exv4w1



 




EXHIBIT 4.1




NEITHER THESE SECURITIES NOR THE SECURITIES FOR WHICH THESE SECURITIES ARE
EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR
THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM
REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN
AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE
SECURITIES LAWS. NOTWITHSTANDING THE FOREGOING, THESE SECURITIES AND THE
SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES MAY BE PLEDGED IN
CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH
SECURITIES.


COMPEX TECHNOLOGIES, INC.


ADDITIONAL INVESTMENT RIGHT


Additional Investment Right No. [
]
            
            
            
            
            
            
            
             
           
Dated: November       , 2003


     COMPEX TECHNOLOGIES, INC., a Minnesota corporation (the “Company”), hereby
certifies that, for value received, [Name of Holder] or its registered assigns
(the “Holder”), is entitled to purchase from the Company up to a total of [
]1 shares of common stock, $0.10 par value per share (the “Common Stock”),
of the Company (each such share, an “Additional Investment Right Share” and all
such shares, the “Additional Investment Right Shares”) at an exercise price
equal to $9.3526 per share (as adjusted from time to time as provided in
Section 9, the “Exercise Price”), at any time and from time to time from and
after the date of this Additional Investment Right and through and including
the later of (x) the ninetieth (90th) calendar day following the date of this
Additional Investment Right and (y) the Effective Date (the “Expiration Date”),
and subject to the following terms and conditions. This Additional Investment
Right (this “Additional Investment Right”) is one of a series of similar
additional investment rights issued pursuant to that certain Securities
Purchase Agreement, dated as of the date hereof, by and among the Company and
the Purchasers identified therein (the “Purchase Agreement”). All such
additional investment rights are referred to herein, collectively, as the
“Additional Investment Rights.”


     1.     Definitions. In addition to the terms defined elsewhere in this
Additional Investment Right, capitalized terms that are not otherwise defined
herein have the meanings given to such terms in the Purchase Agreement.







	1	 	25% of Common Stock purchased.


 






 






     2.     Registration of Additional Investment Right. The Company shall
register this Additional Investment Right, upon records to be maintained by the
Company for that purpose (the “Additional Investment Right Register”), in the
name of the record Holder hereof from time to time. The Company may deem and
treat the registered Holder of this Additional Investment Right as the absolute
owner hereof for the purpose of any exercise hereof or any distribution to the
Holder, and for all other purposes, absent actual notice to the contrary.


     3.     Registration of Transfers. The Company shall register the assignment
and transfer of any portion of this Additional Investment Right in the
Additional Investment Right Register, upon surrender of this Additional
Investment Right, with the Form of Assignment attached hereto duly completed
and signed, to the Transfer Agent or to the Company at its address specified
herein. Upon any such registration or transfer, a new additional investment
right to purchase Common Stock, in substantially the form of this Additional
Investment Right (any such new additional investment right, a “New Additional
Investment Right”), evidencing the portion of this Additional Investment Right
so transferred shall be issued to the transferee and a New Additional
Investment Right evidencing the remaining portion of this Additional Investment
Right not so transferred, if any, shall be issued to the transferring Holder.
The acceptance of the New Additional Investment Right by the transferee thereof
shall be deemed the acceptance by such transferee of all of the rights and
obligations of a holder of an Additional Investment Right.


     4.     Exercise and Duration of Additional Investment Right.



		
	 	     (a) This Additional Investment Right shall be exercisable by the
registered Holder at any time and from time to time on or after the date hereof
to and including the Expiration Date. At 6:30 P.M., New York City time on the
Expiration Date, the portion of this Additional Investment Right not exercised
prior thereto shall be and become void and of no value.
	 
	 	     (b) The Holder may exercise this Additional Investment Right by delivering
to the Company (i) an exercise notice, in the form attached hereto (the
“Exercise Notice”), appropriately completed and duly signed, and (ii) payment
of the Exercise Price for the number of Additional Investment Right Shares as
to which this Additional Investment Right is being exercised (which may take
the form of a “cashless exercise” if so indicated in the Exercise Notice and if
a “cashless exercise” may occur at such time pursuant to this Section 10
below), and the date such items are delivered to the Company (as determined in
accordance with the notice provisions hereof) is an “Exercise Date.” The
Holder shall not be required to deliver the original Additional Investment
Right in order to effect an exercise hereunder. Execution and delivery of the
Exercise Notice shall have the same effect as cancellation of the original
Additional Investment Right and issuance of a New Additional Investment Right
evidencing the right to purchase the remaining number of Additional Investment
Right Shares.



     5.     Delivery of Additional Investment Right Shares.



		
	 	     (a) Upon exercise of this Additional Investment Right, the Company shall
promptly (but in no event, if a registration statement is then effective
covering the resale of the Additional Investment Right Shares, later than three
Trading Days after the Exercise Date) issue



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	 	or cause to be issued and cause to be delivered to or upon the written
order of the Holder and in such name or names as the Holder may designate, a
certificate for the Additional Investment Right Shares issuable upon such
exercise. Such certificate shall contain the restrictive legends set forth in
Section 5.2 of the Purchase Agreement at such times and under such conditions
set forth therein with respec to the Securities (as defined therein). The
Holder, or any Person so designated by the Holder to receive Additional
Investment Right Shares, shall be deemed to have become holder of record of
such Additional Investment Right Shares as of the Exercise Date. The Company
shall, upon request of the Holder, use its best efforts to deliver Additional
Investment Right Shares hereunder electronically through the Depository Trust
Corporation or another established clearing corporation performing similar
functions.
	 
	 	     (b) This Additional Investment Right is exercisable, either in its
entirety or, from time to time, for a portion of the number of Additional
Investment Right Shares. Upon surrender of this Additional Investment Right
following one or more partial exercises, the Company shall issue or cause to be
issued, at its expense, a New Additional Investment Right evidencing the right
to purchase the remaining number of Additional Investment Right Shares.
	 
	 	     (c) The Company’s obligations to issue and deliver Additional Investment
Right Shares in accordance with the terms hereof are absolute and
unconditional, irrespective of any action or inaction by the Holder to enforce
the same, any waiver or consent with respect to any provision hereof, the
recovery of any judgment against any Person or any action to enforce the same,
or any setoff, counterclaim, recoupment, limitation or termination, or any
breach or alleged breach by the Holder or any other Person of any obligation to
the Company or any violation or alleged violation of law by the Holder or any
other Person, and irrespective of any other circumstance which might otherwise
limit such obligation of the Company to the Holder in connection with the
issuance of Additional Investment Right Shares. Nothing herein shall limit a
Holder’s right to pursue any other remedies available to it hereunder, at law
or in equity including, without limitation, a decree of specific performance
and/or injunctive relief with respect to the Company’s failure to timely
deliver certificates representing shares of Common Stock upon exercise of the
Additional Investment Right as required pursuant to the terms hereof.



     6.     Charges, Taxes and Expenses. Issuance and delivery of certificates
for shares of Common Stock upon exercise of this Additional Investment Right
shall be made without charge to the Holder for any issue or transfer tax,
withholding tax, transfer agent fee or other incidental tax or expense in
respect of the issuance of such certificates, all of which taxes and expenses
shall be paid by the Company; provided, however, that the Company shall not be
required to pay any tax which may be payable in respect of any transfer
involved in the registration of any certificates for Additional Investment
Right Shares or Additional Investment Rights in a name other than that of the
Holder or an Affiliate thereof. The Holder shall be responsible for all other
tax liability that may arise as a result of holding or transferring this
Additional Investment Right or receiving Additional Investment Right Shares
upon exercise hereof.


     7. Replacement of Additional Investment Right. If this Additional
Investment Right is mutilated, lost, stolen or destroyed, the Company shall
issue or cause to be issued in exchange and substitution for and upon
cancellation hereof, or in lieu of and substitution for this Additional
Investment Right, a New Additional Investment Right, but only upon receipt of
evidence reasonably satisfactory to the Company of such loss, theft or
destruction and customary


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and reasonable indemnity, if requested. Applicants for a New Additional
Investment Right under such circumstances shall also comply with such other
reasonable regulations and procedures and pay such other reasonable third-party
costs as the Company may prescribe.


     8.     Reservation of Additional Investment Right Shares. The Company
covenants that it will at all times reserve and keep available out of the
aggregate of its authorized but unissued and otherwise unreserved Common Stock,
solely for the purpose of enabling it to issue Additional Investment Right
Shares upon exercise of this Additional Investment Right as herein provided,
the number of Additional Investment Right Shares which are then issuable and
deliverable upon the exercise of this entire Additional Investment Right, free
from preemptive rights or any other contingent purchase rights of persons other
than the Holder (taking into account the adjustments and restrictions of
Section 9). The Company covenants that all Additional Investment Right Shares
so issuable and deliverable shall, upon issuance and the payment of the
applicable Exercise Price in accordance with the terms hereof, be duly and
validly authorized, issued and fully paid and nonassessable. The Company will
take all such action as may be necessary to assure that such shares of Common
Stock may be issued as provided herein without violation of any applicable law
or regulation, or of any requirements of any securities exchange or automated
quotation system upon which the Common Stock may be listed.


     9.     Certain Adjustments. The Exercise Price and number of Additional
Investment Right Shares issuable upon exercise of this Additional Investment
Right are subject to adjustment from time to time as set forth in this Section
9.



		
	 	     (a) Stock Dividends and Splits. If the Company, at any time while this
Additional Investment Right is outstanding, (i) pays a stock dividend on its
Common Stock or otherwise makes a distribution on any class of capital stock
that is payable in shares of Common Stock, (ii) subdivides outstanding shares
of Common Stock into a larger number of shares, or (iii) combines outstanding
shares of Common Stock into a smaller number of shares, then in each such case
the Exercise Price shall be multiplied by a fraction of which the numerator
shall be the number of shares of Common Stock outstanding immediately before
such event and of which the denominator shall be the number of shares of Common
Stock outstanding immediately after such event. Any adjustment made pursuant
to clause (i) of this paragraph shall become effective immediately after the
record date for the determination of stockholders entitled to receive such
dividend or distribution, and any adjustment pursuant to clauses (ii) or (iii)
of this paragraph shall become effective immediately after the effective date
of such subdivision or combination.
	 
	 	     (b) Pro Rata Distributions. If the Company, at any time while this
Additional Investment Right is outstanding, distributes to holders of Common
Stock (i) evidences of its indebtedness, (ii) any security (other than a
distribution of Common Stock covered by the preceding paragraph), (iii) rights
or warrants to subscribe for or purchase any security, or (iv) any other asset
(in each case, “Distributed Property”), then in each such case the Exercise
Price in effect immediately prior to the record date fixed for determination of
stockholders entitled to receive such distribution shall be adjusted (effective
on such record date) to equal the product of such Exercise Price times a
fraction of which the denominator shall be the average of the Closing Prices
for the five Trading Days immediately prior to (but not including) such record
date and of which the numerator shall be such average less the then fair market
value of the Distributed



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	 	Property distributed in respect of one outstanding share of Common Stock,
as determined by the Company’s independent certified public accountants that
regularly examine the financial statements of the Company (an “Appraiser”). In
such event, the Holder, after receipt of the determination by the Appraiser,
shall have the right to select an additional appraiser (which shall be a
nationally recognized accounting firm), in which case such fair market value
shall be deemed to equal the average of the values determined by each of the
Appraiser and such appraiser. As an alternative to the foregoing adjustment to
the Exercise Price, at the request of the Holder delivered before the 90th day
after such record date, the Company will deliver to such Holder, within five
Trading Days after such request (or, if later, on the effective date of such
distribution), the Distributed Property that such Holder would have been
entitled to receive in respect of the Additional Investment Right Shares for
which this Additional Investment Right could have been exercised immediately
prior to such record date. If such Distributed Property is not delivered to a
Holder pursuant to the preceding sentence, then upon expiration of or any
exercise of the Additional Investment Right that occurs after such record date,
such Holder shall remain entitled to receive, in addition to the Additional
Investment Right Shares otherwise issuable upon such exercise (if applicable),
such Distributed Property.
	 
	 	     (c) Fundamental Transactions. If, at any time while this Additional
Investment Right is outstanding, (i) the Company effects any merger or
consolidation of the Company with or into another Person, (ii) the Company
effects any sale of all or substantially all of its assets in one or a series
of related transactions, (iii) any tender offer or exchange offer (whether by
the Company or another Person) is completed pursuant to which holders of Common
Stock are permitted to tender or exchange their shares for other securities,
cash or property, or (iv) the Company effects any reclassification of the
Common Stock or any compulsory share exchange pursuant to which the Common
Stock is effectively converted into or exchanged for other securities, cash or
property (other than as a result of a subdivision or combination of shares of
Common Stock covered by Section 9(a) above) (in any such case, a “Fundamental
Transaction”), then the Holder shall have the right thereafter to receive, upon
exercise of this Additional Investment Right, the same amount and kind of
securities, cash or property as it would have been entitled to receive upon the
occurrence of such Fundamental Transaction if it had been, immediately prior to
such Fundamental Transaction, the holder of the number of Additional Investment
Right Shares then issuable upon exercise in full of this Additional Investment
Right (the “Alternate Consideration”). The aggregate Exercise Price for this
Additional Investment Right will not be affected by any such Fundamental
Transaction, but the Company shall apportion such aggregate Exercise Price
among the Alternate Consideration in a reasonable manner reflecting the
relative value of any different components of the Alternate Consideration. If
holders of Common Stock are given any choice as to the securities, cash or
property to be received in a Fundamental Transaction, then the Holder shall be
given the same choice as to the Alternate Consideration it receives upon any
exercise of this Additional Investment Right following such Fundamental
Transaction. At the Holder’s request, any successor to the Company or
surviving entity in such Fundamental Transaction shall issue to the Holder a
new additional investment right consistent with the foregoing provisions and
evidencing the Holder’s right to purchase the Alternate Consideration for the
aggregate Exercise Price upon exercise thereof. The terms of any agreement
pursuant to which a Fundamental Transaction is effected shall include terms
requiring any such successor or surviving entity to comply with the provisions
of this paragraph (c) and insuring that the Additional Investment Right (or any
such replacement security) will be similarly adjusted upon any subsequent



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	 	transaction analogous to a Fundamental Transaction. If any Fundamental
Transaction constitutes or results in a Change of Control (as defined below),
then at the request of the Holder delivered before the 90th day after such
Fundamental Transaction, the Company (or any such successor or surviving
entity) will purchase the Additional Investment Right from the Holder for a
purchase price, payable in cash within five Trading Days after such request
(or, if later, on the effective date of the Fundamental Transaction), equal to
the Black Scholes value of the remaining unexercised portion of this Additional
Investment Right on the date of such request. For the purposes of this Section
9(c), “Change of Control” means
the consummation of a “Rule 13e-3 transaction”
as defined in Rule 13e-3 under the Exchange Act with respect to the Company, or
the execution by the Company or its controlling shareholders of an agreement
providing for or reasonably likely to result in the foregoing event.
	 
	 	     (d) Number of Additional Investment Right Shares. Simultaneously with any
adjustment to the Exercise Price pursuant to paragraphs (a) or (b) of this
Section, the number of Additional Investment Right Shares that may be purchased
upon exercise of this Additional Investment Right shall be increased or
decreased proportionately, so that after such adjustment the aggregate Exercise
Price payable hereunder for the increased or decreased number of Additional
Investment Right Shares shall be the same as the aggregate Exercise Price in
effect immediately prior to such adjustment.
	 
	 	     (e) Calculations. All calculations under this Section 9 shall be made to
the nearest cent or the nearest 1/100th of a share, as applicable. The number
of shares of Common Stock outstanding at any given time shall not include
shares owned or held by or for the account of the Company, and the disposition
of any such shares shall be considered an issue or sale of Common Stock.
	 
	 	     (f) Notice of Adjustments. Upon the occurrence of each adjustment
pursuant to this Section 9, the Company at its expense will promptly compute
such adjustment in accordance with the terms of this Additional Investment
Right and prepare a certificate setting forth such adjustment, including a
statement of the adjusted Exercise Price and adjusted number or type of
Additional Investment Right Shares or other securities issuable upon exercise
of this Additional Investment Right (as applicable), describing the
transactions giving rise to such adjustments and showing in detail the facts
upon which such adjustment is based. Upon written request, the Company will
promptly deliver a copy of each such certificate to the Holder and to the
Company’s Transfer Agent.
	 
	 	     (g) Notice of Corporate Events. If the Company (i) declares a dividend or
any other distribution of cash, securities or other property in respect of its
Common Stock, including, without limitation, any granting of rights or warrants
to subscribe for or purchase any capital stock of the Company or any
Subsidiary, (ii) authorizes or approves, enters into any agreement
contemplating or solicits stockholder approval for any Fundamental Transaction
or (iii) authorizes the voluntary dissolution, liquidation or winding up of the
affairs of the Company, then the Company shall deliver to the Holder a notice
describing the material terms and conditions of such transaction, at least 20
calendar days prior to the applicable record or effective date on which a
Person would need to hold Common Stock in order to participate in or vote with
respect to such transaction, and the Company will take all steps reasonably
necessary in order to insure that the Holder is given the practical opportunity
to exercise this Additional Investment



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	 	Right prior to such time so as to participate in or vote with respect to
such transaction; provided, however, that the failure to deliver such notice or
any defect therein shall not affect the validity of the corporate action
required to be described in such notice.



     10.     Payment of Exercise Price. The Holder shall pay the Exercise Price in
immediately available funds.


     11.     Limitation on Exercise. Notwithstanding anything to the contrary
contained herein, the number of shares of Common Stock that may be acquired by
the Holder upon any exercise of this Additional Investment Right (or otherwise
in respect hereof) shall be limited to the extent necessary to insure that,
following such exercise (or other issuance), the total number of shares of
Common Stock then beneficially owned by such Holder and its Affiliates and any
other Persons whose beneficial ownership of Common Stock would be aggregated
with the Holder’s for purposes of Section 13(d) of the Exchange Act, does not
exceed 4.999% (the “Maximum Percentage”) of the total number of issued and
outstanding shares of Common Stock (including for such purpose the shares of
Common Stock issuable upon such exercise). For such purposes, beneficial
ownership shall be determined in accordance with Section 13(d) of the Exchange
Act and the rules and regulations promulgated thereunder. Each delivery of an
Exercise Notice hereunder will constitute a representation by the Holder that
it has evaluated the limitation set forth in this paragraph and determined that
issuance of the full number of Additional Investment Right Shares requested in
such Exercise Notice is permitted under this paragraph. The Company’s
obligation to issue shares of Common Stock in excess of the limitation referred
to in this Section shall be suspended (and shall not terminate or expire
notwithstanding any contrary provisions hereof) until such time, if any, as
such shares of Common Stock may be issued in compliance with such limitation.
By written notice to the Company, the Holder may waive the provisions of this
Section or increase or decrease the Maximum Percentage to any other percentage
specified in such notice, but (i) any such waiver or increase will not be
effective until the 61st day after such notice is delivered to the Company, and
(ii) any such waiver or increase or decrease will apply only to the Holder and
not to any other holder of Additional Investment Rights.


     12.     Fractional Shares. The Company shall not be required to issue or
cause to be issued fractional Additional Investment Right Shares on the
exercise of this Additional Investment Right. If any fraction of a Additional
Investment Right Share would, except for the provisions of this Section, be
issuable upon exercise of this Additional Investment Right, the number of
Additional Investment Right Shares to be issued will be rounded up to the
nearest whole share.


     13. Notices. Any and all notices or other communications or deliveries
hereunder (including without limitation any Exercise Notice) shall be in
writing and shall be deemed given and effective on the earliest of (i) the date
of transmission, if such notice or communication is delivered via facsimile at
the facsimile number specified in this Section prior to 6:30 p.m. (New York
City time) on a Trading Day, (ii) the next Trading Day after the date of
transmission, if such notice or communication is delivered via facsimile at the
facsimile number specified in this Section on a day that is not a Trading Day
or later than 6:30 p.m. (New York City time) on any Trading Day, (iii) the
Trading Day following the date of deposit with a nationally recognized
overnight courier service, or (iv) upon actual receipt by the party to whom
such notice is required


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     to be given. The address and facsimile numbers for such notices or
communications shall be as set forth in the Purchase Agreement.


     14.     Additional Investment Right Agent. The Company shall serve as
additional investment right agent under this Additional Investment Right. Upon
30 days’ notice to the Holder, the Company may appoint a new additional
investment right agent. Any corporation into which the Company or any new
additional investment right agent may be merged or any corporation resulting
from any consolidation to which the Company or any new additional investment
right agent shall be a party or any corporation to which the Company or any new
additional investment right agent transfers substantially all of its corporate
trust or shareholders services business shall be a successor additional
investment right agent under this Additional Investment Right without any
further act. Any such successor additional investment right agent shall
promptly cause notice of its succession as additional investment right agent to
be mailed (by first class mail, postage prepaid) to the Holder at the Holder’s
last address as shown on the Additional Investment Right Register.


     15.     Miscellaneous.



		
	 	     (a) Subject to the restrictions on transfer set forth on the first page
hereof, this Additional Investment Right may be assigned by the Holder. This
Additional Investment Right may not be assigned by the Company except to a
successor in the event of a Fundamental Transaction. This Additional
Investment Right shall be binding on and inure to the benefit of the parties
hereto and their respective successors and assigns. Subject to the preceding
sentence, nothing in this Additional Investment Right shall be construed to
give to any Person other than the Company and the Holder any legal or equitable
right, remedy or cause of action under this Additional Investment Right. This
Additional Investment Right may be amended only in writing signed by the
Company and the Holder and their successors and assigns.
	 
	 	     (b) The Company will not, by amendment of its governing documents or
through any reorganization, transfer of assets, consolidation, merger,
dissolution, issue or sale of securities or any other voluntary action, avoid
or seek to avoid the observance or performance of any of the terms of this
Additional Investment Right, but will at all times in good faith assist in the
carrying out of all such terms and in the taking of all such action as may be
necessary or appropriate in order to protect the rights of the Holder against
impairment. Without limiting the generality of the foregoing, the Company (i)
will not increase the par value of any Additional Investment Right Shares above
the amount payable therefor on such exercise, (ii) will take all such action as
may be reasonably necessary or appropriate in order that the Company may
validly and legally issue fully paid and nonassessable Additional Investment
Right Shares on the exercise of this Additional Investment Right, and (iii)
will not close its shareholder books or records in any manner which interferes
with the timely exercise of this Additional Investment Right.
	 
	 	     (c) GOVERNING LAW; VENUE; WAIVER OF JURY TRIAL. ALL QUESTIONS CONCERNING
THE CONSTRUCTION, VALIDITY, ENFORCEMENT AND INTERPRETATION OF THIS ADDITIONAL
INVESTMENT RIGHT SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF MINNESOTA. EACH PARTY HEREBY IRREVOCABLY



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	 	SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL COURTS
SITTING IN THE CITY OF NEW YORK, BOROUGH OF MANHATTAN, FOR THE ADJUDICATION OF
ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR WITH ANY TRANSACTION
CONTEMPLATED HEREBY OR DISCUSSED HEREIN (INCLUDING WITH RESPECT TO THE
ENFORCEMENT OF ANY OF THE TRANSACTION DOCUMENTS), AND HEREBY IRREVOCABLY
WAIVES, AND AGREES NOT TO ASSERT IN ANY SUIT, ACTION OR PROCEEDING, ANY CLAIM
THAT IT IS NOT PERSONALLY SUBJECT TO THE JURISDICTION OF ANY SUCH COURT, THAT
SUCH SUIT, ACTION OR PROCEEDING IS IMPROPER. EACH PARTY HEREBY IRREVOCABLY
WAIVES PERSONAL SERVICE OF PROCESS AND CONSENTS TO PROCESS BEING SERVED IN ANY
SUCH SUIT, ACTION OR PROCEEDING BY MAILING A COPY THEREOF VIA REGISTERED OR
CERTIFIED MAIL OR OVERNIGHT DELIVERY (WITH EVIDENCE OF DELIVERY) TO SUCH PARTY
AT THE ADDRESS IN EFFECT FOR NOTICES TO IT UNDER THIS AGREEMENT AND AGREES THAT
SUCH SERVICE SHALL CONSTITUTE GOOD AND SUFFICIENT SERVICE OF PROCESS AND NOTICE
THEREOF. NOTHING CONTAINED HEREIN SHALL BE DEEMED TO LIMIT IN ANY WAY ANY RIGHT
TO SERVE PROCESS IN ANY MANNER PERMITTED BY LAW. THE COMPANY HEREBY WAIVES ALL
RIGHTS TO A TRIAL BY JURY.
	 
	 	     (d) The headings herein are for convenience only, do not constitute a part
of this Additional Investment Right and shall not be deemed to limit or affect
any of the provisions hereof.
	 
	 	     (e) In case any one or more of the provisions of this Additional
Investment Right shall be invalid or unenforceable in any respect, the validity
and enforceability of the remaining terms and provisions of this Additional
Investment Right shall not in any way be affected or impaired thereby and the
parties will attempt in good faith to agree upon a valid and enforceable
provision which shall be a commercially reasonable substitute therefor, and
upon so agreeing, shall incorporate such substitute provision in this
Additional Investment Right.



[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK,

SIGNATURE PAGE FOLLOWS]


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     IN WITNESS WHEREOF, the Company has caused this Additional Investment
Right to be duly executed by its authorized officer as of the date first
indicated above.



	 	 	 
	 	COMPEX TECHNOLOGIES, INC
	 
	 	By:	 



	 
	 	Name:	 



	 
	 	Title:	 






 






 



FORM OF EXERCISE NOTICE


(To be executed by the Holder to exercise the right to purchase shares of
Common Stock under the foregoing Additional Investment Right)


To: COMPEX TECHNOLOGIES, INC.


The undersigned is the Holder of
Additional Investment Right No. __________________________ (the
“Additional Investment Right”) issued by COMPEX TECHNOLOGIES, INC., a Minnesota
corporation (the “Company”). Capitalized terms used herein and not otherwise
defined have the respective meanings set forth in the Additional Investment
Right.



	1.	 	The Additional Investment Right is currently exercisable to purchase a
total of ________________________ Additional Investment Right Shares.
	 
	2.	 	The undersigned Holder hereby exercises its right to purchase
__________________________ Additional Investment Right Shares pursuant to the
Additional Investment Right.
	 
	3.	 	The holder shall pay the sum of
$______________ to the Company in
accordance with the terms of the Additional Investment Right.
	 
	4.	 	Pursuant to this exercise, the Company shall deliver to the holder
_______________________ Additional Investment Right Shares in accordance with the
terms of the Additional Investment Right.
	 
	5.	 	Following this exercise, the Additional Investment Right shall be
exercisable to purchase a total of __________________________ Additional Investment
Right Shares.




	 	 	 	 	 
	Dated: ________________,  ______	 	 	Name of Holder:
	 
	 	 	
 


	(Print)

	

	 	 	
 


	 

	


	 
	 	 	 	By:	
	 	 	 	 	

	 	 	 	Name:
	 	 	 	 	

	 	 	 	Title:
	 	 	 	 	

	 
	 	 	 	(Signature must conform in all respects to name of holder as

specified on the face of the Additional Investment Right)





 






 



FORM OF ASSIGNMENT


     [To be completed and signed only upon transfer of Additional Investment
Right]


     FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto _____________________ the right represented by the within
Additional Investment Right to purchase ______________________ shares of Common Stock of
COMPEX TECHNOLOGIES, INC. to which the within Additional Investment Right
relates and appoints _______________________ attorney to transfer said right on the
books of COMPEX TECHNOLOGIES, INC. with full power of substitution in the
premises.



	 	 	 
	Dated: _________________ , _____	 	 
	 
	 	 	
 



(Signature must conform in all respects to name of
holder as specified on the face of the Additional
Investment Right)
	 
	 	 	
 



Address of Transferee
	 
	 	 	
 



	 
	 	 	
 



	 
	In the presence of: