EXHIBIT 10.18 to Annual Report on
                      Form 10-KSB of SpectraSCIENCE, Inc.
                      for the year ended December 31, 1997


                               SEVERANCE AGREEMENT

     THIS  AGREEMENT  made as of the  21st  day of  May,  1997,  by and  between
SpectraScience, Inc., a Minnesota corporation with its principal offices at 3650
Annapolis  Lane,  Suite 101,  Minneapolis,  MN 55447-5434  (the  "Company")  and
Chester E. Sievert,  Jr., residing at 103 Edgecombe Drive,  Mahtomedi,  MN 55115
(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 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 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


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     or indirectly, of securities of the Company representing 40% or more of the
     combined  voting  power  of  the  Company's  then  outstanding  securities;
     provided  however,  that a  certain  merger  with a  company,  cMore  Inc.,
     discussions  of which is in progress,  is  specifically  excluded from this
     Agreement,  provided the Company is the  surviving  entity of the resultant
     merger;

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

          (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 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


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     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:

               (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,


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          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.

          (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
          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  (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.

     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


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     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:

               (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 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)


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          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  "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  (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


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     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.

     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


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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:





-----------------------------          -----------------------------
Henry Holterman, Director              Chester E. Sievert, Jr.
                                       Vice President of Development






-----------------------------
Nathaniel Thayer, Director







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