Exhibit 10.4

                                  Amendments to
                          2001 Long-Term Incentive Plan
                          -----------------------------

      1. Effective August 5, 2005, the LabOne, Inc. 2001 Long-Term Incentive
 Plan was amended as follows:

      a. Section 2.5.9 of the 2001 Long-Term Incentive Plan was amended to read
      as follows:

          In the  event  that the  Board  approves  (a) the  merger or
          consolidation of LabOne with or into another  corporation or
          other entity in which the shareholders of LabOne immediately
          prior to such  transaction  will  beneficially own no voting
          securities or voting securities  possessing less than 50% of
          the combined voting power of the then outstanding securities
          of the surviving entity in such transaction (or its parent),
          excluding  for  purposes  of  such   calculation   any  such
          shareholder  of LabOne  who  beneficially  owns prior to the
          transaction  more than ten percent (10%) of the other entity
          involved in the transaction  (or its parent),  (b) a sale of
          all or  substantially  all of the  assets of LabOne in which
          outstanding   securities   of  LabOne  are   exchanged   for
          securities,  cash or other  property of any  corporation  or
          other entity or (c) a liquidation  or  dissolution of LabOne
          (collectively, a "Corporate Transaction");  the Board may in
          its  sole   discretion   prior  to   consummation   of  such
          transaction  take any one or more of the  following  actions
          with respect to outstanding stock options granted under this
          Program:  (i)  provide  that  such  stock  options  shall be
          assumed or equivalent  stock options shall be substituted by
          the  acquiring or  succeeding  corporation  or entity (or an
          affiliate  thereof)  or (ii) upon  thirty  (30) days'  prior
          written  notice  to the  Optionee,  provide  that the  stock
          option shall be exercisable  in full and shall  terminate at
          the end of such  thirty  (30) day  period to the  extent not
          exercised by such time, at the end of which period the stock
          option  shall  terminate;  provided,  however,  that  unless
          determined  otherwise  by the  Board,  the  acceleration  of
          vesting,  exercise (if such stock option is  exercised)  and
          termination  of such stock option under clause (ii) shall be
          subject  to the  condition  that  the  respective  Corporate
          Transaction  shall be consummated  and such  acceleration of
          vesting,  exercise (if such stock option is  exercised)  and
          subsequent   termination  of  such  stock  option  shall  be
          effective  immediately  prior  to the  effectiveness  of the
          respective Corporate Transaction.

     b. Section 3.5.7 of the 2001 Long-Term Incentive Plan was amended to read
     as follows:

          Effect of Certain  Transactions on Formula  Options.  In the
          event   that  the   Board   approves   (a)  the   merger  or
          consolidation of LabOne with or into another  corporation or
          other entity in which the shareholders of LabOne






          immediately  prior to such transaction will beneficially own
          no voting  securities or voting  securities  possessing less
          than  50%  of  the   combined   voting  power  of  the  then
          outstanding  securities  of the  surviving  entity  in  such
          transaction (or its parent),  excluding for purposes of such
          calculation any such  shareholder of LabOne who beneficially
          owns prior to the transaction more than ten percent (10%) of
          the  other  entity  involved  in  the  transaction  (or  its
          parent),  (b) a  sale  of all  or  substantially  all of the
          assets of LabOne in which  outstanding  securities of LabOne
          are exchanged for securities,  cash or other property of any
          corporation   or  other  entity  or  (c)  a  liquidation  or
          dissolution   of   LabOne   (collectively,    a   "Corporate
          Transaction"); the Board may in its sole discretion prior to
          consummation of such transaction take any one or more of the
          following  actions  with  respect  to  outstanding   Formula
          Options:  (i)  provide  that such  Formula  Option  shall be
          assumed or an equivalent  stock option shall be  substituted
          by the acquiring or succeeding  corporation or entity (or an
          affiliate  thereof)  or (ii) upon  thirty  (30) days'  prior
          written  notice to an Eligible  Director,  provide  that the
          Formula  Option  shall  be  exercisable  in full  and  shall
          terminate  at the end of such  thirty (30) day period to the
          extent  not  exercised  by such  time,  at the end of  which
          period  the  Formula  Option  shall   terminate;   provided,
          however,  that unless determined otherwise by the Board, the
          acceleration of vesting, exercise (if such Formula Option is
          exercised)  and  termination  of such  Formula  Option under
          clause  (ii)  shall be  subject  to the  condition  that the
          respective  Corporate  Transaction  shall be consummated and
          such  acceleration  of vesting,  exercise  (if such  Formula
          Option is  exercised)  and  subsequent  termination  of such
          Formula Option shall be effective  immediately  prior to the
          effectiveness of the respective Corporate Transaction.