Exhibit 10.5




December 1, 1998

Richard D. Fryar
8715 Highway 30 S.E.
Chatfield, MN 55923

Dear Richard:

            You are presently the Vice President, Research and Development of
Rochester Medical Corporation, a Minnesota corporation (the "Company"). The
Company considers the establishment and maintenance of a sound and vital
management to be essential to protecting and enhancing the best interests of the
Company and its stockholders. In this connection, the Company recognizes that,
as is the case with many publicly held corporations, the possibility of a Change
in Control (as defined in Section 1 below) of the Company may arise and that
such possibility, and the uncertainty and questions which it may raise among
management, may result in the departure or distraction of management personnel
to the detriment of the Company and its stockholders.

            Accordingly, the Compensation Committee (the "Committee") of the
Board of Directors of the Company (the "Board") has determined that appropriate
steps should be taken to reinforce and encourage the continued attention and
dedication of members of the Company's management to their assigned duties
without distraction in circumstances arising from the possibility of a Change in
Control of the Company. In particular, the Board believes it important, should
the Company or its stockholders receive a proposal for transfer of control of
the Company, that you be able to assess and advise the Board whether such
proposal would be in the best interests of the Company and its stockholders and
to take such other action regarding such proposal as the Board might determine
to be appropriate, without being influenced by the uncertainties of your own
personal situation.

            In order to induce you to remain in the employ of the Company, this
letter agreement (this "Agreement"), which has been approved by the Committee,
sets forth the severance benefits which the Company agrees will be provided to
you in the event your employment with the Company is terminated subsequent to a
Change in Control of the Company under the circumstances described below. This
Agreement also provides you with certain benefits following a Change in Control
of the Company regardless of whether your employment by the Company is
terminated.

            In consideration of these benefits, the Agreement contains a
covenant not to compete (Section 7, below).


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            1. Definitions. The following terms shall have the meaning set forth
below unless the context clearly requires otherwise. Terms defined elsewhere in
this Agreement shall have the same meaning throughout this Agreement.

            (a) "Cause" shall mean: (i) continued failure by you to perform
substantially your duties with the Company (other than any such failure
resulting from your Disability or from termination by you for Good Reason) which
failure, in the reasonable judgment of the Company, is willful; (ii) any act or
acts of personal dishonesty by you intended to result in your personal
enrichment at the expense of the Company (including but not limited to wrongful
appropriation of funds of the Company or its affiliates); (iii) willful and
deliberate misconduct during the course of employment; or (iv) the commission of
a gross misdemeanor or felony (whether or not the Company is the victim of such
offense).

            (b) "Change in Control" shall be deemed to have occurred if: (i) a
tender offer shall be made and consummated for the ownership of fifty percent
(50%) or more of the outstanding Voting Securities of the Company; (ii) the
Company shall be merged or consolidated with another corporation and as a result
of such merger or consolidation less than fifty percent (50%) of the outstanding
Voting Securities of the surviving or resulting corporation shall be owned in
the aggregate by the former shareholders of the Company, other than affiliates
(within the meaning of the Exchange Act) of any party to such merger or
consolidation, as the same shall have existed immediately prior to such merger
or consolidation; (iii) the Company shall sell substantially all of its assets
to another corporation which is not a wholly owned subsidiary of the Company;
(iv) a Person shall acquire fifty percent (50%) or more of the outstanding
Voting Securities of the Company (whether directly, indirectly, beneficially or
of record) (for purposes hereof, ownership of Voting Securities shall take into
account and shall include ownership as determined by applying the provisions of
Rule 13d-3(d)(1)(i) (as in effect on the date hereof) pursuant to the Exchange
Act); or (v) individuals who constitute the Board on the date hereof (the
"Incumbent Board") cease for any reason to constitute at least a majority
thereof, provided that any person becoming a director subsequent to the date
hereof whose election, or nomination for election by the Company's stockholders,
was approved by a vote of at least three-quarters (3/4) of the directors
comprising the Incumbent Board (either by a specific vote or by approval of the
proxy statement of the Company in which such person is named as a nominee for
director, without objection to such nomination) shall be, for purposes of this
clause (v), considered as though such person were a member of the Incumbent
Board. Notwithstanding anything in the foregoing to the contrary, no Change in
Control of the Company shall be deemed to have occurred for purposes of this
Agreement by virtue of any transaction which results in: (A) you, or a group of
Persons which includes you, acquiring, directly or indirectly more than fifty
percent (50%) of the combined voting power of the Company's Voting Securities;
or (B) you becoming immediately employed by a Person which leases and/or manages
substantially all of the assets of the Company, providing that the terms of such
employment do not constitute a "Good Reason" termination as defined in
Subsection 1(f) hereof either when such employment commences or at any time
during the then remaining term of this Agreement.

            (c) "Date of Termination" shall mean the date specified in the
Notice of Termination (except in the case of your death, in which case Date of
Termination shall be the date of death).


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Richard D. Fryar
Page 3

            (d) "Disability" shall have the same meaning as defined in the
Company's long-term disability plan as in effect immediately prior to the Change
in Control of the Company.

            (e) "Exchange Act" shall mean the Securities Exchange Act of 1934,
as amended.

            (f) "Good Reason" shall mean termination based on:

                        (i) the assignment to you of employment responsibilities
            which are not of materially comparable responsibility and status as
            the employment responsibilities held by you immediately prior to the
            Change in Control of the Company;

                        (i) a reduction by the Company in your rate of
            compensation (or an adverse change in the form or timing of the
            payment thereof) as in effect immediately prior to the Change in
            Control of the Company;

                        (ii) the failure by the Company to continue in effect
            any Plan in which you are participating at the time of the Change in
            Control of the Company (or Plans providing you with at least
            substantially similar benefits) other than a a result of the normal
            expiration of any such Plan in accordance with its terms as in
            effect at the time of the Change in Control of the Company, or the
            taking of any action, or the failure to act, by the Company which
            would adversely affect your continued participation in any of such
            Plans on at least as favorable a basis to you as is the case on the
            date of the Change in Control of the Company or which would
            materially reduce your benefits in the future under any of such
            Plans or deprive you of any material benefit enjoyed by you at the
            time of the Change in Control in the Company;

                        (iii) the Company's requiring you to be based anywhere
            other than the environs of the municipality where your office is
            located immediately prior to the Change in Control of the Company
            and more than thirty-five (35) miles from such office location,
            except for required travel on the Company's business, and then only
            to the extent substantially consistent with the business travel
            obligations which your undertook on behalf of the Company prior to
            the Change in Control of the Company; or

                        (iv) the failure by the Company to obtain from any
            Successor the assent to this Agreement contemplated by Subsection
            8(a) hereof.

            (g) "Notice of Termination" shall mean a written notice which shall
state the specific termination provision in this Agreement relied upon. Any
purported termination by the Company or by you following a Change in Control of
the Company shall be communicated by written Notice of Termination to the other
party hereto.

            (h) "Person" shall mean and include any individual, corporation,
partnership, group, association or other "person" within the meaning of Section
3(a)(9) or of Section 13(d)(3) (as in effect on the date hereof) of the Exchange
Act, and used in Section 14(d) thereof, other than the 


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Richard D. Fryar
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Company, a wholly-owned subsidiary of the Company or any employee benefit
plan(s) sponsored by the Company or a wholly-owned subsidiary of the Company.

            (i) "Plan" shall mean any compensation plan (such as an incentive
stock option or restricted stock plan) or any employee benefit plan (such as a
thrift, pension, profit sharing, medical, disability, accident, life insurance
or relocation plan or policy) or any other plan, program, policy or agreement of
the Company intended to benefit employees generally, management employees as a
group or you in particular, now in existence or becoming effective hereafter
during the term of this Agreement.

            (j) "Successor" shall mean any Person that succeeds to, or has the
practical ability to control (either immediately or with the passage of time),
the Company's business directly, by merger, consolidation or other form of
business combination, or indirectly, by purchase of the Company's Voting
Securities, all or substantially all of its assets or otherwise.

            (k) "Voting Securities" shall mean securities of a corporation
ordinarily having the right to vote at elections of directors.

            2. Term of Agreement. This Agreement shall commence on the date
hereof and shall continue in effect until December 31, 1999; provided, however,
that commencing on January 1, 2000 and each January 1st thereafter, the term of
this Agreement shall automatically be extended for one (1) additional year
unless at least ninety (90) days prior to such January 1st date, the Company or
you shall have given notice that this Agreement shall not be extended; and
provided, further, that this Agreement shall continue in effect for a period of
twelve (12) months beyond the date of a Change in Control of the Company if such
Change in Control of the Company shall have occurred prior to the end of the
then current term.

            3. Agreement to Provide Services; Right to Terminate.

            (a) Agreement to Provide Services. You agree to remain in the employ
of the Company during the term of this Agreement unless you terminate your
employment because of death or Disability or your termination is for Good Reason
following a Change in Control of the Company.

            (b) Right to Terminate Prior to Change in Control. This Agreement
does not constitute a contract of employment or impose on the Company any
obligation to retain you as an employee, to continue your current employment
status or to change any employment policies of the Company. Prior to any Change
in Control of the Company, the Company may terminate your employment at-will
with or without Cause at any time. If a Change in Control of the Company has
occurred, the Company may thereafter terminate your employment as herein
provided, subject to the Company's providing the benefits hereinafter specified
in accordance with the terms hereof.

            4. Benefit Payment Upon Fulfillment of Required Service Following
Change in Control. If a Change in Control of the Company has occurred then, so
long as you have 


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Richard D. Fryar
Page 5

remained in the employ of the Company during the term of this Agreement
(including the twelve (12) month period following such Change in Control (as
described in Section 2 hereof)), subject to the limitations set forth in Section
10 hereof, within five (5) business days following the end of such twelve (12)
month period the Company shall pay to you a lump sum cash payment equal to two
and one-half (2.5) times your compensation earned on account of your employment
with the Company during the twelve month (12) period prior to the date of the
Change in Control of the Company. For purposes of this Agreement, compensation
shall include your base salary plus any cash amounts received under incentive or
other bonus plans. No payment shall be paid under this Section 4 if you have not
remained in the employ of the Company during the term of this Agreement,
regardless of the reason your employment was earlier terminated.

            5. Welfare Benefit Plans upon a Change in Control. Following a
Change in Control of the Company, unless and until your employment by the
Company is terminated for Cause or Disability or you terminate your employment
by the Company other than for Good Reason, the Company shall maintain in full
force and effect, for the continued benefit of you and your dependents for a
period terminating on the earliest of (i) twelve (12) months after the Date of
Termination or (ii) the commencement date of equivalent benefits from a new
employer, each insured and self-insured employee welfare benefit Plan
(including, without limitation, group health, death, dental and disability
plans) in which you were entitled to participate immediately prior to the Change
in Control of the Company, provided that your continued participation is
possible under the general terms and provisions of such Plans (and any
applicable funding media) and provided that you continue to pay an amount equal
to your regular contribution under such Plans for such participation. If, at the
end of twelve (12) months after the date of the Date of Termination, you have
not previously received or are not then receiving equivalent benefits from a new
employer, the Company shall arrange, at your sole cost and expense, to enable
you to convert your and your dependents' coverage under such Plans to individual
policies or programs upon the same terms as employees of the Company may apply
for such conversions. In the event that your participation in any such Plan is
barred, the Company, at your sole cost and expense, shall arrange to have issued
for the benefit of you and your dependents individual policies of insurance
providing benefits substantially similar (on a federal, state and local income
and employment after-tax basis) to those which you otherwise would have been
entitled to receive under such Plans pursuant to this Section 5 or, if such
insurance is not available at a reasonable cost to the Company, the Company
shall otherwise provide you and your dependents equivalent benefits (on a
federal, state and local income and employment after-tax basis). You shall not
be required to pay any premiums or other charges in an amount greater than that
which you would have paid in order to participate in such Plans. Any welfare
benefits which are subject to continuation rights under state or federal law,
and which are provided by the Company pursuant to this Section 5, will be deemed
to be provided by the Company in satisfaction of such continuation requirements
to the extent permitted under such laws.

            6. Benefits Upon Termination of Employment Following Change in
Control.

            (a) Disability or Death. During the term of this Agreement, for any
period following a Change in Control of the Company that you fail to perform
your duties as a result of incapacity 


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Richard D. Fryar
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due to physical or mental illness, you shall continue to receive your
compensation at the times, in the form and at the rate then in effect, and any
benefits or awards under any and all Plans shall continue to accrue during such
period to the extent not inconsistent with such Plans, until your employment is
terminated on account of Disability pursuant to and in accordance with the terms
hereof. Thereafter, your benefits shall be determined in accordance with the
Plans (as in effect immediately prior to a Change in Control of the Company) and
as provided in accordance with this Agreement. If your Death occurs during the
term of this Agreement, and after a Change in Control of the Company but prior
to a termination of your employment, you or your beneficiary (as provided under
the applicable Plans) shall receive all benefits or awards (including, without
limitation, both the cash and stock components) under any and all Plans as in
effect immediately prior to the Change in Control of the Company, and all
benefits to which you or your beneficiary may be entitled under the terms of
this Agreement.

            (b) Cause. If, during the term of this Agreement, your employment by
the Company shall be terminated for Cause following a Change in Control of the
Company, the Company shall pay you your compensation through the Date of
Termination at the times, in the form and at the rate in effect just prior to
the time a Notice of Termination is given plus any benefits or awards
(including, without limitation, both the cash and stock components) which
pursuant to the terms of any and all Plans have been earned or become payable,
but which have not yet been paid to you. Thereupon, except as otherwise provided
in this Agreement, the Company shall have no further obligations to you under
this Agreement.

            (c) Change in Control Termination. If, during the term of this
Agreement, after a Change in Control of the Company shall have occurred your
employment by the Company shall be terminated by the Company other than for
Cause or shall be terminated by you for Good Reason, then you shall be entitled,
without regard to any contrary provisions of any Plan, to the benefits as
provided below:

                        (i) Compensation. Subject to the limitations set forth
            in Section 10 hereof, within five (5) business days following the
            Date of Termination, the Company shall pay your compensation through
            such Date of Termination in the form and at the rate in effect just
            prior to the time a Notice of Termination is given plus any benefits
            or awards (including, without limitation, both the cash and stock
            components) which pursuant to the terms of any and all Plans have
            been earned or become payable, but which have not yet been paid to
            you.

                        (ii) Outplacement Service. The Company shall pay or
            reimburse you for the costs, fees and expenses of reasonable
            outplacement assistance services.

                        (iii) Severance. If your termination occurs under this
            Subsection 6(c) within twelve (12) months following a Change in
            Control of the Company, then, subject to the limitations set forth
            in Section 10 hereof, within five (5) business days following the
            Date of Termination, as severance pay and in lieu of any further
            salary for periods subsequent to the Date of Termination, the
            Company shall pay to you a lump sum cash payment equal to two and
            one-half (2.5) times 


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Richard D. Fryar
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            your compensation earned on account of your employment with the
            Company during the one (1) year period prior to the date of the
            Change in Control of the Company. For purposes of this Agreement,
            compensation shall include your base salary plus any cash amounts
            received under incentive or other bonus plans.

            (d) No Setoff. The amount of any payment provided for in this
Section 6 shall not be reduced, offset or subject to recovery by the Company by
reason of any compensation earned by you as the result of employment by another
employer after the Date of Termination or otherwise.

            7. Non-Competition; Non-Solicitation. You and the Company recognize
that your services to the Company are special and unique and that your
compensation and other benefits are partly in consideration of and conditioned
upon your not competing with the Company or its subsidiaries, and that a
covenant on your part not to compete during the term of your employment and
during a period of twelve (12) full calendar months thereafter is essential to
protect the business and goodwill of the Company. Accordingly, you agree that
during the term of your employment with the Company or any of its affiliates and
for a period of twelve (12) full calendar months following your termination of
employment for any reason, you shall not, directly or indirectly, alone or as a
partner, officer, director, shareholder or employee of any other firm or entity:
(a) engage in any commercial activity in competition with any substantial part
of the Company's business as conducted during the term of the Agreement or as of
the Date of Termination of your employment or with any substantial part of the
Company's contemplated business; (b) assist, solicit, entice, or induce (or
assist any other person or entity in soliciting, enticing or inducing) any
customer or potential customer (or agent, employee or consultant of any customer
or potential customer) with whom you had contact in the course of your
employment with the Company to deal with a competitor of the Company; and/or (c)
in any manner solicit, assist or encourage (or assist any other person or entity
in soliciting or encouraging) any other officer or employee of the Company to
work or otherwise provide services for you or for any entity in which you
participate in the ownership, management, operation or control of, or is
connected with in any manner as an independent contractor, consultant or
otherwise.. For purposes of this Section 7, "shareholder" shall not include
beneficial ownership of less than five percent (5%) of the combined voting power
of all issued and outstanding voting securities of a publicly held corporation
whose stock is traded on a major stock exchange or quoted on NASDAQ. You agree
that the services you render to the Company are unique and of extraordinary
character; that the Company has agreed to enter into this Agreement and to
compensate you in the manner provided for herein relying on that fact; that this
covenant not to compete is of the essence of this Agreement and that in the
event of a breach or threatened breach of the provisions of the covenant not to
compete the Company would suffer irreparable damage for which there is no
adequate remedy at law since damages would not be readily determinable.
Accordingly, in the event of a breach or a threatened breach by you of this
covenant, the Company shall be entitled to a temporary restraining order and an
injunction restraining you from any such breach issued by a court of competent
jurisdiction notwithstanding the provisions of Section 14 hereof. Should any
court of competent jurisdiction determine that any of the covenants set forth in
this Section 7 are invalid in any respect, the parties agree that the court so
holding may restrict such covenant in time or in area, or in both, 


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Richard D. Fryar
Page 8

or in any other manner which the court determines sufficient to render the
covenant enforceable against you.

            8. Successors; Binding Agreements.

            (a) Upon your written request, the Company will seek to have any
Successor by agreement in form and substance satisfactory to you, assent to the
fulfillment by the Company of the Company's obligations under this Agreement.
Failure of the Company to obtain such assent at least three (3) business days
prior to the time a Person becomes a Successor (or where the Company does not
have at least three (3) business days advance notice that a Person may become a
successor, within one (1) business day after having notice that such Person may
become or has become a Successor) shall constitute Good Reason for termination
by you of your employment and, if a Change in Control of the Company has
occurred, shall entitle you immediately to the benefits provided hereunder upon
delivery by you of a Notice of Termination.

            (b) This Agreement shall inure to the benefit of and be enforceable
by you, your personal or legal representatives, executors, administrators,
successors, heirs, distributees, devisees and legatees. If you should die while
any amount would still be payable to you hereunder if you had continued to live,
all such amounts, unless otherwise provided herein, shall be paid in accordance
with the terms of this Agreement to your devisee, legatee or other designee or,
if there be no such designee, to your estate.

            (c) For purposes of this Agreement, the "Company" shall include any
corporation or other entity which is the surviving or continuing entity in
respect of any merger, consolidation or other form of business combination in
which the Company ceases to exist.

            9. Withholding. All payments to be made to you under this Agreement
will be subject to required withholding of federal, state and local income and
employment taxes.

            10. Excess Payment Limitation. Notwithstanding anything in this
Agreement to the contrary, in the event that any payment or benefit received or
to be received by you in connection with a change in control of the Company or
termination of your employment (whether payable pursuant to the terms of this
Agreement or any other plan, contract, agreement or arrangement with the
Company, with any person whose actions result in a change in control of the
Company or with any person constituting a member of an "affiliated group" as
defined in Section 280G(d)(5) of the Internal Revenue Code of 1986, as amended
(the "Code"), with the Company or with any person whose actions result in a
change in control of the Company) (collectively, the "Total Payments") would not
be deductible (in whole or in part) by the Company or such other person making
such payment or providing such benefit solely as a result of Section 280G of the
Code, the amounts payable to you under this Agreement shall be reduced until no
portion of the Total Payments is not deductible solely as a result of Section
280G of the Code or such amounts payable to you under this Agreement are reduced
to zero. For purposes of this limitation: (a) no portion of the Total Payments
shall be taken into account which in the opinion of tax counsel selected by the
Company does not constitute a "parachute payment" 


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Richard D. Fryar
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within the meaning of Section 280G(b)(2) of the Code (such as payments payable
pursuant to the Company's standard or general severance policies); (b) payments
pursuant to this Agreement shall be reduced only to the extent necessary so that
the Total Payments (other than those referred to in the immediately preceding
clause (a)) in their entirety constitute reasonable compensation within the
meaning of Section 280G(b)(4)(B) of the Code, in the opinion of the tax counsel
referred to in the immediately preceding clause (a); and (c) the value of any
other non-cash benefit or of any deferred cash payment included in the Total
Payments shall be determined by the Company's independent auditors in accordance
with the principles of Sections 280G(d)(3) and (4) of the Code. In case of
uncertainty as to whether all or some portion of a payment is or is not payable
to you under this Agreement, the Company shall initially make the payment to
you, and you agree to refund to the Company any amounts ultimately determined
not to have been payable under the terms hereof.

            11. Notice. For the purposes of this Agreement, notices and all
other communications provided for in or required under this Agreement shall be
in writing and shall be deemed to have been duly given when personally delivered
or when mailed by United States certified or registered mail, return receipt
requested, postage prepaid and addressed to each party's respective address set
forth on the first page of this Agreement (provided that all notices to the
Company shall be directed to the attention of the chairman of the board or
president of the Company, with a copy to the secretary of the Company), or to
such other address as either party may have furnished to the other in writing in
accordance herewith, except that notice of change of address shall be effective
only upon receipt.

            12. Validity. The invalidity or unenforceability of any provision of
this Agreement shall not affect the validity or enforceability of any other
provision of this Agreement, which shall remain in full force and effect.

            13. Limitation of Damages. If for any reason you believe the
benefits provisions of this Agreement have not been properly adhered to by the
Company, and if, pursuant to Section 14 hereof, it is determined that the
Company has not, in fact, properly adhered to the benefits provisions of this
Agreement, the sole and exclusive remedy to which you are entitled are the
benefits payment to which you are entitled under the provisions of this
Agreement.

            14. Dispute Resolution. Any dispute or controversy arising under or
in connection with this Agreement shall be settled exclusively by arbitration in
Minneapolis, Minnesota by three (3) arbitrators in accordance with the rules of
the American Arbitration Association then in effect. The decision of the
arbitrators shall be final and binding on both parties. Judgment may be entered
on the arbitrators' award in any court having jurisdiction. The arbitrators
shall strictly adhere to the sole and exclusive remedy set forth in Section 13
hereof and may not award or assess punitive damages against either party. Each
party shall bear its own costs and expenses of the arbitration and one-half
(1/2) of the fees and costs of the arbitrators.

            15. Related Agreements. To the extent that any provision of any
other Plan or agreement between the Company or any of its subsidiaries and you
shall limit, qualify or be inconsistent with any provision of this Agreement,
then for purposes of this Agreement, while 


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Richard D. Fryar
Page 10

the same shall remain in force, the provision of this Agreement shall control
and such provision of such other Plan agreement shall be deemed to have been
superseded, and to be of no force or effect, as if such other agreement had been
formally amended to the extent necessary to accomplish such purpose.

            16. Survival. The respective obligations of, and benefits afforded
to, the Company and you as provided in Sections 4, 5, 6, 7, 8(b), 14 and 15 of
this Agreement shall survive termination of this Agreement and shall remain in
full force and effect according to their terms.

            17. Counterparts. This Agreement may be executed in several
counterparts, each of which shall be deemed to be an original but all of which
together will constitute one and the same instrument.

            18. Miscellaneous. No provision of this Agreement may be modified,
waived or discharged unless such modification, waiver or discharge is agreed to
in a writing signed by you and the chairman of the board or president of the
Company, provided, however, if you occupy those positions at the time, such
writings shall be signed by another officer of the Company at the direction of
the Board of Directors. No waiver by either party hereto at any time of any
breach by the other party hereto of, or of compliance with, any condition or
provision of this Agreement to be performed by such other party shall be deemed
a waiver of similar or dissimilar provisions or conditions at the same or at any
prior or subsequent time. No agreements or representations, oral or otherwise,
express or implied, with respect to the subject matter hereof have been made by
either party which are not expressly set forth in this Agreement. This Agreement
and the legal relations among the parties as to all matters, including, without
limitation, matters of validity, interpretation, construction, performance and
remedies, shall be governed by and construed in accordance with the internal
laws of the State of Minnesota. Headings are for purpose of convenience only and
do not constitute a part of this Agreement. The parties hereto agree to perform,
or cause to be performed, such further acts and deeds and shall execute and
deliver, or cause to be executed and delivered, such additional or supplemental
documents or instruments as may be reasonably required by the other party to
carry into effect the intent and purpose of this Agreement.


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Richard D. Fryar
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            If this letter correctly sets forth our agreement on the subject
matter hereof, kindly sign and return to the Company the enclosed copy of this
letter which will then constitute our agreement on this subject.

Sincerely,

ROCHESTER MEDICAL CORPORATION


By:  /s/ Anthony J. Conway
     ----------------------------------
         Name:   Anthony J. Conway
         Title:  President and CEO


Agreed to this 4th day of December 1998.

/s/ Richard D. Fryar
----------------------------------
Richard D. Fryar