Exhibit 10.2

EMPLOYMENT AGREEMENT**THIS EMPLOYMENT AGREEMENT ("Agreement"), made and entered into as of the 1st day of November, 2003, by and between LabOne, Inc., a Missouri corporation ("LabOne"), and Philip A. Spencer ("Employee").
**WITNESSETH:

 WHEREAS, LabOne and its affiliates are engaged in clinical laboratory testing, substance abuse laboratory testing, insurance risk assessment and related information management services ("LabOne Business");

**WHEREAS**, in accordance with the terms and provisions of this Agreement, LabOne desires to employ Employee, and Employee desires to be employed by LabOne; and
**WHEREAS, LabOne and Employee agree that the restrictive covenants and confidentiality agreements contained in this Agreement are essential to the growth and stability of the clinical laboratory testing and related information services segment of the LabOne Business, including the LabCard® product ("Healthcare Testing"); are justified by legitimate business interests, and are material inducements to LabOne to employ Employee;**NOW, THEREFORE, in consideration of LabOne's agreement to employ Employee and the mutual promises herein contained, the parties hereto agree as follows:
**1. Employment.  LabOne hereby agrees to employ Employee, and Employee hereby agrees to accept such employment and to perform his duties and obligations hereunder, in accordance with the terms and conditions hereinafter set forth.
**2. Term.  The term of Employee's employment pursuant to this Agreement shall commence on November 8, 2003, and shall continue until terminated in accordance with the provisions of Section 12 hereof.
**3. Duties and Responsibilities.  Employee shall serve as (a) Senior Vice President, HealthCare Marketing until May 10, 2004 ("Initial Term") and (b) Executive Vice President, Healthcare Marketing commencing May 10, 2004.  In his capacity as Senior Vice President, Healthcare Marketing, during the Initial Term Employee will be responsible for ensuring a successful transition of managed care arrangements and existing physician and other accounts associated with the acquisition of the Alliance Laboratory in Cincinnati; provided, however, that Employee will not, directly or indirectly, solicit or attempt to service the medical laboratory testing business of customers of LabCorp at the time of the termination of his employment with LabCorp.  In his capacity as Executive Vice President, Healthcare Marketing, Employee will be responsible for all national healthcare marketing initiatives for LabOne.  Employee represents to LabOne that except for a continuing obligation of confidentiality to his former employer, he is not subject to any contractual, judicial or other restriction on his ability to provide services to LabOne after May 8, 2004, and that the services described above, to be performed during the periods described, do not violate or breach any restriction to which he is subject.  Employee shall report directly to the Chief Executive Officer, shall serve in such other management capacities as the President, Chief Executive Officer or Board of Directors of LabOne may from time to time prescribe, shall perform all duties and responsibilities incidental to such positions and shall cooperate fully with the Board of Directors and executive officers of LabOne.  Employee shall devote his complete loyalty to LabOne and its affiliates and all of his business time, attention and energy to the performance of the foregoing duties and responsibilities.
**4. Base Salary.  During the term of Employee's employment pursuant to this Agreement, LabOne shall pay Employee an annual base salary of $150,000.00, or such other amount, which shall not be less than said base salary, as may from time to time be determined by Lab*One,*paid bi-weekly in arrears. 

**5. Stock Option.  Subject to the approval of the Executive Compensation Committee of the Board of Directors of LabOne, Employee is granted under the LabOne 2001 Long-Term Incentive Plan ("the Plan") a non-qualified stock option for twenty-five thousand (25,000) shares of common stock of Lab*One,* at an exercise price equal to the Closing Price (as defined in Section 1.6.7 of the Plan) of the common stock on the business day immediately prior to the day the Executive Compensation Committee of LabOne approves the issuance of the stock option.  Said stock option shall be subject to the terms and conditions of, and the execution by Employee of, a Stock Option Agreement in substantially the form (without reload options and with limitations on cashless exercises) as stock option agreements previously granted to other executive officers under the Plan.**6.**Sign-on and Incentive Bonuses and Benefits.
(a) Sign-on Bonus and Initial Bonus Potential. LabOne shall pay Employee twenty-five thousand dollars ($25,000.00) on or before December 1, 2003, as a sign-on bonus. In the event that Employee voluntarily terminates his employment with LabOne within one (1) year after the commencement of his employment with LabOne, Employee agrees to reimburse LabOne for said $25,000.00.  In addition, Employee is eligible to receive a bonus for the Initial Term of his employment with LabOne based on retention of existing accounts and other revenue associated with the Cincinnati Alliance Laboratory acquisition as follows: 

   90% or greater retention of revenue   $40,000**********************