Exhibit 10.1


 


AGREEMENT ON BOARD REPRESENTATION


 


This agreement (“Agreement”) is
entered into as of the 16th day of February 2006 between Enpath
Medical Inc., a Minnesota corporation formerly known as Medamicus, Inc. (“Enpath”),
and BIOMEC Inc., an Ohio corporation (“Biomec”).


 


RECITALS:


 


1.                                       Enpath and Biomec entered into that certain Asset Purchase
Agreement, dated as of July 21, 2003 which closed on October 23, 2003
(the “Asset Purchase Agreement”), under which Enpath purchased assets of Biomec
and agreed to circumstances under which Biomec’s Chair would serve on the
Enpath Board of Directors.


 


2.                                       Biomec and Enpath entered into an Amendment to Asset Purchase
Agreement dated as of March 14, 2005 (the “2005 Amendment”) and a Letter
Agreement dated as of March 15, 2005 (the “2005 Letter Agreement”)
(collectively “2005 Agreements”).


 


3.                                       Under the terms of the 2005 Amendment, Enpath agreed that it would
continue to nominate and solicit proxies for the re-election of the Chairman of
Biomec to the Enpath Board until such time as Biomec and its affiliates held
less than 5% in the aggregate of Enpath stock.


 


4.                                       Under the 2005 Letter Agreement, Enpath and Biomec agreed that the
person to be nominated as a director of Enpath would be the Chair of Biomec “or
such other person as Enpath and Biomec may mutually agree.”  In addition, under the terms of the 2005
Letter Agreement, Biomec was required to provide to Enpath, on or prior to February 1
of each year beginning in 2006, a list of Biomec affiliates and their ownership
of Enpath common stock so that Enpath could confirm the 5% threshold was met.


 


5.                                       Trevor O. Jones, the Chair of BIOMEC, has discussed with Enpath the
possibility of Biomec designating a person other than the Chair of Biomec to
serve on the Enpath board, as contemplated by the 2005 Letter Agreement.


 

















 


The parties
hereby agree as follows:


 


1.                                       Biomec hereby represents to Enpath that as of December 1,
2005, affiliates of Biomec owned a total of 346,078 shares of Enpath, which was
equal to 5.7% of the total outstanding Enpath shares.


 


2.                                       Enpath and Biomec hereby agree that Richard T. Schwarz is the
designee of Biomec. Enpath agrees to elect Mr. Schwarz to the Enpath Board
on February 16, 2006 and hereby agrees to nominate Mr. Schwarz for
election as a director at the 2006 Enpath Annual Meeting of Shareholders.


 


3.                                       Concurrently with the election of Mr. Schwarz to the board, Mr. Trevor
O. Jones will resign as Vice Chair and a director of Enpath.


 


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


 


 


	
   

  	
  ENPATH MEDICAL, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/James D Hartman

  	
   

  
	
   

  	
  Name:

  	
  James D. Hartman

  	
   

  
	
   

  	
  Title:

  	
  Chair

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  BIOMEC INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/Trevor O.
  Jones

  	
   

  
	
   

  	
  Name:

  	
   Trevor O. Jones

  	
   

  
	
   

  	
  Title:

  	
  Chair

  	
   

  
												



 


I hereby resign as a member of the
Enpath Board, to be effective as of February 16, 2006 with the election of
Richard Schwarz to the Enpath Board of Directors.


 


	
   

  	
  /s/Trevor O. Jones

  	
   

  
	
   

  	
  Trevor O. Jones