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Exhibit 10(o)

SEPARATION AND CONSULTING AGREEMENT

This Separation and Consulting Agreement (the "Agreement") is made and entered into on July 31, 2000 by and between Daniel H. Schyma ("Schyma"), a
Minnesota resident, and Minntech Corporation ("Company"), a Minnesota corporation.

BACKGROUND

A.  Schyma
has been employed by the Company for thirteen years, and has served most recently as Vice President Sales and Marketing.

B.
By agreement of the parties, Schyma's separation from the Company will be effective July 14, 2000 (the "Effective Date").

C.
The parties are concluding their employment relationship amicably, but mutually recognize that any employment relationship may give rise to potential claims or liabilities.

D.
The parties expressly deny that they may be liable to each other on any basis or that they have engaged in any improper or unlawful conduct or wrongdoing against each other, and
Schyma and the Company desire to resolve all issues potentially in dispute between them.

E.
Schyma and the Company have agreed to a full settlement of all issues potentially in dispute between them.

F.
One of the purposes of this Agreement is to provide for the exchange of consideration between the parties, to provide for the exchange of releases of claims and potential claims
between the parties, and to consolidate within one document the parties' continuing obligations to each other.

NOW,
THEREFORE, in consideration of the mutual promises and provisions contained in this Agreement and the Releases referred to below, the parties agree as follows:

1.Release of Claims by Schyma.Concurrently with the execution of this
Agreement, Schyma will execute a release, in the form attached to this Agreement as Exhibit A ("Schyma Release"), in favor of the Company, its insurers, affiliates, divisions, directors,
officers, employees, agents, successors, and assigns. This Agreement shall not be interpreted or construed to limit the Schyma Release in any manner. The existence of any dispute respecting the
interpretation of this Agreement or the alleged breach of this Agreement will not nullify or otherwise affect the validity or enforceability of the Schyma Release.

2.Release of Claims by the Company.Concurrently with the execution of this
Agreement, the Company will also execute a release, in the form attached to this Agreement as Exhibit B ("Minntech Release"), in favor of Schyma and his heirs, successors, representatives, and
assigns. This Agreement shall not be interpreted or construed to limit the Minntech Release in any manner. The existence of any dispute respecting the interpretation of this Agreement or the alleged
breach of this Agreement will not nullify or otherwise affect the validity or enforceability of the Minntech Release.

4.Payments.In consideration of Schyma's past services to the Company as an
employee and officer of the Company and his agreement not to enter into competition with the Company as provided in this Agreement, the Company will make the payments set forth in subparagraph 3.a.
below to Schyma or for his benefit, but only if (i) Schyma has not rescinded this Agreement or the Schyma Release within the applicable rescission period; and (ii) the Company has
received written confirmation from Schyma, in the form attached to this Agreement as Exhibit C, dated not earlier than the day after the expiration of the applicable rescission period, that
Schyma has not rescinded and will not rescind this Agreement or the Schyma Release. Payment of any amount set forth below will not modify or terminate the parties' obligations to each other as
established by this Agreement. The payments set forth below will be sent by first-class mail to Schyma's last known residence address, unless he advises the Company in writing that he wants the
payments sent to a different address.

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4.Stock Options.(a) Schyma is a participant in the Company's 1989 and
1998 Stock Option Plans (the "Stock Plans"). Under the terms of the Stock Plans and Schyma's agreements relating to options to purchase shares of the Company's common stock (the "Option Agreements"),
as of July 14, 2000 Schyma is fully vested in options to purchase a total of 142,775 shares of the common stock of the Company, which are listed in Schedule 1 attached to this Agreement
(the "Stock Options"). Schyma understands that if he does not exercise his incentive stock options to purchase 45,306 shares of common stock of the Company (the "45,306 Shares") on or before
October 14, 2000, then the 45,306 Shares will become nonqualified stock options. The Stock Options shall be exercisable in whole or in part during the term of this Agreement until the end of
the business day on July 13, 2001, thus extending the period to exercise such options under the Option Agreements in respect thereof by an additional nine-month period.

(b) If
Schyma rescinds this Agreement and the Schyma Release prior to the termination of the applicable rescission period, then he must exercise the Stock Options on or
before October 14, 2000 or the Stock Options shall lapse.

5.Insurance Continuation.



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6.Retirement Plans.Schyma is a participant in the Minntech Profit Sharing and
Retirement Plan and in the Supplemental Executive Retirement Plan (the "Retirement Plans"). Schyma will be entitled to begin drawing his retirement benefits at the times and under the terms and
conditions set forth in the Retirement Plans.

7.No-Competition, Non-Solicitation, and Non-Disclosure
Agreements.



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8.Company Cooperation.The Company will ensure that all proper steps are
followed to comply with Schyma's written instructions with respect to his stock options, retirement benefits, and health and life insurance benefits, and will provide him with information that he
reasonably requires in accordance with the applicable employee benefit plans sponsored by the Company in which he is a participant.

9.Indemnification.Notwithstanding Schyma's separation from the Company, with
respect to events that occurred during his tenure as an employee or officer of the Company, Schyma will be entitled, as a
former employee or officer of the Company, to the same rights that are afforded to senior executive officers of the Company, now or in the future, to indemnification and advancement of expenses
provided in the charter documents of the Company and under applicable law or otherwise, and to coverage and a legal defense under any applicable general liability and/or directors' and officers'
liability insurance policies maintained by the Company.

10.Schyma Representation.Schyma represents that, during the entire period
that he was an employee or officer of the Company, he acted in good faith, had no reasonable cause to believe that his conduct was unlawful, and reasonably believed that his conduct was in the best
interests of the Company. The parties intend that the terms used in this paragraph will have the same meaning as the same terms used in paragraph 302A.531 of the Minnesota Statutes.

11.Company Representation.The Company represents that on the date of this
Agreement no transaction or other event has occurred that would constitute a "Change in Control" as that term is

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defined in the Management Agreement dated September 1, 1996 between Schyma and the Company. Schyma acknowledges that he will be relinquishing his rights under the Management Agreement upon
execution of this Agreement and the Schyma Release of Claims.

12.Mutual Non-Disparagement.Schyma will not disparage, defame, or
besmirch the reputation, character, image, products, or services of the Company, or the reputation or character of its directors, officers, employees, or agents. The Company will not disparage,
defame, or besmirch the reputation, character, talents, skills, business reputation, or image of Schyma.

13.Claims and Actions Involving the Company.During the period commencing on
the Effective Date and ending three years from the Effective Date, Schyma will not recommend or suggest to any potential claimants or plaintiffs or their attorneys or agents that they initiate claims
or lawsuits against the Company, any of its affiliates or divisions, or any of its or their directors, officers, employees, or agents, nor will Schyma voluntarily aid, assist, or cooperate with any
claimants or plaintiffs or their attorneys or agents in any claims or lawsuits now pending or commenced in the future against the Company, any of its affiliates or divisions, or any of its or their
directors, officers, employees, or agents; provided, however, that this paragraph will not be interpreted or construed to prevent Schyma from giving testimony in response to questions asked pursuant
to a legally enforceable subpoena, deposition notice, or other legal process, during any legal proceedings involving the Company, any of its affiliates or divisions, or any of its or their directors,
officers, employees, or agents.

14.Company Property.The Company hereby sells to Schyma for $1.00
(i) the mobile telephone the Company has previously provided to him; and (ii) the personal computer, lap top computer, and fax machine the Company has previously provided to him, if any.
Schyma shall return to the Company all other equipment, records, correspondence, documents, financial data, plans, computer disks, and other tangible property in his possession and all copies thereof,
if any, belonging to the Company, wheresoever located. Schyma acknowledges that all files related to the Company's business that may have been downloaded onto his personal computer during his
employment with the Company and all copies thereof constitute confidential information of the Company and is the property of the Company for purposes of this paragraph 16 and shall be returned
to the Company and otherwise immediately deleted from all computer systems under Schyma's control.

15.Time to Consider Agreement.Because this Agreement includes a release of
any rights Schyma may have under the Age Discrimination in Employment Act, under federal law the parties acknowledge that Schyma is entitled to a period of at least 21 days from receipt of this
Agreement to decide whether to sign this Agreement and the Schyma Release, which 21 day period will commence on the date on which Schyma receives copies of this Agreement and the Schyma Release
for review. Schyma represents that if he signs this Agreement and the Schyma Release before the expiration of the 21 day period, it is because he has decided that he does not need any
additional time to decide whether to sign this Agreement and the Schyma Release.

16.Right to Rescind or Revoke.Schyma understands that he has the right to
rescind or revoke this Agreement and the Schyma Release for any reason within 15 calendar days after he signs them (which 15-day period expressly includes any other shorter time periods
provided by law). Schyma understands that this Agreement and the Schyma Release will not become effective or enforceable unless and until he has not rescinded this Agreement and the Schyma Release and
any applicable rescission period has expired. Schyma understands that if he wishes to rescind, the rescission must be in writing and hand delivered or mailed to the Company. If
hand-delivered, the rescission must be (a) addressed to the CEO, Minntech Corporation, 14605 28th Avenue North, Minneapolis, Minnesota 55447; and (b) delivered to the
CEO within the 15-day period. If mailed, the rescission must be: (a) postmarked within the 15-day period; (b) addressed to CEO, Minntech Corporation,
14605 28th Avenue North, Minneapolis, Minnesota 55447; and (c) sent by certified mail, return receipt requested.

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17.Full Compensation.Schyma understands that the payments made and other
consideration provided by the Company under this Agreement will fully compensate Schyma for and extinguish any and all of the claims Schyma is releasing in the Schyma Release, including, but not
limited to, his claims for attorneys' fees and costs and any and all claims for any type of legal or equitable relief.

18.No Admission of Wrongdoing.Schyma understands that this Agreement does not
constitute an admission that the Company has violated any local ordinance, state or federal statute, or principle of common law, or that the Company has engaged in any improper or unlawful conduct or
wrongdoing against Schyma. Schyma will not characterize this Agreement or the payment of any money or other consideration made in accordance with this Agreement as an admission that the Company has
engaged in any improper or unlawful conduct or wrongdoing against him.

19.Authority.Schyma represents and warrants that he has the authority to
enter into this Agreement and the Schyma Release, and that no causes of action, claims, or demands released pursuant to this Agreement and the Schyma Release have been assigned to any person or entity
not a party to this Agreement and the Schyma Release.

20.Representation.Schyma acknowledges that he has had a full opportunity to
consider this Agreement and the Schyma Release, that he has had a full opportunity to ask any questions that he may have concerning this Agreement, the Schyma Release, or the settlement of his
potential claims against the Company, and that he has not relied upon any statements or representations made by the Company or its attorneys, written or oral, other than the statements and
representations that are explicitly set forth in this Agreement, the Schyma Release, the Minntech Release, the Stock Plans and Schyma's agreements relating thereto, the Retirement Plans, and any other
employee benefit plans sponsored by the Company in which Schyma is a participant.

21.Successors and Assigns.This Agreement will be binding upon and inure to
the benefit of the parties and their respective heirs, representatives, successors, and assigns, including, but not limited to, a purchaser of substantially all the business or assets of the Company,
but will not be assignable by either party without the prior written consent of the other party.

22.Invalidity.In the event that any provision of this Agreement, the Schyma
Release, or the Minntech Release is determined by a court of competent jurisdiction to be invalid, illegal, or unenforceable in any respect, such a determination will not affect the validity,
legality, or enforceability of the remaining provisions of this Agreement, the Schyma Release, or the Minntech Release, and the remaining provisions of this Agreement, the Schyma Release, and the
Minntech Release will continue to be valid and enforceable, and any court of competent jurisdiction may modify the objectionable provision so as to make it valid and enforceable.

23.Entire Agreement.Before signing this Agreement, the Schyma Release, and
the Minntech Release, the parties and their representatives engaged in discussions and negotiations and generated certain documents, in which the parties and their representative considered the
matters that are the subject of this Agreement, the Schyma Release, and the Minntech Release. In such discussions, negotiations, and documents, the parties and their representatives may have expressed
their opinions and beliefs concerning the intentions, capabilities, and practices of the parties, and may have forecast future events. The parties recognize, however, that all business transactions,
including the transactions upon which the parties' respective opinions, beliefs, and forecasts are based, contain an element of risk, and that it is normal business practice to limit the legal
obligations of contracting parties only to those promises and representations that are essential to the transaction so as to provide certainty as to their respective future rights and remedies.
Accordingly, this Agreement, the Schyma Release, the Minntech Release, the Stock Plans and Schyma's agreements relating thereto (as modified by this Agreement), the Retirement Plans, and any other
employee benefit plans sponsored by the Company in which Schyma is a participant are intended to define the full extent of the legally enforceable undertakings of the parties, and no promises or
representations, written or oral, that are not set forth explicitly in this

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Agreement, the Schyma Release, the Minntech Release, the Stock Plans and Schyma's agreements relating thereto (as modified by this Agreement), the Retirement Plans, or any other employee benefit plans
sponsored by the Company in which Schyma is a participant are intended by either party to be legally binding, and all other agreements and understandings between the parties are hereby superseded.

24.Headings.The descriptive headings of the paragraphs and subparagraphs of
this Agreement are inserted for convenience only, and do not constitute a part of this Agreement.

25.Counterparts.This Agreement may be executed simultaneously in two or more
counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument.

26.Governing Law.This Agreement, the Schyma Release, and the Minntech Release
will be interpreted and construed in accordance with, and any dispute or controversy arising from any breach or asserted breach of this Agreement, the Schyma Release, or the Minntech Release will be
governed by, the laws of Minnesota.

27.Outplacement Services.At Schyma's request, the Company shall provide
outplacement services to Schyma. If Schyma does not elect this option within three (3) months of the Effective Date then such
option shall expire. The Company shall pay the fee for such outplacement services directly to the outplacement service.

IN
WITNESS WHEREOF, the parties have executed this Agreement on the date first written above.

| |  | MINNTECH CORPORATION                       
| |  | -------------------------------------------
| |  | Barbara A. Wrigley
Executive Vice President
| |  | SCHYMA                                     
| |  | Daniel H. Schyma                           

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