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                                                                    Exhibit 10.2

                              EMPLOYMENT AGREEMENT


THIS AGREEMENT, made and entered into this 6th day of July, 2001 by and between
Bio-Vascular, Inc., a Minnesota corporation ("BVI"), Medical Companies Alliance,
Inc., a Minnesota corporation (the "Employer") and Michael K. Campbell (the
"Executive").

                              W I T N E S S E T H :

WHEREAS, the Employer is a wholly owned subsidiary of BVI;

WHEREAS, BVI formed the Employer with the name MCA Acquisition, Inc. in order to
facilitate the merger of Medical Companies Alliance, Inc., a Utah corporation
("MCA") with and into the Employer (the "Merger") in accordance with the terms
of that certain Acquisition Agreement and Plan of Reorganization by and among
BVI, the Employer, MCA, and the Executive (the "Merger Agreement");

WHEREAS, the name of the Employer was changed to Medical Companies Alliance,
Inc., in accordance with the terms of the Merger Agreement;

WHEREAS, the Executive was previously employed by MCA and the Employer desires
to secure the services of the Executive for and on behalf of the Employer on the
terms and subject to the conditions set forth herein; and

WHEREAS, each of the parties acknowledge that they are receiving good and
valuable consideration for entering into this Employment Agreement and Executive
acknowledges that this Employment Agreement, including the covenant not to
compete set forth hereinbelow, was negotiated between the parties hereto and
that Executive has received bargained for consideration in accordance with the
terms of the Merger Agreement including, without limitation, consideration for
his shares of MCA stock and other benefits resulting to Executive from the terms
and conditions of such employment, in exchange for entering into this Employment
Agreement.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the
sufficiency of which is hereby acknowledged, the parties hereto agree as
follows:

                                   ARTICLE I.

                               EMPLOYMENT AND TERM

1.1. EMPLOYMENT. Upon the terms and subject to the conditions herein contained,
the Employer hereby employs the Executive as President, and the Executive hereby
accepts such employment.

1.2. TERM. Except as otherwise provided in this Agreement, the original term of
this
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Agreement shall be three (3) years, commencing on the 6th day of July, 2001 (the
"Commencement Date") and ending on the 5th day of July, 2004 (the "Original
Term") whereupon this Agreement shall terminate and, except as otherwise
provided herein, neither the Employer nor the Executive shall have any further
rights, duties, privileges or obligations hereunder.

                                  ARTICLE II.

                                  COMPENSATION

2.1. BASE SALARY. In exchange for the provision of services, the Executive shall
receive a salary in the amount of One Hundred Twenty-Five Thousand and 00/100
Dollars ($125,000.00) (the "Base Salary") payable in accordance with the
Employer's customary wage payment policies and practices for all executives.

2.2. CASH INCENTIVE BONUS. As an incentive to performance, Executive will be
eligible to earn an annual bonus of up to twenty percent (20%) of the
Executive's Base Salary for each fiscal year in accordance with the criteria
provided in Exhibit A to this Agreement. The criteria in Exhibit A may be
adjusted from time to time by the Board of Directors of the Employer in its sole
discretion. The Board shall provide such earned bonus payment for each fiscal
year by December 31 of the next fiscal year. The Executive's eligibility for a
cash incentive bonus in accordance with the terms of this Section 2.2 shall
commence with the Employer's fiscal year beginning on November 1, 2001.

2.3. BENEFITS. Executive shall be entitled to participate in any retirement
plan, life insurance, health insurance, dental insurance, disability insurance
or any other fringe benefit which the Employer may from time to time make
available to its executives as a group. Any additional fringe benefits to
Executive shall be determined and approved by the Board of Directors of Employer
in amounts that are commensurate with services rendered.

2.4. VACATION. The Executive will be entitled to earn twenty (20) business days
of annual vacation proratably throughout the year beginning on the Commencement
Date, which is the maximum number of vacation days available under the vacation
policy of BVI.

2.5. SEVERANCE PAYMENT AND BENEFITS UPON TERMINATION. In the event that
Executive's employment is terminated by the Employer for reasons other than (i)
cause as defined in Section 4.1 of this Agreement, or (ii) a change in control
as defined in the Change in Control Agreement attached hereto as Exhibit B (the
"Change in Control Agreement"), the Executive shall receive:

         (a)      a cash severance payment equal to the difference between the
                  amount of Base Salary the Executive was actually paid between
                  the date of this Agreement and the date of the Executive's
                  termination of employment, and the total amount of Base Salary
                  that Executive was entitled to receive pursuant to the terms
                  of this Agreement if the

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                  Executive were employed for the full amount of the Original
                  Term (the "Termination Payment"). This Termination Payment
                  will be payable in equal payments during the period between
                  the date of the Executive's termination and the expiration of
                  the Original Term (the "Severance Term") in accordance with
                  the Employer's customary wage payment policies and practices
                  and shall be subject to federal and state tax withholding and
                  FICA.

         (b)      The Employer will also provide to the Executive, at the
                  Employer's expense, medical and dental insurance during the
                  Severance Term in an amount equal to that portion of such
                  benefits that the Employer paid the Executive for such
                  benefits immediately preceding the date of the Executive's
                  termination (the "Employer Contribution Amount"), it being
                  acknowledged and agreed that such Employer Contribution Amount
                  may be paid directly to the Employer's insurer for any such
                  benefits to be paid during the first eighteen months following
                  the date of termination of Employment and, if necessary,
                  directly to the Executive thereafter.

It is specifically acknowledged and agreed that (i) in the event the Executive
resigns, the Executive shall not be entitled to any Termination Payment, and
(ii) in the event the Executive's employment is terminated by the Employer for
any reason, or the Executive resigns, the Executive shall not be entitled to a
pro-rata cash incentive bonus as provided in Section 2.2 of this Agreement or a
pro rata vesting of his stock option as provided in Section 2.6 of this
Agreement.

In consideration for the payments provided in this Section 2.5, the Executive
agrees to execute a release of any and all claims against the Employer, at the
time of termination of the Executive's employment, the release to be in such
reasonable form as prepared by the Employer.

2.6. STOCK OPTION. The Employer hereby grants to the Executive an option to
purchase that number of shares of BVI common stock as determined by (a)
multiplying the Executive's Base Salary on the Commencement Date by 20%, then
(b) multiplying such amount by the sum of (i) 1 plus (ii) a factor determined by
dividing the number of months remaining in BVI's fiscal year 2001 (between the
Commencement Date and October 31, 2001) by 12, then (c) dividing such amount by
the closing price of BVI common stock on the Commencement Date. Such option
shall be granted on the Commencement Date at an exercise price equal to the
closing price of BVI common stock on the Commencement Date (fair market value)
and shall become exercisable on October 31, 2002, as long as the Executive
continues to be employed by the Employer. The terms of the option will be
governed by a separate stock option agreement to be delivered at the time the
option is granted.

2.7. CHANGE IN CONTROL. The Executive shall be entitled to certain benefits upon
a change in control as defined in and in accordance with the terms of the Change
in Control Agreement attached hereto as Exhibit B.

2.8. REIMBURSEMENT OF EXPENSES. The Employer shall reimburse the Executive for
all reasonable, ordinary and necessary expenses incurred by him in the
performance of his duties

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hereunder and the Executive shall account to the Employer therefor in the manner
normally prescribed by the Employer for reimbursement of Executive expenses.

                                  ARTICLE III.

                               DUTIES OF EXECUTIVE

3.1. SERVICES. The Executive shall perform all duties and obligations charged to
the Executive by the Board of Directors of the Employer, as the same may be
determined from time to time, provided, however, that it is acknowledged and
agreed that the President and Chief Executive Officer of BVI shall direct the
Executive's day-to-day activities. The Board shall assure adequate time,
resources and authority for the Executive to achieve goals mutually agreed upon
by the Employer and the Executive.

3.2. TIME AND EFFORT. The Executive shall devote his full time and effort to the
business of the Employer, provided, however, that it is understood that the
Executive shall continue to maintain a personal interest and investment in the
Mentone Inn. The Executive shall perform the duties and obligations required of
the Executive hereunder in a competent, efficient and satisfactory manner at
such hours and under such conditions as the performance of such duties and
obligations may require.

3.3. ARTICLES AND BY-LAWS. The Executive shall act in accordance with and so as
to abide by the Articles of Incorporation of the Employer, the Bylaws of the
Employer and all decisions of the Board of Directors of the Employer.

3.4. CONFIDENTIALITY AND LOYALTY. The Executive acknowledges that, during the
course of his employment he has produced and may produce and have access to
material, records, data and information not generally available to the public
("Confidential Information") regarding the Employer, BVI, their customers and
affiliates. Accordingly, during and subsequent to the termination of this
Agreement, the Executive shall hold in confidence and not directly or indirectly
disclose, use, copy or make lists of any such confidential information, except
to the extent authorized in writing by the Employer, or as required by law or
any competent administrative agency or as otherwise is reasonably necessary or
appropriate in connection with the performance by the Executive of his duties
pursuant to this Agreement. Upon termination of his employment under this
Agreement, the Executive shall promptly deliver to the Employer (i) all records,
manuals, books, documents, letters, reports, data, tables, calculations and all
copies of any of the foregoing which are the property of the Employer and BVI or
which relate in any way to the customers, business, practices or techniques of
the Employer and BVI and (ii) all other property of the Employer and BVI and
Confidential Information which in any of these cases are in his possession or
under his control. The Executive agrees to abide by the Employer's reasonable
policies as in effect from time to time, respecting avoidance of interests
conflicting with those of the Employer.

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3.5. COVENANT NOT TO COMPETE. In exchange for the consideration (i) received by
the Executive in accordance with the terms of the Merger Agreement and (ii)
given by the Employer to the Executive pursuant to this Agreement, specifically
including, but not limited to, the Severance Payment provided in Section 2.5 of
this Agreement, the Executive agrees, represents to and covenants with the
Employer that during the period of the Executive's employment by or with the
Employer, and for the longer of (i) a period of one (1) year immediately
following the termination of the Executive's employment with the Employer under
this Agreement or otherwise, and (ii) seven (7) years following the Closing Date
(as such term is defined in the Merger Agreement), for any reason whatsoever,
either directly or indirectly, for himself or on behalf of or in conjunction
with any other person, persons, Employer, partnership, corporation or business
of whatever nature violate the noncompetition covenants of Article IX of the
Merger Agreement, which are hereby incorporated by reference in this Agreement
in their entirety.

3.6. CREATIONS. Subject to the Executive's rights under Minnesota Statutes ss.
181.78, the Executive hereby agrees that every idea, concept, invention and
improvement (whether patented or not) conceived by the Executive and all
copyrighted or copyrightable matter created by the Executive that relates to the
Employer's business (collectively, "Creations") shall be the property of the
Employer (or its designee). The Executive shall communicate promptly and
disclose to the Employer, in such form as the Employer may request, all
information, details and data pertaining to each Creation. Every copyrightable
Creation, regardless of whether copyright protection is sought or preserved by
the Employer, shall be a "work for hire" as defined in 12 U.S.C. ss. 101 and the
Employer shall own all rights in and to such matter throughout the world,
without the payment of any royalty or other consideration to the Executive or
anyone claiming through the Executive.

The Executive shall execute and deliver to the Employer such formal transfers
and assignments and such other documents as the Employer may request to confirm
and protect the Employer's rights hereunder. Any idea, copyrightable matter or
other property relating to the Employer's business and disclosed by the
Executive or discovered by the Employer prior to the first anniversary of the
date of the Executive's termination of employment (the "Termination Date") shall
be deemed to be governed hereby unless proved by the Executive to have been
first conceived and made after the Termination Date.

3.7. CONFIDENTIALITY AND INSIDER TRADING AGREEMENTS. Concurrently with the
execution of this Agreement, the Executive agrees to execute and deliver to the
Employer (i) the Executive Patent and Confidential Information Agreement and
(ii) the Statement of Policy regarding Insider Trading attached hereto as
Exhibits C and D, respectively.

3.8. REMEDIES. The Executive agrees and understands that any breach of any of
the covenants or agreements set forth in this ARTICLE III of this Agreement will
cause the Employer irreparable harm for which there is no adequate remedy at
law, and, without limiting whatever other rights and remedies the Employer may
have under this paragraph, the Executive consents to the issuance of an
injunction in favor of the Employer enjoining the breach of any of the aforesaid
covenants or agreements by any court of competent jurisdiction. If any or all of
the aforesaid covenants or

                                      -5-
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agreements are held to be unenforceable because of the scope or duration of such
covenant or agreement or the area covered thereby, the parties agree that the
court making such determination shall have the power to reduce or modify the
scope, duration and/or area of such covenant to the extent that allows the
maximum scope, duration and/or area permitted by applicable law.

                                  ARTICLE IV.

                                   TERMINATION

4.1. TERMINATION FOR CAUSE. Notwithstanding anything contained in this Agreement
to the contrary, the Employer shall have the right to terminate the employment
of the Executive upon the occurrence of any of the following events:

         (a)      The commission in the course of the Executive's employment by
                  the Employer of any fraudulent act;

         (b)      Conviction of a felony (from which, through lapse of time or
                  otherwise, no successful appeal shall have been made) whether
                  or not committed in the course of his employment by the
                  Employer;

         (c)      The willful refusal to carry out reasonable instructions of
                  the Board; provided, however, that the Executive may only be
                  discharged after he shall have been given 30 days written
                  notice setting forth his alleged deficiencies and that he
                  shall not, within such 30-day period, have ceased or otherwise
                  cured the activity or activities or omission constituting the
                  grounds for termination;

         (d)      The willful disclosure of any trade secrets or confidential
                  corporate information of the Employer or BVI to persons not
                  authorized to know same, unless such disclosure is required by
                  any law or court order or similar process; and

         (e)      Inability of the Executive to perform the essential functions
                  of his duties in accordance with the terms of this Agreement,
                  with or without reasonable accommodation.

Where the employment of the Executive is terminated pursuant to this Section
4.1, such termination shall be effective upon the delivery of notice thereof to
the Executive.

4.2. DEATH OF EXECUTIVE. In the event of the Executive's death during the term
of this Agreement, this Agreement and the Employer's and the Executive's rights
and obligations under this Agreement shall terminate.

4.3. RESIGNATION OF EXECUTIVE. The Executive may resign at any time for any
reason upon sixty (60) days advance written notice to the Chairman of the Board
of Directors of the

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Employer provided that the Employer's obligations to the Executive, pursuant to
the terms of this Agreement, shall cease on the date the Executive's termination
is effective.

4.4. SURVIVING RIGHTS. Notwithstanding the termination of the Executive's
employment, the parties shall be required to carry out any provisions hereof
which contemplate performance subsequent to such termination; and such
termination shall not affect any liability or other obligation which shall have
accrued prior to such termination, including, but not limited to, any liability
for loss or damage on account of a prior default. Notwithstanding the foregoing,
it is hereby acknowledged by the Executive that in the event of the Executive's
termination of employment during term of this Agreement, the Executive shall not
be entitled to a pro-rata cash incentive bonus as provided in Section 2.2 of
this Agreement or a pro rata vesting of his stock option as provided in Section
2.6 of this Agreement.

                                   ARTICLE V.

                                 INDEMNIFICATION

5.1. INDEMNIFICATION. The Executive shall be entitled to indemnification and
advancement of expenses by reason of the Executive's status with the Employer to
the fullest extent permitted under the laws of the State of Minnesota and the
Articles of Incorporation and Bylaws of the Employer. The Employer represents to
the Executive that as of the date hereof there is no provision of the Articles
of Incorporation or Bylaws of the Employer that prohibits or limits
indemnification or advances of expenses or imposes conditions on indemnification
or advances of expenses in addition to the conditions set forth in Minnesota
law.

                                  ARTICLE VI.

                               GENERAL PROVISIONS

6.1. NOTICES. All notices, requests, and other communications shall be in
writing and except as otherwise provided herein, shall be considered to have
been delivered if personally delivered or when deposited in the United States
Mail, first class, certified or registered, postage prepaid, return receipt
requested, addressed to the proper party at its address as set forth below, or
to such other address as such party may hereafter designate by written notice to
the other party:

         (a)      If to the Employer, to:    Karen Gilles Larson

                                             Bio-Vascular, Inc.
                                             2575 University Avenue
                                             St. Paul, MN  55114-1024

                  With a copy to:            Richard A. Hoel, Esq.
                                             Winthrop & Weinstine
                                             3000 Dain Rauscher Plaza

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                                             60 South 6th Street
                                             Minneapolis, MN  55402-4430

         (b)      If to the Executive, to:   Michael K. Campbell
                                             3605 Carisbrooke Parkway
                                             Birmingham, AL 35226

                  With a copy to:            Timothy M. Fulmer
                                             Gorham & Waldrep, P.C.
                                             2101 6th Avenue North, Suite 700
                                             Birmingham, AL  35203

6.2. WAIVER, MODIFICATION OR AMENDMENT. No waiver, modification or amendment of
any term, condition or provision of this Agreement shall be valid or of any
effect unless made in writing, signed by the party to be bound or its duly
authorized representative and specifying with particularity the nature and
extent of such waiver, modification or amendment. Any waiver by any party of any
default of the other shall not effect, or impair any right arising from, any
subsequent default. Nothing herein shall limit the rights and remedies of the
parties hereto under and pursuant to this Agreement, except as hereinbefore set
forth.

6.3. ENTIRE AGREEMENT. This Agreement contains the entire understanding of the
parties hereto in respect of transactions contemplated hereby and supersedes all
prior agreements and understandings between the parties with respect to such
subject matter.

6.4. INTERPRETATION AND SEVERANCE. The provisions of this Agreement shall be
applied and interpreted in a manner consistent with each other so as to carry
out the purposes and intent of the parties hereto, but if for any reason any
provision hereof is determined to be unenforceable or invalid, such provision or
such part thereof as may be unenforceable or invalid shall be deemed severed
from this Agreement and the remaining provisions shall be carried out with the
same force and effect as if the severed provision or part thereof had not been a
part of this Agreement.

6.5. GOVERNING LAW. This Agreement shall be construed and enforced in accordance
with the laws of the State of Minnesota.

6.6. SUCCESSORS AND ASSIGNS/OBLIGATIONS OF EMPLOYER. This Agreement shall be
binding upon the Employer and its successors and assigns and shall inure to the
benefit of the Executive and the Executive's heirs, executors and
administrators.

6.7. IDENTICAL COUNTERPARTS. This Agreement may be executed in one or more
counterparts, each of which shall for all purposes be deemed to be an original
but all of which shall constitute one and the same Agreement.

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6.8. BVI GUARANTEE. BVI guarantees any and all obligations of the Employer under
this Agreement in accordance with the terms of this Agreement.

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
day and year first above written.

                                   MEDICAL COMPANIES ALLIANCE, INC.


                                   By:
                                      -----------------------------------------
                                      Karen Gilles Larson
                                      Its Chief Executive Officer

                                   BIO-VASCULAR, INC.


                                   By:
                                      -----------------------------------------
                                      Karen Gilles Larson
                                      Its President and Chief Executive Officer

                                   EXECUTIVE:


                                      -----------------------------------------
                                      Michael K. Campbell

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                                    EXHIBIT A


Allocation of Annual Cash Incentive to be paid to Executive in accordance with
Section 2.2 of Executive's Employment Agreement to which this Exhibit A is
attached hereof.

                                                                    PERCENT
                                                                   ALLOCATION

Achievement of Personal Management by Objectives
("MBO") Goals as determined by the Employer*                          20%

Employer Performance Goals:

         Operating Income                   40%
         Net Revenue                        40%                       80%
                                           ---                       ---

Total Allocation                                                     100%
                                                                     ===

For example, without limitation, assuming a Base Salary of $100,000 and the
Employer determines that Executive has met all his MBO goals and the Employer
has met its Operating Income and Net Revenue goals, then Executive would receive
$20,000 ($100,000 X 20%). However, if the Employer determines that the Executive
has met all his MBO goals, and the Employer has not met 100% of its Operating
Income and its Net Revenue goals, the Executive would receive $4,000 ($100,000 X
20% X 20%), only that incentive due related to MBO's. Likewise, if the Employer
determines that the Executive has met only 75% of his MBO goals (and the
Employer has not met either of its Performance Goals) the Executive would
receive $3,000 (100,000 x 20% x 20% x75%).


* References herein to the Employer shall represent determinations made by the
President and Chief Executive Officer of BVI, who shall consult with and provide
recommendations to the Board of Directors of the Employer.
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                                    Exhibit B


                           CHANGE IN CONTROL AGREEMENT
                           ---------------------------




July 6, 2001



Michael K. Campbell
3605 Carisbrooke Parkway
Birmingham, AL 35226


Dear Mr. Campbell:

You are presently the President of Medical Companies Alliance, Inc., a Minnesota
corporation and an Affiliate of Bio-Vascular, Inc., a Minnesota corporation (the
"Company"). 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. In this connection, the Company
recognizes that, as is the case with many publicly held corporations, the
possibility of a Change in Control may arise and that such possibility and the
uncertainty and questions which it may raise among management may result in the
departure or distraction of management personnel to the detriment of the Company
and its shareholders.

Accordingly, the Board has determined that appropriate steps should be taken to
minimize the risk that Company management will depart prior to a Change in
Control, thereby leaving the Company without adequate management personnel
during such a critical period, and that appropriate steps also be taken to
reinforce and encourage the continued attention and dedication of members of the
Company's management to their assigned duties without distraction in
circumstances arising from the possibility of a Change in Control. In
particular, the Board believes it important, should the Company or its
shareholders receive a proposal for transfer of control, that you be able to
continue your management responsibilities without being influenced by the
uncertainties of your own personal situation.

The Board recognizes that continuance of your position with the Company involves
a substantial commitment to the Company in terms of your personal life and
professional career and the possibility of foregoing present and future career
opportunities, for which the Company receives substantial benefits. Therefore,
to induce you to remain in the employ of the Company, this Agreement, which has
been approved by the Board, sets forth the benefits which the Company

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agrees will be provided to you in the event your employment with the Company is
terminated in connection with a Change in Control under the circumstances
described below.

The following terms will have the meaning set forth below unless the context
clearly requires otherwise. Terms defined elsewhere in this Agreement will have
the same meaning throughout this Agreement.

                                   ARTICLE I.
                                   DEFINITIONS

1.       "Affiliate" means (i) any corporation at least a majority of whose
         outstanding securities ordinarily having the right to vote at elections
         of directors is owned directly or indirectly by the Company or (ii) any
         other form of business entity in which the Company, by virtue of a
         direct or indirect ownership interest, has the right to elect a
         majority of the members of such entity's governing body.

2.       "Agreement" means this letter agreement as amended, extended or renewed
         from time to time in accordance with its terms.

3.       "Board" means the board of directors of Bio-Vascular, Inc. duly
         qualified and acting at the time in question. On and after the date of
         a Change in Control, any duty of the Board in connection with this
         Agreement is nondelegable and any attempt by the Board to delegate any
         such duty is ineffective.

4.       "Cause" means:

         a.       your gross misconduct;

         b.       your willful and continued failure to perform substantially
                  your duties with the Company (other than any such failure (1)
                  resulting from your Disability or incapacity due to bodily
                  injury or physical or mental illness or (2) relating to
                  changes in your duties after a Change in Control which
                  constitute Good Reason) after a demand for substantial
                  performance is delivered to you by the chair of the Board
                  which specifically identifies the manner in which you have not
                  substantially performed your duties and provides for a
                  reasonable period of time within which you may take corrective
                  actions; or

         c.       your conviction (including a plea of nolo contendere) of
                  willfully engaging in illegal conduct constituting a felony or
                  gross misdemeanor under federal or state law which is
                  materially and demonstrably injurious to the Company or which
                  impairs your ability to perform substantially your duties for
                  the Company.

         An act or failure to act will be considered "gross" or "willful" for
         this purpose only if done, or omitted to be done, by you in bad faith
         and without reasonable belief that it was in, or not

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         opposed to, the best interests of the Company. Any act, or failure to
         act, based upon authority given pursuant to a resolution duly adopted
         by the Company's board of directors (or a committee thereof) or based
         upon the advice of counsel for the Company will be conclusively
         presumed to be done, or omitted to be done, by you in good faith and in
         the best interests of the Company. It is also expressly understood that
         your attention to matters not directly related to the business of the
         Company will not provide a basis for termination for Cause so long as
         the Board did not expressly disapprove in writing of your engagement in
         such activities either before or within a reasonable period of time
         after the Board knew or could reasonably have known that you engaged in
         those activities. Notwithstanding the foregoing, you may not be
         terminated for Cause unless and until there has been delivered to you a
         copy of a resolution duly adopted by the affirmative vote of not less
         than a majority of the entire membership of the Board at a meeting of
         the Board called and held for the purpose (after reasonable notice to
         you and an opportunity for you, together with your counsel, to be heard
         before the Board), finding that in the good faith opinion of the Board
         you were guilty of the conduct set forth above in clauses a., b. or c.
         of this definition and specifying the particulars thereof in detail.

5.       "Change in Control" means any of the following:

         a.       the sale, lease, exchange or other transfer, directly or
                  indirectly, of all or substantially all of the assets of
                  Bio-Vascular, Inc. in one transaction or in a series of
                  related transactions, to any Person;

         b.       the approval by the shareholders of Bio-Vascular, Inc. of any
                  plan or proposal for the liquidation or dissolution of
                  Bio-Vascular, Inc., as the case may be;

         c.       any Person is or becomes the "beneficial owner" (as defined in
                  Rule 13d-3 under the Exchange Act), directly or indirectly, of
                  (1) 20 percent or more, but not more than 50 percent, of the
                  combined voting power of the outstanding securities of
                  Bio-Vascular, Inc. ordinarily having the right to vote at
                  elections of directors, unless the transaction resulting in
                  such ownership has been approved in advance by the "continuity
                  directors" or (2) more than 50 percent of the combined voting
                  power of the outstanding securities of Bio-Vascular, Inc.
                  ordinarily having the right to vote at elections of directors
                  (regardless of any approval by the continuity directors);

         d.       a merger or consolidation to which the Company is a party if
                  the shareholders of Bio-Vascular, Inc. immediately prior to
                  the effective date of such merger or consolidation have,
                  solely on account of ownership of securities of Bio-Vascular,
                  Inc. at such time, "beneficial ownership" (as defined in Rule
                  13d-3 under the Exchange Act) immediately following the
                  effective date of such merger or consolidation of securities
                  of the surviving company representing (1) 50 percent or more,
                  but not more than 80 percent, of the combined voting power of
                  the surviving corporation's then outstanding securities
                  ordinarily having the right to vote at elections of directors,
                  unless such merger or consolidation has been approved in

                                       -4-
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                  advance by the continuity directors, or (2) less than 50
                  percent of the combined voting power of the surviving
                  corporation's then outstanding securities ordinarily having
                  the right to vote at elections of directors (regardless of any
                  approval by the continuity directors);

         e.       the continuity directors cease for any reason to constitute at
                  least a majority the Board; or

         For purposes of this Section 1(e), a "continuity director" means any
         individual who is a member of the Board on July 6, 2001, _____________
         while he or she is a member of the Board, and any individual who
         subsequently becomes a member of the Board whose election or nomination
         for election by Bio-Vascular, Inc.'s shareholders was approved by a
         vote of at least a majority of the directors who are continuity
         directors (either by a specific vote or by approval of the proxy
         statement of Bio-Vascular, Inc. in which such individual is named as a
         nominee for director without objection to such nomination).

         f.       a change in control of a nature that is determined by outside
                  legal counsel to Bio-Vascular, Inc., in a written opinion
                  specifically referencing this provision of the Agreement, to
                  be required to be reported (assuming such event has not been
                  "previously reported") pursuant to Section 13 or 15(d) of the
                  Exchange Act, whether or not Bio-Vascular, Inc. is then
                  subject to such reporting requirement, as of the effective
                  date of such change in control.

6.       "Code" means the Internal Revenue Code of 1986, as amended. Any
         reference to a specific provision of the Code includes a reference to
         such provision as it may be amended from time to time and to any
         successor provision.

7.       "Company" means Bio-Vascular, Inc. and/or any Affiliate.

8.       "Confidential Information" means information which is proprietary to
         the Company or proprietary to others and entrusted to the Company,
         whether or not trade secrets. It includes information relating to
         business plans and to business as conducted or anticipated to be
         conducted, and to past or current or anticipated products or services.
         It also includes, without limitation, information concerning research,
         development, purchasing, accounting, marketing and selling. All
         information which you have a reasonable basis to consider confidential
         is Confidential Information, whether or not originated by you and
         without regard to the manner in which you obtain access to that and any
         other proprietary information.

9.       "Date of Termination" following a Change in Control (or prior to a
         Change in Control if your termination was either a condition of the
         Change in Control or was at the request or insistence of any Person
         related to the Change in Control) means:

                                       -5-
<PAGE>

         a.       if your employment is to be terminated for Disability, 30 days
                  after Notice of Termination is given (provided that you have
                  not returned to the performance of your duties on a full-time
                  basis during such 30-day period);

         b.       if your employment is to be terminated by the Company for
                  Cause or by you for Good Reason, the date specified in the
                  Notice of Termination, which date may not be less than 30 days
                  or more than 60 days after the date on which the Notice of
                  Termination is given unless you and the Company otherwise
                  expressly agree;

         c.       if your employment is to be terminated by the Company for any
                  reason other than Cause, Disability, death or Retirement, the
                  date specified in the Notice of Termination, which in no event
                  may be a date earlier than 90 days after the date on which a
                  Notice of Termination is given, unless an earlier date has
                  been expressly agreed to by you in writing either in advance
                  of, or after receiving such Notice of Termination; or

         d.       if your employment is terminated by reason of death or
                  Retirement, the date of death or Retirement, respectively.

         In the case of termination by the Company of your employment for Cause,
         if you have not previously expressly agreed in writing to the
         termination, then within 30 days after receipt by you of the Notice of
         Termination with respect thereto, you may notify the Company that a
         dispute exists concerning the termination, in which event the Date of
         Termination will be the date set either by mutual written agreement of
         the parties or by the judge or arbitrators in a proceeding as provided
         in Article VII, Section 7 of this Agreement. During the pendency of any
         such dispute, you will continue to make yourself available to provide
         services to the Company and the Company will continue to pay you your
         full compensation and benefits in effect immediately prior to the date
         on which the Notice of Termination is given (without regard to any
         changes to such compensation or benefits which constitute Good Reason)
         and until the dispute is resolved in accordance with Article VII,
         Section 7 of this Agreement. You will be entitled to retain the full
         amount of any such compensation and benefits without regard to the
         resolution of the dispute unless the judge or arbitrators decide(s)
         that your claim of a dispute was frivolous or advanced by you in bad
         faith.

10.      "Disability" means a disability as defined in the Company's long-term
         disability plan as in effect immediately prior to the Change in Control
         or; in the absence of such a plan, means permanent and total disability
         as defined in Section 22(e)(3) of the Code.

11.      "Exchange Act" means the Securities Exchange Act of 1934, as amended.
         Any reference to a specific provision of the Exchange Act or to any
         rule or regulation thereunder includes a reference to such provision as
         it may be amended from time to time and to any successor provision.

12.      "Good Reason" means:

                                       -6-
<PAGE>

         a.       change in your status, position(s), duties or responsibilities
                  as an executive of the Company as in effect immediately prior
                  to the Change in Control which, in your reasonable judgment,
                  is an adverse change (other than, if applicable, any such
                  change directly attributable to the fact that the Company is
                  no longer publicly owned) except in connection with the
                  termination of your employment for Cause, Disability or
                  Retirement or as a result of your death or by you other than
                  for Good Reason;

         b.       a reduction by the Company in your base salary (or an adverse
                  change in the form or timing of the payment thereof) as in
                  effect immediately prior to the Change in Control or as
                  thereafter increased;

         c.       the failure by the Company to continue in effect any Plan in
                  which you (and/or your family) are eligible to participate at
                  any time during the 90-day period immediately preceding the
                  Change in Control (or Plans providing you (and/or your family)
                  with at least substantially similar benefits) other than as a
                  result of the normal expiration of any such Plan in accordance
                  with its terms as in effect immediately prior to the 90-day
                  period immediately preceding the time of the Change in
                  Control, or the taking of any action, or the failure to act,
                  by the Company which would adversely affect your (and/or your
                  family's) continued eligibility to participate in any of such
                  Plans on at least as favorable a basis to you (and/or your
                  family) as is the case on the date of the Change in Control or
                  which would materially reduce your (and/or your family's)
                  benefits in the future under any of such Plans or deprive you
                  (and/or your family) of any material benefit enjoyed by you
                  (and/or your family) at the time of the Change in Control;

         d.       the Company's requiring you to be based more than 30 miles
                  from where your office is located immediately prior to the
                  Change in Control, except for required travel on the Company's
                  business, and then only to the extent substantially consistent
                  with the business travel obligations which you undertook on
                  behalf of the Company during the 90-day period immediately
                  preceding the Change in Control (without regard to travel
                  related to or in anticipation of the Change in Control);

         e.       the failure by the Company to obtain from any Successor the
                  assent to this Agreement contemplated by Article VI of this
                  Agreement;

         f.       any purported termination by the Company of your employment
                  which is not properly effected pursuant to a Notice of
                  Termination and pursuant to any other requirements of this
                  Agreement, and for purposes of this Agreement, no such
                  purported termination will be effective;

         g.       any refusal by the Company to continue to allow you to attend
                  to matters or engage in activities not directly related to the
                  business of the Company which, at any time

                                       -7-
<PAGE>

                  prior to the Change in Control, you were not expressly
                  prohibited in writing by the Board from attending to or
                  engaging in; or

         h.       your termination of your employment with the Company for any
                  reason other than death, Disability or Retirement during the
                  twelfth (12th) month following the month in which a Change in
                  Control occurs.

13.      "Highest Monthly Compensation" means one-twelfth of the highest amount
         of your compensation for any 12 consecutive calendar-month period
         during the 36 consecutive calendar-month period prior to the month that
         includes the Date of Termination. For purposes of this definition,
         "compensation" means the amount reportable by the Company, for federal
         income tax purposes, as wages paid to you by the Company, increased by
         the amount of contributions made by the Company with respect to you
         under any qualified cash or deferred arrangement or cafeteria plan that
         is not then includable in your income by reason of the operation of
         Section 402(a)(8) or Section 125 of the Code, and increased further by
         any other compensation deferred for any reason.

14.      "Notice of Termination" means a written notice given on or after the
         date of a Change in Control (unless your termination before the date of
         the Change in Control was either a condition of the Change in Control
         or was at the request or insistence of any Person related to the Change
         in Control) which indicates the specific termination provision in this
         Agreement pursuant to which the notice is given. Any purported
         termination by the Company or by you for Good Reason on or after the
         date of a Change in Control (or before the date of a Change in Control
         if your termination was either a condition of the Change in Control or
         was at the request or insistence of any Person related to the Change in
         Control) must be communicated by written Notice of Termination to be
         effective; provided, that your failure to provide Notice of Termination
         will not limit any of your rights under this Agreement except to the
         extent the Company demonstrates that it suffered material actual
         damages by reason of such failure.

15.      "Person" means any individual, corporation, partnership, group,
         association or other "person," as such term is used in Section 14(d) of
         the Exchange Act, other than the Company, any Affiliate or any employee
         benefit plan(s) sponsored by the Company or an Affiliate.

16.      "Plan" means any compensation plan, program, policy or agreement (such
         as a stock option, restricted stock plan or other equity-based plan),
         any bonus or incentive compensation plan, program, policy or agreement,
         any employee benefit plan, program, policy or agreement (such as a
         thrift, pension, profit sharing, medical, dental, disability, accident,
         life insurance, relocation, salary continuation, expense
         reimbursements, vacation, fringe benefits, office and support staff
         plan or policy) or any other plan, program, policy or agreement of the
         Company intended to benefit employees (and/or their families)
         generally, management employees (and/or their families) as a group or
         you (and/or your family) in particular.

                                       -8-
<PAGE>

17.      "Retirement" means termination of employment on or after the day on
         which you attain the age of 65.

18.      "Successor" means any Person that succeeds to, or has the practical
         ability to control (either immediately or solely with the passage of
         time), the Company's business directly, by merger, consolidation or
         other form of business combination, or indirectly, by purchase of the
         Company's outstanding securities ordinarily having the right to vote at
         the election of directors or, all or substantially all of its assets or
         otherwise.

                                  ARTICLE II.
                                TERM OF AGREEMENT

This Agreement is effective immediately and will continue in effect until July
5, 2002; provided, however; that commencing on July 6, 2002, and each July 6
thereafter, the term of this Agreement will automatically be extended for 12
additional months beyond the expiration date otherwise then in effect, unless at
least 90 calendar days prior to any such March 1, the Company or you has given
notice that this Agreement will not be extended; and, provided, further; that if
a Change in Control has occurred during the term of this Agreement, this
Agreement will continue in effect beyond the termination date then in effect for
a period of 12 months following the month during which the Change in Control
occurs or, if later, until the date on which the Company's obligations to you
arising under or in connection with this Agreement have been satisfied in full.

                                  ARTICLE III.
                           CHANGE IN CONTROL BENEFITS

1.       Benefits upon a Change in Control Termination. You will become entitled
         to the payments and benefits described in clauses (a) and (b) of this
         Article III., subject to the limitations described in clause (c) of
         this Article III., if and only if (i) your employment with the Company
         is terminated for any reason other than death, Cause, Disability or
         Retirement, or if you terminate your employment with the Company for
         Good Reason; and (ii) the termination occurs either within the period
         beginning on the date of a Change in Control and ending on the last day
         of the twelfth month that begins after the month during which the
         Change in Control occurs or prior to a Change in Control if your
         termination was either a condition of the Change in Control or was at
         the request or insistence of a Person related to the Change in Control.

         a.       Cash Payment. Within five business days following the Date of
                  Termination or, if later, within five business days following
                  the date of the Change in Control, the Company will make a
                  lump-sum cash payment to you in an amount equal to the product
                  of (i) your Highest Monthly Compensation multiplied by (ii)
                  36.

         b.       Welfare Plans. The Company will maintain in full force and
                  effect, for the continued benefit of you and your dependents
                  for a period terminating 36 months after the Date of
                  Termination, all insured and self-insured employee welfare
                  benefit Plans

                                       -9-
<PAGE>

                  (including, without limitation, medical, life, dental, vision
                  and disability plans) in which you were eligible to
                  participate at any time during the 90-day period immediately
                  preceding the Change in Control, provided that your continued
                  participation is possible under the general terms and
                  provisions of such Plans and any applicable funding media and
                  without regard to any discretionary amendments to such Plans
                  by the Company following the Change in Control (or prior to
                  the Change in Control if amended as a condition or at the
                  request or insistence of a Person (other than the Company)
                  related to the Change in Control) and provided that you
                  continue to pay an amount equal to your regular contribution
                  under such Plans for such participation (based upon your level
                  of benefits and employment status most favorable to you at any
                  time during the 90-day period immediately preceding the Change
                  in Control). The continuation period under federal and state
                  continuation laws, to the extent applicable, will begin to run
                  from the date on which coverage pursuant to this clause (b)
                  ends. If, at the end of the 36-month period, you have not
                  previously received or are not then receiving equivalent
                  benefits from a new employer (including coverage for any
                  pre-existing conditions), the Company will arrange, at its
                  sole cost and expense, to enable you to convert your and your
                  dependents' coverage under such Plans to individual policies
                  or programs upon the same terms as executives of the Company
                  may apply for such conversions. In the event that your or your
                  dependents' participation in any such Plan is barred, the
                  Company, at its sole cost and expense, will arrange to have
                  issued for the benefit of you and your dependents individual
                  policies of insurance providing benefits substantially similar
                  (on a federal, state and local income and employment after-tax
                  basis) to those which you otherwise would have been entitled
                  to receive under such Plans pursuant to this clause (b) or; if
                  such insurance is not available at a reasonable cost to the
                  Company, the Company will otherwise provide you and your
                  dependents equivalent benefits (on a federal, state and local
                  income and employment after-tax basis). You will not be
                  required to pay any premiums or other charges in an amount
                  greater than that which you would have paid in order to
                  participate in such Plans.

         c.       Limitation on Change in Control Payments. Notwithstanding
                  anything in this Agreement to the contrary, if any of the
                  payments or benefits to be made or provided in connection with
                  this Agreement, together with any other payments, benefits or
                  awards which you have the right to receive from the Company,
                  or any corporation which is a member of an "affiliated group"
                  (as defined in Section 1504(a) of the Code without regard to
                  Section 1504(b) of the Code) of which the Company is a member
                  ("Affiliate"), constitute an "excess parachute payment" (as
                  defined in Section 280G(b) of the Code), two calculations will
                  be performed. In the first calculation, the payments, benefits
                  or awards to be received solely pursuant to this Agreement
                  (and excluding any benefits to be received from the existing
                  Stock Option and Incentive Plan) will be reduced by the amount
                  the Company deems necessary so that none of the payments or
                  benefits under the Agreement (including those from the
                  existing Stock Option and Incentive Plan) are excess parachute

                                      -10-
<PAGE>

                  payments. In the second calculation, the payments will not be
                  reduced so as to eliminate an excess parachute payment, but
                  will be reduced by the amount of the applicable excise tax
                  that the officer will pay related to all change in control
                  benefits received as imposed by Section 4999 of the Code. The
                  two calculations will be compared and the calculation
                  providing the largest net payment to the employee will be
                  utilized to determine the change in control payments made to
                  the officer. The calculations must be made in good faith by
                  legal counsel or a certified public accountant selected by the
                  Company, and such determination will be conclusive and binding
                  upon you and the Company.

                  If a reduction in payments or benefits is required by the
                  comparison above, the payments or benefits under the Agreement
                  shall be reduced in the order that minimizes the amount of
                  total reduction in payments and benefits under the Agreement
                  as a result of this provision.

2.       Disposition. If, on or after the date of a Change in Control, an
         Affiliate is sold, merged, transferred or in any other manner or for
         any other reason ceases to be an Affiliate or all or any portion of the
         business or assets of an Affiliate are sold, transferred or otherwise
         disposed of and the acquiror is not the Company or an Affiliate (a
         "Disposition"), and you remain or become employed by the acquiror or an
         affiliate of the acquiror (as defined in this Agreement but
         substituting "acquiror" for "Company") in connection with the
         Disposition, you will be deemed to have terminated employment on the
         effective date of the Disposition for purposes of this section unless
         (a) the acquiror and its affiliates jointly and severally expressly
         assume and agree, in a manner that is enforceable by you, to perform
         the obligations of this Agreement to the same extent that the Company
         would be required to perform if the Disposition had not occurred and
         (b) the Successor guarantees, in a manner that is enforceable by you,
         payment and performance by the acquiror.

                                  ARTICLE IV.
                                 INDEMNIFICATION

Following a Change in Control, the Company will indemnify and advance expenses
to you to the full extent permitted by law and the Company's articles of
incorporation and bylaws for damages, costs and expenses (including, without
limitation, judgments, fines, penalties, settlements and reasonable fees and
expenses of your counsel) incurred in connection with all matters, events and
transactions relating to your service to or status with the Company or any other
corporation, employee benefit plan or other entity with whom you served at the
request of the Company.

                                   ARTICLE V.
                                 CONFIDENTIALITY

You will not use, other than in connection with your employment with the
Company, or disclose any Confidential Information to any person not employed by
the Company or not authorized by the Company to receive such Confidential
Information, without the prior written consent of the

                                      -11-
<PAGE>

Company; and you will use reasonable and prudent care to safeguard and protect
and prevent the unauthorized disclosure of Confidential Information. Nothing in
this Agreement will prevent you from using, disclosing or authorizing the
disclosure of any Confidential Information: (a) which is or hereafter becomes
part of the public domain or otherwise becomes generally available to the public
through no fault of yours; (b) to the extent and upon the terms and conditions
that the Company may have previously made the Confidential Information available
to certain persons; or (c) to the extent that you are required to disclose such
Confidential Information by law or judicial or administrative process.

                                  ARTICLE VI.
                                   SUCCESSORS

The Company will seek to have any Successor, by agreement in form and substance
satisfactory to you, assent to the fulfillment by the Company of the Company's
obligations under this Agreement. Failure of the Company to obtain such assent
at least three business days prior to the time a Person becomes a Successor (or
where the Company does not have at least three business days' advance notice
that a Person may become a Successor, within one business day after having
notice that such Person may become or has become a Successor) will constitute
Good Reason for termination by you of your employment. The date on which any
such succession becomes effective will be deemed the Date of Termination and
Notice of Termination will be deemed to have been given on that date. A
Successor has no rights, authority or power with respect to this Agreement prior
to a Change in Control.

                                  ARTICLE VII.
                                OTHER PROVISIONS

1.       Fees and Expenses. The Company, upon demand, will pay or reimburse you
         for all reasonable legal fees, court costs, experts' fees and related
         costs and expenses incurred by you in connection with any actual,
         threatened or contemplated litigation or legal, administrative,
         arbitration or other proceeding relating to this Agreement to which you
         are or reasonably expect to become a party, whether or not initiated by
         you, including, without limitation: (a) all such fees and expenses, if
         any, incurred in contesting or disputing any such termination; or (b)
         your seeking to obtain or enforce any right or benefit provided by this
         Agreement; provided, however; you will be required to repay (without
         interest) any such amounts to the Company to the extent that a court
         issues a final and non-appealable order setting forth the determination
         that the position taken by you was frivolous or advanced by you in bad
         faith.

2.       Binding Agreement. This Agreement inures to the benefit of, and is
         enforceable by, you, your personal and legal representatives,
         executors, administrators, successors, heirs, distributees, devisees
         and legatees. If you die while any amount would still be payable to you
         under this Agreement if you had continued to live, all such amounts,
         unless otherwise provided in this Agreement, will be paid in accordance
         with the terms of this Agreement to your devisee, legatee or other
         designee or; if there be no such designee, to your estate.

                                      -12-
<PAGE>

3.       No Mitigation. You will not be required to mitigate the amount of any
         payments or benefits the Company becomes obligated to make or provide
         to you in connection with this Agreement by seeking other employment or
         otherwise. The payments or benefits to be made or provided to you in
         connection with this Agreement may not be reduced, offset or subject to
         recovery by the Company by any payments or benefits you may receive
         from other employment or otherwise.

4.       No Setoff. The Company has no right to setoff payments or benefits owed
         to you under this Agreement against amounts owed or claimed to be owed
         by you to the Company under this Agreement or otherwise.

5.       Taxes. All payments and benefits to be made or provided to you in
         connection with this Agreement will be subject to required withholding
         of federal, state and local income, excise and employment-related
         taxes.

6.       Notices. For the purposes of this Agreement, notices and all other
         communications provided for in, or required under, this Agreement must
         be in writing and will be deemed to have been duly given when
         personally delivered or when mailed by United States registered or
         certified mail, return receipt requested, postage prepaid and addressed
         to each party's respective address set forth on the first page of this
         Agreement (provided that all notices to the Company must be directed to
         the attention of the chair of the Board), or to such other address as
         either party may have furnished to the other in writing in accordance
         with these provisions, except that notice of change of address will be
         effective only upon receipt.

7.       Disputes. If you so elect, any dispute, controversy or claim arising
         under or in connection with this Agreement will be settled exclusively
         by binding arbitration administered by the American Arbitration
         Association in Minneapolis, Minnesota in accordance with the Commercial
         Arbitration Rules of the American Arbitration Association then in
         effect. Judgment may be entered on the arbitrator's award in any court
         having jurisdiction; provided, that you may seek specific performance
         of your right to receive payment or benefits until the Date of
         Termination during the pendency of any dispute or controversy arising
         under or in connection with this Agreement. The Company will be
         entitled to seek an injunction or restraining order in a court of
         competent jurisdiction (within or without the State of Minnesota) to
         enforce the provisions of Article V of this Agreement.

8.       Jurisdiction. Except as specifically provided otherwise in this
         Agreement, the parties agree that any action or proceeding arising
         under or in connection with this Agreement must be brought in a court
         of competent jurisdiction in the State of Minnesota, and hereby consent
         to the exclusive jurisdiction of said courts for this purpose and agree
         not to assert that such courts are an inconvenient forum.

9.       Related Agreements. To the extent that any provision of any other Plan
         or agreement between the Company and you limits, qualifies or is
         inconsistent with any provision of this Agreement, then for purposes of
         this Agreement, while such other Plan or agreement

                                      -13-
<PAGE>

         remains in force, the provision of this Agreement will control and such
         provision of such other Plan or agreement will be deemed to have been
         superseded, and to be of no force or effect, as if such other agreement
         had been formally amended to the extent necessary to accomplish such
         purpose. Nothing in this Agreement prevents or limits your continuing
         or future participation in any Plan provided by the Company and for
         which you may qualify, and nothing in this Agreement limits or
         otherwise affects the rights you may have under any Plans or other
         agreements with the Company. Amounts which are vested benefits or which
         you are otherwise entitled to receive under any Plan or other agreement
         with the Company at or subsequent to the Date of Termination will be
         payable in accordance with such Plan or other agreement.

10.      No Employment or Service Contract. Nothing in this Agreement is
         intended to provide you with any right to continue in the employ of the
         Company for any period of specific duration or interfere with or
         otherwise restrict in any way your rights or the rights of the Company,
         which rights are hereby expressly reserved by each, to terminate your
         employment at any time for any reason or no reason whatsoever, with or
         without cause.

11.      Funding and Payment. Benefits payable under this Agreement will be paid
         only from the general assets of the Company. No person has any right to
         or interest in any specific assets of the Company by reason of this
         Agreement. To the extent benefits under this Agreement are not paid
         when due to any individual, he or she is a general unsecured creditor
         of the Company with respect to any amounts due. The Company with whom
         you were employed immediately before your Date of Termination has
         primary responsibility for benefits to which you or any other person
         are entitled pursuant to this Agreement but to the extent such Company
         is unable or unwilling to provide such benefits, the Company and each
         other Affiliate are jointly and severally responsible therefor to the
         extent permitted by applicable law. If you were simultaneously employed
         by more than one Company immediately before your Date of Termination,
         each such Company has primary responsibility for a portion of the
         benefits to which you or any other person are entitled pursuant to this
         Agreement that bears the same ratio to the total benefits to which you
         or such other person are entitled pursuant to this Agreement as your
         base pay from the Company immediately before your Date of Termination
         bears to your aggregate base pay from all such Companies.

12.      Survival. The respective obligations of, and benefits afforded to, the
         Company and you which by their express terms or clear intent survive
         termination of your employment with the Company or termination of this
         Agreement, as the case may be, will survive termination of your
         employment with the Company or termination of this Agreement, as the
         case may be, and will remain in full force and effect according to
         their terms.

                                  ARTICLE VIII.
                                  MISCELLANEOUS

1.       Modification and Waiver. No provision of this Agreement may be
         modified, waived or discharged unless such modification, waiver or
         discharge is agreed to in a writing signed by

                                      -14-
<PAGE>

         you and the chair of the Board. No waiver by any party to this
         Agreement at any time of any breach by another party to this Agreement
         of, or of compliance with, any condition or provision of this Agreement
         to be performed by such party will be deemed a waiver of similar or
         dissimilar provisions or conditions at the same or at any prior or
         subsequent time.

2.       Entire Agreement. No agreements or representations, oral or otherwise,
         express or implied, with respect to the subject matter to this
         Agreement have been made by any party which are not expressly set forth
         in this Agreement.

3.       Governing Law. This Agreement and the legal relations among the parties
         as to all matters, including, without limitation, matters of validity,
         interpretation, construction, performance and remedies, will be
         governed by and construed exclusively in accordance with the internal
         laws of the State of Minnesota (without regard to the conflict of laws
         principles of any jurisdiction).

4.       Headings. Headings are for purposes of convenience only and do not
         constitute a part of this Agreement.

5.       Further Acts. The parties to this Agreement agree to perform, or cause
         to be performed, such further acts and deeds and to execute and deliver
         or cause to be executed and delivered, such additional or supplemental
         documents or instruments as may be reasonably required by the other
         party to carry into effect the intent and purpose of this Agreement.

6.       Severability. The invalidity or unenforceability of all or any part of
         any provision of this Agreement will not affect the validity or
         enforceability of the remainder of such provision or of any other
         provision of this Agreement, which will remain in full force and
         effect.

7.       Counterparts. This Agreement may be executed in several counterparts,
         each of which will be deemed to be an original, but all of which
         together will constitute one and the same instrument.

                                      -15-
<PAGE>

If this letter correctly sets forth our agreement on the subject matter
discussed above, kindly sign and return to the Company the enclosed copy of this
letter which will then constitute our agreement on this subject.

Sincerely,

                                  MEDICAL COMPANIES ALLIANCE, INC.


                                  By:
                                     ------------------------------------------

                                  Name: Karen Gilles Larson
                                  Title: Chief Executive Officer


                                  Agreed to this ____ day of __________, 2001


                                  ---------------------------------------------
                                  Michael K. Campbell


                                      -16-