Exhibit 10.4

Realco, Inc.

                                  1 April, 2002


Mr. James A. Coryea II
17215 6th Avenue North
Plymouth, MN 55447

Re:      TERMS OF EMPLOYMENT

Dear Jim:

I am pleased and excited to inform you that Realco Inc. (the "Company") has
decided to extend to you this fifteen (15) month offer of employment with the
understanding that you will continue to initially spend one-half of your time
devoted to your duties at Urometrics, Inc. This letter sets forth the terms of
the offer which, if you accept, will govern your employment.

You will be employed as Chief Financial Officer and will report to me as
President and Chief Executive Officer. Your first day of employment will be on
April 15, 2002. Your responsibilities will be as directed by the Company from
time to time but will include principally serving as chief accounting and
financial officer of the Company and its wholly-owned subsidiaries with a
smaller portion of your time to be allocated to supporting corporate development
and other organizational needs.

Your compensation will be a base salary at the annualized rate of $120,000 per
year assuming a 45 work week, paid in accordance with the Company's payroll
practices and subject to applicable withholdings, plus a discretionary
performance bonus and percentage based incentive compensation as follows:

     o    Percentage Incentive Compensation - percentage of all gross fees
          received by the Company or its subsidiaries on each deal in which you
          are actively engaged, such amount which will be determined by me on a
          case-by-case basis and may range from 2.5% to 10% of such gross fees,
          depending on various factors, including but not limited to, the amount
          of time and effort contributed, source of deal, and other relevant
          parameters to be paid in accordance with Company compensation
          practices; and

     o    Discretionary Performance Bonus - a discretionary performance bonus
          payable after the end of each fiscal year of the Company depending
          upon both the Company's overall success and your individual
          achievement of goals and objectives.

The Company will also provide you with a suitable laptop computer, palm pilot
and other resources as appropriate. The Company will reimburse you for such
other business expenses as we may mutually agree from time to time.


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In addition to the above compensation, the Company will provide you with three
(3) weeks of paid vacation and one (1) week of personal or sick leave;
participation in the health and retirement benefit plans generally offered by
the Company to its employees, including health and disability insurance, 401(k)
and other benefits, which plans may be amended or terminated from time to time;
and, on your initial date of employment and every subsequent twelve (12) month
period thereafter, an option pursuant to and consistent with the stock option
plan then in effect at the Company to purchase 25,000 shares of common stock in
the Company at a per share price and vesting pursuant to the terms and
consistent with the requirements of the Company's stock option plan requirements
then in effect.

Our employment relationship will be terminable at will, which means that either
you or the Company may terminate your employment at any time and for any reason
or for no reason; provided, however, that if your employment is terminated by
the Company without cause (where "cause" is defined as gross misconduct on your
part which is injurious to the Company or the failure or inability of you to
perform the duties connected with your employment and any fraud, theft or
embezzlement by you of the Company's assets, or any other unlawful or criminal
act) in connection with an event other than a Change of Control (as such term is
defined below) prior to end of the term of your employment, the Company agrees
to pay you as severance, and as your sole and exclusive remedy, four (4) months
of annualized base salary after such termination - such payments to be made in
accordance with customary Company payroll practices and subject to applicable
withholdings. If your employment is terminated as a result of a "Change of
Control" (where "Change of Control" is deemed to have taken place if, as a
result of a tender offer, exchange offer, merger, consolidation, sale of assets
or contested election of any combination thereof, the persons who were directors
of the Company immediately before such change of control shall cease to
constitute a majority of the Board of Directors of the Company or of any parent
or successor to the Company), then the Company agrees to pay you as severance,
and as your sole and exclusive remedy, twelve (12) months of annualized base
salary after such termination - such payments to be made in accordance with
customary Company payroll practices and subject to applicable withholdings. Both
the Company and you acknowledge and agree that your terms of employment will
automatically renew at the end of this term unless either party provides ninety
(90) days prior written notice of its or his intention not to renew or if the
parties otherwise agree to amend in writing by mutual agreement the terms of
employment at least ninety (90) days prior to the end of the term.

In order to minimize the potentially high costs incurred by all parties involved
in employment disputes, any controversy arising out of or relating to your
employment with the Company or the cessation of your employment with the
Company, including without limitation, any claim by you against the Company


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or any of its affiliates, directors, officers or employees under federal, state
or local statutory or common law, and any dispute over the scope of this
paragraph, shall be resolved solely by binding arbitration in Minneapolis,
Minnesota. The arbitration will be conducted in accordance with the presently
prevailing commercial dispute resolution rules of the American Arbitration
Association (the "AAA") subject to the provisions of this letter. You and the
Company agree to keep confidential from third parties (other than the arbitrator
and the AAA) the existence of any dispute, unless otherwise required by law. A
judgment on the arbitrator's decision shall be final and may be entered in any
court having jurisdiction. The arbitration procedure shall be in lieu of any and
all actions in law or equity.

In the event a dispute does arise, this letter, including the validity
interpretation, construction and performance of, and arbitration required by,
this letter, shall be governed by and construed in accordance with the
substantive laws of the State of Minnesota.

You hereby represent to the Company that you are under no obligation or
agreement that would prevent you from becoming an employee of the Company or
adversely impact your ability to perform the expected services.

Upon your acceptance, this letter will contain the entire agreement and
understanding between you and the Company and supersedes any prior or
contemporaneous agreements, understandings, communications, offers,
representations, warranties, or commitments by or on behalf of the Company (oral
or written). The terms of your employment may in the future be amended, but only
by a writing, which is signed by both you and, on behalf of the Company, by a
duly authorized officer.

If these terms are agreeable to you, please sign and date this letter in the
appropriate space and return it to me prior to April 8, 2002. I sincerely hope
you accept this offer and look forward to your coming on board.

Sincerely,

REALCO INC.

/s/ Edward S. Adams

Edward S. Adams
President and CEO

Accepted and Agreed to as of        April 8          , 2002
                             ------------------------

         /s/ James A. Coryea, II
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         James A. Coryea, II