EXHIBIT 10.6

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (the "Agreement"), made this 5th day of July, 2004 (the "Effective Date") is entered into by UTI Corporation, a Maryland corporation
with its principle place of business at 200 West Seventh Avenue, Collegeville, PA 19426 (the "Company"), and George R. Trutza (the "Employee").

WHEREAS,
the Company desires to employ the Employee on the terms and conditions contained herein; and

WHEREAS,
the Employee desires to be employed with the Company on the terms and conditions contained herein;

NOW,
THEREFORE, in consideration of the mutual covenants and promises contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged by the parties hereto, the parties agree as follows:

1.Term of Employment.    The Company hereby agrees to employ the Employee, and the Employee hereby accepts
employment with the Company, upon the terms set forth in this Agreement, for the period commencing on the Effective Date and ending on the third anniversary of the Effective Date (such period, as it
may be extended in a writing signed by the parties hereto, the "Employment Period"), unless sooner terminated in accordance with the provisions of Section 4.

2.Title; Capacity.    The Employee shall serve as Executive Vice President, General Manager, Endoscopy Division
and in such other position(s) as the President & Chief Executive Officer may determine from time to time. The Employee shall have such authority as is delegated to him by the Company's
President & Chief Executive Officer. The Employee hereby accepts such employment and agrees to undertake the duties and responsibilities inherent in such position and such other duties and
responsibilities as the President & Chief Executive Officer or his designee shall from time to time
reasonably assign to him. The Employee agrees to devote his entire business time, attention and energies to the business and interests of the Company during the Employment Period. The Employee agrees
to abide by the rules, regulations, instructions, personnel practices and policies of the Company and any changes therein that may be adopted from time to time by the Company.

3.Compensation and Benefits.



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4.Employment Termination.    The employment of the Employee by the Company pursuant to this Agreement shall
terminate upon the occurrence of any of the following:



5.Effect of Termination.



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6.Proprietary Information; Invention Assignment and Non-Competition.    The Employee agrees to be
bound by all of the provisions of the Company's standard Non-Disclosure, Non-Solicitation, Non Competition and Invention Assignment Agreement, which is incorporated herein by
reference and made a part hereof (the "Non-Disclosure Agreement"). A copy of the Non-Disclosure Agreement is attached hereto as Exhibit A.

7.Other Agreements.    The Employee hereby represents that he is not bound by the terms of any agreement with any
previous employer or other party to refrain from using or disclosing any trade secret or confidential or proprietary information in the course of his employment with the Company or to refrain from
competing, directly or indirectly, with the business of such previous employer or any other party. The Employee further represents that his performance of all the terms of this Agreement and as an
employee of the Company does not and will not breach any agreement to keep in confidence proprietary information, knowledge or data acquired by him in confidence or in trust prior to his employment
with the Company.

8.Notices.    All notices required or permitted under this Agreement shall be in writing and shall be deemed
effective upon personal delivery or upon deposit in the United States Post Office, by registered or certified mail, postage prepaid, addressed to the other party at the address shown above, or at such
other address or addresses as either party shall designate to the other in accordance with this Section 8.

9.Pronouns.    Whenever the context may require, any pronouns used in this Agreement shall include the
corresponding masculine, feminine or neuter forms, and the singular forms of nouns and pronouns shall include the plural, and vice versa.

10.Entire Agreement.    This Agreement constitutes the entire agreement between the parties and supersedes all
prior agreements and understandings, whether written or oral, relating to the subject matter of this Agreement, including but not limited to the letter dated July 3, 2004.

11.Amendment.    This Agreement may be amended or modified only by a written instrument executed by both the
Company and the Employee.

12.Governing Law and Jurisdiction.    This Agreement shall be construed, interpreted and enforced in accordance
with the laws of the Commonwealth of Pennsylvania. The parties agree that any

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disputes
arising under this Agreement or otherwise related to the Employee's employment with the Company shall be brought exclusively in the state and federal courts located in the Commonwealth of
Pennsylvania and the parties hereby waive any defense of lack of personal jurisdiction in any such action.

13.Successors and Assigns.    This Agreement shall be binding upon and inure to the benefit of both parties and
their respective successors and assigns, including any corporation with which or into which the Company may be merged or which may succeed to its assets or business, provided, however, that the
obligations of the Employee are personal and shall not be assigned by him.

14.Acknowledgment.    The Employee states and represents that he has had an opportunity to fully discuss and
review the terms of this Agreement with an attorney. The Employee further states and represents that he has carefully read this Agreement, understands the contents herein, freely and voluntarily
assents to all of the terms and conditions hereof, and signs his name of his own free act.

15.No Waiver.    No delay or omission by the Company in exercising any right under this Agreement shall operate as
a waiver of that or any other right. A waiver or consent given by the Company on any one occasion shall be effective only in that instance and shall not be construed as a bar or waiver of any right on
any other occasion.

16.Captions.    The captions of the sections of this Agreement are for convenience of reference only and in no way
define, limit or affect the scope or substance of any section of this Agreement.

17.Severability.    In case any provision of this Agreement shall be invalid, illegal or otherwise unenforceable,
the validity, legality and enforceability of the remaining provisions shall in no way be affected or impaired thereby.

18.Counterparts.    This Agreement may be executed in one or more counterparts, each of which shall be deemed an
original and all of which shall constitute one and the same Agreement.

[Signature page follows]

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IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year set forth above.

| |  | UTI CORPORATION                    
| |  | -----------------------------------
| |  |                                    
| |  |                                    
| |  | By:                                
| |  | Name:                              
| |  | Title:                             
| |  |                                    
| |  |                                    
| |  | EMPLOYEE                           
| |  |                                    
| |  |                                    
| |  | /s/GEORGE R. TRUTZAGeorge R. Trutza

[Signature Page to Employment Agreement]

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