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                                                             Exhibit 10.23

                     EMPLOYMENT AND NONCOMPETITION AGREEMENT


           This EMPLOYMENT AND NONCOMPETITION AGREEMENT, dated as of November 3,
2000, is made and entered into between Endocardial Solutions, Inc., a Minnesota
corporation (the "Company") and Michael D. Dale, an individual resident of the
state of Minnesota ("Executive").

           WHEREAS, the Company and Executive are parties to a Change in Control
Agreement dated November 3, 2000 ("Change in Control Agreement");

           WHEREAS, the Company and Executive are parties to a Proprietary
Information and Inventions Agreement ("Proprietary Information Agreement") dated
December 30, 1998;

           WHEREAS, the Company and Executive have agreed to enter into this
Agreement to set forth the terms and conditions of Executive's employment and
termination of employment in circumstances other than those addressed in the
Change in Control Agreement; and

           WHEREAS, Executive agrees that this Agreement provides good and
valuable consideration for a non-competition provision and that such provision
is necessary and reasonable to protect the legitimate business interest of the
Company.

           The Company and Executive hereby agree as follows:

           1.        EMPLOYMENT.  The Company hereby employs Executive, and
Executive agrees to perform services for the Company, upon the terms and
conditions set forth in this Agreement.

           2.        AT-WILL EMPLOYMENT.  Executive shall be employed on an
at-will basis. Executive or the Company may terminate their employment
relationship at anytime for any reason or for no reason. In the event of
termination, the parties' respective rights and obligations shall be governed by
this Agreement or the Change in Control Agreement, as applicable.

           3.        POSITION AND DUTIES.

                     3.01 SERVICE WITH THE COMPANY. Executive agrees to serve as
           the Vice President of Sales and Marketing of the Company, and he
           agrees to perform such employment duties as the Company shall assign
           to Executive from time to time.

                     3.02 PERFORMANCE OF DUTIES. Executive agrees to serve the
           Company faithfully and to the best of Executive's ability and to
           devote Executive's full time, attention and efforts to the business
           and affairs of the Company during Executive's employment.


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           4.        COMPENSATION.

                     4.01 BASE SALARY. As base compensation for all services to
           be rendered by Executive under this Agreement, the Company shall pay
           to Executive an annualized salary of $190,000. Executive's salary
           shall be paid in accordance with the Company's normal payroll
           procedures and policies, as such procedures and policies may be
           modified from time to time.

                     4.02 BONUS.  Executive's entitlement to a bonus, if any,
           shall be determined by the Board of Directors.

                     4.03 PARTICIPATION IN BENEFITS. During Executive's
           employment with the Company, Executive shall be entitled to
           participate in the employee benefits offered generally by the Company
           to its employees, to the extent that Executive's position, tenure,
           salary, health, and other qualifications make Executive eligible to
           participate. Executive's participation in such benefits shall be
           subject to the terms of the applicable plans, as the same may be
           amended from time to time. The Company does not guarantee the
           adoption or continuance of any particular employee benefit during
           Executive's employment, and nothing in this Agreement is intended to,
           or shall in any way restrict the right of the Company, to amend,
           modify or terminate any of its benefits during Executive's
           employment.

                     4.04 EXPENSES. In accordance with the Company's normal
           policies for expense reimbursement, the Company will reimburse
           Executive for all reasonable and necessary expenses incurred by
           Executive in the performance of Executive's duties under this
           Agreement, subject to the presentment of receipts or other
           documentation acceptable to the Company.

           5.        OTHER EMPLOYMENT POLICIES.  Executive shall comply with all
           of the applicable policies generally in effect for employees of the
           Company.

           6.        TERMINATION.

                     6.01 TERMINATION DUE TO EXECUTIVE'S DEATH OR DISABILITY.
           Executive's employment shall terminate automatically in the event of
           Executive's death or Executive's disability which results in
           Executive's inability to perform the essential functions of
           Executive's position, with or without reasonable accommodation,
           provided Executive has exhausted Executive's entitlement to any
           applicable leave, if Executive desires to take and satisfies all
           eligibility requirements for such leave.

                     6.02 TERMINATION BY THE COMPANY WITH CAUSE. Executive's
           employment shall terminate immediately in the event the Company shall
           determine, in its sole discretion, that there is "cause" to terminate
           Executive's employment, which shall include any of the following:



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                               (i) Repeated violations by Executive of any of
                     his duties or his repeated failures or omissions to carry
                     out lawful and reasonable orders which, in the reasonable
                     judgment of the Company, are willful and deliberate and
                     which are not cured within a reasonable period after
                     Executive's receipt of written notice thereof from the
                     Company;

                               (ii) Any act or acts of personal dishonesty by
                     Executive which are intended to result in the personal
                     enrichment of Executive at the expense of the Company;

                               (iii) Any willful and deliberate misconduct that
                     is materially and demonstrably injurious to the Company; or

                               (iv) Any criminal indictment, presentment, or
                     conviction for a felony, whether or not the Company is the
                     victim of such offense.

                     6.03 TERMINATION BY THE COMPANY WITHOUT CAUSE. The Company
           may terminate Executive's employment at any time for any reason, and
           without notice, as outlined in Section 6.06 below.

                     6.04 TERMINATION BY EXECUTIVE. Executive may terminate his
           employment at any time by giving 60 days' written notice thereof to
           Employer's Board of Directors. Upon notice of termination by
           Executive, the Company may at its option elect to have Executive
           cease to provide services immediately, provided that during such
           60-day notice period Executive shall be entitled to earn and be paid
           his base salary, as described in Section 4.01.

                     6.05. TERMINATION BY THE COMPANY OR EXECUTIVE IN CONNECTION
           WITH A CHANGE IN CONTROL. In the event of a termination of Executive
           in connection with a Change in Control, as that term is defined in
           the Change in Control Agreement, the rights and responsibilities of
           the Company and Executive shall be governed solely by the terms of
           the Change in Control Agreement and this Agreement shall be of no
           further force or effect. In the event of a termination of Executive
           by the Company which occurs more than twelve (12) months after a
           Change in Control as that term is defined in the Change in Control
           Agreement, this Agreement shall govern the parties' rights and
           obligations in connection with the termination of Executive. The rest
           of this Section 6.05 notwithstanding, Executive shall have continuing
           obligations as set forth in Section 6.07.

                     6.06 EFFECT OF AND COMPENSATION UPON TERMINATION.
           Notwithstanding any termination of Executive's employment with the
           Company, in the event of termination under this Agreement, Executive,
           in consideration of Executive's employment hereunder to the date of
           such termination, shall remain bound by the provisions of this
           Agreement which specifically relate to periods, activities or
           obligations upon or subsequent to the termination of Executive's
           employment.


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                     In addition, in the event that Executive's employment
           terminates due to Executive's death or disability, or the Company
           terminates Executive's employment in accordance with Section 6.02, or
           Executive terminates his employment under Section 6.04, Executive
           shall not be entitled to receive any further compensation under the
           provisions of this Agreement after the date of such termination,
           subject to applicable law.

                     If the Company terminates Executive's employment under
           Section 6.03, Executive will receive salary continuation consisting
           of Executive's base salary as of the date of termination, payable on
           normal payroll periods, for the shorter of: (1) twelve (12) months or
           (2) until he accepts a position of comparable employment for another
           employer ("Salary Continuation"). Executive shall only be entitled to
           such Salary Continuation if Executive signs a comprehensive release
           of claims in a form acceptable to the Company. If Executive does not
           sign such a release or if it is signed, but then rescinded, Executive
           shall not be entitled to any further compensation from the Company,
           except that Executive shall be paid amounts due to him for salary as
           of the date of termination and Executive will be paid, on a pro rata
           basis, any bonus to which he was entitled as of the date of
           termination. In the event that Executive's employment is terminated
           without cause under circumstances governed by the Change in Control
           Agreement, Executive shall not be entitled to any compensation under
           this Agreement, and specifically under this Section 6.06, beyond the
           payment of salary and a pro rata payment of his bonus, if any, earned
           up to the date of termination.

                     Notwithstanding any other provision in this Agreement,
           should Executive's employment be terminated for any reason, he will
           not earn and will have no right to receive any compensation except as
           expressly provided in this Agreement or the Change in Control
           Agreement, or in the terms and conditions of the Company's
           compensation plan or program referenced herein; under no
           circumstances shall Executive be entitled to compensation under this
           Agreement if he is entitled to compensation under the Change in
           Control Agreement.

                     6.07 SURRENDER OF RECORDS AND PROPERTY. Upon termination of
           Executive's employment with the Company, Executive shall deliver
           promptly to the Company all records, manuals, books, blank forms,
           documents, letters, memoranda, notes, notebooks, reports, computer
           disks, computer software, computer programs (including source code,
           object code, on-line files, documentation, testing materials and
           plans and reports) designs, drawings, formulae, data, tables or
           calculations or copies thereof, which are the property of the Company
           or which relate in any way to the business, products, practices or
           techniques of the Company and all other property, trade secrets and
           confidential information of the Company , including, but not limited
           to, all tangible, written, graphical, machine readable and other
           materials (including all copies) which in whole or in part contain
           any trade secrets or confidential information of the Company which in
           any of these cases are in Executive's possession or under Executive's
           control.


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           7.        NON-COMPETE.

                     7.01 AGREEMENT CONCERNING NON-COMPETITION. Executive
           acknowledges that the Company needs to be protected against the
           potential for unfair competition and impairment of the Company's
           goodwill by Executive's use of the Company's training, assistance,
           and trade secret, confidential, and proprietary information in direct
           competition with the Company. Executive therefore covenants and
           agrees that, while Executive is employed with the Company, and for a
           period of twelve (12) months following the termination of Executive's
           employment with the Company for any reason, whether occasioned by
           Executive or the Company, Executive will not, directly or indirectly,
           engage in any business activity, in any part of the world, either on
           Executive's own behalf or as an investor, owner, adviser, principal,
           agent, partner, officer, director, stockholder, employee, limited
           liability company member, licensor, licensee, consultant, member of
           any association or in any capacity which calls for rendering of
           services, advice, acts of management, operation or control, which is
           the same as, similar to, or competitive with any business of the
           Company or which is engaged in the development, design, manufacture,
           production, assembly, marketing, or sale of products intended to
           compete with business of the Company. Without limiting the generality
           of the foregoing, "the business of the Company" means the design,
           manufacture, and sale of diagnostic equipment and disposables for the
           diagnosis of complex arrhythmia, and any other business that has been
           or subsequently is conducted during Executive's employment with the
           Company.

                     7.02 LIMITATION ON RESTRICTIONS AND AGREEMENTS. Ownership
           by Executive of any securities now owned by Executive, or Executive's
           future ownership, as a passive investment, of less than 1% of the
           outstanding shares of capital stock of any corporation listed on a
           national securities exchange or publicly traded on any nationally
           recognized over-the-counter market shall not constitute a breach of
           paragraphs 7 of this Agreement.

                     7.03 DISCLOSURE OF AGREEMENT. If Executive seeks employment
           with another employer or organization while Executive is employed by
           the Company or during the twelve (12) months following the
           termination of Executive's employment with the Company for any reason
           (whether occasioned by Executive or the Company), Executive will
           inform any potential future employer and any organization that may
           retain Executive for any purpose, prior to accepting any new
           employment or other engagement, of the existence of this Agreement
           and will provide such employer or organization with a copy of this
           Agreement.

           8.        MISCELLANEOUS.

                     8.01 GOVERNING LAW AND VENUE SELECTION. This Agreement is
           made under and shall be governed by and construed in accordance with
           the laws of the State of Minnesota without regard to conflicts of
           laws principles thereof, of any of the United States of America, or
           of any other country or province thereof. The parties agree that any
           litigation in any way relating to this Agreement or to Executive's
           employment by the Company, including but not limited to the
           termination of this Agreement or of Executive's


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           employment, will be venued in the State of Minnesota, Hennepin County
           District Court, or the United States District Court for the District
           of Minnesota. Executive and the Company hereby consent to the
           personal jurisdiction of these courts and waive any objection that
           such venue is inconvenient or improper.

                     8.02 PRIOR AGREEMENTS. This Agreement (including other
           agreements specifically mentioned in this Agreement), the Proprietary
           Information Agreement and the Change in Control Agreement contain the
           entire agreement of the parties relating to the employment of
           Executive by the Company and the other matters discussed herein and
           supersedes all prior promises, contracts, agreements and
           understandings of any kind, whether express or implied, oral or
           written, with respect to such subject matter (including, but not
           limited to, any promise, contract or understanding, whether express
           or implied, oral or written, by and between the Company and
           Executive), and the parties hereto have made no agreements,
           representations or warranties relating to the subject matter of this
           Agreement which are not set forth herein or in the other agreements
           mentioned herein.

                     8.03 WITHHOLDING TAXES. The Company, as applicable, may
           take such action as it deems appropriate to insure that all
           applicable federal, state, city and other payroll, withholding,
           income or other taxes ("Taxes") arising from any compensation,
           benefits or any other payments made pursuant to this Agreement, or
           any other contract, agreement or understanding which relates, in
           whole or in part, to Executive's employment with the Company, are
           withheld or collected from Executive. In connection with the
           foregoing, Executive agrees to notify the Company promptly upon
           entering into any contract, agreement or understanding relating to
           Executive's employment with the Company (other than this Agreement
           and those agreements expressly provided for herein) and also to
           notify the Company promptly of any payments or benefits paid or
           otherwise made available pursuant to any such agreements.

                     8.04 AMENDMENTS.  No amendment or modification of
           this Agreement shall be deemed effective unless made in writing and
           signed by Executive and the Company.

                     8.05 NO WAIVER. No term or condition of this Agreement
           shall be deemed to have been waived, nor shall there be any estoppel
           to enforce any provisions of this Agreement, except by a statement in
           writing signed by the party against whom enforcement of the waiver or
           estoppel is sought. Any written waiver shall not be deemed a
           continuing waiver unless specifically stated, shall operate only as
           to the specific term or condition waived, and shall not constitute a
           waiver of such term or condition for the future or as to any act
           other than as specifically set forth in the waiver.

                     8.06 ASSIGNMENT. This Agreement shall not be assignable, in
           whole or in part, by any party without the written consent of the
           other party, except that the Company may, without the consent of
           Executive, assign its rights and obligations under this Agreement to
           any corporation, firm or other business entity with or into which the
           Company may merge or consolidate, or to which the Company may sell or
           transfer all or substantially all of its assets, or of which 50% or
           more of the equity investment and of the voting control is owned,
           directly or indirectly, by, or is under common ownership with, the
           Company.


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           After any such assignment by the Company, the Company shall be
           discharged from all further liability hereunder and such assignee
           shall thereafter be deemed to be the Company for the purposes of all
           provisions of this Agreement including this Section 7.

                     8.07 INJUNCTIVE RELIEF. Executive acknowledges and agrees
           that the services to be rendered by Executive hereunder are of a
           special, unique and extraordinary character, that it would be
           difficult to replace such services and that any violation of Sections
           5, 6.06 or 7 hereof would be highly injurious to the Company, and
           that it would be extremely difficult to compensate the Company fully
           for damages for any such violation. Executive further agrees that the
           provisions of sections 5, 6.06 and 7 are reasonable and necessary to
           protect the legitimate business interests of the Company. Executive
           specifically agrees that the Company, shall be entitled to temporary
           and permanent injunctive relief to enforce the provisions of Sections
           5, 6.06 and 7 and that such relief may be granted without the
           necessity of proving actual damages and without necessity of posting
           any bond. This provision with respect to injunctive relief shall not,
           however, diminish the right of the Company to claim and recover
           damages, or to seek and obtain any other relief available to it at
           law or in equity, in addition to injunctive relief.

                     8.08 SEVERABILITY. To the extent any provision of this
           Agreement shall be determined to be invalid or unenforceable, such
           provision shall be deemed to be deleted from this Agreement, and the
           validity and enforceability of the remainder of this Agreement shall
           be unaffected.


           IN WITNESS WHEREOF, the parties have executed this Agreement as of
the date set forth in the first paragraph.

ENDOCARDIAL SOLUTIONS, INC.


By     /s/ James W. Bullock
---------------------------
Name:  James W. Bullock
Title: President and Chief Executive Officer

       /s/ Michael D. Dale
----------------------------
Michael D. Dale

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