Exhibit 10.2 
                              EMPLOYMENT AGREEMENT

         THIS  AGREEMENT is made  effective as of August 7, 1998, by and between
LAB  HOLDINGS,  INC.,  a Missouri  corporation  (the  "Company"),  and Steven K.
Fitzwater (the "Executive").

         WHEREAS,  the Company desires to employ the Executive as Executive Vice
President,  Chief Operating and Financial  Officer and Secretary of the Company;
and

         WHEREAS,  the Executive desires to be employed on the terms and subject
to the conditions hereinafter stated.

         NOW,  THEREFORE,  in consideration of the mutual covenants contained in
this Employment Agreement, the parties hereby agree as follows:

                                    SECTION 1
                          POSITION AND RESPONSIBILITIES

         During  the Term of this  Employment  Agreement,  the  Executive  shall
perform  such  duties  for such  compensation  and  subject  to such  terms  and
conditions as are hereinafter set forth.

                                    SECTION 2
                                 TERM AND DUTIES

         2.1 Term;  Extension.  The term of this Employment Agreement (the "Term
of this  Employment  Agreement")  will  commence as of the date hereof and shall
continue  until the third  anniversary  of such date;  provided that the Term of
this  Employment  Agreement shall be  automatically  extended for successive one
year  periods  on  each   anniversary  of  this   Agreement   unless  notice  of
non-extension  is given by either party to the other prior to such  anniversary.
If such  notice  is  given,  the Term of this  Employment  Agreement  shall  not
thereafter  be  automatically  extended  on  succeeding  anniversaries  of  this
agreement. Termination of the Executive's employment pursuant to this Employment
Agreement,  other than upon expiration of the Term of this Employment Agreement,
shall be governed by Sections 4 and 5.

         2.2 Duties. The Executive shall devote full time, attention and efforts
during  normal  business  hours to the  Company's  affairs,  but the Company and
Executive  agree that if  Executive's  position  and  responsibilities  with the
Company do not require  Executive's  full time and attention,  then Executive is
entitled to pursue other employment opportunities simultaneously with his duties
hereunder.  The  Executive  shall have such duties and  responsibilities  as are
assigned  to him  from  time  to  time  by the  Board  of  Directors  and or the
President. As of the effective date of this Employment Agreement,  the Executive
shall have senior management  authority and  responsibility  with respect to the
long  term  management  of the  Company,  consistent  with  directions  from the
President and or the Board of Directors.

     2.3  Location.  The  duties of the  Executive  shall be  performed  at such
locations and places

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as may be directed by the Board of Directors.

                                    SECTION 3
                            COMPENSATION AND BENEFITS

         3.1 Base  Compensation.  The  Company  shall pay the  Executive  a base
salary   ("Base   Salary")  of  $100,000  per  annum,   subject  to   applicable
withholdings.  Base Salary shall be payable  according to the customary  payroll
practices of the Company but in no event less  frequently  than once each month.
The Base Salary  shall be reviewed  annually and shall be subject to increase or
decrease  according  to the  policies  and  practices  adopted  by the  Board of
Directors from time to time; provided,  however, that in no event shall the Base
Salary  for any year be  decreased  by more  than  five  percent  (5%)  from the
immediately preceding year's Base Salary as a result of any such annual review.

         3.2 Additional Benefits.  The Executive will be entitled to participate
in all  employee  benefit  plans  or  programs  and  receive  all  benefits  and
perquisites  to which any salaried  employees are eligible under any existing or
future plans or programs established by the Company for salaried employees.  The
Executive  will  participate  to the  extent  permissible  under  the  terms and
provisions  of such plans or programs in  accordance  with  program  provisions.
Nothing in this Agreement will preclude the Company from amending or terminating
any of the  plans  or  programs  applicable  to  salaried  employees  or  senior
executives.  The  Executive  will be  entitled  to an annual  paid  vacation  as
established by the Board of Directors.

         3.3 Business Expenses. The Company will reimburse the Executive for all
reasonable  travel and other  expenses  incurred by the  Executive in connection
with the  performance  of his  duties  and  obligations  under  this  Employment
Agreement.

         3.4 Withholding.  The Company may directly or indirectly  withhold from
any payments under this Employment  Agreement all federal,  state, city or other
taxes that shall be required pursuant to any law or governmental regulation.

                                    SECTION 4
            DEATH BENEFIT; DISABILITY COMPENSATION; KEY MAN INSURANCE

         4.1  Payment  in  Event of  Death.  In the  event  of the  death of the
Executive during the Term of this Employment Agreement, the Company's obligation
to make payments under this  Employment  Agreement shall cease as of the date of
death, except for earned but unpaid Base Salary.

         4.2  Disability  Compensation.  Notwithstanding  the  disability of the
Executive,  the Company will  continue to pay the  Executive  during the Term of
this  Employment  Agreement,  according to the  compensation  provisions of this
Employment  Agreement.  In the event the  disability  continues  for a period of
three (3) months, the Company may thereafter terminate this Employment Agreement
and the Executive's employment as of the end of said period. Following such

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termination,  the Company will pay the  Executive  amounts  equal to his regular
installments of Base Salary, as of the time of termination,  for a period of six
(6) months.

         4.3 Responsibilities in the Event of Disability.  During the period the
Executive is receiving  payments  following his  disability and as long as he is
physically  and mentally able to do so, the Executive  will furnish  information
and assistance to the Company and from time to time will make himself  available
to the Company to undertake  assignments  consistent  with his position or prior
position  with the Company and his  physical and mental  health.  If the Company
fails to make a payment or provide a benefit required as part of this Employment
Agreement, the Executive's obligation to provide information and assistance will
end.

         4.4  Definition of  Disability.  The term  "disability"  will have such
meaning as is determined in the reasonable discretion of the Board of Directors.

         4.5 Key-Man Life Insurance.  Upon request by the Company, the Executive
agrees to cooperate  with the Company in obtaining  "key man" life  insurance on
the life of the  Executive,  with death  benefits  payable to the Company.  Such
cooperation  shall  include  the  submission  by  the  Executive  to  a  medical
examination and his response to inquiries regarding his medical history.

         4.6  Advancement  of Expenses In Connection  With Any  Proceedings.  In
addition to any  indemnification  provided to  Executive by law, the Articles of
Incorporation  of the Company,  its bylaws or any contract,  the Company  agrees
that expenses (including attorneys' fees and expenses) incurred by the Executive
in connection  with any claim or proceeding  with respect to which Executive may
be  entitled  to  indemnity  shall be paid by the  Company in  advance  upon the
written request of the Executive, if Executive shall provide the Company with an
unsecured  written  undertaking  to repay such amount if it shall  ultimately be
determined by a final adjudication of a court of competent jurisdiction that the
Executive is not entitled to indemnification.

                                    SECTION 5
                            TERMINATION OF EMPLOYMENT

         Notwithstanding  anything  herein  to  the  contrary,  this  Employment
Agreement  and the  Executive's  employment  with the Company may be  terminated
under the  circumstances and subject to the terms and provisions of this Section
5.

         5.1 Termination  Without Cause. If the Executive  suffers a Termination
Without  Cause  (hereinafter  defined),  the  Company  will  continue to pay the
Executive  amounts  equal to his Base  Salary,  as in  effect at the time of the
Termination Without Cause, for the remaining Term of this Employment  Agreement,
but in no event shall such payments continue for a period of more than two years
following such termination. For the remaining Term of this Employment Agreement,
the Company shall reimburse the Executive for the cost of the Executive's health
insurance as in effect at the date of termination.  The  exercisability of stock
options  granted to the  Executive  shall be  governed by any  applicable  stock
option agreements and the terms of the respective stock option

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plans.

         5.2 Termination  With Cause;  Voluntary  Termination.  If the Executive
suffers a Termination  with Cause or the Executive  voluntarily  terminates  his
employment with the Company (a "Voluntary Termination"),  then, the Company will
not be obligated to pay the  Executive any amounts of  compensation  or benefits
following  the date of  termination.  However,  earned  but unpaid  Base  Salary
through  the  date of  termination  will be paid in a lump sum at such  time.  A
Voluntary  Termination shall not be deemed to include a resignation  tendered at
the request of the Board or following or in connection with a Change In Control.

         5.3  Definitions.  For  purposes  of  this  Employment  Agreement,  the
following terms have the following meanings:

                  (a) A "Change  in  Control"  shall be deemed to have  occurred
upon the occurrence of any of the events  specified in Sections 6.8, 6.9 or 6.10
of the Lab Holdings, Inc. 1997 Directors' Stock Option Plan or upon consummation
of a merger  or  consolidation  involving  the  Company,  if by the terms of the
agreement of merger or consolidation or other  contemporaneous  related document
the  Executive's  term as an officer of the Company is not to continue after the
consummation  of the merger or  consolidation  or is limited in time to a period
following such merger or consolidation  which does not extend at least until the
end of the Term of This Agreement.

                  (b)  "Termination   With  Cause"  means   termination  of  the
Executive's  employment by the Company,  acting in good faith, by written notice
to the Executive  specifying the event relied upon for such termination,  either
(i) due to the  Executive's  serious,  willful  misconduct  with  respect to his
duties  under this  Employment  Agreement  or (ii) due to an act or omission for
which the Executive's is convicted of a felony, the Executive's  perpetration of
a fraud,  embezzlement or other act of dishonesty or the Executive's breach of a
trust or fiduciary  duty, and if any such act or omission  materially  adversely
affects  the  Company  or its  shareholders  or (iii) due to  activities  by the
Executive in Executive's other employment or business which materially  conflict
with the Company's business.

                  (c)  "Termination  Without  Cause"  means  termination  of the
Executive's  employment with the Company other than due to the Executive's death
or disability, Voluntary Termination or Termination With Cause.

                                    SECTION 6
           OTHER DUTIES OF THE EXECUTIVE DURING AND AFTER THE TERM OF
                            THIS EMPLOYMENT AGREEMENT

         6.1 Additional Information. The Executive will, upon reasonable notice,
during or after the Term of this Employment  Agreement,  furnish  information as
may be in his  possession  and cooperate  with the Company as may  reasonably be
requested in connection with any claims or legal

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actions  in which the  Company  is or may become a party.  The  Executive  shall
receive  reasonable  compensation  for the time expended by him pursuant to this
Section 6.1.

         6.2 Confidentiality. The Executive recognizes and acknowledges that all
information  pertaining to the affairs,  business,  clients,  customers or other
relationships of the Company,  as hereinafter  defined, is confidential and is a
unique  and  valuable  asset of the  Company.  Access to and  knowledge  of this
information  are essential to the  performance of the  Executive's  duties under
this  Employment  Agreement.  The  Executive  will not  during  the Term of this
Employment Agreement or thereafter, except to the extent reasonably necessary in
the  performance of his duties under this Agreement,  give to any person,  firm,
association,  corporation or governmental agency any information  concerning the
affairs,  business,  clients,  customers or other  relationships  of the Company
except  as  required  by law.  The  Executive  will not make use of this type of
information  for  his  own  purposes  or  for  the  benefit  of  any  person  or
organization  other  than the  Company.  The  Executive  will  also use his best
efforts to prevent the disclosure of this  information  by others.  All records,
memoranda,  etc.  relating to the  business of the Company  whether  made by the
Executive or otherwise  coming into his  possession  are  confidential  and will
remain the property of the Company.

         6.3      Noncompetition.

                  (a)  During the Term of  Employment.  The  Executive  will not
Compete  with the  Company at any time while he is  employed  by the  Company or
receiving payments from the Company.

                  (b)  Voluntary  Termination;  Termination  With Cause.  In the
event of a Voluntary Termination or a Termination With Cause, the Executive will
not Compete  (hereinafter  defined) with the Company for a period  consisting of
the remaining Term of this Employment Agreement plus one (1) year.

                  (c) Termination  Without Cause;  Non-Extension of the Term. In
the event of a  Termination  Without  Cause or in the event  the  Company  gives
notice under Section 2.1 that the Term of this Employment  Agreement will not be
automatically  extended, the Executive will not Compete with the Company for the
then remaining Term of this Employment Agreement.

                  (d) Definition of "Compete" with the Company. For the purposes
of this  Section 6, the term  "Compete  with the  Company"  means  action by the
Executive, direct or indirect, for his own account or for the account of others,
either as an officer, director,  stockholder,  owner, partner, member, promoter,
employee,  consultant,  advisor,  agent,  manager,  creditor  or  in  any  other
capacity,  resulting in the Executive  having any pecuniary  interest,  legal or
equitable  ownership,  or other  financial  or  non-financial  interest  in,  or
employment,  association or affiliation  with, any corporation,  business trust,
partnership,  limited  liability  company,  proprietorship  or other business or
professional  enterprise that engages in a business  substantially similar to or
in  competition  with any  business  engaged  in by the  Company or in which the
Company has an equity interest exceeding

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5%.

                  (e)  Reasonableness  of  Scope  and  Duration;  Remedies.  The
Executive  acknowledges that the covenants contained herein are reasonable as to
geographic and temporal  scope.  The Executive  acknowledges  that his breach or
threatened  or  attempted  breach of any  provision  of  Section  6 would  cause
irreparable harm to the Company not compensable in monetary damages and that the
Company shall be entitled,  in addition to all other applicable  remedies,  to a
temporary and permanent  injunction and a decree for specific performance of the
terms of Section 6 without  being  required to prove damages or furnish any bond
or other security.

                                    SECTION 7
                     CONSOLIDATION, MERGER OR SALE OF ASSETS

         Nothing in this  Employment  Agreement  shall preclude the Company from
consolidating or merging into or with, or transferring all or substantially  all
of its assets  to,  another  corporation  or  organization  which  assumes  this
Employment  Agreement  and  all  obligations  and  undertakings  of the  Company
hereunder.  Upon such a consolidation,  merger or sale of assets,  the term "the
Company"  as  used  herein  will  mean  or  include  the  other  corporation  or
organization  and,  unless  terminated  as  herein  provided,   this  Employment
Agreement  shall  continue  in full  force  and  effect.  This  Section 7 is not
intended to modify or limit the rights of the Executive hereunder.


                                    SECTI0N 8
                                  MISCELLANEOUS

         8.1 Entire  Agreement.  This Employment  Agreement  contains the entire
understanding  between the Company and the Executive with respect to the subject
matter and supersedes any prior employment or severance  agreements  between the
Company and its affiliates, and the Executive.

         8.2 Amendment; Waiver. This Employment Agreement may not be modified or
amended  except in writing  signed by the parties.  No term or condition of this
Employment Agreement will be deemed to have been waived except in writing by the
party  charged with waiver.  A waiver shall operate only as to the specific term
or  condition  waived and will not  constitute a waiver for the future or act on
anything other than that which is specifically waived.

         8.3  Severability;  Modification  of Covenant.  Should any part of this
Employment  Agreement be declared invalid for any reason,  such invalidity shall
not affect the  validity  of any  remaining  portion  hereof and such  remaining
portion shall continue in full force and effect as if this Employment  Agreement
had been  originally  executed  without  including the invalid part.  Should any
covenant of this Employment Agreement be unenforceable because of its geographic
scope or term, its geographic  scope or term shall be modified to such extent as
may be necessary to render such covenant enforceable.


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         8.4 Effect of Captions.  Titles and  captions in no way define,  limit,
extend or describe the scope of this Employment  Agreement nor the intent of any
provision thereof.

         8.5 Counterpart Execution. This Employment Agreement may be executed in
any number of counterparts,  each of which shall be deemed an original,  but all
of which together shall constitute one and the same instrument.

         8.6 Governing  Law;  Arbitration.  This  Employment  Agreement has been
executed   and   delivered   in  the  State  of  Missouri   and  its   validity,
interpretation,  performance  and  enforcement  shall be governed by the laws of
that state. Any dispute among the parties hereto shall be settled by arbitration
in the Kansas City,  Missouri area, in accordance  with the rules then obtaining
of the American Arbitration Association and judgment upon the award rendered may
be entered in any court having jurisdiction  thereof.  All provisions hereof are
for the  protection and are intended to be for the benefit of the parties hereto
and  enforceable  directly by and binding  upon each  party.  Each party  hereto
agrees that the remedy at law of the other for any actual or  threatened  breach
of this Employment  Agreement would be inadequate and that the other party shall
be entitled to specific  performance  hereof or  injunctive  relief or both,  by
temporary or permanent  injunction or such other  appropriate  judicial  remedy,
writ or  orders  as may be  decided  by a court  of  competent  jurisdiction  in
addition to any damages which the complaining  party may be legally  entitled to
recover together with reasonable  expenses of litigation,  including  attorney's
fees incurred in connection therewith, as may be approved by such court.

         8.7 Certain Expenses. The Company agrees to indemnify and hold harmless
the  Executive  from and  against  any cost or  expense,  including  Executive's
reasonable  attorney's fees and expenses,  incurred in connection with any claim
made or proceeding brought by Executive to enforce the provisions of Sections 3,
4 or 5 of this  agreement.  The Executive  agrees to indemnify and hold harmless
the  Company  from  and  against  any  cost or  expense,  including  Executive's
reasonable  attorney's fees and expenses,  incurred in connection with any claim
made or proceeding brought by Executive to enforce any provision of Section 6 of
this agreement.

         8.8 Notices. All notices,  requests,  consents and other communications
hereunder  shall be in  writing  and  shall be  deemed  to have  been  made when
delivered or mailed  first-class  postage  prepaid by  registered  mail,  return
receipt requested,  or when delivered if by hand,  overnight delivery service or
confirmed facsimile transmission, to the following:

                           (1)      If to the Company, at 5000 West 95th Street,
                                    Suite 260,  Shawnee  Mission,  Kansas 66207,
                                    Attention:   Chairman  of  the  Compensation
                                    Committee,  or at such other  address as may
                                    have been  furnished to the Executive by the
                                    Company in writing; or

                           (2)      If to the Executive, at [address omitted for
                                    EDGAR document],  or such  other  address as
                                    may have been  furnished  to the  Company by
                                    the Executive in writing.

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     8.9 Binding Agreements.  This Employment  Agreement shall be binding on the
parties' successors, heirs and assigns.

         IN WITNESS  WHEREOF,  the  undersigned  have executed  this  Employment
Agreement as of the date first above written.

         THIS AGREEMENT CONTAINS A BINDING ARBITRATION PROVISION
WHICH MAY BE ENFORCED BY THE PARTIES.

                                  LAB HOLDINGS, INC.

                                  By:  s/John H. Robinson, Jr.
                                    Chairman of the Compensation Committee


                                  EXECUTIVE:


                                     s/Steven K. Fitzwater
                                  Steven K. Fitzwater


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