AGREEMENT TO TERMINATE
                          WRITTEN EMPLOYMENT AGREEMENT


     WHEREAS,  Murdock  Communications  Corporation  ("MCC") and William Wharton
("Wharton")  are  parties  to  a  written  employment agreement (the "Employment
Agreement")  dated  January  1,  1999;  and

     WHEREAS, Wharton's employment with MCC ended effective January 1, 2000; and

     WHEREAS,  MCC  continued  to  pay  Wharton's  salary through June 30, 2000,
(hereafter  the  "Severance Payments") in partial consideration for the promises
and  agreements  described  below;  and

     WHEREAS,  MCC  and  Wharton  mutually  desire  to  terminate the Employment
Agreement  and  release  all  claims and obligations thereunder, pursuant to the
terms  and  promises  set  forth  below;

     MCC  AND  WHARTON  THEREBY  AGREE  AS  FOLLOWS:

     1.     MCC hall issue warrants granting Wharton the right to purchase up to
seventy-five  thousand  (75,000)  shares  of MCC stock, at a price of one dollar
($1.00)  per  share, valid for three years from the date of issue, with an issue
date  of  March  22,  2000.

     2.     All  MCC  stock options of which Wharton was fully vested as of June
30,  2000, shall remain in full force and effect and may be exercised by Wharton
on  or  before  June 30, 2001.  Any such options not exercised on or before June
30,  2001,  shall  expire  without  further  notice  to  Wharton.

     3.     In exchange for the Severance Payments Wharton has already received,
along  with the additional consideration described in paragraphs 1 and 2, above,
and  without  further  compensation or consideration from MCC, Wharton agrees to
make himself available to MCC as an independent contractor to provide counseling
and assistance to MCC in matters involving the collection of MCC's aged accounts
receivable,  the  filing of regulatory forms, the payment of MCC's aged accounts
payable and the sale of any MCC assets, through December 31, 2000, to the extent
that  such  advice and counseling does not unreasonably interfere with Wharton's
ability  to  perform  the functions of his full-time employment.  After December
31, 2000, Wharton may, at his discretion, provide further assistance to MCC from
time-to-time  if  so  requested  by  MCC.


<PAGE>
     4.     In exchange for the Severance Payments Wharton has already received,
along  with the additional consideration described in paragraphs 1 and 2, above,
and  without  further  compensation or consideration from MCC, Wharton agrees to
take  all steps necessary to transfer all telephone accounts relating to Larken,
Inc.,  or  affiliates  of Larken, Inc., out of MCC's name effective May 1, 2000,
and  to  provide  MCC with written assurance that MCC is not responsible for the
payment  of any statements, bills, liabilities or obligations pertaining to such
accounts  for  any  time  period  after  May  1,  2000.

     5.     In exchange for the Severance Payments Wharton has already received,
along  with the additional consideration described in paragraphs 1 and 2, above,
and  without  further  compensation  or  consideration  from MCC, Wharton hereby
releases and forever discharges MCC, along with its officers and directors, from
any  and  all obligations, liabilities or claims arising from or relating to any
acts  or  omissions,  or  to  Terminate Employment Agreement (as defined below),
including  without  limitation claims arising from or relating to the Employment
Agreement,  except  that  Wharton  does  not  release  MCC  or  its officers and
directors  from any claims of fraud or other intentional wrongdoing based on any
acts  that  may have occurred during the course of Wharton's employment with MCC
and,  further, that nothing herein shall have the effect of releasing any claims
that  Wharton  may have that arise from or relate to any promissory notes issued
by  MCC  to  Wharton.  Any  claims  that Wharton has, or may claim to have, that
arise  from  or  relate  to  any promissory notes issued by MCC to Wharton shall
survive  the  execution of this Agreement but shall be extinguished in the event
that (1) Wharton and MCC reach a separate agreement to extinguish such claims or
(2)  Wharton  obtains a full and complete release from any obligations under any
and  all  promissory  notes  that  he  has  issued to the Hartford Carlisle Bank
without  payment  or other valuable consideration supplied by him.  In the event
that  Wharton  obtains  a full and complete release of any obligations under any
and  all promissory notes that he has issued to Hartford Carlisle Bank, then any
claims  that  Wharton  may  have  against  MCC  that arise from or relate to any
promissory  notes  issued by MCC to Wharton shall be limited to the actual value
of  such  payment or consideration plus any allowable reasonable expenses and/or
attorney fees.  Nothing in this paragraph shall act as a release or satisfaction
of  the  obligations evidenced directly by the promissory notes issued by MCC to
Wharton.  MCC  hereby releases Wharton from any and all obligations, liabilities
or  claims arising from or relating to any acts or omissions, or alleged acts or
omissions,  by  Wharton  on  or  before  the Effective Date of this Agreement to
Terminate  Employment  Agreement,  except that MCC does not release Wharton from
any  claims  of fraud or other intentional wrongdoing based on any acts that may
have  occurred  during  the  course  of  Wharton's  employment  with  MCC.


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<PAGE>
     6.     This  Agreement  to Terminate Employment Agreement hereby supercedes
and  extinguishes  all  prior  contracts  or arrangements between MCC ad Wharton
relating  to Wharton's employment with MCC, and is intended by the parties to be
a  full,  complete,  final  and  integrated  document.

     7.     This  Agreement  to Terminate Employment Agreement shall be governed
and  construed by Iowa law, and may be enforced by either party only in The Iowa
District  Court  for  Linn  County,  Iowa.

     8.     The  "Effective  Date"  of  this  Agreement  to Terminate Employment
Agreement  is the date that the last of the parties to execute this Agreement to
Terminate  Employment  Agreement  has  done  so.

MURDOCK  COMMUNICATIONS  CORPORATION

BY     /s/  Paul  Tunink                              DATED     12/20/00
       -----------------                                        --------
     ITS     VP  &  CFO
             ----------

/s/ William Wharton                                   DATED     12/20/00
-------------------                                             --------
WILLIAM  WHARTON


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