Lab*One*. 
- Eligibility.
Officers of the Company who are designated by the Board of Directors as "Executive Officers" for purposes of Section 16 of the Securities Exchange Act of 1934 shall be eligible to receive Loans under the Program.
- Administration.
(a)	The Compensation Committee of the Board of Directors (the "Committee") shall administer the Program. The Committee shall have full and final power and authority to administer and interpret the Program.  In addition to such generalpower and authority, and subject to the provisions of the Program, the Committee shall have full and final authority to:  (i) determine the amounts to be loaned to any such Executive Officer, (ii) determine the terms and conditions of Loansunder the Program and the terms and conditions of any agreement or instrument evidencing a Loan, (iii) authorize the sale of shares of Common Stock pursuant to Loans granted under the Program, (iv) interpret, construe and administer the Programand any instrument or agreement relating to or evidencing a Loan under the Program, (v) establish, amend, suspend or waive rules and guidelines relating to the Program and Loans hereunder, (vi) correct any defect, supply any omission andreconcile any inconsistency in the Program and (vii) make any other determination or take any other action that it deems necessary or desirable for administration of the Program or any Loan hereunder.
(b)	Decisions of the Committee shall be final, binding and conclusive on all persons, including the Company and any person receiving a Loan.  The Committee may hold meetings and otherwise take action in the manner permitted under applicableprovisions of the Articles of Incorporation and By-laws of Lab*One*, resolutions of the Board of Directors and state and federal law.  No member of the Committee shall be liable for any action or determination made in good faith with respect to the Program or any Loan under the Program.
- Maximum and Minimum Loan Amounts.
The maximum aggregate amount of Loans under the Program to all Executive Officers of the Company as a group shall be an amount sufficient to enable them to purchase 25,000 shares of Common Stock; provided, however, that in no event shall (a) theamount loaned by the Company under the Program during any calendar quarter exceed $200,000 or (b) the amount of Loans under the Program outstanding at any time exceed $500,000.  The maximum amount of Loans under the Program to any individual ExecutiveOfficer of the Company shall be an amount sufficient to enable such individual to purchase 5,000 shares of Common Stock.  The minimum amount of Loans under the program to any individual Executive Officer of the Company shall be an amount sufficient toenable such individual to purchase 1,000 shares of Common Stock.
- Purchase of Shares of Common Stock
(a)	Shares of Common Stock may be purchased with the proceeds of Loans in the open market or directly from Lab*One*, as determined by the Committee in its sole discretion. Any shares of Common Stock sold by Lab*One* pursuant to theProgram shall be sold (i) from its treasury shares and (ii) at a price per share equal to the last sale price reported on the Nasdaq National Market on the trading day immediately prior to the day the Loan is granted, as reported in the Wall Street Journal, or the last bid price so reported if there are no reported sales on such trading day.
(b)	The Company may place on any certificate representing shares of Common Stock acquired pursuant to the Program any legend deemed desirable by Lab*One*'s counsel to comply with federal and state securities laws and to disclose therestrictions, if any, on the disposition  of such shares imposed by the Committee.
- Terms of Loans.
Each Loan made under the Program shall be evidenced by a collateral note executed and delivered to Lab*One* by the Executive Officer of the Company receiving the Loan (the "Participant"), substantially in the form attached hereto asExhibit A (the "Note").  The Note evidencing a Loan shall comply in all respects with the provisions of the Program and must be executed by the Participant before the Loan is funded.  Each Participant shall be required to execute and deliversuch other documents and instruments as determined by the Committee in its sole discretion. Each Loan shall be subject to the following terms and conditions:
*Full Recourse Loan
. The Participant shall be personally liable for the repayment in full of all principal and interest on the Loan. 
*Interest Rate.
 Each Loan shall provide for the payment of interest at an annual rate equal to the prime rate as of the date the Note is issued, as determined by the Committee, provided that the interest rate shall not be less than theapplicable federal rate, as determined under Section 1274(d) of the Internal Revenue Code, at the time the Loan is made.  
*Repayment of Principal and Interest.
  Each Loan shall provide that, commencing the calendar month after the month in which the Loan is funded and the Note is issued, the Participant shall pay biweekly, commencing on the first pay period inthat month and continuing on each pay period thereafter, by means of automatic payroll deductions, in one hundred thirty (130) equal installments including principal and interest in accordance with the amortization schedule to be annexed to the Note, theoutstanding principal balance of the Loan and all accrued interest thereon.  Also, upon the maturity date of the Note, the Company shall have the right to offset the outstanding principal and accrued interest under the Loan against any compensation owingto the Participant, including but not limited to any salary payments, severance payments and benefits, accrued vacation pay, business expense reimbursements and any other payments due the Company by the Participant under the Employment Agreement betweenthe Company and the Participant; provided, however, that any outstanding principal and accrued interest remaining after any such offset shall remain immediately due and payable.
*Collateral.
  Each Loan shall be secured by (i) the shares of Common Stock acquired with the proceeds of the Loan and (ii) all other assets of the Participant held as collateral by the Company pursuant to any other agreement entered intobetween the Participant and the Company.  Lab
One
 will hold possession of any certificates representing the Common Stock pledged as collateral until the Loan is paid in full.
*Maturity Date.
  The outstanding principal and accrued interest of each Loan shall become due and fully payable on the first to occur of the following events:
- Termination of employment of the Participant for any reason other than death;
- 180 days after the death of the Participant; 
- The fifth anniversary of the date the Note is issued; or
- Such other events as are specified in the Note (any one of which shall be the "maturity date").
Restrictions on Transfer of Common Stock.

The Participant shall be prohibited from selling or otherwise disposing of the shares of Common Stock acquired with the Loan for a period of one (1) year following the date of their purchase by the Participant.  At the time a Loan is made, theCommittee may impose additional restrictions on a Participant's ability to sell, encumber or otherwise dispose of the shares of Common Stock acquired with the Loan.
Amendment of Terms of Outstanding Loans.

At any time, the Committee may, in its sole discretion, and subject to such conditions as it may impose or authorize, extend the time for repayment of any Loan, forgive the repayment of any or all of the principal and/or interest of any Loan or amendor modify any other terms and provisions of any Loan, provided that a change to a Loan shall not, without the consent of the Participant, adversely affect a Participant's rights under such Loan.
Miscellaneous.

(a)	No term of the Program shall be construed to confer on any Participant the right to continue in the employ of the Company for any period of time or to restrict the right of the Company to terminate or change the terms of any Participant'semployment with the Company at any time, including without limitation any Participant's position or rate of compensation. 

(b)	The recipient of any Loan shall have no rights as a shareholder with respect thereto unless and until certificates for shares of Common Stock are delivered to the recipient, and the receipt of shares of Common Stock shall confer no retroactiveright to dividends.

(c)	No right or interest of any Participant in any Loan or in the Program shall be assignable or transferable, except by will or the laws of descent and distribution.

(d)	The Program shall be governed by, and shall be construed, enforced and administered in accordance with, the laws of the State of Missouri, except to the extent that such laws may be superseded by any Federal law.
Termination, Modification.

If not sooner terminated by the Board of Directors of Lab*One*, the Program shall terminate at the close of business on September 30, 2010.  The Board of Directors may amend or terminate the Program at any time and from time to time in suchrespects as it deems advisable. An amendment or termination of the Program shall not, without the consent of the Participant, adversely affect the Participant's rights under a previously granted Loan.*****