<PAGE>

EXHIBIT 10.9 - 1997 STOCK OPTION PLAN

                                      EXHIBIT A

                                      SECTION 1.

                                     DEFINITIONS

As used herein, the following terms shall have the meanings indicated below:

(a)   "Committee" shall mean a Committee of two or more directors who shall be
appointed by and serve at the pleasure of the Board.  As long as the Company's
securities are registered pursuant to Section 12 of the Securities Exchange Act
of 1934, as amended, then, to the extent necessary for compliance with Rule
16b-3, or any successor provision, each of the members of the Committee shall be
a "Non-Employee Director."  For purposes of this Section 1(a), "Non-Employee
Director" shall have the same meaning as set forth in Rule 16b-3, or any
successor provision, as then in effect, of the General Rules and Regulations
under the Securities Exchange Act of 1934, as amended.

(b)   The "Company" shall mean Empi, Inc., a Minnesota corporation.

(c)   "Fair Market Value" as of any day shall mean (i) if such stock is
reported by the NASDAQ National Market or NASDAQ SmallCap Market or is listed
upon an established stock exchange or exchanges, the reported closing price of
such stock by the NASDAQ National Market or NASDAQ SmallCap Market or on such
stock exchange or exchanges on such date or, if no sale of such stock shall have
occurred on such date, on the next preceding day on which there was a sale of
stock; (ii) if such stock is not so reported by the NASDAQ National Market or
NASDAQ SmallCap Market or listed upon an established stock exchange, the average
of the closing "bid" and "asked" prices quoted by the National Quotation Bureau,
Inc. (or any comparable reporting service) on such date or, if there are no
quoted "bid" and "asked" prices on such date, on the next preceding date for
which there are such quotes; or (iii) if such stock is not publicly traded as of
such date, the per share value as determined by the Board, or the Committee, in
its sole discretion by applying principles of valuation with respect to the
Company's Common Stock.

(d)   "Incumbent Director" means a Non-Employee Director who is serving as a
member of the Board of Directors of the Company as of the effective date of the
Plan.

(e)   The "Internal Revenue Code" is the Internal Revenue Code of 1986, as
amended from time to time.

(f)   "New Director" means a Non-Employee Director who becomes a member of the
Board of Directors of the Company on or after the effective date of the Plan.

(g)   "Non-Employee Director" shall mean members of the Board who are not
employees of the Company or any Subsidiary.

(h)   "Option Stock" shall mean Common Stock of the Company (subject to
adjustment as described in Section 13) reserved for options pursuant to this
Plan.

(i)   The "Optionee" means an employee of the Company or any Subsidiary to whom
an incentive stock option has been granted pursuant to Section 9; a consultant
or advisor to or director (including a Non-Employee Director), employee or
officer of the Company or any Subsidiary to whom a nonqualified stock option has
been granted pursuant to Section 10; and a Non-Employee Director to whom a
nonqualified stock option has been granted pursuant to Section 11.

(j)   "Parent" shall mean any corporation which owns, directly or indirectly in
an unbroken chain, fifty percent (50%) or more of the total voting power of the
Company's outstanding stock.


                                         E-1
<PAGE>

(k)   The "Plan" means the Empi, Inc. 1997 Stock Option Plan, as amended
hereafter from time to time, including the form of Option Agreements as they may
be modified by the Board from time to time.

(l)   A "Subsidiary" shall mean any corporation of which fifty percent (50%) or
more of the total voting power of outstanding stock is owned, directly or
indirectly in an unbroken chain, by the Company.

                                      SECTION 2.

                                       PURPOSE

      The purpose of the Plan is to promote the success of the Company and its
Subsidiaries by facilitating the retention of competent personnel and by
furnishing incentive to officers, directors, employees, consultants, and
advisors upon whose efforts the success of the Company and its Subsidiaries will
depend to a large degree.

      It is the intention of the Company to carry out the Plan through the
granting of stock options which will qualify as "incentive stock options" under
the provisions of Section 422 of the Internal Revenue Code, or any successor
provision, pursuant to Section 9 of this Plan, and through the granting of
"nonqualified stock options" pursuant to Section 10 of this Plan.  Adoption of
this Plan shall be and is expressly subject to the condition of approval by the
shareholders of the Company within twelve (12) months before or after the
adoption of the Plan by the Board of Directors.  Any incentive stock options
granted after adoption of the Plan by the Board of Directors shall be treated as
nonqualified stock options if shareholder approval is not obtained within such
twelve-month period.  

                                      SECTION 3.

                                EFFECTIVE DATE OF PLAN

      The Plan shall be effective as of the date of adoption by the Board of
Directors, subject to approval by the shareholders of the Company as required in
Section 2.

                                      SECTION 4.

                                    ADMINISTRATION

      The Plan shall be administered by the Board of Directors of the Company
(hereinafter referred to as the "Board") or by a Committee which may be
appointed by the Board from time to time (collectively referred to as the
"Administrator").  The Administrator shall have all of the powers vested in it
under the provisions of the Plan, including but not limited to exclusive
authority (where applicable and within the limitations described in the Plan) to
determine, in its sole discretion, whether an incentive stock option or
nonqualified stock option shall be granted, the individuals to whom, and the
time or times at which, options shall be granted, the number of shares subject
to each option and the option price and terms and conditions of each option. 
The Administrator shall have full power and authority to administer and
interpret the Plan, to make and amend rules, regulations and guidelines for
administering the Plan, to prescribe the form and conditions of the respective
stock option agreements (which may vary from Optionee to Optionee) evidencing
each option and to make all other determinations necessary or advisable for the
administration of the Plan.  The Administrator's interpretation of the Plan, and
all actions taken and determinations made by the Administrator pursuant to the
power vested in it hereunder, shall be conclusive and binding on all parties
concerned.  

      No member of the Board or the Committee shall be liable for any action
taken or determination made in good faith in connection with the administration
of the Plan.  In the event the Board appoints a Committee as provided hereunder,
any action of the Committee with respect to the administration of the Plan shall
be taken pursuant to a majority vote of the Committee members or pursuant to the
written resolution of all Committee members.


                                         E-2
<PAGE>

                                      SECTION 5.

                                     PARTICIPANTS

      The Administrator shall from time to time, at its discretion and without
approval of the shareholders, designate those employees, officers, directors
(including Non-Employee Directors), consultants, and advisors of the Company or
of any Subsidiary to whom nonqualified stock options shall be granted pursuant
to Section 9 of the Plan; provided, however, that consultants or advisors shall
not be eligible to receive stock options hereunder unless such consultant or
advisor renders bona fide services to the Company or Subsidiary and such
services are not in connection with the offer or sale of securities in a capital
raising transaction; and provided, further, that Non-Employee Directors shall be
granted nonqualified stock options pursuant to Section 11 of the Plan without
any further action by the Administrator.  The Administrator shall, from time to
time, at its discretion and without approval of the shareholders, designate
those employees of the Company or any Subsidiary to whom incentive stock options
shall be granted under this Plan.  The Administrator may grant additional
incentive stock options or nonqualified stock options under this Plan to some or
all participants then holding options or may grant options solely or partially
to new participants.  In designating participants, the Administrator shall also
determine the number of shares to be optioned to each such participant.  The
Board may from time to time designate individuals as being ineligible to
participate in the Plan.

                                      SECTION 6.

                                        STOCK

      The Stock to be optioned under this Plan shall consist of authorized but
unissued shares of Option Stock.  Five Hundred Thousand (500,000) shares of
Option Stock shall be reserved and available for options under the Plan;
provided, however, that the total number of shares of Option Stock reserved for
options under this Plan shall be subject to adjustment as provided in Section 13
of the Plan.  In the event that any outstanding option under the Plan for any
reason expires or is terminated prior to the exercise thereof, the shares of
Option Stock allocable to the unexercised portion of such option shall continue
to be reserved for options under the Plan and may be optioned hereunder.

                                      SECTION 7.

                                   DURATION OF PLAN

      Incentive stock options may be granted pursuant to the Plan from time to
time during a period of ten (10) years from the effective date as defined in
Section 3.  Nonqualified stock options may be granted pursuant to the Plan from
time to time after the effective date of the Plan and until the Plan is
discontinued or terminated by the Board.  Any incentive stock option granted
during such ten-year period and any nonqualified stock option granted prior to
the termination of the Plan by the Board shall remain in full force and effect
until the expiration of the option as specified in the written stock option
agreement and shall remain subject to the terms and conditions of this Plan.

                                      SECTION 8.

                                       PAYMENT

      Optionees may pay for shares upon exercise of options granted pursuant to
this Plan with cash, personal check, certified check, Common Stock of the
Company valued at such Stock's then Fair Market Value, or such other form of
payment as may be authorized by the Administrator.  The Administrator may, in
its sole discretion, limit the forms of payment available to the Optionee and
may exercise such discretion any time prior to the termination of the option
granted to the Optionee or upon any exercise of the option by the Optionee.

      With respect to payment in the form of Common Stock of the Company, the
Administrator may require advance approval or adopt such rules as it deems
necessary to assure compliance with Rule 16b-3, or any successor provision, as
then in effect, of the General Rules and Regulations under the Securities
Exchange Act of 1934, if applicable.


                                         E-3
<PAGE>

                                      SECTION 9.

                   TERMS AND CONDITIONS OF INCENTIVE STOCK OPTIONS

      Each incentive stock option granted pursuant to this Section 9 shall be
evidenced by a written stock option agreement (the "Option Agreement").  The
Option Agreement shall be in such form as may be approved from time to time by
the Administrator and may vary from Optionee to Optionee; provided, however,
that each Optionee and each Option Agreement shall comply with and be subject to
the following terms and conditions:

      (a) NUMBER OF SHARES AND OPTION PRICE.  The Option Agreement shall
      state the total number of shares covered by the incentive stock option. 
      To the extent required to qualify the Option as an incentive stock option
      under Section 422 of the Internal Revenue Code, or any successor
      provision, the option price per share shall not be less than one hundred
      percent (100%) of the Fair Market Value of the Common Stock per share on
      the date the Administrator grants the option; provided, however, that if
      an Optionee owns stock possessing more than ten percent (10%) of the
      total combined voting power of all classes of stock of the Company or of
      its Parent or any Subsidiary, the option price per share of an incentive
      stock option granted to such Optionee shall not be less than one hundred
      ten percent (110%) of the Fair Market Value of the Common Stock per share
      on the date of the grant of the option.  The Administrator shall have
      full authority and discretion in establishing the option price and shall
      be fully protected in so doing.

      (b) TERM AND EXERCISABILITY OF INCENTIVE STOCK OPTION.  The term
      during which any incentive stock option granted under the Plan may be
      exercised shall be established in each case by the Administrator.  To the
      extent required to qualify the Option as an incentive stock option under
      Section 422 of the Internal Revenue Code, or any successor provision, in
      no event shall any incentive stock option be exercisable during a term of
      more than ten (10) years after the date on which it is granted; provided,
      however, that if an Optionee owns stock possessing more than ten percent
      (10%) of the total combined voting power of all classes of stock of the
      Company or of its parent or any Subsidiary, the incentive stock option
      granted to such Optionee shall be exercisable during a term of not more
      than five (5) years after the date on which it is granted.

      The Option Agreement shall state when the incentive stock option becomes
      exercisable and shall also state the maximum term during which the option
      may be exercised.  In the event an incentive stock option is exercisable
      immediately, the manner of exercise of the option in the event it is not
      exercised in full immediately shall be specified in the Option Agreement. 
      The Administrator may accelerate the exercisability of any incentive
      stock option granted hereunder which is not immediately exercisable as of
      the date of grant.

      (c) OTHER PROVISIONS.  The Option Agreement authorized under this
      Section 9 shall contain such other provisions as the Administrator shall
      deem advisable.  Any such Option Agreement shall contain such limitations
      and restrictions upon the exercise of the option as shall be necessary to
      ensure that such option will be considered an "incentive stock option" as
      defined in Section 422 of the Internal Revenue Code or to conform to any
      change therein.

                                     SECTION 10.

                  TERMS AND CONDITIONS OF NONQUALIFIED STOCK OPTIONS

      Each nonqualified stock option granted pursuant to this Section 10 shall
be evidenced by a written Option Agreement.  The Option Agreement shall be in
such form as may be approved from time to time by the Administrator and may vary
from Optionee to Optionee; provided, however, that each Optionee and each Option
Agreement shall comply with and be subject to the following terms and
conditions:

      (a) NUMBER OF SHARES AND OPTION PRICE.  The Option Agreement shall
          state the total number of shares covered by the nonqualified stock
          option.  Unless otherwise determined by the Administrator, the
          option price per share shall be one hundred percent (100%) of the
          Fair Market Value of the Common Stock per share on the date the
          Administrator grants the option; provided, however, that the option 


                                         E-4
<PAGE>

          price may not be less than eighty-five percent (85%) of the Fair
          Market Value of the Common Stock per share on the date of grant.

      (b) TERM AND EXERCISABILITY OF NONQUALIFIED STOCK OPTION.  The term
      during which any nonqualified stock option granted under the Plan may be
      exercised shall be established in each case by the Administrator.  The
      Option Agreement shall state when the nonqualified stock option becomes
      exercisable and shall also state the maximum term during which the option
      may be exercised.  In the event a nonqualified stock option is
      exercisable immediately, the manner of exercise of the option in the
      event it is not exercised in full immediately shall be specified in the
      stock option agreement.  The Administrator may accelerate the
      exercisability of any nonqualified stock option granted hereunder which
      is not immediately exercisable as of the date of grant.

      (c) WITHHOLDING.  The Company or its Subsidiary shall be entitled to
      withhold and deduct from future wages of the Optionee all legally
      required amounts necessary to satisfy any and all withholding and
      employment-related taxes attributable to the Optionee's exercise of a
      nonqualified stock option.  In the event the Optionee is required under
      the Option Agreement to pay the Company, or make arrangements
      satisfactory to the Company respecting payment of, such withholding and
      employment-related taxes, the Administrator may, in its discretion and
      pursuant to such rules as it may adopt, permit the Optionee to satisfy
      such obligation, in whole or in part, by electing to have the Company
      withhold shares of Common Stock otherwise issuable to the Optionee as a
      result of the option's exercise equal to the amount required to be
      withheld for tax purposes.  Any stock elected to be withheld shall be
      valued at its Fair Market Value, as of the date the amount of tax to be
      withheld is determined under applicable tax law.  The Optionee's election
      to have shares withheld for this purpose shall be made on or before the
      date the option is exercised or, if later, the date that the amount of
      tax to be withheld is determined under applicable tax law.  Such election
      shall be approved by the Administrator and otherwise comply with such
      rules as the Administrator may adopt to assure compliance with Rule
      16b-3, or any successor provision, as then in effect, of the General
      Rules and Regulations under the Securities Exchange Act of 1934, if
      applicable.

      (d) OTHER PROVISIONS.  The Option Agreement authorized under this
      Section 10 shall contain such other provisions as the Administrator shall
      deem advisable.

                                     SECTION 11. 

                 NONQUALIFIED STOCK OPTIONS FOR NON-EMPLOYEE DIRECTORS

      (a) GRANT OF NONQUALIFIED STOCK OPTIONS.  All grants of nonqualified
      stock options to Non-Employee Directors under this Section 11 shall be
      automatic and nondiscretionary and shall be made strictly in accordance
      with the following provisions:

            (1)     The Administrator shall not have any discretion to select
                    the Non-Employee Directors that shall be eligible for
                    nonqualified stock options or to determine the number of
                    shares of Common Stock to be subject to such options, the
                    option price per share or the date of grant.

            (2)     INITIAL GRANTS.  Each New Director shall be granted a
                    nonqualified stock option to purchase 5,000 shares of Common
                    Stock on the date that the New Director first becomes
                    elected to the Board of Directors of the Company.

                      (3)          ANNUAL GRANTS.

                    a.   Each Incumbent Director shall be granted a nonqualified
                         stock option to purchase 500 shares of Common Stock on
                         the date of the annual meeting of the shareholders of
                         the Company immediately following the effective date of
                         the Plan, and on the date of each annual meeting of the
                         shareholders thereafter, so long as the Incumbent
                         Director continues to serve on the Board.


                                         E-5
<PAGE>

                    b.   Each New Director shall be granted a nonqualified stock
                         option to purchase 500 shares of Common Stock on the
                         date of the annual meeting coincident with or
                         immediately following the third anniversary of the date
                         that the New Director was elected to the Board of
                         Directors and on the date of each annual meeting
                         thereafter, so long as the New Director continues to
                         serve on the Board.

      (b) OPTION PRICE.  The option price per share for all nonqualified
      stock options granted pursuant to Sections 11(a) above shall be one
      hundred percent (100%) of the Fair Market Value of a share of Common
      Stock on the date the nonqualified stock option is granted.  

      (c) DURATION AND EXERCISE OF OPTIONS.

            (1)     DURATION OF OPTIONS.  Except as otherwise provided in this
                    Plan, the period during which any nonqualified stock option
                    granted to Non-Employee Directors under this Section 11 may
                    be exercised shall be seven (7) years after the date that
                    the option is granted.  

            (2)               EXERCISABILITY OF NONQUALIFIED STOCK OPTIONS.

              a.         In no event shall any nonqualified stock options
                         granted to Non-Employee Directors be exercisable prior
                         to the date that this Plan is approved by the
                         shareholders of the Company.  If shareholder approval
                         of the Plan is not obtained within twelve (12) months
                         following its adoption by the Board, any nonqualified
                         stock options previously granted to Non-Employee
                         Directors shall be revoked.

              b.         All nonqualified stock options granted to Non-Employee
                         Directors pursuant to Section 11(a)(2) shall become
                         exercisable to the extent of twenty-five percent (25%)
                         of the shares subject to the nonqualified stock option
                         on each of the four succeeding anniversaries of the
                         date that the option is granted.  If the Non-Employee
                         Director does not purchase in any year the full number
                         of shares which the Non-Employee Director is entitled
                         to purchase in that year, the Non-Employee Director
                         shall be entitled to purchase in any subsequent year
                         such previously unpurchased shares, subject to the
                         expiration of such nonqualified stock option as
                         specified in Section 11(c)(1) above.

              c.         All nonqualified stock options granted to Non-Employee
                         Directors pursuant to Section 11(a)(3) shall become
                         fully exercisable on the first anniversary of the date
                         that the option is granted.  If the Non-Employee
                         Director does not purchase in any year the full number
                         of shares which the Non-Employee Director is entitled
                         to purchase in that year, the Non-Employee Director
                         shall be entitled to purchase in any subsequent year
                         such previously unpurchased shares, subject to the
                         expiration of such nonqualified stock option as
                         specified in Section 11(c)(1) above.

      (d) PAYMENT OF OPTION PRICE.  Upon the exercise of any nonqualified
          stock option granted to a Non-Employee Director pursuant to this
          Section 11, the purchase price for such shares of Common Stock
          subject to such option shall be paid in cash or certified check,
          unless the Administrator, in its sole discretion and subject to any
          applicable rules or regulations it may adopt, allows such payment
          to be made, in whole or in part, by the transfer from the
          Non-Employee Director to the Company of previously acquired shares
          of Common Stock.  Any Common Stock so transferred shall be valued
          at its Fair Market Value on the day immediately preceding the
          effective exercise of the nonqualified stock option.  For purposes
          of this Section 11(d), "previously acquired shares of Common Stock"
          shall include shares of Common Stock that are already owned by the
          Non-Employee Director at the time of exercise.  


                                         E-6
<PAGE>

      (e) RIGHTS AS A SHAREHOLDER.  The Non-Employee Director shall have no
          rights as a shareholder with respect to any shares of Common Stock
          subject to a nonqualified stock option until the Non-Employee
          Director becomes the holder of record of such shares.  Except as
          provided in Section 13, no adjustments shall be made for dividends
          or other cash distributions or for other rights that have a record
          date preceding the date the Non-Employee Director becomes the
          holder of record of such shares of Stock.


      (f) TERMINATION OF STATUS AS A DIRECTOR.  In the event that a
          Non-Employee Director's membership on the Board terminates, the
          following provisions shall apply:

            (1)     If the Non-Employee Director's membership on the Board
                    terminates for any reason other than the Non-Employee
                    Director's retirement, death or disability, the Non-Employee
                    Director shall be entitled to exercise any nonqualified
                    stock option granted to such Non-Employee Director pursuant
                    to this Section 11 to the extent such option was exercisable
                    as of the date of such termination for a period of three (3)
                    months following the date of such termination unless the
                    Option, by its terms, expires before the end of such
                    three-month period.  To the extent that the nonqualified
                    stock option is not exercisable as of the date the
                    Non-Employee Director's membership on the Board terminates
                    for any reason other than retirement, death or disability,
                    or to the extent the Non-Employee Director does not exercise
                    such Option within the period specified in this Section
                    11(f)(1), all rights of the Non-Employee Director under such
                    Option shall be forfeited.

            (2)     If the Non-Employee Director's membership on the Board
                    terminates because of disability, the Non-Employee Director
                    shall be entitled to exercise any nonqualified stock option
                    to the extent such option was exercisable as of the date
                    such Non-Employee Director's membership on the Board is
                    terminated by reason of disability for a period of twelve
                    (12) months following the date of such termination unless
                    the option, by its terms, expires before the end of such
                    twelve-month period.  To the extent that such Option was not
                    exercisable as of the date the Non-Employee Director's
                    membership on the Board terminates because of disability, or
                    if the Non-Employee Director does not exercise the
                    nonqualified stock option within the twelve-month period
                    specified in this Section 11(f)(2), all rights of the
                    Non-Employee Director under the option shall be forfeited. 
                    For purposes of this Section 11(f)(2), "disability" shall
                    mean a mental or physical condition of the Non-Employee
                    Director, resulting from illness, injury or disease which,
                    as determined by the Board, causes the Non-Employee director
                    to resign from the Board and is reasonably expected to be of
                    long and indefinite duration or result in death.

            (3)     If the Non-Employee Director's membership on the Board
                    terminates because of retirement, any nonqualified stock
                    option granted to the Non-Employee Director pursuant to this
                    Section 11 shall become immediately exercisable to the
                    extent of one hundred percent (100%) of the shares subject
                    to the nonqualified stock option and shall terminate on the
                    date such option will, by its terms, expire.  To the extent
                    the Non-Employee Director does not exercise such option
                    within the period specified in this Section 11(f)(3), all
                    rights of the Non-Employee Director under such option shall
                    be forfeited.  For purposes of this Section 11(f)(3)
                    "retirement" shall mean termination of the Non-Employee
                    Director's membership on the Board after reaching age 60 and
                    completing a minimum of five (5) years of service on the
                    Board.

            (4)  If the Non-Employee Director dies (i) while a member of the
                 Board, (ii) within the three (3) months following the
                 termination of the Non-Employee Director's membership on the
                 Board in the case of Section 11(f)(1) above, (iii) within the
                 twelve (12) months following the termination of the
                 Non-Employee Director's membership on the Board in the case of
                 Section 11(f)(2) above, or (iv) at any time after the
                 Non-Employee Director's retirement from the Board in the case
                 of Section 11(f)(3) above, any nonqualified stock option
                 granted to such Non-Employee Director shall become immediately
                 exercisable in full and may be exercised by the Non-Employee
                 Director's estate or any person who acquired the right to
                 exercise any nonqualified stock option granted to such
                 Non-Employee Director pursuant to this Section 11 by bequest
                 or inheritance until the date such Option expires as specified
                 in Section 11(c)(1) above.  


                                         E-7
<PAGE>

                                     SECTION 12.

                                  TRANSFER OF OPTION

      No incentive stock option shall be transferable, in whole or in part, by
the Optionee other than by will or by the laws of descent and distribution and,
during the Optionee's lifetime, the option may be exercised only by the
Optionee.  If the Optionee shall attempt any transfer of any incentive stock
option granted under the Plan during the Optionee's lifetime, such transfer
shall be void and the incentive stock option, to the extent not fully exercised,
shall terminate.

      The Administrator may, in its sole discretion, permit the Optionee to
transfer any or all nonqualified stock options to any member of the Optionee's
"immediate family" as such term is defined in Rule 16a-1(e) promulgated under
the Securities Exchange Act of 1934, or any successor provision, or to one or
more trusts whose beneficiaries are members of such Optionee's "immediate
family" or partnerships in which such family members are the only partners;
provided, however, that the Optionee receives no consideration for the transfer
and such transferred nonqualified stock option shall continue to be subject to
the same terms and conditions as were applicable to such nonqualified stock
option immediately prior to its transfer.

                                     SECTION 13.

                       RECAPITALIZATION, SALE, MERGER, EXCHANGE
                                    OR LIQUIDATION

      In the event of an increase or decrease in the number of shares of Common
Stock resulting from a subdivision or consolidation of shares or the payment of
a stock dividend or any other increase or decrease in the number of shares of
Common Stock effected without receipt of consideration by the Company, the
number of shares of Option Stock reserved under Section 6 hereof and the number
of shares of Option Stock covered by each outstanding option and the price per
share thereof shall be adjusted by the Board to reflect such change.  Additional
shares which may be credited pursuant to such adjustment shall be subject to the
same restrictions as are applicable to the shares with respect to which the
adjustment relates.

      Unless otherwise provided in the stock option agreement, in the event of
an acquisition of the Company through the sale of substantially all of the
Company's assets and the consequent discontinuance of its business or through a
merger, consolidation, exchange, reorganization, reclassification, extraordinary
dividend, divestiture or liquidation of the Company (collectively referred to as
a "transaction"), all outstanding options shall become immediately exercisable,
whether or not such options had become exercisable prior to the transaction;
provided, however, that if the acquiring party seeks to have the transaction
accounted for on a "pooling of interests" basis and, in the opinion of the
Company's independent certified public accountants, accelerating the
exercisability of such options would preclude a pooling of interests under
generally accepted accounting principles, the exercisability of such options
shall not accelerate.  In addition to the foregoing, or in the event a pooling
of interests transaction precludes the acceleration of the exercisability of
outstanding options, the Board may provide for one or more of the following:

      (a) the complete termination of this Plan and cancellation of outstanding
      options not exercised prior to a date specified by the Board (which date
      shall give Optionees a reasonable period of time in which to exercise the
      options prior to the effectiveness of such transaction); 

      (b) that Optionees holding outstanding incentive or nonqualified
          options shall receive, with respect to each share of Option Stock
          subject to such options, as of the effective date of any such
          transaction, cash in an amount equal to the excess of the Fair
          Market Value of such Option Stock on the date immediately 


                                         E-8
<PAGE>

            preceding the effective date of such transaction over the option
            price per share of such options; provided that the Board may, in
            lieu of such cash payment, distribute to such Optionees shares of
            stock of the Company or shares of stock of any corporation
            succeeding the Company by reason of such transaction, such shares
            having a value equal to the cash payment herein; or

      (c) the continuance of the Plan with respect to the exercise of options
      which were outstanding as of the date of adoption by the Board of such
      plan for such transaction and provide to Optionees holding such options
      the right to exercise their respective options as to an equivalent number
      of shares of stock of the corporation succeeding the Company by reason of
      such transaction.  

The Board may restrict the rights of or the applicability of this Section 13 to
the extent necessary to comply with Section 16(b) of the Securities Exchange Act
of 1934, the Internal Revenue Code or any other applicable law or regulation. 
The grant of an option pursuant to the Plan shall not limit in any way the right
or power of the Company to make adjustments, reclassifications, reorganizations
or changes of its capital or business structure or to merge, exchange or
consolidate or to dissolve, liquidate, sell or transfer all or any part of its
business or assets.

                                     SECTION 14.

                              SECURITIES LAW COMPLIANCE

      No shares of Common Stock shall be issued pursuant to the Plan unless and
until there has been compliance, in the opinion of Company's counsel, with all
applicable legal requirements, including without limitation, those relating to
securities laws and stock exchange listing requirements.  As a condition to the
issuance of Option Stock to Optionee, the Administrator may require Optionee to
(i) represent that the shares of Option Stock are being acquired for investment
and not resale and to make such other representations as the Administrator shall
deem necessary or appropriate to qualify the issuance of the shares as exempt
from the Securities Act of 1933 and any other applicable securities laws, and
(ii) represent that Optionee shall not dispose of the shares of Option Stock in
violation of the Securities Act of 1933 or any other applicable securities laws.

      As a further condition to the grant of any incentive or nonqualified
stock option or the issuance of Option Stock to Optionee, Optionee agrees to the
following:

      (a) In the event the Company advises Optionee that it plans an
      underwritten public offering of its Common Stock in compliance with the
      Securities Act of 1933, as amended, and the underwriter(s) seek to impose
      restrictions under which certain shareholders may not sell or contract to
      sell or grant any option to buy or otherwise dispose of part or all of
      their stock purchase rights of the underlying Common Stock, Optionee will
      not, for a period not to exceed 180 days from the prospectus, sell or
      contract to sell or grant an option to buy or otherwise dispose of any
      incentive or nonqualified stock option granted to Optionee pursuant to
      the Plan or any of the underlying shares of Common Stock without the
      prior written consent of the underwriter(s) or its representative(s).

      (b) In the event the Company makes any public offering of its
      securities and determines in its sole discretion that it is necessary to
      reduce the number of issued but unexercised stock purchase rights so as
      to comply with any states securities or Blue Sky law limitations with
      respect thereto, the Board of Directors of the Company shall have the
      right (i) to accelerate the exercisability of any incentive or
      nonqualified stock option and the date on which such option must be
      exercised, provided that the Company gives Optionee prior written notice
      of such acceleration, and (ii) to cancel any options or portions thereof
      which Optionee does not exercise prior to or contemporaneously with such
      public offering. 

      (c) In the event of a transaction (as defined in Section 13 of the
      Plan) which is treated as a "pooling of interests" under generally
      accepted accounting principles, Optionee will comply with Rule 145 of the
      Securities Act of 1933 and any other restrictions imposed under other
      applicable legal or accounting principles if Optionee is an "affiliate"
      (as defined in such applicable legal and accounting principles) at the
      time of the transaction, and Optionee will execute any documents
      necessary to ensure compliance with such rules.


                                         E-9
<PAGE>

      The Company reserves the right to place a legend on any stock certificate
issued upon exercise of an option granted pursuant to the Plan to assure
compliance with this Section 14.
 
                                     SECTION 15.

                               RIGHTS AS A SHAREHOLDER

      An Optionee (or the Optionee's successor or successors) shall have no
rights as a shareholder with respect to any shares covered by an option until
the date of the issuance of a stock certificate evidencing such shares.  No
adjustment shall be made for dividends (ordinary or extraordinary, whether in
cash, securities or other property), distributions or other rights for which the
record date is prior to the date such stock certificate is actually issued
(except as otherwise provided in Section 13 of the Plan).

                                     SECTION 16.

                                AMENDMENT OF THE PLAN

      The Board may from time to time, insofar as permitted by law, suspend or
discontinue the Plan or revise or amend it in any respect; provided, however,
that no such revision or amendment, except as is authorized in Section 13, shall
impair the terms and conditions of any option which is outstanding on the date
of such revision or amendment to the material detriment of the Optionee without
the consent of the Optionee.  Notwithstanding the foregoing, no such revision or
amendment shall (i) materially increase the number of shares subject to the Plan
except as provided in Section 13 hereof, (ii) change the designation of the
class of employees eligible to receive options, (iii) decrease the price at
which options may be granted, or (iv) materially increase the benefits accruing
to Optionees under the Plan without the approval of the shareholders of the
Company if such approval is required for compliance with the requirements of any
applicable law or regulation.  Furthermore, the Plan may not, without the
approval of the shareholders, be amended in any manner that will cause incentive
stock options to fail to meet the requirements of Section 422 of the Internal
Revenue Code.

                                     SECTION 17.

                           NO OBLIGATION TO EXERCISE OPTION

      The granting of an option shall impose no obligation upon the Optionee to
exercise such option.  Further, the granting of an option hereunder shall not
impose upon the Company or any Subsidiary any obligation to retain the Optionee
in its employ for any period.


                                         E-10
<PAGE>

                                      EXHIBIT B

                         NONQUALIFIED STOCK OPTION AGREEMENT


     THIS AGREEMENT, made as of the ______ day of ___________, 19___, by and
between Empi, Inc., a Minnesota corporation (the "Company"), and ______________
(the "Optionee");

                                      WITNESSETH

     WHEREAS, the Optionee on the date hereof is a non-employee director of the
Company or a Subsidiary of the Company; 

     WHEREAS, the Company's Board of Directors has adopted a stock option plan
providing for the grant of nonqualified stock options known as the "Empi, Inc.
1997 Stock Option Plan" (hereinafter referred to as the "Plan"); 

     WHEREAS, Section 11 of the Plan provides for the automatic and
non-discretionary grant of nonqualified stock options to a non-employee director
of the Company (referred to under the Plan as "Outside Directors") at the time
such Outside Director first becomes elected to the Board of directors of the
Company and on the date of each annual meeting of the shareholders thereafter,
so long as such Outside Director continues to serve on the Board of Directors;

     WHEREAS, Optionee has qualified for the grant of a nonqualified stock
option in accordance with Section 11 of the Plan; and

     WHEREAS, Optionee and the Company desire to enter into this Agreement to
set forth the terms of such nonqualified stock option, consistent with the
requirements of Section 11 of the Plan;

     NOW THEREFORE, in consideration of the promises and the mutual covenants
herein contained, the Company and the Optionee hereby agree as follows:

     1.   GRANT OF OPTION.  In accordance with Section 11 of the Plan, the
Optionee is hereby granted, on the date of this Agreement, the option to
purchase _________(____) shares of Common Stock of the Company (the "Option
Stock) subject to the terms and conditions herein contained, and subject only to
adjustment in such number of shares as provided in Section 13 of the Plan.

     2.   OPTION PRICE.  During the term of this option, the purchase price for
the shares of Option Stock granted herein is $____________ per share (one
hundred percent (100%) of the fair market value of a share of common stock as of
the date of grant), subject only to adjustment of such price as provided in
Section 13 of the Plan.

     3.   TERM OF OPTION.  The term during which this option may be exercised
expires at the close of business on _________________, 19___ (seven (7) years
after the date of grant), unless terminated earlier under the provisions of
Paragraphs 10, 11 or 12 below.  If the Optionee does not purchase in any option
year the full number of shares which the Optionee is entitled to purchase that
year, the Optionee may purchase in any subsequent option year such previously
unpurchased shares in addition to those the Optionee is otherwise entitled to
purchase.  If this option has been granted prior to approval of the Plan by the
Company's shareholders, this option shall not be exercisable until such approval
is obtained.

This option shall be exercisable on the following date for the following number
of shares:

          VESTING DATE        NUMBER OF SHARES

             ______

     4.   PERSONAL EXERCISE BY OPTIONEE.  This option shall, during the lifetime
of the Optionee, be exercisable only by said Optionee and shall not be
transferable by the Optionee, in whole or in part, other than by will or by the
laws of descent and distribution.


                                         E-11
<PAGE>

     5.   MANNER OF EXERCISE 

          a.   GENERAL.  The Option may be exercised only by Optionee (or other
proper party in the event of death or incapacity), subject to the conditions of
the Plan and subject to such other administrative rules as the Administrator may
deem advisable, by delivering within the option period written notice of
exercise to the Company at its principal office.  The notice shall state the
number of shares as to which the Option is being exercised and shall be
accompanied by payment in full of the option price for all shares designated in
the notice.  The exercise of the Option shall be deemed effective upon receipt
of such notice by the Company and upon payment that complies with the terms of
the Plan and this Agreement.  The Option may be exercised with respect to any
number or all of the shares as to which it can then be exercised and, if
partially exercised, may be exercised as to the unexercised shares any number of
times during the option period as provided herein.

          b.   FORM OF PAYMENT.  Subject to the approval of the Administrator,
payment of the option price by Optionee shall be in the form of cash, personal
check, certified check or previously acquired shares of Common Stock of the
Company, or any combination thereof.  Any stock so tendered as part of such
payment shall be valued at its Fair Market Value as provided in the Plan.  For
purposes of this Agreement, "previously acquired shares of Common Stock" shall
include shares of Common Stock that are already owned by Optionee at the time of
exercise.

          c.   STOCK TRANSFER RECORDS.  As soon as practicable after the
effective exercise of all or any part of the Option, Optionee shall be recorded
on the stock transfer books of the Company as the owner of the shares purchased,
and the Company shall deliver to Optionee one or more duly issued stock
certificates evidencing such ownership.  All requisite original issue or
transfer documentary stamp taxes shall be paid by the Company.

     6.   RIGHTS AS A SHAREHOLDER.  The Optionee shall have no rights as a
shareholder with respect to any shares of Common Stock covered by this option
until the date of the issuance of a stock certificate for such shares.  No
adjustment shall be made for dividends (ordinary or extraordinary, whether in
cash, securities or other property), distributions or other rights for which the
record date is prior to the date such stock certificate is issued, except as
provided in Section 13 of the Plan.

     7.   STOCK OPTION PLAN.  The option evidenced by this Agreement is granted
pursuant to the Plan, a copy of which Plan is attached hereto or has been made
available to the Optionee and is hereby made a part of this Agreement.  This
Agreement is subject to and in all respects limited and conditioned as provided
in the Plan, including, without limitation, the provisions of Section 11 of the
Plan.  The Plan governs this option and the Optionee, and in the event of any
question as to the construction of this Agreement or of a conflict between the
Plan and this Agreement, the Plan shall govern, except as the Plan otherwise
provides.

     8.   WITHHOLDING TAXES.  In order to permit the Company to receive a tax
deduction in connection with the exercise of this option, the Optionee agrees
that as a condition to any exercise of this option, the Optionee will also pay
to the Company, or make arrangements satisfactory to the Company regarding
payment of, any federal, state, local or other taxes required by law to be
withheld with respect to the option's exercise.

     9.   INVESTMENT PURPOSE.  The Company requires, as a condition to the grant
and exercise of this option, that any stock acquired pursuant to this option be
acquired for only investment if, in the opinion of counsel for the Company, such
is required or deemed advisable under securities laws or any other applicable
law, regulation or rule or any government or governmental agency.  In this
regard, if requested by the Company, the Optionee, prior to the acquisition of
any shares pursuant to this option, shall execute an investment letter to the
effect that the Optionee is acquiring shares pursuant to the option for
investment purposes only and not with the intention of making any distribution
of such shares and will not dispose of the shares in violation of the applicable
federal and state securities laws.

     10.  TERMINATION OF STATUS AS A DIRECTOR.  If the Optionee's membership on
the Board of Directors terminates for any reason (including resignation or
removal), other than because of death, disability or retirement (described
below), this option shall terminate on the earlier of:  (i) the close of
business on the three-month anniversary of the date the Optionee ceased to be a
director, and (ii) this option's originally stated expiration date.  In such
period following such termination of Optionee's directorship, the Optionee shall
be entitled to exercise the option to the extent such option was exercisable as
of the date of such termination.  To the extent that the option is not
exercisable as of the date the Optionee's membership on the Board terminates, or
to the extent the Optionee does 


                                         E-12
<PAGE>

not exercise the Option within such three month period, all rights of the
Optionee under the Option shall be forfeited.

     11.  DEATH OF OPTIONEE.  If the Optionee dies (i) while a member of the
Board, (ii) within the three (3) month period following the termination of the
Optionee's membership on the Board as provided under Paragraph 10 above, or
(iii) within the twelve (12) month period following the termination of the
Optionee's membership on the Board due to disability as provided under Paragraph
12 below, this option shall become immediately exercisable in full and may be
exercised only by the person or persons to whom the Optionee's rights under this
option shall have passed by the Optionee's will or by the laws of descent and
distribution until the date such Option expires as specified in Paragraph 3
above.

     12.  DISABILITY.  If the Optionee's membership on the Board of Directors
terminates because of disability, this option shall terminate on the earlier of:
(i) the close of business on the twelve-month anniversary of the date the
Optionee ceased to be a director due to disability, and (ii) this option's
originally stated expiration date.  In such period following such termination of
Optionee's directorship due to disability, the Optionee shall be entitled to
exercise the option to the extent such option was exercisable as of the date of
such termination.  To the extent that the option is not exercisable as of the
date the Optionee's membership on the Board terminates due to disability, or to
the extent the Optionee does not exercise the Option within such twelve month
period, all rights of the Optionee under the Option shall be forfeited.  For
purposes of this Paragraph 12, "disability" shall mean a mental or physical
condition of the Optionee, resulting from illness, injury or disease which, as
determined by the Board, causes the Optionee to resign from the Board and is
reasonably expected to be of long and indefinite duration or result in death.

     13.  RETIREMENT.  If the Optionee's membership on the Board terminates
because of retirement, this Option shall immediately become exercisable to the
extent of 100% of the aggregate number of shares specified in Paragraph 1 above
and shall terminate on the expiration date of this Option stated in Paragraph 3
above.  If Optionee does not exercise the Option within the time specified in
this Paragraph 13, all rights of Optionee under this Option shall be forfeited. 
For purposes of this Paragraph 13, "retirement" shall mean termination of
employment with the Company of Subsidiary after reaching age sixty (60) and
completing a minimum of five (5) years of service with the Company or
Subsidiary.

     14.  RECAPITALIZATIONS, SALES, MERGERS, EXCHANGES, CONSOLIDATIONS,
LIQUIDATION. In the event of a stock dividend or stock split, the number of
shares of Option Stock and option exercise price shall be adjusted as provided
in Section 13 of the Plan.  Similarly, in the event of a sale, merger, exchange,
consolidation or liquidation of the Company, this option shall be adjusted as
provided in Section 13 of the Plan.

     15.  SCOPE OF AGREEMENT.  This Agreement shall bind and inure to the
benefit of the Company and its successors and assigns and the Optionee and any
successor or successors of the Optionee permitted by Paragraph 4 above.

     16.  MISCELLANEOUS.

          a.   LOCKUP PERIOD LIMITATION.  Optionee agrees that in the event the
Company advises Optionee that it plans an underwritten public offering of its
Common Stock in compliance with the Securities Act of 1933, as amended, and that
the underwriter(s) seek to impose restrictions under which certain shareholders
may not sell or contract to sell or grant any option to buy or otherwise dispose
of part or all of their stock purchase rights of the underlying Common Stock,
Optionee hereby agrees that for a period not to exceed 180 days from the
prospectus, Optionee will not sell or contract to sell or grant an option to buy
or otherwise dispose of this option or any of the underlying shares of Common
Stock without the prior written consent of the underwriter(s) or its
representative(s).

          b.   BLUE SKY LIMITATION.  Notwithstanding anything in this Agreement
to the contrary, in the event the Company makes any public offering of its
securities and determines in its sole discretion that it is necessary to reduce
the number of issued but unexercised stock purchase rights so as to comply with
any state securities or Blue Sky law limitations with respect thereto, the Board
of Directors of the Company shall have the right (i) to accelerate the
exercisability of this Option and the date on which this Option must be
exercised, provided that the Company gives Optionee 15 days' prior written
notice of such acceleration, and (ii) to cancel any portion of this Option or
any other option granted to Optionee pursuant to the Plan which is not exercised
prior to or contemporaneously with such public offering.  Notice shall be deemed
given when delivered personally or when 


                                         E-13
<PAGE>

deposited in the United States mail, first class postage prepaid and addressed
to Optionee at the address of Optionee on file with the Company.

          c.   STOCK LEGEND.  The Administrator may require that the
certificates for any shares of Common Stock purchased by Optionee (or, in the
case of death, Optionee's successors) shall bear an appropriate legend to
reflect the restrictions of Paragraph 16(a) and 16(b) of this Agreement.

          d.   ARBITRATION.  Any dispute arising out of or relating to this
Agreement or the alleged breach of it, or the making of this Agreement,
including claims of fraud in the inducement, shall be discussed between the
disputing parties in a good faith effort to arrive at a mutual settlement of any
such controversy.  If, notwithstanding, such dispute cannot be resolved, such
dispute shall be settled by binding arbitration.  Judgment upon the award
rendered by the arbitrator may be entered in any court having jurisdiction
thereof.  The arbitrator shall be a retired state or federal judge or any
attorney who has practiced securities or business litigation for at least 10
years.  If the parties cannot agree on an arbitrator within 20 days, any party
may request that the chief judge of the District Court for Ramsey County,
Minnesota, select an arbitrator.  Arbitration will be conducted pursuant to the
provisions of this Agreement, and the commercial arbitration rules of the
American Arbitration Association, unless such rules are inconsistent with the
provisions of this Agreement.  Limited civil discovery shall be permitted for
the production of documents and taking of depositions.  Unresolved discovery
disputes may be brought to the attention of the arbitrator who may dispose of
such dispute.  The arbitrator shall have the authority to award any remedy or
relief that a court of this state could order or grant; provided, however, that
punitive or exemplary damages shall not be awarded.  The arbitrator may award to
the prevailing part, if any, as determined by the arbitrator, all of its costs
and fees, including the arbitrator's fees, administrative fees, travel expenses,
out-of-pocket expenses and reasonable attorneys' fees.  Unless otherwise agreed
by the parties, the place of any arbitration proceedings shall be Ramsey County,
Minnesota.


                                         E-14
<PAGE>

                                      EXHIBIT C


                         NONQUALIFIED STOCK OPTION AGREEMENT
THIS AGREEMENT, made effective as of this ______ day of ______________, 19___,
by and between Empi, Inc., a Minnesota corporation (the "Company"), and
_________________________ ("Optionee").


                                 W I T N E S S E T H:

     WHEREAS, Optionee on the date hereof is a key employee, officer,
consultant, nonemployee director or advisor of the Company or one of its
Subsidiaries; and

     WHEREAS, the Company wishes to grant a nonqualified stock option to
Optionee to purchase shares of the Company's Common Stock pursuant to the
Company's 1997 Stock Option Plan (the "Plan"); and

     WHEREAS, the Administrator has authorized the grant of a nonqualified stock
option to Optionee and has determined that, as of the effective date of this
Agreement, the fair market value of the Company's Common Stock is $________ per
share;

     NOW, THEREFORE, in consideration of the premises and of the mutual
covenants herein contained, the parties hereto agree as follows:

     1.   GRANT OF OPTION.  The Company hereby grants to Optionee on the date
set forth above (the "Date of Grant"), the right and option (the "Option") to
purchase all or portions of an aggregate of _______________________________ ( )
shares of Common Stock at a per share price of $_____________ on the terms and
conditions set forth herein, and subject to adjustment pursuant to Section 13 of
the Plan.  This Option is a nonqualified stock option and will not be treated as
an incentive stock option, as defined under Section 422, or any successor
provision, of the Internal Revenue Code of 1986, as amended (the "Code"), and
the regulations thereunder.

     2.   DURATION AND EXERCISABILITY.

          a.   The term during which this Option may be exercised shall
terminate on __________________________, ________, except as otherwise provided
in Paragraphs 2(b) through 2(e) below.  This Option shall become exercisable 
according to the following schedule:

                                             Percentage/Number
               Vesting Date                       of Shares 
               ------------                  --------------

Once the Option becomes exercisable to the extent of one hundred percent (100%)
of the aggregate number of shares specified in Paragraph 1, Optionee may
continue to exercise this Option under the terms and conditions of this
Agreement until the termination of the Option as provided herein.  If Optionee
does not purchase upon an exercise of this Option the full number of shares
which Optionee is then entitled to purchase, Optionee may purchase upon any
subsequent exercise prior to this Option's termination such previously
unpurchased shares in addition to those Optionee is otherwise entitled to
purchase.  

          b.   TERMINATION OF RELATIONSHIP (OTHER THAN CHANGE OF CONTROL, DEATH
OR RETIREMENT).  If Optionee ceases to be an employee, consultant, nonemployee
director or an advisor of the Company or any Subsidiary for any reason other
than because of a "change of control transaction" as described in Paragraph 2(c)
or because of retirement or death, this Option shall completely terminate on the
earlier of (i) the close of business on the one-month anniversary date of the
termination of all such relationships, and (ii) the expiration date of this
Option stated in Paragraph 2(a) above.  In such period following such
termination, this Option shall be exercisable only to the extent the Option was
exercisable on the vesting date immediately preceding the date on which all of
Optionee's relationships with the Company or Subsidiary have terminated, but had
not previously been exercised.  To the extent this Option was not exercisable
upon the termination of such relationship, or if Optionee does not exercise the
Option within the time specified in this Paragraph 2(b), all rights of Optionee
under this Option shall be forfeited.


                                         E-15
<PAGE>

          c.   CHANGE OF CONTROL.  If Optionee ceases to be an employee,
consultant, nonemployee director or advisor of the Company or any Subsidiary
because of a "change of control transaction," this Option shall completely
terminate on the earlier of (i) the close of business on the one-month
anniversary date of the termination of all such relationships, and (ii) the
expiration date of this Option stated in Paragraph 2 above; provided, however,
that if such transaction is treated as a "pooling of interests" under generally
accepted accounting principles, and Optionee is an "affiliate" of the Company or
Subsidiary under applicable legal and accounting principles, this Option shall
completely terminate on the later of (A) the close of business on the one-month
anniversary date of such termination of employment or (B) the close of business
on the date that is sixty (60) days after the date on which affiliates are no
longer restricted from selling, transferring or otherwise disposing of the
shares of stock received in the change of control transaction.  In such period
following such termination, this Option shall be fully exercisable unless the
acceleration of the exercisability of this Option has been prevented as provided
in Section 13 of the Plan, in which case this Option shall be exercisable only
to the extent the Option was exercisable on the vesting date immediately
preceding the date on which all of Optionee's relationships with the Company or
Subsidiary have terminated, but had not previously been exercised.  To the
extent this Option was not exercisable upon such termination of such
relationships, or if Optionee does not exercise the Option within the time
specified in this Paragraph 2(c), all rights of Optionee under this Option shall
be forfeited.  

               For purposes of this Paragraph 2(c), a "change of control
transaction" means an acquisition of the Company through the sale of
substantially all of the Company's assets and the consequent discontinuance of
its business or through a merger, consolidation, exchange, reorganization,
reclassification, extraordinary dividend, divestiture or liquidation of the
Company.

          d.   DEATH.  In the event of Optionee's death, this Option shall
terminate on the earlier of (i) the close of business on the six-month
anniversary date of the date of Optionee's death, and (ii) the expiration date
of this Option stated in Paragraph 2(a) above.  In such period following
Optionee's death, this Option may be exercised by the person or persons to whom
Optionee's rights under this Option shall have passed by Optionee's will or by
the laws of descent and distribution only to the extent the Option was
exercisable on the vesting date immediately preceding the date of Optionee's
death.  If such person or persons fail to exercise this Option within the time
specified in this Paragraph 2(d), all rights under this Option shall be
forfeited.

          e.   RETIREMENT.  If Optionee's employment with the Company or any
Subsidiary terminates because of retirement, this Option shall immediately
become exercisable to the extent of 100% of the aggregate number of shares
specified in Paragraph 1 above and shall terminate on the expiration date of
this Option stated in Paragraph 2(a) above.  If Optionee does not exercise the
Option within the time specified in this Paragraph 2(e) all rights of Optionee
under this Option shall be forfeited.  For purposes of this Paragraph 2(e)
"retirement" shall mean termination of employment with the Company or Subsidiary
after reaching age fifty-five (55) and completing a minimum of ten (10) years of
service with the Company or Subsidiary.

               Notwithstanding the foregoing, if, during the period that this
Option remains exercisable, Optionee directly or indirectly, engages in (whether
as an employee, consultant, proprietor, partner, director or otherwise), has any
ownership interest in, or participates in the financing, operation, management
or control of any firm, corporation or business that engages in or intends to
engage in business that is in direct competition with the Company's principal
business as defined and discussed in the documents filed by the Company with the
Securities Exchange Commission (collectively referred to as "competitive
activity"), this Option shall immediately terminate on the date on which
Optionee first engages in such competitive activity or, if earlier, on the
expiration date of this Option stated in Paragraph 2(a) above, and all rights of
Optionee under this Option shall be immediately forfeited.

     3.    MANNER OF EXERCISE.

          a.   GENERAL.  The Option may be exercised only by Optionee (or other
proper party in the event of death or incapacity), subject to the conditions of
the Plan and subject to such other administrative rules as the Administrator may
deem advisable, by delivering within the option period written notice of
exercise to the Company at its principal office.  The notice shall state the
number of shares as to which the Option is being exercised and shall be
accompanied by payment in full of the option price for all shares designated in
the notice.  The exercise of the Option shall be deemed effective upon receipt
of such notice by the Company and upon payment that complies with the terms of
the Plan and this Agreement.  The Option may be exercised with respect to any
number or all of the shares as to which it can then be exercised and, if
partially exercised, may be exercised as to the unexercised shares any number of
times during the option period as provided herein.



                                         E-16
<PAGE>

          b.   FORM OF PAYMENT.  Subject to the approval of the Administrator,
payment of the option price by Optionee shall be in the form of cash, personal
check, certified check or previously acquired shares of Common Stock of the
Company, or any combination thereof.  Any stock so tendered as part of such
payment shall be valued at its Fair Market Value as provided in the Plan.  For
purposes of this Agreement, "previously acquired shares of Common Stock" shall
include shares of Common Stock that are already owned by Optionee at the time of
exercise.

          c.   STOCK TRANSFER RECORDS.  As soon as practicable after the
effective exercise of all or any part of the Option, Optionee shall be recorded
on the stock transfer books of the Company as the owner of the shares purchased,
and the Company shall deliver to Optionee one or more duly issued stock
certificates evidencing such ownership.  All requisite original issue or
transfer documentary stamp taxes shall be paid by the Company.

     4.   MISCELLANEOUS.

          a.   RIGHTS AS SHAREHOLDER.  This Agreement shall not confer on
Optionee any right with respect to the continuance of any relationship with the
Company or any of its Subsidiaries, nor will it interfere in any way with the
right of the Company to terminate any such relationship.  Optionee shall have no
rights as a shareholder with respect to shares subject to this Option until such
shares have been issued to Optionee upon exercise of this Option.  No adjustment
shall be made for dividends (ordinary or extraordinary, whether in cash,
securities or other property), distributions or other rights for which the
record date is prior to the date such shares are issued, except as provided in
Section 13 of the Plan.

          b.   SECURITIES LAW COMPLIANCE.  The exercise of all or any parts of
this Option shall only be effective at such time as counsel to the Company shall
have determined that the issuance and delivery of Common Stock pursuant to such
exercise will not violate any state or federal securities or other laws. 
Optionee may be required by the Company, as a condition of the effectiveness of
any exercise of this Option, to agree in writing that all Common Stock to be
acquired pursuant to such exercise shall be held, until such time that such
Common Stock is registered and freely tradable under applicable state and
federal securities laws, for Optionee's own account without a view to any
further distribution thereof and that such shares will be not transferred or
disposed of except in compliance with applicable state and federal securities
laws.  

          c.   MERGERS, RECAPITALIZATIONS, STOCK SPLITS, ETC.  Pursuant and
subject to Section 13 of the Plan, certain changes in the number or character of
the Common Stock of the Company (through sale, merger, consolidation, exchange,
reorganization, divestiture (including a spin-off), liquidation,
recapitalization, stock split, stock dividend or otherwise) shall result in an
adjustment, reduction or enlargement, as appropriate, in Optionee's rights with
respect to any unexercised portion of the Option (i.e., Optionee shall have such
"anti-dilution" rights under the Option with respect to such events, but shall
not have "preemptive" rights).

          d.   SHARES RESERVED.  The Company shall at all times during the
option period reserve and keep available such number of shares as will be
sufficient to satisfy the requirements of this Agreement.

          e.   WITHHOLDING TAXES.  In order to permit the Company to comply with
all applicable federal or state income tax laws or regulations, the Company may
take such action as it deems appropriate to insure that, if necessary, all
applicable federal or state payroll, income or other taxes are withheld from any
amounts payable by the Company to Optionee.  If the Company is unable to
withhold such federal and state taxes, for whatever reason, Optionee hereby
agrees to pay to the Company an amount equal to the amount the Company would
otherwise be required to withhold under federal or state law.  Optionee may,
subject to the approval and discretion of the Administrator or such
administrative rules it may deem advisable, elect to have all or a portion of
such tax withholding obligations satisfied by delivering shares of the Company's
Common Stock having a fair market value equal to such obligations.   

          f.   NONTRANSFERABILITY.  During the lifetime of Optionee, the accrued
Option shall be exercisable only by Optionee or by the Optionee's guardian or
other legal representative, and shall not be assignable or transferable by
Optionee, in whole or in part, other than by will or by the laws of descent and
distribution.

          g.   1997 STOCK OPTION PLAN.  The Option evidenced by this Agreement
is granted pursuant to the Plan, a copy of which Plan has been made available to
Optionee and is hereby incorporated into this Agreement.  This Agreement is
subject to and in all respects limited and conditioned as provided in the Plan. 
The Plan governs this Option and, in the event of any questions as to the
construction of this Agreement or in the event of a conflict between the Plan
and this Agreement, the Plan shall govern, except as the Plan otherwise
provides.


                                         E-17
<PAGE>

          h.   LOCKUP PERIOD LIMITATION.  Optionee agrees that in the event the
Company advises Optionee that it plans an underwritten public offering of its
Common Stock in compliance with the Securities Act of 1933, as amended, and that
the underwriter(s) seek to impose restrictions under which certain shareholders
may not sell or contract to sell or grant any option to buy or otherwise dispose
of part or all of their stock purchase rights of the underlying Common Stock,
Optionee hereby agrees that for a period not to exceed 180 days from the
prospectus, Optionee will not sell or contract to sell or grant an option to buy
or otherwise dispose of this option or any of the underlying shares of Common
Stock without the prior written consent of the underwriter(s) or its
representative(s).

          i.   BLUE SKY LIMITATION.  Notwithstanding anything in this Agreement
to the contrary, in the event the Company makes any public offering of its
securities and determines in its sole discretion that it is necessary to reduce
the number of issued but unexercised stock purchase rights so as to comply with
any state securities or Blue Sky law limitations with respect thereto, the Board
of Directors of the Company shall have the right (i) to accelerate the
exercisability of this Option and the date on which this Option must be
exercised, provided that the Company gives Optionee 15 days' prior written
notice of such acceleration, and (ii) to cancel any portion of this Option or
any other option granted to Optionee pursuant to the Plan which is not exercised
prior to or contemporaneously with such public offering.  Notice shall be deemed
given when delivered personally or when deposited in the United States mail,
first class postage prepaid and addressed to Optionee at the address of Optionee
on file with the Company.

          j.   ACCOUNTING COMPLIANCE.  Optionee agrees that, in the event a
"change of control transaction" (as defined in Paragraph 2(c) above) is treated
as a "pooling of interests" under generally accepted accounting principles and
Optionee is an "affiliate" of the Company or any Subsidiary (as defined in
applicable legal and accounting principles) at the time of such change of
control transaction, Optionee will comply with all requirements of Rule 145 of
the Securities Act of 1933, as amended, and the requirements of such other legal
or accounting principles, and will execute any documents necessary to ensure
such compliance.  

          k.   STOCK LEGEND.  The Administrator may require that the
certificates for any shares of Common Stock purchased by Optionee (or, in the
case of death, Optionee's successors) shall bear an appropriate legend to
reflect the restrictions of Paragraph 4(b), 4(h), 4(i) and 4(j) of this
Agreement.

          l.   SCOPE OF AGREEMENT.  This Agreement shall bind and inure to the
benefit of the Company and its successors and assigns and Optionee and any
successor or successors of Optionee permitted by Paragraph 2 or Paragraph 4(f)
above.

          m.   ARBITRATION.  Any dispute arising out of or relating to this
Agreement or the alleged breach of it, or the making of this Agreement,
including claims of fraud in the inducement, shall be discussed between the
disputing parties in a good faith effort to arrive at a mutual settlement of any
such controversy.  If, notwithstanding, such dispute cannot be resolved, such
dispute shall be settled by binding arbitration.  Judgment upon the award
rendered by the arbitrator may be entered in any court having jurisdiction
thereof.  The arbitrator shall be a retired state or federal judge or an
attorney who has practiced securities or business litigation for at least 10
years.  If the parties cannot agree on an arbitrator within 20 days, any party
may request that the chief judge of the District Court for Ramsey County,
Minnesota, select an arbitrator.  Arbitration will be conducted pursuant to the
provisions of this Agreement, and the commercial arbitration rules of the
American Arbitration Association, unless such rules are inconsistent with the
provisions of this Agreement.  Limited civil discovery shall be permitted for
the production of documents and taking of depositions.  Unresolved discovery
disputes may be brought to the attention of the arbitrator who may dispose of
such dispute.  The arbitrator shall have the authority to award any remedy or
relief that a court of this state could order or grant; provided, however, that
punitive or exemplary damages shall not be awarded.  The arbitrator may award to
the prevailing party, if any, as determined by the arbitrator, all of its costs
and fees, including the arbitrator's fees, administrative fees, travel expenses,
out-of-pocket expenses and reasonable  attorneys' fees.  Unless otherwise agreed
by the parties, the place of any arbitration proceedings shall be Ramsey County,
Minnesota.


                                         E-18
<PAGE>

                                      EXHIBIT D

                           INCENTIVE STOCK OPTION AGREEMENT


     THIS AGREEMENT, MADE EFFECTIVE AS OF THIS ____ day of _____________,
19____, by and between Empi, Inc., a Minnesota corporation (the "Company"), and
___________________ ("Optionee").

                                 W I T N E S S E T H:

     WHEREAS, Optionee on the date hereof is a key employee or officer of the
Company or one of its Subsidiaries; and

     WHEREAS, the Company wishes to grant an incentive stock option to Optionee
to purchase shares of the Company's Common Stock pursuant to the Company's 1997
Stock Option Plan (the "Plan"); and

     WHEREAS, the Administrator of the Plan has authorized the grant of an
incentive stock option to Optionee and has determined that, as of the effective
date of this Agreement, the fair market value of the Company's Common Stock is
$_____ per share;

     NOW, THEREFORE, in consideration of the premises and of the mutual
covenants herein contained, the parties hereto agree as follows:

     1.   GRANT OF OPTION.  The Company hereby grants to Optionee on the date
set forth above (the "Date of Grant"), the right and option (the "Option") to
purchase all or portions of an aggregate of ________________________________
(____) shares of Common Stock at a per share price of $________ on the terms and
conditions set forth herein, and subject to adjustment pursuant to Section 13 of
the Plan.  Except as otherwise provided in Paragraphs 2(b) and 2(c), this Option
is intended to be an incentive stock option within the meaning of Section 422,
or any successor provision, of the Internal Revenue Code of 1986, as amended
(the "Code"), and the regulations thereunder.

     2.   DURATION AND EXERCISABILITY.

          a.   The term during which this Option may be exercised shall
terminate on _____________________, ________, except as otherwise provided in
Paragraphs 2(b) through 2(e) below.  This Option shall become exercisable
according to the following schedule:

                                   Percentage/Number
          Vesting Date                  of Shares
          ---------------          --------------



Once the Option becomes exercisable to the extent of one hundred percent (100%)
of the aggregate number of shares specified in Paragraph 1, Optionee may
continue to exercise this Option under the terms and conditions of this
Agreement until the termination of the Option as provided herein.  If Optionee
does not purchase upon an exercise of this Option the full number of shares
which Optionee is then entitled to purchase, Optionee may purchase upon any
subsequent exercise prior to this Option's termination such previously
unpurchased shares in addition to those Optionee is otherwise entitled to
purchase.

          b.   TERMINATION OF EMPLOYMENT (OTHER THAN CHANGE OF CONTROL,
RETIREMENT OR DEATH).  If Optionee's employment with the Company or any
Subsidiary is terminated for any reason other than because of a "change of
control transaction" as described in Paragraph 2(c) or because of retirement or
death, this Option shall completely terminate on the earlier of (i) the close of
business on the one-month anniversary date of such termination of employment,
and (ii) the expiration date of this Option stated in Paragraph 2 above.  

               Notwithstanding the foregoing, if, upon such termination of
employment, Optionee continues to serve as a consultant, advisor or nonemployee
director of the Company or Subsidiary, this Option shall terminate on the
earlier of (i) the close of business on the one-month anniversary date of the
termination of all of Optionee's relationships with the Company or Subsidiary,
and (ii) the expiration date of this Option stated in Paragraph 


                                         E-19
<PAGE>

2(a) above, and the Option shall not, upon Optionee's termination of employment,
be treated as an incentive stock option within the meaning of Code Section 422.]

               In such period following the termination of Optionee's
employment, this Option shall be exercisable only to the extent the Option was
exercisable on the vesting date immediately preceding such termination of
employment, but had not previously been exercised.  To the extent this Option
was not exercisable upon such termination of employment, or if Optionee does not
exercise the Option within the time specified in this Paragraph 2(b), all rights
of Optionee under this Option shall be forfeited.

          c.   CHANGE OF CONTROL.  If Optionee's employment with the Company or
any Subsidiary is terminated because of a "change of control transaction," this
Option shall completely terminate on the earlier of (i) the close of business on
the one-month anniversary date of such termination of employment, and (ii) the
expiration date of this Option stated in Paragraph 2 above; provided, however,
that if (x) such transaction is treated as a "pooling of interests" under
generally accepted accounting principles, and (y) Optionee is an "affiliate" of
the Company or Subsidiary under applicable legal and accounting principles, this
Option shall completely terminate on the later of (A) the close of business on
the  one-month anniversary date of such termination of employment or (B) the
close of business on the date that is sixty (60) days after the date on which
affiliates are no longer restricted from selling, transferring or otherwise
disposing of the shares of stock received in the change of control transaction.

               Notwithstanding the foregoing, if, upon such termination of
employment, Optionee continues to serve as a consultant, advisor or nonemployee
director of the Company or Subsidiary, this Option shall terminate on the later
of (X) the close of business on the ONE-month anniversary date of the
termination of all of Optionee's relationships with the Company or Subsidiary
and (Y) the close of business on the date that is sixty (60) days after the date
on which affiliates are no longer restricted from selling, transferring or
otherwise disposing of the shares of stock received in the change of control
transaction.  In addition, this Option shall not, upon Optionee's termination of
employment, be treated as an incentive stock option within the meaning of Code
Section 422. 

               In such period following the termination of Optionee's
employment, this Option shall be fully exercisable unless the acceleration of
the exercisability of this Option has been prevented as provided in Section 13
of the Plan, in which case this Option shall be exercisable only to the extent
the Option was exercisable on the vesting date immediately preceding such
termination of employment, but had not previously been exercised.  To the extent
this Option was not exercisable upon such termination of employment, or if
Optionee does not exercise the Option within the time specified in this
Paragraph 2(c), all rights of Optionee under this Option shall be forfeited. 

               For purposes of this Paragraph 2(c), a "change of control
transaction" means an acquisition of the Company through the sale of
substantially all of the Company's assets and the consequent discontinuance of
its business or through a merger, consolidation, exchange, reorganization,
reclassification, extraordinary dividend, divestiture (including a spin-off) or
liquidation of the Company.

          d.   DEATH.  In the event of Optionee's death, this Option shall
terminate on the earlier of (i) the close of business on the six-month
anniversary date of the date of Optionee's death, and (ii) the expiration date
of this Option stated in Paragraph 2(a) above.  In such period following
Optionee's death, this Option shall be exercisable by the person or persons to
whom Optionee's rights under this Option shall have passed by Optionee's will or
by the laws of descent and distribution only to the extent the Option was
exercisable on the vesting date immediately preceding the date of Optionee's
death.  If such person or persons do not exercise this Option within the time
specified in this Paragraph 2(d), all rights under this Option shall be
forfeited.

          e.   RETIREMENT.  If Optionee's employment with the Company or any
Subsidiary terminates because of retirement, this Option shall immediately
become exercisable to the extent of 100% of the aggregate number of shares
specified in Paragraph 1 above and shall terminate on the expiration date of
this Option stated in Paragraph 2(a) above; provided, however, that if Optionee
exercises this Option on a date that is after the three-month anniversary of
Optionee's retirement, this Option shall not be treated as an incentive stock
option within the meaning of Code Section 422.  If Optionee does not exercise
the Option within the time specified in this Paragraph 2(e), all rights of
Optionee under this Option shall be forfeited.  For purposes of this Paragraph
2(e), "retirement" shall mean termination of employment with the Company or
Subsidiary after reaching age fifty-five (55) and completing a minimum of ten
(10) years of service with the Company or Subsidiary.

               Notwithstanding the foregoing, if, during the period that this
Option remains exercisable, Optionee directly or indirectly, engages in (whether
as an employee, consultant, proprietor, partner, director or otherwise), has any
ownership interest in, or participates in the financing, operation, management
or control of any 


                                         E-20
<PAGE>

firm, corporation or business that engages in or intends to engage in business
that is in direct competition with the Company's principal business as defined
and discussed in the documents filed by the Company with the Securities Exchange
Commission (collectively referred to as "competitive activity"), this Option
shall immediately terminate on the date on which Optionee first engages in such
competitive activity or, if earlier, on the expiration date of this Option
stated in Paragraph 2(a) above, and all rights of Optionee under this Option
shall be immediately forfeited.

     3.   MANNER OF EXERCISE.

          a.   GENERAL.  The Option may be exercised only by Optionee (or other
proper party in the event of death or incapacity), subject to the conditions of
the Plan and subject to such other administrative rules as the Administrator may
deem advisable, by delivering within the Option Period written notice of
exercise to the Company at its principal office. The notice shall state the
number of shares as to which the Option is being exercised and shall be
accompanied by payment in full of the Option price for all shares designated in
the notice.  The exercise of the Option shall be deemed effective upon receipt
of such notice by the Company and upon payment that complies with the terms of
the Plan and this Agreement.  The Option may be exercised with respect to any
number or all of the shares as to which it can then be exercised and, if
partially exercised, may be so exercised as to the unexercised shares any number
of times during the Option period as provided herein.

          b.   FORM OF PAYMENT.  Subject to approval by the Administrator,
payment of the Option price by Optionee shall be in the form of cash, personal
check, certified check or previously acquired shares of Common Stock of the
Company, or any combination thereof.  Any stock so tendered as part of such
payment shall be valued at its Fair Market Value as provided in the Plan.  For
purposes of this Agreement, "previously acquired shares of Common Stock" shall
include shares of Common Stock that are already owned by Optionee at the time of
exercise.   

          c.   STOCK TRANSFER RECORDS.  As soon as practicable after the
effective exercise of all or any part of the Option, Optionee shall be recorded
on the stock transfer books of the Company as the owner of the shares purchased,
and the Company shall deliver to Optionee one or more duly issued stock
certificates evidencing such ownership.  All requisite original issue or
transfer documentary stamp taxes shall be paid by the Company.  

     4.   MISCELLANEOUS.

          a.   EMPLOYMENT; RIGHTS AS SHAREHOLDER.  This Agreement shall not
confer on Optionee any right with respect to continuance of employment by the
Company or any of its Subsidiaries, nor will it interfere in any way with the
right of the Company to terminate such employment.  Optionee shall have no
rights as a shareholder with respect to shares subject to this Option until such
shares have been issued to Optionee upon exercise of this Option.  No adjustment
shall be made for dividends (ordinary or extraordinary, whether in cash,
securities or other property), distributions or other rights for which the
record date is prior to the date such shares are issued, except as provided in
Section 13 of the Plan.

          b.   SECURITIES LAW COMPLIANCE.  The exercise of all or any parts of
this Option shall only be effective at such time as counsel to the Company shall
have determined that the issuance and delivery of Common Stock pursuant to such
exercise will not violate any state or federal securities or other laws. 
Optionee may be required by the Company, as a condition of the effectiveness of
any exercise of this Option, to agree in writing that all Common Stock to be
acquired pursuant to such exercise shall be held, until such time that such
Common Stock is registered and freely tradable under applicable state and
federal securities laws, for Optionee's own account without a view to any
further distribution thereof, that the certificates for such shares shall bear
an appropriate legend to that effect and that such shares will be not
transferred or disposed of except in compliance with applicable state and
federal securities laws.  

          c.   MERGERS, RECAPITALIZATIONS, STOCK SPLITS, ETC.  Pursuant and
subject to Section 13 of the Plan, certain changes in the number or character of
the Common Stock of the Company (through sale, merger, consolidation, exchange,
reorganization, divestiture (including a spin-off), liquidation,
recapitalization, stock split, stock dividend or otherwise) shall result in an
adjustment, reduction or enlargement, as appropriate, in Optionee's rights with
respect to any unexercised portion of the Option (I.E., Optionee shall have such
"anti-dilution" rights under the Option with respect to such events, but shall
not have "preemptive" rights).

          d.   SHARES RESERVED.  The Company shall at all times during the
option period reserve and keep available such number of shares as will be
sufficient to satisfy the requirements of this Agreement.

          e.   WITHHOLDING TAXES ON DISQUALIFYING DISPOSITION.  In the event of
a disqualifying disposition of the shares acquired through the exercise of this
Option, Optionee hereby agrees to inform the Company 


                                         E-21
<PAGE>

of such disposition.  Upon notice of a disqualifying disposition, the Company
may take such action as it deems appropriate to insure that, if necessary to
comply with all applicable federal or state income tax laws or regulations, all
applicable federal and state payroll, income or other taxes are withheld from
any amounts payable by the Company to Optionee.  If the Company is unable to
withhold such federal and state taxes, for whatever reason, Optionee hereby
agrees to pay to the Company an amount equal to the amount the Company would
otherwise be required to withhold under federal or state law.  Optionee may,
subject to the approval and discretion of the Administrator or such
administrative rules it may deem advisable, elect to have all or a portion of
such tax withholding obligations satisfied by delivering shares of the Company's
Common Stock having a fair market value equal to such obligations.

          f.   NONTRANSFERABILITY.  During the lifetime of Optionee, the accrued
Option shall be exercisable only by Optionee or by the Optionee's guardian or
other legal representative, and shall not be assignable or transferable by
Optionee, in whole or in part, other than by will or by the laws of descent and
distribution.

          g.   1997 STOCK OPTION PLAN.  The Option evidenced by this Agreement
is granted pursuant to the Plan, a copy of which Plan has been made available to
Optionee and is hereby incorporated into this Agreement.  This Agreement is
subject to and in all respects limited and conditioned as provided in the Plan. 
The Plan governs this Option and, in the  event of any questions as to the
construction of this Agreement or in the event of a conflict between the Plan
and this Agreement, the Plan shall govern, except as the Plan otherwise
provides.

          h.   LOCKUP PERIOD LIMITATION.  Optionee agrees that in the event the
Company advises Optionee that it plans an underwritten public offering of its
Common Stock in compliance with the Securities Act of 1933, as amended, and that
the underwriter(s) seek to impose restrictions under which certain shareholders
may not sell or contract to sell or grant any option to buy or otherwise dispose
of part or all of their stock purchase rights of the underlying Common Stock,
Optionee hereby agrees that for a period not to exceed 180 days from the
prospectus, Optionee will not sell or contract to sell or grant an option to buy
or otherwise dispose of this option or any of the underlying shares of Common
Stock without the prior written consent of the underwriter(s) or its
representative(s).

          i.   BLUE SKY LIMITATION.  Notwithstanding anything in this Agreement
to the contrary, in the event the Company makes any public offering of its
securities and determines in its sole discretion that it is necessary to reduce
the number of issued but unexercised stock purchase rights so as to comply with
any state securities or Blue Sky law limitations with respect thereto, the Board
of Directors of the Company shall have the right (i) to accelerate the
exercisability of this Option and the date on which this Option must be
exercised, provided that the Company gives Optionee 15 days' prior written
notice of such acceleration, and (ii) to cancel any portion of this Option or
any other option granted to Optionee pursuant to the Plan which is not exercised
prior to or contemporaneously with such public offering.  Notice shall be deemed
given when delivered personally or when deposited in the United States mail,
first class postage prepaid and addressed to Optionee at the address of Optionee
on file with the Company.

          j.   ACCOUNTING COMPLIANCE.  Optionee agrees that, in the event a
"change of control transaction" (as defined in Paragraph 4(g) above) is treated
as a "pooling of interests" under generally accepted accounting principles and
Optionee is an "affiliate" of the Company or any Subsidiary (as defined in
applicable legal and accounting principles) at the time of such change of
control transaction, Optionee will comply with all requirements of Rule 145 of
the Securities Act of 1933, as amended, and the requirements of such other legal
or accounting principles, and will execute any documents necessary to ensure
such compliance.  

          k.   STOCK LEGEND.  The Administrator may require that the
certificates for any shares of Common Stock purchased by Optionee (or, in the
case of death, Optionee's successors) bear an appropriate legend to reflect the
restrictions of Paragraphs 4(b), 4(h), 4(i) and 4(j) of this Agreement.

          l.   SCOPE OF AGREEMENT.  This Agreement shall bind and inure to the
benefit of the Company and its successors and assigns and Optionee and any
successor or successors of Optionee permitted by Paragraph 2 or Paragraph 4(f)
above.

          m.   ARBITRATION.  Any dispute arising out of or relating to this
Agreement or the alleged breach of it, or the making of this Agreement,
including claims of fraud in the inducement, shall be discussed between the
disputing parties in a good faith effort to arrive at a mutual settlement of any
such controversy.  If, notwithstanding, such dispute cannot be resolved, such
dispute shall be settled by binding arbitration.  Judgment upon the award
rendered by the arbitrator may be entered in any court having jurisdiction
thereof.  The arbitrator shall be a retired state or federal judge or an
attorney who has practiced securities or business litigation for at least 10
years.  If the parties cannot agree on an arbitrator within 20 days, any party
may request that the chief judge of the District Court for Ramsey County,
Minnesota, select an arbitrator.  Arbitration will be conducted pursuant to the
provisions of this 


                                         E-22
<PAGE>

Agreement, and the commercial arbitration rules of the American Arbitration
Association, unless such rules are inconsistent with the provisions of this
Agreement.  Limited civil discovery shall be permitted for the production of
documents and taking of depositions.  Unresolved discovery disputes may be
brought to the attention of the arbitrator who may dispose of such dispute.  The
arbitrator shall have the authority to award any remedy or relief that a court
of this state could order or grant; provided, however, that punitive or
exemplary damages shall not be awarded.  The arbitrator may award to the
prevailing party, if any, as determined by the arbitrator, all of its costs and
fees, including the arbitrator's fees, administrative fees, travel expenses,
out-of-pocket expenses and reasonable  attorneys' fees.  Unless otherwise agreed
by the parties, the place of any arbitration proceedings shall be Ramsey County,
Minnesota.


                                         E-23