Exhibit 10.20


 


AGREEMENT ON BOARD
REPRESENTATION


 


This
agreement (“Agreement”) is entered into as of the 16th day of
February 2006 between Enpath Medical Inc., a Minnesota corporation formerly
known as Medamicus, Inc. (“Enpath”), and BIOMEC Inc., an Ohio corporation (“Biomec”).


 


RECITALS:


 


1.             Enpath and Biomec entered into that
certain Asset Purchase Agreement, dated as of July 21, 2003 which closed on
October 23, 2003 (the “Asset Purchase Agreement”), under which Enpath purchased
assets of Biomec and agreed to circumstances under which Biomec’s Chair would
serve on the Enpath Board of Directors.


 


2.             Biomec and Enpath entered into an
Amendment to Asset Purchase Agreement dated as of March 14, 2005 (the “2005
Amendment”) and a Letter Agreement dated as of March 15, 2005 (the “2005 Letter
Agreement”) (collectively “2005 Agreements”).


 


3.             Under the terms of the 2005
Amendment, Enpath agreed that it would continue to nominate and solicit proxies
for the re-election of the Chairman of Biomec to the Enpath Board until such
time as Biomec and its affiliates held less than 5% in the aggregate of Enpath
stock.


 


4.             Under the 2005 Letter Agreement,
Enpath and Biomec agreed that the person to be nominated as a director of
Enpath would be the Chair of Biomec “or such other person as Enpath and Biomec
may mutually agree.”  In addition, under
the terms of the 2005 Letter Agreement, Biomec was required to provide to
Enpath, on or prior to February 1 of each year beginning in 2006, a list of
Biomec affiliates and their ownership of Enpath common stock so that Enpath
could confirm the 5% threshold was met.


 


5.             Trevor O. Jones, the Chair of
BIOMEC, has discussed with Enpath the possibility of Biomec designating a
person other than the Chair of Biomec to serve on the Enpath board, as
contemplated by the 2005 Letter Agreement.


 


The
parties hereby agree as follows:


 


1.             Biomec hereby represents to Enpath that as of December
1, 2005, affiliates of Biomec owned a total of 346,078 shares of Enpath, which
was equal to 5.7% of the total outstanding Enpath shares.


 


2.             Enpath and Biomec hereby agree that
Richard T. Schwarz is the designee of Biomec. Enpath agrees to elect Mr.
Schwarz to the Enpath Board on February 16, 2006 and hereby agrees to nominate
Mr. Schwarz for election as a director at the 2006 Enpath Annual Meeting of
Shareholders.


 


3.             Concurrently with the election of
Mr. Schwarz to the board, Mr. Trevor O. Jones will resign as Vice Chair and a
director of Enpath.


 


IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the date first written above.


 


	
   

  	
  ENPATH
  MEDICAL, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  James D Hartman

  	
   

  
	
   

  	
  Name:

  	
  James
  D. Hartman

  	
   

  
	
   

  	
  Title:

  	
  Chair

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  BIOMEC
  INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Trevor O. Jones

  	
   

  
	
   

  	
  Name:

  	
  Trevor
  O. Jones

  	
   

  
	
   

  	
  Title:

  	
  Chair

  	
   

  
								



 


I
hereby resign as a member of the Enpath Board, to be effective as of February
16, 2006 with the election of Richard Schwarz to the Enpath Board of Directors.


 




	
   

  	
  /s/
  Trevor O. Jones

  	
   

  
	
   

  	
  Trevor
  O. Jones