EXHIBIT 4.4
	

					September 4, 1998


Commerce Bank, N.A.
Commercial Loans
1000 Walnut Street
P.O. Box 419248
Kansas City, MO  64141-6249

Gentlemen and Ladies:

	LabOne, Inc. ("Subsidiary") is a subsidiary of Lab Holdings, 
Inc. ("Parent").  Parent understands that Commerce Bank, N.A. 
("Commerce") is prepared to make available for Subsidiary a 
credit facility consisting of the issuance and delivery of an 
irrevocable direct pay letter of credit of Commerce, in the 
approximate amount of $20,380,000.00, on the condition that 
Parent makes the warranties, representations and agreements set 
forth in this letter.

	In consideration of Commerce extending the credit facility 
to Subsidiary, Parent warrants, represents and agrees with 
Commerce as follows:
 
1. Parent is a corporation incorporated, and in good 
standing, under the laws of the State of Missouri, and is 
in good standing and qualified to do business in the 
state of Kansas.
 
2. Subsidiary is a corporation incorporated, and in good 
standing, under the laws of the State of Delaware, and is 
in good standing and qualified to do business in the 
state of Kansas.
 
3. Parent is the owner of approximately 81.5% of the issued 
and outstanding common stock of Subsidiary.
 
4. So long as the credit facility remains outstanding:
	        
a) Parent shall use its best efforts to cause Subsidiary 
to meet all  of its obligations to Commerce under the 
documents relating to the credit facility as they 
become due and payable, it being understood that 
Parent may (but shall not be required to) contribute 
or advance funds to Subsidiary or Commerce in order to 
enable Subsidiary to meet such obligations; and
 
b) Parent acknowledges that, except as otherwise provided 
in any of the documents relating to the credit 
facility, it shall constitute a default under the 
documents relating to the credit facility in the event 
(i) Parent shall sell, assign or otherwise transfer 
the shares of common stock of Subsidiary to any 
person, firm or corporation or (ii) Parent shall 
encumber, pledge, hypothecate or grant a security 
interest in its ownership interests in Subsidiary if 
the result of the actions described in (i) or (ii) is 
that Parent will own less than 51% of the voting stock 
of Subsidiary; except, that these provisions shall not 
apply and an event of default shall not occur under 
this letter or under the documents and agreements 
relating to the credit facility in the event Parent or 
the acquiror provides Commerce with a clean, standby 
letter of credit which effectively guaranties the 
obligations of LabOne to Commerce under the documents 
relating to the credit facility, provided that such 
clean, standby letter of credit is issued by a United 
States "National Association" depository institution 
having a Thompson's Bank Watch rating of B or better 
and a Moody's and Standard and Poor's rating of A2/A 
or better; and
 
c) Parent will provide to Commerce copies of (i) its 
quarterly financial statements (certified by the chief 
financial officer (s) of the Parent) within fifty (50) 
days after the end of each quarter, and (ii) its 
annual audited financial statement within 125 days 
after each fiscal year end.

Capitalized terms not otherwise defined herein shall have 
the meaning assigned to them in that certain Commitment Letter 
dated May 21, 1998, between Subsidiary and Commerce.
						Sincerely,

						LAB HOLDINGS, INC.
						By: /s/ Steven K. Fitzwater

						Title: Exec. VP and COO


Accepted and agreed to this 9th day of September, 1998.


						COMMERCE BANK, N.A.

						By: Pam Hill

						Title: Vice President