Exhibit 10.31


                           CHANGE IN CONTROL AGREEMENT

         THIS AGREEMENT made as of the 15th day of July, 2000, by and between
SpectraScience, Inc., a Minnesota corporation with its principal offices at
14405 21st Avenue N, Suite 111, Minneapolis, MN 55447 (the "Company") and Scott
G. Anderson, residing at 1210 Mount Curve Avenue, Minneapolis, MN 55403 (the
"Executive").

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

         WHEREAS, the Executive has made and is expected to make, due to
Executive's intimate knowledge of the business and affairs of the Company, its
policies, methods, personnel and problems, a significant contribution to the
profitability, growth and financial strength of the Company; and

         WHEREAS, the 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 that 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 the Company and its shareholders; and

         WHEREAS, Executive is willing to remain in the employ of the Company
upon the understanding that the 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 the Company and its
shareholders to reinforce and encourage the continued attention and dedication
of management personnel, including Executive, to their assigned duties without
distraction and to ensure the continued availability to the Company of the
Executive in the event of a Change in Control.

         NOW, 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 the Company notifies the
Executive of termination of the Agreement. Notwithstanding the preceding
sentence, if a Change in Control occurs, this Agreement shall continue in effect
for a period of 36 months from the date of the occurrence of a Change in
Control.

         2. Change in Control. No benefits shall be payable hereunder unless
there shall have been a Change in Control. For purposes of this Agreement, a
"Change in Control" of the Company shall mean a change in control which would be
required to be reported in response to Item 5(f) of Schedule 14A of Regulation
14A promulgated under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), whether or not the Company is then subject to such reporting
requirement including, without limitation, if:

                  (a) Any "person" (as such term is used in Sections 13(d) and
         14(d) of the Exchange Act) becomes a "beneficial owner" (as defined in
         Rule 13d-3 under the Exchange Act), directly or indirectly, of
         securities of the Company representing 40% or more of the combined
         voting power of the Company's then outstanding securities;

                  (b) There ceases to be a majority of the Board of Directors
         comprised of individuals described in 2(c) below:


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                  (c) For purposes of this Section 2 "Board of Directors" shall
         mean: (A) individuals who on the date hereof constituted the Board of
         the Company, and (B) any new director who subsequently was elected or
         nominated for election by a majority of the directors who held such
         office immediately prior to a Change in Control.

                  (d) Approval by shareholders of the Company if required, or if
         not required, the approval by the Board of Directors, of:

                           (i) a merger, consolidation, or reorganization
                  involving the Company where the company is not the surviving
                  company;

                           (ii) a complete liquidation or dissolution of the
                  Company;

                           (iii) an Agreement for the sale or other disposition
                  of all or substantially all of the assets of the Company to
                  any other party (other than a transfer to a subsidiary of the
                  Company);

         in any such cases, which transaction is actually consummated.

                  (e) Notwithstanding anything contained in this Agreement to
         the contrary, if the Executive's employment is terminated prior to a
         Change in Control and the Executive reasonably demonstrates that such
         termination (i) was at the request of a third party who has indicated
         an intention or taken steps reasonably calculated to effect a Change in
         Control and who effectuates a Change in Control (a "Third Party") or
         (ii) otherwise occurred in connection with, or in anticipation of, a
         Change in Control, a Change in Control with respect to the Executive
         shall mean the date immediately prior to the date of such termination
         of the Executive's employment.

         3. Termination Following Change in Control. If a Change in Control
shall have occurred during the term of this Agreement, Executive shall be
entitled to the benefits provided in subsection 4(d) unless such termination is
(A) because of Executive's death or Retirement; (B) by the Company for Cause or
Disability; or (C) by Executive other than for Good Reason.

                  (a) Disability; Retirement. If, as a result of incapacity due
         to physical or mental illness, the Executive shall have been absent
         from the full-time performance of Executive's duties with the Company
         for six consecutive months, and within 30 calendar days after written
         Notice of Termination is given the Executive shall not have returned to
         the full-time performance of the Executive's duties, the Company may
         terminate Executive's employment for "Disability". Any question as to
         the existence of Executive's Disability upon which Executive and the
         Company cannot agree shall be determined by a qualified independent
         physician selected by 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 the Company. The determination of
         such physician made in writing to the Company and to Executive shall be
         final and conclusive for all purposes of this Agreement. Termination by
         the Company or Executive of Executive's employment based on
         "Retirement" shall mean termination with a normal retirement pension in
         accordance with the SpectraScience, Inc. Savings and Retirement Plan.

                  (b) Cause. Termination by the Company of 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. Executive shall be entitled to terminate his
         employment for Good Reason. For purposes of this Agreement, "Good
         Reason" shall mean, without Executive's express written consent, any of
         the following:


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                           (i) the assignment to Executive of any duties
                  inconsistent with Executive's status or position with the
                  Company, or a substantial alteration in the nature or status
                  of Executive's responsibilities from those in effect at any
                  time within 6 months preceding the Change in Control or at
                  anytime thereafter;

                           (ii) a reduction by the Company in Executive's annual
                  compensation in effect at any time within 6 months preceding a
                  Change in Control or at anytime thereafter;

                           (iii) the relocation of the Company's principal
                  executive offices to a location more than fifty miles from
                  Minneapolis, Minnesota or the Company requiring Executive to
                  be based anywhere other than the Company's principal executive
                  offices except for required travel on the Company's business
                  to an extent substantially consistent with Executive's prior
                  business travel obligation;

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

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

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

                           (vii) any material breach by the Company of any
                  provision of this Agreement;

                           (viii) the insolvency or the filing (by any party
                  including the Company) of a petition for bankruptcy of the
                  Company, which petition is not dismissed within 60 days;

                           (ix) any event or condition described in this Section
                  3(c) (i) through (viii) that occurs prior to a Change in
                  Control but which the Executive reasonably demonstrates either
                  was at the request of a Third Party or otherwise arose in
                  connection with, or in anticipation of, a Change in Control
                  that actually occurs, shall constitute Good Reason for
                  purposes of this Agreement notwithstanding that it occurred
                  prior to the Change in Control.

                  (d) Voluntary Termination Deemed Good Reason. Not withstanding
         anything herein to the contrary, if the Change in Control arises from a
         transaction or series of transactions which are not authorized,
         recommended or approved by formal action taken by the Board of
         Directors as defined in Section 2(c) of this Agreement, Executive may
         voluntarily terminate his employment for any reason following a Change
         in Control, and such termination shall be deemed "Good Reason" for all
         purposes of this Agreement.


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                  (e) Notice of Termination. Any purported termination of
         Executive's employment by the Company or by Executive shall be
         communicated by written Notice of Termination to the other party hereto
         in accordance with Section 8. 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 circumstances claimed to provide a basis for termination
         of Executive's employment.

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

                           (i) if Executive's employment is terminated for
                  Disability, 30 calendar 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 Executive's employment is terminated pursuant
                  to subsections 3(b), 3(c) or 3(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 3(b) above shall not be less than 10
                  business days, and in the case of a termination pursuant to
                  subsection 3(c) or 3(d) above shall not be less than 10
                  business nor more than 30 calendar days, respectively, from
                  the date such Notice of Termination is given).

                  (g) Dispute of Termination. If, within 10 business 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.

         4. Compensation Upon Termination or During Disability. Following a
Change in Control of the Company, as defined in subsection 2(a), upon
termination of Executive's employment or during a period of Disability,
Executive shall be entitled to the following benefits:

                  (a) During any period that Executive fails to perform
         full-time duties with the Company as a result of a Disability, the
         Company shall pay Executive the full compensation of the Executive 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 the Company's insurance programs then in
         effect.

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

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

                  (d) If Executive's employment shall be terminated (A) by the
         Company other than for Cause, Retirement, or Disability; or (B) by
         Executive for Good Reason; then Executive shall be entitled to the
         benefits provided below:


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                           (i) The Company shall pay Executive the Executive's
                  full compensation 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, the Company
                  shall pay a severance payment (the "Severance Payment") equal
                  to one year of the Executive's full compensation as defined
                  below. For purposes of this Section 4, compensation shall mean
                  and include (A) every type and form of compensation paid to
                  Executive by the Company (or any corporation ("Affiliate")
                  affiliated with the Company within the meaning of section 1504
                  of the Internal Revenue Code of 1986, as may be amended from
                  time to time (the "Code")); (B) such compensation is
                  includible in Executive's gross income for federal income tax
                  purposes, but excluding compensation income recognized as a
                  result of the grant of restricted stock or other share grants,
                  or the exercise of stock options or sale of the stock so
                  acquired and (C) the highest rate of compensation in effect at
                  any time within six months prior to the Change in Control or
                  within six months prior to the Date of Termination. The
                  Severance Payment shall be made in a single lump sum within 30
                  calendar days after the Date of Termination.

                           (iii) For a period of 18 months after the Date of
                  Termination, the Company shall arrange to provide at its sole
                  expense Executive with life, accident and health and dental
                  insurance benefits substantially similar to those which the
                  Executive is receiving or entitled to receive immediately
                  prior to the Notice of Termination. The cost of providing such
                  benefits shall be in addition to (and shall not reduce) the
                  Severance Payment. Benefits otherwise receivable by Executive
                  pursuant to this paragraph (iii) shall be reduced to the
                  extent comparable benefits are actually received by Executive
                  during such period, and any such benefits actually received by
                  Executive shall be reported to the Company.

                           (iv) For a period ending on the earlier of twelve
                  months from the Executive's Date of Termination and the date
                  on which the Executive obtains subsequent full time
                  employment, the Company shall make available to the Executive
                  such outplacement services that are generally consistent with
                  the Executive's status or position.

                           (v) The Company shall ensure that the Executive
                  continues to have complete coverage for fiduciary, liability
                  insurance, and directors and officers insurance for a period
                  of six years after a Change in Control; and will indemnify the
                  Executive of any losses that might result from actions taken
                  in good faith before the Date of Termination.

                           (vi) Except to the extent such payment would
                  constitute a "parachute payment" within the meaning of Section
                  280G(b) (2) of the Code as determined under paragraph (v)
                  below, the Company shall also pay to Executive all legal fees
                  and expenses incurred by 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).

                           (vii) The Severance Payment shall be reduced and
                  offset by the amount of any payment received or to be received
                  by Executive in connection with the termination of employment
                  pursuant to the provisions of any Company policy on severance
                  or any successor to such policy. If, in the opinion of tax
                  counsel selected by the Company and acceptable to Executive,
                  the Severance Payment (in its full amount or as partially
                  reduced, as the case may be) plus all other payments or
                  benefits which constitute "parachute payments" within the
                  meaning of Section 280G(b) (2) of the Code exceeds the amount
                  that is deductible by the Company by reason of Section 280G,
                  and in the opinion of such tax counsel, the Severance Payment
                  (in its full amount or as partially reduced, as the case may
                  be) plus all other payments or benefits which constitute


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                  "parachute payments" within the meaning of Section 280G(b) (3)
                  of the Code are not reasonable compensation for services
                  actually rendered or to be rendered, within the meaning of
                  Section 280G(b) (4) of the Code, the Severance Payment shall
                  be reduced by the excess of the aggregate "parachute payments"
                  to be paid to or for the Executive over the aggregate
                  "parachute payments" that would be paid to or for the
                  Executive without any portion of such "parachute payments" not
                  being deductible by reason of Section 280G of the Code. The
                  value of any non-cash benefit or any deferred cash payment
                  shall be determined by the Company in accordance with the
                  principles of Sections 280G(d) (3) and (4) of the Code.

                           (viii) If it is established pursuant to a final
                  determination of a court or an Internal Revenue Service
                  proceeding that, notwithstanding the good faith of Executive
                  and the Company in applying the terms of this subsection 4(d),
                  the aggregate "parachute payments" paid to or for Executive's
                  benefit are in an amount that would result in any portion of
                  such "parachute payments" not being deductible by the Company
                  or its Affiliates by reason of Section 280G of the Code, then
                  Executive shall have an obligation to pay the Company upon
                  demand an amount equal to the sum of (A) the excess of the
                  aggregate "parachute payments" paid to or for the Executive's
                  benefit over the aggregate "parachute payments" that would
                  have been paid to or for the Executive's benefit without any
                  portion of such "parachute payments" not being deductible by
                  reason of Section 280G of the Code; and (B) interest on the
                  amount set forth in clause (A) of this sentence at the
                  applicable federal rate (as defined in Section 1274(d) of the
                  Code) from the date of Executive's receipt of such excess
                  until the date of such payment.

                  (e) 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
         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) Executive shall be entitled to receive all benefits
         payable to the Executive under the SpectraScience, Inc. Savings and
         Retirement Plan, or any successor of such Plan and any other plan or
         agreement relating to retirement benefits, which shall be in addition
         to, and not reduced by, any other amounts payable to Executive under
         this Section 4.

                  (g) Executive shall be entitled to exercise all rights and to
         receive all benefits accruing to Executive under any and all Company
         stock purchase, restricted stock grant and stock option plans or
         programs, or any successor to any such plans or programs, which shall
         be in addition to, and not reduced by, any other amounts payable to
         Executive under this Section 4. In addition, all of Executive's
         outstanding but unvested options shall vest immediately prior to a
         Change in Control.

         5. Funding of Payments. In order to assure the performance of the
Company or its successor of its obligations under this Agreement, the 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 the Company. If the Company
deposits funds in trust, payment shall be made no later than the occurrence of a
Change in Control. If and to the extent there are not amounts in trust
sufficient to pay Executive under this Agreement, the Company shall remain
liable for any and all payments due to Executive. In accordance with the terms
of such trust, at all times during the term of this Agreement, Executive shall
have no rights, other than as an unsecured general creditor of the Company, to
any amounts held in trust and all trust assets shall be general assets of the
Company and subject to the claims of creditors of the Company. Failure of the
Company to establish or fully fund such trust shall not be deemed a revocation
or termination of this Agreement by the Company.


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         6. Successors; Binding Agreement.

                  (a) The 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 the Company to
         expressly assume and agree to perform this Agreement in the same manner
         and to the same extent that the Company would be required to perform it
         if no such succession had taken place. Failure of the 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
         Executive to compensation from the 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 Executive's personal or legal representative,
         successors, heirs, and designated beneficiaries. If Executive should
         die while any amount would still be payable to 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
the Company, to its principal office to the attention of each of the then
directors of the Company with a copy to its Secretary, or to such other address
as either party may have furnished the other in writing in accordance herewith,
except that notice of change of address shall be effective only upon receipt.

         8. Miscellaneous. 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
shall be deemed a waiver of similar or dissimilar provisions or conditions at
the same or at any prior or similar time. No agreements or representations, oral
or otherwise, express or implied, with respect to the subject matter hereof 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.

         9. Validity. The invalidity or unenforceability of 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.


SPECTRASCIENCE, Inc.                        AGREED TO AND ACCEPTED:




------------------------------------        ------------------------------------
Chester E. Sievert, Jr.                     Scott G. Anderson
President and Chief Executive Officer       Vice President Marketing and Sales


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