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                                                                    EXHIBIT 10.2



                              EMPLOYMENT AGREEMENT



         This Employment Agreement (the "Agreement") is entered into as of
August 1, 2002 between Somanetics Corporation, a Michigan corporation (the
"Company"), and Dominic J. Spadafore ("Employee").

                                    RECITALS

         A. The Company desires to employ Employee, and Employee desires to
become an employee of the Company on the terms and conditions set forth in this
Agreement.

         THEREFORE, the Company and Employee agree as follows:

1. Employment. During the term of Employee's employment under this Agreement (as
defined in Section 2), the Company shall employ Employee, and Employee hereby
accepts such employment by the Company, on a full time basis, in accordance with
the terms and conditions set forth in this Agreement.

         1.1. Position and Duties. Employee shall serve as Vice President of
Sales and Marketing of the Company or in such other position with the Company as
the Board of Directors of the Company shall, from time to time, specify.
Employee shall perform all duties, services and responsibilities and have such
authority and powers for, and on behalf of, the Company as are customary and
appropriate for such position and as are established from time to time by, or in
accordance with procedures established by, the Company's Board of Directors,
President or Chief Executive Officer.

         1.2. Performance. Employee shall perform the duties called for under
this Agreement to the best of his ability and shall devote all of his business
time, energies, efforts and skill to such duties during the term of his
employment and shall not seek or accept employment with any other employer or
business or engage in any other business of any nature whatsoever, in any
capacity whatsoever, unless approved in writing in advance by the Company's
Board of Directors, President or Chief Executive Officer. Employee shall be
based in the Troy, Michigan area and perform his duties in the State of Michigan
except for travel incidental to the performance of his duties under this
Agreement.

2. Term. The term of Employee's employment under this Agreement shall begin on
the date of this Agreement and shall continue until terminated pursuant to the
following:

         2.1. Death. Employee's employment under this Agreement shall terminate
immediately upon Employee's death.



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         2.2. Disability. The Company shall have the right, upon written notice
to Employee, to terminate Employee's employment under this Agreement on the
earlier of (1) the day after six consecutive months during which employee
suffers from a "Disability" (as defined in Section 2.5.1) and (2) the day that
Employee is eligible to begin receiving disability benefits under any long-term
disability insurance policy or its equivalent provided to Employee pursuant to
Section 3.4. Such termination shall be effective immediately when such notice is
deemed given to Employee pursuant to Section 7, or upon such later date, if any,
provided in such notice. Employee shall continue to receive compensation
pursuant to Section 3 during the period before termination of his employment
pursuant to this Section 2.2, if Employee's employment is not otherwise
terminated pursuant to this Agreement, less any disability benefits Employee
receives pursuant to any long-term disability insurance policy or its equivalent
provided to Employee pursuant to Section 3.4 with respect to such period. There
shall be no such deduction for long-term disability benefits received by
Employee if Employee pays the premiums on such long-term disability insurance
policy.

         2.3. With Cause. The Company shall have the right, upon written notice
to Employee, to terminate Employee's employment under this Agreement for "Cause"
(as defined in Section 2.5.2). Such termination shall be effective immediately
when such notice is deemed given to Employee pursuant to Section 7, or upon such
later date, if any, provided in such notice.

         2.4. Without Cause. The Company and Employee shall each have the right,
upon written notice to the other, to terminate Employee's employment under this
Agreement without "Cause" (as defined in Section 2.5.2). Such termination shall
be effective when such notice is deemed given to Employee pursuant to Section 7,
or upon such later date, if any, provided in such notice, with respect to
termination by the Company. Such termination shall be effective 30 days after
such notice is deemed given to the Company pursuant to Section 7, or upon such
later date, if any, provided in such notice, with respect to termination by
Employee.

         2.5. Definitions.

                  2.5.1. Disability. For purposes of this Agreement,
         "Disability" means (1) Employee's physical or mental condition that,
         assuming the condition continues, would entitle him to disability
         benefits pursuant to any long-term disability insurance policy or its
         equivalent provided to Employee pursuant to Section 3.4, all if
         permitted by such insurance policy or its equivalent, or (2) if no
         long-term disability insurance policy or its equivalent is provided to
         Employee pursuant to Section 3.4 or if not permitted by such insurance
         policy or its equivalent, Employee's absence from his job due to
         illness or other physical or mental condition or Employee's inability,
         whether physical or mental, to perform all of his normal duties under
         this Agreement or of his position. If there is any disagreement as to
         the nature, extent, duration or cause of Employee's absence or
         disability, such matter shall be determined by a doctor chosen by the
         Company and a doctor chosen by Employee, and, if necessary, a doctor
         mutually chosen by such doctors; provided that Employee shall be deemed
         subject to a "Disability" if Employee shall fail or refuse to submit to
         physical examinations by such doctors.

                  2.5.2. Cause. For purposes of this Agreement, "Cause" means
         (1) Employee's failure to (a) devote substantially full time to
         Employee's employment duties (except

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         because of illness or disability) or (b) (after notice and at least 30
         days to cure such failure) make a good faith effort to perform
         Employee's employment duties under this Agreement, (2) any other
         willful act or omission that Employee know or had reason to know would
         materially injure the Company, (3) any breach by Employee of any of the
         terms of this Agreement or of any Confidentiality agreement between
         Employee and the Company, including, without limitation, any breach of
         Employee's representations, warranties or agreements contained in this
         Agreement, (4) any breach by Employee of his fiduciary duties to the
         Company, (5) Employee's neglect, (6) Employee's abuse of office
         amounting to a breach of trust, (7) Employee's fraud, (8) any
         allegation by any of Employee's former employer's that, if true, would
         result in a misrepresentation or breach by Employee of Employee's
         representations under Section 6 (including any claim that the Company
         interfered with any of Employee's agreements or induced Employee in any
         way to breach any of Employee's agreements), (9) Employee's willful
         violation of any law, rule or regulation (other than minor traffic
         violations or similar offenses), which violation shall have an adverse
         effect upon the Company, (10) any act of theft, dishonesty or fraud by
         Employee or (11) any act or omission by Employee that is contrary to
         the direction of the Company's Board of Directors, President or Chief
         Executive Officer, if such direction relates to Employee's duties to
         the Company that are reasonably performable.

                  2.5.3. Change in Control. For purposes of this Agreement, a
         "Change in Control" occurs on the first day any one or more of the
         following occurs:

                           (a) Merger of Consolidation. The Company consolidates
                  with or merges with or into any other corporation or other
                  entity;

                           (b) Asset Sale. The Company transfers all or
                  substantially all of its properties and assets to any other
                  corporation, person or entity;

                           (c) Dissolution or Liquidation. The Company dissolves
                  or liquidates;

                           (d) Reorganization or Reclassification. The Company
                  effects a capital reorganization or reclassification in such a
                  way that holders of the Company's common shares, par value
                  $0.01 a share ("Common Shares"), shall be entitled to receive
                  securities of a third party, cash or other assets with respect
                  to or in exchange for the Common Shares; or

                           (e) Stock Acquisition. The acquisition by any person,
                  entity or group (as defined pursuant to Section 13(d) of the
                  Securities Exchange Act of 1934, as amended (the "Exchange
                  Act")), of 51% or more of the Company's outstanding voting
                  securities.

3. Compensation. As full compensation for Employee's performance of his duties
pursuant to this Agreement, the Company shall pay Employee during the term of
this Agreement, and Employee shall accept as full payment for such performance,
the following amounts and benefits:


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         3.1. Salary. As salary for Employee's services to be rendered under
this Agreement, the Company shall pay Employee an initial annual salary of
$130,000, subject to increase, but not decrease, in the discretion of the
Company's Board of Directors. Such salary shall be payable semi-monthly in
arrears (or at such other interval, not less frequently than monthly, as the
Company shall designate).

         3.2. Bonus. Employee shall be eligible to participate in bonus plans
established from time to time by the Company's Board of Directors. During the
first year of the term of Employee's employment under this Agreement, Employee
shall receive a minimum bonus at an annual rate of $70,000, payable monthly in
arrears.

         3.3. Stock Option. The Company will grant Employee an option to
purchase 100,000 Common Shares, which will be issued outside of the Somanetics
Corporation 1997 Stock Option Plan (the "Option") in substantially the form
attached as Exhibit A. The Company and Employee acknowledge and agree that
Employee has not previously been employed by the Company and that the Option is
being issued to Employee, and the underlying Common Shares will be issued to
Employee upon exercise of the Option, as an inducement essential to Employee's
entering into this Agreement with the Company.

         3.4. Benefits. Employee shall be eligible to participate in all fringe
benefits, if any, including insurance, vacation, other employee benefit plans
and business expense reimbursement, applicable to other similar employees of the
Company, when and if adopted and made available during the term of this
Agreement to employees with similar periods of service, subject to any
eligibility or other requirements for participating in such fringe benefits and
to the actual existence of the respective plans.

4. Effects of Termination.

         4.1. Termination Without Cause During First Two Years. In addition to
its obligations under Section 4.3, the Company shall pay Employee the amount
described in Section 4.1.1 if, during the first two years of the term of
Employee's employment under this Agreement, Employee's Employment under this
Agreement is terminated by the Company (or the successor to its business)
without "Cause" pursuant to Section 2.4; provided that the payment described in
this Section 4.1 shall not be payable, and this Section 4.1 shall not apply, if
such termination is in connection with a "Change in Control" (as defined in
Section 2.5.3) and (1) the successor to the Company's business (which might be
the Company) is bound by (or assumes) and performs this Agreement, or (2) the
successor to the Company's business (which might be the Company) offers
employment to Employee on the same terms and conditions provided in this
Agreement without any substantial decrease (without Employee's consent) in
Employee's annual salary rate from Employee's annual salary rate immediately
before such Change in Control, or (3) Employee accepts employment with the
successor to the Company's business.

                  4.1.1. Amount and Payment. If Employee is entitled to the
         payment under this Section 4.1 or Section 4.2, and subject to Section
         4.1.2, the Company shall pay Employee an amount equal to 12 months of
         Employee's base salary at the rate in effect under Section 3.1
         immediately before such termination. This payment shall be paid to
         Employee, at the Company's election, either (1) at the times such
         salary would normally

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         have been paid pursuant to Section 3.1 if Employee's employment under
         this Agreement had not terminated, or (2) in a discounted lump sum
         within 10 business days after the date of such termination, using the
         interest rate applicable to the Company's borrowings, if any, or if the
         Company has no loan arrangements, the prime rate as determined by the
         Company's Board of Directors or its Chief Executive Officer. The
         Company may withhold from such payment all federal, state, city and
         other taxes to the extent such taxes are required to be withheld by
         applicable law.

                  4.1.2. Golden Parachute Limitation. Notwithstanding anything
         in this Section 4.1 or in Section 4.2 to the contrary, the total amount
         of all payments of cash or property in the nature of compensation
         contingent on a change in the ownership or effective control of the
         Company or in the ownership of a substantial portion of the Company's
         assets, including, without limitation, the benefits provided pursuant
         to this Section 4.1 and Section 4.2 and payments relating to any stock
         options or restricted stock that vest as a result of a Change in
         Control, shall not exceed the maximum amount that may be paid to
         Employee and not be deemed a "parachute payment" resulting in an excise
         tax to Employee and a loss of compensation deduction to the Company,
         all within the meaning of Section 280G of the Internal Revenue Code of
         1986, as amended, or any successor provision. If the payment otherwise
         provided pursuant to this Section 4.1 or Section 4.2 would result in
         Employee receiving such a "parachute payment", it shall be reduced
         until the aggregate of all such payments is $1.00 less than the amount
         that would result in Employee receiving such a "parachute payment".

         4.2. Termination In Connection With A Change In Control After First Two
Years. In addition to its obligations under Section 4.3, the Company shall pay
Employee the amount described in Section 4.1.1 if, after the first two years of
the term of Employee's employment under this Agreement, Employee's Employment
under this Agreement is terminated by the Company (or the successor to its
business) without "Cause" pursuant to Section 2.4 either within 90 days before
or one year after a "Change in Control" (as defined in Section 2.5.3); provided
that the payment described in this Section 4.2 shall not be payable, and this
Section 4.2 shall not apply, if in connection with such "Change in Control" (as
defined in Section 2.5.3) (1) the successor to the Company's business (which
might be the Company) is bound by (or assumes) and performs this Agreement, or
(2) the successor to the Company's business (which might be the Company) offers
employment to Employee on the same terms and conditions provided in this
Agreement without any substantial decrease (without Employee's consent) in
Employee's annual salary rate from Employee's annual salary rate immediately
before such Change in Control, or (3) Employee accepts employment with the
successor to the Company's business.

         4.3. Provisions Applicable to All Terminations. Subject to Sections 4.1
and 9, when the term of Employee's employment under this Agreement terminates,
the Company's obligations under this Agreement, including obligations under
Section 3, shall end, except for the Company's obligations to (1) pay to
Employee (or his estate) any salary and bonus compensation, pursuant to Sections
3.1 and 3.2, actually earned, accrued and unpaid through the date of
termination, and (2) pay to Employee (or his estate) for all benefits actually
due pursuant to Section 3.4, accrued and unpaid through the date of termination.



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5. Invention, Confidentiality, Non-Competition, and Non-Solicitation. In
consideration of Employee's employment with the Company, of the consideration
paid to Employee in connection with his employment with the Company and of the
positions that Employee now holds or may in the future hold, which may include
having access to, or learning information concerning, the business activities of
the Company and acquiring confidential or otherwise proprietary facts and
information concerning technological and other activities of the Company,
including its ongoing or prospective research and/or development plans or
activities, Employee agrees to the provisions of this Section 5.

         5.1. Inventions.

                  5.1.1. Company Ownership. Any and all improvements,
         discoveries, innovations, inventions, conceptions and/or reductions to
         practice, "Confidential Information" (as defined in Section 5.2.2),
         problem solutions and, in general, all technological conceptions and
         developments, whether patentable or not, (collectively referred to in
         this Agreement as "Inventions") which Employee makes or comes to know
         of, either alone or with others, during the term of Employee's
         employment or other association with the Company, and relating in any
         way to the business interests or business activities of the Company,
         whether past or present or future, or relating to its technological or
         product research and/or development programs, are understood and agreed
         to be, and are by this Agreement expressly made to be, the exclusive
         property of the Company.

                  5.1.2. Disclosure to the Company. Employee shall disclose
         promptly and fully to the Company and to its attorneys all Inventions,
         and Employee shall, when requested to do so either before or after the
         termination of Employee's employment with the Company, formally assign
         and convey to the Company Employee's entire right, title and interest
         in and to all Inventions; Employee shall assist the Company and its
         agents in preparing patent applications, both United States and
         foreign, covering any Invention; Employee shall promptly review,
         execute and deliver all said applications and assignments of the same
         to the Company, and shall, as promptly as reasonably possible,
         generally give all information and testimony, sign all papers and do
         all things which may be reasonably needed or requested by the Company,
         to the end that the Company may obtain, extend, reissue, maintain and
         enforce United States and foreign patents covering said Inventions.

                  5.1.3. Company Expenses. It is and shall be the sole
         responsibility of the Company to bear all expenses incurred in
         obtaining, extending, reissuing, maintaining and enforcing the
         aforementioned patents and in vesting and perfecting title thereto in
         the Company and also to pay all reasonable expenses which Employee
         incurs at the Company's request.

         5.2. Confidentiality.

                  5.2.1. Obligation to Keep Confidential. Except as authorized
         in writing by the Company, Employee shall not at any time, either prior
         to, during or after my association with the Company, disseminate,
         disclose or otherwise appropriate, directly or indirectly,

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         any Confidential Information of the Company of which Employee gains
         knowledge prior to, during or after termination of such employment, and
         Employee shall retain all such information in trust in a fiduciary
         capacity for the sole use and benefit of the Company. Employee
         acknowledges that the Confidential Information of the Company is
         valuable, special and unique to its business, that on such Confidential
         Information the Company's business depends, that such Confidential
         Information is proprietary to the Company, and that the Company wishes
         to protect such Confidential Information by keeping it secret and
         confidential for the sole use and benefit of the Company. Employee
         shall take all steps necessary, and all steps reasonably requested by
         the Company, to ensure that all such Confidential information is kept
         secret and confidential for the sole use and benefit of the Company.

                  5.2.2. "Confidential Information". Confidential Information of
         the Company means information known or apprehended by the Company
         and/or developed by or for the Company, by any person, including
         Employee, which is not otherwise explicitly, consciously, properly,
         legally and generally known in any industry in which the Company is or
         may become engaged. Confidential Information includes, but is not
         limited to, such information, whether now possessed or hereafter
         obtained, concerning plans, marketing and sales methods, materials,
         processes, procedures or devices utilized or considered by the Company,
         or by consultants, technicians, employees, or medical clinics or other
         medical organizations with which the Company deals (or organizations or
         other entities or persons associated with such medical clinics or other
         medical organizations), or by contractors, representatives and
         customers of the Company, plans for development of new products,
         services and expansion into new areas or markets, internal operations,
         trade secrets, Inventions, patent applications, trade names,
         trademarks, service marks, copyrights, proprietary information and
         other confidential information of any type, together with all written,
         graphic, and other materials relating to all or any part of the same
         (collectively, "Confidential Information").

                  5.2.3. Property of the Company. All records and other
         materials pertaining to the Confidential Information, whether developed
         by Employee or not, shall be and remain the exclusive property of the
         Company. Upon termination of Employee's association with the Company or
         at any other time the Company may in writing so request, Employee shall
         promptly deliver to the Company all materials concerning any Invention
         or Confidential Information, copies thereof and any other materials of
         the Company which are in Employee's possession or control, and Employee
         shall not make or retain any copy or extract thereof.

         5.3. Non-Compete. During the term of Employee's employment with the
Company and for a period of one year following the termination of Employee's
employment with the Company (voluntarily or involuntarily and with or without
good reason or cause), Employee shall not, directly or indirectly, himself, or
through or for any individual, person or entity wherever located:

                  5.3.1. Competing Activities. Engage in any activities or
         perform any services in connection with, or sell, any products that are
         patches for ventricular restoration, cerebral


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         oximeters, related sensors, or other products sold by the Company
         during the term of Employee's employment with the Company; or

                  5.3.2. Employee or Owner of Competitor. Be employed by,
         consult with, own any capital stock of, or have any financial interest
         of any kind in, any individual, person or entity, wherever located,
         that manufacturers, assembles or sells patches for ventricular
         restoration, cerebral oximeters, related sensors, or other products
         sold by the Company during the term of Employee's employment with the
         Company; provided that Employee may own, for investment purposes only,
         up to 3% of the stock of any publicly traded business whose stock is
         either listed on a national stock exchange or on The Nasdaq National
         Market, if Employee is not otherwise affiliated with such business; or

                  5.3.3. Solicit Customers. Solicit any entity that, to
         Employee's knowledge, was a customer of the Company within the year
         before that date Employee's employment with the Company terminates to
         supply patches for ventricular restoration, cerebral oximeters, related
         sensors, or other products sold by the Company during the term of
         Employee's employment with the Company to such customer.

         5.4. Non-Solicitation. During the term of Employee's employment with
the Company and for a period of five years following the termination of
Employee's employment with the Company (voluntarily or involuntarily and with or
without good reason or cause), Employee shall not, directly or indirectly,
himself, or through or for any individual, person or entity wherever located (1)
solicit or attempt to hire any person who is then employed by, or is a
consultant to, the Company or who, to Employee's knowledge, was employed by, or
was a consultant to, the Company at any time during the year before the
termination of Employee's employment with the Company, or (2) encourage any such
person to terminate his or her employment or consultation with the Company.

         5.5. Equitable Remedies. Sections 5.1, 5.2, 5.3, and 5.4 are intended,
among other things, to protect the Confidential Information described in Section
5.2.2 and the Company's technology, proprietary information and personnel, and
Employee acknowledges and agrees that the covenants and undertakings contained
in this Section 5 relate to matters which are of a special, unique and
extraordinary character, and a violation or any of their terms will cause
irreparable injury to the Company, the amount of which will be extremely
difficult, if not impossible, to estimate or determine and which cannot be
adequately compensated by monetary damages alone. Therefore, Employee agrees
that if he breaches or threatens to breach any of those sections, in addition to
any other rights and remedies which may be available to the Company under this
Agreement, under the applicable law or at law or equity, the Company shall be
entitled, as a matter of course, to obtain an injunction, restraining order, or
other equitable relief from any court of competent jurisdiction, restraining any
violation or threatened violation of any such terms by Employee and/or by such
other persons and entities as the court shall order.

         5.6. Company's Right to Adapt and Develop. It is understood and agreed
that the Company shall have the royalty-free, worldwide, assignable right to
use, or to adapt and to develop in any way, all inventions conceived or made by
Employee, whether or not patentable, including, but not limited to, processes,
methods, formulae, and techniques, as well as


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improvements thereof or know-how related thereto, or not to use them at all
should the Company so choose.

6. Representation. Employee represents and warrants that (1) his performance of
this Agreement does not and will not breach any agreement or duty that Employee
has to anyone else to keep in confidence confidential information belonging to
others, and (2) Employee is not now a party to or bound in any way by any
agreement, commitment, obligation or company policy (written or otherwise),
including any with Employee's former employer, that in any way restricts
Employee's ability to enter into, or perform Employee's obligations under, this
Agreement or under which a breach or default occurs, or with notice, lapse of
time or both will occur, as a result of Employee" entry into, or performance of
Employee's obligations under, this Agreement.

7. Assignment. The Company shall not be required to make any payment under this
Agreement to any assignee or creditor of Employee, other than to Employee's
legal representative on death. Employee's obligations under this Agreement are
personal and may not be assigned, delegated or transferred in any manner and any
attempt to do so shall be void. Employee, or his legal representative, shall
have no rights by way of anticipation or otherwise to assign or otherwise
dispose of any right of Employee under this Agreement. The Company may assign
this Agreement without Employee's consent to any successor to the Company's
business.

8. Notice. Any notice to be given under this Agreement shall be deemed to be
given (1) when delivered to the party in person, (2) on the date delivery is
guaranteed if sent by courier that guarantees delivery, or (3) three business
days after mailed, if mailed by certified or registered mail, postage prepaid,
and return receipt requested, to:

         8.1.     To Employee

                  Dominic J. Spadafore
                  1464 Bloomingdale Drive
                  Troy, Michigan  48085

         8.2.     To the Company.

                  Somanetics Corporation
                  1653 East Maple Road
                  Troy, Michigan  48083-4208
                  Attention:  Chief Executive Officer

                  With a copy to:

                  Robert J. Krueger, Jr.
                  Honigman Miller Schwartz and Cohn LLP
                  2290 First National Building
                  660 Woodward Ave.
                  Detroit, Michigan  48226-3583



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or at such other address as the party shall have advised the other parties in
writing by notice pursuant to this Section 8

9. Survival. Notwithstanding anything in this Agreement to the contrary, the
provisions of Sections 3 (subject to the limitations set forth in Section 4), 4,
5, 6, 7, 8, 9, 10, 11, 12, 13, 14, and 15 of this Agreement shall survive the
termination of Employee's employment or other association with the Company,
shall be fully effective thereafter, and shall be binding upon Employee and upon
his heirs, executors, administrators and other legal representatives.

10. Modification. This Agreement and any Invention and Confidentiality Agreement
between Employee and the Company are the complete agreement between the parties
with respect to their subject matter and may be modified only by a written
instrument executed by Employee and the Company.

11. Governing Law; Choice of Forum. The laws of the State of Michigan shall
govern this Agreement, its construction, and the determination of any rights,
duties or remedies of the parties arising out of or relating to this Agreement.
The parties acknowledge that the United States District Court for the Eastern
District of Michigan or the Michigan Circuit Court for the County of Oakland
shall have exclusive jurisdiction over any case or controversy arising out of or
relating to this Agreement and that all litigation arising out of or relating to
this Agreement shall be commenced in the United States District Court for the
Eastern District of Michigan or in the Oakland County (Michigan) Circuit Court.

12. Severability. The provisions of this Agreement will be deemed severable, and
if one or more of the provisions contained in the Agreement shall, for any
reason, be held invalid, illegal or unenforceable in any respect, (1) such
invalidity, illegality or unenforceability shall not affect any other provision
of this Agreement, but this Agreement shall be construed as if such invalid,
illegal or unenforceable provision has never been contained in this Agreement,
and (2) such provisions may be changed to the extent reasonably necessary to
make the provision, as so changed, legal, valid and binding. If, moreover, any
one or more of the provisions contained in this Agreement shall for any reason
be held to be excessively broad as to time, duration, geographical scope,
activity or subject, it shall be construed by limiting and reducing it so as to
be enforceable to the extent compatible with the applicable law as it shall then
appear.

13. No Waiver. No waiver of any breach of any agreement or provision contained
in this Agreement shall be deemed a waiver of any preceding or succeeding breach
of such agreement or provision or of any other agreement or provision contained
in this Agreement. No extension of time for performance of any obligation or
acts shall be deemed an extension of time for the performance of any other
obligation or act.

14. Successor Obligations. This Agreement will be binding upon and inure to the
benefit of the Company and its successors and assigns. This Agreement will be
binding upon Employee and will inure to Employee's benefit, but Employee may not
assign this Agreement or delegate any of his rights or obligations under this
Agreement.


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15. Consultation With Counsel. Employee acknowledges that he has been given the
opportunity to consult with his personal legal counsel concerning all aspects of
this Agreement and the Company has urged Employee to so consult with such
counsel.

         IN WITNESS WHEREOF, the Company and Employee have signed this Agreement
as of the date set forth in the introductory paragraph of this Agreement.



                            SOMANETICS CORPORATION


                            By:  /s/ Bruce J. Barrett
                               -------------------------------------------------
                                     Bruce J. Barrett
                                     Its:  President and Chief Executive Officer


                            /s/ Dominic J. Spadafore
                            ----------------------------------------------------
                            Dominic J. Spadafore




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