EXHIBIT 10.12

POSSIS MEDICAL, INC.
INCENTIVE STOCK OPTION AGREEMENT


     Option  Agreement,  made and entered into this (day) day of (month),  2002,
between  Possis  Medical,   Inc.,  a  Minnesota  corporation  ("Possis"  or  the
"Company") and (optionee) ("Optionee").

     WHEREAS, the Company has adopted the Possis Medical, Inc. 1999 Compensation
Stock Plan (the "Plan") which permits issuance of stock options for the purchase
of  shares  of  common  stock of the  Company,  and the  Company  has  taken all
necessary  actions to grant the  following  option  pursuant  and subject to the
terms of the Plan.

     NOW  THEREFORE,  for good  and  valuable  consideration,  the  receipt  and
adequacy of which are hereby acknowledged, the Company and Optionee hereby agree
as follows:

     1. Grant of Option. The Company hereby grants Optionee the right and option
(hereinafter called the "Option") to purchase all or any part of an aggregate of
(shares)  shares of the  Company's  common  stock at the option price of (Option
Price) per share on the terms and  conditions set forth in this agreement and in
the Plan.  It is  understood  and agreed  that that the option  price is the per
share  fair  market  value  of such  shares  on the date of this  Agreement,  as
measured  by the  closing  price of the stock on the day of grant.  The  Company
intends  that the Option  shall be an  Incentive  Stock  Option  governed by the
provisions of Section 422 of the Internal  Revenue Code of 1986, as amended (the
"Code").  The  terms  of the  Plan  and the  Option  shall  be  interpreted  and
administered so as to satisfy the requirements of the Code. The option is issued
pursuant  to the Plan and is subject  to its  terms.  A copy of the Plan will be
furnished upon request of Optionee.

     2. Vesting of Option Rights.  Except as otherwise  provided in Section 3 of
this  Agreement,  the Option may be exercised by Optionee in accordance with the
following schedule:

                                                           Number of
           On or after each of                      shares with respect to
           the following dates                 which the Option is exercisable

              (Grant Date), 2003                               25%
              (Grant Date), 2004                               25%
              (Grant Date), 2005                               25%
              (Grant Date), 2006                               25%


     In the event of a "Change in  Control"  as defined in the Plan,  the Option
shall become fully exercisable and vested in accordance with the Plan.

     The Option shall terminate at the close of business ten years from the date
of grant or such shorter period as is prescribed herein. Optionee shall not have
any of the rights of a  shareholder  with  respect to the shares  subject to the
Option until such shares shall be issued to Optionee upon the proper exercise of
the Option.

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     3. Exercise of Option after Death or Termination of Employment.  The Option
shall terminate and may no longer be exercised if Optionee ceases to be employed
by the Company or its subsidiaries, except that:

     (a) If Optionee's employment shall be terminated for any reason,  voluntary
or involuntary, other than death or disability (as set forth in section 3(c)) or
as a result of Optionee's gross and willful misconduct, Optionee may at any time
within a period of three (3) months after such  termination  exercise the Option
to the  extent  the  Option  was  exercisable  by  Optionee  on the  date of the
termination of Optionee's employment; and

     (b) If Optionee's  employment is terminated as a result of Optionee's gross
and willful misconduct,  including but not limited to wrongful  appropriation of
funds or the commission of a gross  misdemeanor  or felony,  the Option shall be
terminated as of the date of the misconduct; and

     (c) If Optionee dies in the employ of the Company or a subsidiary or within
three (3) months after the  termination of such  employment for any reason other
than  Optionee's  gross and willful  misconduct,  or  Optionee's  employment  is
terminated  because  Optionee  has  become  disabled  while in the employ of the
Company or a  subsidiary,  the Option  may,  within  twelve  (12)  months  after
Optionee's death or the date of termination for such disability, be exercised to
the extent that  Optionee  was  entitled  to exercise  the Option on the date of
Optionee's  death or  termination  of  employment,  if  earlier,  by Optionee or
Optionee's personal representatives,  if applicable, or by the person or persons
to whom  Optionee's  rights  under the Option pass by will or by the  applicable
laws of decent and distribution;  provided,  however, that the Option may not be
exercised to any extent by anyone after the termination date of the Option.

     4. Method of Exercise of Option.  Subject to the foregoing,  the Option may
be exercised in whole or in part from time to time by serving  written notice of
exercise on the Company at its principal office.  The notice shall set forth the
number  of  shares  as to which  the  Option  is being  exercised  and  shall be
accompanied  by payment of the purchase  price.  Payment of the  purchase  price
shall be made in cash  (including  bank  check,  personal  check or money  order
payable to the Company),  or, at the discretion of the Company, by delivering to
the Company for cancellation  shares of the Company's common stock already owned
by Optionee  having a fair market value equal to the full purchase  price of the
shares being acquired or a combination of cash and such shares.  The fair market
value of any shares  delivered by Optionee upon the exercise of the Option shall
be determined as provided in Section 5 of the Plan.

     5. Miscellaneous.

     (a) This  Agreement  shall not confer on Optionee any right with respect to
continuance of employment with the Company or any subsidiary of the Company, nor
will it  interfere  in any way with the right of the Company to  terminate  such
employment at any time.  Neither  Optionee nor his or her legal  representative,
legatees  or  distributees,  as the case may be, will be or will be deemed to be
the holder of any shares  subject to the Option  unless and until the Option has
been exercised and the purchase price of the shares purchased has been paid.

     (b) The  exercise of all or any parts of the Option shall only be effective
at such time that the sale of shares of common stock  pursuant to such  exercise
will not violate any state or federal securities or other laws.

     (c)  The  Option  may not be  transferred,  except  by will or the  laws of
descent and  distribution to the extent provided in Subsection  3(c), and during
Optionee's lifetime the Option is exercisable only by Employee.

     (d) If there shall be any change in the common stock  subject to the Option
through merger, consolidation, reorganization, recapitalization, stock dividend,
stock  split  or  other  change  in the  corporate  structure  of  the  Company,
appropriate adjustments shall be made by the Company in the number of shares and
the price per share of the  shares  subject  to the  Option in order to  prevent
dilution or enlargement of the option rights granted hereunder.

     (e) The Company  shall at all times  during the term of the Option  reserve
and keep available  such number of shares of the Company's  common stock as will
be sufficient to satisfy the requirements of this agreement.

     (f) If Optionee shall dispose of any of the shares of common stock acquired
upon  exercise  of the Option  within two (2) years from the date the Option was
granted or within one (1) year after the date of exercise  of the Option,  then,
in order to provide the Company with the opportunity to claim the benefit of any
income tax deduction, Optionee shall promptly notify the Company of the dates of
acquisition and disposition of such shares, the number of shares so disposed of,
and the consideration, if any, received for such shares. In order to comply with
all applicable federal or state income tax laws or regulations,  the Company may
take such action as it deems  appropriate to assure (i) notice to the Company of
any  disposition of the shares of the Company within the time periods  described
above,  and (ii) that, if necessary,  all  applicable  federal or state payroll,
withholding, income or other taxes are withheld or collected from Optionee.

     (g) Optionee shall not disclose either the contents or any of the terms and
conditions of the Option to any other person and agrees that such disclosure may
result in both immediate termination of the Option without the right to exercise
any part thereof and termination of employment with the Company.

     IN WITNESS  WHEREOF,  the Company and Optionee have executed this agreement
on the date set forth in the first paragraph.

                      Possis Medical, Inc.

                      Irving R. Colacci
                      Vice President Legal and Human Resources,
                      General Counsel and Secretary


                      (Optionee), Optionee


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                      ACKNOWLEDGMENT OF CONDITIONS OF GRANT

                      OF INCENTIVE STOCK OPTION TO PURCHASE







     (Optionee)  ("Optionee")  acknowledges receipt of the Possis Medical,  Inc.
1999 Stock  Compensation  Plan and of the Possis Medical,  Inc.  Incentive Stock
Option  Agreement  dated (Grant  Date),  2002 and  represents  that  Optionee is
familiar  with the terms and  provisions  thereof and hereby  accepts the (Grant
Date),  2002  Option  Grant  described  therein,   subject  to  said  terms  and
provisions.  Optionee  hereby agrees to accept as binding,  conclusive and final
all decisions or interpretations of the Possis Medical,  Inc. Board of Directors
Compensation  Committee  with respect to any  questions  arising under the Plan.
Optionee  acknowledges  that the  exercise  of the  option may be subject to the
provisions of the Securities  Exchange Act of 1934 concerning insider trading of
Possis securities.  Optionee  acknowledges that all decisions and determinations
with respect to exercise of the Option and the tax consequences arising from the
exercise or disposition of the Shares are to be made solely by Optionee and that
Optionee  has  received  no  investment  or tax advice or counsel  with  respect
thereto from Possis or any  affiliate of Possis or from any employee or agent of
either.



     Date of Grant: (Grant Date), 2002






                           Optionee), Optionee