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                                 MANAGEMENT AGREEMENT




         AGREEMENT made as of this 1st day of September, 1996 by and between
Minntech Corporation, a Minnesota corporation, with its principal executive
office at Plymouth, Minnesota ("Company") and __________________ residing at
____________________________ (the "Executive").

         WHEREAS, Company considers the establishment and maintenance of a
sound and vital management to be essential to protecting and enhancing the best
interests of Company and its shareholders; and

         WHEREAS, the Executive is expected to continue to make a significant
contribution to the profitability, growth and financial strength of Company; and

         WHEREAS, Company, as a publicly held corporation, recognizes that the
possibility of a Change in Control may exist and that such possibility, and the
uncertainty and questions which it may raise among management, may result in the
departure or distraction of the Executive in the performance of the Executive's
duties to the detriment of Company and its shareholders; and

         WHEREAS, the Executive is willing to continue to be an employee of
Company upon the understanding that Company will provide income security if the
Executive's employment is terminated under certain terms and conditions; and

         WHEREAS, it is in the best interests of Company and its shareholders
to reinforce and encourage the continued attention and dedication of management
personnel, including the Executive, to their assigned duties without distraction
and to increase the likelihood of the continued availability to Company of the
Executive in the event of a Change in Control.

         THEREFORE, in consideration of the foregoing and other respective
covenants and agreements of the parties herein contained, the parties hereto
agree as follows:

         1.   TERM OF AGREEMENT.  This Agreement shall commence on the date
hereof and shall continue in effect until such time as Company notifies the
Executive or the Executive notifies Company of termination of this Agreement;
provided, however, that in no event may this Agreement be terminated prior to
two years from the date hereof, and notice of termination on the second or any
subsequent anniversary date hereof must be given by Company in writing mailed to
the Executive at his or her last known address within 60 days prior to such
anniversary date or by the Executive by notice in writing mailed to Company at
the principal executive office of Company within 60 days prior to such
anniversary date.  If no

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such notice is given, then the term of this Agreement shall be extended for
additional periods of one year.  Notwithstanding the preceding sentence, if a
Change in Control occurs during the term of this Agreement (including any
extension hereof), this Agreement shall continue in effect for a period of 36
months from the date of the occurrence of a Change in Control.  Except as
provided in Section 2(b) or Section 3(e) of this Agreement, nothing stated
herein shall limit the right of the Executive or Company to terminate the
employment of the Executive with Company at any time prior to the expiration of
the term of this Agreement, with or without Cause (as defined in Section 3(b) of
this Agreement) and for any reason whatsoever, subject to the right of the
Executive to receive any payment and other benefits that may be due pursuant to
the terms and conditions of Section 4 of this Agreement.

         2.   CHANGE IN CONTROL.  No amounts shall be payable hereunder unless
a Change in Control, as set forth below, shall occur during the term of this
Agreement.

              (a)  For purposes of this Agreement, a "Change in Control" of
         Company shall be deemed to occur if any of the following occur:

                   (i)  Any "person" (as such term is used in Sections 13(d)
              and 14(d) of the Securities Exchange Act of 1934, as amended, or
              any successor statute thereto (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 Company representing 30% or more of the combined
              voting power of 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 Section 2(a)(i):

                        (A)  any acquisition or beneficial ownership by Company
                   or a subsidiary of Company;

                        (B)  any acquisition or beneficial ownership by any
                   employee benefit plan (or related trust) sponsored or
                   maintained by 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 Company's then outstanding Voting Securities and
                   the common stock of Company is then beneficially owned,
                   directly or indirectly, by all or substantially all of the
                   persons who beneficially owned Voting Securities and common
                   stock of Company immediately prior to such acquisition in
                   substantially


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                   the same proportions as their ownership of such Voting
                   Securities and common stock, as the case may be, immediately
                   prior to such acquisition;

                   (ii) A majority of the members of the Board of Directors of
              Company shall not be Continuing Directors.  For purposes of this
              subsection 2(a)(ii), "Continuing Directors" shall mean:  (A)
              individuals who, on the date hereof, are directors of Company,
              (B) individuals elected as directors of Company subsequent to the
              date hereof for whose election proxies shall have been solicited
              by the Board of Directors of Company or (C) any individual
              elected or appointed by the Board of Directors of Company to fill
              vacancies on the Board of Directors of Company caused by death or
              resignation (but not by removal) or to fill newly-created
              directorships;

                   (iii) Approval by the shareholders of Company of a
              reorganization, merger or consolidation of Company (other than a
              merger or consolidation with a subsidiary of Company) or a
              statutory exchange of outstanding Voting Securities of 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 common stock of 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
              common stock of Company, as the case may be;

                   (iv) Approval by the shareholders of Company of (x) a
              complete liquidation or dissolution of Company or (y) the sale or
              other disposition of all or substantially all of the assets of
              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


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              beneficial owners, respectively, of the Voting Securities and
              common stock of 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 common stock of Company, as the case
              may be; or

                   (v)  Company enters into a letter of intent, an agreement in
              principle or a definitive agreement relating to a Change in
              Control described in Section 2(a)(i), 2(a)(ii), 2(a)(iii) or
              2(a)(iv) above that ultimately results in such a Change in
              Control or a tender or exchange offer or proxy contest is
              commenced which ultimately results in a Change in Control
              described in Section 2(a)(i) or 2(a)(ii) hereof.

         Notwithstanding the above, a Change in Control shall not be deemed to
         occur with respect to the Executive if (x) the acquisition or
         beneficial ownership of the 30% or greater interest referred to in
         Section 2(a)(i) is by the Executive or by a group, acting in concert,
         that includes the Executive or (y) if a majority of the then combined
         voting power of the then outstanding voting securities (or voting
         equity interests) of the surviving corporation or of any corporation
         (or other entity) acquiring all or substantially all of the assets of
         Company shall, immediately after a reorganization, merger,
         consolidation, statutory share exchange or disposition of assets
         referred to in Section 2(a)(iii) or 2(a)(iv), be beneficially owned,
         directly or indirectly, by the Executive or by a group, acting in
         concert, that includes the Executive.

              (b)  The Executive agrees that, subject to the terms and
         conditions of this Agreement, in the event of a Change in Control of
         Company described in Section 2(a)(i), 2(a)(ii), 2(a)(iii) or 2(a)(iv),
         occurring after the date hereof, the Executive, if employed by Company
         immediately prior to such a Change in Control, will not voluntarily
         terminate employment with Company except for Good Reason for a period
         of 90 days after the occurrence of such a Change in Control of
         Company.

              (c)  For purposes of this Agreement, a "subsidiary" of Company
         shall mean any entity of which securities or other ownership interests
         having general voting power to elect a majority of the board of
         directors or other persons performing similar functions are at the
         time directly or indirectly owned by Company.

         3.   TERMINATION FOLLOWING CHANGE IN CONTROL.  If a Change in Control
shall occur during the term of this Agreement, the Executive shall be entitled
to the payments and other benefits provided in subsection 4(d) in the event of
the termination of the Executive's employment with Company unless the
Executive's termination is (A) because of the


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Executive's death, (B) by Company for Cause or Disability, or (C) by the
Executive other than for Good Reason.

              (a)  DISABILITY.  If, as a result of incapacity due to physical
         or mental illness, the Executive shall have been absent from the
         full-time performance of the Executive's duties with Company for six
         consecutive months, and within 30 days after written Notice of
         Termination is given, the Executive shall not have returned to the
         full-time performance of the Executive's duties, Company may terminate
         the Executive's employment for "Disability".  Any question as to the
         existence of the Executive's Disability upon which the Executive and
         Company cannot agree shall be determined by a qualified independent
         physician selected by the Executive (or, if the Executive is unable to
         make such selection, it shall be made by any adult member of the
         Executive's immediate family), and approved by Company.  The
         determination of such physician made in writing to Company and to the
         Executive shall be final and conclusive for all purposes of this
         Agreement.

              (b)  CAUSE.  Termination of the Executive's employment for
         "Cause" shall mean termination upon the conviction of the Executive by
         a court of competent jurisdiction for felony criminal conduct.

              (c)  GOOD REASON.  Termination by the Executive for "Good Reason"
         shall mean termination by the Executive if, without the Executive's
         express written consent, any of the following shall occur:

                   (i)  the assignment to the Executive of any duties
              inconsistent with the Executive's status or position with
              Company, or a substantial alteration in the nature or status of
              the Executive's responsibilities from those in effect immediately
              prior to the Change in Control;

                   (ii) a reduction by Company in the Executive's annual base
              salary in effect immediately prior to a Change in Control;

                   (iii) the relocation of Company's principal executive
              offices to a location more than fifty miles from Plymouth,
              Minnesota or Company requiring the Executive to be based anywhere
              other than Company's principal executive office (or if the
              Executive is based at a location other than Company's principal
              executive office immediately prior to the first Change in
              Control, anywhere other than such location) except for required
              travel on Company's business to an extent substantially
              consistent with the Executive's prior business travel
              obligations;


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                   (iv) the failure by Company to continue to provide the
              Executive with benefits at least as favorable to those enjoyed by
              the Executive under any of Company's pension, life insurance,
              medical, health and accident, disability, deferred compensation,
              incentive awards, employee stock options, or savings plans in
              which the Executive was participating at the time of the Change
              in Control, the taking of any action by Company which would
              directly or indirectly materially reduce any of such benefits or
              deprive the Executive of any material fringe benefit enjoyed at
              the time of the Change in Control, or the failure by Company to
              provide the Executive with the number of paid vacation days to
              which the Executive is entitled at the time of the Change in
              Control, provided, however, that Company may amend any such plan
              or programs as long as such amendments do not reduce any benefits
              to which the Executive would be entitled upon termination;

                   (v)  a termination pursuant to Section 3(d) of this
              Agreement;

                   (vi) the failure of Company to obtain a satisfactory
              agreement from any successor to assume and agree to perform this
              Agreement, as contemplated in Section 6; or

                   (vii) any purported termination of the Executive's
              employment which is not made pursuant to a Notice of Termination
              satisfying the requirements of subsection (e) below; for purposes
              of this Agreement, no such purported termination shall be
              effective.

              (d)  VOLUNTARY TERMINATION DEEMED GOOD REASON.  Notwithstanding
         anything herein to the contrary, during the period commencing on the
         91st day following a Change in Control under Section 2(a)(i),
         2(a)(ii), 2(a)(iii) or 2(a)(iv) of this Agreement and ending on the
         180th day following such a Change in Control, the Executive may
         voluntarily terminate his or her employment for any reason, and such
         termination shall be deemed "Good Reason" for all purposes of this
         Agreement.  In the event of such voluntary termination pursuant to
         this subsection 3(d)), the multiple applied to the Severance Payment
         (as defined in Section 4(d)), if any, payable to the Executive
         pursuant to subsection 4(d)(ii) below shall be reduced by 50%.

              (e)  NOTICE OF TERMINATION.  Any purported termination of the
         Executive's employment by Company or by the Executive shall be
         communicated by written Notice of Termination to the other party
         hereto in accordance with Section 7.  For purposes of this Agreement,
         a "Notice of Termination" shall mean a notice which shall indicate the
         specific termination provision in this Agreement relied upon and shall
         set forth the facts and


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         circumstances claimed to provide a basis for termination of the
         Executive's employment.

              (f)  DATE OF TERMINATION.  For purposes of this Agreement, "Date
         of Termination" shall mean:

                   (i)  if the Executive's employment is terminated for
              Disability, 30 days after Notice of Termination is given
              (provided that the Executive shall not have returned to the
              full-time performance of the Executive's duties during such 30
              day period); and

                   (ii) if the Executive's employment is terminated pursuant to
              subsections (b), (c) or (d) above or for any other reason (other
              than Disability), the date specified in the Notice of Termination
              (which, in the case of a termination pursuant to subsection (b)
              above, shall not be less than 10 days, and, in the case of a
              termination pursuant to subsection (c) or (d) above, shall not be
              less than 10 nor more than 30 days, respectively, from the date
              such Notice of Termination is given).

              (g)  DISPUTE OF TERMINATION.  If, within 10 days after any Notice
         of Termination is given, the party receiving such Notice of
         Termination notifies the other party that a dispute exists concerning
         the termination, the Date of Termination shall be the date on which
         the dispute is finally determined, either by mutual written agreement
         of the parties, or by a final judgment, order or decree of a court of
         competent jurisdiction (which is not appealable or the time for appeal
         therefrom having expired and no appeal having been perfected);
         provided, that the Date of Termination shall be extended by a notice
         of dispute only if such notice is given in good faith and the party
         giving such notice pursues the resolution of such dispute with
         reasonable diligence.  Notwithstanding the pendency of any such
         dispute, Company shall continue to pay the Executive full compensation
         in effect when the notice giving rise to the dispute was given
         (including, but not limited to, base salary) and continue the
         Executive as a participant in all compensation, benefit and insurance
         plans in which the Executive was participating when the notice giving
         rise to the dispute was given, until the dispute is finally resolved
         in accordance with this subsection.  Amounts paid under this
         subsection are in addition to all other amounts due under this
         Agreement and, except as provided in Section 4(d)(v), shall not be
         offset against or reduce any other amounts under this Agreement.

         4.   COMPENSATION UPON TERMINATION OR DURING DISABILITY.  Upon
termination of the Executive's employment (or, with respect to Section 4(a),
during a period of Disability) following a Change in Control, as defined in
Section 2(a), of Company or if


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there shall be a termination by Company of the Executive's employment prior to a
Change in Control, or the Executive shall terminate employment with Company for
Good Reason prior to a Change in Control (for which purpose the references in
Section 3(c) to changes from circumstances existing immediately prior to or at
the time of a Change in Control that constitute Good Reason for termination
shall instead be deemed to be references to circumstances existing immediately
prior to or at the time that the Change in Control is first anticipated), and
the Executive reasonably demonstrates that such termination by Company or event
constituting Good Reason for termination by the Executive (x) was requested by a
third party that had previously taken other steps reasonably calculated to
result in a Change in Control described in Section 2(a)(i), 2(a)(ii), 2(a)(iii)
or 2(a)(iv) and ultimately resulting in such a Change in Control following
termination of the Executive's employment or (y) otherwise arose in connection
with or in anticipation of a Change in Control described in Section 2(a)(i),
2(a)(ii), 2(a)(iii) or 2(a)(iv) that ultimately occurs following termination of
the Executive's employment, the Executive shall be entitled to the following
benefits:

              (a)  Except as provided in Section 4(b), during any period that
         the Executive fails to perform full-time duties with Company as a
         result of Disability, Company shall pay the Executive the base salary
         of the Executive at the rate in effect at the commencement of any such
         period, until such time as the Executive is determined to be eligible
         for long term disability benefits in accordance with Company's
         insurance programs then in effect.

              (b)  If the Executive's employment shall be terminated by Company
         for Cause or Disability or by the Executive, following a Change in
         Control, other than for Good Reason, Company shall pay to the
         Executive his or her full base salary through the Date of Termination
         at the rate in effect at the time Notice of Termination is given and
         Company shall have no further obligation to the Executive under this
         Agreement.

              (c)  If the Executive's employment shall be terminated by Company
         for Cause or Disability, or is terminated by reason of death, Company
         shall immediately cause to be commenced payment to the Executive (or
         the Executive's designated beneficiaries or estate, if no beneficiary
         is designated) of any and all benefits to which the Executive is
         entitled, if any, under Company's insurance programs then in effect.

              (d)  Except for termination of the Executive's employment with
         Company by reason of death, if the Executive's employment with Company
         shall be terminated (A) by Company other than for Cause or Disability
         or (B) by the Executive for Good Reason, then the Executive shall be
         entitled to the benefits provided below:


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                   (i)  Company shall pay the Executive the Executive's full
              base salary through the Date of Termination at the rate in effect
              at the time the Notice of Termination is given.

                   (ii) In lieu of any further salary payments for periods
              subsequent to the Date of Termination, Company shall pay as a
              severance payment (the "Severance Payment")  an amount equal to
              (A) three (3) times (subject to reduction pursuant to Section
              3(d) in the event of a termination of employment by the Executive
              pursuant to Section 3(d)) the average of the annual compensation
              which was paid to the Executive by Company (or any corporation
              affiliated with Company within the meaning of Section 1504 of the
              Internal Revenue Code of 1986, as amended (the "Code")) and
              includible in the Executive's gross income for federal income tax
              purposes for the shorter of the period consisting of (1) the five
              most recently completed taxable years of the Executive ending
              before the earlier of the first Change in Control (for which
              purpose the first Change in Control shall not be deemed to be a
              Change in Control pursuant to Section 2(a)(v) unless the
              Executive's termination of employment with Company occurs prior
              to the first Change in Control pursuant to Section 2(a)(i),
              2(a)(ii), 2(a)(iii) or 2(a)(iv)) or (2) that portion of such
              five-year period during which the Executive was employed by
              Company, less (B) $1.00.  Such average shall be determined in
              accordance with temporary or final regulations promulgated under
              Section 280G(d) of the Code or any successor provision thereto.
              The Severance Payment shall be made in full within 60 days after
              termination of employment.  Such Severance Payment shall be
              reduced by any severance pay that the Executive receives from
              Company, any subsidiary of Company or any successor thereof under
              any other policy or agreement of Company in the event of
              involuntary termination of the Executive's employment.

                   (iii) For a 36 month period after the Date of
              Termination,  Company shall arrange to provide the Executive with
              life, disability, accident and health insurance benefits
              substantially similar to those which the Executive is receiving
              or entitled to receive immediately prior to the Notice of
              Termination.  Benefits otherwise receivable by the Executive
              pursuant to this paragraph (iii) shall be reduced to the extent
              comparable benefits are actually received by the Executive from
              another employer or other third party during such 36 month
              period, and any such benefits actually received by the Executive
              shall be reported to Company.


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                   (iv) Company shall also pay to the Executive all legal fees
              and expenses incurred by the Executive as a result of such
              termination (including all such fees and expenses, if any,
              incurred in contesting or disputing any such termination or in
              seeking to obtain or enforce any right or benefit provided by
              this Agreement).

                   (v)  Notwithstanding any provision to the contrary contained
              herein except the last sentence of this Section 4(d)(v), if the
              lump sum cash payment due and the other benefits to which the
              Executive shall become entitled under this Section 4 hereof,
              either alone or together with other payments in the nature of
              compensation to the Executive which are contingent on a change in
              the ownership or effective control of Company or in the ownership
              of a substantial portion of the assets of Company or otherwise,
              would constitute a "parachute payment" as defined in Section 280G
              of the Code or any successor provision thereto, such lump sum
              payment and/or such other benefits and payments shall be reduced
              (but not below zero) to the largest aggregate amount as will
              result in no portion thereof being subject to the excise tax
              imposed under Section 4999 of the Code (or any successor
              provision thereto) or being non-deductible to Company for federal
              income tax purposes pursuant to Section 280G of the Code (or any
              successor provision thereto).  The Executive in good faith shall
              determine the amount of any reduction to be made pursuant to this
              Section 4(d)(v) and shall select from among the foregoing
              benefits and payments those which shall be reduced.  No
              modification of, or successor provision to, Section 280G or
              Section 4999 subsequent to the date of this Agreement shall,
              however, reduce the benefits to which the Executive would be
              entitled under this Agreement in the absence of this Section
              4(d)(v) to a greater extent than they would have been reduced if
              Section 280G and Section 4999 had not been modified or superseded
              subsequent to the date of this Agreement, notwithstanding
              anything to the contrary provided in the first sentence of this
              Section 4(d)(v).

              (e)  The Executive shall not be required to mitigate the amount
         of any payment provided for in this Section 4 by seeking other
         employment or otherwise, nor shall the amount of any payment or
         benefit provided for in this Section 4 be reduced by any compensation
         earned by the Executive as the result of employment by another
         employer or by retirement benefits after the Date of Termination, or
         otherwise except as specifically provided in this Section 4.

              (f)  In addition to all other amounts payable to the Executive
         under this Section 4, the Executive shall be entitled to receive all
         benefits payable to the Executive under any other plan or agreement
         relating to retirement benefits except as specifically provided in
         this Section 4.


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              (g)  If Company fails to make any payment at the times and in the
         amounts specified herein, or with respect to any fringe benefits,
         fails to provide such benefit as specified herein, within 10 days from
         the date of written notice from the Executive to Company of such
         failure, Company shall be deemed to have waived any right to enforce
         any restriction on employment or non-competition provision contained
         in any agreement between Company and the Executive then in existence
         which limits the ability of the Executive to accept other employment
         and, thereafter, the Executive may work or consult for any person or
         business organization which is engaged in the design, development,
         assembly, manufacture, marketing or sale of any product which competes
         with any product of Company, or for any person or business
         organization which is in competition with Company, without liability
         to Company for such acts.  A waiver of such restrictive covenant or
         non-competition provision shall not in any way restrict or limit the
         Executive's right to enforce the provisions of this Agreement,
         including any legal or equitable action to enforce any and all
         payments, rights or benefits under this Agreement, it being the
         intention of this subsection that such waiver shall be in addition to,
         not in substitution of, any other rights to which the Executive is
         entitled hereunder.  Once waived, any such restrictive covenant or
         non-competition provision shall not thereafter be enforceable even
         though the Executive may later receive the payment, right or benefit
         which was the basis of the waiver of such restrictive covenant or
         non-competition provision.

         5.   FUNDING OF PAYMENTS.  In order to assure the performance of
Company or its successor of its obligations under this Agreement, Company may
deposit in trust an amount equal to the maximum payment that will be due the
Executive under the terms hereof.  Under a written trust instrument, the Trustee
shall be instructed to pay to the Executive (or the Executive's legal
representative, as the case may be) the amount to which the Executive shall be
entitled under the terms hereof, and the balance, if any, of the trust not so
paid or reserved for payment shall be repaid to Company.  If Company deposits
funds in trust, payment shall be made no later than the occurrence of the first
Change in Control described in Section 2(a)(i), 2(a)(ii), 2(a)(iii) or 2(a)(iv).
Company shall give notice of such a Change in Control to any such trustee upon
any occurrence as defined herein.  If and to the extent that the Executive
becomes a beneficiary of any such funds deposited in trust, Company shall give
prompt notice to the Executive, which shall include a copy of the trust
instrument and amendments from time to time.  The rights of the Executive under
such trust instrument shall be enforceable against Company and any trustees
named therein, as though the provisions of said trust were incorporated into
this Agreement.  If and to the extent there are not amounts in trust sufficient
to pay the Executive under this Agreement, Company shall remain liable for any
and all payments due to the Executive.  In accordance with the terms of such
trust, at all times during the term of this Agreement, the Executive shall have
no rights, other than as an


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unsecured general creditor of Company, to any amounts held in trust and all
trust assets shall be general assets of Company and subject to the claims of
creditors of Company.

         6.   SUCCESSORS; BINDING AGREEMENT.

              (a)  Company will require any successor (whether direct or
         indirect, by purchase, merger, consolidation or otherwise) to all or
         substantially all of the business and/or assets of Company to
         expressly assume and agree to perform this Agreement in the same
         manner and to the same extent that Company would be required to
         perform it if no such succession had taken place.  Failure of Company
         to obtain such assumption and agreement prior to the effectiveness of
         any such succession shall be a breach of this Agreement and shall
         entitle the Executive to compensation from Company in the same amount
         and on the same terms as he would be entitled hereunder if he
         terminated his employment for Good Reason following a Change in
         Control, except that for purposes of implementing the foregoing, the
         date on which any such succession becomes effective shall be deemed
         the Date of Termination.

              (b)  This Agreement shall inure to the benefit of and be
         enforceable by the Executive's personal or legal representatives,
         successors, heirs, and designated beneficiaries.  If the Executive
         should die while any amount would still be payable to the Executive
         hereunder if the Executive had continued to live, all such amounts,
         unless otherwise provided herein, shall be paid in accordance with the
         terms of this Agreement to the Executive's designated beneficiaries,
         or, if there is no such designated beneficiary, to the Executive's
         estate.

         7.   NOTICE.  For the purpose of this Agreement, notices and all other
communications provided for in the Agreement shall be in writing and shall be
deemed to have been duly given when delivered or mailed by United States
registered or certified mail, return receipt requested, postage pre-paid,
addressed to the last known residence address of the Executive or in the case of
Company, to its principal executive office to the attention of each of the then
directors of Company with a copy to its Secretary, or to such other address as
either party may have furnished to the other in writing in accordance herewith,
except that notice of change of address shall be effective only upon receipt.

         8.   MISCELLANEOUS.

              (a)  No provision of this Agreement may be modified, waived or
         discharged unless such waiver, modification or discharge is agreed to
         in writing and signed by the parties.  No waiver by either party
         hereto at any time of any breach by the other party to this Agreement
         of, or compliance with, any condition or provision of this Agreement
         to be performed by such other party


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         shall be deemed a waiver of similar or dissimilar provisions or
         conditions at the same or at any prior to similar time.  No legally
         binding or enforceable agreements or representations, oral or
         otherwise, express or implied, with respect to the subject matter
         hereof that remain in effect have been made by either party which are
         not expressly set forth in this Agreement.  The validity,
         interpretation, construction and performance of this Agreement shall
         be governed by the laws of the State of Minnesota.

              (b)  This Agreement supersedes in all respects the Employment
         Agreement between the Executive and Company dated April 22, 1986 (the
         "Superseded Change in Control Agreement"), which Superseded Change in
         Control Agreement is hereby terminated and shall be of no further
         force or effect.

         9.   VALIDITY.  The invalidity or unenforceability or any provision of
this Agreement shall not affect the validity or enforceability of any other
provision of this Agreement, which shall remain in full force and effect.

MINNTECH CORPORATION                        EXECUTIVE:


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