**Exhibit 10.4****AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT**     This Amendment No. 2 is dated as of January 31, 2006, by and between Dan Gladney (the“Executive”) and Compex Technologies, Inc. (fka Rehabilicare Inc. and hereafter the “Company”)     WHEREAS, Company and Executive are parties to that certain employment agreement dated as ofAugust 12, 2002 as amended February 3, 2003(the “Employment Agreement”); and     WHEREAS, Company and Executive agree that the Employment Agreement incorrectly allows theCompany to terminate the employment agreement and avoid severance pay, and that the intention ofthe parties was that the employment agreement, and the employment of Executive, not be terminatedexcept in accordance with the termination provisions contained in the Employment Agreement.     NOW, THEREFORE, in consideration of the foregoing recitals, and for other good and valuableconsideration, the receipt and adequacy of which is hereby acknowledged, the parties agree asfollows:     1. The introductory paragraph of Section 9(f) of the Employment Agreement is hereby amendedin its entirety to read as follows:     (f) Severance Payment after Change in Control. In lieu of any payments dueExecutive for periods subsequent to the date of termination of Executive’s employmentbecomes effective pursuant to Section 9(e) or otherwise, in the event the Executive’semployment is terminated after a Change of Control (x) by the Company pursuant to clause(ii) or (iv) of Section 9(a), (y) by the Executive pursuant to clause (v) of Section 9(a)prior to March 15 of the year following the year in which the change of Control occurs, or(z) by the Executive within 60 days after a Change of Control pursuant clause (v) or (vi) ofSection 9(a), the Company shall:     2. Section 9(f)(iv) (which was incorrectly number 9(f)(vi) in the Employment Agreement) ishereby amended to read in its entirety as follows:(iv) either (a) pay Executive a cash payment, in lump sum, in an amount equal tothe greater of (x) Executive’s salary at the date of such termination, or (y)Executive’s salary at the date of consummation of the Change of Control, in theevent the Executive’s employment is terminated after a Change of Control by theExecutive pursuant to clause (vi) of Section 9(a); or (b) pay Executive a cashpayment, in lump sum, in an amount equal to two (2) times the greater of (x)Executive’s salary at the date of such termination, or (y) Executive’s salary at thedate of consummation of the Change of Control, in the event the Executive’semployment is terminated after a Change of Control by the Company pursuant to clause(ii) or (iv) of Section 9(a) or by the Executive pursuant to clause (v) of Section9(a);     3. A new Section 9(g) of the Employment Agreement is hereby added to read in its entirety asfollows:     (g) Payment in Connection with Merger. Notwithstanding Sections 9(e) and 9(f)above, if (i) the Agreement and Plan of Merger (the “Merger Agreement”) by and among theCompany, Encore Medical Corporation and Encore-Snow Acquisition Corp. (collectively,“Encore”) is approved by the shareholders of the Company, and (ii) Encore confirms to theCompany that the Company has fulfilled all conditions to closing of the merger pursuant tothe Merger Agreement, or will waive any such conditions, a “Change of Control” shall bedeemed to have occurred and the Executive shall be entitled to resign at any time after suchevents and until 60 days after consummation of such merger and (x) receive the benefits setforth in Section 9(f), including the benefits provided in Section 9(f)(iv)(b) rather thanthe benefits set forth in 9(f)(iv)(a), and (y) a “Change of Control” shall be deemed to haveoccurred with respect to all stock options of the Company held by Executive and all sharesof restricted stock held by the Executive and all such options and restricted stock shall beexercisable and vested, and (y) Executive shall be
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entitled to retain, in addition to the benefits set forth in Section 9(f) his laptopcomputer provided by the Company.     4. The Executive acknowledges that he has received $151,165 as a bonus for the six monthsended December 31, 2005 and that such payment is an offset against any payment to which he might beentitled under Section 9(e)(v) or Section 9(f)(iii) (mislabeled 9(f)(v)) of the EmploymentAgreement for the fiscal year ending June 30, 2006.     IN WITNESS WHEREOF, the parties have signed this amendment as of the date first above written.         COMPANY:   EXECUTIVE:  Compex Technologies, Inc.               By /s/ SCOTT YOUNGSTROM    /s/ DAN GLADNEY   Its Chief Financial Officer   Dan Gladney  
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