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                                                                     Exhibit 10B

                               BOARD OF DIRECTORS

                             OF MINNTECH CORPORATION

                               SEPTEMBER 26, 1996

          RESOLVED that the Minntech Corporation Emeritus Director Consulting
Plan effective as of April 8, 1995 (the "Emeritus Director Consulting Plan") is
hereby amended effective as of September 26, 1996 as follows:

1.   Section 3 of the Emeritus Director Consulting Plan is hereby amended to
     read in its entirety as follows:

          3.   ELIGIBILITY FOR A PLAN YEAR.

     (a)  Except as provided in Section 3(f), at its last regularly scheduled
          meeting for each Plan Year, the Board of Directors shall determine in
          its sole discretion which Former Directors will be designated as
          Participants in the Plan for the next Plan Year.  Designation as a
          Participant for a particular Plan Year does not guarantee designation
          as a Participant for any other Plan Year.  If a Former Director
          retires from the Board of Directors other than at the end of a Plan
          Year, the initial decision regarding eligibility for participation in
          the Plan shall be made at the next regularly scheduled meeting of the
          Board of Directors following any such retirement and shall apply to
          that portion of the Plan Year following the date such retirement
          occurred.

     (b)  Subject to Section 3(f), each Former Director designated by the Board
          of Directors as a Participant shall execute a written agreement in the
          form attached hereto as Exhibit A to provide consulting services to
          Minntech's Board of Directors (a "Consulting Agreement") for the Plan
          Year during which he/she will be Participant and shall receive the
          payments provided under Section 4 for such Plan Year.

     (c)  The Consulting Agreement shall provide that a Participant shall make
          himself or herself available to advise and consult with the Board of
          Directors upon request of the Board of Directors or the Chairman of
          the Board of Directors.  The number of consulting hours required under
          the Consulting Agreement shall not exceed six hours per calendar
          quarter with an additional eight hours annually as requested by the
          Chairman of the Board.

     (d)  During the Plan Year covered by the Consulting Agreement, the status
          of the Participant shall be that of an independent contractor rather
          than an employee,

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          and the Participant shall not be eligible for any benefits provided to
          employees of Minntech.

     (e)  A Former Director shall only be eligible for designation as a
          Participant for a number of years equal to the number of full,
          consecutive Fiscal Years that the individual served as a member of the
          Board of Directors.

     (f)  Notwithstanding anything stated in Section 3 other than in this
          Section 3(f), in the event of a Change in Control, as defined in
          Section 3(g), a Former Director who ceases to be a director of
          Minntech at the time of, or within three years following, a Change in
          Control (without regard to whether such Former Director has been
          designated as a Participant pursuant to Section 3(a)) or has ceased to
          be a director of Minntech prior to a Change in Control but is a party
          to a Consulting Agreement that is in effect at the time of a Change in
          Control, shall automatically become a Participant in this Plan for the
          portion of the Plan Year in which the Former Director ceases to be a
          director of Minntech (if such cessation occurs at the time of, or
          after, a Change in Control) and shall automatically continue to be a
          Participant for each successive Plan Year ending after the date the
          individual ceases to be a member of the Board of Directors (or
          following the expiration of the Consulting Agreement in the case of a
          Former Director who is subject to such a Consulting Agreement at the
          time of the Change in Control), provided that (1) the aggregate number
          of Plan Years with respect to which the Former Director shall receive
          payments pursuant to this Plan shall not exceed the number of full,
          consecutive Plan Years that the Former Director served as a member of
          the Board of Directors, (2) this Section 3(f) shall be subject to the
          limitations contained in Section 5, (3) the Former Director shall
          receive the payments provided for in Section 4 regardless of whether,
          after the Change in Control, the Board of Directors requests that the
          Former Director sign a Consulting Agreement and (4) notwithstanding
          Section 3(b), the Former Director shall sign a Consulting Agreement
          following a Change in Control only if so requested by the Board of
          Directors.  Notwithstanding any provision to the contrary contained
          herein, if the payments due and the other benefits to which the Former
          Director shall become entitled under Section 4 hereof by reason of
          this Section 3(f), either alone or together with other payments in the
          nature of compensation to the Former Director which are contingent on
          a change in the ownership or effective control of Minntech or in the
          ownership of a substantial portion of the assets of Minntech or
          otherwise, would constitute a "parachute payment" as defined in
          Section 28OG of the Internal Revenue Code of 1986, as amended (the
          "Code") or any successor provision thereto, such payments under
          Section 4 and/or such other benefits and payments shall be reduced
          (but not below zero) to the largest aggregate amount as will result in
          no portion thereof being subject to the excise tax imposed under 
          Section 4999 of the Code (or any successor provision


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          thereto) or being non-deductible to Minntech for federal income tax
          purposes pursuant to Section 28OG of the Code (or any successor
          provision thereto).  The Former Director in good faith shall determine
          the amount of any reduction to be made pursuant to the immediately
          preceding sentence and shall select from among the foregoing benefits
          and payments those which shall be reduced.  No modification of, or
          successor provision to, Section 28OG or Section 4999 subsequent to the
          date of this Agreement shall, however, reduce the benefits to which
          the Former Director would be entitled under the two immediately
          preceding sentences of this Section 3(f) to a greater extent than they
          would have been reduced if Section 28OG and Section 4999 had not been
          modified or superseded subsequent to September 26, 1996,
          notwithstanding anything to the contrary provided in the two preceding
          sentences.

     (g)  For purposes of the Plan, a Change in Control shall be deemed to have
          occurred if:

                    (i)  Any "person" (as such term is used in Sections 13(d)
               and 14(d) of the Securities Exchange Act of 1934, as amended, or
               any successor statute thereto (the "Exchange Act')) acquires or
               becomes a "beneficial owner" (as defined in Rule 13d-3 or any
               successor rule under the Exchange Act), directly or indirectly,
               of securities of Minntech representing 30% or more of the
               combined voting power of Minntech's then outstanding securities
               entitled to vote generally in the election of directors ("Voting
               Securities"), provided, however, that the following shall not
               constitute a Change in Control pursuant to this Section 3(g)(i):

                         (A)  any acquisition or beneficial ownership by
                    Minntech or a subsidiary of Minntech.

                         (B)  any acquisition or beneficial ownership by any
                    employee benefit plan (or related trust) sponsored or
                    maintained by Minntech or one or more of its subsidiaries;

                         (C)  any acquisition or beneficial ownership by any
                    corporation with respect to which, immediately following
                    such acquisition, more than 70% of both the combined voting
                    power of Minntech's then outstanding Voting Securities and
                    the common stock of Minntech is then beneficially owned,
                    directly or indirectly, by all or substantially all of the
                    persons who beneficially owned Voting Securities and common
                    stock of Minntech immediately prior to such acquisition in
                    substantially the same proportions as their ownership of
                    such Voting


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                    Securities and common stock, as the case may be, immediately
                    prior to such acquisition;

                    (ii)      A majority of the members of the Board of
               Directors shall not be Continuing Directors.  For purposes of
               this subsection 3(g)(ii), "Continuing Directors" shall mean: (A)
               individuals who, on the date hereof, are directors of Minntech,
               (B) individuals elected as directors of Minntech subsequent to
               the date hereof for whose election proxies shall have been
               solicited by the Board of Directors or (C) any individual elected
               or appointed by the Board of Directors to fill vacancies on the
               Board of Directors caused by death or resignation (but not by
               removal) or to fill newly-created directorships;

                    (iii)     Approval by the shareholders of Minntech of a
               reorganization, merger or consolidation of Minntech (other than a
               merger or consolidation with a subsidiary of Minntech) or a
               statutory exchange of outstanding Voting Securities of Minntech,
               unless immediately following such reorganization, merger,
               consolidation or exchange, all or substantially all of the
               persons who were the beneficial owners, respectively, of Voting
               Securities and common stock of Minntech immediately prior to such
               reorganization, merger, consolidation or exchange beneficially
               own, directly or indirectly, more than 70% of, respectively, the
               combined voting power of the then outstanding voting securities
               entitled to vote generally in the election of directors and the
               then outstanding shares of common stock, as the case may be, of
               the corporation resulting from such reorganization, merger,
               consolidation or exchange in substantially the same proportions
               as their ownership, immediately prior to such reorganization,
               merger, consolidation or exchange, of the Voting Securities and
               common stock of Minntech, as the case may be;

                    (iv)      Approval by the shareholders of Minntech of (x) a
               complete liquidation or dissolution of Minntech or (y) the sale
               or other disposition of all or substantially all of the assets of
               Minntech (in one or a series of transactions), other than to a
               corporation with respect to which, immediately following such
               sale or other disposition, more than 70% of, respectively, the
               combined voting power of the then outstanding voting securities
               of such corporation entitled to vote generally in the election of
               directors and the then outstanding shares of common stock of such
               corporation is then beneficially owned, directly or indirectly,
               by all or substantially all of the persons who were the
               beneficial owners, respectively, of the Voting Securities and
               common stock of Minntech immediately prior to such sale or other
               disposition in


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               substantially the same proportions as their ownership,
               immediately prior to such sale or other disposition, of the
               Voting Securities and common stock of Minntech, as the case may
               be; or

                    (v)  Minntech enters into a letter of intent, an agreement
               in principle or a definitive agreement relating to a Change in
               Control described in Section 3(g)(i), 3(g)(ii), 3(g)(iii) or
               3(g)(iv) above that ultimately results in such a Change in
               Control or a tender or exchange offer or proxy contest is
               commenced which ultimately results in a Change in Control
               described in Section 3(g)(i) or 3(g)(ii) hereof.

          Notwithstanding the above, a Change in Control shall not be deemed to
          occur with respect to a Former Director for purposes of Section 3(f)
          if (x) the acquisition or beneficial ownership of the 30% or greater
          interest referred to in Section 3(g)(i) is by the Former Director or
          by a group, acting in concert, that includes the Former Director or
          (y) if a majority of the then combined voting power of the then
          outstanding voting securities (or voting equity interests) of the
          surviving corporation or of any corporation (or other entity)
          acquiring all or substantially all of the assets of Minntech shall,
          immediately after a reorganization, merger, consolidation, statutory
          share exchange or disposition of assets referred to in Section
          3(g)(iii) or 3(g)(iv), be beneficially owned, directly or indirectly,
          by the Former Director or by a group, acting in concert, that includes
          the Former Director.  For purposes of this Section 3(g), a
          "subsidiary" of Minntech shall mean any entity of which securities or
          other ownership interests having general voting power to elect a
          majority of the board of directors or other persons performing
          similar functions are at the time directly or indirectly owned by
          Minntech.

2.   Section 5(b) and 5(c) of the Emeritus Director Consulting Plan are hereby
     amended to read as follows:

     (b)  The Participant is unable or refuses to perform his or her duties
          under the Consulting Agreement that is then in effect (provided that
          this Section 5(b) shall not be effective with respect to a Former
          Director who is a Participant as a result of Section 3(f) and who is
          not at the time, and is not required to be, covered by a Consulting
          Agreement).

     (c)  The Participant, prior to a Change in Control, commits any act which
          constitutes a felony or gross misdemeanor, or which the Board of
          Directors, prior to a Change in Control, determines in its sole
          discretion is harmful to the business, operations or reputation of
          Minntech, or, after a Change in Control, and while a party to a
          Consulting Agreement, commits any act which constitutes a felony or
          gross misdemeanor of a nature that, because of the


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          Former Director's then existing consulting relationship with Minntech,
          would have a material adverse effect on the business, operations or
          reputation of Minntech if the Participant continued to be a consultant
          for Minntech.


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