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                                  EXHIBIT 10.31

                           CHANGE IN CONTROL AGREEMENT

May 11, 2000


Name
Address
Address


Dear             :

You are presently the Chief Technology Officer of Vital Images, Inc., a
Minnesota corporation (the "Company"). The Company considers the establishment
and maintenance of a sound and vital management to be essential to protecting
and enhancing the best interests of the Company and its shareholders. In this
connection, the Company recognizes that, as is the case with many publicly held
corporations, the possibility of a Change in Control may arise and that such
possibility and the uncertainty and questions which it may raise among
management may result in the departure or distraction of management personnel to
the detriment of the Company and its shareholders.

Accordingly, the Board has determined that appropriate steps should be taken to
minimize the risk that Company management will depart prior to a Change in
Control, thereby leaving the Company without adequate management personnel
during such a critical period, and that appropriate steps also be taken to
reinforce and encourage the continued attention and dedication of members of the
Company's management to their assigned duties without distraction in
circumstances arising from the possibility of a Change in Control. In
particular, the Board believes it important, should the Company or its
shareholders receive a proposal for transfer of control, that you be able to
continue your management responsibilities without being influenced by the
uncertainties of your own personal situation.

The Board recognizes that continuance of your position with the Company involves
a substantial commitment to the Company in terms of your personal life and
professional career and the possibility of foregoing present and future career
opportunities, for which the Company receives substantial benefits. Therefore,
to induce you to remain in the employ of the Company, this Agreement, which has
been approved by the Board, sets forth the benefits which the Company agrees
will be provided to you in the event your employment with the Company is
terminated in connection with a Change in Control under the circumstances
described below.

The following terms will have the meaning set forth below unless the context
clearly requires otherwise. Terms defined elsewhere in this Agreement will have
the same meaning throughout this Agreement.

                                   ARTICLE I.
                                   DEFINITIONS

1.       "AFFILIATE" means (i) any corporation at least a majority of whose
         outstanding securities ordinarily having the right to vote at elections
         of directors is owned directly or indirectly by the Company or (ii) any
         other form of business entity in which the Company, by virtue of a
         direct or indirect ownership interest, has the right to elect a
         majority of the members of such entity's governing body.


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Mr. Argiro
Monday, October 9, 2000
Page


2.       "AGREEMENT" means this letter agreement as amended, extended or renewed
         from time to time in accordance with its terms.

3.       "BOARD" means the board of directors of the Company duly qualified and
         acting at the time in question. On and after the date of a Change in
         Control, any duty of the Board in connection with this Agreement is
         nondelegable and any attempt by the Board to delegate any such duty is
         ineffective.

4.       "CAUSE" means:

         a.       your gross misconduct;

         b.       your willful and continued failure to perform substantially
                  your duties with the Company (other than any such failure (1)
                  resulting from your Disability or incapacity due to bodily
                  injury or physical or mental illness or (2) relating to
                  changes in your duties after a Change in Control which
                  constitute Good Reason) after a demand for substantial
                  performance is delivered to you by the chair of the Board
                  which specifically identifies the manner in which you have not
                  substantially performed your duties and provides for a
                  reasonable period of time within which you may take corrective
                  actions; or

         c.       your conviction (including a plea of nolo contendere) of
                  willfully engaging in illegal conduct constituting a felony or
                  gross misdemeanor under federal or state law which is
                  materially and demonstrably injurious to the Company or which
                  impairs your ability to perform substantially your duties for
                  the Company.

         An act or failure to act will be considered "gross" or "willful" for
         this purpose only if done, or omitted to be done, by you in bad faith
         and without reasonable belief that it was in, or not opposed to, the
         best interests of the Company. Any act, or failure to act, based upon
         authority given pursuant to a resolution duly adopted by the Company's
         board of directors (or a committee thereof) or based upon the advice of
         counsel for the Company will be conclusively presumed to be done, or
         omitted to be done, by you in good faith and in the best interests of
         the Company. It is also expressly understood that your attention to
         matters not directly related to the business of the Company will not
         provide a basis for termination for Cause so long as the Board did not
         expressly disapprove in writing of your engagement in such activities
         either before or within a reasonable period of time after the Board
         knew or could reasonably have known that you engaged in those
         activities. Notwithstanding the foregoing, you may not be terminated
         for Cause unless and until there has been delivered to you a copy of a
         resolution duly adopted by the affirmative vote of not less than a
         majority of the entire membership of the Board at a meeting of the
         Board called and held for the purpose (after reasonable notice to you
         and an opportunity for you, together with your counsel, to be heard
         before the Board), finding that in the good faith opinion of the Board
         you were guilty of the conduct set forth above in clauses a., b. or c.
         of this definition and specifying the particulars thereof in detail.

5.       "CHANGE IN CONTROL" means any of the following:

         a.       the sale, lease, exchange or other transfer, directly or
                  indirectly, of all or substantially all of the assets of the
                  Company in one transaction or in a series of related
                  transactions, to any Person;
<PAGE>
         b.       except in the case of the liquidation or dissolution of the
                  Company in connection with the bankruptcy or insolvency of the
                  Company or similar arrangement for the benefit of the
                  Company's creditors, the approval by the shareholders of the
                  Company of any plan or proposal for the liquidation or
                  dissolution of the Company, as the case may be;

         c.       any Person is or becomes the "beneficial owner" (as defined in
                  Rule 13d-3 under the Exchange Act), directly or indirectly, of
                  (1) 20 percent or more, but not more than 50 percent, of the
                  combined voting power of the outstanding securities of the
                  Company ordinarily having the right to vote at elections of
                  directors, unless the transaction resulting in such ownership
                  has been approved in advance by the "continuing directors" or
                  (2) more than 50 percent of the combined voting power of the
                  outstanding securities of the Company ordinarily having the
                  right to vote at elections of directors (regardless of any
                  approval by the continuing directors);

         d.       a merger or consolidation to which the Company is a party if
                  the shareholders of the Company immediately prior to the
                  effective date of such merger or consolidation have, solely on
                  account of ownership of securities of the Company at such
                  time, "beneficial ownership" (as defined in Rule 13d-3 under
                  the Exchange Act) immediately following the effective date of
                  such merger or consolidation of securities of the surviving
                  company representing (1) 50 percent or more, but not more than
                  80 percent, of the combined voting power of the surviving
                  corporation's then outstanding securities ordinarily having
                  the right to vote at elections of directors, unless such
                  merger or consolidation has been approved in advance by the
                  continuing directors, or (2) less than 50 percent of the
                  combined voting power of the surviving corporation's then
                  outstanding securities ordinarily having the right to vote at
                  elections of directors (regardless of any approval by the
                  continuing directors);

         e.       the continuing directors cease for any reason to constitute at
                  least a majority of the Board; or

         f.       a change in control of a nature that is determined by outside
                  legal counsel to the Company, in a written opinion
                  specifically referencing this provision of the Agreement, to
                  be required to be reported (assuming such event has not been
                  "previously reported") pursuant to section 13 or 15(d) of the
                  Exchange Act, whether or not the Company is then subject to
                  such reporting requirement, as of the effective date of such
                  change in control.

         For purposes of this Section 1(e), a "continuing director" means any
         individual who is a member of the Board on May 11, 2000, while he or
         she is a member of the Board, and any individual who subsequently
         becomes a member of the Board whose election or nomination for election
         by the Company's shareholders was approved by a vote of at least a
         majority of the directors who are continuing directors (either by a
         specific vote or by approval of the proxy statement of the Company in
         which such individual is named as a nominee for director without
         objection to such nomination).

6.       "CODE" means the Internal Revenue Code of 1986, as amended. Any
         reference to a specific provision of the Code includes a reference to
         such provision as it may be amended from time to time and to any
         successor provision.

7.       "COMPANY" means Vital Images, Inc. and/or any Affiliate.
<PAGE>

8.       "CONFIDENTIAL INFORMATION" means information which is proprietary to
         the Company or proprietary to others and entrusted to the Company,
         whether or not trade secrets. It includes information relating to
         business plans and to business as conducted or anticipated to be
         conducted, and to past or current or anticipated products or services.
         It also includes, without limitation, information concerning research,
         development, purchasing, accounting, marketing and selling. All
         information which you have a reasonable basis to consider confidential
         is Confidential Information, whether or not originated by you and
         without regard to the manner in which you obtain access to that and any
         other proprietary information.

9.       "DATE OF TERMINATION" following a Change in Control (or prior to a
         Change in Control if your termination was either a condition of the
         Change in Control or was at the request or insistence of any Person
         related to the Change in Control) means:

         a.       if your employment is to be terminated for Disability, 30 days
                  after Notice of Termination is given (provided that you have
                  not returned to the performance of your duties on a full-time
                  basis during such 30-day period);

         b.       if your employment is to be terminated by the Company for
                  Cause or by you for Good Reason, the date specified in the
                  Notice of Termination, which date may not be less than 30 days
                  or more than 60 days after the date on which the Notice of
                  Termination is given unless you and the Company otherwise
                  expressly agree;

         c.       if your employment is to be terminated by the Company for any
                  reason other than Cause, Disability, death or Retirement, the
                  date specified in the Notice of Termination, which in no event
                  may be a date earlier than 90 days after the date on which a
                  Notice of Termination is given, unless an earlier date has
                  been expressly agreed to by you in writing either in advance
                  of, or after; receiving such Notice of Termination; or

         d.       if your employment is terminated by reason of death or
                  Retirement, the date of death or Retirement, respectively.

         In the case of termination by the Company of your employment for Cause,
         if you have not previously expressly agreed in writing to the
         termination, then within 30 days after receipt by you of the Notice of
         Termination with respect thereto, you may notify the Company that a
         dispute exists concerning the termination, in which event the Date of
         Termination will be the date set either by mutual written agreement of
         the parties or by the judge or arbitrators in a proceeding as provided
         in Article VII Section 6 of this Agreement. During the pendency of any
         such dispute, you will continue to make yourself available to provide
         services to the Company and the Company will continue to pay you your
         full compensation and benefits in effect immediately prior to the date
         on which the Notice of Termination is given (without regard to any
         changes to such compensation or benefits which constitute Good Reason)
         and until the dispute is resolved in accordance with Article VII
         Section 6 of this Agreement. You will be entitled to retain the full
         amount of any such compensation and benefits without regard to the
         resolution of the dispute unless the judge or arbitrators decide(s)
         that your claim of a dispute was frivolous or advanced by you in bad
         faith.

10.      "DISABILITY" means a disability as defined in the Company's long-term
         disability plan as in effect immediately prior to the Change in Control
         or; in the absence of such a plan, means permanent and total disability
         as defined in section 22(e)(3) of the Code.
<PAGE>

11.      "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended.
         Any reference to a specific provision of the Exchange Act or to any
         rule or regulation thereunder includes a reference to such provision as
         it may be amended from time to time and to any successor provision.

12.      "GOOD REASON" means:

         a.       change in your status, position(s), duties or responsibilities
                  as an executive of the Company as in effect immediately prior
                  to the Change in Control which, in your reasonable judgment,
                  is an adverse change (other than, if applicable, any such
                  change directly attributable to the fact that the Company is
                  no longer publicly owned) except in connection with the
                  termination of your employment for Cause, Disability or
                  Retirement or as a result of your death or by you other than
                  for Good Reason;

         b.       a reduction by the Company in your base salary (or an adverse
                  change in the form or timing of the payment thereof) as in
                  effect immediately prior to the Change in Control or as
                  thereafter increased;

         c.       the failure by the Company to continue in effect any Plan in
                  which you (and/or your family) are eligible to participate at
                  any time during the 90-day period immediately preceding the
                  Change in Control (or Plans providing you (and/or your family)
                  with at least substantially similar benefits) other than as a
                  result of the normal expiration of any such Plan in accordance
                  with its terms as in effect immediately prior to the 90-day
                  period immediately preceding the time of the Change in
                  Control, or the taking of any action, or the failure to act,
                  by the Company which would adversely affect your (and/or your
                  family's) continued eligibility to participate in any of such
                  Plans on at least as favorable a basis to you (and/or your
                  family) as is the case on the date of the Change in Control or
                  which would materially reduce your (and/or your family's)
                  benefits in the future under any of such Plans or deprive you
                  (and/or your family) of any material benefit enjoyed by you
                  (and/or your family) at the time of the Change in Control;

         d.       the Company's requiring you to be based more than 30 miles
                  from where your office is located immediately prior to the
                  Change in Control, except for required travel on the Company's
                  business, and then only to the extent substantially consistent
                  with the business travel obligations which you undertook on
                  behalf of the Company during the 90-day period immediately
                  preceding the Change in Control (without regard to travel
                  related to or in anticipation of the Change in Control);

         e.       the failure by the Company to obtain from any Successor the
                  assent to this Agreement contemplated by Article VI of this
                  Agreement;

         f.       any purported termination by the Company of your employment
                  which is not properly effected pursuant to a Notice of
                  Termination and pursuant to any other requirements of this
                  Agreement, and for purposes of this Agreement, no such
                  purported termination will be effective;

         g.       any refusal by the Company to continue to allow you to attend
                  to matters or engage in activities not directly related to the
                  business of the Company which, at any time prior to the Change
                  in Control, you were not expressly prohibited in writing by
                  the Board from attending to or engaging in; or
<PAGE>

         h.       the termination of your employment by the Company for any
                  reason other than death, Disability or Retirement during the
                  twelve (12) months following the month in which a Change in
                  Control occurs.

13.      "NOTICE OF TERMINATION" means a written notice given on or after the
         date of a Change in Control (unless your termination before the date of
         the Change in Control was either a condition of the Change in Control
         or was at the request or insistence of any Person related to the Change
         in Control) which indicates the specific termination provision in this
         Agreement pursuant to which the notice is given. Any purported
         termination by the Company or by you for Good Reason on or after the
         date of a Change in Control (or before the date of a Change in Control
         if your termination was either a condition of the Change in Control or
         was at the request or insistence of any Person related to the Change in
         Control) must be communicated by written Notice of Termination to be
         effective; provided, that your failure to provide Notice of Termination
         will not limit any of your rights under this Agreement except to the
         extent the Company demonstrates that it suffered material actual
         damages by reason of such failure.

14.      "PERSON" means any individual, corporation, partnership, group,
         association or other "person," as such term is used in section 14(d) of
         the Exchange Act, other than the Company, any Affiliate or any employee
         benefit plan(s) sponsored by the Company or an Affiliate.

15.      "PLAN" means any compensation plan, program, policy or agreement (such
         as a stock option, restricted stock plan or other equity-based plan),
         any bonus or incentive compensation plan, program, policy or agreement,
         any employee benefit plan, program, policy or agreement (such as a
         thrift, pension, profit sharing, medical, dental, disability, accident,
         life insurance, relocation, salary continuation, expense
         reimbursements, vacation or fringe benefits plan or policy) or any
         other plan, program, policy or agreement of the Company intended to
         benefit employees (and/or their families) generally, management
         employees (and/or their families) as a group or you (and/or your
         family) in particular.

16.      "RETIREMENT" means termination of employment on or after the day on
         which you attain the age of 65.

17.      "SUCCESSOR" means any Person that succeeds to, or has the practical
         ability to control (either immediately or solely with the passage of
         time), the Company's business directly, by merger, consolidation or
         other form of business combination, or indirectly, by purchase of the
         Company's outstanding securities ordinarily having the right to vote at
         the election of directors or, all or substantially all of its assets or
         otherwise.
<PAGE>

                                  ARTICLE II.
                                TERM OF AGREEMENT

         This Agreement is effective immediately and will continue in effect
until May 11, 2001; provided, however; that commencing on May 11, 2001 and each
May 11 thereafter, the term of this Agreement will automatically be extended for
12 additional months beyond the expiration date otherwise then in effect, unless
at least 90 calendar days prior to any such May 11, the Company or you has given
notice that this Agreement will not be extended; and, provided, further; that if
a Change in Control has occurred during the term of this Agreement, this
Agreement will continue in effect beyond the termination date then in effect for
a period of 12 months following the month during which the Change in Control
occurs or, if later, until the date on which the Company's obligations to you
arising under or in connection with this Agreement have been satisfied in full.

                                  ARTICLE III.
                           CHANGE IN CONTROL BENEFITS

1.       BENEFITS UPON A CHANGE IN CONTROL TERMINATION. You will become entitled
         to the payments and benefits described in clauses (a) and (b) of this
         Section 1 of Article III, subject to the limitations described in
         clause (c) of this Section 1 of Article III, and to the benefit of the
         provisions described in clause (c), if and only if (i) your employment
         with the Company is terminated by the Company for any reason other than
         death, Cause, Disability or Retirement, or if you terminate your
         employment with the Company for Good Reason; and (ii) the termination
         occurs either within the period beginning on the date of a Change in
         Control and ending on the last day of the twelfth month that begins
         after the month during which the Change in Control occurs or prior to a
         Change in Control if your termination was either a condition of the
         Change in Control or was at the request or insistence of a Person
         related to the Change in Control.

         a.       CASH PAYMENT. Within ten (10) business days following the Date
                  of Termination or, if later, within ten (10) business days
                  following the date of the Change in Control, the Company will
                  make a lump-sum cash payment to you in an amount equal to the
                  product of (i) your annual base salary in effect on the date
                  of the Change in Control multiplied by (ii) 2.

         b.       WELFARE PLANS. The Company will maintain in full force and
                  effect, for the continued benefit of you and your dependents
                  for a period terminating 24 months after the Date of
                  Termination, all insured and self-insured employee welfare
                  benefit Plans (including, without limitation, medical, life,
                  dental, vision and disability plans) in which you were
                  eligible to participate at any time during the 90-day period
                  immediately preceding the Change in Control, provided that
                  your continued participation is possible under the general
                  terms and provisions of such Plans and any applicable funding
                  media and without regard to any discretionary amendments to
                  such Plans by the Company following the Change in Control (or
                  prior to the Change in Control if amended as a condition or at
                  the request or insistence of a Person (other than the Company)
                  related to the Change in Control) and provided that you
                  continue to pay an amount equal to your regular contribution
                  under such Plans for such participation (based upon your level
                  of benefits and employment status most favorable to you at any
                  time during the 90-day period immediately preceding the Change
                  in Control). The continuation period under federal and state
                  continuation laws, to the extent applicable, will begin to run
                  from the date on which coverage pursuant to this clause (b)
<PAGE>

                  ends. If, at the end of the 24-month period, you have not
                  previously received or are not then receiving equivalent
                  benefits from a new employer (including coverage for any
                  pre-existing conditions), the Company, pursuant to federal and
                  state law, will provide, for a period of eighteen (18) months
                  (the "COBRA Period"), a continuation of your and your
                  dependents' coverage under such Plans (the "COBRA Coverage"),
                  provided that you will be required to pay for such benefits
                  during the COBRA Period, should you elect to receive COBRA
                  Coverage. .

         c.       LIMITATION ON PAYMENTS AND BENEFITS. Notwithstanding anything
                  in this Agreement to the contrary, if any of the payments or
                  benefits to be made or provided in connection with this
                  Agreement, together with any other payments, benefits or
                  awards which you have the right to receive from the Company,
                  or any corporation which is a member of an "affiliated group"
                  (as defined in section 1504(a) of the Code without regard to
                  section 1504(b) of the Code) of which the Company is a member
                  ("Affiliate"), constitute an "excess parachute payment" (as
                  defined in section 280G(b) of the Code), two calculations will
                  be performed. In the first calculation, the payments, benefits
                  or awards will be reduced by the amount the Company deems
                  necessary so that none of the payments or benefits under the
                  Agreement (including from the existing Stock Option and
                  Incentive Plan) are excess parachute payments. In the second
                  calculation, the payments will not be reduced so as to
                  eliminate an excess parachute payment, but will be reduced by
                  the amount of the applicable excise tax as imposed by section
                  4999 of the Code. The two calculations will be compared and
                  the calculation providing the largest net payment to the
                  employee will be utilized. The calculations must be made in
                  good faith by legal counsel or a certified public accountant
                  selected by the Company, and such determination will be
                  conclusive and binding upon you and the Company. If a
                  reduction in payments or benefits is required by the
                  comparison above, the payments or benefits under the Agreement
                  shall be reduced in the order that minimizes the amount of
                  total reduction in payments and benefits under the Agreement
                  as a result of this provision.

2.       DISPOSITION. If, on or after the date of a Change in Control, an
         Affiliate is sold, merged, transferred or in any other manner or for
         any other reason ceases to be an Affiliate or all or any portion of the
         business or assets of an Affiliate are sold, transferred or otherwise
         disposed of and the acquiror is not the Company or an Affiliate (a
         "Disposition"), and you remain or become employed by the acquiror or an
         affiliate of the acquiror (as defined in this Agreement but
         substituting "acquiror" for "Company") in connection with the
         Disposition, you will be deemed to have terminated employment on the
         effective date of the Disposition for purposes of this section unless
         (a) the acquiror and its affiliates jointly and severally expressly
         assume and agree, in a manner that is enforceable by you, to perform
         the obligations of this Agreement to the same extent that the Company
         would be required to perform if the Disposition had not occurred and
         (b) the Successor guarantees, in a manner that is enforceable by you,
         payment and performance by the acquiror.


                                   ARTICLE IV.
                                 INDEMNIFICATION

Following a Change in Control, the Company will indemnify and reimburse you to
the full extent permitted by law and the Company's articles of incorporation and
bylaws for damages, costs and expenses (including,

<PAGE>

without limitation, judgments, fines, penalties, settlements and reasonable fees
and expenses of your counsel) incurred in connection with all matters, events
and transactions relating to your service to or status with the Company or any
other corporation, employee benefit plan or other entity with whom you served at
the request of the Company.

                                   ARTICLE V.
                                 CONFIDENTIALITY

You will not use, other than in connection with your employment with the
Company, or disclose any Confidential Information to any person not employed by
the Company or not authorized by the Company to receive such Confidential
Information, without the prior written consent of the Company; and you will use
reasonable and prudent care to safeguard and protect and prevent the
unauthorized disclosure of Confidential Information. Nothing in this Agreement
will prevent you from using, disclosing or authorizing the disclosure of any
Confidential Information: (a) which is or hereafter becomes part of the public
domain or otherwise becomes generally available to the public through no fault
of yours; (b) to the extent and upon the terms and conditions that the Company
may have previously made the Confidential Information available to certain
persons; or (c) to the extent that you are required to disclose such
Confidential Information by law or judicial or administrative process.

                                  ARTICLE VI.
                                   SUCCESSORS

The Company will seek to have any Successor, by agreement in form and substance
satisfactory to you, assent to the fulfillment by the Company of the Company's
obligations under this Agreement. Failure of the Company to obtain such assent
at least three business days prior to the time a Person becomes a Successor (or
where the Company does not have at least three business days' advance notice
that a Person may become a Successor, within one business day after having
notice that such Person may become or has become a Successor) will constitute
Good Reason for termination by you of your employment. The date on which any
such succession becomes effective will be deemed the Date of Termination and
Notice of Termination will be deemed to have been given on that date. A
Successor has no rights, authority or power with respect to this Agreement prior
to a Change in Control.

                                  ARTICLE VII.
                                OTHER PROVISIONS

1.       BINDING AGREEMENT. This Agreement inures to the benefit of, and is
         enforceable by, you, your personal and legal representatives,
         executors, administrators, successors, heirs, distributees, devisees
         and legatees. If you die while any amount would still be payable to you
         under this Agreement if you had continued to live, all such amounts,
         unless otherwise provided in this Agreement, will be paid in accordance
         with the terms of this Agreement to your devisee, legatee or other
         designee or; if there be no such designee, to your estate.

2.       NO MITIGATION. You will not be required to mitigate the amount of any
         payments or benefits the Company becomes obligated to make or provide
         to you in connection with this Agreement by seeking other employment or
         otherwise. The payments or benefits to be made or provided to you in
         connection with this Agreement may not be reduced, offset or subject to
         recovery by the Company by any payments or benefits you may receive
         from other employment or otherwise.
<PAGE>

3.       NO SETOFF. The Company has no right to delay or setoff payments or
         benefits owed to you under this Agreement against amounts owed or
         claimed to be owed by you to the Company under this Agreement or
         otherwise.

4.       TAXES. All payments and benefits to be made or provided to you in
         connection with this Agreement will be subject to required withholding
         of federal, state and local income, excise and employment-related
         taxes.

5.       NOTICES. For the purposes of this Agreement, notices and all other
         communications provided for in, or required under, this Agreement must
         be in writing and will be deemed to have been duly given when
         personally delivered or when mailed by United States registered or
         certified mail, return receipt requested, postage prepaid and addressed
         to each party's respective address set forth on the first page of this
         Agreement (provided that all notices to the Company must be directed to
         the attention of the chair of the Board), or to such other address as
         either party may have furnished to the other in writing in accordance
         with these provisions, except that notice of change of address will be
         effective only upon receipt.

6.       DISPUTES. If you so elect, any dispute, controversy or claim arising
         under or in connection with this Agreement will be settled exclusively
         by binding arbitration administered by the American Arbitration
         Association in Minneapolis, Minnesota in accordance with the Commercial
         Arbitration Rules of the American Arbitration Association then in
         effect. Judgment may be entered on the arbitrator's award in any court
         having jurisdiction; provided, that you may seek specific performance
         of your right to receive payment or benefits until the Date of
         Termination during the pendency of any dispute or controversy arising
         under or in connection with this Agreement. The Company will be
         entitled to seek an injunction or restraining order in a court of
         competent jurisdiction (within or without the State of Minnesota) to
         enforce the provisions of Article V of this Agreement.

7.       JURISDICTION. Except as specifically provided otherwise in this
         Agreement, the parties agree that any action or proceeding arising
         under or in connection with this Agreement must be brought in a court
         of competent jurisdiction in the State of Minnesota, and hereby consent
         to the exclusive jurisdiction of said courts for this purpose and agree
         not to assert that such courts are an inconvenient forum

8.       RELATED AGREEMENTS. To the extent that any provision of any other Plan
         or agreement between the Company and you limits, qualifies or is
         inconsistent with any provision of this Agreement, then for purposes of
         this Agreement, while such other Plan or agreement remains in force,
         the provision of this Agreement will control and such provision of such
         other Plan or agreement will be deemed to have been superseded, and to
         be of no force or effect, as if such other agreement had been formally
         amended to the extent necessary to accomplish such purpose. Nothing in
         this Agreement prevents or limits your continuing or future
         participation in any Plan provided by the Company and for which you may
         qualify, and nothing in this Agreement limits or otherwise affects the
         rights you may have under any Plans or other agreements with the
         Company. Amounts which are vested benefits or which you are otherwise
         entitled to receive under any Plan or other agreement with the Company
         at or subsequent to the Date of Termination will be payable in
         accordance with such Plan or other agreement.

9.       NO EMPLOYMENT OR SERVICE CONTRACT. Nothing in this Agreement is
         intended to provide you with any right to continue in the employ of the
         Company for any period of specific duration or interfere with or
         otherwise restrict in any way your rights or the rights of the Company,
         which rights are

<PAGE>

         hereby expressly reserved by each, to terminate your employment at any
         time for any reason or no reason whatsoever, with or without cause.

10.      FUNDING AND PAYMENT. Benefits payable under this Agreement will be paid
         only from the general assets of the Company. No person has any right to
         or interest in any specific assets of the Company by reason of this
         Agreement. To the extent benefits under this Agreement are not paid
         when due to any individual, he or she is a general unsecured creditor
         of the Company with respect to any amounts due. The Company with whom
         you were employed immediately before your Date of Termination has
         primary responsibility for benefits to which you or any other person
         are entitled pursuant to this Agreement but to the extent such Company
         is unable or unwilling to provide such benefits, the Company and each
         other Affiliate are jointly and severally responsible therefor to the
         extent permitted by applicable law. If you were simultaneously employed
         by more than one Company immediately before your Date of Termination,
         each such Company has primary responsibility for a portion of the
         benefits to which you or any other person are entitled pursuant to this
         Agreement that bears the same ratio to the total benefits to which you
         or such other person are entitled pursuant to this Agreement as your
         base pay from the Company immediately before your Date of Termination
         bears to your aggregate base pay from all such Companies.

11.      SURVIVAL. The respective obligations of, and benefits afforded to, the
         Company and you which by their express terms or clear intent survive
         termination of your employment with the Company or termination of this
         Agreement, as the case may be, including without limitation the
         provisions of Articles III, IV, V and VI and Sections 3, 4, 5 and 6 of
         Article VII of this Agreement, will survive termination of your
         employment with the Company or termination of this Agreement, as the
         case may be, and will remain in full force and effect according to
         their terms.

                                 ARTICLE VIII.
                                  MISCELLANEOUS

1.       MODIFICATION AND WAIVER. No provision of this Agreement may be
         modified, waived or discharged unless such modification, waiver or
         discharge is agreed to in a writing signed by you and the chair of the
         Board. No waiver by any party to this Agreement at any time of any
         breach by another party to this Agreement of, or of compliance with,
         any condition or provision of this Agreement to be performed by such
         party will be deemed a waiver of similar or dissimilar provisions or
         conditions at the same or at any prior or subsequent time.

2.       ENTIRE AGREEMENT. No agreements or representations, oral or otherwise,
         express or implied, with respect to the subject matter to this
         Agreement have been made by any party which are not expressly set forth
         in this Agreement.

3.       GOVERNING LAW. This Agreement and the legal relations among the parties
         as to all matters, including, without limitation, matters of validity,
         interpretation, construction, performance and remedies, will be
         governed by and construed exclusively in accordance with the internal
         laws of the State of Minnesota (without regard to the conflict of laws
         principles of any jurisdiction).

4.       HEADINGS. Headings are for purposes of convenience only and do not
         constitute a part of this Agreement.
<PAGE>

5.       FURTHER ACTS. The parties to this Agreement agree to perform, or cause
         to be performed, such further acts and deeds and to execute and deliver
         or cause to be executed and delivered, such additional or supplemental
         documents or instruments as may be reasonably required by the other
         party to carry into effect the intent and purpose of this Agreement.

6.       SEVERABILITY. The invalidity or unenforceability of all or any part of
         any provision of this Agreement will not affect the validity or
         enforceability of the remainder of such provision or of any other
         provision of this Agreement, which will remain in full force and
         effect.

7.       COUNTERPARTS. This Agreement may be executed in several counterparts,
         each of which will be deemed to be an original, but all of which
         together will constitute one and the same instrument.

If this letter correctly sets forth our agreement on the subject matter
discussed above, kindly sign and return to the Company the enclosed copy of this
letter which will then constitute our agreement on this subject.

Sincerely,
                                       VITAL IMAGES, INC.



                                       By:
                                          --------------------------------

                                       Name:
                                            ------------------------------

                                       Title:
                                             -----------------------------



                                       Agreed to this 11th day of May 2000.




                                       -----------------------------------
                                       Employee