<PAGE>
















                                 MINNTECH CORPORATION
                             1989 STOCK PLAN, AS AMENDED*
























                  *Reflecting Amendments through September 26, 1996

<PAGE>

SECTION     CONTENTS                                     PAGE
-------     --------                                     ----

1.          General Purpose of Plan; Definitions            1

2.          Administration                                  3

3.          Stock Subject to Plan                           4

4.          Eligibility                                     5

5.          Stock Options                                   5

6.          Stock Appreciation Rights                      12

7.          Restricted Stock                               14

8.          Deferred Stock Awards                          16

9.          Transfer, Leave of Absence, etc.               18

10.         Amendments and Termination                     19

11.         Unfunded Status of Plan                        19

12.         General Provisions                             19

13.         Effective Date of Plan                         23

<PAGE>

                                 MINNTECH CORPORATION
                                   1989 STOCK PLAN


    SECTION 1. GENERAL PURPOSE OF PLAN; DEFINITIONS.

    The name of this plan is the Minntech Corporation 1989 Stock Plan (the
"Plan").  The purpose of the Plan is to enable Minntech Corporation (the
"Company") and its Subsidiaries to retain and attract executives and other key
employees and non-employee directors who contribute to the Company's success by
their ability, ingenuity and industry, and to enable such individuals to
participate in the long-term success and growth of the Company by giving them a
proprietary interest in the Company.

    For purposes of the Plan, the following terms shall be defined as set forth
below:

    a.   "Board" means the Board of Directors of the Company.

    b.   "Cause" means a felony conviction of a participant or the failure of a
         Participant to contest prosecution for a felony, or a participant's
         willful misconduct or dishonesty, any of which is directly and
         materially harmful to the business or reputation of the Company.

    c.   "Code" means the Internal Revenue Code of 1986, as amended.

    d.   "Committee" means the Committee referred to in Section 2 of the Plan.
         If at any time no Committee shall be in office, then the functions of
         the Committee specified in the Plan shall be exercised by the Board,
         unless the Plan specifically states otherwise.

    e.   "Company" means the Minntech Corporation, a corporation organized
         under the laws of the State of Minnesota (or any successor
         corporation).

    f.   "Deferred Stock" means an award made pursuant to Section 8 below of
         the right to receive stock at the end of a specified deferral period.

    g.   "Disability" means permanent and total disability as determined by the
         Committee.

    h.   "Early Retirement" means retirement, with consent of the committee at
         the time of retirement, from active employment with the Company and
         any Subsidiary or Parent Corporation of the Company.


                                          1
<PAGE>

    i.   "Fair Market Value" means the value of the Stock on a given date as
         determined by the Committee in accordance with the applicable Treasury
         Department regulations under Section 422 of the Code with respect to
         "incentive stock options."

    j.   "Incentive Stock Option" means any Stock Option intended to be and
         designated as an "Incentive Stock Option" within the meaning of
         Section 422 of the Code.

    k.   "Non-Employee Director" shall have the meaning set forth in Rule
         16b-3(b)(3) under the Exchange Act, or any successor rule thereto.

    l.   "Non-qualified Stock Option" means any Stock Option that is not an
         Incentive Stock Option, and is intended to be and is designated as a
         "Non-Qualified Stock Option."

    m.   "Normal Retirement" means retirement from active employment with the
         Company and any Subsidiary or Parent Corporation of the Company on or
         after age 60.

    n.   "Parent Corporation" means any corporation (other than the Company) in
         an unbroken chain of corporations ending with the Company if each of
         the corporations (other than the Company) owns stock possessing 50% or
         more of the total combined voting power of all classes of stock in one
         of the other corporations in the chain.

    o.   "Restricted Stock" means an award of shares of Stock that are subject
         to restrictions under Section 7 below.

    p.   "Retirement" means Normal Retirement or Early Retirement.

    q.   "Stock" means the Common Stock, $.05 par value per share, of the
         Company.

    r.   "Stock Appreciation Right" means the right pursuant to an award
         granted under Section 6 below to surrender to the Company all or a
         portion of a Stock option in exchange for an amount equal to the
         difference between (i) the Fair Market Value, as of the date such
         Stock Option or such portion thereof is surrendered, of the shares of
         Stock covered by such Stock option or such portion thereof, and (ii)
         the aggregate exercise price of such Stock Option or such portion
         thereof.


                                          2
<PAGE>

    s.   "Stock Option" means any option to purchase shares of Stock granted
         pursuant to Section 5 below.

    t.   "Subsidiary" means any corporation (other than the Company) in an
         unbroken chain of corporations beginning with the Company if each of
         the corporations (other than the last corporation in the unbroken
         chain) owns stock possessing 50% or more of the total combined voting
         power of all classes of stock in one of the other corporations in the
         chain.

    u.   "Exchange Act" means the Securities Exchange Act of 1934, as amended,
         or any successor statute thereto.

    SECTION 2.  ADMINISTRATION.

    The Plan shall be administered by the Board of Directors or a Committee of
not less than three Non-Employee Directors, who shall be appointed by the Board
of directors of the Company and who shall serve at the pleasure of the Board.

    The Committee shall have the power and authority to grant to eligible
employees, pursuant to the terms of the Plan: (i) Stock Options, (ii) Stock
Appreciation Rights, (iii) Restricted Stock, or (iv) Deferred Stock awards.

    In particular, the Committee shall have the authority:

    (i)            to select the officers and other key employees of the
              Company and its Subsidiaries to whom Stock Options, Stock
              Appreciation Rights, Restricted Stock and/or Deferred Stock
              awards may from time to time be granted hereunder;

    (ii)           to determine whether and to what extent Incentive  Stock
              Options, Non-Qualified Stock options, Stock Appreciation Rights,
              Restricted Stock or Deferred Stock awards, or a combination of
              the foregoing, are to be granted hereunder;

    (iii)     to determine the number of shares to be covered by each such
              award granted hereunder;

    (iv)      to determine the terms and conditions, not inconsistent with the
              terms of the Plan, of any award granted hereunder (including,
              but not limited to, any restriction on any Stock Option or other
              award and/or the shares of Stock relating thereto), which
              authority shall be exclusively vested in the Committee (and not
              the Board) for purposes of 


                                          3
<PAGE>

              establishing performance criteria used with Restricted Stock and 
              Deferred Stock awards; and

    (v)            to determine whether, to what extent and under what
              circumstances Stock and other amounts payable with respect to an
              award under this Plan shall be deferred either automatically or
              at the election of the participant.

    The Committee shall have the authority to adopt, alter and repeal such
administrative rules, guidelines and practices governing the Plan as it shall,
from time to time, deem advisable; to interpret the terms and provisions of the
Plan and any award issued under the Plan (and any agreements relating thereto);
and to otherwise supervise the administration of the Plan.  The Committee may
delegate its authority to officers of the Company for the purpose of selecting
employees who are not officers of the Company for purposes of (i) above.

    All decisions made by the Committee pursuant to the provisions of the Plan
shall be final and binding on all persons, including the Company and Plan
participants.

    SECTION 3. STOCK SUBJECT TO PLAN.

    The total number of shares of Stock reserved and available for distribution
under the Plan shall be 2,203,125. Such shares may consist, in whole or in 
part, of authorized and unissued shares.  No more than 150,000 shares of stock,
in the aggregate, may be issued pursuant to Restricted Stock or Deferred Stock
awards.

    Subject to paragraph (b)(iv) of Section 6 below, if any shares that have
been optioned ceased to be subject to options, or if any shares subject to any
Restricted Stock or Deferred Stock award granted hereunder are forfeited or such
award otherwise terminates without a payment being made to the participant, such
shares shall again be available for distribution in connection with future
awards under the Plan.

    In the event of any merger, reorganization, consolidation, 
recapitalization, stock dividend, other change in corporate structure 
affecting the Stock, or spin-off or other distribution of assets to 
shareholders, such substitution or adjustment shall be made in the aggregate 
number of shares reserved for issuance under the Plan, in the number and 
option price of shares subject to outstanding options granted under the 
Plan, and in the number of shares subject to Restricted Stock or Deferred 
Stock awards granted under the Plan as may be determined to be appropriate 
by the Committee, in its sole discretion, provided that the number

                                          4
<PAGE>

of shares subject to any award shall always be a whole number.  Such adjusted
option price shall also be used to determine the amount payable by the Company
upon the exercise of any Stock Appreciation Right associated with any Option.

    SECTION 4.  ELIGIBILITY.

    Officers, other key employees of the Company and Subsidiaries and
Non-Employee Directors, and consultants and other persons having a contractual
relationship with the Company or its Subsidiaries who are responsible for or
contribute to the management, growth and/or profitability of the business of
the Company and its Subsidiaries are eligible to be granted Stock Options,
Stock Appreciation Rights, Restricted Stock or Deferred Employee Stock awards
under the Plan. Except for Non-Employee Directors, whose participation in the
Plan shall be limited as provided in paragraph (k) of Section 5, the optionees
and  participants under the Plan shall be selected from time to time  by the
Committee, in its sole discretion, from among those  eligible, and the Committee
shall determine, in its sole  discretion, the number of shares covered by each
award.

    SECTION 5.  STOCK OPTIONS.

    Any Stock Option granted under the Plan shall be in such form as the
Committee may from time to time approve.

    The Stock options granted under the Plan may be of two types: (i)
Incentive Stock Options and (ii) Non-Qualified Stock  Options.  No Incentive
Stock Options shall be granted under the Plan after July 25, 1999.

    The Committee shall have the authority to grant any optionee Incentive
Stock options, Non-Qualified Stock options, or both types of options (in each
case with or without Stock Appreciation Rights).  To the extent that any option
does not qualify as an Incentive Stock Option, it shall constitute a separate
Non-Qualified Stock option.

    Anything in the Plan to the contrary notwithstanding, no term of this Plan
relating to Incentive Stock Options shall be interpreted, amended or altered,
nor shall any discretion or authority granted under the Plan be so exercised,
so as to disqualify either the Plan or any Incentive Stock Option under
Section 422 of the Code.  The preceding sentence shall not preclude any
modification or amendment to an outstanding Incentive Stock Option, whether or
not such modification or amendment results in disqualification of such Option
as an Incentive Stock Option, provided the optionee consents in writing to the
modification or amendment.


                                          5
<PAGE>

    Options granted under the Plan shall be subject to the following terms and
conditions and shall contain such additional terms and conditions, not
inconsistent with the terms of the  Plan, as the Committee shall deem desirable.

    (a)  OPTION PRICE.  The option price per share of Stock purchasable under 
a Stock Option shall be determined by the Committee at the time of grant.  In 
no event shall the option price per share of Stock purchasable under an 
Incentive Stock Option or a Non-Qualified Stock Option be less than 100% of 
the Fair Market Value of the Stock on the date of the grant of the option.  
If an employee owns or is deemed to own (by reason of the attribution rules 
applicable under Section 425(d) of the Code) more than 10% of the combined 
voting power of all classes of stock of the Company or any Parent 
Corporation or Subsidiary and an Incentive Stock Option is granted to such 
employee, the option price shall be no less than 110% of the Fair Market 
Value  of the Stock on the date the option is granted.

    (b)  OPTION TERM.  The term of each Stock option shall be fixed by the
Committee, but no Incentive Stock Option shall be exercisable more than ten
years after the date the option is granted.  If an employee owns or is deemed
to own (by reason of the attribution rules of Section 425(d) of the Code) more
than 10% of the combined voting power of all classes of stock of the Company
or any Parent Corporation or Subsidiary and an Incentive Stock Option is
granted to such employee, the term of such option shall be no more than five
years from the date of grant.

(c) EXERCISABILITY. Stock Options shall be exercisable at such time or times as
    determined by the Committee at or after grant.  If the Committee provides,
    in its discretion, that any option is exercisable only in installments, the
    Committee may waive such installment exercise provisions at any time.
    Notwithstanding the foregoing or any other provision of this Plan, unless
    the Stock Option Agreement provides otherwise, (1) any Stock Option granted
    under this Plan on or prior to September 26, 1996 (including options
    granted to Non-Employee Directors), that shall not have previously expired
    shall be immediately exercisable in full, without regard to any installment
    exercise provisions, for a period specified by the Company, but not to
    exceed sixty (60) days, prior to the occurrence of any of the following
    events:  (i) dissolution or liquidation of the Company other than in
    conjunction with a bankruptcy of the Company or any similar occurrence,
    (ii) any merger, consolidation, acquisition, separation, reorganization, or
    similar occurrence, where the Company will not be the surviving entity or
    (iii) the transfer of substantially all of the


                                          6
<PAGE>

    assets of the Company or 75% or more of the outstanding Stock of the
    Company and, in addition, (2) any Stock Option granted under this Plan,
    whether prior to, on or after September 26, 1996 (including options granted
    to Non-Employee Directors), that shall not have previously expired shall be
    immediately exercisable in full, without regard to any installment exercise
    provisions, upon the occurrence of a Change in Control.  For purposes of
    this Plan, a "Change in Control" of the Company shall be deemed to occur if
    any of the following occur:

              (1)  Any "person" (as such term is used in Sections 13(d) and
         14(d) of the Exchange Act) acquires or becomes a "beneficial owner"
         (as defined in Rule 13d-3 or any successor rule under the Exchange
         Act), directly or indirectly, of securities of the Company
         representing 30% or more of the combined voting power of the Company's
         then outstanding securities entitled to vote generally in the election
         of directors ("Voting Securities"), provided, however, that the
         following shall not constitute a Change in Control pursuant to this
         paragraph (c)(1):

                   (A)  any acquisition or beneficial ownership by the Company
              or a Subsidiary;

                   (B)  any acquisition or beneficial ownership by any employee
              benefit plan (or related trust) sponsored or maintained by the
              Company or one or more of its Subsidiaries;

                   (C)  any acquisition or beneficial ownership by any
              corporation with respect to which, immediately following such
              acquisition, more than 70% of both the combined voting power of
              the Company's then outstanding Voting Securities and the Stock of
              the Company is then beneficially owned, directly or indirectly,
              by all or substantially all of the persons who beneficially owned
              Voting Securities and Stock of the Company immediately prior to
              such acquisition in substantially the same proportions as their
              ownership of such Voting Securities and Stock, as the case may
              be, immediately prior to such acquisition;

              (2)  A majority of the members of the Board of Directors of the
         Company shall not be Continuing Directors.  "Continuing Directors"
         shall mean:  (A) individuals who, on the date hereof, are directors


                                          7
<PAGE>

         of the Company, (B) individuals elected as directors of the Company
         subsequent to the date hereof for whose election proxies shall have
         been solicited by the Board of Directors of the Company or (C) any
         individual elected or appointed by the Board of Directors of the
         Company to fill vacancies on the Board of Directors of the Company
         caused by death or resignation (but not by removal) or to fill
         newly-created directorships;

              (3)  Approval by the shareholders of the Company of a
         reorganization, merger or consolidation of the Company (other than a
         merger or consolidation with a subsidiary of the Company) or a
         statutory exchange of outstanding Voting Securities of the Company,
         unless immediately following such reorganization, merger,
         consolidation or exchange, all or substantially all of the persons who
         were the beneficial owners, respectively, of Voting Securities and
         Stock of the Company immediately prior to such reorganization, merger,
         consolidation or exchange beneficially own, directly or indirectly,
         more than 70% of, respectively, the combined voting power of the then
         outstanding voting securities entitled to vote generally in the
         election of directors and the then outstanding shares of common stock,
         as the case may be, of the corporation resulting from such
         reorganization, merger, consolidation or exchange in substantially the
         same proportions as their ownership, immediately prior to such
         reorganization, merger, consolidation or exchange, of the Voting
         Securities and Stock of the Company, as the case may be; or

              (4)  Approval by the shareholders of the Company of (x) a
complete liquidation or dissolution of the Company or (y) the sale or other
disposition of all or substantially all of the assets of the Company (in one or
a series of transactions), other than to a corporation with respect to which,
immediately following such sale or other disposition, more than 70% of,
respectively, the combined voting power of the then outstanding voting
securities of such corporation entitled to vote generally in the election of
directors and the then outstanding shares of common stock of such corporation is
then beneficially owned, directly or indirectly, by all or substantially all of
the persons who were the beneficial owners, respectively, of the Voting
Securities and Stock of the Company immediately prior to such sale or other
disposition in substantially the same proportions as their ownership,
immediately prior to such sale or other disposition, of the Voting Securities
and Stock of the Company, as the case may be.



                                          8
<PAGE>

    (d)  METHOD OF EXERCISE.  Stock Options may be exercised in whole or in
part at any time during the option period by giving written notice of exercise
to the Company specifying the number of shares to be purchased.  Such notice
shall be accompanied by  payment in full of the purchase price, either by
certified or bank check, or by any other form of legal consideration deemed
sufficient by the Committee and consistent with the Plan's purpose and
applicable law, including promissory notes or a properly executed exercise
notice together with irrevocable instructions to a broker acceptable to the
Company to promptly deliver to the Company the amount of sale or loan proceeds
to pay the exercise price.  As determined by the Committee, in its sole
discretion, payment in full or in part may also be made in the form of
unrestricted Stock already owned by the optionee or, in the case of the exercise
of a Non-Qualified Stock Option, Restricted Stock or Deferred Stock subject to
an award hereunder (based, in each case, on the Fair Market Value of the Stock
on the date the option is exercised, as determined by the Committee),
provided, however, that, in the case of an Incentive Stock Option, the right to
make a payment in the form of already owned shares may be authorized only at
the time the option is granted, and provided further that in the event payment
is made in the form of shares of Restricted Stock or a Deferred Stock award,
the optionee will receive a portion of the option shares in the form of, and in
an amount equal to, the Restricted Stock or Deferred Stock award tendered as
payment by the optionee.  If the terms of an option so permit, an optionee may
elect to pay all or part of the option exercise price by having the Company
withhold from the shares of Stock that would otherwise be issued upon exercise
that number of shares of Stock having a Fair Market Value equal to the aggregate
option exercise price for the shares with respect to which such election is
made.  No shares of Stock shall be issued until full payment therefor has been
made.  An optionee shall generally have the rights to dividends and other rights
of a shareholder with respect to shares subject to the option when the optionee
has given written notice of exercise, has paid in full for such shares, and, if
requested, has given the representation described in paragraph (a) of Section
12.


                                          9
<PAGE>

    (e)  NON-TRANSFERABILITY OF OPTIONS. No Stock Options shall be transferable
by the optionee otherwise than by will or by the laws of descent and
distribution, and all Stock Options shall be exercisable during the optionee's
lifetime, only by the optionee; provided, however, that any optionee may
transfer any Non-Qualified Stock Option, whether granted prior to, on or after
September 26, 1996 (including any such options granted to Non-Employee
Directors), to members of his or her immediate family (i.e., his or her
children, grandchildren and spouse) or to one or more trusts for the benefit of
such family members or partnerships in which such family members are the only
partners, if the optionee does not receive any consideration for the transfer.
Any Non-Qualified Stock Options held by any such transferee shall continue to be
subject to the same terms and conditions that were applicable to such
Non-Qualified Stock Options immediately prior to their transfer.

    (f)  TERMINATION BY DEATH.  If an optionee's employment by the company and
any Subsidiary or Parent Corporation terminates  by reason of death, the Stock
Option may thereafter be immediately exercised, to the extent then exercisable
(or on such accelerated basis as the Committee shall determine at or after
grant), by the legal representative of the estate or by the legatee of the
optionee under the will of the optionee, for a period of three years (or such
shorter period as the Committee  shall specify at grant) from the date of such
death or until the expiration of the stated term of the option, whichever
period is  shorter.

    (g)  TERMINATION BY REASON OF DISABILITY.  If an optionee's  employment by
the Company and any Subsidiary or Parent Corporation terminates by reason of
Disability, any Stock Option held by such optionee may thereafter be exercised,
to the extent it was exercisable at the time of termination due to Disability
(or on such accelerated basis as the Committee shall determine at or after
grant), but may not be exercised after three years (or such shorter period as
the Committee shall specify at grant) from the date of such termination of
employment or the expiration of the stated term of the option, whichever period
is the shorter.   In the event of termination of employment by reason of
Disability, if an Incentive Stock Option is exercised after the expiration of
the exercise periods that apply for purposes of Section 422 of the Code, the
option will thereafter be treated as a Non-Qualified Stock Option.

    (h)  TERMINATION BY REASON OF RETIREMENT.  If an optionee's employment by
the Company and any Subsidiary or Parent Corporation terminates by reason of
Retirement, any Stock option held by such optionee may thereafter be exercised
to the extent it was exercisable at the time of such Retirement, but may not


                                          10
<PAGE>

be exercised after three years (or such shorter period as Committee shall 
specify at grant) from the date of such termination of employment or the 
expiration of the stated term of the option, whichever period is the shorter. 
In the event of termination of employment by reason of Retirement, if an 
Incentive Stock option is exercised after the expiration of the exercise 
periods that apply for purposes of Section 422 of the Code, the option will 
thereafter be treated as a Non-Qualified Stock option.

    (i)  OTHER TERMINATION.  Unless otherwise determined by the Committee, if 
an optionee's employment by the Company and any Subsidiary or Parent 
Corporation terminates for any reason other than death, Disability or 
Retirement, the Stock Option shall thereupon terminate, except that the 
option may be exercised to the extent it was exercisable at such termination 
for the lesser of three months or the balance of the option's term if the 
optionee is involuntarily terminated without Cause by the Company and any 
Subsidiary or Parent Corporation.

    (j)  ANNUAL LIMIT ON INCENTIVE STOCK OPTIONS.  The aggregate Fair Market
Value (determined as of the time the Option is granted) of the Common Stock with
respect to which an Incentive Stock Option under this Plan or any other plan of
the Company and any Subsidiary or Parent Corporation is exercisable for the
first time by an optionee during any calendar year shall not exceed $100,000.

    (k)  NON-EMPLOYEE DIRECTORS.  Each Non-Employee Director who (a) is serving
an unexpired term as a director of the Company as of the date of the last
regularly scheduled meeting of the Board during any fiscal year of the Company,
and (b) at the time of such meeting, has served as a director for at least six
(6) months of the twelve (12) month period preceding the date of such meeting,
shall as of the date of such meeting automatically be granted an option to
purchase 7,031 shares of Stock at an option price per share equal to 100% of the
Fair Market Value of a share of Stock on such date.  All such Options shall be
designated as Non-Qualified options and shall be subject to the same terms and
provisions as are then in effect with respect to the granting of Non-Qualified
options to officers and key employees of the Company, except that (i) the term
of each such option shall be equal to ten (10) years, which term shall not
expire upon the termination of service as a director, (ii) the Option shall
become exercisable as to all or any part of the shares subject to the Option
beginning six (6) months after the date the option is granted, and (iii) no
Stock Appreciation Rights may be granted to any Non-Employee Director under this
paragraph (k) or in any other manner under this Plan.  Subject to the foregoing,
all provisions of this Plan not inconsistent with the foregoing shall



                                          11
<PAGE>

apply to Options granted to Non-Employee Directors.  The maximum number of
shares as to which Options may be granted to any Non-Employee Director under
this Plan shall be 140,625 shares.  The maximum aggregate number of shares as to
which Options may be granted to Non-Employee Directors under this Plan shall be
421,875 shares.

    SECTION 6.  STOCK APPRECIATION RIGHTS.

    (a)  GRANT AND EXERCISE.  Except as set forth in paragraph (k) of Section
5, Stock Appreciation Rights may be granted in conjunction with all or part of
any Stock Option granted under the Plan.  In the case of a Non-Qualified Stock
Option, such rights may be granted either at or after the time of the grant of
such Option.  In the case of an Incentive Stock Option, such rights may be
granted only at the time of the grant of the option.

     A Stock Appreciation Right or applicable portion thereof granted with
respect to a given Stock Option shall terminate and no longer be exercisable
upon the termination or exercise of the related Stock option, except that a
Stock Appreciation Right granted with respect to less than the full number of
shares covered by a related stock Option shall not be reduced until the exercise
or termination of the related Stock Option exceeds the number of shares not
covered by the Stock Appreciation Right.

     A Stock Appreciation Right may be exercised by an optionee, in accordance 
with paragraph (b) of this Section 6, by surrendering the applicable portion of
the related Stock option.  Upon such exercise and surrender, the optionee shall
be entitled to receive an amount determined in the manner prescribed in 
paragraph (b) of this Section 6. Stock Options which have been so surrendered, 
in whole or in part, shall no longer be exercisable to the extent the related 
Stock Appreciation Rights have been exercised.

    (b) TERMS AND CONDITIONS.  Stock Appreciation Rights shall be subject to 
such terms and conditions, not inconsistent with the provisions of the Plan, 
as shall be determined from time to time by the Committee, including the 
following:

         (i)  Stock Appreciation Rights shall be exercisable only at such time
    or times and to the extent that the Stock Options to which they relate
    shall be exercisable in accordance with the provisions of Section 5 and
    this Section 6 of the Plan.

         (ii) Upon the exercise of a Stock Appreciation Right, an optionee
    shall be entitled to receive up to, but not more


                                          12
<PAGE>

    than, an amount in cash or shares of Stock equal in value to the excess of
    the Fair Market Value of one share of Stock over the option price per share
    specified in the related option multiplied by the number of shares in
    respect of which the Stock Appreciation Right shall have been exercised,
    with the Committee having the right to determine the form of payment.

         (iii) Stock Appreciation Rights shall be transferable only when and to
    the extent that the underlying Stock Option would be transferable under
    Section 5 of the Plan.

         (iv) Upon the exercise of a Stock Appreciation Right, the Stock
    Option or part thereof to which such Stock Appreciation Right is related
    shall be deemed to have been exercised for the purpose of the limitation
    set forth in Section 3 of the Plan on the number of shares of Stock to be
    issued under the Plan, but only to the extent of the number of shares
    issued or issuable under the Stock Appreciation Right at the time of
    exercise based on the value of the Stock Appreciation Right at such time.

         (v) A Stock Appreciation Right granted in connection with an Incentive
    Stock Option may be exercised only if and when the market price of the
    Stock subject to the Incentive Stock Option exceeds the exercise price of
    such Option.

    SECTION 7.  RESTRICTED STOCK.

    (a)  ADMINISTRATION.  Shares of Restricted Stock may be issued either 
alone or in addition to other awards granted under the Plan.  The Committee 
shall determine the officers and key employees of the Company and 
Subsidiaries to whom, and the time or times at which, grants of Restricted 
Stock will be made, the number of shares to be awarded, the time or times 
within which such awards may be subject to forfeiture, and all other 
conditions of the awards.  The Committee may also condition the grant of 
Restricted Stock upon the attainment of specified performance goals.  The 
provisions of Restricted Stock awards need not be the same with respect to 
each recipient.

    (b) AWARDS AND CERTIFICATES.  The prospective recipient of an award of 
shares of Restricted Stock shall not have any rights with respect to such 
award, unless and until such recipient has executed an agreement evidencing 
the award and has delivered a fully executed copy thereof to the Company, and 
has otherwise complied with the then applicable terms and conditions.

         (i) Each participant shall be issued a stock certificate in respect of
    shares of Restricted Stock awarded


                                          13
<PAGE>

under the Plan. Such certificate shall be registered in the name of the
participant, and shall bear an appropriate legend referring to the terms,
conditions, and restrictions applicable to such award, substantially in the
following form:

         "The transferability of this certificate and the shares of stock
         represented hereby are subject to the terms and conditions (including
         forfeiture) of the Minntech Corporation 1989 Stock Plan and an
         Agreement entered into between the registered owner and Minntech
         Corporation.  Copies of such Plan and Agreement are on file in the
         offices of Minntech Corporation, 14605 28th Avenue North, Minneapolis,
         Minnesota 55447.

         (ii) The Committee shall require that the stock certificates
    evidencing such shares be held in custody by the Company until the
    restrictions thereon shall have lapsed, and that, as a condition of any
    Restricted Stock award, the participant shall have delivered a stock power,
    endorsed in blank, relating to the Stock covered by such award.

    (c)  RESTRICTIONS AND CONDITIONS.  The shares of Restricted Stock awarded 
pursuant to the Plan shall be subject to the following restrictions and 
conditions:

         (i) Subject to the provisions of this Plan and the award agreement,
    during a period set by the Committee commencing with the date of such award
    (the "Restriction Period"), the participant shall not be permitted to sell,
    transfer, pledge or assign shares of Restricted Stock awarded under the
    Plan; provided, however, that the participant may transfer any Restricted
    Stock, whether granted prior to, on or after September 26, 1996, to members
    of his or her immediate family (i.e., his or her children, grandchildren
    and spouse) or to one or more trusts for the benefit of such family members
    or partnerships in which such family members are the only partners, if the
    participant does not receive any consideration for the transfer.  Any
    Restricted Stock held by any such transferee shall continue to be subject
    to the same terms and conditions that were applicable to such Restricted
    Stock immediately prior to its transfer.  In no event shall the Restriction
    Period be less than one (1) year.  Within these limits, the Committee may
    provide for the lapse of such restrictions in installments where deemed
    appropriate.


                                          14
<PAGE>

         (ii)  Except as provided in paragraph (c)(i) of this Section 7, the
    participant shall have, with respect to the shares of Restricted Stock, all
    of the rights of a shareholder of the Company, including the right to vote
    the shares and the right to receive any cash dividends.  The Committee, in
    its sole discretion, may permit or require he  payment of cash dividends to
    be deferred and, if the Committee so determines, reinvested in additional
    shares of Restricted Stock (to the extent shares are available under
    Section 3 and subject to paragraph (f) of Section 12).  Certificates for
    shares of unrestricted Stock shall be delivered to the grantee promptly
    after, and only after, the period of forfeiture shall have expired without
    forfeiture in respect of such shares of Restricted Stock.

         (iii) Subject to the provisions of the award agreement and paragraph
    (c)(iv) of this Section 7, upon termination of employment for any reason 
    during the Restriction Period, all  shares still subject to restriction 
    shall be forfeited by the participant.

         (iv)  In the event of special hardship circumstances of a participant
    whose employment is terminated (other than for Cause), including death,
    Disability or Retirement, or in the event of an unforeseeable emergency of
    a participant still in service, the Committee may, in its sole discretion,
    when it finds that a waiver would be in the best interest of the Company,
    waive in whole or in part any or all remaining restrictions with respect to
    such participant's shares of Restricted Stock.

         (v)  Notwithstanding the foregoing, all restrictions with respect to
    any participant's shares of Restricted Stock that shall not previously have
    been forfeited shall lapse immediately upon the occurrence of a Change in
    Control.

    SECTION 8. DEFERRED STOCK AWARDS.

    (a) ADMINISTRATION.  Deferred Stock may be awarded either alone or in
addition to other awards granted under the Plan.  The Committee shall determine
the officers and key employees of the Company and Subsidiaries to whom and the
time or times at which Deferred Stock shall be awarded, the number of Shares of
Deferred Stock to be awarded to any participant or group of participants, the
duration of the period (the "Deferral Period") during which, and the conditions
under which, receipt of the Stock will be deferred, and the terms and conditions
of the award in addition to those contained in paragraph (b) of this Section 8.
The Committee may also condition the grant of Deferred Stock upon the attainment
of specified performance goals.  The provisions of


                                          15
<PAGE>

Deferred Stock awards need not be the same with respect to each recipient.




                                          16
<PAGE>

    (b) TERMS AND CONDITIONS.

         (i) Subject to the provisions of this Plan and the award agreement,
    Deferred Stock awards may not be sold, assigned, transferred, pledged or
    otherwise encumbered during the Deferral Period; provided, however, that
    any participant may transfer any Deferred Stock, whether granted prior to,
    on or after September 26, 1996, to members of his or her immediate family
    (i.e., his or her children, grandchildren and spouse) or to one or more
    trusts for the benefit of such family members or partnerships in which such
    family members are the only partners if the participant does not receive
    any consideration for the transfer.  Any Deferred Stock held by any such
    transferee shall continue to be subject to the same terms and conditions
    that were applicable to such Deferred Stock immediately prior to its
    transfer and the transferee shall be deemed to be the participant for
    purposes of making the election referred to in paragraph (b)(v) of this
    Section 8.  In no event shall the Deferral Period be less than one (1)
    year.  At the expiration of the Deferral Period (or elective Deferral
    Period, where applicable), share certificates shall be delivered to the
    participant, transferee, or their respective legal representative, in a
    number equal to the shares covered by the Deferred Stock award.

         (ii) Amounts equal to any dividends declared during the Deferral
    Period with respect to the number of shares covered by a Deferred Stock
    award will be paid to the participant currently or deferred and deemed to
    be reinvested in additional Deferred Stock or otherwise reinvested, all as
    determined at the time of the award by the Committee, in its sole
    discretion.

         (iii) Subject to the provisions of the award agreement and paragraph
    (b)(iv) of this Section 8, upon termination employment for any reason
    during the Deferral Period for a given award, the Deferred Stock in
    question shall be forfeited by the participant.

         (iv) In the event of special hardship circumstances of a participant 
    whose employment is terminated (other than for Cause) including death, 
    Disability or retirement, or in the event of an unforeseeable emergency of
    a participant still in service, the Committee may, in its sole discretion,
    when it finds that a waiver would be in the best interest of the Company, 
    waive in whole or in part any or all of the


                                          17
<PAGE>

    remaining deferral limitations imposed hereunder with respect to any or all
    of the participant's Deferred Stock.

         (v) A participant may elect to further defer receipt of the award for
    a specified period or until a specified event (the "Elective Deferral
    Period"), subject in each case to the Committee's approval and to such
    terms as are determined by the Committee, all in its sole discretion.
    Subject to any exceptions adopted by the Committee, such election must
    generally be made prior to completion of one half of the Deferral Period
    for a Deferred Stock award (or for an installment of such an award).

         (vi) Each award shall be confirmed by, and subject to the terms of, a
    Deferred Stock agreement executed by the Company and the participant.

         (vii)     Notwithstanding the foregoing, the Deferral Period (or
    Elective Deferred Period, where applicable) with respect to a participant's
    Deferred Stock that shall not previously have been forfeited shall expire
    and share certificates shall be delivered to the participant, or his legal
    representative, in a number equal to the shares covered by the Deferred
    Stock award upon the occurrence of a Change in Control.

    SECTION 9.  TRANSFER, LEAVE OF ABSENCE, ETC.

    For purposes of the Plan, the following events shall not be deemed a
termination of employment:

    (a) a transfer of an employee from the Company to a Parent Corporation or
Subsidiary, or from a Parent Corporation or Subsidiary to the Company, or from
one Subsidiary to another;

    (b) a leave of absence, approved in writing by the Committee, for military
service or sickness, or for any other purpose approved by the Company if the
period of such leave does not exceed ninety (90) days (or such longer period as
the Committee may approve, in its sole discretion); and

    (c) a leave of absence in excess of ninety (90) days, approved in writing
by the Committee, but only if the employee's right to reemployment is guaranteed
either by a statute or by contract, and provided that, in the case of any leave
of absence, the employee returns to work within thirty (30) days after the end
of such leave.

    SECTION 10.  AMENDMENTS AND TERMINATION.


                                          18
<PAGE>

    The Board may amend, alter, or discontinue the Plan, but no amendment,
alteration, or discontinuation shall be made (i) which would impair the rights
of an optionee or participant under a Stock Option, Stock Appreciation Right,
Restricted Stock, Deferred Stock or other Stock-based award theretofore granted,
without the optionee's or participant's consent, or (ii) which without the
approval of the stockholders of the Company would cause the Plan to no longer
comply with Rule 16b-3 under the Securities Exchange Act of 1934, Section 422 of
the Code or any other regulatory requirements.

    The Committee may amend the terms of any award or option theretofore
granted, prospectively or retroactively, but, subject to Section 3 above, no
such amendment shall impair the rights of any holder without his consent.  The
Committee may also substitute new Stock Options for previously granted options,
including previously granted options having higher option prices.

    SECTION 11.  UNFUNDED STATUS OF PLAN.

    The Plan is intended to constitute an "unfunded" plan for incentive and
deferred compensation.  With respect to any payments not yet made to a
participant or optionee by the  Company, nothing contained herein shall give any
such participant or optionee any rights that are greater than those of a general
creditor of the company.  In its sole discretion, the Committee may authorize
the creation of trusts or other arrangements to meet the obligations created
under the Plan to deliver Stock or payments in lieu of or with respect to awards
hereunder provided, however, that the existence of such trusts or other
arrangements is consistent with the unfunded status of the Plan.

    SECTION 12.  GENERAL PROVISIONS.

    (a) The Committee may require each person purchasing shares pursuant to a
Stock option under the Plan to represent to and agree with the Company in
writing that the optionee is acquiring the shares without a view to distribution
thereof.  The certificates for such shares may include any legend which the
Committee deems appropriate to reflect any restrictions on transfer.

    All certificates for shares of Stock delivered under the Plan pursuant to
any Restricted Stock, Deferred Stock or other  Stock-based awards shall be
subject to such stock-transfer orders and other restrictions as the Committee
may deem advisable under the rules, regulations, and other requirements of the
securities and Exchange Commission, any stock exchange upon which the Stock is
then listed, and any applicable Federal or state securities laws, and the
Committee may cause a legend or legends to be put


                                          19
<PAGE>

on any such certificates to make appropriate reference to such restrictions.

    (b) Subject to paragraph (d) below, recipients of Restricted Stock,
Deferred Stock and other Stock-based awards under the Plan (other than Stock
Options) are not required to make any payment or provide consideration other
than the rendering of services.

    (c) Nothing contained in this Plan shall prevent the Board of Directors
from adopting other or additional compensation arrangements, subject to
stockholder approval if such approval is required; and such arrangements may be
either generally applicable or applicable only in specific cases.  The adoption
of the Plan shall not confer upon any employee of the Company or any Subsidiary
any right to continued employment with the Company or a Subsidiary, as the case
may be, nor shall it interfere in any way with the right of the Company or a
Subsidiary to terminate the employment of any of its employees at any time.

    (d) Each participant shall, no later than the date as of which any part of
the value of an award first becomes includible as compensation in the gross
income of the participant for Federal income tax purposes, pay to the Company,
or make arrangements satisfactory to the Committee regarding payment of, any
Federal, state, or local taxes of any kind required by law to be withheld with
respect to the award.  The obligations of the Company under the Plan shall be
conditional on such payment or arrangements and the Company and Subsidiaries
shall, to the extent permitted by law, have the right to deduct any such taxes
from any payment of any kind otherwise due to the participant.  With respect to
any award under the Plan, if the terms of such award so permit, a participant
may elect by written notice to the Company to satisfy part or all of the
withholding tax requirements associated with the award by (i) authorizing the
Company to retain from the number of shares of Stock that would otherwise be
deliverable to the participant, or (ii) delivering to the Company from shares of
Stock already owned by the participant, that number of shares having an
aggregate Fair Market Value equal to part or all of the tax payable by the
participant under this Section 12(d).  Any such election shall be in accordance
with, and subject to, applicable tax and securities laws, regulations and
rulings.

    (e)  At the time of grant, the Committee may provide in connection with any
grant made under this Plan that the shares of Stock received as a result of such
grant shall be subject to a repurchase right in favor of the Company, pursuant
to which the participant shall be required to offer to the Company upon
termination of employment for any reason any shares that the


                                          20
<PAGE>

participant acquired under the Plan, with the price being the then Fair Market
Value of the Stock or, in the case of a termination for Cause, an amount equal
to the cash consideration paid for the Stock, subject to such other terms and
conditions as the Committee may specify at the time of grant.  The Committee
may, at the time of the grant of an award under the Plan, provide the Company
with the right to repurchase, or require the forfeiture of, shares of Stock
acquired pursuant to the Plan by any participant who, at any time within two (2)
years after termination of employment with the Company, directly or indirectly
competes with, or is employed by a competitor of, the Company.

    (f)  The reinvestment of dividends in additional Restricted Stock (or in
Deferred Stock or other types of Plan awards) at the time of any dividend
payment shall only be permissible if the Committee (or the Company's Chief
Financial Officer) certifies in writing that under Section 3 sufficient shares
are available for such reinvestment (taking into account then outstanding Stock
Options and other Plan awards).

    (g)  In the event of (a) the proposed dissolution or liquidation of the
Company, (b) a proposed sale of substantially all of the assets of the Company
or (c) a proposed merger or consolidation of the Company with or into any other
entity, regardless of whether the Company is the surviving corporation, or a
proposed statutory share exchange with any other entity (the actual effective
date of the dissolution, liquidation, sale, merger, consolidation or exchange
being herein called an "Event"), the Committee may, but shall not be obligated
to, either (i) if the Event is a merger, consolidation or statutory share
exchange, make appropriate provision for the protection of outstanding Stock
Options, Stock Appreciation Rights, Restricted Stock and Deferred Stock awards
granted under this Plan by the substitution, in lieu of such Stock Options,
Stock Appreciation Rights, Restricted Stock or Deferred Stock awards, of options
to purchase, or stock appreciation rights with respect to, appropriate voting
common stock (or of restricted voting common stock or, with respect to Deferred
Stock Awards, voting common stock), as the case may be (the "Survivor's Stock")
of the corporation surviving any such merger or consolidation or, if
appropriate, the parent corporation of the Company or such surviving
corporation, or, alternatively with respect to Stock Options or Stock
Appreciation Rights, by the delivery of a number of shares of the Survivor's
Stock which has a Fair Market Value as of the effective date of such merger,
consolidation or statutory share exchange equal to the product of (x) the excess
of (A) the Event Proceeds per Share (as hereinafter defined) covered by the
Stock Options or Stock Appreciation Rights as of such effective date over
(B) the exercise price per share of the


                                          21
<PAGE>

shares of Stock subject to such Stock Options or used to measure the value of
such Stock Appreciation Rights, times (y) the number of shares covered by such
Stock Options or Stock Appreciation Rights, as the case may be, or (ii) declare,
at least twenty days prior to the Event, and provide written notice to each
optionee of the declaration, that each outstanding Stock Option and Stock
Appreciation Right, whether or not then exercisable, shall be canceled at the
time of, or immediately prior to the occurrence of, the Event (unless it shall
have been exercised prior to the occurrence of the Event).  In connection with
any declaration pursuant to clause (ii) of the preceding sentence, the Committee
may, but shall not be obligated to, cause payment to be made, within twenty days
after the Event, in exchange for each canceled Stock Option and Stock
Appreciation Right, of cash equal to the amount (if any), for each share of
Stock covered by the canceled option or used to measure the value of a Stock
Appreciation Right, by which the Event Proceeds per share of Stock (as
hereinafter defined) exceeds the exercise price per Share covered by such Stock
Option or used to measure the value of a Stock Appreciation Right.  At the time
of any declaration pursuant to clause (ii) of the first sentence of this
paragraph (g), each Stock Option and Stock Appreciation Right that has not
previously expired  or have been terminated or canceled pursuant to this Plan
shall immediately become exercisable in full and each optionee or holder of a
stock appreciation right shall have the right, during the period preceding the
time of cancellation of the Stock Option or Stock Appreciation Right, to
exercise his or her Stock Option or Stock Appreciation Right as to all or any
part of the Shares covered thereby or used to measure the value thereof.  In the
event of a declaration pursuant to clause (ii) of the first sentence of this
paragraph (g), each outstanding Stock Option and Stock Appreciation Right
granted pursuant to this Plan that shall not have been exercised prior to the
Event shall be canceled at the time of, or immediately prior to, the Event, as
provided in the declaration, subject to the payment obligations of the Company,
if any, provided in this paragraph (g).  Notwithstanding the foregoing, no
person holding a Stock Option or Stock Appreciation Right shall be entitled to
the payment provided in this paragraph (g) if a Stock Option or Stock
Appreciation Right shall have expired pursuant to this Plan.  For purposes of
this paragraph (g), "Event Proceeds per Share" shall mean the cash plus the fair
market value, as determined in good faith by the Committee, of the non-cash
consideration to be received per share of Stock by the shareholders of the
Company upon the occurrence of the Event.  Nothing stated in this paragraph (g)
shall impair the rights of an optionee (unless the consent of the optionee shall
have been obtained) under a Stock Option granted to such optionee on or prior to
September 26, 1996, the date of adoption of the Amendment to this Plan to add
paragraph (g).


                                          22
<PAGE>

    SECTION 13.  EFFECTIVE DATE OF PLAN.

    The Plan shall be effective on the date it is approved by a vote of the
holders of a majority of the Stock present and entitled to vote at a meeting of
the Company's shareholders.



                                        [END]




                                          23